Statutory Audited Accounts to 31 December 2019

RNS Number : 1331N

Supply @ME Capital PLC

28 January 2021

Registration number: 03936915

Supply@ME Capital plc (formerly known as Abal Group plc)

Directors' Report and Consolidated Financial Statements

for the Period Ended 31 December 2019

Supply@ME Capital plc (formerly known as Abal Group plc)

Contents

Company Information	3
Chairman's Statement	4 to 6
Strategic Report	7 to 9
Directors	10 to 11
Directors' Report	12 to 15
Directors' Remuneration	16 to 17
Corporate Governance	18 to 25
Independent Auditor's Report	26 to 29
Consolidated Income Statement	30
Consolidated Statement of Financial Position	31
Company Statement of Financial Position	32
Consolidated Statement of Cash Flows	33
Company Statement of Cash Flows	34
Consolidated Statement of Changes in Equity	35
Company Statement of Changes in Equity	36
Notes to the Financial Statements	37 to 59

Supply@ME Capital plc (formerly known as Abal Group plc)

Company Information

Directors	Enrico Camerinelli
	Susanne Chishti
	Dominic White
	Alessandro Zamboni

Secretary	MSP Corporate Services Limited
	27/28 Eastcastle Street
	London
	W1W 8DH

Company number	03936915

Registered office	27/28 Eastcastle Street
	London
	W1W 8DH

Auditor	Crowe UK LLP
	55 Ludgate Hill
	London
	EC4M 7JW

Solicitors	Charles Russell Speechlys LLP
	5 Fleet Place
	London
	EC4M 7RD

Bankers	Metro Bank Plc
	1 Southampton Row
	London
	WC1B 5HA

Registrars	Neville Registrars Limited
	Neville House
	Southampton
	SO14 2JF

Public Relations	Cicero/AMO
	3 Pancras Square
	London
	N1C 4AG

Accountants	Azets
	Carnac Place
	Fareham
	PO16 8UY

Investor Relations	Walbrook PR Ltd
	4 Lombard Street
	London EC3V 9HD


Website	www.supplymecapital.com

Chairman's Statement

I am pleased to report to you on the Group's activities and its many changes in the nine months period to 31 December 2019, and in the subsequent year to date in 2020.

Overview

In the prior year to 31 March 2019 the Group underwent some fundamental changes culminating on the 5 February 2019, when all of the Group's former business was sold.

From that date, the former Group known as Imaginatik (comprising the parent company Imaginatik plc (the "Company") and its wholly owned subsidiary) changed its name to Abal Group plc and became a non-trading cash shell seeking new investment opportunities. The Group was at that date listed on the AIM market and categorised as an AIM Rule 15 cash shell. As such, it was required to make an acquisition which constituted a reverse takeover under AIM Rule 14 within six months, or, be re-admitted to trading on AIM as an investing company under the AIM Rules failing which, the Company's Ordinary Shares would be suspended from trading.

In the nine months to 31 December 2019 therefore the Company's only material continuing activity was that of a company continuing with its overheads as an ongoing quoted company on AIM. On 6 August 2019 the trading in the Company's shares on AIM was suspended since it had not completed an acquisition or been re-admitted to trading as an investing company within the time period required.

During the nine months to 31 December 2019 the Company was not trading and was principally engaged in seeking new investment opportunities.

On 27 September 2019, the Group however announced that a conditional share purchase and sale agreement had been reached to acquire all of the share capital of an Italian company Supply@ME S.r.l ("Supply@ME" or "SYME"). The transaction was to be effected by way of a reverse takeover.

Supply@ME is an innovative fintech platform which provides an Inventory Monetisation service to manufacturing and trading companies ("Platform"). The Platform aligns Client companies (manufacturing and trading companies) seeking to monetise part of their inventory for cash, with Inventory funders (banks, financial institutions and investment funds). The Inventory funders invest through the SYME Platform into portfolios of inventory assets.

As at 31 December 2019 this transaction had not completed. Cancellation of the admission to trading of the Company's ordinary shares on AIM took effect six months after the suspension, on 7 February 2020, in accordance with AIM Rule 41.

I am delighted to report that Supply@ME Capital (:SYME) was admitted to the standard list segment of the Official List of the FCA and to trading on the London Stock Exchange's Main Market for listed securities after the year end.

On 23 March 2020, Abal Group plc completed the following transactions:

· reverse acquisition of Supply@ME S.r.l., a company registered in Italy;

· placing of 331,604,094 shares; and

· admission to the Official List and trading on the London Stock Exchange's Main Market.

The transaction was effected by way of the issue of 32,322,246,220 consideration shares to the shareholders of Supply@ME S.r.l..

The market capitalisation of the Company at Admission at the Issue Price per share under the Prospectus was £227,482,090.

Since Abal Group plc, as a non-trading cash shell company, effectively had no substance at the date of the transaction, and in fact Supply@ME S.r.l. was acting as the parent of the Group, the future consolidated Group has been accounted for as a reverse acquisition.

Abal Group plc changed its name to Supply@ME Capital plc on 30 March 2020.

Change of Year End

The Group's principal operating subsidiary is Supply@ME S.r.l. which has a year end of 31 December. The Company has changed its year end from 31 March to 31 December to align all the Group companies' year ends.

Business review

As outlined above, following the sale of the Group's business in the previous financial period, the Group had been principally engaged in seeking new investment opportunities.

In our 31 March 2019 Consolidated Statement of Comprehensive Income, prepared according to IFRS accounting standards, we were required to show separately the results of the Group's discontinued operations from its continuing operations. As a result of the sale of the business in the previous period, there is no revenue associated with continuing operations in either the period to 31 December 2019 or the previous period.

Discontinued operations

On 5 February 2019 the Group sold all of its business and assets for an initial cash consideration of $1.7m (about £1.3m) together with the potential for further deferred consideration of up to approximately $0.8m (about £0.6m) subject to achieving certain conditions

Total revenues for the 10 months period prior to the sale of the business on 5 February 2019 were £2.3m.

Continuing operations

Following the sale of all the business and assets in February 2019, the Group became a cash shell. The sale agreement provided that all employees transferred to the purchaser.

The only material continuing activity of the Group after the sale was that of a company seeking new investment opportunities.

Financial overview

In summary, from a financial viewpoint, the Group had transformed successfully from a trading Group, to a cash shell listed on AIM, and now, subsequent to this year end, to a Group admitted to the Official List as a Main Market company, standard segment, trading on the London Stock Exchange.

In the period to 31 December 2019 the Company raised no new funds from the issue of new ordinary shares (2019: £1.2m). At the 2019 period-end cash balances were £0.08m (2019: £0.8m).

Current business activity

1. Inventory Funding Programme

The Supply@ME Platform aligns Client companies (manufacturing and trading companies) seeking to monetise part of their inventory for cash, with Inventory funders (banks, financial institutions and investment funds). The Inventory funders invest through the Platform into portfolios of inventory assets through one of three routes:

i) Open-Funding

Open-Funding is raising capital for Inventory Monetisation through securitisation vehicles or other third party funding facilities.

Client companies in this funding model are sourced by Supply@ME via its commercial partners.

ii) Captive-Funding

Captive-Funding is gathering financing through a strategic "captive" relationship with a bank. The bank (the "Bank"), located in Europe, is in the process of being acquired by a partnership between the Company's shareholder The AvantGarde Group S.p.A., and the investment fund "Industry 4.0" managed by Quadrivio Group.

Client companies in this funding model are sourced by Supply@ME, via its commercial partners, and the Bank.

iii) Self-Funding

Self-Funding is gathering financing through banks and other institutions ("Self-Funders") that also offer the Inventory Monetisation service direct to their customers, such that the banks and their client base can benefit from the systems, assessment and monitoring processes of Supply@ME's Platform.

Client companies in this funding model are sourced by the Self-Funders.

2. Client Company Origination

The pipeline of Client companies continues to grow and now includes mid-cap and large-cap businesses from Italy, the UK and UAE.

Gross origination of Client companies increased 30% between September 2020 and the end of December 2020.

Value (Euro)	31.3.20	30.6.20	30.9.20	31.12.20
Gross origination^[1]	1.22bn	1.43bn	1.64bn	2.13bn
Number of client companies	82	97	142	165

3. Business expansion

UK. Notwithstanding the continued uncertainties surrounding Brexit, the Company is working to make the UK a key hub for its Inventory Monetisation service as well as a "pivot" for cross-border monetisation operations (ideal for large corporates with inventory in a number of global locations).

MENA regions. With the support of the Funding Specialist announced on 3 November 2020, the approval process of the Shariah compliant version is now complete.

Marketing of the first Shariah compliant investment product is in planning, highlighting, amongst other features, the value of the recent co-operation agreement signed with Lenovo Financial Services.

US. The Company and The Trade Advisory are progressing with the development of a first pilot Inventory Monetisation operation within the retail sector and are also evaluating an opportunity to deliver an innovative inventory "in transit" monetisation model.

Dominic White

Non-Executive Chairman

27 January 2021

Strategic Report for the Period Ended 31 December 2019

Strategic plans during the year

The Group's strategy has changed significantly during the two financial reporting periods to 31 December 2019.

At the start of the previous financial reporting period year, the Group was well established as a leading player in the global innovation market. The Group had a suite of technology and consultancy products used by blue chip clients, mainly in North America and Europe.

In January 2019, there was a change in strategy and the Group announced its intention to sell all its business and assets, and this sale was completed in February 2019.

From the date of the sale of the business the Group became a cash shell that was seeking new investment opportunities.

These endeavours culminated successfully after the year end and on 23 March 2020 the Group successfully raised funds through a placing, issued consideration shares to secure the acquisition of Supply@ME S.r.l. via a reverse takeover and gained admission to the Official List as a Main Market company, standard segment, trading on the London Stock Exchange.

Financial report

All the Group's business and assets were sold in the previous financial reporting period for £1.3m.

The sale generated a consolidated profit on disposal of £1.0m (2018: £Nil).

Group revenues for the nine months financial period ending 31 December 2019 were £Nil (2019: 12 months £2.3m, all discontinued activities).

Consolidated loss for the period £0.68m (2019: loss £0.4m, of which £0.7 loss was from continuing activities and a profit of £0.3 from discontinued activities)

Consolidated loss per share - basic and diluted 0.71 pence (2019: loss 0.71 pence)

Investment in intangible assets £Nil (2019; £0.2m)

Net proceeds of share issues £Nil (2019: £1.2m)

Net cash absorbed in period £0.7m (2019: generated £0.7m)

Cash balances at year-end £0.08m (2019: £0.8m)

Part of the re-ﬁnancing arrangements in the previous financial reporting period included the issue of a convertible unsecured loan note for £90,000, and a warrant was issued for options to acquire new ordinary shares. In January 2019, the conversion option for the loan note was exercised. This conversion resulted in a debt for equity swap plus the issue of another warrant for options to acquire further shares. At the period end, these two warrants were outstanding and have been included in the Balance Sheet liabilities at a combined valuation of £48,000 (2019: £53,000).

KPIs

As all the Group's business and assets have been sold in the previous financial reporting period, in February 2019, it is no longer appropriate to report detailed year-end KPIs for the business.

After the sale of the business, the Group became a cash shell looking for new investment opportunities. At the year end point, the two main KPIs were identifying and securing new investment opportunities and maintaining sufﬁcient cash balances for the continuing operations until arrangements for a new investment had been completed.

After the year-end, in March 2020, the Group successfully raised funds through a placing, issued consideration shares to secure the acquisition of Supply@ME S.r.l. and was admitted to the Official List as a Main Market company, standard segment, trading on the London Stock Exchange.

Risks and uncertainties

The two main risks at the year-end were maintaining sufﬁcient cash resources to be a going concern and securing an appropriate new investment. The directors were closely involved in monitoring frequently these risks and the delivery of appropriate solutions on a timely basis.

Subsequent to the year end, following the British government's decision to invoke Article 50 on 29 March 2017 (and consequent changes to the exit date), the UK left the European Union on 31 January 2020.

At this stage, the nature of the relationship for financial services between the UK and the remaining European Union countries following Brexit has yet to be agreed and negotiations with the European Union on the terms of Brexit have demonstrated the difficulties that exist in reaching such an agreement. Depending on the terms of the negotiations, the UK could also lose access to the single European Union market and to the global trade deals negotiated by the European Union on behalf of its members. Such a decline in trade could affect the attractiveness of the UK as a global investment centre and, as a result, could have a detrimental impact on economic growth in the country. Furthermore, regardless of the form of any withdrawal agreement, there are likely to be changes in the legal rights and obligations of commercial parties across all industries following Brexit, and British regulatory requirements once outside the European Union could be subject to significant change.

Although the Group will not operate exclusively in Britain and, accordingly, the Group's success could be offset by general economic developments in other geographies, negative developments in, or the general weakness of, the British economy may negatively affect the financial conditions of the Group.

Covid-19 Pandemic

Subsequent to the year end, a further major risk has arisen. The recent outbreak of COVID-19 has resulted and will continue to result in significant economic disruption in all jurisdictions the business operates in. There is uncertainty around the timing and severity of continuing local restrictions which may impact the company's ability to continue to trade effectively. There is also uncertainty over the timing of sufficient rollout of a suitable vaccine which impacts the time frame of the economic uncertainty. The Directors will continue to proactively monitor the situation in the relevant jurisdictions and continue to develop their systems and protocols to ensure employees are safe and customer service continues as uninterrupted as possible. Further information is included in the Directors report.

Strategic Outlook

As well as completing the first Open-Funding securitisation transaction, the Company expects to have delivered on Captive-Funding and Self-Funding initiatives by the end of the first quarter of 2021.

There is a large and growing international addressable market for inventory funding. Supply@ME is aiming for its Inventory Monetisation Platform to be the leading fintech operator in the sector. We expect the number of Client companies being sourced and monetised to continue to grow rapidly, in direct proportion to the funding available.

The model is highly scalable as can be seen by the availability of partners in the UK, Middle East and US to join with the Company to develop an international Platform. In 2021 Supply@ME aims to have started operations in each of these regions.

Directors' statement under section 172 (1) of the Companies Act 2006

Section 172 (1) of the Companies Act obliges the Directors to promote the success of the Company for the benefit of the Company's members as a whole.

This section specifies that the Directors must act in good faith when promoting the success of the Company and in doing so have regard (amongst other things) to:

1. the likely consequences of any decision in the long term,

2. the interests of the Company's employees,

3. the need to foster the Company's business relationship with suppliers, customers and others,

4. the impact of the Company's operations on the community and environment,

5. the desirability of the Company maintaining a reputation for high standards of business conduct, and

6. the need to act fairly as between members of the Company.

The Directors believe they have acted in the way they consider most likely to promote the success of the Company for the benefit of its members as a whole, as required by Section 172 (1) of the Companies Act 2006.

At this time, the Board believes that it is compliant with all ten Principles of the QCA Code. More information can be found on pages 18-25.

Approved by the Board and signed on its behalf by

Alessandro Zamboni

Director

27 January 2021

Directors

The current board comprises four directors, whose details are set out below:

Dominic White - appointed 23 March 2020

Mr White has invested in public markets and private equity for 25 years. He has acquired and managed more than £3 billion of assets across Europe and held board positions at a number of public companies including KCR Residential, REIT Plc, Eight Capital Partners Plc and Limitless Earth Plc, as well as at international investment institutions such as Security Capital European and Henderson Global Investors.

He is a member of the Institute of Chartered Financial Analysts.

Susanne Chishti - appointed 23 March 2020

Ms Chishti brings over 20 years of financial expertise, board-level experience focused on organisational governance, and a strong understanding of the small/medium size enterprise market. Her experience draws on 14 years in banking with senior positions at Morgan Stanley, Lloyd's Banking Group and Deutsche Bank.

As CEO of FINTECH Circle she is an award winning entrepreneur and global expert in financial technology, new business models and a bestselling Editor of The FINTECH Book Series published by Wiley.

Enrico Camerinelli - appointed 23 March 2020

Mr. Camerinelli is a Supply Chain specialist. He takes part in projects launched by the United Nations Economic Commission for Europe, the World Bank, the World Trade Board, and the Council of Supply Chain Management Professionals relating to Supply Chain finance and research.

He regularly attends major industry events as invited guest speaker.

Alessandro Zamboni - appointed 23 March 2020

Mr Zamboni is a director who specializes in the financial services industry and related strategic and digital operating models.

Since 2008, he has been managing the delivery and the sales operations of a consulting company specialising in Regulatory & Internal Controls for Banks and Insurance Firms.

Mr Zamboni founded The AvantGarde Group, parent company of Supply@ME S.r.l., in 2014.

Other directors in the year

Simon Charles (Non-Executive Director) - resigned 23 March 2020

Chairman of Audit Committee and Remuneration Committee

Mr Charles is joint senior equity partner at the City of London firm of solicitors Marriott Harrison LLP, having joined the firm in March 2004. He is a qualified solicitor in England and Wales and has substantial experience advising private and public companies and investors in both a corporate and legal capacity. Mr. Charles had worked closely with the Company for a number of years. Prior to joining Marriott Harrison LLP, Mr. Charles worked in the corporate finance department at Numis Securities Limited, where he advised both AIM quoted and Main Market companies as a nominated advisor and sponsor.

John Treacy (Non-Executive Director) - resigned 23 March 2020

Mr Treacy is a London based experienced small cap financier who specialises in working with growing companies. He qualified as a solicitor in the London office of a major international law firm where he specialised in Capital Markets and Merger & Acquisitions. From there he moved to practice corporate finance in the advisory teams of several prominent UK brokerages where he acted as an adviser to a number of AIM companies and advised on numerous IPOs, acquisitions, debt restructurings and placings.

Shawn Taylor FCA (Non-Executive Director) - resigned 5 September 2019

Mr Taylor joined Imaginatik in September 2005 and maintained responsibility for financial systems and processes. Shawn also had responsibility for the routine financial controls, management accounting, forecasting and budgeting procedures, treasury management, foreign exchange control, corporate governance compliance and the management of human resources.

He has significant experience as a public company Chief Financial Officer and has led companies through growth phases having previously been Chief Financial Officer of HIT Entertainment PLC from 1997 to 2001 and Content Film PLC from 2001 to 2004.

Board committees

In the financial reporting period to 31 December 2019 as the Group was non-trading, the board did not establish an audit committee nor a remuneration committee. In the previous reporting period, Mr Charles chaired the audit committee and was a member of the remuneration committee together with another director who resigned in the previous reporting period.

Directors' Report for the Period Ended 31 December 2019

The directors present their report and the consolidated financial statements for the period ended 31 December 2019.

Results and dividends

The consolidated statement of comprehensive income is set out on page 25 and shows the results for the year.

The loss before tax for the period was £685,000 (2019 - £374,000 loss).

The directors do not recommend the payment of a dividend.

Principal activity

During the period to 31 December 2019 the Group did not trade and was categorised as an AIM Rule 15 cash shell.

Directors' of the Group

The directors, who held office during the period, and subsequently, together with current directors are as follows:

Mr Enrico Camerinelli (appointed 23 March 2020)

Mrs Susanne Chishti (appointed 23 March 2020)

Mr Dominic White (appointed 23 March 2020)

Mr Alessandro Zamboni (appointed 23 March 2020)

Mr Simon Charles (resigned 23 March 2020)

Mr Shawn Taylor (resigned 5 September 2019)

Mr John Treacy (resigned 23 March 2020)

Matters covered in the Strategic Report

Future developments and principal risks and uncertainties are disclosed in the Strategic Report.

Foreign exchange risk

Prior to the sale of the business in February 2019, there were foreign exchange risks arising because the Group had operations located in various parts of the world whose functional currency is not the same as the functional currency in which the Group companies were operating. The Group's policy was, where possible, to allow entities to settle liabilities in their functional currency with the cash generated from their own operations in that currency.

Since the sale of the business there have been no foreign exchange risks.

More details on ﬁnancial instruments management objectives and policies are mentioned within note 22.

IFRS

We have prepared our financial statements in accordance with International Financial Reporting Standards as adopted by the EU (IFRS).

Political and charitable donations

No political or charitable donations were made during the period.

Directors' interests

The directors who held office during the period and their interests in the ordinary shares of the Company were as follows:

	At 31 December 2019	At 31 March 2019
	Ordinary shares	Ordinary shares
Simon Charles	315,371	315,371
John Treacy	Nil	Nil
Shawn Taylor	85,185	85,185

Attendance at board and committee meetings

As the Company was not trading during the period there were no audit committee or remuneration committees in place.

The Non-executive directors met on an ad hoc basis to further the interests of the Company by seeking an appropriate investment opportunity and to ensure there were sufficient funds for the Company to continue until such an investment was found.

Going concern

For the reasons set out below, the Directors consider that it is appropriate to adopt the going concern basis in preparing these ﬁnancial statements.

At the year-end the Group had cash balances of £81,000 (2019; £771,000) and other net current liabilities of £390,000 (2019: other net liabilities £395,000). The Group has posted a loss for the year after tax of £685,000 (2019: loss of £374,000) and retained losses were £14,675,000 (2019: £15,207,000).

The Group has historically met its ﬁnancing requirements through the regular placing of new shares, raising in the year a net cash amount of £Nil (2019: £1,217,000).

At the year end the Group was a cash shell listed on AIM that was seeking new investment opportunities.

Since the year end, the Group has successfully been admitted to trading as a Main Market company, standard segment, trading on the London Stock Exchange having also issued placing shares with gross proceeds of £2,240,000 (net proceeds of £ 1,440,000).

The Group is now fully trading and not reliant upon share issues to continue in business.

The Directors have reviewed the forecast cashflows for the next 12 months and consider the Group to be a going concern.

The cashflow forecasts are based on the enlarged group following the reverse acquisition in March 2020 and therefore relate to cashflows arising from the groups Fin Tech platform that focusses on inventory monetisation facilities. The Directors have prepared the forecast using their best estimates however the company is in its start up phase and therefore they have identified the following uncertainties in the model.

The ability of the group to acquire inventory is reliant on investment funding being received, whilst the group is in advanced negotiations with several interested partners no investment has been secured, if no investment is secured the group cannot acquire inventory and generate the service fee income.

In addition the group has a portfolio of interested customers, with some having signed term sheets. The cashflow model assumes a growth in customer base in line with the interest that has been received in the product but there is uncertainty over the ability of the group to be able to secure these new customers.

On the basis of the above matters the directors have a material uncertainty in relation to its going concern status. The Directors have prepared scenario based models which include adjustments for the uncertainties noted and additional cost saving measures that could be implemented if there is a delay in the revenue generation. On the basis of these scenarios and that they are in advanced negotiations with potential investors and there has been significant interest in the product the Directors consider it appropriate to prepare the financial statements on a going concern basis. These financial statements do not include any adjustments that may be required if the going concern status was not considered appropriate.

Streamlined Energy and Carbon Reporting (SECR)

The Companies Act 2006 (Strategic Report and Directors' Report) Regulations 20131 require quoted companies to report their annual emissions and an intensity ratio in their Directors' Report.

There is a de minimis exception for organisations consuming less than 40MW of energy per year in the UK. As a consequence of the Group being principally dormant in the period, the Directors have taken advantage of this exception and has not therefore included an energy and carbon report.

Impact of the global pandemic

As noted on 1 July 2020 in the Interim Statement to 31 March 2020 and mentioned in numerous announcements since, the Board has monitored closely the impact of COVID-19 on business operations.

Impact on Client companies

SYME's Client company customer base remains strong and the demand for inventory monetisation continues to grow. The number of Client companies being originated by SYME has grown each quarter since the Reverse Take Over in March 2020. Increasingly, following COVID-19, many businesses are consciously choosing to build inventory to avoid supply chain shortages and subsequent loss of trade, rather than keep stock levels low. This is positive development for SYME's business model as it expects that Client companies internationally will look to monetise these higher volumes of stock held.

Impact on Inventory funders

The impact of COVID-19 on Inventory funders, that is the investors through the SYME Platform into the inventory portfolios, has been more difficult to interpret.

Interest rates are at historic lows which means that investors are getting lower returns on capital compared to previous years when higher interest rates were the norm. SYME's new inventory asset class will offer a strong relative margin compared to interest rates on a risk adjusted basis. However, investors are undoubtedly more cautious and taking longer to make decisions. Time to close transactions, not only in Inventory funding, but across the investment spectrum, has increased.

The three to four month delay that SYME announced in July 2020 to its initial end September 2020 forecast to complete the first Inventory Monetisation has been the result.

We are positive about the performance of the Company in the coming months as we expect the first securitisation transaction to close and the Captive Bank to launch as announced in the Trading Update of 30 November. The re-opening of the global economies as the uncertainty caused by COVID-19 dissipates will undoubtedly also help.

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to:

•	select suitable accounting policies and apply them consistently;
•	make judgements and accounting estimates that are reasonable and prudent;
•	state whether applicable International Financial Reporting Standards (IFRSs) as adopted by the European Union have been followed, subject to any material departures disclosed and explained in the financial statements; and
•	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's and the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Group and the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Disclosure of information to the auditor

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the Company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Approved by the Board on 27 January 2021 and signed on its behalf by:

Alessandro Zamboni

Director

Directors' Remuneration

In the financial reporting period to 31 December 2019 as the Group was non-trading, the board did not establish a remuneration committee.

In the previous reporting period when the Group was actively trading up to the date of the sale of its business, Mr Charles was a member of the remuneration committee together with another director who resigned in the previous reporting period.

The following policies were therefore only relevant in relation to the year ended 31 March 2019 :

Responsibilities

The remuneration committee was responsible for the determination of the remuneration policy of the Group's executive directors and senior executives.

Composition

Until his resignation on 4 June 2018, Mr Matt Cooper (a former director) chaired the remuneration committee and Mr Charles was a member. After Mr Cooper resigned on 4 June 2018, Mr Charles chaired the remuneration committee and was the only member. Mr Treacy also became a member of the Committee from 8 November 2018 until the sale of the Group's business in February 2019.

Directors' appointment agreement

The contracts entered into by the Non-Executive Director required 3 months' notice of termination on either side.

Remuneration of non-executive directors

The remuneration for the non-executive directors was determined by the board as a whole and consisted of fees for their services in connection with board and board committee meetings and, where relevant, for additional services such as chairing a board committee. They were not eligible for pension scheme membership and did not participate in any bonus scheme.

Non-executive directors did not participate in decisions about their own remuneration.

Executive remuneration policy

Prior to the sale of the business in February 2019 when all executives left the Company, the Group followed the following policies.

The committee endeavoured to offer competitive remuneration packages which were designed to attract, retain and provide appropriate incentives to executive directors and senior executives with the experience and necessary skills to operate and develop the Group's business to their maximum potential, thereby delivering the highest level of return for the shareholders.

Consistent with this policy, beneﬁts packages awarded to executives were intended to be competitive and comprise a mix of non-performance-related and performance-related remuneration designed to provide appropriate incentives to them, but not to detract from the goals of corporate governance.

Remuneration components for executive directors:

Remuneration packages were reviewed each year to ensure that they were in line with the Group's business objectives. No director participated in decisions about their own remuneration package.

The main components in determining pay were as follows:

Basic salary/fees and beneﬁts

The basic annual salary was subject to an annual review which took into account the performance of the Group and the individual. Beneﬁts comprised the provision of private healthcare insurance.

Annual performance-related bonus

Demanding annual performance targets, which were consistent with both the short and long term objectives for the business, were set for executive directors which had to be achieved before the bonus was payable.

Executive share options schemes

Share options were granted to executive directors to encourage them to deliver sustained, long term growth. Except in exceptional circumstances, the value of options granted in any year did not exceed two and a half times basic salary.

Directors' detailed emoluments

The emoluments of the directors of the group were as follows:

	Salary	Period ended 31 December 2019 Total	Year ended 31 March 2019 Total
	£'000	£'000	£'000
S K Taylor	27	27	219
S Charles	3	3	25
J Treacy	15	15	25
	45	45	517

Interests in share options

In the previous reporting period the following directors held share options over the ordinary shares of the Company:

	Number of share options	Exercise price	Grant date
S K Taylor	770	252.00p	22 November 2012
	39,781	67.36p	17 December 2013
	98,417	37.50p	22 December 2014
	6,253	48.80p	14 December 2015
	80,000	16.25p	13 September 2016
	70,000	17.50p	28 September 2017

To assist with comparisons, all share options in the table above have been adjusted for the 1 for 10 consolidation carried out on 29 June 2018.

After an initial two year's qualification period 50% of the options were exercisable at any time up to the tenth anniversary of the date of grant. The remaining 50% of the options were exercisable between the third and tenth anniversaries of grant.

The mid-market price of the Company's shares at 31 December 2019 was £Nil as it was suspended from trading at that time (2019: 0.685p)

All the above share options lapsed in August 2019, six months after the sale of the business.

Corporate Governance

Statement of current Compliance with the QCA Corporate Governance Code

As Chairman of the current Board of Directors of Supply@ME Capital plc ("SYME", "We", or the "Company/Group" as the context requires), it is my responsibility to ensure that SYME has both sound corporate governance and an effective Board. My responsibilities include leading the Board effectively, overseeing the Company's corporate governance model, and ensuring that good information flows freely between Executives and Non-Executives in a timely manner.

SYME has decided to adopt the Quoted Companies Alliance Corporate Governance (QCA Code). This report follows the structure of these guidelines and explains how we have applied the guidance. We will provide annual updates on our compliance with the QCA Code. The Board considers that the Group complies with the QCA Code so far as it is practicable having regard to the size, nature and current stage of development of the Company, and will disclose any areas of non-compliance in the text below.

SYME understands that application of the QCA Code supports the Company's medium to long-term success whilst simultaneously managing risks and providing an underlying framework of commitment and transparent communications with stakeholders. We are committed to monitoring and promoting a socially responsible corporate culture, illustrated through internal policies and external stakeholder engagement.

As a Main Market company, standard segment, trading on the London Stock Exchange) This information needs to be reviewed annually and our website includes this information.

Dominic White

Non-Executive Chairman

Principle 1.

Establish a strategy and business model which promote long-term value for shareholders.

The Company plans to continue its growth both organically and potentially through acquisitions, expanding its range of services, as well as expanding into new vertical and geographic markets. The Company's strategy and business model, as well as the competitive landscape, are explained in detail in the LSE Standard List Admission Document dated 4 March 2020 and can be found on the Company's website.

Principle 2.

Seek to understand and meet shareholder needs and expectations.

Dominic White, (Non-Executive Chairman) and Alessandro Zamboni (Chief Executive Officer) are the key shareholder liaison contacts alongside the Company's Financial Advisers. In addition, Susanne Chishti is the Senior Independent Non-Executive Director, whom shareholders are encouraged to contact if there are any concerns about matters relating to related party transactions and wider corporate governance.

The Group seeks to maintain and enhance good relations with its shareholders. The Company's interim and annual reports will be supplemented by capital market presentations and through public announcements to the market on corporate, technological and financial progress.

The Board will actively engage with shareholders at least three times a year. Meetings will be held following results announcements and are either one-to-one or group meetings with institutional and high net worth investors. Another forum for meeting shareholders is the AGM, to which all shareholders will be invited to attend and spend time with management. In addition, the Company will seek to respond to shareholder queries sent to its designated shareholder email address: shareholders@supplymecapital.com .

The Company's financial and investor relations advisers help to provide the Board with investor feedback after investor presentations and meetings, as well as calls with shareholders following key items of news flow. Via communication with the Company's advisers, and investment analysts, together with Regulatory News Service announcements and the Company's Annual Report, the Board gauges investor sentiment, sets expectations and communicates the Company's intentions.

Where feedback is received directly from shareholders or shareholder advisory groups, for example relating to voting intentions on general meeting motions, this will be brought to the attention of and discussed by the Board and the key Company investor liaisons will discuss with investors their reasons for voting and if necessary work with these and other investors to determine an appropriate course of action for the benefit of all shareholders.

Principle 3.

Take into account wider stakeholder and social responsibilities and their implications for long-term success.

The Board considers the interests of shareholders and all relevant stakeholders in line with section 172 of the Companies Act 2006. Engaging with our stakeholders strengthens our relationships and helps us make better business decisions to deliver on our commitments. The Board is regularly updated on wider stakeholder engagement feedback to stay abreast of stakeholder insights into the issues that matter most to them and our business, and to enable the Board to understand and consider these issues in decision-making. Details of how we seek to understand and meet shareholder needs and expectations are set out at Principle 2, above.

For its wider group of stakeholders, the Company intends to engage with these via:

Face-to-face briefings for staff to update on the Company's progress and developments;

Email updates for staff regarding developments;

Releasing public updates via the RNS service;

Regular meetings with key customers and commercial partners.

Stakeholder feedback is passed to Senior Management via the relevant team member as appropriate.

Principle 4.

Embed effective risk management, considering both opportunities and threats, throughout the organisation.

The Board has established a risk management process for identifying, assessing and mitigating the principal risks and uncertainties facing the Group. The Company's risk register will be considered by the Board on a quarterly basis, with ad hoc reviews conducted as required. More detail about the identified principal risks and uncertainties can be found in the Admission Document on the Group's website. The Board is responsible for establishing and maintaining the Company's system of internal financial controls and the Audit Committee assists the Board in discharging its duties relating to internal financial controls. Internal financial control systems are designed to meet the particular needs of the Company and the risk to which it is exposed, and by its very nature can provide reasonable, but not absolute, assurance against material misstatement or loss.

Areas of focus for internal financial controls include strategic planning, approval of annual budgets, regular monitoring of performance against budget (including full investigation of significant variances), control of capital expenditure and ensuring proper accounting records are maintained. The Directors will continue to reassess internal financial controls as the Company expands further. It is the Board's policy to ensure that the management structure and the quality and integrity of the personnel are compatible with the requirements of the Group.

The Company's auditors will be encouraged to raise comments on internal control in their management letter following their audit, and the points raised and actions arising will be monitored through to completion by the Audit Committee.

Principle 5.

Maintaining the Board as a well-functioning, balanced team led by the Chair.

The Board consists of the Non-Executive Chairman, the Chief Executive and two additional Non-Executive Directors. The biographical details of the Board members can be found in the Admission Document and on the Company's Website.

The Board has determined that Enrico Camerinelli (Aged 57) and Susanne Chishti (Aged 48) are independent in character and judgment and satisfy the independence criteria under the QCA Code. Susanne Chishti has also been appointed as Senior Independent Non-Executive Director.

The Board is typically expected to meet monthly in order to, amongst other things, approve financial statements, dividends and significant changes in accounting practices and key commercial matters.

The Directors commit the requisite amount of time to their respective roles to ensure that they discharge their individual and collective responsibilities in an effective manner. The Company has effective procedures in place to monitor and deal with conflicts of interest.

The Board is supported by an Audit Committee, a Remuneration Committee and a Nomination Committee. Further details of which are set out on the Company's website.

Future annual reports will include details of the number of Board and Committee meetings taken place each year. Until the first Annual Report is released, this is an area where the Company will not be fully compliant with the QCA's principles.

Principle 6.

Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities.

The Board considers its overall size and current composition to be suitable and have an appropriate balance of sector, financial and public markets skills and experience as well as an appropriate balance of personal qualities and capabilities. The structure, size and composition of the Board based upon the skills, knowledge and experience required will be regularly reviewed to ensure the Board operates effectively.

In order to develop their skills and keep up to date with market developments and corporate governance matters, the Board will receive training as required. All directors are also able to take independent professional advice in the furtherance of their duties, if necessary, at the Company's expense.

Biographies for each of the directors, including details on their experience and skills, are set out on the Company's website.

Principle 7.

Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement.

The Board's effectiveness and the individual performance of Directors are considered regularly by the Board on an informal basis, via feedback to the Chairman. Directors are encouraged to provide feedback on all areas of the board efficacy, having due regard to the balance of skills, experience, independence and knowledge contributed by members of the Board, as well as the successful operation of the Board as a unit, its diversity and other factors relevant to its effectiveness. As the Board has just recently been established, there is presently no formal process for independent review of directors' performance.

Principle 8.

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

The Board believes that the promotion of a corporate culture based on sound ethical values and behaviours is essential to maximising shareholder value.

The executive team engenders open and positive interactions with a key focus on innovation, creative solutions and collective responsibility. These cultures are fostered throughout the business.

The Company's policies set out its zero-tolerance approach towards any form of modern slavery, discrimination or unethical behaviour relating to bribery, corruption or business conduct.

Principle 9.

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

Whilst the Board is collectively responsible for defining corporate governance arrangements, the Chairman is ultimately responsible for corporate governance. The governance structures within the Company have been assessed by the Board and are considered appropriate for the size, complexity and risk profile of the Company. This will be reviewed by the Board to ensure governance arrangements continue to be appropriate as the Company changes over time.

The Board is expected to typically meet bi-monthly to set the overall direction and strategy for the Group and to review operational and financial performance. The Board and its Committees will receive appropriate and timely information prior to each meeting: and a formal agenda will be produced for each meeting, and Board and committee papers are distributed several days before meetings take place. Any director may challenge Company proposals and decisions are taken democratically after discussion. Any director who feels that any concern remains unresolved after discussion may ask for that concern to be noted in the minutes of the meeting, which are then circulated to all directors. Any specific actions arising from such meetings are agreed by the Board or relevant Committee and then followed up by the Company's management. The Company Secretary is responsible for ensuring that Board procedures are followed and applicable rules and regulations are complied with.

There is a formal schedule of matters reserved for the decision of the Board that covers the key areas of the Company's affairs. The schedule includes:

Determining the Company's overall strategy and direction;

Establishing and maintaining controls, audit processes and risk management policies to ensure they counter identified risks and that the Company operates efficiently;

Ensuring effective corporate governance;

Approving budgets and reviewing performance relative to those budgets;

Approving financial statements;

Approving material agreements and non-recurring projects;

Approving senior and Board appointments.

Each member of the Board has clearly defined roles and responsibilities. The role of the Chairman is to lead the Board, with responsibility for overall corporate governance, and to ensure it is operating effectively in approving and monitoring the strategic direction of the Company. The role of the Chief Executive is to propose strategic direction to the Board and to execute the approved strategy by leading the executive team in managing the Company's business. The role of the Non-Executive Directors is to act as a sounding board for the Chairman and a source of reciprocal feedback for other members of the Board and shareholders, where required. The Board is supported by an Audit Committee and Remuneration Committee, further details of which are set out on the Company's website. At present, the Company does not produce formal Audit Committee or Remuneration Committee reports for the purposes of the annual report, given the size and scale of the Company's current operations. The Board however continually review this position and at such time as it is deemed appropriate to do so, will include formal Audit and Remuneration Committee reports in the Company's annual report.

Principle 10.

Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.

The Company is committed to open communications with all its shareholders. Communication will be primarily through the Company's website, the annual report and accounts, Regulatory announcements, the AGM and one-to-one meetings with large existing or potential new shareholders. All shareholders will receive a copy of the annual report and an interim report at the half year is available on the Company's website.

Future Annual Reports will include Audit and Remuneration Committee reports. Until the Company's first Annual Report is released, this is an area where the company is not fully compliant with the QCA's principles of corporate governance.

The Group sold all of its business and business assets in February 2019, and from that date until the year-end the Group was a cash shell seeking new investments opportunities.

Prior to the sale of its business, the system of internal control was structured around an assessment and prioritisation of the various risks to the business. The control environment was designed to address particularly those risks that the board considered to be material to the business, in safeguarding the assets against unauthorised use or disposition and maintaining accurate records which produced up to date and reliable information for management of the business and reporting.

The board reviewed the effectiveness of the system of internal control for the accounting period and the period to the date of approval of the ﬁnancial statements.

Prior to the sale of its business, the key features of the Group's systems of internal control were as follows:

	an ongoing process of risk assessment to identify, evaluate and manage business risks;
	management structure with clearly defined responsibilities and authority limits;
	a comprehensive system of reporting financial results to the board; and
	appraisal and authorisation of capital expenditure.

The Group did not operate an internal audit function. At the audit committee meetings, the Chief Financial Officer reported on internal controls and a programme of work to ensure systems and processes were continuously improved.

Remuneration report Responsibilities

Prior to the sale of its business, the remuneration committee was responsible for the determination of the remuneration policy of the group's executive directors and senior executives.

Directors' service contracts

Prior to the sale of its business, the service contracts entered into by the Chief Financial Officer required six months' notice of termination on either side and the service contract of the Chief Executive Officer required six months' notice of termination on either side.

Remuneration of non-executive directors

Non-executive directors did not participate in decisions about their own remuneration.

Executive remuneration policy

Prior to the sale of the business, the following policies for executive remuneration were in operation, but ceased to be relevant when the Group became a cash shell:

Consistent with this policy, beneﬁts packages were awarded to executives that were intended to be competitive and comprised a mix of non-performance-related and performance-related remuneration designed to provide appropriate incentives to them, but not to detract from the goals of corporate governance.

Remuneration components for executive directors:

Remuneration packages were reviewed each year to ensure that they were in line with the Group's business objectives. No director participated in decisions about their own remuneration package.

The main components in determining pay were as follows: Basic salary/fees and beneﬁts.

The basic annual salary was subject to an annual review which took into account the performance of the Group and the individual. Beneﬁts comprised the provision of private healthcare insurance.

Annual performance-related bonus:

Executive share options schemes:

Matters reserved for the board

The board had a formal written schedule of matters reserved for its review and approval; this schedule included those matters described in The role of the board and its committees section as well as those in the following table.

Category	Examples
Strategy and management	Extension of the Group's activities into new business or geographic areas; cessation of the operation of all or any material part of the Group's business.
Structure and capital	Changes relating to the Group's capital structure; major changes to the Group's corporate or management and control structure; changes to the Company's listing or its status as a plc.
Financial reporting and controls	Approval of the following: annual report and accounts, preliminary announcements of results, significant changes in accounting policies or practices, treasury policies, certain unbudgeted capital or operating expenditure; declaration or recommendation of dividends; review and approval of expenditure authorisation limits.
Contracts	Contracts in the ordinary course of business material strategically or by reason of size; contracts not in the ordinary course of business; major investments.
Communication	Approval of resolutions, circulars, prospectuses and press releases concerning matters decided by the board.
Board membership and other appointments	Changes to the structure, size and composition of the board; ensuring adequate succession planning for the board and senior management; board appointments; selection of the chair and the chief executive; appointment of the senior independent director; membership and chairs of board committees; continuation in office of directors; appointment or removal of the company secretary; appointment, reappointment or removal of the external auditor to be put to shareholders for approval.
Remuneration	Approving the remuneration policy for the directors; determining the initial remuneration of the non-executive directors; introduction of new share incentive plans or major changes to existing plans.
Delegation of authority	Division of responsibilities between the chair and the chief executive; establishing board committees and approving their terms of reference.
Corporate governance	Undertaking any formal and rigorous review of the board's own performance, that of its committees and individual directors, and the division of responsibilities; determining the independence of non-executive directors; review of the Group's overall corporate governance arrangements; authorising conflicts of interest where permitted by the Company's articles of association.
Policies and procedures	Approval of the following: compliance with the AIM Rules and aspects of the Market Abuse Regulation, company's insider list manual, dealing code, anti-bribery policy, whistleblowing policy and health and safety policy.

Roles and responsibilities

The former Chair was responsible for leading the board and regularly liaising with the Chief Executive

Prior to the sale of the business, the Chief Executive Ofﬁcer was responsible for proposing objectives and strategy to the board, implementing strategy and policy approved by the board and leading and managing the management team.

Executive directors had particular roles and responsibilities in relation to the day to day running of the business.

Non-executive directors had the role of scrutinising the performance of management in attaining goals, participating in Board discussion on setting strategies and objectives. Also, bringing their knowledge, expertise and contacts to help with development of the Company's business.

Following the sale of the business in February 2019, the board's main focus was identifying suitable investment opportunities.

Attendance at board and committee meetings in the period

As the Company was not trading during the period there were no audit committee or remuneration committees in place.

The Non-executive directors met on an ad hoc basis during the period to further the interests of the Company by seeking an appropriate investment opportunity and to ensure there were sufficient funds for the Company to continue until such an investment was found.

Attendance at Board and committee meetings in the year to 31 March 2019

	Board	Audit	Remuneration
Number of meetings	28	1	1
Meetings Attended:
Simon Charles	27/28	1	1
Shawn Taylor	26/28	1	1
John Treacy	7/7	-	-

Independence

Simon Charles was identiﬁed as the group's Independent Director. He was available to shareholders who wished to raise any concerns that they have been unable to resolve through other channels and to attend meetings between management and major investors. The Board had concluded that Simon Charles was independent throughout the year. Simon Charles is a partner in Marriot Harrison, the former legal advisors to the Company and also held a small number of shares. However transactions with Marriot Harrison and his interests in shares were considered to be too small to affect his independence and legal services had been tendered and decided on by the other directors.

Balance and size

Following the sale of the business and business assets in February 2019, the Company went through a period of transition. It was anticipated that there would be further appointments as part of any signiﬁcant transaction to provide the right balance of numbers, independence and breadth of expertise.

Nominations and appointments

There was no nominations committee, the process of nominating and appointing new directors was undertaken by the whole Board led by the Chair. Senior executive appointments were made by the chief executive after consulting the chair.

The AIM Rules required new directors to undergo a vetting process carried out by the Company's NOMAD which also covered awareness of the AIM Rules, MAR, Companies Acts and other laws and regulations.

An executive director was provided within an initial education about the Company, its processes and procedures.

The Articles of Association require each director appointed during the year to seek re-appointment at a General Meeting thereafter re-election after no more than three years. Therefore, the Board considered it inappropriate that non-executive directors were appointed for a ﬁxed term as recommended by the Code.

Time commitment

The executive directors were expected to devote substantially all of their time and ability to their duties. The non- executive directors were expected to devote about 12 days each year to the Company's business.

Service contracts and letters of Appointment

Copies of all contracts of employment and letters of appointment were available for inspection at the Company's registered office.

Performance evaluation

Prior to the sale of its business, the Chief Executive Ofﬁcer conducted an annual appraisal of the executive director(s) and senior managers.

Insurance cover for directors and officers

The Company maintained, at its own expense, insurance cover in respect of legal action against its directors and officers.

Risk

The board oversaw risk.

Until the sale of the business in February 2019, the chief executive had overall responsibility for implementing strategy and leading the business. In advance of each board meeting the executive produced and circulated Key Performance Indicators and other information to enable critical business components to be monitored.

The key risks were shown within the Strategic Report.

Shareholder Relations

The Company maintained a website www.abalplc.com which contained a section for investors including all announcements made on the Stock Exchange RNS system, financial results, information about shares, directors and the Company's constitution. The annual Report and Account was sent to all shareholders.

The notice of the AGM was sent to shareholders at least 21 clear days before the Meeting.

Independent Auditor's Report to the Members of Supply@ME Capital plc (formerly known as Abal Group plc)

Opinion

We have audited the financial statements of Supply@ME Capital plc (the "Company") for the period ended 31 December 2019 which comprise the Consolidated Statement of Comprehensive Income, Consolidated and Parent Statement of Financial Position, Consolidated and Parent Statement of Changes in Equity and Consolidate and Parent Statement of Cash Flows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

In our opinion, the financial statements:

· give a true and fair view of the state of the company's affairs as at 31 December 2019 and of its loss for the period then ended;

· have been properly prepared in accordance with International Financial Reporting Standards as adopted by the European Union;

· have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty relating to going concern

We draw your attention to Note 2 which indicates the existence of uncertainties in relation to assumptions about future trading that support the going concern basis of preparation. As stated in Note 2, these events or conditions, along with other matters as set forth in Note 2 indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter

Overview of our audit approach

Materiality

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

Based on our professional judgement, we determined overall materiality for the financial statements as a whole to be £36,000, based on approximately 5% of the net loss before tax for the period.

We use a different level of materiality ('performance materiality') to determine the extent of our testing for the audit of the financial statements. Performance materiality is set based on the audit materiality as adjusted for the judgements made as to the entity risk and our evaluation of the specific risk of each audit area having regard to the internal control environment.

Where considered appropriate performance materiality may be reduced to a lower level, such as, for related party transactions and directors' remuneration.

We agreed to report to it all identified errors in excess of £1,800. Errors below that threshold would also be reported to it if, in our opinion as auditor, disclosure was required on qualitative grounds.

Overview of the scope of our audit

At the period end Supply@ME Capital plc is the only component included in the scope of the audit. Its location is London, United Kingdom.

Extent to which the audit is capable of detecting irregularities, including fraud

We design our procedures so as to obtain sufficient appropriate audit evidence that the financial statements are not materially misstated due to non-compliance with laws and regulations or due to fraud or error.

We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations - this responsibility lies with management.

Based on our understanding of the Company and industry, discussions with management and the Audit Committee we identified financial reporting standards, and Companies Act 2006 as having a direct effect on the amounts and disclosures in the financial statements.

Our audit procedures included:

· enquiry of management about the Company's policies, procedures and related controls regarding compliance with laws and regulations and if there are any known instances of non-compliance;

· examining supporting documents for all material balances, transactions and disclosures;

· review of the Board of directors and the Audit Committee minutes;

· enquiry of management about litigations and claims and inspection of relevant correspondence

· evaluation of the selection and application of accounting policies related to subjective measurements and complex transactions;

· analytical procedures to identify any unusual or unexpected relationships;

· testing the appropriateness of journal entries recorded in the general ledger and other adjustments made in the preparation of the financial statements;

· review of accounting estimates for biases.

Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements of the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).

The potential effects of inherent limitations are particularly significant in the case of misstatement resulting from fraud because fraud may involve sophisticated and carefully organized schemes designed to conceal it, including deliberate failure to record transactions, collusion or intentional misrepresentations being made to us.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

During the period the business was a shell company which only incurred administrative expenditure, therefore we do not consider there to be any Key audit matters identified other than the material uncertainty relating to going concern.

Our audit procedures in relation to these matters were designed in the context of our audit opinion as a whole. They were not designed to enable us to express an opinion on these matters individually and we express no such opinion.

Other information

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

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion the part of the directors' remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006.

In our opinion based on the work undertaken in the course of our audit

· the information given in the strategic report and the directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

· the directors' report and strategic report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

· adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches not visited by us; or

· the financial statements and the part of the directors' remuneration report to be audited are not in agreement with the accounting records and returns; or

· certain disclosures of directors' remuneration specified by law are not made; or

· we have not received all the information and explanations we require for our audit

Responsibilities of the directors for the financial statements

As explained more fully in the directors' responsibilities statement set out on page14 the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Other matters which we are required to address

We were appointed by management to audit the financial statements for the period ending 31 December 2019. Our total uninterrupted period of engagement is 1 period, covering the period ending 31 December 2019.

The non-audit services prohibited by the FRC's Ethical Standard were not provided to the Company and we remain independent of the Company in conducting our audit.

Our audit opinion is consistent with the additional report to the board.

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Leo Malkin

Senior Statutory Auditor

For and on behalf of

Crowe U.K. LLP

Statutory Auditor

London

27 January 2021

Consolidated Income Statement for the Period Ended 31 December 2019

Continuing operations	Note	Period ended 31 December 2019 £ 000	Year ended 31 March 2019 £ 000
Revenue		-	-
Cost of sales		-	-
Gross profit		-	-
Administrative expenses		(725)	(726)
Other operating income	7	40	69
Operating loss	8	(685)	(657)
Finance costs	10	-	(42)
Loss before tax		(685)	(699)
Income tax receipt	11	-	-
Loss for the period/year from continuing operations		(685)	(699)
Discontinued operations
Loss for the period/year from discontinued operations	4	-	325
Total comprehensive loss for the period/year		(685)	(374)

Profit/(loss) attributable to:
Owners of the company		(685)	(374)

Earnings pershare-Basicanddiluted - Profit/(Loss)		Pence	Pence
From continuing operations	12	(0.68)	(1.32)
Total	12	(0.68)	(0.71)

The notes on pages 37 to 59 form an integral part of these financial statements.

(Registration number: 03936915) Consolidated Statement of Financial Position as at 31 December 2019	Note	As at 31 December 2019 £ 000	As at 31 March 2019 £ 000
Assets
Current assets
Trade and other receivables	16	67	121
Cash and cash equivalents		81	771
		148	892

Total assets		148	892

Equity and liabilities
Equity
Share capital	17	4,767	4,767
Share premium		9,599	9,599
Other reserves		-	1,217
Retained losses		(14,675)	(15,207)
Equity attributable to owners of the Company		(309)	376
Current liabilities
Trade and other payables	19	409	463
Derivative financial instruments	18	48	53
Total liabilities		457	516

Total equity and liabilities		148	892

Approved by the Board on 27 January 2021 and signed on its behalf by:

.........................................

Mr Alessandro Zamboni

Director

The notes on pages 37 to 59 form an integral part of these financial statements.

(Registration number: 03936915) Company Statement of Financial Position as at 31 December 2019	Note	As at 31 December 2019 £ 000	As at 31 March 2019 £ 000
Assets
Current assets
Trade and other receivables	16	67	121
Cash and cash equivalents		81	771
		148	892

Total assets		148	892

Equity and liabilities
Equity
Share capital	17	4,767	4,767
Share premium		9,599	9,599
Other reserves		-	1,217
Retained earnings		(14,675)	(15,207)
Total equity		(309)	376

Current liabilities
Trade and other payables	19	409	463
Derivative financial instruments	18	48	53
Total liabilities		457	516

Total equity and liabilities		148	892

The Company has taken advantage of the exemption under S408 of the Companies Act 2006 and has not presented its own statement of comprehensive income. Of the consolidated result for the period ended 31 December 2019 a loss of £685,000 (2019 - loss of £493,000) is attributable to the Company.

Approved by the Board on 27 January 2021 and signed on its behalf by:

.........................................

Mr Alessandro Zamboni

Director

The notes on pages 37 to 59 form an integral part of these financial statements.

Consolidated Statement of Cash Flows for the Period Ended 31 December 2019	Note	Period ended 31 December 2019 £ 000	Year ended 31 March 2019 £ 000
Cash flows from operating activities
Loss for the year		(685)	(374)
Adjustments to cash flows from non-cash items
Depreciation, amortisation and impairments	8,9	-	203
Profit on sale of business	4	-	(935)
Share based payment transactions		-	(35)
Derivative financial instrument	18	-	34
Income tax credit	11	-	(141)
Interest	10	-	8
		(685)	(1,240)
Working capital adjustments
Decrease in trade and other receivables	16	54	156
Decrease in trade and other payables	19	(59)	(512)
Cash absorbed by operations		(690)	(1,596)
Finance costs	10	-	(8)
Income taxes received	11	-	141
Net cash flow from operating activities		(690)	(1,463)
Cash flows from investing activities
Proceeds from sale of business	4	-	1,207
Acquisition of intangible assets	15	-	(205)
Net cash flows from investing activities		-	1,002
Cash flows from financing activities
Proceeds from issue of ordinary shares, net of issue costs		-	1,171

Net (decrease)/increase in cash and cash equivalents		(690)	710
Cash and cash equivalents at 1 April 2019 / 1 April 2018		771	61
Cash and cash equivalents at 31 December 2019 / 31 March 2019		81	771

The notes on pages 37 to 59 form an integral part of these financial statements.

Company Statement of Cash Flows for the Period Ended 31 December 2019	Note	Period ended 31 December 2019 £ 000	Year ended 31 March 2019 £ 000
Cash flows from operating activities
Loss for the year		(685)	(493)
Adjustments to cash flows from non-cash items
Depreciation, amortisation and impairments	8,9	-	203
Profit on sale of business	4	-	(935)
Share based payment transactions		-	(35)
Derivative financial instrument	18	-	34
Income tax credit	11	-	(141)
Interest	10	-	8
		(685)	(1,359)
Working capital adjustments
Change in intercompany balance		-	119
Decrease in trade and other receivables	16	54	156
Decrease in trade and other payables	20	(59)	(512)
Cash absorbed by operations		(690)	(1,596)
Finance costs		-	(8)
Income taxes received	11	-	141
Net cash flow from operating activities		(690)	(1,463)
Cash flows from investing activities
Proceeds from sale of business	4	-	1,207
Acquisition of intangible assets	15	-	(205)
Net cash flows from investing activities		-	1,002
Cash flows from financing activities
Proceeds from issue of ordinary shares, net of issue costs		-	1,171

Net (decrease)/increase in cash and cash equivalents		(690)	710
Cash and cash equivalents at 1 April 2019 / 1 April 2018		771	61
Cash and cash equivalents at 31 December 2019 / 31 March 2019		81	771

The notes on pages 37 to 59 form an integral part of these financial statements.

Consolidated Statement of Changes in Equity for the Period Ended 31 December 2019	Share capital £ 000	Share premium £ 000	Other reserves £ 000	Retained earnings £ 000	Total £ 000
At 1 April 2018	4,765	8,350	1,252	(14,814)	(447)
Conversion of debt to equity	-	-	-	(19)	(19)
Employee share-based payment options	-	-	(35)	-	(35)
Issue of share capital	2	1,249	-	-	1,251
Transactions with owners	2	1,249	(35)	(19)	1,197
Loss for the year and total comprehensive income	-	-	-	(374)	(374)
At 31 March 2019	4,767	9,599	1,217	(15,207)	376

	Share capital £ 000	Share premium £ 000	Other reserves £ 000	Retained earnings £ 000	Total £ 000
At 1 April 2019	4,767	9,599	1,217	(15,207)	376
Other comprehensive income	-	-	-	-	-
Employee share-based payment options	-	-	(1,217)	1,217	-
Transactions with owners	-	-	(1,217)	1,217	-
Loss for the period and total comprehensive income	-	-	-	(685)	(685)
At 31 December 2019	4,767	9,599	-	(14,675)	(309)

The notes on pages 37 to 59 form an integral part of these financial statements.

Company Statement of Changes in Equity for the Period Ended 31 December 2019	Share capital £ 000	Share premium £ 000	Other reserves £ 000	Retained earnings £ 000	Total £ 000
At 1 April 2018	4,765	8,350	1,252	(14,695)	(328)
Conversion of debt to equity	-	-	-	(19)	(19)
Employee share-based payment options	-	-	(35)	-	(35)
Issue of share capital	2	1,249	-	-	1,251
Transactions with owners	2	1,249	(35)	(19)	1,197
Loss for the year and total comprehensive income	-	-	-	(493)	(493)
At 31 March 2019	4,767	9,599	1,217	(15,207)	376

	Share capital £ 000	Share premium £ 000	Other reserves £ 000	Retained earnings £ 000	Total £ 000
At 1 April 2019	4,767	9,599	1,217	(15,207)	376
Other comprehensive income	-	-	-	-	-
Employee share-based payment options	-	-	(1,217)	1,217	-
Transactions with owners	-	-	(1,217)	1,217	-
Loss for the period and total comprehensive income	-	-	-	(685)	(685)
At 31 December 2019	4,767	9,599	-	(14,675)	(309)

The notes on pages 37 to 59 form an integral part of these financial statements.

Notes to the Financial Statements for the Period Ended 31 December 2019

1 General information

The Company is a public company limited by share capital incorporated and domiciled in England. The address of its registered ofﬁce is 27/28 Eastcastle Street, London WlW 8DH. The Company's ordinary shares are traded on the Main Market of the London Stock Exchange.

The Company has adopted the requirements of International Financial Reporting Standards (IFRS) and IFRIC interpretations endorsed by the European Union (EU) and those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The ﬁnancial statements have been prepared under the historical cost convention, except for the treatment of share options, and are in accordance with applicable accounting standards.

These ﬁnancial statements have been prepared in accordance with the accounting policies set out below, which have been consistently applied to all the years presented. These accounting policies comply with applicable IFRS and IFRIC interpretations issued and effective at the time of preparing these statements.

2	Accounting policies

Going concern

For the reasons set out below, the Directors consider that it is appropriate to adopt the going concern basis in preparing these ﬁnancial statements.

The Group has historically met its ﬁnancing requirements through the regular placing of new shares, raising in the year a net cash amount of £Nil (2019: £1,217,000).

At the year end the Group was a cash shell listed on AIM that was seeking new investment opportunities.

The Group is now fully trading and not reliant upon share issues to continue in business.

The Directors have reviewed the forecast cashflows for the next 12 months and consider the Group to be a going concern.

Impact of the global pandemic

As noted on 1 July 2020 in the Interim Statement to 31 March 2020 and mentioned in numerous announcements since, the Board has monitored closely the impact of COVID-19 on business operations.

Impact on Client companies

SYME's Client company customer base remains strong and the demand for inventory monetisation continues to grow. The number of Client companies being originated by SYME has grown each quarter since the Reverse Take Over in March 2020. Increasingly, following COVID-19, many businesses are consciously choosing to build inventory to avoid supply chain shortages and subsequent loss of trade, rather than keep stock levels low. This is a positive development for SYME's business model as it expects that Client companies internationally will look to monetise these higher volumes of stock held.

Impact on Inventory funders

The impact of COVID-19 on Inventory funders, that is the investors through the Platform into the inventory portfolios, has been more difficult to interpret.

The three to four month delay that SYME announced in July 2020 to its initial end September 2020 forecast to complete the first Inventory Monetisation has been the result.

Basis of consolidation

The Group ﬁnancial statements consolidate those of the Company and all its subsidiary undertakings drawn up to 31 December 2019. Subsidiaries are entities over which the Group has control. Control comprises an investor having power over the investee and is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power.

The Company has taken advantage of the exemption under S408 of the Companies Act 2006 and has not presented its own statement of comprehensive income.

New and revised accounting standards and interpretations

A number of relevant new standards are effective for annual periods beginning as noted below, for which earlier application is permitted. However, the Group has not adopted the new or amended standards in preparing these ﬁnancial statements. The following amended standards and interpretations are not expected to have a signiﬁcant impact on the Group's ﬁnancial statements:

Standard and interpretations	Effective for annual periods beginning on or after
Conceptual Framework in IFRS Standards	1 January 2020
IAS 1 Presentation of Financial Statements	1 January 2020
IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors	1 January 2020
IFRS 3 Business combinations	1 January 2020
IFRS 9 Financial Instruments	1 January 2020
IAS 39 Financial Instruments: Recognition and Measurement	1 January 2020
IFRS 7 Financial Instruments: Disclosure	1 January 2020
IAS 1 Presentation of Financial Statements	1 January 2022

Proﬁt and loss on discontinued operations

A discontinued operation is a component of the Group that has been disposed of. Proﬁt and loss from discontinued operations comprises the post-tax proﬁt or loss of the discontinued operation and the post-tax gain or loss recognised on disposal of that component.

Revenue recognition

Prior to the sale of the business in February 2019, revenue was measured at the fair value of the consideration received or receivable net of sales related taxes. Income for the group was derived from two sources:

Technology and Consultancy.

These sources are service based rather than through the sale of goods. IFRS 15 has been applied fully retrospectively without the need to adjust prior period amounts. The policies for income recognition in respect of each of the different sources of income were such that income was recognised by reference to the stage of completion of the transaction at the end of the reporting period. In applying the income recognition policies below where there was a requirement for a contract to be signed, income was recognised in accordance with the policy when the contract had been signed or persuasive evidence that an arrangement existed.

a) Consulting:

Performance obligations are the delivery of solutions as deﬁned in the project contract. Delivery of these performance obligations are measured by the consultants' time spent to date on the project as a percentage of the total consultant's time planned for the completion of the project. On this basis, the income and labour expense relating to a consulting contract are recognised in the month in which the consulting takes place, and usually are recognised evenly over the term of the contract. Two key judgements are the planned time at the outset for the completion of each project, and the early recognition of any project that is likely to over-run and so may require a contract loss reserve.

b) Technology:

The performance obligations are the provision of the customer's selection of integrated services from our suite of technology-based services over an agreed contract term. The contract term is typically one year but may be longer or shorter than this period. Each customer's service plan for the contract period integrates access to the relevant parts of the group's suite of proprietary software together with hosting services provided by the group and customer maintenance support. At the end of the contract period, the customer no longer has access to the software and other services. Income arising from the provision of these integrated services are recognised evenly over the period of the contract once an agreement has been signed or persuasive evidence of an arrangement exists. Third party costs in respect of the suite of technology products are spread over the period covered by the suppliers' invoices for their services. Internal labour costs are expensed as incurred for the development of the technology products, for all pre-contract time commitments, and for the maintenance support during the contract period.

Leases

IFRS 16 Leases became effective for annual periods beginning on or after 1 January 2019 and the company elected to adopt it on a prospective basis. The directors have considered the impact of this new standard in the preparation of these financial statements. At this time, the Group does not have any material lease arrangements and therefore no adjustments are considered necessary as a result of this new standard.

Defined contribution pension obligation

Contributions to the group's deﬁned contributions pension scheme are charged to proﬁt or loss in the period in which they become payable.

Property, plant and equipment

Prior to the sale of all the business and business assets in February 2019, all property, plant and equipment were stated at cost less subsequent depreciation and impairment. The costs of the property, plant and equipment was their purchase price plus any incidental costs of acquisition. Depreciation commences at the point the asset is brought into use.

If there is any indication that an asset's value is less than it's carrying amount an impairment review is carried out. Where impairment is identiﬁed an asset's value is reduced to reﬂect this.

The residual values and useful economic lives of ﬁxed assets are reviewed by management on an annual basis and revised to the extent required.

Depreciation

Depreciation is provided to write off the cost, less estimated residual values, of all property, plant and equipment equally over their expected useful lives. It is calculated at the following rates: Leasehold improvements - over the life of the lease, and Fixtures, ﬁttings and equipment at 33% per annum.

Intangible assets

The following was applicable prior to the sale of the business and all business assets in February 2019:

Software licences

The costs of signiﬁcant groups of software licences are capitalised and then amortised over the useful economic lives of the software concerned. Amortisation is charged to administrative expenses.

The cost of intangible assets is their purchase price plus any incidental costs of acquisition. Amortisation begins from the time the asset is brought into use.

Research and development

The cost of research is charged to the statement of comprehensive income in the period in which it is incurred. Development expenditure is capitalised only if the Company can demonstrate the following conditions:

- The technical feasibility of completing the intangible asset so that it will be available for use or sale.

- Its intention to complete the intangible asset and use or sell it.

- Its ability to use or sell the intangible asset.

- How the intangible asset will generate probable future economic beneﬁts.

- The availability of adequate technical, ﬁnancial and other resources to complete the development and to use or

sell the intangible asset

- Its ability to measure reliably the expenditure attributable to the intangible asset during its development.

Development costs not meeting the criteria for capitalisation are expensed in the period in which they are incurred. The cost of an internally generated intangible asset comprises all directly attributable costs, including labour costs, necessary to create, produce, and prepare the asset to be capable of operating in the manner intended by management. Until completion of the development project, the assets are subject to impairment testing only. Amortisation commences when the asset is brought into use and is shown within 'Administrative Expenses' on the consolidated statement of comprehensive income.

Amortisation

Amortisation is provided on intangible assets to write off the cost, less any estimated residual value, over their expected useful economic life as follows:

Asset class	Amortisation method and rate
Software	20% to 33% per annum
Development costs	20% per annum

Impairment

At the end of each accounting period the Group assess the recoverable amounts of intangible assets. Where there is an indication of impairment an impairment loss is recognised for the amount by which the assets carrying value exceed its recoverable amount. Impairment losses are recognised in the profit and loss.

Tax

The tax expense for the period comprises current tax. Tax is recognised in proﬁt or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

Deferred tax is recognised 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 statement of ﬁnancial position 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 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 from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable proﬁt nor the accounting proﬁt.

The carrying amount of deferred tax assets is reviewed at each statement of ﬁnancial position date and reduced to the extent that it is no longer probable that sufﬁcient taxable proﬁts will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised based on tax rates that have been enacted or substantively enacted at the statement of ﬁnancial position date. Deferred tax and current tax are charged or credited to proﬁt or loss, except when it relates to items charged or credited in other comprehensive income or directly to equity, in which case the deferred tax is also recognised in other comprehensive income or equity respectively.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Share options

Where equity-settled share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each statement of financial position date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether the market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

Where the terms of an equity-settled award are modified or a new award is designated as replacing a cancelled or settled award, the cost based on the original award terms continues to be recognised over the original vesting period. In addition, an expense is recognised over the remainder of the new vesting period for the incremental fair value of any modification, based on the difference between the fair value of the original award and the fair value of the modified award, both as measured on the date of the modification. No reduction is recognised if this difference is negative. Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any cost not yet recognised in the income statement for the award is expensed immediately. Any compensation paid up to the fair value of the award at the cancellation or settlement date is deducted from equity, with any excess over fair value being treated as an expense in the income statement. The Group has no cash settled share-based payments.

Where share warrants are issued, the fair values of the options are accounted for through Other Reserves until exercised or lapsed.

Foreign currency transactions and balances

The presentational currency of the group and functional currency of the trading entities is Sterling. Transactions entered into by group entities in a currency other than the currency of the primary economic environment in which they operate (their "functional currency") are recorded at the rates ruling when the transactions occur. Foreign currency monetary assets and liabilities are translated at the rates ruling at the statement of financial position date. Exchange differences arising on the retranslation of unsettled monetary assets and liabilities are recognised immediately in profit or loss.

Employee benefits

The Company accounts for employee benefits in accordance with IAS 19. Under IAS 19 there is a requirement to recognise the monetary value of employee benefits accruing but not yet settled, typically holiday pay. There is a requirement to account for the value of the liability for employee benefits to be paid in the future for services provided up to the reporting date.

Financial assets

Classification

Financial assets currently comprise trade and other receivables, cash and cash equivalents.

Recognition and measurement

Loans and receivables

Loans and receivables are mainly contractual trade receivables and are non-derivative ﬁnancial assets with ﬁxed or determinable payments that do not have a signiﬁcant ﬁnancial component and are not quoted in an active market. Accordingly, trade and other receivables are recognised at undiscounted invoice price. A reserve for credit risk is made at the beginning of each transaction and adjusted subsequently through proﬁt and loss.

Cash and cash equivalents

Cash and other short-term deposits in the Statement of Financial Position comprise cash at banks and in hand and short-term deposits with an original maturity of three months or less and where there is an insignificant risk of changes in value. In the consolidated cash flow statement, cash and cash equivalents consist of cash and cash equivalents as defined above.

Financial liabilities

Classification

Financial liabilities comprise trade and other payables, convertible loan notes and derivative financial instruments.

Recognition and measurement

Trade and other payables

Trade and other payables are initially recognised at fair value less transaction costs and thereafter carried at amortised cost.

The Group's derivative ﬁnancial instruments are a convertible loan note that was both issued and then cleared in the year by a debt for equity swap, and warrants were issued with options to acquire shares that are accounted for at fair value, with changes in value taken through proﬁt and loss. The release of the fair value discount on the debt for equity swap has been taken direct to retained earnings.

Equity

Equity comprises the following:

"Issued capital" represents the nominal value of equity shares.

"Share premium" represents the excess over nominal value of the fair value of consideration received for equity shares net of expenses of the share issue.

"Other reserves" represents equity-settled share-based employee remuneration until such share options are exercised.

"Retained losses" represents retained losses.

Critical judgements and significant accounting estimates

Prior to the sale of the business and business assets in February 2019, all of the following statements are applicable. After that date, the Group is a cash shell that is operating as a listed holding company seeking new investment opportunities, and the following statements have only limited applicability. In determining and applying accounting policies, judgement is often required in respect of items where the choice of speciﬁc policy, accounting estimate or assumption to be followed could materially affect the reported results or net asset position of the Group should it later be determined that a different choice would be more appropriate. The most signiﬁcant areas where judgement and estimates have been applied are as follows:

Judgements

The value of the awards under the modiﬁed and new employee share option scheme and warrants for share options were measured, in accordance with IFRS 2, by reference to their fair value at the date on which they were granted or issued. Judgement was required in determining the most appropriate valuation model (see Note 18).

At the end of each accounting period the Group assesses the recoverable amounts of intangible assets. Where there is an indication of impairment an impairment loss is recognised for the amount by which the assets carrying value exceed its recoverable amount. Impairment losses are recognised in the proﬁt and loss.

The cost of an internally generated intangible asset comprises all directly attributable costs necessary to create, produce, and prepare the asset to be capable of operating in the manner intended by management. Until completion of the development project, the assets are subject to impairment testing only. Amortisation commences upon completion of the asset and is shown within 'Administrative Expenses' on the consolidated statement of comprehensive income.

At the end of each period all contracts with customers are reviewed for contracts loss reserves.

At the end of each accounting period, the Group assess its ability to continue for a period of at least 12 months from the date the ﬁnancial statements are approve, by reviewing budgets and forecasts for future trading years (as noted above in Note 2).

An assessment is made whether derivative ﬁnancial instruments on issue are debt or equity (see Note 18).

Estimates

Signiﬁcant assumptions were necessary in arriving at the inputs into the valuation model for modiﬁed and new share option arrangements (see Note 18).

3	Segmental reporting - continuing and discontinued operations

In February 2019 the Group sold all of its business and assets. Consequently, disclosure of segmental information is no longer appropriate, and instead the Group's results are reported separately under headings for the Group's continuing operations as a holding company and for the discontinued operations.

4	Discontinued operations

In February 2019, the Group disposed of the technology and consultancy operating segments, which formed the Group's trading activity operations. The results of the discontinued operations, which have been included in the consolidated income statement, were as follows:

	Period ended 31 December 2019 £ 000	Year ended 31 March 2019 £ 000
Revenue	-	2,297
Expenses	-	(3,048)
Loss before tax	-	(751)
Tax expense relating to profit before tax of discontinued operations	-	141
Loss after tax	-	(610)

Profit on sale of business and assets	-	935
Tax on profit on sale of business and assets	-	-
Net gain attributable to discontinued operations	-	325

The carrying amount of assets and liabilities sold and profit on disposal may be summarized:

	Period ended 31 December 2019 £ 000	Year ended 31 March 2019 £ 000
Property, plant and equipment	-	13
Intangible assets	-	1,059
Other net liabilities	-	(721)
Net assets/(liabilities) sold	-	351
Disposal proceeds (Cash £1,240,000 Deferred consideration £46,000 - no fair value adjustment required for contingent consideration)	-	1,286
Profit on disposal	-	935

Contracts with customers:

The Group presents the following disclosures in accordance with IFRS 15 for all the contracts with customers that were sold in February 2019:

The cash (consumed) by the discontinued operations prior to disposal may be summarised:

	Period ended 31 December 2019	Year ended 31 March 2019
	£ 000	£ 000
Operating activities	-	(303)
Investing activities	-	(192)
Cash consumed	-	(495)

Analysis of revenue from customers - 2019: 9 months (2019: 10 months):

	Period ended 31 December 2019	Year ended 31 March 2019
	£ 000	£ 000
Technology contracts - over time basis	-	1,962
Consultancy contracts - point in time basis	-	335
Total revenue	-	2,297

Impairment losses for contract related assets - 2019: 9 months (2019: 10 months):

	Period ended 31 December 2019	Year ended 31 March 2019
	£ 000	£ 000
Reserve for impairment losses	-	-

Contract balances

	Opening Balances £ 000	Closing Balances £ 000
Period ended 31 December 2019:
Receivables:
Non-current	-	-
Current	-	-
Contract assets	-	-
Contract liabilities - deferred income	-	-
Contract loss reserve	-	-
Year ended 31 March 2019:
Receivables:
Non-current	341	-
Current	459	-
Contract assets	-	-
Contract liabilities - deferred income	2,918	-
Contract loss reserve	6	-

Revenue recognised in the reporting period that was included in the contract liability balance at the beginning of the period were £Nil (2019: £2,918,000).

Revenue recognised in the reporting period from performance obligations satisﬁed in the previous period were £Nil (2019: £Ni1).

The majority of customers were large multi-national entities and the contract terms with these customers require payment in advance of the delivery of contract obligations. Contract liabilities - deferred income relate to performance obligations that are unsatisﬁed at the end of the reporting period. These amounts are expected to be recognized in the following year.

5	Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

	Period ended 31 December 2019 £ 000	Year ended 31 March 2019 £ 000
Wages and salaries	45	1,398
Social security costs	5	141
Other short-term employee benefits	3	59
Pension costs, defined contribution scheme	-	15
Redundancy costs	-	204
Share-based payment expenses	-	(35)
	53	1,782

After the sale of the business in February 2019, there were no full-time employees.

The average number of persons employed by the Group (including directors) during the year, analysed by category was as follows:

	Period ended 31 December 2019 No.	Year ended 31 March 2019 No.
Administration and support	3	23

6	Key management personnel

Key management compensation

	Period ended 31 December 2019 £ 000	Year ended 31 March 2019 £ 000
Salaries and other short-term employee benefits	50	506
Loss of office	-	182
Post-employment benefits	-	6
	50	694

Retirement benefits are accruing to no Company directors under a defined contribution scheme (2019: one).

The directors' emoluments are shown in the remuneration report on page 15.

As all full-time employees left the Group following the sale of the business in February 2019, for the period to 31 December 2019, the Directors of the Company are considered to be the key management personnel.

7	Other operating income

The analysis of the Group's other operating income for the period is as follows:

	Period ended 31 December 2019 £ 000	Year ended 31 March 2019 £ 000
Sub lease rental income	40	66

8	Operating loss

Arrived at after charging/(crediting)

	Period ended 31 December 2019 £ 000	Year ended 31 March 2019 £ 000
Depreciation expense	-	10
Amortisation expense	-	196
Foreign exchange (gains) / losses	6	161
Operating lease expense - property	52	151

9	Auditors' remuneration

	Period ended 31 December 2019 £ 000	Year ended 31 March 2019 £ 000
Fees payable to the Company's auditor for the audit of the Company's annual accounts	20	40
Fees payable to the Company's auditor and its associates for other services:
Audit of the accounts of subsidiaries	-	-
Tax advisory services	-	4
	20	44

10 Finance income and costs
	Period ended 31 December 2019 £ 000	Year ended 31 March 2019 £ 000
Finance costs
Interest	-	8
Movement - fair value derivative financial instruments	-	34
Total	-	42

11 Income tax

Tax credited in the income statement

	Period ended 31 December 2019 £ 000	Year ended 31 March 2019 £ 000
Current taxation
UK corporation tax - discontinued operations - Note 4	-	(141)

The tax on loss before tax for the period is less than (2019 - less than) the standard rate of corporation tax in the UK of 19% (2019 - 19%).

The differences are reconciled below:

	Period ended 31 December 2019 £ 000	Year ended 31 March 2019 £ 000
Loss before tax	(685)	(374)
Corporation tax at standard rate	(130)	(71)
Increase (decrease) from effect of capital allowances depreciation	-	2
Effect of revenues exempt from taxation	-	(197)
Effect of expenses not deductible in determining taxable profit (tax loss)	106	49
Increase (decrease) from effect of tax incentives	-	29
Tax decrease from utilisation of tax losses	-	154
Other tax effects for reconciliation between accounting profit and tax expense (income)	-	1
Increase (decrease) in UK and foreign current tax from unutilised tax losses	-	33
Increase (decrease) in UK and foreign current tax from R&D tax credits received relating to prior periods	-	(141)
Increase in tax losses carried forward which were unutilised in the current year	24	-
Total tax credit	-	(141)

At 31 December 2019 the company had unutilised tax losses of £9,000 (31 March 2019: £1,000). A deferred tax asset of £2,000 (31 March 2019: £nil) has not been recognised due to the uncertainty around the timing of the availability of taxable income to utilise the losses.

12	Earnings per share

The calculation of the Basic earnings per share (EPS) is based on the loss attributable to equity holders of the parent for the year from continuing operations of £685,000 (2019 - loss £699,000) and a proﬁt on discontinued operations of £nil (2019 - profit £325,000) giving a net total loss for the year of £685,000 (2019 - loss of £374,000) and on a weighted average number of ordinary shares in issue of 101,094,276 (2019 - 52,989,928).

The diluted EPS for the continuing operations and the diluted EPS in total (and in the prior year) were the same as the Basic EPS as they were all losses. In the prior year, the diluted EPS for the discontinued operations is a proﬁt of 0.57p. For the calculation of the diluted EPS for the discontinued operations, the proﬁt used was the same as for the Basic EPS, and the Basic weighted average number of shares was increased by 4,428,860 shares in respect of the outstanding share options and convertible loan note. At 31 March 2019, 7,946,158 options were excluded because their effect would have been anti-dilutive. The average mark value of the shares for the purposes of calculating the dilutive effect was based on quoted market prices for the year during which the options were outstanding.

13	Investments

Group

Details of undertakings

Details of the investments in which the group holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking	Country of incorporation	Holding	Proportion of voting rights and shares held 2019	2019
Subsidiary undertakings
Abal (Goswell) Limited	England and Wales	Ordinary shares	100%	100%

The business and assets of Abal (Goswell) Limited were sold in February 2019, and at the year end the company was dormant.

14	Property, plant and equipment

Group and Company

	Leasehold improvements £ 000	Fixtures and fittings £ 000	Equipment £ 000	Total £ 000
Cost or valuation
At 1 April 2018	50	62	385	497
Disposal of business	(50)	(62)	(385)	(497)
At 31 March 2019	-	-	-	-
At 1 April 2019	-	-	-	-
Disposals	-	-	-	-
At 31 December 2019	-	-	-	-
Depreciation
At 1 April 2018	48	62	364	474
Charge for year	1	-	9	10
Disposal of business	(49)	(62)	(373)	(484)
At 31 March 2019	-	-	-	-
At 1 April 2019	-	-	-	-
Charge for the year	-	-	-	-
At 31 December 2019	-	-	-	-
Carrying amount
At 31 December 2019	-	-	-	-
At 31 March 2019	-	-	-	-

15	Intangible assets

Group and Company

	Software £ 000	Development costs £ 000	Total £ 000
Cost or valuation
At 1 April 2018	409	1,842	2,251
Additions	7	198	205
Disposal of business	(416)	(2,040)	(2,456)
At 31 March 2019	-	-	-
At 1 April 2019	-	-	-
Additions	-	-	-
At 31 December 2019	-	-	-
Amortisation
At 1 April 2018	378	945	1,323
Amortisation charge	26	167	196
Disposal of business	(404)	(1,112)	(1,516)
At 31 March 2019	-	-	-
At 1 April 2019	-	-	-
Amortisation charge	-	-	-
At 31 December 2019	-	-	-
Carrying amount
At 31 December 2019	-	-	-
At 31 March 2019	-	-	-

16	Trade and other receivables

	Group		Company
	As at 31 December 2019 £ 000	As at 31 March 2019 £ 000	As at 31 December 2019 £ 000	As at 31 March 2019 £ 000
Prepayments	-	45	-	45
Other receivables	67	76	67	76
Total current trade and other receivables	67	121	67	121

17	Share capital and reserves

Allotted, called up and fully paid shares

	As at 31 December 2019		As at 31 March 2019
	No. 000	£ 000	No. 000	£ 000
Ordinary shares of £0.00002 (2019: £0.00002) each	101,094	2	101,094	2
Deferred shares of £0.04000 each	63,084	2,523	63,084	2,523
2018 Deferred shares of £0.01000 (2019: £0.01000) each	224,194	2,241	224,194	2,241
	388,372	4,767	388,372	4,767

Share premium account

This reserve records the consideration premium for shares issued at a value that exceeds their nominal value, less any costs incurred relating directly to the issue of these shares.

Other reserve account

This account acts as the share option reserve, and records both the charges to the profit with respect to unexercised employee share options and the fair values for outstanding share warrants.

	As at 31 December 2019	As at 31 March 2019
	£ 000	£ 000
Reserve for granted employee share options	-	1,217
	-	1,217

Rights, preferences and restrictions

Ordinary shares have the following rights, preferences and restrictions: The Ordinary shares carry rights to participate in dividends and distributions declared by the Company and each share carries the right to one vote at any general meeting. There are no rights of redemption attaching to the Ordinary shares.
Deferred shares have the following rights, preferences and restrictions: The deferred shares carry no rights to receive any dividend or distribution and carry no rights to vote at any general meeting. On a return of capital the Deferred shareholders are entitled to receive the amount paid up on them after the Ordinary shareholders have received £100,000,000 in respect of each share held by them. The Company may purchase all or any of the Deferred shares at an appropriate consideration of £1.
2018 Deferred shares have the following rights, preferences and restrictions: The deferred shares carry no rights to receive any dividend or distribution and carry no rights to vote at any general meeting.
Allotted, called up and fully paid shares
		As at 31 December 2019		As at 31 March 2019
		No. 000	£ 000	No. 000	£ 000
At 1 April		388,372,275	4,767	287,277,999	4,765
Sub-division		-	-	224,193,710	-
Consolidation		-	-	(201,774,339)	-
Issued in the period/year		-	-	78,674,905	2
At 31 December/31 March		388,372,275	4,767	388,372,275	4,767
18	Share-based payments, convertible loan notes and derivative financial instruments

(1) Enterprise management scheme

Scheme details and movements

During the period the Group operated an approved Enterprise management scheme, an approved Incentive stock option agreement and an unapproved share option scheme.

For all schemes, options vest provided the employee who has been granted the option remains employed by the group at the earliest date that they may exercise the option. Each director or employee may exercise 50% of the options granted to them between two and ten years after the date of the grant. The remainder may be exercised between three and ten years after the date of the grant. Options are forfeited if the employee leaves the Company before the options vest. The options will be settled by the issue and allotment of fully paid ordinary shares.

Following the sale of the business, all options lapsed in August 2019.

The movements in the number of share options during the year were as follows:

	As at 31 December 2019 No.	As at 31 March 2019 No.
Outstanding, start of period	1,362,632	2,494,386
Granted during the period	-	-
Forfeited during the period	-	(1,131,754)
Lapsed during the period	(1,362,632)	-
Outstanding, end of period	-	1,362,632
Exercisable, end of period	-	533,631

The movements in the weighted average exercise price of share options during the year were as follows:

	As at 31 December 2019	As at 31 March 2019
Outstanding, start of period	23.5290p	30.9190p
Granted during the period	-	-
Forfeited during the period	-	37.2230p
Lapsed during the period	23.5290p	-
Outstanding, end of period	-	23.5290p
Exercisable, end of period	-	33.5260p

Outstanding share options at year end:

As at 31 December 2019		As at 31 March 2019
Number of options	Exercise price	Number of options	Exercise price
-	-	73,936	67.36p
-	-	3,753	25.20p
-	-	135,376	37.50p
-	-	51,567	48.80p
-	-	-	28.80p
-	-	538,000	16.25p
-	-	-	13.75p
-	-	560,000	17.50p
-		1,362,632

The weighted average remaining contractual life is nil years (2019: 5.95 years).

The cost of options granted is spread over the option vesting period. The release for the year in relation to options held during the year is £1,216,965 (2019: release £35,304).

Fair value of options granted

There were no new options granted in the period (2019 - nil). The fair value of the new options in prior years were calculated using the Black-Scholes-Merton model. The cancelled options had fully vested prior to cancellation. The inputs into the model were as follows:

	2018	2017	2016	2015
Volatility	100%	100%	88%	88%
Expected life	10 years	10 years	10 years	10 years
Share price *	17.50p	16.25p	48.80p	37.50p
Exercise price *	17.50p	16.25p	48.80p	37.50p
Dividend yield	0%	0%	0%	0%
Risk-free rate	0.25%	0.25%	2%	2%

* Restated for the share consolidation in June 2018.

External independent experts were used in determining the expected volatility. The figure used was determined by calculating the historical volatility of the share price of companies considered by the experts to be comparable to the Company.

(2) Convertible loan notes and derivative financial instruments

During the year to 31 March 2019, a convertible loan note was issued, and then cleared by a debt for equity swap also in the year ended 31 March 2019. In addition two warrants for options to acquire shares were outstanding that arose as detailed below. These are outstanding at 31 December 2019 and have a fair value of £48,000 (31 March 2019: £53,000). Further details are included below.

At the year-end, there were two warrants outstanding for options to acquire shares with a combined year-end fair value of £48,000 (31 March 2019:£53,000). The valuation of the warrants and further detail to the transactions may be summarised as follows:

(i) In October 2018, following a placing of shares at 1.1p, a warrant was issued for 7,272,727 options to acquire shares, exercisable for 3 years at 1.1p per share option or, if lower, the 5 day average price on AIM prior to exercising the option. The year-end fair value of these warrants is 0.42p (31 March 2019: 0.39p) per option to acquire a share and has been calculated using the Black-Scholes model, and the year-end AIM listed share price of 0.85p (31 March 2019: 0.68p) giving a total fair value of £31,000 (31 March 2019: £35,000) for all these options to acquire shares. The other inputs into the model were volatility 111% (31 March 2019: 111%), dividend yield 0% (31 March 2019: 0%), and risk free rate of 2.1% (31 March 2019: 2.1%).

(ii) In October 2018, a 3 year unsecured convertible loan note ('CLN') for £90,000 was issued. The terms of the CLN was an interest rate of 7.5% pa, and the conversion repayment option was in two parts - the issue of shares to repay the principal amount of the loan, and a warrant with the option to purchase additional shares. If the conversion option was exercised, the ordinary shares for the loan repayment would be issued a price of 1.1p or, if lower, the 5 day average price on AIM prior to exercising the conversion option. The warrant was for a number of options to acquire shares equal to half the number of shares issued for the repayment of the loan. The terms of the warrant were for 3 years and an exercise price of 1.1p or, if lower, the 5 day average price on AIM prior to exercising the warrant option. In January 2019, the conversion option was exercised. For the repayment of the loan 8,181,818 ordinary shares were issued at a price of 1.1p. On conversion, warrants were issued for options to acquire 4,090,909 shares, and these warrants were outstanding at both 31 March 2019 and 31 December 2019. For accounting purposes, the CLN on issue was attributed a fair value of £69,000 by discounting the loan repayments at an unsecured interest rate of 18%. As the Group had no other comparable unsecured borrowings, higher or lower interest rates might have been applied to calculate the discount factor, but these would not change materially the fair value of the CLN.

The gain on issue was credited to proﬁt and loss. On exercising the conversion option in January 2019, the release of the £19,000 difference between the carrying value of the loan and the legal value was credited direct to retained earnings. At the time of exercising this conversion option, the fair value of share warrants was £33,000 and these warrants were revalued at the year ended 31 December 2019 using the same basis and factors outlined in the previous paragraph 18(2)(i), and giving a total value for these warrants of £17,000 (31 March 2019: £18,000). The movement in the fair value was credited to proﬁt and loss.

19	Trade and other payables

	Group		Company
	As at 31 December 2019 £ 000	As at 31 March 2019 £ 000	As at 31 December 2019 £ 000	As at 31 March 2019 £ 000
Trade payables	304	65	304	65
Accrued expenses	58	318	58	318
Social security and other taxes	3	39	3	39
Outstanding defined contribution pension costs	-	1	-	1
Other payables	44	40	44	40
	409	463	409	463

20	Pension and other schemes

Defined contribution pension scheme

The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group and Company in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund.

The total pension charge for the year represents contributions payable by the Group to the scheme and amounted to £Nil (2019: £15,000).

Contributions totalling £nil (2019: £500) were payable to the scheme at the end of the year and are included in creditors.

21	Commitments

Group

Capital commitments

There are no material capital commitments at the year end (2019: £Nil).

Other financial commitments

As at 31 December 2019 the group had non-cancellable operating leases relating to three properties occupied by the group as set out below:

Minimum future payments:	As at 31 December 2019 Land and buildings £ 000	As at 31 March 2019 Land and buildings £ 000
Due within one year	-	35
Later than one year and not later than five years	-	-
	-	35

22	Financial instruments
Financial assets - Group and Company
		Carrying value		Fair value
		As at 31 December 2019	As at 31 March 2019	As at 31 December 2019	As at 31 March 2019
		£ 000	£ 000	£ 000	£ 000
Cash and cash equivalents		81	771	81	771
Trade receivables - non-current		-	-	-	-
Trade receivables - current		-	-	-	-
Other receivables - current		46	46	-	46
		127	817	81	817

Valuation methods and assumptions: The directors believe that the fair value of all financial assets approximates to the carrying value - see Note 16 for further details about trade receivables.

Financial liabilities - Group and Company
	Carrying value		Fair value
	As at 31 December 2019	As at 31 March 2019	As at 31 December 2019	As at 31 March 2019
	£ 000	£ 000	£ 000	£ 000
Financial liabilities at amortised cost:
Trade and other payables	348	105	348	105

	Fair value
	As at 31 December 2019	As at 31 March 2019
	£ 000	£ 000
Financial liabilities at fair value through profit and loss:
Derivative financial instruments	48	53

Valuation methods and assumptions: The directors believe that the fair value of trade and other payables approximates to the carrying value - see note 18 for further details of the fair value of derivative financial instruments.

Risk management

Until the sale of the business in February 2019, the Group was exposed through its operations to the following ﬁnancial risks: credit risk, foreign exchange risk; and liquidity risk.

In common with all other businesses, the Group was exposed to risks that arose from its use of ﬁnancial instruments. This note describes the Group's former objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these ﬁnancial statements. There have been no substantive changes in the Group's exposure to ﬁnancial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated in this note.

Principal ﬁnancial instruments

The principal ﬁnancial instruments used by the Group, from which ﬁnancial instrument risk arises, were as follows:

- trade receivables;

- cash at bank; and

- trade and other payables.

General objectives, policies and processes

The board had overall responsibility for the determination of the Group's risk management objectives and policies and, whilst retaining ultimate responsibility for them, it had delegated the authority for designing and operating processes that ensure the effective implementation of the objectives and policies to the Group's ﬁnance function. The board received monthly reports from the chief Financial Ofﬁcer through which it reviewed the effectiveness of the processes put in place and the appropriateness of the objectives and policies it had set. The overall objective of the board was to set polices that sought to reduce risk as far as possible without unduly affecting the Group's competitiveness and ﬂexibility. Further details regarding these policies are set out below.

Interest rate risk

At present the directors do not believe that the Group has significant interest rate risk and consequently does not hedge against such risk. Cash balances earn interest at variable rates.

The Group's financial assets as at 31 December 2019 comprised cash at bank of £81,000 (2019: £771,000). Interest is paid on cash at floating rates in line with prevailing market rates.

Sensitivity analysis

At 31 December 2019, had the LIBOR 1 MONTH rate increased by 1% with all other variables held constant, the increase in interest receivable on financial assets would amount to approximately £1,000 (2019 - £1,000). Similarly a 1% decrease in the LIBOR 1 MONTH rate with all other variables held constant would result in a decrease in interest receivable on financial assets of approximately £1,000 (2019 - £1,000).

Credit risk and impairment

Credit risk is the risk of ﬁnancial loss to the group if a customer or a counterparty to a ﬁnancial instrument fails to meet its contractual obligations. The Group is mainly exposed to credit risk from credit sales. It is Group policy, implemented locally, to assess the credit risk of new customers before entering contracts. Such credit ratings take into account local business practices. The Group has a credit policy under which each new customer is analysed individually for creditworthiness before the Group's standard payment and delivery terms and conditions are offered.

Credit risk also arises from cash and cash equivalents and deposits with banks and ﬁnancial institutions. To manage this, the Group has made sure that they use reputable banks.

Until the sale of the business in February 2019, the Group's chief ﬁnancial ofﬁcer monitored the utilisation of the credit limits regularly.

Foreign exchange risk

Foreign exchange risk arose because the Group had operations located in various parts of the world whose functional currency was not the same as the functional currency in which the Group companies were operating. Although its global market penetration reduced the Group's operational risk in that it had diversified into several markets, the Group's net assets arising from such overseas operations were exposed to currency risk resulting in gains or losses on retranslation into sterling. Only in exceptional circumstances would the group consider hedging its net investments in overseas operations as generally it did not consider that the reduction in foreign currency exposure warranted the cash flow risk created from such hedging techniques.

The group's policy was, where possible, to allow group entities to settle liabilities denominated in their functional currency (primarily US dollars or pound sterling) with the cash generated from their own operations in that currency. Where group entities had liabilities denominated in a currency other than their functional currency (and had insufficient reserves of that currency to settle them) cash already denominated in that currency was, where possible, transferred from elsewhere within the group.

Currency profile

Financial assets
- Cash Sterling: £77,000 (2019 - £670,000)
- Cash US dollar: £4,000 (2019 - £101,000)
- Trade receivables Sterling: £nil (2019 - £nil)
- Trade receivables US dollar: £nil (2019 - £nil)
- Trade receivables Euro: £nil (2019 - £nil)

Financial liabilities
- Trade payables Sterling: £304,000 (2019 - £51,000)
- Trade payables US dollar: £nil (2019 - £15,000)
- Trade payables Euro: £nil (2019 - £nil)

Sensitivity analysis

At 31 December 2019, if Sterling had strengthened by 10% against USD with all other variables held constant, profit before tax for the year would have been approximately £nil (2019 - £12,000 higher), mainly as a result of foreign exchange losses on translation of USD denominated cash and cash equivalents and trade receivables, compensated by foreign exchange gains on translation of USD denominated trade payables and deferred revenues.

Conversely, if Sterling had weakened by 10% against USD with all other variables held constant, profit before tax for the year would have been approximately £nil (2019 - £12,000 lower).

Liquidity risk

Liquidity risk arises from the Group's management of working capital and the finance charges and principal repayments on its debt instruments. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due.

The Group's policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due.

The board received rolling 12-month cash flow projections on a regular basis as well as information regarding cash balances. At the statement of financial position date, these projections indicated that the group expected to have sufficient liquid resources to meet its obligations under all reasonably expected circumstances.

There were no undrawn facilities at 31 December 2019 or 31 March 2019.

Capital risk management

Capital management

The Group's capital management objectives are to ensure the Group is appropriately funded to continue as a going concern and to provide an adequate return to shareholders commensurate with risk. The Group defines capital as being total shareholder's equity. The Group has no external debt finance and hence gearing is not measured. The Group's capital structure is periodically reviewed and, if appropriate, adjustments are made in the light of expected future funding needs, changes in economic conditions, financial performance and changes in Group structure.

The Group adheres to the capital maintenance requirements as set out in the Companies Act.

Capital for the reporting periods under review is summarised as follows:
- Total equity: £(309,000) (2019: £376,000)
- Cash and cash equivalents: £81,000 (2019: £771,000)

23	Related party transactions

Shawn Taylor, Simon Charles and John Treacy are all related parties by virtue of their directorships during the period. The directors' emoluments are shown in the remuneration report on page 16. At the period end £Nil (2019: £30,000) was outstanding.

Simon Charles is a partner in Marriott Harrison LLP, legal advisors to the Company. During the period the Company incurred legal fees and disbursements with Marriott Harrison LLP amounting to £82,782 (2019 - £126,222). At the year-end £Nil (2019 - £20,154) was outstanding.

John Treacy was a director and shareholder of YTC Consultancy Services Limited ("YTC"). During the period the Company incurred consultancy fees and disbursements with YTC amounting to £71,675 (2019 - £126,222). At the year-end £56,500 (2019 - £20,154) was outstanding.

John Treacy was a director of Eight Capital Partners Plc, the largest shareholder in the Company at the time.

The following transactions occurred during the period and at the end of the year the following amounts were due to related parties. The Company made purchases of services from Abal (Goswell) Limited in the period totalling £Nil (2019 - £15,000). At 31 March 2019 Abal (Goswell) Limited owed the Company £Nil (2019 - £Nil).

24	Controlling party

At 31 December 2019 the Directors do not believe that a controlling party exists.

Following the transaction disclosed in note 25, the directors believe that the board of directors control the Company.

25	Subsequent events

On 23 March 2020, Supply@ME Capital plc completed the following transactions, details of which are disclosed in the prospectus dated 4 March 2020:

- reverse acquisition of Supply@ME S.r.l., a company registered in Italy;

- placing of 331,604,094 shares; and

- admission to the Official List and trading on the London Stock Exchange's Main Market.

The transaction was effected by way of the issue of consideration shares. Due to Supply@ME Capital plc effectively having no substance, and in fact Supply@ME S.r.l. was acting as the parent of the Group, the consolidated Group is to be accounted for as a capital reorganisation rather than a business combination. Future financial statement will be prepared on the basis that Supply@ME S.r.l. is the accounting acquirer and Supply@ME Capital plc the accounting acquiree.

In December 2019, a novel strain of coronavirus ("COVID-19") surfaced in Wuhan, China, and has spread around the world, with resulting business and social disruption around the world. COVID-19 was declared a Public Health Emergency of International Concern by the World Health Organization on 30 January 2020. Further information regarding the impact Covid-19 on the operations of the business is included in the Directors' Report.

[1] "Gross origination" includes all client companies that have signed an NDA, a term sheet, or are in or have completed the onboarding process.

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