19 March 2024
TMT INVESTMENTS
PLC
("TMT" or
the "Company")
Results for the year ended 31
December 2023 and Notice of
AGM
TMT Investments Plc (AIM: TMT), the
venture capital company investing in high-growth technology
companies, is pleased to announce its audited final results for the
year ended 31 December 2023.
Highlights:
·
NAV per share of US$6.62 (up 3.3% from US$6.41 as
of 31 December 2022)
·
Total NAV of US$208.1 million (US$201.7 million as of
31 December 2022)
·
5-year IRR of 16.3% per annum
·
US$4.7 million of investments across 10 new and
existing companies in 2023
·
Praktika.AI became the 100th investment
by TMT since inception
·
US$4.2 million of profitable disposals during the
period
·
US$11.0 million in cash and cash equivalent
reserves as of 18 March 2024
Alexander Selegenev, Executive Director of TMT,
commented:
"In line with the technology companies' market,
in
2023 TMT's
portfolio has continued to see an increased divergence between the
stronger and weaker performers - with the net result for TMT being
positive, with the Company's NAV per share increasing by 3.3% in
2023. TMT's portfolio benefited from the positive revaluation
of 12 of its companies (Backblaze, 3S Money,
1Fit, Collectly,
SonicJobs, Mobilo, Synder, Educate Online, Laundryheap, Whizz,
AgendaPro, and Scentbird).
During the same period TMT partially or fully wrote down the
value of twelve of its investments, which have either struggled to
adjust to the new "down-to-earth" reality or failed, with some
smaller investees, who in the past were able to rely on the
availability of cheap capital for continued funding requirements
succumbing to market pressure.
TMT's five largest holdings (Bolt, Backblaze, 3S Money,
PandaDoc and Scentbird) continued to perform well, with each
recording double-digit annual revenue growth rates. These are
mostly well capitalised companies, with generally high levels of cash
reserves, a strong market presence and are typically either already
operationally profitable or close to achieving
profitability. These
well-established companies accounted for 64% of TMT's
portfolio's value as of 31 December 2023.
Continuing the trends started in 2022, 2023 saw a dramatic
change in the venture capital and technology company environment,
with most investors "returning to basics" by backing ultimately
profitable business models at sensible valuations. The
previous "growth at any cost" approach, which TMT has always
structurally avoided, has now been firmly replaced with a focus on
"fundamentally profitable growth at the right valuation". As
a result, start-ups' success/survival rate has been largely defined
by their ability to reposition and adjust to this changed market
environment.
We
continue to see a number of outstanding companies that are thriving
in this changed market environment, and are attracting large levels
of funding thanks to their strong business models and
execution. We have therefore continued to make investments
selectively in such companies, deploying a total of US$4.7 million
across current and new portfolio companies in 2023, as well
as a further US$1.0 million invested after the reporting
period. Some of these investee companies announced the
completion of large funding rounds in 2023, including Rain, which
raised US$116m, and ON (previously known as GameON), which raised
US$25m, with Forta announcing it had raised US$55m in January 2024,
placing them on a well-funded path to continued
growth.
TMT has capitalised on the continued share price strength of
NASDAQ-traded Backblaze by disposing US$4.2 million-worth of
Backblaze shares after the reporting period.
In
order to provide shareholders with what we believe prudent and
consistent valuations for our investments, TMT continues to
prioritise the use of quoted prices and demonstrable corporate
actions, such as recent fundraises, to calculate its portfolio
NAVs, typically applying comparable analysis only, as is necessary,
when writing down investments. Noting this approach, and
given the current market backdrop, we are pleased to have delivered
an increase in NAV in 2023, thanks largely to our rigorous and
disciplined investment approach. With no financial debt and
cash and cash equivalent reserves of US$11.0 million as of 18 March
2024, TMT is well positioned to ride out the current market
volatility and to continue investing in companies that
meet our investment criteria as fully as possible, while disposing
of our investments whenever there is an opportunity to maximise
shareholder value."
Notice of AGM
The Company's Annual General Meeting
will be held on 28 May 2024 at 13 Castle Street, St. Helier,
Jersey, JE1 1ES at
14:30 (BST).
Copies of the Annual Report and
Accounts for the year ended 31 December 2023 ("Annual
Report") and Notice of AGM will
shortly be available on the Company's website at
www.tmtinvestments.com.
For further information
contact:
TMT
Investments Plc
Alexander Selegenev
Executive Director
www.tmtinvestments.com
|
+44 370 707 4040
(Computershare - Company
Secretary)
alexander.selegenev@tmtinvestments.com
|
Strand Hanson Limited
(Nominated Adviser)
James Bellman / James
Dance
|
+44 (0)20 7409 3494
|
Cavendish Capital Markets Limited
(Joint Broker)
Ben Jeynes / George Lawson
|
+44 (0)20 7220 0500
|
Hybridan LLP
(Joint Broker)
Claire Louise Noyce
|
+44 (0)20 3764 2341
|
Kinlan Communications
David Hothersall
|
+44 (0)20 7638 3435
davidh@kinlan.net
|
The information contained within this announcement is deemed
by the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014 as it forms part of
United Kingdom domestic law by virtue of the European Union
(Withdrawal) Act 2018, as amended by virtue of the Market Abuse
(Amendment) (EU Exit) Regulations 2019.
About TMT Investments Plc
TMT Investments Plc invests in
high-growth technology companies globally across a number of core
specialist sectors. Founded in 2010, TMT has a current
investment portfolio of over 50
companies and net assets of US$208 million as of
31 December 2023. The Company's objective is to generate an
attractive rate of return for shareholders, predominantly through
capital appreciation. The Company is traded on the AIM market
of the London Stock Exchange. www.tmtinvestments.com.
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EXECUTIVE DIRECTOR'S STATEMENT
In 2023, the venture capital markets
generally continued to experience a higher degree of market and
economic volatility.
Investors' increased focus on
start-ups' profitability has created a "survival of the fittest"
market environment. On the one hand, companies with superior
products and business models that have continued to grow and
improve profitability continue to attract new capital at higher
valuations. On the other hand, companies with weaker business
models or non-mission critical products that were more dependent on
future funding have come under increased pressure.
In line with the market, TMT's
portfolio has continued to see an increased divergence between the
stronger and weaker performers. Despite the ongoing
challenges in the macroeconomic and political environment,
investors in 2023 continued to back fast-growing, high-quality
digital technology companies. We were pleased to see
3S Money, 1Fit, Collectly,
SonicJobs, Mobilo, Synder, Educate Online, Laundryheap, Whizz, and
AgendaPro receive further validation of
their progress by raising fresh capital at higher valuation
levels. These are companies operating in "tried and tested"
sectors that benefit from well-established revenues and spending
habits, be they, for example, payments, education, accounting
software or laundry services, rather than seeking to devise
completely new revenue streams. These portfolio companies are
successfully competing and gaining market share against incumbents
by adding significant value, be it through more efficient
technology, better service, consolidation or other benefits.
The combination of these factors, together with nimble execution
and a focus on profitability, placed them in a favourable position
to successfully raise fresh capital.
The value of TMT's equity stake in
NASDAQ-traded cloud storage company Backblaze
(www.backblaze.com),
varied during the period, partly driven by the volatility in the
share prices of many publicly traded technology companies.
Based on Backblaze's closing mid-market price of US$7.59 per share as of 29 December
2023, TMT's stake in Backblaze recorded a US$5.4 million increase
in value compared to 31 December 2022. Backblaze's business
has been developing well, recording 20% revenue growth in 2023
compared to 2022. Backblaze remains sufficiently capitalised,
with an estimated net debt position of approximately US$3 million
as of 31 December 2023. TMT availed
itself of the opportunity provided by Backblaze's improved share price to dispose of approximately
8% of its shares in Backblaze during 2023 for a total consideration
of US$2.1 million. Backblaze's
closing mid-market price on 15 March 2024 was US$10.04 per share.
TMT adopts a highly prudent approach
to valuing its portfolio investments and therefore regularly
reviews and writes down investments that are not showing the
progress TMT believes is required to justify the previously
reported valuation level. As a result, during the period TMT
partially or fully wrote down the value of twelve of its
investments (excluding the additional write-downs related purely to
exchange rate fluctuations). This resulted in US$16 million
of partial and full write downs.
In December 2023, TMT made its
100th investment since TMT's inception in 2010.
Over the period since inception, the Company has generated a number
of landmark multi-million dollar exits, US$105 million-worth of
full and partial profitable disposals, four unicorns and a 16%
annual IRR (internal rate of return). At the end of December
2023, 64% of TMT's portfolio value was accounted for by its five
largest holdings. These are companies with strongly
established business models, with a strong market presence and
expanding, and typically either already operationally profitable or
close to achieving profitability. The remainder of the
portfolio is made up of companies in their early and mid-stages, a
number of which are making admirable progress in the current
environment. This means that TMT's portfolio today is a far
cry from its make-up of earlier-stage start-ups in the early
years.
NAV per
share
The Company's NAV per share in 2023
increased by 3.3% to US$6.62 as of 31 December 2023 (31 December
2022: US$6.41), mainly as a result of the upward revaluation of
Backblaze and Collectly during the period.
Operating
expenses
In 2023, the Company's
administrative expenses of US$1.3
million were below the corresponding 2022
figure of US$1.4 million, reflecting the Company's reduced level of investment and
business development activities during the period.
Financial
position
As of 31 December 2023, the Company
had no financial debt and cash and cash equivalent reserves of
US$6.6 million (31 December 2022: US$10.1 million). As of 18
March 2024, the Company had cash and cash equivalent reserves of
US$11.0 million.
Outlook
TMT has a diversified investment
portfolio of over 50 companies, focused primarily on Big Data/Cloud, SaaS
(software-as-a-service), Mobility, and FinTech.
Despite the ongoing market and
political volatility, investors continue to invest in high-quality
technology businesses at the appropriate valuation levels.
TMT is continuing to identify such opportunities very selectively,
whilst employing a generally cautious investment approach.
With no financial debt and cash and cash equivalent reserves of
US$11.0 million as of 18 March 2024, TMT is well positioned to ride
out the current market volatility and to continue making
investments and realising full and partial disposals when the right
opportunities present themselves.
Alexander Selegenev
Executive Director
18 March 2024
PORTFOLIO DEVELOPMENTS
The following developments have had
an impact on, and are reflected in, the Company's NAV and/or
financial statements as of 31 December 2023 in accordance with
applicable accounting standards.
Profitable full and partial
cash exits, and positive revaluations:
·
In January and March 2023, TMT received a total
additional US$1.6 million in dividends from Hugo, as part of the
consideration for Hugo's disposal of its food delivery and quick
commerce business in Central America to Delivery Hero completed in
2022.
·
In February 2023, TMT received US$0.3 million from
Backblaze, Inc., as a settlement payment in respect of TMT's
additional investment in Backblaze in 2021. In addition, TMT
disposed of 8% of its equity stake in Backblaze in 2023, for a
total net consideration of US$2.1 million.
The
following of the Company's portfolio investments were positively
revalued as of 31 December 2023:
Portfolio
company
|
Portfolio company
description
|
Positive revaluation amount
(US$)
|
As % of fair value reported
as of 31 Dec 2022
|
Basis for
revaluation
|
Backblaze, Inc.
|
NASDAQ-listed cloud storage and data back-up company
(www.backblaze.com)
|
5,361,766
|
23%
|
Based on
the closing mid-market price of US$7.59 per
share on 29 December 2023 (incl. US$0.3m
settlement and US$2.1m partial disposal proceeds received in
2023)
|
Collectly, Inc.
|
Patient
billing platform for medical organisations
(www.collectly.co)
|
4,389,328
|
213%
|
New
funding round (equity)
|
3S Money
Club Limited
|
Provider
of global business bank account and payment solutions
(www.3s.money)
|
3,016,809*
|
21%
|
New
funding round (equity)
|
Educate
Online Inc.
|
Distance
education platform for children and young adults aged 4-19
(www.educate-online.io)
|
1,847,458
|
185%
|
New
funding round (simple agreement for future equity
("SAFE"))
|
CloudBusiness Inc., trading as Synder
|
Accounting software solution (www.synder.com)
|
1,368,571
|
66%
|
New
funding round (SAFE)
|
Alippe,
Inc., trading as 1Fit
|
Mobile
app providing users with access to multiple gyms and yoga studios
in Central Asia (https://1fit.app)
|
1,080,320
|
216%
|
New
funding round (SAFE)
|
Laundryheap
|
On-demand
laundry and dry-cleaning services (https://www.laundryheap.co.uk/)
|
993,810*
|
55%
|
New
funding round (equity)
|
My Device
Inc., trading as Whizz
|
Device-as-a-service e-bike rental company
(www.getwhizz.com),
|
739,241
|
70%
|
New
funding round (equity)
|
Lulu
Systems, Inc., trading as Mobilo
|
Smart
digital business card solution (www.mobilocard.com)
|
470,000
|
46%
|
New
funding round (SAFE)
|
Scentbird, Inc.
|
Perfume
subscription service (www.scentbird.com)
|
418,646
|
6%
|
Independent 3rd party secondary share sale
transaction
|
AgendaPro, Inc.
|
SaaS-based scheduling, payment and marketing solution for the
beauty and wellness industry in Latin America
(www.agendapro.com)
|
395,609
|
77%
|
New
funding round (SAFE)
|
SonicJobs
App Ltd.
|
Job
search app focused on "blue collar" positions (www.sonicjobs.com),
|
283,666*
|
46%
|
New
funding round (equity)
|
Total
|
|
20,365,224
|
|
|
* - incl. foreign exchange
effect
In addition, the following of TMT's
non-USD denominated investments increased in value due to
favourable exchange rate movements as of 31 December 2023: Bolt,
Timbeter, Feel, Hinterview, MTL (Outfund), FemTech, Outvio,
EstateGuru, and Bairro.
Negative
revaluations:
The following of the Company's
portfolio investments were negatively revalued as of 31 December
2023:
Portfolio
Company
|
Write-down amount
(US$)
|
Reduction as % of fair value
reported as of 31 Dec 2022
|
Reasons for
write-down
|
Muncher
|
2,853,697
|
50%
|
Business negatively affected by the
recent market conditions
|
PandaDoc
|
2,830,644
|
26%
|
Valuation adjusted based on an
independent secondary share sale offer received by TMT
|
Bafood
|
2,500,000
|
100%
|
Business negatively affected by
exposure to Ukraine and changed market conditions in the
sector
|
Rocket
Games (Legion Farm)
|
1,650,000
|
100%
|
Disappointing performance during the
year; prospects unclear
|
Conte.ai
(Postoplan)
|
1,628,090
|
100%
|
Business negatively affected by the
recent market conditions
|
Scalarr
|
1,378,282
|
100%
|
Business negatively affected by the
recent market conditions and staff's exposure to Ukraine
|
Metrospeedy
|
1,000,000
|
100%
|
Business negatively affected by the
current economic environment and changed market conditions in the
sector
|
Qumata
|
909,411
|
50%
|
Limited progress with the previous
product; a pivot is underway
|
Wanelo
|
602,447
|
100%
|
No response from the company in the
last two years; limited website functionality; assumed zero equity
value
|
Academy
of Change
|
330,000
|
100%
|
Final write-off due to lack of
progress in repositioning the business. Company is being
liquidated.
|
Go
X
|
175,000
|
50%
|
Limited progress in the last two
years; prospects unclear
|
ClassTag
|
101,965
|
25%
|
Cash exit transaction completed in
August 2023, with US$0.28 million (94% of the total cash
consideration due to TMT) received to date
|
Total
|
15,959,536
|
|
|
In addition, TMT's non-USD
denominated investment in eAgronom decreased in value due to
exchange rate fluctuations as of 31 December 2023.
Key developments for the five
largest portfolio holdings in the first half of 2023 (source: TMT's
portfolio companies):
Bolt (ride-hailing and food delivery
service):
· Active in over 550 cities globally (up from over 500 cities as
of 31 December 2022)
· Double-digit revenue growth
· Announced plans to achieve profitability in 2024 and
potentially float in 2025
Backblaze (cloud storage provider):
· Double-digit revenue growth
· Multiple new integrations and partnerships building basis for
future growth
· Positive adjusted EBITDA achieved in Q4 2023
3S
Money (provider of global business account and payment
solutions):
· Double-digit revenue growth
· Regulatory permissions obtained in Luxemburg, Dubai and
Singapore
· EBITDA positive
PandaDoc (proposal automation and contract management
software):
· Double-digit revenue growth
· Over 50,000 customers (from over 40,000 as of 31 December
2022)
· Acquired Berlin-based fintech start-up Denario in a move to
further accelerate its growth into a leading all-in-one document
and payment workflow platform
Scentbird (Perfume, wellness and beauty product subscription
service):
· Double-digit revenue growth
· EBITDA positive
Further
investments:
Given the persistently high level of
market uncertainty and volatility, TMT continued to be more
selective and made the following investments in 2023:
Follow-on investments during
the reporting period:
· €150,000 in Bairrissimo, LDA, trading as Bairro, an instant
food and grocery delivery company in Portugal
(https://bairro.io);
·
US$100,000 in Cyberwrite, an AI cyber insurance
platform providing cybersecurity insights and risk quantification
for businesses worldwide (www.cyberwrite.com);
·
£45,861 in FemTech, a London-based technology
accelerator focused on female founders (www.femtechlab.com);
· US$500,000 in Alippe, Inc., trading as
1Fit, a mobile app providing users with access to multiple gyms and
yoga studios in Central Asia (https://1fit.app); and
·
US$200,000 in Lulu Systems, Inc., trading as
Mobilo, a smart digital business card
solution (www.mobilocard.com).
New investments during the
reporting period:
·
US$500,000 in Phoenix Health Inc., a Canada-based
direct-to-consumer health platform for men
(www.phoenix.ca);
· US$1,000,000 in GameOn Inc., an AI chat platform that powers
conversational experiences for fashion, sport and retail brands and
teams (www.gameontechnology.com);
·
US$700,000 in Montera, Inc., trading as
Forta, a family-powered autism therapy
platform (www.fortahealth.com);
·
US$1,000,000 in Rain Technologies Inc., a provider
of easy and instant access to earned wages
(www.rainapp.com);
and
·
US$400,000 in Praktika.AI, a language learning app
with personal AI avatar tutors (www.praktika.ai).
New investments after the
reporting period
· US$1,000,000 in Propertymate Inc., trading as NewHomesMate, a
marketplace for newly built homes (www.newhomesmate.com)
Other events after the
reporting period
In January 2024, TMT received a
total additional US$1.5 million in dividends from Hugo, as part of
the consideration for Hugo's disposal of its food delivery and
quick commerce business in Central America to Delivery Hero
completed in 2022.
TMT disposed a part of its shares in
NASDAQ-traded Backblaze for a total net consideration of US$4.2
million.
CORPORATE GOVERNANCE STATEMENT
The Board fully endorses the
importance of good corporate governance and has adopted the 2018
Quoted Companies Alliance Corporate Governance Code for Small and
Mid-Sized Companies (the "QCA
Code"), which the Board believes to be the most appropriate
corporate governance code given the Company's size, stage of
development and AIM-traded status. The QCA Code is a practical,
outcome-oriented approach to corporate governance that is tailored
for small and mid-size quoted companies in the UK and which
provides the Company with the framework and effective oversight to
help ensure that a strong level of governance is
maintained.
In accordance with the QCA Code and
AIM Rule 26, a report providing a high-level overview of how TMT
has applied the principles of the QCA Code and any areas in which
the Company's governance structures and practices depart from or
differ from the expectations of the QCA Code can be found within
the Company's Annual Report and will be available on the Company's
website following publication.
DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER
2023
The Directors present their report
and audited financial statements of the Company for the year ended
31 December 2023.
Principal activity and review of the
business
TMT Investments Plc ("TMT" or the
"Company") was incorporated under the laws of Jersey. The
Company has been established for the purpose of making investments
in the TMT sector where the Directors believe there is a potential
for growth and the creation of shareholder value. The Company
primarily targets companies operating in markets that the Directors
believe have strong growth potential and having the potential to
become multinational businesses. The Company can invest in
any region of the world.
Results and dividends
The profit for the year amounted to
US$6,377,773 (2022: loss of US$81,393,833), which includes a profit on changes
in fair value of financial assets at Fair Value through profit and
loss ("FVPL") of US$7,341,554 (2022: loss of
US$79,638,928).
Further information on the Company's
results and financial position is included in the financial
statements.
The board has decided that it will
not recommend a final dividend (2022: nil).
Company listing
TMT is traded on the AIM market
("AIM") of the London Stock Exchange. The Company's ticker is
TMT. Information required by AIM Rule 26 is available in the
'Investor Relations' section of the Company's website at
www.tmtinvestments.com.
Board meetings
Three Board meetings, two meeting of
the Audit Committee, and one meeting of the Remuneration Committee
were held in 2023. The number of meetings attended by the Directors
is set out below.
Director
|
Board
meetings
|
Audit Committee
meetings
|
Remuneration Committee
meetings
|
Nomination Committee
meetings
|
Yuri Mostovoy
|
3
|
-
|
-
|
-
|
Alexander Selegenev
|
1
|
-
|
-
|
-
|
Andrea Nastaj
|
3
|
2
|
1
|
-
|
James Mullins
|
3
|
2
|
1
|
-
|
Total meetings
|
3
|
2
|
1
|
-
|
Changes in share capital
The Company has one class of
ordinary share that carries no right to fixed income, and each
share carries the right to one vote at general meetings of the
Company. As at 31 December 2023 and the date of this report,
the Company's issued share capital consisted of 31,451,538 ordinary
shares of no par value each in the Company.
Substantial shareholdings
The Directors are aware of the
following shareholdings of 3% or more of the issued share capital
of the Company as of 18 March 2024.
Shareholders
|
Number of ordinary
shares
|
% of issued ordinary share
capital
|
Macmillan Trading Company
Limited
|
7,076,058
|
22.50%
|
Wissey Trade & Invest
Ltd
|
5,000,000
|
15.90%
|
Ramify Consulting Corp
|
4,728,576
|
15.03%
|
Zaur Ganiev
|
2,443,810
|
7.77%
|
Canaccord Genuity Group
Inc
|
2,154,939
|
6.85%
|
Merit Systems Inc.
|
2,054,865
|
6.53%
|
Menostar Holdings Limited
|
1,503,489
|
4.78%
|
Eclectic Capital Limited
|
1,224,442
|
3.89%
|
Others
|
5,265,359
|
16.75%
|
Total
|
31,451,538
|
100.00%
|
Concert Party
A concert party, as defined in the
City Code on Takeovers and Mergers (the "Code"), currently exists,
consisting of the following shareholders:
Shareholder (legal
holder)
|
Beneficial holder
(if
different to legal holder)
|
No. of Ordinary
Shares
|
% of issued share
capital
|
Macmillan Trading Company Limited
("Macmillan")
|
Alexander Morgulchik 45.05%,
German Kaplun 37.17%, Artemii Iniutin 17.78%
|
7,076,058
|
22.50%
|
Wissey Trade & Invest Ltd
("Wissey")
|
Andrey Kareev
|
5,000,000
|
15.90%
|
Ramify Consulting Corp.
("Ramify")
|
German Kaplun
|
4,728,576
|
15.03%
|
Merit Systems Inc.
|
Artemii Iniutin
|
2,054,865
|
6.53%
|
Menostar Holdings Limited
("Menostar")
|
Dmitry Kirpichenko
|
1,503,489
|
4.78%
|
Eclectic Capital Limited
("Eclectic")
|
Nika Kirpichenko
|
1,224,442
|
3.89%
|
Natalia Inyutina (Adult daughter of
Artemii Iniutin)
|
727,156
|
2.31%
|
Artemii Iniutin
|
|
380,877
|
1.21%
|
Vlada Kaplun (Adult Daughter of
German Kaplun)
|
363,578
|
1.16%
|
Marina Kedrova (Adult Daughter of
German Kaplun)
|
363,578
|
1.16%
|
German Kaplun
|
|
138,938
|
0.44%
|
Alexander Morgulchik
|
|
138,938
|
0.44%
|
Total
|
|
23,700,495
|
75.36%
|
Since September 2013, when the
Company became subject to the Code, the concert party has been
interested in, in aggregate, more than 50% of the Company's issued
share capital at all times.
The total direct and indirect
interest in TMT by the concert party's beneficial holders are as
follows:
Beneficial holder
|
No. of Ordinary
Shares
|
% of issued share
capital
|
German Kaplun
|
7,497,458
|
23.84%
|
Andrey Kareev
|
5,000,000
|
15.90%
|
Artemii Iniutin
|
3,694,092
|
11.75%
|
Alexander Morgulchik
|
3,326,702
|
10.58%
|
Dmitry Kirpichenko
|
1,503,489
|
4.78%
|
Nika Kirpichenko
|
1,224,442
|
3.89%
|
Natalia Inyutina
|
727,156
|
2.31%
|
Vlada Kaplun
|
363,578
|
1.16%
|
Marina Kedrova
|
363,578
|
1.16%
|
Total
|
23,700,495
|
75.36%
|
NOTES:
The majority of the ordinary shares
held by Eclectic were previously held by Menostar, who invested in
the Company at the time of its Admission. The beneficial owner of
Eclectic is Nika Kirpichenko who is the wife of Dmitry Kirpichenko,
the beneficial owner of Menostar. Wissey and Menostar both invested
in the Company on its Admission and, along with Eclectic, have
invested in and/or been otherwise involved with other business
ventures associated with the two founders of the Company Alexander
Morgulchik and German Kaplun.
The Company will update this
disclosure in future annual financial reports and, if relevant, via
RNS announcements.
Directors
During the financial year the
following Directors held office:
Yuri
Mostovoy
Non-executive Chairman
Alexander
Selegenev
Executive Director
James Joseph
Mullins
Independent Non-Executive Director
Andrea
Nastaj
Independent Non-Executive Director
The Directors' fees for 2023 and 2022
were as follows:
Director
|
|
|
2023
USD
|
2022
USD
|
Yuri Mostovoy
|
|
|
56,250
|
55,000
|
Alexander Selegenev
|
|
|
113,750
|
110,000
|
James Joseph Mullins
|
|
|
28,077
|
27,081
|
Petr Lanin
|
|
|
-
|
9,347
|
Andrea Nastaj
|
|
|
18,741
|
10,738
|
Subsequent events post the period end
In January 2024, TMT received a
total additional US$1.5 million in dividends from Hugo, as part of
the consideration for Hugo's disposal of its food delivery and
quick commerce business in Central America to Delivery Hero
completed in 2022.
TMT invested US$1,000,000 in
Propertymate Inc., trading as NewHomesMate, a marketplace for newly
built homes (www.newhomesmate.com)
TMT disposed a part of its shares in
NASDAQ-traded Backblaze for a total net consideration of US$4.2
million.
Statement of Directors' responsibilities in respect of the
annual report and the financial statements
The Directors are responsible for
preparing the Annual Report and Accounts in accordance with
applicable law and UK-adopted International Financial Reporting
Standards ("IFRSs").
The Companies (Jersey) Law 1991 (as
amended) ("Companies Law") requires the Directors to prepare
financial statements for each financial year. The Directors
are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's transactions and
disclose with reasonable accuracy at any time the financial
position of the Company and enable them to ensure that its
financial statements comply with the Companies Law. They have
general responsibility for taking such steps as are reasonably open
to them to safeguard the assets of the Company and to prevent and
detect fraud and other irregularities.
The Directors are responsible for
the preparation of the Directors' report and corporate governance
statement. The Directors are responsible for the maintenance
and integrity of the corporate and financial information included
on the Company's website. Legislation in Jersey governing the
preparation and dissemination of financial statements may differ
from legislation in other jurisdictions.
The Directors must not approve the
financial statements unless they are satisfied that they give a
true and fair view of the state of affairs of the Company and of
the profit or loss for that period. In preparing these
financial statements, the Directors are required to:
·
select suitable accounting policies and then apply
them consistently;
·
make judgements and accounting estimates that are
reasonable and prudent;
·
state whether applicable UK-adopted IFRSs have
been followed, subject to any material departures disclosed and
explained in the financial statements; and
·
prepare the financial statements on the going
concern basis unless it is inappropriate to presume that the
Company will continue in business.
Directors' responsibility statement
Each of the Directors, whose names
are listed in the Directors section above confirm that, to the best
of each person's knowledge and belief:
·
the financial statements, prepared in accordance
with UK-adopted IFRSs, give a true and fair view of the assets,
liabilities, financial position and profit or loss of the Company;
and
· the Directors' report contained in the annual report includes
a true and fair review of the development and performance of the
business and the position of the Company.
Going concern
The Directors confirm that, after
giving due consideration to the financial position and expected
cash flows of the Company; they have a reasonable expectation that
the Company will have adequate cash resources to continue in
operational existence for the foreseeable future, and for at least
one year from the date of approval of these financial statements
and they have therefore adopted the going concern basis in
preparing the financial statements.
Disclosure of information to auditors
Each of the persons who is a Director
at the date of approval of this annual report confirms
that:
·
so far as the Directors are aware, there is no
relevant audit information of which the Company's auditors are
unaware; and
·
the Directors have taken steps that they ought to
have taken to make themselves aware of any relevant audit
information and to establish that the auditors are aware of that
information.
The Company's auditors will be
proposed for reappointment at the Company's next scheduled
AGM.
On behalf of the Board of
Directors
Alexander Selegenev
Executive Director
18 March 2024
FINANCIAL STATEMENTS
Statement of Comprehensive Income
|
|
For the year ended
31/12/2023
|
For the year ended
31/12/2022
|
|
Notes
|
USD
|
USD
|
Gains/(Losses) on investments
|
3
|
7,357,560
|
(79,864,874)
|
Dividend income
|
|
36,883
|
105,844
|
Total investment income/(loss)
|
|
7,394,443
|
(79,759,030)
|
Expenses
|
|
|
|
Administrative expenses
|
5
|
(1,322,882)
|
(1,443,395)
|
Operating gain/(loss)
|
|
6,071,561
|
(81,202,425)
|
Finance income, net
|
7
|
263,441
|
9,729
|
Currency exchange
gain/(loss)
|
|
42,771
|
(201,137)
|
Gain/(Loss) before taxation
|
|
6,377,773
|
(81,393,833)
|
Taxation
|
8
|
-
|
-
|
Gain/(Loss) attributable to equity
shareholders
|
|
6,377,773
|
(81,393,833)
|
Total comprehensive income/(loss) for the
year
|
|
6,377,773
|
(81,393,833)
|
Gain/(Loss) per share
|
|
|
|
Basic and diluted gain/(loss) per
share (cents per share)
|
9
|
20.28
|
(258.78)
|
Statement of Financial Position
Company registration number: 106628
(Jersey)
|
|
At 31
December
2023
|
At 31
December
2022
|
|
Notes
|
USD
|
USD
|
Non‑current assets
|
|
|
|
Financial assets at FVPL
|
10
|
203,086,676
|
195,260,535
|
Total non‑current assets
|
|
203,086,676
|
195,260,535
|
Current assets
|
|
|
|
Trade and other
receivables
|
11
|
151,908
|
1,382,811
|
Cash and cash equivalents
|
12
|
6,590,935
|
10,102,683
|
Total current assets
|
|
6,742,843
|
11,485,494
|
Total assets
|
|
209,829,519
|
206,746,029
|
Current liabilities
|
|
|
|
Trade and other payables
|
13
|
1,717,816
|
5,012,099
|
Total current liabilities
|
|
1,717,816
|
5,012,099
|
Total liabilities
|
|
1,717,816
|
5,012,099
|
Net
assets
|
|
208,111,703
|
201,733,930
|
Equity
|
|
|
|
Share capital
|
14
|
53,283,415
|
53,283,415
|
Retaining earnings
|
|
154,828,288
|
148,450,515
|
Total equity
|
|
208,111,703
|
201,733,930
|
Statement of Cash Flows
|
|
For the year ended
31/12/2023
|
For the year ended
31/12/2022
|
|
Notes
|
USD
|
USD
|
Operating activities
|
|
|
|
Gain/(Loss) attributable to equity
shareholders
|
|
6,377,773
|
(81,393,833)
|
Adjustments for non‑cash items:
|
|
|
|
Changes in fair value of financial
assets at FVPL
|
3
|
(7,341,554)
|
79,638,928
|
Interest received
|
|
(263,441)
|
(9,729)
|
Impairment of receivables
|
|
52,510
|
249,060
|
|
|
(1,174,712)
|
(1,515,574)
|
Changes in working capital:
|
|
|
|
Decrease in trade and other
receivables
|
11
|
1,178,393
|
418,778
|
Decrease in trade and other
payables
|
13
|
(3,294,283)
|
(4,892,724)
|
Net
cash used in operating activities
|
|
(3,290,602)
|
(5,989,520)
|
Investing activities
|
|
|
|
Purchase of financial assets at
FVPL
|
10
|
(4,686,489)
|
(9,608,593)
|
Proceeds from sale/disposal of
financial assets at FVPL
|
10
|
4,201,902
|
163,266
|
Interest received on treasury bills
and deposits
|
7
|
263,441
|
9,729
|
Net
cash used in investing activities
|
|
(221,146)
|
(9,435,598)
|
Decrease in cash and cash equivalents
|
|
(3,511,748)
|
(15,425,118)
|
Cash and cash equivalents at the
beginning of the year
|
|
10,102,683
|
25,527,801
|
Cash
and cash equivalents at the end of the year
|
12
|
6,590,935
|
10,102,683
|
Statement of Changes in Equity
For
the year ended 31 December 2022 and for the year ended 31 December
2023, USD
|
|
Share
capital
|
Retained
earnings
|
Total
|
|
Note
|
USD
|
USD
|
USD
|
Balance at 31 December 2021
|
|
53,283,415
|
229,844,348
|
283,127,763
|
Comprehensive loss
|
|
|
|
|
Loss for the year
|
|
-
|
(81,393,833)
|
(81,393,833)
|
Total comprehensive loss for the year
|
|
-
|
(81,393,833)
|
(81,393,833)
|
Balance at 31 December 2022
|
|
53,283,415
|
148,450,515
|
201,733,930
|
Gain for the year
|
|
-
|
6,377,773
|
6,377,773
|
Total comprehensive income for the year
|
|
-
|
6,377,773
|
6,377,773
|
Balance at 31 December 2023
|
|
53,283,415
|
154,828,288
|
208,111,703
|
The financial statements were
approved by the Board of Directors on 18 March 2024 and were signed
on its behalf by:
Alexander Selegenev
Executive Director
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31
DECEMBER 2023
1. Company information
TMT Investments Plc ("TMT" or the
"Company") is a company incorporated in Jersey with its registered
office at 13 Castle Street, St Helier, Jersey, JE1 1ES, Channel
Islands.
The Company was incorporated and
registered on 30 September 2010 in Jersey under the Companies
(Jersey) Law 1991 (as amended) with registration number 106628
under the name TMT Investments Limited. The Company obtained
consent from the Jersey Financial Services Commission pursuant to
the Control of Borrowing (Jersey) Order 1985 on 30 September
2010. On 1 December 2010 the Company re‑registered as a
public company and changed its name to TMT Investments Plc.
The Company's ordinary shares were admitted to trading on the AIM
market of the London Stock Exchange on 10 December 2010.
The memorandum and articles of
association of the Company do not restrict its activities and
therefore it has unlimited legal capacity. The Company's
ability to implement its Investment Policy and achieve its desired
returns will be limited by its ability to identify and acquire
suitable investments. Suitable investment opportunities may
not always be readily available.
The Company seeks to make
investments in any region of the world. The Company invests in
high‑growth technology companies globally across a number of core
specialist sectors. The Company's objective is to generate an
attractive rate of return for shareholders, predominantly through
capital appreciation.
Financial statements of the Company
are prepared by and approved by the Directors in accordance with
International Financial Reporting Standards, UK‑adopted
International Accounting Standards and their interpretations issued
or adopted by the International Accounting Standards Board
("IFRSs"). The Company's accounting reference date is 31
December.
2. Summary of significant accounting policies
2.1. Basis of presentation
The principal accounting policies
applied by the Company in the preparation of these financial
statements are set out below and have been applied
consistently.
The financial statements have been
prepared on a going concern basis, under the historical cost basis
as modified by the fair value of financial assets at FVPL, as
explained in the accounting policies below, and in accordance with
IFRS. Historical cost is generally based on the fair value of
the consideration given in exchange for assets.
The preparation of financial
statements, in compliance with UK adopted International Accounting
Standards, requires the use of certain critical accounting
estimates. It also requires management to exercise judgment in
applying the Company's accounting policies (see note
2.12).
2.2. Going concern
The Directors confirm that, after
giving due consideration to the financial position and expected
cash flows of the Company and due to availability of highly liquid
investments readily realisable for cash should this be needed; they
have a reasonable expectation that the Company will have adequate
cash resources to continue in operational existence for the
foreseeable future, and for at least one year from the date of
approval of these financial statements and they have therefore
adopted the going concern basis in preparing the financial
statements.
2.3. Segmental reporting
Operating segments are reported in a
manner consistent with the internal reporting provided to the chief
operating decision‑maker who is responsible for allocating
resources and assessing performance of the operating segments and
which has been identified as the Board that make strategic
decisions. For the purposes of IFRS 8 'Operating Segments'
the Company currently has one segment, being 'Investing in the TMT
sector'.
Even though the Company only invests
in the TMT sector, there are still geographical disclosures that
need to be made to comply with IFRS 8 'Operating
Segments'.
2.4. Foreign currency translation
Functional and presentation currency
Items included in the financial
statements of the Company are measured in United States Dollars
('US dollars', 'USD' or 'US$'), which is the Company's functional
and presentation currency.
Transactions and balances
Foreign currency transactions are
translated into US$ using the exchange rates prevailing at the
dates of the transactions. Foreign currency monetary items
are translated using the closing rate (i.e. mid‑market price
investments).
Non‑monetary items that are measured
at fair value in a foreign currency are translated using the
exchange rates at the date when the fair value was measured. (i.e.
comparable company analysis and cost‑based investments as these are
effectively re‑fair valued at each year‑end).
Exchange differences arising from
the translation at the year‑end exchange rates of monetary assets
and liabilities denominated in foreign currencies are recognised in
the statement of comprehensive income.
|
Conversion rates,
USD
|
Currency
|
As at
31.12.2023
|
Average
rate,
2023
|
British pounds
|
1.2747
|
1.2393
|
Euro
|
1.1047
|
1.0862
|
2.5. Cash and cash equivalents
Cash and cash equivalents consist of
cash at bank and in hand, deposits held at call with banks, and
other short‑term highly liquid investments with maturities of three
months or less from the date of acquisition.
2.6. Financial assets and liabilities
Recognition and
measurement
The Company recognises financial
assets and liabilities when it becomes party to the contractual
provisions of the instrument. Financial assets are derecognised
when the contractual rights to the cash flows from the financial
asset expire, or when the financial asset and substantially all the
risks and rewards are transferred. A financial liability is
derecognised when it is extinguished, discharged, cancelled or
expires. Financial assets are initially measured at fair value
adjusted for transaction costs (where applicable). Financial assets
are classified into the following categories:
·
amortised cost;
·
fair value through profit or loss (FVPL);
and
·
fair value through other comprehensive income
(FVOCI).
In the periods presented, the
Company did not have any financial assets categorised as
FVOCI. The classification is determined by both:
·
the entity's business model for managing the
financial asset; and
·
the contractual cash flow characteristics of the
financial asset.
Subsequent
measurement
FVPL
All financial investments of the
Company are measured at fair value through profit or loss and are
subject to a fair value revaluation at year end date.
The Company manages its investments
with a view of profiting from the receipt of dividends and changes
in fair value of equity investments. Financial assets of the
Company comprise of listed and unlisted equity investments,
convertible promissory notes and SAFEs. All the financial assets
are not for trading and are classified as financial assets at FVPL.
Directly attributable transaction costs are recognised in profit or
loss as incurred. Financial assets at fair value through profit or
loss are measured at fair value, and changes therein are recognised
in profit or loss.
When measuring the fair value of a
financial instrument, the Company uses relevant transactions during
the year or shortly after the year end, which gives an indication
of fair value and considers other valuation methods to provide
evidence of value. The "price of recent investment" methodology is
used mainly for venture capital investments, and the fair value is
derived by reference to the most recent financing round or sizeable
partial disposal. Fair value change is only recognised if that
round involved a new external investor. From time to time, the
Company may assess the fair value in the absence of a relevant
independent transaction by relying on other market observable data
and valuation techniques, such as the analysis of comparable
companies and/or comparable transactions. The nature of such
valuation techniques is highly judgmental and dependent on the
market sentiment at the time of the analysis.
Fair values are categorised
into different levels in a fair value hierarchy based on the inputs
used in the valuation techniques as follows:
Level 1:
The fair value of financial instruments traded in
active markets is based on quoted market prices at the end of the
reporting period. The quoted market price used for financial assets
held by the Company is the mid‑market price at the time. These
instruments are included in level 1.
Level 2:
The fair value of financial instruments that are
not traded in an active market is determined using valuation
techniques which maximise the use of observable market data and
rely as little as possible on entity specific estimates. Specific
valuation techniques used to value financial instruments include
the use of quoted market prices or dealer quotes for similar
instruments.
Level 3:
If one or more of the significant inputs is not
based on observable market data, the instrument is included in
level 3.
Transfers between levels of the fair
value hierarchy, for the purpose of preparing these financial
statements, are deemed to have occurred at the beginning of the
reporting period.
Where an active market is
established for an investment it is classified to level 1 with a
mid‑market price valuation methodology applied. Where observable
market data becomes available for an investment, including for
comparable companies within an active market, it is classified to
level 2 with comparable company analysis used as the valuation
methodology. The investment otherwise remains classified to level
3, with the cost of investment or price of recent investment
valuation methodology applied.
Financial assets that qualify as an
associate, as 20% or more of the voting rights are held by the
company, are exempt from IAS 28 'Investments in Associates', as TMT
is a venture capital organisation. Such investments are therefore
treated as financial assets at FVPL.
Financial assets at amortised
cost
Financial assets are measured at
amortised cost if the assets meet the following
conditions:
·
they are held within a business model whose
objective is to hold the financial assets and collect its
contractual cash flows; and
·
the contractual terms of the financial assets give
rise to cash flows that are solely payments of principal and
interest on the principal amount outstanding.
After initial recognition, these are
measured at amortised cost using the effective interest method.
Discounting is omitted where the effect of discounting is
immaterial. The Company's cash and cash equivalents, trade and
other receivables fall into this category of financial
instruments.
Impairment of Financial
Assets
In relation to the impairment of
financial assets, IFRS 9 requires an expected credit loss model to
be applied. The expected credit loss model requires the Company to
account for expected credit losses and changes in those expected
credit losses at each reporting date to reflect changes in credit
risk since initial recognition of the financial assets. IFRS 9
requires the Company to recognise a loss allowance for expected
credit losses on receivables. In particular, IFRS 9 requires the
Company to measure the loss allowance for a financial instrument at
an amount equal to the lifetime expected credit losses (ECL) if the
credit risk on that financial instrument has increased
significantly since initial recognition, or if the financial
instrument is a purchased or originated credit‑impaired financial
asset. However, if the credit risk on a financial instrument has
not increased significantly since initial recognition, the Company
is required to measure the loss allowance for that financial
instrument at an amount equal to 12 months ECL.
Income
Interest income from convertible
notes receivable is recognised as it accrues by reference to the
principal outstanding and the effective interest rate applicable,
which is the rate that exactly discounts the estimated future cash
flows through the expected life of the financial asset to the
asset's carrying value.
2.7. Net finance income
Net finance income comprises
interest income on deposits, bank balances and other cash
equivalents. Interest income is recognised as it accrues in the
statement of comprehensive income, using the effective interest
method.
2.8. Taxation
The tax currently payable is based
on taxable profit for the year. Taxable profit differs from net
profit as reported in the profit and loss account because it
excludes items of income or expense that are taxable or deductible
in other years and it further excludes items that are never taxable
or deductible. The company's liability for current tax is
calculated using tax rates that have been enacted or substantively
enacted by the reporting end date.
Deferred tax is provided in full
using the liability method, on temporary differences arising
between the tax bases of assets and liabilities and their carrying
amounts in the financial statements. Deferred tax is not
accounted for if it arises from initial recognition of an asset or
liability in a transaction other than a business combination that,
at the time of the transaction, affects neither accounting nor
taxable profit or loss. Deferred tax is determined using tax
rates that are expected to apply when the related deferred tax
asset is realised or when the deferred tax liability is
settled. Deferred tax assets are recognised to the extent
that it is probable that future taxable profits will be available
against which the temporary differences can be utilised.
The Company is incorporated in
Jersey. There are not any tax expenses recognised in the Statement
of comprehensive income as the Company's current income tax rate in
Jersey is 0%.
2.9. Equity instruments
Ordinary shares are classified as
equity. Costs directly attributable to the issue of new
shares are shown in equity as a deduction from the
proceeds.
2.10. New IFRSs and interpretations
The following standards and
amendments became effective from 1 January 2023, but did not have
any impact on the Company:
·
IFRS 17 Insurance Contracts;
·
Amendments to IFRS 17 - Initial Application of
IFRS 17 & IFRS 9 (Comparative Information);
·
Amendments to IAS 1 ‑ Presentation of Financial
Statements (Classification of Liabilities as Current or
Non‑current);
·
Amendments to IAS 1 and IFRS Practice Statement 2
- Making Materiality Judgements (Disclosure of Accounting
Policies);
·
Amendments to IAS 12 - Income Taxes (Deferred Tax
related to Assets and Liabilities arising from a Single
Transaction);
·
Amendments to IAS 8 - Accounting Policies, Changes
in Accounting Estimates and Errors (Definition of Accounting
Estimates).
2.11. Future IFRS changes
The following table summarises
changes to IFRS adoption which is mandatory for periods beginning
in 2024 and beyond:
Standard
|
Effective
date
|
Overview
|
Amendment to IFRS 16 - Leases on
sale and leaseback
|
1 January 2024 (early adoption
permitted)
|
These amendments include
requirements for sale and leaseback transactions in IFRS 16 to
explain how an entity accounts for a sale and leaseback after the
date of the transaction. Sale and leaseback transactions where some
or all the lease payments are variable lease payments that do not
depend on an index or rate are most likely to be
impacted.
|
Amendment to IAS 1 - Non‑current
liabilities with covenants
|
1 January 2024 (early adoption
permitted)
|
These amendments clarify how
conditions with which an entity must comply within twelve months
after the reporting period affect the classification of a
liability. The amendments also aim to improve information an entity
provides related to liabilities subject to these
conditions.
|
Amendment to IAS 7 and IFRS 7 ‑
Supplier finance
|
1 January 2024 (early adoption
permitted)
|
These amendments require disclosures
to enhance the transparency of supplier finance arrangements and
their effects on an entity's liabilities, cash flows and exposure
to liquidity risk. The disclosure requirements are the IASB's
response to investors' concerns that some companies' supplier
finance arrangements are not sufficiently visible, hindering
investors' analysis.
|
Amendments to IAS 21 ‑ Lack of
Exchangeability
|
1 January 2024 (early adoption
permitted)
|
An entity is impacted by the
amendments when it has a transaction or an operation in a foreign
currency that is not exchangeable into another currency at a
measurement date for a specified purpose. A currency is
exchangeable when there is an ability to obtain the other currency
(with a normal administrative delay), and the transaction would
take place through a market or exchange mechanism that creates
enforceable rights and obligations.
|
These changes are not expected
to have any impact on the Company in 2024
and beyond.
2.12. Accounting estimates and judgements
Estimates and judgements need to be
regularly evaluated and are based on historical experience and
other factors, including expectations of future events that are
believed to be reasonable under the circumstances. The
Company makes estimates and assumptions concerning the
future. The resulting accounting estimates will, by
definition, rarely equal the related actual results.
The estimates and underlying
assumptions are reviewed on an on‑going basis. Revisions to
accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period or in
the period of the revision and future periods if the revision
affects both current and future periods.
The estimates significant to the
financial statements during the year and at the year‑end is the
consideration of the fair value of financial assets at FVPL as set
out in the relevant accounting policies shown above. A number of
the financial assets at FVPL held by the Company are at an early
stage of their development. The Company cannot yet carry out
regular reliable fair value estimates of some of these
investments. Future events or transactions involving the
companies invested in may result in more accurate valuations of
their fair values (either upwards or downwards) which may affect
the Company's overall net asset value.
As summarised in note 10 the Company
has investments held at year‑end of US$96,422,492 (2022:
US$94,755,170)
classified as level 2 in the fair value hierarchy, valued on a
comparable company analysis basis. The Company has a further
US$80,653,740 (2022: US$77,512,433) classified as level 3,
valued at cost or price of recent investment (less any currency
exchange‑related impairment charges). Generally, when impairments are
used in the comparable company valuation methodology, impairments
are allocated on a 50%‑66% basis when management determine that
there is increased uncertainty over the investee's business
prospects and/or exit strategy, or a 100% basis when management
determine that the investment is unlikely to be recovered. Readers
of these financial statements should consider the inherent
uncertainty principle involved when considering these investment
valuations.
3. Gains/(Losses) on investments
|
For the year ended
31/12/2023
|
For the year ended
31/12/2022
|
|
USD
|
USD
|
Gross interest income from
convertible notes receivable
|
6,213
|
40,012
|
Net
interest income from convertible notes receivable
|
6,213
|
40,012
|
Gains/(Losses) on changes in fair
value of financial assets at FVPL
|
7,341,554
|
(79,638,928)
|
Impairment of receivables
|
(52,510)
|
(249,060)
|
Other gains/(losses) on
investment
|
62,303
|
(16,898)
|
Total net gains/(losses) on investments
|
7,357,560
|
(79,864,874)
|
During the year ended 31 December
2023, impairment losses related to receivables for previously
disposed investments of US$52,510 were recognised (2022:
US$249,060).
4. Segmental analysis
Geographic information
The Company has investments in the
following geographic areas: the USA, Canada, Estonia, the United
Kingdom, Portugal, BVI and the Cayman Islands.
Non‑current financial assets
|
USA
and
Canada
|
Cayman
Islands
|
BVI
|
Estonia
|
Cyprus
|
United
Kingdom
|
Portugal
|
Total
|
As
at 31/12/ 2023
|
USD
|
USD
|
USD
|
USD
|
USD
|
USD
|
USD
|
USD
|
Equity investments
|
73,579,189
|
-
|
1,695,398
|
74,200,126
|
-
|
34,987,820
|
-
|
184,462,533
|
Convertible notes &
SAFEs
|
16,517,060
|
1,030,000
|
-
|
-
|
-
|
-
|
1,077,083
|
18,624,143
|
Total
|
90,096,249
|
1,030,000
|
1,695,398
|
74,200,126
|
-
|
34,987,820
|
1,077,083
|
203,086,676
|
|
USA
and
Canada
|
Cayman
Islands
|
BVI
|
Estonia
|
Cyprus
|
United
Kingdom
|
Portugal
|
Total
|
As
at 31/12/ 2022
|
USD
|
USD
|
USD
|
USD
|
USD
|
USD
|
USD
|
USD
|
Equity investments
|
66,393,603
|
-
|
3,255,052
|
71,759,682
|
330,000
|
30,481,358
|
-
|
172,219,695
|
Convertible notes &
SAFEs
|
14,800,030
|
1,030,000
|
-
|
1,628,090
|
4,100,000
|
601,950
|
880,770
|
23,040,840
|
Total
|
81,193,633
|
1,030,000
|
3,255,052
|
73,387,772
|
4,430,000
|
31,083,308
|
880,770
|
195,260,535
|
5. Administrative expenses
Administrative expenses include the
following amounts:
|
For the year ended
31/12/2023
|
For the year ended
31/12/2022
|
|
USD
|
USD
|
Staff expenses (note 6)
|
845,218
|
825,366
|
Professional fees
|
270,695
|
326,651
|
Legal fees
|
26,818
|
82,941
|
Bank and LSE charges
|
16,507
|
15,069
|
Audit fees
|
50,985
|
59,577
|
Accounting fees
|
20,070
|
17,480
|
Other expenses
|
92,589
|
116,311
|
|
1,322,882
|
1,443,395
|
6. Staff expenses
|
For the year ended
31/12/2023
|
For the year ended
31/12/2022
|
|
USD
|
USD
|
Directors' fees
|
216,818
|
212,166
|
Wages and salaries
|
628,400
|
613,200
|
|
845,218
|
825,366
|
Wages and salaries shown above
include fees and salaries relating to the year ended 31 December
2023.
The Directors' fees for 2023 were as
follows:
|
For the year ended
31/12/2023
|
For the year ended
31/12/2022
|
|
USD
|
USD
|
Alexander Selegenev
|
113,750
|
110,000
|
Yuri Mostovoy
|
56,250
|
55,000
|
James Joseph Mullins
|
28,077
|
27,081
|
Petr Lanin
|
-
|
9,347
|
Andrea Nastaj
|
18,741
|
10,738
|
|
216,818
|
212,166
|
The Directors' fees shown above are
all classified as 'short term employment benefits' under
International Accounting Standard 24. The Directors do not receive
any pension contributions or other benefits. The average number of
staff employed (excluding Directors) by the Company during the year
was 7 (2022: 7).
Key management personnel of the
Company are defined as those persons having authority and
responsibility for the planning, directing and controlling the
activities of the Company, directly or indirectly. Key
management of the Company are therefore considered to be the
Directors of the Company. There were no transactions with the
key management, other than their fees and reimbursement of business
expenses.
Under the Company's Bonus Plan,
subject to achieving a minimum hurdle NAV and high watermark
conditions, the team receives an annual cash bonus equal to 10% of
the net increases in the Company's NAV, adjusted for any changes in
the Company's equity capital resulting from issuance of new shares,
dividends, share buy‑backs and similar corporate transactions. The
Company`s bonus year runs from 1 January to 31 December. As the
Company's adjusted NAV did not exceed the previously achieved high
watermark during the financial year, no bonus accrued for the year
ended 31 December 2023.
7. Net finance income
|
For the year ended
31/12/2023
|
For the year ended
31/12/2022
|
|
USD
|
USD
|
Interest income
|
263,441
|
9,729
|
|
263,441
|
9,729
|
8. Income tax expense
The Company is incorporated in
Jersey. No tax reconciliation note has been presented as
the Company's current income tax rate in Jersey is 0%.
9. Gain/(Loss) per share
The calculation of basic gain per
share is based upon the net losses for the year ended 31 December
2023 attributable to the ordinary shareholders of US$6,377,773
(2022: net loss of US$81,393,833) and the weighted average number
of ordinary shares outstanding calculated as follows:
Gain per share
|
For the year ended
31/12/2023
|
For the year ended
31/12/2022
|
Basic gain/(loss) per share (cents
per share)
|
20.28
|
(258.78)
|
Gain/(Loss) attributable to equity
holders of the entity
|
6,377,773
|
(81,393,833)
|
The weighted average number of
ordinary shares outstanding was calculated as follows:
|
For the year ended
31/12/2023
|
For the year ended
31/12/2022
|
Weighted average number of shares in issue
|
|
|
Ordinary shares
|
31,451,538
|
31,451,538
|
|
31,451,538
|
31,451,538
|
10. Non‑current financial
assets
Reconciliation of fair value
measurements of non‑current financial assets:
|
At 31 December
2023
|
At 31 December
2022
|
Investments held at fair value through profit and loss,
USD:
|
|
|
‑ listed and unlisted shares
(i)
|
184,462,533
|
172,219,695
|
‑ promissory notes (ii)
|
1,600,030
|
4,830,070
|
‑ SAFEs (iii)
|
17,024,113
|
18,210,770
|
|
203,086,676
|
195,260,535
|
|
At 31 December
2023
|
At 31 December
2022
|
|
USD
|
USD
|
Opening valuation
|
195,260,535
|
265,454,136
|
Purchases (including consulting
fees)
|
4,686,489
|
9,608,593
|
Disposal proceeds
|
(4,201,902)
|
(163,266)
|
Impairment losses in the
year
|
(10,289,184)
|
(1,280,016)
|
Realised loss
|
1,098,401
|
-
|
Unrealised gains/(losses)
|
16,532,337
|
(78,358,912)
|
Closing valuation
|
203,086,676
|
195,260,535
|
Movement in unrealised gains/(losses)
|
|
|
Opening accumulated unrealised
gains
|
118,262,354
|
195,706,888
|
Unrealised gains/(losses)
|
16,532,337
|
(78,358,912)
|
Transfer of previously unrealised
gains/(losses) to realised reserve on disposal of
investments
|
(1,605,184)
|
914,378
|
Closing accumulated unrealised gains
|
133,189,507
|
118,262,354
|
Reconciliation of investments, if
held under the cost and price of recent investment
model:
Historic cost basis
|
|
|
Opening book cost
|
76,998,181
|
69,747,248
|
Purchases (including consulting
fees)
|
4,686,489
|
9,608,593
|
Disposals on sale of
investment
|
(1,498,317)
|
(57,660)
|
Impairment losses in the
year
|
(10,289,184)
|
(2,300,000)
|
Closing book cost
|
69,897,169
|
76,998,181
|
Valuation methodology
|
|
|
Level 1 ‑ Mid‑market price
|
26,010,444
|
22,992,932
|
Level 2 ‑ Comparable company
analysis
|
96,422,492
|
94,755,170
|
Level 3 ‑ Cost or price of recent
investment
|
80,653,740
|
77,512,433
|
|
203,086,676
|
195,260,535
|
The estimates significant to the
financial statements during the year and at the year‑end is the
consideration of the fair value of financial assets at FVPL as set
out in the relevant accounting policies shown above. A number of
the financial assets at FVPL held by the Company are at an early
stage of their development. The Company cannot yet carry out
regular reliable fair value estimates of some of these
investments. Future events or transactions involving the
companies invested in may result in more accurate valuations of
their fair values (either upwards or downwards) which may affect
the Company's overall net asset value.
Valuation methodologies can be
changed from time to time, the following table shows the changes
made for 2023 compared to 2022. These investments were held at cost
or price of recent investments of the total value of US$7,876,217
as of 31 December 2022:
Company name
|
2023
|
2022
|
Cheetah (Go‑X)
|
Comparable company analysis
|
Cost and
price of recent investment
|
Muncher
|
Comparable company analysis
|
Cost and
price of recent investment
|
Qumata
|
Comparable company analysis
|
Cost and
price of recent investment
|
The following table shows the
changes made for 2022 compared to 2021. These investments were held
at cost or price of recent investments of the total value of
US$133,457,069 as of 31 December 2021:
Company name
|
2022
|
2021
|
3D Look
|
Comparable company analysis
|
Cost or
price of recent investment
|
Affise
|
Comparable company analysis
|
Cost or
price of recent investment
|
Academy of change
|
Comparable company analysis
|
Cost or
price of recent investment
|
Bolt
|
Comparable company analysis
|
Cost or
price of recent investment
|
EstateGuru
|
Comparable company analysis
|
Cost or
price of recent investment
|
MEL Science
|
Comparable company analysis
|
Cost or
price of recent investment
|
Moeco
|
Comparable company analysis
|
Cost or
price of recent investment
|
PandaDoc
|
Comparable company analysis
|
Cost or
price of recent investment
|
Scalarr
|
Comparable company analysis
|
Cost or
price of recent investment
|
Study Space, Inc (EdVibe)
|
Comparable company analysis
|
Cost or
price of recent investment
|
Wanelo
|
Comparable company analysis
|
Cost or
price of recent investment
|
The list of fully impaired
investments, in which the Company still maintained ownership as of
31 December 2023, was as follows:
Company name
|
Investment
amount (USD)
|
Year of
impairment
|
Rollapp
|
350,000
|
2018
|
UsingMiles/Help WW/Source
Inc.
|
250,000
|
2018
|
Favim
|
300,000
|
2018
|
AdInch
|
1,000,000
|
2018
|
E2C
|
124,731
|
2020
|
Drupe
|
225,000
|
2019
|
Virool/Turgo
|
600,000
|
2017
|
Sixa
|
900,000
|
2019
|
Usual Beverage Co.
|
300,000
|
2022
|
StudyFree
|
1,000,000
|
2022
|
Wanelo
|
355,000
|
2023
|
Rocket Games (Legionfarm)
|
1,650,000
|
2023
|
Scalarr
|
1,999,999
|
2023
|
Academy of change
|
1,000,000
|
2023
|
Conte.ai/Postoplan
|
1,784,185
|
2023
|
Metrospeedy
|
1,000,000
|
2023
|
BaFood
|
2,500,000
|
2023
|
Total
|
15,338,915
|
|
Financial assets at fair value
through profit or loss are measured at fair value, and changes
therein are recognised in profit or loss.
When measuring the fair value of a
financial instrument, the Company uses relevant transactions during
the year or shortly after the year end, which gives an indication
of fair value and considers other valuation methods to provide
evidence of value. The "price of recent investment" methodology is
used mainly for venture capital investments, and the fair value is
derived by reference to the most recent financing round or sizeable
partial disposal. Fair value change is only recognised if that
round or partial disposal involved a new external investor. From
time to time, the Company may assess the fair value in the absence
of a relevant independent transaction by relying on other market
observable data and valuation techniques, such as the analysis of
comparable companies and/or comparable transactions. The nature of
such valuation techniques is highly judgmental and dependent on the
market sentiment at the time of the analysis.
(i) Equity investments as
at 31 December 2023:
Investee company
|
Date of
initial investment
|
Value at 1
Jan 2023, USD
|
Additions
to equity investments during the period, USD
|
Conversions from loan notes and SAFEs, USD
|
Gain/loss
from changes in fair value of equity investments, USD
|
Disposals,
USD
|
Value at
31 Dec 2023, USD
|
Fully
diluted equity stake owned
|
Wanelo
|
21.11.2011
|
602,447
|
-
|
-
|
(602,447)
|
-
|
-
|
<5%
|
Backblaze
|
24.07.2012
|
22,992,931
|
-
|
-
|
5,361,765
|
(2,344,253)
|
26,010,443
|
5‑10%
|
Remote.it
|
13.06.2014
|
131,200
|
-
|
-
|
-
|
-
|
131,200
|
<5%
|
Bolt
|
15.09.2014
|
69,756,984
|
-
|
-
|
2,424,114
|
-
|
72,181,098
|
<5%
|
PandaDoc
|
11.07.2014
|
10,844,468
|
-
|
-
|
(2,830,644)
|
-
|
8,013,824
|
<5%
|
Full Contact
|
11.01.2018
|
244,506
|
-
|
-
|
-
|
-
|
244,506
|
<5%
|
Scentbird
|
13.04.2015
|
6,590,954
|
-
|
-
|
418,646
|
-
|
7,009,600
|
<5%
|
Workiz
|
16.05.2016
|
3,971,659
|
-
|
-
|
-
|
-
|
3,971,659
|
<5%
|
Hugo
|
19.01.2019
|
3,255,052
|
-
|
-
|
(40)
|
(1,559,614)
|
1,695,398
|
<5%
|
MEL Science
|
25.02.2019
|
905,656
|
-
|
-
|
-
|
-
|
905,656
|
<5%
|
Qumata
|
06.06.2019
|
1,818,822
|
-
|
-
|
(909,411)
|
-
|
909,411
|
<5%
|
eAgronom
|
31.08.2018
|
454,678
|
-
|
-
|
(37,465)
|
-
|
417,213
|
<5%
|
Rocket Games (Legionfarm)
|
16.09.2019
|
200,000
|
-
|
-
|
(200,000)
|
-
|
-
|
<5%
|
Timbeter
|
05.12.2019
|
213,520
|
-
|
-
|
7,420
|
-
|
220,940
|
<5%
|
Classtag
|
03.02.2020
|
200,000
|
-
|
200,000
|
(101,965)
|
(298,035)
|
-
|
<5%
|
3S Money Club
|
07.04.2020
|
14,090,596
|
-
|
-
|
3,016,809
|
-
|
17,107,405
|
10‑15%
|
Hinterview
|
21.09.2020
|
812,730
|
-
|
-
|
47,796
|
|
860,526
|
<5%
|
Virtual Mentor (Allright)
|
12.11.2020
|
772,500
|
-
|
-
|
-
|
-
|
772,500
|
<5%
|
NovaKid
|
13.11.2020
|
2,949,855
|
-
|
-
|
-
|
-
|
2,949,855
|
<5%
|
MTL Financial (OutFund)
|
17.11.2020
|
2,565,918
|
-
|
-
|
150,899
|
-
|
2,716,817
|
<5%
|
Scalarr
|
15.08.2019
|
1,378,282
|
-
|
-
|
(1,378,282)
|
-
|
-
|
5‑10%
|
Accern
|
21.08.2019
|
2,873,884
|
-
|
-
|
-
|
-
|
2,873,884
|
<5%
|
Feel
|
13.08.2020
|
3,653,220
|
-
|
-
|
214,842
|
-
|
3,868,062
|
10‑15%
|
Affise
|
18.09.2019
|
1,795,680
|
-
|
-
|
-
|
-
|
1,795,680
|
5‑10%
|
3D Look
|
03.03.2021
|
500,000
|
-
|
-
|
-
|
-
|
500,000
|
<5%
|
FemTech
|
30.03.2021
|
810,606
|
55,084
|
-
|
51,017
|
-
|
916,707
|
5‑10%
|
Muncher
|
23.04.2021
|
3,707,395
|
-
|
2,000,000
|
(2,853,697)
|
-
|
2,853,698
|
5‑10%
|
CyberWrite
|
20.05.2021
|
975,741
|
100,000
|
-
|
-
|
-
|
1,075,741
|
<5%
|
Outvio
|
22.06.2021
|
533,800
|
-
|
-
|
18,550
|
-
|
552,350
|
<5%
|
Collectly
|
07.06.2023
|
-
|
-
|
6,449,328
|
-
|
-
|
6,449,328
|
<5%
|
VertoFX
|
16.07.2021
|
1,132,999
|
-
|
-
|
-
|
-
|
1,132,999
|
<5%
|
Academy of change
|
02.08.2021
|
330,000
|
-
|
-
|
(330,000)
|
-
|
-
|
|
EstateGuru
|
06.09.2021
|
800,700
|
-
|
-
|
27,825
|
-
|
828,525
|
<5%
|
Prodly
|
09.09.2021
|
1,800,000
|
-
|
-
|
-
|
-
|
1,800,000
|
<5%
|
Sonic Jobs
|
15.09.2021
|
620,009
|
-
|
-
|
283,666
|
-
|
903,675
|
<5%
|
EdVibe (Study Space, Inc)
|
02.11.2021
|
750,000
|
-
|
-
|
-
|
-
|
750,000
|
5‑10%
|
1Fit (Alippe, Inc)
|
24.12.2021
|
500,000
|
-
|
-
|
1,080,320
|
-
|
1,580,320
|
<5%
|
Agendapro
|
03.09.2021
|
515,000
|
-
|
-
|
395,609
|
-
|
910,609
|
<5%
|
Laundryheap
|
28.01.2022
|
1,203,801
|
-
|
601,950
|
993,810
|
-
|
2,799,561
|
<5%
|
My Device Inc
|
30.11.2021
|
-
|
-
|
1,789,241
|
-
|
-
|
1,789,241
|
5‑10%
|
SOAX
|
21.01.2022
|
4,000,000
|
-
|
-
|
-
|
-
|
4,000,000
|
5‑10%
|
Spin.ai
|
17.12.2018
|
964,102
|
-
|
-
|
-
|
-
|
964,102
|
<5%
|
Total
|
|
172,219,695
|
155,084
|
11,040,519
|
5,249,137
|
(4,201,902)
|
184,462,533
|
|
(ii) Convertible loan
notes as at 31 December 2023:
Investee company
|
Date of
initial investment
|
Value at 1
Jan 2023, USD
|
Additions
to convertible note investments during the period, USD
|
Conversions to equity, USD
|
Gain/loss
from changes in fair value of convertible loan notes,
USD
|
Disposals,
USD
|
Value at
31 Dec 2023, USD
|
Sharethis
|
26.03.2013
|
570,030
|
-
|
-
|
-
|
-
|
570,030
|
Conte.ai/ Postoplan
|
08.12.2020
|
1,628,090
|
-
|
-
|
(1,628,090)
|
-
|
-
|
Metrospeedy
|
16.07.2021
|
1,000,000
|
-
|
-
|
(1,000,000)
|
-
|
-
|
MedVidi
|
27.09.2021
|
1,030,000
|
-
|
-
|
-
|
-
|
1,030,000
|
Laundryheap
|
21.11.2022
|
601,950
|
-
|
(601,950)
|
-
|
-
|
-
|
Total
|
|
4,830,070
|
-
|
(601,950)
|
(2,628,090)
|
-
|
1,600,030
|
(iii) SAFEs as at 31
December 2023:
Investee company
|
Date of
initial investment
|
Value at 1
Jan 2023, USD
|
Additions
to SAFE investments during the period, USD
|
Conversions to equity, USD
|
Gain/loss
from changes in fair value of SAFE investments, USD
|
Disposals,
USD
|
Value at
31 Dec 2023, USD
|
Cheetah (Go‑X)
|
29.07.2019
|
350,000
|
-
|
-
|
(175,000)
|
-
|
175,000
|
Adwisely (Retarget)
|
24.09.2019
|
1,600,000
|
-
|
-
|
-
|
-
|
1,600,000
|
Rocket Games (Legionfarm)
|
17.09.2019
|
1,450,000
|
-
|
-
|
(1,450,000)
|
-
|
-
|
Classtag
|
03.02.2020
|
200,000
|
-
|
(200,000)
|
-
|
-
|
-
|
Moeco
|
08.07.2020
|
500,000
|
-
|
-
|
-
|
-
|
500,000
|
Aurabeat
|
03.05.2021
|
1,030,000
|
-
|
-
|
-
|
-
|
1,030,000
|
Synder (CloudBusiness Inc)
|
26.05.2021
|
2,060,000
|
-
|
-
|
1,368,571
|
-
|
3,428,571
|
Collectly
|
13.07.2021
|
2,060,000
|
-
|
(6,449,328)
|
4,389,328
|
-
|
-
|
OneNotary (Adorum)
|
01.10.2021
|
500,000
|
-
|
-
|
-
|
-
|
500,000
|
BaFood
|
05.11.2021
|
2,500,000
|
-
|
-
|
(2,500,000)
|
-
|
-
|
Educate online
|
16.11.2021
|
1,000,000
|
-
|
-
|
1,847,458
|
-
|
2,847,458
|
My Device Inc
|
30.11.2021
|
1,050,000
|
-
|
(1,789,241)
|
739,241
|
-
|
-
|
Mobilo (Lulu Systems, Inc)
|
09.12.2021
|
1,030,000
|
200,000
|
-
|
470,000
|
-
|
1,700,000
|
Muncher
|
13.12.2021
|
2,000,000
|
-
|
(2,000,000)
|
-
|
-
|
-
|
Bairro
|
12.01.2022
|
880,770
|
165,405
|
-
|
30,909
|
-
|
1,077,084
|
1Fit (Alippe, Inc)
|
19.04.2023
|
-
|
500,000
|
-
|
-
|
-
|
500,000
|
GameOn
|
19.06.2023
|
-
|
1,030,000
|
-
|
-
|
-
|
1,030,000
|
Phoenix
|
29.05.2023
|
-
|
515,000
|
-
|
-
|
-
|
515,000
|
Montera
|
02.08.2023
|
-
|
721,000
|
-
|
-
|
-
|
721,000
|
Rain Technologies Inc.
|
17.10.2023
|
-
|
1,000,000
|
-
|
-
|
-
|
1,000,000
|
Praktika.ai
|
29.12.2023
|
-
|
400,000
|
-
|
-
|
-
|
400,000
|
Total
|
|
18,210,770
|
4,531,405
|
(10,438,569) |
4,720,507
|
-
|
17,024,113
|
11. Trade and other
receivables
|
At 31 December
2023
|
At 31 December
2022
|
|
USD
|
USD
|
Prepayments
|
60,914
|
42,550
|
Other receivables
|
18,145
|
1,219,506
|
Interest receivable on promissory
notes
|
66,917
|
113,214
|
Interest receivable on
deposit
|
5,932
|
7,541
|
|
151,908
|
1,382,811
|
The fair value of trade and other
receivables approximate to their carrying amounts as presented
above.
Other receivables as of 31 December
2023 represented amounts due from the disposed investment in
Classtag.
12. Cash and cash
equivalents
The cash and cash equivalents as at
31 December 2023 included cash and cash equivalents in banks and
brokers.
Cash and cash equivalents comprised
the following:
|
At 31 December
2023
|
At 31 December
2022
|
|
USD
|
USD
|
Treasury bills
|
1,732,693
|
-
|
Deposits
|
1,164,380
|
2,502,188
|
Bank balances
|
3,693,862
|
7,600,495
|
|
6,590,935
|
10,102,683
|
The following table represents an
analysis of cash and equivalents by rating agency designation based
on Moody`s rating or their equivalent:
|
At 31 December
2023
|
At 31 December
2022
|
Bank balances
|
USD
|
USD
|
C rating
|
119,041
|
7,587,687
|
Caa2 rating
|
3,566,010
|
-
|
Baa3 rating
|
1,736
|
2,447
|
Not rated
|
7,075
|
10,361
|
|
3,693,862
|
7,600,495
|
|
At 31 December
2023
|
At 31 December
2022
|
Deposits
|
USD
|
USD
|
A1 rating
|
1,164,380
|
2,502,188
|
|
1,164,380
|
2,502,188
|
|
At 31 December
2023
|
At 31 December
2022
|
Treasury bills
|
USD
|
USD
|
AAA rating
|
1,732,693
|
-
|
|
1,732,693
|
-
|
13. Trade and other
payables
|
At 31 December
2023
|
At 31 December
2022
|
|
USD
|
USD
|
Salaries payable
|
16,000
|
81,838
|
Directors' fees payable
|
12,622
|
66,100
|
Bonuses payable
|
1,638,709
|
4,817,785
|
Trade payables
|
10,156
|
7,702
|
Other current liability
|
162
|
3,307
|
Accruals
|
40,167
|
35,367
|
|
1,717,816
|
5,012,099
|
The fair value of trade and other
payables approximate to their carrying amounts as presented
above.
14. Share
capital
On 31 December 2023 the Company had
an authorised share capital of unlimited ordinary shares of no par
value and had issued ordinary share capital of:
|
At 31 December
2023
|
At 31 December
2022
|
|
USD
|
USD
|
Share capital
|
53,283,415
|
53,283,415
|
Issued capital comprises:
|
Number
|
Number
|
Fully paid ordinary shares
|
31,451,538
|
31,451,538
|
|
Number of
shares
|
Number of
shares
|
Balance at 31 December 2022
|
31,451,538
|
31,451,538
|
Issue of ordinary shares
|
-
|
-
|
Balance at 31 December 2023
|
31,451,538
|
31,451,538
|
15. Capital
management
The capital structure of the Company
consists of equity share capital, reserves, and retained
earnings.
The Board's policy is to maintain a
strong capital base so as to maintain investor and market
confidence and to enable the successful future development of the
business.
The Company is not subject to
externally imposed capital requirements.
No changes were made to the
objectives, policies and process for managing capital during the
year.
16. Financial risk management and
financial instruments
The Company has identified the
following risks arising from its activities and has established
policies and procedures to manage these risks. The Company's
principal financial assets are cash and cash equivalents,
investments in equity shares, and convertible notes
receivable.
Credit risk
As at 31 December 2023 the largest
exposure to credit risk related to convertible notes receivable and
SAFEs (US$18,624,143, as at 31 December 2022 ‑ US$23,040,840), and
cash and cash equivalents (US$6,590,935, as at 31 December 2022 ‑
US$10,102,683).
The Company's exposure to credit
risk is influenced mainly by the individual characteristics of each
investee company. The credit quality of investments in equity
shares and convertible promissory notes is based on the financial
performance of the individual portfolio companies. For those assets
that are not impaired it is believed that the risk of default is
small and that capital repayments and interest payments will be
made in accordance with the agreed terms and conditions of the
Company's investment. In other cases, an appropriate asset
impairment is recorded to reflect the fair value. The exposure to
credit risk is approved and monitored on an on‑going basis
individually for all significant investee companies.
The exposure risk is reduced because
the counterparties are banks with high credit ratings ("BBB+"
Liquidity banks) assigned by international credit rating agencies.
The Directors intend to continue to spread the risk by holding the
Company's cash reserves in more than one financial
institution.
(i)
Exposure to credit risk
The carrying amount of the following
assets represents the maximum credit exposure. The maximum exposure
to credit risk as at 31 December was as follows:
|
At 31 December
2023
|
At 31 December
2022
|
|
USD
|
USD
|
Convertible notes receivable &
SAFEs
|
18,624,143
|
23,040,840
|
Trade and other
receivables
|
151,908
|
1,382,811
|
Cash and cash equivalents
|
6,590,935
|
10,102,683
|
|
25,366,986
|
34,526,334
|
Market risk
The Company's financial assets are
classified as financial assets at FVPL. The measurement of the
Company's investments in equity shares and convertible notes is
largely dependent on the underlying trading performance of the
investee companies, but the valuation and other items in the
financial statements can also be affected by fluctuations in
interest and currency exchange rates.
Interest rate risk
Changes in interest rates impact
primarily cash and cash equivalents by changing either their fair
value (fixed rate deposits) or their future cash flows (variable
rate deposits). Management does not have a formal policy of
determining how much of the Company's exposure should be to fixed
or variable rates. At 31 December 2023 the Company had cash deposit
of USD 4,730,390 (as at 31 December 2022 ‑ US$2,502,188), earning a
variable rate of interest. The Board of Directors monitors the
interest rates available in the market to ensure that returns are
maximized.
Foreign currency risk management
The Company is exposed to foreign
currency risks on investments and salary and director remuneration
payments that are denominated in a currency other than the
functional currency of the Company. The currency giving rise
to this risk is primarily GBP and EUR. The exposure to foreign
currency risk as at 31 December 2023 was as follows:
|
At 31 December
2023
|
At 31 December
2023
|
At 31 December
2022
|
At 31 December
2022
|
|
GBP
|
EUR
|
GBP
|
EUR
|
Current assets
|
|
|
|
|
Cash and cash equivalents
|
84,373
|
8,775
|
171,705
|
177,998
|
Current liabilities
|
|
|
|
|
Trade and other payables
|
(15,162)
|
-
|
(14,861)
|
-
|
Net
(short) long position
|
69,211
|
8,775
|
156,844
|
177,998
|
Net
exposure currency
|
54,296
|
7,943
|
130,280
|
166,727
|
Net
exposure currency (assuming a 10% movement in exchange
rates)
|
62,290
|
7,897
|
141,160
|
160,198
|
Impact on exchange movements in the statement of comprehensive
income
|
6,921
|
878
|
15,684
|
17,800
|
The foreign exchange rates of the
USD at 31 December were as follows:
|
31/12/2023
|
31/12/2022
|
Currency
|
|
|
British pounds
|
1.2747
|
1.2039
|
Euro
|
1.1047
|
1.0676
|
This analysis assumes that all other
variables, in particular interest rates, remain
constant.
Fair value and liquidity risk management
The Company's approach to managing
liquidity is to ensure that it will always have sufficient
liquidity to meet its liabilities when due, under both normal and
stressed conditions, without incurring unacceptable losses or
risking damage to the Company.
The Company has low liquidity risk
due to maintaining adequate banking facilities, by continuously
monitoring actual cash flows and by matching the maturity profiles
of financial assets and current liabilities.
As at 31 December 2023, the cash and
equivalents of the Company were US$6,590,935. As at 31 December
2022, the cash and equivalents of the Company were
US$10,102,683
The following are the maturities of
current liabilities as at 31 December 2023:
|
Carrying
amount
|
Within one
year
|
2‑5
years
|
More than 5
years
|
|
USD
|
USD
|
USD
|
USD
|
Salaries
|
16,000
|
16,000
|
-
|
-
|
Directors' fees payable
|
12,622
|
12,622
|
-
|
-
|
Bonuses payable
|
1,638,709
|
1,638,709
|
-
|
-
|
Trade payables
|
10,156
|
10,156
|
-
|
-
|
Other current liabilities
|
162
|
162
|
-
|
-
|
Accruals
|
40,167
|
40,167
|
-
|
-
|
|
1,717,816
|
1,717,816
|
-
|
-
|
The following table analyses the
fair values of financial instruments measured at fair value by the
level in the fair value hierarchy as at 31 December
2023:
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|
USD
|
USD
|
USD
|
USD
|
Financial assets
|
|
|
|
|
Financial assets at FVPL
|
26,010,444
|
96,422,492
|
80,653,740
|
203,086,676
|
|
26,010,444
|
96,422,492
|
80,653,740
|
203,086,676
|
17. Related party
transactions
The Company's Directors receive fees
and bonuses from the Company, details of which can be found in Note
6.
18. Subsequent
events
In January 2024, TMT received a
total additional US$1.5 million in dividends from Hugo, as part of
the consideration for Hugo's disposal of its food delivery and
quick commerce business in Central America to Delivery Hero
completed in 2022.
TMT invested US$1,000,000 in
Propertymate Inc., trading as NewHomesMate, a marketplace for newly
built homes (www.newhomesmate.com).
TMT disposed a part of its shares in
NASDAQ‑traded
Backblaze for a total net consideration of US$4.2
million.
19. Control
The Company is not controlled by any
one party. Details of significant shareholders are shown in
the Directors' Report.