Final Results

RNS Number : 2707X

Asimilar Group PLC

30 April 2021

The information contained in this announcement is deemed by the Company to constitute inside information as stipulated under the EU Market Abuse Regulation (596/2014). Upon publication of the announcement via a regulatory information service, this information is considered to be in the public domain.

ASIMILAR GROUP PLC ('ASIMILAR' OR 'THE COMPANY' OR "THE GROUP")

Final Results

Asimilar Group plc (AIM: ASLR), the AIM quoted investment company focused on technology opportunities in the fields of big data, machine learning, telematics and the Internet of Things (IoT) , announces its audited Final Results for the year ended 30 September 2020.

Annual Reports and Accounts

The Group's Annual Report and Accounts for the year to 30 September 2020 will be posted to shareholders shortly.

Contacts

Asimilar Group plc
John Taylor, Non-Executive Chairman	via Buchanan

Cairn Financial Advisers LLP
Sandy Jamieson / Liam Murray	Tel: +44 20 7213 0880

Peterhouse Capital Limited
Duncan Vasey / Lucy Williams	Tel: + 44 20 7220 9797

Buchanan Communications Limited
Richard Oldworth / Chris Lane	Tel: +44 (0) 20 7466 5000

Introduction

I am pleased to present the annual report and consolidated financial statements for Asimilar Group plc ("Asimilar", "the Group", or "the Company"), for the financial year ended 30 September 2020.

Technology is at the foundation of our investment criteria. We invest in businesses that develop purpose-built technology and operational expertise with potential to scale and generate positive returns for shareholders. We back founders that have a dedicated passion and competency for creating and engineering premium customer experiences through technology, content and product innovation.

As an investment business we evaluate a significant pipeline of potential investment opportunities based on the principles of our stated investment criteria. Before investing, the board always evaluates the opportunities diligently and takes valued input from key shareholders and our investor partners on the value potential of the investment opportunities.

As a board we take active positions within our investment companies so that we can partner and support our investee founders and boards proactively, in their strategy and business plan execution, thereby seeking to grow and optimise our investments for shareholders. As an investment business, we are dependent on the investee companies successfully executing their business plans and managing a positive exit for our investment and investors, which sometimes take longer than initially envisaged.

The board has evaluated a number of options to maintain positive momentum and capitalise on new opportunities in the market that we believe are in the best interests of shareholders.

Investment Strategy

On 2 October 2019, we announced that the board had conducted a review of the Company's investment strategy and that the board had decided that, in the light of the current market conditions and pipeline opportunities, within the scope of its current investment strategy it should give particular focus to technology opportunities in the fields of big data, machine learning, telematics and the internet of things (IoT).

Financial Review

Total comprehensive income for the year was £392,329 (2019: loss £731,784). Unrealised losses on investments were £1,778,363 (2019: loss £52,930) and realised gains on investments were £5,728 (2019 impairment loss: £446,973). Cash at the bank at the year-end was £709,819 (2019: £242,415).

As at 30 September 2020, total assets were £12,547,890 (2019: £2,995,972) and the net fair value of investments held was £8,794,403 (2019: £2,684,091). Total net assets were £10,591,255 (2019: £2,968,527) which represents 11.60 (2019: 5.69) pence per share.

Other income received during the year was £1,140,000 of Mesh Holdings Plc shares received in exchange for Asimilar's option to invest in Sentiance NV.

The fair value gain on asset acquisition of £1,649,436 represents the difference between fair value of assets and liabilities acquired on acquisition of Intrinsic Capital (Jersey) Limited and the consideration paid (further detail is provided in note 5 of the financial statements).

Simplestream Limited ("Simplestream")

Simplestream create Next Generation TV services for broadcast, sport and media brands. The company is a market leader for its Live2VOD and Hybrid TV solutions, including Sports Video Platform, Cloud TV and Telco TV solutions. Clients include: A&E Networks; AMC Networks; Nova TV Sony Traceplay; QVC TV; Box Nation; Little Dot Studios and At The Races amongst others.

Simplestream's cloud based Media Manager platform provides broadcasters and rights owners with an end-to-end technology services eco-system, with a full range of multi-platform TV and video distribution products including: low latency online simulcasts of TV channels, real-time sports highlights clipping, broadcaster catch-up services, social video syndication and subscriber management services.

Simplestream's technology platform also provides multi-channel, multi-territory frontend templated applications for a complete range of connected devices including mobiles, tablets, connected TVs and fast growing over the top (OTT) platforms such as Amazon Fire TV, Apple TV and Roku. In the UK, Simplestream's "Hybrid TV" solution is used by leading broadcasters to power "catchup" services on Freeview, Freesat, YouView and EETV.

Simplestream delivers services across Europe, the US, Africa and the Far East with further international expansion planned for 2021.

In September 2020 the company raised £275,856 under the UK government supported Future Funds Convertible Loan Scheme. Asimilar invested £21,000 as part of this fund raise.

At 30 September 2020 Asimilar held 9,943 (2019: 9,943) shares in Simplestream, which represents 6.34% (2018: 6.34%) on a fully diluted basis.

Gfinity plc ("Gfinity")

Gfinity is a world-leading esports solutions provider. It focuses on designing, developing and delivering esports solutions for e-games publishers, rights holders and brands. It has contracts and partnership arrangements with EA Games, Microsoft, FIFA, Formula 1 and Indycar.

During the year the company embarked on a major restructuring program to reduce overhead costs by over 60%. In April 2020 it successfully raised £2.25m. It also agreed a number of deals including the launch of Virtual Grand Prix series with Formula 1 and a 5 Year partnership with Abu Dhabi Motorsport Management. Gfinity achieved growth of 641% in monthly users on its Digital Media Platform over a 12 month period to June 2020.

At 30 September 2020 Asimilar held 400,000 (2019: 400,000) shares in Gfinity which represent 0.05% (2019: 0.08%) on a fully diluted basis.

AudioBoom plc ("AudioBoom")

AudioBoom is one of the world's leading spoken-word audio or podcasting platforms for hosting, distributing and monetising content that enables the creation, broadcast and syndication of audio content across multiple networks and geographies.

On 10 February 2020 AudioBoom announced a strategic review and a Formal Sales Process (FSP) under the City Code on Takeovers and Mergers. On 14 October 2020 the company announced a fundraise of £3.15m and an end to the strategic review and FSP. The board considered that "in light of the very encouraging growth and resilience to global events" to focus on organic growth.

At 30 September 2020 Asimilar held 53,400 (2019: 53,400) shares in AudioBoom which represents 0.34% (2019: 0.38%) on a fully diluted basis.

Magic Media Works Ltd ("Magic Media")

Magic Media is a music entertainment technology business. The company's mission is to bring families together through shared music entertainment experiences, making every home a connected home.

ROXi, which was launched by Magic Media in 2017 is the world's first 'made for TV' music entertainment product, delivering music entertainment experiences that allow consumers to listen, sing, dance and play together at home.

ROXi is backed by celebrity curators Kylie Minogue, Robbie Williams and Sheryl Crow, ROXi delivers its unique interactive experience through the stylish ROXi Console, as well as through major Smart TV and Pay TV platforms, including Sky .

Offering unlimited music, karaoke-style singing, global radio access, an ambient sound machine and ROXi's unique music trivia game, Name That Tune, ROXi is highly differentiated and popular with its target market of older, family consumers. The company has global rights agreements with the major labels (Universal Music Group, Sony Music Group, Warner Music Group) and major independents including Merlin Music, providing customers with one year's access to a premium music catalogue of over 55 million music tracks.

In addition to effortless media discovery and consumption, ROXi's vision is to create experiences that bring people together around music, and support activity beyond simply listening to music, with a clearly differentiated software and hardware offering. ROXi has built a multi-territory media platform with localisation available for language, search, catalogue and playlist curation.

The company strengthened its board through the appointment of Rupert Howell (ex-MD, ITV plc) as independent Non- Executive Chairman and Serene Sass (ex-Warner Music) and Carol Weatherall (ex-eVentures) as independent Non-Executive Directors.

In March 2020 the company launched a new funding raise to support expansion in the UK and internationally. This round was over-subscribed and over £2.0 million was raised.

On 8 September 2020 Sky Q launched the ROXi music service bringing entertaining mix of unlimited music, music games, radio and karaoke to the living room, all in one place.

The partnership means that the ROXi music entertainment experience will be available on the Sky Q Pay TV platform, without the need for any additional hardware.

The launch of "ROXi on Sky Q" is part of a wider strategy to provide the ROXi experience on all major Smart TV and Pay TV platforms, with Sky being the first European rollout partner.

On 7 December 2020 Asimilar invested a further £298,204 in Magic Media via a subscription to 298,204 loan notes of £1.00 each. Interest will be paid on the loan notes at 5%, payable annually in arrears on the anniversary of the loan note subscription. The loan notes expire on 31 January 2026. Should Magic Media not be in a position to satisfy the interest payment in cash it can elect to satisfy the interest through the issuance of further loan notes or shares to the loan note holder.

Each loan note has a warrant attached which gives the holder the right to subscribe for a share in Magic Media at £1 per share at any time during the life of the loan note. The exercise of the warrants can be carried out by offsetting the exercise subscription due against the outstanding loan amount, effectively resulting in a cashless exercise. The subscription forms part of a wider equity and loan note fundraise of up to £13m by Magic Media which was led by Sun Capital Partners. The equity subscription was carried out at £1.00 per share. The fundraise is being conducted in two rounds: the first at £1.00 per share; and the second, to be conducted in early 2021, at £1.10 per share. Asimilar has the right, but not the obligation, to retain its equity position in the second round of financing.

At September 2020 Asimilar held 1,646,682 shares which represents 7.4% (2019: 7.4%) of the fully diluted share capital. Asimilar also holds £500,000 of convertible loan notes and has options over a further 95,000 ordinary shares in Magic Media.

Sparkledun Limited ("Sparkeldun")

Sparkledun is a private company which, through its trading subsidiary, Fast to Fibre Limited ("Fast to Fibre"), has rights to exploit a patented process for the extraction of the inner core of telecoms and power cables, allowing the insertion of fibre optic without the need for excavation or other disruptive techniques.

The Fast to Fibre commercial proposition is to reduce the cost of fibre 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. Fast to Fibre has successfully completed several trials in a variety of geographical locations and complex situations and is now progressing a number of major commercial opportunities in the UK, Europe, North America and India.

At 30 September 2020 Asimilar held 3,260 ordinary shares of £1.00 each in the issued share capital of Sparkeldun, which represents 1.88% of its issued share capital.

SeeQuestor Limited ("SeeQuestor")

SeeQuestor brings together leaders in cyber security and computer vision to deliver an Artificial Intelligence ("AI") tool to comb through some of the estimated 1.5 trillion hours of CCTV footage produced per year, harnessing what the Directors believe to be world leading AI technology and affordable supercomputing to turn terabytes of video into actionable intelligence.

SeeQuestor has two main products available: SeeQuestor 'Post-Event' which allows teams to comb through archives of video footage to find persons of interest or vehicles, helping to solve investigations in a fraction of the time that would otherwise be needed; and SeeQuestor 'iCCTV' which monitors surveillance cameras in real-time. Use cases range from homeland security to smart cities, airports, industrial and mining operations.

The SeeQuestor 'Post-Event' product has been used successfully to solve crimes by 20 police forces in the UK and overseas. Having successfully completed a number of pilots in the field through 2019, SeeQuestor 'iCCTV' is now being deployed at scale to secure sensitive events and sites in several countries.

On 27 February 2020, Asimilar held 47,018 ordinary shares of 1 pence each in the capital of SeeQuestor representing approximately 4.7 per cent of the issued share capital of SeeQuestor.

On 9 November 2020, Intrinsic Capital (Jersey) Limited, a 100% subsidiary of Asimilar, invested a further £250,000 for 16,892 new equity shares.

0n 31 December 2020 Intrinsic Capital (Jersey), invested a further £250,000 for new equity shares and was also granted a 1 for 1 warrant to subscribe for further new ordinary shares in SeeQuestor. These warrants will also apply to the previous investment of £250,000 on 9 November 2020. The warrants are exercisable from the date of grant until 31 December 2021 and will exercise at a discount to the subscription price of this investment round.

Intrinsic Capital (Jersey) Limited

On 30 August 2020 Asimilar acquired Intrinsic Capital (Jersey) Limited ("ICJL") to allow Asimilar to manage its portfolio with the benefit of the more benign capital gains tax regime available in Jersey in respect of some of its current and future investments.

In addition, ICJL was a party to an investment agreement with Dev Clever Holdings Plc ("Dev Clever"), as announced by Dev Clever on 13 May 2020, giving ICJL a right to subscribe for up to 100,000,000 ordinary shares in Dev Clever at a price of 10 pence per Dev Clever share (the "Dev Clever Investment Agreement") and, following the exercise of all of these subscription rights, ICJL would be entitled to exercise a warrant to subscribe for up to 50,000,000 additional Dev Clever shares at a price of 25 pence per Dev Clever Share (the "Dev Clever Warrant").

At the date of acquisition ICJL had exercised part of the option and invested £250,000 for 2,500,000 of DevClever shares.

Under the terms of the acquisition agreement of ICJL, the Company acquired the entire issued share capital of ICJL in return for the issuance of 1,000,000 new Asimilar ordinary shares credited as fully paid ("Consideration Shares"). In addition Mark Horrocks, the sole owner of ICJL, was granted warrants to subscribe for up to 9,000,000 Asimilar ordinary shares in 2 tranches of up to 4,500,000 warrants per tranche. Each tranche will be exercisable for two years after the relevant price criteria in Dev Clever having been reached. The relevant price criteria are the mid-market closing price of Dev Clever Shares for a period of five consecutive Business Days being or exceeding (i) 28 pence; and (ii) 55 pence respectively. The number of warrants which Mr Horrocks will be able to exercise will be proportional to the number of shares in Dev Clever subscribed for by the Company or ICJL pursuant to the Dev Clever Investment Agreement at the date of exercise of such warrants.

Dev Clever Holdings Plc ("DevClever")

Dev Clever Holdings Plc, together with its wholly owned subsidiary DevClever Limited, is a software and technology group based in Tamworth, United Kingdom, specialising in the use of lightweight integrations of cloud-based gamification and VR technologies to deliver rich customer engagement experiences across both the commercial and education sectors. In January 2019, Dev Clever listed on the Standard List of the London Stock Exchange.

On 3 September 2020, ICJL exercised its right to subscribe for 17,500,000 shares in the capital of Dev Clever at a price of 10 pence per Dev Clever share for an aggregate subscription amount of £1.75 million in accordance with the terms of the amended Dev Clever Investment Agreement.

On 1 December 2020 ICJL announced its intention to exercise the second tranche of the Dev Clever option. This became unconditional on 26 January 2021 resulting in a further investment of £2,000,000 for 20m new shares.

On 25 February 2021 the Company announced that it had assigned the right to subscribe for 30m shares in Dev Clever to Sitius Limited (Sitius") for a cash consideration of £3m. In addition, ICJL assigned some 15m of the warrants to subscribe for new Dev Clever shares at 25p each to Sitius for a further cash consideration of £500k. Asimilar also announced on 1 March 2021 of ICJL's intention to use the proceeds from this assignment to complete its subscription for a further 30m shares in Dev Clever at 10p per share which was completed on 18 March 2021.

Asimilar now has an interest in 70 million ordinary shares in Dev Clever representing approximately 12.2 per cent. of Dev Clever's issued share capital. In addition to the 70 million ordinary shares, Asimilar retains a warrant to subscribe for 35 million new ordinary shares in Dev Clever at 25 pence per Dev Clever share.

The interest in Dev Clever is held via Asimilar's wholly owned subsidiary, Intrisic Capital (Jersey) Limited.

On 29 March 2021, the Company announced that the mid-market closing price of shares in Dev Clever had exceeded 28 pence for a period of five consecutive Business Days. Therefore 70 per cent of the first tranche of 4,500,000 warrants (equating to 3,150,000 warrants) issued to Mark Horrocks had vested. The 3,150,000 warrants are exercisable at 0.01 pence per Asimilar ordinary share until 29 March 2023.

Mesh Holdings Plc ("MESH")

MESH is an unlisted investment business, that aims to incubate emerging technology brands. On 3 August 2020 Asimilar announced that it had reached an agreement with MESH whereby the Company received a consideration of 24 million MESH shares in return for the assignment of Asimilar's right to subscribe for up to 32% of the share capital of Sentiance N.V. ("Sentiance").

MESH has a number of technology investments including Sentiance. Asimilar's holding of 24m shares accounts for 8.89 of MESH's issued share capital as at 30 September 2020.

Sentiance is an emerging and leading organisation within behavioural, ethical artificial intelligence and machine learning with its "Motion Intelligence" and "Behavioural Change Platform" technologies. Sentiance has announced new partnerships, extended partnerships and contracts with well- known international businesses, including several within the Fortune 500.

On 15 February 2021 MESH announced that it had entered into a definitive sale and purchase agreement together with AAQUA BV to acquire 100% of Sentiance. On completion MESH would own 80% of Sentiance on a fully diluted basis with the remaining 20% owned by AAQUA BV. On 9 March 2021, MESH announced that the terms of the sale and purchase agreement has been amended and that AAQUA BV would now acquire a significant majority equity holding in Sentiance, rather than the 20% envisaged under the agreement, and that completion of the agreement is expected by 31 March 2021.

At 30 September 2020 the MESH holding represent 8.89% of its issued share capital

COVID -19 statement

The global outbreak of coronavirus COVID-19 during the year continues to impact on the markets and business activity. The board has been in discussions, where possible, with its investee companies to better understand the impact on their business and actions taken to protect the businesses.

Our investee companies have carried out risk assessments and successfully implemented a number of actions to protect their workers, and businesses:

- Working from home arrangements

- Furlough arrangements

- Bounce back loans

- Future fund loans

- CBIL

Share issue

On 11 October 2019, Asimilar successfully raised £500,000 before costs by a placing of 20,000,000 new ordinary shares. Under the placing each placee received one warrant for every two placing shares. The warrants were exercisable at 6.00p per share at any time from the date of admission of the placing shares up to 30 October 2020. A further 2,500,000 warrants exercisable on the same terms were also issued in lieu of fees payable to an introducer.

On 23 December 2019 Asimilar completed tranche two of the October 2019 fundraise whereby a further £250,000 was raised through the issue of 10,000,000 million new shares at price of 2.50p per share and one warrant for every two placing shares was issued. The warrants were exercisable up to 31 October 2020.

On 20 January 2020 Asimilar completed another fundraise of £1,850,000 before costs by the placing of 11,562,500 new ordinary shares at 16.00p. Under the placing each place also received one warrant for every placing share. The warrants are exercisable at 30.00p per share at any time from the grant to 31 March 2021. On 31 March 2021 the Company announced that it had agreed to extend the final exercise date of the warrants from 5pm on 31 March 2021 to 5pm on 9 April 2021.

On 21 January 2020 Asimilar raised £83,333.35 via the issue of 1,666,667 new ordinary shares as a result of the exercise of options at 5.00p per share.

On 24 January 2020 Asimilar raised £4,000,000 before costs by a placing of 10,000,000 new ordinary shares at a placing price of 40.00p per share. Under the placing each place received one warrant for every placing share. The warrants are exercisable at 130.00p per share at any time from the date of grant to 31 December 2021, with an accelerated exercise provision in the event that the mid- market price of Asimilar's ordinary shares reaches 280.00p per ordinary share for five consecutive days. The warrants will be required to be exercised within 21 calendar days of such an event.

On 1 September 2020 Asimilar issued 1,000,000 shares at 28.00p per new ordinary shares as part of the consideration for the acquisition of Intrinsic Capital (Jersey) Limited.

On 22 September 2020 Asimilar raised £60,000 via the issue of 1,000,000 new ordinary shares as result of exercise of options at 6.00p per share.

Post Year End Transactions

Sentiance loan of €3m was assigned to Mesh Holdings Plc on 30 November 2020 for a cash consideration of €3m.

Donald Stewart stepped down from the board on 26 October 2020.

£2m was invested into Dev Clever via ICJL announced on 2 November 2020 and completed on 26 January 2021 when it became unconditional. On 27 January 2021 agreement was reached with Dev Clever to accelerate the option rights in return for the award of 50,000,000 warrants immediately rather than at the conclusion of the completion of all further options to subscribe in Dev Clever.

On 25 February 2021 the Group announced that it had assigned the right to subscribe for 30m shares in Dev Clever to Sitius Limited ("Sitius") for a cash consideration of £3m. In addition, ICJL assigned some 15m of the warrants to subscribe for new Dev Clever shares at 25p each to Sitius for a further cash consideration of £500k. Asimilar also announced on 1 March 2021 of ICJL's intention to use the proceeds from this assignment to complete its subscription for a further 30m shares in Dev Clever at 10p per share which was completed on 18 March 2021.

On 9 November 2020 ICJL invested £250,000 in SeeQuestor.

On 7 December 2020 Asimilar made a further investment in Magic Media of £298,204 provided by way of a convertible loan note as part of a £13m raise by Magic Media.

On 31 December 2020 ICJL invested further £250,000 in SeeQuestor increasing the Group's holding to 80,802 shares and under the terms of the investment Asimilar is was granted a one for one warrant exercisable by 31 December 2021 at a discount to the equity subscription price.

Investment Strategy

Our vision is to be a successful and profitable investment company focusing on technology, travel, leisure and media sectors with a particular focus in the fields of big data, machine learning, telematics and the internet of things (IoT). We will achieve this by identifying early stage or turnaround opportunities that require investment and or have the potential for a reverse takeover. We will invest in to businesses with content and delivery capability that engage customers, monetise the user experience and have potential to scale.

The Company's investing policy is to invest into businesses which have some or all of the following characteristics:

· strong management with a proven track record;

· ready for investment without the need for material re-structuring by the Company;

· generating positive cash flows or imminently likely to do so;

· via an injection of new finances or specialist management, the Company can enhance the prospects and therefore the future value of the investment;

· able to benefit from the directors' existing network of contacts; and

· the potential to deliver significant returns for the Company.

Whilst the directors will be principally focused on making an investment in private businesses, they would not rule out investment in listed businesses if this presents, in their judgement, the best opportunity for shareholders.

The Company intends to be an active investor in situations where the Company can make a clear contribution to the progress and development of the investment. In respect of other, more substantial investment opportunities, the directors expect that the Company will be more of a passive investor.

The directors believe that their broad collective experience together with their extensive network of contacts will assist them in the identification, evaluation and funding of appropriate investment opportunities. When necessary, other external professionals will be engaged to assist in the due diligence on prospective targets and their management teams.

There will be no limit on the number of projects into which the Company may invest, and the Company's financial resources may be invested in a number of propositions or in just one investment, which may be deemed to be a reverse takeover pursuant to Rule 14 of the AIM Rules. Where the Company builds a portfolio of related assets it is possible that there may be cross-holdings between such assets. The Company does not currently intend to fund any investments with debt or other borrowings but may do so if appropriate.

The Company's primary objective is that of securing for the shareholders the best possible value consistent with achieving, over time, both capital growth and income for shareholders through developing profitability coupled with dividend payments on a sustainable basis.

Outlook

The Board will continue to pursue and evaluate opportunities that meet the investment criteria.

I would like to thank our shareholders and advisors for sharing our vision and supporting the board.

John Taylor

Chairman

Date: 30 April 2021

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 SEPTEMBER 2020

		2020	2019
	Notes	£	£


Revenue	6	14,000	14,000
Other income	6	1,140,000	-
Administrative expenses		(1,043,099)	(246,306)
Fair value gain on asset acquisition	5	1,694,436	-
Gains from remeasurement of derivative financial liabilities	17	436,500	-
Realised gains/(losses) on investment disposals		5,728	(446,974)
Remeasurement to fair value of investments in financial assets	13,14	(1,778,363)	(52,930)
		------------------	---------------------
OPERATING PROFIT/(LOSS) BEFORE FINANCING ACTIVITIES		469,202	( 732,210)


Finance income	7	49,945	426
Finance cost	7	(126,818)	-
		------------------	---------------------
PROFIT / (LOSS) BEFORE TAX	8	392,329	(731,784)

Tax charge	11	-	-
		------------------	---------------------
PROFIT / (LOSS) AFTER TAX		392,329	(731,784)
		------------------	---------------------







Earnings / Loss per share (pence per share)
Basic earnings / (loss)	12	0.41p	(1.40)p
		=========	=========
Diluted earnings / (loss)	12	0.28p	(1.40)p
		=========	=========

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

FOR THE YEAR ENDED 30 SEPTEMBER 2020

			2020	2019
	Notes		£	£
ASSETS
Non-current assets
Investments in financial assets held at fair value		13	5,771,908	2,684,091
			--------------------	--------------------
			5,771,908	2,684,091
			--------------------	--------------------
Current assets
Investments in financial assets held at fair value		13	3,022,495	-
Financial assets held at amortised cost		13	2,771,426	-
Trade and other receivables		15	182,242	69,466
Cash and cash equivalents			709,819	242,415
			--------------------	--------------------
			6,685,982	311,881
			--------------------	--------------------

TOTAL ASSETS			12,457,890	2,995,972
			==========	==========
EQUITY AND LIABILITIES
Current liabilities
Trade and other payables		16	197,135	27,445

Derivative financial liabilities held at fair value		17	1,669,500	-
			--------------------	--------------------
Total liabilities			1,866,635	27,445
			--------------------	--------------------
Equity
Share capital		18	5,213,277	5,207,754
Share premium account		18	14,327,636	7,864,973
Merger relief reserve		18	279,900	-
Warrant reserve		18	157,813	-
Retained earnings		18	(9,387,371)	(10,104,200)
			---------------------	---------------------

Total equity			10,591,255	2,968,527
			---------------------	---------------------
TOTAL EQUITY AND LIABILITIES			12,457,890	2,995,972
			==========	==========

The financial statements were approved and authorised for issue by the board of directors on 30 April 2021 and were signed below on its behalf by

John Taylor

Chairman

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 SEPTEMBER 2020

		Share	Merger
	Share	Premium	Relief	Retained	Warrant
	Capital	Account	Reserve	Earnings	Reserve	Total
	£	£		£		£

At 1 October 2018	5,206,954	7,574,273	-	(9,372,416)	-	3,408,811

Total comprehensive
expenses for the year			-	(731,784)	-	(731,784)

Transactions with owners
Shares issued	800	299,200	-	-	-	300,000
Cost of new issue	-	(8,500)	-	-	-	(8,500)
	-----------------	------------------	------------------	--------------------	--------------------	------------------
At 1 October 2019	5,207,754	7,864,973	-	(10,104,200)	-	2,968,527

Total comprehensive expense for the year	-	-	-	392,329	-	392,329
Share based payments	-	-	-	324,500	-	324,500

Issue of warrants	-	-	-	-	157,813	157,813

Transactions with owners
Shares issued	5,523	6,580,097	279,900	-	-	6,865,520
Cost of new issue	-	(117,434)	-	-	-	(117,434)

	-----------------	------------------	-------------------	--------------------	--------------------	------------------
At 30 September 2020	5,213,277	14,327,636	279,900	(9,387,371)	157,813	10,591,255
	=========	==========	==========	===========	==========	=========

Share capital

Represents the par value of shares in issue.

Share premium

Represents amounts subscribed for share capital in excess of its nominal value, net of directly attributable issue costs.

Merger relief reserve

Represents premium on shares issued in connection with the acquisition of Intrinsic Capital Jersey Limited, recognised in accordance with S162 of the Companies Act 2006.

Retained earnings

Represents accumulated losses to date.

Warrant reserve

Represents the fair value of placing warrants issued.

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 30 SEPTEMBER 2020

	2020	2019
	£	£
Operating activities
Profit / (Loss) for the year	392,329	(731,784)
Adjustments for:
(Increase) / decrease in trade and other receivables	(112,776)	17,520
Decrease in trade and other payables	(80,310)	(5,249)
Net finance (cost) / income	(42,655)	426
Unrealised losses on remeasurement to fair value	1,364,364	52,930
Impairment of investments	-	446,974
Fair value gain on asset acquisition	(1,694,436)	-
Share based payments	324,500	-
Other income (non-cash transaction)	(1,140,000)	-
	-------------------	-------------------
Net cash generated / (used) in activities	(988,984)	(219,183)
	-------------------	-------------------
Investing activities
Payments to acquire investments	(2,453,901)	(100,000)
Loans advanced	(2,722,422)	-
Finance income received	941	(426)
	-------------------	-------------------
Net cash used in investing activities	(5,175,382)	(100,426)
	-------------------	-------------------
Financing activities
Net proceeds from issue of shares	6,625,899	291,500
Cash arising on acquisition of ICJL	5,871	-
	------------------	------------------
Net cash generated from financing activities	6,631,770	291,500
	-------------------	-------------------


Net increase / (decrease) in cash and cash equivalents	467,404	(28,109)

Cash and cash equivalents at the start of the year	242,415	270,524
	------------------	------------------
Cash and cash equivalents at the end of the year	709,819	242,415
	------------------	------------------
Cash and cash equivalents consist of:
Cash and cash equivalents	709,819	242,415
	=========	=========

The Group had no debt in either period, therefore no net debt reconciliation has been presented.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2020

1. GENERAL INFORMATION

Asimilar Group Plc is a public limited company which is listed on the Alternative Investment Market (AIM) and incorporated and domiciled in the UK. The address of its registered office is 4 More London Riverside, London, SE1 2AU.

2. ACCOUNTING POLICIES

2.1 Basis of preparation

The consolidated financial statements have been prepared in accordance with EU endorsed International Accounting Standards and International Financial Reporting Standards (collectively "IFRS") and the requirements of the Companies Act 2006 applicable to companies reporting under IFRS.

The consolidated financial statements have been prepared under the historical cost convention, as modified by the revaluation of financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.

The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed in Note 3.

2.2 Changes in accounting policies and disclosures

(a) New standards, amendments and interpretations adopted by the Group

The group has applied the following standards and amendments for the first time for its annual reporting period commencing 1 October 2019:

· Prepayment Features with Negative Compensation - Amendments to IFRS 9;

· Long-term Interests in Associates and Joint Ventures - Amendments to IAS 28;

· Plan Amendments, Curtailment or Settlement - Amendments to IAS 19;

· Annual improvements to IFRS Standards 2018-2020 Cycle;

· Interpretation 23 'Uncertainty over Income Tax Treatments; and

(b) New standards, amendments and interpretations not yet adopted

A number of new standards and amendments to standards and interpretations are effective for annual periods beginning after 1 January 2020 and have not been applied in preparing these consolidated financial statements. None of these is expected to have a significant effect on the consolidated financial statements of the Group. There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Company.

2.3 Going Concern

The Group had net assets of £10,591,255 as at 30 September 2020 (2019: net assets £2,968,527) and generated income after tax of £392,329 (2019 loss after tax: £731,784) in the reporting period.

After taking into account anticipated operational costs, expected cash outflows and funds arising from the exercise of warrants as part of a cash flow forecast prepared to June 2022, the directors are confident that the Group will remain in operational existence for the foreseeable future and that the going concern basis of preparation is appropriate to the Group's financial statements.

2.4 Consolidation

(a) Subsidiaries

Subsidiaries are all entities (including structured entities) over which the group has control. The group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

The Group considers whether acquisitions meet the criteria of a business combination in determining whether to apply the criteria of IFRS 3: Business Combinations. Where such criteria are not met (as in the case of the acquisition of Intrinsic Capital (Jersey) Limited during the year), the consideration payable and assets and liabilities are ascribed a fair value in accordance with IFRS 9: Financial Instruments and IFRS 13: Fair Value Measurement. The reasons difference arising on such a transaction are considered and recognised in accordance with the relevant standard. Differences in fair value arising from an exchange of financial instruments conducted on an arm's length basis are recognised as 'Day One gains or losses' in the income statement.

Acquisition-related costs are recognised as part of the carrying value of the relevant asset's initially recognised cost.

Contingent consideration is classified either as equity or as a financial liability. Amounts classified as a financial liability are subsequently remeasured to fair value, with changes in fair value recognised in profit or loss.

Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated. When necessary, amounts reported by subsidiaries have been adjusted to conform with the group's accounting policies.

2.5 Foreign Currency Translation

(a) Functional and Presentation Currency

Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ("functional currency").

The consolidated financial statements are presented in Pounds Sterling (£), which is the Company's functional and the Group's presentation currency.

(b) Transactions and Balances

Foreign 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 transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement, except when deferred in other comprehensive income as qualifying cash flow hedges and qualifying net investment hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the income statement within 'finance income or costs'. All other foreign exchange gains and losses are presented in the income statement within 'Other (losses)/gains - net'.

Translation 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 part of the fair value gain or loss.

2.6 Revenue

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, net 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.

2.7 Interest income

Interest income is accrued on a time apportioned basis, by reference to the principal outstanding and at the effective interest rate applicable.

2.8 Taxation

The tax expense represents the sum of the current tax expense and deferred tax expense.

The 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 taxable or deductible. The Group's liability to 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 statements 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 that 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 that affect either the taxable profit or the accounting 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 expected 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.

2.9 Financial assets

(a) Classification

The 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. Management determines the classification of its financial assets at initial recognition. No financial assets are held at fair value through OCI.

Trade receivables and other non interest bearing receivables

Trade and other non interest bearing receivables are recognised initially 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 amortised cost using the effective interest method.

The Group's accounting policy is to recognise trade receivables within current assets.

i) Fair values of trade receivables

Due to the short-term nature of the current receivables, their carrying amount is considered to be the same as their fair value.

(ii) Impairment and risk exposure

Information about the impairment of trade receivables and the group's exposure to credit risk, foreign currency risk and interest rate risk can be found in note 4.

Other financial assets at amortised cost

(i) Classification of financial assets at amortised cost

The 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; and

· the 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 exceed 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 the majority of the non-current receivables, the fair values are also not significantly different from their carrying amounts

(iii) Fair values of other financial assets at amortised cost

· Note 4 sets out information about the impairment of financial assets at amortised cost and the group's exposure to credit risk and foreign currency risk.

Financial Assets at Fair Value Through Profit or Loss

(i) Classification of financial assets at fair value through profit or loss

The group classifies the following financial assets at fair value through profit or loss (FVPL):

· 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 exposure

Information about the methods and assumptions used in determining fair value is provided in note 3. For information about the methods and assumptions used in determining fair value refer to note 3.

Offsetting Financial Instruments

Financial 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 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 company or the counterparty.

Derivative Financial Instruments that do not qualify for hedge accounting

Derivatives 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 accounting. 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 equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks and other short term deposits with maturities of three months or less.

Derivative financial liabilities

Derivative financial liabilities constitute warrants over the parent company's own equity, they are are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value.

Information about the methods and assumptions used in determining fair value is provided in note 3.

Trade and other receivables

Trade 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 established 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 recognise the trade receivables within current assets and to record cash advances as borrowings within current liabilities.

Trade and other payables

Trade and other payables are not interest bearing and are initially recognised at cost and are subsequently measured at amortised cost using the effective interest method.

Equity instruments

Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.

2.10 Share based payments

The Company issues equity-settled options and warrants to certain employees and financing parties and these are measured at fair value 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), based on the Company's estimate of the number of instruments that will eventually vest with a corresponding adjustment to equity. Fair value is measured by use of an appropriate option pricing model. The expected life use in the model has been adjusted based on management's best estimates, for the effect of non-transferability, exercise restrictions, and behavioral considerations.

Non-vesting and market vesting conditions 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.

2.11 Earnings per share

Basic earnings per share is calculated by dividing:

· the profit attributable to owners of the company, excluding any costs of servicing equity other than ordinary shares;

· by the weighted average 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 12).

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:

· the after-income tax effect of interest and other financing costs associated with dilutive potential ordinary shares; and

· the weighted average number of additional ordinary shares that would have been outstanding, assuming the conversion of all dilutive potential ordinary shares

3. Critical accounting judgements and key sources of 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 are considered integral to the Group's reported financial information:

Investment valuation

The Group has a number of level 3 investments 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 in the same instrument and not based on available observable data.

Valuation of Unlisted equity investments

Management determines the fair value of unlisted equity investments primarily by reference to the prevailing price of further investment when conducted on an arm's length basis. This is determined by reference to relevant historical fund raising prices and relevant post balance sheet events where it can be explicitly demonstrated that the conditions existed at the Group's balance sheet date. Management also exercises its own professional judgement in conducting these desktop valuations. At the balance sheet date the aggregate fair value of investments valued in this manner was £7,098,593 (see note 14 for further analysis).

Mesh Holdings Plc ("MESH") equity investment

On 3 August 2020 the company acquired 24 million shares in MESH (8.9% of its share capital). The fair value of the shareholding at the balance sheet date of £1,130,000 was determined through an external valuation conducted by an independent 3^rd party. The valuation was derived by using a net asset valuation basis using publicly available data and the Directors' assessment of key asset and liability valuations associated with MESH. This included an assessment of the fair value of Sentiance N.V., subscription rights over which were transferred to MESH in exchange for the shares acquired by the Group. At the date of exchange, the value of an 8.9% holding in MESH was assessed as £1,140,000 (see note 6).

Derivative assets - Dev Clever Holdings Plc

The fair value of derivative financial assets at the balance sheet date of £2,920,000 has been determined through a 3^rd party actuarial valuation based on an adjusted binomial model based on the "binomial" or "lattice" option pricing method. The significant inputs into the model were a weighted average share price of £0.078 at year end date, volatility of 114% , dividend yield of 0%, the assumption that warrants are subscribed for when 100% in the money, and an annual risk-free interest rate equal to the yield on zero coupon yield curve of UK gilts at the issue dates. The volatility measured at the standard deviation of continuously compounded share returns is based on statistical analysis of DevClever's daily share prices over the last year.

Derivative liabilities - ICJL consideration warrants

The fair value of derivative liabilities at the balance sheet date of £1,669,500 has been determined through a 3^rd party actuarial valuation using a Monte Carlo model that is consistent with the mathematics underlying the Black-Scholes methodology. The significant inputs into the model were a weighted average share price of £0.245 at year end date, volatility of 95%, dividend yield of 0%, the assumption that warrants are subscribed for when in the money, and an annual risk-free interest rate equal to the yield on zero coupon yield curve of UK gilts at the issue dates. The volatility measured at the standard deviation of continuously compounded share returns is based on statistical analysis of daily share prices over the last year relevant to the instrument (namely that of the Group and reference holding, Dev Clever Holdings Plc).

Valuation of Share based payments

The fair value of share based payments at the grant date of £324,500 has been determined through an actuarial valuation using an adjusted binomial model. The significant inputs into the model were a weighted average share price of £0.09 at the grant date, the exercise price shown above, average volatility of 94%, dividend yield of 0%, the assumption that warrants are subscribed for when 100% in the money, and an annual risk-free interest rate equal to the yield on zero coupon yield curve of UK gilts at the issue dates. The volatility measured at the standard deviation of continuously compounded share returns is based on statistical analysis of daily share prices over the twelve months prior to grant.

4. Financial Risk Management

Financial Risk Factors

The Group's activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance.

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 rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.

(i) Derivatives

Derivatives held by the company are for speculative investment and not for economic hedging purposes. They are classified as 'held for trading' for accounting purposes and are accounted for at fair value through profit or loss.

They are presented as current assets or 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 13 and 17.

(ii) Fair value measurement

For information about the methods and assumptions used in determining the fair value of derivatives, refer to note 3.

(a) Market Risk

(i) Foreign Exchange Risk

The Group has a small exposure to currency risk in relation to the loan to Sentiance N.V. denominated in euros amounting to £2,771,426 (€3,054,000). The directors do not consider the size of the foreign currency position to be sufficient to warrant hedging, the balance was subsequently settled in full post year end. A change of 100 basis points in the Euro to sterling exchange rate increases or decreases equity and profit or loss by £27,714.

(ii) Price Risk

The Group is exposed to equity securities price risk because of investments held by the Group, classified 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

The table below summarises the impact of increases/decreases in the equity investment portfolio on the Group's post-tax profit for the year and on total equity. The analysis is based on the assumption that the equity investments had increased/decreased by 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.

Level 3 Investments in equity instruments

	Impact on post-tax profit		Impact on total equity
	2020	2019	2020	2019
	£'000	£'000	£'000	£'000

Financial assets at fair value through profit or loss - increase 5%	205,930	159,720	205,930	159,720
Financial assets at fair value through profit or loss - decrease 5%	(205,930)	(159,720)	(205,930)	(159,720)

	Impact on post-tax profit		Impact on total equity
Derivative assets - Dev Clever warrants	2020	2019	2020	2019
	£'000	£'000	£'000	£'000

Derivative assets at fair value through profit or loss - increase 10%	180,000	-	180,000	-
Derivative assets at fair value through profit or loss - decrease 10%	(140,000)	-	(140,000)	-

Dev Clever warrants change in subscription behaviour (default is to subscribe at 100% in the money)

Subscribe at 20% in the money	(850,000)	-	(850,000)	-
Returns maximisation*	550,000	-	550,000	-

Financial liabilities - consideration warrants

Financial liabilities at fair value through profit or loss - increase volatilities of reference companies by 10%	225,000	-	225,000	-
Financial liabilities at fair value through profit or loss - decrease volatilities of reference companies by 10%	(198,000)	-	(198,000)	-

*Assumes the warrant holder tries to maximise returns in a financially optimal way, which generally means they will not exercise until almost the subscription deadline.

Post-tax profit 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 Risk

The Group currently funds its operations through the use of equity. Cash at bank which is denominated in sterling, is held at variable rates. At the year end, the Group's financial liabilities did not suffer interest and thus were not subject to interest rate risk. It is unlikely that interest rates would decrease by as much as 1% as they are currently less than 1%. Any decrease in interest rate to a minimum of 0% would have an insignificant impact on the interest income received by the Group.

No Cashflow interest rate risk arises from the loan to Sentiance N.V. of £2,771,426 as the loan carries a fixed interest rate, and the group has no variable interest rate borrowings.

(b) Credit Risk

(i) Risk Management

Credit risk is mitigated by the Group via 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 committed transactions. For banks and financial institutions, only independently rated parties with a minimum rating of "A" are accepted.

The Group's debt investment carried at amortised cost of £2,771,426 is subject to the expected credit loss model. As the loan was repaid in full after the year end (and was expected to be at the balance sheet date) the Group has assessed the 12 month expected credit loss provision to be £nil.

While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the identified impairment loss was immaterial.

The principal risk to which the Group is exposed is liquidity risk. The nature of the Group's activities means it finances its operations through retained earnings and the issue of new shares to investors. The principal cash requirements are in relation to the Group's investing policy and meeting working capital requirements. The Group seeks to manage liquidity through planning, forecasting, and careful cash management.

Capital Risk Management

The Group's 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 its 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's capital structure is derived solely from the issue of Ordinary and Deferred Shares.

The Group has not made any changes to its capital management during the year.

5. ACQUISITION OF SUBSIDIARY

ICJL was a party to an investment agreement with Dev Clever Holdings Plc ("Dev Clever"), as announced by Dev Clever on 13 May 2020, giving ICJL a right to subscribe for up to 100,000,000 ordinary shares in Dev Clever at a price of 10 pence per Dev Clever share (the "Dev Clever Investment Agreement") and, following the exercise of all of these subscription rights, ICJL would be entitled to exercise a warrant to subscribe for up to 50,000,000 additional Dev Clever shares at a price of 25 pence per Dev Clever Share (the "Dev Clever Warrant"). At the date of acquisition ICJL had exercised part of the option and invested £250,000 for 2,500,000 of DevClever shares.

In line with the Group's accounting policies, the acquisition of ICJL has been accounted for as an exchange of financial assets on an arm's length basis in accordance with IFRSs 9 and 13, because ICJL was not considered to meet the criteria of a business at the acquisition date. The fair value of consideration paid for the ICJL assets and liabilities is broken down as follows:

		£

Issue of 1,000,000 Asimilar ordinary shares at 28p		280,000
9,000,0000 Asimilar share warrants		2,106,000
Legal fees		11,400
		-----------------
	.	2,397,400
			========

Under the terms of the acquisition agreement of ICJL, the Company acquired the entire issued share capital of ICJL in return for the issuance of 1,000,000 new Asimilar ordinary shares credited as fully paid ("Consideration Shares"). In addition Mark Horrocks, the sole owner of ICJL, was granted warrants to subscribe for up to 9,000,000 Asimilar ordinary shares in 2 tranches of up to 4,500,000 warrants per tranche. Each tranche will be exercisable for two years after the relevant price criteria in Dev Clever having been reached. The relevant price criteria are the mid-market closing price of Dev Clever Shares for a period of five consecutive Business Days being or exceeding (i) 28 pence; and (ii) 55 pence respectively. The warrants expire on 31 August 2030 or 2 years from date of vesting if earlier. The number of warrants which Mr Horrocks will be able to exercise, will be proportional to the number of shares in Dev Clever subscribed for by the Company or ICJL pursuant to the Dev Clever Investment Agreement at the date of exercise of such warrants.

The following table summarises the fair value of the identifiable assets and liabilities assumed of ICJL at the date of acquisition.

	Fair value recognised on acquisition		Fair value adjustments		Previous carrying value
	£		£		£

Book value of assets and liabilities acquired	(85,664)		-		(85,664)
Dev Clever Options	2,177,500		2,177,500		-
Dev Clever Warrants	2,000,000		2,000,000		-
	-----------------		-----------------		-----------------
	4,091,836		4,177,500		(85,664)
		========		========		========

The Group performed an exercise to identify the fair value of assets and liabilities exchanged and as a result of this exercise the Dev Clever options and warrants held by ICJL were recognised as derivative financial assets. The fair value of these derivative assets was determined via an actuarial valuation, the valuation of these assets is detailed in note 3

A fair value exchange gain has arisen on the acquisition as the fair value of identifiable assets and liabilities acquired was higher than the consideration transferred. The Directors have considered the commercial context of the transaction and have deemed it appropriate to recognise this gain in the income statement on the date of the acquisition of ICJL.

		£

Fair value of assets and liabilities acquired		4,091,836
Less: Total consideration transferred		(2,397,400)
		-----------------
Fair value gain on asset acquisition	.	1,694,436
			========

In accordance with IFRS 9, the gain has been recorded as income in the consolidated statement of comprehensive income. The directors do not consider the transaction or the revaluation of the assets held by ICJL to give rise to a current or deferred tax liability, as the entity not subject to a 0% corporate tax rate.

6.	REVENUE AND OTHER INCOME	2020	2019
		£	£

	Revenue: Management fees	14,000	14,000
	Other income: Gain on sale of investment	1,140,000	-
		=========	=========

The Company only has one class of business, investment holdings and management, and therefore no segmental information has been presented.

Other income relates to the exchange of subscription rights over shares in Sentiance NV for 8.9% of the share capital of Mesh Holdings Plc. A fair value of £1,140,000 was ascribed to the exchange at the date of the transaction. No cash or other services were exchanged as part of the transaction.

7.	FINANCE INCOME AND COSTS	2020	2019
		£	£

	Bank and other interest received	49,945	426
		------------------	------------------
		49,945	426
		=========	=========

	Other interest payable	7,318	-
	Share based payment (Note 19)	119,500	-
		-----------------	-----------------
		126,818	-
		========	========

8.		PROFIT / (LOSS) FOR THE YEAR BEFORE TAX	2020	2019
			£	£
		Profit / (Loss) for the year is stated after charging:
		Auditors' remuneration
		- audit of the Group and Parent Company's financial statements	22,200	13,000
		- taxation service (2019 only)	-	950
		- interim financial statement review services	1,950	1,250
		-reporting accountant services	28,500	-
		Foreign exchange gains	330,819	-
			=========	==========

9.	DIRECTORS' EMOLUMENTS		2020	2019
			£	£
	Aggregate emoluments including benefits in kind, by director,
	are as follows:-

	Simon Robinson (resigned 3/12/2019)		35,577	35,000
	Sean Nicolson (resigned 3/12/2019)		28,461	24,000

	Sohail Bhatti		111,000	54,742
	John Taylor		132,000	-
	Donald Stewart		112,000	-
			------------------	-----------------
	Aggregate emoluments		419,038	113,742
			=========	=========

Warrants granted to directors during the year are disclosed in the Remuneration Report. These have been accounted for in accordance with IFRS2 Share based payments. See note 19 for details of expenditure relating to share based payment transactions recognised during the year.

Director	Grant date	Number	Exercise price (p)	Vesting date	Expiry date
John Taylor	03/12/2019	2,000,000	10p	03/12/2019	03/12/2022
Donald Stewart	03/12/2019	2,000,000	10p	03/12/2019	03/12/2022
Sohail Bhatti	03/12/2019	1,000,000	10p	03/12/2019	03/12/2022

The number of directors for whom retirement benefits are accruing under defined contribution schemes was nil (2019: Nil). The total contributions payable during the year amounted to £Nil (2019: £ Nil).

Warrants held by directors who held office at the relevant balance sheet date are detailed below:

	2020		2019
	Number		Number

Directors who resigned during the year
Simon Robinson - exercise price 13p, expired 31 October 2019		-		980,000
Simon Robinson - exercise price 5p, expires 31 May 2022		-		2,000,000
Sean Nicolson - exercise price 5p, expires 31 May 2022		-		1,000,000
		-----------------------		-----------------------
		-		3,980,000
Current directors
Sohail Bhatti - exercise price 5p, expires 31 May 2022		2,000,000		2,000,000
Sohail Bhatti - exercise price 10p, expires 3 December 2022		1,000,000		-
John Taylor - exercise price 10p, expires 3 December 2022		2,000,000		-
Donald Stewart		2,000,000		-
		-----------------		---------------
		7,000,000		5,980,000
		=========		=========

10.		STAFF COSTS			2020		2019
					Number		Number
		The average monthly number of employees (including directors)
		during the year was

		Administration			3		3
					========		========

					£		£
		Employment costs
		Wages and salaries			214,038		104,000
		Social security costs			20,872		8,824
		Warrants granted (Note 19)			205,000		-
					---------------		---------------
					439,910		112,824
					=========		=========

	11.			TAXATION		2020		2019
						£		£
	11(a)			Current year tax
				UK corporation tax (note 11(b))		-		-
						=======		========
	11(b)			Factors affecting the tax charge for the year
				Profit / (Loss) on ordinary activities before taxation		392,329		(731,784)
						---------------		-------------
				Profit/(loss) on ordinary activities before taxation multiplied by the main
				rate of UK corporation tax 19% (2019: 19%)		74,542		(139,039)
						---------------		-------------
			Effects of:
			Non deductible expenses in subsidiary		86,623		-
			Gain on acquisition of assets and liabilities of ICJL		(321,942)		-
			Fair value uplift adjustment in subsidiary		238,925		-
			Capital gains difference at 19%		201,368		-
			Net tax adjustments and transfer		(35,001)		-
			Non deductible expenses		(160,428)		97,268
			Deferred tax not recognised		(84,087)		41,771
					---------------		---------------
			Current tax charge		-		-
					=========		========

The Company has unutilised losses carried forward of £1,123,285 (2019: £1,700,063). No deferred tax asset has been recognised relating to these losses as the timing and level of future profits remains uncertain.

Intrinsic Capital (Jersey) Limited has no tax charge for the current year and is considered outside the scope of UK corporation tax.

12. EARNINGS / (LOSS) PER SHARE

The calculations of loss per share are based on the following losses and number of shares.

	2020		2019
	Basic	Diluted	Basic	Diluted

Profit / (Loss) for the financial year	392,329	392,329	(731,784)	(731,784)
	----------------	-----------------	---------------	--------------
Weighted average number of shares for
basic and diluted loss per share	95,478,966	139,211,257	49,355,416	49,355,416
	==========	==========	=========	========

IAS 33 requires presentation of diluted EPS when a company could be called upon to issue 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 options. Therefore for 2019, per IAS33:36 the antidilutive potential ordinary shares are disregarded in the calculation of diluted EPS.

13	FINANCIAL ASSETS (a) Summary of financial assets
		2020	2019
		£	£
	Non-Current
	Investments designated at fair value through profit or loss (see (b))	5,771,908	2,684,091
		----------------------	----------------------
		5,771,908	2,684,091
	Current
	Investments designated at fair value through profit or loss (see movement analysis in (c))	3,022,495	-
	Financial assets (loans) (see (c)) carried at amortised cost	2,771,425	-
	Trade receivables carried at amotised cost (Note 15)	152,750	61,833
		----------------------	-----------------
		5,946,670	-
		===========	===========
		11,718,578	2,745,924
		===========	===========
	(b) Analysis of movement of non-current investments

	Financial assets designated at fair value through profit or loss
	Non - Current
	Fair value of investments brought forward	2,684,091	3,083,995
	Purchases during the year	3,381,180	100,000
	Net unrealised (loss) in fair value	(520,863)	(499,904)
	Arising through acquisition of ICJL:
	- Equity investments	227,500	-
		----------------------	-------------------
	Fair value of investments carried forward	5,771,908	2,684,091
		===========	===========

(c) Analysis of movement of current financial assets	2020	2019
	£	£

Financial assets designated as held at fair value through profit or loss
Current
Fair value of investments brought forward	-	-
Purchases during the year	102,495	-
Arising through acquisition of ICJL:
- Equity investments (Dev Clever options - Note 3)	2,000,000	-
- Warrants (Dev Clever warrants - Note 3)	2,177,500	-
- net unrealized (loss) in fair value	(1,257,500)
	----------------------	-------------------
Fair value of investments carried forward	3,022,495	-
	===========	===========

As at 30 September 2020 the fair value of options and warrants over shares in Dev Clever Holdings Plc was £2,920,000 (2019: £nil). See note 3 for valuation details.

Financial assets held at amortised cost

The investment held at amortised cost constitutes an arm's length interest bearing short term loan of £2,771,426 (2019: £nil) at an annual interest rate of 3% that was repaid in full on 30 November 2020.

Details of the investments held are given in the Chairman's statement

14. FAIR VALUE OF FINANCIAL INSTRUMENTS

IFRS 9 requires the Group to classify financial instruments at fair value using a fair value hierarchy that reflects

the significance of the inputs used in making the measurement, 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 (that 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 1

The fair value of financial instruments traded in active markets is based on quoted market prices at 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 occurring market transactions on an arm's length basis. The quoted market price used for financial assets held by the Group is the current bid price. These instruments are included in Level 1. Instruments included in Level 1 comprise equity investments classified as trading securities or available-for-sale.

(b) Financial instruments classified as level 2

The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included 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 swaps 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;

· other 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.

The 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 in 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 involved 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:

· 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 transaction price/cost is considered indicative of fair value; and

· Actuarial valuations using Monte Carlo, Black Scholes and adjusted binomial models.

The following table presents the Group's assets that are measured at fair value at 30 September 2020:

	Level 1	Level 3	Total
	£	£	£
Held at fair value
At 1 October 2018	160,045	2,923,950	3,083,995
Additions during the year	-	100,000	100,000
Revaluation	(52,930)	(446,974)	(499,904)
	----------------------	----------------------	----------------------
At 1 October 2019	107,115	2,576,976	2,684,091
Additions during the year	1,792,495	1,691,180	3,483,675
Arising through acquisition of ICJL:
-equity investments	227,500	-	227,500
-Warrants	-	2,000,000	2,000,000
-options	-	2,177,500	2,177,500
Revaluation recognised in statement of comprehensive income	(431,300)	(1,347,063)	(1,778,363)
	------------------	------------------	-----------------
At 30 September 2020	1,695,810	7,098,593	8,794,403
	-----------------	------------------	-----------------
Net book value
At 30 September 2020	1,695,810	7,098,593	8,794,403
	===========	===========	==========
At 30 September 2019	107,115	2,576,976	2,684,091
	===========	===========	===========

The following table presents the Group's financial liabilities that are measured at fair value at 30 September 2020:


	Level 1	Level 3	Total
Held at fair value
At 1 October 2018 and 2019	-	-	-
Derivatives over own equity issued in the year	-	2,106,000	2,106,000
Fair value adjustment	-	(436,500)	(436,500)
	----------------------	----------------------	----------------------
At 30 September 2020	-	1,669,500	1,669,500
	-------------	------------------	--------------

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 4 for sensitivity analysis on changes to financial instruments carried at fair value.

15.	TRADE AND OTHER RECEIVABLES	2020	2019
		£	£

	Trade receivables	15,000	27,600
	Prepayments and accrued income	29,493	7,633
	Other receivables	137,750	34,233
		---------------	---------------
		182,243	69,466
		========	========

The directors consider the carrying value of trade and other receivables 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.

16.	TRADE AND OTHER PAYABLES	2020	2019
		£	£

	Trade payables	57,917	5,877
	Accruals and deferred income	135,046	18,420
	Other taxes and social security	4,173	3,148
		---------------	---------------
		197,136	27,445
		========	========

The directors consider the carrying value of trade and other payables to equal their fair value.

17.	DERIVATIVE FINANCIAL LIABILITIES	2020	2019
		£	£

	Derivative liabilities	1,669,500	-
		========	========

On 30 August 2020 as part of the consideration advanced for the acquisition of ICJL Asimilar Group Plc granted warrants to subscribe for up to 9,000,000 ASIMILAR ordinary shares in 2 tranches of up to 4,500,000 warrants 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 carried at fair value.

The fair value of the warrants on issue as at 30 August 2020 was £2,106,000 (as outlined in note 5). The change in the fair value of the warrants from £2,106,000 to £1,669,500 as at 30 September 2020 represents a fair value gain to the Group of £436,500 which has been recognised in the income statement.

The change in fair value primarily arose as a result of fluctuations in the share prices of referenced equity instruments within the consideration warrants between the issue ate of 30 August 2020 and 30 September 2020.

18.	SHARE CAPITAL	2020	2019
		£	£
	Issued and fully paid
	As at 1 October 2019	5,207,754	5,206,954
	Issue of 55,229,167 (2019: 8,000,000) Ordinary shares of 0.01p each	5,523	800
		------------------	------------------
	At 30 September 2020	5,213,277	5,207,754
		===========	===========
	The Company has the following classes of share capital
	Ordinary shares 107,361,443 (2019: 52,132,276 of 0.01p) shares of 0.01p each	10,736	5,213
	A deferred shares (44,132,276 shares of 9.99p each)	4,408,815	4,408,815
	Deferred shares (8,819,181 shares of 9p each)	793,726	793,726
		----------------------	----------------------
		5,213,277	5,207,745
		=========	=========
	Share Premium
	As at 1 October	7,864,973	7,574,273
	Shares issued during the year (net of costs)	6,462,663	290,700
		------------------	------------------
	At 30 September	14,327,636	7,864,973
		=========	=========

Share transaction history

During the year ended 30 September 2020 the following share transactions took place.

On 2 October 2019 the Asimilar Group Plc issued 30,000,000 new ordinary shares of 0.01p each at 2.50p per share. Each placee also received one warrant for every two shares subscribed for at an exercise price of 6.00p exercisable from date of issue to 31 October 2020. As the placing price was at a discount to the prevailing share price at the date of issue, no value has been attributed to the bundled warrant.

On 20 January 2020 Asimilar Group Plc issues 11,562,500 new ordinary shares of 0.01p each at a price of 16.00p per share. Each place also received one warrant for each share subscribed for at an exercise price of 30.00p exercisable from date of issue to31 March 2021. The exercise price of the bundled ordinary shares and warrants was at a premium to the prevailing share price, the premium amounted to in aggregate £57,813, this is considered to be the intrinsic value of the issued warrants and has been credited to warrant reserve.

On 21 January 2020 on exercise of a warrant Asimilar Group Plc issued 1,666,667 shares for 5.00p each.

On 24 January 2020 Asimilar Group Plc issued 10,000,000 new ordinary shares of 0.01p each at 40.00p per share. Each place also received one warrant for every share subscribed for at an exercise price of 130.00p exercisable from date of issue to 31 December 2021. The exercise price of the bundled ordinary shares and warrants was at a premium to the prevailing share price, the premium amounted to in aggregate £100,000, this is considered to be the intrinsic value of the issued warrants and has been credited to warrant reserve.

On 1 September 2020 Asimilar Group Plc issued 1,000,000 new ordinary shares as part of the consideration of Intrinsic Capital Jersey Limited at 28p per share. The excess of this issue over the nominal value of the shares has been recognised within a merger reserve according to S612 of the Companies Act 2006.

On 22 September 2020 on exercise of a warrant, Asimilar Group Plc issued 1,000,000 shares for 6.00p each

The ordinary shares have full 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 a distributed £1,000,000 to the 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 A deferred shares shall be entitled 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 entitled to any other or further right to participate in the assets of the Company.

Warrants

	Warrant number	Exercise price pence	Vest date	Expiry date
As at 1 October 2019
	5,890,000	13p	17/11/2016	31/10/2019
	2,000,000	5p	05/02/2019	21/02/2022
	5,000,000	5p	07/05/2019	31/05/2022
	--------------------
	12,890,000
Weighted average price	9 p

Lapsed	(5,890,000)	13p	17/11/2016	31/10/2019

Exercised	(166,667)	5p	05/02/2019	21/02/2022
	(1,500,000)	5p	07/05/2019	31/05/2022
	(1,000,000)	6p	10/10/2019	31/10/2020
	--------------------
	(2,666,667)
Weighted average price	5p

Issued	17,500,000	6p	01/10/2019	31/10/2020
	11,562,000	30p	14/01/2020	31/03/2021
	10,000,000	130p	24/01/2020	31/12/2021
	--------------------
	39,062,000
Weighted average price	45p

Granted	5,000,000	10p	03/12/2019	31/12/2022
	3,500,000	60	06/10/2020	31/12/2020
	4,500,000	0.01p	31/08/2020	31/12/2025*
	4,500,000	0.01p	31/08/2020	31/12/2025**
	--------------------
	17,500,000
Weighted average price	15p

	--------------------
	60,895,8333
	============

As at 30 September	1,833,333	5p	05/02/2019	22/02/2022
2020	3,500,000	5p	07/05/2019	31/05/2022
	5,000,000	10p	03/12/2019	31/12/2022
	16,500,000	6p	01/10/2019	31/10/2020
	11,562,500	30p	14/01/2020	31/03/2021
	10,000,000	130p	24/01/2020	31/12/2020
	3,500,000	60p	06/10/2020	31/12/2020
	9,000,000	0.01	31/08/2020	31/12/2025
	--------------------
	60,895,833
	============
Weighted average price	33p

* Exercisable in the event mid market price of DevClever Holdings Plc is or exceeds 28p for at least 5 consecutive business days

** Exercisable in the event mid market price of DevClever Holdings Plc is or exceeds 55p for at least 5 consecutive business days

Of the 60,895,833 outstanding warrants (2019: 12,890,000 warrants), 48,395,833 warrants (2019: 12,890,000) were exercisable.

Warrants exercised in 2020 resulted in 2,666,667 shares (2019: Nil shares) being issued at a weighted average price of £0.054 each (2019: £nil each). The related weighted average share price at the time of exercise was £0.34 (2019: £nil) per share. The related transaction costs, amounting to £nil (2019: £nil), have been netted off against the proceeds received.

In addition to warrants bundled with the fresh issue of shares during private placings, the company entered into the following transactions where warrants were issued:

On the 1 November 2019 Asimilar Group Plc issued 5,000,000 warrants to company Directors with an exercise price of 10.00p and a vesting date of 3 December 2019. The fair value at the grant date of these warrants has been determined through an actuarial valuation using an adjusted binomial model. The aggregate fair value of the warrants of £205,000 has been expensed as directors remuneration in accordance with IFRS 2 share based payments and the Group's accounting policy outlined in note 2.10. These share based payments are also disclosed in note 19 and the directors remuneration report.

On 12 March 2020 Asimilar Group Plc issued 3,500,000 warrants with an exercise price of 60.00p and a vesting date of 1 October 2020 for £nil consideration. The warrants were issued as compensation to potential investors due to cancellation of a private placing. The fair value of these warrants has been determined through an actuarial valuation using an adjusted binomial model. The aggregate fair value of the warrants of £119,500 has been expensed as finance costs.

On 30 August 2020 as part consideration for the acquisition of ICJL Asimilar Group Plc granted warrants to subscribe for up to 9,000,000 Asimilar ordinary shares in 2 tranches of up to 4,500,000 warrants per tranche. These were granted to Mark Horrocks and have been disclosed in the Directors remuneration report. The warrants represent derivatives over own equity and have been recognised as derivative financial liabilities. At the balance sheet date the aggregate fair value of these warrants of £1,669,500 has been determined through a 3^rd party actuarial valuation using a Monte Carlo model that is consistent with the mathematics underlying the Black Scholes formula.

Warrant Reserve

	2020	2019
	£	£
As at 1 October	-	-
Premium attributable to bundled warrants issued as part of private placing (warrant reserve)	157,813	-
	------------------	------------------
At 30 September	157,813	-
	===========	===========

19.	SHARE BASED PAYMENTS

On the 1 November 2019 Asimilar Group Plc issued 5,000,000 warrants to company Directors with an exercise price of 10.00p and a vesting date of 3 December 2019. The fair value at the grant date of these warrants has been determined through an actuarial valuation using an adjusted binomial model. The aggregate fair value of the warrants of £205,000 has been expensed as directors remuneration in accordance with IFRS 2 Share Based payments and the Group's accounting policy outlined in note 2.10.

On 12 March 2020 Asimilar Group Plc issued 3,500,000 warrants with an exercise price of 60.00p and a vesting date of 1 October 2020 for nil consideration. The warrants were issued as compensation to potential investors due to cancellation of a private placing. The fair value of these warrants has been determined through an actuarial valuation using an adjusted binomial model. The aggregate fair value of the warrants of £119,500 has been expensed as finance costs.

The fair value of warrants granted during the period, determined using the adjusted binomial model, was £0.041 per warrant . The significant inputs into the model were a weighted average share price of £0.09 at the grant date, the exercise price shown above, volatility of 94% , dividend yield of 0% , the assumption that warrants are subscribed for when 100% in the money, and an annual risk-free interest rate equal to the yield on zero coupon yield curve of UK gilts at the issue dates. The volatility measured at the standard deviation of continuously compounded share returns is based on statistical analysis of daily share prices over the last year.

These share based payments are also disclosed in the directors remuneration report.

The total value of share based payments recognised as expenditure during the year was £324,500 (2019: £Nil). This amount has also been credited to equity in accordance with the provisions of IFRS 2: Share Based Payments.

20. ULTIMATE CONTROLLING PARTY

The Group is admitted to AIM and there is no individual controlling party. The Directors' Report provides details of those shareholders with an individual holding exceeding 3% of issued share capital.

21. RELATED PARTY DISCLOSURES

Directors' remuneration is shown in Note 9. There were no key management personnel other than the Directors (2019: none).

On acquisition of Intrinsic Capital (Jersey) Limited had a liability to Mark Horrocks of £319,036. £250,000 was paid back on 9 September 2020. The balance still outstanding at 30 September 2020 was £69,036 (2019: £nil).

During the year Kepstorn Solicitors provided legal and advisory service to the Asimilar Group Plc. Donald Stewart is a partner in the firm. Total of service provided amounted to £125,340. (2019: £nil). These were fully paid during the year. There were no outstanding amounts at the year end.

There were no other transactions falling within the scope of IAS 24 Related Party Disclosures.

22. POST BALANCE SHEET EVENTS

On 20 October 2020 Asimilar Group Plc granted Mark Horrocks director warrants to subscribe for 1,000,000 new ordinary shares at 30p. The warrants expire on 21 October 2023.

On 28 October Asimilar Group Plc issued 350,000 new ordinary shares as a result of an exercise of warrants at 5p.

On 30 November 2020 Asimilar Group Plc assigned its Sentiance Loan of €3,000,000 to MESH Holdings Plc and received the full amount in settlement.

On 7 December 2020 Asimilar Group Plc invested further £298,204 in Magic Media Works Limited by way of Loan Notes of £1.00 each Interest will be paid on the loan notes at 5%, payable annually in arrears on the anniversary of the loan note subscription. The loan notes expire on 31 January 2026. Should MMW not be in a position to satisfy the interest payment in cash it can elect to satisfy the interest through the issuance of further loan notes or shares to the loan note holder.

Each loan note has a warrant attached which gives the holder the right to subscribe for a share in Magic Media Works Limited ("MMW") at £1 per share at any time during the life of the loan note. The exercise of the warrants can be carried out by offsetting the exercise subscription due against the outstanding loan amount, effectively resulting in a cashless exercise. The subscription forms part of a wider equity and loan note fundraise of up to £13m by MMW which is being led by Sun Capital Partners. The equity subscription is being carried out at £1.00 per share. The fundraise will be conducted in two rounds: the first at £1.00 per share; and the second, to be conducted in early 2021, at £1.10 per share. Asimilar has the right, but not the obligation, to retain its equity position in the second round of financing.

On 19 January 2021 Asimilar Group Plc issued 400,000 new ordinary shares as a result of an exercise of warrants at 5p.

On 22 January 2021 Asimilar Group Plc issued 666,667 new ordinary shares as a result of an exercise of warrants at 5p.

On 23 February 2021 Asimilar Group Plc issued 281,250 new ordinary shares as a result of an exercise of warrants at 30p.

The Group made the following investments through its 100% subsidiary Intrinsic Capital Jersey Limited (ICJL):

On 9 November 2020 ICJL invested £250,000 in SeeQuestor Limited for 16,892 ordinary shares

On 1 December ICJL announce the exercise of the tranche 2 of the DevClever option for 20,000,000 shares at 10p.

On 31 December 2020 ICJL invested a further £250,000 in SeeQuestor Limited for 16,892 ordinary shares. ICJL was also granted a 1 for 1 warrant to subscribe for further new ordinary shares in SeeQuestor. These warrants will also apply to the previous investment of £250,000 announced on 9 November 2020. The warrants are exercisable from the date of grant until 31 December 2021 and will exercise at a discount to the subscription price of this investment round.

On 26 January the tranche 2 investment in Dev Clever option announced on 1 December 2020 became unconditional. ICJL now owns 40,000,000 shares in Dev Clver.

On 25 February 2021 ICJL, assigned its right to subscribe for up to 30 million ordinary shares in Dev Clever at 10 pence per share ("Subscription Rights") to Sitius Limited ("Sitius"). Sitius is an investment vehicle wholly owned by Dr David von Rosen. The consideration for the assignment is £3 million in cash.

In addition, ICJL transferred a warrant to subscribe for 15 million new ordinary shares of Dev Clever at 25 pence per Dev Clever share to Sitius for a consideration of £500,000 in cash. ICJL retains a warrant to subscribe for 35 million new ordinary shares in Dec Clever at 25 pence per Dev Clever Share.

On 17 March Dev Clver published its prospectus, resulting in the completion of the final investment of £3,000,000 via the exercise of the option to acquire a further 30,000,000 shares. ICJL now hold 70,000,000 shares and 35,000,000 warrants exercisable at 25p.

			2020	2019
	Notes		£	£
ASSETS
Non-current assets
Investments in financial assets		IV	5,489,308	2,684,091
			--------------------	--------------------
			5,489,308	2,684,091
			--------------------	--------------------
Current assets
Investments in financial assets		IV	102,494	-
Investments in financial assets held at amortised cost			2,771,426	-
Receivable from group companies			3,140,000	-
Trade and other receivables		IV / VI	181,528	69,466
Cash and cash equivalents			703,963	242,415
			--------------------	--------------------
			6,899,411	311,881
			--------------------	--------------------

TOTAL ASSETS			12,388,719	2,995,972
			==========	==========
EQUITY AND LIABILITIES
Current liabilities
Trade and other payables		VII	108,989	27,445
			--------------------	--------------------

Derivative financial liabilities		VIII	1,669,500	-

			--------------------	--------------------
Total liabilities			1,778,489	27,445
			--------------------	--------------------
Equity
Share capital		IX	5,213,277	5,207,754
Share premium account			14,327,636	7,864,973
Merger relief reserve			279,900	-
Warrant reserve			157,813	-
Retained earnings			(9,368,396)	(10,104,200)
			---------------------	---------------------

Total equity			10,610,230	2,968,527
			---------------------	---------------------
TOTAL EQUITY AND LIABILITIES			12,388,719	2,995,972
			==========	==========

The profit for the parent company for the year was £411,304 (2019 - loss £731,784)

The financial statements were approved and authorised for issue by the board of directors on 30 April 20121 and were signed below on its behalf by

John Taylor

Chairman

COMPANY STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 30 SEPTEMBER 2020

	2020	2019
	£	£
Operating activities
Profit / (Loss) for the year	411,304	(731,784)
Adjustments for:
(Increase) / decrease in trade and other receivables	(112,061)	17,520
Increase / (decrease) in trade and other payables	81,579	(5,249)
Net finance(income) / cost	(49,004)	426
Derivative fair value movement	(436,500)	-
Unrealised gains on remeasurement to fair value	83,365	52,930
Impairment of investments	-	446,974
Share based payments	324,500	-
Other income (non-cash transaction)	(1,140,000)	-
	-------------------	-------------------
Net cash used in operating activities	(836,817)	(219,183)
	-------------------	-------------------
Investing activities
Payments to acquire investments	(606,026)	(100,000)
Loans made	(2,722,422)	-
Payments to group companies	(2,000,000)
Net finance income	914	(426)
	-------------------	-------------------
Net cash used in investing activities	(5,327,534)	(100,426)
	-------------------	-------------------
Financing activities
Net proceeds from issue of shares	6,625,899	291,500
	------------------	------------------
Net cash generated from financing activities	6,625,899	291,500
	-------------------	-------------------


Net increase / (decrease) in cash and cash equivalents	461,548	(28,109)

Cash and cash equivalents at the start of the year	242,415	270,524
	------------------	------------------
Cash and cash equivalents at the end of the year	703,963	242,415
	------------------	------------------
Cash and cash equivalents consist of:
Cash and cash equivalents	703,963	242,415
	=========	=========

The Company had no debt in either period, therefore no debt net reconciliation has been presented.

NOTES FORMING PART OF THE COMPANY FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2020

I. GENERAL INFORMATION

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 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 4 to the consolidated financial statements except as noted below:

Valuation of investments

Investments in subsidiaries are stated at cost less any provision for impairment in value.

III. INCOME FOR THE FINANCIAL PERIOD

The 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 financial statements. The Company's Income for the year was £411,305 (2019: Loss of £731,784).

All staff employed under Asimilar Group Plc and staff numbers are shown in note 6. Total staff costs total £439,910 (2019: £112,824).

IV	FINACIAL INSTRUMENTS
		2020	2019
		£	£
	Non-Current
	Investments in financial assets designated at fair value through profit or loss (see below for movement analysis)	3,091,908	2,684,091
	Investments in subsidiary at cost (note V)	2,397,400	-
		----------------------	----------------------
		5,489,308	2,684,091
	Current
	Investments designated at fair value through profit or loss	102,494	-
	Financial assets carried at amortised cost - loans	2,771,426	-
	Financial assets carried at amortised cost - amounts owed by group undertakings	3,140,000
	Trade receivables carried at amortised cost	152,035	61,833
		----------------------	----------------------
		6,165,955	61,833
		===========	===========
		11,655,263	2,745,924
		===========	===========

	Financial assets designated at fair value through profit or loss
	Non - Current
	Fair value of investments brought forward	2,684,091	3,083,995
	Purchases during the year	1,611,180	100,000
	Net unrealised loss in fair value	(83,363)	(499,904)
	Disposals	(1,140,000)	-
	Realised gain on disposal	20,000	-
		----------------------	-----------------
	Fair value of investments carried forward	3,091,908	2,684,091
		===========	===========

The financial asset held at amortised cost constitutes an arm's length interest bearing short term loan of £2,771,426 (2019: £nil) that was repaid in full shortly after the year end and an intra group loan of £3,140,000.

Details of the investments held are given in the Chairman's statement.

V. FIXED ASSET INVESTMENTS IN SUBSIDIARY

			2020
			£

Total cost of investment as at 30 September 2020 (additions)			2,397,400 _________

On 30 August 2020 Asimilar acquired the entire ordinary share capital of Intrinsic Capital (Jersey) Limited ("ICJL"). The consideration paid was a fresh issue of 1,000,000 Asimilar ordinary shares and warrants to subscribe for up to 9,000,000 ASIMILAR ordinary shares in 2 tranches of up to 4,500,000 warrants per tranche. No balance existed prior to 30 August 2020, therefore no previous movement analysis is presented.

Refer to note 5 for further details regarding the acquired subsidiary and corresponding treatment in the consolidated financial statements.

At year end the Company had the following wholly owned subsidiary:

Intrinsic Capital (Jersey) Limited 100%

Registered Office: 2nd Floor, The Le Gallais Building, 54 Bath Street, St Helier, Jersey, JE1 1FW, Channel Islands

VI.	TRADE AND OTHER RECEIVABLES		2020	2019
			£	£

	Trade receivables	Note IV	15,000	27,600
	Prepayments and accrued income		29,493	7,633
	Other receivables	Note IV	137,035	34,233
			-------------------	-----------------
			181,528	69,466

	Amounts due from subsidiary undertakings		3,140,000	-
			-------------------	-----------------
			3,321,528	69,466
			=========	========

VII.	TRADE AND OTHER PAYABLES	2020	2019
		£	£

	Trade payables	57,915	5,877
	Accruals and deferred income	46,901	18,420
	Other taxes and social security	4,173	3,148
		---------------	---------------
		108,989	27,445
		========	========
VIII.	DERIVATIVE FINANCIAL LIABILITIES	2020	2019
		£	£

	Derivative liabilities (see note 14(c) for movement analysis)	1,669,500	-
		========	========

On 30 August 2020 as part consideration for the acquisition of ICJL Asimilar Group Plc granted warrants to subscribe for up to 9,000,000 ASIMILAR ordinary shares in 2 tranches of up to 4,500,000 warrants 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 carried at fair value.

The fair value of the warrants on issue as at 30 August 2020 was £2,106,000 (as outlined in note 5). The change in the fair value of the warrants from £2,106,000 to £1,669,500 as at 30 September 2020 represents a fair value gain to the Company of £436,500 which has been recognised in the income statement.

IX SHARE CAPITAL

Details of share capital are shown in note 18.

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Companies

Asimilar Group (ASLR)

Friday, 15th November 2024

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