Asimilar Group Plc (ASLR) 2024年年度報告「LSE」.pdf

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1、ASIMILARAnnual Report2024ASIMILAR GROUP PLCREPORT AND FINANCIAL STATEMENTSFOR THE 18 MONTH PERIOD ENDED31 MARCH 2024Company Registration Number:4488281(England and Wales)ASIMILAR GROUP PLCREPORT AND FINANCIAL ACTIVITIESFOR THE 18 MONTH PERIOD ENDED 31 MARCH 2024CONTENTSPageDirectors and Officers127S

2、trategic report 8-9Directors101213-17responsibilities18Independent 19-22Consolidated statement of comprehensive income23Consolidated statement of financial position24Consolidated statement of changes in equity25Consolidated statement of cash flows26Notes to the consolidated financial statements2747C

3、ompany statement of financial position48Company statement of changes in equity49Company statement of cashflow50Notes to the company financial statements51541ASIMILAR GROUP PLCDIRECTORS AND OFFICERSFOR THE 18 MONTH PERIOD ENDED 31 MARCH 2024DirectorsJ E Taylor(Chairman)M S Bhatti(Executive Director)M

4、 Horrocks(Non-executive Director)Resigned 27 March 2024M D Preen(Non-executive Director)Resigned 27 March 2024SecretaryM S BhattiCompany number4488281Registered Office4 More London RiversideLondonSE1 2AUAuditorsEdwards VeederGround Floor14 BoradgateBroadway Business ParkChaddertonGreater ManchesterO

5、L9 9XARegistrarsShare Registrars Limited27-28 Eastcastle StreetLondonW1W 8DHW2ASIMILAR GROUP PLCFOR THE 18 MONTH PERIOD ENDED 31 MARCH 2024IntroductionThe 18 month period under review,and the period post year-end,have represented a particularly challenging time for the Company and a number of its in

6、vestee companies.Global events and the macro-economic environment have significantlyaffected the performance of the portfolio,restricting the funding available to certain of our technology assets on appropriate terms to allow them to stabilise and grow.A summary of the investment portfolio is provid

7、ed below.Whilst the downwardly revised valuation of Veative Group Holdings plc(previously Dev Clever Holdings plc)and Magic Media Works Ltd has been the material driver of the Companywere valued lower at the year-end than they were at the start of the period.The Company completed its de-listing from

8、 AQSE on 28 March 2024 following approval from our shareholders at a General Meeting held on 27 March 2024.This has allowed the Company to benefit from saving the considerable cost of being a listed company as it seeks to realise liquidity from its existing portfolio.Despite material uncertainties w

9、hich are disclosed later in the going concern note,the Board considers that the Company has sufficient liquid assets to meet its operating costs for the next reporting year.In the absence of any pending liquidity events in respect of its unquoted holdings,or any further fundraising,the Company does

10、not currently have the capacity to pursue new investment opportunities and it is managing its existing portfolio in order to realise liquidity events for the benefit of our shareholders.The Directors have deferred their salaries since December 2022 and further cost savings have been initiated.Financ

11、ial reviewTotal comprehensive loss for the 18 month period was 4,888,570(30 September 2022:loss 35,271,732).Unrealised losses on investments were 2,921,876(30 September 2022:losses 36,630,063)and realised losses on investments were 1,551,339(30 September 2022 gains:226,976).Cash at the bank at the y

12、ear-end was 22,300(30 September 2022:7,179).As noted above,however,the Company is able to continue operations through the phased liquidation of its listed asset base.As at 31 March 2024,total assets were 1,652,508(30 September 2022:6,727,334)and the net fair value of investments held was 1,518,548(2

13、021:6,566,405).Total net assets were 1,563,614(30 September 2022:6,452,184)which represents 1.28(30 September 2022:5.30)pence per share.3ASIMILAR GROUP PLCFOR THE 18 MONTH PERIOD ENDED 31 MARCH 2024Investment PortfolioAsimilar has always maintained a portfolio approach to its investments.In order to

14、 expose our investors to the potential returns that we believe they demand,such investments should be regarded as being at the highest end of the risk spectrum.A brief summary of our investments and developments within them is outlined below:Magic Media is a music entertainment technology business.T

15、he companys mission is to bring families together through shared music entertainment experiencesAt launch in 2017 Magic Media delivered the ROXi experience to consumers was by way of a dedicated set-top box,which plugged into a TV.However,the rapid adoption of Smart TVs and streaming apps has allowe

16、d the business to transform itself into a free multi-platform Smart TV App,offering ad-funded free and subscription-funded premium editions of the ROXi experience.The free ROXi TV App,which was launched in November 2021,offers a full catalogue of 90 million music videos covering all genres and decad

17、es,combining all the original music videos with tens of millions of virtual music videos which are exclusive to ROXi.ROXi also offers interactive music games and Karaoke and a Netflix-esque rail based user interface.The ROXi experience is available on an increasingly large number of Smart TV platfor

18、ms,including Sky Q,Fire TV,Google TV,Android TV and Samsung.Other platforms and territories are planned.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.In June 2022 Magic Media laun

19、ched a fundraise to raise up to 5 million at 30 pence per share with an option to invest via loan notes which would pay interest at 5%and have attached a warrant with rights to subscribe for shares in Magic Media at 30p.This amount has been extended by a further 2 million to a total of 7 million.Asi

20、milar invested 100,000 in loan notes and associated warrants.On 19 December 2022 ROXi announced a partnership with Simon Cowell,creator of X-to curate exclusive music and video content available on the ROXi App.In December 2022,ROXi also announced a partnership with Samsung,allowing ROXi to be enjoy

21、ed on Samsung TVs.In November 2022 the company appointed Rockefeller Capital Management as advisors.The plan was to find a strategic partner/acquirer who could help launch the technology in the US.In November 2023 a non-binding offer of investment of up to$8m cash and$7m media for equity as part of

22、a total fund raise of$34m was received from Sinclair Inc.This was subject to a co-investor committing for the balance of the investment.However following further presentations in the US in January 2024 and Broad Casters convention in March 2024 no co-investor was identified.In March 2024 the company

23、 raised further funds via secured Loan Notes to extend the runway in the hope that Sinclair Incwould commit to funding.Sinclair Inc.had shown significant interest in the Roxi technology and announced to the market that they would be working with Roxi to launch broadcast channels on their new Advance

24、 Television Systems Committee(ATSC)3.0 platform.Unfortunately Sinclair Inc.made clear that it would only invest with a co-investor,making it unlikely that the investment as currently required would proceed.At the end of June Sinclair Inc informed the company that they were not going to proceed on th

25、e proposed investment terms.As a result,the Board of Magic Media Works appointed advisors to conduct an accelerated sale of the business.If the sale is not successful the business could be put into liquidation.4ASIMILAR GROUP PLCFOR THE 18 MONTH PERIOD ENDED 31 MARCH 2024Given the position of the se

26、cured Loan Note holders(4.8M),the Board of Asimilar Group Plc believes that it is unlikely to receive any return on its investment unless further funding is secured in the near term.Given the uncertainty of the funding position,the Board feels it prudent to impair the carrying value of this investme

27、nt to Nil at 31 March 2024(YE 30/09/2022-1,782,662)LaunchmycaLaunchmycareer Holdings Plc,together with its wholly owned subsidiary Launchmycareer Limited,is a software and technology group based in Tamworth,United Kingdom,specialising in the use of lightweight integrations of cloud-based gamificatio

28、n and VR technologies to deliver rich customer engagement experiences across both the commercial and education sectors.On 16 December 2022 LMC announced its intention to delist from the Standard List of the London Stock Exchange which occurred on 18 January 2023.As part of the delisting plans the co

29、mpany also announced a rebranding to Veative Holdings Plc,a restructuring of the board,a fundraise and an intention to re-list as soon as possible.As at 31 March 2023 no further updates were issued.Filings at Companies House show that the company received funds from the issue of new shares at variou

30、s prices from 15p to 1p per share.These are believed to be the results of exercise of warrants by existing shareholders.On 9 May 2023 there were further board changes and another rebranding from Veative Holdings Plc to Launchmycareer Holdings Plc.On 30 October 2023 an Official Receiver and Liquidato

31、r was appointed under a court order to wind up the company.Asimilar has an interest in 72.3 million ordinary shares in LMC.As at 31 March 2024 the Investment has been written down to Nil(30 September 2022:1,952,100).Simplestream LimitedSimplestream is an award winning provider of best in class,next

32、generation TV solutions to some of the biggest players in the broadcast,sports and media industry.Clients include A&E Networks,AMC Networks,Channel 4,Nova TV Sony Traceplay,QVC TV,Box Nation,TVL Norway,PBS UK,Copa 90 and Talk TV,GB News and UK TV amongst others.-based Media Manager platform provides

33、 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 latency online simulcasts of TV channels,real-time sports highlights clipping,broadcaster catch-up services,social video syndication

34、and subscriber management services.-channel and multi-territory front-end templated applications for a complete range of connected devices including mobiles,tablets,connected TVs and fast-growing over the top(OTT)Simplestream delivers services across Europe,the US,Africa and the Far East Following t

35、he conversion of the Loan Notes in October 2023 Asimilar now holds 10,163 shares in Simplestream,which represents 6.66%on a fully diluted basis.The carrying value of this investment at 31 March 2024 is 845,628(30 September 2022:840,174).5ASIMILAR GROUP PLCFOR THE 18 MONTH PERIOD ENDED 31 MARCH 2024S

36、parkledun is a private company which,through its trading subsidiary,Fast to Fibre Limited(Fast to Fibre),has rights toexploit 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

37、 techniques.The Fast to Fibre commercial proposition is to reduce the cost of fibre optic 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

38、.The company has completed a number of trials in UK,Europe,North America and India and is negotiating initial contracts with leading Telcos.The company is seeking to raise funds so that it can deliver on the expected contracts it is negotiatingAsimilar holds 8,307 ordinary shares of 1.00 each in the

39、 issued share capital of Sparkeldun,representing 4%of the issued share capital.Based on the last published net asset position of the company,the carrying value of the investment at 31 March 2024 has been impaired to 195,532(30 September 2022:493,851)Zeelo LimitedZeelo is a leading Enterprise Transit

40、Tech company providing software and services to organizations to increase trust and efficiency in commuter shuttle and home-to-and education through safe,affordable,and sustainable transportation.With operations across the US,UK,and Ireland,Zeelo has empowered hundreds of shift worker employers,corp

41、orate HQs and places of education to achieve their transportation goals,delivering over 7 million rides in the last 3 yearsIn January 2024 Zeelo acquired Kura,a specialist in-school transportation and transport safeguarding software.The acquisition cements sportation market and will further improve

42、its profitability and drive expansion into the US.Asimiar holds 1,220,000 shares and the carrying value of this investment at 31 March 2024 was 439,298(30September 2022:439,298).Audioboom Group plc Audioboom is a global leader in podcasting with more than 130 million downloads each month from 386 mi

43、llion unique listeners around the world.Audioboom was ranked as the fifth largest podcast publisher in the US by Triton Digital in March 2023.-tech and monetization platform underpins a scalable content business that provides commercial services for a premium network of 250 top tier podcasts.For the

44、 years ended 31 December 2023 the company reported revenues of$65 million,up 24%from$60.3 million in 2021,and adjusted EBITDA loss of$0.4 million.As at 31 March 2024 Asimilar held 14,150(2022:85,000)shares in Audioboom.Based on the market share price at31 March 2024 the investment was valued at 34,6

45、68(30 September 2022:421,740).6ASIMILAR GROUP PLCFOR THE 18 MONTH PERIOD ENDED 31 MARCH 2024All Active Asset Capital Plc(AAA)Asimilar holds 24 million AAA shares,representing 1.1%(30 September 2022:24 million 1.2%)of the issued share capital.In April 2024 the company raised 1.7m at 2p per share and

46、in May the company announced that some of the funds had been invested in Sentiance increasing its investment to 39.1%.Based in Belgiumcore technology is an algorithmic platform which combines telematics with predictive AI technology and behavioural change techniques to create cutting-edge safety and

47、 mobility solutions.Amongst other capabilities,-based technology monitors,and scores with great accuracy,the likelihood of a rider or driver being involved in an incident,meaning remedial action can be taken before incidents ever occurAAA has not issued any financial statements for over three years

48、although it has announced that it will publish its full audited statements for the three years ending 31 December 2023 by end of September 2024.In the absence of quoted market prices in an active market,the directors have looked at a number of alternative methods and sources for estimating.However i

49、t has not been possible to independently verify any valuation.Therefore as at 31 March 2024 to value the investment has been impaired to Nil(30 September 2022:240,000),although given recent progress with Sentience and the fact that audited accounts should be available in the near future the Board be

50、lieves the AAA holding could be a key driver for our own Net Asset Value going forwards.Gfinity is a leading esports solutions provider listed on AIM.It focuses on designing,developing and delivering esports solutions for e-games publishers,rights holders and brands.It has contracts and partnership

51、arrangements with EA Games,Microsoft,FIFA,Formula 1 and Indycar.In its interim results for the 6 month ended 31 December 2023 the company announced it was cutting costs and transitioning its business model to deal with the changing climate of e-gaming.The company has now moved to a period where it c

52、an focus on profitability through a new more disciplined approach.The company is now focused as a pure play digital media network,operating 12 sites.The Gfinity Digital Media network performed well during the period,with revenues increasing,and monthly session numbers rebounding to over 10,000,000 i

53、n December.The network added one new site in the period,with plans to add at least one further site in H2 2024.At 31 March 2024 Asimilar held 8,148,954(30 September 2022:8,148,954)shares in Gfinity.Based on the market share price the carrying value of this investment at 31 March 2024 was 3,423(30 Se

54、ptember 2022:81,490).Low 6 LimitedLow6 builds award winning Free-to-Play(F2P)games for sports franchises,teams,leagues,sportsbooks,influencers and m,the online gaming,Low6 works with some of the biggest global sports brands.Low6 has a multi award winning proprietary tech stack and in May 2022 moved

55、from pre-revenue to revenue generating by offering their F2P gaming technology to the iGaming market.In October 2022 the company completed a fund raise of 2 million at a share price of 7.20 per share.Whilst the company has made good progress in cutting costs and generating cash,the last reported fin

56、ancial statements for the year ending 30 June 2023 still show significant losses and negative net assets.Asimilar holds 6,612 shares which represents 0.28%(30 September 2022:0.28%).The carrying value as at 31 March 2024 has been impaired to Nil(30 September 2022:47,606).7ASIMILAR GROUP PLCFOR THE 18

57、 MONTH PERIOD ENDED 31 MARCH 2024Share issuesNo new shares or warrants were issued during the year.Delisting from AQSE Growth MarketOn 28 March 2024 Asimilar shares were delisted from trading on the Access Segment of the AQSE Growth Market.John TaylorChairmanDate:26 September 20248ASIMILAR GROUP PLC

58、STRATEGIC REPORTFOR THE 18 MONTH PERIOD ENDED 31 MARCH 2024Principal ActivityThe Company is a technology and software services investment company and focuses primarily on opportunities in the fields of big data,machine learning,telematics and the internet of things.Investment PolicyThe Companys Inve

59、sting Policy is to invest in 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;via an injection of new finances or specialist management,the Company can enha

60、nce the prospects and therefore the future value of the investment;able to benefit from the Directors existing network of contacts;andthe potential to deliver significant returns for the Company.The Companyhas traditionally invested in the technology and software sectors and aims to focus primarily

61、on opportunities in the big data,machine learning,telematics and internet of things areas.Since de-to realising value for shareholders through liquidity events in its existing portfolio.It does not intend to make further investments until such liquidity events occur at which point it will decide whe

62、ther to distribute gains to shareholders or consider further investments.Business Review and Future DevelopmentsA review of the business during the year and the likely future direction are explait on pages2 to 7.Risks and UncertaintiesThe Company is subject to a number of risks and uncertainties.The

63、 board of directors is responsible for establishing internalcontrols,reviewing them for their effectiveness and mitigating risk.The key risks and how they are mitigated are detailed below:The are regularly reviewed to identify varying market conditions.The cost base is reviewed regularly and the cur

64、rent management structure in place allows management to respond to changing circumstances.Performance of investments will be a risk to the Company in the future.To mitigate the risks inherent in making investments the Companycarries out due diligence on acquisitions and monitors the performance of i

65、nvestments by regular review of financial information.As an investment company the directors will continue to ensure that there are sufficient funds in place to support the continuing investment strategy.regard.for more details.Key performance indicatorsMeasuring performance is integral to our strat

66、egic growth.The board has selected KPIs to benchmark the Companys progress and considers that future investment income and investment growth will be the measures used to assess the progress of the Company.9ASIMILAR GROUP PLCSTRATEGIC REPORT(continued)FOR THE 18 MONTH PERIOD ENDED 31 MARCH 2024Invest

67、ment 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 early stage start-ups and will be continually re-investing cash generated back into the business for further growth.Investment income receiv

68、ed during the year was 8,028(2021:46).Investment growth:the board monitors progress of its investments on a quarterly basis and has a presence on the board of its major private investments either as a formal board member and/or observer to closely monitor the progress of its investments and assist t

69、he management where it can add value.Investment growth is detailed in note 13.Overhead base:the board is actively reviewing its cost base and will continue to make further cost savings.ApprovalThis report was approved by the board of directors and authorised for issue on 26 September 2024 and signed

70、 on its behalf by:John TaylorChairman10ASIMILAR GROUP PLCFOR THE 18 MONTH PERIOD ENDED 31 MARCH 2024The directors present their report together with the financial statements for the 18 month period ended 31 March 2024.Directors who served during the period J E Taylor(Chairman)M Horrocksresigned 27 M

71、arch 2024M D Preen-resigned 27 March 2024M S Bhatti DirectorsInterestsThe directors who served during the year and their interests in the shares of the Company at year end are detailed below:Details of Directors WarrantsWarrants31 March 202430 September 2022NumberNumberCurrent directorsJohn Taylor-e

72、xercise price 10p,expired 31 December 2022-2,000,000Sohail Bhatti-exercise price 10p,expired 31 December 2022-1,000,000Former directorMark Horrocks*-exercise price 0.01p,expire 31 December 2025-3,150,000Mark Horrocks exercise price 30p,expire 23 October 2023-1,000,000Michael Preen exercise price 60p

73、,expire 17 June 2024250,000250,000-250,0007,400,000=*These options were exercisable in the event mid-market price of Launchmycareer Holdings Plc(formerly VeativeGroup Holdings Plc)reached or exceeded 55p for at least 5 consecutive business days and pro rata entitlement based on the amount of Launchm

74、ycareer options exercised by AIL.The company went into liquidation on 1 November 2023.Therefore these warrants will not vest and have effectively expired.11ASIMILAR GROUP PLCFOR THE 18 MONTH PERIOD ENDED 31 MARCH 2024John TaylorMark Horrocks*Sohail BhattiMichael PreenSharesWarrantsSharesWarrantsShar

75、esWarrantsSharesWarrantsAt 1 October 2022-2,000,0004,801,4714,150,0001,157,5161,000,000164,399250,000Warrants lapsed-(2,000,000)-(4,150,000)-(1,000,000)-At 31 March2024-4,801,471-1,157,516-164,399250,000*Mark Horrocks family holds a further 4,854,809 sharesSignificant and substantial shareholdersAs

76、at 23 September 2024 the Company had been notified of the following interests of 3%or more in the share capital of the Company.ShareholderNumber%Chris Akers16,929,41313.38%David Von Rosen*13,081,16810.34%Nigel Wray11,502,5009.09%Mirador FZE10,000,0007.91%Mark Horrocks and family9,656,2807.63%Rory 5,

77、250,0004.15%Intertrader Ltd5,125,0004.05%*4.7%is held via Sitius Ltd which is controlled by David Von Rosen12ASIMILAR GROUP PLContinued)FOR THE 18 MONTH PERIOD ENDED 31 MARCH 2024Statement of disclosure of information to the auditorThe Directors who were in office on the date of approval of these fi

78、nancial statements have confirmed that,as far as they,and each director has taken all steps that they ought to have taken as directors to make themselves aware of any relevant audit information and to Going concernThe financial statements have been prepared on the going concern basis,which assumes t

79、hat the Group will have sufficient funds to continue in operational existence for at least twelve months from the date of approval of the financial statements.Whilst the Group continues to hold relatively small cash balances,it holds a number of liquid,quoted investments which s for the Groupto Dece

80、mber 2025,take into account a number of scenarios including due consideration of the cost saving measures and AQSE)and,taking account of reasonably possible adverse changes in the performance of the investment portfolio,indicate that the Group will have sufficient access to cash to continue in opera

81、tional existence for the next 12 months from the date of approval of the financial statements.The Company could also seek to realise some of its substantial private investments.However,there is a a risk that such forced disposal could be at a loss.Considering the above,the Directors are confident th

82、e Group remains a going concern and that,should it be required,the Group would be able to raise funds.Whilst material uncertainties relating to going concern do exist continue as a going concern,at the date of signing these accounts,the Directors have concluded that the basis of preparation is appro

83、priate.DividendsThe board does not propose to pay any dividend for the year(30 September 2022:nil).The report was approved by the Directors on 26 September 2024 and signed on its behalf by:John TaylorChairman13ASIMILAR GROUP PLCFOR THE 18 MONTH PERIOD ENDED 31 MARCH 2024IntroductionOn behalf of your

84、 board,I present our remuneration report for the year ended 31 March 2024.Asimilarwith the UK Corporate Governance Code.The report provides remuneration details for all directors and explains any bonuses paid in the year.It The Board is responsible for reviewing and recommending the framework and po

85、licy for remuneration of the executive directors.The Board 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.The Board is responsible for agreeing any changes in

86、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 agrees the terms of employment for any appointment and any subsequent changes which may be needed and reviews any payments which might arise o

87、n ConclusionThe Dement of remuneration for the 18 month ended 31 March 2024 which follows this annual statement sets out the s approach to remuneration for the future and provides details of remuneration.This report is intended to provide shareholders with sufficient information to judge the impact

88、of the decisions taken by the Board,to assess whether remuneration packages for directors are fair in the context of business performance.The Boardpolicy continues to be aligned with the achievement of the Cness objectives.As always,the annual general meeting provides an opportunity for face to face

89、 discussions on important matters for the Company and its shareholders.John TaylorChairmanDate 26 September 202414ASIMILAR GROUP PLCFOR THE 18 MONTH PERIOD ENDED 31 MARCH 2024Remuneration Policy and Statement of RemunerationThe policy of the Board is to ensure that the executive directors are fairly

90、 rewarded for their individual contributions to the C-term incentives)to attract,retain and motivate individuals of the calibre required to ensure that the Company is managed to reward performance in a way which seeks to align the interests of management with those of shareholders.Future Policy The

91、remuneration packages of executive directors comprise the following elements.Basic Salary and Benefits ce,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.The Board has r

92、ecommended that all directors should defer all entitlements to salaries from December 2022 and Directors have been deferring salaries since December 2022.Executive directors are eligible for pension contributions(or payments in lieu of pension contributions)at the rate of 3%of salary.No pension paym

93、ents have been made.Executive directors are also eligible for health insurance for themselves,partners and children.No such payments have been made.Annual Bonuses The Company pays bonuses reflecting the contributions made by the executive directors No bonuses have been paid in the reporting period o

94、r subsequently.Share Options and WarrantsThe 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 believes it to be an essential part of attracting high calibre individuals to th

95、e 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 wider shareholder base.The current directors do not hold any warrants.All pre

96、viously held warrants have either expired or exercised.No new warrants have been awarded.Service Contracts The executive director has entered into a comprehensive service contract which is terminable by either party giving 12The executive director is subject to pre and post termination restrictive c

97、ovenants 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.15ASIMILAR

98、 GROUP PLCFOR THE 18 MONTH PERIOD ENDED 31 MARCH 2024The non-executive directors have entered into Lettenotice.Non-executive directors are not eligible for pension arrangements.Additional fees may be paid to non-executive directors in respect of additional services provided to the Company.No such fe

99、es have been paid in the reporting period or subsequentlyApproach to Recruitment The approach to recruitment is 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.statement set

100、 out above.Reasonable relocation and other similar expenses may be paid if appropriate.ityCompany for all directors and officers.The articles of association provide for the Company to indemnify directors against losses and liabilities properly incurred in the execution of their duties.Audited Inform

101、ationDetails of DThis report should be read in conjunction with notes 8 and 9 to the financial statements,which also forms part of this report.The remuneration of the Directors for the 18 month period ended 31 March 2024 and 30 September 2022 is shown below.18 Months Ended 31 March 2024Year Ended 30

102、 September 2022SalaryBonusWarrantsTotalSalaryBonusWarrantsTotalJohn Taylor6,000-6,00036,000-36,000Sohail Bhatti8,333-8,33350,000-50,000Mark Horrocks resigned 27 March 20246,000-6,00036,000-36,000Mike Preen resigned 27 March 20246,000-6,00036,000-36,000Total26,333-26,333158,000-158,000Options and war

103、rants granted to and held by directors who served during the year are summarised below.Full details of the options and warrants outstanding are set out in note 17 to the accounts.16ASIMILAR GROUP PLCFOR THE 18 MONTH PERIOD ENDED 31 MARCH 2024Year Ended 30 September 2022No.options and warrants heldat

104、 beginning of the year No.options and warrants granted during the yearNo.options and warrantsexercised duringthe yearNo.options and warrantslapsed duringthe yearNo.options and warrantsheld at end of the yearSohail Bhatti3,000,0002,000,0001,000,000*John Taylor2,000,0002,000,000*Mark Horrocks7,300,000

105、3,150,0004,150,000Mike Preen250,000250,000Total12,550,0005,150,0007,400,00018 Months Ended 31 March 2024No.options and warrants heldat beginning of the year No.options and warrants granted during the yearNo.options and warrantsexercised duringthe yearNo.options and warrantslapsed duringthe yearNo.op

106、tions and warrantsheld at end of the yearSohail Bhatti1,000,0001,000,000John Taylor2,000,0002,000,000Mark Horrocks4,150,0004,150,000Michael Preen250,000250,000Total7,400,0007,150,000250,00017ASIMILAR GROUP PLCFOR THE 18 MONTH PERIOD ENDED 31 MARCH 2024ShareholdingThe Directors who held office at 30

107、September 2022,and their connected persons,had interests in the issued share capital of the Company as follows:Number of shares held(including by connected persons)31 March 202430 September 2022Sohail Bhatti1,157,5161,157,516John Taylor-Michael Preen164,399164,399Mark Horrocks9,656,2809,656,280There

108、 were no changes in the share interests of directors between 1 April 2024 and 26 September 2024.ApprovalThe DCremuneration for the period ended 31 March 2024,were approved by the board on 26 September 2024John TaylorChairman Date:26 September 202418ASIMILAR GROUP PLCSTATEMENT OF RESPONSIBILITIES FOR

109、 THE 18 MONTH PERIOD ENDED 31 MARCH 2024The directors are responsible for preparing the 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 required to prepa

110、re group financial statements in accordance with UK-adopted International Financial and to prepare the Company financial statements in accordance with UK-adopted IFRS.The financial statements are required by law and IFRS adopted by the UK to present fairly the financial position of the Company.The C

111、ompanies 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 references to their achieving a fair presentation.Under company law the directors must not approve the financial statements unle

112、ss 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 statements,the directors are required to:select suitable accounting policies and then apply them consistently;make judgements and esti

113、mates that are reasonable and prudent;state whether they have been prepared in accordance with IFRSs adopted by the UK;prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Companywill continue in business.The directors are responsible for keeping

114、 adequate accounting records that are sufficient to show and explain the Companydisclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006.They are also responsible for safeguarding th

115、e assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Asimilar Group plc website.Legislation in the Un

116、ited Kingdom governing the preparation and dissemination of the financial statements may differ in other jurisdictions.19TO THE MEMBERS OF ASIMILAR GROUP PLC OpinionWe have audited the consolidated financial statements of Asimilar Group Plcperiod ended 31 March 2024 which comprise the Consolidated S

117、tatement of Profit or Loss and Other Comprehensive Income,Consolidated Statement of Financial Position,Parent Company Statement of Financial Position,Consolidated Statement of Change in Equity,Parent Statement of Change in Equity,Consolidated Statement of Cashflow,Parent Statement of Cashfow and not

118、es to the financial statements,including significant accounting policies.The financial reporting framework that has been applied in the preparation of the consolidated financial statements is applicable law and UK adopted international accounting standards.The financial reporting framework that has

119、been applied in the preparation of the parent company financial statements is applicable law and UK adopted international accounting standards.In our opinion:the consolidated financial statement1 March 2024period then ended;the consolidated financial statements have been properly prepared in accorda

120、nce with UK adopted international accounting standards;the parent company financial statements have been properly prepared in accordance with UK adopted international accounting standards;andthe consolidated financial statements have been prepared in accordance with the requirements of the Companies

121、 Act 2006;and,as regards the consolidated financial statements,Article 4 of the IAS Regulation 5.Basis for opinionWe conducted our audit in accordance with International Standards on Auditing(UK)(ISAs(UK)and applicable law.responsibilities for the audit of the consolidated financial statements secti

122、on of our report.We are independent of the group and the parent company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in the UK,fulfilled our other ethical responsibilities in accordance with these requirements.We believe that the

123、 audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.Material uncertainty related to going concernWe draw attention to note 2.3 in the consolidated financial statements,which indicates that whilst forecast cash inflows are subject to the investment portfo

124、lio performance.As stated in note 2.3,indicate that a material uncertainty exists that may cast significant doubt on the in respect of this matter.basis of consolidated financial statements projections which covered a period of at least 12 months from the date of approval of the consolidated financi

125、al statements.Challenging management on the assumptions underlying those projections particularly on the nature and timing of forecast cash inflows.Obtaining the latest management accounts post period end to benchmark how the group is performing toward achieving the forecast.Assessing the completene

126、ss and accuracy of the matter described in the going concern disclosure within the significant accounting policies as set out on note 2.3.Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.20(continued)TO

127、 THE MEMBERS OF ASIMILAR GROUP PLC Our approach to the auditOur scoping of the group and the parent company audit were tailored to enable us to give an opinion on the consolidated financial statements as a whole.The group and the parent company were subject to a full scope audit.Our application of m

128、aterialityIn planning and performing our audit we applied the concept of materiality.An item is considered material if it could reasonably be expected to change the economic decisions of a user of the consolidated financial statements.We used the concept of materiality to both focus our testing and

129、to evaluate the impact of misstatements identified.Based on our professional judgement,we determined overall materiality for the consolidated financial statements and parent company financial statements as a whole to be approximately 31,272,based on 2%of group net assets.of the consolidated financia

130、l statements.Performance materiality is set based on the audit materiality as adjusted for the judgements made as to the entity risk and our evaluation of the specific risk of each audit area having regard to the internalcontrol environment.This is set at approximately 23,454 for the group and the p

131、arent company.Where considered appropriate performance materiality may be reduced to a lower,such as,for related party transactions We agreed to report to it all identified errors in excess of approximately 1,564.Errors below that threshold would also be reported to it if,in our opinion as auditor,d

132、isclosure was required on qualitative grounds.Other informationThe other information comprises the information included in the annual report,other than the consolidated financial statements,parent company financial statementsother information contained within the annual report.Our opinion on the con

133、solidated financial statements does not cover the other information and,except to the extent otherwise explicitly stated in our report,we do not express any form of assurance conclusion thereon.Our responsibility is to read the other information and,in doing so,consider whether the other information

134、 is materially inconsistent with the consolidated financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated.If we identify such material inconsistencies or apparent material misstatements,we are required to determine whether this gives

135、rise to a material misstatement in the consolidated financial statements themselves.If,based on the work we have performed,we conclude that there is a material misstatement of this other information,we are required to report that fact.We have nothing to report in this regard.Opinions on other matter

136、s prescribed by the Companies Act 2006uneration report to be audited has been properly prepared in accordance with the Companies Act 2006.In our opinion,based on the work undertaken in the course of the audit:nancial period for which the consolidated financial statements are prepared is consistent w

137、ith the consolidated financial statements;andrequirements.21TO THE MEMBERS OF ASIMILAR GROUP PLC Matters on which we are required to report by exceptionIn the light of the knowledge and understanding of the group and the parent company and its environment obtained in the We have nothing to report in

138、 respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if,in our opinion:adequate accounting records have not been kept by the parent company,or returns adequate for our audit have not been received from branches not visited by us;ormuneration repo

139、rt to be audited are not in agreement with the accounting records and returns;orwe have not received all the information and explanations we require for our audit.Responsibilities of directorseconsolidated financial statements and for being satisfied that they give a true and fair view,and for such

140、internal control as the directors determine is necessary to enable the preparation of consolidated financial statements that are free from materialmisstatement,whether due to fraud or error.In preparing the consolidated financial statemegoing concern basis of accounting unless the directors either i

141、ntend to liquidate the group or the parent company or to cease operations,or have no realistic alternative but to do so.Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free Reasonable assurance is a high level of assurance,but is n

142、ot a guarantee that an audit conducted in accordance with ISAs(UK)will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if,individually or in the aggregate,they could reasonably be expected to influence the economic decision

143、s of users taken on the basis of these consolidated financial statements.A further description of our responsibilities for the audit of the consolidated financial statements is available on the Financial Reporting Counciwww.frc.org.uk/auditorsresponsibilities.This description forms part of our Expla

144、nation as to what extent the audit was considered capable of detecting irregularities,including fraud Irregularities,including fraud,are instances of non-compliance with laws and regulations.We identified and assessed the risks of material misstatement of the financial statements from irregularities

145、,whether due to fraud or error,and discussed these between our audit team members.We then designed and performed audit procedures responsive to those risks,including obtaining audit evidence sufficient and appropriate to provide a basis for our opinion.We obtained an understanding of the legal and r

146、egulatory frameworks within which the group and the parent company operates,focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements.The laws and regulations we considered in this context were the Companies

147、Act 2006 together with the UK adopted international accounting standards.We assessed the required compliance with these laws and regulations as part of our audit procedures on the related financial statement items.In addition,we considered provisions of other laws and regulations that do not have a

148、direct effect on the financial operate or to avoid a material penalty.We also considered the opportunities and incentives that may exist within the parent company and the group for fraud.The laws and regulations we considered in this context for the UK operations were General Data Protection Regulat

149、ion(GDPR),taxation legislation,and employment legislation.22 INDEPENDENT AUDITORS REPORT(continued)TO THE MEMBERS OF ASIMILAR GROUP PLC Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and other management a

150、nd inspection of regulatory and legal correspondence,if any.We identified the greatest risk of material impact on the financial statements from irregularities,including fraud,to be within judgement and estimates,and the override of controls by management.Our audit procedures to respond to these risk

151、s included enquiries of management and the Council about their own identification and assessment of the risks of irregularities,sample testing on the posting of journals,reviewing accounting estimates for biases,and reading minutes of meetings of those charged with governance.Owing to the inherent l

152、imitations of an audit,there is an unavoidable risk that we may not have detected some material misstatements in the financial statements,even though we have properly planned and performed our audit in accordance with auditing standards.For example,the further removed non-compliance with laws and re

153、gulations(irregularities)is from the events and transactions reflected in the financial statements,the less likely the inherently limited procedures required by auditing standards would identify it.In addition,as with any audit,there remained a higher risk of nondetection of irregularities,as these

154、may involve collusion,forgery,intentional omissions,misrepresentations,or the override of internal controls.We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.Use of our report This report is made solely to the parent co

155、mpanys 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 parent companys members those matters we are required to state to them in an auditors report and for no other purpose.To the fullest extent perm

156、itted by law,we do not accept or assume responsibility to anyone other than the parent company and the parent companys members as a body,for our audit work,for this report,or for the opinions we have formed.Lee Lederberg FCCA(Senior Statutory Auditor)For and on behalf of Edwards Veeder(UK)Limited Ch

157、artered accountants&statutory auditor 4 Broadgate Boardway Business Park Chadderton,Oldham OL9 9XA Date:26 September 2024 23ASIMILAR GROUP PLCCONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMEFOR THE 18 MONTH PERIOD ENDED 31 MARCH 2024For the 18 month period ended 31 March2024For the year ended 30 Septe

158、mber 2022NotesRevenue521,00014,000Realised(loss)/gains on investment disposals(1,551,339)226,976Administrative expenses(493,982)(735,906)Gains from remeasurement of derivative financial liabilities1656,0001,853,215Remeasurement to fair value of investments in financial assets12,13(2,921,876)(36,630,

159、063)-OPERATING(LOSS)BEFORE FINANCING ACTIVITIES(4,890,197)(35,271,778)Finance income68,02846Finance cost6(6,401)-(LOSS)BEFORE TAX7(4,888,570)(35,271,732)Tax charge10-(LOSS)AFTER TAX(4,888,570)(35,271,732)-Loss per share(pence per share)Basic11(3.86)p(28.85)p=Diluted 11(3.86)p(28.85)p=24ASIMILAR GROU

160、P PLCCompany Registration Number:04488281CONSOLIDATED STATEMENT OF FINANCIAL POSITIONFOR THE 18 MONTH PERIOD ENDED 31 MARCH 20242024As at 30 September 2022NotesASSETSNon-current assetsInvestments in financial assets held at fair value121,079,2505,761,864-1,079,2505,761,864-Current assetsInvestments

161、in financial assets held at fair value12439,298804,541Trade and other receivables14111,660153,750Cash and cash equivalents22,3007,179-573,258965,470-TOTAL ASSETS1,652,5086,727,334=EQUITY AND LIABILITIESCurrent liabilitiesTrade and other payables1588,894219,150Derivative financial liabilities held at

162、 fair value16-56,000-Total liabilities88,894275,150-EquityShare capital175,215,1905,215,190Share premium account1718,339,56218,339,562Merger relief reserve17-279,900Retained earnings17(21,991,138)(17,382,468)-Total equity1,563,6146,452,184-TOTAL EQUITY AND LIABILITIES1,652,5086,727,334=The financial

163、 statements were approved and authorised for issue by the board of directors on 26 September 2024 and were signed on its behalf byJohn TaylorChairman25ASIMILAR GROUP PLCCONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE 18 MONTH PERIOD ENDED 31 MARCH 2024ShareMergerSharePremiumReliefRetainedWarrant

164、CapitalAccountReserveEarningsReserveTotalAt 1 October 20215,214,70917,932,954279,90017,889,264157,81341,474,640Total comprehensive lossfor the year-(35,271,732)-(35,271,732)Warrant Reserve-157,813-(157,813)-Transactions with ownersShares issued481248,975-249,276-At 1 October 20225,215,19018,339,5622

165、79,900(17,382,468)-6,452,184Totalcomprehensivelossfor the year-(4,888,570)-(4,888,570)Merger Reserve(279,900)279,900-At 31 March 20245,215,19018,339,562-(21,991,138)-1,563,614=Share capitalRepresents the par value of shares in issue.Share premiumRepresents amounts subscribed for share capital in exc

166、ess of its nominal value,net of directly attributable issue costs.Merger relief reserveRepresents 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 earningsRepresents accumulated losse

167、s to date.Warrant reserveRepresents the fair value of placing warrants issued.26ASIMILAR GROUP PLCCONSOLIDATED STATEMENT OF CASH FLOWSFOR THE 18 MONTH PERIOD ENDED 31 MARCH 20242024For the year ended 30 September 2022Operating activities(Loss)for the period/year(4,888,570)(35,271,732)Adjustments for

168、:Change in trade and other receivables48,499(58,269)Change in trade and other payables(136,665)87,515Net finance income(8,028)(46)Unrealised gain on remeasurement to fair valueinvestments2,921,87634,776,848Gain on remeasurement to fair value-derivatives(56,000)-Loss/(gain)on sale of investments1,551

169、,339(226,976)-Net cash used in operating activities(567,549)(692,660)-Investing activities Payments to acquire investments-(644,230)Proceeds from sale of investments580,096714,843Finance income received2,57446-Net cash generated from investing activities582,67070,659-Financing activitiesNet proceeds

170、 from issue of shares-29,090-Net cash generated from financing activities-29,090-Net change in cash and cash equivalents15,121(592,911)Cash and cash equivalents at the start of the period/year7,179600,090-Cash and cash equivalents at the end of the period/year22,3007,179-Cash and cash equivalents co

171、nsist of:Cash and cash equivalents22,3007,179=The Group had no debt in either period,therefore no net debt reconciliation has been presented.27ASIMILAR GROUP PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE 18 MONTH PERIOD ENDED 31 MARCH 20241.GENERAL INFORMATIONAsimilar Group Plc is a publi

172、c limited company which delisted from trading on the Alternative Investment Market(AIM)on 25 May 2023 and the Aquis Exchange(AQSE)on 27 March 2024,is incorporated and domiciled in the UK.The address of its registered office is 4 More London Riverside,London,SE1 2AU.2.ACCOUNTING POLICIES 2.1Basis of

173、preparation The consolidated financial statements have been prepared in accordance with UK adapted international accounting standards(theIFRS.The consolidated financial statements have been prepared under the historical cost convention,as modified by the revaluation of financial assets and financial

174、 liabilities(including derivative instruments)at fair value through profit or loss.The preparation of consolidated financial statements requires the use of certain critical accounting estimates.It also requires management to exercise its judgement in the process of applying the Gareas involving a hi

175、gher degree of judgement or complexity,or areas where assumptions and estimates are significant to the consolidated financial statements,are disclosed in note 3.2.2Changes in accounting policies and disclosures(a)New standards,amendments and interpretations adopted by the GroupDuring the year ended

176、31 March 2024,the group has not adopted any new IFRS,IAS or amendments issued by the IASB and financial statements.(b)New standards,amendments and interpretations not yet adoptedA number of new standards and amendments to standards and interpretations are effective for annual periods beginning after

177、 1 January 2022and have not been applied in preparing these consolidated financial statements.None of these are 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 expec

178、ted to have a material impact on the Group.28ASIMILAR GROUP PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)FOR THE 18 MONTH PERIOD ENDED 31 MARCH 20242.ACCOUNTING POLICIES(continued)2.3 Going ConcernThe Group had net assets of 1,563,614 as at 31 March 2024(30 September 2022:net assets 6

179、,452,184)and generated lossafter tax of 4,888,570(30 September 2022:35,271,732)in the reporting period.Net cash generatedduring the 18 month period was 15,121(30 September 2022:absorbed 592,911).The financial statements have been prepared on the going concern basis,which assumes that the Group will

180、have sufficient funds to continue in operational existence for at least twelve months from the date of approval of the financial statements.Whilst the Group continues to hold relatively small cash balances,it holds a number of liquid,quoted investments whicsfor the Group to December 2025,take into a

181、ccount a number of scenarios including due consideration of the cost saving measures referred toand AQSE)and,taking account of reasonably possible adverse changes in the performance of the investment portfolio,indicate that the Group will have sufficient access to cash to continue in operational exi

182、stence for the next 12 months from the date of approval of the financial statements.The Company could also seek to realise some of its substantial private investments.However,there is a a risk that such forced disposal could be at a loss.Considering the above,the Directors are confident the Group re

183、mains a going concern and that,should it be required,the Group would be able to raise funds.Whilst material uncertainties relating to going concern do exist ability to continue as a going concern,at the date of signing these accounts,the Directors have concluded that the basis of preparation is appr

184、opriate.2.4ConsolidationThe consolidated financial statements include the financial statements of the Company and its subsidiaries made up to 31 March.Subsidiaries are entities over which the Group has control.The Group controls an entity when it is exposed,or has rights,to variable returns from its

185、 involvement with the entity and has the ability to affect those returns through its power over the entity.The Group has power over an entity when the Group has existing rights returns.When assessing control,the Group considers its potential voting rights as well as potential voting rights held by o

186、ther parties,to determine whether it has control.A potential voting right is considered only if the holder has the practical ability to exercise that right.Subsidiaries are consolidated from the date on which control is transferred to the Group.They are de-consolidated from the date the control ceas

187、es.The gain or loss on the disposal of a subsidiary that results in a loss of control represents the difference between(i)the fair value of the consideration of the sale plus the fair value of any investment retained in that subsidiary and and any related accumulated foreign currency translation res

188、erve.Intragroup transactions,balances and unrealised profits are eliminated.Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.Accounting policies of subsidiarieshave been changed where necessary to ensure consistency with the pol

189、icies adopted by the Group.29ASIMILAR GROUP PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)FOR THE 18 MONTH PERIOD ENDED 31 MARCH 20242.ACCOUNTING POLICIES(continued)2.5 Foreign Currency Translation(a)Functional and Presentation CurrencyThe consolidated financial statements are presente

190、d in Po(b)Transactions and BalancesForeign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured.Foreign exchange gains and losses resulting from the settlement of such transacti

191、ons and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement,except when deferred in other comprehensive income as qualifying cash flow hedges and qualifying net investment hedges.Foreign exchange

192、gains and losses that relate to borrowings and cash and cash equivalents are presented in the income statement within FFinance costsTranslation differences on non-monetary financial assets and liabilities such as equities held at fair value through profit or loss are recognised in profit or loss as

193、part of the fair value gain or loss.2.6Revenue Revenue is recognised when revenue and associated costs can be measured reliably and future economic benefits are probable.Revenue is measured at fair value of consideration received or receivable for services provided in the normal course of business,n

194、et of discounts,VAT and other sales related taxes.The Company only has one class of business,investment holdings and management,and therefore no segmental information has been presented.2.7Interest income Interest income is accrued on a time apportioned basis,by reference to the principal outstandin

195、g and at the effective interest rate applicable.30ASIMILAR GROUP PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)FOR THE 18 MONTH PERIOD ENDED 31 MARCH 20242.ACCOUNTING POLICIES(continued)2.8TaxationThe tax expense represents the sum of the current tax expense and deferred tax expense.Th

196、e tax currently payable is based on taxable profit for the year.Taxable profit differs from accounting profit as reported in the Statement of Comprehensive Income because it excludes items of income or expense that are taxable or deductible in other years and further excludes items that are never ta

197、xable or deductible.The Groupto current tax is measured using tax rates that have been enacted or substantively enacted by the reporting date.Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statement

198、s and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability method.Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable t

199、hat future taxable profits will be available against which deductible temporary differences can be utilised.Such assets and liabilities are not recognised if the temporary difference arises from goodwill or if the initial liabilities in a transaction affect either the taxable profit or the accountin

200、g profit.The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient future taxable profits will be available to allow all or part of the asset to be recovered.Deferred tax is calculated at the rates that are e

201、xpected to apply in the period when the liability is settled or the asset is realised.Deferred tax is charged or credited in the income statement,except when it relates to items charged or credited directly to equity,in which case the deferred tax is also dealt with in equity.2.9Financial assetsClas

202、sificationThe Group classifies its financial assets in the following categories:at amortised cost including trade receivables and other financial assets,at amortised cost and at fair value through profit or loss.The classification depends on the purpose for which the financial assets were acquired.M

203、anagement determines the classification of its financial assets at initial recognition.No financial assets are held at fair value through Other Comprehensive Income(OCI).Trade receivables and other non-interest bearing receivablesTrade and other non-interest bearing receivables are recognised initia

204、lly at the amount of consideration that is unconditional,unless they contain significant financing components,in which case they are recognised at fair value.The Group holds the trade receivables with the objective of collecting the contractual cash flows,and so it measures them subsequently at amor

205、tised cost using the effective interest method.The Group s accounting policy is to recognise trade receivables within current assets.(i)Fair values of trade receivablesDue to the short-term nature of the current receivables,their carrying amount is considered to be the same as their fair value.(ii)I

206、mpairment and risk exposureInformation about the impairment of trade receivables and the Grouprisk and interest rate risk can be found in note 4.31ASIMILAR GROUP PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)FOR THE 18 MONTH PERIOD ENDED 31 MARCH 20242.ACCOUNTING POLICIES(continued)Oth

207、er financial assets at amortised cost(i)Classification of financial assets at amortised costThe Group classifies its financial assets at amortised cost only if both of the following criteria are met:the asset is held within a business model whose objective is to collect the contractual cash flows;an

208、dthe contractual terms give rise to cash flows that are solely payments of principle and interest.(ii)Other receivables These amounts generally arise from transactions outside the usual operating activities of the Group.Interest could be charged at commercial rates where the terms of repayment excee

209、d six months.Collateral is not normally obtained.The non-current other receivables are due and repayable within three years from the end of the reporting period.Due to the short-term nature of the other current receivables,their carrying amount is considered to be the same as their fair value.For th

210、e majority of the non-current receivables,the fair values are also not significantly different from their carrying amounts.Financial Assets at Fair Value Through Profit or Loss(i)Classification of financial assets at fair value through profit or lossThe Group classifies the following financial asset

211、s at fair value through profit or loss(FVTPL):Equity investments for which the entity has not elected to recognise fair value gains and losses through OCI.Derivative financial assets such as options over counterparty equity instruments.(ii)Fair value,impairment and risk exposureInformation about the

212、 methods and assumptions used in determining fair value is provided in note 3.Offsetting Financial InstrumentsFinancial assets and liabilities are offset and the net amount reported in the Statement of Financial Position when there is a legally enforceable right to offset the recognised amounts and

213、there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default,insolvency or bankruptcy of the compa

214、ny or the counterparty.Derivative Financial Instruments that do not qualify for hedge accountingDerivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value.The Group s derivatives do not qualify for hedge ac

215、counting.Changes in the fair value of any derivative instrument that does not qualify for hedge accounting are recognised immediately in profit or loss and are included in other gains/(losses).Cash and cash equivalentsCash and cash equivalents include cash in hand,deposits held at call with banks an

216、d other short term deposits with maturities of three months or less.32ASIMILAR GROUP PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)FOR THE 18 MONTH PERIOD ENDED 31 MARCH 20242.ACCOUNTING POLICIES(continued)Derivative financial liabilities.They are initially recognised at fair value on

217、the date a derivative contract is entered into and are subsequently remeasured at their fair value.On the date of exercise the difference between the fair value and the cash paid on exercise is recognized as share premium.Information about the methods and assumptions used in determining fair value i

218、s provided in note 3.Trade and other receivablesTrade and other non-interest bearing receivables are initially recognised at cost and are subsequently measured at amortised cost using the effective interest method,less provision for impairment.A provision for impairment of trade receivables is estab

219、lished when there is objective and probable evidence that it is uncertain if the amount due can be collected.Movement in the provision charged or credited in the period is recognised in the income statement.The Group discounts some of its trade receivables.The accounting policy is to continue to rec

220、ognise the trade receivables within current assets and to record cash advances as borrowings within current liabilities.Trade and other payablesTrade and other payables are not interest bearing and are initially recognised at cost and are subsequently measured at amortised cost using the effective i

221、nterest method.Equity instrumentsEquity instruments issued by the Group are recorded at the proceeds received,net of direct issue costs.2.10Share based paymentsThe Company issues equity-settled options and warrants to certain employees,directors and financing parties and these are measured at fair v

222、alue at the date of grant by reference to the fair value of the equity instruments granted.The fair value determined at the grant date of equity-settled share-based payments is expensed on a straight-line basis over the vesting period(or immediately if there is no such period)number of instruments t

223、hat will eventually vest with a corresponding adjustment to equity.Fair value is measured by use of an appropriate option pricing model.The expected life used in the model has been adjusted based on-transferability,exercise restrictions,and behavioral considerations.Non-vesting and market vesting co

224、nditions are taken into account when estimating the fair value of the option at grant date.Service and non-market vesting conditions are taken into account by adjusting the number of options expected to vest at each reporting date.33ASIMILAR GROUP PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(co

225、ntinued)FOR THE 18 MONTH PERIOD ENDED 31 MARCH 20242.ACCOUNTING POLICIES(continued)2.11Earnings per shareBasic earnings per share is calculated by dividing:the profit or loss attributable to owners of the company,excluding any costs of servicing equity other than ordinary shares;by the weighted aver

226、age number of ordinary shares outstanding during the financial year,adjusted for bonus elements in ordinary shares issued during the year and excluding treasury shares(note 11).Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:t

227、he after-income tax effect of interest and other financing costs associated with dilutive potential ordinary shares;andthe weighted average number of additional ordinary shares that would have been outstanding,assuming the conversion of all dilutive potential ordinary shares2.12Related partiesA rela

228、ted party is a person or entity that is related to the Group.(A)(i)has control or joint control over the Group;(ii)has significant influence over the Group;or(iii)is a member of the key management personnel of the Company or of a parent of the Company.(B)An entity is related to the Group if any of t

229、he following conditions applies:(i)The entity and the Company are members of the same group(which means that each parent,subsidiary and fellow subsidiary is related to the others).(ii)One entity is an associate or joint venture of the other entity(or an associate or joint venture of a member of a gr

230、oup of which the other entity is a member).(iii)Both entities are joint ventures of the same third party.(iv)One entity is a joint venture of a third entity and the other entity is an associate of the third entity.(v)The entity is a post-employment benefit plan for the benefit of employees of either

231、 the Group or an entity related to the Group.If the Group is itself such a plan,the sponsoring employers are also related to the Group.(vi)The entity is controlled or jointly controlled by a person identified in(A).(vii)A person identified in(A)(i)has significant influence over the entity or is a me

232、mber of the key management personnel of the entity(or of a parent of the entity).(viii)The entity,or any member of a group of which it is a part,provides key management personnel services to the Company or to a parent of the Company.34ASIMILAR GROUP PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(

233、continued)FOR THE 18 MONTH PERIOD ENDED 31 MARCH 20242.ACCOUNTING POLICIES(continued)2.13 Provisions and contingent liabilitiesProvisions are recognised for liabilities of uncertain timing or amount when the Group has a present legal or constructive obligation arising as a result of a past event,it

234、is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made.Where the time value of money is material,provisions are stated at the present value of the expenditures expected to settle the obligation.Where it is not probable that an o

235、utflow of economic benefits will be required,or the amount cannot be estimated reliably,the obligation is disclosed as a contingent liability,unless the probability of outflow is remote.Possible obligations,whose existence will only be confirmed by the occurrence or non-occurrence of one or more fut

236、ure events are also disclosed as contingent liabilities unless the probability of outflow is remote.2.14Events after the reporting periodthe reporting period or those that indicate the going concern assumption is not appropriate are adjusting events and are reflected in the financial statements.Even

237、ts after the reporting period that are not adjusting events are disclosed in the notes to the financial statements when material.35ASIMILAR GROUP PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)FOR THE 18 MONTH PERIOD ENDED 31 MARCH 20243.Critical accounting judgements and key sources of

238、 estimation uncertainty Estimates and judgements are continually evaluated and are based on historical experience,internal controls,advice from external experts and other factors,including expectations of future events that are believed to be reasonable under circumstances.The following estimates ar

239、e considered integral to the Groupinformation:Investment valuationThe Group has a number of level 3 investments(see note 13)whereby their valuation is determined in whole or in part using valuation techniques based on assumptions that are not supported by prices from observable market transactions i

240、n the same instrument and not based on available observable data.Valuation of unlisted equity investmentsIn the absence of quoted market prices in an active market,the directors estimate the fair value of the Groupunlisted equity investment,by considering information from a variety of sources,includ

241、ing the latest published financial information,the historical data on market volatility as well as the price and industry and sector performanceAsimilar holds 24 million AAA shares,representing 1.1%(30 September 2022:24 million 1.2%)of the issued share capital.In the absence of quoted market prices

242、in an active market,the directors estimate the fair value of the Groupinvestment in AAA,by considering information from a variety of sources,including the latest published financial information.Veative Group Holdings Plc(formerly Dev Clever HoldiThe Group held 72.3 million shares of the issued share

243、 capital.On 30 October 2023 an Official Receiver and Liquidator was appointed under a court order to wind up the company.Under the circumstances it is unlikely that the Company will receive any funds.Derivative liabilities AIL consideration warrantsThe fair value of derivative liabilities at the bal

244、ance sheet date of nil(2021:56,000)as the warrants have expired.Magic Media Works Unsecured Loan NotesThe fair value of the loan notes at the balance sheet date of nil(2021:1,045,551)In August 2024 the company appointed agents for an accelerated sale of the business.As a result it is unlikely that t

245、he Loan Note holders will receive any funds 36ASIMILAR GROUP PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)FOR THE 18 MONTH PERIOD ENDED 31 MARCH 20244.Financial Risk ManagementFinancial Risk Factors(including currency risk,fair value interest programme focuses on the unpredictability

246、of financial markets and seeks to minimise potential adverse effects on the Risk management is carried out under policies approved by the Board of Directors.The Board provides principles for overall risk management,as well as policies covering specific areas,such as foreign exchange risk,interest ra

247、te risk,credit risk,use of derivative financial instruments and non-derivative financial instruments,and investment of excess liquidity.(i)DerivativesDerivatives held by the Company are for speculative investment and not for economic hedging purposes.They are They are presented as current assets or

248、liabilities to the extent that they are expected to be settled within 12 months after the end of the reporting period.Information about the derivatives used by the Group is provided in notes 12 and 16.(ii)Fair value measurementFor information about the methods and assumptions used in determining the

249、 fair value of investments,refer to note 3.(a)Market Risk(i)Foreign Exchange RiskThe Directors do not consider the Group to be exposed to a significant currency risk in the current year.(ii)Price RiskThe Group is exposed to equity securities price risk because of investments held by the Group,classi

250、fied on the consolidated Statement of Financial Position at fair value through profit or loss.The Group is not exposed to commodity price risk.Sensitivity analysis-tax loss for the year and on total equity.The analysis is based on the assumption that the equity investments had increased/decreased by

251、 5%,with all other variables held constant.Where option pricing models with unobservable inputs have been used to derive fair values,the impact of changes in the most significant input assumption has been demonstrated.37ASIMILAR GROUP PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)FOR T

252、HE 18 MONTH PERIOD ENDED 31 MARCH 2024Level 3 Investments in equity instrumentsImpact on post-taxprofit/lossImpact on total equity2024202220242022Financial assets at fair value through profit or loss increase in value5%74,023224,30274,023224,302Financial assets at fair value through profit or loss d

253、ecrease in value5%(74,023)(224,302)(74,023)(224,302)Post-tax loss for the year would increase/decrease as a result of gains/losses on equity securities and derivative financial instruments classified as at fair value through profit or loss.(iii)Interest Rate RiskThe Group currently funds its operati

254、ons through the use of equity.Cash at bank which is denominated in sterling,is to interest rate risk.Any decrease in interest rate to a minimum of 0%would have an insignificant impact on the interest income received by the Group.(b)Credit Risk(i)Risk ManagementCredit risk is mitigated by the Group v

255、ia managing and analysing the credit risk for each new debtor before terms and conditions are offered.Credit risk arises from cash and cash equivalents,derivative financial instruments and deposits with banks and financial institutions,as well as credit exposures to outstanding receivables and commi

256、tted transactionsare accepted.While cash and cash equivalents are also subject to the impairment requirements of IFRS 9,the identified impairment loss was immaterial.(c)Liquidity RiskThe principal risk to which the Group is exposed is liquidity risk.The nature of the Groups activities means it finan

257、ces its operations through retained earnings,the issue of new shares to investors and realisation of liquid investmentscapital requirements.The Group seeks to manage liquidity through planning,forecasting,and careful cash management.For much of the year the Group has liquidated some of its level 1 i

258、nvestments to ensure sufficient working capital in the business.Capital Risk ManagementThe Groups main objective when managing capital is to protect returns to shareholders by ensuring the Group will continue to invest and trade profitably in the foreseeable future.The Group also aims to maximise it

259、s capital structure of equity so as to minimise its cost of capital.The Group expects its current and projected capital resources to be sufficient to cover its existing liabilities.The Group has not made any changes to its capital management during the year.38ASIMILAR GROUP PLCNOTES TO THE CONSOLIDA

260、TED FINANCIAL STATEMENTS(continued)FOR THE 18 MONTH PERIOD ENDED 31 MARCH 20245.REVENUE AND OTHER INCOME20242022Revenue:Management fees 21,00014,000=The Company only has one class of business,investment holdings and management,and therefore no segmental information has been presented.6.FINANCE INCOM

261、E AND COSTS20242022Bank and other interest received8,02846-8,02846=Other interest payable6,401-6,401-=7.LOSS FOR THE YEAR BEFORE TAX20242022Loss for the year is stated after charging:-32,46947,350-interim financial statement review services-2,200=8.20242022Aggregate emoluments including benefits in

262、kind and valuation ascribed to share based payments,by director,are as follows:-Sohail Bhatti8,33350,000John Taylor6,00036,000Mark Horrocks6,00036,000Michael Preen6,00036,000-Aggregate emoluments26,333158,000=39ASIMILAR GROUP PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)FOR THE 18 MON

263、TH PERIOD ENDED 31 MARCH 20248.DIRECTORS EMOLUMENTS(continued)No warrants were granted to directors during the year.The number of directors for whom retirement benefits are accruing under defined contribution schemes was nil(2021:Nil).The total contributions payable during the year amounted to Nil(2

264、022:Nil).Exercisable warrants held by directors who held office at the relevant balance sheet date are detailed below:20242022NumberNumberCurrent directorsSohail Bhatti-exercise price 5p,exercised 28 July 2022 -Sohail Bhatti-exercise price 10p,expired 3 December 2022-1,000,000John Taylor-exercise pr

265、ice 10p,expired 3 December 2022-2,000,000Mark Horrocksexercise price 0.01p,exercised 20 September 2022-Mark Horrocksexercise price 0.01p,expires 31 December 2025-3,150,000Mark Horrocksexercise price 30p,expires 22 October 20231,000,0001,000,000Michael Preenexercise price 60p,expires 17 June 2024250,

266、000250,000-1,250,0007,400,000=9.STAFF COSTS 20222024NumberNumberThe average monthly number of employees(including directors)during the year wasAdministration44=Employment costsWages and salaries26,333158,000Social security costs22,26611,773Warrants granted(note 18)-48,599169,773=40ASIMILAR GROUP PLC

267、NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)FOR THE 18 MONTH PERIOD ENDED 31 MARCH 202410.TAXATION2024202210(a)Current year taxUK corporation tax(note 10(b)-=10(b)Factors affecting the tax charge for the year(Loss)/Profit on ordinary activities before taxation(4,888,570)(35,271,732)-(Lo

268、ss)/Profit on ordinary activities before taxation multiplied by the mainrate of UK corporation tax 25%(2022:19%)(1,222,143)(6,701,629)-Effects of:Unrealised loss on remeasurement to FV1,104,304(6,607,601)Capital gains difference at 19%-43,125Non deductible expenses-22,033Deferred tax not recognized1

269、17,839(159,186)-Current tax charge-=The Company has unutilised losses carried forward of 3,096,803(30 September 2022:1,544,704).As at 31 March 2024the Group and Company had unrealised chargeable losses of 4,208,005(30 September 2022:losses 4,331,894)which give rise to a potential deferred tax asset

270、of 799,520(30 September 2022:asset 823,060).No deferred tax asset has been recognised in respect of these losses,as there is no certainty as to when the asset can be utilised.The Group and Cdeferred tax balance and charge for the year were nil(30 September 2022:nil).Asimilar Investments Limited has

271、no tax charge for the current year and is considered outside the scope of UK corporation tax.11.EARNINGS PER SHAREThe calculations of earnings per share are based on the following profits and number of shares.20242022BasicDilutedBasicDiluted(Loss)/profit for the financial year(4,888,570)(4,888,570)(

272、35,271,732)(35,271,732)-Weighted average number of shares forbasic and diluted profit per share126,498,125126,498,125122,244,418122,244,418=(Loss)/profit per share(pence per share)(3.86p)(3.86p)(28.85p)(28.85p)=IAS 33 requires presentation of diluted EPS when a company could be called upon to issue

273、shares that would decrease earnings per share,or increase the loss per share.For a loss making Company with outstanding share options,net loss per share would be decreased by the exercise of the options.Therefore,per IAS33:36 the antidilutive potential ordinary shares are disregarded in the calculat

274、ion of diluted EPS.41ASIMILAR GROUP PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)FOR THE 18 MONTH PERIOD ENDED 31 MARCH 202412FINANCIAL ASSETS(a)Summary of financial assets20242022Non-CurrentInvestments in financial assets designated at fair value through profit or loss(see(b)1,079,25

275、05,761,864-1,079,2505,761,864CurrentInvestments in financial assets designated at fair value through profit or loss(see movement analysis in(c)439,298804,541Trade receivables carried at amortised cost(Note 14)76,84799,360-516,145903,901=1,595,3956,665,765=(b)Analysis of movement of non-current inves

276、tments20242022Financial assets designated at fair value through profit or lossNon CurrentFair value of investments brought forward5,761,86436,312,424Purchases during the year5,4541,598,154Disposals during the year(1,813,798)(1,471,868)Net unrealised (loss)/gain in fair value(2,874,270)(30,676,846)-F

277、air value of investments carried forward1,079,2505,761,864=(c)Analysis of movement of current financial assets20242022Financial assets designated as held at fair value through profit or lossCurrentFair value of investments brought forward804,5416,727,681Purchases during the year-30,076Disposals duri

278、ng the year(317,637)-Net unrealised(loss)/gain in fair value(47,606)(5,953,216)-Fair value of investments carried forward439,298804,541=Current investments are investment held for short term and expected to be realised within 12 months of the balance sheet date,whereas non-current investments are he

279、ld for the longer term.There is uncertainty that the short term investment values will be realised as are dependent on future values and liquidity of demand.42ASIMILAR GROUP PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)FOR THE 18 MONTH PERIOD ENDED 31 MARCH 202412FINANCIAL ASSETS(cont

280、inued)Financial assets held at amortised costNo assets were held at amortised costsStatement.13.FAIR VALUE OF FINANCIAL INSTRUMENTSIFRS 9 requires the Group to classify financial instruments at fair value using a fair value hierarchy that reflectsthe significance of the inputs used in making the mea

281、surement.The fair value hierarchy has the following levels:quoted prices(unadjusted)in active markets for identical assets or liabilities(Level 1);inputs other than quoted prices included within Level 1 that are observable for the asset or liability,either directly(that is,as prices)or indirectly(th

282、at is,derived from prices)(Level 2);inputs for the asset or liability that are not based on observable market data(that is,unobservable inputs)(Level 3).(a)Financial instruments classified as level 1The fair value of financial instruments traded in active markets is based on quoted market prices at

283、the end of the reporting period.A market is regarded as active if quoted prices are readily and regularly available from an exchange,dealer,broker,industry group,pricing service or regulatory agency,and those prices represent actual and regularly Group is the current bid price.These instruments are

284、included in Level 1.Instruments included in Level 1 compriseequity investments classified as trading securities or available-for-sale.(b)Financial instruments classified as level 2The fair value of financial instruments that are not traded in an active market(for example,over-the-counter derivatives

285、)is determined by using valuation techniques.These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity-specific estimates.If all significant inputs required to fair value an instrument are observable,the instrument is include

286、d in Level 2.If one or more of the significant inputs is not based on observable market data,the instrument is included in Level 3.Specific valuation techniques used to value financial instruments include:quoted market prices or dealer quotes for similar instruments;the fair value of interest rate s

287、waps is calculated as the present value of the estimated future cash flows based on observable yield curves;the fair value of forward foreign exchange contracts is determined using forward exchange rates at the end of the reporting period,with the resulting value discounted back to present value;oth

288、er techniques,such as discounted cash flow analysis,are used to determine fair value for the remaining financial instruments.The Group holds no financial instruments classified as level 2.43ASIMILAR GROUP PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)FOR THE 18 MONTH PERIOD ENDED 31 MA

289、RCH 2024(c)Financial instruments classified as level 3The fair value of financial instruments that are not traded in an active market(for example,over-the-counter derivatives)and determined by using valuation techniques which require significant adjustment based on unobservable inputs are included i

290、n level 3.The determination of what constitutes observable requires judgement by the Group.The Group considers observable data to be market data that is readily available,regularly distributed or updated,reliable and verifiable,not proprietary,and provided by independent sources that are actively in

291、volved in the relevant market.For financial instruments classified as level 3 the Group uses a combination of internal and external valuations.Where management determines an external valuation is appropriate the Group engages with professional service providers.Specific valuation techniques include:

292、Market approach(utilising EBITDA or revenue multiples,industry value benchmarks and available market prices approaches);Net asset approach;Income approach(utilising discounted cash flow,replacement cost and net asset approaches);Desktop valuations based on price of a recent transaction when transact

293、ion price/cost is considered indicative of fair value;andActuarial valuations using Monte Carlo,Black Scholes and adjusted binomial models.1 March 2024:Level 1Level 3TotalHeld at fair valueAt 1 October 202129,655,88313,384,22243,040,105-Additions during the year57,4761,570,7541,628,230Disposals duri

294、ng the year(487,868)(984,000)(1,471,868)Reclassification*(27,199,661)27,199,661-Revaluation recognised in statement of comprehensive income(1,204,962)(35,425,100)(36,630,062)-At 1 October 2022820,8685,745,5376,566,405-Additions during the year-5,4545,454Disposals during the year(669,336)(1,462,100)(

295、2,131,436)Revaluation recognised in statement of comprehensive income(113,442)(2,808,433)(2,921,875)-At 31 March 202438,0901,480,4581,518,548-Net book valueAt 31 March 202438,0891,480,4571,518,546=At 30 September 2022 820,8685,745,5376,566,405=*Veative holding has been reclassified from Level 1 to L

296、evel 3 as the company was suspended from AIM and subsequently delisted and failed to meet the definition of Level 1 holdings.44ASIMILAR GROUP PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)FOR THE 18 MONTH PERIOD ENDED 31 MARCH 2024financial liabilities that are measured at fair value a

297、t 31 March 2024:Level 1Level 3TotalHeld at fair valueAt 1 October 2022-56,00056,000Fair value adjustment-(56,000)(56,000)-At 31 March 2024-There were no transfers between levels during the year.Refer to note 3 for further details of specific level 3 valuations performed during the year.Refer to note

298、 4 for sensitivity analysis on changes to financial instruments carried at fair value.14.TRADE AND OTHER RECEIVABLES20242022Trade receivables4,2008,400Prepayments and accrued income34,81354,390Other receivables72,64790,960-111,660153,750=The Directors consider the carrying value of trade and other r

299、eceivables to equal their fair value.No interest is charged on receivables.The Directors consider trade receivables held at amortised cost to have no significant financing element,and the effect of discounting to be immaterial.15.TRADE AND OTHER PAYABLES20242022Trade payables33,84641,016Accruals and

300、 deferred income55,04881,814Other taxes and social security-96,320-88,894219,150=The Directors consider the carrying value of trade and other payables to equal their fair value.45ASIMILAR GROUP PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)FOR THE 18 MONTH PERIOD ENDED 31 MARCH 202416.

301、DERIVATIVE FINANCIAL LIABILITIES20242022Derivative liabilities-56,000=On 30 August 2020 as part of the consideration advanced for the acquisition of AIL,Asimilar Group Plc granted warrants to subscribe for up to 6,300,000 Asimilar Group Plc ordinary shares in two tranches of up to 3,150,000 warrants

302、 per tranche.The warrants represent derivatives over own equity and have been recognised as derivative financial liabilities.Refer to note 3 for further details regarding the valuation of derivative financial liabilities.Refer to note 4 for sensitivity analysis on changes to financial liabilities ca

303、rried at fair value.The change in the fair value of the warrants from 56,000 to nil as at 31 March 2024 represents a fair value gain to the Group from start of the period to balance sheet date which has been recognised in the income statement.17.SHARE CAPITAL20242022Issued and fully paidAs at 1 Octo

304、ber 20225,215,1905,214,709Issue of 4,814,182(2021:14,322,500)Ordinary shares of 0.01p each-481-At 31 March 20245,215,1905,215,190=The Company has the following classes of share capitalOrdinary shares 126,489,125 (2021:121,683,943)shares of 0.01p each12,64912,649A deferred shares(44,132,276 shares of

305、 9.99p each)4,408,8154,408,815Deferred shares(8,819,181 shares of 9p each)793,726793,726-5,215,1905,215,190=Share Premium20242022As at 1 October 202218,339,56117,932,954Shares issued during the year(net of costs)-248,794Transfer from warrant reserve on expiration of placing warrants-157,813-At 31 Ma

306、rch 202418,339,56118,339,561=46ASIMILAR GROUP PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)FOR THE 18 MONTH PERIOD ENDED 31 MARCH 202417.SHARE CAPITAL(continued)Share transaction historyDuring the period ended 31 March 2024 no share transactions took place.The ordinary shares have ful

307、l voting rights,priority dividend rights and priority in the case of winding up.The deferred shares of 9.99p each have no voting rights and shareholders are not entitled to any dividend,and only receive the nominal amount paid up on their share after there has been distributed 1,000,000 to each of t

308、he holders of the ordinary shares.The deferred shares shall not entitle the holders thereof to any further or other right of participation in the assets of the Company.The A deferred shares have no voting rights and shareholders are not entitled to any dividend.Holders of Adeferred shares shall be e

309、ntitled to the amount paid up or credited as paid up on the A deferred shares to be paid out of the assets of the Company available for distribution among the members,after payment,to the holders of deferred Shares of the amounts paid up thereon.The holders of the A deferred shares shall not be enti

310、tled to any other or further right to participate in the assets of the Company.WarrantsMovements in warrants during the yearWarrant numberExercise price(pence)Vest dateExpiry dateAs at 1 October 20225,000,00010p03/12/201903/12/20221,000,00030p22/10/202022/10/20233,150,0000.01p*31/08/202031/12/202525

311、0,00060p18/06/202117/06/2024-9,400,000Weighted average price10.10pLapsed(5,000,000)10p03/12/201903/12/2022(1,000,000)30p22/10/202022/10/2023Cancelled(3,150,000)0.01p*31/08/202031/12/2025-250,000=Weighted average price60pAs at 31 March 2024250,00060p18/06/202117/06/2024-250,000=Weighted average price

312、60p*Exercisable in the event mid market price of DevClever Holdings Plc is or exceeds 55p for at least 5 consecutive business days.47ASIMILAR GROUP PLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)FOR THE 18 MONTH PERIOD ENDED 31 MARCH 202417.SHARE CAPITAL(continued).No warrants were issu

313、ed during the year.Warrant Reserve20242022As at 1 October 2022-157,813Transferred to share premium on expiration of placing warrants-(157,813)-At 31 March 2024-157,813=18.SHARE BASED PAYMENTSThe Company did not issue any options or warrants during the year.The total value of share based payments rec

314、ognised as expenditure during the year was nil(2022:Nil).This amount has also been credited to equity in accordance with the provisions of IFRS 2:Share Based Payments.19.ULTIMATE CONTROLLING PARTYTindividual holding exceeding 3%of issued share capital.20.RELATED PARTY DISCLOSURESDirectors remunerati

315、on is shown in Note 8.There were no key management personnel other than the Directors(2021:none).Mark Horrocks is a member of Intrinsic Capital LLP which administers the listed investments held by Asimilar Group Plc.Management fees paid during the year were 7,254(2022:20,719).These were fully paid d

316、uring the year.There were no other transactions falling within the scope of IAS 24 Related Party Disclosures.48ASIMILAR GROUP PLCCompany Registration Number:04488281COMPANY STATEMENT OF FINANCIAL POSITIONFOR THE 18 MONTH PERIOD ENDED 31 MARCH 202418 Months period ended 31 March 2024Year ended 30 Sep

317、tember 2022NotesASSETSNon-current assetsInvestments in financial assets IV1,079,2503,631,864-1,079,2503,631,864-Current assetsInvestments in financial assets IV439,298804,541Receivable from group companies-2,134,695Trade and other receivablesIV/VI111,660148,572Cash and cash equivalents22,3002,484-57

318、3,2583,090,292-TOTAL ASSETS1,652,5086,722,156=EQUITY AND LIABILITIESCurrent liabilitiesTrade and other payablesVII88,894213,971-Derivative financial liabilitiesVIII-56,000-Total liabilities88,894269,971-EquityShare capitalIX5,215,1905,215,190Share premium account18,339,56218,339,562Merger relief res

319、erve279,900279,900Warrant reserve-Retained earnings(22,271,038)(17,382,467)-Total equity1,563,6146,452,185-TOTAL EQUITY AND LIABILITIES1,652,5086,722,156=The loss for the parent company for the year was 4,888,570(2021:loss 9,365,264).The financial statements were approved and authorised for issue by

320、 the board of directors on 26 September 2024 and were signed below on its behalf byJohn TaylorChairman49ASIMILAR GROUP PLCCOMPANY STATEMENT OF CHANGES IN EQUITY FOR THE 18 MONTH PERIOD ENDED 31 MARCH 2024ShareMergerSharePremiumReliefWarrantRetainedCapitalAccountReserveReserveEarningsTotalAt 1 Octobe

321、r 20215,214,70917,932,955279,900157,813(8,017,204)15,568,173Total comprehensive-(9,365,264)(9,365,264)income for the yearShare based payments157,813-(157,813)-Transactions with ownersShares issued481248,794-249,275-At 1 October 20225,215,19018,339,562279,900-(17,382,468)6,452,184Total comprehensive-

322、(4,888,570)(4,888,570)loss for the yearMerger reserve-(279,900)-279,900-Transactions with ownersShares issued-At 31 March 20245,215,19018,339,562-(21,991,138)1,563,564=Share capitalRepresents the par value of shares in issue.Share premiumRepresents amounts subscribed for share capital in excess of i

323、ts nominal value,net of directly attributable issue costs.Merger relief reserveRepresents 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 earningsRepresents accumulated losses to dat

324、e.Warrant reserveRepresents the fair value of placing warrants issued.50ASIMILAR GROUP PLCCOMPANY STATEMENT OF CASH FLOWSFOR THE 18 MONTH PERIOD ENDED 31 MARCH 202420242022Operating activitiesLoss for the year(4,888,570)(9,365,264)Adjustments for:Changes in trade and other receivables43,321(53,887)C

325、hanges in trade and other payables(197,077)84,292Net finance income (301,834)(187,277)Derivative fair value movement(56,000)(1,853,215)Unrealised(losses)/gains on remeasurement to fair value2,431,1417,117,618Realised gains1,551,339(226,976)Provision for intercompany(non-cash transaction)821,6803,824

326、,012-Net cash generated/(used)in operating activities(596,000)(660,697)-Investing activities Payments to acquire investments-(306,390)Proceeds on disposal of investments580,096714,845Loans repaid-Receipts/(Payments)to group companies33,14670,000Net finance income2,57446-Net cash generated/(used)in i

327、nvesting activities615,816478,501-Financing activitiesNet proceeds from issue of shares-478,501-Net cash generated from financing activities-29,091-Net decrease in cash and cash equivalents19,816(153,106)Cash and cash equivalents at the start of the year2,484155,590-Cash and cash equivalents at the

328、end of the year22,3002,484-Cash and cash equivalents consist of:Cash and cash equivalents22,3002,484=The Company had no debt in either period,therefore no net debt reconciliation has been presented.51ASIMILAR GROUP PLCNOTES FORMING PART OF THE COMPANY FINANCIAL STATEMENTSFOR THE 18 MONTH PERIOD ENDE

329、D 31 MARCH 2024I.GENERAL INFORMATIONAsimilar Group Plc is a public limited company which is listed on the Alternative Investment Market(AIM)and AQUIS exchange,and is incorporated and domiciled in the UK.The address of its registered office is 4 More London Riverside,London,SE1 2AU.The company follow

330、s the same accounting policies as the Group.Only different or additional policies are noted here.II.ACCOUNTING POLICIES The separate financial statements of the Company are presented as required by the Companies Act 2006.As permitted by the Act the separate financial statements have been prepared in

331、 accordance with International Financial Reporting Standards as adopted by the European Union.The principal accounting policies adopted are the same as those set out in note 2 to the consolidated financial statements except as noted below:Valuation of investmentsInvestments in subsidiaries are state

332、d at cost less any provision for impairment in value.III.INCOME FOR THE FINANCIAL PERIODThe Company has taken advantage of the exemption allowed under s408 of the Companies Act 2006 and has not presented its own profit and loss account in these financialloss after taxation for the period was 4,888,5

333、70(30 September 2022:9,365,264).All staff employed under Asimilar Group Plc and staff numbers are shown in note 9.Total staff costs were 48,599(30 September2022:169,773).52ASIMILAR GROUP PLCNOTES FORMING PART OF THE COMPANY FINANCIAL STATEMENTSFOR THE 18 MONTH PERIOD ENDED 31 MARCH 2024IVFINACIAL INSTRUMENTS20242022Non-CurrentInvestments in financial assets designated at fair value through profit