Independent Auditor's Report
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SYME, the fintech business which provides an innovative fintech platform (the "Platform") for use by manufacturing and trading companies to access Inventory Monetisation© ("IM") solutions enabling their businesses to generate cashflow, following the announcement of and with reference to its 2023 Annual Report and Accounts provided on the 1 May 2024, provides the full independent auditor's report received from its auditors, Crowe U.K. LLP, dated 30 April 2024. SYME expects to publish the full Annual Report and Accounts on its website shortly.
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 statements of financial position, the consolidated and company statements 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:
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;
- we agreed the appropriateness of the time period covered by the assessment; and
- we reviewed the appropriateness of the disclosure made and its consistency with our review of the going concern assessment.
Overview of our audit approach
Materiality
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 year. 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 network as component auditor. Limited procedures were performed by a member of the Crowe Global 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, 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.
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 year 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 managements 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. |
Other information
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion based on the work undertaken in the course of our audit
Matters on which we are required to report by exception
- 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 statement of directors' responsibilities set out 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.
Auditor's responsibilities for the audit of the financial statements
- enquiry of management and those charged with governance 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.
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.
Our audit opinion is consistent with the additional report to the audit committee.
Use of our report
Leo Malkin
Senior Statutory Auditor
For and on behalf of
Crowe U.K. LLP
Statutory Auditor
London
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