ZAIM CREDIT SYSTEMS PLC

Annual Report • Sep 7, 2023

213800Z4MI9KSZA2VW72-2022-12-31-en.xhtml 213800Z4MI9KSZA2VW72 2022-01-01 2022-12-31 213800Z4MI9KSZA2VW72 2021-01-01 2021-12-31 213800Z4MI9KSZA2VW72 2022-12-31 213800Z4MI9KSZA2VW72 2021-12-31 213800Z4MI9KSZA2VW72 2020-12-31 213800Z4MI9KSZA2VW72 2020-12-31 ifrs-full:IssuedCapitalMember 213800Z4MI9KSZA2VW72 2021-01-01 2021-12-31 ifrs-full:IssuedCapitalMember 213800Z4MI9KSZA2VW72 2021-12-31 ifrs-full:IssuedCapitalMember 213800Z4MI9KSZA2VW72 2022-01-01 2022-12-31 ifrs-full:IssuedCapitalMember 213800Z4MI9KSZA2VW72 2022-12-31 ifrs-full:IssuedCapitalMember 213800Z4MI9KSZA2VW72 2020-12-31 zaim:SharesToBeIssuedReserveMember 213800Z4MI9KSZA2VW72 2021-01-01 2021-12-31 zaim:SharesToBeIssuedReserveMember 213800Z4MI9KSZA2VW72 2021-12-31 zaim:SharesToBeIssuedReserveMember 213800Z4MI9KSZA2VW72 2022-01-01 2022-12-31 zaim:SharesToBeIssuedReserveMember 213800Z4MI9KSZA2VW72 2022-12-31 zaim:SharesToBeIssuedReserveMember 213800Z4MI9KSZA2VW72 2020-12-31 ifrs-full:AdditionalPaidinCapitalMember 213800Z4MI9KSZA2VW72 2021-01-01 2021-12-31 ifrs-full:AdditionalPaidinCapitalMember 213800Z4MI9KSZA2VW72 2021-12-31 ifrs-full:AdditionalPaidinCapitalMember 213800Z4MI9KSZA2VW72 2022-01-01 2022-12-31 ifrs-full:AdditionalPaidinCapitalMember 213800Z4MI9KSZA2VW72 2022-12-31 ifrs-full:AdditionalPaidinCapitalMember 213800Z4MI9KSZA2VW72 2020-12-31 ifrs-full:RetainedEarningsMember 213800Z4MI9KSZA2VW72 2021-01-01 2021-12-31 ifrs-full:RetainedEarningsMember 213800Z4MI9KSZA2VW72 2021-12-31 ifrs-full:RetainedEarningsMember 213800Z4MI9KSZA2VW72 2022-01-01 2022-12-31 ifrs-full:RetainedEarningsMember 213800Z4MI9KSZA2VW72 2022-12-31 ifrs-full:RetainedEarningsMember 213800Z4MI9KSZA2VW72 2020-12-31 ifrs-full:ReserveOfSharebasedPaymentsMember 213800Z4MI9KSZA2VW72 2021-01-01 2021-12-31 ifrs-full:ReserveOfSharebasedPaymentsMember 213800Z4MI9KSZA2VW72 2021-12-31 ifrs-full:ReserveOfSharebasedPaymentsMember 213800Z4MI9KSZA2VW72 2022-01-01 2022-12-31 ifrs-full:ReserveOfSharebasedPaymentsMember 213800Z4MI9KSZA2VW72 2022-12-31 ifrs-full:ReserveOfSharebasedPaymentsMember iso4217:GBP iso4217:GBP xbrli:shares Registered number: 11418575 ADALAN VENTURES PLC (FORMERLY ZAIM CREDIT SYSTEMS PLC) FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022 DocuSign Envelope ID: DCB87CF6-DDEC-4217-8EB4-475AAFFA2349 ADALAN VENTURES PLC (FORMERLY ZAIM CREDIT SYSTEMS PLC) COMPANY INFORMATION Directors S Retter V Golovko (Removed from office on 23 March 2023) S Cicconi P Auger M Groat Registered number Registered office Independent auditors 11418575 10 Orange Street London WC2H7DQ Shipleys LLP 10 Orange Street London WC2H7DQ DocuSign Envelope ID: DCB87CF6-DDEC-4217-8EB4-475AAFFA2349 ADALAN VENTURES PLC (FORMERLY ZAIM CREDIT SYSTEMS PLC) CONTENTS Strategic Report Directors' Report Remuneration Report Corporate Governance Report Section 172 Statement Independent Auditors' Report Statement of Profit or Loss and Other Comprehensive Income Statement of Financial Position Statement of changes in Equity Statement of Cash Flows Notes to the Financial Statements Page 3 4 - 8 9 - 11 12 - 16 18 19 - 25 26 27 28 29 30 - 35 DocuSign Envelope ID: DCB87CF6-DDEC-4217-8EB4-475AAFFA2349 ADALAN VENTURES PLC (FORMERLY ZAIM CREDIT SYSTEMS PLC) Page | 3 STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2022 Introduction Adalan Ventures Plc ("Adalan") was set up as a special purpose acquisition company with the intention of undertaking a reverse takeover and/or admitting its shares to trading on a recognized stock exchange before undertaking a reverse take-over. Its shares began trading on the London Stock Exchange on 4 November 2019 following the acquisition of the entire share capital of a Russian operating subsidiary Zaim Express LLC. During the financial year 2022 control of the operating subsidiary was lost and as such Adalan has fully impaired the investment in subsidiary. Principal activities The principal activity of the Company was until 2022 to act as a holding company, but now operates as a cash shell. Business review During the period ended 31 December 2022 the company did not undertake any transaction although it incurred legal and administrative expenses in preparation for identifying a new business to acquire in anticipation of an reverse takeover and admission to trading on the London Stock Exchange and the investigation of the loss of its wholly owned Russian subsidiary. DocuSign Envelope ID: DCB87CF6-DDEC-4217-8EB4-475AAFFA2349 ADALAN VENTURES PLC (FORMERLY ZAIM CREDIT SYSTEMS PLC) Page | 4 DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2022 The directors present their report and the financial statements for the year ended 31 December 2022. Directors' responsibilities statement The directors are responsible for preparing the directors' report and the financial statements, in accordance with applicable law. Company law requires the directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the United Kingdom. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing the financial statements, the directors are required to: • select suitable accounting policies and then apply them consistently; • make judgments and estimates that are reasonable and prudent; • state whether they have been prepared in accordance with IFRS as adopted by the United Kingdom, subject to any material departures disclosed and explained in the financial statements; • assess the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and • use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations or have no realistic alternative but to do so The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities. Financial risk management objectives and policies Credit and interest rate risks are not considered to be material to the Company. Exposure to liquidity and foreign currency risks arises in the normal course of the Company's operations. These risks are limited by the Company's financial management policies and practices described below: (a) Liquidity risk The directors have the responsibility of liquidity risk management. As at the period end no cash transactions have occurred and no bank account was in use. A bank account has been set up post period end. The directors monitor and maintain a level of bank and cash balances deemed adequate to mitigate the effects of fluctuations in cash flows. DocuSign Envelope ID: DCB87CF6-DDEC-4217-8EB4-475AAFFA2349 ADALAN VENTURES PLC (FORMERLY ZAIM CREDIT SYSTEMS PLC) Page | 5 DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2022 The directors monitor rolling forecasts of the Company's liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its banking facilities at all times. The Company's financial liabilities all mature within one year. As at the period end no cash transactions have occurred and no bank account was in use. (a) Foreign currency risk The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. Exchange rate exposures are managed within approved policy parameters. The directors consider there to be no material exposure to foreign currencies at the year end. Results and dividends The loss for the period, after taxation, amounted to £10,921,727, No dividends were recommended in the period. Directors The directors who served during the period were: S Retter V Golovko (Removed from office on 23 March 2023) S Cicconi P Auger M Groat Social, Community and Human Right Issues and Policies The Company does not have formal social, community and human rights policies. Substantial Shareholdings The Directors are aware of the following substantial interests or holdings of 3% or more of the Company’s ordinary called-up share capital as of 31 December 2022. Shareholder Number of shares Percentage Zaim SA 1 320,000,000 69.27% Zaim, now Adalan Ventures PLC, had also issued a total of 43,650,000 warrants and options to Directors and Management team as of 31 December 2022. There was no change in the interests set out above between 31 December 2022 and 31 August 2023. 1 Siro Cicconi, the Director of the Company is the ultimate beneficial owner of Zaim SA, which he wholly owns through his life interest in Excelsior Foundation which wholly owns Zaim SA. DocuSign Envelope ID: DCB87CF6-DDEC-4217-8EB4-475AAFFA2349 ADALAN VENTURES PLC (FORMERLY ZAIM CREDIT SYSTEMS PLC) Page | 6 DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2022 Share Capital Changes in the share capital of the Company, including the disclosure of earnings per share, are set out in Notes to the Financial Statements. Voting Rights All the issued shares have equal voting rights. Directors and Their Interests The names of the Directors of the Company at the date of this report are shown in the “Board of Directors” section of this report. The Directors who served during the year together with their directly beneficial interests in the shares of the Company as of 31 December 2022 are as follows: Director Date of appointment 2022 2022 2021 2021 Shares Option Shares Options Malcolm Groat 4.11.2019 - 2,150,000 - 2,150,000 Paul James Auger 4.11.2019 - 2,000,000 - 2,000,000 Siro Donato Cicconi 22.07.2019 320,000,000 10,750,000 320,000,000 10,750,000 Simon James Retter 2 15.06.2018 4,900,000 6,450,000 3,600,000 6,450,000 Vladimir Golovko 25.10.2019 - 8,600,000 - 8,600,000 None of the Directors exercised any share options during the year. Relationship Agreement The Board confirms that on 29 October 2019, Siro Cicconi, Zaim SA and the Company entered into a relationship agreement to ensure that the Company is able to carry on its business independently of Siro Cicconi and Zaim SA and that all transactions and relationships with Siro Cicconi and Zaim SA shall be on an arms’ length and normal commercial basis. Where either of the Founder Shareholder Parties hold or in aggregate hold 20% or more of the total voting rights in the Company, Zaim SA has the right to appoint a representative director. In addition, where either of the Founder Shareholder Parties hold or in aggregate hold 15% or more of the total voting rights in the Company, they have the right to appoint a Board observer. The Company complied with the Relationship Agreement during the period under review. So far as the Company is aware, the agreement was complied with during the period under review by the controlling shareholder or any of its associates; and the procurement obligation was complied with during the period under review by a controlling shareholder. 2 On 9 February 2021, Stonedale Management & Investments Ltd, a company controlled by Simon Retter, Finance Director of the Company, purchased 1,300,000 ordinary Zaim shares of £0.01 each at a price of 4.4 p per share. Following this transaction, Mr Retter has a beneficial interest in 4,900,000 ordinary shares, representing 1.06% of the Company's issued share capital. * Removed from office during the year DocuSign Envelope ID: DCB87CF6-DDEC-4217-8EB4-475AAFFA2349 ADALAN VENTURES PLC (FORMERLY ZAIM CREDIT SYSTEMS PLC) Page | 7 DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2022 Corporate Governance Please refer to the Corporate Governance Report section of this document. Amendment of the Company's Articles of Association The Directors do not have any specific procedures in place regarding any potential changes to the Company’s Articles of Association, but should this need arise, it will be presented to shareholders at a general meeting in line with the company law. Appointment and Replacement of Directors Subject to the Articles of Association and the Companies Act, the Company may by ordinary resolution appoint a person who is willing to act as a Director and the Board shall have power at any time to appoint any person who is willing to act as a Director, in both cases either to fill a vacancy or as an addition to the existing Board. At the first annual general meeting, all the Directors shall retire from office and may offer themselves for reappointment by the Shareholders by ordinary resolution. At every subsequent annual general meeting, any Director who (i) has been appointed by the Directors since the last annual general meeting or (ii) was not appointed or reappointed at one of the preceding two annual general meetings must retire from office and may offer themselves for reappointment by the Shareholders by ordinary resolution. Powers of the Company’s Directors The Directors do not have any specific procedures in place regarding any potential changes to the opportunity for the Company to buy back its own shares, but should this need arise, they will be presented to the shareholders at a general meeting in line with company law. Directors and Officers Insurance The company has not provided Directors and Officers insurance for both the current and prior periods. Annual General Meeting The Notice of the Annual General Meeting of the Company will be distributed to shareholders together with the Annual Report. Full details of the business to be considered at that meeting can be found in the Notice. DocuSign Envelope ID: DCB87CF6-DDEC-4217-8EB4-475AAFFA2349 ADALAN VENTURES PLC (FORMERLY ZAIM CREDIT SYSTEMS PLC) Page | 8 DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2022 Disclosure of information to auditors Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that: • so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and • the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information. Auditors The auditors, Shipleys LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. Approved by the Board on 31 August 2023 and signed on its behalf by: S Retter Director DocuSign Envelope ID: DCB87CF6-DDEC-4217-8EB4-475AAFFA2349 ADALAN VENTURES PLC (FORMERLY ZAIM CREDIT SYSTEMS PLC) Page | 9 REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2022 The Board of Directors of Adalan Ventures PLC formed the Remuneration Committee that was constituted at a full meeting of the Board held on 29 October 2019 in accordance with the Articles of Association of the Company. The Committee determines and agrees with the Board the framework or broad policy for the remuneration of the Company’s Chairperson and the Executive Directors, including pension rights and compensation payments. The remuneration of Non- executive Directors shall be a matter for the Board or the shareholders (within the limits set in the Articles of Association). No Director or Senior Manager shall be involved in any decisions as to their own remuneration. The Committee recommends and monitors the level and structure of remuneration for senior management. The Company’s policy is to maintain levels of remuneration so as to attract, motivate and retain Directors and Senior Managers of the highest calibre who can contribute their experience to deliver industry-leading performance with the Company’s operations. Below are the summary service contracts and appointment letters of the Directors: Non-Executive Chairman—Malcolm Groat Malcolm Groat is paid an annual salary of £25,000 which shall escalate to £35,000 if the Company reaches EBITDA of £200,000 per calendar month. Chief Executive Officer—Siro Cicconi Siro Cicconi is paid an annual salary of £100,000 which shall escalate to £200,000 per annum if the Company reaches EBITDA of £200,000 per calendar month and shall further escalate to £350,000 per annum if the Company reaches EBITDA of £350,000 per calendar month. Finance Director—Simon Retter Simon Retter is paid an annual salary of £60,000 which shall escalate to £120,000 per annum if the Company reaches EBITDA of £200,000 per calendar month and shall further escalate to £150,000 per annum if the Company reaches EBITDA of £350,000 per calendar month. Non-executive Director—Paul Auger Paul Auger is paid an annual salary of £20,000 which shall escalate to £27,000 per annum if the Company reaches EBITDA of £200,000 per calendar month. For the whole of 2022, and considering the Company’s commercial circumstances, the Directors did not take any cash remuneration, but accrued fees. DocuSign Envelope ID: DCB87CF6-DDEC-4217-8EB4-475AAFFA2349 ADALAN VENTURES PLC (FORMERLY ZAIM CREDIT SYSTEMS PLC) Page | 10 REMUNERATION REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2022 Below is the summary of remuneration for each Director for 2022: Salary Other fees/bonus Benefits Pension contributions Share- based payment charge Total £ £ £ £ £ £ Malcolm Groat 25,000 - - - 25,000 Siro Donato Cicconi 100,000 - - - 100,000 Simon James Retter 60,000 - - - 60,000 Paul James Auger 20,000 - - 20,000 Vladimir Golovko 9,957 9,957 Total 205,000 - - - - 214,958 Below is the summary of remuneration for each Director for 2021: Salary Other fees/bonus Benefits Pension contributions Share- based payment charge Total £ £ £ £ £ £ Malcolm Groat 25,000 4,000 - - - 29,000 Siro Donato Cicconi 100,000 35,000 - - - 135,000 Vladimir Golovko 141,038 3,500 - - 10,177 154,715 Simon James Retter* 60,000 21,000 - - - 81,000 Paul James Auger 20,000 4,000 - - 9,506 33,506 Total 346,038 67,500 - - 19,683 433,221 * On 9 February 2021, Stonedale Management & Investments Ltd, a company controlled by Simon Retter, Finance Director of the Company, purchased 1,300,000 ordinary ZCS shares and at the date of this report was beneficially interested in 4,900,000 shares. The social insurance contributions, paid by the Company for the year 2021 on remuneration, was £17,388. Due to the potential issues related to the remittance of dividends and management fees noted DocuSign Envelope ID: DCB87CF6-DDEC-4217-8EB4-475AAFFA2349 ADALAN VENTURES PLC (FORMERLY ZAIM CREDIT SYSTEMS PLC) Page | 11 REMUNERATION REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2022 There is no LTIP in place other than the unapproved options scheme and none of the Directors received any benefits in kind or pension contributions. The Company issued certain Directors with options exercisable at the issue price of 2.5p at the date of the IPO and subsequent options to one Non-Executive Director at 2.7p during 2020. The share-based payment charge was calculated using the Black Scholes method and included in the tables above. Approved on behalf of the Board, Malcolm Groat Non-Executive Chairman 31 August 2023 DocuSign Envelope ID: DCB87CF6-DDEC-4217-8EB4-475AAFFA2349 ADALAN VENTURES PLC (FORMERLY ZAIM CREDIT SYSTEMS PLC) Page | 12 CORPORATE GOVERNANCE REPORT FOR THE YEAR ENDED 31 DECEMBER 2022 Corporate Governance Practices The Board recognises the importance of sound corporate governance commensurate with the size of the Company and the interests of Shareholders. As the Company is listed in the Standard segment of the Official List of the LSE, it is not required to comply with the UK Corporate Governance Code, which is applicable to all companies whose securities are admitted to trading in the Premium segment of the Official List. The UK Corporate Governance Code can be found at https://www.frc.org.uk/directors/corporate-governance-and-stewardship. Nevertheless, the Directors are committed to maintaining high standards of corporate governance and propose, so far as is practicable given the Company’s size and nature, to voluntarily adopt and comply with the QCA Code. However, at present, due to the size of the Company, the Directors acknowledge that adherence to certain provisions of the QCA Code may be delayed until such time as the Directors are able to fully adopt them. The Role of the Board The Company holds timely Board meetings as issues arise which require the attention of the Board. The Board is responsible for the management of the Company, setting the strategic direction of the Company and establishing the policies of the Company. It is the Directors’ responsibility to oversee the financial position of the Company and monitor the business and affairs of the Company on behalf of the Shareholders, to whom they are accountable. The primary duty of the Directors is to act in the best interests of the Company at all times. The Board also addresses issues related to internal control and the Company’s approach to risk management. The Directors established an Audit Committee and a Remuneration Committee. The Board do not consider it appropriate to establish a Nomination Committee at this stage of the Company’s development, and decisions usually undertaken by those committees will be taken by the Board as a whole. Audit Committee The Audit Committee assists the Board in discharging its responsibilities with regard to financial reporting, external and internal controls, including reviewing and monitoring the integrity of the Company’s annual and interim financial statements, reviewing and monitoring the extent of the non-audit work undertaken by the Company’s external auditors, advising on the appointment of such external auditors, overseeing the Company’s relationship with its external auditors, reviewing the effectiveness of the external audit process and reviewing the effectiveness of the Company’s internal control and review function. The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly reports remains with the Board. The Audit Committee will meet not less than twice a year. The Audit Committee is chaired by Malcolm Groat, and its other member is Paul Auger. The Directors consider that Simon Retter has recent and relevant financial experience. Remuneration Committee The Company established a Remuneration Committee, which comprises Malcolm Groat as Chairman and Paul Auger, to review the performance of the Executive Directors and set the scale and structure of their remuneration and the basis of their service agreements with due regard to the interests of Shareholders. In determining the remuneration of Executive Directors, the Remuneration Committee seeks to enable the Company to attract and retain executives of the highest calibre. The Remuneration Committee also make recommendations to the Board concerning the allocation of any share awards. No Director is permitted to participate in discussions or decisions concerning their own remuneration. DocuSign Envelope ID: DCB87CF6-DDEC-4217-8EB4-475AAFFA2349 ADALAN VENTURES PLC (FORMERLY ZAIM CREDIT SYSTEMS PLC) Page | 13 CORPORATE GOVERNANCE REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2022 Market Abuse Regulation The Board adopted a share dealing code that complies with the requirements of the Market Abuse Regulation. The Board is responsible for taking all proper and reasonable steps to ensure compliance with the MAR by the Directors and persons discharging managerial responsibilities. The FCA is the competent authority for the MAR and has powers to intervene as competent authority and will be responsible for the investigation and enforcement of breaches of MAR. Board Meetings The core activities of the Board are carried out during scheduled meetings of the Board. These meetings are timed to link to key events in the Company’s corporate calendar and regular reviews of the business are conducted. Additional meetings and conference calls are arranged to consider matters which require decisions outside the scheduled meetings. During 2022, numerous meetings were held, attended by all Directors (except Vladimir Golovko from May onwards). Outside the scheduled meetings of the Board, the Directors maintain frequent contact with each other to discuss any concerns they may have relating to the Company or their areas of responsibility and to keep them fully briefed on the Company’s operations. Matters Reserved Specifically for the Board The Board has a formal schedule of matters reserved that can only be decided by the Board. The key matters reserved are the consideration and approval of the following: • The Company’s overall strategy; • Financial Statements and dividend policy; • Management structure including succession planning, appointments and remuneration; material acquisitions and disposal, material contracts, major capital expenditure projects and budgets; • Capital structure, debt and equity financing and other matters; • Risk management and internal controls; • The Company’s corporate governance and compliance arrangements; and • Corporate policies. Effectiveness For the period under review, the Board comprised a Chief Executive Officer, a non-executive Chairman and three other Directors, including one independent non-executive Director. See biographical details in the “Board of Directors” subsection of the “Corporate Governance” section of this report. The Directors are of the view that the Board and its Committees consist of Directors with an appropriate combination of skills, experience, independence and diverse backgrounds to enable them to carry out their duties and responsibilities effectively. Independence The Board considers each of the non-executive Directors to be independent in character and judgement. Appointments The Board is responsible for reviewing the structure, size and composition of the Board and making recommendations to the Board with regard to any required changes. Commitments All the Directors have disclosed any significant commitments to the Board and confirmed that they have sufficient time to perform their duties. DocuSign Envelope ID: DCB87CF6-DDEC-4217-8EB4-475AAFFA2349 ADALAN VENTURES PLC (FORMERLY ZAIM CREDIT SYSTEMS PLC) Page | 14 CORPORATE GOVERNANCE REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2022 Induction All new Directors received an induction as soon as practical upon joining the Board. Conflicts of Interest A Director has a duty to avoid a situation in which he or she has, or can have, a direct or indirect interest that conflicts, or may possibly conflict with the interests of the Company. The Board has satisfied itself that there is no compromise to the independence of those Directors who have appointments on the Boards of, or relationships with, companies outside the Company. The Board requires Directors to declare all appointments and other situations which could result in a possible conflict of interest. Board Performance and Evaluation The Company has a policy of appraising Board performance annually. Having reviewed various approaches to Board appraisal, the Company has concluded that for a Company of its current scale an internal process of regular videoconference meetings is the most appropriate, in which all Board members can discuss any issues as and when they arise in relation to the Board or any individual member’s performance. Remuneration Policy In determining the remuneration policy, the Committee takes into account all factors which it deems necessary including relevant legal and regulatory requirements and the provisions and recommendations of relevant guidance. The objective of such a policy shall be to attract, retain and motivate the executive management of the Company without paying more than necessary. The remuneration policy bears in mind the Company’s appetite for risk and is aligned to the Company’s long-term strategic goals. A significant proportion of remuneration is structured so as to link rewards to corporate and individual performance and is designed to promote the long-term success of the Company. When setting the remuneration policy for the Directors of the Company, the Committee reviews and has regard to the pay and employment conditions across the Company, especially when determining salary increases. All Remuneration Committee members demonstrate independent judgement and discretion when determining and approving remuneration outcomes. Diversity Although the Board consists of only male Directors, the Board supports diversity in the Boardroom and the Financial Reporting Council aims to encourage such diversity. Accountability The Board is committed to providing shareholders with a clear assessment of the Company’s position and prospects. This is achieved through this report and other periodic financial and trading statements as required. External Audit No significant issues were identified during the external audit process undertaken by the external auditors. The Audit Committee reviews the audit process each year and, in addition, analyses the performance and feedback from the external auditors as part of the reporting process. The Audit Committee assesses the external auditor’s independence, length of service and provision of non-audit services as part of the review of the suitability of the external auditors to continue to hold office for the following year and therefore seek reappointment at the next AGM. A tender was not submitted for reappointment of the audit this year as the current external auditors held office for less than the statutory number of years prior to a retender process. DocuSign Envelope ID: DCB87CF6-DDEC-4217-8EB4-475AAFFA2349 ADALAN VENTURES PLC (FORMERLY ZAIM CREDIT SYSTEMS PLC) Page | 15 CORPORATE GOVERNANCE REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2022 The external auditor of the Company is independent and objective as they do not provide any material non-audit services. Internal Controls The Board of Directors reviews the effectiveness of the Company’s system of internal controls in line with the requirements of the Code. The internal control system is designed to manage the risk of failure to achieve business objectives. This covers internal financial and operational controls, compliances and risk management. The Company has necessary procedures in place for the year under review and up to the date of approval of the Annual Report and Financial Statements. The Directors acknowledge their responsibility for the Company’s system of internal controls and for reviewing its effectiveness. The Board confirms the need for an ongoing process for identification, evaluation and management of significant risks faced by the Company. The Directors carry out a risk assessment before signing up to any commitments. The Audit Committee regularly reviews and reports to the Board on the effectiveness of the system of internal control. Given the size of the Company and the relative simplicity of the systems, the Board considers that there is no current requirement for an internal audit function. The procedures that have been established to provide internal financial control are considered appropriate for a Company of its size and include controls over expenditure, regular reconciliations and management accounts. The Directors are responsible for taking such steps as are reasonably available to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities. Nomination Currently, due to the size of the Company, there is no Nomination Committee. Shareholder Relations Open and transparent communication with shareholders is given high priority and there is regular dialogue with institutional investors, as well as general presentations made at the time of release of the annual and interim results. All the Directors are kept aware of changes in major shareholders in the Company and are available for conference calls or meetings with shareholders who have specific interests or concerns. The Company issues its results promptly to individual shareholders and also publishes them on the Company’s website. Regular updates to record news in relation to the Company are included on the Company’s website. The Directors are available to meet with institutional shareholders to discuss any issues and gain an understanding of the Company’s business, its strategies and governance. Meetings are also held with corporate governance representatives of institutional investors when requested. Our AGMs give the Board the opportunity to engage with investors on the running of the Company and to receive feedback. The Board also considers the views and interests of other key stakeholders, including clients, employees, regulators and society as a whole in its discussions. DocuSign Envelope ID: DCB87CF6-DDEC-4217-8EB4-475AAFFA2349 ADALAN VENTURES PLC (FORMERLY ZAIM CREDIT SYSTEMS PLC) Page | 16 CORPORATE GOVERNANCE REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2022 Annual General Meeting At every annual general meeting, individual shareholders are given the opportunity to put forward questions to the Chairman and to the other members of the Board of Directors that may be present. Notice of the annual general meeting is sent to shareholders at least 21 clear days before the annual general meeting. Details of proxy votes for and against each resolution together with the votes withheld are announced by way of regulatory information service and are published on the Company’s website as soon as practical after the annual general meeting. DocuSign Envelope ID: DCB87CF6-DDEC-4217-8EB4-475AAFFA2349 ADALAN VENTURES PLC (FORMERLY ZAIM CREDIT SYSTEMS PLC) Page | 17 SECTION 172 STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2022 The Directors of the Company, as those of all UK companies, must act in accordance with a set of general duties. These duties are detailed in section 172 of the UK Companies Act 2006 which is summarized as follows: “A director of a company must act in the way he considers, in good faith, would be most likely to promote the success of the company for the benefit of its stakeholders as a whole, and in doing so have regard (amongst other matters) to: (a) the likely consequences of any decision in the long term. (b) the interests of the company's employees. (c) the need to foster the company's business relationships with suppliers, customers and others. (d) the impact of the company's operations on the community and the environment. (e) the desirability of the company maintaining a reputation for high standards of business conduct; and (f) the need to act fairly as between stakeholders of the Company” As part of their induction, all Directors are briefed on their duties and they can access professional advice on these, either from the Company Secretary or, if they judge it necessary, from an independent adviser. The Directors fulfil their duties partly through a governance framework that delegates day-to-day decision-making to employees of the Company and details of this can be found in our Corporate Governance Report on pages from 12 to 16. The following paragraphs summarise how the Directors fulfil their duties: Risk Management Adalan provided financial services to clients in a competitive and regulated environment. Since mid-2022, the Company has been a shell company and the Directors have adjusted their risk assessment accordingly. Shareholders The Board is committed to openly engaging with our shareholders, as we recognize the importance of continuing effective dialogue. It is important to us that shareholders understand our strategy and objectives, so these must be explained clearly, feedback heard and any issues or questions raised properly considered. Our board members, especially Siro Donato Cicconi, hold a series of shareholders meetings several times a year on the back of financial and operational reporting. Climate risk management The Board oversees and has ultimate responsibility for the Company’s sustainability initiatives, disclosures, and reporting. This includes, but is not limited to, climate risks and opportunities. As a shell company, the Company is exempt from providing the disclosures required by the Taskforce on Climate-related Financial Disclosures (“TCFD”). However, this section provides an overview of the Company’s approach to managing the very limited climate risks it currently faces. The executive management team have day-to-day responsibility for assessing and managing climate-related risks and opportunities. We are committed to minimising the Company’s impact on the environment. As it is presently constituted, the Company’s environmental impact is minimal and climate-related risks and opportunities are extremely limited until it acquires another business. At present, the Company has no operating investments, and its only employees are the directors. These employees perform largely information-based roles, and they all work from home as the Company no longer maintains business premises. The only environmental impact currently is from business travel, which has been extremely limited in the past two years and is expected to continue to be lower than previously as a result of the post-pandemic shift towards virtual tools. The Company’s overall environmental impact is therefore minimal The Company’s approach is therefore to seek to maintain lean working arrangements, use technology to minimise business travel and encourage employees to recycle, minimise energy wastage, and do their part to ensure that the Company acts responsibly. If the Company continues to operate as it is presently constituted it is therefore difficult to identify any climate related risks in the short, medium or long term that could significantly impact the business. For this reason, the Company does not presently feel it is appropriate or necessary to apply metrics or targets to assess climate related risks beyond the Greenhouse gas reporting presented below. DocuSign Envelope ID: DCB87CF6-DDEC-4217-8EB4-475AAFFA2349 ADALAN VENTURES PLC (FORMERLY ZAIM CREDIT SYSTEMS PLC) Page | 18 SECTION 172 STATEMENT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2022 Clearly, the Company does not intend to continue operating in its present form indefinitely, we intend to make acquisitions that will profoundly change the scale and climate-related risk profile of the business and the process for identifying and managing them. It is not possible to reach any sensible conclusions today about which risks the Company may be exposed to in the) future without knowing what businesses it will acquire. While it is not possible to know today what climate related risks it will inherent, the Company is conscious that such risks and opportunities will exist in any potential acquisition and considers that the most important objective is to ensure these are properly understood in the due diligence phase of any transaction so appropriate decisions can be taken on risk mitigation tools. The Company’s Board have concluded that the most appropriate way to address this is to ensure that climate-related risks are specifically scoped in when undertaking due diligence on acquisition targets. Greenhouse gas emissions Considering the non-material environmental impacts of the Company’s business as described in this report, management takes the view that greenhouse gas emissions are the most important metric to track and against which future targets may be set. We have compiled our greenhouse gas (“GHG”) emissions in accordance with the Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013 (“SECR”). Calculations follow the GHG Protocol Corporate Accounting and Reporting Standard (revised edition). The GHG reporting period aligns with the financial statements and boundaries are defined using the financial control approach. GHG emissions are broken down into three categories; reporting is required only on scope 1 and 2: Scope 1 emissions: Direct emissions from sources owned or controlled by the Company. Scope 2 emissions: Indirect emissions attributable to the Company due to its consumption of purchased electricity. Scope 3 emissions: Other indirect emissions associated with activities that support or supply the Company’s operations. The Company has no Scope 1 emissions. The Company’s Scope 2 and Scope 3 emissions for the year to 31 December 2022 and comparative previous period are immaterial due to homeworking arrangements and restrictions on continuing travel imposed in response to the COVID-19 pandemic. No further energy and carbon information is disclosed as the Company is exempt on the grounds of being a low energy user within the meaning of SECR. At the present time, the Company does not consider it appropriate to set emissions reduction targets, particularly given the low levels of emissions already achieved. The Company does not currently hold any investments. When investments are held, the Company will keep under review whether it would be appropriate to support investee companies in tracking metrics and setting targets. DocuSign Envelope ID: DCB87CF6-DDEC-4217-8EB4-475AAFFA2349 ADALAN VENTURES PLC (FORMERLY ZAIM CREDIT SYSTEMS PLC) Page | 19 INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ADALAN VENTURES PLC (FORMERLY ZAIM CREDIT SYSTEMS PLC) Opinion We have audited the financial statements of Adalan Ventures PLC for the year ended 31 st December 2022 which comprise the statement of comprehensive income, the statement of financial position, the statements of cash flows, the statement of changes in equity and notes to the financial statements, including a summary of significant accounting policies and the financial reporting framework that has been applied in the preparation of the financial statements and applicable law. In our opinion: • the financial statements give a true and fair view of the state of the company’s affairs as at 31 st December 2022 and of the loss for the year then ended; • financial statements have been properly prepared in accordance with UK adopted International Accounting Standards and as applied in accordance with the provisions of the Companies Act 2006; and • the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the 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 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 related to going concern We draw attention to note 1.1 in the financial statements, which explains that the Company has incurred significant operating losses and negative cash flows from operations. The Company forecasts include additional funding requirements upon which the Company is dependent. The directors are satisfied that these funding requirements will be met. These events or conditions, along with other matters as set out in note 1.1 indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter. 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) that we identified. These matters included those which had the greatest effect on the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. This is not a complete list of all risks identified by our audit. DocuSign Envelope ID: DCB87CF6-DDEC-4217-8EB4-475AAFFA2349 ADALAN VENTURES PLC (FORMERLY ZAIM CREDIT SYSTEMS PLC) Page | 20 INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ADALAN VENTURES PLC (FORMERLY ZAIM CREDIT SYSTEMS PLC) (CONTINUED) Key audit matter How our audit addressed the key audit matter Management override of controls There is a presumed risk that management is able to override controls. We have reviewed journal adjustments and the rationale behind them and have considered whether these have been subject to potential management bias. From our procedures carried out no adverse issues were identified with regards to management override of controls. Accounting for disposal of investment in subsidiary During the financial year control of the operating subsidiary was lost and the investment has been accounting for as disposal. We have reviewed the basis on which the directors have concluded that there has been a loss of control of the subsidiary. We have reviewed the journal entries and calculations relating to the disposal of the subsidiary and impairment of any amount due from the subsidiary. Preparation of group accounts The Company has not produced group accounts following disposal of its sole subsidiary during the financial year on the basis no group existed at the financial year end. As the company has prepared accounts under UK-adopted IFRS then it does not need to prepare group accounts where a group does not exist at the end of the financial year end. If a company disposes of all its subsidiary undertakings during the year, it will not be required to prepare group financial statements as a matter of law. This contrasts with the position under IFRS Accounting Standards as issued by the IASB. Such a company will fall outside of the scope of the requirements of the Act even though IFRS 10 would require the preparation of consolidated financial statements in these circumstances. Going concern assumption The Company is dependent upon recapitalisation to generate sufficient cash flows to meet continued operational costs and continue trading. Going concern was addressed as a key audit matter and has been addressed within the ‘conclusions’ relating to going concern’ section of the audit report. Our application of 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. DocuSign Envelope ID: DCB87CF6-DDEC-4217-8EB4-475AAFFA2349 ADALAN VENTURES PLC (FORMERLY ZAIM CREDIT SYSTEMS PLC) Page | 21 INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ADALAN VENTURES PLC (FORMERLY ZAIM CREDIT SYSTEMS PLC) Based on our professional judgement, we determined overall materiality for the Company financial statements as a whole to be £13,111, based on approximately 4% of the Company’s net liabilities. 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 £9,835. 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 £655. Errors below that threshold would also be reported to it if, in our opinion as auditor, disclosure was required on qualitative grounds. An overview of the scope of our audit As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we looked at where the directors made subjective judgments, for example in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits we also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud. How we tailored the audit scope We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking into account the structure of the Company, the accounting processes and controls, and the activity undertaken. The financial statements consist of 1 reporting unit. Other information The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. We have nothing to report in this regard. DocuSign Envelope ID: DCB87CF6-DDEC-4217-8EB4-475AAFFA2349 ADALAN VENTURES PLC (FORMERLY ZAIM CREDIT SYSTEMS PLC) Page | 22 INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ADALAN VENTURES PLC (FORMERLY ZAIM CREDIT SYSTEMS PLC) (CONTINUED) Opinion on other matters prescribed by the Companies Act 2006 In our opinion, based on the work undertaken in the course of the audit: • the part of the directors’ remuneration report to be audited has been properly prepared in accordance with Companies Act 2006 • 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. Directors’ remuneration Under the Companies Act 2006, we are also required to report if in our opinion certain disclosures of directors’ remuneration have not been made or the part of the directors remuneration have not been made or the part of the directors’ remuneration report to be audited is not in agreement with the accounting standards and returns. We have nothing to report in respect of these matters. Matters on which we are required to report by exception In the light of the knowledge and understanding of the Company and parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors’ report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: • adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or • the parent company financial statements and the part of the directors’ remuneration report to be audited are not in agreement with the accounting records and returns; or • certain disclosures of directors’ remuneration specified by law are not made; or • we have not received all the information and explanations we require for our audit. Responsibilities of directors As explained more fully in the directors’ responsibilities statement, 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. DocuSign Envelope ID: DCB87CF6-DDEC-4217-8EB4-475AAFFA2349 ADALAN VENTURES PLC (FORMERLY ZAIM CREDIT SYSTEMS PLC) Page | 23 INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ADALAN VENTURES PLC (FORMERLY ZAIM CREDIT SYSTEMS PLC) (CONTINUED) In preparing the financial statements, the directors are responsible for assessing the Company’s and 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 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. The extent to which the audit was considered capable of detecting irregularities, including fraud Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud. Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: • the senior statutory auditor ensured the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; • we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the digital marketing and advertising sector. • we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including Companies Act 2006, taxation legislation, data protection, anti- bribery, employment, environmental, health and safety legislation and anti-money laundering regulations. • we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and • identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. • We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: • making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; • considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. DocuSign Envelope ID: DCB87CF6-DDEC-4217-8EB4-475AAFFA2349 ADALAN VENTURES PLC (FORMERLY ZAIM CREDIT SYSTEMS PLC) Page | 24 INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ADALAN VENTURES PLC (FORMERLY ZAIM CREDIT SYSTEMS PLC) (CONTINUED) To address the risk of fraud through management bias and override of controls, we: • performed analytical procedures to identify any unusual or unexpected relationships; • tested journal entries to identify unusual transactions; • assessed whether judgements and assumptions made in determining the accounting estimates set out in the Company financial statements were indicative of potential bias; • investigated the rationale behind significant or unusual transactions. In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: • agreeing financial statement disclosures to underlying supporting documentation; • reading the minutes of meetings of those charged with governance; • enquiring of management as to actual and potential litigation and claims; • reviewing correspondence with HMRC and the company’s legal advisor. There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. 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 The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Company or the parent company and we remain independent of the Company and the parent company in conducting our audit. Our audit opinion is consistent with the additional report to the audit committee. Appointment We were originally appointed by the board on 23 October 2019 to audit the financial statements for the period ending 31 December 2018. Our total uninterrupted period of engagement is 5 years, covering the period ended 31 December 2018 to 31 December 2022. DocuSign Envelope ID: DCB87CF6-DDEC-4217-8EB4-475AAFFA2349 ADALAN VENTURES PLC (FORMERLY ZAIM CREDIT SYSTEMS PLC) Page | 25 INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ADALAN VENTURES PLC (FORMERLY ZAIM CREDIT SYSTEMS PLC) (CONTINUED) Use of this 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. BENJAMIN BIDNELL Senior Statutory Auditor For and on behalf of SHIPLEYS LLP Chartered Accountants and Statutory Auditor 10 Orange Street, Haymarket, London, WC2H 7DQ 31 August 2023 DocuSign Envelope ID: DCB87CF6-DDEC-4217-8EB4-475AAFFA2349 ADALAN VENTURES PLC (FORMERLY ZAIM CREDIT SYSTEMS PLC) Page | 26 STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2022 Note 2022 £ 2021 £ Interest income 4,247 - Interest expenses - - Interest expense - lease liabilities - - Net interest income 4,247 - Allowance for ECL/impairment of loans to customers - - Net interest income after allowance for ECL/impairment of loans to customers 4,247 - Gains less losses from dealing in foreign currency (871) (8,871) Other operating income 52,659 3,869 Operating income 56,035 (5,002) Impairment of Loan (159,254) Staff costs (225,683) - Charge for share based options - (30,047) Operating expenses 8 (154,416) (536,256) Investment in subsidiary written off (10,438,409) - Profit /(loss) before income tax (10,921,727) (571,305) Income tax expense 9 - - Net profit / (loss) (10,921,727) (571,305) Net other comprehensive income that may be reclassified to profit or loss Foreign exchange differences arising on translation into presentation currency - - Total comprehensive expense (10,921,727) (571,305) Earnings per share 11 Basic, loss for the year attributable to ordinary equity holders of the parent ( 2.36p) ( 0.18p) Diluted, loss for the year attributable to ordinary equity holders of the parent ( 2.36p) (0.16p) DocuSign Envelope ID: DCB87CF6-DDEC-4217-8EB4-475AAFFA2349 ADALAN VENTURES PLC (FORMERLY ZAIM CREDIT SYSTEMS PLC) Page | 27 STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2022 Note 2022 2021 £ £ Assets Cash and cash equivalents 35,468 211,833 Other assets 7 - 130,076 Investment in subsidiary - 10,438,409 Total assets 35,468 10,780,319 Liabilities Other liabilities 10 373,962 197,086 Total liabilities 373,962 197,086 Equity Charter capital 5 4,619,750 4,619,750 Shares to be issued Reserve 800,000 800,000 Additional capital 6,755,628 6,755,628 Share options reserve 248,146 248,146 Accumulated deficit (12,762,019) (1,840,292) Total equity (338,495) 10,583,232 Total liabilities and equity 35,468 10,780,319 The above Company Statement of Financial Position should be read in conjunction with the accompanying notes, the loss for the period was £10,921,727 (2021: £571,305). The Financial Statements were authorised for issue by the Board of Directors on 31 August 2023 and were signed on its behalf Siro Donato Cicconi, Chief Executive Officer Simon James Retter, Finance Director DocuSign Envelope ID: DCB87CF6-DDEC-4217-8EB4-475AAFFA2349 ADALAN VENTURES PLC (FORMERLY ZAIM CREDIT SYSTEMS PLC) Page | 28 STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2022 Charter capital £ Shares to be issued Reserve £ Additional capital £ Accumulated deficit £ Share options reserve £ Total equity £ Balance at 31 December 2020 4,369,750 800,000 6,078,128 (1,268,987) 218,099 10,196,990 Comprehensive loss for 2021 - - - (571,305) - (571,305) Issued during the year 250,000 - 677,500 - - 927,500 Share-based payments - - - - 30,047 30,047 Balance at 31 December 2021 4,619,750 800,000 6,755,628 (1,840,292) 248,146 10,583,232 Comprehensive loss for 2022 - - - (10,921,727) - (10,921,727) Share-based payments - - - - - - Balance at 31 December 2022 4,619,750 800,000 6,755,628 (12,762,019) 248,146 (338,495) DocuSign Envelope ID: DCB87CF6-DDEC-4217-8EB4-475AAFFA2349 ADALAN VENTURES PLC (FORMERLY ZAIM CREDIT SYSTEMS PLC) Page | 29 STATEMENT OF CASH FLOW THE YEAR ENDED 31 DECEMBER 2022 2022 2021 £ £ Cash flows from operating activities Loss for the period (10,921,727) (571,305) Correction for non-cash transaction 10,597,663 30,047 Cash flows from/(used in) operating activities before changes in operating assets and liabilities (324,064) (541,258) Adjustments for Increase in trade and other receivables, VAT (29,178) (3,599) Increase in trade and other payables 176,876 10,347 Cash generated from operations (176,365) (534,510) Net cash flows used in operating activities (176,365) (534,510) Cash flows from investing activities Investment in subsidiary - (342,320) Net cash flows from investing activities - (342,320) Cash flows from financing activities Issue of ordinary shares (including share premium) - 1,000,000 Share issue costs - (72,500) Net cash flows from financing activities - 927,500 Net change in cash and cash equivalents (176,365) 50,670 Cash and cash equivalents at the beginning of the year 211,833 161,163 Cash and cash equivalents at the end of the year 35,468 211,833 DocuSign Envelope ID: DCB87CF6-DDEC-4217-8EB4-475AAFFA2349 ADALAN VENTURES PLC (FORMERLY ZAIM CREDIT SYSTEMS PLC) Page 30 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022 1. Accounting policies 1.1 Going concern The accounts have been prepared on the going concern basis. The Company incurred a loss for the year of £10,921,727 and as at 31 December 2022 had net liabilities of £338,495 As a result of the above, the Directors have reviewed the Company's expected operational results and cash requirements for the year from the date of these accounts. The company is reliant on is cash resources until the point at which it generates income or raises additional finances. Due to the limited cash balance as at the period end the Company is in the process of seeking additional funding in order to purse its strategy of making an acquisition to seek re-admission of the enlarged Company to listing on the Official List and trading on the London Stock Exchange or admission to another stock exchange. Should the raising of new capital be unsuccessful then the Company faces significant uncertainty over its ability to continue as a going concern. The Company has reduced its cash expenditure to a minimum whilst it works on the re-capitalization of the business. Accordingly, the Directors continue to adopt the going concern basis in preparing the annual report and accounts. 1.2 Financial assets Financial assets are recognized in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories. The classification depends on the nature and purpose of the financial assets and is determined at the time of recognition. Financial assets are initially measured at fair value plus transaction costs, other than those classified as fair value through the income statement, which are measured at fair value. Trade and other receivables Trade receivables are recognized and carried at the lower of their original invoiced value and recoverable amount. Balances are written off when the probability of recovery is considered to be remote. Impairment of financial assets Financial assets, other than those 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 of the investment have been affected. Derecognition of financial assets Financial assets are derecognized only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity. DocuSign Envelope ID: DCB87CF6-DDEC-4217-8EB4-475AAFFA2349 ADALAN VENTURES PLC (FORMERLY ZAIM CREDIT SYSTEMS PLC) Page 31 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022 1. Accounting policies (continued) 1.3 Financial liabilities Financial liabilities are classified as either financial liabilities at fair value through the income statement or other financial liabilities. Financial liabilities are classified according to the substance of the contractual arrangements entered into. Derecognition of financial liabilities Financial liabilities are derecognized when, and only when, the company's obligations are discharged, cancelled, or they expire. Taxation Income tax expense represents the sum of the tax currently payable and deferred tax. Current tax The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date. Deferred tax Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are recognized to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilized. Such assets and liabilities are not recognized if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit. The carrying amount of deferred tax assets is reviewed at each reporting end 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 is realized. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority. DocuSign Envelope ID: DCB87CF6-DDEC-4217-8EB4-475AAFFA2349 ADALAN VENTURES PLC (FORMERLY ZAIM CREDIT SYSTEMS PLC) Page 32 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022 2. General Information The Company was incorporated and registered in England and Wales as a public company limited by shares on 15 June 2018 under the Companies Act 2006, with the name Agana Holdings Plc, and registered number 11418575. On 22 July 2019, the Company changed its name to Zaim Credit Systems Plc. On 23 March 2023, the Company changed its name to Adalan Ventures Plc. The Company's registered office is located at 10 Orange Street, London, United Kingdom, WC2H 7DQ. 3. Principal activities As at 31 December 2022, the principal activity of the Company was to seek acquisition opportunities. The Company expects that consideration for the Acquisition will primarily be satisfied by issue of new Shares to a vendor (or vendors), but that some cash may also be payable by the Company. Any funds not used in connection with the Acquisition will be used for future acquisitions, internal or external growth and expansion, and working capital in relation to the acquired company or business. Following completion of the Acquisition, the objective of the Company will be to operate the acquired business and implement an operating strategy with a view to generating value for its Shareholders through operational improvements as well as potentially through additional complementary acquisitions following the Acquisition. Following the Acquisition, the Company intends to seek re-admission of the enlarged Company to listing on the Official List and trading on the London Stock Exchange or admission to another stock exchange. 4. Basis of preparation The Company has not yet commenced business and no dividends have been declared or paid since the date of incorporation. The historical financial information has been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the United Kingdom. The historical financial information is presented in Pounds Sterling ("£"), which is the Company's functional and presentational currency and has been prepared under the historical cost convention. DocuSign Envelope ID: DCB87CF6-DDEC-4217-8EB4-475AAFFA2349 ADALAN VENTURES PLC (FORMERLY ZAIM CREDIT SYSTEMS PLC) Page 33 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022 5. Share capital Authorized 2022 Number 2022 £ Shares treated as equity Ordinary shares of £0.01 each 461,975,000 4,619,750 461,975,000 4,619,750 Issued and fully paid Ordinary shares of £0.01 each At 31 December 2022 2022 2022 Number £ 461,975,000 4,619,750 461,975,000 4,619,750 DocuSign Envelope ID: DCB87CF6-DDEC-4217-8EB4-475AAFFA2349 ADALAN VENTURES PLC (FORMERLY ZAIM CREDIT SYSTEMS PLC) Page 34 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022 6. Earnings per share (I) Basic earnings per share The Company presents basic and diluted earnings per share information for its ordinary shares. Basic earnings per share are calculated by dividing the profit attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares in issue during the reporting period. Diluted earnings per share are determined by adjusting the profit attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares. 7. Trade and other receivables 2022 2021 Loan to Zain Express LLC Impairment of loan £ 159,254 (159,254) £ 130,076 - 197,086 8. Operating Expenses 2022 £ 2021 £ Advertising and marketing - - Consulting services 10,937 - Depreciation of right-of-use assets - - State duty - - Communication 1,451 - Banking services 404 2,789 Postal services - - Investor Relations 19,897 - Writing off VAT - 70,583 Rental expenses - - Material expenses - - Security - - Other expenses 121,727 462,884 Total operating expenses 154,416 536,256 Operating expenses include the cost of audit for the company of £20,000 (2021: £20,000). The audit of the Company financial statements in £nil (2021: 20,000). These amounts are included in other expenses. DocuSign Envelope ID: DCB87CF6-DDEC-4217-8EB4-475AAFFA2349 ADALAN VENTURES PLC (FORMERLY ZAIM CREDIT SYSTEMS PLC) Page 35 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022 9. Auditors Remuneration 2022 2021 £ £ Statutory Audit Services 20,000 40,000 10. Income Tax In 2022, the Company generated a significant tax loss and therefore has no tax expense (as at 31 December 2021, the Company has no current income tax expenses). The current income tax rate applicable to the Company's is 20% (2021: 20%). A reconciliation between the theoretical and the actual taxation charge is provided below. 2022 2021 IFRS loss before taxation £ (10,921,727) £ 801,497 Theoretical tax charge at the applicable statutory rate - (160,299) Non-deductible expenses and other differences 10,921,727 31,189 Unrecognised deferred tax asset - 10,263 Income tax expense for the year - (118,847) 11. Trade and other payables 2022 2021 Trade payables Accruals £ - 90,318 £ 112,057 27 Other payables – 283,644 85,002 373,962 197,086 12. Ultimate Controlling Party The ultimate controlling party is Zaim Holding SA which holds 69.2% of the share capital. 13. Impairment of investment in subsidiary Following the investigation by the Company into the loss of control of its previously wholly owned subsidiary Zaim Express LLC, the financial statements include the write down of the full carrying value of the investment of £10,438,409 as the Directors view the fair value of any potential redress being nil. 14. Subsequent Events No events have occurred subsequent to the year end. 15. Related Party Transactions As per IFRS, there were no related party transactions. In the year December 2022 DocuSign Envelope ID: DCB87CF6-DDEC-4217-8EB4-475AAFFA2349