Supply@ME has launched its

unique Inventory Monetisation

services and agreed its first

White-Label commitment

Annual Report and Accounts 2023

Supply@ME’s business model

is unique and learning through

the challenges presented

during 2023 will enable the

business to serve a greater

range of client business models

and inventory funder appetites

Company registration number: 03936915

Contents

Strategic Report

4 Highlights

6 Chairman’s Statement

7 ChiefExecutiveOfficer’sStatement

8 Supply@ME Inventory Monetisation – Key Features

9 Our Delivery Model

13 How we adapt to scale the business

15 How we follow the tokenisation trend

17 Serviceable Obtainable Market

20 Case study - Retreading

21 Key strategic priorities

29 Our Team

32 Our Leadership Team

34 Team Q&A

36 Engaging with our Stakeholders

38 Financial Review

46 Environmental, Social and Governance Review

48 Task Force on Climate-Related Financial Disclosures

50 Principal Risks and Uncertainties

Corporate Governance Report

62 Corporate Governance Introduction

63 Directors’ Information

71 Statement of Compliance with the QCA Corporate

Governance Code

75 Report of the Nomination Committee

78 Report of the Audit Committee

85 Directors’ Remuneration Report

108 Report of the Directors

Financial Statements

116 Independent Auditor’s Report

121 Consolidated Statement of Comprehensive Income

122 Consolidated Statement of Financial Position

123 Consolidated Statement of Changes in Equity

125 Consolidated Statement of Changes in Cash Flows

127 Notes to the Consolidated Financial Statements

177 Company Statement of Financial Position

178 Company Statement of Changes in Equity

179 Notes to the Company Financial Statements

Information

197 Company information

198 Glossary

Strategic

Report

4 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report4 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

Financial KPIs

Total revenue from continuing

operations

Adjusted operating (loss) from

continuing operations*

(Loss) before tax from continuing

operations

(Loss) from discontinued

operations

Total Group assets Total Group net (liabilities)

£0.1min2022 (£4.6m)in2022 (£7.7m)in2022

(£2.2m)in2022

*Adjusted operating loss is the operating loss from continuing operations before impairment charges and fair value adjustments.

£8.3mat31December2022 (£2.0m)at31December2022

£0.2m (£3.6m) (£4.2m)

(£0.2m) £2.2m (£3.8m)

During2022Supply@MEdemonstratedthattheconceptof

InventoryMonetisation(“IM”)works.Buildingonthis

progress,during2023andearly2024thebusinesshas

continuedtolearnanddevelopitstrackrecord.Thishad

beendemonstratedbythefirsttraditionalmonetisationof

inventory in Italy and the signing of an agreement for

monetisationofinventoryintheUK.Thestrategic

partnership with the a group of private investors and subject

matter experts of working capital solutions to launch an

independent Swiss-based trading business (“CH Trading

Hub”) and the secured commitment of USD$5 million from

an asset manager specialised in digital assets to start the

overallUS$100millionsecuritytokenalsodemonstrates

progress.Inaddition,theGrouphassuccessfullyagreed

thefirstWhite-LabelcommitmentwithBancoBPMS.p.A

(“BBPM”)tofundupto€10millionofanexistingclient’s

inventory, launching a new revenue stream for the

Company.Thisiscomplimentedbytherecent

announcement of the relationship between Supply@ME and

anItalianneobanktoprovidefunding,initiallyfor€35million

aspartofanoverallprogrammeupto€135million,of

inventoryinrelationtotheSupply@MEItalianclientpipeline.

ThisAnnualReportandAccountsfortheyearended31

December2023(the“AnnualReportandAccounts”)

explains the foundations which have been established to

enable delivery of the business model to clients with a

wide range of inventory through of the development of

methodologiesacrossvaryingbusinessmodels.Itwillalso

highlight the opportunities available through the

development of our delivery model in collaboration with

the CH Trading Hub and the possibilities available through

traditionalandnon-traditionalfundingroutes.Taking

thesefactorstogether,theBoardbelievesthisoutlines

whytheGroup’scurrentfinancialperformancedoesnot

demonstrateitslonger-termpotential.

Highlights

5 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report5 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

£ 330.7 m

Operational KPIs

Warehoused goods monetisation pipeline at 19 April 2024

£374.6mat21April2023

The pipeline KPI represents the current potential value of

warehoused goods inventory to be monetised rather than

pipelinerevenueexpectedtobeearnedbytheGroup.As

such, this provides a good indicator of the level of demand

fortheGroup’swarehousedgoodsmonetisationservices.

This pipeline represents the value as at the most

practicable date possible prior to the issue of this annual

report(being19April2024).andhasbeencalculatedona

consistentbasisastheprioryearcomparative.Itshould

benotedthatofthecurrentpipelinefigureof£330.7

million, there is one single client that accounts for

approximately57%ofthetotalpipeline.

As referenced in the business, trading and funding update

announcementissuedbytheCompanyon29February

2024,theGroupisintheprocessofconductingafull

review of its pipeline and is progressing with requesting a

formal letter of interest from each client company in its

pipeline for which there is currently not a signed term

sheetinplace.Asat19April2024,approximately9%of

the£330.7millioncurrentpipelinefiguresaresupported

by either signed term sheets or the signed new letter of

interest.Thispercentageisexpectedtogrowasthenew

processbecomesfullyembedded.

6 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

Dear Shareholders,

I am pleased to share this statement after my first full year

as Chair of Supply@ME. The reasons I joined the Company

continue to hold true, the passion and enthusiasm of the

team and desire to help Supply@ME with its mission of

unlocking barriers for investors to be able to fund inventory

and ultimately help businesses access a new type of working

capital solution.

The unique solution which Supply@ME offers is starting to

gain traction in the market which is demonstrable by the

tangible progress made during 2023 of the first traditional

Inventory Monetisation being executed in Italy. A further

such transaction was also fully contracted with the first

UK Company during 2023, albeit there has been a delay

in execution of this transaction largely as a result of the

Inventory Monetisation being managed alongside an existing

floating charge facility which has required this client company

to gain specific waivers from existing lenders. While this

has resulted in delay to completing the deal, it nonetheless

serves as further proof an IM transaction model can work

in the UK, including alongside existing financing facilities. To

deliver the first IM transactions the Group has connected

through its IM Platform the client company, inventory

funder and stock company to facilitate the execution of

the IM transactions. This in itself requires confidence from

all stakeholders in the accountancy, legal and technology

frameworks and internal processes designed to facilitate

Inventory Monetisation transactions over the Platform. I look

forward to seeing both the client and inventory funder base

grow as the model begins to scale.

The increased interest in tokenisation of assets is an area

of opportunity for Supply@ME, which will be discussed

in more detail in this year’s Annual Report and Accounts.

The viability of tokenisation of inventory had already been

demonstrated by the Group’s strategic partnership with

VeChain Foundation (“VE Chain”) and was further solidified

by the progress made in structuring a security token

framework with the CH Trading Hub, owned by Société

Financière Européenne S.A. (“SFE”), which will allow a first

security token issuance up to USD$100 million to be

subscribed in tranches, largely by institutional investors who

are active in the digital asset markets.

A significant milestone for the Company has been the

signing of the first White-Label commitment from BBPM to

fund up to €10 million of inventory of an existing client of

the bank. This in my view will open up an additional market

for the Supply@ME Platform and will create the opportunity

for the Group to work closely with a range of financial

institutions and their existing client base using the Group’s

unique model. The agreement with BBPM also recognises

the deep expertise of the team as inventory servicing

specialists.

Despite the positive steps set out above, 2023 has not been

without it challenges, the Board and team have invested a

significant amount of time focusing on ensuring the Group has

sufficient funding to realise its potential, potential which is not

representative of either the financial results or the diminishing

share price during 2023. I would like to take the opportunity

to thank our shareholders for their continued support and

appreciation of the potential of our unique product.

I am excited about the

prospects for 2024, we have

a market relevant product,

which is gaining recognition

and interest, a strong team

who have pulled together

to weather some challenging

waters and I look forward to seeing

the Supply@ME Group reach its large

addressable market.

Albert Ganyushin,

Chairman

30 April 2024

Chairman’s Statement

7 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report7 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

Chief Executive Officer’s Statement

Dear Shareholders,

In2022weprovedtheSupply@MEmodelthrough

conductingthefirstIMtransactionusingfundsfroma

non-fungibletoken(“NFT”)issuance.Fromtheworkthatthe

teamandIhaveconductedduring2023andtodatein2024,I

strongly believe there continue to be huge opportunities for

the applicability for our model through tokenisation which will

bediscussedinthisyear’sAnnualReportandAccounts.

Following the inaugural IM transaction, we continued the

progressinto2023andhavetakentheIMmodelto

institutionalinvestors.Firstly,throughtheOpenMarket

Inventory Monetisations taking place that were

announcedduring2023,andtheagreementwiththe

Italianneobankrecentlyannounced.Secondly,bythe

accumulation of work conducted during the year which

resultedinthesigningoftheWhite-Labelcommitment

fromBBPMtodeliverinventoryfundingtoanexisting

clientofBBPMthroughourIMPlatform.Thesignificance

of the engagement of institutional investors and highly

reputable banks in these transactions cannot be

understated.Itdemonstratesthecredibilityofthemodel

wehavebeenworkingtodevelop.

Wemadechangestoourbusinessmodelduring2023in

recognition of the evolution of the regulation of the fund

management industry and to cater to the needs of potential

inventory funders who wanted to see a segregated structure

of the Platform provider, the Supply@ME Group and the

investment adviser, previously TradeFlow Capital Management

Pte.Limited(“TradeFlow”)andtheirCayman-basedglobal

inventoryfund(“GIF”).Thisseparationcameaboutastheresult

ofthedisposalofthe81%stakeintheTradeFlowbusiness

whichwascompletedon30June2023(the“TradeFlow

Restructuring”).TheTradeFlowRestructuringis

expected to create value for shareholders by

eliminatinganyperceptionofconflictsofinterest

between the two businesses and providing

both businesses with greater commercial

opportunitiesthroughthecleardifferentiationof

responsibilitiesoftheindividualentities.

During2023andearly2024Supply@MEhasdevelopedan

alternative IM infrastructure through collaboration with a

group of private investors and subject matter experts of

working capital solutions to launch the CH Trading Hub, to

replacetheGIF.TheCHTradingHub,ownedbySFE,is

assuming control of the independent stock companies

from the GIF to manage the overall trading businesses

using the Platform and the associated inventory servicer

activitiesprovidedbytheGroup.Thisstructureisdesigned

toenableustoscaletheofferingoftheGroupasspecialist

inventory servicer with a stable partner in the CH Trading

Hub.WesharemoredetailaboutthisstructureintheOur

Delivery Model section of this report on pages 9–12.

Additionally,theCHTradingHubwillhandlethetokenroute.

In this regard, the Group is studying together with VE Chain

howtoimplementthephase2withinthesignedstrategic

agreement and it is working with the CH Trading Hub to

launch a security token framework which will allow up to

US$100mtobeissuedandsubscribed,mostlyby

institutionalinvestorsactiveinthedigitalassetmarkets.The

security token is expected to be issued by a vehicle

sponsored by SFE and be tradeable on authorised digital

assetexchanges.Thefirsttrancheofthiscanbeseenbythe

recent announcement of a secured commitment of USD$5

millionfromanassetmanagerspecialisedindigitalassets.

Despitethepositivestepssetoutabove,2023wasa

challenging year for the Company from a funding

perspective,whichhasimpactedtheteam.Iwanttotake

thisopportunitytothanktheBoardandtheSupply@ME

team for their ongoing support and commitment to our

uniqueproduct.Iamproudofhowtheteamhas

collaborated to navigate these challenges and the

unwavering commitment shown to creating our Inventory

Monetisationproduct.

IamexcitedtotaketheGroupforwardinto2024,weare

focused on continuing to evolve the processes,

technologies and methodologies which support our

various client’s business models and inventory types, see

pages 13–14 for more detail, and ultimately create a new

marketforinventoryfunding.Whetherthatbethrough

Open Market Inventory Monetisations, tokenisation of

inventory as an asset and democratisation of the sale of

thisthroughdigitalassetexchanges,orWhite-Label

transactionswithfinancialinstitutions,theprogressthatis

being steadily made should start to show through the

expansionofourtrackrecordandourabilitytofirstbreak

evenandthentoscale.

Alessandro Zamboni,

Chief Executive Officer

30April2024

8 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

Supply@ME Inventory Monetisation – Key Features

Supply@ME is disrupting the industry with its unique

model. Not only does it offer a new approach to businesses

with cash flow needs, but it is doing so at a much more

competitive rate than traditional lenders. Outlined below

are some of the ways in which Supply@ME offers a more

complete, flexible service, that reflects client’s needs than

traditional inventory funders or other competitors.

Supply@ME Traditional

inventory funders

Other

competitors

Purely focused on inventory



 

Non-credit approach



 

Non-intrusiveofotherfinancingoptions



 

Legal true sale



 

Platform based



 

Supply chain resilience enabler



 

Quick initial yes or no



 

Initial amount subject to due diligence



 

Fixed due diligence fee and timescale



 

Revolving facility



 

Cross border



 

Event led independent valuations



 

Positive impact on key ratios



 

Tax deductible costs



 

With fewer drawbacks or restrictions

Linked to other facilities on the balance sheet



 

Debt facility



 

Interest payable



 

Security taken on Inventory or other assets



 

Covenants in place



 

Managementaccountsandborrowingbasecertificates



 

Use of funds pre-determined



 

Advance rate subject to Net Orderly Liquidation Value



 

Regular independent evaluations



 

ICT maturity required (to transfer data)



 

Inventory segregation (if required)



 

Inventory tracking (if required)



 

9 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

During 2023 we have continued to enhance our business

operating model with continued development of our FinTech

IM Platform, including not only the underlying software but

also the supporting processes, methodologies, and legal

framework.

The inventory funding framework evolved further in 2023

through the launch of an independent CH Trading Hub.

The CH Trading Hub, owned by SFE has purchased certain

independent stock companies, to meet the needs of specific

IM transactions, and is in the process of assuming control of

the existing independent stock companies from the GIF. The

CH Trading Hub will also incorporate new independent stock

companies as required in the future.

The advantages to the Supply@ME Group of this new

collaboration with the CH Trading Hub are detailed below:

> Firstly, the CH Trading hub is located in Switzerland which

is traditionally an important trading hub (in particular for

raw materials and commodities) and a region establishing

itself as a global leader in the custody of digital assets

partly through its creation of a digital asset ecosystem

that allows for innovation and diversity within a clear

regulatory framework

. These characteristics are more

desirable to potential inventory funders compared to the

previous location of the GIF, being the Cayman Islands.

The CH Trading Hub has already seen increased interest

from potential inventory funders as a result of this new

structure.

> Secondly, this change responds to an evolution in the

regulation of the fund management industry. In particular,

the Monetary Authority of Singapore, Singapore’s financial

regulator, had advised that TradeFlow should separate its

licensed fund management activities from the rest of the

TradeFlow business. Potential inventory funders had also

provided feedback that the segregation of the Platform

provider and the investment adviser would help to

eliminate any perceived conflicts of interest between these

two roles. The completion of the TradeFlow Restructuring

on 30 June 2023 resulted in the clear differentiation of the

responsibility of both Supply@ME and TradeFlow, and lead

to the opportunity to collaborate with a group of private

investors and subject matter experts in working capital

solutions to launch the CH Trading Hub.

1 Swiss Digital Asset Custody Report 2023, The Capital Markets and Technology Association

The intention is that the CH Trading Hub, through its

ownership of the independent stock companies, will act as

an asset (inventory) management group and invest its equity

capital to build up a dedicated internal structured financing

team and provide, when needed, equity capital for specific

IM transactions. The CH Trading Hub also has ownership of a

dedicated securitisation company authorised in Luxembourg

which it intends to leverage to help facilitate the access of

inventory funders to the IM transaction, through both the

traditional and token financing routes.

As a result of the above, the CH Trading Hub is working

closely with the Group to maximise the opportunity for the

IM Platform and to constitute an Inventory Monetisation

infrastructure which can be used by both banks for their

White-Label offering, and investment banks, security

token arrangers and other inventory funders to adopt and

implement ad-hoc Inventory Monetisation programmes. In

the case of White-Label offerings it allows banks to leverage

their already wide client base, and in the case of other

potential inventory funders it allows them to work closely

with Supply@ME to access its pipeline of client companies

who have already expressed interest in unlocking their

working capital through Inventory Monetisation.

Our Delivery Model

10 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

Our Delivery Model

The diagram below illustrates the role of the Supply@ME Group in the overall Inventory Monetisation infrastructure outlined

on the previous pages .

Inventory Hub

Parent Company

Platform Provider

and Servicer

Inventory

monetisation

Green circle = funds ﬂowing to

Supply@Me Group

Originator of

contracts with Stock

Company and

provider of due

diligence services

Due Diligence

fees charged to

client company

by Supply@ME

Group

Origination fees

charged to client

company by

Supply@ME

Group

License fee

charged annually

by Supply@ME

Group to Stock

Company

Sub-license fee

charged annually

by Stock

Company to

Client Company

Interest paid

annually by Stock

Company to the

Inventory Funder

Fixed proﬁt

charged by Stock

Company to

Client Company

as they buy back

the inventory

Service fee

charged annually

by Supply@ME

Group to Stock

Company

Return provided

in connection

with equity

contribution or

shareholder loan

from Stock

Company to SFE

Inventory Monetised

SFE Société Financière

Européenne SA

Stock Companies

Client Company

Inventory Funders

Provide Debt

0 1

2 6

As shown above, in a typical Open Market IM transaction

(being an IM transaction from the pipeline originated by the

Group and funded by third-party investors), Supply@ME

acts as the due diligence provider and originator in respect

of the client company, and as the IM Platform provider

and inventory servicer in respect of the independent stock

company. For each Open Market IM transaction, the Group

generates revenues from the following activities:

> Pre-Inventory Monetisation activities carried out directly

with the client company wishing to have their inventory

monetised, including due diligence in respect of the client

company itself and its potential eligible inventory, and

origination of the full IM contracts with the relevant stock

company

> Post-Inventory Monetisation activities carried out directly

with the relevant stock company including the usage of

the Supply@ME platform under a Software as a Service

(“SaaS”) contract and the support and administration

activities such as the monitoring, controlling, and

reporting on the inventory monetised.

This model can be flexed and adapted based on the

requirements of the inventory funders particularly in the

case of White-Label partners. For example the level of due

diligence required on a particular client company may vary if

it is already a client of a White-Label inventory funder, or they

may not require the use of a stock company in

a particular structure, in which case some of the Post-

Inventory Monetisation fees (such as the SaaS license fee)

may be charged directly to the White-Label inventory funder

rather than to the relevant stock company.

During 2023, the Supply@ME platform has further

developed its White-Label offering. Coupled with security

protocols and other Platform modules the Group has a clear

understanding of the costs and timelines to deliver modules

for a White-Label partner which will sit within a ring-fenced

set of Microsoft Azure resources. This is in part due to the

Group establishing its own dedicated Microsoft Azure cloud

environment which allows for multi-tenancy, meaning that

true White-Label capabilities exist in deploying a ‘just tech’

solution to any partners should they wish to proceed directly

and not through a independent stock company.

White-Label partners, with training and support from the

Supply@ME team, can acquire the necessary Platform

modules and manage their own Inventory Monetisation

solutions using their own personnel and entity structures as

agreed with each White-Label partner. In this scenario, the

Supply@ME team will be able to provide on-going training

and Platform module support to provide an optimal solution

for any White-Label partner with the adaptability to meet

their individual requirements.

11 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

Pre-Inventory Monetisation activities:

Due Diligence and Origination

The Group works both directly, and with an ecosystem of

partners, to identify client companies who are interested

in Inventory Monetisation, detail of 2023 client company

pipeline can be seen on pages 5 and 19.

After initial discussions with the client the appropriate

inventory model is applied, and the Supply@ME team then,

with secure data sharing and collaboration of the client, carry

out an early-stage in-depth analysis of sales history, historical

inventory data, and future projected sales which then

allows an initial value of eligible monetisable inventory to be

determined. During this stage, the Group’s inventory analysis

expertise is used to assess this data on a granular level

which includes breaking the initial eligible inventory down to

an individual Stock Keeping Units (“SKUs”) level.

With our Customer Relationship Management (“CRM”)

Module, we track each client’s progress through the

origination phase, assigning tasks to individuals as necessary

and tracking completion of those tasks. This module

also gives greater oversight on pipeline activities and

prioritisation, and understanding of inventory attrition rates

as the client progresses through the due diligence process.

With our secure data sharing tool, we ensure bank level

security when a client is sharing data with us, and provide

user only access is truly necessary. With our e-signature tool,

we can adhere to all the necessary jurisdiction guidelines

around e-signatures, including ID verification using

government issued ID documents.

This detailed assessment further filters out and identifies

typical ineligible inventory items according to the Supply@

ME Inventory due diligence parameters (or “Risk Appetite”).

Further consideration is also given to inventory turns,

forecast and historical sales, margins, seasonality, rates of

obsolescence, and criticality of the SKU to the client. The

selected SKUs chosen meet the Group , the stock company,

and the inventory funder’s Risk Appetite.

The result of this detailed analysis is a list of qualifying

SKUs that are considered as eligible items for a potential

Inventory Monetisation transaction. Alongside this, an in

depth analysis is then completed on the client’s business

(e.g. credit analysis) and processes including, for example,

how they track and store inventory, manage orders, and

deliver orders etc. Additionally analysis is carried out in terms

of potential remarketers that can be used to mitigate the

risk for the inventory funders of the disposal of any unsold

goods, where required. Each deal is then run through the

stock company’s cash flow model to ensure sustainability

parameters are not breached.

Once the above due diligence analysis is complete this

is shared with the client and with any potential inventory

funders. Once a specific inventory funder accepts a specific

client company, the process moves from the due diligence

to the contracting phase, and it is here that the formal

commercial contract between the client company and the

relevant stock company governing the IM transaction are

negotiated and finalised.

Lastly, once the contracts are signed by stock company and

the client company, training is given on the Trading Module

to ensure a best in class user experience for the client in

uploading their first, and subsequent files. The client is then

ready to carry out their first IM.

12 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

Our Delivery Model

Post-Inventory Monetisation activities

Platform and Inventory Service Provider

The Supply@ME IM Platform is crucial to the overall IM

transaction as it is through this software technology that

the inventory being monetised is recorded, monitored

and reported on. In order to have usage of the Platform,

the relevant stock company will pay a licence fee to the

Group. In addition to the usage of the Platform, the stock

company also relies on the Group’s expertise in monitoring,

controlling, and reporting on the eligible inventory items

post monetisation as part of the inventory servicer activities

provided. To facilitate these activities, throughout the course

of a contract the client company must provide inventory data

extracted from their Enterprise Resource Planning (“ERP”)

system which allows the Group to carefully monitor the

inventory monetised (via inventory analytics) and to identify

anomalies to be queried with the client company.

In the case of the eligible order-based inventory models the

Supply@ME team has developed a methodology to analyse

the inventory SKUs required to satisfy orders received by

the client company and which are used for internal client

projects required to deliver these orders. The Group’s

monitoring team set Key Performance Indicators (“KPIs”) and

Key Risk Indicators (“KRIs”) based on the in-depth knowledge

of the client’s business model and selected eligible SKUs

gained during the due diligence process. This allows them

to quickly, robustly, and efficiently monitor and assess the

performance of each SKU as up to date data is received

from the client company. The data used to complete the

monitoring activities includes detailed information on the

client company’s sales, inventory movements, end customer

orders, and supplier purchase orders. This continuous

monitoring process enables the Group to understand and

report to the stock company (who own the goods as a

result of the Inventory Monetisation) if the client company is

adhering to the operating cycles and behaviours observed

during the due diligence phase. Data driven discussions are

held with the client around any anomalies detected and

if necessary, remediation strategies are agreed. Following

this, the monitoring and reporting cycle begins again. In our

live clients we have seen evidence of minor anomalies due

to unexpected client behaviours. Once we held the data

driven discussions with the clients, they refined some of their

processes to behave as per the expectations of our legal

frameworks. It is reassuring that our monitoring procedures

can identify these kinds of anomalies, and even more so that

the clients amend their behaviours appropriately. This leads

to a lasting value add relationship between Supply@ME, the

stock company, and the clients.

The Platforms “data factory” module facilitates the level

of data ingestion required, automated application of key

business rules and the creation of a unique inventory

data-lake to design and develop advanced inventory data

analytic metrics such as seasonality, obsolescence risk,

critical components, margin and sales trends, and to some

extent, client behaviours. Together this enables the Group

to effectively monitor and identify anomalies in the inventory

data being collected for monitoring and reporting purposes.

During 2023 the data ingestion module has continued to

be stress tested through live client data being available and

evolving our inventory models and the adaptation of our

Platform to match the requirements of these models.

The Group also provides administrative support in the

facilitation of the client company’s buybacks of the inventory

monetised, and refills of new eligible inventory items over

the course of the IM transaction contract.

As a result of the granular level of data ingestion and storage

available through the Platform, Supply@ME is able at any

time to provide an up-to-date picture of the inventory

monetised (and therefore owned) by the relevant stock

company, together with any receivable amounts owed to

the relevant stock companies. This seeks to provide our

traditional funding partners with the necessary reassurance

and transparency needed for such IM transactions.

As the Group’s business scales up, the focus will be on how

to augment the existing technology to allow the activities

referred to above to be completed in the most efficient

and effective way. This will be particularly important as the

volume of data being collected, monitored, and reported

on increases with each new IM transaction that is facilitated

over the Platform, and as the business seeks to refine and

improve its existing processes. Those improvements and

advancements to the Platform made over the past year are

detailed on the following pages.

13 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

“One size does not fit all” where Inventory Monetisation is

concerned.

Supply@ME’s business model has been developed further

during 2023, and to date in 2024, and adapted for a range

of client company inventory models and inventory funder’s

appetite for different inventory types. Understanding the

needs of a range of businesses and building this into the

Group’s processes and methodologies will enable faster

scaling as the Supply@ME business model will meet the

needs of a broader base of client companies and inventory

funder requirements. Each client company and hence

every inventory model presented to the Group has unique

features that need to be carefully considered and evaluated

to ensure the correct eligible inventory items are selected for

monetisation. This requires the Supply@ME team to:

> Understand the business industry within which the client

company operates, alongside the individual business model

> Work together with the client company to ensure the data

required to accurately assess and monitor the eligible

inventory items can be supplied in the required format

and within the required timeframes

> Identify the appropriate inventory model and monitoring

approach to use, or determine if a new approach will be

required

> Use its inventory analysis expertise to select which SKU’s

qualify as eligible inventory to be monetised. This will

largely be focused on reducing the risk to the relevant

stock company of being left with unsold inventory

> Prepare the client company due diligence report which

includes explanations regarding any ineligible inventory

items identified through the process

> Liaise with the relevant stock company to identify

potential inventory funders

> Liaise with the client company and relevant stock

company to originate the formal contractual arrangement

between the two parties

> Provide training to the relevant parties on the use of

the Platform to allow for the monetisation of the eligible

inventory items (which is facilitated using the Platform) and

> Continuously monitor the eligible inventory to allow

for reporting to the relevant stock company over the

performance of the inventory selected and to ensure

remediation strategies can be applied by the stock

company if necessary.

Currently, the business model of a client company will be

initially categorised into one of the inventory models set

out below. The Supply@ME team has developed specialist

inventory analysis expertise for each of these models based

on the characteristics of the industry and inventory.

Generic Goods

Client companies who trade finished goods, so purchase

and resell specific goods, are a tried and tested client model

for the Group and hence can move through the onboarding

and due diligence process swiftly.

Orders Based Model

Client companies who create or manufacture products “to

order” can be serviced by Group’s orders based model. The

Supply@ME team has developed a methodology to analyse

the inventory SKUs required to satisfy orders received by

the client company and which are used for internal client

projects required to deliver these orders.

Maturing Goods

The Group has recently implemented a new methodology

for goods that mature over time and whose price

appreciates or gathers wealth as they mature. These

goods are typically in the agri-food sector such as cheese

or wine, and leverage available external price matrices to

benchmark the current value of the maturing products. This

methodology is core to the BBPM White-Label binding term

sheet commitment announced in the RNS of 3rd January

2024. The Group also plans to develop methodologies that

will allow it to assess the inventory value for goods that

appreciate during the maturation process but for which

external pricing matrices are not available. This will open up

the market to a broader base of companies whose goods

mature, for example cheese, wine and cured meats.

Manufacturing

Where a client company takes raw materials and transforms

them into finished goods, Supply@ME has developed a

methodology to identify eligible items that includes both

the raw materials (before transformation) and the finished

goods (after transformation). This model is being further

developed to account for more complex manufacturing

scenarios.

How we adapt to scale the business

14 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

How we adapt to scale the business

The Group’s ability to scale

The key to scaling the Supply@ME business is largely linked

to automation of the core elements of our delivery model.

This will allow the Group to effectively service the different

client company business models in the most efficient way

possible, which will in turn enable us to grow our pipeline

of eligible client companies in order to meet the varying

appetite of inventory funders. During 2023 progress has

been made through the clear identification of the key

serviceable client business models (referred to above)

and the development of the associated internal processes

required to allow client companies to access the benefits of

the Supply@ME Platform.

The Group sees the key to its ability to further scale as

becoming:

> best in class in inventory analytics for each of these

different models

> building automation through our due diligence processes

making it fast and easy for client companies to receive

feedback on eligible inventory items and enabling them

to establish if Inventory Monetisation is viable for their

inventory and

> building automation and technological scalability in our

monitoring and reporting activities to proactively detect,

report and mitigate risks for the relevant stock company.

In short, continued focus on our key strategic priorities,

and the shorter term goals that will allow us to deliver

these strategic priorities, is key. Further details of these key

strategic priorities can be found on pages 21–28.

15 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

In 2023, the trend towards tokenising real-world assets has

surged, positioning itself as a significant transformative force

by integrating digital representations of physical assets onto

blockchain technology.

This movement is primarily propelled by the escalating

costs of capital, which spotlight capital inefficiencies, thereby

urging financial institutions to seek out tokenisation as

a strategic solution. This approach aims to streamline

existing processes, enhance operational efficiency, and

notably reduce costs associated with clearing, trading, and

financing activities. The applications of tokenisation span

across various domains, each distinguished by their unique

advantages. For efficiency, applications such as sustainability

reporting, financial market unification, and digital identity

management stand out.

Meanwhile, liquidity-focused applications endeavour to

forge liquid markets for assets previously deemed illiquid,

including carbon certificates and collectables, thereby

expanding their market reach and accessibility. The financial

sector has notably embraced this trend, with tangible

momentum observed in the tokenisation of financial assets.

However, the scope is anticipated to broaden, extending to

other asset classes such as supply chain inventories.

The overarching benefits of tokenisation, irrespective of the

industry, include enhanced liquidity through the facilitation

of fractional ownership, improved accessibility to markets

and assets previously out of reach due to high costs or

access barriers, and heightened transaction transparency

and security provided by blockchain technology. Moreover,

operational efficiencies are anticipated to significantly

benefit from reduced costs, streamlined reconciliations,

and simplified monitoring processes. Additionally, the

composability feature of DeFi platforms allows for RWA

tokens to be utilised in novel ways, further enhancing

potential returns and use cases for investors.

As of now, the realm of real-world asset tokenisation

encompasses distinct categories:

Commodity, focusing on the tokenisation of

gold and to a lesser extent silver, with other

commodities like oil, gas, or agricultural

productsstilllargelyuntapped.

Equity and Debt, involving the tokenisation

of government and corporate stocks and

bonds, complemented by secondary

marketsfortrading.

Carbon and ESG, where tokenisation is applied

to ESG investments, particularly carbon

neutrality initiatives, in response to stringent

regulations, creating a vibrant market for

buyingand“offsetting”carboncredits.

Real estate, where assets are tokenised to

yield passive income through rentals or

utilised as collateralisable assets on

DecentralisedFinanceplatforms.

Luxury and Collectibles, where tokenisation

is applied to unique or rare items, typically

undertheNon-FungibleToken(NFT)model.

How we follow the tokenisation trend

16 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

How we follow the tokenisation trend

Future developments in tokenisation are poised to impact a

wide array of sectors:

Financial Services are expected to see

innovations like tokenised deposits and the

proliferation of stablecoin-based payment

systems.

The Industrial Sector, including

manufacturing, construction, and waste

management,islikelytobenefitfrom

enhancedefficiencyandtransparency.

Energy and Utilities, especially in renewable

energy and the carbon credit market, stand

to gain from streamlined monitoring and

trading.

The Public Sector could see the introduction

of secure digital identities for citizens and

simplifiedaccesstopublicservices.

RealEstateisidentifiedasasectorwith

significantgrowthpotentialduetotheease

of trading and fractional ownership enabled

by blockchain

1 Link to website: https://app.rwa.xyz/treasuries

2 The State of Tokenization by 21 Shares, 2023

A report by 21Shares at the end of 2023 spotlighted the

impressive $118.57 billion worth of tokenised assets on

public blockchains, with Ethereum hosting 58% of these

assets, showcasing an average daily user count of 6 million.

The focus on tokenised private loans and U.S. Treasuries

within the securities-type RWA sector has been particularly

pronounced since 2020, focusing initially on unsecured

loans in the private credit sector. Data from rwa.xyz as of

November 27, 2023, illustrates the significant growth in

the value of active loans across various protocols within

the private credit sector RWA, totalling about $5 billion in

December 2023. Concurrently, the demand for tokens

linked to U.S. Treasuries has surged, with the Total Value

Locked (TVL) in RWA projects linked to U.S. Treasuries

rising from $100 million at the start of 2023 to $780 million,

indicating robust demand

Despite the burgeoning interest and the expansive scope

of tokenisation, the path is strewn with regulatory and

operational challenges. A report by Roland Berger titled

“Tokenization of Real-World Assets: Unlocking a New Era

of Ownership, Trading, and Investment” delineates the

segments poised for significant developments, including

financial services, the industrial sector, energy and utilities, the

public sector, and real estate, highlighting the vast potential

of tokenisation. However, regulatory landscapes continue to

evolve, with legal compliance, KYC/AML regulations, valuation,

audit implications, security, and scalability among the chief

concerns that must be addressed to unlock tokenisation’s full

market potential. Collaboration among stakeholders, including

regulators, issuers, service providers, and investors, is crucial

for establishing a standardised, compliant environment for

global tokenisation efforts.

In this context, the future of tokenisation remains promising,

with projections suggesting the market value for tokenised

assets could reach between $3.5 trillion and $10 trillion by

2030

. This optimistic outlook underscores tokenisation’s pivotal

role in heralding a new era of digital finance and investment,

reshaping the global economic landscape in the process.

Supply@ME is uniquely positioned to unlock a market for

tokenisation of inventory as a real world asset to both retail

and institutional investors. The relationship with VE Chain

and the solid progress made in structuring a security token

framework with the CH Trading Hub to allow the first

security token issuance up to USD$100 million is the

first step on this journey.

17 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

Background

1 European Commission Study on Supply Chain Finance, Valdani, Vicari & Associati January 2020

2 The euro area bank lending survey - First quarter of 2024 (European Central Bank).

When considering the potential market for a new product,

the quantum of the problem that the product has the

potential to solve gives an indication as to the size of the

market opportunity. The Supply@ME product of Inventory

Monetisation facilitates unlocking of capital in a company’s

supply chain whilst also enabling a new market of assets for

investors in the form of inventory. This leads to the question,

how big is this market opportunity for Supply@ME’s platform?

The need for supply chain financing solutions is clearly

demonstrable. The most established parts of the market

(factoring, receivables discounting, and payables finance)

estimated at €1,633.5 billion or 10% of EU’s GDP in 2018

at which point it was estimated that €49,354,416 million

was being loaned or advanced against inventory across EU

member states (including UK at that time). This is prior to the

move from the “just in time” to the “just in case” inventory

model which was facilitated by the global pandemic in 2020.

The novel solution that Supply@ME offers has the potential to

unlock flows in the supply chain financing market even further.

A recent bank lending survey published by the European

Central Bank

reports net demand by firms for loans

continued to decline substantially in the first quarter of 2024

(net percentage of -28%), in contrast to expectations of

stabilisation reported in the previous round of the study in

January 2024 (net percentage of 2%).

While the net percentage of banks reporting a decrease

remained smaller than its all-time low in the second quarter

of 2023 (-42%), the decline added to the substantial net

decreases in loan demand since the fourth quarter of 2022.

Banks in all four large European area countries reported

a further net decrease in demand. The strong decline

contrasted with banks’ expectations of a slight increase.

The general level of interest rates and declining fixed

investment remained the main drivers of the net decrease in

loan demand (see Exhibit 1).

-20

-40

-60

-80

-100

Q1 2022

Q2 2022

Q3 2022

Q4 2022

Q1 2023

Q2 2023

Q3 2023

Q4 2024

Q1 2024

Q2 2024

-40

-80

-120

-160

Q2 2023

Q3 2023

Q4 2024

Q1 2024

Q2 2023

Q3 2023

Q4 2024

Q1 2024

Q2 2023

Q3 2023

Q4 2024

Q1 2024

Q2 2023

Q3 2023

Q4 2024

Q1 2024

Germany Spain France Italy

Fixed investment

Inventories and working capital

Demand - actual

Demand - expected

General level of interest rates

Other Financing needs

Use of alternative Finance

Other Factors

The euro area bank lending survey - First quarter of 2024 (European Central Bank).

Exhibit 1 – Net percentages of banks reporting changes in demand

for loans or credit lines to enterprises, and contributing factors

Serviceable Obtainable Market

18 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

Serviceable Obtainable Market

The reported decline in loan demand was mainly driven

by the general level of interest rates, as reported by banks

in all four large European area countries, and lower fixed

investment, consistent with the net decrease in demand

for long-term loans. It was also reported that several banks

in Germany referred to uncertainty about the domestic

economic outlook and geopolitics more generally. At the

same time, financing needs for inventories and working

capital had a neutral impact on loan demand. Alternative

sources of Financing, such as internal financing and market-

based financing via debt securities and corporate equity,

dampened loan demand in the European area only slightly

in the first quarter of 2024. Similarly to total net demand for

loans to firms, the general level of interest rates and firms’

financing needs for fixed investment were the main drivers

of the decline in demand for loans to both SMEs and large

firms (see Exhibit 2).

-20

-40

-60

-80

-100

Q1 2022

Q2 2022

Q3 2022

Q4 2022

Q1 2023

Q2 2023

Q3 2023

Q4 2024

Q1 2024

Q2 2024

-20

-40

-60

-80

-100

Q1 2022

Q2 2022

Q3 2022

Q4 2022

Q1 2023

Q2 2023

Q3 2023

Q4 2024

Q1 2024

Q2 2024

Loan to SMEs Loan to large enterprises

Fixed investment

Inventories and working capital

Demand - actual

Demand - expected

General level of interest rates

Other Financing needs

Use of alternative Finance

Other Factors

The euro area bank lending survey - First quarter of 2024 (European Central Bank).

Exhibit 2 – Net percentages of banks reporting a change in demand for loans or

credit lines to SMEs and large enterprises, and contributing factors

The outcome of the recent lending survey conducted by the

European Central Bank clearly indicates that corporates are

trying to optimise their cost of funding, considering the high

level of interest rates which impacts their net profits.

This trend also reflects the current Supply@ME pipeline,

where some client companies decided to review the use

of the Inventory Monetisation facility or to wait for better

market conditions before proceeding. Also, some potential

client companies were excluded from the pipeline due to

the deterioration of their financial and/or business outlook.

For this reason, in order to support the inventory funding

processes managed by the CH Trading Hub, to date during

2024 a new process has been introduced where client

companies are asked to sign a Letter of Intent (“LoI”), which

going forward will be the catalyst to inclusion in our pipeline

numbers, this new operational KPI is referenced below. For

the purpose of this Annual Report and Accounts, we include

reference to the pipeline KPI used in previous years which

represents the current potential value of warehoused goods

inventory to be monetised rather than the pipeline revenue

to be earned by the Group as well as this new measure

which is underpinned by those client companies who have

signed an LoI or term sheet (“New LoI pipeline number”).

The LoI process has been very recently introduced and the

associated numbers are currently low, we anticipate being

able to provide a stronger indication of the pipeline in our

next market update.

19 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

Italy

As the track record of transactions and awareness of our

Inventory Monetisation Platform, and its ability to facilitate

Open Market IM’s, continues to grow, following the inaugural

Italian transaction in September 2022 with VE Chain and

further traditional funding IM transaction in 2023 there

is interest from small and large businesses, with differing

levels of monetisable inventory. The success of our first

IM reignited discussions with businesses which had first

been introduced to Supply@ME before the pandemic. Our

pipeline of Italian opportunities continues to evolve and we

are developing the options to facilitate further IMs with other

inventory funders via the CH Trading Hub.

The new Italian legislation pegno non possessorio (the “PNP

Regulation”) was published in January 2023 and came into

effect in June 2023 introducing the concept of security interest

(a concept widely adopted across Europe and the UK) into

Italian law, allowing entrepreneurs to access financing of

their inventory more easily, without having to sell, transform

or otherwise dispose of their business assets. The first

traditional IM transaction in Italy leveraged this regulation.

Supply@ME anticipates it will create further opportunity for

traditional inventory funders to invest in IM transactions

considering the proposed improvements to the legal

enforceability of guarantees over the inventory, through the

arrangement of White-Label agreements, as happened with

BBPM as per the Company’ announcement made on 3 January

2024. Additionally, the recent announcement with regards to

Supply@ME’s agreement with the Italian neo bank will enable

the Company to make solid progress in the Italian market.

Client companies from Italy included in the overall pipeline

KPI have inventory equivalent to £318.6 million as at 19 April

2024, (£162.5 million at 21 April 2023). It is worthy of note

that over 59% of this number is comprised of the inventory

of one large corporate Italian client. The New LoI pipeline

number is £19.2 million.

United Kingdom

Origination in the UK has slowed in line with the background

shown above and the availability of dedicated inventory

funding programmes by the CH Trading Hub. As Supply@

ME continues to onboard the existing pipeline and build its

track-record, this will unlock further related client company

opportunities in the UK. Client companies from the UK

included in the overall Group’s pipeline KPI have inventory

equivalent to £1.8 million as at 19 April 2024, (£212.1 million as

at 21 April 2023). The New LoI pipeline number is £1.8 million.

Europe (excluding UK and Italy)

Client companies have typically been sourced through

Supply@ME’s strong relationships held with a global eco-

system of introducers which have also enabled the growth

in a wider European portfolio of client companies; including

opportunities in France and Germany. There are several

larger ticket opportunities to monetise inventory subject

to the appropriate structure and funding being in place.

Supply@ME has opportunistically engaged with a company

with inventory in warehouses in other European countries

currently £10.3 million of the pipeline for both the historical

method of reporting and the New LoI pipeline number is

located in other European location. Further details will be

announced in due course.

20 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report20 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

The problem

Tyre treading is a sector that is rarely, if ever, in the

spotlight. Yet, it is vital in the automotive sector and,

particularly, to its efforts to reduce its environmental

impact. A new truck or bus tyre requires around 80 litres of

oil, retreading it needs less than 30 litres. In addition, the

retreading process preserves about 80% of the old tyre

and saves up to 70% of energy. More than 70% of

commercial transport fleets, globally, retread their tires at

least once. A retread, typically costs less than half the price

of a new tyre, giving it both commercial and environmental

advantages. While the sector does not receive the plaudits

it should, it has been innovating and driving a circular

economy for over a century. It is also inventory intensive.

The retreading industry is heavily linked to large

commercial tyres for trucks, buses, construction vehicles

and aviation. All of these require a lot of storage space.

R&D costs are also high, the industry is constantly pushing

to reduce waste, improve efficiencies, with each business

seeking to further its environmental credentials and

reduce costs to win tenders.

The solution

Supply@ME was approached by one of the grandee

companies of the retreading industry. This business with

operations across the globe saw significant potential for

growth. Commercial fleets have become increasingly

environmentally conscious and tenders now place a

premium on sustainability. This decades old business had

the know-how and track record, yet operating costs were

preventing it from scaling to its true potential. Supply@ME

integrated its monitoring software within the business’

existing systems without creating friction or delaying

processes. This monitoring software also enhanced the

existing infrastructure enabling them to enhance their

supply chain and inventory planning.

The impact

Monetising their inventory has enabled this Italian success

story to increase its international expansion efforts. This

business, which has always been at the forefront of

innovation in the retreading sector, can now devote more

capital to R&D, enabling it to further improve its production

processes and compete and win more tenders, globally. Its

financial position has been improved, enabling it to plan,

for the long term, with greater certainty and it can invest in

expertise and equipment to capitalise on increasing

demand for its products.

Case study - Retreading

Supporting a business vital to reducing the environmental impact of the automotive sector

21 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

Our three long term Key Strategic Priorities as outlined in the

prospectus in March 2020 are:

1. Become the best Fintech at Inventory Data Monitoring

2. Develop a phygital multi-channel funding strategy

3. Spread a highly scalable global business

Progress against these strategic priorities over the last year

are detailed in the next pages.

Key strategic priorities

22 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

Key strategic priorities

1.BecomingthebestFinTechInventory

DataMonitoringBusiness

Update on sub-goals from 2020 Prospectus

Priority 2023 Progress

Integrate platform

with bank accounts

Ongoing

Due to the stage of growth of the Group and the to date small number of clients onboarded

this has not yet been a direct priority for Supply@ME, as we grow this is a longer term goal

which will be developed in due course as the desire for it becomes higher from corporate

clients and inventory funders.

Progress has however been made on how the data from clients ERP feeds could be ingested

into the Supply@ME platform as detailed below. The Group also anticipates that the

integration / automation with bank accounts (aimed at creating automated rebates once a

client company sells the inventory owned by the relevant stock company) could be an area to

further explore within the White-Label business line, leveraging the relationships with the

White-Label funder which is expected to typically be a commercial bank.

Due diligence /

onboarding

digitisation

Ongoing

During 2023, the Client Relationship Management (CRM) & Due Diligence Module of the IM

Platform was finalised and went live for use internally by the Group. This has enhanced

procedural consistency, accountability, and reporting. This module allows multiple users with

pre-defined roles (and access rights) to enter information and complete tasks related to the

CRM, Due Diligence, and contracting phases of the Group’s activities.

It also facilitates greater oversight on pipeline activities and prioritisation, and understanding of

inventory attrition rates as the client progresses through the due diligence process.

The CRM and Due Diligence module is available to be used for the Group’s White-Label solution.

During 2023, through using the “Test and Learn” approach, the Group has further refined the

due diligence process to optimise resources and client satisfaction.

Enterprise Resource

Planning (ERP) fully

integrated

Ongoing

The data-ingestion cloud-based scalable component that was purchased and customised

during 2022 allows the Platform to integrate multiple-data sources (for example ERP,

Warehouse Management Systems, etc.), underpinning the management of an inventory

analytics data hub.

23 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

Priority 2023 Progress

Internet of Things

(“IoT”) (smart

cameras, Radio

Frequency

IdentificationRFID)

integration for

inventoryoff-site

monitoring

Ongoing

A pilot of IoT tracking is being explored for the Banco BPM White-Label transaction, together

with a US technology partner.

The objective being to create, a unique, unchangeable identifier with the physical object,

thereby creating a digital twin, with reference to the inventory items monetised.

The microtransponder technology (a silicon microchip) can trace, connect, and authenticate

goods across the supply chain.

Supply@ME aims at integrating its platform with the solution offered by the US technology

partner, helping the verification process of the authenticity of the inventory items monetised,

tracking chain-of-custody across the supply chain and managing data through web, cloud, or

blockchain applications.

Remarketing digital

workplace

(e-marketplace

where remarketer

can monitor, and

place signed

Inventory purchase

offers)

Ongoing

The remarketing activities represent a key requirement for certain IM transactions since they

mitigate the risk for the stock company and inventory funders to manage, directly or indirectly,

the disposal of any unsold goods and, from another perspective, improve the selling

capabilities of the overall model so that is it not solely reliant on the performance of the client.

In this regard, the Group continues to work with inventory disposal specialists to develop a

standard framework, underpinning the remarketing phase. The network of remarketers is

increasing and over time the remarketing offering will mature.

Other progress towards becoming the best FinTech Inventory Data Monitoring Business

Priority 2023 Progress

Expansion of

inventory models

Ongoing

As stated in how we adapt to scale the business section of this 2023 Annual Report and

Accounts, as found on pages 13–14, we now have policies, procedures and frameworks in

place that address several different inventory models. These have been developed by the

team as a result of the Group working closely with a variety of clients over the past year and

gaining an understanding of both the vertical industries and the individual business processes

of these client companies. As these Groups continue to work more closely with a diverse

range of client companies, it will allow the processes and procedures to be continually refined,

and new inventory models to be addressed.

Data standardisation

and ingestion

Ongoing

Through adapting the business model for the different client company inventory models as referred

to above and having greater exposure to a wider range of clients, we have now been able to

standardise our data models. This is a critical first step in employing and augmenting the right

technology modules and methodologies to the Platform. Our data ingestion module, through

ad-hoc customisations, has the capability to process all the data necessary for each model.

Monitoring

methodologies

Ongoing

The adaption of the policy and procedures for the various inventory models has allowed us to

simultaneously develop the appropriate monitoring procedures that work best with each model.

Monitoring is one of the Group’s Unique Selling Points (“USPs”) and is key to ensuring we provide

both the independent stock companies and the inventory funders the necessary transparency

and protection against any potential client fraud or losses arising from unsold inventory.

24 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

Key strategic priorities

Priority 2023 Progress

Inventory Data Lake

and Reporting

Ongoing

Through ingesting the data using the most appropriate level of granularity, and by classifying

the data appropriately, we can now overlay standard reporting tools to be able to provide

transparent reports to our client companies as well as to the independent stock companies

and inventory funders.

Trading Module Ongoing

Each Inventory Monetisation transaction is underpinned by strong procedures and some

tasks of the trading process are digitalised, allowing the users to buy and sell, via digital

interfaces, the inventory items.

Also learning from the first up and running IM transactions, the product team of SYME will

collect further business requirements which may lead to further digitalisation of some specific

activities and/or the improvement of the over-all user experience of the trading process.

25 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

2.Developing a multi-channel funding strategy

Priority 2023 Progress

Client Company

Strategy

The Group has focused primarily on the European and UK market during 2023 with the aim of

continuing to build our track record of the first traditional funding and tokenisation IM

transaction, and kicking off our White-Label go-to-market offering. Further expansion of the

Group’s global reach will be a focus as the value and benefits of Inventory Monetisation is

increasingly recognised.

Europe (including Italy)

The Group’s marketing and sales team works with a select panel of originators and local

business introducers who continue to make introductions to high quality businesses. As the

track record and awareness of Inventory Monetisation builds, following the first two completed

IM deals in 2022 and 2023, the Group is seeing opportunities to develop its product to cover a

range of business models and inventory types as detailed in the how we adapt to scale the

business section of this 2023 Annual Report and Accounts on pages 13–14.

The Group has built a strong pipeline in Italy to facilitate further IMs through both the security

token route and traditional inventory funding. The pegno non possessorio (“the PNP

Regulation”) was published in January 2023 and came into effect in June 2023 introducing the

concept of security interest (a concept widely adopted across Europe and the UK) into Italian

law, and allows entrepreneurs to access financing of their inventory more easily, without

having to sell, transform or otherwise dispose of their business assets. The first traditional IM

transaction in Italy leveraged this regulation. The Group has observed in the latter part of 2023

some Italian banks have started to adopt the PNP Regulation within their asset financing

transactions demonstrating the kick off of the over-all adoption programme by the Italian

banking sector.

We have also been working closely with a particular client from our pipeline who has inventory

located in France and as a result this has led to us investing and developing standard French

contracts.

United Kingdom

Origination in the UK has taken longer than expected to materialise. Given that Supply@ME

now has a legal framework in place we expect this to accelerate. The signing of agreements for

the first UK IM transaction was announced on 3 July 2023, the execution of this transaction

was delayed due to several external “barriers” (outside of SYME control) such as an existing

floating charge facility which has required the client company to gain specific waivers, amongst

other things. While this has resulted in delays to this deal, it has proved invaluable in enabling

the team and framework to work to overcome these barriers.

Client companies have typically been sourced through SYME’s strong relationships held with a

global eco-system of introducers which have also started to develop a wider European

portfolio of client companies. As the Group continues to onboard the existing pipeline and

build its track-record, this will unlock further related client company opportunities.

Additionally Supply@ME’s relationship with SFE will help the Group to capitalise on the

foundations built by the sales and marketing team through SFE sourcing funders interested in

monetising the inventory of the client companies identified.

26 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

Key strategic priorities

Priority 2023 Progress

Funders SYME has continued to work diligently to build quality portfolios of client companies to attract

quality inventory funders. Leveraging the first IM transaction made in 2022, the first traditional

Inventory Monetisation transaction made during 2023 and the White-Label commitment

obtained in early 2024 the Group, as the provider of the Platform and inventory servicer, is

now working on the following funding routes:

White-Label

During 2023 work progressed with launching the White-Label go-to-market strategy, this work

culminated in the announcement on the 3 January 2024 of the commitment provided by

BBPM to fund an initial IM transaction with an inventory value to be monetised up to €10

million of an existing client of theirs. During early 2024 there have been a number of

approaches by local and global banks to explore developing their inventory funding offering

utilising the Group’s technology and unique methodologies.

As detailed in the Our Delivery model section on pages 9–12 there is flexibility in the White-

Label offering for partners to select from a suite of the Group’s services as required.

Digital Assets/Token Route

Building on the 2022 adoption of the VE Chain Thor blockchain protocol, during 2023 and

early 2024 work has been undertaken to expand the offering in the Web3 arena by adding

Security Tokens as a distribution tool. This allows potential inventory funders (through the CH

Trading Hub) to subscribe to a part or whole of a Security Token, which are backed by

Non-Fungible Tokens (NFTs), which are in turn backed by the inventory monetised and owned

by the relevant stock company. The development in this space will open IM’s as a new asset

class to a broader range of potential inventory funders.

As outlined in the how we follow the tokenisation trend section of this report on pages 15–16

there is significant opportunity for funding through tokenisation of inventory as an asset

through both crypto asset managers and direct investors through liquidity pool partnerships.

Collaboration with investment bank and asset managers via the Open Market IM

business line

The Group has seen interest from banks and alternative asset fund managers in funding the

pipeline of clients originated by the Group. These programmes could cover the Group’s

existing client pipeline and, also, new clients that match the eligibility criteria requested by the

potential inventory funders. The recent announcement of the agreement with the Italian neo

bank is significant progress in this area.

27 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

3.Creating a highly scalable global business

Priority 2023 Progress

Operations Ongoing

Our internal processes have continued to develop during 2023 with a test and learn approach

in line with the adaption of the policies, procedures and framework for the differing inventory

models, and associated corporate client and inventory funder needs.

A greater level of automation and translating these processes into technology solutions will

enable the scalability of the business.

Developments have also been significant in building the protocols, structures, and processes

required to deliver the White-Label solution.

Legal framework Ongoing

During 2023, and as a result of working with different vertical industries and in different

jurisdictions we have now legal framework agreements and trading templates for a number of

operating models in UK, Italy, and France.

Additionally, as a result of the launch of the White-Label go to market strategy, we have

broadened our legal framework pack to cater for this type of solution.

The learning from the delay in the UK transaction, largely the result of the IM being managed

alongside an existing floating charge facility which has required this client company to gain

specific waivers has been invaluable with regard to how to operate the Group’s product with

respect to clients existing facilities.

28 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

Key strategic priorities

For the first time in 2023 the Board shared shorter term

goals aimed at contributing to these longer term key

strategic priorities referred to in detail above. Progress

against these over the past 12 months is outlined below:

Build track record

The focus on building a solid track record of Inventory

Monetisations across Supply@ME’s initial core markets of

UK and Italy has led to the announcement of the execution

of contracts relating to the first traditional IM’s in both these

markets. These contracts also start to build the Group’s

recurring revenue based.

Expand pool of inventory funders

The team have continued to evolve its approach to the

service provided to inventory funders and the stock

companies. Additionally, the strategic partnership with SFE

developed during 2023 will be key to this approach. The

development of this structure is designed to grow the pool

of inventory funders interested in using the Supply@ME

Platform. The evolving approach to inventory funders has

also been demonstrated by the announcement of the

White-Label agreement with BBPM and also the institutional

investor involved in the traditional funding announced

during 2023. Additionally the development and interest in

the tokenisation route during 2023 and early 2024 and the

proof of concept demonstrated by the VE Chain transaction

in 2022 opens a pool of funders interested in digital assets.

Maintain solid pipeline of targeted corporate clients

The team at Supply@ME have continued to build the

corporate client base. This client base provides the inventory

for Open Market IM Transactions and provides revenue to

the Group through pre and post-monetisation activities. The

client base is delineated according to its business model

and inventory type as outlined in the “how we adapt to scale

the business” section on pages 13-14. The evolution of our

pipeline reporting also demonstrates the learning about

eligible inventory attrition rates as we progress through the

due diligence phase and what our target client minimum

size should be in each industry vertical. We can now quickly

identify if a client and their anticipated eligible inventory size

will be attractive to our pool of inventory funders.

Focus has been given to the inventory turns and volume

of inventory to be monetised by each client and how the

Supply@ME solution can best serve their needs. The volume

of inventory turns is salient when facilitating Inventory

Monetisation transactions for some client business models

as in some instances it affects the return received by the

inventory funder and also the level of risk to the stock

company of unsold goods.

The Group’s 2024 focus is as follows:

> Demonstrate to the market how Supply@ME can provide

its inventory expertise through an “inventory funding

infrastructure as a service” approach, facilitating inventory

assessment, funding, monitoring and reporting.

> Working closely with SFE to structure integrated

processes in order to support SFE in the dialogue with

inventory funders and the necessary structured financing

activities.

> Also considering the previous points, continue to

augment our technology, processes and IM Platform to

cater to varying client business models and best serve our

clients and leverage funder interest in specific business

models and markets. Regarding inventory models rolled

out in 2023 and continuing to be further refined in 2024,

these are:

> Order driven businesses, where the business takes

client orders and builds bespoke products

> Inventory which undergoes an aging process, where

our platform facilities the monetisation of the inventory

as it ages

> Trading & finished goods, businesses who resell and

trade in goods

> Raw materials to finished goods, companies who make

goods to trade

> The potential market for the Supply@ME model is global.

However, the 2024 focus will be on building client pools

in UK and Europe, in line with the eligibility criteria of the

inventory funders and SFE. However, Supply@ME is

always open to opportunities and will continue to

evaluate potential market expansion routes.

> Now that there is a proof of concept for our White-Label

solution provided by the agreements with BBPM the

Company will build it’s White-Label track record, working

closely with commercial banks.

29 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

The Supply@ME team are fervent believers in our Inventory

Monetisation product and its Unique Selling Points and are

passionate about bringing this product to market.

Our team have developed unique expertise in Inventory

Monetisation through the “Test and Learn” process. This has

been developed by working with:

> Clients to appreciate their business models and how

Inventory Monetisation can support them, and how to

adapt the Inventory Monetisation model to meet their

needs and those of inventory funders

> Partners to understand what they require in order to

support all stakeholders in the transaction safely and

effectively

> Data to assimilate, augment, interrogate, and analyse all

phases of activity with the client

Our team size had reduced since the release of the 2022 annual

report, partly as a result of the end of specific projects and

hence contractors leaving and partly due to prudence

around managing the cost base when considering

replacing roles as team members leave.

The tenure of our team demonstrates

the level of commitment to fulfilling

the ambitions of the Company and

the willingness of the team to

persevere through what has

been a challenging year.

Our Team

30 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

Our Team

As at 19 April 2024

Permament and fixed

term contractors

Day-rate contractors

Chief Executive Officer

Finance

Operations and

Due Diligence

Technology and Product

Our team works remotely

across 3 European Countries

People

Risk

Sales and Marketing and

Client Onboarding

Male

59%

Less than 1 year tenure

1 to 2 years tenure

2+ years tenure

Female

41%

19 in 2022

1 in 2022

7 in 2022

4 in 2022

3 in 2022

1 in 2022

5 in 2022

31 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

Diversity

In line with the FCA’s listing rule requirements below is the required breakdown of the Board and Leadership team diversity as

at 19 April 2024 the last practicable date to report.

Gender

Number of

Board members

Percentage of

the Board

Number of

senior positions

on the Board

(CEO, CFO, SID & Chair)

Number in

executive

management

Percentage of

executive

management

Men 4 80 2 2 50

Women 1 20 0 2 50

Not specified/prefer not to say 0 0 0 0 0

Total 5 100 2 4 100

Ethnicity

Number of

Board members

Percentage of

the Board

Number of

senior positions

on the Board

(CEO, CFO, SID & Chair)

Number in

executive

management

Percentage of

executive

management

White British or other White

(including minority-white groups) 5 100 2 4 100

Mixed/Multiple Ethnic Groups 0 0 0 0 0

Asian/Asian British 0 0 0 0 0

Black/African/Caribbean/Black British 0 0 0 0 0

Other ethnic group, including Arab 0 0 0 0 0

Not specified/prefer not to say 0 0 0 0 0

Total 5 100 2 4 100

Supply@ME’s Board does not yet meet the target of 40%

of its directors being women, it also does not represent

the gender diversity of the organisation as a whole. The

leadership team immediately below the Board is 50% and

the workforce as a whole is 41% female. In terms of the

requirement for a senior position on the Board of directors

(Chair, CEO, Senior Independent Director or CFO) to be held

by a woman, the Supply@ME CFO is female, however is not

currently a member of the Board of Directors although she

does attend and contribute to the vast majority of Board

meetings. Supply@ME is a Fintech company whose main

sources of talent are from Financial Services, Technology

and the Fintech market, all of which have had challenges

attracting and retaining female talent, this does not however

limit Supply@ME’s ambition to have a diverse team and

will strive to do so. The Board does not currently meet the

recommendation to have one member of the Board from a

minority ethnic background. During the course of 2023

Alexandra Galligan has taken on the role of Board Diversity

Champion, and will work closely with the Chief People Officer

and Chief Executive Officer on Supply@ME’s approach to diversity.

32 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

Our Leadership Team

AmyBenning

Chief Financial Officer

AmygainedherCharteredAccountancyqualificationsin

New Zealand while working with KPMG on a range of

clientsacrossvariousindustrysectors.Onmovingtothe

UnitedKingdom,AmyworkedbrieflywithBP’sshipping

arm, before moving to PwC’s London Capital Markets

Teamwhereshespent12yearsfocussingontechnical

accounting, mergers and acquisitions and initial public

offeringsforawiderangeofclients.In2018,Amymoved

to Alfa Financial Software Holdings PLC, a UK main market

listed company and developer and provider of software

fortheautomotiveleasingsector.AsFinanceDirector,

Amy was responsible for the team which managed

accounting, reporting (internal & external), corporate

governance, audit, systems, process improvement,

controls,andtransactionalaccounting.Amyjoined

Supply@MEinJune2021.

Stuart Nelson

Group Head of Enterprise Risk Management

Stuart is an experienced credit risk analyst, with global

experienceofassessingtheriskoffinancingsolutions

acrossmultipleassetclasses.Havingbegunhiscareerat

JPMorganintheEMEAEmergingMarketsTeamin2000,he

then spent almost two decades in leadership roles at S&P

GlobalRatings.DuringhistimeatS&P,hemanaged

multipleteamsacrosstheEuropeanofficenetworkin

London, Milan, Frankfurt, Madrid, and Paris, focussing on

the assessment of asset securitisation in all sectors, with

oversightofratingsonsecuritiesofmorethan€50billion

equivalentoverthatperiod.From2015,heconcentrated

hisattentionontherefinementandvalidationofrisk

methodologiesacrossaglobalspectrumofassetclasses.

StuartjoinedSupply@MEin2020,wherehemonitorsall

aspectsoftheriskandoperationalfunctions.

33 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

AliceBuxton

Chief People Officer

Alice is a HR leader motivated to help businesses succeed

by creating environments which enable individuals, teams,

andleaderstothrive.Shehasconsiderableexperiencein

theFinancialServicesandFinTechindustries.Priorto

joining Supply@ME she built the Global Talent function at

Greensill, helping the business grow its workforce from

250toover1,200inmultiplejurisdictionsinjustovertwo

years.PreviouslysheworkedasanExecutiveDirectorin

Goldman Sachs Human Capital Management Division,

focusingontheEMEATradingfloorandRisk,Auditand

Compliance teams attracting and developing high

potentialtalent.

BeforethissheworkedinTalentAcquisitionforErnstand

Young’sLondonoffice,recruitingfortheirriskandadvisory

business.AlicehasaBScinPsychology,MScinHuman

ResourceManagementandisaqualifiedcorporateand

executivecoach.AlicejoinedSupply@MEinJune2021.

Mark Kavanagh

Group Head of Operations and Transformation

MarkisanexperiencedRiskLeaderwithover25yearsin

Credit&Riskfunctions.BeforejoiningSupply@ME,Mark

workedforGreensillCapitalasHeadofProductRisk.

Whilstthere,heimplementedaccountsreceivable(“AR”)

policies and procedures, installed an AR platform, helped

Greensill expand territorially, and trained the Credit team

onanynewproductofferings,acquisitions,and

integrations.Priortothat,heworkedforGEWorking

Capital Solutions (the monetisation arm of General Electric

group)for15years,headinguptheirEuropeanCredit

Team, managing the auto scoring and decisioning system,

andensuringprocessesweresafeandefficient.Mark

joinedSupply@MEinJune2021.

Recent Changes

Duringearly2024NicolaBonini,GroupHeadofOrigination,leftSupply@ME.SinceherdepartureourCEOhasbecome

more hands on in leading our Sales and Marketing function and the relationships the Company has with our external

ecosystemoforiginators.During2024continuedassessmentwillbemadeastotherightmomenttoaugmentoursales

andmarketingteamfurtherbalancingthiswiththerevenue,funding,andcashflow.

34 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

Francesca Tomasi

Client and Sales Lead

Can you outline your career to date?

I joined Supply@ME in December 2022, initially as a Financial

Analyst in the Business Operations team, I moved from there

into the Sales and Marketing team where my career has

continued to grow into my current role of Client and Sales

Lead. My career trajectory has been marked by transitions

across various sectors, starting with large-scale distribution,

moving into the renewable resources sector, and ultimately

fulfilling my long-standing goal of working in the fintech

sector, with Supply@ME, in sales and marketing.

What attracted you to Supply@ME?

I first encountered Supply@ME when attending fintech

events focusing on smart contracts and the blockchain

model, an area of particular interest to me being the focus of

my Masters thesis. When I was approached by the Company

for an interview. I immediately accepted.

Alessandro Zamboni, our CEO, played a significant role in my

early interactions with the Company, which showcased their

commitment to fostering strong relationships and caring for their

team members. I was drawn in by the personal and proactive hiring

approach, this level of care and dedication really stood out to me.

Can you tell us about your role in Supply@ME?

My journey at Supply@ME began in the business operations

team, where I worked as a Financial Analyst. During this initial

phase, our team was small, and we all worked collaboratively

towards a common goal - being the pioneers in monetising

inventory held in warehouses in Italy and beyond.

Subsequently, I transitioned to Onboarding Supervisor

- Client Relationship. This role primarily focused on the

pre-trading phase, where I explained our services to clients

and guided them through initial due diligence and the

onboarding process. In essence, I served as the client’s main

point of contact throughout the entire journey, guiding them

from the initial stages to the point of monetisation.

Today, my role has evolved into Client and Sales Lead as

part of the Marketing and Sales team. In this capacity, I am

responsible for business development and researching

potential new clients. Once we identify and validate

prospective clients, I educate the clients about the Supply@

ME services, collect further information about the clients

business model and inventory held, and lead negotiations

of the term sheets to kick off the due diligence activities

required. The ultimate objective in this role is not only to find

clients who require our services but also to effectively convey

the advantages and functionality of our offering.

What will the future of Supply@ME look like from your

point of view?

I am confident our future is very bright. I have always been

a strong believer in the vision and the potential for Supply@

ME. It is a truly innovative offering. I am one of the longest

standing members of the team and I am very confident

we will do great things for the Italian market and beyond.

Our journey to date is a testament to perseverance and

unwavering commitment.

Team Q&A

35 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

Andrea Antonucci

Corporate and Inventory Analysis Associate

Can you outline your career to date?

My background is in corporate risk management and

analysis, which has given me a number of transferrable

skills relevant to my role at Supply@ME. I began my career

at CRIF, a credit bureau in Bologna, before moving onto

global professional services firm Deloitte, where I focused

on regulatory risk. I joined Supply@ME in 2020 as a Business

Analyst, before progressing to a more specialist role in

assessing the corporate credit history and inventory of

prospective and existing clients.

What attracted you to Supply@ME?

Building something new, a cutting-edge platform which hasn’t

existed before, really appealed to me. Supply@ME’s model

has the potential to make a difference to a huge number of

companies and revolutionise the way business approaches

working capital, and I wanted to be a part of that.

Coming from a one of the largest consultancy firms in the

world, I was really drawn by the tight-knit team culture at

Supply@ME. From my first meeting with CEO Alessandro

Zamboni, I have always felt valued for my skills and efforts. At

Supply@ME you are more than just a number; each and every

person has a role to play and is part of our team, which is

reflected in the support we receive from senior management.

We have built a culture which allows each person to make the

most of their strengths and have access to the people and

resources which can help us improve. We have achieved all of

this while embracing a remote working model, which is great

for achieving a healthy work/life balance.

Can you tell us about your role at Supply@ME?

I am a Corporate Credit and Inventory Analysis Associate,

which means I am responsible for assessing the eligibility

of prospective clients to use our Inventory Monetisation

services. I work very closely with our sales and marketing

team, liaising directly with clients to understand their

inventory cycles, sales patterns and other conditions we take

into consideration before onboarding a prospective client.

Of course, none of our work would be possible without

the unique technological platforms we are building, so part

of my role also involves working with our technology and

product teams to convert these insights into a digital format

which we can use for analysis, monitoring and tracking.

What does the future look like from your perspective?

Supply@ME has a presence in its core markets of the

UK and Italy, and we continue to make progress in those

markets. However, the problem which Supply@ME solves is

global and impacts companies all over the world. So, while

we are prioritising building our pipeline in our core markets,

we always have an eye on the future and I look forward to

being part of our international ambitions.

36 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

Directors’ statement under section 172 (1)

The following disclosure forms the Directors’ statement

required under the Companies Act 2006 on how the

Directors have had regard to the matters set out in

section 172 (1) (a) to (f) in performing their duties. The

Board recognises that engagement with its stakeholders

is fundamental to the long-term success of the Group and

considers the views and interests of all key stakeholders in

its decision-making. Below is a summary of how the Board

engaged with each key stakeholder group during the year.

Our People

The Board recognises the critical importance of our team – a

motivated, committed, engaged workforce is essential for

the Group’s success. The CEO, who is an Executive Director

works closely and collaboratively with our global team, having

regular contact both formally and informally. The Chief

People Officer, Alice Buxton, regularly updates the Board

and has developed a People Strategy, focused on growing

the business’ people capability to enable successful business

growth and cultivating an engaged and high performing

workforce. There have been three All Hands meeting during

the year where Non-Executive Directors have spoken with

the team and provided insight into market disclosures as

they have been made. Enrico Camerinelli has taken on the

role of Board Sponsor for employees and Alexandra Galligan

is the Board Sponsor for Diversity, Equity, and Inclusion.

During 2023, our second employee experience and

engagement survey was undertaken to assess the employee

experience at Supply@ME. The results demonstrated

continued high scores relating to team members being

able to speak up and offer their views even if they are not

the most popular standpoint, which also supports the

recognition by the team of a diversity, equity, and inclusion

culture at Supply@ME being a business priority and a strong

appreciation of collaboration across the team. Scores in the

survey had also increased in relation to the team working

in line with the Supply@ME behaviours of collaboration,

innovation, delivery, and global thinking. All this provides

a solid foundation for the future. Areas of decreased

scores year on year highlighted a need to further develop

internal career growth opportunities to ensure the team

continue to develop their careers within Supply@ME and

the Group’s approach to reward. The results from the

survey have helped to develop the people focused goals

for 2024, continuing the focus on reward, recognition and

career growth for individuals to build skills, knowledge and

experience for the companies future success. The long term

incentive plan continues to be a key tool in rewarding and

retaining employees for reaching goals that lead to increased

shareholder value. The Board will continue to engage with

our people to ensure areas of importance are prioritised.

Our shareholders

The continued support of our shareholders is vital to the

long-term success of the business. We aim to engage with

our shareholders in line with the Group’s strategic objectives

and delivery of these, with the overall aim of delivering value

to all our stakeholders.

The Group continually seeks to improve its engagement with

its shareholders, both private and institutional investors.

During 2023 Supply@ME has continued to focus on

disseminating information to the market in a timely manner,

as well as monitoring and responding to communications in

the dedicated investor relations inbox, where it is possible

to respond, for shareholders to be furnished with non-

market sensitive information. As a growing business, with

limited bandwidth, it is not possible for our team to provide

an individualised response to each and every enquiry we

receive. However, every communication is reviewed and,

where possible, furnished with a full response as a priority.

This process will continue to evolve with the business.

In addition to the AGM presentation held in June, in May

2023 the Company invited investors to a presentation to

outline the opportunities for the business, demonstrate

how the Supply@ME business model addresses these

opportunities, and the Group’s relative position within the

relevant competitive landscape in more detail. After these

events the Supply@ME team reviewed and responded to a

significant number of shareholder questions. Additionally,

during 2023 Supply@ME has provided commentary on topics

relevant for global supply chains through a series of blogs

published on LinkedIn. Supply@ME continues to develop its

investor relations approach to provide more insights into the

Company through regular engagement and discourse.

The completion of the TradeFlow Restructuring on 30

June 2023 was an important step for the Group as it

will allow us to better serve both the needs of our client

companies and the funders of both businesses. It will

create value for the Company shareholders by eliminating

any perception of conflicts of interest between the two

businesses and providing both businesses with greater

commercial opportunities through the clear differentiation of

responsibilities of the individual entities.

Engaging with our Stakeholders

37 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

Corporate Clients

Corporate clients, both current and prospective, are a

crucial stakeholder group for our business. Our Platform

is designed to be simple, allowing an unobtrusive user

experience. We want our clients to become advocates for

the business and we are committed to working with them to

refine the onboarding, trading, and monitoring processes.

Through continuous communication our client-facing

teams can build established relationships that ensure we

understand and meet their business needs. This includes

receiving regular feedback about our processes and product

solutions and enhancing them to ensure they are best in

class and continue to evolve as our customers business

and the commercial environment changes. Every piece of

feedback from prospective clients is also vital. We believe

wholeheartedly in our proposition, and every client we

onboard strengthens this belief. Ensuring that we reflect the

issues which potential clients face and that our proposition

is articulated appropriately is crucial to ensuring we realise

our potential. The Group has endeavoured to keep clients

up to date with likely timing of the completion of the IM

transaction, particularly in light of the challenges that have

been faced in connection with securing inventory funders

on a timely basis. Going forward the new relationship

with SFE should speed up this process as they will work to

ensure they have a pool of inventory funders available. The

team has also been working closely with the first UK client

company whose current financing facility has led to a delay

in the progress of the transaction to execution.

Inventory funders

Inventory funders are essential to our business, and the

ecosystem we support as providers of the IM Platform and

inventory servicers. We are focused on creating a new asset

class in which funders can confidently invest in inventory.

Where required we have and will evolve our business model

to ensure we are reflecting the feedback and views of

current and prospective funders, and regulators.

An example of this evolution is the collaboration with a group

of private investors and subject matter experts of working

capital solutions during 2023 to launch the CH Trading Hub

to replace the Cayman-based GIF, previously advised by

TradeFlow. The CH Trading Hub, will purchase, incorporate

and assume control of independent stock companies as

required to meet the needs of specific IM transactions, and

to manage the overall trading businesses using the Platform

and the associated services provided by the Group. This over

time will enable a multi-asset management model where

the Group can cooperate with further European and UK

authorised asset managers.

Additionally, the CH Trading Hub will handle the token route,

the Group is continuing to work with the CH Trading Hub

on the launch of a security token framework which will allow

up to US$100 million to be issued and subscribed, mostly

by institutional investors active in the digital asset markets.

The security token is expected to be issued by a vehicle

sponsored by SFE and be tradeable on authorised digital

asset exchanges. This initiative facilitates the creation of a

new market in digital assets for interested investors.

White-Label Banks

During 2023 the Company worked to finalise the commitment

for the first White-Label IM transaction with BBPM, which was

announced on 3 January 2024. Potential White-Label banks

who use the technology and expertise provided by the Group

as inventory servicer and IM Platform provider, will benefit by

building a new unique service that they will be able to offer to

their own existing client base, or provide funding to corporate

clients who have been originated by Supply@ME and are in the

Group’s client pipeline.

38 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

2023

£000

2022

£000

Movement

£000

Continuing operations

Revenue from continuing operations 158 138 20

Operating loss from continuing operations before impairment charges and

fair value adjustments (3,625) (4,651) 1,026

Impairment charges (384) (1,078) 694

Fair value adjustments to investments (68) - (68)

Operating loss from continuing operations (4,077) (5,729) 1,652

Finance costs (83) (1,982) 1,899

Loss before tax from continuing operations (4,160) (7,711) 3,551

Income tax - - -

Loss after tax from continuing operations (4,160) (7,711) 3,551

Loss from discontinued operations (185) (2,167) 1,982

Total loss for the year (4,345) (9.878) 5,533

2023

Pence

2022

Pence

Movement

Pence

Total loss per share (“EPS”) (0.0073) (0.0228) 0.0155

Financial Review

39 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

The Group’s consolidated financial statements for the year

ended 31 December 2023 (“FY23”) have been prepared in

line with UK adopted International Accounting Standards

(“IAS”). The TradeFlow operations continued to be classified

as discontinued operations and assets held for resale in line

with the requirements of IFRS 5 (“Non-current Assets Held

for Sale and Discontinued Operations”) from 1 January 2023

until the date of completion of the TradeFlow Restructuring,

being 30 June 2023.

As shown in the financial summary on page 38, the

TradeFlow (discontinued) operations contributed a loss of

£185,000 (inclusive of the profit of £718,000 recognised in

connection with the TradeFlow disposal) in FY23, compared

to a loss of £2,167,000 from discontinued operations for the

year ended 31 December 2022 (“FY22”).

Revenue from continuing operations

2023

£000

2022

£000

Movement

£000

Revenue

Due Diligence fees 94 102 (8)

Inventory Monetisation fees 64 36 28

Total revenue from

continuing operations 158 138 20

The table above provides a breakdown of the Group’s

revenue from Inventory Monetisation activities during FY23.

Revenue is recognised in accordance with IFRS 15 (“Revenue

from Contracts with Customers”) and more details on the

Group’s revenue recognition policies can be found in the

note 2 to the Group’s FY23 consolidated financial statements

included within this Annual Report and Accounts.

During FY23, the Group recognised £158,000 (FY22: £138,000)

of Inventory Monetisation revenue, which it split 59% related to

due diligence fees (FY22: 74%), and the remaining 41% relating

to Inventory Monetisation fees (FY22: 26%).

In line with IFRS 15 (“Revenue from Contracts with

Customers”) the Group recognised the due diligence

revenues when the due diligence services have been

delivered and the Group’s performance obligation has been

satisfied. During FY23, the Group has continued to carry

out, and charge for due diligence activities, and the £94,000

recognised as revenue reflects the value of those due

diligence activities completed during FY23.

Following the announcement of the first Italian IM

transactions during 2022 and 2023, which were facilitated

using the Group’s IM Platform, the Group recognised

Inventory Monetisation fees of £64,000 during FY23. These

fees related to the following activities:

1) Origination fees - the origination of the contracts between

the client company wishing to have their inventory

monetised and the independent stock (trading) company

that purchased the inventory from the client company. In

line with IFRS 15 (“Revenue from Contracts with Customers”)

the Group recognised these revenues at the point in time

they are due to be received from the client;

2) IM Platform usage fees - usage of the Group’s IM

Platform, under a Software as a Service (“SaaS”) contract,

by the independent stock (trading) company to facilitate

the purchase of the inventory from the client company.

In line with IFRS 15 (“Revenue from Contracts with

Customers”) the Group recognised these revenues over

the time period they related to; and

3) IM service fees - the support and administration activities,

such as the monitoring of the inventory purchased, that

the Group performs in connection with the use of the

Group’s IM Platform. In line with IFRS 15 (“Revenue from

Contracts with Customers”) the Group recognised these

revenues over the time period they related to.

These revenues are expected to grow in future accounting

periods in line with expected growth in both the number of IM

transactions that are facilitated using the Group’s IM Platform

and, the quantum of inventory monetised by the independent

stock (trading) companies per transaction, increases.

Operating loss from continuing operations before

impairment charges and fair value adjustments

During the first half of 2023, the Group was focused on

securing the binding commercial agreements in terms of

the first IM transactions to use traditional funding in both

Italy and the UK. While the binding contract for the latter of

these two IM transactions was agreed in July 2023, there

has been a delay in the completion of the initial inventory

purchased which has largely been the result of the IM being

managed alongside an existing floating charge facility which

has required this client company to gain specific waivers

from their current lender. While this has resulted in delays to

this deal, it has proven that an IM transaction model is able

to work alongside existing financing facilities.

During the second half of 2023, the Group continued to

make important progress to enhance its business operating

model with continued differentiation of the IM Platform

including, not only the underlying software, but also the

supporting processes, methodologies and legal framework.

Alongside this, the Group has worked on developing a

new inventory funding framework through the launch of

CH Trading Hub, has spent considerable time and effort

securing its first commitment which will launch the Group’s

White-Label go-to-market strategy, and has been working

with various investment banks and digital asset providers

to explore and develop a wider variety of inventory funding

40 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

Financial Review

routes. All these activities have continued into 2024 as

outlined in more detail elsewhere this Annual Report and

Accounts for the year ended 31 December 2023.

The Group recorded an operating loss from continuing

operations before impairment charges and fair value

adjustments for FY23 of £3,625,000 (FY22: £4,651,000

loss). The major contributing factors that resulted in the

reduction of the operating loss from continuing operations

before impairment charges and fair value adjustments of

£1,026,000 are described below:

> an aggregate decrease in the loss from gross profit and

administration expenses of £537,000 from £4,123,000

recognised in the year ended 31 December 2023,

compared to £4,660,000 recognised in the prior year

ended 31 December 2022. This decrease largely resulted

from focused cost saving efforts that were implemented

during 2023, in particular in the second half of the year

when the Group experienced cash flow pressures as

a result of delayed contractual funding amounts due

to the Group. In particular, the professional and legal

fees reduced by £643,000 during FY23 as management

made an effort to bring certain activities in house, staff

costs reduced by £211,000 during FY23 as certain staff

members who left during the year were not replaced,

either at all or immediately, and contractor costs reduced

by £59,000 during FY23 as the Group ended certain

agreements with contractors as specific activities that

were being worked on came to an end. When the Group

has sufficient cash balances in the future, management

will look to increase some of the costs again in order to

support and drive growth and expansion.The decreases

set out above were partially offset by:

> higher LTIP costs in FY23 as a result of a full 12 months

of charges in relation to the October 2022 LTIP grants,

compared to just two months of charges in FY22, and

seven months of charges of the May 2023 LTIP grants; and

> higher interest and penalty costs incurred across the

Group due to late payments being made as a result

of the delayed revenue generation and contractual

funding being received by the Group.

> an increase of £489,000 in the other operating income

recognised during FY23 to a total of £498,000 for the

current financial year compared to £9,000 recognised in

FY22. The majority of this increase arose as a result of a

settlement agreement reached with an existing supplier

during FY23 to reduce the total amount payable by

the Group in exchange for payment of a lower agreed

amount by a specific date. The difference in the previous

amount owed and the agreed final settlement amount

resulted in a gain recognised in the income statement of

£376,000 in FY23 (FY22: £nil). The other two main factors

contributing to the increase in other operating income in

the current financial period are:

> an increase in interest income recognised during FY23

of £25,000 compared to the prior period. This interest

income was charged on late payment of contractual

amounts due to the Group; and

> an amount of £87,000 recognised during FY23 (2022:

£nil) which relates to claims made in Italy for research

and development tax credits relating to the 2021 and

2022 financial years. These amounts are expected

to be utilised by the Group over the next three years

from 2024 to 2026, in equal instalments each year, to

reduce the balance of other Italian tax payables.

Impairment charges and fair value adjustments from

continuing operations

2023

£000

2022

£000

Movement

£000

Impairment charges from

continuing operations 384 1,078 694

Fair value adjustment on

investment in TradeFlow 68 - (68)

452 1,078 626

The impairment charges from continuing operations of

£384,000 recognised during FY23 relate to the impairment

of the Group’s internally developed IM platform as at 31

December 2023 in line with the requirements of IAS 36

(“Impairment of Assets”). This followed the conclusion that

indicators of impairment were present, which included the

losses continued to be generated by the assets held by

the Group’s Italian operating subsidiaries. In line with the

going concern statement, set out in note 2 to the Group’s

FY23 consolidated financial statements included within this

Annual Report and Accounts, there is currently a material

uncertainty with respect to both the future timing and

growth rates of the forecast cash flows arising from the use

of the internally developed IM Platform intangible asset. As

such, the Directors have prudently decided to continue to

impair the full carrying amount of this asset of £384,000 as

at 31 December 2023 (2022: £1,078,000).

The fair value adjustment to the investment in TradeFlow

of £68,000 recognised during FY23 (2022: £nil) reflects the

worsening of the net liability position of TradeFlow between

30 June 2023, being the date of disposal is the 81% stake

in TradeFlow, and the year end balance sheet date of 31

December 2023. The quantum of the fair value adjustment has

been determined with reference to the value of the change

in the net liabilities of TradeFlow between these two dates.

41 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

Discontinued Operations

6 months to

30 June 2023*

£000

2022

£000

Revenue from discontinued operations 684 629

Administrative expenses (1,037) (1,705)

Other operating income 24 22

Amortisation of intangible assets arising on acquisition (442) (846)

Acquisition related earn-out payments - 710

Impairment charges - (765)

Foreign currency translation loss reclassified to comprehensive income (62) -

Profit on disposal of 81% of TradeFlow 718

Operating loss from discontinued operations (115) (1,955)

* Represents the results for the six-month period prior to the finalisation of the TradeFlow Restructuring on 30 June 2023.

The revenue and operating loss of the TradeFlow operations

for the period from 1 January 2023 through to the date on

which the TradeFlow Restructuring was completed, being

30 June 2023, are shown in the table above. As detailed

earlier, the TradeFlow operations continued to be classified

as discontinued operations and assets held for resale in

line with the requirements of IFRS 5 (“Non-current Assets

Held for Sale and Discontinued Operations”) from 1 January

2023 and up until 30 June 2023. After this point, TradeFlow

was no longer consolidated by the Group and instead

the Group now recognises the fair value of the remaining

19% investment in TradeFlow on its balance sheet as an

investment. The comparatives show the revenue and

operating loss of the TradeFlow operations for the full year

ended 31 December 2022.

TradeFlow’s investment advisory revenue arose from

investment advisory services provided in TradeFlow’s capacity

as investment advisor to its well-established USD fund and

its growing EUR fund. In line with IFRS 15 (“Revenue from

Contracts with Customers”) these revenues were recognised

when the investment advisory services have been delivered

and TradeFlow’s performance obligation has been satisfied.

Further details of the costs recognised in during the first six

months of 2023 prior to the completion of the TradeFlow

Restructuring on 30 June 2023 that are set out in the table

above are detailed below:

> amortisation of intangible assets arising on acquisition of

£442,000 during FY23. These costs related to the intangible

assets recognised by the Group in connection with the

TradeFlow acquisition, which had an initial fair value of

£6,888,000. The £442,000 represents the amortisation

charge arising on these assets for the six month period from

1 January 2023 through to the date on which the TradeFlow

Restructuring was completed, being 30 June 2023;

> foreign currency translation loss reclassified to

comprehensive income of £62,000 during FY23. This

represents the cumulative foreign currency translation

reserve created on consolidation in respect of the

TradeFlow operations. This is reclassified to income

statement at 30 June 2023 due to TradeFlow no longer

being consolidated by the Group from this date; and

> the profit on disposal of the 81% of TradeFlow of

£718,000. On the 30 June 2023, the net assets of

TradeFlow (representing a value of £1,634,000 at 30

June 2023) are no longer consolidated by the Group,

and instead the fair value of the new 19% investment of

£352,000 was recognised on the balance sheet, together

with the £2,000,000 remaining cash consideration

to be received. The difference between these items

resulted in a profit on disposal of the 81% of TradeFlow

recorded in the Group’s FY23 consolidated statement of

comprehensive income of £718,000.

As shown above there were no additional acquisition related

earn-out costs recognised during 2023 which reflected the

fact that as part of the TradeFlow Restructuring all future

potential earn-out payments were offset against the initial

cash consideration value.

As detailed above, following the finalisation of the TradeFlow

Restructuring on 30 June 2023, the assets and liabilities

of TradeFlow, including the intangible assets arising as

part of the original TradeFlow acquisition in July 2021, are

no longer consolidated by the Group. As such no further

impairment charges relating to the discontinued operations

were recognised during 2023. Instead, a calculation was

undertaken to calculate any gain or loss arising on the

change in ownership structure of the TradeFlow operations.

42 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

Financial Review

The details of this calculation are set out below, and

further detail can be found in note 26 to the Group’s FY23

consolidated financial statements included within this Annual

Report and Accounts.

As at

30 June

2023

£ ‘000

Accounting fair value of the 81% ownership of the

TradeFlow operations disposed of by the Group 2,000

Accounting fair value of 19% ownership of the

TradeFlow operations retained by the Group 352

2,352

Less:

Accounting fair value of net assets disposed of by

the Group (1,634)

Profit on disposal of 81% of TradeFlow 718

With regards to the £2,000,000 remaining cash

consideration that was due to the Company as a result of

the TradeFlow Restructuring, this amount was assumed by

The AvantGarde Group S.p.A (“TAG”), the Group’s majority

shareholder, from the buyers of the 81% stake in TradeFlow

by way of a debt novation deed signed on 30 June 2023.

The £2,000,000 was to be repaid by TAG to SYME in

multiple tranches, with the final tranche being due by 31

January 2024. As at 31 December 2023, £772,000 remained

outstanding from TAG in relation to this amount (31

December 2022: £nil), of which £227,000 was overdue and

£500,000 was due for payment on 31 January 2024.

Subsequent to 31 December 2023, and prior to the release

of the Group’s FY23 consolidated financial statements

included within this Annual Report and Accounts, TAG

had repaid £655,000 of the remaining amounts that were

outstanding at 31 December 2023, through a combination

of £569,000 cash payments and a further £86,000 offsets

against amounts owed by the Group to TAG.

The Company has been charging a late fee to TAG in terms

of overdue payments of this particular receivable balance,

and this late fee is calculated at a compounding rate of

15% per annum on any amounts of the instalments not

transferred to the Company by the relevant due date, in

accordance with the contractual arrangements. During

the year ended 31 December 2023, the Group recognised

£11,000 of interest revenue (2022: £nil) in relation to the

late payments by TAG in respect of this particular receivable

balance. As at 31 December 2023, the full amount of this

interest revenue remained outstanding.

To determine the accounting fair value of the retained 19%

investment in TradeFlow of £352,000, management used the

specifics set out in the TradeFlow share purchase agreement

dated 30 June 2023. Further details of this calculation are

set out in note 26 the Group’s FY23 consolidated financial

statements included within this Annual Report and Accounts.

Following this calculation, management then applied a

discount of 25% to this fair value to take account of the

fact that the Company no longer controls the TradeFlow

operations. This discount applied is a management

judgement that will continue to be reassessed at each

reporting date.

New equity funding

On 28 April 2023, the Company and Venus Capital S.A.

(“Venus Capital”) entered into a new equity subscription

agreement, pursuant to which Venus Capital committed

to subscribe for 4,500,000,000 new ordinary shares

(the “Subscription Shares”) at £0.0005 per Subscription

Share (the “Subscription Agreement”) over two separate

tranches, both of which took place in May 2023. The total

gross proceeds received by the Group in relation to this

Subscription Agreement was £2,250,0000 or £2,137,500

net of the £112,500 commission that was charged by Venus

Capital in connection with the issue of the Subscription

Shares. An additional £112,500 was paid to Venus Capital

in respect of agreed costs and expenses incurred by Venus

Capital in connection with the Subscription Agreement.

The Subscription Agreement required new warrants to be

issued to Venus Capital at a ratio of one warrant for every

two Subscription Shares issued. This resulted in an obligation

for the Group to issue 2,250,000,000 new warrants to

Venus Capital (“New Venus Warrants”) which existed at

31 December 2023. The New Venus Warrants are each

exercisable into one new ordinary share at a price equal to

£0.00065 pence per share up to a final exercise date of 31

December 2026. As at 31 December 2023, the obligation

to issue these share warrants to Venus Capital has been

recognised within equity as “warrants to be issued” within

the share-based payment reserve. These share warrants

had a total fair value of £1,717,000. As at 31 December 2023,

all of these share warrants remain outstanding.

The total share issue costs incurred in connection with

the Subscription Agreement during FY23 were £1,971,000

including £1,717,000 relating to the fair value of the warrants

issued, £225,000 relating to the commission and other

fees charged by Venus Capital and £29,000 of other share

issue costs. This has been accounted for as a £1,971,000

reduction to share premium during FY23 given there

was sufficient share premium created on the issue of the

Subscription Shares.

43 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

New debt financing

In addition to the new equity funding referred to above, the

Group also needed to secure new debt financing during

FY23 to support the working capital needs of the Group

while it continues to fully establish the business model

and create a track record of revenue generation. This has

presented a number of challenges to the Group, not only

due to the general challenging economic and commercial

environment throughout 2023, including the high interest

rate environment and its impact on economic prospects

and investor sentiment, but also the start-up nature

Group’s business as this in itself significantly limits funding

options compared with larger, more mature, UK businesses

especially in the fintech sector. With these factors in mind,

the Board carefully considered what options were available

and concluded that entering into the following debt financing

with TAG, the Group’s major shareholder, were in the best

interests of the Group and its shareholders. Details of the

new debt financing arrangement entered into with TAG

during FY23 are summarised below.

TAG Unsecured Working Facility

On the 28 April 2023, the Company and TAG entered into a

fixed term unsecured working capital loan agreement (the

“TAG Unsecured Working Capital facility”). This agreement

was subsequently amended on 30 June 2023 in conjunction

with the TradeFlow Restructuring. Under the amended TAG

Unsecured Working Capital facility, TAG agreed to provide,

subject to customary restrictions, an unsecured working

capital facility of up to £800,000 to cover the Group’s interim

working capital and growth needs.

On 30 June 2023, the Company issued a draw down notice

to TAG under the amended TAG Unsecured Working facility

for the full £800,000 available. As at 31 December 2023,

TAG had provided £250,000 of the £800,000 that had been

drawn down by the Company (31 December 2022: £nil),

however subsequent to 31 December 2023, and prior to the

release of Group’s FY23 consolidated financial statements

included within this Annual Report and Accounts, TAG had

provided the remaining £550,000 of the £800,000 that had

been drawn down by the Company.

The initial due date for repayment by the Company of

amounts (if any) drawn under the TAG Unsecured Working

Capital facility was 1 February 2028, however on 26 March

2024, the Company and TAG signed a second deed of

amendment agreement, which allowed the full outstanding

amount of the amended TAG Unsecured Working Capital

facility, being £800,000, to be extinguished by the issue of

1,500,000,000 new ordinary shares which were issued to

TAG on 28 March 2024.

Any sums drawn under the TAG Unsecured Working Capital

facility attracted a non-compounding interest rate of 10% per

annum, on any principal amount (excluding accrued interest).

During the year ended 31 December 2023, the Company

recognised interest expense of £7,000 (2022: £nil), which all

remained unpaid as at 31 December 2023, which was settled

in full as part of the repayment made on the 28 March 2024.

Top-Up Shareholder Loan Agreement

On 28 September 2023, the Company and TAG entered

into a unsecured shareholder loan agreement (the “Top-

Up Shareholder Loan Agreement”), pursuant to which TAG

agreed to provide the Company with a further facility of up

to £3,500,000 to cover the Company’s working capital and

growth needs up to 30 June 2025.

Full details of this Top-Up Shareholder Loan Agreement are

set out in note 28 to the Group’s FY23 consolidated financial

statements included within this Annual Report and Accounts.

In summary, under the Top-Up Shareholder Loan Agreement

the Company has the ability to draw down up to £3,500,000

in monthly instalments over the period to 30 June 2025, with

the monthly drawdown amount calculated in order to ensure

that the Group’s projected cash balance on the last business

day of the coming calendar month will not be less than

£250,000 after taking into account the Group’s scheduled

balance of receipts and payments for the next month.

The repayment of any sum drawn down under the TAG

Top-Up Shareholder Loan Agreement will be due five

calendar years from the date which funds are received by

the Company subject to the relevant draw down request

and any sums drawn down by the Company under the TAG

Top-Up Unsecured Shareholder Loan will attract a non-

compounding interest rate of 10% per annum, and any

principal amount (excluding accrued interest) outstanding

on a relevant due date shall attract a compounding rate of

15% per annum thereafter. Interest will be due to be paid

annually on 31 March of each relevant calendar year.

As at 31 December 2023, the Group had issued draw

down notices to the value of £969,000 to TAG, however

these amounts had not yet been received by the Group (31

December 2022: £nil). As a result of the late payment of the

amounts drawn down by TAG, the Group recognised interest

income of £11,000 (2022: £nil), which all remained unpaid as

at 31 December 2023.

44 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

Financial Review

Subsequent to 31 December 2023, and prior to the release

of the Group’s FY23 consolidated financial statements

included within this Annual Report and Accounts, the

Company issued additional draw down notices under

the Top-Up Shareholder Loan Agreement to the value of

£779,000 and had received £nil from TAG.

Late payment challenges encountered by the Group

during 2023

As previously commuicated by the Company through its

RNS announcements dated 5 December 2023 and 29

February 2024, the Group has experienced a number of

cash flow pressures during the second half of 2023, and to

date in 2024, as a result of a number of delayed contractual

funding amounts due to the Group from TAG. The delayed

contractual payments resulted from TAG experiencing

delays in funding it was itself expecting. The Board has been

monitoring the situation closely including requesting regular

updates from TAG regarding the expected timing delays,

and representation as to the mitigating actions that TAG

itself has been putting in place to allow them to demonstrate

their ongoing commitment to support the Company and

to provide the contractual payments, albeit on a delayed

payment schedule.

As detailed above, the Group has continued to receive

payments from TAG following 31 December 2023 and

TAG has provided further representations to the Board

that it will continue to provide the outstanding amounts,

and that TAG is itself in the process of securing additional

facilities and arrangements to enable performance against

these representations. Additionally, the Board is exploring

alternative options of funding in order to meet its ongoing

working capital needs and to reduce the reliance of the

Group on TAG.

Cash flow

The Group decreased its net cash balance by £575,000

(2022: £1,133,000 decrease) due to a combination of the

following cash inflows and outflows during FY23:

> cash inflow of £2,068,000, net of commission and other

share issue costs, received from the issue of new ordinary

shares during the first half of 2023 under the Subscription

Agreement, and from existing warrant holders who chose

to convert their warrants (which had been issued in

conjunction with the Open Offer completed during 2022);

> cash inflows from long-term borrowing from discontinued

operations of £405,000 due to the new long-term

borrowings secured by TradeFlow during the six-month

period in 2023 prior to the completion of the TradeFlow

Restructuring;

> cash inflows from long-term borrowing from continuing

operations of £139,000, net of repayments and other

finance costs, predominantly due to amounts received

under the amended TAG Unsecured Working facility agreed

during 2023 less the cash repayments made during 2023 in

relation to the long-term bank borrowings; and

> cash inflow of £1,228,000 that have been received during

the year ended 31 December 2023 from TAG in relation

to the repayment of the remaining cash consideration

that was due as a result of the TradeFlow Restructuring.

These net cash inflows were then offset by the following items:

> net outflows from operating activities of £3,633,000

(2022: £4,555,000 net outflow);

> continued investment in the Group’s IM Platform of

£458,000 (2022: £1,175,000); and

> removal of the opening cash balance of the TradeFlow

operations of £324,000 to reflect the fact that the

TradeFlow Restructuring was completed on 30 June 2023

and the TradeFlow assets and liabilities are no longer

consolidated by the Group at the period end.

2023

£000

2022

£000

Net cash flow from operating activities (3,633) (4,555)

Net cash flow from investing activities 446 (1,197)

Net cash flow from financing activities 2,612 4,619

Net (decrease) in cash and

cash equivalents (575) (1,133)

Foreign exchange differences to cash

and cash equivalents on consolidation (1) (13)

Cash and cash equivalents at 1 January 581 1,727

Cash and cash equivalents as at 31

December 5 581

Net liabilities

As at 31 December 2023 the Group’s net liabilities were

£3,807,000 (31 December 2022: net liabilities of £2,025,000),

representing an increase in the net liability position of the

Group of £1,782,000.

The increase in the net liability position at 31 December

2023 compared to 31 December 2022 is largely due to the

following:

> the addition of the new assets created as a result of

the TradeFlow Restructuring including a) the £772,000

outstanding cash consideration receivable by the

Company from TAG as at 31 December 2023 (31

December 2022: £nil), following TAG’s assumption of the

outstanding cash consideration payable from the buyers

of TradeFlow on 30 June 2023, and b) the £284,000

45 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

investment balance relating to the fair value of the

Group’s remaining 19% ownership of TradeFlow as at

31 December 2023. Further details on these new assets

can be found in notes 26 and 27 to the Group’s FY23

consolidated financial statements included within this

Annual Report and Accounts.

This increase in assets compared to 31 December 2022 was

then offset by:

> the removal of the assets and liabilities relating to

TradeFlow from the Group’s consolidated balance sheet

at 30 June 2023 to reflect the fact that the TradeFlow

Restructuring was completed on this date. The value of

the net asset relating to TradeFlow that were consolidated

as at 31 December 2022 was £2,283,000;

> the reduction in the cash balance from continuing

operations from £257,000 as at 31 December 2022 to

£5,000 as at 31 December 2023 reflecting a number of

delayed contractual funding amounts due to the Group

from TAG in the second half of 2023;

> an increase in provisions from £468,000 as at 31

December 2022 to £575,000 as at 31 December 2023

reflecting additional interest amounts and penalties due

on overdue tax and social security balances due;

> an increase in long-term liabilities reflecting the balance of

the TAG Unsecured Working Capital facility of £250,000 as

at 31 December 2023 (31 December 2022: £nil);

> a small increase in other working capital items primarily

due to the overall net cash outflows from operations.

Going Concern

The Board’s assessment of going concern, the key

considerations and the material uncertainties thereto are set

out in the note 2 to the Group’s FY23 consolidated financial

statements included within this Annual Report and Accounts.

Related Parties

Note 28 to the Group’s FY23 consolidated financial

statements included within this Annual Report and Accounts

contains details of the Group’s related parties.

Subsequent events

Note 30 to the Group’s FY23 consolidated financial

statements included within this Annual Report and Accounts

contains details of all subsequent events.

46 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

The Group recognise the importance of considering and

managing our impact on society and the environment as well

as protecting and developing the business’ long-term value

for its shareholder base. Consideration has been given to

how to assess, measure and manage this impact over and

above that which is required from a statutory perspective

and managing and leveraging the Groups opportunity to

have a positive impact. Supply@ME recognise that the

Group has the ability to have a positive impact in this area

and intends to continually develop its approach. Key to this

approach will be ensuring that consideration is being given

to the Environmental, Social and Governance (“ESG”) impacts

of the business as its builds its track record of successful IM

transactions executed over its Platform.

Environmental

Company aspiration

The aspiration’s for the Company’s environmental impact

stated in the 2022 Annual Report remain consistent and

during 2023 Supply@ME continued to work on this basis:

> Continuing to keep energy consumption as low as

possible, exploring ways to reduce or offset this as the

business grows.

> Continuing to utilise technology to avoid unnecessary

travel, especially given the staff and directors are based in

a number of different locations.

> During 2024 the Group intends to further consider

building on voluntary disclosures, considering the impact

and business supply chain in particular scope 3 emissions

tracking and calculation. An internal working group will be

formed, and external advice will be sought as required.

2023 update

During 2023, the Group continued to be a low energy

user, using less than 40 MWh per annum. As required by

the Companies Act 2006 (Strategic and Directors Report)

Regulations 2013 and the Companies (Directors’ Report) and

Limited Liability Partnerships (Energy and Carbon Report)

Regulations 2018 the Directors have undertaken a review of

the Group energy consumption and associated emissions.

The Group uses significantly less than 40MWh of energy per

year and is therefore classed as a low energy user by the

regulations, as a consequence of which it is exempt from

reporting annual emissions, energy use and an intensity ratio.

Below is voluntary reporting to provide more detail of this

assessment and aspirations for the future. As the Group

grows we intend to make more detailed disclosures.

Scope 1 emissions and associated energy usage

These emissions are directly related to combustible fuel,

used for heating company premises and / or powering

company owned vehicles. The UK and Italian businesses are

remote first and do not own or lease offices. At times desk

sharing spaces or managed offices are rented for company

meetings. The business does not own vehicles and focuses

on using technology as a means of communication which

limits business travel, for example all 2023 Board meetings

having taken place via video conference with the exception

of the Board strategy day held in March 2023 and the 2023

AGM which was held in London in order to give shareholders

the chance to attend in person. In respect of the Board

strategy day in March 2023, no air travel was used and video

conferencing was utilised for those members who would

have been required to use this mode of transport to attend.

Prior to the TradeFlow Restructure which was completed on

30 June 2023, the Group owned 100% of TradeFlow. During

this time, TradeFlow continued to rent its office space but

did not use heating fuel.

Scope 2 emissions and associated energy usage

These emissions relate to electricity and / or heat supplied

to an organisation. No part of the organisation is directly

supplied with or pays for electricity. TradeFlow lease an office,

electricity usage being part of the rental fee. The total electricity

use of the organisation is therefore restricted to the supply to

the Singaporean office for the first six months of 2023 when

TradeFlow was a wholly owned subsidiary of the Group.

Scope 3 emissions

These emissions are the result of activities from assets not

owned or controlled by the reporting organisation, but that

the organisation indirectly affects in its value chain.

Since December 2020, TradeFlow advised funds have been

one of the first trade funds in the world to start buying

carbon credits, with the aim of netting off carbon emissions

from transportation related to the funds TradeFlow advises.

Reporting in this area is something that the Group will look

to develop in the future as the business starts to scale.

Social Capital

Company aspiration

Supply@ME aims to have a positive impact on society and

will continue to illicit feedback from our key stakeholders on

mechanisms through which to achieve this aim.

2023 update

The Group seeks to reach the highest ethical standards and

behaviours when conducting our business, and to ensure this

is done with integrity, openness and appropriate protections

for those with whom our business interacts and impacts.

The Group’s Platform, by its nature, helps businesses to

free up working capital earlier in their production or sales

cycle through the facilitation of Inventory Monetisation

transactions. Inventory Monetisation also allows trading

Environmental, Social and Governance Review

47 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

businesses to buy and hold more inventory in warehouse,

potentially resulting in fewer deliveries (facilitating a lower

carbon footprint from reduced supplier haulage).

The business has continued to take a proactive approach

to data protection recognising the importance of data

management as the business grows.

As part of the 2023 Employee Experience and Engagement

survey employee’s views on how Supply@ME could have

a positive social impact in their community were elicited.

These views will be incorporated into the Companies future

approach to social capital.

Human Capital

Company aspiration

Continue to build a diverse, inclusive organisation which

offers opportunities for growth and development for all

employees and contractors.

2023 update

During 2023 and early 2024 the team have had a range of

opportunities for growth. Career paths and development

plans were built to help guide career growth. Internal

development opportunities have been Self Leader, Sales

Training and Manager and Leadership Training. Additionally,

the whole team are developing their understanding of

Digitalisation of Assets through training by Route Crypto

Training. The first internal promotions recognising

individuals’ growth with the Company were awarded during

2023. The Board and leadership team are focused on

retaining talent and growing careers through what has been

a challenging year for the team due to the delays in funding

the business has faced.

The 2023 Employee Experience and Engagement Survey

highlighted that 94% of the team recognise that at SYME we

believe diversity, equity and inclusion are a business priority,

average scores having increased year on year from 2022.

This has also been supported by Alexandra Galligan being

appointed as the Board Diversity Champion.

Supply@ME’s equal opportunities policy aims to ensure

that the work environment is free from direct and indirect

discrimination on the grounds; of race, sex, disability,

sexual orientation, gender reassignment, marriage or civil

partnership, pregnancy or maternity, religion or belief or age,

and enables everyone to achieve their potential.

Having a global mindset, being collaborative and embracing

differences are fundamental to our corporate culture. They run

deeply through our people practices, including in recruitment,

performance management and development of the team. In

addition to the behaviours of innovation and focusing on delivery.

Business Model and Innovation

Company aspiration

Robust, systematic ESG assessment of potential users of our

Platform to become a core element of due diligence.

2023 update

Supply@ME aims to have a positive impact on the

environment, society and our stakeholders. During 2023

the Company has continued to evolve our ability to assess

potential inventory funders overall ESG strategy and appetite

to ensure potential client companies ESG impact is being

taken into consideration during the onboarding and due

diligence process. This allows potential inventory funders

to be informed of the corporate clients ESG assessment

which will enable them to take a proactive approach to ESG

management and client company selection. To support

the ESG assessment made during the due diligence phase,

details are requested from clients in respect of their ESG

policies, frameworks and risk assessments. This feedback

compliments the consideration given to a potential client’s

jurisdiction, size and industry. This information can then be

shared with potential inventory funders.

Leadership and Governance

Company aspiration

Further development and disclosure of proactive internal

risk management processes in line with business growth.

2023 update

During 2023 the sale of 81% of TradeFlow was completed

recognising the evolution of the regulation of the fund

management industry and to cater to the needs of potential

inventory funders who had expressed a desire to see a

segregated structure of the Platform provider from the

fund. This demonstrates the focus on ensuring effective

governance of the business and our willingness to adapt

to meet these requirements. The new structure with SFE is

designed to enable us to scale the offering of Supply@ME as

specialist inventory servicer with a stable partner in the CH

Trading Hub.

The Company is a listed business which complies with

the QCA Corporate Governance Code. Risk is regularly

considered by the Board and a proactive approach is taken

to risks identified, most recently through the application

of the COSO (Committee of Sponsoring Organizations of

the Treadway Commission) framework. Legal advice and

guidance are sought from external experts, as and when

required, in addition to a small inhouse team.

48 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

Task Force on Climate-Related Financial Disclosures

TCFD statement

We are committed to providing information about climate-

related risks and opportunities that are relevant to our

business. As outlined on the previous pages we are evolving

our ESG strategy and governance framework, to take

account of these risks and opportunities whilst balancing

this with the current business environment. Below are our

climate related disclosures aligned with the requirements of

LR 9.8.6R by including disclosures consistent with the TCFD

recommendations and disclosures. We also recognise that

this specific statement was omitted from our 2022 annual

report and accounts. We have also included how this relates

to the BEIS mandatory climate-related financial disclosure

requirements under the Companies (Strategic Report)

(Climate-related Financial Disclosure) Regulations 2022.

Our disclosures are not yet at the level consistent with

the requirements, the leadership team and Board will be

working towards compliance during 2024. Our intention is

to create an internal working group and engage external

advisors to support us on this journey.

TCFD Recommendation BEIS Disclosure and Compliance Status Commentary

Governance

a) Describe the Board’s oversight of

climate-related risks and

opportunities.

b) Describe management’s role in

assessing and managing climate-

related risks and opportunities.

a) A description of the governance

arrangements of the Company in

relation to assessing and managing

climate-related risks and opportunities.

Partially compliant

Outlined in our ESG section of the

annual report on pages 46–47 we

explain the importance placed on

ESG by the Group and it’s

governance. Both the leadership

team and Board were involved in

developing and approving the

approach and consideration given

to ESG, with it being a topic for

discussion at the Board strategy day

in March 2023. It is also embedded

into the Company’s risk

management approach.

Strategy

a) Describe the climate-related risks

and opportunities identified over

the short, medium and long term.

b) Describe the impact of climate-

related risks and opportunities on

business, strategy and financial

planning.

c) Describe the resilience of the

strategy, taking into consideration

different climate-related scenarios,

including a 2°C or lower scenario.

(d) A description of: (i) The principal

climate-related risks and opportunities

arising in connection with the

operations of the Company. (ii) The

time periods by reference to which

those risks and opportunities are

assessed.

Partially compliant

e) A description of the actual and

potential impacts of the principal

climate-related risks and opportunities

on the business model and strategy of

the Company.

Partially compliant

f) An analysis of the resilience of the

business model and strategy of the

Company, taking into consideration of

different climate-related scenarios.

Does not comply

The Group does not consider there

to be any material climate related

risks and therefore no material

climate related impacts that require

disclosure. However, the strategy

with regard to climate risks and the

Company’s approach to it’s impact

on the environment can be seen on

page 46 in the Environmental

section of our ESG Review.

During 2024 this approach will be

further developed with regard to

the potential impacts of a changing

environment on the Supply@ME

business.

49 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

TCFD Recommendation BEIS Disclosure and Compliance Status Commentary

Risk Management

a) Describe the processes for

identifying and assessing climate-

related risks.

b) Describe the processes for

managing climate-related risks.

c) Describe how processes for

identifying, assessing, and managing

climate-related risks are integrated

into overall risk management.

(b) A description of how the Company

identifies, assesses, and manages

climate related risks and opportunities

Partially compliant

c) A description of how processes for

identifying, assessing, and managing

climate-related risks are integrated into

the overall risk management process in

the Company

Partially compliant

Climate related risk is embedded

into our overall risk management

approach, detail of this can be

found on page 50.

Additional details of the Company’s

approach to environmental impact

can be found on page 46.

Metrics and Targets

a) Disclose the metrics used to

assess climate-related risks and

opportunities in line with the

strategy and risk management

process.

b) Disclose Scope 1, Scope 2, and, if

appropriate, Scope 3 greenhouse gas

(GHG) emissions, and related risks

c) Describe the targets used to

manage climate-related risks and

opportunities and performance

against targets.

(h) The key performance indicators

used to assess progress against targets

used to manage climate-related risks

and realise climate-related

opportunities and a description of the

calculations on which those key

performance indicators are based.

Does not comply

(g) A description of the targets used by

the Company to manage climate-

related risks and to realise climate-

related opportunities and of

performance against those targets.

Does not comply

Supply@ME is a low energy user,

using less that 40MWh per annum.

Detail of the Company’s energy use

is provided on page 46, including

commentary around Scope 1, 2 and

3 emissions. As the Group grows

more detailed disclosures in this

area will be issued. As there are no

material climate related risks

identified at this time no other

specific targets are set in relation to

climate risk. The Company’s

aspirations in this regard can be

seen on page 46.

Aspirations around the Company’s

approach to climate related risks

can be found in the ESG section of

this report on page 46.

50 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

The Group’s approach to risk management is that the Board

regularly considers the principal risks faced by the Group

and takes a proactive approach to those risks identified,

primarily through the application of the COSO (Committee

of Sponsoring Organizations of the Treadway Commission)

framework. The leadership team have undertaken a

bottom-up internal self-assessment approach to evaluating

risks across all areas of the business in line with the COSO

framework. Consideration was given to perceived risk with

regard to Impact, Likelihood, Vulnerability and Velocity by

internal functional experts. The identified risks were then

reviewed and assessed centrally and key risks to the business

are managed and mitigated. The key risks and mitigations are

periodically presented to the Board and Audit Committee.

The most significant risks and uncertainties the Group faces

are listed in the table below, categorised by the principal risk,

together with the approach that has been taken to manage

the impact of this risk on the Group, any changes to the risk

profile since 2022 and an assessment of the importance of

this risk considering the likelihood and impact of it post the

mitigations outlined.

Strategic risk

Strategic risk is defined as the failure to build a sustainable, diversified and profitable business that can successfully adapt to

environment changes due to the inefficient use of Group’s available resources.

Business Model and Strategic Competition

Movement since 2022 Likelihood Impact

Maintained at same level Unlikely Major

Principal Risk How are we mitigating this risk? Change in principal risk since 2022

The Group’s business model is that

of an innovative Platform for

Inventory Monetisation, aiming to

capitalise upon market

developments where supply chains

may be placed under pressure.

By its nature this is a new FinTech

product which leads to an inherent

risk of there being limited market

interest in the product or on the

converse a competitive offering

being created by another

organisation which outstrips our

model or size.

The Group continues to

acknowledge the risk of new and

potentially larger competitors

entering the Inventory Monetisation

space and regularly monitors new

entrants to keep abreast of changes

to this risk factor.

Over the past few years, a focus for

the Group has been significantly

investing in building, developing and

flexing its unique model. It has also

diversified the business model to

encompass a variety of routes to

market from White-Label product

offerings, tokenisation and traditional

inventory funding. Additionally, as

detailed in the how we adapt to scale

the business section of this annual

report and accounts on pages 13–14

the Group’s understanding and

ability to deliver for a range of client

companies business model adds to

its competitive advantage, especially

against potential new entrants to the

market place.

The progress made during 2023 in

the commencement of the variety of

routes to market and the associated

ability in the Group gives strategic

competitive advantage, alongside the

flexibility in the business model.

Although there have been

announcements from other

companies with regard to

progressing their own inventory

funding model, Supply@ME is not

aware of any other offering of

Inventory Monetisation facilitated

through a platform aligned to the

Supply@ME business model. The

investments made since the Group’s

inception would be challenging for a

competitor to replicate over a short

period at this stage.

Principal Risks and Uncertainties

51 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

Future Development and Strategy

Movement since 2022 Likelihood Impact

Maintained at same level Possible Major

Principal Risk How are we mitigating this risk? Change in principal risk since 2022

The Group is unable to build the IM

Platform in line with its strategy at a

pace and cost aligned to funding

available and revenue generation.

This risk will reduce as the Group’s

business model and product

becomes more established. Despite

business progress made during 2023,

the scalability of the Group’s product

remains unproven, which could affect

the Group’s ability to increase

revenues and profit margins in the

future at the rate needed to ensure

success of the business model.

The key to our long-term business

growth remains our IM Platform. The

IM Platform and product roadmap are

continually being enhanced to enable

seamless interactions with clients and

inventory funders, with minimal

human intervention, using a lean

workforce to deliver a high volume of

transactions and revenue. This

groundwork will allow for increased

efficiency going forward and will

continue to be progressed as different

inventory models are presented to the

Group for consideration.

During 2023, the Company has

proven its ability to deliver an

additional successful Inventory

Monetisation and worked hard to

secure its first commitment linked to

the While-Label product offering,

which was then announced in early

2024. These developments

demonstrate the establishment of

the business model and product.

However, the pace of growth is

slower than anticipated and as such

the scalability of the business model

is still to be fully demonstrated.

52 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

Principal Risks and Uncertainties

Macro Global and Economic Risks

Movement since 2022 Likelihood Impact

Increased Possible Moderate

Principal Risk How are we mitigating this risk? Change in principal risk since 2022

The current global macro environment

has an effect on all businesses,

including the Group, its corporate

clients and inventory funders.

Consideration has been given to

changes in loan appetite which is

outlined in the Strategic Report on

pages 17–18.

The increased level of conflict

globally, in particular the war in

Ukraine and the increased tensions

in the Middle East, could potentially

affect the success of businesses who

would be client companies of

Supply@ME, leading to a smaller

potential market.

Consideration has also been given to

the impacts of Brexit. As our

business model requires legal

contracts complaint with laws in

individual countries the impact on

the operations of the business from

this macro event is limited. The

restrictions of free movement of

people and the immigration

requirements in the UK as a result of

Brexit is of greater concern.

The market for supply chain finance is

large, as outlined in the Strategic Report

on pages 17–18. As such, any increases

to Supply@ME’s market share to

even a small degree, this could have

a positive impact on the business.

The business is currently focusing on

clients based in the UK and Europe,

Italy in particular. This narrowing of

focus should mitigate some of the

risk inherent from the increased

global conflict.

To mitigate the risk to the business of

immigration constraints caused by

Brexit the Company has obtained a

Visa Sponsorship Licence.

The risk in this area has increased in

the last year in our view largely due

to the macro-economic environment.

The increased uncertainty arising

from continued global conflict is

having an impact on overall business

confidence which is also being felt by

Supply@ME.

Although Supply@ME is not a lender

and does not provide financing the

decreased appetite of SME’s and

large enterprises for loans due to

higher interest rates could arguably

reduce the size of the potential

addressable market for Supply@ME.

53 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

Inventory Funding Risk

Movement since 2022 Likelihood Impact

Reduced Possible Major

Principal Risk How are we mitigating this risk? Change in principal risk since 2022

Key to the Supply@ME business model

is the interest of funders to acquire

inventory and invest in the new model

for which Supply@ME provides pre and

post monetisation services. If there is

no interest, or reduced interest by

funders to invest in this asset class of

inventory there is risk to the Supply@

ME business model.

The new structure outlined in the

strategic report on pages 9–12

mitigates some of this risk.

Developing a strategic partnership

with SFE who will proactively manage

the funder relationships in any

Inventory Monetisation transaction is

a positive development in this area

as it should allow for a greater

understanding of the funders’

requirements.

Additionally, the diversification of

potential routes to market mitigates

this risk. These potential routes

include funding provided by White-

Label partners, traditional funding

and tokenisation as potential funding

routes for inventory.

The Group has seen positive

progress in this area during 2023

including, the first traditional funding

of inventory, the developments in the

securitisation of assets and the first

White-Label commitment. This

progress, together with the new

strategic partnership with SFE has

reduced this risk to the Group

through demonstrating there is

interest from a variety of market

players to fund inventory.

Technological Advancements

Movement since 2022 Likelihood Impact

Maintained at same level Unlikely Moderate

Principal Risk How are we mitigating this risk? Change in principal risk since 2022

Technology is advancing at a

phenomenal rate. The development

of and increased use of AI being one

of the recent most significant. The

increased digitisation of assets is also

a relevant advancement.

As a Fintech business it is essential

that our technology and the team’s

knowledge of new technology use

cases keeps pace with the external

environment so that any new

relevant technologies can be

included into the IM Platform as

efficiently and effectively as possible.

A growth mindset and innovation are

encouraged at Supply@ME across all

members of the team. This will help

the team and the Group to stay

abreast of new technology and its

use. One example of this is the whole

team starting to undertake the Route

Crypto Training during 2023.

There have been technology

advancements in the market during

2023, and while the Group’s focus on

innovation and learning has

continued in order to keep abreast

of these changes, this risk has

remained static compared to 2022.

This is in part due to the constant

changing technological landscape

but also due to the current limited

availability of financial resources that

the Group has to invest in this area.

54 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

Principal Risks and Uncertainties

Commercial Legal Risk

Movement since 2022 Likelihood Impact

Reduced Unlikely Minor

Principal Risk How are we mitigating this risk? Change in principal risk since 2022

The Supply@ME business model

requires new and detailed legal

contracts to be in place in each

global jurisdiction in which a

monetisation is to take place. This is

required in order to ensure the

contracts are tailored to specific

circumstances and regulations in

that new region. This creates a risk of

the Group potentially breaching

legislation specific to a new region. It

also means that the first

monetisation in a new region could

have significant up-front cost in both

time and finances depending on the

complexities of that region. However,

as the business expands to more

regions, this will then lead to a

scalable model which can be

replicated in a much more efficient

manner for each new client onboarded

in an already established region.

When Supply@ME engages with a

new a corporate client the location of

their inventory is a key part of early

discussions and companies are

progressed through the Supply@ME

pipeline taking this into

consideration. External legal

expertise is sought for each country

region that the Group is engaging in

business to reduce any risk of breach

of local legislation and to ensure the

leadership team is made aware of

any specific legal circumstances that

might be unique to a particular

country or region.

A significant amount of time and

resources have been invested into

the development of standard

commercial contracts for the UK and

Italy, and these have been

implemented with client(s) in these

two regions.

Solid progress has also been made

on establishing legal structures in

France where corporate clients in the

Group’s pipeline have approached

Supply@ME with inventory they wish

to have monetised. Given this

progress over 2023, this risk has

reduced compared to the prior year.

55 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

Financial Risk

Financial risk takes into consideration risk resulting from the loss of capital. Consideration is given to liquidity, market and

credit risk.

Group Funding Risk

Movement since 2022 Likelihood Impact

Increased Likely Major

Principal Risk How are we mitigating this risk? Change in principal risk since 2022

The Company and the Group remain

in the early stage of development

and have not generated consistent

revenues from operations to date

and are not currently profitable. In

addition, predicting the time frames

within which the Group will

commence the generation of

consistent revenues remains difficult.

As a result of the current stage of

development, the Group has needed

to rely on funding from various

sources in the past including equity

placings, various shareholder funding

commitments together with other

loan and convertible loan note facilities.

Despite continued confidence in its

long-term strategic aims, the

Directors continue to recognise

additional financing will likely be

required and that the availability of

future potential funding options may

be limited and could potentially be

on terms that are not favourable to

the Group and may be dilutive to

shareholders.

Additionally, during 2023, and to date

in 2024, the Group has experienced

delays in terms of the funding

commitments that had been entered

into with its key shareholder, TAG.

This created a new risk to the Group

in terms of the relevant counterparty

being able to provide funding in line

with their contractual commitments

to the Group.

The Company and its Board are

continually reviewing the cash flow

position of the Group and, as

required, will explore additional

funding facilities available to meet

the cash flow, working capital and

growth needs of the Group. To

support this the Company remains

engaged with several key stakeholder

and finance providers to fulfil the

future funding needs and to provide

the Group options to diversify the

current sources of funding and

mitigate the risk of being dependent

on the various funding commitment

provided by TAG.

To help mitigate the impacts of the

delayed funding payments from TAG

during 2023 and to date in 2024, the

Board are in regular contact with

TAG and have been working closely

with them to ensure the committed

payments are continually being

received, albeit on a delayed basis.

Alongside this the Board are in

regular contact with the CFO to

ensure they are fully aligned on the

use to funds that are available.

Funding was challenging during 2023

due to the delays in funding being

received. As such, this risk has

increased when compared to 2022.

There were unforeseen delays which

impacted on:

> Our people, which increased the

risk of attrition.

> Our third-party suppliers, which

increased the risk of the Company

being able to seek the external

expertise it required.

> Our ability to build the technology

infrastructure at a pace originally.

While the business progress has

been positive over 2023 and early

2024, this risk will remain high until

the Group is able to consistently

generate revenue which is sufficient

to cover its costs.

56 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

Principal Risks and Uncertainties

Operational Risk

Operational risk is the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events.

Business Continuity Risk

Movement since 2022 Likelihood Impact

Decreased Unlikely Moderate

Principal Risk How are we mitigating this risk? Change in principal risk since 2022

Our business is evolving. As a

business evolves, processes need to

adapt and improve. Not keeping

abreast of these changes exposes

the Group to risk of not delivering for

our clients and/or business failure.

It is also key that our IM Platform is

accessible and available, which

requires any outage time being kept

to an absolute minimum. As such

processes and policies being in place

to allow for business continuity when

faced with technical issues is key to

the Groups success as a result any

failure or inaccessibility of our IM

platform is considered a principal risk

for the Group.

“Key Person” dependency is an

element of business continuity risk,

to mitigate this all policies, processes,

and procedures are clearly

documented, along with training

videos, and standardised templates

enabling any team member to be

able to carry out part of a process.

Business continuity plans are in place

and are presented to third parties

when necessary. They are also

reviewed and tested to ensure

robustness.

All our technological components are

backed by Service Level Agreements

and support plans, with scheduled

back-ups and restoration plans

should they fail.

All our processes are able to be run

manually should there be a

significant downtime of any of our

components.

When working with third party

suppliers we ensure agreements

encompass business continuity

measures / service level agreements

in order to mitigate the risk that the

IM Platform processes are impacted

by the business interruption of

services provided by key suppliers.

The team has consistently been

focused on process documentation

to create robust business continuity

plans and to build this into every

element across the Group. As a

result of the work completed in 2023

and early 2024, this risk has decreased

as compared to the prior year.

57 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

Talent and Diversity Risk

Movement since 2022 Likelihood Impact

Increased Possible Moderate

Principal Risk How are we mitigating this risk? Change in principal risk since 2022

Loss of certain member of the Board

and leadership team could lead to a

reduced ability to effectively run the

Group, while loss of the key

members of the team could hamper

the speed at which the Group is able

to scale up the business and

increase operational efficiency.

The Board and leadership team

continue to work closely to mitigate this

risk by keeping lines of communication

open with the team. Additionally, during

2023 the regular succession planning

reviews were extended to cover all

levels of the team so that any key

vulnerabilities were clearly identified.

These reviews are conducted by the

Nomination Committee supported by

the Chief Executive Officer and Chief

People Officer.

Feedback was gathered from the

team in late 2023 through the annual

employee experience and

engagement survey. This insight has

assisted in putting in place measures

to continue to minimise risk of

attrition of key members of the team,

and to allow the Board to identify key

areas of importance across the team.

While the Group does not yet have

the resources available to it to

incentivise employees via the

payment of bonuses or payrises, the

Board continued to make awards

under the Long-Term Incentive Plan

during 2023.

The cash flow challenges faced by

the Group during 2023, and early

2024, has had an impact on the

Supply@ME team and led to some

attrition. The risk of loss of key

members if the team has increased

during this period, including in the

leadership team. Given the current

focus on cost control, not all of these

vacancies have been filled and

instead work has been distributed to

the remaining team members. The

Board and Chief People Officer are

actively managing this risk.

58 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

Principal Risks and Uncertainties

Cyber Security Risk

Movement since 2022 Likelihood Impact

Maintained at same level Unlikely Major

Principal Risk How are we mitigating this risk? Change in principal risk since 2022

The proprietary fintech Platform

developed by the Group and used to

facilitate Inventory Monetisation

transactions is the intellectual

property of the Supply@ME Group.

Given the global rise in the number

of data and cybersecurity breaches

carried out by malicious actors or

hackers, the Group’s intellectual

property may be at risk of being

stolen as a result of unauthorised

access to its systems.

The Group is aware of growing

cybersecurity risks and regularly

reviews the robustness of

cybersecurity provisions around its

network. This includes mandatory staff

training to recognise data breach and/

or phishing attempts, via software

such as malware or ransomware.

The major technology components

of the IM Platform require Multi-

Factor Authentication as an added

level of security. All data is held in a

cloud environment that has threat

monitoring, detection, and alerts as

standard protocols.

The Group has put in place an

approved Data Breach Response

Policy.

Cyber security risk is perceived to be

one of the most important global

business risks in 2024 as outlined by

recent research by Allianz. Supply@

ME has also noted an increase in

phishing attempts. Despite the

increased macro risk, the mitigating

actions the Group has in place has

led to the conclusion that this risk

has remained unchanged when

compared to the prior year.

59 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

Regulatory, Legal and Reputational Risk

Regulatory, Legal and Reputation Risk are defined as those relating to the legal and regulatory frameworks within which the

Company operates. Reputational risk is linked to this as all of these areas related to the engagement in activities that detract

from Group’s goal of being a trusted and reputable Company.

Corporate Legal and Regulatory Risk

Movement since 2022 Likelihood Impact

Increased Possible Moderate

Principal Risk How are we mitigating this risk? Change in principal risk since 2022

The Group breaches a legal or

regulatory requirement which

impacts its ability to deliver for its

stakeholder.

Supply@ME is a small team, who are

supported by external experts to

help ensure the Group is compliant

with its various legal and regulatory

requirements. The Board has

oversight and has been thoughtfully

hired for their combined expertise to

challenge and support the business

in this area.

Enlisting the support of external

experts comes at a cost which has to

be balanced with its current financial

position. The risk in this area has

increased during 2023 as the spend

on advisors has been carefully

considered and reduced in line with

cash flow constraints.

Data Protection

Movement since 2022 Likelihood Impact

Maintained at same level Rare Moderate

Principal Risk How are we mitigating this risk? Change in principal risk since 2022

Effective data protection is

fundamental to our business and a

data protection breach could

damage stakeholder relationships,

incur costs and damage reputation.

Operating in multiple jurisdictions

leaves a risk of breach of individual

jurisdictional legislation.

The Group has engaged extensively

with recognised data protection

experts to establish appropriate data

protection policies and procedures

in the jurisdictions within which it

currently operates.

During 2022 our processes and

procedures around data protection

were reviewed and refined. During

2023 this process has continued. The

risk in this area remains consistent

compared to the end of 2022.

60 Supply@MECapitalPlc AnnualReportandAccounts2023 Strategic Report

Principal Risks and Uncertainties

Reputational Risk

Movement since 2022 Likelihood Impact

Increased Possible Moderate

Principal Risk How are we mitigating this risk? Change in principal risk since 2022

A positive reputation will assist a

business to become more

successful. Being a desirable

business partner to all types of

stakeholders will have a positive

impact on business performance.

The Groups reputation becoming

damaged will impact the speed at

which it can expand, grow and prove

its business model.

In the past Supply@ME sought

support from external public and

investor relations agencies to assist

in brand and communications

management. The Board and

leadership team have becoming

increasingly considered in the

communications made externally

following advice received from these

experts.

The budget for external public and

investor relations support has been

reduced during 2023 in line with

cash flow. The increased

consideration given by the team

prior to communicating externally

has had mixed responses from the

Groups wide retail shareholder base.

Additional investment in external

public and investor relations support

will be sought in line with the

resource and cash availability.

Environmental, Social and Governance Risk

The Supply@ME approach to ESG and its TCFD statement can be found on pages 46–49.

The Strategic Report set out from pages 3–60 is approved by the Board of Directors and signed on its behalf by:

Alessandro Zamboni

Chief Executive Officer

30 April 2024

Corporate

Governance

Report

62 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report62 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

Corporate Governance Introduction

OurBoardofDirectorsarefocusedonensuringsound

corporategovernanceandaneffectiveBoard.TheBoard

jointly takes responsibility for overseeing the Company’s

corporategovernancemodelandensuringthateffective

communicationflowsfreelybetweenExecutivesand

Non-Executivesinatimelymanner.

WehaveadoptedtheQuotedCompaniesAllianceCorporate

GovernanceCode(QCACode).Thisreportfollowsthestructure

of these guidelines and explains how we have applied the

guidance.TheBoardiscognisantoftheimportanceof

compliance with the QCA Code and endeavours to adhere

to this as far as practicable having regard to the size,

natureandcurrentstageofdevelopmentoftheCompany.

FromApril2024theBoardwillbeusingtheupdatedQCA

guidelines,andwillreportagainsttheminfutureyears.

WeunderstandthatapplicationoftheQCACode

supports the Company’s medium to long term success

whilst simultaneously managing risks and providing an

underlying framework of commitment and transparent

communicationswithstakeholders.Wearecommittedto

monitoring and promoting a socially responsible corporate

culture, illustrated through internal policies and external

stakeholderengagement.

As a main market company, (standard segment, trading

on the London Stock Exchange) this information needs to

be reviewed annually and details of our Corporate

Governancecanbefoundonourwebsite.

Outlined in the next pages are details of the Directors of

theGroupduring2023.

63 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report63 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

Directors’ Information

Current Executive Director

Alessandro Zamboni

Chief Executive Officer and Executive Director

Appointed 23 March 2020

Alessandro is CEO and Executive Director of Supply@ME

CapitalPlc.Hespecialisesinthefinancialservicesindustry

andrelatedstrategicanddigitalmodels.Since2008,he

has been managing the delivery and the sales operations

of a consulting company specialising in Regulatory &

InternalControlsforBanksandInsuranceFirms.He

foundedtheAvanteGardeGroupS.p.A,theformerparent

companyofSupply@MES.r.l.,in2014.HeholdsaBA

degreeinEconomicsfromtheUniversityofTurin.

As well as being CEO of Supply@ME Capital Plc, Alessandro

holdsExecutivepositionsatAZCompanyS.r.l.,AvantGarde

4.0S.r.l.,OrchestraGroup(retediimprese),The

AvantGardeGroupS.p.A.,RegTechOpenProjectS.p.A.,

FutureofFintechS.r.l.and1AF2LimitedandNon-

ExecutiveDirectorrolesatDarwinsuranceS.r.l.and

RegTechOpenProjectPlc.

64 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report64 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

Directors’ Information

Previous Executive Directors

Thomas(Tom)James

Executive Director

Appointed 30 July 2021

Resigned 23 March 2023

TomwasanExecutiveDirectorfrom30July2021until23

March2023,andcontinuestobetheCIO,CEOand

co-founderofTradeFlow,ofwhichSupply@MEowns19%.

Hehasover30yearsofcommercialexpertiseinthe

commodity and energy industry and is the business and

system architect for TradeFlow’s unique and innovative

digitisedtradefinancesolutionforbulkphysical

commoditytransactions.Hehasexperienceofsenior

regulatedrolesinfinancialinstitutions(includingBankof

TokyoMitsubishiUFJ,CreditAgricoleandCreditLyonnais)

andvarioustradingfirmsincludingBHPBilliton,coveringa

fullrangeoffunctionalareasincludingtradefinance,

projectfinance,investmentbanking,supplychain/

operations, derivatives, physical markets, and fund

management.Duringhiscareerhehasoperatedinmany

countriesinAfrica,Europe,MiddleEast,andAsiaPacific.

InadditiontohisroleontheBoardofSupply@MEPlc

during2023,TomwasalsoDirectorofTradeFlowCapital

ManagementPte.Limited,TradeFlowCapitalManagement

SystemsPte.Limited,andthefollowingdormant

companies,TijaraPte.Limited,TradeFlowCapitalFund

Management Pte Ltd, TradeFlow Capital Management

Limited (UK), Navitas Resources (UK) Limited, Navitas

Resources Pte Limited and NR Capital Pte Limited which is

currentlyinliquidation.

JohnCollis

Executive Director

Appointed 30 July 2021

Resigned 23 March 2023

JohnwasanExecutiveDirectorfrom30July2021untilhis

resignationfromtheBoardon23March2023.Heis

co-founder of TradeFlow where he holds the position of

ChiefRiskOfficer(CRO).Aswellasoverseeingthe

development of the fund’s critical legal infrastructure and

workingwithleadingcounselonitsenforceability,Johnhas

overseentheclassificationofthespecialistintellectual

property developed and acquired by TradeFlow and its

licensing.Johnisacommerciallawyerwithexpertisein

regulatory, compliance, structuring, and transactional

matters.Johnoperatedhisownlawfirmfrom2003,

specialisingininternationalcommercialwork.Johnhas

written and lectured about the rule of law, Eurasia

Economic Union, CSTO, and International Commercial

Enforcement.Beforebecomingalawyer,Johnworkedfor

Ernst & Young, he was educated at Oxford University and

ischairmanofHertfordCollegeRFC.

In addition to his role as a Director of Supply@ME during

2022,JohnwasadirectorofTradeFlowCapital

ManagementPte.Limited,TradeFlowCapitalFund

Management Pte Limited, TradeFlow Capital Management

Limited,TijaraPte.Limited,TradeFlowCapital

ManagementSystemsPte.Limited,KenwoodSecretaries

Limited, Higher Education Research Limited, MTI Solutions

Limited,JCS107Limited,JCS110Limited,NRCapitalPte

Limited,PriceVerifierSystemLimited,SoftnpowerLimited

andUltraponixLimited.

65 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report65 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

Current Non-Executive Directors

Albert Ganyushin

Independent Chairperson and Non-Executive Director

Appointed 30 June 2022

Albert was appointed as independent chairperson and a

Non-ExecutiveDirectorin2022followingalongcareerin

capitalmarkets.Since2017,hehasservedasHeadof

CapitalMarketsatDr.PetersGroupwithresponsibilityfor

international institutional business, including investment

management,capitalmarkets,financingandinvestor

relations.PriortojoiningDr.PetersGroup,between2010

and2016,heworkedinleadershiprolesinthelistings

business of NYSE Euronext Group after a career in

investmentbankingthatstartedwithDeutscheBankA.G.

(LondonBranch)in2000.HegraduatedwithanMBA

degreefromLondonBusinessSchoolin2000andbegan

his professional career as a management consultant with

AccentureinLondonin1995.

In addition to his role with Supply@ME Albert is also a

directorofWestcottHillCapitalLimitedandWottonHill

Capital LLP and Non- Executive Chair of RegTech Open

ProjectPlc.

Alexandra Galligan

Independent Non-Executive Director

Appointed 16 March 2023

Alexandraholdsmorethan20years’experienceinsenior

business development positions, including most recently

asPartnerandChiefExecutiveOfficeratFCA-regulated

investmentadvisoryfirmMUSSTInvestmentsLLP(MUSST)

–arolesheheldforoveradecade.Duringhertimeat

MUSST, Alexandra maintained and developed

relationships with a wide network of investors advising

them on investing in early-stage hedge funds, private

creditandalternativeassets.Herpreviousrolesalso

includedbusinessdevelopmentatfinancialservicesfirm

Matrix Group Ltd, where she was appointed to create

in-houseplatformofhedgefundsandUCITSvehicles.She

was also responsible for the structuring of these funds,

preparation of related prospectuses, subscription

documentationandmarketingmaterials.Shegraduated

from the London School of Economics with an MSc in

AccountingandFinancefollowingobtainingaBComm

fromtheUniversityofDublin.

Alexandra is also a Director of the charity A Leg to Stand

onUK.

66 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report66 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

Directors’ Information

Current Non-Executive Directors

DavidBull

Independent Non-Executive Director

Appointed 22 July 2021

David,aCharteredAccountant,with30year’sexperience,

isatechnology-drivenexperiencedfinancialservices

professionalwithabankingandfinancialservices

digitisationmindset.Hehasheldanumberofsenior

Boardroleswithinbanking,assetfinance,treasuryand

credit management institutions, including several years as

ChiefFinancialAccountantatTheBankofEngland.He

holdsaBSc(FirstClass)inMathematicsandStatisticsfrom

theUniversityofBradford.

DavidisalsoanExecutiveDirectorofKDBOfficeServicesLimited

and Thumb Soldiers Limited and Non-Executive Director of

BraintreeHockeyClubLimited,andCRBFamilyLimited.

Enrico Camerinelli

Independent Non-Executive Director

Appointed 23 March 2020

Enrico keeps abreast of market trends and business

practices by taking an active part in projects launched by

the United Nations Economic Commission for Europe, the

WorldBank,theWorldTradeBoard,andtheCouncilof

SupplyChainManagementProfessionals.Heregularly

attends major industry events as invited guest speaker

andwritesonspecialisedmagazinesandpapers.Heholds

an MSc in Electronic Engineering from Università degli

StudiLaSapienza,Rome,Italy.EnricoisalsoaDirectorof

ErmidiEnricoCamerinelli.

67 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report67 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

Previous Non-Executive Director

Andrew Thomas

Independent Non-Executive Director

Appointed 30 June 2022

Resigned 15 March 2023

Andrewhasover20years’experienceinvariousbusiness

advisory roles and during this time has worked across the

US, UK, EU and APAC regions, acquiring expertise of

onshoreandoffshorefundstructuringandoversight,

particularlyinrelationtoregulatoryissues.Healsohas

extensive experience in mitigating ESG risks while helping

organisationstomaximiseESGopportunities.HeholdsBA

inHistoryandPoliticsfromtheUniversityofExeter.In

addition to his role with Supply@ME he was also a director

ofTransatlanticRegulatoryConsultingLLC.

68 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

Directors’ Information

Overview

During the course of 2023 there have been a number of

changes to the Board structure and composition. The Group

started the year with Albert Ganyushin as Chairman and

Enrico Camerinelli, David Bull and Andrew Thomas as Non-

Executive Directors and Alessandro Zamboni, John Collis and

Tom James as Executive Directors.

On 15 March 2023 Andrew Thomas stepped down as

Non-Executive Director and was replaced by Alexandra

Galligan who also undertook the role of Remuneration

Committee Chair from this date. Following this, on 23

March 2023 John Collis and Tom James resigned from the

Board whilst maintaining their roles at TradeFlow. Further

information regarding Board changes during the year can be

found in the Nomination Committee Report on pages 75–77.

The Board generally plans to meet once a month, however,

additional Board meetings were held during FY2023 which

reflect the pivotal activities undertaken during the year.

Details of the Board’s principal activities and decisions

throughout the year are set out in more detail below.

These included, but were not limited to, the first Inventory

Monetisation transactions using traditional funding sources,

securing a second subscription of longer term equity funding

from Venus Capital which was agreed in April 2023, the

TradeFlow Restructuring, the signing of the term sheet for

the first White-Label transaction with BBPM in early January

2024, the agreement of additional financing facilities with

TAG followed by the implications of the underperformance

by TAG against its committed financing facilities, discussion

of various possible mitigating actions to be investigated as a

result of the late payment by TAG and the issuing of the new

supplementary prospectuses on 4 May 2023 and 30 June

2023 following the announcement of the FY2022 Annual

Report and Accounts, and the completion of the TradeFlow

Restructuring, respectively.

During 2023 30 Board meetings were held including both

scheduled and ad-hoc meetings Additionally there were 2

sub-committee meetings, 17 formal written resolutions and

a Board Strategy Day which was held in March 2023 and

focused on developing longer term strategic goals for the

business and the senior leadership team. In addition, the

Company held its Annual General Meeting and a specific

General Meeting to approve the extension to the expiry date of

the open offer warrants which were previously issued to retail

shareholders during 2022. Both the Annual General Meeting

and the General Meeting were held on 23rd June 2023.

Sub-committees are convened by the Board to manage specific

work streams in a timely and efficient manner, and keep the

Board appraised of progress. The sub-committee meetings

were focused on final approval of documentation related to

the annual report, interims, prospectus and related documents

post discussion at a full Board meeting. Written resolutions

require consideration and signatures from all members of

the Board and were largely concerned with issuing shares as

a result of open offer warrants being exercised.

2023 Board attendance

Director Schedule / Attended Appointed to Board Resigned (if applicable)

Albert Ganyushin 30 / 30 30 June 2022 N / A

Alexandra Galligan 28 / 28 16 March 2023 N / A

Alessandro Zamboni 27 / 30 23 March 2020 N / A

David Bull 30 / 30 22 July 2021 N / A

Enrico Camerinelli 28 / 30 23 March 2020 N / A

John Collis 2 / 3 30 July 2021 23 March 2023

Tom James 2 / 3 30 July 2021 23 March 2023

Andrew Thomas 2 / 2 30 June 2022 15 March 2023

69 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

Independence

Consideration has been given by the Board to the QCA Code

in relation to independence and a balanced Board. Principle

5 of the QCA Code, is to maintain the Board as a well-

functioning balanced team led by the Chair. The guidance

to this principle states that there should be an appropriate

balance between Executive and Non-Executive Directors

and that there should be at least two independent Non-

Executive Directors. This requirement has been met by the

SYME Board throughout 2023.

All current Non-Executive Directors are considered independent

by the Board. In addition, former Director Andrew Thomas was

considered Independent during his tenure.

Principal Board Activities and Decisions in 2023

The principal decisions made, and activities carried out, by

the Board during 2023 are summarised below:

Ongoing regular governance activities

> During the pre-scheduled monthly Board meetings,

regular agenda items included updates from the Chief

Executive Officer, Chief Financial Officer, Group Head

of Enterprise Risk Management and Chief People

Officer. Updates were also provided from each of

the Remuneration, Nomination, Audit and Disclosure

Committees, following these respective Committee

meetings, and where necessary, input and approval was

sought from the Board on key topics in lines with the

terms of reference. This included, but was not limited to,

review of:

> related party transaction and potential conflicts of

interest;

> committee terms of reference;

> business continuity;

> discussion, review and approval of budgets and cash

flow forecasts;

> approval of regulatory news announcements including

those relating to the interim financial statements,

annual reports and accounts, prospectuses, issue of

new ordinary shares, ad-hoc business updates etc;

and

> risk management framework, with a focus on the

principal risks and uncertainties.

> Discussion and approval of Board changes, including

members stepping down, and appointment of Alexandra

Galligan;

> Discussion and consideration of any investor relations

communications;

> Approval of the new Long Term Incentive Plan and granting

of share options to certain employees on 19 May 2023; and

> Exercise of warrants in relation to the open offer.

Significant business milestones

During the course of 2023 a number of significant business

milestones have been reached which have required the

Board’s focus, outlined but not limited to the below.

Operational milestones:

> The potential opportunities displayed by the new ltalian

legislation pegno non possessorio (the “PNP Regulation”)

for Italian banks to adopt the Supply@ME Platform for

use under potential White-Label agreements and to

further enhance the security available to the inventory

funders in traditional IM transactions.

> The completion of the first Inventory Monetisation

transaction in Italy of warehoused goods of an Italian

client company utilising traditional funding sources. The

client being one of the market leaders in the tyre re-

treading sector with operations around the world.

> The completion of the TradeFlow Restructuring on

30 June 2023 with the aim of better serving both the

needs of client companies and the funders of both

businesses and eliminating any perception of conflicts

of interest between the two businesses whilst providing

both businesses with greater commercial opportunities

through the clear differentiation of responsibilities of the

individual entities.

> Securing of a binding commitment provided by an

institutional investor to provide committed funding for the

first IM in the UK, the client being a UK client company,

which provides parts and technology to the global marine

industry the execution of this transaction was delayed

due to several external barriers’ (outside of SYME control)

such an existing floating charge facility which has required

the client company to gain specific waivers, amongst

other things

> Collaboration with a group of private investors and

subject matter experts of working capital solutions to

launch an independent Swiss-based trading business to

replace the Cayman-based global inventory fund (“GIF”),

previously advised by TradeFlow. The CH Trading Hub,

owned by SFE, is also expected to acquire control of the

independent stock companies from the GIF, to manage

the overall trading businesses using the Platform and the

associated services provided by the Group.

> Working toward the commencement of the Group’s

overall White-Label go-to-market strategy resulting in

the announcement on 3 January 2024 of the binding

commitment provided by Banco BPM S.p.A. to fund

an initial IM transaction with an inventory value to be

monetised up to €10 million of an existing client of BBPM.

70 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

Directors’ Information

Governance Milestones:

> Transition from the London Stock Exchange’s SETSqx

(Stock Exchange Electronic Trading Service: Quotes and

Crosses) trading platform to its SETS (Stock Exchange

Trading System) trading platform.

> Preparation and publication of new supplementary

prospectuses published on 4 May 2023 and 30 June

2023, following the announcement of the FY2022

Annual Report and Accounts, and the completion of the

TradeFlow Restructuring, respectively.

Financial Milestones:

> Execution of the new equity funding that was announced on

28 April 2023 with Venus Capital in order to continue to provide

more stable and longer term investment into the Group.

> The completion of the various funding facilities with The

AvantGarde Group S.p.A. (“TAG”) including:

> The unsecured fixed term working capital loan

agreement which was signed by TAG and the Company

on 28 April 2023 with the aim of TAG providing up to

£2,800,000 of working capital funding to the Company.

This agreement was subsequently amended on the 30

June 2023 and the amount of to be provided by TAG

under this agreement was reduced to £800,000.

> The debt novation deed that was agreed between

TAG, the Company and the buyers of the 81% stake

in TradeFlow. This debt novation deed was signed

in connection with the TradeFlow Restructuring on

30 June 2023 and created the obligation for TAG to

settled the £2,000,000 cash payment due from the

buyers of the 81% stake in TradeFlow to the Company.

> The top-up unsecured shareholder loan agreement

agreed on 28 September 2023 with TAG to provide

the Company with a further facility of up to £3,500,000

to cover the Company’s working capital and growth

needs up to 30 June 2025.

> Given each of these agreements represented a material

related party (as such term is defined by IFRS) transaction

for the purpose of the DTR 7.3, these were each carefully

considered by the independent directors to ensure

they were concluded to be fair and reasonable from the

perspective of the Company and its shareholders who

were not the related party.

> Towards the end of 2023, the Board’s activities were

focused on the monitoring of the Group’s cash flow

position as a result of delays in receipt of the funding

from TAG under the various funding facilities referred

to above. The Board met regularly and has been closely

monitoring the impact on the Group as well as discussing

with TAG what actions they are undertaking to ensure

they are able to meet their contractual obligations to

Supply@ME albeit on a delayed basis. The Board has also

been analysing and exploring alternative funding options

presented considering the issues caused by the late

payments referred to above.

71 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

Principle 1.

Establish a strategy and business model which promote long-

term value for shareholders.

The Board and leadership team continue to focus on the

long-term growth of the business and building a solid

foundation which underpin the reasons shareholders

should invest. Supply@ME has developed a novel and

unique solution which has and continues to take time

and investment. There is a clear gap in the market which

represents a huge opportunity for the organisation to scale

and grow, whilst creating long-term value for shareholders.

The solid foundations have been built and the unique

solution is proven and multimarket ready.

Principle 2.

Seek to understand and meet shareholder needs and

expectations.

The Group continually seeks to improve its engagement with

its shareholders, both private and institutional investors.

During 2023 Supply@ME has continued to focus on

disseminating information to the market in a timely manner,

as well as monitoring and responding to communications in

the dedicated investor relations inbox, where it is possible

to respond, for shareholders to be furnished with non-

market sensitive information. As a growing business, with

limited bandwidth, it is not possible for our team to provide

an individualised response to each and every enquiry we

receive. However, every communication is reviewed and,

where possible, furnished with a full response as a priority.

This process will continue to evolve with the business.

In May 2023 the Company invited investors to an online

presentation to outline the opportunities for the business

and demonstrate how the Supply@ME business model fulfills

these opportunities and the Company’s relative position in

the competitive landscape in more detail. Additionally, in

June 2023, the Company held its AGM and addressed the

significant number of questions raised by its shareholders,

both in person and via the Investor Meet platform. The AGM

was available for shareholders to join online as well as in

person, giving all shareholders the opportunity to join if they

wished to. Finally, during 2023 Supply@ME has provided

commentary on topics relevant for global supply chains

through a series of blogs published on LinkedIn.

Principle 3.

Take into account wider stakeholder and social responsibilities

and their implications for long-term success.

The Board considers the interests of shareholders and

all relevant stakeholders in line with section 172 of the

Companies Act 2006. Proactively engaging with our

stakeholders strengthens our relationships and helps

us make better business decisions to deliver on our

commitments. The Board is regularly updated on wider

stakeholder engagement feedback to stay abreast of

stakeholder insights into the issues that matter most

to them and our business, and to enable the Board to

understand and consider these issues in decision-making.

Details of how we seek to understand and meet shareholder

needs and expectations are set out at Principle 2, above.

Details of how the Board has engaged with our wider

stakeholder group, including our people, shareholders,

corporate clients, inventory funders and fund investors can

be found in our section 172 Statement.

Principle 4.

Embed effective risk management, considering both

opportunities and threats, throughout the organisation.

The Board has established a risk management process for

identifying, assessing and mitigating the principal risks and

uncertainties facing the Group. The Group’s risk position

is considered by the Board on a regular basis, with ad-hoc

reviews conducted as required. The Board is responsible for

establishing and maintaining the Group’s system of internal

financial controls and the Audit Committee assists the Board

in discharging its duties relating to internal financial controls.

Internal financial control systems are designed to meet the

particular needs of the Group and the risk to which it is

exposed, and by its very nature can provide reasonable, but

not absolute, assurance against material misstatement or loss.

Areas of focus for internal financial controls include strategic

planning, approval of cash flow forecasts, regular monitoring

of actual spend compared to cash flow forecasts (including

investigation of significant variances), control of capital

expenditure, ensuring proper accounting records are

maintained and high-quality financial statements are

produced as required. The Directors will continue to reassess

internal financial controls as the Group expands further. It is

the Board’s policy to ensure that the management structure

and the quality and integrity of the personnel are compatible

with the requirements of the Group.

The Group’s auditors are encouraged to raise comments

on internal control in their management letter following

their audit, and the points raised and actions arising are

monitored through to completion by the Audit Committee.

Statement of Compliance with the QCA Corporate

Governance Code

72 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

Principle 5.

Maintaining the Board as a well- functioning, balanced team

led by the Chair.

As referenced in the Directors’ Information section and

the Report of the Nomination Committee included in

this Annual Report, there have been a number of Board

membership changes during 2023. The Board currently

consists of one Executive Director, Alessandro Zamboni,

CEO and four independent Non-Executive Directors. Albert

Ganyushin leads the Board as independent Non-Executive

Chair supported by David Bull, Enrico Camerinelli and

Alexandra Galligan as independent Non-Executive Directors.

The balance of the Executive and Non-Executives and the

structure of the Committees is in compliance with the QCA

code. The biographical details of the Board members can

be found in this Annual Report on pages 63–67, as well as

on the Company’s Website. The Board changes during early

2023 outlined in the Nomination Committee Report are

testament to the fact the structure, size and composition

of the Board is regularly reviewed to ensure the Board

operates effectively.

The Board typically meets monthly in order to, amongst

other things, receive commercial updates from the CEO

and updates from other members of the Leadership team

on their respective functional areas as appropriate. At the

relevant time of the annual financial reporting cycle, these

monthly meetings are also use to cover the approval of

financial statements and significant changes in accounting

practices. During 2023 there have been a significantly higher

number of Board meetings to ensure the required focus and

scrutiny on particular areas including funding, commercial

progress of the business, and other strategic milestones.

The Directors commit the requisite amount of time to their

respective roles to ensure that they fulfil their individual

and collective responsibilities in an effective manner. The

Company has effective procedures in place to monitor and

deal with conflicts of interest. The Board is supported by an

Audit Committee, a Remuneration Committee, a Nomination

Committee and a Disclosure Committee. Further details

of the Nomination, Remuneration and Audit Committee

can be found in each of the Committee Reports within this

Annual Report on pages 75–77, 85–107, 78–84, as well as

on the Company’s website. One element of the role of the

Independent Non-Executive Directors is to be available

to shareholders who wish to raise any concerns that they

have been unable to resolve through other channels and to

attend meetings between management and major investors.

Principle 6.

Ensure that between them the Directors have the necessary

up-to-date experience, skills and capabilities.

During the recruitment process for new Non-Executive

Board members, the Nomination Committee gives, a great

deal of consideration to the knowledge, skills and experience

required for the future of Group. Ensuring a balance of

broad Corporate Governance knowledge with specific skills

sets including Regulations, Trade Finance, Capital Markets,

FinTech Sector knowledge and Investor Relations and

Business Development experience has been crucial. In

addition to the appropriate balance of personal qualities and

capabilities for our innovative global business.

In order to develop their skills and keep up to date with

market developments and corporate governance matters,

new joiners to the Board are provided with a comprehensive

induction into the business. The Board also has regular

updates from and access to the leadership team. All

directors are able to take independent professional advice

in the furtherance of their duties, if necessary, at the

Company’s expense.

Biographies for each of the directors, including details on their

experience and skills, are set out on the Company’s website

and in the Directors’ Report section of this Annual Report.

Principle 7.

Evaluate Board performance based on clear and relevant

objectives, seeking continuous improvement.

The Board’s effectiveness and the individual performance

of Directors are considered regularly by the Board on an

informal basis. A formal Board evaluation was conducted in

December 2023 and reported on to the Chair. This evaluation

looked at the process that underpins Board effectiveness,

Board and Committee constitution and commitment, Board

dynamics and culture, stakeholder oversight and strategy.

This evaluation will be conducted annually with feedback

shared and appropriate actions taken.

Board and Leadership Team Succession planning is a matter

considered by the Nomination Committee. During 2023 the

risk and the impact of key members of the team taking the

decision to leave the Group was assessed. How these risks

could be mitigated was considered and appropriate action

plans put in place to reduce the level of residual risk where

possible. This evaluation will take place at least annually.

Statement of Compliance with the QCA Corporate

Governance Code

73 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

Principle 8.

Promote a culture that is based on ethical values and

behaviours.

The Board believes that the promotion of a corporate

culture based on sound ethical values and behaviours is

essential to maximise shareholder value. The CEO and the

Leadership team seeks to engender open and positive

interactions with a focus on innovation, collaboration,

delivery and a global mindset. This culture is encouraged

throughout the business, with people management

practices aligned to support. Supply@ME is operating in

a new business area and the ability to innovate will be

essential to the Group’s success. Collaboration and ensuring

each member of the team’s views and opinions are heard

will lead to a better product and outcome for all the Group’s

stakeholders. Understanding the global perspective of each

decision and having an understanding of global nuances will

lead to a greater long-term reach of the Group. Most of all,

the Group wants to deliver for all its stakeholders and this is

central to the culture which is being created. The Company’s

policies set out its zero-tolerance approach towards any

form of modern slavery, discrimination, harassment, bullying

or unethical behaviour relating to bribery, corruption or

business conduct.

Principle 9.

Maintain governance structures and processes that are fit for

purpose and support good decision-making by the Board.

The Board endeavours to ensure governance structures

within the Company are appropriate for the size, complexity

and risk profile of the Company. This is regularly reviewed

by the Board to ensure governance arrangements continue

to be appropriate as the Company changes over time. The

Board also responds to business opportunities and adjusts

its composition to take advantage of this, hence the changes

seen during early 2023.

The Board typically meet monthly to set the overall direction

and strategy for the Group and to review operational and

financial performance. The Board and its Committees

receive appropriate and timely information prior to each

meeting: and a formal agenda is produced for each meeting,

and Board and Committee papers are distributed before

meetings take place. Any director may challenge Company

proposals and decisions are taken democratically after

discussion. Any director who feels that any concern remains

unresolved after discussion may ask for that concern to be

noted in the minutes of the meeting, which are signed by the

meeting Chair and circulated to all directors.

Any specific actions arising from such meetings are agreed

by the Board or relevant Committee and then followed up

by the Company’s management. The Board and leadership

team, supported by external company secretaries and

lawyers, ensure Board procedures are followed and

applicable rules and regulations are complied with.

There is a formal schedule of matters reserved for the

decision of the Board that covers the key areas of the

Company’s affairs. The schedule includes:

> Determining the Company’s overall strategy and direction

> Establishing and maintaining controls, audit processes

and risk management policies to ensure they counter

identified risks and that the Company operates efficiently

> Ensuring effective corporate governance

> Approving cash flow forecasts and reviewing performance

relative to those forecasts

> Approving financial statements

> Approving material agreements and non-recurring projects

> Approving senior and Board appointments

> Additionally, there is a delegated authority matrix

mandating those items requiring approval by Board.

Each member of the Board has clearly defined roles and

responsibilities. The Chair is responsible for the leadership of

the Board, ensuring its effectiveness and high standards of

corporate governance, approving and monitoring strategic

direction, and allowing stakeholder views to be incorporated

as part of the Board’s decision making. The Chair’s role is

also to build collaborative relationships, and promote debate

and openness so as to ensure the effective contribution

by all Directors and Non-Executive Directors. The CEO is

responsible for the day-to-day operation and running of

the Group, supported by the Leadership team. The CEO

also leads the development and implementation of the

approved strategy and business plan, ensuring decisions of

the Board are implemented, effective working relationships

with the Chair and Non-Executive Directors are maintained,

whilst providing leadership in the Company’s commitment

to its purpose, high business standards, culture and core

values, and communication with key stakeholders. The

Non-Executive Director role is to bring external perspective,

constructive challenge, independent judgement and

objectivity to the Board’s decision making and discussion.

They act as a sounding Board for the Chairman and a source

of reciprocal feedback for other members of the Board

and shareholders. The Non-Executive Directors bring a

range of skills, expertise and knowledge to the Board, and

constructively challenge the Executive management of the

Company. The Non-Executive Directors are responsible for

a range of activities, including monitoring the performance

of the Executive management, determining appropriate

levels of remuneration, ensuring financial controls and risk

management systems are robust, as well as challenging

and supporting the CEO and Leadership team in the

development of the strategy and objectives of the Company.

An Executive Director is an employee of the Group who sits

on the Board of directors but also performs management

duties within the business of the Company. Currently

74 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

the only Executive Director on the Board is the CEO. The

Board is supported by an Audit Committee, Remuneration

Committee, Nomination Committee and Disclosure

Committee. Further details of the responsibilities of each of

these are outlined in their respective reports.

Detail of the corporate governance frameworks provided

by the Audit Committee, Remuneration Committee and

Nomination Committee can be found in their respective

reports and their terms of reference and those of the

Disclosure Committee are available on the Company’s website.

Principle 10.

Communicate how the Company is governed and is

performing by maintaining a dialogue with shareholders and

other relevant stakeholders.

The Company is committed to open communications with

all its shareholders. Communication will be primarily through

the Company’s website, the Annual Report and Accounts,

Regulatory announcements, the AGM and one-to-one

meetings with large existing or potential new shareholders.

All shareholders will receive a copy of the Annual Report

and an interim report at the half year is available on the

Company’s website.

Statement of Compliance with the QCA Corporate

Governance Code

75 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

Report of the Nomination Committee

Dear Shareholders,

On behalf of the Board, I am pleased to present the

Nomination Committee Report for the year ending 31

December 2023. During the year, there were a number

of changes to the membership of the Board including

changes to Executive Directorships resulting from the

TradeFlow Restucturing, alongside changes to Non-Executive

Directorships due to our continued focus on ensuring we

have the right composition to lead and govern our unique

business to its full potential.

The resignations of Tom James and John Collis as Executive

Directors on 23 March 2023 was a precursor to the

completion of the TradeFlow Restructuring on 30 June 2023.

The disposal of SYME’s majority stake in TradeFlow was an

important step required to remove any potential future

regulatory or commercial conflicts of interest between the

two businesses. This in turn will better serve the needs of

our client companies and the funders of both business and

will improve the future growth prospects of both businesses.

The benefits of this change can be seen in the progress

being shared in this report with respect to the establishment

of the CH Trading Hub, owned by SFE.

In addition, Andrew Thomas resigned from his post as

Non-Executive Directors on 15 March 2023 to pursue other

business opportunities. I would like to thank Tom, John and

Andrew for their valuable contributions to the Board and

business during their tenure as directors.

We were extremely pleased that Alexandra Galligan joined

the Board on 16 March 2023 and became Chair of the

Remuneration Committee from this date, where she is

focused on ensuring the team are rewarded appropriately

and in line with shareholders’ expectations. Alexandra adds

a wealth of valuable knowledge and experience of Hedge

Funds, Investments and Business Development to the

Board alongside her valuable experience and knowledge of

investor motivation and their increasing focus on investing

in companies with demonstrable Environmental, Social and

Governance (“ESG”) credentials. On joining Alexandra also

became a member of the Nomination and Audit Committees.

Albert Ganyushin

Chair of the Committee and Board

30 April 2024

76 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

Report of the Nomination Committee

2023 Committee Members and Attendance

Director Scheduled meetings attended

Appointed to Committee

if during 2023 or 2024 Resigned \(if applicable)

Albert Ganyushin

5 / 5 N / A N / A

Alexandra Galligan 2 / 2 16 March 2023 N / A

David Bull 5 / 5 N / A N / A

Enrico Camerinelli 5 / 5 N / A N / A

Andrew Thomas 3 / 3 N / A 15 March 2023

As at 31 December 2023 the Nomination Committee was

comprised of Alexandra Galligan, David Bull and Enrico

Camerinelli as members and Albert Ganyushin as Chair

(full biographical details can be found on pages 63–67). The

Committee must have at least two members, with a majority

being independent Non-Executive Directors. There must be a

majority of independent Non-Executive Directors appointed to

the Committee. After each meeting the Chair of the Committee

reports to the Board on the Committee’s proceedings in

respect of all matters within its duties and responsibilities.

Meetings are held at least twice a year at appropriate

times and otherwise as required. The Committee met

five times during 2023 with meetings being held by video

conference. In addition to the Committee members other

regular attendees included the Chief Executive Officer, Chief

Financial Officer and Chief People Officer.

Roles and Responsibilities

The role of the Nomination Committee is set out in its

terms of reference, which were updated in March 2024 and

are available on the Company’s website. The Nomination

Committee is responsible for the following key activities:

> Identify and evaluate suitable candidates to fill Board

vacancies when they arise and nominate candidates

for the approval of the Board. In identifying suitable

candidates, the Committee shall:

> Evaluate the balance of skills, knowledge,

independence, experience and diversity on the Board

and prepare a description of the role and capabilities

required for a particular appointment in light of this

evaluation;

> Use open advertising or an external search consultant

for the appointment of the Chair and Non-Executive

Directors of the Board;

> Consider candidates based on merit and against

objective criteria, and within this context, promote

diversity of gender, social and ethnic backgrounds,

cognitive and personal strengths.

> Before the appointment of a Director (including the Chair of

the Board), require the proposed appointee to disclose any

other significant commitments, including the time involved;

> For the appointment of a Chair of the Board, prepare a job

specification, including the time commitment expected.

The proposed Chair’s other significant commitments

should be disclosed to the Board before appointment

and any changes to the Chair’s commitments should be

reported to the Board as they arise;

> Keep under review the number of external appointments

held by each Director. A Director of the Company should

not undertake any additional external appointments or

other significant appointments without the prior approval

of the Board;

> Perform a formal and rigorous annual review of the

structure, size and composition of the Board, its

Committees, its Chair and individual Directors (including

the skills, independence, knowledge, experience, and

diversity required to discharge duties) and recommend

any changes, to ensure that an effective succession plan

is in place;

> Undertake, with the support of the Chief Executive

Officer, a talent management and succession planning

review of the senior management of the Company at

least once each financial year;

> Keep under review the Company’s leadership needs, both

Executive and Non-Executive, to ensure its continued

ability to compete in the market place;

> Review annually the time required from the Non-

Executive Directors and assess through performance

evaluation whether they are spending sufficient time to

fulfil their duties;

> Arrange for a Non-Executive Director, on appointment,

to receive a formal letter of appointment to the

Board, setting out what is expected in terms of time

commitment, Committee service and any involvement

outside Board meetings;

77 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

> Set policy for the granting of service agreements and their

termination;

> Ensure that all Directors undergo an appropriate

induction programme to ensure they are fully informed

about their duties and responsibilities as a director, and

to consider any training requirements for the Board as a

whole. Individual training will be discussed and facilitated

by the Company Secretary;

> Before the appointment of a Director (including the Chair

of the Board), require the proposed appointee to disclose

any other business interests that may result in a conflict

of interest and to report any future business interests

that could result in a conflict of interest;

> Review, on an annual basis, declarations by Directors of

situational and transactional conflicts / potential conflicts

of interest, ensuring that the influence of third parties

does not compromise independent judgement;

> Ensure that the Committee’s terms of reference are made

available to shareholders on the Company’s website and,

if requested, in hard copy.

Committee Activity during 2023

The Nomination Committee’s meetings have focused on a

number of matters, including those set out below:

> New Non-Executive Director attraction, assessment,

appointment and induction

> Review of independence of Directors

> Board and Board Committee evaluation including review

and assessment of Board composition, balance and

competence

> Review of membership and composition of Board

Committees

> Review and assessment of elements of Board members

contracts

> Review of directors situational and transactional potential

conflicts

> Board and leadership team succession planning

> Assessment and approval of Directors other

appointments

> Review and updating terms of reference

> Review of time commitment from Non-Executive

Directors

> Diversity policy review

> Board training review

Board Changes and Succession Planning

There have been a number of changes to the Board during

2023, which were focused on ensuring we have the right

structure and composition to lead and govern this unique

business to its full potential.

Succession planning for both the Board and senior

leadership team has been a topic discussed at the

Nomination Committee, whereby thought and consideration

have been given to the team; how the business mitigates any

impact of departures and to develop long term strategies

around the attraction and retention of talent throughout

the organisation. The Nomination Committee has worked

closely with the Remuneration Committee to mitigate

these risks with the Long-Term Incentive Plan being a key

element of this strategy. The Committee and the Board want

the team and shareholders’ interests to be firmly aligned

over the long-term and this form of delayed performance-

based remuneration supports our retention strategy. The

second awards took place in May 2023 and details of the

proposal for a 2024 award can be found in the Directors

Remuneration Report on pages 85–107.

The Board views diversity on the Board itself and within

Supply@ME Group’s leadership team as essential for the

future success of the organisation. One measure of diversity

is gender balance. The gender balance of the Board of

20% female is not reflective of the gender balance in the

Company. The Supply@ME leadership team immediately

below Board level is 50% female, our employee base is 41%

female. Further details of the diversity within Supply@ME

can be found on page 31 where it is also outlined that the

Board does not yet meet the Board ethnicity targets. The

organisation is focused on hiring leaders and employees

from diverse backgrounds and will continue this focus during

2024 and beyond.

At the 2024 AGM Supply@ME will request the

reappointment of Enrico Camerinelli.

Board and Committee Evaluation

A thorough Board and Committee performance evaluation

was conducted in December 2023, to assess the following

areas:

> Processes that underpin Board effectiveness

> Board and Committee constitution and commitment

> Board dynamics

> Culture, stakeholder oversight and strategy

Focus for 2024

The Nomination Committee will continue to build on

the work to date to future-proof Board-level and team

capabilities to enable Supply@ME to excel in the future.

While completing this work, there will be a continued and

renewed focus on diversity and ensuring Supply@ME is

positioned well to attract and retain the best talent.

78 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

Dear Shareholders,

On behalf of the Board, I am pleased to present the Audit

Committee Report for the year ended 31 December 2023.

This report sets out the areas of key focus for the Audit

Committee during this period.

The Audit Committees core activities are linked to the

Group’s financial reporting cycle and cover the areas

delegated to it by the Board in connection with the

preparation and publication of the interim and annual

financial statements and oversight of the external audit

process. In respect of the financial statements for the Group

and Company for the year ended 31 December 2023,

the Audit Committee continued to review and challenge

the assumptions and judgements made by management,

particularly in connection with, the accounting for the

fundraising and financing activities undertaken by the

Company during 2023, the continued application of the

revenue recognition policies applied by the Group in

accounting for the initial Inventory Monetisation transactions,

the application of IFRS 5 (“Non-current Assets Held for Sale

and Discontinued Operations”) to the TradeFlow business

prior to the completion of the disposal of the 81% stake

held by the Company in TradeFlow on 30 June 2023 (the

“TradeFlow Restructuring”), the accounting for the TradeFlow

Restructuring in the financial statements of both the Group

and the Company, and the ability of the Company and the

Group to continue operating as a going concern.

During 2023 the Board also requested Audit Committee

involvement and support with the following specific activities:

> Providing oversight in connection with the supplementary

prospectuses that were required to be issued following

the publication of the 2022 Annual Report and

Accounts on 4 May 2023, and in connection with the

TradeFlow Restructuring on 30 June 2023 (the “Second

Supplementary Prospectus”). In particular, the Audit

Committee provided challenge and review over the

financial elements of the prospectuses, including the

proforma financial information that was required to be

included in the Second Supplementary Prospectus and

the ongoing monitoring of the validity of the working

capital statement included in the initial prospectus dated

3 October 2022.

> Challenging and reviewing the key parameters included

in the formal agreements signed on 30 June 2023 in

connection with the Trade Restructuring, which included

the novation of the remaining £2,000,000 consideration

due from the buyers of TradeFlow to TAG, which is a

related party.

> Challenging and reviewing the new funding arrangements

entered into during the year with TAG, particularly given

the related party element to these arrangements and

the importance of them on the Company and Group’s

ability to continue as a going concern. These funding

arrangements with TAG included the unsecured working

capital facility which was announced on 28 April 2022 and

then subsequently amended on 30 June 2023, and the

unsecured top up shareholder loan that was announced

on 29 September 2023.

Alongside the important activities listed above, the Audit

Committee has continued to focus on maintaining the

integrity and transparency of the Group’s external reporting,

has given careful consideration to the risk management

framework, has ensured compliance with relevant regulation,

and has provided challenge and guidance in respect of the

Group’s cash flow position in light of the delays that have

continued to be experienced in terms of the generation

of revenue from the facilitation of multiple Inventory

Monetisation transactions per year and in receipt of funds

due from contractual funding commitments.

Despite the limited resources within the finance team,

progress has continued in respect of strengthening internal

controls around monthly reporting, cash flow forecasting

and the application of complex accounting issues. To

date the progress against the longer-term goals of the

finance team has been slower than anticipated due to the

prioritising on the Groups limited resources to other areas of

the business and the support the finance team is providing

across a number of other areas of the Group as a result of

initiatives to cut costs where possible.

The Board and Nomination Committee have continued

to ensure that the Audit Committee has the right mix of

relevant financial and FinTech experience to support the

Groups anticipated future growth and as a result appointed

Alexandra as a member of the Audit Committee in March

2023, when she was also appointed to the Board.

David Bull

Chair, Audit Committee

30 April 2024

Report of the Audit Committee

79 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

Audit Committee Members and Attendance

The table below sets out the members of the Audit

Committee (the “Audit Committee”) during the year (full

biographical details can be found on pages 63–67). The

current Audit Committee members are all Independent Non-

Executive Directors.

Director

Scheduled

Meetings

attended

Appointed to

Audit Committee

Resigned

(if appliable)

David Bull – Chair 5 / 5 22 July 2021 N/a

Enrico Camerinelli 4 / 5 23 March 2022 N/a

Albert Ganyushin 5 /5 30 June 2022 N/a

Alexandra Galligan 5 /5 16 March 2023 N/a

Role of the Audit Committee

The role of the Audit Committee is set out in its terms

of reference, which were most recently reviewed and

approved in January 2024. These are available on the

Company’s website. The Audit Committee’s primary purpose

is to assume the delegated authority from the Board

for the responsibility of overseeing financial reporting,

the review and assessment of internal control and risk

management, compliance, and maintaining an appropriate

relationship with the external auditor. In order to fulfil these

responsibilities, the terms of reference provide a framework

for the Audit Committee’s duties including the following:

> Overseeing the relationship with the Company’s external

auditor, monitoring its effectiveness and independence

and making recommendations to the Board in respect

of its remuneration, appointment and removal. The

Audit Committee also meets regularly with the external

auditor and reviews the findings from the external

auditor, including discussion of significant accounting and

audit judgements, levels of errors identified and overall

effectiveness of the audit process.

> Review and report to the Board on the financial

statements of the Company and the Group, including

its annual and interim reports and, if applicable, any

other formal announcements containing information

on financial performance. The Audit Committee will

also consider and report to the Board on significant

financial reporting issues, accounting policies and key

areas of judgement or estimation. This review also

includes consideration of the clarity and completeness of

disclosures on the information presented in the financial

statements.

> Overseeing the accounting principles, policies and

practices adopted by the Company.

> Monitoring the need for an internal audit function in the

context of the Group’s overall risk management system.

> Reviewing the effectiveness of the Company’s system of

internal financial controls and internal control systems.

> Advising the Board on the Company’s risk strategy,

risk policies and current and emerging risk exposures,

including the oversight of the Group’s risk management

framework and systems.

> Assessing the adequacy and security of the Company’s

arrangements for its employees and contractors to raise

concerns, in confidence, about possible wrong-doing

in financial reporting or other matters and to ensure

proportionate and independent investigation of such

matters.

> Making recommendations to the Board as it deems

appropriate on any area within its remit where action or

improvement is required.

Meetings

The Audit Committee has met on five occasions during the

year and three occasions since the year-end. In line with the

Group’s decision to focus on using technology as a means

of communication to limit business travel, all meetings were

held by video-conference.

The Audit Committee operates to an agenda linked to the

financial calendar which ensures that the responsibilities and

duties of the Audit Committee are discharged in accordance

with the Terms of Reference and the requirements of the

QCA Corporate Governance Code.

In addition to the Audit Committee members, by invitation,

the meetings of the Audit Committee may be attended by

the Chief Executive Officer, the Chief Financial Officer (“CFO”)

and other members of the leadership or finance team as

appropriate. The Company’s external auditor and accounting

advisors are invited to attend relevant Audit Committee

meetings, to ensure full communication of matters as they

relate to their respective responsibilities. During the year, the

Audit Committee members have the opportunity to meet

with the external auditor for a private discussion, without

management being present, regarding the audit process and

the relationship with management.

The Chair of the Audit Committee holds regular meetings

with the external auditor and also with the CFO.

Meetings of the Audit Committee are scheduled close to the

end of the interim period and full year, as well as before the

publication of the associated half-year and full-year financial

reports, so as to ensure the Audit Committee is informed

fully, on a timely basis, on areas of significant risks and

judgement. The Board has confirmed that it is satisfied that

Audit Committee members possess an appropriate level of

independence and depth of financial and FinTech expertise.

80 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

Report of the Audit Committee

On his appointment in July 2021, David Bull, the Chair of the

Audit Committee, was determined by the Board as having

recent and relevant financial experience. Full biographies of

the members of the Audit Committee during the year can be

found in the Corporate Governance Report on pages 63–67.

The Audit Committee is satisfied that it receives sufficient

and timely information and has access to relevant

management personnel to allow the Audit Committee

members to engage in an informed debate during Audit

Committee meetings and to fulfil its responsibilities.

Principal activities in 2023

During 2023 the Audit Committee meetings have focused on

the principal matters set out below:

> Reviewed the 2022 annual report and consolidated

financial statements.

> Reviewed the 2023 interim financial results and any RNS’s

containing references to financial data.

> Monitored the Company’s risk management framework

and updating of the risk register.

> Reviewed key findings from the 2022 year end Group

audit and review of the 2023 external audit plan with the

external auditors.

> Considered key accounting matters, including key

accounting judgements and estimates, and accounting

standards that were either newly issued or applicable to

the Group due to changing circumstances.

> Reviewed the output of any work produced by third

party accounting advisors to support the key accounting

matters.

> Assessment of going concern and cash flow forecasting

at regular intervals during the year and at least at those

times as required for formal sign off of the going concern

assessment in annual report and accounts and interim

report.

> Oversight, review and challenge of any key parameters

of the financial contractual documents in connection

with the TradeFlow Restructuring and new funding

arrangements agreed during 2023.

> Oversight of the regulatory compliance required in

connection with the publication of the supplementary

prospectuses issued on 4 May 2023 and 30 June 2023.

> Reviewed the Audit Committee terms of reference.

> Considered the need for an internal audit function.

> Continued assessment of the skills and knowledge within

the finance team.

Significant issues considered in relation to the financial

statements

As part of its monitoring of the integrity of the financial

statements, the Audit Committee reviews whether suitable

accounting policies have been adopted and whether

management has made appropriate estimates and

judgements and seeks support from the external auditor to

assess these. The Audit Committee considered the following

significant judgements and other areas of audit focus in

respect of the financial statements for the year ended 31

December 2023. These areas have been identified as being

significant by virtue of their materiality, complexity, being

accounting items which are new for the current financial

year, or the level of judgement and/or estimation involved.

In order to ensure the approaches taken were appropriate,

the Audit Committee considered reports from both

management and the external auditor produced at relevant

points during the year. The Audit Committee challenged

judgements and sought clarification where necessary.

The Audit Committee received a report from the

management and the external auditor on the work it had

performed to arrive at its conclusions and discussed in detail

all material findings contained within the report.

Alternative performance measures (“APMs”) and

presentations not specifically defined by IFRS:

Reporting issue:

The Group has chosen to continue to use an APM which is

not specifically defined by IFRS, being Operating loss from

continuing operations before impairment charges and fair

value adjustments, to illustrate the impact on earnings from

continuing operations before impairment charges and fair value

adjustments to equity investments. This APM is used in order to

present clearly the underlying costs and results of the Group.

Review of the Audit Committee:

The Audit Committee reviewed the use of these and

calculation of this APM and agreed with management

that this measure has been appropriately calculated

and disclosed as a non-GAAP measure in the financial

statements. The Audit Committee is satisfied that the non-

GAAP measure is not given undue prominence and that the

reconciliations provided are presented in a clear manner.

Going concern

Reporting issue:

The Directors must satisfy themselves regarding the Group’s

ability to operate as a going concern and confirm that they

have a reasonable expectation that the Group will continue

to operate and meet its liabilities as they fall due for the 12

months following the date at which these consolidated financial

statements for the year ended 31 December 2023 are issued.

81 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

Review of the Audit Committee:

The Audit Committee reviewed management’s cash flow

forecasts, including an overview of the assumptions

made in the preparation of the base case supporting

the going concern statement. This included the Group’s

consolidated cash flow forecasts covering 2024 – 2025. The

Audit Committee discussed and challenged the cash flow

forecasts and assessed this in light of the principal risks and

uncertainties set out within this annual report and accounts.

Given the continued delays experienced by the business

during 2023, the Audit Committee discussed and challenged

the downside scenarios modelled as part of the going

concern statement. The downside scenarios reduced the

Group’s revenue generation but also looked at cost saving

measures that would be implemented in such instances.

These downside scenarios also looked at committed funding

that is either available to the Group at the date of signing

these accounts, or which the Directors have determined is

reasonable to include. In conclusion, the Audit Committee

have recommended to the Board that the going concern

statement include material uncertainty primarily in regard

to the timing of ongoing Inventory Monetisation revenue

streams, and certain cash inflows that have been committed

to the Group but which the cash have not yet been received.

Revenue recognition

Reporting issue:

Prior to the Group’s facilitation of the first Inventory

Monetisation transaction in October 2022, revenue generated

from the Inventory Monetisation operating segment consisted

of due diligence fees. The contracting arrangements for the

due diligence fees have changed over time and a large portion

of the fees received in prior periods were from a contract with

a related party. In determining the correct revenue recognition

profile for the due diligence fees under IFRS 15 (“Revenue

from Contracts with Customers”), management needed to

consider, and apply certain judgements with respect to the

different performance obligations from historical contracting

agreements, current contracting agreements, and contracting

agreements with the related party.

In connection with the first two Inventory Monetisation transactions

that took place in 2022 and 2023, the Group received fees for

the first time in connection with the following activities:

a) origination of the contracts between the client company

and the independent stock (trading) company that

purchased the inventory;

b) usage of the Group’s IM Platform by the independent

stock (trading) company in order to facilitate the purchase

of the inventory from the client company; and

c) service fees charged to the independent stock (trading)

company by the Group in terms of the support and

administration activities such as the monitoring of the

inventory purchased using the Group’s IM Platform.

As with the due diligence fee revenue, management needed

to consider, and apply certain judgements with respect to

the different performance obligations in relation to the each

of the activities above in order to establish if the revenue

recognition profile in accordance with IFRS 15 (“Revenue

from Contracts with Customers”) was point in time or over

time, particularly given that some of the contracts extend

over more than one financial reporting period.

Review of the Audit Committee:

In connection with the review of the interim and annual

financial statements, the Audit Committee received reports

from management that outlined the judgements made about

the performance obligations under each of the contracting

agreements. These reports were carefully reviewed,

challenged, and discussed in conjunction with input from the

external auditor. With respect to the fees referred to above,

management applied the following key judgements:

a) The due diligence services performed represent a distinct

beneficial service to the client companies receiving these

services, and as such the revenue is recognised at the

completion of the due diligence services;

b) The non-refundable origination fees received from the

client company relate to the fee payable to the Group at

the point in time the client company enters into binding

contracts with the stock (trading) company to purchase its

inventory. It was noted that it does not relate to any transfer

of assets from the Group to the client company and as

a result, management concluded there is no separately

identifiable performance obligation carried out by the

Group associated with this fee. As such the recognition of

the non-refundable origination fee as revenue is at the

point in time that the fee becomes payable given that

there are no performance obligations that remain to be

completed by the Group relating to this fee;

c) The usage of the Platform granted by the Group to the

stock (trading) company represented a Software as a

Service (“SaaS”) contract, and as the related requirements

of IFRS 15 (“Revenue from Contracts with Customers”)

were satisfied the annual Platform usage fees are

recognised over time; and

d) The service fees received in exchange for the support

and administration activities relate to this separately

identifiable performance obligation and as such the

annual fees are recognised over time in line with the

relevant requirements set out in IFRS 15 (“Revenue from

Contracts with Customers”).

82 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

Report of the Audit Committee

Capitalisation of costs directly attributable to the

internally generated Inventory Monetisation (“IM”)

Platform

Reporting issue:

The Group continues to invest in the development of its IM

Platform. During the current financial period management

was required to exercise judgement to distinguish those

costs that were capable of being capitalised under IAS 38

(“Intangible assets”) and those costs that related to research

and development activities, which have been recognised as

an expense during the relevant period

Review of the Audit Committee:

The Audit Committee reviewed reports from management

that detailed the judgements applied in determining which

costs would meet the criteria for capitalisation. This was

assessed in conjunction with feedback provided from the

external auditor. The Audit Committee noted that to date

only external costs have been capitalised and concurred with

management’s approach to the amounts to be capitalised.

Accounting for issue of share warrants

Reporting issue:

During the current year the Company has new equity funding

facilities, in order to support the Group through its early-stage

development. One of the terms of this new equity funding

was the issue of new share warrants as an associated cost.

Management was required to assign a fair value of these

warrants in line with IFRS 2 (“Share-based Payments”) and

ensure the cost of these was appropriately recognised in the

financial statements for the year ended 31 December 2023.

Review of the Committee:

In order to determine the fair value of the various share

warrants that have been issued, management engaged a

third-party accounting advisor to carry out the IFRS 2 fair

value exercise. This detailed analysis was also shared with the

Audit Committee, and alongside discussions with the external

auditors, the Audit Committee are satisfied that these

complex funding arrangements have been appropriately

account for and disclosed in the financial statements.

Accounting for discontinued operations and the

TradeFlow Restructuring

Reporting issue:

During the second half of 2022, the Directors began the

process of the TradeFlow Restructuring and as part of the

preparation of the consolidated financial statements for the

year ended 31 December 2022, management considered

the application of IFRS 5 (“Non-current Assets Held for Sale

and Discontinued Operations”) to the TradeFlow business.

At this point in time, management considered the factors

that needed to be in place in order for a business or asset

to be classified as held for sale or a discontinued operation

and concluded that as at 31 December 2022, TradeFlow

was available for immediate sale in its present condition and

it was highly probably that that sale would be completed.

As such, the TradeFlow business has been classified as a

discontinued operation as at 31 December 2022.

This classification of TradeFlow continued in the first half of

2023 until 30 June 2023, when the finalisation of TradeFlow

Restructuring occured. At this point in time, the disposal of

the 81% stake in the TradeFlow business was accounted

for in both the Company, and consolidated Group, financial

statements. This resulted in the deconsolidation of

TradeFlow from 30 June 2023 in accordance with IFRS 10

(“Consolidated Financial Statements”), the recognition of any

loss / gain on disposal in the relevant financial statements,

and the recognition of the remaining 19% stake in TradeFlow

as an investment in both the Company, and consolidated

Group, financial statements.

Review of the Audit Committee:

In order to review management’s judgement regarding the

classification of the TradeFlow business in the first half of

2023, the Audit Committee reviewed the analysis against the

IFRS 5 criteria that was presented to the Audit Committee

by management. This analysis was also discussed with the

external auditors as part of the year end audit procedures

for the year ended 31 December 2022. Following this review

and discussion, the Audit Committee concluded that the

disclosure of the TradeFlow business as a discontinued

operation was appropriate for the first half of 2023.

Following the completion of the TradeFlow Restructuring,

the Audit Committee reviewed the work undertaken by

management to record the effect of this transaction in both

the Company, and consolidated Group financial statements.

This was reviewed alongside the analysis and detailed

calculations provided by management of the resulting loss

of disposal recognised in the Company financial statements,

and the gain on disposal recognised in the consolidated

Group financial statements.

In carrying out these calculations, the key judgement made

by management, and reviewed by the Audit Committee,

related to the discount factor applied to the fair value of

the remaining 19% investment that continued to be held

in TradeFlow following 30 June 2023. This discount factor

reflects the fact that the Group no longer holds control over

the operations of TradeFlow.

83 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

Impairment reviews

Reporting issue:

The Group is required to annually assess any investment

and intangible assets, including goodwill, for impairment. At

the Group level, an impairment review took place in relation

to the internally generated IM platform.

The Group has recognised an intangible asset in respect

of its internally generated IM Platform, and has continued

to capitalise costs in line with IAS 38 (“Intangible assets”)

during the current financial year. During the preparation

of the FY21 annual report and accounts, this intangible

asset was fully impaired based on the fact that the material

uncertainties that existed in the going concern statement,

also applied to the Groups IM Platform asset. Given the

continued delays the Group has faced in achieving more

than its first initial IM transaction, managements assessment

was that the indicators of impairment continued to exist

as at 31 December 2022, and further as at 31 December

2023. In line with the judgements applied in the prior years,

and the fact that similar material uncertainties existed in

the going concern statement in the current financial year,

management again chose to fully impair the value of the

Group’s IM Platform as at 31 December 2023.

The Parent Company is required to annually assess for

impairment the investments that it currently holds at carrying

value of Supply@ ME S.r.l. and Supply@ME Technologies S.r.l.

During the year ended 31 December 2021, the full amount

of the investment in Supply@ME S.r.l. was impaired, along

with the full amount of any intercompany receivable

balances in both Supply@ME S.r.l. and Supply@ME

Technologies S.r.l., as applicable at the time. This followed

the same rationale as noted above for the impairment

review of the internally generated IM platform asset. During

2022 and the current financial year, management followed

the same approach and recognised additional impairment

charges as required.

Review of the Audit Committee

The Audit Committee reviewed papers from management

which set out the key assumptions and judgements

underpinning the impairment assessments referred to

above. The Group’s external auditors provided their view of

the assessment to the Audit Committee.

After due consideration and discussion, the Audit Committee

concluded that it agreed with the impairment reviews carried

out by management during the year ended 31 December 2023

and this resulted in the impairment charges being appropriately

recognised in both the Group’s consolidated financial statements

and the Company’s stand alone financial statements.

Fair, Balanced and Understandable

The Audit Committee supports the Board in ensuring that

the Annual Report is fair, balanced and understandable

and as such has given due consideration as to whether

the Annual Report and Accounts, taken as a whole, is fair,

balanced and understandable and provides the information

necessary for shareholders to assess the Group’s position

and performance, business model and strategy and can

confirm that this is the case.

Risk Management and Internal Controls

The Board has overall responsibility for determining the

nature and extent of its principal and emerging risks and

the extent of the Group’s risk appetite, and to ensure

any identified weaknesses are appropriately dealt with.

Further details of the principal risks and uncertainties facing

the Group are addressed on pages 50–60. The Board

has delegated to the Audit Committee the responsibility

for monitoring the effectiveness of the systems of risk

management. The Audit Committee remains pleased with

the improvements made to the Group’s internal financial

controls over the year, however this continues to remain

a key area of continued focus for the Audit Committee to

ensure controls are developed and improved in line with the

Group’s developing operations.

Internal Audit

The Audit Committee has considered if the Group’s internal

controls processes would be significantly enhanced by an

internal audit function and has taken the view that, given

the size of the Group’s current operations, the internal

controls in place and significant executive involvement in the

Group’s day to day business, an internal audit function is not

required at this stage. However, the Audit Committee will

keep this under review especially as the Group’s operations

grow and develop.

External Audit

The Audit Committee reviews the independence and

objectivity of the external auditor prior to the proposal

of a resolution to shareholders at the Annual General

Meeting concerning the appointment and remuneration

of the auditor. This process includes the review of audit

fee proposals, investigation and approval for non-audit

services’ fees, tenure and audit partner rotation (based on

best practice and professional standards within the United

Kingdom). The Group’s auditor, Crowe U.K. LLP (“Crowe”),

similarly considers whether there are any relationships

between itself and the Group that could have a bearing

upon Crowe’s independence and has confirmed its

independence to us.

84 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

Report of the Audit Committee

Each year the Audit Committee obtains written confirmation

of the auditor’s independence. Crowe have been the Group’s

auditors since the Group listed on the London Stock Exchange

in March 2020, and the current external audit partner is

Leo Malkin who was also appointed at this time. Having

reviewed the auditor’s independence and performance, the

Audit Committee has concluded that these are effective and

recommends that Crowe be reappointed at the next AGM.

The Audit Committee also has responsibility for approving the

nature of non-audit services which the external auditor may or

may not be allowed to provide to the Company and the fees

paid for these services. Currently all non-audit services would

need to be approved by the Audit Committee if they were to

be undertaken by the external auditor. During the current

financial year, no non-audit services were carried out by Crowe.

The auditor prepares an annual planning report for

consideration by the Audit Committee, which details areas of

audit focus and anticipated key audit risks, together with the

anticipated level of materiality. This is reviewed and approved

by the Audit Committee. Following the audit, the auditor

presented its findings to the Audit Committee. No significant

areas of concern were raised by the external auditor.

Board and Committee Evaluation

A thorough Board and Committee evaluation took place

during November 2023. This performance evaluation was

conducted by assessing the below areas:

> Processes that underpin Board effectiveness

> Board and Committee constitution and commitment

> Board dynamics

> Culture, stakeholder oversight and strategy

In light of this evaluation the Audit Committee will continue

to assess its current skill set and will highlight to the

Nomination Committee if there are any issues that arise

in the future due to lack of specific skill set or knowledge,

particularly as the Group continues to grow in both size and

complexity. Additionally, the Audit Committee will continue

to assess the information provided to them by management

and provide effective feedback to help improve the quality

and timeliness of this information.

David Bull

Chair, Audit Committee

30 April 2024

85 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

Directors’ Remuneration Report

Annual statement from the Remuneration Committee

I joined the Board as Chair of the Remuneration Committee

in March 2023 and am pleased to present, on behalf of the

Board, our Directors’ Remuneration Report for the year

ending 31 December 2023.

In line with the UK reporting regulations, this Directors’

Remuneration Report is split into three sections:

> this Annual Statement which summarises the work of the

Committee and our approach to remuneration;

> the Directors’ Remuneration Policy which shareholders

voted 99.28% in favour of at the AGM on 23 June

2023 and which provides details of our approach to

remuneration and the parameters within which we

implement pay arrangements going forward, and how

this links to our strategy; and

> the Annual Report on Remuneration, which sets out the

remuneration arrangements and incentive outcomes for

the year under review and how the Committee intends

to implement the Remuneration Policy in FY 2024. The

Annual Report on Remuneration is subject to an advisory

shareholder vote at the AGM in 2024.

Remuneration in FY 2023

During 2023 the Remuneration Committee has continued

to monitor the pay of the Executive Director, Chair and Non-

Executive Directors, based on benchmarking of companies

of a similar market capitalization and listed on either AIM

or the Main Market. The current sole Executive Director,

being the CEO, continues to be paid below market levels,

taking into account the size and nature of the business. The

Committee has decided that, whilst the Group is still working

towards achieving profitability, it is not currently appropriate

to increase remuneration levels for the CEO; this will be kept

under review and re-considered once the economics of the

business justify it.

Fee levels for Non-Executive Directors are a matter for the

Chair and Executive team. Non-Executives’ fees were also

reviewed in light of external benchmarking. This review

demonstrated the Non-Executive Directors are all underpaid

comparative to market.

As outlined in the 2021 and 2022 reports, consistent with

general market practice, the Committee has decided that

it would be appropriate to gradually introduce an annual

bonus and long-term incentive arrangement.

On 19 May 2023 the second Long Term Incentive Plan

Awards were made, the performance conditions being:

> The Absolute TSR Performance Condition: 50% of the

award to be based on absolute TSR over 3 financial

years, requiring (assuming no dividends) the average

closing share price over the period 1 October 2025 – 31

December 2025 to be 0.15p for 25% of the award to vest

increasing on a straight-line basis to 0.3p for 100% to

vest.

> The Inventory Monetisation performance condition:

50% of the award to be based on volume of inventory

monetised by the end of the performance period (31

December 2025). 25% of award to vest if £300m of

inventory is monetized (in aggregate) over the 3 financial

years ending 31 December 2025, increasing on a straight

line basis to 100% of the award to vest if £400m of

inventory is monetized (in aggregate) in the same period.

This is contingent on the Remuneration Committee

deeming the inventory was monetised on acceptable

commercial terms.

The satisfaction of the Performance Conditions (in whole or

in part) and vesting of an Award will be subject to the general

discretion of the Remuneration Committee. The Committee

has broad discretion to reduce vesting if it considers

the level of vesting to be inappropriate having regard to

affordability, risk management and other factors.

As part of the introduction of the LTIP, Executive Directors

became subject to share ownership guidelines requiring

them to build up a holding of shares worth at least 200% of

base salary (and to normally continue to hold such shares

for 2 years’ post-cessation). The Chief Executive Officer, being

the only Executive Director at 31 December 2023, currently

holds over this threshold as set out later in this Directors’

Remuneration Report.

No bonus payments were made to Executive Directors

during the year ending 2023.

86 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

Directors’ Remuneration Report

Implementation of the Directors’ Remuneration Policy in

FY2024

As explained above, the remuneration levels of the Executive

and the Non-Executive Directors (excluding the Chair) are

both below market level. The Committee has concluded

this will be considered more broadly as and when it is

considered affordable.

The Committee has given consideration to the performance

conditions for the 2024 Long Term Incentive Plan Awards,

which aim to align to shareholders’ needs. Further details of

this are provided in the annual report on remuneration.

At the 2023 AGM an annual bonus plan was included as

part of the new Remuneration Policy. The Policy permits the

operation of a bonus plan with Executive Directors eligible to

receive a bonus of up to 100% of base salary. The Committee

has given consideration to the implementation of the bonus

plan for Executive Directors during 2023 in line with this policy

and concluded to not yet approve a plan for 2023 or 2024.

The Remuneration Committee will consider this prudently

during 2024 in light of revenue and cash flow. If significant

progress is made on the Group’s key financial targets a variable

pay pool would be formed based on a combination of profit

and satisfaction of strategic and personal objectives. These

objectives will be linked to the Group’s strategy and aligned

with key financial, strategic and/or individual targets and be

governed by the Remuneration Policy.

Conclusion

We continue to be committed to a responsible approach

to executive pay, which I hope this Directors’ Remuneration

Report demonstrates. The Committee recognises the

importance of developing a close relationship with

shareholders in facilitating the work of the Committee in

developing our pay arrangements. I am happy to meet

or speak with shareholders if there are any questions or

feedback on our approach to executive remuneration and

if you have any comments or feedback on this report, then

please let me know through the Company Secretary.

I look forward to receiving your support at the 2024 AGM.

On behalf of the Remuneration Committee.

Alexandra Galligan

Chair of the Remuneration Committee

30 April 2024

87 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

Directors’ Remunerations Report – at a glance

Our pay principles

Promotion of the long-term success of the Group

The principal aim of the Directors’ Remuneration Policy is the ability to offer competitive remuneration packages which

are designed to attract, retain and provide appropriate incentives to Executive Directors and Leadership Team with

the experience and necessary skills to operate and develop the Group’s business to its maximum potential, thereby

delivering the highest level of return for our shareholders.

Implementation of our Policy in FY 2024

Fixed Pay Salary / fees

Pension

Benefits

> CEO - GBP £207,000

> CEO - 6% of salary

> CEO entitled to life assurance and health insurance, however

he has not taken up the health insurance benefit

Annual Bonus Maximum

Performance Measures

Operation

> 100% of salary

> 2024 plan not yet approved. Consideration will be given by the

Committee during 2024 to the implementation of a 2024 plan

in line with the policy

> Individual bonuses allocated based on delivery of corporate

and/or individual performance objectives

> Any bonus in excess of 50% of salary deferred into shares for

three years

> Malus and clawback provisions operate

Long Term

Incentive Plan

Award Level

Performance Measures

Operation

> Up to 100% of salary, the CEO will receive a grant over shares

worth a maximum of 100% of salary

> 50% of the award based on absolute TSR over 3 financial

years & 50% of the award based on volume of inventory

monetised over the same period

> Performance measured over three years

> Two-year additional holding period applies to vested awards

> Malus and clawback provisions operate

Share ownership

guidelines

In-employment guideline

Post-cessation guideline

Shareholding as a

multiple of salary at

31 December 2023

> 200% of salary

> 200% of salary to be held for two years post-employment

> CEO – 46.14

1 The shareholding as a multiple of salary has been calculated using the value of the shareholding held at 31 December 2023 compared to the full year salary

for the year ended 31 December 2023.

88 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

Directors’ Remuneration Report

As announced on 4 April 2024, the number of shares of

the Company held by the CEO, through the AvantGarde

Group S.p.A increased by 1,500,000,000 to a total of

16,194,038,529. There have been no other changes between

31 December 2023 and 19 April 2024, being the latest

practicable date prior to the publication of this report.

Directors Remuneration Policy

This part of the Directors’ Remuneration Report sets out the

Directors’ Remuneration Policy which shareholders voted

99.28% in favour of at the AGM on 23 June 2023 and which

provides details of our approach to remuneration and the

parameters within which we implement pay arrangements

going forward, and how this links to our strategy. This Policy

formally applies for three years beginning on the date of

approval (23 June 2023) unless a new policy is presented to

shareholders in the interim. All payments to Directors are

consistent with the approved Policy.

Considerations when determining the Directors’

Remuneration Policy

The overarching objective of the Policy is to promote the

long-term success of the Group. In seeking to achieve this

objective the Remuneration Committee takes account of the

following guiding principles:

> remuneration packages should be clear and simple

> arrangements should be closely aligned with the interests

of shareholders and other key stakeholders and ensure

that the Company is not unduly exposed to risk

> remuneration should align with, and support, our values

> a significant proportion of remuneration should be based

on performance-related components with potential

rewards subject to the achievement of challenging

performance targets based on measures linked to the

Group’s KPIs and to the best interests of stakeholders

and

> salaries and the overall level of potential remuneration

should be competitive but not excessive when compared

with other companies of a similar size, scale and

geographical reach and should be sufficient to recruit,

retain and motivate individuals of the requisite calibre to

deliver long-term success.

Consideration of shareholders’ views

The Committee is committed to an ongoing dialogue

with shareholders and welcomes feedback on Directors’

remuneration. The Committee will seek to engage

appropriately with major shareholders and their

representative bodies on changes to the Policy. The

Committee will also consider shareholder feedback received

in relation to the remuneration-related resolutions each

year following the AGM. This, plus any additional feedback

received from time to time (including any updates to

shareholders’ remuneration guidelines), will then be

considered as part of the Committee’s annual review of the

remuneration policy and its implementation.

The Remuneration Committee also actively monitors

developments in the expectations of institutional investors

and considers good practice guidelines from institutional

shareholders and shareholder bodies.

Consideration of employment conditions elsewhere in

the Group

The Committee closely monitors the pay and conditions

of the wider workforce and the design of the Directors’

Remuneration Policy is informed by the policy for employees

across the Group. While employees are not formally directly

consulted on the design of the Directors’ Remuneration

Policy, we have a relatively small workforce which allows

the Board to regularly engage directly with employees.

In addition, the Committee receives periodic updates on

remuneration arrangements and employment conditions

across the Group from the Chief People Officer.

Differences in pay policy for Executive Directors in

comparison to employees more generally

The overall approach to reward for employees across

the workforce is a key reference point when setting the

remuneration of the Executive Directors. As for the Executive

Directors, general practice across the Group is to recruit

employees at competitive market levels of remuneration,

incentives and benefits to attract and retain employees,

accounting for local conditions. When affordable for the

Company, it is envisaged that all employees will be able to earn

annual bonuses for delivering exceptional performance and

the corporate measures used to generate the bonus pool

apply to all employees participating in the annual bonus plan.

The key difference between the remuneration of Executive

Directors and that of our other employees is that, overall, at

senior levels, remuneration is increasingly long term, and ‘at

risk’ with an emphasis on performance-related pay linked to

business performance and share based remuneration.

This ensures that remuneration at senior levels will increase

or decrease in line with business performance and provides

alignment between the interests of Executive Directors and

shareholders.

In particular, performance-based long-term incentives are

normally reserved for those considered to have the potential

to influence overall levels of performance.

89 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

Policy table for Executive Directors

The table below sets out the main components of approved

Directors’ Remuneration Policy, together with further

information on how these aspects of remuneration operate.

The Remuneration Committee has discretion to amend

remuneration to the extent described in the table and the

written sections that follow it.

Component Purpose and

link to strategy

Operation Maximum opportunity Performance

measures

Base Salary To provide

competitive

fixed

remuneration.

To attract and

retain

Executives of a

superior

calibre.

Salaries are usually

reviewed annually, with

any increases typically

effective from the start of

the financial year.

Salaries are typically set

after considering:

> pay and conditions

elsewhere in the

Group

> overall Group

performance

> individual

performance and

experience

> progression within the

role and

> competitive salary

levels in companies of

a broadly similar size,

scale and complexity.

While there is no

prescribed maximum

salary or maximum

increase, increases will

normally be in line with

the typical range of salary

increases awarded (in

percentage of salary

terms) to the wider

workforce.

Larger salary increases

may be awarded to take

account of individual

circumstances, such as:

> where an Executive

Director has been

promoted or has had

a change in scope or

responsibility

> where the Committee

has set the salary of a

new hire at a discount

to the market level

initially, a series of

planned increases can

be implemented over

the following few years

to bring the salary

to the appropriate

market position,

subject to individual

performance or

> where the Committee

considers it

appropriate to adjust

salaries to reflect

the continuing

development of the

Company

Increases may be

implemented over such

time period as the

Committee deems

appropriate.

Although there are

no formal

performance

conditions, any

increase in base

salary is only

implemented after

careful

consideration of

individual

contribution and

performance and

having due regard

to the factors set

out in the

Operation column

of this table.

90 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

Directors’ Remuneration Report

Component Purpose and

link to strategy

Operation Maximum opportunity Performance

measures

Benefits To provide

competitive

fixed

remuneration.

To attract and

retain

Executives of a

superior

calibre.

Executive Directors are

currently entitled to

benefits including life

assurance and health

insurance.

Executive Directors will

be eligible for any other

benefits which are

introduced for the wider

workforce on broadly

similar terms, Other

benefits (including a car

or car allowance) might

be provided from time to

time based on individual

circumstances and if the

Committee decides

payment of such benefits

is appropriate.

For external and internal

appointments or

relocations, the Company

may pay certain

relocation and/or

incidental expenses as

appropriate (for up to

two years from

recruitment).

Any reasonable business-

related expenses can be

reimbursed (and any tax

thereon met if

determined to be a

taxable benefit).

Executive Directors are

also provided with the

opportunity to participate

in any all-employee share

plan arrangements on

the same basis as other

employees.

As it is not possible to

calculate in advance the

cost of all benefits, a

maximum is not

pre-determined.

The maximum level of

participation in all-

employee share plans is

subject to the limits

imposed by the relevant

tax authority from time

to time.

Not applicable.

Pension To provide

employees with

long-term

savings to allow

for retirement

planning.

The Group may offer

participation in a defined

contribution pension

plan or may permit

Executive Directors to

take a cash supplement

in lieu of pension up to

the same value.

The maximum

employer’s contribution

or cash allowance in lieu

of pension is limited to

up to the contribution

levels of the majority of

the workforce (currently

6% of salary).

Not applicable.

91 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

Component Purpose and

link to strategy

Operation Maximum opportunity Performance

measures

Annual Bonus Rewards

achievement of

annual financial

and business

targets aligned

with the KPIs of

the Group.

Bonus deferral

encourages

long-term

shareholding,

provides a

retention

element and

discourages

excessive risk

taking.

Awards are based on

performance typically

measured over one year.

Any payment is

discretionary and pay-out

levels are determined by

the Committee after the

year end based on

performance against

pre-set targets.

Bonus is normally paid in

cash, except for any

bonus in excess of 50%

of base salary which is

deferred into an award

over shares, typically for

a three-year period.

Dividends or dividend

equivalents may accrue

on deferred share

awards.

The vesting of the

deferred share awards is

not subject to the

satisfaction of any

additional performance

conditions.

The annual bonus plan

includes malus and

clawback provisions

which enable the

Committee (in respect of

both the cash and the

deferred elements of

bonuses) to recover or

withhold value in the

event of certain defined

circumstances (i.e. in

cases of gross

misconduct, material

misstatement of financial

results, error in

calculation, material risk

failings, reputational

damage or corporate

failure).

Maximum annual bonus

opportunity is 100% of

base salary.

A bonus plan has not yet

been approved for 2024.

The Remuneration

Committee will consider

this prudently during

2024 in light of revenue

and cash flow.

It is intended that a

variable pay pool is

formed based on a

combination of

profit and

satisfaction of

strategic and

personal objectives

although the

Committee may

adopt alternative

arrangements

within the overall

cap.

Targets are set

annually with

measures linked to

the Group’s strategy

and aligned with

key financial,

strategic and/or

individual targets.

The performance

measures applied

may be financial or

non-financial,

corporate, divisional

or individual, and in

such proportions as

the Committee

considers

appropriate.

A graduated scale

of targets is set for

each measure, with

no pay-out for

performance below

a threshold level of

performance.

The Committee has

discretion to amend

the pay-out should

any formulaic

outcome not reflect

the Committee’s

assessment of

overall business

performance.

92 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

Directors’ Remuneration Report

Component Purpose and

link to strategy

Operation Maximum opportunity Performance

measures

Long Term

Incentive Plan

(“LTIP”)

To incentivise

Executive

Directors, and

to deliver

genuine

long-term

performance-

related pay,

with a clear line

of sight for

Executives and

direct

alignment with

shareholders’

interests.

Awards will be in the form

of nil or nominal-cost

share options, conditional

shares or other such form

as has the same economic

effect.

Awards will normally be

granted with vesting

dependent on the

achievement of

performance conditions

set by the Committee, with

performance normally

measured over at least a

three-year performance

period.

In line with best practice

for financial-services

companies, ‘restricted

stock’ LTIP awards may be

made to control function

personnel (e.g. Chief Risk

Officer) which are not

subject to performance

measures.

Awards will be subject to a

further two-year holding

period, and shares will

typically not be released to

participants until the end

of any such holding period.

During the vesting period

(and the additional holding

period) the value of any

dividends on performance

vested shares will be

credited as re-invested in

further LTIP award shares.

The LTIP includes malus

and clawback provisions

which enable the

Committee to recover or

withhold value in the event

of certain defined

circumstances (i.e. in cases

of gross misconduct,

material misstatement of

financial results, error in

calculation, material risk

failings, reputational

damage or corporate

failure).

The LTIP allows for

awards over shares with

a maximum value of

100% of base salary per

financial year (the

Committee reserves the

discretion to grant

awards up to a maximum

value of 200% of base

salary per financial year

for recruitment related

awards or in exceptional

circumstances).

Actual participation levels

will be kept under regular

review, and the

Committee expressly

reserves discretion to

make such awards as it

considers appropriate

within the plan limits.

LTIP performance

measures may

include, but are not

limited to, financial,

TSR, strategic and

ESG-related

objectives.

The Committee

retains discretion to

set alternative

measures and

weightings for

awards over the life

of the Policy.

Targets are set and

assessed by the

Committee in its

discretion.

A maximum of 25%

of any element

vests for achieving

the threshold

performance target

and 100% for

maximum

performance.

The Committee has

discretion to reduce

the vesting level

should any

formulaic outcome

not reflect the

Committee’s

assessment of

overall business

performance.

93 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

Component Purpose and

link to strategy

Operation Maximum opportunity Performance

measures

ownership

guidelines

To ensure that

Executive

Directors’

interests are

aligned with

those of

shareholders

over a longer

time horizon.

Executive Directors are

expected to accumulate

and maintain a holding in

shares in the Company

equivalent in value to no

less than 200% of base

salary.

Executive Directors will

be expected to retain the

lower of actual shares

held at cessation and

shares equal to 200% of

salary for two years

post-cessation.

These guidelines apply in

respect of any shares

which vest from Supply@

ME share awards

granted after the 2022

AGM.

Not applicable. Not applicable.

94 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

Directors’ Remuneration Report

Component Purpose and

link to strategy

Operation Maximum opportunity Performance

measures

Chairman and

Non-Executive

Directors’ fees

To attract high

calibre

individuals and

appropriately

reflect

knowledge,

skills and

experience.

Fees are normally

reviewed annually taking

into account factors such

as the time commitment

and contribution of the

role and market levels in

companies of

comparable size and

complexity.

The Non-Executive

Chairman is paid an

all-inclusive fee for all

Board responsibilities.

Fees for the other

Non-Executive Directors

may include a basic fee

and additional fees for

further responsibilities

(for example, holding the

office of Senior

Independent Director or

chairing of Board

Committees).

The Company repays any

reasonable expenses

that a Non-Executive

Director incurs in

carrying out their duties

as a Director, including

travel, hospitality-related

and other modest

benefits and any tax

liabilities thereon, if

appropriate.

In exceptional

circumstances, if there is

a temporary yet material

increase in the time

commitments for the

Chairman or Non-

Executive Directors, the

Board may pay extra fees

on a pro rata basis to

recognise the additional

workload.

The Chairman and

Non-Executive Directors

cannot participate in any

of the Group’s incentive

arrangements.

The aggregate fees and

any benefits of the

Chairman and Non-

Executive Directors will

not exceed the limit from

time to time prescribed

within the Company’s

Articles of Association for

such fees (currently

£500,000 p.a. in

aggregate).

Any increases actually

made will be

appropriately disclosed.

Not applicable.

95 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

Explanation of performance measures chosen

Performance measures for the annual bonus, once

introduced, will be selected annually to align with the KPIs

and prevailing strategic imperatives of the Group, and

the interests of shareholders and other stakeholders.

Financial measures will normally be used to determine

the overall bonus pool (e.g. as a % of group pre-tax profit)

and the individual allocations will be made based on key

strategic and/or personal objectives designed to ensure

that Executive Directors are incentivised to deliver across

a range of objectives. “Target” performance is typically set

in line with the business plan for the year, with threshold

to stretch targets set around this based on a sliding scale

which takes account of relevant commercial factors. Only

modest rewards are available for delivering threshold

performance levels, with rewards at stretch requiring

material outperformance of the business plan. Details of the

specific measures used for the annual bonus are set out in

the Annual Report on Remuneration.

Performance measures for the LTIP are selected in order

to provide a robust and transparent basis on which to

measure the Group’s performance, to demonstrably link

remuneration outcomes to delivery of the business strategy

over the longer term, and to provide strong alignment

between senior management and shareholders. They

should not be considered as the goals for the business,

but rather as the level considered by the Committee to

be appropriate to facilitate the overarching goals of the

LTIP, to reward and retain key staff. The policy provides

for Committee discretion to alter the LTIP measures and

weightings to ensure they can continue to facilitate an

appropriate measurement of performance over the life of

the policy, taking account of any evolution in the Group’s

strategic ambitions. The measures for the 2022 grant were

absolute TSR (equivalent to a range of 0.6945-1p over the

last 3 months of FY 2024). The performance measures for

the 2023 grant were:

> 50% of the award to be based on absolute TSR over 3

financial years, requiring (assuming no dividends) the

average closing share price over the period 1 October

2025 – 31 December 2025 to be 0.15p for 25% of the

award to vest increasing on a straight-line basis to 0.3p

for 100% to vest.

> 50% of the award to be based on volume of inventory

monetised by the end of the performance period (31

December 2025). 25% of award to vest if £300m of

inventory is monetized (in aggregate) over the 3 financial

years ending 31 December 2025, increasing on a straight-

line basis to 100% of the award to vest if £400m of

inventory is monetized (in aggregate) in the same period.

This is contingent on the Remuneration Committee

deeming the inventory was monetised on acceptable

commercial terms.

The performance measures for the 2024 grant will remain

the same as those set for the 2023 grant, with adjusted

performance periods. This decision has been reached due

to the decline in the share price since the 2023 performance

measures were set and also recognising that the volume of

inventory monetised has not grown at the rate anticipated:

> 50% of the award to be based on absolute TSR over 3

financial years, requiring (assuming no dividends) the

average closing share price over the period 1 October

2026 – 31 December 2026 to be 0.15p for 25% of the

award to vest increasing on a straight-line basis to 0.3p

for 100% to vest.

> 50% of the award to be based on volume of inventory

monetised by the end of the performance period (31

December 2026). 25% of award to vest if £300m of

inventory is monetized (in aggregate) over the 3 financial

years ending 31 December 2026, increasing on a straight-

line basis to 100% of the award to vest if £400m of

inventory is monetized (in aggregate) in the same period.

This is contingent on the Remuneration Committee

deeming the inventory was monetised on acceptable

commercial terms.

The vesting for the 2022, 2023 and 2024 LTIP award will also

be subject to the ability of the Committee to reduce vesting

if it considers that appropriate having regard to financial, risk

and strategic performance.

When setting performance targets for the bonus and LTIP,

the Committee will take into account a number of different

reference points, which may include the Group’s business

plans and strategy, external forecasts and the wider

economic environment.

Flexibility, discretion and judgement

The Remuneration Committee operates the annual bonus

and LTIP according to the rules of each respective plan

which, consistent with market practice, include discretion in a

number of respects in relation to the operation of each plan.

Discretions include:

> who participates in the plan, the quantum of an award

and/or payment and the timing of awards and/or

payments

> determining the extent of vesting

> treatment of awards and/or payments on a change of

control or restructuring of the Group

> whether an Executive Director or a senior manager is a

good/bad leaver for incentive plan purposes and whether

the proportion of awards that vest do so at the time of

leaving or at the normal vesting date(s)

> how and whether an award may be adjusted in certain

circumstances (e.g. for a rights issue, a corporate

restructuring or for special dividends)

> what the weighting, measures and targets should be for

the annual bonus plan and LTIP awards from year to year

96 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

Directors’ Remuneration Report

> the ability to apply malus and clawback provisions which

enable the Committee to recover or withhold value in the

event of certain defined circumstances

> the Committee also retains the ability, within the policy,

if events occur that cause it to determine that the

conditions set in relation to an annual bonus plan or a

granted LTIP award are no longer appropriate or unable

to fulfil their original intended purpose, to adjust targets

and/or set different measures or weightings for the

applicable annual bonus plan and LTIP awards. Any such

changes would be explained in the subsequent Directors’

Remuneration Report and, if appropriate, be the subject

of consultation with the Company’s major shareholders

and

> the ability to override formulaic outcomes in line with

Policy.

All assessments of performance are ultimately subject to the

Committee’s judgement. Any discretion exercised, and the

rationale, will be disclosed in the Annual Remuneration Report.

Legacy arrangements

For the avoidance of doubt, in approving this Directors’

Remuneration Policy, authority is given to the Company

to honour any previous commitments entered into with

current or former Directors (such as the payment of a

pension or the unwinding of legacy share awards granted

before the approval of this Policy) that remain outstanding.

While these details are included in the remuneration report

for transparency, it is not necessary to include them within

the remuneration policy or the various emoluments tables

as it does not comprise legal remuneration, However it is

accounted for as remuneration (see single total figure of

remuneration for each Director section).

Illustrations of application of remuneration policy

The chart below sets out for the Executive Directors an

illustration of the application of the Directors’ Remuneration

Policy set out above. The chart shows the split of

remuneration between fixed pay and LTIP on the basis

of minimum remuneration, remuneration receivable

for performance in line with the Group’s expectations,

maximum remuneration (not allowing for any share price

appreciation) and maximum remuneration (assuming 50%

share price growth).

As a 2024 bonus plan for Executive Directors has not yet

been approved the charts exclude any value relating to

annual bonus.

Remuneration

Chief Executive O

cer – Alessandro Zamboni

LTIP

£600,000

£220,000

£500,000

£400,000

£300,000

£200,000

£100,000

£272,000

£427,000

£531,000

Minimum On-target Maximum Maximum + 50% growth

£0

100% 81%

19%

48%

58%

51% 42%

Fixed pay

97 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

In illustrating the potential reward, the following assumptions have been made.

Fixed Pay LTIP (normal policy level)

Minimum performance

Performance in line with

expectations

Maximum performance

Maximum performance plus

50% share price growth

Fixed elements of remuneration only,

being:

> base salary (being the salary to be

paid in FY 2024)

> benefits paid in FY 2024 with an

assumed value of £1k

> pension contributions of 6% of salary.

No vesting.

25% of maximum award vesting

(equivalent to 25% of salary) for

achieving threshold performance.

100% of maximum award vesting

(equivalent to 100% of salary) for

achieving maximum performance.

100% of maximum award vesting

(equivalent to 100% of salary) for

achieving maximum performance plus

hypothetical share price growth of 50%.

Notes to the scenarios methodology: LTIP is measured at face value, i.e. no assumption for dividends or share price growth (other than in the fourth scenario).

Recruitment remuneration

The policy aims to facilitate the appointment of individuals of

sufficient calibre to lead the business, to execute the Group’s

strategy effectively and to promote the long-term success

of the Group for the benefit of shareholders and other

stakeholders. When appointing a new Executive Director, the

Committee seeks to ensure that arrangements are in the best

interests of the Group and not to pay more than is appropriate.

When hiring a new Executive Director, the Committee will

typically align the remuneration package with the above

Policy. The Committee may include other elements of pay

which it considers are appropriate; however, this discretion

is capped and is subject to the principles and the limits

referred to below.

> New Executive Directors will be offered a basic salary

in line with the Policy. This will take into consideration a

number of factors including, external market forces, the

expertise, experience and calibre of the individual and

current level of pay. Where the Committee has set the

salary of a new appointment at a discount to the market

level initially until proven, they may receive an uplift or

a series of planned increases to bring the salary to the

appropriate market position over time.

> For external and internal appointments, the Committee

may agree that the Company will meet appropriate

relocation and/or incidental expenses as appropriate.

> Annual bonus awards, LTIP awards and pension

contributions would not be in excess of the levels stated

in the Policy table above.

> Depending on the timing of the appointment, the

Committee may deem it appropriate to set different

annual bonus performance conditions for the first

performance year of appointment. An LTIP award can be

made following an appointment (assuming the Company

is not in a closed period).

> Where a position is filled internally, any ongoing remuneration

obligations or outstanding variable pay elements shall be

allowed to continue according to the original terms, adjusted

as relevant to take into account the appointment.

> In addition, the Committee may offer additional cash

and/or share-based buyout awards when it considers

these to be in the best interests of the Company (and

therefore shareholders) to take account of remuneration

given up at the individual’s former employer. Such awards

would represent a reasonable estimate of the value

foregone and would reflect, as far as possible, the delivery

mechanism, time horizons and whether performance

requirements are attached to that remuneration.

Shareholders will be informed of any such payments at

the time of appointment and/or in the next published

Annual Report. However, for the avoidance of doubt, the

value of buy-out awards is not capped.

> For the appointment of a new Chairman or Non-Executive

Director, the fee arrangement would be set in accordance

with the approved Policy.

Service contracts and letters of appointment

The Company’s policy is that Executive Directors should

normally be employed under rolling service contracts with

notice periods of up to 12 months (from each party). Further

details of the notice periods in respect of each Executive

Director are provided on page 106. All Non-Executive Directors

have letters of appointment which may be terminated by the

giving of notice by either party (see page 106 for details of

current notice periods). Chairman and Non-Executive Director

appointments are subject to Board approval and election by

shareholders at each annual general meeting.

Copies of Executive Directors’ service contracts and Non-Executive

Directors’ letters of appointment are available for inspection at the

Company’s registered office during normal hours of business.

98 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

Directors’ Remuneration Report

Payments for loss of office

The principles on which the determination of payments for loss of office will be approached are set out below:

Policy

Payment in lieu

of notice

The Company may terminate a Director’s contract with immediate effect with or without cause by

making a payment in lieu of notice by monthly instalments of salary and benefits, with reductions

for any amounts received from providing services to others during this period.

There are no obligations to make payments beyond those disclosed elsewhere in this report.

Annual bonus This will be at the discretion of the Committee on an individual basis and the decision as to whether

or not to award an annual bonus award in full or in part will be dependent on a number of factors,

including the circumstances of the individual’s departure and their contribution to the business

during the annual bonus period in question. Any annual bonus award amounts paid will be

prorated for time in service during the annual bonus period and will, subject to performance, be

paid at the usual time (although the Committee retains discretion to pay the annual bonus award

earlier in appropriate circumstances). Any bonus earned for the year of departure and, if relevant,

for the prior year may be paid wholly in cash at the discretion of the Committee.

On a change of control, annual bonuses will either continue for the full year or a pro-rata bonus

may be paid out to the time of completion.

Deferred

bonus awards

If a participant ceases employment for any reason (other than voluntary resignation or summary

dismissal, in which case the award will lapse), the award will ordinarily continue until the normal

vesting date. The Committee retains discretion to release awards when the participant leaves.

On a change of control, awards will generally vest on the date of a change of control, unless the

Committee permits (or requires) awards to roll over into equivalent shares in the acquirer.

LTIP Any outstanding awards will ordinarily lapse, however in “good leaver” cases the default treatment is

that awards will vest subject to any performance conditions and time pro-ration and the holding

period will normally continue to apply. For added flexibility, the rules allow for the Committee to

decide not to prorate (or prorate to a different extent) if it decides it is appropriate to do so, and to

allow vesting to be triggered at the point of leaving by reference to performance to that date, rather

than waiting until the end of the performance period if the Committee so decides.

On a change of control, awards will generally vest on the date of a change of control, unless the

Committee permits (or requires) awards to roll over into equivalent shares in the acquirer. Any

vesting of awards will be subject to assessment of performance against any performance conditions

and will normally be pro-rated.

Buy-out

awards

Where a buy-out award is made under the Listing Rules then the leaver provisions would be

determined at the time of the award.

Other

payments

The Group may pay outplacement and professional legal fees incurred by Executives in finalising

their termination arrangements, where considered appropriate, and may pay any statutory

entitlements or settle compromise claims in connection with a termination of employment, where

considered in the best interests of the Company. Outstanding savings/shares under all-employee

share plans would be transferred in accordance with the terms of the plans.

Where the Committee retains discretion, it will be used to provide flexibility in certain situations, taking into account the

particular circumstances of the Director’s departure and performance.

99 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

External appointments

The Company recognises that its Executive Directors may

be invited to become Non-Executive Directors of other

companies and that such external appointments can

broaden a Director’s experience and knowledge to the

potential benefit of Supply@ME. Subject to approval by

the Board, Executive Directors are allowed to accept Non-

Executive appointments, provided that these appointments

are not likely to lead to conflicts of interest. The Committee

will consider its approach to the treatment of any fees

received by Executive Directors in respect of external Non-

Executive roles as they arise.

Annual Report on Remuneration

Role and composition of the Remuneration Committee

The Board is ultimately accountable for executive

remuneration and delegates this responsibility to the

Remuneration Committee. The Remuneration Committee

is responsible for developing and implementing a

remuneration policy that supports the Group’s strategy and

for determining the Executive Directors’ individual packages

and terms of service together with those of the other

members of the leadership team (including the Company

Secretary). When setting the remuneration terms for

Executive Directors, the Committee reviews and has regard

to workforce remuneration and related policies and takes

close account of the remuneration-related provisions of the

QCA Corporate Governance Code.

The Committee is formally constituted and operates on

written terms of reference, which are available on the

Company’s website at https://www.supplymecapital.com/

investors/governance.

During 2023 the Committee was comprised of Enrico

Camerinelli, David Bull, Albert Ganyushin and Andrew Thomas

prior to his stepping down from the Board on 16 March 2023.

On joining the Board on 16 March 2023 Alexandra Galligan

undertook the role of Chair of the Remuneration Committee.

The Committee met four times during the year ending 31

December 2023. Enrico, David and Albert attended all

meetings, Andrew attended two meetings prior to his

departure on 16 March 2023 and Alexandra has attended as

the Chair of the two meetings held since her appointment to

the Board on 16 March 2023.

By invitation of the Committee, meetings are also attended by the

CEO, CFO and CPO, who are consulted on matters discussed

by the Committee, unless those matters relate to their own

remuneration. Advice or information is also sought directly

from other employees where the Committee feels that such

additional contributions will assist the decision-making process.

In order to avoid any conflict of interest, remuneration

is managed through well-defined processes ensuring

no individual is involved in the decision-making process

related to their own remuneration. In particular, the

remuneration of Executive Directors is set and approved by

the Committee. The Chair and Executives are responsible

for the remuneration of the Non-Executive Directors and the

Non-Executives (excluding the Chair) and the Executives are

responsible for determining the Chair’s remuneration. None

of the Directors are involved in the determination of their

own remuneration arrangements.

The Committee is authorised to take such internal and external

advice as it considers appropriate in connection with carrying

out its duties, including the appointment of its own external

remuneration advisers. During the year, the Committee was

assisted in its work by FIT Remuneration Consultants LLP.

FIT was appointed in July 2021 and has continued to provide

advice in relation to general remuneration matters during

2023. Fees incurred by FIT in relation to advice provided to

the Committee during the year to 31 December 2023 were

£6,151.50 (excluding VAT), charged on a time/cost basis. FIT

is a member of the Remuneration Consultants Group and,

as such, voluntarily operates under the Code of Conduct in

relation to executive remuneration consulting in the UK. The

Committee is satisfied that the advice they received from FIT

was objective and independent.

The Committee considered the following main items during

the 2023 financial year:

> Review of the remuneration policy, including key

performance indicators

> Remuneration for incoming Non-Executive Director

> Review, approval and issuance of the second awards

under the Long Term Incentive Plan

> Consideration and review of shareholder feedback on Long

Term Incentive Plan performance conditions for 2023

> Design for proposed Executive and Leadership team

bonus plan and discussion on appropriate targets and

timing,. This will remain under review during FY2024

> Review of Board level salary considering external benchmark

> Consideration of employees salaries in light of current

market conditions and Board remuneration

> Preparations for Directors’ remuneration reporting in respect

of FY2022 and FY2023 and review of the Remuneration Policy

> Consideration of Executive Directors’ Strategic Priorities

> Review and update of Committee terms of reference

Since the end of the 2023 financial year, the Committee has:

> Considered and recommended the 2024 LTIP

performance conditions

> Reviewed and contributed to the publishing of this

Directors Remuneration Report

> Reviewed and considered Executive Directors KPIs

> Reviewed and updated the Remuneration Committee

Terms of Reference

100 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

Directors’ Remuneration Report

The information that follows has been audited (where indicated) by the Company’s auditors, Crowe UK LLP.

Single total figure of remuneration for each Director (audited)

The table below reports the full-year total remuneration receivable by those Directors who performed qualifying services

during the year.

For the year ended 31 December 2023:

Base salary /

fees

Benefits

Pension

Annual

bonus

Long Term

Incentives

Total

fixed

Total

variable

Executive Directors

Alessandro Zamboni 207,000 254 12,420 - - 219,674 219,674 -

Tom James

51,252 - - - - 51,252 51,252 -

John Collis

51,252 - - - - 51,252 51,252 -

Non-Executive Directors

Albert Ganyushin 150,000 - - - - 150,000 150,000 -

Andrew Thomas

6,269 - - - - 6,269 6,269 -

Enrico Camerinelli 30,000 - - - - 30,000 30,000 -

David Bull 40,000 - - - - 40,000 40,000 -

Alexandra Galligan

31,846 - - - - 31,846 31,846 -

Total 567,619 254 12,420 - - 580,293

580,293 -

1 Non-salary benefits include the provision of life assurance.

2 The amount of the employer contribution is based on a fixed percentage of base salary, being 6% for the Chief Executive Officer only.

3 The Group did not operate a bonus scheme in 2023. Please see details of future intention in the Directors Remuneration Policy.

4 The CEO was awarded share options in the 2022 and 2023 LTIP awards. The other Executive Directors who were in role at the time of both the 2022 and

2023 LTIP award being made did not receive any share awards due to the separate earn out arrangements that they were a party to. During the year ended

31 December 2023 there were no share options that vested under the 2022 or 2023 LTIP award or any other share option awards.

5 Tom James and John Collis receive a proportion of their salary in USD. These amounts have been converted to GBP in the total above using the average

exchange rate of 1.23. Tom James and John Collis left the Board on 23 March 2023 and the amounts included in the table above include their salary and fees

to that date.

6 Andrew Thomas left the Board on 16 March 2023 and received fees to that date.

7 Alexandra Galligan joined the Board on 16 March 2023 and received fees from that date.

8 The aggregate emoluments (being salary/fees, bonuses, benefits and pension allowances) of all Directors for 2023 was £580,293 (2022:£857,617).

101 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

For the year ended 31 December 2022:

Base salary /

fees

Benefits

Pension

Annual

bonus

Long Term

Incentives

Total

fixed

Total

variable

Executive Directors

Alessandro Zamboni 207,000 156 12,420 - - 219,566 219,566 -

Tom James

222,083 - - - - 222,083 222,083 -

John Collis

222,083 - - - - 222,083 222,083 -

Non-Executive Directors

Albert Ganyushin

75,577 - - - - 75,577 75,577 -

Andrew Thomas

15,115 - - - - 15,115 15,115 -

Enrico Camerinelli 30,000 - - - - 30,000 30,000 -

David Bull

34,912 - - - - 34,912 34,912 -

Jim Coyle

26,731 - - - - 26,731 26,731 -

Susanne Chishti

11,538 - - - - 11,538 11,538 -

Total 845,040 156 12,420 - - 857,617

857,617 -

1 Non-salary benefits include the provision of life assurance.

2 The amount of employer contribution is based on a fixed percentage of base salary, being 6% for the Chief Executive Officer only.

3 The Group did not operate a bonus scheme in 2022. Please see details of future intention in the Directors Remuneration Policy.

4 The CEO was awarded share options in the 2022 LTIP award. The other Executive Directors were not included in the 2022 award due to existing earn out

arrangements. During the year ended 31 December 2022 there were no share options that vested under the 2022 LTIP award or any other share option

awards.

5 Tom James and John Collis receive a proportion of their salary in USD. These amounts have been converted to GBP in the total above using the average

exchange rate of 1.25.

6 Albert Ganyushin joined the Board on 30 June 2022 and received fees from that date, this figure does not include fee paid to him prior to joining the Board

of £12,500 (excluding VAT) for strategic advisory project.

7 Andrew Thomas joined the Board on 30 June 2022 and received fees from that date.

8 David Bull’s fee was increased from £30,000 per annum to £40,000 per annum on 22 July 2022 to recognise his role as Chair of the Audit Committee.

9 Jim Coyle stepped down from the Board on 4 March 2022 and received fees to that date.

10 Susanne Chishti stepped down from the Board on 14 April 2022 and received fees to that date.

11 The aggregate emoluments (being salary/fees, bonuses, benefits and pension allowances) of all Directors for 2022 was £857,617 (2021:£629,352).

While not remuneration for the purposes of this table, for

completeness, in addition to an initial consideration received

on completion of the acquisition of TradeFlow, Tom James

and John Collis, the TradeFlow directors, were entitled to

receive acquisition related earn-out payments determined

by reference to pre-determined revenue milestones of

TradeFlow and, separately, of its subsidiary company (Tijara

Pte. Limited). These milestones were to be calculated by

reference to the revenues achieved in each of the 2021,

2022 and 2023 financial years and are contingent on

employment to the relevant dates. The acquisition related

earn-out amounts were able to be paid in either cash or

shares at the Company’s discretion. As such, they fall into the

definition of shared based payments under IFRS.

Prior to the completion of the TradeFlow Restructuring on 30

June 2023, the acquisition related earn-out milestone targets

were only met in respect of the year ended 31 December

2021. The fair value of the related earn-out payments were

calculated to be £700,000 at the grant date, being the date

of completion of the acquisition, with this fair value being

spread over the period from grant to vesting date in the

consolidated financial statements. On the 19 July 2022,

the Company chose to equity settle the earn-out payment

that was due. This resulted in each of the two TradeFlow

directors, being Tom James and John Collis, each being

awarded 106,762,760 new ordinary shares on 19 July 2022.

102 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

Directors’ Remuneration Report

Annual bonus for the year ending 31 December 2023

(audited)

The Company did not offer annual bonus for FY 2023.

LTIP awards with performance periods ending in the year

(audited)

There were no long-term incentive awards capable of

vesting in relation to performance during the year ending 31

December 2023.

LTIP awards granted in the year (audited)

On 19 May 2023 awards in the form of nominal-cost share

options (“Awards”) over 355,884,274 ordinary shares

of nominal value 0.002 pence each in the capital of the

Company (“Ordinary Shares”) were granted under the

Supply@ME Long Term Incentive Plan (the “LTIP”) to certain

of the Company’s executives and senior management.

The Awards granted include those made to the following

Director:

Name Position Number of

Ordinary Shares

under Award

Alessandro

Zamboni

Chief Executive

Officer;

Executive

Director 97,031,250

Pursuant to the terms of the LTIP the Awards will normally

become exercisable on 19 May 2026.

Awards may become exercisable subject to continued

employment and the achievement of performance

conditions relating to absolute Total Shareholder Return

measured (50%) and volume of inventory monetised (50%).

Each performance condition will be measured over a

three-year performance period comprising the 2023, 2024

and 2025 financial years. In addition, the Remuneration

Committee will have broad discretion to reduce vesting if

it considers the level of vesting to be inappropriate having

regard to affordability, risk management and other factors.

The Award granted is subject to a two-year post-vesting

holding period following the vesting date.

Payments for loss of office and to past Directors (audited)

No such payments were made during the year.

103 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

Statement of Directors’ shareholding and share interests (audited)

The following table shows the interests of Directors and their connected persons in the Company’s ordinary shares as at 31

December 2023.

Director

Number of

shares owned

outright (including

connected persons)

Share awards

not subject to

performance

conditions

Share awards

subject to

performance

conditions

Shareholding

as a multiple

of salary at 31

December 2023

Shareholding

guideline as a

multiple of salary

Shareholding

guideline met?

Alessandro Zamboni

14,694,038,529 - - 46.14 2.0 Yes

Tom James - - - - N/A N/A

John Collis - - - - N/A N/A

Albert Ganyushin 5,000,000 - - 0.02 N/A N/A

Andrew Thomas - - - - N/A N/A

Enrico Camerinelli - - - - N/A N/A

David Bull - - - - N/A N/A

Alexandra Galligan 2,493,333 - - 0.04 N/A N/A

1 The shareholdings and awards set out above include those held by Directors and their respective connected persons.

2 Alessandro Zamboni’s shares are held through the AvantGarde Group. In connection with the TradeFlow Restructuring which completed on 30 June 2023,

TAG assumed the obligation of Tom James and John Collis, as the buyers of the 81% of TradeFlow, to pay £2,000,000 to the Company. In consideration for

assuming the £2,000,000 obligation, TAG acquired a total of 1,026,525,520 existing ordinary shares of nominal value £0.00002 each in the capital of the

Company from Tom James and John Collis.

3 The shareholding as a multiple of salary has been calculated using the value of the shareholding held at 31 December 2023 compared to the full year salary

for the year ended 31 December 2023.

4 The shareholding guideline as a multiple of salary is only applicable to Executive Directors and not to Non Executive Directors. Tom James and John Collis

resigned as Directors on 23 March 2023 and as such this guideline no longer applies to them as at 31 December 2023.

As announced on 4 April 2024, the number of shares of the Company held by the CEO, through the AvantGarde Group S.p.A

increased by 1,500,000,000 to a total of 16,194,038,529. There have been no other changes between 31 December 2023 and

19 April 2024, being the latest practicable date prior to the publication of this report.

Executive Directors Long term incentive (share) plan interests

Executive Director Date of Grant Vesting date Holding period ends

No of shares

granted Grant Price

Face value

(no of shares

x grant price)

Alessandro Zamboni 31 October 2022 31 October 2025 31 October 2027 258,750,000 0.8p £207,000

19 May 2023 19 May 2026 19 May 2028 97,031,250 0.107p £103,500

Tom James

- - - - - -

John Collis

- - - - - -

5 Tom James and John Collis resigned as Directors on 23 March 2023.

104 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

Directors’ Remuneration Report

Total shareholder return performance graph

The graph below shows the value at 31 December 2023

of £100 invested in the Company on 23 March 2020 (i.e.

the date that Admission to trading on the London Stock

Exchange) compared to the value of £100 invested in the

FTSE SmallCap Index (excluding Investment Trusts), making

the assumption that dividends are reinvested to purchase

additional equity. The FTSE SmallCap Index (excluding

Investment Trusts) has been selected as a comparator index

to the Company, being made up of companies with a similar

market capitalisation to the Company.

Total Shareholder Return

(rebased to 100 at 23 March 2020)

300

Mar 2020

Supply Me Capital FTSE Small Cap Ex.Inv Trusts Source: Datastream (a Reﬁnitiv product)

Dec 2020 Dec 2021 Dec 2023

200

100

Dec 2022

Chief Executive Officer’s remuneration

The total remuneration figure for the Chief Executive Officer in 2023 is shown in the table below, along with the value of

bonuses paid, and LTIP vesting, as a percentage of the maximum opportunity. This table will build up to show ten years’ worth

of data over time.

Year CEO

CEO single figure of

total remuneration

Annual

bonus pay-out

% of maximum

LTIP vesting

% of maximum

2023 Alessandro Zamboni 219,674 - -

2022 Alessandro Zamboni 219,576 - -

2021 Alessandro Zamboni 234,376 - -

2020 Alessandro Zamboni 138,750 - -

105 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

Annual percentage change in remuneration of Directors

and employees

The table below shows the percentage change in

remuneration of the Directors and employees of the

business between the 2022 and 2023 financial years.

% Change from FY2022 to FY2023

Salary or fees Benefits Bonus

Employees

0 33 N/A

Executive Directors

Alessandro Zamboni 0 63 N/A

Tom James

(77) N/A N/A

John Collis

(77) N/A N/A

Non-Executive Directors

Albert Ganyushin

98 N/A N/A

Andrew Thomas

(59) N/A N/A

Enrico Camerinelli - N/A N/A

David Bull

15 N/A N/A

Alexandra Galligan

100 N/A N/A

Jim Coyle

(100) N/A N/A

Susanne Chishti

(100) N/A N/A

1 The % change from FY2022 to FY2023 of the employees salary is

calculated using the mean annualised FTE salaries of the Supply@ME

Capital Plc employee base. The % change from FY2022 to FY2023 of the

employee benefits is calculated using the gross costs of these benefits to

the Company.

2 In order to illustrate the % change of the Directors from FY2022 to

FY2023 the actual amount paid as salary and fees during the period

served as a Director has been used.

3 Tom James and John Collis both resigned from the Board on 23 March

2023 and received fees to this date during FY23, compared to for a full

year during FY22.

4 Albert Ganyushin joined the Board during FY22 and therefore the

increase in his salary reflects the full year impact of his salary in FY23,

compared to the prior year when fees were received from his date of

joining the Board which was 30 June 2022.

5 Andrew Thomas joined the Board on 30 June 2022 and resigned from

the Board on 16 March 2023. The reduction in his salary reflects the

shorter time period he was a member of the Board in FY23.

6 David Bull’s fee was increased from £30,000 per annum to £40,000 per

annum on 22 July 2022 to recognise his role as the Chair of the Audit

Committee.

7 Alexandra Galligan joined the Board on the 16 March 2023 and therefore

had no comparative salary received in FY22

8 Jim Coyle and Susanne Chishti resigned during 2022, so no comparative

salary during 2023.

Relative importance of spend on pay

The table below details the change in total staff pay

between 2022 and 2023 as detailed in note 8 to the

Group consolidated financial statements, compared with

distributions to shareholders by way of dividend, share buy

backs on any other significant distributions or payments.

These figures have been calculated in line with those in the

audited financial statements:

2023 (£000) 2022 (£000) % Change

Total gross staff pay 2,198 2,767 (21)%

Dividends / share buybacks - - N/A

The total gross staff pay for 2023 set out above includes the

gross staff pay for TradeFlow for the period from 1 January

2023 to 30 June 2023, compared to for 2022 where the total

gross staff pay includes a full year of TradeFlow gross staff

pay. This reflects the fact that the TradeFlow Restructuring

was finalised and completed on 30 June 2023 and TradeFlow

was deconsolidated from the Group’s financial results from

this date. The total gross staff pay excluding TradeFlow

reduced by 10% in 2023 compared to 2022.

106 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

Directors’ Remuneration Report

Summary of Shareholder Voting

The following table shows the results of the advisory vote on the 2022 Directors’ Remuneration Report and the binding vote

on the Directors’ Remuneration Policy at the 2023 Annual General Meeting:

Approval of the 2022 Directors’ Remuneration Report (2023 AGM) Approval of the Remuneration Policy (2023 AGM)

Total number of votes % of votes cast Total number of votes % of votes cast

For (including discretionary) 2,629,954,150 99.31% 2,628,985,769 99.28%

Against 18,232,816 0.69% 19,034,860 0.72%

Votes withheld 2,126,668 - 2,293,005 -

Executive Directors’ service contracts

The table below summarises key details in respect of the

current Executive Directors’ contracts:

Date of service

contract/ letter of

appointment

Notice period

(from either party

unless stated

otherwise)

Alessandro Zamboni 23 March 2020 12 months

The service contracts of all current Executive Directors are

available for inspection at the Company’s registered office.

Non-Executive Directors’ letters of appointment

The table below summarises key details in respect of the

Non-Executive Directors’ contracts:

Date of letter of

appointment

Notice period

(from either party)

Enrico Camerinelli 23 March 2020 3 months

David Bull 21 July 2021 90 days

Albert Ganyushin 30 June 2022 90 days

Alexandra Galligan 16 March 2023 90 days

External appointments

Alessandro Zamboni is a Non-Executive Director with

Darwinsurance srl and Non-Executive Director for RegTech

Open Project Plc.

Implementation of policy for the year ending 31

December 2024

Basic salary

Executive Directors’ salaries for FY 2024 are as follows:

Base salary FY2024 Director fees FY2024

Alessandro Zamboni £207,000 -

The Committee reviewed Executive Directors salaries during

2023 and although current total remuneration levels are

below market no increases are currently proposed for FY

2024. The Committee intends to keep them under review

with a view to increasing total remuneration toward market

levels once the performance of the business warrants it.

Benefits and pension

The CEO receives a pension contribution or allowance of 6%

of base salary.

Annual bonus

A bonus plan has not yet been approved for 2024. The

Remuneration Committee will consider this prudently during

2024 in light of revenue and cash flow. If significant progress

is made on the Group’s key financial targets a variable pay

pool would be formed based on a combination of profit

and satisfaction of strategic and personal objectives. These

objectives will be linked to the Group’s strategy and aligned

with key financial, strategic and/or individual targets and be

governed by the Remuneration Policy.

107 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

LTIP

Executive Directors are eligible to participate in the LTIP. An

award is anticipated to be made during FY 2024 to the CEO

over shares up to 100% of base salary. The performance

conditions will be:

> 50% of the award to be based on absolute TSR over 3

financial years, requiring (assuming no dividends) the

average closing share price over the period 1 October

2026 – 31 December 2026 to be 0.15 for 25% of the

award to vest increasing on a straight-line basis to 0.3 for

100% to vest.

> 50% of the award to be based on volume of inventory

monetised by the end of the performance period (31

December 2026). 25% of award to vest if £300m of

inventory is monetized (in aggregate) over the 3 financial

years ending 31 December 2026, increasing on a straight-

line basis to 100% of the award to vest if £400m of

inventory is monetized (in aggregate) in the same period.

This is contingent on the Remuneration Committee

deeming the inventory was monetised on acceptable

commercial terms.

The Committee will have broad discretion to reduce vesting

if it considers the level of vesting to be inappropriate having

regard to affordability, risk management and other factors.

Non-Executive Directors’ fees

Non-Executive Directors’ fees for FY2024 will remain the

same as during 2023. This will however be reviewed during

the year in light of business progress and market conditions.

The Non-Executive Directors fees are detailed below:

Fee FY2023

Chairman 150,000

Base Non-Executive Director fee 30,000

Senior Independent Director fee 10,000

Chair of Audit or Remuneration Committee fee 10,000

108 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

Report of the Directors

The Directors present their report on the Group together

with the audited consolidated financial statements for the

year ended 31 December 2023.

Results and dividends

The Group’s consolidated loss before taxation for the

year was £4,345,000 (2022: £9,878,000). The Group’s

consolidated operating loss from continuing operations

before impairment charges and fair value adjustments

for the year was £3,625,000 (2022: £4,651,000). More

information about the Group’s financial performance can

be found in the financial review on pages 38–45 and in the

financial statements on pages 115–195.

The Directors are not proposing a final dividend for the year

ended 31 December 2023. Which was the same in year

ended 31 December 2022.

Review of Business and Future Developments

The Chief Executive Officer’s Statement on page 7 and

the Strategic Report on pages 3–60 provide a review of

the business, the Group’s trading for the year ended 31

December 2023, key performance indicators and an

indication of future developments and risks, form part of this

Directors’ Report.

Matters covered in the Strategic Report

A comprehensive review and assessment of the Group’s

activities during the year as well as its position at the year

end and prospects for the forthcoming year are included in

the Chief Executive’s Officer’s Statement and the Strategic

Report. These reports can be found in the relevant sections

above and should be read in conjunction with this report.

The review of the business and its future development in

the Strategic Report has been prepared solely to provide

additional information to shareholders to assess the Group’s

strategy and the potential for this strategy to succeed

Disclosure Location

Capital Structure Notes 15, 17 and 22 to the consolidated Financial

Statements – pages 149, 152, 155

Directors’ interests Directors’ Remuneration Report – pages 85–107

Directors’ Remuneration Report Corporate Governance Report – pages 85–107

Directors’ responsibility statement Page 114

Engaging with our stakeholders Strategic Report – pages 36–37

Environmental Impact Strategic Report, Environmental Impact – page 46

Exposure to price risk, credit risk, liquidity risk and cash flow risk Details can be found on pages 50–60 of the Strategic

Report and Note 22 to the consolidated Financial

Statements on page 155

Financial risk management objectives and policies (including

hedging policy and use of financial instruments)

Notes 2 and 22 to the consolidated Financial Statements

– pages 127, 155

Future business developments Strategic Report – pages 3–28

Greenhouse gas emissions Strategic Report, Environmental Impact – pages 46–49

People, culture and employee engagement Strategic Report – pages 29–36

Principal decisions made by the Board during the year Strategic Report – pages 69–70

TCFD Statement Strategic Report - pages 48–49

Section 172 Statement Strategic Report – pages 36–37

The stakeholder engagement section of the strategic

report contains information in respect of the Group’s key

stakeholders and business relationships, including our

people, shareholders, corporate clients, inventory funders,

fund investors and White-Label clients.

109 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

Cautionary statement

The review of the business and its future development in

the Strategic Report has been prepared solely to provide

additional information to shareholders to assess the Group’s

strategy and the potential for this strategy to succeed. It

should not be relied on by any other party for any other

purpose. The review contains forward-looking statements

which are made by the Directors in good faith based on

information available to them up to the time of the approval

of the reports and should be treated with caution due to the

inherent uncertainties associated with such statements.

Directors of the Group

The Directors, who held office during the period, and

subsequently, together with current Directors are as follows:

> Albert Ganyushin – Independent Chairperson and Non-

Executive Director (appointed 30 June 2022)

> Alessandro Zamboni – Chief Executive Officer and

Executive Director (appointed 23 March 2020)

> Enrico Camerinelli – Independent Non-Executive Director

(appointed 23 March 2020)

> David Bull – Independent Non-Executive Director

(appointed 22 July 2021)

> Alexandra Galligan - Independent Non-Executive Director

(appointed 16 March 2023)

> John Collis – Former Executive Director (appointed 30 July

2021, resigned 23 March 2023)

> Thomas James – Former Executive Director (appointed 30

July 2021, resigned 23 March 2023)

> Andrew Thomas – Former Non-Executive Director

(appointed 30 June 2022, resigned 15 March 2023)

The biographies of the Directors in office as at the date

of this Annual Report are set out on pages 63–67 of the

Corporate Governance Report.

Directors’ interests

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

Ordinary Shares

(At 31 December 2023)

Ordinary shares

(At 31 December 2022)

Alessandro Zamboni (held through AvantGarde Group SpA and 1AF2 Limited) 14,694,038,529 12,742,513,009

Albert Ganyushin 5,000,000 Nil

Alexandra Galligan 2,493,333 N/A

Enrico Camerinelli

Nil Nil

David Bull Nil Nil

John Collis Nil 513,262,760

Thomas James Nil 513,262,760

Andrew Thomas Nil Nil

In connection with the TradeFlow Restructuring which

completed on 30 June 2023, TAG assumed the obligation

of Tom James and John Collis, as the buyers of the 81%

of TradeFlow, to pay £2,000,000 to the Company. In

consideration for assuming the £2,000,000 obligation, TAG

acquired a total of 1,026,525,520 existing ordinary shares of

nominal value £0.00002 each in the capital of the Company

from Tom James and John Collis.

On the 26 March 2024, the Company and TAG entered into

an agreement, which allowed the full outstanding amount of

£800,000 owed by the Company to TAG, under amended TAG

Unsecured Working Capital facility, to be extinguished by the issue

of 1,500,000,000 new ordinary shares which were issued to TAG

on 28 March 2024. Following this issue of new ordinary shares

to TAG on the 28 March 2024, the number of ordinary shares

held by Alessandro Zamboni increased to 16,194,038,529

The Powers of the Company Directors

The powers of the Directors are set out in the Company’s

articles of association (the Articles) and the Companies

Act 2006 and are subject to any directions given by

special resolution. The Directors are responsible for the

management of the Company’s business, for which purpose

they may exercise all the powers of the Company whether

relating to the management of the business or not. The

Directors may also, subject to the Articles, delegate any of

their powers, authorities and discretions as they see fit. The

Board is required by the Articles to consist of no fewer than

two Directors and is not subject to any maximum number.

110 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

Report of the Directors

Appointment and replacement of Directors

The rules governing the appointment and replacement of

Directors are set out in the Articles and are governed by the

QCA Code, the Companies Act 2006 and related legislation.

Directors may be appointed by ordinary resolution of the

shareholders or by the Board. At each AGM, all Directors

who have been appointed by the Board since the

previous AGM shall offer themselves for re-election by the

shareholders. In addition, any Directors for whom the AGM

is their third since they were last elected or re-elected, shall

offer themselves for re-election by the shareholders. As

such at the Company’s next AGM, a date for which will be

announced shortly following the publication of this Annual

Report. Enrico Camerinelli will be the only Director who will

offer themself for re-election.

Articles of Association

The rules governing the appointment and replacement

of Directors are set out in the Company’s Articles of

Association. The Articles of Association may be amended by

a special resolution of the Company’s shareholders.

Compensation for loss of Office

No compensation for loss of office was paid to Directors who

resigned during the year or in the period following the year

end and up to the date at which this Annual Report has been

published.

Corporate governance statement

The Corporate Governance Report set out on pages 61–114

forms part of the Directors’ Report.

Directors’ and officers’ liability insurance

Throughout the financial year the Company had, as

permitted by sections 234 and 235 of the Companies Act

2006, maintained Directors’ and Officers’ Liability insurance

cover on behalf of the Directors of the Company. These

policies indemnify them against certain liabilities which may

be incurred by them in relation to the Company.

Financial Instruments

The financial risk management objectives and policies of the

Group are shown in note 22 to the Group’s consolidated

financial statements.

IAS

The Directors have prepared the Group consolidated

financial statements in accordance with UK-adopted

International Accounting Standards.

Political and charitable donations

No political or charitable donations were made by the Group

during the period (2022: £nil).

Research and Development

During the year the Group continued to invest in the

development of its core Inventory Monetisation Platform,

the purpose of which is to facilitate, record and monitor

Inventory Monetisation transactions between third party

client companies and segregated independent trading

companies (known as stock companies). The internally

generated Inventory Monetisation Platform includes not only

the software but also:

> the methodologies and business policies underpinning

each Inventory Monetisation transaction.

> the legal and accounting frameworks required to support

each Inventory Monetisation transaction.

> the technical infrastructure (cloud environment,

distributed ledger technology) used to support each

Inventory Monetisation transaction.

During the year the Group capitalised costs associated with

the development of the Inventory Monetisation Platform

to the value of £458,000 (2022: £1,125,000) as disclosed in

note 12 to the Group’s consolidated financial statements.

Authority for Company to Purchase own Shares.

Subject to authorisation by shareholder resolution, the

Company may purchase its own shares in accordance with

the Companies Act 2006. Any shares which have been

bought back may be held as treasury shares or cancelled

immediately upon completion of the purchase. Since listing

the Directors have not exercised any of their powers to

purchase its own shares.

111 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

Significant Interests (greater than 3%)

The table below shows the interests in shares notified to the Company in accordance with the Disclosure Guidance and

Transparency Rules as of 31 December 2023, and 19 April 2024 (being the latest practicable date prior to publication of the

Annual Report):

As of 31 December 2023 As at 19 April 2024

Name of Shareholder

No. of ordinary shares

held of £0.00002

nominal value each

% of total

voting rights held

No. of ordinary shares

held of £0.00002

nominal value each

% of total

voting rights held

Alessandro Zamboni (held through

AvantGarde Group SpA and 1AF2 Limited) 14,694,038,529 24.00% 16,194,038,529 25.81%

Venus Capital S.A 9,150,000,000 14.94% 9,150,000,000 14.59%

Hartfort Growth Fund Limited 1,955,392,026 3.19% 1,792,792,026 2.86%

Except as disclosed in the above table, the Company and

the Directors are not aware of any person who, directly or

indirectly, has a holding which is notifiable under English law

or who directly or indirectly, jointly or severally, exercises

or could exercise control over it, nor are they aware of any

arrangements the operation of which may at a subsequent

date result in a change of control over it. Those interested,

directly or indirectly, in 3% or more of the issued ordinary

shares (as set out in the above table) do not have different

voting rights from other shareholders.

Branches outside of the UK

The Group has subsidiaries outside the UK in Italy. Further

details of these can be found in note 3 to the Company’s

financial statements. The Company currently does not have

any branches outside of the UK.

Change of Control

The Group is party to a limited number of funding

agreements that include change of control provisions which,

in the event of a change of control of the Company, or the

relevant Group entity, could result in the termination of

those arrangements at the election of the lender, which

if triggered would result in the discontinuation of further

funding and a requirement to repay amounts outstanding

under the affected arrangement.

Going concern

In carrying out their duties in respect of going concern, the

Directors have completed a review of the Group’s financial

forecasts for a period exceeding 12 months from the date

of issue of this annual report. This review included sensitivity

analysis focused on the more immediate going concern period

to determine the potential impact on the Group of reasonably

possible downside scenarios. For the reasons set out below,

the Directors consider that it is appropriate to adopt the going

concern basis in preparing the financial statements of the

Group for the year ended 31 December 2023.

At the 31 December 2023 the Group had a cash and cash

equivalent balance from continuing operations of £5,000 (31

December 2022: £257,000 cash and cash equivalents from

continuing operations, £324,000 cash and cash equivalents

from discontinued operations). The Group’s consolidated

net current liabilities of £2,691,000 as at 31 December 2023,

compared to a consolidated net current liability position of

£828,000 as at 31 December 2022. The Group has posted a

total comprehensive loss for the year ended 31 December 2023

of £4,041,000 (2022: total comprehensive loss £10,417,000) and

the retained losses were £32,113,000 as at 31 December 2023

(31 December 2022: retained losses £27,649,000).

Funding secured during 2023

During the year ended 31 December 2023, the Group

continued to source additional funding with the primary aim

of allowing it to meet its working capital and growth needs

as it focuses on scaling up the Group’s business model

and the continued investment into the Group’s Platform. In

sourcing this new funding, the focus has been on creating

a more stable source of Group funding. These new sources

of funding were announced in conjunction with the issue of

the 2022 Annual Report on 28 April 2023 and the interim

results for the six month period ended 30 June 2023 on 29

September 2023. These new sources of funding included:

> the subscription agreement with Venus Capital dated 28 April

2023 for the issue of the 4,500,000,000 new ordinary shares

(the “Subscription Shares”) at £0.0005 per Subscription Share

(the “Subscription Agreement”). The issue of the Subscription

Shares raised gross proceeds of £2,250,000 during the first six

months of the year (the “2023 Venus Subscription”);

> the fixed term unsecured working capital loan

agreement with The AvantGarde Group S.p.A (“TAG”),

the Group’s major shareholder, dated 28 April 2023

(the “TAG Unsecured Working Capital facility”), which

was then amended on 30 June 2023 in conjunction

112 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

Report of the Directors

with the finalisation of the disposal of the 81% stake in

ownership of TradeFlow Capital Management Pte. Limited

(“TradeFlow”) (the “TradeFlow Restructuring”). On 30 June

2023, the Company issued a draw down notice to TAG

under the amended TAG Unsecured Working Facility for

the full £800,000 of funding available under this facility. As

at 31 December 2023, £250,000 had been received from

TAG in respect of this facility. As set out in note 30 to the

Group’s consolidated financial statements, subsequent

to 31 December 2023, and prior to the issue of these

financial statements, the remaining £550,000 had been

received from TAG. Additionally on 26 March 2024, the

Company and TAG signed a second deed of amendment

agreement, which allowed the full outstanding amount

of the amended TAG Unsecured Working Capital facility

to be extinguished by the issue of 1,500,000,000 new

ordinary shares issued to TAG on 28 March 2024; and

> the top up unsecured shareholder loan agreement

with TAG, dated 28 September 2023 (“TAG Top-Up

Shareholder Loan Agreement”), details of which are set

out below:

a) The ability of the Company to draw down up to £3.5

million in monthly instalments over the period to 30

June 2025;

b) On a monthly basis the Board will assess (acting in

good faith and in its sole and absolute discretion)

if the Group’s projected cash balance on the last

business day of the coming calendar month will be

less than £250,000 following the Group’s scheduled

balance of receipts and payments for the next month

by reference to, inter alia, the Group’s contracted

receivables, revenues and payables due for receipt or

payment in the next month, the Group’s contracted

fixed operating expenditure and/or capital expenditure

due for payment in the next month, the cash inflows

in the next month arising from any warrants that

have been contractually exercised and any projected

unrestricted cash amounts resulting from any

contractually agreed alternative equity, debt or hybrid

financing (including, but not limited to, pursuant to a

pre-emptive offering of ordinary shares and a non-pre-

emptive offering of ordinary shares) for such month;

c) If the above assessment results in the Group’s

projected cash balance on the last business day of

the coming calendar month being less than £250,000,

the Company may draw down an amount under the

TAG Top-Up Shareholder Loan Agreement which is

no greater than the GBP amount to ensure that the

Group’s bank balances in the coming month shall be

equal to £250,000;

d) Repayment of any sum drawn down under the TAG Top-

Up Shareholder Loan Agreement will be due five calendar

years (calculated on the basis of a year of 360 days) from

the date which funds are received by the Company

subject to the relevant draw down request; and

e) Any sums drawn down by the Company under the

TAG Top Up Unsecured Shareholder Loan will attract

a non-compounding interest rate of 10% per annum,

and any principal amount (excluding accrued interest)

outstanding on a relevant due date shall attract a

compounding rate of 15% per annum thereafter.

Interest will be due to be paid annually on 31 March of

each relevant calendar year.

As at 31 December 2023, the Company had issued draw

down notices to TAG for a total amount of £969,000 under

the Top-Up Shareholder Loan Agreement, however the full

amount of this draw down was outstanding. As set out in

note 30 to the Group’s consolidated financial statements,

subsequent to 31 December 2023, and prior to the issue of

these financial statements, the Company issued additional

draw down notices under the Top-Up Shareholder Loan

Agreement to the value of £779,000 and had received £nil

from TAG in respect of this facility.

In addition to the new sources of funding securing during

2023, which have been highlighted above, the Company

completed the TradeFlow Restructuring on 30 June 2023 and

the remaining cash proceeds that were due from the buyers

of TradeFlow (the “Buyers”) as a result of this transaction

was £2,000,000. TAG assumed this £2,000,000 obligation of

the Buyers by way of a deed of novation also signed on 30

June 2023 (“Deed of Novation”) and in exchange received

consideration TAG acquired 1,026,525,520 existing ordinary

shares of nominal value £0.00002 each in the capital of

the Company from the Buyers. This £2,000,000 was due in

tranches and the final tranche was due to be payable by 31

January 2024.

As at 31 December 2023, £1,228,000 of the £2,000,000

due under the Deed of Novation had been repaid by TAG

to the Company. The payment had been received through

a split of £771,000 in cash, £421,000 by way of formal debt

novation agreements with specific suppliers whereby the

debt held by the Group companies was novated to TAG with

no recourse to the Group companies, and £36,000 by way

of offset against amounts owed by the Group companies

to TAG. The Company is now charging a late fee to TAG

calculated at a compounding rate of 15% per annum on any

amounts of the instalments not transferred to the Company

by the relevant due date. As set out in note 30 to the

Group’s consolidated financial statements, subsequent to

31 December 2023, and prior to the issue of these financial

statements £655,000 of the £772,000 outstanding at 31

December 2023 was repaid through the combination of

cash payments and the offsetting of amounts due to TAG

from SYME, leaving a remaining balance of £117,000.

Taking into consideration the factors above and in order to

consider their assessment of the Group as a going concern,

113 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

the Directors have reviewed the forecast cash flows for the

next 12 months from approval of the Group’s consolidated

financial statements for the year ended 31 December 2023.

The cash flow forecasts take into account that the Group

meets its day to day working capital requirements through

its forecast available and committed cash resources. The

Directors have prepared the forecast using their best

estimates, information and judgement at this time, including

the receipt of cash that is contractually committed under the

TAG Top-Up Shareholder Loan Agreement. The Directors

have also considered the expected cash flows arising from the

use of the Group’s innovative Platform to facilitate Inventory

Monetisation transactions. This reflects the business progress

that has been made to date and the fact that the Directors

expect the Group to continue to prove the concept of its

business model and to fully operationalise in the near future

following the progress steps that have made to date.

Despite the facts outlined above, there continues to be an

absence of a historical recurring track record relating to

multiple Inventory Monetisation transactions being facilitated

by the Group’s Platform and the Group being cash flow

positive. As such the Directors have prudently identified

uncertainty in the cash flow model. This uncertainty arises

with respect to both the future timing and growth rates of the

forecast cash flows arising from the Group’s multiple Inventory

Monetisation revenue streams. In this regard, if these future

revenues are not secured as the Directors envisage, it is

possible that the Group will have a shortfall in cash and require

additional funding during the forecast period. In addition the

cash inflows arising from the TAG Top-Up Shareholder Loan

Agreement have not yet been fully received. These amounts

have been factored into the cash flow forecast in line with the

contractual commitments received from the counterparty and/

or the latest updates from TAG. As such, there is a risk that

these cash flows might not be received or might not reach

the Group in the time frame expected despite the contractual

commitment in place.

On the basis of the factors identified in the above paragraph,

the Directors believe there are material uncertainties

which may cast significant doubt upon the entities ability to

continue as a going concern.

The Directors do however remain confident in the business

model and believe the Group could be managed in a way to

allow it to meet its ongoing commitments and obligations

through mitigating actions including cost saving measures and

securing alternative sources of funding should this be required.

As such the Directors consider it appropriate to prepare

these annual consolidated financial statements on a going

concern basis and have not included the adjustments that

would result if the Company and Group were unable to

continue as a going concern.

Website publication

The Directors are responsible for ensuring that the Annual

Report and financial statements are made available on the

website. The financial statements are published on the

Group’s website in accordance with legislation in the United

Kingdom governing the preparation and dissemination

of financial statements, which may vary from legislation in

other jurisdictions. The Directors are responsible for the

maintenance and integrity of the corporate and financial

information included on the Company’s website. The

Directors’ responsibility also extends to the ongoing integrity

of the financial statements contained therein.

Directors’ responsibilities pursuant to DTR 4

The Directors confirm that to the best of their knowledge:

> the Group consolidated financial statements have been

prepared in accordance with International Accounting

Standards in conformity with the requirements of the

Companies Act 2006 and the requirements of UK-

adopted International Accounting Standards and give a

true and fair view of the assets, liabilities, financial position

and profit and loss of the Group; and

> the Annual Report includes a fair review of the

development and performance of the business and the

position of the Group, and the parent Company, together

with a description of the principal risks and uncertainties

that they face.

Disclosure of information to the auditor

Each Director at the date of approval of this annual report

confirms that:

> so far as the Directors are aware, there is no relevant

audit information of which the Group’s and Company’s

auditor is unaware; and

> all the Directors have taken all the steps that they ought

to have taken as Directors in order to make themselves

aware of any relevant audit information and to establish

that the auditor is aware of that information.

External Auditor

The auditor, Crowe U.K. LLP, will be proposed for re-

appointment at the forthcoming Annual General Meeting.

2024 AGM

The Notice of Annual General Meeting for 2024 will be

circulated to all the shareholders at least 21 clear days before

the AGM and it will also be made available on our corporate

website www.supplymecapital.com. The voting on the

resolutions will be announced via the Regulatory News Service.

114 Supply@MECapitalPlc AnnualReportandAccounts2023 Corporate Governance Report

Report of the Directors

Post balance sheet events

Details of post events since the reporting date can be found

in note 30 to the Group’s consolidated financial statements.

Statement of Directors’ Responsibilities

The Directors acknowledge their responsibilities for

preparing the Annual Report and the financial statements in

accordance with applicable law and regulations.

Company law requires the Directors to prepare financial

statements for each financial year. Under that law the Directors

have elected to prepare the Group consolidated financial

statements in accordance with UK-adopted International

Accounting Standards. 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 of the Group’s results for that period.

In preparing these financial statements, the directors are

required to:

> select suitable accounting policies and apply them

consistently.

> make judgements and accounting estimates that are

reasonable and prudent.

> state whether applicable IFRSs have been followed,

subject to any material departures disclosed and

explained in the financial statements; and

> prepare the financial statements on the 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 and the Company’s transactions and disclose

with reasonable accuracy at any time the financial position

of the Group and the Company and enable them to ensure

that the financial statements comply with the Companies

Act 2006. They are also responsible for safeguarding the

assets of the Group and the Company and hence for taking

reasonable steps for the prevention and detection of fraud

and other irregularities.

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 and other information included in the annual

reports may differ from legislation in other jurisdictions.

The Report of the Directors set out from page 108 to page

114 is approved by the Board of Directors and signed on its

behalf by:

Alessandro Zamboni

Chief Executive Officer and Executive Director

30 April 2024

Financial

Statements

116 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

Independent Auditor’s Report

to the members of Supply@ME Capital Plc

Opinion

We have audited the financial statements of Supply@ME

Capital plc (the “Company”) and its subsidiaries (the “Group”)

for the year ended 31 December 2023 which comprise

the consolidated statement of comprehensive income, the

consolidated and company statement of financial position,

the consolidated and company statement of changes in

equity, the consolidated statement of cashflows and notes

to the financial statements, including significant accounting

policies. The financial reporting framework that has been

applied in the preparation of the group financial statements

is applicable law and UK-adopted international accounting

standards. The financial reporting framework that has been

applied in the preparation of the parent company financial

statements is applicable law and United Kingdom Accounting

Standards, including Financial Reporting Standard 102

The Financial Reporting Standard applicable in the UK and

Republic of Ireland (United Kingdom Generally Accepted

Accounting Practice).

In our opinion:

> the financial statements give a true and fair view of the

state of the Group’s and of the Company’s affairs as at 31

December 2023 and of the Group’s loss 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 United Kingdom

Generally Accepted Accounting Practice; and the

> 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 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.

Material uncertainty relating to going concern

We draw your attention to note 2 which indicates the existence

of uncertainties in relation to assumptions about future trading

and the quantum and timing of financing transactions that

support the going concern basis of preparation. As stated in

note 2, these events or conditions, along with other matters

as set forth in note 2 indicate that a material uncertainty

exists that may cast significant doubt on the Group’s and

Company’s ability to continue as a going concern. Our

opinion is not modified in respect of this matter.

In auditing the financial statements, we have concluded that

the directors’ 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 and

Company’s ability to continue to adopt the going concern

basis of accounting included:

> we reviewed and challenged the forecast revenues and

agreed, where possible, to underlying term sheets. The

resulting cash flows within the assessment period are

uncertain and this fact is disclosed in note 2;

> we challenged management over the forecast of cash

inflows from financing activities, the receipt of which the

going concern assumption is reliant on. We removed

these cashflows from the model to ascertain whether

they were material to the model. The reliance on the

model to these inflows and the uncertainty over the

quantum and timing are disclosed in note 2

> we tested the mathematical accuracy of the model;

> we reviewed forecast cost assumptions having regard to

historic experience and current trading levels; and

> we reviewed the appropriateness of the disclosure made

and its consistency with our review of the going concern

assessment.

Our responsibilities and the responsibilities of the directors

with respect to going concern are described in the relevant

sections of this report.

117 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

Overview of our audit approach

Materiality

In planning and performing our audit we applied the concept

of materiality. An item is considered material if it could

reasonably be expected to change the economic decisions

of a user of the financial statements. We used the concept

of materiality to both focus our testing and to evaluate the

impact of misstatements identified.

Based on our professional judgement, we determined overall

materiality for the financial statements as a whole to be

£208,000 (2022 £600,000), based on approximately 5% of

the loss before tax for the period. Materiality for the parent

company financial statements as a whole was set at £190,000

(2022: £310,000) based on 4% of its individual result.

We use a different level of materiality (‘performance

materiality’) to determine the extent of our testing for the

audit of the financial statements. Performance materiality

is set based on the audit materiality as adjusted for the

judgements made as to the entity risk and our evaluation

of the specific risk of each audit area having regard to the

internal control environment. We determined performance

materiality to be £124,800 (2022 £360,000) for the Group

and £114,000 (2022: £186,000) for the parent company.

Where considered appropriate performance materiality

may be reduced to a lower level, such as, for related party

transactions and directors’ remuneration.

We agreed with the Audit Committee to report to it all identified

errors in excess of £10,000 (2022: £7,200). Errors below that

threshold would also be reported to it if, in our opinion as

auditor, disclosure was required on qualitative grounds.

Overview of the scope of our audit

As at 31 December 2023, the group consists of three

components, Supply@ME Capital plc, a holding company

based in London, United Kingdom and its trading subsidiaries,

Supply@ME Srl and Supply@ME Technologies Srl both based

in Italy. Supply@ME Capital plc was audited by us and

was conducted from the UK. Audit work on the significant

non-UK components being Supply@ME Srl, and Supply@

ME Technologies Srl were carried out by a member of the

Crowe Global International network as component auditor.

Limited procedures were performed by a member of the

Crowe Global International network on disclosures relating

to TradeFlow Capital Management Pte Ltd, which is based in

Singapore, a component which was disposed of in the year.

In establishing our overall approach to the Group audit, we

determined the type of work that needed to be undertaken

at each of the components by us, as the primary audit

engagement team. For the full scope components in

Italy and Singapore, where the work was performed by

component auditors, we determined the appropriate

level of involvement to enable us to ensure that sufficient

appropriate audit evidence had been obtained as a basis for

our opinion on the Group as a whole.

The primary team led by the Senior Statutory Auditor was

ultimately responsible for the scope and direction of the

audit process. The primary team, using technology, interacted

regularly with the component teams where appropriate

during various stages of the audit, reviewed working papers

and were responsible for the scope and direction of the

audit process. This, together with the additional procedures

performed at Group level, gave us appropriate evidence for

our opinion on the Group financial statements.

118 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

Independent Auditor’s Report

to the members of Supply@ME Capital Plc

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.

In addition to the matter described in the material

uncertainty relating to going concern above, we have

determined the matter described below to be the key audit

matter to be communicated in our report.

Key audit matter How our scope addressed the key audit matter

Disposal of TradeFlow Capital Management Pte Ltd

As disclosed in note 26 to the financial statements, during

the year the group disposed of 81% of TradeFlow Capital

Management Pte Ltd. The conditions for Discontinued

operations were met and this has had a pervasive impact

across the primary financial statements and related notes.

In addition, linked to this transaction, the group was left

with a 19% residual interest that is accounted for at fair

value, which is inherently judgmental and the

consideration for the transaction was novated to The

AvanteGarde Group and was not settled by 31 December

2023.

Given the size and importance of the disposal of

TradeFlow Capital Management Pte Ltd and the additional

accounting considerations that arose this was a key area

of focus for our audit.

To assess the adequacy of the accounting for the

presentation as Assets held for sale and Discontinued

operations:

> We agreed the sale transaction to the signed share

purchase agreement, noting the key terms.

> We reviewed the disclosures having regard to the

requirements of IFRS 5

> We considered the criteria for significant influence to

exist which could impact the accounting for the residual

interest

> We challenged management’s calculation of the Fair

value of the residual interest at the disposal and

reporting date and a downward fair value adjustment

was recorded following our challenge

> We performed specified procedures on the result of

the entity prior to disposal and the assets and liabilities

at the disposal date

> We recalculated the associated gain on disposal,

including agreeing the consideration to the share

purchase agreement and agreeing the net assets

disposed to supporting documentation

> We assessed the recoverability of the consideration

receivable

Key observation

We concluded that the accounting for the sale of

TradeFlow Capital Management Pte Ltd was appropriate.

Our audit procedures in relation to these matters were

designed in the context of our audit opinion as a whole. They

were not designed to enable us to express an opinion on

these matters individually and we express no such opinion.

Other information

The 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 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.

119 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

Opinions on other matters prescribed by the

Companies Act 2006

In our opinion the part of the directors’ remuneration report

to be audited has been properly prepared in accordance

with the Companies Act 2006.

In our opinion based on the work undertaken in the course

of our audit

> the information given in the strategic report and the

directors’ report for the financial 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 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

company, or returns adequate for our audit have not

been received from branches not visited by us; or

> the 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

Responsibilities of the directors for the financial

statements

As explained more fully in the directors’ responsibilities

statement on page 114, the directors are responsible for

the preparation of the financial statements and for being

satisfied that they give a true and fair view, and for such

internal control as the directors determine is necessary to

enable the preparation of financial statements that are free

from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are

responsible for assessing the 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:

> enquiry of management about the Company’s policies,

procedures and related controls regarding compliance

with laws and regulations and if there are any known

instances of non-compliance; the laws and regulations

we considered in this context were relevant company law

and taxation legislation

> examining supporting documents for all material

balances, transactions and disclosures;

> review of the Board of directors and the Audit Committee

minutes;

> enquiry of management about litigations and claims and

inspection of relevant correspondence;

> evaluation of the selection and application of accounting

policies related to subjective measurements and complex

transactions;

> analytical procedures to identify any unusual or

unexpected relationships;

> testing the appropriateness of journal entries recorded

in the general ledger and other adjustments made in the

preparation of the financial statements;

> review of accounting estimates for biases; and

> Communications with component auditors to request

identification of any instances of non-compliance with

laws and regulations that could give rise to a material

misstatement of the group financial statements.

Owing to the inherent limitations of an audit, there is an

unavoidable risk that some material misstatements of the

financial statements may not be detected, even though the

audit is properly planned and performed in accordance with

the ISAs (UK). The potential effects of inherent limitations are

120 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

Independent Auditor’s Report

to the members of Supply@ME Capital Plc

particularly significant in the case of misstatement resulting

from fraud because fraud may involve sophisticated and

carefully organized schemes designed to conceal it, including

deliberate failure to record transactions, collusion or

intentional misrepresentations being made to us.

A further description of our responsibilities for the audit of

the financial statements is located on the Financial Reporting

Council’s website at: www.frc.org.uk/auditorsresponsibilities.

This description forms part of our auditor’s report.

Other matters which we are required to address

We were appointed by management on 22 September

2020 to audit the financial statements for the period ending

31 December 2019. Our total uninterrupted period of

engagement is 5 years, covering the periods ending 31

December 2019 to 31 December 2023.

The non-audit services prohibited by the FRC’s Ethical

Standard were not provided to the group or the company

and we remain independent of the group and the company

in conducting our audit.

Our audit opinion is consistent with the additional report to

the Audit Committee.

Use of our report

This report is made solely to the company’s members,

as a body, in accordance with Chapter 3 of Part 16 of the

Companies Act 2006. Our audit work has been undertaken

so that we might state to the company’s members those

matters we are required to state to them in an auditor’s

report and for no other purpose. To the fullest extent

permitted by law, we do not accept or assume responsibility

to anyone other than the Company and the Company’s

members as a body, for our audit work, for this report, or for

the opinions we have formed.

Leo Malkin

Senior Statutory Auditor

For and on behalf of

Crowe U.K. LLP

Statutory Auditor

London

30 April 2024

121 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

		Year ended	Year ended
		31 December 2023	31 December 2022
	Note	£ 000	£ 000
Continuing operations
Revenue	3	158	138
Cost of sales		(603)	(338)
Gross (loss)		(445)	(200)
Administrative expenses	6	(3,678)	(4,460)
Other operating income	5	498	9
Operating loss from continuing operations before impairment charges
and fair value adjustments	3	(3,625)	(4,651)
Fair value adjustments to investments	27	(68)	-
Impairment charges	6	(384)	(1,078)
Operating loss from continuing operations		(4,077)	(5,729)
Finance costs	4	(83)	(1,982)
Loss before tax from continuing operations		(4,160)	(7,711)
Income tax	10	-	-
Loss after tax from continuing operations		(4,160)	(7,711)
Discontinued operations
Loss from discontinued operations	26	(185)	(2,167)
Total loss for the year		(4,345)	(9,878)
Other comprehensive income
Items that may be subsequently reclassified to profit or loss
Exchange differences on translating foreign operations		304	(539)
Total comprehensive loss for the year		(4,041)	(10,417)
Loss attributable to:
Owners of the Company		(4,041)	(10,417)
Earnings/(loss) per share		Pence	Pence
Basic and diluted loss per share – continuing operations	11	(0.0070)	(0.0178)
Basic and diluted loss per share – discontinued operations	11	(0.0003)	(0.0050)
Basic and diluted loss per share – total	11	(0.0073)	(0.0228)

The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.

Consolidated Statement of Comprehensive Income

for the Year Ended 31 December 2023

122 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

		As at	As at
		31December 2023	31 December 2022
	Note	£ 000	£ 000
Non-current assets
Intangible assets and goodwill	12	-	-
Investment	27	284	-
Property, plant and equipment		3	7
Other non-current assets		19	19
Total non-current assets		306	26
Current assets
Trade and other receivables	13	1,026	1,219
Cash and cash equivalents		5	257
Receivable from related party	14	847	-
		1,878	1,476
Assets of disposal group held for sale	26	-	6,844
Total current assets		1,878	8,320
Total assets		2,184	8,346
Current liabilities
Trade and other payables	16	4,569	4,587
Liabilities of disposal group held for sale	26	-	4,561
Total current liabilities		4,569	9,148
Net current liabilities		(2,691)	(828)
Non-current liabilities
Long-term borrowings	17	840	748
Provisions	18	575	468
Deferred tax liabilities		7	7
Total non-current liabilities		1,422	1,223
Net liabilities		(3,807)	(2,025)
Equity attributable to owners of the parent
Share capital	15	5,989	5,897
Share premium		25,396	25,269
Share-based payment reserve	24	7,969	5,871
Other reserves		(11,048)	(11,413)
Retained losses		(32,113)	(27,649)
Total equity		(3,807)	(2,025)

The above consolidated statement of financial position should be read in conjunction with the accompanying notes. The consolidated

financial statements on pages 121-176 were approved and authorised for issue by the Board on 30 April 2024 and signed on its behalf by:

Mr. Alessandro Zamboni Mr. David Bull

CEO and Executive Director Independent Non-Executive Director and Chair of Audit Committee

Supply@ME Capital plc - Registration number: 03936915

Consolidated Statement of Financial Position

As at 31 December 2023

123 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

Consolidated Statement of Changes in Equity

for the Year Ended 31 December 2022

					Share-
					based		Reverse	Foreign
		Share	Share	Other	payment	Merger	takeover	currency	Retained
		capital	premium	reserves*	reserve	reserve*	reserve*	reserve*	losses	Total
	Note	£ 000	£ 000	£ 000	£ 000	£ 000	£ 000	£ 000	£ 000	£ 000
At 1 January 2022		5,486	18,171	21	2,018	226,905	(237,834)	18	(16,209)	(1,425)
Loss for the year		-	-	-	-	-	-	-	(9,878)	(9,878)
Forex retranslation difference		-	-	-	-	-	-	(539)	-	(539)
		5,486	18,171	21	2,018	226,905	(237,834)	(521)	(26,087)	(11,841)
Issuance of new shares	15	406	10,396	-	-	-	-	-	-	10,802
Costs incurred in connection with the issuance of new ordinary shares		-	(4,024)	-	-	-	-	-	(1,605)	(5,629)
Credit to equity for issue of warrants	24	-	-	-	5,292	-	-	-	-	5,292
Exercise of Open Offer Warrants	15	1	31	-	(40)	-	-	-	40	32
Credit to equity for prior year
acquisition related earn-out
payments		-	-	-	172	-	-	-	-	172
Settlement of prior year acquisition
related earn-out payments	15	4	695	-	(699)	-	-	-	-	-
Debit to equity for current year
and future acquisition related
earn-out payments		-	-	-	(883)	-	-	-	-	(883)
Equity settled employee share- based payment schemes		-	-	-	11	-	-	-	-	11
Pension plan actuarial gain or loss		-	-	16	-	-	-	-	-	16
Subsidiaries disposed of during the year		-	-	-	-	-	-	-	3	3
At 31 December 2022		5,897	25,269	37	5,871	226,905	(237,834)	(521)	(27,649)	(2,025)

* The other reserves balance in the consolidated statement of financial position represents an aggregate of other reserves, the merger relief reserve, the

reverse takeover reserve and the foreign currency reserve.

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

124 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

					Share-
					based		Reverse	Foreign
		Share	Share	Other	payment	Merger	takeover	currency	Retained
		capital	premium	reserves*	reserve	reserve*	reserve*	reserve*	losses	Total
	Note	£ 000	£ 000	£ 000	£ 000	£ 000	£ 000	£ 000	£ 000	£ 000
At 1 January 2023		5,897	25,269	37	5,871	226,905	(237,834)	(521)	(27,649)	(2,025)
Loss for the year		-	-	-	-	-	-	-	(4,345)	(4,345)
Foreign currency translation
reserve reclassified to comprehensive income on disposal of 81% of TradeFlow		-	-	-	-	-	-	62	-	62
Forex retranslation difference		-	-	-	-	-	-	304	-	304
		5,897	25,269	37	5,871	226,905	(237,834)	(155)	(31,994)	(6,004)
Issuance of new shares	15	90	2,160	-	-	-	-	-	-	2,250
Costs incurred in connection
with the issuance of new
ordinary shares		-	(1,971)	-	-	-	-	-	-	(1,971)
Credit to equity for issue of warrants	24	-	-	-	1,717	-	-	-	-	1,717
Exercise of Open Offer
Warrants	15	2	70	-	(95)	-	-	-	95	72
Increase in fair value of previously issued warrants		-	(132)	-	346	-	-	-	(214)	-
Equity settled employee share
based payment schemes		-	-	-	130	-	-	-	-	130
Pension plan acturial gain or loss		-	-	(1)	-	-	-	-	-	(1)
At 31 December 2023		5,989	25,396	36	7,969	226,905	(237,834)	(155)	(32,113)	(3,807)

* The other reserves balance in the consolidated statement of financial position represents an aggregate of other reserves, the merger relief reserve, the

reverse takeover reserve and the foreign currency reserve.

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

Consolidated Statement of Changes in Equity

for the Year Ended 31 December 2023

125 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

		Year ended	Year ended
		31 December 2023	31 December 2022
	Note	£ 000	£ 000
Cash flows from operating activities
Loss before interest and tax for the year from continuing operations		(4,077)	(5,729)
Loss before interest and tax for the year from discontinued operations		(115)	(1,955)
Total loss for the year before interest and tax		(4,192)	(7,684)
Adjustments for non-cash acquisition related costs
Acquisition related earn-outs		-	(710)
Amortisation of intangible assets arising on acquisition	26	442	846
Adjustment for impairment charge
Impairment charges	6	384	1,843
Adjustment for fair value on investments
Fair value adjustments to investments	27	68	-
Adjustments for non-cash costs related to the disposal of the discontinued operations
Foreign currency translation loss reclassified to comprehensive income	26	62	-
Profit on disposal of 81% of TradeFlow	26	(718)	-
		238	1,979
Other non-cash adjustments		137	(134)
Other depreciation and amortisation		81	51
Increase to provisions		118	110
Decrease/(increase) in accrued income		5	(38)
Decrease/(increase) in trade and other receivables		401	(44)
(Decrease)/increase in trade and other payables		(759)	1,158
Other decreases/(increases) in net working capital		385	337
Net cash flows from operations		(3,586)	(4,265)
Interest paid in cash		(47)	(14)
Income taxes paid in cash in respect of prior period amounts owing		-	(276)
Net cash flow from operating activities		(3,633)	(4,555)
Cash flows from investing activities
Purchase of intangible assets	12	(458)	(1,175)
Increase in other non-current assets		-	(18)
Purchase of tangible assets		-	(4)
Cash inflow due to consideration received from related party on disposal of discontinued operations		1,228	-

Consolidated Statement of Changes in Cash Flows

for the Year Ended 31 December 2023

126 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

Consolidated Statement of Changes in Cash Flows

for the Year Ended 31 December 2023

		Year ended	Year ended
		31 December 2023	31 December 2022
	Note	£ 000	£ 000
Cash outflow on disposal of discontinued operations	26	(324)	-
Net cash flows from investing activities		446	(1,197)
Cash flows from financing activities
Net cash inflow from new long-term borrowings		655	2,334
Cash repayment of existing long-term borrowings		(105)	-
Cash inflow from issue of new ordinary shares		2,322	7,013
Cost of share issue paid in cash	25	(254)	(231)
Other finance costs paid in cash		(6)	(425)
Cash inflow from convertible loan notes		-	1,500
Cash repayment of loan notes and convertible loan notes		-	(5,572)
Net cash flows from financing activities		2,612	4,619
Net movement in cash and cash equivalents		(575)	(1,133)
Foreign exchange differences to cash and cash equivalents on consolidation		(1)	(13)
Cash and cash equivalents at 1 January		581	1,727
Cash and cash equivalents at 31 December		5	581

Significant non-cash transactions

During the year ended 31 December 2023, there were no significant non-cash transactions.

During the prior year ended 31 December 2022, the Group reported the following significant non-cash transactions:

> A total of 5,298,382,757 new ordinary shares were issued during the prior year to extinguish £3,274,166 principle value of

convertible loan notes; and

> 213,525,520 new ordinary shares were issued during the prior year to settle the acquisition related earn-out payments for

the financial year ended 31 December 2021.

The reconciliation of the movement in net debt is set out in note 23.

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.

127 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2023

1 General information

Supply@ME Capital plc is a public limited company incorporated

in England and Wales. The address of its registered office is

27/28 Eastcastle Street, London, W1W 8DH, United Kingdom.

Supply@ME Capital’s shares are listed on the Standard List

of the main market of the London Stock Exchange.

These consolidated financial statements have been

prepared in accordance with UK adopted International

Accounting Standards.

The financial statements of the Group, consisting of Supply@

ME Capital plc (the “Company”) and its subsidiaries (the

“Group”), are presented in Pounds Sterling and all values are

rounded to the nearest thousand pounds (£’000) except

when otherwise stated.

These consolidated financial statements have been prepared

in accordance with the accounting policies set out below, which

have been consistently applied to all the years presented.

2 Accounting policies

Going concern

As at 31 December 2023 the Group had a cash and cash

equivalents balance from continuing operations of £5,000

(31 December 2022: £257,000 cash and cash equivalents

from continuing operations, £324,000 cash and cash

equivalents from discontinued operations). The Group’s

consolidated net current liabilities of £2,691,000 as at 31

December 2023, compared to a consolidated net current

liability position of £828,000 as at 31 December 2022.

The Group has posted a total comprehensive loss for

the year ended 31 December 2023 of £4,041,000 (2022:

comprehensive loss of £10,417,000) and retained losses

as at 31 December 2023 were £32,113,000 (31 December

2022: retained losses £27,649,000).

Funding secured during 2023

During the year ended 31 December 2023, the Group

continued to source additional funding with the primary aim

of allowing it to meet its working capital and growth needs

as it focuses on scaling up the Group’s business model

and the continued investment into the Group’s Platform. In

sourcing this new funding, the focus has been on creating

a more stable source of Group funding. These new sources

of funding were announced in conjunction with the issue of

the 2022 Annual Report on 28 April 2023 and the interim

results for the six month period ended 30 June 2023 on 29

September 2023. These new sources of funding included:

> the subscription agreement with Venus Capital S.A.

(“Venus Capital”) dated 28 April 2023 for the issue of the

4,500,000 new ordinary shares (the “Subscription Shares”)

at £0.0005 per Subscription Share (the “Subscription

Agreement”). The issue of the Subscription Shares raised

gross proceeds of £2,250,000 during the first six months

of the year (the “2023 Venus Subscription”);

> the fixed term unsecured working capital loan

agreement with The AvantGarde Group S.p.A (“TAG”),

the Group’s major shareholder, dated 28 April 2023

(the “TAG Unsecured Working Capital facility”), which

was then amended on 30 June 2023 in conjunction

with the finalisation of the disposal of the 81% stake

in ownership of TradeFlow Capital Management Pte.

Limited (“TradeFlow”) (the “TradeFlow Restructuring”). On

30 June 2023, the Company issued a draw down notice

to TAG under the amended TAG Unsecured Working

Facility for the full £800,000 of funding available under

this facility. As at 31 December 2023, £250,000 had been

received from TAG in respect of this facility. As set out in

note 30, subsequent to 31 December 2023, and prior

to the issue of these financial statements, the remaining

£550,000 had been received from TAG. Additionally, on

26 March 2024, the Company and TAG signed a second

deed of amendment agreement, which allowed the full

outstanding amount of the amended TAG Unsecured

Working Capital facility to be extinguished by the issue of

1,500,000,000 new ordinary shares issued to TAG on 28

March 2024; and

> the top up unsecured shareholder loan agreement

with TAG, dated 28 September 2023 (“TAG Top-Up

Shareholder Loan Agreement”), details of which are set

out below:

a) The ability of the Company to draw down up to £3.5

million in monthly instalments over the period to 30

June 2025;

b) On a monthly basis the Board will assess (acting in

good faith and in its sole and absolute discretion)

if the Group’s projected cash balance on the last

business day of the coming calendar month will be

less than £250,000 following the Group’s scheduled

balance of receipts and payments for the next month

by reference to, inter alia, the Group’s contracted

receivables, revenues and payables due for receipt

or payment in the next month, the Group’s contracted

fixed operating expenditure and/or capital expenditure

due for payment in the next month, the cash inflows

in the next month arising from any warrants that

have been contractually exercised and any projected

unrestricted cash amounts resulting from any

contractually agreed alternative equity, debt or hybrid

financing (including, but not limited to, pursuant to a

pre-emptive offering of ordinary shares and a non-pre-

emptive offering of ordinary shares) for such month;

128 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2023

c) If the above assessment results in the Group’s

projected cash balance on the last business day

of the coming calendar month being less than

£250,000, the Company may draw down an amount

under the TAG Top-Up Shareholder Loan Agreement

which is no greater than the GBP amount to ensure

that the Group’s bank balances in the coming month

shall be equal to £250,000;

d) Repayment of any sum drawn down under the TAG

Top-Up Shareholder Loan Agreement will be due

five calendar years (calculated on the basis of a year

of 360 days) from the date which funds are received

by the Company subject to the relevant draw down

request; and

e) Any sums drawn down by the Company under

the TAG Top-Up Unsecured Shareholder Loan will

attract a non-compounding interest rate of 10%

per annum, and any principal amount (excluding

accrued interest) outstanding on a relevant due date

shall attract a compounding rate of 15% per annum

thereafter. Interest will be due to be paid annually on

31 March of each relevant calendar year.

As at 31 December 2023, the Company had issued draw

down notices to TAG for a total amount of £969,000 under

the Top-Up Shareholder Loan Agreement, however the

full amount of this draw down was outstanding. As set out

in note 30, subsequent to 31 December 2023, and prior

to the issue of these financial statements, the Company

issued additional draw down notices under the Top-Up

Shareholder Loan Agreement to the value of £779,000 and

had received £nil from TAG in respect of this facility.

In addition to the new sources of funding securing during 2023,

which have been highlighted above, the Company completed

the TradeFlow Restructuring on 30 June 2023 and the remaining

cash proceeds that were due from the buyers of TradeFlow

(the “Buyers”) as a result of this transaction was £2,000,000.

TAG assumed this £2,000,000 obligation of the Buyers by way

of a deed of novation also signed on 30 June 2023 (“Deed

of Novation”) and in exchange received consideration TAG

acquired 1,026,525,520 existing ordinary shares of nominal

value £0.00002 each in the capital of the Company from the

Buyers. This £2,000,000 was due in tranches and the final

tranche was due to be payable by 31 January 2024.

As at 31 December 2023, £1,228,000 of the £2,000,000 due

under the Deed of Novation had been repaid by TAG to the

Company. The payment had been received through a split of

£771,000 in cash, £421,000 by way of formal debt novation

agreements with specific suppliers whereby the debt held by

the Group companies was novated to TAG with no recourse

to the Group companies, and £36,000 by way of offset

against amounts owed by the Group companies to TAG.

The Company is now charging a late fee to TAG calculated

at a compounding rate of 15% per annum on any amounts

of the instalments not transferred to the Company by the

relevant due date. As set out in note 30, subsequent to 31

December 2023, and prior to the issue of these financial

statements £655,000 of the £772,000 outstanding at 31

December 2023 was repaid through the combination of

cash payments and the offsetting of amounts due to TAG

from the Group, leaving a remaining balance of £117,000.

Taking into consideration the factors above and in order to

consider their assessment of the Group as a going concern,

the Directors have reviewed the forecast cash flows for

the next 12 months from approval of these consolidated

financial statements. The cash flow forecasts take into

account that the Group meets its day to day working capital

requirements through its available and committed cash

resources. The Directors have prepared the forecast using

their best estimates, information and judgement at this time,

including the receipt of cash that is contractually committed

under the TAG Top-Up Shareholder Loan Agreement. The

Directors have also considered the expected cash flows

arising from the use of the Group’s innovative Platform to

facilitate Inventory Monetisation transactions. This reflects

the fact that the Directors expect the Group to continue

to prove the concept of its business model and to fully

operationalise in the near future following the progress

steps that have made to date.

Despite the facts outlined above, there continues to be an

absence of a historical recurring track record relating to

multiple Inventory Monetisation transactions being facilitated

by the Group’s Platform and the Group being cash flow

positive. As such the Directors have prudently identified

uncertainty in the cash flow model. This uncertainty arises

with respect to both the future timing and growth rates of the

forecast cash flows arising from the Group’s multiple Inventory

Monetisation revenue streams. In this regard, if these future

revenues are not secured as the Directors envisage, it is

possible that the Group will have a shortfall in cash and require

additional funding during the forecast period. In addition the

cash inflows arising from the TAG Top-Up Shareholder Loan

Agreement have not yet been fully received. These amounts

have been factored into the cash flow forecast in line with the

contractual commitments received from the counterparty and/

or the latest updates from TAG. As such, there is a risk that

these cash flows might not be received or might not reach

the Group in the time frame expected despite the contractual

commitment in place.

On the basis of the factors identified in the above paragraph,

the Directors believe there are material uncertainties

which may cast significant doubt upon the entities ability to

continue as a going concern.

2 Accounting policies

129 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

The Directors do however remain confident in the business

model and believe the Group could be managed in a way to

allow it to meet its ongoing commitments and obligations

through mitigating actions including cost saving measures and

securing alternative sources of funding should this be required.

As such the Directors consider it appropriate to prepare

these annual consolidated financial statements on a going

concern basis and have not included the adjustments that

would result if the Company and Group were unable to

continue as a going concern.

Adjusted performance measures

Management believes that adjusted performance measures

provide meaningful information to the users of the accounts

on the operating performance of the business. Accordingly,

the adjusted measure of operating profit from continuing

operations excludes, where applicable, impairment charges

and fair value adjustments. These terms are not defined

terms under IFRSs and may therefore not be comparable

with similarly titled profit measures reported by other

companies. They are not intended to be a substitute for,

or superior to, GAAP measures. The items excluded from

adjusted results are those items that are charged to the

consolidated statement of comprehensive income due

to the impairment of the Group’s intangible assets or

investments. They are not influenced by the day-to-day

operations of the Group.

Basis of consolidation

The Group financial statements consolidate those of the

Company and its subsidiary undertakings drawn up to 31

December 2023. Subsidiaries are entities over which the

Group has control. Control comprises an investor having

power over the investee and is exposed, or has rights, to

variable returns from its involvement with the investee and

has the ability to affect those returns through its power.

Subsidiaries are fully consolidated from the date on which

control is transferred to the Group. They are deconsolidated

from the date that control ceases.

The TradeFlow Restructuring transaction was completed

on 30 June 2023 and at this point the Company reduced

its ownership in TradeFlow from 100% to 19% by selling

81% of the issued share capital to Tom James and John

Collis. As such from 30 June 2023, TradeFlow was no longer

consolidated into the Group’s results and the profit on

disposal of the 81% of TradeFlow has been recognised in the

statement of comprehensive income.

Supply@ME Technologies S.r.l. was incorporated by the

Company in Italy on 25 March 2022 for the purpose of holding

the Group’s intellectual property rights relating to the Platform

together with future developments in a dedicated entity.

Intra-group balances and transactions, and any unrealised

income and expenses arising from intra-group transactions,

are eliminated. Unrealised losses are eliminated in the same

way as unrealised gains, but only to the extent that there is

no evidence of impairment.

New and revised accounting standards and

interpretations

There are no new and revised standards that have a material

impact on the entity in the current or future reporting

periods and on foreseeable future transactions.

New standards, interpretations and amendments not

yet effective

There are no new standards that are issued but not yet

effective which would be expected to have a material impact

on the Company in the current or future reporting periods

or on foreseeable future transactions.

Business Combinations

The acquisition of subsidiaries and businesses are

accounted for using the acquisition method under IFRS 3

(“Business Combinations”).

Measurement of consideration

The consideration for each acquisition is measured at the

aggregate of the fair values, at the date of exchange, of

assets given, liabilities incurred to former owners and equity

instruments issued by the Group in exchange for control of

the acquiree.

Acquisition related earn-out payments (deemed

remuneration)

In accordance with the IFRS Interpretations Committee’s

interpretation of paragraph B55 of IFRS 3 (“Business

Combinations”), the cost of the business combination

excludes consideration which requires post-acquisition

service obligations to be performed by the selling shareholders.

In the event that the deemed remuneration is to be equity

settled under IFRS 2 (“Share-Based Payments”), the fair value

is determined at the grant date and then charged to the

consolidated statement of comprehensive income over the

period of the service obligations.

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130 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2023

Fair value assessment

Identifiable assets acquired and liabilities and contingent

liabilities assumed in a business combination are measured

initially at their fair values at the acquisition date. Where the

fair value of the assets and liabilities at acquisition cannot be

determined reliably in the initial accounting, these values are

considered to be provisional for a period of 12 months from

the date of acquisition. If additional information relating to

the condition of these assets and liabilities at the acquisition

date is obtained within this period, then the provisional

values are adjusted retrospectively. This includes the

restatement of comparative information for prior periods.

Intangible assets arising on business combinations are

recognised initially at fair value at the date of acquisition.

Subsequently they are carried at cost less accumulated

amortisation and impairment charges.

Goodwill

Goodwill arises where the consideration of the business

combination exceeds the Group’s interest in the net fair

value of the identifiable assets, liabilities and contingent

liabilities recognised. This is recognised as an asset and is

tested annually for impairment. The identifiable assets and

liabilities acquired are incorporated into the consolidated

financial statements at their fair value to the Group.

Transaction costs

Transaction costs associated with the acquisition are

recognised in the consolidated statement of comprehensive

income as incurred and separately disclosed due to the

nature of this expense.

Investment in equity instruments

The Group measures its investments in equity instruments,

where no significant influence or control exists, at fair value

with any changes recognised through the statement of

comprehensive income.

Intangible assets

Goodwill

Goodwill arising on consolidation is recognised as an asset.

Following initial recognition, goodwill is subject to impairment

reviews, at least annually, and measured at cost less

accumulated impairment losses. Any impairment is

recognised immediately in the consolidated statement of

comprehensive income and is not subsequently reversed.

Other intangible assets

a) Internally developed Inventory Monetisation (“IM”) platform

The core activity of the existing Supply@ME business is the

creation and marketing of a software-driven secure platform

(the “IM Platform”) that can be used for the facilitation,

recording and monitoring of Inventory Monetisation (“IM”)

transactions between third party client companies and

segregated trading companies (known as stock companies).

The software modules which form part of the IM Platform

can also be used, through a White-Label model, by third

party banks in order for them to deploy their own inventory

backed financial products. The internally generated IM

Platform includes not only the software but also:

> the methodologies and business policies underpinning

each IM transaction

> the legal and accounting frameworks required to support

each IM transaction

> the technical infrastructure (cloud environment, distributed

ledger technology) used to support each IM transaction.

Associated with this core activity are significant product

development requirements and expenditure in order to

develop compliance with legal, regulatory, accounting,

valuation and insurance criteria. This expenditure includes

software and infrastructure development, intellectual

property (“IP”) related costs and professional fees related to

the development of legal and accounting infrastructure.

Research expenditure is written off in the year in which it

is incurred. Expenditure on internally developed products,

in particular the IM Platform, is capitalised if it can be

demonstrated that:

> it is technically and commercially feasible to develop the

asset for future economic benefit;

> adequate resources are available to maintain and

complete the development;

> there is the intention to complete and develop the asset

for future economic benefit;

> the company is able to use the asset;

> use of the asset will generate future economic benefit; and

> expenditure on the development of the asset can be

measured reliably.

Where these costs are capitalised, they are initially measured

at cost and are amortised over their estimated useful

economic lives, considered to be 5 years, on a straight-line

basis. Amortisation of this internally developed IM platform is

charged within cost of sales in the consolidated statement of

comprehensive income.

Amortisation methods and useful lives are reviewed at each

reporting date and adjusted if appropriate. The carrying amount

is reduced by any provision for impairment where necessary.

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131 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

b) Acquired intangible assets

Intangible assets arising on business combinations are

recognised initially at fair value at the date of acquisition.

Subsequently they are carried at cost less accumulated

amortisation. As the acquired intangible assets recognised

by the Group during the year ended 31 December 2022 and

31 December 2023 arose on the acquisition of TradeFlow,

the amortisation of acquired intangible assets is charged

within loss from discontinued operations in the consolidated

statement of comprehensive income.

The estimated useful lives of the acquired intangible assets

are set out below:

Customer relationships 13 years

Brand (TradeFlow) 5 years

Commodity Trade Risk Management (“CTRM”)

software 5 years

Artificial Intelligence and back-office (“AI”)

software 5 years

Amortisation methods and useful lives are reviewed at each

reporting date and adjusted if appropriate. The carrying amount

is reduced by any provision for impairment where necessary.

Impairment

At each balance sheet date, the Group reviews the carrying

amounts of its intangible assets to determine whether

there is any indication that those assets have suffered

an impairment loss. If any such indication exists, the

recoverable amount of the asset is estimated in order to

determine the extent of any impairment loss. Where the

asset does not generate cash flows that are independent

from other assets, the Group estimates the recoverable

amount of the cash-generating unit to which the asset

belongs. Recoverable amount is the higher of fair value less

costs to sell and value in use.

In assessing value in use, the estimated future cash flows

are discounted to their present value using a pre-tax

discount rate that reflects current market assessments of

the time value and the risks specific to the asset for which

the estimates of future cash flows have not been adjusted. If

the recoverable amount of an asset (or cash-generating unit)

is estimated to be less than its carrying amount, the carrying

amount of the asset (or cash-generating unit) is reduced to its

recoverable amount.

An impairment loss is recognised as an expense immediately.

Where an impairment loss subsequently reverses, the

carrying amount of the asset (or cash-generating unit) is

increased to the revised estimate of its recoverable amount,

but so that the increased carrying amount does not exceed

the carrying amount that would have been determined had

no impairment loss been recognised for the asset (or cash-

generating unit) in prior years. A reversal of an impairment

loss is recognised as income immediately.

Revenue recognition

Revenue for the Group is measured at the fair value of the

consideration received or receivable. The Group recognises

revenue when the performance obligation is satisfied,

the amount of revenue can be reliably measured and it

is probable that future economic benefits will flow to the

entity. Currently the Group’s revenues are recognised at the

point when the relevant performance obligation has been

satisfied, this can result in all the revenue being recognised a

specific point in time or over time as detailed below.

Following the TradeFlow Restructuring the Group is now

focussed on its core business lines:

> IM transactions from the pipeline originated by the Group

and funded by third-party investors (“Open Market IM”); and

> IM deals with local commercial banks and their client

companies (“White-Label IM”).

The Group recognises revenue from the following activities:

a) Open Market IM - Due diligence fees:

This revenue arises from due diligence services performed

by the Group in relation to the potential client companies.

This due diligence covers topics such as the client’s financial

information, operations, credit rating and analysis of its

inventory. Given the stage of the Group’s development, and

the evolution of the Group’s contracting arrangements, the

due diligence revenues recognised by the Group to date

have been limited. Further details are provided below:

Historical contractual arrangements - Prior to June 2020, the

Group’s contractual arrangements required the client to

make a down payment intended to remunerate the Group

for the due diligence services being provided. However,

these agreements did not clearly identify the Group’s

performance obligation and such down payments were also

refundable under certain circumstances and up to the point

when the Platform was able to be used for the first time by

the client companies.

Due to the above circumstances, these down payments

have not been recognised as revenue under IFRS 15

(“Revenue from Contracts with Customers”) until the specific

performance obligation, being the use of the Group’s

Platform for the first time, has been satisfied by the Group.

Until such time, these amounts have been recognised as

2 Accounting policies

132 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2023

deferred income in the statement of financial position, or

as other payables in the case where a refund has been

requested (due to the current delays being experienced by

the Group), but not yet paid as at the balance sheet date.

Current contractual arrangements - Post June 2020, the

Group updated its contractual arrangements to specifically

identify a separate performance obligation in relation to the

completion of the due diligence services being provided by

the Group, also considering the actual benefits the client

companies can directly obtain from such activities, even

in the case where the Inventory Monetisation transaction

does not take place. In these contracts, the due diligence

fees are paid in advance by the client companies, and the

revenue is recognised when the Group has successfully

fulfilled its performance obligation, being the completion

of the due diligence service and communication to the

client in this respect through the issuance of a detailed due

diligence report. Prior to the completion of the performance

obligation, the due diligence fees received are held on the

balance sheet as deferred income.

In order to conclude if the performance obligations have

been successfully fulfilled, management currently assess this

on a client-by-client basis to ensure that the control of the

due diligence has been transferred to the client company. In

developing this accounting policy management have made

the assessment that the due diligence services result in a

distinct beneficial service being provided to client companies

as the information provides insight into their business which

can also be used for alternative purposes as well (such as

client companies business and operational optimisation).

This is also referred to the critical accounting judgements

and sources of estimation uncertainty note.

b) Open Market IM – Origination fees:

This revenue arises from origination of the contracts

between the client company wishing to have their Inventory

Monetised and the independent stock (trading) company

that purchased the inventory from the client company. Given

the stage of the Group’s development, and the evolution of

the Group’s contracting arrangements, as at 31 December

2023, the Group had facilitated two IM transactions over

its IM Platform and therefore had received origination fees

from two client companies, one of which took place during

the year ended 31 December 2022 and the other during

the year ended 31 December 2023. The non-refundable

origination fees received from the client company relates

to the fee payable to the Group at the point in time the

client company enters into binding contracts with the stock

(trading) company to purchase its inventory. The Group have

recognised the non-refundable origination fee as revenue at

the point in time that the fee becomes receivable from the

client company. This is consistent with the fact that there are

no performance obligations that remain to be completed by

the Group relating to this fee at this point in time.

c) Open Market IM – IM Platform usage fees:

This revenue arises from usage of the Group’s IM Platform

by the independent stock (trading) company to facilitate the

purchase of the inventory from the client company. Given

the stage of the Group’s development, and the evolution of

the Group’s contracting arrangements, as at 31 December

2023, the Group had facilitated two IM transactions over

its IM Platform and therefore had received IM Platform

usage fees from the independent stock (trading) company

in respect of these two IM transactions only. Management

concluded that the usage of the IM Platform granted by

the Group to the stock (trading) company represented

a Software as a Service (“Saas”) contract and as such the

annual IM Platform usage fees are recognised over time in

line with the time period covered by the contract as required

by IFRS 15 (“Revenue from Contracts with Customers”). As

the annual IM Platform usage fees are received by the Group

at the beginning of the annual period, any unrecognised

amounts are held on the balance sheet as deferred income.

d) Open Market IM – IM service fees:

This revenue arises as a result of the service fees charged by

the Group to the independent stock (trading) company as

remuneration for the support and administration activities,

such as the monitoring of the inventory purchased, the

Group performs in connection with the use of the Group’s IM

Platform. Given the stage of the Group’s development, and the

evolution of the Group’s contracting arrangements, as at 31

December 2023, the Group had facilitated two IM transactions

over its IM Platform and therefore had received IM service

fees from the independent stock (trading) company in respect

of two IM transactions only. Management concluded that the

support and administration activities performed in exchange

for these fees represent separately identifiable performance

obligation and as such the annual fees are recognised over

time in line with the time period covered by the contract

as required by IFRS 15 (“Revenue from Contracts with

Customers”). These service fees are accrued up to the point

the fees are received and then any unrecognised amounts are

held on the balance sheet as deferred income.

Cost of Sales

Cost of sales represents those costs that can be directly

related to the sales effort. At this early stage in the Group’s

development, the cost of sales includes both the costs

of the work force who are engaged in the due diligence

related processes, the amortisation of the costs relating

to the internally developed IM platform, and any external

costs directly related to the completion of the due diligence

activities. Management regard these items as the direct

2 Accounting policies

133 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

costs associated with generating the Open Market IM

revenue; in line with similar fintech companies.

Leases

The Group does not have any material lease arrangements

that would be required to be accounted for under IFRS

16 (“Leases”). In addition, in accordance with IFRS 16

(“Leases”), any short term leases costs are recognised in the

consolidated statement of comprehensive income in the

period which is covered by the term of the lease.

Property, Plant and equipment

Recognition and measurement

All property, plant and equipment is stated at cost less

accumulated depreciation and impairment. The costs of

the plant and equipment is the purchase price plus any

incidental costs of acquisition. Depreciation commences at

the point the asset is brought into use.

If there is any indication that an asset’s value is less than it’s

carrying amount an impairment review is carried out. Where

impairment is identified an asset’s value is reduced to reflect this.

The residual values and useful economic lives of plant and

equipment are reviewed by management on an annual basis

and revised to the extent required.

Depreciation

Depreciation is charged to write off the cost, less estimated

residual values, of all plant and equipment equally over their

expected useful lives. It is calculated at the following rates:

> Computers and IT equipment at 33% per annum.

Tax

The tax expense for the period comprises current tax,

including any associated penalties and late payment charges.

Tax is recognised in profit or loss, except that a charge

attributable to an item of income or expense recognised as

other comprehensive income is also recognised directly in

other comprehensive income.

Deferred tax is recognised on temporary differences

between the carrying amounts of assets and liabilities in the

consolidated financial statements and the corresponding

tax bases used in the computation of taxable profit and

is accounted for using the statement of financial position

method. Deferred tax liabilities are generally recognised for

all taxable temporary differences and deferred tax assets

are recognised to the extent that it is probable that taxable

profits will be available against which deductible temporary

differences can be utilised. Such assets and liabilities are not

recognised if the temporary difference arises from goodwill

or from the initial recognition (other than in a business

combination) of other assets and liabilities in a transaction that

affects neither the taxable profit nor the accounting profit.

The carrying amount of any deferred tax assets is reviewed at

each statement of financial position date and reduced to the

extent that it is no longer probable that sufficient taxable profits

will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected

to apply in the period when the liability is settled or the

asset realised based on tax rates that have been enacted or

substantively enacted at the statement of financial position

date. Deferred tax and current tax are charged or credited

to profit or loss, except when it relates to items charged

or credited in other comprehensive income or directly to

equity, in which case the deferred tax is also recognised in

other comprehensive income or equity respectively.

In line with IAS 1 (“Presentation of Financial Statements”) any

deferred tax assets have been classified as non-current assets.

Cash and cash equivalents

Cash and other short-term deposits in the statement of

financial position comprise cash at banks and in hand

and short-term deposits with an original maturity of three

months or less and where there is an insignificant risk of

changes in value. In the consolidated cash flow statement,

cash and cash equivalents consist of cash and cash

equivalents as defined above.

Functional and presentation currencies

The consolidated financial statements are presented in

pounds sterling (£), the Company’s functional currency.

Foreign currency

The main currencies for the Group are the euro (EUR), pounds

sterling (GBP), US dollars (USD) and Singapore dollars (SGD).

Foreign currency transactions and balances

Items included in the consolidated financial statements of

each of the Group’s subsidiaries are measured using their

functional currency. The functional currency of the parent

and each subsidiary is the currency of the primary economic

environment in which the entity operates.

Foreign currency transactions are translated into the

functional currency using the average exchange rates in the

month. Foreign exchange gains and losses resulting from

the settlement of such transactions and from the translation

at the reporting period end exchange rates of monetary

2 Accounting policies

134 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2023

assets and liabilities denominated in foreign currencies are

recognised in the statement of comprehensive income.

Share capital, share premium and brought forward earnings

are translated using the exchange rates prevailing at the

dates of the transactions.

See applicable exchange rates to GBP used during FY23 and

FY22 below:

		2023		2022
	Closing	Average	Closing	Average
SGD*	1.7188	1.6684	1.6218	1.7221
EUR	1.1534	1.1495	1.1276	1.1780
USD	1.2732	1.2432	1.2102	1.2495

* The 2023 Singapore dollar (“SGD”) exchange rate shown in the table above

are for the following periods, closing – 30 June 2023, average – for the six

month period ended 30 June 2023. This reflects the fact that the TradeFlow

Restructuring was finalised and completed on 30 June 2023 and TradeFlow

was deconsolidated from the Group’s results from this date.

Consolidation of foreign entities

On consolidation, results of the foreign entities are

translated from the local functional currency to pounds

sterling, the presentation currency of the Group, using

average exchange rates during the period. All assets and

liabilities are translated from the local functional currency

to pounds sterling using the reporting period end exchange

rates. The exchange differences arising from the translation

of the net investment in foreign entities are recognised

in other comprehensive income and accumulated in a

separate component of equity.

Employee benefits

Short-term employee benefits

The Group accounts for employee benefits in accordance

with IAS 19 (“Employee Benefits”).

Short-term employee benefits are expensed as the related

service is provided. A liability is recognised for the amount

expected to be paid if the Group has a present legal or

constructive obligation to pay this amount as a result of past

service provided by the employee and the obligation can be

estimated reliably.

Defined contribution pension obligations

The Group accounts for employee benefits in accordance

with IAS 19 (“Employee Benefits”).

Contributions to the Group’s defined contributions pension

scheme are charged to profit or loss in the period in which

they become payable.

Financial assets

Classification

Financial assets currently comprise trade and other receivables,

receivable from related party and cash and cash equivalents.

Recognition and measurement

Loans and receivables

Loans and receivables are mainly contractual trade

receivables and are non-derivative financial assets with fixed

or determinable payments that do not have a significant

financial component and are not quoted in an active market.

Accordingly, trade and other receivables are recognised at

undiscounted invoice price. Where applicable, a reserve for

credit risk is made at the beginning of each transaction and

adjusted subsequently through profit and loss.

Impairment provisions for trade receivables are recognised

based on the simplified approach within IFRS 9 (“Financial

Instruments”) using the lifetime expected credit losses.

During this process the probability of the non-payment

of trade receivables is assessed. This probability is then

multiplied by the amount of the expected loss arising from

default to determine the lifetime expected credit loss for the

trade receivables. For trade receivables, which are reported

net, such provisions are reported in a separate provision

account with the loss being recognised within administrative

expenses in the consolidated statement of comprehensive

income. On confirmation that the trade receivable will not be

collectable, the gross carrying value of the asset is written off

against the associated provision.

Financial liabilities

Classification

Financial liabilities comprise trade and other payables, long-

term borrowings, loan notes and convertible loan notes.

Recognition and measurement

Trade and other payables

Trade and other payables are initially recognised at fair value

less transaction costs and thereafter carried at amortised cost.

Long-term borrowings and loan notes

Interest bearing long-term borrowings and loan notes and

are initially recorded at the proceeds received, net of direct

issue costs (including commitment fees, introducer fees

and the fair value of warrants issued to satisfy issue costs).

Finance charges, including direct issue costs, are accounted

for on an amortised cost basis to the consolidated

statement of comprehensive income using the effective

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135 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

interest method and are added to the carrying amount of

the instrument to the extent that they are not settled in the

period in which they arise. The carrying value of the loan

notes have been adjusted for any principal repayments

made since inception.

Convertible loan notes

Convertible loan notes that were issued by the Group in

the prior period were recorded at the fair value of the

convertible loan notes issued, net of direct issue costs

including commitment fees. Finance charges, including direct

issue costs, were accounted for on an amortised cost basis

to the consolidated statement of comprehensive income

using the effective interest method and are added to the

carrying amount of the instrument to the extent that they

are not settled in the period in which they arise. The carrying

value of the convertible loan notes were adjusted to take

into account the fair value of those notes that have been

converted into new ordinary shares since inception.

Provisions

Provisions are recognised when the Group has a present

legal or constructive obligation as a result of a past event,

it is probable that the Group will be required to settle the

obligation and the amount can be reliably estimated.

Share-based payments

Equity-settled share-based payments relate to the warrants

issued in connection with the cost of issuing new equity, loan

notes and convertible notes during the relevant year, and

acquisition related earn-out payments.

Share warrants

Certain equity-settled share-based payments relate to the

warrants issued in connection with the cost of issuing new

equity, loan notes and convertible loan notes. These equity-

settled share-based payments are measured at the fair value

of the equity instruments at the grant date. The fair value

excludes the effect of non-market-based vesting conditions.

Details regarding the determination of the fair value of these

equity-settled share-based transactions are set out in note 24.

The fair value determined at the grant date of the equity-

settled share-based payments relating to the warrants

issued in connection with the issue of equity are netted off

against the amount of share premium that is recognised in

respect of the share issue to which they directly relate. Any

amounts in excess of the share premium recognised, are

netted off against retained losses.

The fair value determined at the grant date of the equity-settled

share-based payments relating to the warrants issued in

connection with the issue of loan notes, convertible loan notes or

other debt instruments are netted off against the fair value of the

underlying loan notes, convertibles loan notes to which they directly

relate. The fair value is then expensed together with the other related

finance costs on an amortised cost basis to the Group’s statement of

comprehensive income using the effective interest method.

If there are any subsequent modifications made to any of

the terms of equity-settled share-based payments relating

to the warrants issued by the Group, the change in fair value

is calculated as the difference between the fair value of the

modified equity-settled share-based payment and that of the

original equity-shared share-based payment. This calculation

relates to any warrants that are still outstanding and have

not been converted into ordinary shares at the time of the

subsequent modification. The change in the fair value is then

accounted on a consistent basis to the initial fair value.

In respect of the share-based payments, the fair value is not

revised at subsequent reporting dates, however, the fair

value is released from the share-based payment reserve at

the point in time that any of the warrants are exercised by

the third party holder.

Employee share schemes

Grants made to certain employees of the Group will

result in a charge recognised in the Group’s statement of

comprehensive income. Such grants will be measured at fair

value at the date of grant and will be expensed on a straight-

line basis over the vesting period, based on the Group’s

estimate of the shares that will eventually vest. Vesting

assumptions are reviewed during each period to ensure

they reflect current expectations.

Full details of the Group’s share-base payments refer to note 24.

Acquisition related earn-out payments

In addition, the Group previously recognised a share-based

payment reserve in connection with acquisition related

earn-out payments arising from the acquisition of TradeFlow.

The fair value of these earn-out payments were measured

using the same methods as outlined above. Given the

service conditions related to these payments are linked to

one of the Group’s current subsidiaries, the share-based

payment expense is recognised within the consolidated

financial statements as an increase to the share-based

payment reserve and through the Group’s statement of

comprehensive income. The fair value determined at the

grant date of these equity-settled share-based payments

are recognised over the vesting period on a straight-line

basis, based on the estimate of equity instruments that will

eventually vest. Vesting assumptions are reviewed during

each period to ensure they reflect current expectations

2 Accounting policies

136 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2023

and any changes required to true-up the related share-

based payment reserve are recognised through the Group’s

income statement in the relevant period.

Discontinued Operations

The Group classifies non-current assets and disposal groups

as held for sale if their carrying amount will be recovered

principally through a sale transaction rather than through

continuing use. Non-current assets and disposal groups

classified as held for sale are measured at the lower of their

carrying value and fair value less costs to sell. Costs to sell

are the incremental costs directly attributable to the disposal

of an asset (disposal group), excluding finance costs and

income tax expense.

The criteria for held for sale classification is regarded as

met only when the sale is highly probable and the asset or

disposal group is available for immediate sale in its present

condition. Actions required to complete the sale should

indicate that it is unlikely that significant changes to the

sale will be made or that decisions to sell will be withdrawn.

Management must be committed to the plan to sell the

asset and the sale expected to be completed within one year

from the date of the classification.

Assets and liabilities classified as held for sale are presented

separately in the balance sheet.

A disposal group qualifies as a discontinued operation if it is

a component of an entity that either has been disposed or,

is classified as held for sale, and:

> Represents a separate major line of business or

geographical area of operations: and

> Is part of a single co-ordinated plan to dispose of a separate

major line of business or geographical area of operations.

Discontinued operations are excluded from the results of

continuing operations and are presented as a single amount

as profit or loss after tax from discontinued operations

in the income statements. All other notes in the financial

statements include amounts for continuing operations,

unless otherwise mentioned.

The Board considered that in light of the TradeFlow

Restructuring that commenced during the second half of

2022, the TradeFlow operations meet the criteria to be

classified as held for sale at 31 December 2022 as at this

date the details of the TradeFlow Restructuring had all been

agreed in principle between the parties and was expected

to be completed post year end together with the publication

of the 2022 Annual Report and Accounts. As a result the

TradeFlow operations were available for immediate sale in

its present condition and it was highly probable that that

sale would be completed within 12 months of 31 December

2022. The TradeFlow Restructuring was completed and

finalised on 30 June 2023 at which point the Group reduced

its ownership in TradeFlow from 100% to 19%. Prior to

completion of the TradeFlow Restructuring, the TradeFlow

operations were continued to be classified as held for sale in

the Group’s consolidated financial statements. Following the

30 June 2023, the TradeFlow operates were deconsolidated

from the Group’s financial statements.

Equity

“Share capital” represents the nominal value of equity shares

issued.

“Share premium” represents the excess over nominal value

of the fair value of consideration received for equity shares

net of expenses of the share issue.

“Other reserves” represents legal reserves in respect of

Supply@ME S.r.l. In accordance with Article 2430 of the

Italian Civil Code, Supply@ME S.r.l., a limited liability company

registered in Italy, with a corporate capital of euro 10,000 or

above shall annually allocate as a legal reserve an amount

of 5% of the annual net profit until the legal reserve will be

equal to 20% of corporate capital.

“Share-based payment reserve” represents the adjustments

to equity in respect of the fair value of outstanding share-

based payments including warrants issued in connection

with the cost of issuing new equity or debt instruments

during the relevant period, employee share schemes and

acquisition related earn-out payments.

“Merger relief reserve” represents the excess of the value

of the consideration shares issued to the shareholders of

Supply@ME S.r.l. upon the reverse takeover over the fair

value of the assets acquired.

“Reverse takeover reserve” represents the accounting

adjustments required to reflect the reverse takeover

upon consolidation. Specifically, removing the value of the

investment in Supply@ME S.r.l., removing the share capital of

Supply@ME S.r.l. and bringing in the pre-acquisition equity of

Supply@ME Capital plc.

“FX reserves” represents foreign currency translation

differences on consolidation of subsidiaries reporting under

a different functional currency to the parent company.

“Retained losses” represents retained losses of the Group. As a result

of the reverse takeover, the consolidated figures include the retained

losses of the Group only from the date of the reverse takeover

together with the brought forward losses of Supply@ME S.r.l.

2 Accounting policies

137 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

Critical accounting judgements and sources of

estimation uncertainty

The preparation of financial information in conformity with

IFRS requires the use of certain critical accounting estimates.

It also requires the Directors to exercise their judgement in

the process of applying the accounting policies which are

detailed above. These judgements are continually evaluated

by the Directors and management and are based on

experience to date and other factors, including reasonable

expectations of future events that are believed to be

reasonable under the circumstances.

The key estimates and underlying assumptions concerning

the future and other key sources of estimation uncertainty

at the statement of financial position date, that have a

significant risk of causing a material adjustment to the

carrying amounts of assets and liabilities within the next

financial period, are reviewed on an ongoing basis. Revisions

to accounting estimates are recognised in the period in

which the estimate is revised if the revision affects only that

period, or in the period of the revision and future periods if

the revision affects both current and future periods.

A number of these key estimates and underlying

assumptions have been considered as a result of specific

transactions outlined in these consolidated financial

statements. The Directors have evaluated the estimates

using historical experience and other methods considered

reasonable specific to the circumstances. The Directors

have also but also in consultation with third-party experts

where appropriate. These estimates will be evaluated on an

ongoing basis as required.

The Group believes that the estimates and judgements that

have the most significant impact on the annual results under

IAS are as set out below:

Judgements

Internally developed intangible assets

The cost of an internally generated IM platform comprises all

directly attributable costs necessary to create, produce, and

prepare the asset to be capable of operating in the manner

intended by management. During the period judgement

was required to distinguish those costs that were capable of

being capitalised under IAS 38 (“Intangible assets”) and that

costs that related to research activities, the cost of which has

been recognised as an expense during the relevant period.

Revenue recognition – assessment of performance obligations

> The Directors are required to make a judgement as

to if the due diligence services represent a distinct

performance obligation under IFRS 15 (“Revenue from

Contracts with Customers”). The Board and management

have concluded that this is indeed the case due to

the distinct beneficial service being provided to client

companies through the delivery of the due diligence

report which provide insight and information into the

business.

> The Directors are required to make a judgement as

to if the receipt of non-refundable origination fees

received from the client companies represent a distinct

performance obligation under IFRS 15 (“Revenue from

Contracts with Customers”). The Board and management

have concluded that no separately identifiable

performance obligation is carried out by the Group

associated with this fee.

Estimates

Valuation of share warrants issued

During the current financial year the Group issued share

warrants in connection with the new equity funding. In the

prior financial year the Company also issued share warrants

in connection with loan notes and certain convertible loan

notes alongside the issue of new equity. As these share

warrants were issued as a cost of securing new equity

investment or funding facilities for the Group, they fall into

the scope of IFRS 2 (“Share-based payments”). As such the

Directors were required to determine the fair value of the

equity-settled share-based payments at the date on which

they were granted. Judgement was required in determining

the most appropriate inputs into the valuation models

(Black Scholes) used and the key judgemental input was

the expected volatility rate of the Company’s share price

over the relevant period and the assumption applied in the

models were between 97% - 88% and were based the actual

volatility of the Company’s share price from the date of the

reverse takeover (being March 2020) to the date at which

the relevant valuation model was run.

The fair value cost of those share warrants that were issued

in connection with new equity funding during the financial

year ended 31 December 2023 were recognised as debits to

equity on the consolidated statement of financial position. If

the expected volatility rate was adjusted by plus 10%, then

the impact on the fair value recognised as the initial debit to

equity in the current year would have been approximately

plus £84,000. If the expected volatility rate was adjusted by

minus 10%, then the impact on the fair value recognised as

the initial debit to equity in the current year would have been

approximately minus £89,000.

The fair value cost of those share warrants that were issued

in connection with new debt funding were recognised in the

consolidated statement of comprehensive income. There

were no share warrants issued in the financial year ended 31

December 2023 that were connected with new debt funding.

2 Accounting policies

138 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2023

During the current year the expiry date of certain of

the share warrants, that had previously been issued in

connection with the issue of new equity during the year

ended 31 December 2022, was extended by 12 months. The

Directors were required to determine the change in the fair

value of these share warrants as a result of the modification

to the expiry date. To do so, the same valuation model

(Black Scholes) was used and the change in fair value was

calculated as the difference between the fair value of the

modified shared warrants and that of the original fair value.

Non-controlling discount

During the current financial year, the Group finalised and

completed the TradeFlow Restructuring in which it disposed

of 81% of its investment in TradeFlow. To determine the

accounting fair value of the retained 19% investment in

TradeFlow, management used the specifics set out in the

TradeFlow share purchase agreement dated 30 June 2023.

Further details of this calculation are set out in note 26 to these

consolidated financial statements. Following this calculation,

management then applied a discount of 25% to this fair value

calculated at 30 June 2023 to take account of the fact that

the Company no longer controls the TradeFlow operations.

This discount applied is a management judgement that will

continue to be reassessed at each reporting date. If the

discount rate was adjusted by plus 10%, then the impact on

the profit on disposal of 81% of TradeFlow recognised in the

statament of comprehensive income in the current financial

year would have been lower by £47,000. If the discount rate

was adjusted by minus 10%, then the impact on the profit on

disposal of 81% of TradeFlow recognised in the statement of

comprehensive income in the current financial year would

have been higher by £47,000.

2 Accounting policies

139 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

3 Segmental reporting

IFRS 8 (“Operating segments”) requires the Group’s operating segments to be established on the basis of the components of

the Group that are evaluated regularly by the chief operating decision maker, which has been determined to be the Board of

Directors. At this early stage of development, the Group’s structure and internal reporting is continually developing. Prior to

the acquisition of TradeFlow on 1 July 2021, the Board considered that the Group operated in a single business segment of

due diligence and all activities were undertaken in Italy.

Following the acquisition of TradeFlow, the Board of Directors managed the Group as two operating segments being

Inventory Monetisation (currently comprising largely of the Group’s Supply@ME operating subsidiary) and investment advisory

(comprising the TradeFlow operations), alongside the head office costs (comprising the Company). To date the Inventory

Monetisation segment has been focused on the development of the IM platform, the provision of due diligence services and

the facilitation of the initial IM transaction that took place during 2022 and 2023.

During 2022, the management team and the Board of Directors of the Company began work in respect of the TradeFlow

Restructuring and as a result, the TradeFlow operations have been classified as a discontinued operation under IFRS 5 (“Non-

current assets held for sale and discontinued operations”) for the purposes of the consolidated annual financial statement

for the year ended 31 December 2022 and for the year ended 31 December 2023. Further to the above, the TradeFlow

Restructuring transaction was finalised on 30 June 2023 resulting in the Group reducing its ownership in TradeFlow from

100% to 19% through the disposal of 81% of the issued share capital in TradeFlow. As such the Group has reverted back to

a single segment from its continuing operations for the financial year ended 31 December 2022 and for the year ended 31

December 2023, being Inventory Monetisation, alongside the head office costs (largely compromising the Company).

The key metrics assessed by the Board of Directors include revenue and adjusted operating profit (before impairment

charges and fair value adjustments) which is presented below. Revenue is presented by basis of IFRS 15 (“Revenue from

Contracts with Customers”) revenue recognition and by service line.

	Inventory	Head	Consolidated Group –
	Monetisation	office	continuing operations
Year ended 31 December 2023	£ 000	£ 000	£ 000
Revenue from continuing operations
Due diligence fees	94	-	94
Inventory Monetisation fees	64	-	64
Revenue from continuing operations	158	-	158
Operating loss from continuing operations before impairment charges
and fair value adjustments	(1,061)	(2,564)	(3,625)

All the Group’s revenue from due diligence fees is recognised at a point in time. Of the revenue generated from Inventory

Monetisation fees, £11,000 is generated from origination fees which is recognised at a point in time, and the remaining

£53,000 is generated from usage of the Group’s IM Platform and services provided by the Group in connection with the IM

transaction. This £53,000 of revenue is recognised over time and the amount recognised in the current financial year relates

to the performance obligations satisfied prior to 31 December 2023.

	Inventory	Head	Consolidated Group –
	Monetisation	office	continuing operations
Year ended 31 December 2023	£ 000	£ 000	£ 000
Balance sheet
Assets	971	1,213	2,184
Liabilities	(4,321)	(1,670)	(5,991)
Net (liabilities)	(3,350)	(457)	(3,807)

140 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2023

Geographical analysis

The Group’s Inventory Monetisation operation is currently predominately located in Europe, while the investment advisory

operations (classified as a discontinued operation) were predominately located in Singapore for the six month period from 1

January to 30 June 2023.

Comparative segmental reporting

	Inventory	Head	Consolidated Group –
	Monetisation	office	continuing operations
Year ended 31 December 2022	£ 000	£ 000	£ 000
Revenue
Due diligence fees	102	-	102
Inventory Monetisation fees	36	-	36
Revenue by operating segment	138	-	138
Operating loss from continuing operations before impairment charges	(1,308)	(3,343)	(4,651)

All the Group’s revenue from due diligence fees is recognised at a point in time. Of the revenue generated from Inventory

Monetisation fees, £20,000 is generated from origination fees which is recognised at a point in time, and the remaining

£16,000 is generated from usage of the Group’s IM Platform and services provided by the Group in connection with the IM

transaction. This £16,000 of revenue is recognised over time and the amount recognised in the prior financial year relates to

the performance obligations satisfied prior to 31 December 2022.

	Inventory	Head	Consolidated Group –
	Monetisation	office	continuing operations
Year ended 31 December 2022	£ 000	£ 000	£ 000
Balance sheet
Assets	635	867	1,502
Liabilities	(4,773)	(1,037)	(5,810)
Net (liabilities)	(4,138)	(170)	(4,308)

Geographical analysis

The Group’s Inventory Monetisation operation is currently predominately located in Europe, while the investment advisory operations

(classified as a discontinued operation) were predominately located in Singapore for the year ended 31 December 2022.

4 Finance costs from continuing operations

	2023	2022
	£ 000	£ 000
Interest expense – long-term borrowings	38	13
Interest expense – loan notes / convertible loan notes	-	1,969
Other interest expense	45	-
Total finance costs	83	1,982

Included within the interest expense related to long-term borrowings is an amount of £7,000 (2022: £nil) accrued in relation

to the TAG Unsecured Working Capital facility.

3 Segmental reporting

141 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

5 Other operating income from continuing operations

	2023	2022
	£ 000	£ 000
Gain arising on settlement of outstanding creditor balance	376	-
Interest income	31	6
Other operating income	91	3
	498	9

The gain arising on settlement of outstanding creditor balance relates to the settlement agreement, dated 2 May 2023, with

an existing creditor of the Group. This settlement agreement reduced the total amount that was owed by the Group, to

this supplier, in exchange for payment of the new agreed amount by a specific date. The total amount owed to this specific

creditor prior to the settlement agreement being signed was €1,130,250. This amount was reduced to €700,000 as a result of

the negotiations proceeding the signing of the settlement agreement. This resulted in a difference of €420,250 or £376,000

which has been recorded as other operating income in the consolidated statement of comprehensive income for the year

ended 31 December 2023.

Included within the interest income is an amount of £22,000 (2022: £nil) accrued as receivable from TAG in relation to late

payments received in connection with the TAG Top-Up Shareholder Loan Agreement and the Deed of Novation signed with

TAG in connection with the TradeFlow Restructuring.

6 Operating loss

The Group’s operating loss from continuing operations for the year has been arrived at after charging (crediting):

	2023	2022
	£ 000	£ 000
Amortisation of internally developed IM platform (note 12)	74	47
Depreciation	4	4
Staff costs (note 8)	1,850	2,061
Professional and legal fees	1,551	2,194
Contractor costs	215	274
Insurance	98	100
Training and recruitment costs	5	4
Long-term incentive plan costs (“LTIP’s”)	131	11

In addition to the above, the Group incurred the following costs from continuing operations relating to impairment charges

and fair value adjustments as detailed below:

	2023	2022
	£ 000	£ 000
Impairment charges (note 12)	384	1,078
Fair value adjustments on investments (note 26)	68	-
Total impairment charges and fair value adjustments	452	1,078

142 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2023

The following acquisition related costs, impairment charges, and costs/(gains) relating to the restructuring of the TradeFlow

ownership, have been recognised in the discontinued operations:

	2023	2022
	£ 000	£ 000
Amortisation of intangible assets arising on acquisition (note 12)*	442	846
Acquisition related earn-out payments (note 24)	-	(710)
Impairment charges (note 12)	-	765
Foreign currency translation gain reclassified to comprehensive income	62	-
Profit on disposal of 81% of TradeFlow (note 26)	(718)	-
	(214)	901

* The amortisation of intangible assets arising on acquisition in FY23 reflects the charge recognised during the period from

1 January 2023 to 30 June 2023, compared to in FY22 where the charge recognised reflects a full year of amortisation.

This reflects the fact that the TradeFlow Restructuring was finalised and completed on 30 June 2023 and TradeFlow was

deconsolidated from the Group’s results from this date.

7 Auditors’ remuneration

During the year, the Group obtained the following services from the Group’s auditor, at the costs detailed below:

	2023	2022
	£ 000	£ 000
Fees payable to the Company’s auditors for the audit of the consolidated
financial statements	110	100
Fees payable to the Company’s auditors and its associates for other services to the Group:
Audit of the Companies subsidiaries	20	34
Audit fees relating to prior periods	6	24
Total audit fees	136	158
Non-audit assurance services	-	25
Total audit and non-audit assurance related services	136	183

6 Operating loss

143 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

8 Staff costs

The aggregate payroll costs (including directors’ remuneration) included within continuing operations were as follows:

	2023	2022
	£ 000	£ 000
Wages, salaries and other short term employee benefits	1,590	1,783
Social security costs	190	203
Post-employment benefits	70	76
Total staff costs	1,850	2,061

The aggregate payroll costs (including directors’ remuneration) included within discontinued operations were as follows:

	2023	2022
	£ 000	£ 000
Wages, salaries and other short term employee benefits	337	680
Social security costs	11	27
Total staff costs – discontinued operations*	348	706

* The aggregate payroll costs in FY23 included within discontinued operations reflects the costs recognised during the period

from 1 January 2023 to 30 June 2023, compared to in FY22 where the aggregate payroll costs included within discontinued

operations reflect a full year of costs. This reflects the fact that the TradeFlow Restructuring was finalised and completed on 30

June 2023 and TradeFlow was deconsolidated from the Group’s results from this date.

The average number of persons employed by the Group (including Executive Directors) during the year, analysed by category

was as follows:

	2023	2022
	No.	No.
Executive Directors	2	3
Finance, Risk and HR	4	5
Sales and marketing	3	4
Legal	1	1
Operations and Platform development	11	13
Total average number of people employed*	21	26

* The average number of people employed in FY23 reflects the TradeFlow staff employed for the period from 1 January 2023 to

30 June 2023, compared to in FY22 where the number of people employed reflect a full year of TradeFlow staff. This reflects the

fact that the TradeFlow Restructuring was finalised and completed on 30 June 2023 and TradeFlow was deconsolidated from

the Group’s results from this date. The average number of people employed during the year ended 31 December 2023, includes

three TradeFlow staff members classified within “Operations and Platform development” (2022: five) and one TradeFlow staff

member classified within “Executive Directors” (2022: two).

144 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2023

9 Key management personnel

Key management compensation (including directors):

	2023	2022
	£ 000	£ 000
Wages, salaries and short-term employee benefits	1,254	1,521
Social security costs	115	111
Post-employment benefits	44	42
Total key management compensation	1,413	1,674

Key management personnel consist of the Company leadership team and the Directors.

No retirement benefits are accruing to Company Directors under a defined contribution scheme (2022: £nil), however the

Chief Executive Officer received cash in lieu of payments to a defined contribution pension scheme of £12,420 during the

year (2022: £12,420). This was allowable under his director’s employment contract.

The Directors’ emoluments are detailed in the Remuneration Report of the Annual Report and Accounts for the year ended

31 December 2023.

145 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

10 Income tax

Tax charged in the income statement:

	2023	2022
	£ 000	£ 000
Current Taxation
UK Corporation tax	-	-
Foreign taxation paid/(receivable) by subsidiaries – continuing operations	-	-
	-	-

The tax on loss before tax for the period is more than (2022 - more than) the standard rate of corporation tax in the UK of

23.5% (2022 - 19%).

The differences are reconciled below:

	2023	2022
	£ 000	£ 000
Loss before tax	(4,345)	(9,877)
Corporation tax at standard rate – 23.5% (2022:19%)	(1,022)	(1,877)
Effect of expenses not deductible in determining taxable profit (tax loss)	82	817
Increase in tax losses carried forward which were unutilised in the current year	912	1,612
Tax adjustments in respect of foreign subsidiaries (timing differences)	-	-
Over provision of deferred tax in prior years	-	(1)
Income not taxable	-	(452)
Deferred tax not recognised	28	(131)
Differences between UK and foreign tax legislation	-	31
Total tax charge	-	(1)

In addition, unrecognised deferred tax assets relating to tax losses carried forward across the Group have not been

recognised due to uncertainty over the timing and extent of future taxable profits. The losses can be carried forward

indefinitely and have no expiry date. The total approximate tax losses carried forward across the Group as at 31 December

2023 was £20.8 million (31 December 2022: £16.8 million)

146 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2023

11 Earnings/(loss) per share

The calculation of the basic earnings/(loss) per share (“EPS”) is based on the total loss for the year of £4,345,000 (2022 — loss

£9,878,000) and on a weighted average number of ordinary shares in issue of 59,880,078,004 (2022 — 43,240,915,594). The

basic EPS is (0.0073) pence (2022 – (0.0228) pence).

The calculation of the basic earnings/(loss) per share (“EPS”) from continuing operations is based on the total loss for the year

from continuing operations of £4,160,000 (2022 — loss £7,711,000) and on a weighted average number of ordinary shares

in issue of 59,880,078,004 (2022 —43,240,915,594). The basic EPS from continuing operations is (0.0070) pence (2022 –

(0.0178) pence).

The calculation of the Basic earnings/(loss) per share (“EPS”) from discontinued operations is based on the total loss for the

year discontinued operations of £185,000 (2022 — loss £2,167,000) and on a weighted average number of ordinary shares

in issue of 59,880,078,004 (2022 — 43,240,915,594). The basic EPS from discontinued operations is (0.0003) pence (2022 –

(0.0050) pence).

The Company has share warrants and employee share scheme options in issue as at 31 December 2023, which would dilute

the earnings per share if or when they are exercised in the future. A summary of these is set out below and further details of

these share warrants and employee share options can be found in note 24.

	31 December 2023	31 December 2022
	No.	No.
Share warrants - issued	9,297,651,062	9,408,179,441
Share warrants – to be issued	2,250,000,000	-
Long-term incentive plan (“LTIP”) options	1,095,753,404	874,783,094
Total	12,643,404,466	10,282,962,535

No dilution per share was calculated for 2023 and 2022 as with the reported loss they are all anti-dilutive.

147 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

12 Intangible assets

						Internally
						developed
	Customer		CTRM	AI		IM
	Relationships	Brand	Software	Software	Goodwill	platform	Total
	£ 000	£ 000	£ 000	£ 000	£ 000	£ 000	£ 000
Cost or valuation
At 1 January 2022	4,829	205	1,429	425	2,199	2,544	11,631
Additions	-	-	-	-	-	1,125	1,125
Reclassified to assets of disposal group held for sale	(4,829)	(205)	(1,429)	(425)	(2,199)	-	(9,087)
At 31 December 2022	-	-	-	-	-	3,669	3,669
Additions	-	-	-	-	-	458	458
At 31 December 2023	-	-	-	-	-	4,127	4,127
Amortisation
At 1 January 2022	186	20	143	43	-	771	1,163
Amortisation charge	401	44	309	92	-	47	893
Reclassified to assets of disposal group held for sale	(587)	(64)	(452)	(135)	-	-	(1,238)
At 31 December 2022	-	-	-	-	-	818	818
Amortisation charge	-	-	-	-	-	74	74
At 31 December 2023	-	-	-	-	-	892	892
Impairment
At 1 January 2022	-	-	-	-	800	1,773	2,573
Impairment charge	-	-	-	-	765	1,078	1,843
Reclassified to assets of disposal group held for sale	-	-	-	-	(1,565)	-	(1,565)
At 31 December 2022	-	-	-	-	-	2,851	2,851
Impairment charge	-	-	-	-	-	384	384
At 31 December 2023	-	-	-	-	-	3,235	3,235
Net Book Value
At 31 December 2023	-	-	-	-	-	-	-
At 31 December 2022	-	-	-	-	-	-	-

The following intangible assets arose on the acquisition of TradeFlow during the year ended 31 December 2021; Customer

relationships, Brand, Commodity Trade Risk Management (“CTRM”) software, Artificial Intelligence and back-office (“AI”)

software and Goodwill. The carrying value of these assets at the date of acquisition is shown in the table above. As at 31

December 2022, the TradeFlow operations were reclassified as discontinued operations and as such the net book value

of the intangible assets relating to the TradeFlow operations have been reclassified to assets of the disposal group held for

sale at this date. On 30 June 2023, the Group completed the TradeFlow Restructuring and as such the assets and liabilities

of TradeFlow, including the intangible assets referred to above, are no longer consolidated by the Group as of 30 June 2023.

Further details are set out in note 26.

148 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2023

Impairment assessment – Internally developed IM Platform

The Directors considered the continued current year losses of the Group’s Italian subsidiary, to which the Internally developed

IM platform relates, and the full impairment of this intangible asset in the prior year, as an impairment indicators and therefore,

in accordance to IAS 36 (“Impairment of Assets”), considered if as at 31 December 2023, this intangible asset required further

impairment in relation the additions made during the year, or if some of the prior year impairment could be reversed.

The full going concern statement, set out in note 2, noted there is currently an absence of a historical recurring track record

relating to Inventory Monetisation transactions being facilitated by the Group’s Platform, the generation of the full range of

fees from the use of its Platform from more than a limited number of Inventory Monetisation transactions, and the Group

being cash flow positive. As such the Directors have prudently identified a material uncertainty in relation to the going

concern statement. The Directors have also concluded that these uncertainties also apply to the discounted cash flow model

used in this impairment test also. In particular, there is uncertainty that arises with respect to both the future timing and growth

rates of the forecast discounted cash flows arising from the use of the Internally developed IM Platform intangible asset.

As such, the Directors have prudently decided to continue to impair the full carrying amount of this asset as at 31 December

2023. This impairment loss may subsequently be reversed and if so, the carrying amount of the asset will be increased to the

revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount

that would have been determined had no impairment loss been recognised for the investment in prior years.

Impairment assessment – TradeFlow

The finalisation of the TradeFlow Restructuring occurred on 30 June 2023 and as a result from this date the assets and liabilities

of TradeFlow, including the intangible assets acquired in connection with the acquisition of TradeFlow in July 2021, are no

longer consolidated by the Group. As such the Group did not recognise any additional impairment charges with respect to the

TradeFlow goodwill and other acquired intangible assets during the year ended 31 December 2023. The details of the calculation

of the profit on disposal of 81% of TradeFlow recognised in these consolidated financial statements can be found in note 26.

The impairment charges recognised in the prior periods resulted from impairment tests carried out by the Directors at

previous balance sheet dates. These tests were required in accordance with IAS 36 (“Impairment of Assets”) given the Directors

had identified indicators of impairment of the TradeFlow Cash Generating Unit (“CGU”) at the respective prior balance sheet dates.

13 Trade and other receivables

	As at 31 December 2023	As at 31 December 2022
	£ 000	£ 000
Trade receivables	15	7
Other receivables	976	1,179
Prepayments	35	33
Total trade and other receivables	1,026	1,219

12 Intangible assets

149 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

14 Receivable from related party

	As at 31 December 2023	As at 31 December 2022
	£ 000	£ 000
Receivable from related party	772	-
Interest receivable from related party	22	-
Other related party receivable	53	-
Total receivable from related party	847	-

Receivable from related party

This balance represents the amount receivable from TAG under the Deed of Novation which created the obligation for TAG to

settle the £2,000,000 cash payment that was due from the buyers to the Company, as a result of the sale of the 81% majority

stake in TradeFlow.

As at 31 December 2023, £1,228,000 of the £2,000,000 has been repaid by TAG to the Company. The payment has been

received through a split of £771,000 in cash, £421,000 by way of formal debt novation agreements with specific suppliers

whereby the debt held by the Group companies was novated to TAG with no recourse to the Group companies, and £36,000

by way of offset against amounts owed by the Group companies to TAG.

As set out in note 30, subsequent to 31 December 2023, and prior to the release of these financial statements, TAG had

repaid £655,000 of the remaining amounts that were outstanding at 31 December 2023 through the receipt of cash

payments and further offsets against amounts owed to TAG by the Group, leaving a remaining balance of £117,000.

Interest receivable from related party

This represents the interest that is receivable from TAG as at 30 December 2023 relating to the late payments of both the

TAG Top-Up Shareholder Loan Agreement and the Deed of Novation. These interest amounts have been calculated at a

compounding rate of 15% per annum on the overdue amounts. As at 31 December 2023, the full amount of this interest

revenue remained outstanding.

Other related party receivable

In relation to the Group debt that was formally novated to TAG in lieu of a cash payment under the Deed of Novation, as at 31

December 2023 the Group held an amount receivable from TAG on its balance sheet for the value of £53,000 (31 December

2022: £nil). This primarily related to VAT amounts on certain “proforma” invoices that were formally novated, as the VAT receivable

was yet to be recorded in the Group’s statement of financial position. As such, this amount has been recorded as being receivable

from TAG and when the “formal” invoices are issued from the supplier, this amount will be reclassified as a VAT receivable.

15 Share capital

Allotted, called up and fully paid shares

			As at 31 December 2023		As at 31 December 2022
		No. 000	£ 000	No. 000	£ 000
Equity
Ordinary shares of £0.00002 each		61,232,096	1,224	56,621,568	1,132
Deferred shares of £0.04000 each		63,084	2,523	63,084	2,523
2018	Deferred shares of £0.01000 each	224,194	2,242	224,194	2,242
Total		61,519,374	5,989	56,908,846	5,897

150 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2023

Reconciliation of allotted, called up and fully paid shares

			As at 31 December 2023		As at 31 December 2022
		No. 000	£ 000	No. 000	£ 000
Ordinary shares as at 1 January		56,908,846	5,897	36,355,720	5,486
New ordinary shares issued to Venus Capital in connection with 2023	Venus Subscription	4,500,000	90	-	-
New ordinary shares issued to fulfil the conversion of Open
Offer warrants		110,528	2	49,508	1
New ordinary shares issued to fulfil the conversion of Mercator
Capital Management Fund LP convertible loan notes		-	-	1,400,898	28
New ordinary shares issued to Venus Capital in connection with the Capital Enhancement Plan		-	-	14,350,000	287
New ordinary shares issued to settle the FY21 acquisition
related earn-out payments		-	-	213,526	4
New ordinary shares issued in connection with Open Offer
completed during the year		-	-	641,710	13
New ordinary shares issued to fulfil the conversion of Venus
Capital convertible loan notes		-	-	3,897,484	78
Total at 31 December		61,519,374	5,989	56,908,846	5,897

Details of new shares allotted during the current financial year

New ordinary shares issued to Venus Capital in connection with 2023 Venus Subscription

On 28 April 2023, the Company and Venus Capital entered into the new Subscription Agreement, pursuant to which Venus

Capital committed to subscribe for 4,500,000,000 new Subscription Shares at £0.0005 per Subscription Share. The issue of

the Subscription Shares was made over two tranches (in line with the 2023 Venus Subscription) as set out below:

> an initial tranche of 3,375,000,000 Subscription Shares for gross proceeds of £1,687,500 (or £1,603,125 net of a 5%

commission chargeable by Venus Capital). This tranche of Subscription Shares were admitted to trading on the Main

Market of the London Stock Exchange on 5 May 2023; and

> a second tranche of 1,125,000,000 Subscription Shares for proceeds of £562,500 gross (or £534,375 net a 5% commission

chargeable by Venus Capital). This tranche of Subscription Shares were admitted to trading on the Main Market of the

London Stock Exchange on 30 May 2023.

New ordinary shares issued to fulfil the conversion of Open Offer warrants

Further to the issue of new ordinary shares on the 18 August 2022 as a result of the Open Offer, the Company also issued

320,855,008 warrants to certain qualifying shareholders who participated in its open offer (the “Open Offer Warrants”).

Following the issue of the Open Offer Warrants, certain holders have elected to exercise their Open Offer Warrants and this

resulted in a total of 110,528,379 new ordinary shares being issued during the year ended 31 December 2023 in relation to

Open Offer Warrant conversion.

15 Share capital

151 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

Rights, preferences and restrictions

Ordinary shares have the following rights, preferences, and restrictions:

The Ordinary shares carry rights to participate in dividends and distributions declared by the Company and each share carries

the right to one vote at any general meeting. There are no rights of redemption attaching to the Ordinary shares.

Deferred shares have the following rights, preferences, and restrictions:

The deferred shares carry no rights to receive any dividend or distribution and carry no rights to vote at any general meeting.

On a return of capital, the Deferred shareholders are entitled to receive the amount paid up on them after the Ordinary

shareholders have received £100,000,000 in respect of each share held by them. The Company may purchase all or any of

the Deferred shares at an appropriate consideration of £1.

2018 Deferred shares have the following rights, preferences, and restrictions:

The deferred shares carry no rights to receive any dividend or distribution and carry no rights to vote at any general meeting.

16 Trade and other payables

	As at 31 December 2023	As at 31 December 2022
	£ 000	£ 000
Trade payables	1,314	2,209
Other payables	943	747
Current portion of long-term bank borrowings	192	158
Social security and other payroll taxes due	1,566	977
Accruals	488	402
Contract liabilities	59	94
Accrued interest payable to related party	7	-
Total trade and other payables	4,569	4,587

15 Share capital

152 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2023

17 Long-term borrowings

	As at 31 December 2023	As at 31 December 2022
	£ 000	£ 000
Non-current portion of long-term bank borrowings	590	748
Working capital loan due to TAG	250	-
Total long-term borrowings	840	748

Non- current portion of long-term bank borrowings

On 12 October 2022, Supply@ME Technologies S.r.l. entered into a new long term loan facility with Banco BPM S.p.A (the

“Banco BPM Facility”). The obligations of Supply@ME Technologies S.r.l. under the Banco BPM Facility are guaranteed by the

Company. The key commercial terms of the Banco BPM Facility include:

a) €1 million in principal amount;

b) 275 basis points over Euribor interest rate; and

c) a five-year repayment term (the final payment to be made on 11 October 2027), including an initial six months of interest

only repayments, followed by 54 months of combined principal and interest repayments.

Fees totalling €52,000 were incurred in connection with the arrangement of the Banco BPM Facility. These costs have been

capitalised and will be spread over the term of the Banco BPM Facility. The amount include in the table above represents the

non-current portion of the Banco BPM Facility. The current portion is set out in note 16 above.

Working capital loan due to TAG

On the 28 April 2 023, the Company and TAG entered into a fixed term unsecured working capital loan agreement (the

“TAG Unsecured Working Capital facility”). Under the TAG Unsecured Working Capital facility, TAG agreed to provide, subject

to customary restrictions, a facility of up to £2,800,000, in tranches up to 31 January 2024, to cover the Company’s interim

working capital and growth needs.

In conjunction with the TradeFlow Restructuring, which was completed on 30 June 2023, the £2,000,000 receivable by the

Company that was assumed by TAG from the Buyers, was offset against the current obligations of TAG under TAG Unsecured

Working Capital facility. The amendment to the TAG Unsecured Working Capital facility was agreed on 30 June 2023 and this

reduced the obligations to the Company under the TAG Unsecured Working Capital facility to up to £800,000 (the “amended

TAG Unsecured Working Capital facility”).

On 30 June 2023, the Company issued a draw down notice to TAG under the amended TAG Unsecured Working Facility for

the full £800,000 available. As at 31 December 2023, £250,000 had been received from TAG in respect of this facility (31

December 2022: £nil). The due date for repayment by the Company of amounts drawn under the amended TAG Unsecured

Working Capital facility is 1 February 2028.

Any sums drawn under the amended TAG Unsecured Working Capital facility will attract a non-compounding interest rate

of 10% per annum, and any principal amount (excluding accrued interest) outstanding on 1 February 2028 will attract a

compounding interest rate of 15% per annum thereafter. Interest will be due to be paid annually on 31 March of each

relevant calendar year. In respect of these amounts received from TAG for the year ended 31 December 2023, the Group

recognised an interest expense of £7,000 (2022:£nil), which all remained unpaid as at 31 December 2023.

As set out in note 30, subsequent to 31 December 2023, and prior to the release of these financial statements, TAG had

provided the remaining £550,000 in order to satisfy the full amount of £800,000 drawn down by the Company under the

amended TAG Unsecured Working Capital facility. Additionally on 26 March 2024, the Company and TAG signed a second

deed of amendment agreement, which allowed the full outstanding amount of the amended TAG Unsecured Working Capital

facility to be extinguished by the issue of 1,500,000,000 new ordinary shares which were issued to TAG on 28 March 2024.

153 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

Loan notes and convertible loan notes

During the prior financial year ended 31 December 2022, the Group also had borrowings in the form of loan notes and

convertible loan notes. While both of these had been fully repaid as at 31 December 2022, there was activity in relation to

these balances during FY22. A summary of this activity is set out below.

Loan notes

On 29 September 2021, the Company announced it had entered into a loan note facility with Mercator Capital Management

Fund LP (“Mercator”). The balance of this loan note facilities as at 1 January 2022 was £5,732,000 and this was fully settled

during 2022 through a combination of repayments made in cash for £2,191,000 and through the issue of convertible notes

worth £4,592,000. Additionally, the Group recognised finance costs in relation to these loan notes during the year ended 31

December 2022 of £1,051,000. These finance costs were recognised on an amortised cost basis using the effective interest

rate method where the interest rate applied was 47.5%.

Convertible loan notes

The convertible loan note liability arose during FY22 as a result of the partial repayment of the loan notes of £4,592,000

through the issue of convertible loan notes. Additionally an amount of £145,000 which represented an additional interest

charge relating to the loan notes was also settled through the issue of convertible loan notes during the prior financial year

In connection with the 2023 Venus Subscription, total convertible loan notes of £418,000 were issued and Venus Capital

provided the Group with debt financing of £1,500,000 which was repayable via a convertible loan note. A total of £32,000 in

interest costs were recognised in relation to the Venus Capital convertible loan notes during FY22.

The total convertible loan note balance of £6,687,000 was then fully settled prior to 31 December 2022 through cash

repayments of £3,381,000 and the remaining balance of £3,3,06,000 being converted into ordinary shares of the Company.

17 Long-term borrowings

154 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2023

18 Provisions

	Post-employment	Provision for risks	Provision for VAT
	benefits	and charges	and penalties	Total
	£ 000	£ 000	£ 000	£ 000
At 1 January 2022	46	92	221	359
Released to profit and loss	-	(19)	(20)	(39)
Provided for in the year	22	12	144	178
Payments	(8)	-	-	(8)
Actuarial (gain)/loss	(22)	-	-	(22)
At 31 December 2022	38	85	345	468
Forex retranslation adjustment	(1)	(2)	(8)	(11)
At 1 January 2023	37	83	337	457
Released to profit and loss	-	(28)	-	(28)
Provided for in the year	17	139	-	156
Payments	(13)	-	-	(13)
Acturial (gain)/loss	3	-	-	3
At 31 December 2023	44	194	337	575

Post-employment benefits

Post-employment benefits include severance pay and liabilities relating to future commitments to be disbursed to employees

based on their permanence in the Company. This entirely relates to the Italian subsidiary where severance indemnities

are due to each employee at the end of the employment relationship. Post-employment benefits relating to severance

indemnities are calculated by estimating the amount of the future benefit that employees have accrued in the current

period and in previous years using actuarial techniques. The calculation is carried out by an independent actuary using the

“Projected Unit Credit Method”.

Provision for risks and charges

Provision for risks and charges includes the estimated amounts of penalties and interest for payment delays referring the tax

and social security payables recorded in the Italian subsidiary financial statements which, at the closing date, are overdue. The

increase in the current financial year is primarily due to the interest component as the interest rates in Italy have risen during

FY23 to an average at 5% during 2023 (2022: 1.5% in 2022).

Provision for VAT and penalties

In advance of the Group’s first monetisation transaction, a number of advance payments have been received by the Group’s

Italian subsidiary from potential client companies in accordance with agreed contractual terms. These payments have been

recognised as revenue in accordance with local accounting rules. These advance payments, for which an invoice has not yet

been issued, have been made exclusive of VAT. As at 31 December 2023, the Group has included a provision relating to a

potential VAT liability, including penalties, in respect of these advance payments of £196,000 (31 December 2022: £201,000).

At the point in the future when the associated monetisation transaction takes place, the potential VAT liability will be settled

by the Group. At this same point in time, the Directors expect to be able to recover the VAT from the client companies as

invoices in respect of the monetisation transactions are issued. The timing of these future monetisation transactions currently

remains uncertain and as such no corresponding VAT receivable has been recognised as at 31 December 2023, however

there is a contingent asset of £140,000 as at 31 December 2023 (31 December 2022: £143,000) in respect of this.

An additional amount of £144,000 was added to the provision during the second half of 2022 to reflect the fact that the Italian

intercompany invoice was issued late and this balance reflects potential VAT penalties that may arise due to the timing of the invoice.

This balance remains provided for at 31 December 2023, however has been revalued to £141,000 as at 31 December 2023.

155 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

From time to time, during the course of business, the Group maybe subject to disputes which may give rise to claims. The

Group will defend such claims vigorously and provision for such matters are made when costs relating to defending and

concluding such matters can be measured reliably. There were no cases outstanding as at 31 December 2023 that meet the

criteria for a provision to be recognised.

19 Pension and other schemes

Defined contribution pension scheme

The Group operates a defined contribution pension scheme. The assets of the scheme are recognised as being held

separately from those of the Group and Company and will be paid over to an independently administered fund. The pension

cost charge represents contributions payable by the Group to the fund.

The total pension charge for the year represents contributions payable by the Group to the scheme and amounted to

£53,000 for continuing operations (2022: £55,000).

Contributions totalling £16,000 (2022: £9,000) were payable to the scheme at the end of the year and are included in

creditors. This has been paid post year end.

20 Capital commitments

There were no capital commitments for the Group at 31 December 2023 or 31 December 2022.

21 Contingent liabilities

There were no contingent liabilities for the Group at 31 December 2023 or 31 December 2022.

22 Financial instruments

Financial assets

	Carrying value	Carrying value	Fair value	Fair value
	As at	As at	As at	As at
	31 December 2023	31 December 2022	31 December 2023	31 December 2022
	£ 000	£ 000	£ 000	£ 000
Financial assets at amortised cost:
Cash and cash equivalents	5	257	5	257
Trade receivables	15	7	15	7
Receivable from related party	847	-	847	-
Other receivables	974	1,179	974	1,179
	1,841	1,443	1,841	1,443

Valuation methods and assumptions: The directors believe due to their short term nature, the fair value approximates to the

carrying amount.

18 Provisions

156 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2023

Financial liabilities

	Carrying value	Carrying value	Fair value	Fair value
	As at	As at	As at	As at
	31 December 2023	31 December 2022	31 December 2023	31 December 2022
	£ 000	£ 000	£ 000	£ 000
Financial liabilities at amortised cost:
Long-term borrowings	1,032	906	1,032	906
Trade payables	1,314	2,209	1,314	2,209
Other payables	943	747	943	747
	3,289	3,862	3,289	3,862

Valuation methods and assumptions: The directors believe that the fair value of trade and other payables approximates to the

carrying value.

There are no financial liabilities that are carried at fair value through the profit and loss as at 31 December 2023 (31

December 2022: £nil).

Risk management

The Group is exposed through its operations to the following financial risks: credit risk, foreign exchange risk, and liquidity risk.

In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note

describes the Group’s objectives, policies and processes for managing these risks and the methods used to measure them.

Further quantitative information in respect of these risks is presented throughout these financial statements. There have

been no substantive changes in the Group’s exposure to financial instrument risks, its objectives, policies and processes for

managing those risks or the methods used to measure them from previous periods unless otherwise stated in this note.

Principal financial instruments

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

> trade receivables and other receivables;

> cash at bank;

> receivables from related parties;

> trade and other payables; and

> long-term borrowings.

General objectives, policies and processes

The Board had overall responsibility for the determination of the Group’s risk management objectives and policies and, whilst

retaining ultimate responsibility for them, it had delegated the authority for designing and operating processes that ensure

the effective implementation of the objectives and policies to the Group’s finance function. The Board received monthly

reports from the Chief Financial Officer through which it reviewed the effectiveness of the processes put in place and the

appropriateness of the objectives and policies it had set. The overall objective of the Board was to set polices that sought to

reduce risk as far as possible without unduly affecting the Group’s competitiveness and flexibility. Further details regarding

these policies are set out below.

22 Financial instruments

157 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

Interest rate risk

At present the Directors do not believe that the Group has significant interest rate risk and consequently does not hedge

against such risk. Cash balances earn interest at variable rates.

The Group’s interest generating financial assets from continuing operations as at 31 December 2023 comprised cash and

cash equivalents of £5,000 (2022: £257,000). Interest is paid on cash at floating rates in line with prevailing market rates. In

addition, late payment interest of £22,000 was recognised during the year ended 31 December 2023 (2022: £nil) relating to

the late payments of both the TAG Top-Up Shareholder Loan Agreement and the Deed of Novation. These interest amounts

have been calculated at a compounding rate of 15% per annum on the overdue amounts. As at 31 December 2023, the full

amount of this interest revenue remained outstanding.

The Group’s interest generating financial liabilities from continuing operations as at 31 December 2023 comprised long-term

borrowings of £1,032,000 (2022: £906,000)

Sensitivity analysis

At 31 December 2023, had the LIBOR 3 MONTH rate of 4.968 (2022 – 2.015) increased by 1% with all other variables held

constant, the increase in interest receivable on financial assets would amount to approximately £nil (2022 - £nil). Similarly,

a 1% decrease in the LIBOR 3 MONTH rate with all other variables held constant would result in a decrease in interest

receivable on financial assets of approximately £nil (2022 - £nil).

At 31 December 2023, had the EURIBOR 3 MONTH rate of 3.905 (2022 – 2.162) increased by 1% with all other variables

held constant, the increase in interest payable on financial liabilities would amount to approximately £7,000 (2022 - £9,000).

Similarly, a 1% decrease in the EURIBOR 3 MONTH rate with all other variables held constant would result in a decrease in

interest receivable on financial assets of approximately £7,000 (2022 - £9,000).

Credit risk and impairment

Credit risk is the risk of financial loss to the Group if a customer or a counterparty to a financial instrument fails to meet its

contractual obligations. The Group is mainly exposed to credit risk from credit sales. It is Group policy, implemented locally,

to assess the credit risk of new customers before entering contracts. Such credit ratings take into account local business

practices. The Group has a credit policy under which each new customer is analysed individually for creditworthiness before

the Group’s standard payment and delivery terms and conditions are offered.

Credit risk also arises from cash and cash equivalents and deposits with banks and financial institutions. To manage this, the

Group has made sure that they use reputable banks.

In connection with the completion of the TradeFlow Restructuring, the balance of the consideration payable to the Company was

£2,000,000 and this debt to the Company was assumed by TAG from the Buyers of the 81% stake in TradeFlow. This receivable

was to be received in multiple tranches with the final payment due on 31 January 2024. Prior to agreeing to this receivable

being assumed by TAG and for it to be repaid over multiple tranches, the Board analysed the creditworthiness of TAG and

carried out due diligence including how TAG intended to source funds to make the required payments. As at 31 December 2023,

an amount of £772,000 was still outstanding in connection with this receivable from TAG, of which £272,000 was overdue

and £500,000 was due at the end of January 2024. Due to certain late payments of this receivable, the Board are closely

monitoring the creditworthiness of TAG to ensure that payments continued to be received, albeit on a delayed schedule.

The Group’s Chief Financial Officer monitors the utilisation of the credit limits regularly.

22 Financial instruments

158 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2023

The Group’s maximum exposure to credit by class of individual financial instrument is shown in the table below:

	Carrying value	Maximum exposure	Carrying value	Maximum exposure
	as at	as at	as at	as at
	31 December 2023	31 December 2023	31 December 2022	31 December 2022
	£ 000	£ 000	£ 000	£ 000
Cash and cash equivalents	5	5	257	257
Trade receivables	15	15	7	7
Receivable from related party	847	847	-	-
	867	867	264	264

As at 31 December 2023, the assets held by the Group have not been impaired, in particular the trade receivables and

receivable from related party are all considered to be low risk. Subsequent to 31 December 2023, 77% of the receivable from

related party has been repaid.

Foreign exchange risk

Foreign exchange risk arises because the Group has operations located in various parts of the world whose functional

currency is not the same as the functional currency in which the Group operates. Although its global market penetration

reduces the Group’s operational risk, in that it has diversified into several markets, the Group’s net assets arising from such

overseas operations are exposed to currency risk resulting in gains or losses on retranslation into sterling. Only in exceptional

circumstances would the Group consider hedging its net investments in overseas operations as generally it does not consider

that the reduction in foreign currency exposure warrants the cash flow risk created from such hedging techniques.

The Group’s policy is, where possible, to allow Group entities to settle liabilities denominated in their functional currency (primarily

Euros or Pound Sterling) with the cash generated from their own operations in that currency. Where Group entities have liabilities

denominated in a currency other than their functional currency (and have insufficient reserves of that currency to settle them)

cash already denominated in that currency will, where possible, be transferred from elsewhere within the Group.

Currency profile as at 31 December 2023

	As at 31 December 2023	As at 31 December 2022
Financial assets	£000	£000
Cash and cash equivalents: Sterling	3	229
Cash: Euro	2	28
Cash: US Dollar	-	-
Cash: Singapore Dollar	-	324
Trade receivables: Sterling	-	-
Trade receivables: Euro	15	7
Trade receivables: Singapore Dollar	-	1

22 Financial instruments

159 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

	As at 31 December 2023	As at 31 December 2022
Financial liabilities	£000	£000
Trade payables: Sterling	865	482
Trade payables: Euro	449	1,727
Trade payables: Singapore Dollar	-	6
Long-term borrowings: Sterling	250	-
Long-term borrowings: Euro	782	906
Long-term borrowings: Singapore	-	3,171

The comparative currency profile information above includes TradeFlow financial assets and liabilities as at 31 December

2022, which formed part of the of the assets/liabilities held for disposal groups within the consolidated statement of financial

position as at 31 December 2022.

Sensitivity analysis

At 31 December 2023, if Sterling had strengthened by 10% against the below currencies with all other variables held constant,

loss before tax for the year would have been approximately

> EUR: £19,000 higher (2022 - £60,000 higher)

> Singapore Dollar: £nil (2022 - £69,000 higher)

Conversely, if the below currencies had weakened by 10% with all other variables held constant, loss before tax for the year

would have been approximately:

> EURO: £19,000 lower (2022 - £60,000 lower)

> Singapore Dollar: £nil lower (2022 - £69,000 lower)

Liquidity risk

Liquidity risk arises from the Group’s management of working capital and the finance charges and principal repayments on its

debt instruments. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due.

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

The Board receives rolling 12-month cash flow projections on a regular basis as well as information regarding cash balances.

At the statement of financial position date, these projections indicated that the Group expects to have sufficient liquid

resources to meet its obligations under all reasonably expected circumstances.

As set out in note 28, the TAG Top-Up Shareholder Loan Agreement gives the Company the ability to draw down up to £3.5

million in line with specific conditions. As at 31 December 2023, the Company had issued draw down notices for £969,000

and subsequent to 31 December 2023, additional draw down notices to the value of £779,000 were issued. As such, £1.8

million remains undrawn. As at 31 December 2022, the Group had no undrawn facilities.

		Between	Between	Between
	Up to 3 months	3 and 12 months	1 and 2 years	2 and 5 years	Over 5 years
At 31 December 2023	£ 000	£ 000	£ 000	£ 000	£ 000
Liabilities
Long-term borrowings	76	182	223	676	-
Trade and other payables	1,511	746	-	-	-
Social security and other taxes	1,566	-	-	-	-
Total liabilities	3,153	928	223	676	-

22 Financial instruments

160 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2023

		Between	Between	Between
	Up to 3 months	3 and 12 months	1 and 2 years	2 and 5 years	Over 5 years
At 31 December 2022	£ 000	£ 000	£ 000	£ 000	£ 000
Liabilities
Long-term borrowings	-	158	189	559	-
Trade and other payables	2,209	747	-	-	-
Social security and other taxes	977	-	-	-	-
Total liabilities	3,186	905	189	559	-

Capital risk management

The Group’s capital management objectives are to ensure the Group is appropriately funded to continue as a going concern

and to provide an adequate return to shareholders commensurate with risk. The Group defines capital as being issued share

capital, share premium and all other equity reserves attributable to the equity holders of the parent.The Group’s capital

structure is periodically reviewed and, if appropriate, adjustments are made in the light of expected future funding needs,

changes in economic conditions, financial performance and changes in Group structure. As explained in note 28, the Group

has currently entered into financing facilities from TAG during the year ended 31 December 2023.

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

Capital for the reporting periods under review is summarised as follows:

> Net liabilities: (£3,807,000) (2022: (£2,025,000))

> Cash and cash equivalents: £5,000 (2022: £257,000)

> Share Capital £5,989,000 (2022: £5,897,000)

22 Financial instruments

161 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

23 Net debt

The Group reconciliation of the movement in net debt from continuing operations is set out below:

	Total
	long-term borrowings
	(current and
	non-current portion)
	£ 000
At 1 January 2023	(906)
Net cash flows	(145)
Foreign exchange	19
As at 31 December 2023	(1,032)

			Total
			long-term borrowings
		Convertible	(current and
	Loan notes	loan notes	non-current portion)	Total
	£ 000	£ 000	£ 000	£ 000
At 1 January 2022	(5,732)	-	(1,284)	(7,016)
Net cash flows	-	(1,500)	(2,403)	(3,903)
Convertible loan notes issued as repayment of loan
notes, share issue costs and/or interest	-	(5,187)	-	(5,187)
Amortisation of finance costs	(1,051)	-	(356)	(1,407)
Cash repayments made during the year	2,191	3,381	-	5,572
Repayment of convertible loan notes via share issues	-	3,306	-	3,306
Repayment of loan notes via issue of convertible loan
notes	4,592	-	-	4,592
Reclassification of disposal group held for sale	-	-	3,171	3,171
Foreign exchange	-	-	(34)	(34)
As at 31 December 2022	-	-	(906)	(906)

24 Share-based payments

Share warrants issued to Mercator

During 2021 the Group entered into a funding facility with Mercator Capital Management Fund LP (“Mercator”) which included

the Group issuing loan notes in exchange for funding. These loan notes were linked to a convertible loan note facility, which

was able to be used should the Group elect not to repay any of the interest or principal relating to the loan notes in cash.

Both the loan note and convertible loan note agreements required share warrants to be issued representing 20% of the face

value of any loan notes or convertible loans issued. The warrants have a term of 3 years from issue and an exercise price of

130% of the lowest closing VWAP over the ten trading days immediately preceding the issue of the warrants. Under the terms

of amendment agreement signed with Mercator dated 26 April 2022, no further warrants were required to be issued on the

monthly repayments due following April 2022.

The total number of share warrants issued to Mercator during the years ended 31 December 2021 and 2022 was

961,832,433 (the “Mercator Warrants”). Details of the outstanding share warrants issued to Mercator are set out in the table

below. There have been no movement in these Mercator Warrants during the year ended 31 December 2023, however as

162 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2023

announced by the Company on 23 November 2023 and further on 28 March 2024 the Company approved the transfer of

Mercator Warrants from Mercator to an independent third-party purchaser(s).

	Number of
	warrants
Date of issue	outstanding	Exercise price	Expiry date
1 October 2021	443,726,031	£0.00316	1 October 2024
1 November 2021	29,197,856	£0.00314	1 November 2024
1 December 2021	49,867,625	£0.00184	1 December 2024
4 January 2022	77,763,767	£0.00174	4 January 2025
2 February 2022	79,179,799	£0.00171	2 February 2025
4 March 2022	105,948,198	£0.00128	4 March 2025
10 June 2022	176,149,157	£0.00085	10 June 2025
Total	961,832,433

The total fair value of the above Mercator Warrants has been fully expensed in the prior periods. No further costs have been

recognised in the current financial year ended 31 December 2023, and none of these warrants have been converted during

the same period. During the prior financial year ended 31 December 2022, an amount of £579,000 was recognised in the

income statement relating to the fair value of the Mercator Warrants.

Share warrants issued to Venus under Capital Enhancement Plan

On the 27 April 2022, the Company announced it had entered into a subscription agreement with Venus Capital in

connection with the Group’s Capital Enhancement Plan. The subscription agreement specified that the Company was

required to issue one warrant for every two shares issued in connection with the mandatory tranches of the new shares

issues. This was a total of 3,425,000,000 share warrants. The subscription agreement specified that the Group was required

to issue one warrant for every five shares issued in connection with the optional tranches of the new shares issues. This

was a total of 1,500,000,000 share warrants. Additionally, an amount of 3,250,000,000 share warrants were issued to Venus

Capital in connection with the signing of the subscription agreement on 26 April 2022. As such the Group issued a total of

8,175,000,000 share warrants to Venus Capital during the year ended 31 December 2022, and as at the 31 December 2023,

these all remain outstanding. The initial terms of the warrants specified that they could be exercised at any time up to 31

December 2025 and have an exercise price of 0.065 pence per warrant.

As these share warrants were issued as a cost of issuing new ordinary shares to Venus Capital they fall into of scope of

IFRS 2 (“Share-based payments”). The total fair value of the above share warrants issued to Venus Capital under the Capital

Enhancement Plan was £4,795,000 and this amount has been fully recognised during 2022.

Share warrants issued to retail shareholders under the Open Offer

On 22 July 2022, the Group announced the Open Offer, giving existing shareholders the opportunity to subscribe for up to

641,710,082 new ordinary share in the Group on the basis of one Open Offer share for every 66 existing ordinary shares held

at an offer price of 0.05 pence per Open Offer share. The Open Offer closed on 17 August 2022 and on 18 August 2022, the

Group announced it would allot and issue 641,710,082 new ordinary shares to those qualifying shareholders and that this

would raise £320,855 gross (and £269,855 net of fees and expenses) for the Group.

In addition to the new ordinary share that were issued, the Group also issued 320,855,008 warrants to the qualifying

shareholders on the basis of one warrant for every two ordinary shares received as a result of the Open Offer. The initial

terms of the warrants specified that they could be exercised at any time up to 31 December 2025 and have an exercise price

of 0.065 pence per warrant.

24 Share-based payments

163 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

As these share warrants were issued as a cost of issuing the new Open Offer ordinary shares they fall into of scope of IFRS 2

(“Share-based payments”). As such, the Directors were required to determine the fair value of the equity-settled share-based

payments at the date on which they were granted. The fair value was determined using a Black-Sholes. The total fair value of the

above share warrants issued in connection with the Open Offer was £261,000 and this amount was fully recognised during 2022.

Subsequent to the issue of the Open Offer warrants, and prior to 31 December 2023, an amount of 160,036,379 (31

December 2022: 49,508,000) of these warrants have been converted in exchange for new ordinary shares and as at 31

December 2023 there is a balance of 160,818,629 Open Offer warrants which remained outstanding (31 December 2022:

271,347,008). On the exercise of the Open Offer warrants, the fair value amount is reclassified from the share-based payment

reserve to retained losses as set out in the consolidated statement of changes in equity for the year ended 31 December 2023.

Share warrants issued to Venus Capital under the 2023 Venus Subscription

On the 28 April 2023, the Company announced it had and entered into a new subscription agreement with Venus Capital, pursuant

to which Venus Capital committed to subscribe for 4,500,000,000 new ordinary shares over two tranches as set out below:

> an initial tranche of 3,375,000,000 new ordinary shares were admitted to a Standard Listing and to trading on the Main

Market on 5 May 2023; and

> a second tranche of 1,125,000,000 new ordinary shares were admitted to a Standard Listing and to trading on the Main

Market on 30 May 2023.

Under the new subscription agreement, new warrants are required to be issued to Venus Capital at a ratio of one warrant for

every two subscription shares issued under the new subscription agreement. This resulted in an obligation for the Group to issue

2,250,000,000 new warrants to Venus (“New Venus Warrants”) which existed at 31 December 2023. These new warrants are each

exercisable into one new ordinary share at a price equal to 0.065 pence per share up to a final exercise date of 31 December 2026.

As these share warrants were issued as a cost of issuing new ordinary shares to Venus Capital they fall into of scope of IFRS 2

(“Share-based payments”). As such, the Directors were required to determine the fair value of the equity-settled share-based

payments at the date on which they were granted. The fair value was determined using a Black-Sholes model which required

certain judgements to be made in determining the most appropriate inputs to be used model and the key judgemental

assumptions have been detailed in note 2. In particular, the key judgemental point was the expected volatility rate of the

Company’s share price over the relevant period prior to the grant of the warrants. The assumption applied in the model for

the warrants to be issued to Venus Capital was 88%. This was based on the actual volatility of the Company’s shares over the

historical period from March 2020 (the date of the reverse takeover) to the valuation date.

The total fair value of the above new share warrants issued to be Venus Capital under the 2023 Venus Subscription was

£1,717,000 and this amount has been fully recognised during the year ended 31 December 2023. Given this amount directly

related to the cost of issuing new ordinary shares to Venus Capital, the total amount of £1,717,000 have been offset against

the share premium balance in accordance with IAS 32 (“Financial Instruments”) and the Companies Act 2006. This amount

was offset against the related share premium that was created in connection with the relevant issue of ordinary share to

Venus Capital as set out in the consolidated statement of changes in equity for the year ended 31 December 2023.

Extension to the expiry date of the warrants issued in connection with the Open Offer carried out on 17 August

2022 and the warrants issued to Venus Capital during 2022

In connection with 2023 Venus Subscription, the final exercise date of the existing 8,175,000,000 warrants issued to Venus

Capital during 2022, under the Capital Enhancement Plan, was agreed to be extended from 31 December 2025 for 12

months to 31 December 2026, through a deed of amendment to the existing warrant instruments. This deed of amendment

was also dated 28 April 2023.

In line with the extension to the expiry date of the existing 8,175,000,000 warrants held by Venus Capital, the shareholders

who participated in the Open Offer during 2022 were asked if they would like to vote to extend the expiry date of the

warrants issued during the Open Offer from 31 December 2025 by 12 months to 31 December 2026. This resolution was

successfully passed at the 2023 Annual General Meeting, and a deed of amendment to the existing warrant instrument was

24 Share-based payments

164 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2023

signed on 23 June 2023.

As outlined above, both of these warrants had been valued previously in line with IFRS 2 (“Share-based payments”). The

modification to the expiry date has therefore also been valued in line with IFRS 2 (“Share-based payments”) with the change in

fair value calculated as the difference between the fair value of the modified equity instrument and that of the original equity

instrument, both of which are estimated at the date of the modification being 28 April 2023 for the relevant warrants held by

Venus Capital, and 23 June 2023 for this warrants issued in connection with the Open Offer.

The change in the fair value due to the extension of the expiry date on those warrants still outstanding at 31 December 2023

was £346,000. Given this amount directly related to the cost of issuing new ordinary shares in the past to Venus Capital or

under the Open Offer, an amount of £132,000 has been offset against the share premium balance in accordance with IAS 32

(“Financial Instruments”). This amount was offset against the related share premium that was created in connection with issue

of the relevant Venus Capital / Open Offer share issue. The remaining fair value amount of £214,000 has been recognised in

retained losses as set out in the consolidated statement of changes in equity for the year ended 31 December 2023.

A summary of the share warrants outstanding as at 31 December 2023 is detailed in the table below:

	Number of	Number of
	warrants outstanding	warrants outstanding
	at 31 December 2023	at 31 December 2022
Share warrants issued to Mercator	961,832,433	961,832,433
Share warrants issued to Venus Capital	8,175,000,000	8,175,000,000
Share warrants to be issued to Venus Capital	2,250,000,000	-
Share warrants issued to retail shareholders	160,818,629	271,347,008
Total	11,547,651,062	9,408,179,441

A summary of the fair value of the share warrants issued during the period, including the change in fair value due to

modification of the terms of certain share warrants, are detailed in the table below:

	2023	2022
	(£ 000)	(£ 000)
Share warrants issued to Mercator	-	236
Share warrants issued to Venus	-	4,795
Share warrants to be issued to Venus	1,717	-
Share warrants issued to retail shareholders	-	261
Increase in fair value of outstanding warrants issued to Venus and retail
shareholders as a result of expiry date extension	346	-
Total	2,063	5,292

Acquisition related earn-out payments

The terms of the TradeFlow acquisition completed in July 2021 included related earn-out payments that, together with the initial

cash payment and issue of equity, form the total legal consideration agreed between the parties. Further details are set out below.

This acquisition related earn-out payments are determined by reference to pre-determined revenue milestone targets in

each of the 2021, 2022 and 2023 financial years. These payments may be forfeited by the selling shareholders should they,

in certain circumstances, no longer remain employed prior to the end of each earn-out period. As such, under the IFRS

Interpretations Committee’s interpretation of paragraph B55 of IFRS 3 (“Business Combinations”), the fair value of these

24 Share-based payments

165 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

earn-out payments have been accounted as a charge to the income statement (as deemed remuneration) rather than as

consideration. The terms of the agreements also allow this acquisition related earn-out payments to be settled in either

cash or equity at the discretion of the Company. As it is the Company’s current intention to settle these payments in equity,

they were previously fair valued at the grant date in line with IFRS 2 (“Share-based payments”) estimated using a Monte Carlo

simulation model.

During the preparation of the prior year financial statements of the Company, management applied their judgement at

the time as to the likelihood of the earn-out targets being achieved and this led the Directors to revise their previous IFRS 2

judgements, in connection with the acquisition related earn-out payments where the 2022 earn-out targets had not been

met, and the likelihood of acquisition related earn-out targets for 2023 being met was considered to be remote. As a result, as

at 31 December 2022, the share-based payment reserve in connection with the 2022 and 2023 acquisition related earn-out

payments was £nil and an amount of £883,000 was released during the financial year ended 31 December 2022 reflecting

the change in management judgement.

As the acquisition related earn-out payment for the 2021 targets was settled during July 2022, an additional amount was

added to the share-based payment reserve of £172,000 which covered the amounts to be recognised in FY22 in line with the

estimated vesting date of March 2022. As this relates to the TradeFlow operations, it has been recognised through the loss

from discontinued operations in the year ended 31 December 2022. Following the settlement of the 2021 acquisition related

earn-out payments in July 2022, as at 31 December 2022, the relevant share-based payment reserve had been released and

the corresponding increase in share capital and share premium was recognised.

As a result of the TradeFlow Restructuring that was commenced during the second half of 2022 and was completed on 30

June 2023, any future potential acquisition related earn-out payments were offset against the cash consideration agreed for

the Group’s 81% stake in TradeFlow that was disposed of. As such, no further acquisition related earn-out payments were

recognised in the current financial year being the year ended 31 December 2023.

Employee share scheme awards

October 2022 Employee share scheme

On 31 October 2022, the Group awarded an LTIP conditional on performance conditions, being the achievement of specified

Total Shareholder Return (“TSR”) (market condition) performance, as well as continued employment. The TSR performance

related to a three year period over the 2022, 2023 and 2024 financial years and the required TSR performance is set out in

the table below with the adjusted share price measurement period being the average closing mid-market price of a share

over a three month period ending on the last dealing day of the performance period:

Adjusted share price per share	Percentage of TSR award vesting
Below 0.6945 pence	0%
Equal to 0.6945 pence	25%
1 penny or greater	100%

Vesting is on a straight-line basis between target levels.

The vesting date of these share awards is 31 October 2025, and the continued employment covers up until this date. The share

awards issued to the Chief Executive Officer are subject to an additional 2 years holding period following the vesting date.

24 Share-based payments

166 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2023

For those share schemes with market related vesting conditions, the fair value is determined using the Monte Carlo model at

the grant date. The following table lists the inputs to the model used for the awards granted in the year ended 31 December

2022 based on information at the date of grant:

LTIP awards (granted on 31 October 2022)	TSR element
Share price at date of grant	0.08 pence
Award price	0.002 pence
Volatility	116.38%
Life of award	3 years
Risk free rate	3.34%
Dividend yield	0%
Fair value per award	0.0245 pence

The additional holding period applicable to the share awards issued to the Chief Executive Officer have been valued using the

Finnerty model. The following table lists the inputs to the model used for the awards granted in the year ended 31 December

2022 based on information at the date of grant:

LTIP awards (granted on 31 October 2022)	TSR element additional holding period
Share price at date of grant	0.08 pence
Award price	0.08 pence
Volatility	116.73%
Life of holding period	2 years
Risk free rate	3.60%
Dividend yield	0%
Fair value per award with holding period	0.0208 pence

These awards will be equity-settled by award of ordinary shares. The total share-based payment charge recognised in the

consolidated statement of comprehensive income for the year ended 31 December 2023 in relation to the October 2022

employee share scheme options is £60,000 (2022: £11,000). As all social security charges with respect to the share awards

will be the responsibility of the employee, no expense has been recognised by the Group in respect of these charges.

The following table summarised the movements in the number in share awards issued by the Company in October 2022:

	2023	2022
	No	No
Outstanding at 1 January	874,783,094	-
Conditionally awarded in year	-	874,783,094
Exercised	-	-
Forfeited or expired in year	(88,125,000)	-
Outstanding at 31 December	786,658,094	874,783,094
Exercisable at the end of the year	-	-

24 Share-based payments

167 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

May 2023 Employee share scheme

On 19 May 2023, the Group awarded its second LTIP conditional on performance conditions to certain employees, being the

achievement on continued employment and the achievement of performance conditions relating to the specified TSR (market

condition) performance (50%) and the specific GBP amount of Inventory Monetised (non market condition) (50%). Each of

the performance conditions relate to a three year period over the 2023, 2024 and 2025 financial years and the required

performance is as follows:

> with respect to the TSR element the adjusted share price measurement period is the average closing mid-market price of

a share price over a three month period ending on the last dealing day of the performance period, being 31 December

2025. If the average share price during the measurement period is 0.15p then 25% of the aware will vest, and this

increases on a straight line basis to 0.3p for 100% of vesting; and

> with respect to the GBP amount of Inventory Monetised the measurement period is by the end of the performance

period, being 31 December 2025. 25% of the award will vest if £300m of inventory is monetised (in aggregate) over

the three year performance period, increasing on a straight line to 100% of the award to vest if £400m of inventory is

monetised (in aggregate) over the same three year performance period.

The vesting date of these share awards is 19 May 2026, and the continued employment covers up until this date. The share

awards issued to the Chief Executive Officer are subject to an additional 2 years holding period following the vesting date.

For those share schemes with market related vesting conditions, the fair value is determined using the Monte Carlo model

at the grant date. For those share schemes with non-market vesting conditions, the fair value is determined using the Black

Scholes model at the grant date. The following table lists the inputs to the models used for the May 2023 share awards

granted based on information at the date of grant:

LTIP awards (granted on 19 May 2023)	TSR element	Inventory Monetisation element
Share price at date of grant	0.14 pence	0.14 pence
Award price	0.002 pence	0.002 pence
Volatility	119.81%	n/a
Life of award	3 years	3 years
Risk free rate	3.90%	n/a
Dividend yield	0%	0%
Fair value per award	0.1098 pence	0.1384 pence

The additional holding period applicable to the share awards issued to the Chief Executive Officer have been valued using

the Finnerty model. The following table lists the inputs to the model used for the awards granted during the year ended 31

December 2023 based on information at the date of grant:

LTIP awards (granted on 19 May 2023)	TSR element	Inventory Monetisation element
Share price at date of grant	0.14 pence	0.14 pence
Award price	0.14 pence	0.14 pence
Volatility	127.25%	127.25%
Life of award	2 years	2 years
Risk free rate	3.87%	3.87%
Dividend yield	0%	0%
Fair value per award	0.0924 pence	0.1165 pence

24 Share-based payments

168 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2023

These awards will be equity-settled by award of ordinary shares. The total share-based payment charge recognised

consolidated statement of comprehensive income for the year ended 31 December 2023 in relation to the May 2023

employee share scheme options was £71,000 (2022: £nil). As all social security charges with respect to the share awards will

be the responsibility of the employee, no expense has been recognised by the Group in respect of these charges.

The following table summarised the movements in the number in share awards issued by the Company in May 2023:

	2023	2022
	No	No
Outstanding at 1 January	-	-
Conditionally awarded in year	343,548,435	-
Exercised	-	-
Forfeited or expired in year	(34,453,125)	-
Outstanding at 31 December	309,095,310	-
Exercisable at the end of the year	-	-

25 Share issue costs

The costs relating to the various share issues that took place during the year have been netted off against the amount of

share premium that is recognised in respect of the share issue to which they directly relate. Any amounts in excess of the

share premium recognised, are taken to retained losses. Details of the share issue costs recognised during the year ended 31

December 2023 are set out in the table below.

		2023	2023
		(£ 000)	(£ 000)
		Costs recognised	Costs recognised
		in share premium	in retained losses
		£000	£000s
2023	Venus Subscription warrant costs (note 24)	1,717	-
Other costs (legal fees, listing fees, commission cost)		254	-
Impact of extension of expiry date of warrants issued during 2022 relating to Capital
Enhancement plan and Open Offer warrants (note 24)		132	214
Total		2,103	214

	2022	2022
	(£ 000)	(£ 000)
	Costs recognised	Costs recognised
	in share premium	in retained losses
Capital enhancement plan warrant costs (note 24)	3,204	1,591
Capital enhancement plan costs settled through issue of convertible loan notes	343	-
Open offer warrant costs (note 24)	247	14
Other costs (legal fees, listing fees, registrars’ fees)	230	-
Total	4,024	1,605

24 Share-based payments

169 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

26 Discontinued operations and TradeFlow Restructuring

During the second half of 2022, the Board of Directors of the Company began the process of the TradeFlow Restructuring,

and as such in the financial statements for the year ended 31 December 2022, it was considered that the TradeFlow

operations meet the criteria to be classified as held for sale at the balance sheet date in accordance with IFRS 5 (“Non-current

Assets Held for Sale and Discontinued Operations”). This is due to the fact that as at this date the details of the TradeFlow

Restructuring had all been agreed in principle between the parties and was expected to be completed post year-end. As a

result the TradeFlow operations were available for immediate sale in its present condition and it was highly probably that that

sale would be completed at 31 December 2022. With the classification as discontinued operations, the TradeFlow operations

have been excluded from the segmental reporting note (note 3).

Subsequently, on 30 June 2023 the Company announced that had entered into relevant binding commercial agreements

to complete the TradeFlow Restructuring. The rationale behind the completion of the TradeFlow Restructuring is to better

serve the needs of the Group’s client companies and funders of both businesses, and to create value for the Company’s

shareholders by eliminating any perception of conflicts of interest between the two businesses and provide both businesses

with greater commercial opportunities through the clear differentiation of responsibilities of the individual entities.

The TradeFlow Restructuring resulted in the Group reducing its ownership in TradeFlow from 100% to 19% by selling 81%

of the issued share capital in TradeFlow to Tom James and John Collis (the “Buyers”). The consideration for the Group’s 81%

stake in TradeFlow was £14,386,100 of which £12,386,100 was netted off against potential future amounts owed by the

Group to the Buyers under the terms of an earn-out letter relating to the original acquisition of TradeFlow in July 2021.

This resulted in a remaining £2,000,000 consideration to be receivable by the Group. On the 30 June 2023, the Group’s major

shareholder, TAG, assumed the obligation of the Buyers to pay the Company the remaining £2,000,000 by way of the Deed of

Novation. The £2,000,000 was to be repaid by TAG to SYME in multiple tranches, with the final tranche being due for payment

by 31 January 2024. In consideration for assuming the £2,000,000 obligation of the Buyers, TAG acquired 1,026,525,520

existing ordinary shares of nominal value £0.00002 each in the capital of the Company from the Buyers.

The accounting for the TradeFlow Restructuring has been reflected in the consolidated financial statements for the year

ended 31 December 2023. During the period from 1 January 2023 and up until the date of completion of the TradeFlow

Restructuring, being 30 June 2023, the TradeFlow operations continued to meet the criteria to be classified as held for sale

in accordance with IFRS 5 (“Non-current Assets Held for Sale and Discontinued Operations”). The TradeFlow operations

contributed a loss of £185,000 (inclusive of the profit on disposal of 81% of TradeFlow referred to below) in the period from 1

January 2023 to 30 June 2023.

From 30 June 2023, the assets and liabilities of TradeFlow, including the intangible assets acquired on the acquisition of

TradeFlow in July 2021, are no longer consolidated by the Group, and instead the fair value of the new 19% investment of

£352,000 was recognised on the balance sheet, together with the outstanding consideration to be received from TAG as

at 30 June 2023. The difference between these items resulted in profit on disposal of 81% of TradeFlow recorded in the

consolidated financial statements for the year ended 31 December 2023 of £718,000.

170 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2023

The results of the TradeFlow (discontinued) operations for the period from 1 January 2023 to 30 June 2023 are presented

below:

	6 months to
	30 June 2023*	2022
	£ 000	£ 000
Revenue	684	629
Administrative expenses	(1,037)	(1,705)
Other operating income	24	22
Amortisation of intangible assets	(442)	(846)
Acquisition related earn-out	-	710
Impairment	-	(765)
Foreign currency translation loss reclassified to comprehensive income	(62)	-
Profit on disposal of 81% of TradeFlow	718	-
Operating loss	(115)	(1,955)
Finance costs	(145)	(356)
Loss before tax	(260)	(2,311)
Deferred tax credit	75	144
Loss for the period	(185)	(2,167)

* Represents the results for the six-month period prior to the finalisation of the TradeFlow Restructuring on 30 June 2023.

The net cash flows from the TradeFlow operations were as follows:

	6 months to
	30 June 2023*	2022
	£ 000	£ 000
Net cash flow from operating activities	(405)	(1,228)
Net cash flow from investing activities	-	(1)
Net cash flow from financing activities	405	1,517
Net cash outflow	-	288

* Represents the cash flows for the six-month period prior to the finalisation of the TradeFlow Restructuring on 30 June 2023.

26 Discontinued operations and TradeFlow Restructuring

171 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

The calculation of the profit on disposal of 81% of TradeFlow as at 30 June 2023 is shown below:

	6 months to
	30 June 2023
	£ 000
Accounting fair value of the 81% ownership of the TradeFlow operations disposed of by the Group	2,000
Accounting fair value of 19% ownership of the TradeFlow operations retained by the Group	352
	2,352
Less:
Accounting fair value of net assets disposed of by the Group	(1,634)
Profit on disposal of 81% of TradeFlow	718

The value of the 19% ownership of the TradeFlow operations retained by the Company was calculated with reference to the

specifics set out in the TradeFlow Restructuring share purchase agreement dated 30 June 2023 (the “TradeFlow SPA”). These

specifics included:

a) The TradeFlow SPA set out the total legal consideration for the 81% of the TradeFlow business and required a cash

amount of £2,000,000 to be payable to the Company by the Buyers as a result of the TradeFlow Restructuring;

b) Based on the amount agreed in a) above, the estimated accounting fair value of 100% of the TradeFlow operations is

assumed to be £2,469,000; and

c) Based on the numbers set out in a) and b) above, the fair value of the 19% investment in TradeFlow retained by the

company as at 30 June 2023 is £469,000. Management then applied a discount of 25% to this fair value to take account of

the fact that the Group no longer controls TradeFlow operations. This discount applied is a management judgement that

will continue to be reassessed at each reporting date.

The major classes of assets and liabilities of the TradeFlow operations as at 31 December 2022 and 30 June 2023,

immediately prior to the finalisation of the TradeFlow Restructuring, are shown below:

	As at 30 June 2023*	As at 31 December 2022
	£ 000	£ 000
Assets
Intangible assets	5,841	6,283
Tangible assets	2	4
Trade and other receivables	174	101
Contract assets	119	132
Cash and cash equivalents	305	324
Assets of disposal group held for sale	6,441	6,844
Liabilities
Trade and other payables	482	430
Long-term borrowings	3,440	3,171
Deferred tax liability	885	960
Liabilities of disposal group held for sale	4,807	4,561
Net assets	1,634	2,283

* Represents the assets and liabilities of the TradeFlow operations as at 30 June 2023 immediately prior to the finalisation of the TradeFlow Restructuring.

26 Discontinued operations and TradeFlow Restructuring

172 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2023

TradeFlow long-term borrowings

On 1 April 2022, TradeFlow settled the outstanding unsecured loan notes earlier than the original maturity date of 23 October

2023. This involved the settlement of the principal amount of USD$1,700,000, the additional redemption premium cost of

USD $300,000 and accrued interest of USD $100,000. These long-term borrowings were replaced by a second long-term

loan facility, with the same third party, for USD $3,800,000, which has a maturity date of 31 March 2026. The replacement

long-term borrowings bears a simple fixed interest rate of 7.9% per annum and has an additional redemption premium cost

of USD$200,000 which is payable at the time the principal is repaid. In accordance with IFRS 9 (“Financial Instruments”) the

second long-term loan facility resulted in a substantial modification to the previous loan note facility.

Both the unsecured loan notes and the new loan facility include a redemption premium cost which is payable together with

the settlement of the principal amount of the facility. This redemption premium cost is recognised over the expected life of

the facility using the effective interest rate method. Due to the early settlement of the unsecured loan notes this resulted in

the unrecognised portion of the redemption premium cost being accelerated. This contributed an additional finance cost of

£122,000 during the year ended 31 December 2022.

On 22 May 2023, TradeFlow signed an additional loan agreement with the same third party as the loan agreement signed on

1 April 2022. This new loan agreement was for USD $500,000, which has a maturity date of 31 March 2026. The new long-

term borrowings bears a simple fixed interest rate of 7.9% per annum and has an additional redemption premium cost of

USD$50,000 which is payable at the time the principal is repaid. As with the existing long-term borrowings, the redemption

premium cost is recognised over the expected life of the facility using the effective interest rate method.

27 Investments

As set out in note 26, the fair value of the 19% investment in the equity instruments of TradeFlow was initially recorded having

regard to the accounting consideration received for the disposal of 81% of the Groups holding in TradeFlow as adjusted for

an appropriate discount for loss of control. At the 31 December 2023, a fair value adjustment of £68,000 was recorded on the

basis of the movement in TradeFlow’s net liabilities between 30 June 2023, the date of disposal, and the balance sheet date,

being 31 December 2023.

28 Related Party Transactions

During the year ended 31 December 2023, the following are treated as related parties:

Alessandro Zamboni

Alessandro Zamboni is the Chief Executive Officer of the Group and is also the sole director of the AvantGarde Group S.p.A

(“TAG”) as well as holding numerous directorships across companies including RegTech Open Project plc. Both of these

entities are related parties due the following transactions that took place over the current or prior financial years.

TAG and the Group’s operating subsidiaries

Alessandro Zamboni is the CEO of the Group and is also the sole director of TAG. As at 31 December 2023, TAG held 24.00%

of the total ordinary shares issued in Supply@ ME Capital plc (as at 31 December 2022: 22.5%).

Following the reverse takeover in March 2020, the Group entered into a Master Service Agreement with TAG in respect

of certain shared services to be provided to the Group. During the year ended 31 December 2023, the Group incurred

26 Discontinued operations and TradeFlow Restructuring

173 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

expenses of £39,000 (2022: £70,000) to TAG in respect of this agreement. Additionally, during the year ended 31 December

2023, the Group incurred costs of £22,000 from TAG (2022: £nil) in relation certain ICT services provided, reimbursed TAG for

an amount of £2,400 relating to ICT costs that TAG initially incurred on behalf of the Group (2022: £nil), and had recognised

£45,000 of capitalised legal costs which had been incurred on behalf of the Group by TAG (2022: £nil).

In relation to the amounts detailed above, as at 31 December 2023 the following amounts were recognised in the

consolidated statement of financial position:

> no amounts were included in either trade receivable or trade payables as being owed by the Group to TAG (31 December

2022: £9,000 net Receivable); and

> an amount of £58,000 (2022: £nil) had been accrued as other payables in respect of those costs that had been incurred

but not yet invoiced by TAG as at 31 December 2023.

TAG and TradeFlow Restructuring

On 30 June 2023, TAG assumed the remaining £2,000,000 consideration arising from the TradeFlow Restructuring, to be

receivable by the Group from the Buyers, by way of a debt novation deed. The £2,000,000 was to be repaid by TAG to the

Company in multiple tranches, with the final tranche being due by 31 January 2024. As at 31 December 2023 an amount

of £772,000 remained outstanding from TAG in relation to this amount (31 December 2022: £nil), of which £227,000 was

overdue and £500,000 was due for payment on 31 January 2024.

The payment of the £1,228,000 received prior to 31 December 2023, was paid through a split of £771,000 in cash, £421,000

by way of formal debt novation agreements with specific suppliers whereby the debt held by the Group was novated to TAG

with no recourse to the Group, and £36,000 by way of offset against amounts owed by the Group to TAG.

In relation to the Group debt that was novated to TAG in lieu of a cash payment, as at 31 December 2023 the Group held an

amount receivable from TAG on its balance sheet for the value of £53,000 (31 December 2022: £nil). This primarily related

to VAT amounts on certain “proforma” invoices that had been novated, as the VAT receivable was yet to be recorded in the

Group’s statement of financial position. As such, this amount has been recorded as being receivable from TAG and when the

“formal” invoices are issued from the supplier, this amount will be reclassified as a VAT receivable.

The Company has been charging a late fee to TAG in terms of overdue payments of this particular receivable balance, and

this late fee is calculated at a compounding rate of 15% per annum on any amounts of the instalments not transferred to the

Company by the relevant due date, in accordance with the contractual arrangements. During the year ended 31 December

2023, the Group recognised £11,000 of interest revenue (2022: £nil) in relation to the late payments by TAG in respect of this

particular receivable balance. As at 31 December 2023, the full amount of this interest revenue remained outstanding.

As set out in note 30, subsequent to 31 December 2023, and prior to the release of these financial statements, TAG had

repaid £655,000 of the £772,000 outstanding at 31 December 2023, through the receipt of cash payments and further

offsets against amounts owed to TAG. The related late payment interest remained unpaid and continues to accrue interest.

TAG Unsecured Working Facility

On the 28 April 2023, the Company and TAG entered into a fixed term unsecured working capital loan agreement (the “TAG

Unsecured Working Capital facility”). Under the TAG Unsecured Working Capital facility, TAG agreed to provide, subject to

customary restrictions, a facility of up to £2,800,000, in tranches up to 31 January 2024, to cover the Company’s interim

working capital and growth needs. In conjunction with the TradeFlow Restructuring, which was completed on 30 June

2023, the £2,000,000 receivable by the Company that was assumed by TAG from the Buyers, was offset against the current

obligations of TAG under TAG Unsecured Working Capital facility. The amendment to the TAG Unsecured Working Capital

facility was agreed on 30 June 2023 and this reduced the obligations to the Company under the TAG Unsecured Working

Capital facility to up to £800,000 (the “amended TAG Unsecured Working Capital facility”).

The due date for repayment by the Company of amounts drawn under the TAG Unsecured Working Capital facility is 1 February

2028. Any sums drawn under the TAG Unsecured Working Capital facility will attract a non-compounding interest rate of 10% per

28 Related Party Transactions

174 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2023

annum, and any principal amount (excluding accrued interest) outstanding on 1 February 2028 will attract a compounding interest

rate of 15% per annum thereafter. Interest will be due to be paid annually on 31 March of each relevant calendar year.

On 30 June 2023, the Company issued a draw down notice to TAG under the amended TAG Unsecured Working Facility for

the full £800,000 available. As at 31 December 2023, £250,000 had been received from TAG in respect of this facility (31

December 2022: £nil). In respect of these amounts received from TAG, the Group recognised an interest expense of £7,000

(2022: £nil), which all remained unpaid as at 31 December 2023.

As set out in note 30, subsequent to 31 December 2023, and prior to the release of these financial statements, TAG had

provided the remaining £550,000 in order to satisfy the full amount of £800,000 drawn down by the Company under the

amended TAG Unsecured Working Capital facility. Additionally on 26 March 2024, the Company and TAG signed a second

deed of amendment agreement, which allowed the full outstanding amount of the amended TAG Unsecured Working Capital

facility to be extinguished by the issue of 1,500,000,000 new ordinary shares which were issued to TAG on 28 March 2024.

Top-Up Shareholder Loan Agreement

On 28 September 2023, the Company and TAG entered into an English law governed top-up unsecured shareholder loan

agreement (the “Top-Up Shareholder Loan Agreement”), pursuant to which TAG agreed to provide the Company with a

further facility of up to £3,500,000 to cover the Company’s working capital and growth needs up to 30 June 2025 (the “Top-Up

Facility”).

Details of this Top-Up Facility are set out below:

> The Company has the ability to draw down up to £3.5 million in monthly instalments over the period to 30 June 2025;

> On a monthly basis the Board will assess (acting in good faith and in its sole and absolute discretion) if the Group’s

projected cash balance on the last business day of the coming calendar month will be less than £250,000 following the

Group’s scheduled balance of receipts and payments for the next month by reference to, inter alia, the Group’s contracted

receivables, revenues and payables due for receipt or payment in the next month, the Group’s contracted fixed operating

expenditure and/or capital expenditure due for payment in the next month, the cash inflows in the next month arising

from any warrants that have been contractually exercised and any projected unrestricted cash amounts resulting from any

contractually agreed alternative equity, debt or hybrid financing (including, but not limited to, pursuant to a pre-emptive

offering of ordinary shares and a non-pre-emptive offering of ordinary shares) for such month;

> If the above assessment results in the Group’s projected cash balance on the last business day of the coming calendar

month being less than £250,000, the Company may draw down an amount under the TAG Top-Up Shareholder Loan

Agreement which is no greater than the GBP amount to ensure that the Group’s bank balances in the coming month shall

be equal to £250,000;

> Repayment of any sum drawn down under the TAG Top-Up Shareholder Loan Agreement will be due five calendar years

(calculated on the basis of a year of 360 days) from the date which funds are received by the Company subject to the

relevant draw down request;

> Any sums drawn down by the Company under the TAG Top-Up Unsecured Shareholder Loan will attract a non-

compounding interest rate of 10% per annum, and any principal amount (excluding accrued interest) outstanding on a

relevant due date shall attract a compounding rate of 15% per annum thereafter. Interest will be due to be paid annually

on 31 March of each relevant calendar year.

As at 31 December 2023, the Group had issued draw down notices to the value of £969,000 to TAG, however these

amounts had not yet been received by the Group (31 December 2022: £nil). As a result of the late payment of the amounts

drawn down by TAG, the Group recognised an interest revenue of £11,000 (2022: £nil), which all remained unpaid as at 31

December 2023.

As set out in note 30, subsequent to 31 December 2023, and prior to the issue of these financial statements, the Company

issued additional draw down notices under the Top-Up Shareholder Loan Agreement to the value of £779,000 and had

received £nil from TAG.

28 Related Party Transactions

175 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

RegTech Open Project S.p.A (“RTOP S.p.A”) and RegTech Open Project plc (“RTOP plc”)

RTOP plc is a regulatory technology company focussed on the development of an integrated risk management platform

for Banks, Insurance Companies and Large Corporations. Alessandro Zamboni is a Non-Executive Director of RTOP plc and

Albert Ganyushin is the Chair of the Board of directors of RTOP plc. TAG also is the majority ultimate beneficial shareholder of

RTOP plc. Prior to RTOP plc’s listing of its ordinary shares on the standard segment of the Official List of the Financial Conduct

Authority and to trading on the main market for listed securities of London Stock Exchange plc in August 2023, the operations

of this RTOP plc were run through RTOP S.p.A and Alessandro Zamboni was the sole director of RTOP S.p.A.

In July 2022, the Company entered into an agreement with RegTech S.p.A, pursuant to which RTOP S.p.A was engaged to build

and create a number of modules for the Company, including “data factory” (i.e., data ingestion and business rule application),

and, during the year ended 31 December 2022, £270,000 has been paid by the Company to RTOP S.p.A pursuant to that

agreement. As at 31 December 2022 there is an outstanding amount accrued by the Group of £58,000 to RTOP S.p.A in

relation to this specific agreement.

During the year ended 31 December 2023, no further activities were undertaken with RTOP S.p.A, with the exception of the

payment of the amounts that had been accrued at 31 December 2022. As such no amounts were outstanding with RTOP

S.p.A at 31 December 2023 (31 December 2022: £nil).

As part of RTOP Plc’s listing onto the main market of the London Stock Exchange in August 2023, the contract referred to

above was novated to RTOP plc.

TradeFlow Capital Management Pte. Ltd. (TradeFlow)

On 30 June 2023, TradeFlow entered into a three-year White-Label licence agreement with Supply@ME Technologies S.r.l., a

wholly owned subsidiary of the Group, with respect to use of the Platform, on a non-exclusive basis and limited to the Asia-

Pacific region, for a total consideration of £1,000,000 payable over a three-year period. As at 31 December 2023, no amounts

have been billed in respect of this contract, and no revenues have been recognised, as the two parties have been undergoing

discussions regarding the point in time when the access to the Platform will be activated.

Eight Capital Partners Plc

David Bull, an Independent Non-Executive Director and Audit Committee Chair was the CEO of Eight Capital Partners Plc from

22 June 2021 until 12 August 2022. Following the reverse takeover in March 2020, the Company entered into a Master Service

Agreement with Eight Capital Partners Plc in respect of certain shared service to be provided to the Group. This agreement

was terminated in early 2022 and as such there were no expenses in respect of this agreement with Eight Capital Partners Plc

were incurred during the year ended 31 December 2023 (year ended 31 December 2022: £3,000).

SFE Société Financière Européenne SA

During the current financial year, the Group has been collaborating with a group of private investors and subject matter

experts of working capital solutions to launch an independent Swiss-based trading business (the “the CH Trading Hub”) to

replace the Cayman-based global inventory fund (“GIF”), previously advised by TradeFlow Capital Management Pte. Ltd. The

CH Trading Hub, owned by Société Financière Européenne S.A. (“SFE”), is also expected to assume control of the independent

stock companies from the GIF once this restructuring is completed, and has purchased / set up additional stock companies

in order to manage the overall trading businesses using the Platform and the associated services provided by the Group.

Alessandro Zamboni, the CEO of SYME Group, has, along with a number of other investors, a personal non-controlling

interest in SFE. During the year ended 31 December 2023, no transactions were directly entered into between the Group and

SFE, however subsequent to 31 December 2023, and prior to the release of these financial statements, both the Group and

SFE where parties to the term sheet that was signed with respect to the commitment for the first White-Label transaction.

28 Related Party Transactions

176 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2023

29 Controlling party

At 31 December 2023 the Directors do not believe that a controlling party exists.

30 Subsequent events

Shares issued post year relating to Open Offer Warrant Conversions

> On 11 January 2024, the Company announced the exercise of 31,055 Open Offer Warrants by certain Qualifying

Shareholders, and the issue of 31,055 Open Offer Warrant Shares.

> On 19 February 2024, the Company announced the exercise of 14,772 Open Offer Warrants by certain Qualifying

Shareholders, and the issue of 14,772 Open Offer Warrant Shares.

TAG unsecured Working Capital loan agreement

Subsequent to 31 December 2023, and prior to the release of these financial statements, TAG had provided the remaining

£550,000 in order to satisfy the full amount of £800,000 drawn down by the Company under the amended TAG Unsecured

Working Capital facility. Additionally, on 26 March 2024, the Company and TAG signed a second deed of amendment

agreement, which allowed the full outstanding amount of the amended TAG Unsecured Working Capital facility to be

extinguished by the issue of 1,500,000,000 new ordinary shares which were issued to TAG on 28 March 2024.

Top-Up Shareholder Loan Agreement

Subsequent to 31 December 2023, and prior to the release of these financial statements, the Company issued further draw down

notices to TAG for an aggregate amount of £779,000, bringing the total amount drawn down under the Top-Up Shareholder Loan

Agreement to £1.7 million. The total amount drawn remains unpaid as at the date of these financial statements.

Deed of Novation

Subsequent to 31 December 2023, and prior to the release of these financial statements, TAG had repaid £655,000 of the

£772,000 remaining outstanding at 31 December 2023, leaving an amount outstanding of £117,000. The associated late

payment interest remained outstanding and continues to accrue at the release date of the financial statements.

177 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

Company Statement of Financial Position

As at 31 December 2023

Note

As at

31 December 2023

£ 000

As at

31 December 2022

£ 000

Non-current assets

Property, plant and equipment 3 7

Investments 3 293 2,478

Other non-current assets 18 19

Total non-current assets 314 2,504

Current assets

Trade and other receivables 4 132 612

Cash and cash equivalents 3 229

Receivable from related party 5 772 -

Total current assets 907 841

Total assets 1,221 3,345

Current liabilities

Trade and other payables 7 1,507 1,035

Total current assets 1,507 1,035

Non-current liabilities

Long-term borrowings 8 250 -

Total non-current liabilities 250 -

Total liabilities 1,757 1,035

Net (liabilities)/assets (536) 2,310

Equity attributable to owners of the parent

Share capital 6 5,989 5,897

Share premium 25,396 25,269

Share-based payment reserve 9 7,969 5,871

Retained losses (39,890) (34,727)

Total equity (536) 2,310

A separate income statement for the parent company has not been presented, as permitted by section 408 of the

Companies Act 2006. The Company’s loss for the year ended 31 December 2023 was £5,044,000 (2022: loss for the year of

£8,339,000)

The notes on pages 179–195 form an integral part of these financial statements.

The Company financials on pages 177–195 were approved and authorised for issue by the Board on 30 April 2023 and signed

on its behalf by:

Mr. Alessandro Zamboni Mr. David Bull

CEO and Executive Director Independent Non-Executive Director and Chair of Audit Committee

Supply@ME Capital plc - Registration number: 03936915

178 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

for the Year Ended 31 December 2022 Notes

Share capital

£ 000

Share Premium

£ 000

Share-based

payment

reserve

£ 000

Retained

losses

£ 000

Total

£ 000

At 1 January 2022 5,486 18,171 2,018 (24,823) 852

Loss for the year - - - (8,339) (8,339)

5.486 18,171 2,018 (33,162) (7,487)

Issuance of new ordinary shares 6 406 10,396 - - 10,802

Costs incurred in connection with the

issuance of new ordinary shares 10 - (4,024) - (1,605) (5,629)

Credit to equity for issue of warrants 9 - - 5,292 - 5,292

Exercise of Open Offer warrants 9 1 31 (40) 40 32

Credit to equity for prior year acquisition

related earn-out payments 9 - - 172 - 172

Settlement of prior year acquisition

related earn-out payment 4 695 (699) - -

Debit to equity for current year and future

acquisition related earn-out payments - - (883) - (883)

Equity settled employee share-based

payment schemes - - 11 - 11

At 31 December 2022 5,897 25,269 5,871 (34,727) 2,310

for the Year Ended 31 December 2023 Notes

Share capital

£ 000

Share Premium

£ 000

Share-based

payment

reserve

£ 000

Retained

losses

£ 000

Total

£ 000

At 1 January 2023 5,897 25,269 5,871 (34,727) 2,310

Loss for the year (5,044) (5,044)

5,897 25,269 5,871 (39,771) (2,734)

Issuance of new ordinary shares 6 90 2,160 - - 2,250

Costs incurred in connection with the

issuance of new ordinary shares 10 - (1,971) - - (1,971)

Credit to equity for issue of warrants 9 - - 1,717 - 1,717

Exercise of Open Offer warrants 9 2 70 (95) 95 72

Increase in fair value of previously issued

warrant 9 - (132) 346 (214) -

Equity settled employee share-based

payment schemes - - 130 - 130

At 31 December 2023 5,989 25,396 7,969 (39,890) (536)

The notes on pages 179–195 form an integral part of these financial statements.

Company Statement of Changes in Equity

179 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

1 General information

Supply@ME Capital Plc (the “Company” or “SYME”) is a

public company limited by share capital incorporated and

domiciled in England. The address of its registered office is

27/28 Eastcastle Street, London W1W 8DH. The Company’s

ordinary shares are traded on the Main Market of the

London Stock Exchange.

These financial statements are the separate financial

statements for the Company and have been prepared in

compliance with Financial Reporting Standard 102, the

Financial Reporting Standard applicated in the United

Kingdom and the Republic of Ireland (“FRS 102”) and the

Companies Act 2006.

The Company’s financial statements are presented in

Pounds Sterling, the Company’s functional and presentation

currency, and all values are rounded to the nearest

thousand pounds (£’000) except when otherwise stated.

These financial statements have been prepared under

the historical cost convention, modified to include certain

financial instruments at fair value. The principal accounting

policies are set out below, which have been consistently

applied to all the years presented.

As permitted by FRS 102 section 1.12, the Company has

taken advantage of the disclosure exemptions available

under that standard in relation to:

> Section 7 “Statement of Cash Flows”: Presentation of a

statement of cash flow and related notes and disclosures;

> Section 11 “Basic Financial Instruments” and Section 12

“Other Financial Instrument Issues”: Carrying amounts,

interest income/expense and net gains/losses for each

category of financial instrument; basis of determining fair

values; details of collateral, loan defaults or breaches

> Section 26 “Share-based Payment”: Share-based payment

expense charged to profit or loss, reconciliation of

opening and closing number and weighted average

exercise price of share options, how the fair value of

options granted was measured, measurement and

carrying amount of liabilities for cash-settled share-based

payments, explanation of modifications to arrangements;

> Section 33 “Related Party Disclosures”: Compensation for

key management personnel.

The parent company meets the definition of a qualifying

entity under FRS 102. Where required, equivalent

disclosures are given in the Group consolidated accounts of

Supply@ME Capital Plc.

Supply@ME Capital Plc is the parent company of the Group

and its results are included in the consolidated financial

statements on pages 121–176.

2 Accounting policies

Going concern

These financial statements have been prepared on a going

concern basis. The Directors have assessed the Company’s

ability to continue in operational existence for the foreseeable

future. During this assessment, the Directors identified that the

going concern assessment of the Company is directly linked to

the going concern assessment of the Group.

The full going concern assessment of the Group, being the

Company and its subsidiaries, has been set out in note 2 to

the Group’s consolidated financial statements for the year

ended 31 December 2023. In particular, the going concern

assessment of the Group identified material uncertainties

which may cast significant doubt on the Group’s ability to

continue as a going concern. These material uncertainties

related to the timing and future growth rates of cash flows

from revenue generation and timing of cash flows due to the

Group under specific contractual funding arrangements in

place. Despite these factors being identified, the Directors do

however remain confident in the business model and believe

the Group could be managed in a way to allow it to meet its

ongoing commitments and obligations through mitigating

actions including cost saving measures and securing

alternative sources of funding should this be required.

As such, the Directors consider it appropriate to continue to

prepare these financial statements on a going concern basis

and have not included the adjustments that would result if the

Company and Group were unable to continue as a going concern.

Investments in subsidiaries

Subsidiaries are all entities over which the Company has

control. The Company controls an entity when the Company

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.

Unless otherwise stated, the investments in subsidiary

undertakings are stated at cost, including the costs

associated with the acquisitions, if applicable.

The value of the acquisition of Supply@ME S.r.l. during the

financial year ended 31 December 2020, and TradeFlow

Capital Management Pte. Ltd. (“TradeFlow”) during the

financial year ended 31 December 2021, as shown in the

accounts of the holding company, has been determined by

applying the sections 610, 612 and 615 of the Companies

Act 2006 as they relate to merger relief. These sections

of the Companies Act 2006 are applicable to corporate

investments where more than 90% of the acquired entity is

represented by a share for share exchange, as occurred with

Notes to the Company Financial Statements

for the Year Ended 31 December 2023

180 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

Notes to the Company Financial Statements

for the Year Ended 31 December 2023

the acquisition of Supply@ME S.r.l. and TradeFlow. In this

instance FRS 102 allows the investment to be carried in the

Company’s balance sheet at the nominal value of the shares

issued, ignoring any associated share premium.

The carrying value referred to above is then adjusted by:

a) any provision for impairment in the value. Where events

or changes in circumstances indicate that the carrying

value of an investment may not be recoverable, an

impairment review is carried out. An impairment write

down is recognised to the extent that the carrying value

of the investment exceeds the higher of fair value less

costs to sell and value in use; and

b) any increases or decreases due to acquisition related earn-

out payments recognised in the Company’s subsidiaries

during the current year. Refer to the share-based payment

reserve accounting policy for further details.

Any subsidiary undertakings sold or acquired during the year

are included up to, or from, the date of acquisition or the date

of the change of control. Any profit or loss on disposal of shares

in a subsidiary entity are recognised in the profit or loss. When

control of the subsidiary is lost, and no significant influence

exists, any remaining equity holdings will be recognised as an

investment on the balance sheet and accounted for in line with

the other investment accounting policy.

The amounts due to and from subsidiaries are unsecured,

interest free and repayable on demand. The carrying amounts

of such payables or receivables are considered to be the same

as their fair values due to their short-term nature.

Other Investments

The Company measures its investments in equity

instruments, where no significant influence or control exists,

at fair value through the profit or loss.

Financial assets

Classification

Financial assets currently comprise trade and other receivables,

receivable from related party and cash and cash equivalents

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and

other short-term highly liquid investments that are readily

convertible to a known amount of cash and are subject to an

insignificant risk of change in value.

Impairment of financial assets

Financial assets, other than those held at fair value through

the income statement, are assessed for indicators of

impairment at each reporting end date. Financial assets are

impaired where there is objective evidence that, as a result of

one or more events that occurred after the initial recognition

of the financial asset, the estimated future cash flows have

been affected. If an asset is impaired, the impairment loss

is the difference between the carrying amount and the

present value of the estimated cash flows discounted at the

asset’s original effective interest rate. The impairment loss

is recognised in profit or loss. If there is a decrease in the

impairment loss arising from an event occurring after the

impairment was recognised, the impairment is reversed. The

reversal is such that the current carrying amount does not

exceed what the carrying amount would have been, had the

impairment not previously been recognised. The impairment

reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual

rights to the cash flows from the asset expire or are settled,

or when the Company transfers the financial asset and

substantially all the risks and rewards of ownership to

another entity, or if some significant risks and rewards

of ownership are retained but control of the asset has

transferred to another party that is able to sell the asset in its

entirety to an unrelated third party.

Financial liabilities

Classification

Financial liabilities comprise trade and other payables, long-

term borrowings, loan notes and convertible loan notes.

Recognition and measurement

Trade and other payables

Trade and other payables are initially recognised at fair value

less transaction costs and thereafter carried at amortised cost.

Long-term borrowings and loan notes

Interest bearing long-term borrowings and loan notes are

initially recorded at the proceeds received, net of direct

issue costs (including commitment fees, introducer fees and

the fair value of any warrants issued to satisfy issue costs).

Finance charges, including direct issue costs, are accounted

for on an amortised cost basis to the Company’s income

statement using the effective interest method and are added

to the carrying amount of the instrument to the extent that

they are not settled in the period in which they arise. The

carrying value of the loan notes have been adjusted to take

into account the fair value of principal repayments made

since inception.

2 Accounting policies

181 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

Convertible loan notes

Convertible loan notes that were issued by the Company in the

prior period were recorded at the fair value of the convertible

loan notes issued, net of direct issue costs including

commitment fees. Finance charges, including direct issue

costs, were accounted for on an amortised cost basis to the

income statement using the effective interest method and are

added to the carrying amount of the instrument to the extent

that they are not settled in the period in which they arise. The

carrying value of the convertible loan notes were adjusted to

take into account the fair value of those notes that have been

converted into new ordinary shares since inception.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company’s

contractual obligations expire or are discharged or cancelled.

Provisions

Provisions are recognised when the Company has a present

legal or constructive obligation as a result of a past event, it

is probable that the Company will be required to settle the

obligation and the amount can be reliably estimated.

Share-based payments

Equity-settled share-based payments relate to the warrants

issued in connection with the cost of issuing new equity, loan

notes and convertible notes during the relevant year, and

acquisition related earn-out payments.

Share warrants

Certain equity-settled share-based payments relate to the

warrants issued in connection with the cost of issuing new

equity, loan notes and convertible notes. Equity-settled

share-based payments are measured at the fair value of the

equity instruments at the grant date. The fair value excludes

the effect of non-market-based vesting conditions. Details

regarding the determination of the fair value of equity-

settled share-based transactions are set out in note 9 to

these financial statements.

The fair value determined at the grant date of the equity-

settled share-based payments relating to the warrants

issued in connection with the issue of equity are netted off

against the amount of share premium that is recognised in

respect of the share issue to which they directly relate. Any

amounts in excess of the share premium recognised, are

netted off against retained losses.

The fair value determined at the grant date of the equity-

settled share-based payments relating to the warrants

issued in connection with the issue of loan notes, convertible

loan notes or other debt instruments are netted off against

the fair value of the underlying debt instrument to which

they directly relate. The fair value is then expensed together

with the other related finance costs on an amortised cost

basis to the Company’s income statement using the effective

interest method.

If there are any subsequent modifications made to any of

the terms of equity-settled share-based payments relating to

the warrants issued by the Company, the change in fair value

is calculated as the difference between the fair value of the

modified equity-settled share-based payment and that of the

original equity-settled share-based payment. This calculation

relates to any warrants that are still outstanding and have

not been converted into ordinary shares at the time of the

subsequent modification. The change in the fair value is then

accounted on a consistent basis to the initial fair value.

In respect of the share-based payments, the fair value is not

revised at subsequent reporting dates, however, the fair

value is released from the share-based payment reserve at

the point in time that any of the warrants are exercised by

the third party holder.

Employee share schemes

Grants made to certain employees of the Company will result

in a charge recognised in the Company’s income statement.

Such grants will be measured at fair value at the date of grant

and will be expensed on a straight-line basis over the vesting

period, based on the Company’s estimate of the shares that

will eventually vest. Vesting assumptions are reviewed during

each period to ensure they reflect current expectations.

Grants made to subsidiary employees will not result in a

charge to the Company’s income statement as any charges

for share-based payments are recognised in the cost of

investment in the relevant subsidiary.

Full details of the Group’s share-base payments refer to note

24 to the Groups consolidated financial statements for the

year ended 31 December 2023.

Acquisition related earn-out payments

In addition, the Company previously recognised a share-based

payment reserve in connection with acquisition related earn-out

payments arising from the acquisition of TradeFlow. The fair

value of these earn-out payments were measured using the

same methods as outlined above. Given the service conditions

related to these payments are linked to the Company’s

subsidiaries, the share-based payment expense was recognised

by this entity. The Company recorded this amount as an

increase to the investment value and through the share-based

payment reserve. The fair value determined at the grant date of

these equity-settled share-based payments was recognised over

the vesting period on a straight-line basis, based on the estimate

2 Accounting policies

182 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

Notes to the Company Financial Statements

for the Year Ended 31 December 2023

of equity instruments that would eventually vest. Vesting

assumptions were reviewed during each period to ensure they

reflect current expectations and any changes required to true-

up the related share-based payment reserve were recognised

through the income statement of the Company’s subsidiary,

and the Company’s investment value and share-based payment

reserve, in the relevant period. Full details can be found in note

24 of the Group’s consolidated financial statements and note 3

to these financial statements of the Company.

Equity

“Share capital” represents the nominal value of equity shares

issued.

“Share premium” represents the excess over nominal value

of the fair value of consideration received for equity shares

net of costs associated with the share issue.

“Share-based payment” reserve represents the adjustments

to equity in respect of the fair value of outstanding share-

based payments including warrants issued in connection

with the cost of issuing new equity or debt instruments

during the relevant period, employee share schemes and

acquisition related earn-out payments.

“Retained losses” represents retained losses of the Company.

Foreign currency transactions

Foreign currency transactions are translated into the

functional currency using the average exchange rates in the

month. Foreign exchange gains and losses resulting from

the settlement of such transactions, and from the translation

at the reporting period end exchange rates of monetary

assets and liabilities denominated in foreign currencies, are

recognised in the income statement.

Critical judgements and significant accounting

estimates

In determining and applying accounting policies, judgement

is often required in respect of items where the choice of

specific policy, accounting estimate or assumption to be

followed could materially affect the reported results or net

asset position of the Company should it later be determined

that a different choice would be more appropriate. The most

significant areas where judgement and estimates have been

applied are as follows:

Judgements

Accounting for acquisition related earn-out

The terms of the agreement to acquire TradeFlow included

acquisition related earn-out payments that, together with

the initial cash payment and issue of equity, form the

total legal consideration agreed between the parties. The

acquisition related earn-out payments are determined by

reference to pre-determined revenue milestone targets in

each of 2021, 2022 and 2023. These payments may have

been forfeited by the selling shareholders should they, in

certain circumstances, no longer remain employed prior

to the end of each earn-out period. As set out in note 2 to

the Groups consolidated financial statements, the Directors

have concluded that the inclusion of the substantive post-

acquisition service conditions requires the fair value of these

earn-out payments to be accounted for a charge to the

income statement (as deemed remuneration) in the financial

statements of the entity to which the service condition

relates, rather than as consideration or part of the initial

investment made. Given that the Company disposed of 81%

of its stake in TradeFlow on 30 June 2023, there were no

acquisition related earn-out charges recognised during the

year ended 31 December 2023.

Impairment

At the end of the accounting period the Company assesses

if there are any indicators of impairment with respect to

its investments in subsidiaries and other investments. The

carrying value is determined by the use of a discounted cash

flow model of future free cash flows which involves estimates

to be made by the Directors around future cash forecasts,

discount rates etc.

Estimates

Valuation of share warrants issued

During the current financial year, the Company issued share

warrants in connection with the current years equity

funding. In the prior financial year the Company also issued

share warrants in connection with loan notes and certain

convertible loan notes alongside the issue of new equity.

As these share warrants were issued as a cost of securing

new equity investment or funding facilities by the Company

they are classified as share-based payments. As such the

Directors were required to determine the fair value of the

equity-settled share-based payments at the date on which

they were granted. Judgement was required in determining

the most appropriate inputs into the valuation models

(Black Scholes) used and the key judgemental input was

the expected volatility rate of the Company’s share price

over the relevant period. The assumptions applied in the

models were between 97% - 88% and were based the actual

volatility of the Company’s share price from the date of the

reverse takeover (being March 2020) to the date at which

the relevant valuation model was run.

2 Accounting policies

183 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

The fair value cost of those share warrants that were issued

connection with new equity funding during the financial year

ended 31 December 2023 were recognised as debits to

equity in the consolidated statement of financial position. If

the expected volatility rate was adjusted by plus 10%, then

the impact on the fair value recognised as the initial debit to

equity in the current year would have been approximately

plus £84,000. If the expected volatility rate was adjusted by

minus 10%, then the impact on the fair value recognised as

the initial debit to equity in the current year would have been

approximately minus £89,000.

The fair value cost of those share warrants that were issued

connection with new debt funding were recognised in

the consolidated income statement. There were no share

warrants issued in the financial year ended 31 December

2023 that were connected with new debt funding.

During the current year the expiry date of certain of the share

warrants, that had previously been issued in connection with the

issue of new equity during the year ended 31 December 2022,

was extended by 12 months. The Directors were required to

determine the change in the fair value of these share warrants as

a result of the modification to the expiry date. To do so, the same

valuation model (Black Scholes) was used and the change in fair

value was calculated as the difference between the fair value of

the modified share warrants and that of the original fair value.

Non-controlling discount

During the current financial year, the Company disposed

of 81% of its investment in TradeFlow. To determine the

accounting fair value of the retained 19% investment in

TradeFlow management used the specifics set out in

the TradeFlow share purchase agreement dated 30 June

2023. Further details of this calculation are set out in note

3 to these financial statements. Following this calculation,

management then applied a discount of 25% to this fair

value to take account of the fact that the Company no longer

controls the TradeFlow operations. This discount applied is a

management judgement that will continue to be reassessed

at each reporting date. If the discount rate was adjusted

by plus 10%, then the impact on the loss on disposal of

investments recognised in the income statement in the

current financial year would have been higher by £47,000.

If the discount rate was adjusted by minus 10%, then the

impact on the loss on disposal of investments recognised

in the income statement in the current financial year would

have been lower by £47,000.

2 Accounting policies

184 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

Notes to the Company Financial Statements

for the Year Ended 31 December 2023

3 Investments

Details of undertakings

Details of the investments in which the Company holds 20% or more of the nominal value of any class of share capital as at

31 December 2023 are as follows:

Subsidiary undertakings

Country of

incorporation Registered address Holding

Proportion of voting

rights and shares

held 2023

Proportion of voting

rights and shares held

2022

Supply@ME S.r.l. Italy

Via Giosuè Carducci

36, 20123, Milano,

Italy

Legal capital 100% 100%

Supply@ME

Technologies S.r.l.

Italy Legal capital 100% 100%

Supply@ME Stock

Company 2 S.r.l.

Italy Legal capital N/A 100% (indirectly through

Supply@ME S.r.l.)

Supply@ME Stock

Company 3 S.r.l.

Italy Legal capital N/A 100% (indirectly through

Supply@ME S.r.l.)

Supply@ME Limited England

and Wales

27/28 Eastcastle

Street, W1W 8DH,

Ordinary

100% 100%

TradeFlow Capital

Management Pte. Ltd.

Singapore

16 Raffles Quay,

#16-02, Hong Leong

Building, Singapore

048581

Legal capital N/A 100%

Tijara Pte. Ltd. Singapore Legal capital N/A 85% (indirectly through

TradeFlow)

TradeFlow Capital

Management Systems

Pte. Ltd.

Singapore Legal capital N/A 50% (indirectly through

TradeFlow)

Supply@ME S.r.l. is the Company’s operating subsidiary currently engaged in Inventory Monetisation activities in Italy. Supply@

ME Technologies S.r.l. is the Company’s operating subsidiary in Italy which was incorporated on 25 March 2022 for the

purpose of holding the Group’s intellectual property rights relating to the Inventory Monetisation Platform, together with

future developments, in a dedicated entity.

On the 24 November 2023, Supply@ME S.r.l. sold two of its 100% owned subsidiaries, Supply@ME Stock Company 2 S.r.l. and

Supply@ME Stock Company 3 S.r.l. to Société Financière Européenne S.A. (“SFE”), for consideration of €1,000 each. Prior to

the sale, both Stock Company 2 S.r.l. and Stock Company 3 S.r.l. were non-trading entities.

On 30 June 2023 the Company reduced its ownership in TradeFlow from 100% to 19% by selling 81% of the issued share

capital in TradeFlow to Tom James and John Collis (the “Buyers”) (the “TradeFlow Restructuring”), creating a clear separation

between Group’s Inventory Monetisation fintech Platform and TradeFlow’s regulated fund management business in order to

create better serve the needs of both businesses. As shown in the table above, TradeFlow owned 85% of the issued share

capital of Tijara Pte. Limited and 50% of the issued share capital of TradeFlow Capital Management Systems Pte. Limited at

the time of the TradeFlow Restructuring. Further details of the TradeFlow Restructuring are set out below.

185 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

Investments

£000

As at 1 January 2022 5,426

Increase in investment of Supply@ME S.r.l. due to waiver of intercompany debt 420

Transfer of prior year intercompany debt impairment charge to Investments (420)

Additions at cost - Supply@ME Technologies S.r.l. 9

Increase for acquisition related earn-out payments relating to 2021 earn-out targets 172

Reversal of acquisition related earn-out payments relating to 2022 and 2023 earn-out targets (883)

Impairment charges – TradeFlow (2,246)

As at 31 December 2022 2,478

As at 1 January 2023 2,478

Increase in investment of Supply@ME S.r.l. and Supply@ME Technologies S.r.l. due to waiver of

intercompany debt 1,166

Transfer of prior year intercompany debt impairment charge to Investments (1,166)

Accounting fair value of 100% investment in TradeFlow (2,469)

Accounting fair value of 19% investment in TradeFlow retained by the Company 352

Fair value adjustment of investment in TradeFlow (68)

As at 31 December 2023 293

Investment in Supply@ME S.r.l.

On 23 March 2020, the Company issued 32,322,246,220 ordinary shares to acquire the whole of the share capital of Supply@

ME S.r.l. These shares had a nominal value of £0.00002 per share and an issue price of £0.006945 per share. As outlined in

note 2 above the value of the acquisition of Supply@ME S.r.l. has been determined by applying the sections 610, 612 and

615 of the Companies Act 2006 as they relate to merger relief. These sections of the Companies Act 2006 are applicable

to corporate investments where more than 90% of the acquired entity is represented by a share for share exchange,

as occurred with the acquisition of Supply@ME S.r.l. In this instance FRS 102 permits the investment to be carried in the

Company’s balance sheet at the nominal value of the shares issued, ignoring any associated share premium.

During the current financial year, an agreement was signed between the Company and Supply@ME S.r.l. stating that the

Company would unconditionally waive repayment of the intercompany debt to the amount of €1,000,000 (£883,000) (2022:

€500,000 / £420,000). The waiving of this debt resulted in an increase in the value of the investment in Supply@ME S.r.l. As at

31 December 2022, the Directors had fully impaired the carrying value of the full amount owed by Supply@ME S.r.l. to the Company.

As a result of the intercompany debt wavier being agreed post 31 December 2022, an amount of £883,000 was transferred from

the provision for impairment of the receivable from Supply@ME S.r.l., to the provision for impairment of the investment in

Supply@ME S.r.l. No amounts were recorded in the income statement in the current financial year as a result of this transfer.

Investment in Supply@ME Technologies S.r.l.

During the current financial year, an agreement was signed between the Company and Supply@ME Technologies S.r.l. stating

that the Company would unconditionally waive repayment of the intercompany debt to the amount of €320,000 (£283,000)

(2022: £nil). The waiving of this debt resulted in an increase in the value of the investment in Supply@ME Technologies

S.r.l. As at 31 December 2022, the Directors had fully impaired the carrying value of the full amount owed by Supply@ME

Technologies S.r.l. to the Company. As a result of the intercompany debt wavier being agreed post 31 December 2022, an

amount of £283,000 was transferred from the provision for impairment of the receivable from Supply@ME Technologies S.r.l.,

to the provision for impairment of the investment in Supply@ME Technologies S.r.l. No amounts were recorded in the income

statement in the current financial year as a result of this transfer.

3 Investments

186 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

Notes to the Company Financial Statements

for the Year Ended 31 December 2023

Impairment assessment relating to investment in Supply@ME S.r.l. and Supply@ME Technologies S.r.l.

As at 31 December 2022, the Directors impaired the full carrying amount of the investment in Supply@ME S.r.l. As set out

above, the additional investment in Supply@ME S.r.l. and Supply@ME S.r.l. Technologies that was added during the current

year as a result of the intercompany debt waviers, had also been fully impaired by the Directors in the prior year. As such the

value of the investment in Supply@ME S.r.l. as at 31 December 2023 was £nil (31 December 2022: £nil) and the value of the

investment in Supply@ME Technologies S.r.l. as at 31 December 2023 was £9,000 (31 December 2022: £9,000).

During the preparation of these current year financial statements for the Company, the Directors considered if there were

indicators that the previously recognised impairment loss on the investment in Supply@ME S.r.l. could be reversed. Given the

following factors, the Directors concluded this was not the currently the case:

> Supply@ME S.r.l. continued to record losses in the current year;

> the continued absence of a historical recurring track record relating to Inventory Monetisation transactions being

facilitated by the Group;

> the inability to fully establish recurring generation of the full range of fees from the use of its Platform; and

> the Group being cash flow negative.

The impairment losses recognised in the current and prior financial years may subsequently be reversed in future financial

periods, and if so, the carrying amount of the investment will be increased to the revised estimate of its recoverable amount.

The increased carrying amount should not exceed the carrying amount that would have been determined had no impairment

loss been recognised for the investment in prior years.

Investment in TradeFlow

On 1 July 2021 the Company completed the acquisition of the entire share capital of TradeFlow by way of cash and share

consideration (the “Acquisition”). As such from this date TradeFlow became a fully owned subsidiary of the Company and

formed part of the Group’s consolidated financial performance and position from this point. The Company acquired 100%

of the equity of TradeFlow for a purchase consideration of £4,000,000 which was paid in cash and the issue of 813,000,000

equity shares.

As outlined in note 2 above the value of the acquisition of TradeFlow has been determined by applying the sections 610, 612

and 615 of the Companies Act 2006 as they relate to merger relief. These sections of the Companies Act 2006 are applicable

to corporate investments where more than 90% of the acquired entity is represented by a share for share exchange, as

occurred with the acquisition of TradeFlow. In this instance FRS 102 permits the investment to be carried in the Company’s

balance sheet at the nominal value of the shares issued, ignoring any associated share premium.

In addition, during the financial years ended 31 December 2021 and 2022, the Company recognised an increase or decrease in

the carrying amount of the TradeFlow investment in connection with acquisition related earn-out payments. The increase in the

acquisition related earn-out payments relating to the 2021 earn-out targets related the fact that 2021 acquisition related earn-

out payment was settled during 2022 and an additional amount was added to the share-based payment reserve of £172,000

during the financial year ended 31 December 2022. This covered the amounts to be recognised during FY22 in line with the

estimated vesting date of March 2022. The reversal of acquisition related earn-out payments relating to 2022 and 2023 earn-

out targets of £883,000 recognised during the financial year ended 31 December 2022 reflected the underperformance of

TradeFlow during 2022 resulting in the relevant earn-out targets not being meet, and management reassessing the likelihood

of the 2023 earn-out targets being achieved as remote. As a result the share-based payment reserve created during FY21 in

relation to the 2022 and 2023 earn-out targets was reversed during the financial year ended 31 December 2022.

Further details can be found in notes 2 and 26 of the Groups consolidated financial statements for the year ended 31 December 2023.

3 Investments

187 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

TradeFlow Restructuring

On 30 June 2023 the Company announced that had entered into relevant binding commercial agreements to complete the

TradeFlow Restructuring. The TradeFlow Restructuring resulted in the Company reducing its ownership in TradeFlow from

100% to 19% by selling 81% of the issued share capital in TradeFlow to the Buyers.

Details of the consideration for the Group’s 81% stake in TradeFlow and the specifics of the TradeFlow Restructuring share

purchase agreement dated 30 June 2023 (the “TradeFlow SPA”) can be found in note 26 to the Group’s consolidated financial

statements for the year ended 31 December 2023. The TradeFlow SPA required a cash amount of £2,000,000 to be payable

to the Company, which gave estimated accounting fair value of 100% of the TradeFlow operations of £2,469,000, and a fair

value of the 19% investment in TradeFlow retained by the Company as at 30 June 2023 of £469,000. Management then

applied a discount of 25% to this fair value to take account of the fact that the Company no longer controls the TradeFlow

operations. This discount applied is a management judgement that will continue to be reassessed at each reporting date.

Fair value adjustment to investment in TradeFlow

As set out above, the fair value of the remaining 19% investment in the equity instruments of TradeFlow was initially recorded

having regard to the consideration received for the disposal of 81% of the Company’s holding in TradeFlow as adjusted for

an appropriate discount for loss of control. As at 31 December 2023, a fair value adjustment of £68,000 was recorded on the

basis of the movement in TradeFlows net liabilities between the date of disposal and the balance sheet date.

A reconciliation of the Investment in TradeFlow is set out below:

Investment in TradeFlow £000

As at 1 January 2022 5,426

Increase for FY21 acquisition related earn-out payments 172

Reversal of FY22 and FY23 acquisition related earn-out payments (883)

Impairment charges – TradeFlow 2,246

As at 31 December 2022 2,469

As at 1 January 2023 2,469

Accounting fair value of 100% investment in TradeFlow (2,469)

Accounting fair value of 19% investment in TradeFlow retained by the Company 352

Fair value adjustment of investment in TradeFlow (68)

As at 31 December 2023 284

The calculation of the loss arising on the restructuring of the TradeFlow ownership by the Company as at 30 June 2023 is

shown below:

As at 30 June 2023

£000

Accounting fair value of the 81% investment in TradeFlow disposed of by the Company 2,000

Accounting fair value of 19% ownership of the TradeFlow operations retained by the Group 352

2,352

Less: Accounting fair value of 100% investment in TradeFlow (2,469)

Loss arising on the restructuring of the TradeFlow investment (117)

3 Investments

188 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

Notes to the Company Financial Statements

for the Year Ended 31 December 2023

4 Trade and other receivables

As at

31 December 2023

£ 000

As at

31 December 2022

£ 000

Prepayments 35 33

Interest receivable from related party 22 -

Other receivables 75 579

Amounts due from Group companies - -

Total trade and other receivables 132 612

Impairment of amounts due from Group companies

During the preparation the Company’s financial statements for the year ended 31 December 2023, the Directors reviewed

the carrying value of amounts due from Group companies for indicators of impairment and/or if there were indicators that

the previously recognised impairment loss on the carrying value of amounts due from Group companies could be reversed.

In order to be prudent, and to follow a consistent approach used to determine the impairment of the Company’s investment

in Supply@ME S.r.l. and Supply@ME Technologies S.r.l. due to the factors set out in note 3, the Directors reached the

conclusion to impair the full carrying value of the specific receivable balance due from both the Company’s Italian subsidiaries

as at the 31 December 2023.

Prior to this review, the Company held a total combined amount due from Supply@ME S.r.l. and Supply@ME Technologies

S.r.l. of £2,378,000 (31 December 2022: £1,588,000). An impairment charge in respect of the amounts due from Group

companies of £1,955,000 has been recognised in the Company’s income statement for the current financial year (2022:

£689,000). The impairment charge for the year ended 31 December 2023 reflects the increase in the amounts due from

Group companies of £789,000, together with the £1,166,000 that was transferred from the provision for impairment of the

receivables from Group companies, to the provision for impairment of investments in Group companies as a result of the

intercompany debt waivers agreed in April 2023.

Interest receivable from related party

This represents the interest that is receivable from the AvantGarde Group S.p.A (“TAG”), the Group’s majority shareholder,

as at 30 December 2023 relating to the late payments of both the top-up unsecured shareholder loan agreement dated 28

September 2023 (the “Top-Up Shareholder Loan Agreement”) and the debt novation deed dated 30 June 2023 (the ‘Debt

Novation Deed”). These interest amounts have been calculated at a compounding rate of 15% per annum on the overdue

amounts. Details of both these agreements can be found in note 28 to the Group’s consolidated financial statements for the

year ended 31 December 2023.

189 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

5 Receivable from related party

As at

31 December 2023

£ 000

As at

31 December 2022

£ 000

Receivable from related party

772 -

Total receivable from related party 772 -

This balance represents the amount receivable from TAG under the Debt Novation Deed which created the obligation for

TAG to settle the £2,000,000 cash payment that was due from the Buyers to the Company, as a result of the sale of the 81%

majority stake in TradeFlow.

As at 31 December 202, £1,228,000 of the £2,000,000 had been repaid by TAG to the Company. The payment had been

received through a split of £771,000 in cash, £421,000 by way of formal debt novation agreements with specific suppliers

whereby the debt held by the Group companies was novated to TAG with no recourse to the Group companies, and £36,000

by way of offset against amounts owed by the Group companies to TAG. As outlined in note 4 above, the Company is now

charging a late fee to TAG calculated at a compounding rate of 15% per annum on any amounts of the instalments not

transferred to the Company by the relevant due date.

Of the £772,000 outstanding at 31 December 2023, £655,000 was repaid through a combination of cash and offsetting of

amounts due to TAG from Group companies prior to the issue of these financial statements. This leaves a remaining balance

of £117,000 still to be paid.

190 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

Notes to the Company Financial Statements

for the Year Ended 31 December 2023

6 Share capital

Allotted, called up and fully paid shares

As at 31 December 2023 As at 31 December 2022

No. 000 £ 000 No. 000 £ 000

Equity

Ordinary shares of £0.00002 each 61,232,096 1,224 56,621,568 1,132

Deferred shares of £0.04000 each 63,084 2,523 63,084 2,523

2018 Deferred shares of £0.01000 each 224,194 2,242 224,194 2,242

Total 61,519,374 5,989 56,908,846 5,897

Reconciliation of allotted, called up and fully paid shares

2023 2022

No. 000 £ 000 No. 000 £ 000

Ordinary shares as at 1 January 56,908,846 5,897 36,355,720 5,486

New ordinary shares issued to Venus Capital S.A. in connection

with 2023 Venus Subscription 4,500,000 90 - -

New ordinary shares issued to fulfil the conversion of Open

Offer warrants 110,528 2 49,508 1

New ordinary shares issued to fulfil the conversion of Mercator

Capital Management Fund LP convertible loan notes - - 1,400,898 28

New ordinary shares issued to Venus Capital S.A. in connection

with the Capital Enhancement Plan - - 14,350,000 287

New ordinary shares issued to settle the FY21 acquisition

related earn-out payments - - 213,526 4

New ordinary shares issued in connection with Open Offer

completed during 2022 - - 641,710 13

New ordinary shares issued to fulfil the conversion of Venus

Capital S.A. convertible loan notes - - 3,897,484 78

Total at 31 December 61,519,374 5,989 56,908,846 5,897

Details of new shares allotted during the current financial year

New ordinary shares issued to Venus Capital in connection with 2023 Venus Subscription

On 28 April 2023, the Company and Venus Capital S.A. (“Venus Capital”) entered into a new equity subscription agreement,

pursuant to which Venus Capital committed to subscribe for 4,500,000,000 new Ordinary Shares (the “Subscription Shares”)

at £0.0005 per Subscription Share (the “2023 Venus Subscription”). The issue of the Subscription Shares was made over two

tranches (in line with the 2023 Venus Subscription) as set out below:

> an initial tranche of 3,375,000,000 Subscription Shares for gross proceeds of £1,687,500 (or £1,603,125 net of a 5%

commission chargeable by Venus Capital). This tranche of Subscription Shares were admitted to trading on the Main

Market of the London Stock Exchange on 5 May 2023; and

> a second tranche of 1,125,000,000 Subscription Shares for proceeds of £562,500 gross (or £534,375 net a 5% commission

chargeable by Venus Capital). This tranche of Subscription Shares were admitted to trading on the Main Market of the

London Stock Exchange on 30 May 2023

191 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

New ordinary shares issued to fulfil the conversion of Open Offer warrants

Further to the issue of new ordinary shares on the 18 August 2022 as a result of the Open Offer, the Company also issued

320,855,008 warrants to certain qualifying shareholders who participated in its open offer (the “Open Offer Warrants”).

Following the issue of the Open Offer Warrants, certain holders have elected to exercise their Open Offer Warrants and this

resulted in a total of 110,528,379 new ordinary shares being issued during the year ended 31 December 2023 in relation to

Open Offer Warrant conversions.

Rights, preferences and restrictions

Ordinary shares have the following rights, preferences, and restrictions:

The Ordinary shares carry rights to participate in dividends and distributions declared by the Company and each share carries

the right to one vote at any general meeting. There are no rights of redemption attaching to the Ordinary shares.

Deferred shares have the following rights, preferences, and restrictions:

The deferred shares carry no rights to receive any dividend or distribution and carry no rights to vote at any general meeting.

On a return of capital, the Deferred shareholders are entitled to receive the amount paid up on them after the Ordinary

shareholders have received £100,000,000 in respect of each share held by them. The Company may purchase all or any of

the Deferred shares at an appropriate consideration of £1.

2018 Deferred shares have the following rights, preferences, and restrictions:

The deferred shares carry no rights to receive any dividend or distribution and carry no rights to vote at any general meeting.

7 Trade and other payables

As at

31 December 2023

£ 000

As at

31 December 2022

£ 000

Trade payables 865 482

Other payables 196 32

Social securities and other payroll taxes due 254 89

Accruals and deferred income 185 427

Accrued interest payable to related party 7 -

Amounts due to Group companies - 5

Total trade and other payables 1,507 1,035

6 Share capital

192 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

Notes to the Company Financial Statements

for the Year Ended 31 December 2023

8 Long-term borrowings

As at

31 December 2023

£ 000

As at

31 December 2022

£ 000

Working Capital loan due to TAG 250 -

Total long-term borrowings 250 -

This balance represents the total amount due to TAG under the unsecured working capital loan agreement that was signed

between the Company and TAG on 28 April 2023, and then subsequently amended on 30 June 2023 (the “amended TAG

Unsecured Working Capital facility”). Under the TAG Unsecured Working Capital facility, TAG agreed to provide the Company

with an unsecured working capital facility of up to £800,000.

The due date for repayment by the Company of amounts received under the amended TAG Unsecured Working Capital

facility is 1 February 2028. Any sums drawn under the amended TAG Unsecured Working Capital facility will attract a non-

compounding interest rate of 10% per annum, and any principal amount (excluding accrued interest) outstanding on 1

February 2028 will attract a compounding interest rate of 15% per annum thereafter. Interest will be due to be paid annually

on 31 March of each relevant calendar year. The interest expense recognised during the year ended 31 December 2023 in

relation to the amended TAG Unsecured Working Capital facility was £7,000 (2022: £nil). As shown in note 7 above, this all

remained unpaid as at 31 December 2023.

On 30 June 2023, the Company issued a draw down notice to TAG under the amended TAG Unsecured Working Facility for

the full £800,000 available. As at 31 December 2023, the Company had received £250,000 from TAG in respect of the draw

down made. Subsequent to 31 December 2023, and prior to the issue of these financial statements, the remaining £550,000

had been received from TAG. Additionally on 26 March 2024, the Company and TAG signed a second deed of amendment,

which allowed the full outstanding amount of the amended TAG Unsecured Working Capital facility to be extinguished by the

issue of 1,500,000,000 new ordinary shares which were issued to TAG on 28 March 2024.

During the prior financial year ended 31 December 2022, the Group also had borrowings in the form of loan notes and

convertible loan notes. While both of these had been fully repaid as at 31 December 2022, there was activity in relation to

these balances during FY22. A summary of this activity is set out below.

Loan notes

On 29 September 2021, the Company announced it had entered into a loan note facility with Mercator Capital Management

Fund LP (“Mercator”). The balance of this loan note facilities as at 1 January 2022 was £5,732,000 and this was fully settled

during 2022 through a combination of repayments made in cash for £2,191,000 or through the issue of convertible notes

worth £4,592,000. Additionally, the Company recognised finance costs in relation to these loan notes during the year ended

31 December 2022 of £1,051,000. These finance costs were recognised on an amortised cost basis using the effective

interest rate method where the interest rate applied was 47.5%.

Convertible loan notes

The convertible loan note liability arose during FY22 as a result of the partial repayment of the loan notes of £4,592,000

through the issue of convertible loan notes. Additionally an amount of £145,000 which represented an additional interest

charge relating to the loan notes was also settled through the issue of convertible loan notes during the prior financial year.

In connection with the 2023 Venus Subscription, total convertible loan notes of £418,000 were issued and Venus Capital

provided the Group with debt financing of £1,500,000 which was repayable via a convertible loan note. A total of £32,000 in

interest costs were recognised in relation to the Venus Capital convertible loan notes during FY22.

The total convertible loan note balance of £6,687,000 was then fully settled prior to 31 December 2022 through cash

repayments of £3,381,000 and the remaining balance of £3,306,000 being converted into ordinary shares of the Company.

193 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

9 Share-based payments

Share warrants issued to Mercator

The full disclosures relating to the share warrants issued to Mercator are set out in note 24 to the Group’s consolidated

financial statements for the year ended 31 December 2023. .

Share warrants issued to Venus Capital under the Capital Enhancement Plan

The full disclosures relating to the share warrants issued to Venus Capital under the Capital Enhancement Plan are set out in

note 24 to the Group’s consolidated financial statements for the year ended 31 December 2023.

Share warrants issued to retail shareholders under the Open Offer

The full disclosures relating to the share warrants issued to retail shareholders under the Open Offer are set out in note 24 to

the Group’s consolidated financial statements for the year ended 31 December 2023.

Share warrants issued to Venus Capital under 2023 Venus Subscription

The full disclosures relating to the share warrants issued to Venus Capital under the 2023 Venus Subscription are set out in

note 24 to the Group’s consolidated financial statements for the year ended 31 December 2023.

Extension to the expiry date of the warrants issued in connection with the Open Offer carried out on 17 August

2022 and the warrants issued to Venus Capital during 2022

The full disclosures relating to the extension of the expiry date of the warrants issued in connection with the Open Offer and

the warrants issued to Venus Capital during 2022 are set out in note 24 to the Group’s consolidated financial statements for

the year ended 31 December 2023.

A summary of the share warrants outstanding as at 31 December 2023 is detailed in the table below:

Number of warrants

outstanding at

31 December 2023

Number of warrants

outstanding at

31 December 2022

Share warrants issued to Mercator 961,832,433 961,832,433

Share warrants issued to Venus Capital 8,175,000,000 8,175,000,000

Share warrants issued to retail shareholders 160,818,629 271,347,008

Share warrants to be issued to Venus Capital 2,250,000,000 -

Total 11,547,651,062 9,408,179,441

194 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

Notes to the Company Financial Statements

for the Year Ended 31 December 2023

A summary of the fair value of the share warrants recorded during the period, including the change in fair value due to

modification of the terms of certain share warrants, are detailed in the table below:

2023

£ 000

2022

£ 000

Share warrants to be issued to Venus Capital 1,717 -

Change in fair value due to extension of expiry date of existing share

warrants issued to Venus Capital and retail shareholders in prior periods 346 -

Share warrants issued to Venus Capital - 4,795

Share warrants issued to Mercator - 236

Share warrants issued to retail shareholders - 261

Total 2,063 5,292

Acquisition related earn-out payments

The full disclosures relating to the acquisition related earn-out payments are set out in note 24 to the Group’s consolidated

financial statements for the year ended 31 December 2023.

10 Share issue costs

The costs relating to the various share issues that took place during the year have been netted off against the amount of

share premium that is recognised in respect of the share issue to which they directly relate. Any amounts in excess of the

share premium recognised, are taken to retained losses. Details of the share issue costs recognised during the year ended 31

December 2023 are set out in the table below.

2023

Costs recognised in

share premium

£ 000

2023

Costs recognised in

retained losses

£ 000 s

2023 Venus Subscription warrant costs (note 9) 1,717 -

Other costs (legal fees, listing fees, commission cost) 254 -

Impact of extension of expiry date of warrants issued during 2022 relating to

Capital Enhancement plan and Open Offer warrants (note 9) 132 214

Total 2,103 214

2022

Costs recognised in

share premium

£ 000

2022

Costs recognised in

retained losses

£ 000

Capital enhancement plan warrant costs (note 9) 3,204 1,591

Capital enhancement plan costs settled through issue of convertible loan notes 343 -

Open offer warrant costs (note 9) 247 14

Other costs (legal fees, listing fees, registrars’ fees) 230 -

Total 4,024 1,605

9 Share-based payments

195 Supply@MECapitalPlc AnnualReportandAccounts2023 Financial Statements

11 Related party transactions

The Company has taken advantage of the exemption under FRS 102:33.1A from disclosing transactions with other, wholly

owned members of the Group.

A full list of the Company’s subsidiaries and related party transactions are set out in note 28 to the Group’s consolidated

financial statements for the year ended 31 December 2023.

12 Controlling party

At 31 December 2023 the Directors do not believe that a controlling party exists.

13 Subsequent events

A full list of the Company’s subsequent events are set out in note 30 to the Group’s consolidated financial statements for the

year ended 31 December 2023.

Information

197 Supply@MECapitalPlc AnnualReportandAccounts2023 Information

Directors

David Bull

Enrico Camerinelli

Alexandra Galligan

Albert Ganyushin

Alessandro Zamboni

Registered Office

27/28 Eastcastle Street

London

W1W 8DH

Company Number

03936915

Website

www.supplymecapital.com

Company Secretary

MSP Corporate Services Limited

27/28 Eastcastle Street

London

W1W 8D

Auditors

Crowe U.K. LLP

55 Ludgate Hill

London

EC4M 7JW

Company information

198 Supply@MECapitalPlc AnnualReportandAccounts2023 Information

Term Definition

AGM

BBPM

Board

BuyBack

CEO

CFO

Company or SYME or Supply@ME

CH Trading Hub

Debt Novation Deed

ERP

FY22

FY23

FY24

GIF or the Fund

Group

IFRS or IAS

ICT

IoT

KPIs

KRIs

Leadership team

LTIP

Mercator

NFT

Open Market IM transaction

Platform

Annual General Meeting of Supply@ME Capital Plc

Banco BPM S.p.A.

The Board of Directors of Supply@ME Capital Plc

With specific reference to TradeFlow, the written notice provided by Tom James

and John Collis of their intention to exercise their rights to buy back 100% of the

share capital of TradeFlow pursuant to certain earn out arrangements entered

into in connection with the Company’s acquisition of TradeFlow in July 2021

Chief Executive Officer

Chief Financial Officer

Supply@ME Capital Plc

An independent Swiss-based trading business which will replace the Cayman-

based global inventory fund and is in the process of assuming control of the

independent stock companies and manage the overall trading businesses

using the Platform and the associated services provided by the Group

The English law governed debt novation deed entered into between the

Company, Tom James, John Collis and TAG on 30 June 2023, pursuant to which

TAG agreed to assume the £2m million debt of Tom James and John Collis

resulting from the TradeFlow Restructuring to the Company

Enterprise Resource Planning

The financial year ended 31 December 2022

The financial year ended 31 December 2023

The financial year ended 31 December 2024

Global Inventory Fund (Segregated Portfolios)

The Company and its subsidiaries

UK adopted International Accounting Standards

Information and communications technology

Inventory Monetisation

Internet of things

Key Performance Indicators

Key Risk Indicators

Amy Benning, Alice Buxton, Mark Kavanagh, Stuart Nelson and Nicola Bonini

until her departure from the Company

Long Term Incentive Plan

Mercator Capital Management Fund LP

Non-Fungible Token

A IM transactions from the pipeline originated by the Group and funded by

third-party investors

The Supply@ME Inventory Monetisation Platform

Glossary

199 Supply@MECapitalPlc AnnualReportandAccounts2023 Information

Term Definition

PNP Regulation

QCA Code

Security Token Route

SFE

TAG

TAGUnsecuredWorkingCapital

Facility

Top-Up Shareholder Loan

Agreement

TradeFlow

TradeFlow Group

TradeFlow Restructuring

VE Chain

Venus Capital

White-Label

Italian legislation Pegno Non Possessorio, introduces the concept of security

interest into Italian law

Quoted Companies Alliance Corporate Governance Code for small and

mid-sized quoted companies

Tokenised inventory tradeable on authorised digital asset exchanges

Société Financière Européenne S.A.

The AvantGarde Group S.p.A (an entity ultimately beneficially wholly-owned and

controlled by Alessandro Zamboni, Chief Executive Officer of the Company)

The English law governed top-up unsecured working capital facility entered into

on 28 April 2023 and amended on 30 June 2023 between TAG and the

Company, pursuant to which TAG agreed to provide the Company with a facility

of up to £800,000 to cover the Company’s working capital needs.

The English law governed top-up unsecured shareholder loan agreement

entered into on 28 September 2023 between TAG and the Company, pursuant

to which TAG agreed to provide the Company with a further facility of up to

£3,500,000 to cover the Company’s working capital and growth needs up to 30

June 2025

TradeFlow Capital Management Pte. Limited

TradeFlow and its subsidiaries

The disposal of 81% of the stake in TradeFlow Captial Management Pte. Limited

which was completed on 30 June 2023

The VeChain Foundation

Venus Capital S.A.

The service whereby banks and other financial institutions access and pay for the

use of our technology and Platform to deploy with their existing customer bases