Year ended

31st December 2022

The group experienced a year of proﬁtable

expansion, characterized by substantial

revenue and AUM growth, as well as the

successful integration of multiple acquisitions

2022 HIGHLIGHTS

IFRS PROFIT OF £3,178,578

EARNINGS PER SHARE BASIC 0.7P PER SHARE

FULLY DILUTED 0.4P PER SHARE

LAUNCH OF FIRST LONGEVITY ASSET BASED

INTERVAL FUND

ALPHA ALTERNATIVE ASSSETS FUND (NASDAQ: AAACX)

BLACKOAK ALPHA GROWTH FUND COMPLETES

THREE YEAR TRACK RECORD, ACHIEVING OVER A

27% TOTAL RETURN SINCE INCEPTION IN SEPTEMBER

2019 UP UNTIL END DECEMBER 2022

TWO SUCCESSFUL ACQUISITIONS

ALPHA INTERNATIONAL LIFE ASSURANCE COMPANY (GUERNSEY) LTD

HAVELET SETTLEMENT ASSIGNMENT COMPANY LTD

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Contents

Page

Company Information

Directors

Gobind Sahney

Daniel Swick (resigned 31 August 2022)

Jason Sutherland

Company Secretary

Neil Warrender

Registered Office

35 Berkeley Square

London W1J 5BF

Registered Number

09734404 (England and Wales)

Broker

Allenby Capital Limited

5 St Helen’s Place

London

EC3A 6AB

Independent Auditor

PKF Littlejohn LLP

Statutory Auditor

15 Westferry Circus

Canary Wharf

London E14 4HD

Solicitors

Charles Russell Speechlys LLP

5 Fleet Place

London

EC4M 7RD

Principal Bankers

Barclays Bank UK Plc

Leicester

LE87 2BB

Registrars

Link Asset Services

Northern House

Woodsome Park

Fenay Bridge

Huddersfield

HD8 0GA

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Chairman’s Statement

It is with great pleasure that I present the annual financial statements of Alpha Growth Plc, and I

am especially pleased to announce that the company is reporting its first full year of profit.

This milestone achievement is a testament to the progress which we’re making with our build

and buy strategy, and it further validates our vision for the company. Our stated goal (which we

refer to as our 2B plan) is to be managing over $2bn of assets under management (AUM) by

2025, and I am proud to say that we have made significant progress towards this target during

2022.

Over the past year, we have made substantial investments in our various strategies to ensure

we can sustain our rapid growth. One of our most significant accomplishments throughout the

year was the acquisition of Old Mutual International (Guernsey) Ltd, which we subsequently

renamed Alpha International Life Assurance Company (Guernsey) Limited (AILAC). Through our

95% owned subsidiary, Northstar Group (Bermuda) Limited, we acquired 100% of the issued

share capital of AILAC, which produced a gain on the acquisition.

We also acquired the entire share capital of Havelet Assignment Company Limited, a Barbados-

based financial services company, which further added to our assets under

administration/management. Both acquisitions are expected to contribute to our gross profits

from day one.

These two acquisitions added significantly to the Group’s assets under administration/

management and saw the Group make a significant step towards its current strategy to manage

over $2bn of assets, once this goal is achieved, we expect the company to be generating

significant and sustainable profits for our shareholders.

In addition to these acquisitions, we won a mandate to manage the Interval Fund, Alpha

Alternative Assets Fund, an innovative US mutual fund invested in longevity assets that we

believe has strong growth potential. While the Fund has required investment during the current

year, we are confident that this investment will begin to be recovered in the near future as our

marketing of the fund expands in 2023.

The team continues to explore acquisition opportunities of life insurance companies and blocks

of life insurance that are accretive to the current Group companies, along with growth

opportunities in the fund management space.

We remain very confident of achieving our 2B plan and see these accomplishments as another

step towards building a significant business within the insurance linked asset/wealth

management sector.

I would like to thank all of those who work with us, our clients and especially our shareholders

who continue to support our strategies and growth for a successful future.

Gobind Sahney

29 April 2023

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Board of Directors and Senior Management

Gobind Sahney, Executive Chairman

Mr. Sahney is an experienced professional in alternative asset management. In addition to Alpha

Growth, he is currently Director of Alpha Longevity Management Limited, an investment

management company regulated and licensed by the Financial Services Commission of the

British Virgin Islands. He has been a principal of multiple entities that specialised in distressed

debt and discounted assets in US, Europe, and UK totaling over $750 million. Additionally, Mr.

Sahney was the Chairman of AIM listed Stratmin Global Resources plc. His involvement began

with the Company’s investment and turnaround which consisted of £2 million in distressed

assets. As Chairman, he organised and executed the plan of turnaround through the liquidation

of those assets and the identification and reverse takeover of a mining company and associated

fundraise of over £6 million. He has spoken on the subject matter of distressed debt and

discounted assets investing at ACA International conferences in the US and at Credit Services

Association conferences in the UK. He is a graduate of Babson College, Wellesley,

Massachusetts, with a Bachelors degree in accounting and finance. He served on the board of

trustees of Babson College from 2001 to 2010.

Jason Sutherland, Non-Executive Director

Mr. Sutherland is the Senior Advisor for DRB Capital. He also launched the first ever AAA rated

placement of mortality backed linked annuity receivables totaling $151m. Mr. Sutherland also

recently ran $3bn of policies under the Lamington Road Fund in Dublin, Ireland which was

acquired by Emergent Capital and ran Citadel's London office at the same time. Prior to that Mr.

Sutherland spent 12 years with the Peach Holdings Group, most recently as Managing Director

of Legal and operations for Peachtree Asset Management based in London and Luxembourg,

where he was an FCA approved person, guiding the fundraising efforts, and coordinating with

regulatory bodies in UK, US, Cayman Islands, Luxembourg and Ireland.

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Directors’ Report

The Directors present their report with the audited consolidated financial statements of the Group

for the year ended 31 December 2022. A commentary on the business for the year is included

in the Chairman’s Statement on page 2. A review of the business is also included in the Strategic

Report on pages 9 to 14.

The Company’s Ordinary Shares are admitted to listing on the London Stock Exchange, on the

Official List pursuant to Chapters 14 of the Listing Rules, which sets out the requirements for

Standard Listings.

Principal Activities

The Company’s principal activity is to seek acquisitions and opportunities to provide advisory

services, strategies, performance monitoring and analytical services to existing and prospective

holders of Senior Life Settlements (SLS) Assets, mainly through acquisition strategies,

performance monitoring and analytical services. The Company will only advise on the United

States SLS market.

Directors

The Directors of the Company during the period and their beneficial interest in the Ordinary

Shares of the Company at 31 December 2022 were as follows:

Director

Position

Appointed

Resigned

Ordinary

Options

Gobind Sahney

Executive

Chairman

15/08/2015

7,045,834

84,624,353

Daniel Swick

Chief Operating

Officer

01/06/2018

31/08/22

24,645,665

Jason Sutherland

Non-Executive

Director

06/03/2019

133,333

18,232,198

Qualifying Third Party Indemnity Provision

At the date of this report, the Company has a third-party indemnity policy in place for all active

Directors.

Substantial shareholders

As at 19 April 2023, the total number of issued Ordinary Shares with voting rights in the Company

was 451,813,531. Details of the Company’s capital structure and voting rights are set out in note

12 to the financial statements.

The Company has been notified of the following interests of 3 per cent or more in its issued share

capital as at the date of approval of this report.

Party Name

Number of Ordinary

% of

Share Capital

M Ward

112,340,242

25%

Hargreaves Lansdown Asset Management

96,221,257

21%

Interactive Investor

30,291,084

Halifax Share Dealing

20,274,833

Roy Rawlins

17,600,000

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Directors’ Report (continued)

Financial instruments

Details of the use of the Company’s financial risk management objectives and policies as well as

exposure to financial risk are contained in the Accounting policies and note 20 of the financial

statements.

Greenhouse Gas (GHG) Emissions/TCFD

As the Company has not consumed more than 40,000 kWh of energy in the year period, it

qualifies as a low energy user under SI 2018/1155 and is not required to report on its emissions,

energy consumption or energy efficiency activities. Furthermore, given the size and nature of the

business the Directors consider that it is not possible to provide meaningful TCFD information as

would otherwise be required under the Listing Rules. Until the Group has reached its $2bn AUM

target the Directors intend to focus on growing the business whilst minimising their carbon

footprint to the extent practicable and will look to build our capabilities, modelling and disclosures

thereafter once acquisitions have been embedded.

At Alpha Growth, we are committed to long-term environmental sustainability and reducing our

impact on biodiversity. While we are an investment management company which does not have

the direct environmental impact of other industries such as manufacturing, energy, or retail

businesses, we are committed to using natural resources efficiently and optimising our energy

use. In this regard, we have adopted the following initiatives and programs both to increase

environmental awareness among our employee base and reduce our corporate impact on natural

resources where possible:

• Largely eliminating emissions from Board meetings by holding all such meetings over

telepresence equipment or coordinating with other essential meetings.

• Seeking to move to a paperless environment so far as practicable.

• Largely eliminating the environmental impact of employee commuting and travel by sub-

letting the office and moving fully to flexible working arrangements whilst investing in

telecommuting and telepresence equipment.

As a firm, we also seek to increase the development and awareness of socially and

environmentally responsible procurement, and to align with businesses that not only deliver

superior quality goods and services, but also operate in ways that are respectful of the rights of

their employees and in ways that preserve natural resources and promote environmental

sustainability.

The Company is aware that it needs to measure its operational carbon footprint in order to limit

and control its environmental impact. However, given the very limited nature of its operations

during the period under review, it has not been practical to measure its carbon footprint.

In the future, the Company will only measure the impact of its direct activities, as the full impact

of the entire supply chain of its suppliers cannot be measured practically.

Dividends

The Directors do not propose a dividend in respect of the year ended 31 December 2022 (2021:

nil).

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Directors’ Report (continued)

Future developments and events subsequent to the year end

Further details of the Company’s future developments and events subsequent to the year-end

are set out in the Strategic Report on pages 9 to 14.

Corporate Governance

The Governance Report forms part of the Director’s Report and is disclosed on pages 15 to 21.

Going Concern

As at 31 December 2022 the Group had a cash balance (excluding cash held in insurance

businesses) of £218,530 (2021: £195,523). Alpha International Life Assurance Company

(“AILAC”) has cash reserves over and above those needed for regulatory capital purposes of

around £1 million, of which around £200k have been used to pay Group liabilities related to the

acquisitions since year end. The Group revenues, net of costs related to the operating

businesses, are approximately £400,000 a quarter and the run rate for expenses is approximately

£350,000 a month. The Group is currently contributing approximately £30,000 a month towards

meeting the operating costs of the Interval Fund although this contribution had dropped to nil by

the end of the first quarter of 2023. Accordingly, the Group is expected to be cash flow positive

on its operational activities from the start of the second quarter of 2023.

In October 2022, the Company entered into a short-term loan of £350,000 with repayment due

over the six months starting in March 2023. Since the year-end 18,750,000 warrants have been

exercised, realising proceeds of £375,000.

The Group carefully monitors its core spend. Notwithstanding the cash outflows incurred in the

first half of the year and the need to continue to support the Interval Fund in the short term, the

Directors have a reasonable expectation that the Group will be able to manage its funds to

continue in operational existence until the Interval Fund reaches sufficient AUM to cover its own

expenses. The Group therefore continues to adopt the going concern basis in preparing the

Annual Report and Financial Statements. Further details on the Directors assumption and their

conclusion thereon are included in Note 2 to the financial statements. In addition, note 20 to the

financial statements discloses the Company’s financial risk management policy.

Auditors

The auditors have expressed their willingness to continue in office and a resolution to reappoint

them will be proposed at the Annual General Meeting.

Statement of Directors’ responsibilities

The Directors are responsible for preparing the Annual Report alongside 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

United Kingdom adopted International Accounting Standards (“UK-adopted IAS”).

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 Group and Company and

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Directors’ Report (continued)

Statement of Directors’ responsibilities (continued)

of the profit or loss of the Group and Company for that year. The Directors are also required to

prepare financial statements in accordance with the rules of the London Stock Exchange for

companies with a Standard Listing.

In preparing these financial statements, the Directors are required to:

• Select suitable accounting policies and then apply them consistently;

• Make judgments and accounting estimates that are reasonable and prudent;

• State whether applicable UK-adopted IAS 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 Group and 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 Company’s transactions and disclose with reasonable

accuracy at any time the financial position of the Group and Company and enable them to ensure

that the financial statements and the Remuneration Committee Report comply with the

Companies Act 2006. They are also responsible for safeguarding the assets of the Group and

Company and hence for taking reasonable steps for the prevention and detection of fraud and

other irregularities. They are also responsible for making a statement that they consider that the

annual report and accounts, taken as a whole, is fair, balanced, and understandable and provides

the information necessary for the shareholders to assess the Group’s and Company’s position

and performance, business model and strategy.

The Directors are responsible for the maintenance and integrity of the corporate and financial

information included on the Company’s website. Legislation in the United Kingdom governing the

preparation and dissemination of the financial statements may differ from legislation in other

jurisdictions.

Directors’ responsibility statement pursuant to Disclosure and Transparency Rule

Each of the Directors, whose names and functions are listed on page 3 confirm that, to the best

of their knowledge and belief:

• the financial statements prepared in accordance with UK-adopted IAS, give a true and

fair view of the assets, liabilities, financial position and loss of the Company; and

• the Annual Report and financial statements, including the Strategic Report, includes a

fair review of the development and performance of the business and the position of the

Company, together with a description of the principal risks and uncertainties that they

face.

Disclosure of Information to Auditors

So far as the Directors are aware, there is no relevant audit information of which the Company’s

auditors are unaware, and each Director has taken all the steps that he ought to have taken as

a Director in order to make himself aware of any relevant audit information and to establish that

the Company’s auditors are aware of that information.

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Directors’ Report (continued)

Statement of Directors’ responsibilities (continued)

Subsequent events

Subsequent events have been detailed in the Strategic Report on page 11 and note 22 to the

financial statements.

This responsibility statement was approved by the Board of Directors on 29 April 2023 and is

signed on its behalf by:

Signed ………………………………………….

Gobind Sahney 29 April 2023

Executive Chairman

Strategic Report

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Strategic Report

The Directors present the Strategic Report of Alpha Growth Plc for the year ended 31 December

2022.

Review of Business in the Period

Operational Review

The Company’s principal activity is set out in the Directors’ Report on page 4.

The Company does not advise its clients or consider transacting business in an SLS Asset other

than that which relates to an underlying US exposure. This is because the SLS market in the US

is highly regulated. The Company will only advise on business relating to policies that are over

two years old in order to avoid the statutory contestability period. The Company advises on life

settlement contracts that meet the relevant fund, investment structure, criteria.

The Company signed a Heads of Terms agreement on 21 November 2018 with SL Investment

Management Limited. This collaboration led to the Group’s first advisory contract with the fund,

BlackOak Alpha Growth Fund LP, launched in 2019. During the prior period the Group acquired

a 95% interest in a Bermudan life assurance company, Providence Life and Assurance Company

(“PLAC”).

During the year under review, the Group acquired a 95% interest in AILAC, which is a Guernsey

life assurance company with some similar characteristics to PLAC. The Group also acquired a

100% interest in Havelet Assignment Company Limited (“Havelet”), a Barbados financial services

company specialising in settlement assignments. The third addition during the year was Alpha

Growth Management LLC, an SEC approved investment adviser which has a mandate to

manage the Interval Fund which invests in SLS Assets. All three acquisitions were made for

nominal consideration and both Havelet and AILAC add to gross profits from the date of

acquisition.

Business Strategy

The Company’s business strategy has evolved significantly as a result of its acquisitions. Starting

from a foundational skill set in the longevity asset sector, the Group is focused on insurance

linked asset management through its two business segments – fund management and life

insurance company holdings.

In both segments the strategy is to build assets under management and administration. The fund

management business is focused on two funds, BlackOak Alpha Growth, a private fund that

invests in life settlements and Alpha Alternative Assets Fund, a US registered fund that invests

in securities that are backed by longevity assets such as life and structured settlements and

combinations of the two.

The life insurance business provides private placement life and variable annuities and insurance

wrapped/unit linked policies to an international client base and is currently focused on two

insurance businesses: Providence Life Assurance Company located in Bermuda, principally

focused on the US market and Alpha International Life Assurance Company located in Guernsey

and principally focused on the European market.

The Company believes that the longevity asset sector is particularly attractive to investors

seeking uncorrelated returns and that the business offerings of its insurance business provide

tax efficient opportunities to policyholders for growth of their savings.

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Strategic Report (continued)

S172 (1)

The success of our business is dependent on the support of all of our stakeholders. Building

positive relationships with stakeholders that share our values is important to us, and working

together towards shared goals assists us in delivering long-term sustainable success. The

Directors make decisions on behalf of the Group with a long-term view in mind. In order to fulfil

their duties, the Directors of each business and the Group itself take care to have regard to the

likely consequences on all stakeholders of the decisions and actions which they take. Where

possible, decisions are carefully discussed with affected groups and are therefore fully

understood and supported when taken. At Group level, the Board is well informed about the

views of stakeholders through the regular reporting on stakeholder views and it uses this

information to assess the impact of decisions on each stakeholder group as part of its own

decision-making process. Details of the Group’s key stakeholders and how we engage with them

are set out below.

Shareholders As owners of our Group we rely on the support of shareholders and their opinions

are important to us. We have an open dialogue with our shareholders through one-to-one

meetings, group meetings, webcasts and the Annual General Meeting. We retain the services of

a former broker to maintain an ongoing dialogue. Discussions with shareholders cover a wide

range of topics including financial performance, strategy, outlook, governance and ethical

practices. Shareholder feedback is regularly reported and discussed by the Directors and their

views are considered as part of decision-making.

Colleagues Whilst the Group operates with a small team of employees and consultants, those

people are key to our success and we want them to be successful individually and as a team.

Key areas of focus include health and well-being, development opportunities, pay and benefits.

Customers Our ambition is to deliver best-in-class service to investors. We build strong, lasting

relationships with our investors and spend considerable time with them to understand their

investment needs and views and listen to how we can improve our range of products and service

for them. We use this knowledge to inform our decision-making, for example by acquiring

businesses like PLAC, AILAC and Havelet to expand our offering.

Suppliers We build strong relationships with our suppliers to develop mutually beneficial and

lasting partnerships. Engagement with suppliers is primarily through a series of interactions and

informal reviews. Key areas of focus include innovation and flexibility. The Board recognises that

relationships with suppliers are important to the Group’s long-term success and is briefed on

supplier feedback and issues on a regular basis.

Communities We seek to engage with the communities in which we operate to build trust and

understand the local issues that are important to them. During the year the Chairman moved to

Bermuda so as to better communicate with the community where PLAC is located.

Government and regulators We engage with the government and regulators through our

representatives with a focus are compliance with laws and regulations, anti-money laundering,

anti-bribery and corruption and sanctions testing. The Board is updated on legal and regulatory

developments and takes these into account when considering future actions.

Further information on the ways in which the Board engages with stakeholders is set out in the

Governance Report on pages 15 to 21.

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Strategic Report (continued)

Events since the period end

On 20 March 2023 the Company issued 18,750,000 shares at 2p per share on exercise of

certain warrants issued to the Company’s former brokers. This resulted in a cash inflow of

£375,000 which will be used to repay the loan referred to in Note 13 and the Company has

negotiated earlier repayment terms for that loan which will likely reduce the interest charge by

£4,000.

Subsequent to the year-end Credit Suisse, Silicon Valley Bank (“SVB”) and Signature Bank

(“Signature”) announced that they were in financial difficulties. At the time of the announcement

the Group had an exposure of approximately £2 million to SVB and Signature combined.

Management immediately took actions to reduce the Group’s exposure to those banks and

subsequently both announced rescue plans which secured all deposits. The Group has not

suffered any loss as a result of these events but remains vigilant to credit risk.

Financial review

Results for the 2022 period

The Group generated a profit for the year to 31 December 2022 of £3,178,578 (sixteen months

to 31 December 2021: loss of £1,714,304 (restated)).

The profit for the year mainly resulted from the bargain price paid on AILAC, which was acquired

for less than its net assets. This gain was partially offset as a result of on-going administrative

expenses to provide service to clients and the costs of a standard listing, as well as accounting

charges for employee share options. The Group is at, or close to, break-even on an operating

profit basis going into 2023.

Cash flow

Net cash inflows for the year to 31 December 2022 were £23,007 (2021: inflow of £151,903).

Closing cash

As at 31 December 2022, the Group held £218,530 (2021: £195,523) in bank accounts, excluding

amounts held in insurance businesses.

Key Performance Indicators

The main KPI for the Company is achieving its cash flow forecasts whilst efforts continue to

implement its strategy in attaining clients for advisory services.

The Board monitors its cash flow carefully to ensure that it has the funds necessary to meet its

on-going requirements. Detailed forecasts are produced and reported against on a regular basis.

Position of Company’s Business

During the year

In December 2022, the Group acquired net assets totaling approximately £4 million for nominal

consideration through the acquisition of two subsidiaries.

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Strategic Report (continued)

Position of Company’s Business (continued)

At the year end

At the year end the Group’s Statement of Financial Position shows net assets totaling £6,708,435

(2021 (restated): £3,018,948). The Company earns fees for managing the activities of the

subsidiaries and expects to earn sufficient revenues in the current year to make profits.

Environmental matters

The Board contains personnel with a good history of running businesses that have been

compliant with all relevant laws and regulations and there have been no instances of non-

compliance in respect of environmental matters.

Employee information

At present, there are no female Directors of the Company. The Company has an Executive

Chairman Officer and one Non-Executive Director. There are no employees of the Company

other than the Directors.

Social/Community/Human rights matters

The Company ensures that employment practices take into account the necessary diversity

requirements and compliance with all employment laws. The Board has experience in dealing

with such issues and sufficient training and qualifications to ensure they meet all requirements.

Anti-corruption and anti-bribery policy

The government of the United Kingdom has issued guidelines setting out appropriate procedures

for companies to follow to ensure that they are compliant with the UK Bribery Act 2010. The

Company has conducted a review into its operational procedures to consider the impact of the

Bribery Act 2010 and the board has adopted an anti-corruption and anti-bribery policy.

Principal Risks and Uncertainties

The Company operates in an uncertain environment and is subject to a number of risk factors.

The Directors consider the following risk factors are of particular relevance to the Company’s

activities although it should be noted that this list is not exhaustive and that other risk factors not

presently known or currently deemed immaterial may apply.

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Strategic Report (continued)

Principal Risks and Uncertainties (continued)

Risks/Uncertainties to the Company

Issue

Risk/Uncertainty

Mitigation

Developing business model

The Company trades through its

Group companies’ Alpha Longevity

Management Ltd

. Alpha Growth

Management LLC and Alpha Group

(Bermuda) Limited

, however

revenues were

less than the

expenses incurred. The Company

borrowed £350,000 from an affiliate

of the Company Secretary, during

the year, to finance these losses and

to cover the operational costs of the

Interval Fund.

The management team is

experienced in the industry with

many contacts.

The acquisition of

AILAC has provided the Group with

the cash resources to repay the

loan, whilst the profitability of both

AILAC and PLAC should ensure the

Group is able to settle operating

costs when due. The recruitment of

a new marketing executive is aimed

at growing the AUM of Black Oak

Growth Fund and the Interval Fund

which should ensure the Group is

bot

h profitable and cash flow

positive in 2023.

The Company may face

significant competition for

advisory opportunities

There may be significant

competition for some or all

of the

advisory opportunities that the

Company may explore. Such

competition may com

e from direct

competitors offering similar services

or from public and private

investment funds many of which

may have extensive internal

experience in managing longevity

assets and/or SLS strategies and

portfolios.

While some competitors may have

greate

r financial resources, the

Company will be able to provide a

more personal approach to its

clients and with greater retention

rates than other potential

competitors.

The acquisition of

AILAC and Havelet

together with

acquiring the mandate for the

Interval Fund

will enhance the

competitiveness of the Group and

also provide diversification in

revenue streams.

Loss of key personnel

The Company comprises a few key

individuals. Any unforeseen loss of

these key personnel would be

damaging to the Company.

The Company has a continuity

program in place to ensure that

Directors would be able to minimise

the disruption of the loss of key

personnel. During the year one of

the Directors left but has been

quickly replaced by someone with a

more appropriate skillset and the

Group is already starting to see

benefits. Share options incentivise

the Directors and other key staff to

stay and grow the Company.

The Company may be subject to

foreign exchange risks

The Company’s functional and

presentational currency is pounds

sterling. As a result, the Company’s

financial statements will carry the

Company’s assets in sterling. Where

the Company conducts business in

USD it

exposes itself to foreign

exchange risk.

Many of the Company’s costs are in

USD and therefore any impact on

revenues from a fall in the value of

the USD will largely be offset by

reductions in costs. It is not

considered practical to hedge the

Company’s exposure to USD

through its investment in PLAC.

The Company may be subject to

changes in regulation affecting its

services and the SLS Asset class

The SLS Asset class in the United

States is highly regulated and will

likely continue to be the focus of

increasing regulatory oversight.

Compliance with various laws and

regulations does impose compliance

costs and restrictions on the

Company, with fines and/or

sanctions for non-compliance.

The Company monitors legislative

and regulatory changes and alters

its business practices where

appro

priate. In the event that the

Company becomes subject to

specific regulation regarding its

activities, the Company will put in

place such procedures as are

necessary to ensure it complies with

such regulation.

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Strategic Report (continued)

Principal Risks and Uncertainties (continued)

Risks/Uncertainties to the Company

Issue

Risk/Uncertainty

Mitigation

The Company relies on the

experience and talent of its senior

management and on its ability to

recruit and retain key employees

The successful management and

operations of the Company are

reliant upon the contributions of

senior management and directors.

In addition, the Company’s future

success depends in part on its ability

to continue to recruit, motivate and

retain highly experienc

ed and

qualified management and directors.

The Company has offered

incentives to Directors and key staff

through participation in share option

schemes, which makes them linked

to the long term success of the

business.

Inability to raise emergency

funding

In the event of a significant issue

arising for which the Company is

required to access substantial liquid

funds in excess of its available cash

balances, it may not be easy to

obtain additional funds as and when

required.

The Company monitors its cash

requirements carefully and in the

need of significant additional funds

would look to increase its financing.

The Company has demonstrated its

ability to source short term funding

by obtaining a loan through the

Company Secretary’s contacts.

Composition of the Board

A full analysis of the Board, its function, composition and policies, is included in the Governance

Report.

Capital structure

The Company’s capital consists of ordinary shares, which rank pari passu in all respects, and

which are traded on the Standard segment of the Main Market of the London Stock Exchange.

There are no restrictions on the transfer of securities in the Company or restrictions on voting

rights and none of the Company’s shares are owned or controlled by employee share

schemes. There are no arrangements in place between shareholders that are known to the

Company that may restrict voting rights, restrict the transfer of securities, result in the

appointment or replacement of Directors, amend the Company’s Articles of Association or restrict

the powers of the Company’s Directors, including in relation to the issuing or buying back by the

Company of its shares or any significant agreements to which the Company is a party that take

effect after or terminate upon, a change of control of the Company following a takeover bid or

arrangements between the Company and its Directors or employees providing for compensation

for loss of office or employment (whether through resignation, purported redundancy or

otherwise) that may occur because of a takeover bid.

Signed ………………………………………….

Gobind Sahney 29 April 2023

Chairman

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Governance Report

Introduction

The Company recognises the importance of, and is committed to, high standards of Corporate

Governance. Whilst the Company is not formally required to comply with the UK Corporate

Governance Code, the Company has voluntarily applied the requirements of the UK Code of

Corporate Governance published in 2018 (the Code). The following sections explain how the

Company has applied the Code:

Compliance with the UK Code of Corporate Governance

The UK Corporate Governance Code, as published by the Financial Reporting Council, is the

corporate governance regime for England and Wales. The Company has stated that, to the

extent practicable for a company of its size and nature, it follows the UK Corporate Governance

Code. The Directors are aware that there are currently certain provisions of the UK Corporate

Governance Code that the Company is not in compliance with, given the size and early stage

nature of the Company. These include:

• Section 4.24 of the Code requires that a majority of the members of the Audit Committee

must be independent. The Audit Committee comprises of only one Non-Executive

Director as the Company has been focussed on its acquisition and marketing activities

and has been unable to identify another Non-Executive Director. The Directors consider

the present composition to be adequate given the size of the Company and volume of

transactions.

• The Code requires that a smaller company should have at least two Independent Non-

Executive Directors. The Board currently consists of one Executive Director and one Non

-Executive Director. The Non-Executive Director is interested in ordinary shares in the

Company and cannot therefore be considered fully independent under the Code.

However, the Non-executive Director is considered to be independent in character and

judgement and the Company considers that one Non-Executive Director is adequate

given the size and stage of development of the Company. The Company intends to

strengthen the Board in due course.

• As a consequence of the above, where provisions of the Code require the appointment

of independent directors, for example as chairman or as senior independent director, the

Company is not in full compliance with the Code – this applies in relation to various

provisions of the Code. However, the Directors consider the present structure and

arrangements to be adequate given the size and stage of development of the Company.

• The roles of Chairman and Chief Executive are undertaken by the same individual. This

is outside the principles of 2.9 of the Corporate Governance Code applicable to smaller

companies, which requires that these roles should not be exercised by the same

individual. However, the Directors consider the present structure and arrangements to be

adequate given the size and stage of development of the Company.

• There is currently no formal induction for directors joining the Board. This is outside the

principles of the Corporate Governance Code, which requires that the Chairman should

ensure that new Directors receive a full, formal and tailored induction on joining the Board.

As set out in page 19, an informal induction is considered sufficient given the size and

limited complexity of the Company as well as the experience of the one Director who has

joined since the Company’s shares were listed.

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Governance Report (continued)

Compliance with the UK Code of Corporate Governance (continued)

• The Nomination Committee is made up of one Executive Director. This is outside the

principals of the Corporate Governance Code, which requires that a majority of members

should be independent Non-Executive Directors. The Directors consider the present

structure and arrangements to be adequate given the size and stage of development of

the Company.

• The Remuneration Committee comprises just one Non-Executive Director whereas the

Corporate Governance Code requires a minimum of two members. The Directors

consider the present structure and arrangements to be adequate given the size and stage

of development of the Company.

The UK Corporate Governance Code can be found at www.frc.org.uk

Set out below are Alpha Growth Plc’s corporate governance practices for the year ended 31

December 2022.

Leadership

The Company is headed by an effective Board which is collectively responsible for the long-term

success of the Company.

The role of the Board - The Board sets the Company’s strategy, ensuring that the necessary

resources are in place to achieve the agreed strategic priorities, and reviews management and

financial performance. It is accountable to shareholders for the creation and delivery of strong,

sustainable financial performance and long-term shareholder value. To achieve this, the Board

directs and monitors the Company’s affairs within a framework of controls which enable risk to

be assessed and managed effectively. The Board also has responsibility for setting the

Company’s core values and standards of business conduct and for ensuring that these, together

with the Company’s obligations to its stakeholders, are widely understood throughout the

Company. The Board has a formal schedule of matters reserved which is provided later in this

report.

Board Meetings - The core activities of the Board are carried out in ad-hoc meetings of the Board.

These meetings are timed to link to key events in the Company’s development and regular

reviews of the business are conducted. During the year, the Board met on three occasions.

Outside the formal meetings of the Board, the Directors maintain frequent contact with each other

to discuss any issues of concern they may have relating to the Company or their areas of

responsibility, and to keep them fully briefed on the Company’s operations. Where Directors have

concerns which cannot be resolved about the running of the company, or a proposed action, they

will ensure that their concerns are recorded in the Board minutes.

Matters reserved specifically for Board - The Board has a formal schedule of matters reserved

that can only be decided by the Board. The key matters reserved are the consideration and

approval of;

• The Company’s overall strategy;

• Financial statements and dividend policy;

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Governance Report (continued)

• Management structure including succession planning, appointments and remuneration;

material acquisitions and disposals, material contracts, major capital expenditure projects

and budgets;

• Capital structure, debt and equity financing and other matters;

• Risk management and internal controls;

• The Company’s corporate governance and compliance arrangements; and

• Corporate policies.

Certain other matters are delegated to the Board Committees, namely the Audit, Nomination

and Remuneration Committees.

Summary of the Board’s work in the year – During the year, the Board considered all relevant

matters within its remit, but focused in particular on the joint venture with SL Investment

Management and the identification of suitable investment opportunities for the Company to

pursue.

Attendance at meetings:

Member

Position

Meetings

attended

Gobind Sahney

Executive Chairman

3 of 3

Daniel Swick

Chief Operating Officer

1 of 3

Jason Sutherland

Non-Executive Director

3 of 3

The Board is pleased with the high level of attendance and participation of Directors at Board

and committee meetings, with Danny Swick’s non-attendance being at meetings dated after his

departure. Attendance at Committee meetings is detailed in the respective Committee reports.

The Chairman, Gobind Sahney, sets the Board Agenda and ensures adequate time for

discussion.

Directors appointed by the Board are subject to election by shareholders at the Annual General

Meeting of the Company following their appointment and thereafter are subject to re-election in

accordance with the Company’s articles of association.

Non-Executive Director - The Non-Executive Director brings a broad range of business and

commercial experience to the Company and has a particular responsibility to challenge

independently and constructively the performance of the Executive management (where

appointed) and to monitor the performance of the management team in the delivery of the agreed

objectives and targets.

Non-Executive Directors are initially appointed for a term of 12 months, which may, subject to

satisfactory performance and re-election by shareholders, be extended by mutual agreement.

The terms and conditions of appointment of Non-Executive Directors will be made available upon

written request.

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Governance Report (continued)

Remuneration Committee

The Company has established a Remuneration Committee, the sole member of which at present

is the Non-Executive Director; Jason Sutherland, to assist the Board in determining its

responsibilities in relation to remuneration, including making recommendations to the Board on

the Group’s policy on executive remuneration, including setting the over-arching principles,

parameters and governance framework of the Company’s remuneration policy and determining

the individual remuneration and benefits package of each of the executive Directors and the

Company Secretary. The Remuneration Committee also ensures compliance with the UK

Corporate Governance Code in relation to remuneration wherever possible.

The report of the Remuneration Committee is included in this annual report. Formal terms of

reference for the Remuneration Committee have been documented and are made available for

review at the AGM.

Audit Committee

The Company has established an Audit Committee with delegated duties and responsibilities,

the sole member of which, during the year was the Non-Executive Director; Jason Sutherland.

The Company is looking to identify an additional Non-Executive Director but those efforts have

been hindered by pressing matters of business such as the integration of new subsidiaries. The

Audit Committee is responsible, amongst other things, for making recommendations to the Board

on the appointment of auditors and the audit fee, monitoring and reviewing the integrity of the

Company’s financial statements and any formal announcements on the Company’s financial

performance as well as reports from the Company’s auditor on those financial statements. In

addition, the Audit Committee will review the Company’s internal financial control and risk

management systems to assist the Board in fulfilling its responsibilities relating to the

effectiveness of those systems, including an evaluation of the capabilities of such systems in

light of the expected requirements for any specific acquisition target.

The Audit Committee meets at least twice a year and more frequently if required.

Terms of reference of the Audit Committee will be made available upon written request.

The Audit Committee report is included on pages 30 to 31.

Nominations Committee

The Company has established a Nominations Committee, the sole member of which at the

present time is the Executive Chairman. The Nominations Committee meets as required to fulfil

its duties of reviewing the Board structure and composition and identifying and nominating

candidates to fill Board vacancies as they arise.

Terms of reference of the Nominations Committee will be made available upon written request.

The Nominations Committee report is included on page 32.

Other governance matters - All of the Directors are aware that independent professional advice

is available to each Director in order to properly discharge their duties as a Director. In addition,

each Director and Board committee has access to the advice of the Company Secretary.

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Governance Report (continued)

The Company Secretary - The Company Secretary is Neil Warrender who is responsible for the

Board complying with UK procedures.

Effectiveness

For the year under review the Board comprised of an Executive Chairman, the former Chief

Operating Officer (until 31 August 2022) and one Non-Executive Director. Biographical details of

the Board members are set out on page 3 of this report.

The Directors are of the view that the Board and its committees consist of Directors with an

appropriate balance of skills, experience, independence and diverse backgrounds to enable

them to discharge their duties and responsibilities effectively. The Executive Chairman is actively

looking to increase Board representation.

Independence - The Non-Executive Director brings a broad range of business and commercial

experience to the Company. The Board considers the Non-Executive Director to be independent

in character and judgement.

Appointments – the Board is responsible for reviewing the structure, size and composition of

the Board and making recommendations to the Board with regards to any required changes.

Commitments – All Directors have disclosed any significant commitments to the Board and

confirmed that they have sufficient time to discharge their duties.

Induction - All new Directors received an informal induction as soon as practical on joining the

Board. No formal induction process exists for new Directors, given the size of the Company, but

the Chairman ensures that each individual is given a tailored introduction to the Company and

fully understands the requirements of the role.

Conflict of interest - A Director has a duty to avoid a situation in which he or she has, or can have,

a direct or indirect interest that conflicts, or possibly may conflict with the interests of the

Company. The Board had satisfied itself that there is no compromise to the independence of

those Directors who have appointments on the Boards of, or relationships with, companies

outside the Company. The Board requires Directors to declare all appointments and other

situations which could result in a possible conflict of interest.

Board performance and evaluation – The Executive Chairman normally carries out an annual

formal appraisal of the performance of the other Executive Directors which takes into account

the objectives set in the previous year and the individual’s performance in the fulfilment of these

objectives. All the appraisals of the Executive Directors are provided to the Remuneration

Committee. The Non-Executive Directors are responsible for the performance evaluation of the

Chairman, taking into account the views of Executive Directors.

Although the Board consisted of three male Directors, the Board supports diversity in the

Boardroom and the Financial Reporting Council’s aims to encourage such diversity. Aside from

the Directors, there are no employees in the Company. The following table sets out a breakdown

by gender at 31 December 2022.:

Male

Female

Directors

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Governance Report (continued)

The Board will pursue an equal opportunity policy and seek to employ those persons most

suitable to delivering value for the Company.

Accountability

The Board is committed to providing shareholders with a clear assessment of the Company’s

position and prospects. This is achieved through this report and as required other periodic

financial and trading statements. The Board has made appropriate arrangements for the

application of risk management and internal control principles. The Board has delegated to the

Audit Committee oversight of the relationship with the Company’s auditors as outlined in the

Audit Committee report on pages 30 to 31.

Going concern – The preparation of the financial statements requires an assessment on the

validity of the going concern assumption.

The Directors have reviewed projections for a period of at least 12 months from the date of

approval of the financial statements. The Company is expected to have sufficient revenue to

cover costs and the Group is expected to be able to repay the short-term loan from cash held in

AILAC and/or the exercise of warrants. If there are delays in increasing the AUM of the Interval

Fund, the Company may need to raise additional funds in order to meet its working capital needs

during the going concern period depending on, the extent to which warrants in issue are

exercised and whether the regulatory capital requirements on AILAC and PLAC increase.

In making their assessment of going concern, the Directors acknowledge that the Company has

a very small cost base and can therefore confirm that they consider sufficient funds will be

available to ensure the Company continues to meet its obligations as they fall due for a period of

at least one year from the date of approval of these financial statements. Accordingly, the Board

believes it is appropriate to adopt the going concern basis in the preparation of the financial

statements.

Internal controls - The Board of Directors reviews the effectiveness of the Company’s system of

internal controls in line with the requirement of the Code. The internal control system is designed

to manage the risk of failure to achieve its business objectives. This covers internal financial and

operational controls, compliance and risk management. The Company has necessary

procedures in place for the year under review and up to the date of approval of the Annual Report

and financial statements. The Directors acknowledge their responsibility for the Company’s

system of internal controls and for reviewing its effectiveness. The Board confirms the need for

an ongoing process for identification, evaluation and management of significant risks faced by

the Company. The Directors carry out a risk assessment before signing up to any commitments.

The Directors are responsible for taking such steps as are reasonably available to them to

safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

Remuneration

The report of the Remuneration Committee is included in this annual report. Formal terms of

reference for the Remuneration Committee have been documented and are made available for

review at the AGM.

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Governance Report (continued)

Shareholder relations

Communication and dialogue – Open and transparent communication with shareholders is given

high priority and there is regular dialogue with both retail and institutional investors, as well as

general presentations made at the time of the release of the annual and interim results. All

Directors are kept aware of changes in major shareholders in the Company and are available to

meet with shareholders who have specific interests or concerns. The Company issues its results

promptly to individual shareholders and also publishes them on the Company’s website. Regular

updates to record news in relation to the Company and the status of its exploration and

development programmes are included on the Company’s website. Shareholders and other

interested parties can subscribe to receive these news updates by email by registering online on

the website free of charge.

The Directors are available to meet with institutional shareholders to discuss any issues and gain

an understanding of the Company’s business, its strategies and governance. Meetings are also

held with the corporate governance representatives of institutional investors when requested.

Annual General Meeting - At every AGM individual shareholders are given the opportunity to put

questions to the Chairman and to other members of the Board that may be present. Notice of the

AGM is sent to shareholders at least 21 working days before the meeting. Details of proxy votes

for and against each resolution, together with the votes withheld are announced to the London

Stock Exchange and are published on the Company’s website as soon as practical after the

meeting.

Principles for Responsible Investing – during the prior period the Company became a PRI

signatory https://www.unpri.org/signatories/signatory-resources/signatory-directory

This Governance Report was approved by the Board and signed on its behalf by:

…………………

Jason Sutherland

Non-Executive Director

29 April 2023

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Remuneration Committee Report

The Remuneration Committee presents its report for the year ended 31 December 2022.

Membership of the Remuneration Committee

The Remuneration Committee during the year comprised of one Non-Executive Director; Jason

Sutherland. The Company is looking to recruit a further Non-Executive Director but those efforts

have been hampered by the time spent integrating new acquisitions as well as the departure of

the Chief Operating Officer.

During the year ended 31 December 2022, the Remuneration Committee held two formal

meetings attended by the sole committee member.

Subject to what appears below, no other third parties have provided advice that materially

assisted the Remuneration Committee during the period.

The items included in this report are unaudited unless otherwise stated.

Remuneration Committee’s main responsibilities

• The Remuneration Committee considers the remuneration policy, employment terms and

remuneration of the Executive Directors;

• The Remuneration Committee’s role is advisory in nature and it makes recommendations

to the Board on the overall remuneration packages for Executive Directors in order to

attract, retain and motivate high quality executives capable of achieving the Company’s

objectives;

• The Board’s policy is to remunerate the Company’s executives fairly and in such a manner

as to facilitate the recruitment, retention and motivation of suitably qualified personnel; and

• The Remuneration Committee, when considering the remuneration packages of the

Company’s executives, will review the policies of comparable companies in the industry.

Report Approval

A resolution to approve this report will be proposed at the AGM of the Company. The vote will

have advisory status, will be in respect of the remuneration policy and overall remuneration

packages and will not be specific to individual levels of remuneration.

Remuneration policy

The Remuneration Policy was approved by shareholders by approval of the prior period’s

Remuneration Report at the AGM on 20th June 2022. To facilitate the reading of the policy which

follows, out of date references have been removed.

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Remuneration Committee Report (continued)

Remuneration Policy Table:

Fixed Elements

Purpose and link to

strategy

Operations

Maximum potential

payments

Performance

Metrics

Base Salary

Reflects the individual’s

skills, responsibilities

and experience.

Supports the

recruitment and

retention of Executive

Directors and

employees of the

calibre required to

deliver the business

strategy within the

financial services

market.

Reviewed annually and paid

monthly in cash or shares.

Consideration is typically given

to a range of factors when

determining salary levels,

including:

• Personal and Company-

wide performance.

• Typical pay levels in

relevant markets for each

executive whilst recognising

the need for an appropriate

premium to attract and

retain superior talent,

balanced against the need

to provide a cost- effective

overall remuneration

package.

There is no maximum

salary increase.

However, ordinarily

salary increases will be

in line with the average

increase awarded to

other employees in the

Company.

Increases may be made

above this level to take

account of individual

circumstances, which

may include:

Increase in size or scope

of the role or

responsibility.

Increase to reflect the

individual’s development

and performance in role

None, although

overall individual

and business

performance is

considered when

setting and

reviewing

salaries.

Variable

Elements

Purpose and link to

strategy

Operations

Maximum potential

payments

Performance

Metrics

Annual Bonus

Scheme (Bonus)

Incentivises

executives and

colleagues to

achieve key

strategic outcomes

on an annual basis.

Focus on key

financial metrics

and objectives to

deliver the

business strategy.

Measures and targets are set

annually based on business

plans at the start of the financial

year and pay- out levels are

determined by the Committee

following the year end based on

performance against objectives.

Paid once the results have

been audited. Annual bonus

calculations that are based on

the financial results for the year

are reviewed by the Audit

Committee before consideration

by the Committee.

The Committee has the

discretion to amend the bonus

pay-out should any formulaic

assessment of performance not

reflect a balanced view of

overall business performance

for the year.

The bonus is delivered in cash.

The maximum bonus

opportunity for any

Executive Director will

not exceed 200% of

base salary and will be

paid at the discretion of

the Committee. This

Bonus may be combined

with any other incentives

the business provides

the Employee.

Performance

measures and

targets are set by

the Committee

each year based

on corporate

objectives closely

linked to the

strategic priorities

and individual

contributions.

The majority of

the bonus

opportunity will

be based on the

corporate and

financial

measures.

The remainder of

the bonus will be

based on

performance

against individual

objectives.

Up to 20% of the

maximum

opportunity will be

received for

threshold

performance.

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Long Term

Bonus Scheme

(LT Bonus),

Share Option

and Deferred

Share Award

Plan (DSA)

Incentivises

executives and

colleagues to

achieve key

strategic outcomes

on an annual basis

and to deliver

shareholder value

over the long term.

Focus on the share

price and key

financial metrics

and objectives to

deliver the

business strategy.

The element

focused on

shareholder value

rewards delivery of

outcomes that

deliver long term

growth in the value

of the Company’s

shares.

The element

compulsorily

deferred into

shares, rewards

delivery of

sustained long-

term performance,

provides alignment

with the

shareholder

experience and

supports the

retention of

executives.

Measures and targets are set

annually or on a case by case

basis, based on business plans

at the start of the financial year

or project, and pay- out levels

are determined by the

Committee at the onset or

following the year end based on

the project or performance

against objectives.

Paid once Committee is

satisfied that targets have been

met.

The Committee has the

discretion to amend the bonus

pay-out should any formulaic

assessment of performance is

deficient of the objective and

there is a mutual understanding

with the employee. A long-term

bonus may be delivered in the

form of a Deferred Share

Award, which confers unto the

employee certain number of

shares as agreed to with

committee. Once delivered, the

DSA is recorded in the

company’s accounts.

Dividends are paid to

participants on the deferred

shares during the deferral

period.

Share options are issued

annually to reflect the

anticipated ability of the

executive to drive shareholder

value going forward,

The maximum bonus

opportunity for any

Executive Director will

not exceed 200% of

salary.

Increases above the

current opportunities, up

to the maximum limit,

may be made to take

account of individual

circumstances, which

may include:

Increase in size or scope

of the role or

responsibility.

Increase to reflect the

individual’s development

and performance in their

role.

The maximum number

of awards under the

employee share option

scheme is 10% of the

shares in issue at the

end of the financial

period for which options

are issued. Options will

be exercisable at the

average share price in

the three months

immediately preceding

the award.

Performance

measures and

targets are set by

the Committee

each year based

on corporate

objectives closely

linked to the

strategic priorities

and individual

contributions.

The majority of

the bonus

opportunity will

be based on the

corporate and

financial

measures or as

defined between

the Committee

and the

employee for

specific project.

The remainder of

the bonus will be

based on

performance

against individual

objectives.

Up to 20% of the

maximum

opportunity will

be received for

threshold

performance.

The option pool

will be allocated

to the team

based on their

ability to drive

shareholder

value.

The treatment of shares awarded under the DSA and options awarded under the share option plan on termination, are set out below:

Good leaver

Mutual agreement

Resignation without

reason/misconduct

Change of control

DSA

Injury, ill health,

disability or transfer

of undertakings.

Awards release in

full at the leaving

date.

For other good

leaver reasons

awards release at

the end of the

deferral period.

Committee has the right to

exercise its discretion as to the

extent to which awards, if any,

may release, for example where

someone is asked to leave

because of a change in

circumstances outside of their

control.

Awards lapse.

Awards release in full

at effective date of

change.

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Remuneration Committee Report (continued)

The Directors’ remuneration policy was approved as part of the Directors’ Remuneration Report

by 97.43% of voting shareholders at the 2022 AGM.

Non-Executive Directors

The table below summarises the main elements of remuneration for Non-Executive Directors:

Component

Approach of the Company

Non-executive fees

The Board determines the fees of the Non-Executive Directors and sets the

fees at a level that is considered to be appropriate, taking into account the

size and complexity of the business and the expected time commitment

and contribution of the role. Fees may be paid in cash or in shares or a

combination of both following discussion between the Executive Chairman

and the Non-Executive Director.

Fees are structured as a basic fee with additional fees payable for

membership and/or chairmanship of a committee or other additional

responsibilities.

Share options

Share options may be awarded to Non-Executive Directors where they

make a significant contribution towards the Group making an acquisition.

Benefits

Additional benefits may also be provided in certain circumstances, if

required for business purposes.

Application of remuneration policy

The chart below provides an indication of the level of remuneration that would be received by

each Employee under the following three assumed performance scenarios:

Below threshold

performance

Fixed elements of remuneration only – base salary, benefits and

pension or in the discretion of the Committee

On-target performance

Assumes 50% pay-out under the Bonus

Assumes 100% pay-out under the LT Bonus

Maximum performance

Assumes 100% pay-out under the Bonus

Assumes 100% pay-out under the LT Bonus

Service contracts and loss of office Executive Directors and Employees

Executive Directors have rolling service contracts that provide for 12 months’ notice on either

side. There are no special provisions that apply in the event of a change of control.

A payment in lieu of notice, including base salary, contractual benefits and contractual provision

for an income in retirement may be made if:

• the Company terminates the employment of the executive with immediate effect, or without

due notice; or

• termination is agreed by mutual consent.

The Company may also make a payment in respect of outplacement costs, legal fees and the

cost of any settlement agreement where appropriate.

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Remuneration Committee Report (continued)

With the exception of termination for cause or resignation, Executive Directors will be eligible for

a bonus award prorated to reflect the proportion of the financial year for which they were

employed and subject to performance achieved, provided they have a minimum of three months’

service in the bonus year.

Legacy plans

The Committee may make any remuneration payments and payments for loss of office (including

exercising any discretions available to it in connection with such payments) notwithstanding that

they are not in line with the policy set out above. This would apply where the terms of the payment

were agreed before the policy came into effect or at a time when the relevant individual was not

a director or employee of the Company and the payment was not in consideration for the

individual becoming a director or employee of the Company.

Malus and clawback

Malus is the possible reduction of bonuses and deferred awards or cancellation of share options,

whilst clawback is the possible recovery of awards that have already been made to executives.

Deferred awards under the DSA and share option awards may be reduced or cancelled at the

Committee’s discretion in such cases as material misstatement of results, gross misconduct or

fraud.

Recruitment

The Committee already has in place a recruitment and selection process. The process is set up

chronologically, from the time that the job becomes open for recruitment to the date the position

is filled. The Committee and the Company as a whole is committed to employ, in its best

judgment, suitable candidates for approved positions while engaging in recruitment and selection

processes that are in compliance with all applicable employment laws. It is the policy of the

Company to provide equal employment opportunity for employment to all applicants and

employees. The recruitment and selection process is based on the following underlying

principles:

• The applicant will be chosen on the basis of suitability with respect to the position.

• The applicant will be informed on the application procedure and the details of the

vacant position.

• The Company will request that the applicant provide only the information that is

needed to assess suitability for the position.

• The applicant will provide the Company with information it needs to form an

accurate picture of the applicant’s suitability for the vacant position.

• The information provided by the applicant will be treated confidentially and with due

care; the applicant’s privacy will also be respected in other matters.

• If an applicant submits a written complaint to the Committee, the Committee will

investigate and respond to the complaint in writing.

Maximum Potential Payment

The maximum potential individual payment (excluding any potential gains on share options)

assuming all threshold and maximum performance met is 400% of the individual’s base salary

on top of their base salary annual amount. There are no specific performance targets in place.

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Remuneration Committee Report (continued)

Consideration of Shareholders Views

The views of our shareholders are always important to the Board, hence why the policy is to be

formally approved by shareholders at the next available General Meeting. We also welcome

shareholders views, where appropriate, at any time during the year, which can be submitted to

the Board at info@algwplc.com.

This feedback, plus any additional feedback received from time to time, is considered as part of

the Company’s annual policy on remuneration.

Other Employees

At present there are no other employees in the Company other than the Directors, so this policy

only applies to the Board.

Terms of appointment

The services of the Directors are provided under the terms of agreement with the Company dated

as follows:

Director

Year of

appointment

Number of years

completed

Date of current

engagement letter

Gobind Sahney

2015

20/12/2017

Jason Sutherland

2019

06/03/2019

The Directors’ service agreements are available for review on request.

Policy for new appointments

Base salary levels will take into account market data for the relevant role, internal relativities, the

individual’s experience and their current base salary. Where an individual is recruited at below

market norms, they may be re-aligned over time (e.g. two to three years), subject to performance

in the role. Benefits will generally be in accordance with the approved policy.

For external and internal appointments, the Board may agree that the Company will meet certain

relocation and/or incidental expenses as appropriate.

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Remuneration Committee Report (continued)

Directors’ emoluments and compensation (audited)

Set out below are the emoluments of the Directors for the year ended 31 December 2022

(GBP):

Name of Director

Salary and

fees

Taxable

benefits

Annual

bonus and

long term

benefits

Pension

benefits Other Total

Gobind

Sahney 171,554 - 245,152 - - 416,706

Daniel Swick

(resigned)

97,364 - - - - 97,364

Jason Sutherland

48,000 - 78,800 - - 126,800

Set out below are the emoluments of the Directors for the sixteen-month period ended 31

December 2021 (GBP):

Name of

Director

Salary

and fees

Taxable

benefits

Annual

bonus and

long term

benefits

Pension

benefits Bonus Total

Gobind Sahney

168,013 - 287,251 - 15,424 470,688

Daniel Swick

162.434 - 120,938 - 15,043 298,415

Jason Sutherland

80,000

(restated)

- 45,328 - 4,000 129,328

The long term benefits represent the estimated cost to the Company (see note 19) of options

awarded to the Directors in recognition of their level of contribution to the Company’s

advancement, participation, and other factors considered by the Remuneration Committee

Mr Sutherland’s remuneration for the prior year has been amended to include his right to receive

a payment in shares at £2,000 per month since 1 January 2020 that was not previously

recognised.

Pension contributions (audited)

The Company does not currently have any pension plans for any of the Directors and does not

pay pension amounts in relation to their remuneration.

The Company has not paid out any excess retirement benefits to any Directors or past Directors.

Payments to past directors (audited)

The Company has not paid any compensation to past Directors other than that to Danny Swick

as detailed above.

Payments for loss of office (audited)

No payments were made for loss of office during the year.

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Remuneration Committee Report (continued)

UK Remuneration percentage changes

No percentage changes for remuneration have been set out in this report as the prior period

numbers cover a sixteen-month period, include options covering the period since inception and

include a Director who resigned in the current year and therefore the Directors consider that such

percentages would be misleading.

UK 10-year performance graph

The Directors have considered the requirement for a UK 10-year performance graph comparing

the Company’s Total Shareholder Return with that of a comparable indicator. The Directors do

not currently consider that including the graph will be meaningful because the Company has only

been listed since 2017, is not paying dividends and the Group’s one year of profitability was a

result of a bargain purchase. Accordingly, we do not consider the inclusion of this graph to be

useful to shareholders at the current time. The Directors will review the inclusion of this table for

future reports.

UK 10-year CEO table and UK percentage change table

The Directors have considered the requirement for a UK 10-year CEO table. The Directors do

not currently consider that including these tables would be meaningful given that the Company

has only been trading for a little over three years. The Directors will review the inclusion of this

table for future reports.

Relative importance of spend on pay

The Directors have considered the requirement to present information on the relative importance

of spend on pay compared to shareholder dividends paid. Given that the Company does not

currently pay dividends we have not considered it necessary to include such information.

UK Directors’ shares (audited)

The interests of the Directors who served during the year in the share capital of the Company at

31 December 2022 and at the date of this report has been set out in the Directors’ Report on

page 4.

Other matters

The Company has issued five-year options to the Directors and other key members of staff, which

are exercisable at the share price on the date of issue. These options serve to incentivise the

Directors to continue to generate shareholder value.

Approved on behalf of the Board of Directors.

………………………

Jason Sutherland

Non-Executive Director

29 April 2023

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Audit Committee Report

The Audit Committee during the year comprised the sole Non-Executive Director, Jason

Sutherland. It oversees the Company’s financial reporting and internal controls and provides a

formal reporting link with the external auditors. The ultimate responsibility for reviewing and

approving the annual report and accounts and the half-yearly report remains with the Board.

Main Responsibilities

The Audit Committee acts as a preparatory body for discharging the Board’s responsibilities in a

wide range of financial matters by:

• monitoring the integrity of the financial statements and formal announcements relating to

the Company’s financial performance;

• reviewing significant financial reporting issues, accounting policies and disclosures in

financial reports, which are considered to be in accordance with the key audit matters

identified by the external auditors;

• overseeing that an effective system of internal control and risk management systems are

maintained;

• ensuring that an effective whistle-blowing, anti-fraud and bribery procedures are in place;

• overseeing the Board’s relationship with the external auditor and, where appropriate, the

selection of new external auditors;

• monitoring the statutory audit of the annual financial statements, in particular, its

performance, taking into account any findings and conclusions by the competent authority;

• approving non-audit services provided by the external auditor, or any other accounting firm,

ensuring the independence and objectivity of the external auditors is safeguarded when

appointing them to conduct non-audit services; and

• ensuring compliance with legal requirements, accounting standards and the Listing Rules

and the Disclosure and Transparency Rules.

Governance

The Code requires that at least one member of the Audit Committee has recent and relevant

financial experience. The Audit Committee does not include anyone with relevant financial

experience but the Company Secretary is a qualified Chartered Accountant who has been

involved in the production of accounts for listed companies for over 15 years and therefore is

able to advise the Audit Committee as required.

Members of the Audit Committee are appointed by the Board and whilst shareholders, the

Company believes they are considered to be independent in both character and judgement.

The Company’s external auditor is PKF Littlejohn LLP and the Audit Committee closely monitors

the level of audit and non-audit services they provide to the Company.

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Audit Committee Report (continued)

Meetings

In the year to 31 December 2022 the Audit Committee had one formal meeting with the auditors

attended by Jason Sutherland as the sole committee member.

The key work undertaken by the Audit Committee is as follows;

• interview of external auditors and recommendation to the Board

• review of audit planning and update on relevant accounting developments;

• consideration and approval of the risk management framework, appropriateness of key

performance indicators;

• consideration and review of full-year results;

• review of the effectiveness of the Audit Committee; and

• review of internal controls

The Code states that the Audit Committee should have primary responsibility for making a

recommendation on the appointment, reappointment or removal of the external auditor.

External auditor

The Company’s external auditor is PKF Littlejohn LLP. The external auditor has unrestricted

access to the Audit Committee Chairman. The Committee is satisfied that PKF Littlejohn LLP

has adequate policies and safeguards in place to ensure that auditor objectivity and

independence are maintained. The external auditors report to the Audit Committee annually on

their independence from the Company. In accordance with professional standards, the partner

responsible for the audit is changed every five years. The current auditor, PKF Littlejohn LLP

was first appointed by the Company in 2018 following a tender process. The current partner took

over during the prior period and is due to rotate off the engagement after completing the

December 2025 audit. Having assessed the performance objectivity and independence of the

auditors, the Committee will be recommending the reappointment of PKF Littlejohn LLP as

auditors to the Company at the 2023 Annual General Meeting.

Jason Sutherland

Chairman of the Audit Committee

29 April 2023

Type text here

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Nomination Committee Report

The Nomination Committee is comprised of the Executive Chairman Gobind Sahney.

The Committee considers potential candidates for appointment to the Company’s board who

maintain the highest standards of corporate governance and have sufficient time to commit to

the role.

Nomination committee evaluation

The Nomination Committee evaluates the composition, skills, and diversity of the board and its

committees and identifies a requirement for a board appointment. There were no new

appointments during the year and no meetings..

Identify suitable candidates

The Nomination Committee undertakes a review of each candidate and their experience in

accordance with the Company’s ‘director’s profile’ and suitable candidates are identified.

For the appointment of a Chairman, the Nomination Committee will prepare a job specification,

including an assessment of the time commitment expected, recognising the need for availability

in the event of crises.

Nomination committee recommendation

Following interviews with a candidate conducted by the chairman, and other members of the

board, the Nomination Committee makes a recommendation on a preferred candidate to the

board.

Due diligence

After a candidate has been recommended to the board by the Nomination Committee, the

Company Secretary undertakes appropriate background checks on a candidate. The board of

directors meets any candidate recommended by the Nomination Committee and the candidate

is given an opportunity to make a presentation to the board prior to deciding on their appointment.

Board appointment

The board formally approves a candidate’s appointment to the board.

Approach to Diversity

The Nomination Committee believes in the benefits of diversity, including the need for diversity

in order to effectively represent shareholders’ interests. This diversity is not restricted to gender

but also includes geographic location, nationality, skills, age, educational and professional

background. The board’s policy remains that selection should be based on the best person for

the role.

On Behalf of the Nomination Committee

Gobind Sahney

Chairman

29 April 2023

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ALPHA GROWTH PLC

Opinion

We have audited the financial statements of Alpha Growth Plc (the ‘parent company’) and its

subsidiaries (the ‘group’) for the year ended 31 December 2022 which comprise the Consolidated

Statement of Comprehensive Income, the Consolidated and Company Statements of Financial

Position, the Consolidated and Company Statements of Changes in Equity, the Consolidated

and Company Statements of Cash Flows and notes to the financial statements, including

significant accounting policies. The financial reporting framework that has been applied in their

preparation is applicable law and UK-adopted international accounting standards and as regards

the parent company financial statements, as applied in accordance with the provisions of the

Companies Act 2006.

In our opinion:

• the financial statements give a true and fair view of the state of the group’s and of the parent

company’s affairs as at 31 December 2022 and of the group’s profit for the year then ended;

• the group financial statements have been properly prepared in accordance with UK-adopted

international accounting standards;

• the parent company financial statements have been properly prepared in accordance with

UK-adopted international accounting standards and as applied in accordance with the

provisions of the Companies Act 2006; and

• the financial statements 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 group and parent 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 as applied to listed public interest entities, and we have fulfilled our other ethical

responsibilities in accordance with these requirements. We believe that the audit evidence we

have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's use of the going

concern basis of accounting in the preparation of the financial statements is appropriate. Our

evaluation of the directors’ assessment of the group’s and parent company’s ability to continue

to adopt the going concern basis of accounting included:

• confirmation of any post period end share issuances and review of post period end regulatory

news service announcements;

• review of budgets and forecasts, including challenging any key assumptions;

• discussion with management to understand the strategy for the business going forward and

assess the coherence of budgets and forecasts with this strategy;

• review of contracts or agreements in place that may result in revenue generation for the group

in future periods;

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

• conducting a sensitivity analysis of the group’s forecast cash flow position and considering

the appropriateness of the disclosures and notes to the financial statements and the director’s

report; and

• review of the availability of further funding is required.

Based on the work we have performed, we have not identified any material uncertainties relating

to events or conditions that, individually or collectively, may cast significant doubt on the group’s

or parent company's ability to continue as a going concern for a period of at least twelve months

from when the financial statements are authorised for issue.

In relation to the entities reporting on how they have applied the UK Corporate Governance Code,

we have nothing material to add or draw attention to in relation to the directors’ report in the

financial statements about whether the director’s considered it appropriate to adopt the going

concern basis of accounting.

Our responsibilities and the responsibilities of the directors with respect to going concern are

described in the relevant sections of this report.

Our application of materiality

The scope of our audit was influenced by our application of materiality. The quantitative and

qualitative thresholds for materiality determine the scope of our audit and the nature, timing, and

extent of our audit procedures.

Group materiality was set at £137,200 (2021: £113,600), based on 3% of net assets. Using the

net assets as a basis of setting materiality was determined to be most suitable because the

capital position is the focus of management and other stakeholders, consistent with the nature

of the group’s business at this stage in its lifecycle. We compared this with similar businesses

and noted this to be a consistent approach. In the previous period, 3% of net assets was used in

calculating group materiality.

Group performance materiality was set at £96,040 (2021: £79,250), based on 70% of group

materiality, which was determined to be sufficient in providing a margin of safety to ensure the

risk of the aggregated misstatements, both detected and undetected, are sufficiently low. This

also considered the heightened risk involved in the audit because of the acquisitions made in the

year.

Parent company materiality was set at £18,776 (2021: £32,600), based on 2% of expenses. In

the previous period, the parent company materiality used the same basis and percentage. We

have used expenses as the basis for parent company materiality as the parent is not revenue

generating and is mainly cost-driven, consistent with it being a holding company of the group.

Parent company performance materiality was set at £15,021 (2021: £26,080), based on 80% of

parent company materiality. The level of parent company performance materiality was

determined considering the low risk involved in the audit of the parent company and because

there were no issues noted in the audit of the parent company, historically.

Furthermore, we agreed with the Audit Committee that we would report to the committee all

unadjusted differences identified within the group and parent company during our audit in excess

of £6,860 (2021: £5,680), and £1,630 (2021: £939), respectively. We also reported

misstatements below this level that warranted reporting on qualitative grounds. This represents

5% of overall materiality.

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Materiality was reassessed at the closing stages of the audit and no amendments were required

to the calculated level of materiality set at the planning stage of the audit for both the group and

parent company.

Our approach to the audit

As part of designing our audit, we determined materiality, as above, and assessed the risk of

material misstatement in the financial statements. Consistent with last year, we performed a full-

scope audit on the parent entity, focusing on areas involving significant accounting estimates

and judgements by the directors and considering future events that are inherently uncertain. We

also addressed the risk of management override of internal controls, including evaluating whether

there was evidence of bias by the directors that represented a risk of material misstatement due

to fraud. During the year, the group acquired Alpha International Life Assurance Company Ltd.

(“AILAC”) and Havelet Assignment Company Ltd. (“Havelet”). AILAC, as well as one of the

group’s existing subsidiaries, Providence Life Assurance Company (Bermuda) Ltd. (“PLAC”), are

in-scope of our audit based on the entities’ significance to the group. Thus, we have performed

a detailed review of the component auditors’ working papers for these components to ensure

that the audits have been performed in line with the relevant standards and applicable

regulations, and in line with the referral instructions we sent them. Havelet was considered

financially insignificant based on group materiality; however, we have identified significant

balances within this entity. Thus, we have performed a review of the component auditor’s working

papers with respect to the specific significant balances to ensure that the audit has been

performed in line with the relevant standards.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance

in our audit of the financial statements of the current period and include the most significant

assessed risks of material misstatement (whether or not due to fraud) we identified, including

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.

Key Audit Matter

How our scope addressed this matter

Valuation of liabilities in insurance

business

The valuation of the liabilities held in

insurance business,

represents the single

biggest area of judgement for the business.

These liabilities are borne from the numerous

types of investment contract written by the

group’s subsidiaries, the valuation of which

involves the use of judgement and estimation

to value, specifically:

• non-unit

expense reserves, requiring

the use of judgement in selecting

forward-looking expense assumptions;

• reserves for claims

which have been

incurred but not reported as at the year

end (‘IBNR’); and

Our work in this area included a review of the

component auditors’ files to ensure that their

work was performed in line with our referral

instructions and confirm they have performed

sufficient procedures, including:

• using

an actuarial specialist to review

management’s key assumptions used to

calculate the liabilities in insurance business

and reviewing management’s methodology

for reasonableness and consistency with

prior periods;

• challenging

management’s methodology

and assumptions and reviewing the

workpapers relating to this work;

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

• deferred acquisition cost assets related

to these contracts.

(Refer to notes 2(o) and 14 for further

details)

• testing the material accuracy and

completeness of data used in the

calculation of the liabilities in insurance

business; and

• evaluating management’s accounting policy

for valuing these contracts and assessing

the disclosures against the requirements of

the UK-adopt

ed international accounting

standards.

We obtained sufficient assurance that the

methodology and assumptions used in the

valuation of liabilities in insurance business

are appropriate, based on the performance of

the procedures above.

Valuation of intangible assets on

acquisition of

AILAC and acquisition

accounting

Acquisition accounting under IFRS 3

Business Combinations requires an acquiring

entity to recognise the identifiable assets

acquired and the liabilities assumed and

ascertain their fair values. The acquisition of

AILAC

during the period represents a

significant transaction for the group.

Intangible assets may arise on the acquisition

of AILAC

and there is both judgement and

complexity around their initial recognition.

There is also complexity around the

calculation of any gain on acquisition or

goodwill recognised, as well as the resultant

disclosures.

(Refer to note 15 for further details)

Our work in this area included:

•

reviewing the sale and purchase

agreement between the group and the

seller of AILAC to ensure the acquisition

accounting accurately reflects the terms

of the agreement;

•

reviewing and challenging

management’s acquisition accounting

against the requirements of IFRS 3;

• reviewing and challenging the

appropriateness and valuation of any

intangible assets recognised as part of

the acquisition and whether any

resultant impairment assessment is

consistent with IAS 36

Impairment of

Assets; and

• checking whether the disclosures in the

financial stat

ements are complete and

adequate.

We obtained sufficient assurance that the

acquisition accounting was appropriate,

based on the performance of the procedures

above.

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Other information

The other information comprises the information included in the annual report, other than the

financial statements and our auditor’s report thereon. The directors are responsible for the other

information contained within the annual report. Our opinion on the group and parent company

financial statements does not cover the other information and, except to the extent otherwise

explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our

responsibility is to read the other information and, in doing so, consider whether the other

information is materially inconsistent with the financial statements or our knowledge obtained in

the course of the audit, or otherwise appears to be materially misstated. If we identify such

material inconsistencies or apparent material misstatements, we are required to determine

whether this gives rise to a material misstatement in the financial statements themselves. If,

based on the work we have performed, we conclude that there is a material misstatement of this

other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other 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 the audit:

• the information given in the strategic report and the directors’ report for the financial year for

which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors’ report have been prepared in accordance with

applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their

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 parent company, or returns adequate

for our audit have not been received from branches not visited by us; or

• the parent company 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.

Corporate governance statement

We have reviewed the director’s report in relation to going concern and that part of the

Governance Report relating to the group’s and parent company's compliance with the provisions

of the UK Corporate Governance Code specified for our review by the Listing Rules.

Based on the work undertaken as part of our audit, we have concluded that each of the following

elements of the Governance Report is materially consistent with the financial statements or our

knowledge obtained during the audit:

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

• Directors' statement with regards the appropriateness of adopting the going concern basis of

accounting and any material uncertainties identified set out on page 6;

•

Directors’ explanation as to their assessment of the group’s prospects, the period this

assessment covers and why the period is appropriate set out on page 6;

•

Directors’ statement on whether they have a reasonable expectation that the group will be

able to continue in operation and meet its liabilities set out on page 6;

•

Directors' statement that they consider the annual report and the financial statements, taken

as a whole, to be fair, balanced and understandable set out on pages 6 and 7;

•

Board’s confirmation that it has carried out a robust assessment of the emerging and principal

risks set out on pages 13 and 14;

•

The section of the annual report that describes the review of effectiveness of risk management

and internal control systems set out on page 20; and

•

The section describing the work of the audit committee set out on pages 30 and 31.

Responsibilities of directors

As explained more fully in the directors’ responsibilities statement, the directors are responsible

for the preparation of the group and parent company 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 group and parent company financial statements, the directors are responsible

for assessing the group’s and the parent 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 group or the parent 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We

design procedures in line with our responsibilities, outlined above, to detect material

misstatements in respect of irregularities, including fraud. The extent to which our procedures

are capable of detecting irregularities, including fraud is detailed below:

•

We obtained an understanding of the group and parent company and the sector in which they

operate to identify laws and regulations that could reasonably be expected to have a direct

effect on the financial statements. We obtained our understanding in this regard through

discussions with the group’s management, industry research, review of Board minutes and

RNSs and application of cumulative audit experience of the sector.

•

We determined the principal laws and regulations relevant to the group and parent company

in this regard to be those arising from the Companies Act 2006, the Listing Rules and the UK

Corporate Governance Code.

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

• We designed our audit procedures to ensure the audit team considered whether there were

any indications of non-compliance by the group and parent company with those laws and

regulations. These procedures included, but were not limited to enquiries of management,

review of Board minutes, review of legal and regulatory correspondence and review of legal

fees.

• We also identified the risks of material misstatement of the financial statements due to fraud.

We considered the susceptibility of the financial statements to material misstatement with

respect to management override, including the possibility of occurrence of fraud.

• As in all of our audits, we addressed the risk of fraud arising from management override of

controls by performing audit procedures which included, but were not limited to: the testing of

journals; reviewing accounting estimates for evidence of bias such as impairment of

investments in subsidiaries, impairment of goodwill or intangibles and the valuation of

liabilities in insurance business; and evaluating the business rationale of any significant

transactions that are unusual or outside the normal course of business.

• We reviewed the audit files of the component auditors, placing greater focus on the areas

addressing fraud and non-compliance with laws and regulations locally as well as compliance

with the applicable UK laws and regulations. We reviewed the component auditors’ audit

procedures on the identified key audit matters, management override and their assessment

of each entities’ compliance with local laws and regulations via review discussions with

management and review of the audit file.

Because of the inherent limitations of an audit, there is a risk that we will not detect all

irregularities, including those leading to a material misstatement in the financial statements or

non-compliance with regulation. This risk increases the more that compliance with a law or

regulation is removed from the events and transactions reflected in the financial statements, as

we will be less likely to become aware of instances of non-compliance. The risk is also greater

regarding irregularities occurring due to fraud rather than error, as fraud involves intentional

concealment, forgery, collusion, omission or misrepresentation.

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 the audit committee on 5 March 2021 to audit the financial statements for

the period ending 31 December 2022. Our total uninterrupted period of engagement is five years,

covering the periods ended 31 August 2018, 31 August 2019, 31 August 2020, 31 December

2021 and 31 December 2022.

The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group

or the parent company and we remain independent of the group and the parent company in

conducting our audit.

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

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

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.

[Signature]

Martin Watson (Senior Statutory Auditor) 15 Westferry Circus

For and on behalf of PKF Littlejohn LLP Canary Wharf

Statutory Auditor London E14 4HD

29 April 2023

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Consolidated Statement of Comprehensive Income

All results derive from continuing operations.

The notes to the financial statements form an integral part of these financial statements.

Year ended

31 December 2022

16 mths ended

31 December 2021

(restated)

Note

Revenue from Owned Insurance Companies

3,424,875

2,290,948

Revenue from Contracts with Clients

346,787

354,224

Total revenue

3,771,662

2,645,172

Net movement on DAC/AVIF

(16,729)

27,355

Interest expense and investment costs

(27,838)

(8,306)

Bargain purchase

4,106,000

Expenses in managing owned insurance

companies

(2,336,898)

(1,639,167)

Operating expenses

(2,403,021)

(2,768,978)

Profit/(loss) before taxation

3,093,176

(1,743,924)

Taxation

85,402

29,620

Profit/(loss) for the period

3,178,578

(1,714,304)

Other comprehensive income

Items that may be reclassified subsequently to

profit or loss:

Exchange differences on foreign operations

192,270

Total comprehensive income/(loss)

3,370,848

(1,714,304)

Attributable to:

Owners of the Company

3,178,359

(1,702,811)

Non-controlling Interests

192,489

(11,493)

3,370,848

(1,714,304)

Earnings per share from continuing

operations attributable to the equity owners

Basic

earnings per share (pence)

0.7p

(0.5p)

Fully diluted earnings per share (pence)

0.4p

N/A

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Consolidated Statement of Financial Position

The notes to the financial statements form an integral part of these financial statements.

This report was approved by the board and authorised for issue on 29 April 2023 and signed on its

behalf by:

………………………

Gobind Sahney

Chairman

Company Registration Number: 09734404

As at

31 December 2022

As at

31 December 2021

(restated)

Note

Assets

Intangible fixed asset

939,955

864,821

Right of use assets

183,672

262,117

Annuity contracts

7,063,374

Total assets in insurance business

454,303,995

209,251,676

Trade and other receivables

453,266

273,564

Cash and cash equivalents

218,530

195,523

Total assets

463,162,792

210,847,701

Equity and liabilities

Equity attributable to shareholders

Share capital

Share premium

431,887

5,388,152

431,887

5,404,313

Option reserve

815,474

480,674

Share based payment reserve

113,390

Foreign exchange reserve

182,748

Retained deficit

(505,314)

(3,500,925)

Total equity attributable to

shareholders

6,426,337

2,929,339

Non-controlling interests

282,098

89,609

Total equity

6,708,435

3,018,948

Liabilities

Lease liabilities

238,483

269,110

Total liabilities in insurance business

447,956,125

207,449,925

Structured settlements

7,063,374

Trade and other payables

1,196,375

109,718

Total liabilities

456,454,357

207,828,753

Total equity and liabilities

463,162,792

210,847,701

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Company Statement of Financial Position

The notes to the financial statements form an integral part of these financial statements.

The company has elected to take the exemption under section 408 of the Companies Act 2006 not to

present the parent company Statement of Comprehensive Income.

The loss for the parent company for the period was £360,745 (2021: £1,384,336 (restated)).

This report was approved by the board and authorised for issue on 29 April 2023 and signed on its

behalf by:

………………………

Gobind Sahney

Chairman

Company Registration Number: 09734404

As at

31 December 2022

As at

31 December 2021

(restated)

Note

Assets

Investment in subsidiaries

2,932,219

2,935,819

Right of use assets

183,672

262,117

Trade and other receivables

952,119

369,891

Cash and cash equivalents

9,751

109,558

Total assets

4,077,761

3,677,385

Equity and liabilities

Equity attributable to shareholders

Share capital

Share premium

431,887

5,388,152

431,887

5,404,313

Option reserve

815,474

480,674

Share based payment reserve

113,390

Retained deficit

(3,539,660)

(3,178,915)

Total equity

3,209,243

3,251,349

Liabilities

Lease liabilities

238,483

269,110

Trade and other payables

630,035

156,926

Total liabilities

868,518

426,036

Total equity and liabilities

4,077,761

3,677,385

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Consolidated Statement of Changes in Equity

Capital

Premium

Option

reserve

Share-based

payment

reserve

Foreign

Exchange

Reserve

Retained

Deficit

Total

Attributable to

Shareholders

Non-

Controlling

Interests

Total

Balance at 1 September 2020 205,102 1,789,744 - - - (1,798,114) 196,732 - 196,732

Loss for the period as originally

stated

(1,654,811)

(11,493)

(1,666,304)

Prior year adjustment - - -

(48,000)

Total comprehensive loss for the

period (restated)

(1,702,811)

(11,493)

(1,714,304)

Share issue 226,785 4,082,730 -

(9,515)

4,300,000

Share issue costs - (468,161) -

122,905

(345,256)

Employee share options issued - - 480,674

480,674

Non-controlling interests acquired - - -

101,102

Balance at 31 December 2021 431,887 5,404,313 480,674 113,390 - (3,500,925) 2,929,339 89,609 3,018,948

Profit for the year - - -

2,995,611

2,995,611 182,967 3,178,578

Foreign exchange gain on

conversion of subsidiary

- - - - 182,748 - 182,748 9,522 192,270

Total comprehensive income for

the year

- - - - 182,748 2,995,611 3,178,359 192,489 3,370,848

Share issue costs - (16,161) -

(16,161) - (16,161)

Employee share options issued - - 334,800

334,800 334,800

Balance at 31 December 2022 431,887 5,388,152 815,474 113,390 182,748 (505,314) 6,426,337 282,098 6,708,435

See notes below parent company statement of changes in equity for explanation as to the reserves. The notes form an integral part of these financial statements

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Company Statement of Changes in Equity

capital

premium

Option

reserve

Share based

payment

reserve

Retained

deficit

Total

Balance as at 1

September 2020

205,102

1,789,744

(1,794,579)

200,267

Loss for the period

as originally stated

(1,336,336)

(1,336.336)

Prior year

adjustment

(48,000)

Total comprehensive

loss for the period

(1,384.336)

(1,384,336)

Share issue

226,785

4,082,730

(9,515)

4,300,000

Share issue costs

(468,161)

122,905

(345,256)

Options issued

480,674

Balance as at 31

December 2021 431,887

5,404,313

480,674

113,390

(3,178,915)

3,251,349

Loss for the period

(360,745)

Total

comprehensive

loss for the period

(360,745)

Options issued

334,800

Share issue costs

(16,161)

Balance as at 31

December 2022

431,887

5,388,152

815,474

113,390

(3,539,660)

3,209,243

Share capital comprises the ordinary issued share capital of the Company.

Share premium represents consideration less nominal value of issued shares and costs directly

attributable to the issue of new shares.

Option reserve represents the fair value of employee options at the time of issue

Share based payment reserve represents the value of equity settled share-based payments provided to

third parties for services provided.

Foreign exchange reserve represents foreign exchange movements arising on the conversion of the net

assets of subsidiaries whose accounts are prepared in currencies other than sterling.

Retained deficit represents the cumulative retained losses of the Company at the reporting date.

Non-controlling interests represents the amount of equity in subsidiaries attributable to minority interests

The notes to the financial statements form an integral part of these financial statements.

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Consolidated Statement of Cash Flows

Year ended

31 December

2022

16 mths ended

31 December

2021 (restated)

Note

Cash flow from operating activities

Profit/(loss) before interest and taxation

Adjustments for:

Services settled by way of payment in shares/options

3,121,014

334,800

(1,687,618)

480,674

Amortisation of intangible assets and right of use assets

116,699

72,873

Changes in working capital

Increase in trade and other receivables

(179,702)

(28,439)

Increase in non-tax net assets in insurance company

(4,460,717)

(1,772,131)

Increase/(decrease) in trade and other payables

726,657

(30,294)

Net cash used in operating activities

(341,249)

(2,964,935)

Cash flows from investing activity

Acquisition of intangible asset

(113,387)

(903,075)

Acquisition of subsidiary (net of cash acquired)

193,493

Acquisition of non-controlling interest

101,102

Net cash generated from/(used in) investment activity

80,106

(801,973)

Cash flows from financing activities

Repayment of leasing liabilities

(30,626)

(27,627)

Interest paid on leasing liabilities and loans

(19,063)

(8,306)

Loan finance

350,000

Net proceeds from issuance of shares net of issue costs

(16,161)

3,954,744

Net cash generated from financing activities

284,150

3,918,811

Increase in cash and cash equivalents

23,007

151,903

Cash and cash equivalents at beginning of period

195,523

43,620

Cash and cash equivalents at end of period

218,530

195,523

The notes to the financial statements form an integral part of these financial statements.

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Company Statement of Cash Flows

Year ended

31 December

2022

16 mths

ended 31

December

2021

Note

Cash flow from operating activities

Loss before taxation and interest

Adjustments for:

Services settled by way of payment in shares/options

(337,000)

334,800

(1,328,030)

480,674

Amortisation of right of use asset

78,445

34,619

Changes in working capital

Increase in trade and other receivables

(582,228)

(121,233)

Increase/(decrease) in trade and other payables

113,108

(24,245)

Net cash used in operating activities

(392,875)

(958,215)

Cash flows from investing activity

Proceeds from disposal of subsidiary undertaking

3,600

Investment in subsidiary undertakings

(2,894,658)

Net cash generated from/(used in) investing activities

3,600

(2,894,658)

Cash flows from financing activities

Repayment of leasing liabilities

(30,626)

(27,627)

Interest on leasing liabilities

(13,745)

(8,306)

Loan finance

350,000

Net proceeds from issuance of shares net of issue costs

(16,161)

3,954,744

Net cash generated from financing activities

289,468

3,918,811

(Decrease)/increase in cash and cash equivalents

(99,807)

65,938

Cash and cash equivalents at beginning of period

109,558

43,620

Cash and cash equivalents at end of period

9,751

109,558

The notes to the financial statements form an integral part of these financial statements.

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Notes to the Financial Statements

1. General Information

Alpha Growth Plc (the ‘Company’) is incorporated and domiciled in England and Wales as a public

limited company and operates from its registered office at 35 Berkeley Square, London W1J 5BF, and

is listed on the London Stock Exchange on the standard segment.

These consolidated financial statements comprise the financial statements of the Company and its

subsidiaries (the “Group”).

The Company’s principal activity is to seek acquisitions and opportunities to provide advisory services,

strategies, performance monitoring and analytical services to existing and prospective holders of

Senior Life Settlements (SLS) Assets, mainly through acquisition strategies, performance monitoring

and analytical services. The Company will only advise on the United States SLS market. Although the

vast majority of the assets and liabilities of the Group comprise those in insurance businesses, the

Directors have chosen not to prepare the consolidated financial statements on the basis that Alpha

Growth plc is an insurance group. This is because the purpose of acquiring assets is to facilitate

growth in advisory fees by being able to offer appropriate solutions to a wider audience of potential

investors and customers. The consolidated and company statements of financial position are

presented broadly in order of liquidity.

The financial statements are prepared to the nearest £.

2. Summary of Significant Accounting Policies

The principal accounting policies applied in the preparation of these financial statements are set out

below. These policies have been consistently applied to all the years presented, unless otherwise

stated.

a) Basis of Preparation

The consolidated and parent company financial statements of Alpha Growth Plc have been

prepared in accordance with UK-adopted International Accounting Standards.

The financial statements have been prepared under the historical cost convention.

b) Comparative Information

The Company changed its year-end during the prior period from 31 August to 31 December in

order to make its year-end coterminous with that of PLAC, which was the most significant entity

in the Group in terms of gross assets and operating revenues. As a result these accounts show

comparative results for a sixteen month period whereas the current period is for a twelve month

period and therefore is not directly comparable.

The prior year numbers have been adjusted to reflect the following information that came to light

during the current year and has a material impact on the prior year.

The first is Mr Sutherland being entitled to receive £2,000 monthly in additional director’s fees

since 1 January 2020 due to be paid in shares. This has resulted in a £48,000 increase in prior

year losses for the Group and Company with a £48,000 increase in trade and other payables.

The second is that the subsidiary, Alpha Longevity Management Ltd, has issued unpaid share

capital of $50,000 rather than the $1 previously reported. This has resulted in an increase of

£41,159 in the cost of investments on the Company Statement of Financial Position and an

increase of £41,159 in trade and other payables. There is no impact on the consolidated

numbers.

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Notes to the Financial Statements (continued)

2. Summary of Significant Accounting Policies (continued)

c) New Standards and Interpretations

No new Standards or Interpretations have been adopted in these financial statements.

Standards not yet applied

At the date of authorisation of these financial statements, the following relevant Standards and

Interpretations, which have not been applied in these financial statements, were in issue but not

yet effective (and in some cases have not yet been adopted by the UK Endorsement Board):

Standard/Interpretation

Subject

Period first applies (year

ended)

IFRS 17 (including the

June 2020 and

December 2021

amendments)

Insurance contracts

31 December 2023

Amendments to IFRS 10

and IAS 28

Sale or Contribution of

Assets between an Investor

and its Associate

31 December 2023

Amendments to IAS 1

Classification of Liabilities

31 December 2023

Amendments to IAS 1

and IFRS Practice

Statement 2

Accounting policies

disclosure

31 December 2023

Amendments to IAS 8

Definition of Accounting

Estimates

31 December 2023

Amendments to IAS 12

Deferred Tax

31 December 2023

The Group has yet to quantify the impact of these new standards but does not expect them to

have a material impact on the Group in future periods.

d) Going Concern

The preparation of the financial statements requires an assessment on the validity of the going

concern assumption.

The Directors have reviewed projections for a period of at least 12 months from the date of

approval of the financial statements. The Group revenues mainly comprise policy charges and

premiums on life assurance policies issued by PLAC and AILAC together with a share of

management fees earned from Black Oak Alpha Growth Fund (“BOAGF”). The PLAC and AILAC

revenues are partly used to service the life policies but the board of PLAC and AILAC have

respectively agreed to pay $75,000 and £300,000 a quarter to Alpha Group (Bermuda) Ltd to

cover support from head office. The Group’s share of management fees from BOAGF for 2023

is projected to be circa £50,000 a quarter. Operating costs, excluding those already reflected in

the fees payable by PLAC and AILAC are projected to be £350,000 a quarter in addition to which

the Group is currently contributing around £80,000 a quarter to the operating costs of the Interval

Fund. This means that the Group as an operating business is running a small cash deficit

currently, but the Directors expect the Interval Fund to start generating revenues by Q3 2023,

which will result in cash flows turning positive. Under all foreseeable scenarios, the cash surplus

in AILAC together with the cash received on exercise of warrants since the year end will be

sufficient to enable the Group to meet its working capital needs during the going concern period,

being 12 months for the date of signing the financial statement,

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Notes to the Financial Statements (continued)

2. Summary of Significant Accounting Policies (continued)

d) Going Concern (continued)

In making their assessment of going concern, the Directors acknowledge that the Group has a

very small cost base and can therefore confirm that they consider sufficient funds will be

available to ensure the Group continues to meet its obligations they fall due for a period of at

least one year from the date of approval of these financial statements. Accordingly, the Board

believes it is appropriate to adopt the going concern basis in the preparation of the financial

statements.

e) Basis of Consolidation

Subsidiaries are all entities over which the group has control, either directly or indirectly through

other subsidiaries. The group controls an entity when the group is exposed to, or has rights to,

variable returns from its involvement with the entity and has the ability to affect those returns

through its power over the entity. Subsidiaries are fully consolidated from the date on which

control is transferred to the group. They are deconsolidated from the date that control ceases.

These consolidated financial statements include the results of the Company and its subsidiaries.

Of the results for the year losses of £360,745 (2021: £1,384,336) were incurred by the Company.

The Group applies the acquisition method to account for business combinations. The

consideration transferred for the acquisition of a subsidiary is the fair values of the assets

transferred, the liabilities incurred to the former owners of the acquiree and the equity interests

issued by the group. The consideration transferred includes the fair value of any asset or liability

resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities

and contingent liabilities assumed in a business combination are measured initially at their fair

values at the acquisition date. The Group recognises any non-controlling interest in the acquiree

on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest’s

proportionate share of the recognised amounts of acquiree’s identifiable net assets.

Inter-company transactions, balances and unrealised gains on transactions between group

companies are eliminated. Unrealised losses are also eliminated.

The only subsidiaries that are required to and/or have produced financial statements are PLAC,

AILAC, Havelet and Alpha Longevity Ltd. AILAC and Havelet were acquired in late November

2022 with both sets of accounts being prepared for the year to 31 December 2022. Revenues

and expenses are incorporated on a pro-rata basis from the date of acquisition although in the

case of AILAC an adjustment has been made to reflect the fact that under the terms of the sale

and purchase agreement, the Group benefits from all net revenues after 31 July 2022.

f) Foreign Currency Translation

i) Functional and Presentation Currency

The financial statements are presented in Pounds Sterling (£), which is the Group’s functional

and presentational currency.

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Notes to the Financial Statements (continued)

2) Summary of Significant Accounting Policies (continued

e) Foreign Currency Translation (continued)

ii) Transactions and Balances

Foreign currency transactions are translated into the functional currency using the exchange

rates prevailing at the dates of the transactions or valuation where items are re-measured.

Foreign exchange gains and losses resulting from the settlement of such transactions and from

the translation at year-end exchange rates of monetary assets and liabilities denominated in

foreign currencies are recognised in the income statement.

iii) Group Companies

The results and financial position of all the group entities that have a functional currency different

from the presentation currency are translated into the presentation currency as follows:

i) The assets and liabilities for each statement of financial position presented are converted

using the rates in effect at the date of the statement of financial position;

ii) The income and expenses for each statement of comprehensive income presented are

converted using the average rates for the period (unless this average is not a reasonable

approximation of the cumulative effect of the rates prevailing on the transaction dates, in which

case income and expenses are translated at the rate on the dates of the transactions); and

iii) All resulting exchange differences are recognised in other comprehensive income and are

transferred to the income statement upon disposal of these companies.

iv) Movements resulting from converting the opening equity attributable to subsidiaries at the

current year exchange rate are reported as a foreign exchange reserve in the statement of

changes in equity

g) Financial Instruments

i) Initial recognition

A financial asset or financial liability is recognised in the statement of financial position of the

group when it arises or when the group becomes part of the contractual terms of the financial

instrument.

ii) Classification

a) Financial assets at amortised cost

The Group measures financial assets at amortized cost if both of the following conditions are

met:

• the asset is held within a business model whose objective is to collect contractual cash flows;

and

• the contractual terms of the financial asset generating cash flows at specified dates only

pertain to capital and interest payments on the balance of the initial capital.

Financial assets which are measured at amortised cost, using the Effective Interest Rate Method

(EIR) and are subject to impairment where there is significant uncertainty as to the timing and

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Notes to the Financial Statements (continued)

2. Summary of Significant Accounting Policies (continued)

g) Financial Instruments (continued)

a) Financial assets at amortised cost (continued)

likelihood of recovery due to credit risks. Gains and losses are recognised in profit or loss when

the asset is derecognised, modified or impaired

b) Financial liabilities at amortised cost

Financial liabilities measured at amortised cost using the effective interest rate method include

trade and other payables that are short term in nature. Financial liabilities are derecognised if the

Group’s obligations specified in the contract expire or are discharged or cancelled.

Amortised cost is calculated by taking into account any discount or premium on acquisition and

fees or costs that are an integral part of the effective interest rate (“EIR”). The EIR amortisation

is included as finance costs in profit or loss. Trade payables other payables are non-interest

bearing and are stated at amortised cost using the effective interest method

c) Financial assets and liabilities at fair value through profit and loss

Assets held in insurance business include investment contracts which transfer financial risk of

the financial assets held within those contracts to the Group. The financial assets are recorded

at fair value, as are the offsetting unit-linked liabilities held in liabilities in insurance business.

Movements in fair value are recognised in profit and loss but will offset each other.

Annuity contracts comprise both deferred variable and fixed annuity contract financial assets,

which are held to meet structured settlement obligations accepted by the Group. The fair value

of fixed annuity contracts is derived from the sum of the remaining annuity payments, discounted

to present value using US treasury discount rates. The fair value of deferred variable annuity

contracts is derived from the quoted market prices of the investments underlying each deferred

variable annuity.

Structured settlements represent periodic payment obligations accepted by the Group on

deferred contingent attorney fees, class action, single event plaintiff attorneys and law firms. The

fair value of structured settlements is based on the discounted value of future payment

obligations.

iii) Derecognition

A financial asset is derecognised when:

The rights to receive cash flows from the asset have expired, or the Group has transferred its

rights to receive cash flows from the asset or has undertaken the commitment to fully pay the

cash flows received without significant delay to a third party under an arrangement and has either

(a) transferred substantially all the risks and the assets of the asset or (b) has neither transferred

nor held substantially all the risks and estimates of the asset but has transferred the control of

the asset.

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Notes to the Financial Statements (continued)

2. Summary of Significant Accounting Policies (continued)

h) Revenue from Contracts with Clients

Revenue from contracts with clients represents management fees and investment contract fees

earned by the Group and is recognised on an accruals basis when earned.

i) Taxation

Current Tax

Current tax assets and liabilities for the current and prior periods are measured at the amount

expected to be recovered from or paid to the tax authorities. The tax rates and the tax laws used

to compute the amount are those that are enacted or substantively enacted by the statement of

financial position date.

Deferred Tax

Deferred income tax is recognised on all temporary differences arising between the tax bases of

assets and liabilities and their carrying amounts in the financial statements, with the following

exceptions:

• where the temporary difference arises from the initial recognition of goodwill or of an asset

or liability in a transaction that is not a business combination and, at the time of the

transaction, affects neither accounting nor taxable profit or loss;

• in respect of taxable temporary differences associated with investment in subsidiaries,

associates and joint ventures, where the timing of the reversal of the temporary differences

can be controlled and it is probable that the temporary differences will not reverse in the

foreseeable future; and

• deferred income tax assets are recognised only to the extent that it is probable that taxable

profit will be available against which the deductible temporary differences, carried forward

tax credits or tax losses can be utilised.

Deferred income tax assets and liabilities are measured on an undiscounted basis at the tax rates

that are expected to apply when the related asset is realised or liability is settled, based on tax

rates and laws enacted or substantively enacted at the statement of financial position date.

The carrying amount of deferred income tax assets is reviewed at each statement of financial

position date. Deferred income tax assets and liabilities are offset, only if a legally enforcement

right exists to set off current tax assets against current tax liabilities, the deferred income taxes

related to the same taxation authority and that authority permits the Company to make a single

net payment.

Income tax is charged or credited directly to equity if it relates to items that are credited or charged

to equity. Otherwise, income tax is recognised in the statement of comprehensive income.

j) Segmental Reporting

At this point, identifying and assessing investment projects is the only activity the Group is

involved in and is therefore considered as the only operating/reportable segment. The Group has

to date implemented five such investment projects, namely the launching of Black Oak Alpha

Growth Fund plus the Interval Fund and the acquisitions of PLAC, AILAC and Havelet.

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Notes to the Financial Statements (continued)

2. Summary of Significant Accounting Policies (continued)

j) Segmental Reporting (continued)

The financial information of the single segment is therefore the same as that set out in the

statements of comprehensive income, statements of financial position, the statements of

changes to equity and the statements of cashflows.

k) Share based payments

The Group has applied the requirements of IFRS 2 Share-based payments to the extent that

warrants or options have been issued for services rather than to shareholders in relation to share

subscriptions.

The cost of employees share options has been calculated using a Black Scholes model and is

recognised in the statement of comprehensive income in the period in which the options are

issued. The corresponding credit is recognised as an option reserve.

In addition to the above the Company when placing shares through its Broker has granted the

Broker warrants to subscribe for additional shares at a future date. The fair value, calculated

using a Black-Scholes model in the absence of any clearly delineated service and determined at

the grant date of the warrants is credited to share based payment reserves with an offsetting

reduction in the share premium account to reflect the cost to the Company of the share issue.

On exercise of the warrants, the share-based payment reserve has been reversed with an

offsetting increase in the share premium account.

Details of outstanding warrants and employee options and the inputs to the models used to

calculate fair value can be found in notes 18 and 19.

l) Financial Risk Management Objectives and Policies

The Company does not enter into any forward exchange rate contracts.

The main financial risks arising from the Company’s activities are market risk, interest rate risk,

foreign exchange risk, credit risk, liquidity risk and capital risk management. Further details on

the risk disclosures can be found in Note 20.

m) Equity

Equity instruments issued by the Company are recorded at the value of net proceeds after direct

issue costs.

n) Cash and Cash Equivalents

Cash and cash equivalents comprise cash held in bank. This definition is also used for the

Statement of Cash Flows.

The Company considers the credit ratings of banks in which it holds funds in order to reduce

exposure to credit risk. The Company only keeps its holdings of cash and cash equivalents with

institutions which have a minimum credit rating of ‘A-’.

The Company considers that it is not exposed to major concentrations of credit risk.

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Notes to the Financial Statements (continued)

2. Summary of Significant Accounting Policies (continued)

o) Accounting for insurance contracts and investment contracts in owned insurance

business

Insurance and investment contracts classification

The policy holders own contracts that transfer insurance risk or financial risk, or both.

Insurance contracts are those that transfer significant insurance risk. Such contracts may also

transfer financial risk. As a general guidance, the Group defines as significant insurance risk the

possibility of having to pay benefits on the occurrence of an insured event that are at least 10%

more than the benefits payable if the insured event did not occur. In all cases the insurance risk

is reinsured such that the net amount of life assurance risk that the Group has on each contract

is US $100,000.

Investment contracts are those contracts significant financial risk with no significant insurance

risk. All insurance contracts issued by the Group are accounted for as investment contracts and

are accordingly referred to as such.

Revenue recognition

For investment contracts, amounts collected as “premiums” are not included in the income

statement. They are reported as deposits in the balance sheet (under investment contract

assets).

Claims

“Claims” under investment contracts are not reflected in the income statement. They are

deducted from investment contract liabilities in the balance sheet.

Provisions for liabilities

Investment contracts consist of unit-linked contracts. Unit-linked liabilities are determined by

reference to the value of the underlying matched assets with a non-unit linked reserve for known

future liabilities relating to those investment contracts.

p) Intangible assets

The present value of acquired in-force business (AVIF) arises on the acquisition of portfolios of

investment and insurance contracts, either directly or through the acquisition of a subsidiary. It

represents the net present value of the expected pre-tax cash flows of the contracts which existed

at the date of acquisition and is amortised over the remaining lifetime of those contracts. The

amortisation is recognised in the statement of comprehensive income and is calculated on a

systematic basis to reflect the pattern of emergence of profits from the acquired contracts.

Amortisation is stated net of any unwind of the discount rate.

The estimated lifetime of the acquired contracts ranges from 7 to 27 years.

The value of the acquired AVIF is assessed annually for impairment and any impairment is

recognised in full in the statement of comprehensive income in the year it is identified.

q) Leased assets

Identification of leased assets

For any new contracts entered into, the Group considers whether a contract is, or contains a

lease. A lease is defined as ‘a contract, or part of a contract, that conveys the right to use an

asset (the underlying asset) for a period of time in exchange for consideration’. To apply this

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Notes to the Financial Statements (continued)

2. Summary of Significant Accounting Policies (continued)

q) Leased assets (continued)

definition the Group assesses whether the contract meets three key evaluations which are

whether:

i) the contract contains an identified asset, which is either explicitly identified in the contract or

implicitly specified by being identified at the time the asset is made available to the Group

ii) the Group has the right to obtain substantially all of the economic benefits from use of the

identified asset throughout the period of use, considering its rights within the defined scope of

the contract the Group has the right to direct the use of the identified asset throughout the

period of use.

The Group assess whether it has the right to direct ‘how and for what purpose’ the asset is used

throughout the period of use.

Measurement and recognition of leases

At lease commencement date, the Group recognises a right-of-use asset and a lease liability on

the balance sheet. The right-of-use asset is measured at cost, which is made up of the initial

measurement of the lease liability, any initial direct costs incurred by the Group, an estimate of

any costs to dismantle and remove the asset at the end of the lease, and any lease payments

made in advance of the lease commencement date (net of any incentives received). The Group

depreciates the right-of-use assets on a straight-line basis from the lease commencement date

to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term.

The Group also assesses the right-of-use asset for impairment when such indicators exist. At the

commencement date, the Group measures the lease liability at the present value of the lease

payments unpaid at that date, discounted using the interest rate implicit in the lease if that rate

is readily available or the Group’s incremental borrowing rate. Subsequent to initial

measurement, the liability will be reduced for payments made and increased for interest.

r) Significant accounting judgements, estimates and assumptions

The preparation of the financial statements in conformity with UK-adopted IAS requires the use

of certain critical accounting estimates. It also requires management to exercise its judgement in

the process of applying the Company’s accounting policies.

Estimates and judgements are continually 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 estimates made by management that have a significant risk of causing a material adjustment

to the carrying amounts of assets and liabilities within the financial statements for the year ended

31 December 2022 are discussed below:

Assets and liabilities in insurance business

These assets and liabilities principally comprise investment contracts written by the Group,

whose fair value is dependent upon the fair value of the underlying financial assets. The liabilities

are determined by reference to the value of the underlying matched assets with a non-unit linked

reserve for known future liabilities relating to those investment contracts, for example relating to

future expenses. The fair value of the underlying financial assets which is £422,843,781 (2021:

200,535,301) and the valuation of non-unit reserves which is £466,811 (2021: 409,275) both

require estimates to be made.

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Notes to the Financial Statements (continued)

2. Summary of Significant Accounting Policies (continued)

r) Significant accounting judgements, estimates and assumptions (continued)

The judgements that have a significant risk of causing a material adjustment to the carrying

amounts of assets and liabilities within the financial statements for the year ended 31 December

2022 are discussed below:

Acquisition of subsidiary

During the year the Group acquired an insurance subsidiary which has gross assets which are

higher than those of the rest of the Group combined. When accounting for the acquisition of

AILAC, management is required to make an assessment of the fair value of the assets and

liabilities acquired at the date of acquisition. This assessment was based on the audited accounts

of AILAC at 31 December 2022, adjusted to reflect movements reported in AILAC’s management

accounts for the month of December 2022. The assessment of those fair values is subject to

significant uncertainties and judgements.

Determination of gain on bargain purchases

AILAC was acquired for nominal consideration, notwithstanding that at the date of acquisition it

had significant net assets on the balance sheet. The gain on the bargain price acquisition, being

the difference between the fair value of net assets acquired and the acquisition cost, represents

an amount that the sellers were prepared to forego in order to reduce their risks, administrative

and regulatory obligations in the future. As the risks are unable to be quantified with any certainty

and relate to potential future events, the true gain on the bargain purchase is subject to significant

uncertainties.

Employee share options

During the period the Company awarded a number of employee share options to the Directors

and senior management. The value of these options has been reported as an expense in the

profit and loss account with a corresponding credit to the option reserve. The value of these

options has been calculated using a Black-Scholes model with a volatility adjustment applied to

reflect the fact that the Company has a limited trading history. The amount of the discount is

subject to a significant amount of judgement and a reduction in that discount would materially

impact the stated value of the options.

Recoverability of Interval Fund Expenses

Group “Trade and other receivables” includes an amount of £192,346 (2021: £35,814) in respect

of amounts paid under an expense cap agreement together with other organisational costs

incurred in respect of the Interval Fund. The recovery of these amounts is dependent on whether

the assets under management of the Interval Fund are to grow sufficiently such that the expense

ratio of that fund falls below a target level. Whilst the Directors believe that the Interval Fund is

likely to attract significant investment such that these amounts will be recovered in the upcoming

twelve months, there remain significant uncertainties as to whether this will be the case. If these

expenses are not recoverable the Group’s net assets would be lower by £192,346 and there will

be a commensurate charge in the Statement of Comprehensive Income.

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Notes to the Financial Statements (continued)

3. Revenue and Cost of Sales

Revenue and cost of sales relates to the two business activities of fund management and owned

insurance businesses. All revenues except £246,583 (2021: £nil) are from the one geographical

area of North America with AILAC related revenues being from Europe.

4. Expenses by Nature

Fees payable to the Company’s current auditor for

non-audit services:

14,900

6. Income tax

Analysis of tax credit in the year

Group

2022

Company

2022

Group

2021(rest)

Company

2021 (rest)

Current tax

Deferred tax

85,402

29,620

Income tax

85,402

29,620

Group

202

Company

202

Group

202

(restated)

Company

2021

(restated)

Directors’ fees (Note 17)

640,870

898,431

Audit fees payable to Company auditors

62,570

43,850

Other audit fees

173,525

65,055

Costs relating to acquisitions

158,942

60,389

Amortisation of right of use assets

78,445

34,619

Amortisation of intangible assets

38,254

Professional and consultancy fees

151,899

67,700

61,158

Other expenses

1,098,516

348,572

1,560,680

378,718

Operating expenses

2,403,021

1,282,356

2,768,978

1,477,165

5. Auditors’ remuneration

Group

2022

Company

2022

Group

2021

Company

2021

Fees payable to the Company’s current auditor for

the audit of the Company’s annual accounts:

62,570

43,850

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Notes to the Financial Statements (continued)

6. Income tax (continued)

Factors affecting the tax credit for the year are as follows:

Profit/(loss) on ordinary

activities before tax

3,093,176

(360,745)

(1,743,924)

(1,384,336)

Analysis of charge in the

year

(Profit)/loss on ordinary

activities multiplied by rate of

corporation tax in the UK of

19% (2021: 19%)

(587,703)

68,542

331,346

263,024

Bargain purchase not

subject to tax

780,140

Expenses not deductible for

tax purposes

(38,830)

(337)

(128,364)

(89,662)

Tax losses carried forward

(68,205)

(173,362)

Deferred credit tax for the

year

85,402

29,620

The Group has accumulated tax losses of approximately £3,600,000 (2021: £3,150,000 (restated))

that are available, under current legislation, to be carried forward indefinitely against future profits.

A deferred tax asset has not been recognised in respect of the losses of the Company due to the

uncertainty of future profits. The amount of the deferred tax asset not recognised is approximately

£684,000 (2021: £483,000 (restated)). A deferred tax asset of £508,000 (2021: £378,000) has been

recognised in the assets of the insurance business relating to deferred acquisition costs.

7. Earnings per share

The calculation of the basic earnings per share is calculated by dividing the profit for the year from

continuing operations of £3,178,578 (2021: loss £1,666,304) for the Group by the weighted average

number of ordinary shares in issue during the year of 431,887,388 (2021: 354,487,424). For diluted

earnings per share the number of shares in issue is calculated assuming all the options (137m) and

warrants (206m) have been exercised.

2022

2021

Profit/(loss) for the year from continuing operations

3,178,578

(1,714,304)

Weighted average number of shares in issue

431,887,388

354,478,424

Fully diluted average number of shares in issue 777,100,388 N/A

Basic earnings per share

0.7p

(0.5p)

Fully diluted earnings per share

0.4p

N/A

Potential dilutive shares are detailed in notes 18 and 19.

Since the Group made a loss in 2021, there is no reported dilution for that period.

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Notes to the Financial Statements (continued)

8. Investments in group undertakings

Company

£ (restated)

Shares in group undertakings:

Opening balance

2,935,819

Disposals in the year

(3,600)

Closing balance

2,932,219

Investment in group undertakings are recorded at cost, which is the fair value of the consideration

paid.

Principal subsidiaries

The group’s subsidiaries at 31 December 2022 are set out below. Unless otherwise stated, they have

share capital consisting solely of ordinary shares, and the proportion of ownership interests held

equals the voting rights held by the group. The country of incorporation or registration is also their

principal place of business.

Name

Registered office

Ownership*

2022

2021

Alpha Longevity Management

Limited

British Virgin Islands

100%

Pacific Longevity Ltd

Republic of Ireland

100%

Alpha Group (Bermuda) Ltd

Bermuda

100%

Havelet Assignment Company

Limited

Barbados

100%

Alpha Growth Management Inc

United States

N/A

100%

Alpha Growth Management LLC

United States

100%

Northstar Group (Bermuda) Ltd

Bermuda

95%

Providence Life Assurance

Company Ltd

Bermuda

95%

Alpha International Life Assurance

Co Ltd

Guernsey

95%

*All ownership interests are directly held by the Company except that both PLAC and AILAC are held

through the Company’s interest in Northstar Group and Havelet is held through Alpha Group

(Bermuda) Ltd.

Alpha Growth Management Inc was struck off during the year, since the original plans for the entity

were superseded when the Group acquired Alpha Growth Management LLC. Pacific Longevity

Limited was in the process of being voluntarily struck off at the year end and this process has now

been completed.

The registered office of Alpha Longevity Management Limited is at Sea Meadow House, PO Box 116,

Road Town, Tortola, VG1110, BVI.

The registered office of Alpha Group (Bermuda) Ltd, Northstar Group (Bermuda) Ltd and Providence

Life Assurance Company Ltd is at Atlantic House, 11 Par-la-Ville Road, Hamilton, HM11, Bermuda,

The registered office of Alpha Growth Management LLC is at 500 Newport Center Drive, Suite 680,

Newport Beach, California 93660, USA.

The registered office of AILAC is at Albert House, South Esplanade, St Peter Port, Guernsey, GY1

1AW.

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Notes to the Financial Statements (continued)

8. Investments in group undertakings

The registered office of Havelet is at 1

Floor. Limegrove Centre, Holetown, St James, Barbados, W.I.

All subsidiaries are included in the consolidation and share the same principal activity except PLAC

and AILAC which have been acquired with a view to facilitating the activities of the rest of the Group.

The Company remains a member of BOAGF GP, LLC, with a 50% interest. There has been no activity

in this entity during the period.

9. Intangible assets - Group

AVIF

Rights

Goodwill

Total

Cost

At 1 January 2022

765,070

138,005

903,075

Additions

113,388

At 31 December 2022

765,070

113,388

138,005

1,016,463

Amortisation/Impairment

At 1 January 2022

38,254

Charge for the period

38,254

At 31 December 2022

76,508

Net book amount

At 31 December 2022

688,562

113,388

138,005

939,955

A 31 December 2021

726,816

138,005

864,821

10. Trade and other receivables

Group

As at 31

December

2022

Company

As at 31

December

2022

Group

As at 31

December

2021

Company

As at 31

December

2021

Trade debtors

21,168

500,000

Other receivables

21,492

20,818

Loans

237,919

354,807

140,742

292,577

Prepayments and accrued income

172,687

75,820

112,004

56,496

453,266

952,119

273,564

369,891

There are no material differences between the fair value of trade and other receivables and their

carrying value at the year end.

No receivables were past due or impaired at the year end.

The loans due are interest free, unsecured and repayable on demand.

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Notes to the Financial Statements (continued)

11. Cash and cash equivalents

Group

As at 31

December

2022

Company

As at 31

December

2022

Group

As at 31

December

2021

Company

As at

31 December

2021

Cash at bank

218,530

9,751

195,523

109,558

218,530

9,751

195,523

109,558

The Directors consider the carrying amount of cash and cash equivalents approximates to their fair

value.

12. Share capital

The ordinary shares have attached to them full voting, dividend and capital distribution rights (including

on a winding up). The ordinary shares do not confer any rights of redemption.

Number of

Ordinary Shares of £0.001 each

Capital

Premium

SBP

Reserve

Authorised

Called up

As at 31 December

2021

904,664,388 431,887,388 431,887 5,404,313 113,390

Share issue costs

(16,161)

At 31 December 2022

904,664,388

431,887,388

431,887

5,388,152

113,390

Of the authorised share capital 343,213,000 ordinary shares are reserved for issue under options

and warrants, See notes 18 and 19 for the terms on which those shares can be issued.

13. Trade and other payables

Group

As at 31

December

2022

Company

As at 31

December

2022

Group

As at 31

December

2021

Company

As at 31

December

2021

£ (rest)

Current liabilities

Trade payables

401,711

42,525

Short term loan

350,000

Intergroup liabilities

41,685

47,445

Accruals

444,644

195,825

109,718

109,481

1,196,375

630,035

109,718

156,926

The short-term loan is repayable as to £250,000 on 31 March 2023 and then five equal month

instalments of £25,000 making total repayments of £375,000 including interest.

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Notes to the Financial Statements (continued)

14. Insurance company disclosures

The financial assets and liabilities in the table below and falling within the scope of IFRS 9: Financial

Instruments. Disclosures have, where indicated, been classified as at fair value through profit and

loss (and are designated as such on initial recognition), available for sale or other. Debtors that are

past due have been reduced for impairment losses where applicable.

Consolidated balance sheet for insurance companies

At 31 Dec

2022

At 31 Dec

2021

Investments at fair value through profit and loss

- Financial instruments held to back unit linked liabilities

422,843,781

200,535,301

Cash and cash equivalents in insurance business

9,412,650

522,307

Investments in insurance business

345,836

410,641

Policy backed loans

6,718,811

5,935,472

Deferred tax asset

508,288

377,944

Deferred acquisition costs

568,935

537,511

Other assets

13,905,694

932,500

Total assets in insurance businesses

454,303,995

209,251,676

Investment contracts unit-linked liabilities

424,441,781

200,535,301

Policy loan liabilities

6,893,911

5,931,964

Reserves for unreported claims

466,811

409,275

Creditors arising from insurance and re-insurance operations

12,360,922

274,145

Amounts owed to Group companies

9,573

Other creditors

4,380,431

298,970

Total liabilities in insurance businesses before elimination

448,543,855

207,459,498

Elimination of amounts owed to Group companies

(587,730)

(9,573)

Total liabilities in insurance business

447,956,125

207,449,925

Net assets in insurance businesses

6,347,870

1,801,751

There is no material risk to the Group arising from the investment portfolios held by PLAC or AILAC

as the majority of policyholder liabilities are directly linked to the value of the policyholder investments

held. Further details of the amounts included in the consolidated financial statements in respect of

the two insurance subsidiaries for the period from their respective acquisitions on 19 March 2021

and 25 November to 31 December 2022 are disclosed below to assist readers in understanding their

impact on the consolidated financial statements.

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Notes to the Financial Statements (continued)

14. Insurance company disclosures (continued)

Year to 31

Dec 2022

19 Mar 2021 to

31 Dec 2021

Policy charges and fee income

3,424,875

2,290,948

Direct costs of insurance business

(2,336,898)

(1,639,167)

Investment income

3,523

Total revenue

1,087,977

655,304

Movement in deferred acquisition cost

21,525

22,682

Operating costs (excluding group fees)

(755,287)

(949,002)

Net result before tax

354,215

(271,016)

Tax credit

85,402

29,620

Net result after tax

439,617

(241,396)

Investments held within investment contracts are measured at fair value, and they can be grouped

into Levels 1 to 3 based on the degree to which fair value is observable.

- Level 1 fair values are those derived from quoted prices in active markets;

- Level 2 fair values are those derived from inputs other than quoted prices that are observable either

directly or indirectly;

- Level 3 fair values are those derived from valuation techniques that are based on inputs that are not

quoted prices.

For each of the financial assets held within investment contracts in the table below, carrying value is

a reasonable approximation of fair value. There were no transfers between levels during the period

At 31 December 2022

Level 1

Level 2

Level 3

Total

Receivables

6,179

Cash and cash equivalents

25,203,227

Fixed income

25,667,401

Equities

281,143,387

6,491,257

23,765,097

311,399,741

Investment funds

54,313,546

Private placements

11,777,442

Direct investments

4,234,731

386,333,740

6,491,257

39,777,270

432,602,267

At 31 December 2021

Level 1

Level 2

Level 3

Total

Receivables

5,554

Cash and cash equivalents

11,748,979

Fixed income

24,473,263

Equities

44,718,330

12,927,367

24,712,482

82,358,180

Investment funds

66,887,725

Private placements

11,797,403

Direct investments

4,217,143

147,833,853

12,927,367

40,727,029

201,488,249

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Notes to the Financial Statements (continued)

14. Insurance company disclosures (continued)

Investments are held to back unit-linked liabilities. Any increase or decrease in their value is matched

by an associated decrease or increase in liability to policyholders.

The segregated account liabilities

follow the similar fair value levelling as the segregated account assets.

Group net investment in insurance companies

At 31 Dec

2022

At 31 Dec

2021

Total assets in insurance companies

454,303,955

209,251,676

Total liabilities in insurance companies

(448,543,855)

(207,449,925)

Other intangible assets acquired AVIF

688,562

765,070

Other intangible assets acquired Goodwill

138,005

6,586,667

2,704,826

15. Acquisition of subsidiaries

On 6 December 2022 the Company’s 95% owned subsidiary Northstar Group (Bermuda) Ltd

acquired 100% of AILAC. AILAC is a life assurance company registered in Guernsey and regulated

by the Guernsey Financial Services Commission. The Group incurred costs of £158,942 related to

the acquisition which are recorded in operating expenses. On 12 December 2022 the Company’s

100% owned subsidiary Alpha Group (Bermuda) Ltd acquired 100% of Havelet. Havelet is a liability

assignment company registered in Barbados and regulated by the Barbados Financial Services

Commission.

AILAC was acquired as part of the Company’s pre-announced strategy to grow assets under

management (i.e. both owned and managed life settlements) to £2 billion. Havelet was acquired

because its business model is complementary to the activities of the rest of the Group and is expected

to give rise to cross-selling opportunities.

The sellers of AILAC were prepared to sell the company at a bargain purchase price as they were a

significantly larger group who saw AILAC’s business as insignificant whilst continuing to impose a

regulatory risk and capital burden on that group. Furthermore the list of potential buyers was limited

by the need to have experience at running similar businesses in order to receive regulatory approvals.

The Group has identified a number of large insurance groups who are equally keen to divest their

smaller subsidiaries and therefore there is the potential for further such acquisitions in the future.

Included in operating expenses is £158,942 of legal fees and other costs related to the acquisition of

AILAC. There are no such costs related to the acquisition of Havelet.

The Statement of Comprehensive Income includes, in the amount reported under revenue from

owned insurance companies, £246,583, in the amount reported under expenses in managing

insurance companies £101,750 and in the amount reported under operating expenses, £47,167

arising from the acquisition of AILAC which resulted in an overall increase in profits of £97,167. There

was no impact on the Statement of Comprehensive Income from the acquisition of Havelet as the

revenues and costs post-acquisition are not material.

The only restatement of the assets and liabilities in respect of AILAC required under IFRS3 was an

increase in liabilities of £400,000 to reflect a liability arising to the Company on acquisition. The only

restatement in respect of Havelet was to recognise an intangible asset, that being contractual rights

to future income acquired through the acquisition. The assets and liabilities are as presented below

in respect of each subsidiary acquired:

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Notes to the Financial Statements (continued)

15. Acquisition of subsidiaries

AILAC

Total unit-linked assets in insurance company

227,362,000

Total cash outside unit-linked policies

9,377,000

Other assets

12,782,000

Total assets in insurance companies

249,521,000

Total unit-linked liabilities in insurance companies

(228,960,000)

Trade and other payables

(16,455,000)

Total liabilities insurance companies

245,415,000

Identifiable assets less liabilities

4,106,000

Bargain purchase amount attributable to – Controlling interests

(3,900,700)

Non-controlling interest

(205,300)

Consideration satisfied by cash

£0

Havelet

Intangible asset - rights

Trade and other receivables

113,387

43,135

Cash at bank

193,493

Trade and other payables

(350,015)

Identifiable assets less liabilities

£0

Had both AILAC and Havelet been owned throughout the year revenues of the Group would have

increased by £1,920,919 and profits by £686,886.

16. Related party disclosures

Balances and transactions between the Company and its subsidiaries, which are related parties

have been eliminated on consolidation and are not disclosed in this note.

The remuneration transactions with Directors have been included in in the remuneration table in

Note 17.

Directors fees paid to Daniel Swick were paid to Kango Group LLC (“Kango Group”). Kango Group

is connected by way of Mr. Swick’s directorship and major shareholding in Kango Group. There were

no balances outstanding between the Company and Kango Group at 31 December 2022 (2021: £nil).

Directors fees paid to Gobind Sahney were paid to GO Services LLC (“GO Services”). GO Services

is connected by way of Mr. Gobind being the controlling member of GO Services. There were no

balances outstanding between the Company and GO Services at 31 December 2022 (2021: £nil).

The short-term loan referred to in note 13 was provided by OSMO Holdings Ltd, a company of which

the Company Secretary is a director and a 50% owner through his consultancy firm.

17. Directors’ emoluments

Details concerning Directors’ remuneration can be found below. The Directors are considered to be

the key management.

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Notes to the Financial Statements (continued)

17.

Directors’ emoluments

Name of Director

Fees

Other

Total

Gobind Sahney

171,554

245,152

416,706

Daniel Swick

97,364

Jason Sutherland

48,000

78,800

174,800

Total

316,918

323,952

640,870

Other amounts represent director share options, see note 19 for further details.

18. Share warrants

Warrants

The Company during the prior period past granted warrants to its former Broker

. Warrants are

exercisable at the

price normally equal to the average quoted market price of the Company’s shares

on the date of grant or at the nearest placing price. T

he warrants vest immediately and with an exercise

period of 2 years from the date of grant. Nil (2021: 18,750,000) broker warrants were granted

in the

year ended 31 December 2022.

The charge against the share premium account on issue of the broker warrants was £nil (2021:

£122,905) and £nil (2021: £113,390) net of broker warrants exercised. The fair value of the broker

warrants issued in the prior year was calculated using the inputs set out in the prior year financial

statements.

Shareholder warrants are not provided for services and accordingly no warrant reserve or share based

payment is recognised for these warrants.

2022

2021

Number of

warrants

Weighted

average

exercise

price

Number of

warrants

hted average

exercise

price

000’s

Outstanding at the beginning of the

period

206,250

0.029

Granted during the period for services

22,321

0.019

Granted during the period with shares

187,500

0.030

Exercised during the period

(3,571)

0.014

Outstanding at the end of the period

206,250

0.029

206,250

0.029

Exercisable at the end of the period

206,250

0.029

206,250

0.029

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Notes to the Financial Statements (continued)

19. Share-based payment awards

During the year, the Company issued share options to the Directors and senior management. The

total options granted represent 10% of the issued share capital of the Company at the end of the

calendar year. The allocation of these options amongst the Directors and others was decided by the

Remuneration Committee based on the contribution of those individuals to the future prospects of the

Company. The options have a five-year term from the year end to which they relate and are

exercisable at the market price of the shares on the day prior to issue although any departing option

holder must exercise those options within six months of leaving (or the date issued if later).

The share options outstanding at 31 December 2022 had a weighted average contractual life of

approximately 2 years. The fair value of options granted during the year was £334,800 (2021:

480,674) calculated using a Black-Scholes model with inputs as follows

Share price at date of grant 2.9 pence

Exercise price 2.95 pence

Expected volatility 23.14%

Expected dividend Nil

Vesting criteria Exercisable on date of grant

Contractual life 5 years

Risk free rate 3.341%

Estimate fair value of each warrant 0.78 pence

Share options outstanding during the year ended 31 December 2022 and period ended 31 December

2021 were as follows:

2022

2021

Number of

options

Weighted

average

exercise

price

Number of

options

Weighted

average

exercise price

000’s

Outstanding at the beginning of the

period

93,774

0.0295

Granted during the period

43,189

0.0295

93,774

0.0295

Exercised during the period

Outstanding at the end of the period

136,963

0.0295

93,774

0.0295

Exercisable at the end of the period

136,963

0.0295

93,774

0.0295

20. Financial Instruments

The following table sets out the categories of financial instruments held as at 31 December 2022 and

31 December 2021:

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Notes to the Financial Statements (continued)

20. Financial Instruments (continued)

Group

As at 31

December

2022 £

Company

As at

31 December

2022 £

Group

As at 31

December

2021 £

Company

As at

31 Dec

2021 £

Financial Assets

Financial assets measured at fair

value through profit and loss

- Unit linked investment contracts

(see note 14)

422,843,781

200,535,301

Other assets in insurance business

31,460,214

8,716,375

Loans and receivables - Cash and

cash equivalents –

Short term

investments

5,007,650

9,571

195,523

109,558

Right of use assets

183,672

262,117

Loans and receivables - Trade and

other receivables

42,660

521,492

20,818

Loans and receivables – Loans

237,919

354,807

140,742

292,577

Annuity contracts

2,274,254

Financial liabilities

Financial liabilities measured at fair

value through profit and loss:

- Unit linked investment contracts

424,441,781

200,535,301

Financial liabilities measured at

amortised cost

- Trade and other payables

401,711

42,525

61,719

67,768

- Lease liabilities

238,483

269,109

- Other insurance related liabilities

23,514,344

6,914,624

a) Market risk

The Group is not materially exposed to market risk as it has not nor does it intend to hold

instruments subject to market risk other than those within unit-linked investment contracts

referenced in note 14. Market risk is the risk that changes in market prices, such as share prices

and interest rates will affect the Group’s income or value of its holdings of financial instruments.

The objective of market risk management is to manage and control market risk exposures within

acceptable parameters, while optimising the return on risk.

b) Interest rate risk

The Group is not materially exposed to interest rate risk because it does not have any funds at

either fixed or floating interest rates.

c) Foreign currency risk

The Group has a material exposure to foreign currency risk as a significant proportion of the

assets of the Group outside of those held by the Company are denominated in US Dollars.

The net assets of subsidiaries denominated in US Dollars amount to approximately £1.58

million (2021: £1.87 million).

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Notes to the Financial Statements (continued)

20. Financial instruments (continued)

d) Credit risk

The Group’s maximum exposure to credit risk in relation to each class of recognised asset is

the carrying amount of those assets as indicated in the balance sheet. At the reporting date,

there was no significant concentration of credit risk. Receivables at the year-end were not past

due, and the Directors consider there to be no significant credit risk arising from these

receivables.

The Group’s cash and cash equivalents are held with banks whose ratings are ‘A’.

e) Liquidity risk

Cash flow working capital forecasting is performed for regular reporting to the directors. The

directors monitor these reports and forecasts to ensure the Group has sufficient cash to meet

its operational needs.

f) Capital risk management

The Company defines capital based on the total equity of the Company. The Company

manages its capital to ensure that the Company will be able to continue as a going concern

while maximising the return to stakeholders through the optimisation of the debt and equity

balance.

In order to maintain or adjust the capital structure, the Company may adjust the amount of

dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets

to reduce debt, in the future.

21. Average number of people employed

Average number of people employed, including Directors:

Group

2022

Company

2022

Group

2021

Company

2021

Number

Office and management

22 Subsequent events

On 20 March 2023 the Company issued 18,750,000 Shares at 2p per share on exercise of certain

warrants issued to the Company’s former brokers. This resulted in a cash inflow of £375,000 which will be

used to repay the loan referred to in Note 13 and the Company has negotiated earlier repayment terms for

that loan which will reduce the interest charge by £4,000.

Subsequent to the year-end Credit Suisse, Silicon Valley Bank (“SVB”) and Signature Bank (“Signature”)

announced that they were in financial difficulties. At the time of the announcement the Group had an

exposure of approximately £2 million to Signature. Management immediately took actions to reduce the

Group’s exposure to those banks and subsequently both announced rescue plans which secured all

deposits. The Group has not suffered any loss as a result of these events but remains vigilant to credit risk.

Alpha Growth Plc

Annual Report & Financial Statements

For the Year Ended 31 December 2022

Notes to the Financial Statements (continued)

23 Leases – Company and Group

The Company has a sixty-month lease for the rental of a property in California, which expires in May 2026.

The right of use asset on the lease has been separately reported in the statement of financial position as

the Company has no other fixed assets. The lease is non-terminable other than with a substantial penalty

and there is no right to sub-let otherwise than with the consent of the landlord. Additional information on the

right of use asset is as follows:

Carrying

Amount B/Fwd

Depreciation

Carrying

Amount C/Fwd

Office

262,117

(78,445)

183,672

The net present value of lease liabilities are all due within 4 years and comprise

Group & Co

As at 31

December

2022

Group & Co

As at 31

December

2021

Lease payments

215,985

269,109

Finance charges

22,498

32,254

238,483

301,363

24 Annuity Contracts - Group

The discounted and fair value of the annuity contracts as presented in the consolidated statement of

financial position relate to the following categories:

Group

as at 31

December

2022

Group

as at 31

December

2021

Deferred variable annuity contracts

4,789,120

Fixed annuity contracts

2,274,254

7,063,474