Samarkand Group plc : FY21 Preliminary Unaudited Results

29 July 2021

 

Samarkand Group plc

("Samarkand", the "Company" or together with its subsidiaries the "Group")

 

FY21 Preliminary Unaudited Results

 

Samarkand Group plc, the cross-border eCommerce technology solution provider, is pleased to announce its preliminary unaudited results for the year ended 31 March 2021 ("FY21").

 

FY21 Financial highlights:

• Listed on the Apex segment of the AQSE Growth Market raising £17m
• Revenue increased significantly by 201% to £20.6m (2020: £6.8m)
• Like for like revenues increased 116% to £14.8m (2020: £6.8m) excluding the exceptional revenues of £5.8m
  • Nomad Technology revenue increased 317% to £6.4m (2020: £1.5m)
  • Brand Ownership revenues increased 66% to £3.5m (2020: £2.1m)
  • Distribution revenues increased 51% to £4.8m (2020: £3.2m)
• Gross margin, excluding exceptional revenue, improved from 48% to 62% reflecting a shift to greater technology and direct-to-consumer revenues
• EBITDA profit increased to £1.1m* (2020: loss £0.8m)
• Adjusted EBITDA loss improved 50% to £0.4** (2020: loss £0.8m)

* after deducting £0.5m in listing fees and share based payment charge
** adjusted EBITDA is EBITDA adjusted to exclude the profit generated from exceptional revenues, listing fees and share based payment charge.

FY21 Operational highlights:

• Orders processed for consumers in China increased 107% to 122k (2020: 59k)
• Number of product lines processed on the Nomad platform in 2021 was 2,111 (2020: 381)
• Significant investment in the Group's proprietary technology platform, Nomad continued with £0.6m (2020: £0.4m) in capitalised development costs
• Nomad Checkout enterprise launched in November 2020 with c. £1m GMV processed on the platform on behalf of UK brands and retailers

Post period end highlights:

• £3.1m net investment received from our strategic partner SF Express
• Acquired Zita West Products Limited and majority interest in Babawest Ltd
• Established Samarkand Global (Japan) KK based in Tokyo
• Nomad Checkout beta launched on 4 SME brands

David Hampstead, Chief Executive Officer of Samarkand Group, commented: "It has been an exceptional year for Samarkand Group plc and I am extremely proud to be presenting the Group's maiden set of results as a listed Company. The ability with which the Company has progressed during the period in the face of the challenges posed by the pandemic is testament to the strength of our team and the value of our offering. I would like to take this opportunity to thank all our staff for their continued hard work.

 

The funds raised from our IPO provides Samarkand with the necessary capital to move to the next stage of our expansion and continued execution of our growth strategy. The use of such funds to acquire Zita West Products and a majority interest in Babawest Ltd underlines the ambition of the Group to move quickly in its progression. We continue to assess further opportunities for acquisitive growth.

Chinese eCommerce is only set to grow in significance moving forwards and our offering provides the optimal route for Western brands to penetrate the notoriously difficult Chinese market. The future of the Company is extremely bright and I am excited to continue delivering on our stated strategy in the coming months."

For more information, please contact:

 

Samarkand Group plc	Via Alma PR
David Hampstead, Chief Executive Officer Eva Hang, Chief Financial Officer	http://samarkand.global/
VSA Capital - AQSE Corporate Adviser and Broker	+44(0)20 3005 5000
Andrew Raca, James Deathe, Pascal Wiese (Corporate Finance) Andrew Monk (Corporate Broking)	IPO@vsacapital.com
Alma PR	+44(0)20 3405 0213
Josh Royston Robyn Fisher Joe Pederzolli	samarkand@almapr.co.uk

 

Notes to Editors

 

Samarkand is a cross-border eCommerce technology and retail group focusing on connecting Western Brands with China, the world's largest eCommerce market. The Group has developed a proprietary software platform, the Nomad platform, which is integrated across all necessary touch-points required for eCommerce in China including eCommerce platforms, payments, logistics, social media and customs. The Nomad platform is the foundation on which the Group's Nomad technology and service solutions are built. The core products include Nomad Checkout, Nomad Storefront, Nomad Commerce and Nomad Distribution.

 

The Company's current customer base comprises leading European brands such as 111SKIN, Shay & Blue, Omorovicza, ICONIC London, Philip Kingsley, Temple Spa and Planet Organic. Samarkand has also successfully grown its own brand, Probio7, acquired in December 2017 and recently announced the acquisition of Zita West Products and Babawest.

 

Founded in 2016, Samarkand is headquartered in London, UK with offices in Shanghai and Tokyo employing over 140 staff.

 

For further information please visit https://www.samarkand.global/

 

CHAIRPERSON'S STATEMENT

 

Introduction

 

Despite the challenging year we have all faced the Group continues to build on the strong foundations put in place since incorporation in 2016. I am delighted to have joined such a fast-growing company at such an exciting time and I am particularly pleased to be releasing our maiden full year results as a publicly listed company, following our successful oversubscribed IPO and listing onto the Apex segment of the Aquis Growth Market in March 2021.

 

The results we are reporting today show the significant progress that has been made over the past year. Our teams have remained focused on providing our customers with a more direct-to-consumer route to the world's largest eCommerce market. The mission of the Company, to connect consumers of the eCommerce market in China with international merchants, comes at a time when the need to reach new markets and new consumer groups has never been greater for businesses of all sizes. The pandemic has made eCommerce even more relevant than ever before, characterised by digital trade and technology and we believe Samarkand is at the frontier of this growing market.

 

Financial Results

The Group delivered significant revenue growth in FY21 of 201% to £20.6m (FY20: £6.8m) with like for like revenues increasing 116% to £14.8m (FY20: £6.8m) excluding exceptional revenues of £5.8m.  As a result of the proceeds raised at the IPO, the Group has moved from a net debt to net cash position. At the year end, the Group's net cash position was £11.6m (2020: net debt £5.9m), which provides the ideal platform to execute plans and deliver sustainable value.

 

People

None of this success would be possible without the passion and diligence shown by our people, who have risen to every challenge posed by the pandemic. These results are a reflection of that endeavour and on behalf of the Board, I offer them my sincere thanks.

 

Board and governance

At the time of the IPO, we established the Board and governance structures suitable for a fast-growing listed company. The newly formed Board, supported by the Nomination & Remuneration, Sustainability and Audit Committees, bring a breadth of experience in eCommerce, public markets, finance, and governance. We have established a solid working relationship, remaining well connected and communicative despite the restraints of the pandemic. It is a pleasure to work with a group of such knowledgeable and experienced professionals and I am grateful for the contributions that have been made to date. 

 

Summary and Outlook

We operate in one of the fastest changing markets where new trends and technologies can, and do, change the market rapidly. This is what makes this such an exciting industry to operate in but also brings with it a unique set of challenges. The ability to adapt and react quickly to the opportunities this environment brings will be key to our success and we are investing heavily in the technology that will best position us to succeed as this market continues to evolve.

 

We are making good progress towards our goal of acquiring additional consumer brands and making strategic acquisitions which is evidenced by our recent acquisition of Zita West Products and Baba West Ltd. The focus for the year ahead is to further develop the Nomad platform's functionality and services, as well as expand the Group's business development activities in Europe, Northeast Asia, and North America.

 

The Group has implemented a "buy in the West, build in the East" strategy in relation to its acquisition of own brands. We plan to continue to extend marketing of our own brands over the coming months. This strategy is focused on the identification of Western brands with growth potential, their acquisition, subsequent redevelopment and launch into the Group's sales channels in China and elsewhere.

The market appetite for our technology is being well received by our customers and we believe that the long term opportunity remains significant. We are continuing to build strong momentum with our customers and our own brands and look positively to the year ahead.

Tanith Dodge

Chairperson

 

CEO REVIEW

 

Despite the many challenges over the last year, it has been a year of phenomenal growth and major milestones achieved by the Group. The stand-out event was our over-subscribed IPO and listing onto the Apex segment of the Aquis Growth Market. Our listing was only possible due to the solid foundations we had built since incorporation and the successful execution of our strategy to make the world's largest but most complex eCommerce market more accessible through our technology and expertise.

 

Our teams in the UK and China responded and adapted remarkably well to perhaps the most disruptive event in our generation. Our UK distribution centre remained opened throughout the pandemic whilst maintaining the highest levels of safety for the operational teams working there. Our priority going forward is to continue providing a safe working environment and ensuring our teams remain safe, supported and motivated.

 

Our IPO & Strategic Investment

In March 2021 we successfully completed our IPO and admission on to the Aquis Growth Market in London in what was the first time a growth prospectus had been used in Europe. The IPO was supported by both institutional and retail investors and due to the high demand the amount raised was increased from the initial target of £10m to £17m. This was quickly followed by a further strategic investment by one of the leading express delivery companies in China, with whom we have been working for several years. Whilst the net proceeds of £3.1m will help to accelerate our growth, it is the commitment from such a major partner and the opportunity that represents which is truly significant. 

 

The IPO has enabled many of our colleagues to become shareholders and I am very pleased that over 10.4% of the shares in issue are currently held by employees. The support from our initial investor, Smollan Group, one of the world's leading retail service companies, continues and they converted an £1m loan note to equity.

 

Nomad Technology

The development of our technology continues at pace. We have increased our development and delivery capability to allow us to roll out our solutions faster and further afield. Our solutions are now being deployed by major enterprises in Europe and Asia which represent a huge addressable market. In Europe one of the largest eCommerce companies has deployed our Nomad Checkout solution to their flagship eCommerce site. In Northeast Asia, in line with our strategy to expand into this market, one of the world's largest beauty conglomerates is also deploying our Nomad Checkout solution to power direct-to-consumer sales from South Korea to Chinese consumers. North America is another enormous market opportunity for our technology and the group is already in advance discussions with a major partner for the market.  We expect to provide an update on this in due course.

 

With projects already underway and adoption of our technology by multi-national corporations we are executing our vision of becoming an integral part of the infrastructure that will power eCommerce between China and the rest of the world on the digital silk road. I'm very excited about what comes next and the potential for our solutions to help the millions of smaller merchants that have great potential in the world's largest eCommerce market but currently lack access.

 

Buy in the West Build in the East

In line with our strategy of acquiring businesses in the West with high growth potential in Asia we completed our first acquisition since the IPO in May. The acquisition of Zita West Products Limited ("ZWPL") and 51% of Baba West Ltd ("BW") is complimentary to the existing health brand owned by the Group, Probio7 and is positioned for significant growth in China through the Group's sales channels and technology. Zita West herself is a world-renowned specialist in fertility, IVF and assisted reproductive therapy (ART). The Zita West clinics have treated thousands of couples and has amongst the highest success rates in the UK. Zita is a widely published author on the subject of fertility and reproductive health and the range of nutritional supplements that have been developed over the last 20 years are specifically designed to support this process. As the global birth rates has dropped, China has become the biggest consumer of ART and in the same month as the acquisition, the Chinese government announced the introduction of a "3 child policy" to reverse the population decline. The acquisition of ZWPL represents a significant opportunity to rapidly grow this brand in the world's largest market.

 

The performance of our health brand, Probio7, has continued to improve throughout 2020. During the pandemic wholesale to retailer sales dropped significantly due to lockdown closures. The impact of this was offset by the higher margin sales through our own eCommerce channels and the enormous growth the brand experienced in the Chinese market during this period. When we acquired Probio7 in December 2017 it was a brand with a loyal consumer following developed over 20 years and had grown sales to £1.2m annually over that time. In FY2021 under our ownership, sales increased to £3.5m with over £1.7m coming from launching the brand in China.

 

We will continue to evaluate opportunities and acquisitions that fit within our strategy and are complementary to our portfolio.

 

Accelerated Investment

The original target for the fund raising of £10m was significantly surpassed which has allowed us to invest more aggressively to accelerate our strategy. We have significantly increased investment in our technology and operational teams and have begun the process of expansion into other international markets starting with Japan and continental Europe.

 

The company now employs over 140 up from 61 in March 2020. All of our employees are working extremely hard to deliver the objectives of the business, innovating and creating solutions to problems that are complex to solve in one of the fastest moving and changing industries. Our technology team which now spans the UK and China has increased from 14 in March 2021 to 23 in July 2021. The team has successfully delivered our unique Nomad Checkout solution across a number of eCommerce sites for one of Europe's largest eCommerce companies, providing a strong validation both of our technology and the addressable market for our solutions.

 

Markets and the Environment

In 2014, the Chinese government introduced the first policies designed to promote the cross-border eCommerce industry. These included pilot free trade zones, preferential tax policy for goods purchased through this route and dispensations on products in certain categories such as no need for animal testing on skincare and cosmetic products which was previously required for general imports. Since then, this policy has been further strengthened with more free trade zones, even lower tax rates and higher transaction limits.  During this time China has become the global leader in eCommerce both in terms of size and scale but also innovation. Social commerce and live-streaming is a phenomenon that started in China and has grown at an incredible rate, from $4bn in 2017 to a forecasted $300bn this year. This represents an enormous opportunity but also comes with it's own set of challenges as traffic moves to different platforms and channels at a relentless pace. We have experienced that first-hand with some of the channels we work on moving to Douyin where we didn't have a presence initially. We have now integrated Nomad into this very exciting platform and plan to generate our first sales in the coming months.

 

An interesting development is the adoption of these livestream technologies and trends appearing in Western markets which presents unique opportunities for the Group as one of the few Western companies with such exposure to what, I believe will become the dominant form of eCommerce for the Post 2000 generation in markets outside of China in the near future.

 

In the aftermath of the pandemic, there have been some notable developments in the market and industry in which we operate that present future opportunities and challenges. COVID-19 has caused immense disruption to international travel which is one of the ways Western brands have been discovered by Chinese consumers. This disruption has resulted in a rise of domestic Chinese brands replacing the once popular international brands. The almost complete cessation of international travel by Chinese tourists to overseas destinations means that the consumers who do want to purchase international brands have had to do so online which has created opportunities particularly in markets such as Japan and South Korea that have relied on physical retail and tourism. In response we have accelerated our timeline to enter these markets.

 

Commentary on KPIs

With the launch and rollout of our Nomad Checkout solution, one of the key KPI's we will be focussed over the next 12 months is the adoption and retention of merchants installing and using the solution. The merchant has the option to take an off-the-shelf plugin for eCommerce software platforms such as Shopify or an Enterprise version for companies that require a tailored solution to fit with their own technology and fulfilment processes.

 

Top line revenue is a key metric however the way we derive that revenue will evolve and change as we execute our plan. We anticipate that as more of our technology is adopted by clients it will become more repeatable and with a higher gross margin than revenue derived from our "buy-and-sell" model and own brand sales.

 

Outlook statement

I am extremely proud of what we have achieved over the last few years with a very modest amount of investment. We are truly excited by what the future holds now that we are well resourced. We have a solid foundation operationally, technically, and financially from which we can now build. The adoption of our technology solutions by significant and distinguished companies, combined with the investment from SF Express validates our vision and gives us confidence that the road ahead is a very positive one for the Company. As true pioneers, bridging technical and cultural divides between international merchants and consumers in the world's largest eCommerce market there will inevitably be challenges to overcome but I am confident that the partners and teams we have in place can deliver success.

 

The pace of change of Chinese eCommerce means we need to be constantly evolving and innovating. We have the benefit of operating in the most dynamic eCommerce market which is now shaping the evolution of eCommerce on a global scale.  Chinese eCommerce has been driving trends in other parts of Asia for some time and we are now starting to see that spread to Europe and North America where platforms such as TikTok and trends such as live-stream commerce are starting to gain traction.  This is an area where we will be paying close attention given our unique position in both geographies.

 

Our expansion into Northeast Asia through our newly formed entity and office in Japan represents an enormous and exciting opportunity for us to deploy our solutions and technology to a new market which already has huge demand from Chinese consumers. Japanese and South Korean brands are amongst the most sought-after and the cross-border trade between Chinese consumers and brands from these countries dwarfs that of almost all other markets.

 

We operate in an innovative, fast-moving eCommerce market, one that is shaping the way consumers shop online and defining what eCommerce will become not just in Asia but in other parts of the world. All aspects of life are accelerating towards digitalisation and the exchange of goods across geographical borders has become part of everyday life for consumers across the globe. It is an exciting time to be building the technology and infrastructure, the pipes and plumbing, that make digital commerce more efficient between international merchants and the world's largest group of consumers in China.

 

David Hampstead

Chief Executive Officer

 

FINANCIAL REVIEW

 

Overview

During the year, the Group demonstrated high growth in revenue and gross profit, as total revenue (including exceptional revenues of £5.8m) grew by 201% to £20.6m (2020: £6.8m) and gross margin improving to 62% (2020: 48%).

 

Revenues and gross margin

Revenues excluding exceptional revenues are up 116% to £14.8m (2020: £6.8m), with revenues on our Nomad technology up 317% to £6.4m (2020: £1.5m), brand ownership revenues up 66% to £3.5m (2020: £2.1m) and distribution revenues up 51% to £4.8m (2020: £3.2m).

 

The significant increases are largely driven by the increase in revenues on our Nomad technology platform, including high levels of social selling, the growth of online sales during the first lockdown, as well as increases in revenue generated from our own brand, Probio7 in China. Due to the temporary closures and reduction in travel, the Group saw a dramatic shift in consumer behaviour towards online shopping, particularly during the months where different parts of the world were in lockdown.

 

The Group's gross margin (excluding exceptional revenues) increased to 62% (2020: 48%). The improving margins are a result of the Group's continued development of its B2C capabilities and the transition away from its low margin B2B distribution model. In addition, the increasing gross margin performance reflects the Group's focus on technology and services, which typically yields higher margin than distribution sales.

 

Exceptional Revenues

With teams in both the UK and China the group was ideally positioned to source and supply products necessary for the coronavirus response. As a result, a £5.8m government contract from the Department of Health and Social Care (the "Exceptional Revenue") was awarded to the company in April 2020 for the supply of personal protective equipment. This contract was successfully fulfilled.

 

Operating expenses

Selling and distribution expenses, excluding exceptional revenues have increased to 37% (2020: 22%) of revenue, as a result in the increase in social selling, with transaction fees paid to KOLs as well as an increase in marketing investment in our own brand Probio7. Variable costs (which includes cost of sales, selling and distribution expenses) have remained steady at 76% (2020: 74%) of revenue.

 

Administrative expenses, excluding exceptional revenues, listing fees, share-based payment expense, decreased to 27% (2020: 38%) of revenue as a result of operational efficiency and the Group's ability to scale its current operations and facilities as revenue grew. With the proceed from the IPO, the Group have begun investing heavy in its people and in additional regulatory, compliance costs as a result of being publicly listed.

 

Earnings per share

Basic and diluted earnings per share was 0.78 pence per share (2020: (3.93) pence per share).

 

IPO and net cash/(debt)

The Group listed on the Apex segment of the AQSE Growth Market in March 2021 and raised a total of £17m from both institutional investors and qualified investors. The subscription and placing shares represented approximately 29% of the enlarged share capital at the time.

 

As a result of the proceeds raised at the IPO, the Group has moved from a net debt to net cash position. Alongside the funds raised, the directors' loans, former director loans and loan notes were converted into shares or repaid.

 

 

	Mar-21	Mar-20
Cash and cash equivalents	14,606,867	572,586
Right-of-use lease liabilities	(972,994)	(1,216,486)
Borrowings	(2,082,538)	(4,746,478)
Directors' loans	-	(499,511)
Net cash / (debt)	11,551,335	(5,889,889)

 

 

At the year end, the Group's net cash position was £11.6m (2020: net debt £5.9m), which places the Group in a good position to accelerate its growth, bringing forward investments in its technology and increasing its client service, fulfilment and operational capabilities to execute on its plans and deliver on long term value.

 

Financing costs of £0.4m (2020: £0.3m) comprised of interest expenses of £0.3m (2020: £0.3m).

 

Depreciation and amortisation

The total depreciation and amortisation costs were £0.2m and £0.3m respectively (2020: £0.1m and £0.3m). The Group continued to invest in its Nomad Technology platform with a total of £0.6m (2020: £0.4m) development costs capitalised during the year.

 

EBITDA

EBITDA increased to £1.1m (2020: loss £0.8m) after deduction £0.5m in listing fees and share based payment charges.

 

	Mar-21	Mar-20
EBITDA	1,133,858	(828,971)
Share-based payment expense	26,914	-
IPO Listing Fees and restructuring costs	460,174	-
EBITDA before Listing Fees and Share-based payment expense	1,620,946	(828,971)

 

The increase in EBITDA is driven by the exceptional revenue contract with the Department of Health and Social Care, which contributed £2m in net profit. Adjusted EBITDA has improved from £0.8m to £0.4m loss.

 

	Mar-21	Mar-20
EBITDA before Listing Fees and Share-based payment expense	1,620,946	(828,971)
Exceptional Revenues Contract (net profit)	(2,039,621)	-
Adjusted EBITDA	(418,675)	(828,971)

 

 

Going Concern

The financial statements have been prepared on a going concern basis. In adopting this basis, the Directors have carried out a robust assessment of the emerging and principal risks facing the business. As a result of the assessment performed, the Directors consider that the Group has adequate resources to continue its normal course of operations for the foreseeable future.

 

 

Consolidated Statement of Comprehensive Income

For the year ended 31 March 2021

 

		Year ended 31 March 2021		Year ended 31 March 2020
		£		£
Revenue		20,600,541		6,844,100
Cost of sales		(8,770,887)		(3,562,548)
Gross profit		11,829,654		3,281,552
Selling and distribution expenses		(6,189,506)		(1,519,294)
Administrative expenses		(4,506,290)		(2,591,229)
Adjusted EBITDA		(418,675)		(828,971)
Share-based payment expense IPO Listing Fees and restructuring costs		(26,914) (460,174)		- -
Exceptional revenue (net profit)		2,039,621		-
EBITDA		1,133,858		(828,971)
Depreciation and amortisation		(503,354)		(313,069)
Operating profit/(loss)		630,504		(1,142,040)
Finance income		115		6,392
Finance costs		(401,076)		(296,158)
Income/(loss) before taxation		229,543		(1,431,806)
Taxation		177,514		44,247
Income/(loss) after taxation		407,057		(1,387,559)
Other comprehensive income:
Exchange differences on translation of foreign operations		(18,517)		(1,331)
Items that may be reclassified to profit and loss in subsequent periods		(18,517)		(1,331)
Total comprehensive income/(loss) for the year		388,540		(1,388,890)
Income/(loss) attributable to:
Equity holders of the Company		405,074		(1,373,059)
Non-controlling interests		1,983		(14,500)
		407,057		(1,387,559)
Earnings/(loss) per share (basic and diluted)		0.0078		(0.0393)
Comprehensive income/(loss) attributable to:
Equity holders of the Company		386,557		(1,374,390)
Non-controlling interests		1,983		(14,500)
		388,540		(1,388,890)

 

 

Consolidated Statement of Financial Position

For the year ended 31 March 2021

 

		31 March 2021		31 March 2020
		£		£
ASSETS
Intangible assets		1,462,981		1,083,373
Property, plant and equipment		151,262		134,550
Right-of-use assets		840,607		1,072,580
Non-current assets		2,454,850		2,290,503
Inventories		1,857,239		1,295,193
Trade receivables		1,013,631		1,056,443
Corporation tax recoverable		98,893		-
Other receivables and prepayments		522,022		313,398
Cash and cash equivalents		14,606,867		572,586
Current assets		18,098,652		3,237,620
Total assets		20,553,502		5,528,123
EQUITY AND LIABILITIES
Share capital		516,190		1,767
Retained earnings		(929,672)		(3,342,203)
Currency translation reserve		(8,267)		(3,333)
Capital contribution		-		266,072
Share premium		17,412,900		-
Merger relief reserve		(2,063,814)		28,764
Non-controlling interest		-		(32,168)
Total equity		14,927,337		(3,081,101)
Right-of-use lease liabilities		720,353		973,512
Borrowings		1,372,964		1,924,387
Deferred tax liability		67,576		76,314
Total non-current liabilities		2,160,893		2,974,213
Trade and other payables		1,981,054		1,661,312
Accrued liabilities		472,807		204,762
Deferred revenue		42,563		201,715
Borrowings		709,574		2,822,091
Right-of-use lease liabilities		252,641		242,974
Loans from directors		-		499,511
Refund liabilities		6,633		2,646
Total current liabilities		3,465,272		5,635,011
Total liabilities		5,626,165		8,609,224
Total liabilities and equity		20,553,502		5,528,123

 

Consolidated Statement of Changes in Equity

For the year ended 31 March 2021

 

	Share Capital	Share Premium	Merger relief reserve	Capital contribution	Currency Translation reserve	Retained earnings	Non-controlling interests	Total equity
	£	£	£	£	£	£	£	£
Balance at 1 April 2019	1,767	-	28,764	266,072	(2,002)	(1,969,144)	(3,716)	(1,678,259)
Loss after taxation	-	-	-	-	-	(1,373,059)	(14,500)	(1,387,559)
Other comprehensive loss	-	-	-	-	(1,331)	-	-	(1,331)
Total comprehensive loss for the year	-	-	-	-	(1,331)	(1,373,059)	(14,500)	(1,388,890)
Acquisition of minority interests	-	-	-	-	-	-	(19,970)	(19,970)
Minority interest arising on new subsidiary	-	-	-	-	-	-	6,018	6,018
Transactions with owners	-	-	-	-	-	-	(13,952)	(13,952)
Balance at 31 March 2020	1,767	-	28,764	266,072	(3,333)	(3,342,203)	(32,168)	(3,081,101)
Profit after taxation	-	-	-	-	-	405,074	1,983	407,057
Other comprehensive loss	-	-	-	-	(18,517)	-	-	(18,517)
Total comprehensive income/(loss) for the year	-	-	-	-	(18,517)	405,074	1,983	388,540
Disposal of minority interests	-	-	-	-	-	(12,891)	30,185	17,294
Transactions with owners	-	-	-	-	-	(12,891)	30,185	17,294
Share capital reduction	351,633	-	(2,092,578)	(266,072)	13,583	1,993,434	-	-
Shares issued on listing net of transaction fees	147,804	15,852,283	-	-	-	-	-	16,000,087
Shares issued on conversion of loans	14,986	1,560,617	-	-	-	-	-	1,575,603
Share based payments	-	-	-	-	-	26,914	-	26,914
	514,423	17,412,900	(2,092,578)	(266,072)	13,583	2,020,348	-	17,602,604
Balance at 31 March 2021	516,190	17,412,900	(2,063,814)	-	(8,267)	(929,672)	-	14,927,337

Consolidated Statement of Cash Flows

For the year ended 31 March 2021

 

		31 March 2021		31 March 2020
		£		£
Cash flows from operating activities
Income/(loss) after taxation		407,057		(1,387,559)
Cash flow from operations reconciliation:
Depreciation and amortisation		503,354		313,069
Interest expense		314,027		270,927
Finance income		(115)		(4)
Income tax credit		(177,514)		(44,247)
Share based payment		26,914		-
Working capital adjustments:
(Increase) in inventories		(562,046)		(493,588)
(Increase) in trade and other receivables		(209,168)		(291,544)
Increase in trade and other payables		482,589		1,038,256
Cash generated from/(used) in operating activities		785,098		(594,690)
Taxes received		69,883		35,509
Net cash generated from/(used in) operating activities		854,981		(559,181)
Cash flows from investing activities
Purchase of property, plant and equipment		(71,238)		(123,913)
Payment of intangible assets		(586,226)		(467,088)
Acquisition of subsidiary, net of cash acquired		(9,125)		-
Disposal of subsidiary, net of cash sold		17,294		-
Finance income		115		4
Net cash used in investing activities		(649,180)		(590,997)
Cash flows from financing activities
Proceeds from issue of shares, net of fees		16,000,087		-
Interest paid		-		(73,920)
Repayment of right-of-use lease liabilities		(283,424)		(159,512)
Proceeds from borrowings		1,833,400		1,958,729
Repayment of borrowings		(3,703,069)		(271,733)
Net cash from financing activities		13,846,994		1,453,564
Net increase in cash and cash equivalents		14,052,795		303,386
Cash and cash equivalents - beginning of the year		572,586		270,564
Effects of exchange rate changes on the balance of cash held in foreign currencies		(18,514)		(1,364)
Cash and cash equivalents - end of the year		14,606,867		572,586

 

 

Notes to the Consolidated Financial Statements
For the year ended 31 March 2021

1. General information

Samarkand Group plc was incorporated in England and Wales on 12 January 2021 as a public company with limited liability under the Companies Act 2006.

Samarkand Group plc's registered office is Unit 13 & 14 Nelson Trading Estate, The Path, Merton, London SW19 3BL.

The Consolidated Group financial statements represents the consolidated results of Samarkand Group plc and its subsidiaries, (together referred to as the "Group"). The Parent Company financial statements present information about the Company as a separate entity and not about its Group.

These are the first consolidated financial statements of the Group following the reorganisation of the Group to facilitate the listing. The result of the application of the capital reorganisation is to present the consolidated financial statements (including comparatives) as if the Company has always owned the Group. The share capital structure of the Company as at the date of the Group reorganisation is pushed back to the first date of the comparative period (1 April 2020). A Merger Reserve is created as a separate component of equity, representing the difference between the share capital of the Company at the date of the Group reorganisation and that of the previous parent of the Group, Samarkand Holdings Limited.

The financial information set out in this announcement does not constitute the Company's statutory financial statements for the year ended 31 March 2021. Whilst the financial information included in this preliminary announcement has been prepared in accordance with International Financial Reporting Standards (IFRS) this announcement itself does not contain sufficient financial information to comply with IFRS. The Company's statutory financial statements will be finalised subsequent to this preliminary unaudited results announcement and a copy of the statutory financial statements for the year ended 31 March 2021 will be issued to shareholders prior to the Company's Annual General Meeting. The Company expects to publish its Annual Report and full financial statements for the year ended 31 March 2021 that comply with IFRS.

2. Basis of preparation and measurement

 

(a)       Basis of preparation

The financial statements have been prepared in accordance in accordance with International Accounting Standards in conformity with the Companies Act 2006.

Unless otherwise stated, the financial statements are presented in Pounds Sterling (£) which is the currency of the primary economic environment in which the Group operates.

Transactions in foreign currencies are translated into £ at the rate of exchange on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date. The resulting gain or loss is reflected in the "Consolidated Statements of Comprehensive Income" within either "Finance income" or "Finance costs".

The financial statements have been prepared under the historical cost convention except for certain financial instruments that have been measured at fair value.

The financial statements have been prepared on the going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and the settlement of liabilities in the normal course of business. The directors of Samarkand Group plc have reviewed the Group's overall position and outlook and are of the opinion that the Group is sufficiently well funded to be able to operate as a going concern for at least the next twelve months from the date of approval of these financial statements

(b)      Basis of consolidation

The Consolidated Group financial statements comprises the financial statements of Samarkand Group plc and its subsidiaries.

A subsidiary is defined as an entity over which Samarkand Group plc has control. Samarkand Group plc controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

Changes in the Group's interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. The carrying amounts of the Group's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiary. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Company.

Intra-group transactions, balances and unrealised gains on transactions are eliminated; unrealised losses are also eliminated unless cost cannot be recovered. Where necessary, adjustments are made to the financial statements of subsidiaries to ensure consistency of accounting policies with those of the Group.

The total comprehensive income of non-wholly owned subsidiaries is attributed to owners of the parent and to the non-controlling interests in proportion to their relative ownership interests.

(c)       New standards and interpretations

New standards impacting the Group that have been adopted in the annual financial statements for the year ended 31 March 2021 are:

• Definition of a Business (Amendments to IFRS 3);
• Interest Rate Benchmark Reform - IBOR 'phase 2' (Amendments to IFRS 9, IAS 39 and IFRS 7); and
• COVID-19-Related Rent Concessions (Amendments to IFRS 16).

Management anticipates that these new standards, interpretations and amendments will be adopted in the financial statements as and when they are applicable and adoption of these new standards, interpretations and amendments, will be reviewed for their impact on the financial statements prior to their initial application.

3. Segmental analysis

An analysis of the Group's revenue and cost of sales is as follows:

 

		31 March 2021		31 March 2020
		£		£
Revenue by business unit:
Brand ownership		3,518,615		2,119,654
NOMAD technology		6,360,740		1,527,094
Distribution		4,832,644		3,191,211
Exceptional revenue		5,780,000		-
Other		108,542		6,141
Total revenue		20,600,541		6,844,100
Revenue by geographical destination:
UK		8,960,128		2,910,994
China		11,131,560		3,497,842
Rest of the world		508,853		435,264
Total revenue		20,600,541		6,844,100
Cost of sale by business unit:
Brand ownership		1,126,480		998,333
NOMAD technology		2,001,204		536,369
Distribution		2,496,299		2,006,172
Exceptional		3,091,046		-
Other		55,858		21,674
Total costs of sale		8,770,887		3,562,548

 

Exceptional revenues:

With teams in both the UK and China, the Group was ideally positioned to source and supply products necessary for the coronavirus response. As a result, a £5.8m government contract from the Department of Health and Social Care (DHSC) (the "Exceptional Revenue") was awarded to the Company in April 2020 for the supply of personal protective equipment. This contract was successfully fulfilled on time and within budget.

Segment assets:

The non-current assets of the Group are not measured or reported internally on a segmental basis as they are not considered to be attributable to any specific business segment.

4. Expenses by nature

An analysis of the Group's expenses by nature is as follows:

		31 March 2021		31 March 2020
		£		£
Administrative expenses:
Property costs		227,910		253,729
Staff costs		2,982,338		1,749,679
Professional fees		382,068		201,240
Other		426,886		386,581
Share based payment		26,914		-
IPO costs		460,174		-
Total administrative expenses		4,506,290		2,591,229

 

5. Earnings per share

 

		31 March 2021		31 March 2020
Basic and diluted earnings/(loss) per share		0.78 pence		(3.93) pence
Basic and diluted number of shares in issue		51,618,966		35,340,000

 

Basic earnings per share is calculated by dividing the profit/(loss) after tax attributable to the equity holders of Samarkand Group plc by number of shares in issue after the allotment of ordinary shares on 22 March 2021. The same number of shares is used for the corresponding period in order to provide a meaningful comparison.

6. Taxation

 

The components of the provision for taxation on income included in the "Statement of Profit or Loss and Other Comprehensive Income" for the periods presented are summarised below:

		31 March 2021		31 March 2020
		£		£
Current tax
UK corporate income tax credit		(168,776)		(35,509)
Deferred tax
UK deferred income tax credit		(8,738)		(8,738)
Total income tax credit		(177,514)		(44,247)

 

The differences between the statutory income tax rate and the effective tax rates are summarised as follows:

		31 March 2021		31 March 2020
		£		£
Profit/(loss) before tax for the year		229,543		(1,431,806)
Expected tax at statutory UK corporation tax rate of 19%		43,613		(272,043)
Increase/(decrease) in tax resulting from:
Effect of different tax rates in foreign jurisdictions		76,829		58,567
Research and development tax credits		(168,776)		(35,509)
Tax losses utilised		(131,381)		150,660
Capital allowances less depreciation		(6,151)		(1,159)
Over provision in previous periods		(10,822)		-
Deferred tax credit		(8,738)		(8,738)
Non-deductible expenditure		27,912		63,975
		(177,514)		(44,247)

 

The Group had a deferred tax liability of £67,576 as at 31 March 2021 (31 March 2020: £76,314. The deferred tax liabilities relate to taxable temporary differences.

As at 31 March, the Group had £1,492,553 of tax losses available to be carried forward against future profits (31 March 2020: £2,184,034).

 

7. Intangible assets - Group

 

	Development costs		Trademarks		Brands		Goodwill		Total
	£		£		£		£		£
Cost
At 1 April 2019	193,614		13,999		459,916		57,807		725,336
Additions	439,760		27,328		-		-		467,088
At 31 March 2020	633,374		41,327		459,916		57,807		1,192,424
Additions	557,181		29,045		-		-		586,226
Additions through business combinations	-		-		10,235		-		10,235
At 31 March 2021	1,190,555		70,372		470,151		57,807		1,788,885
Amortisation
At 1 April 2019	-		1,077		57,490		-		58,567
Charge for the year	-		4,491		45,993		-		50,484
At 31 March 2020	-		5,568		103,483		-		109,051
Charge for the year	163,067		7,775		46,011		-		216,853
At 31 March 2021	163,067		13,343		149,494				325,904
Net book value
At 31 March 2021	1,027,488		57,029		320,657		57,807		1,462,981
At 31 March 2020	633,374		35,759		356,433		57,807		1,083,373

 

8. Inventories

		31 March 2021		31 March 2020
		£		£
Finished goods		1,908,560		1,315,193
Provision for obsolescence		(51,321)		(20,000)
Total inventories		1,857,239		1,295,193
Cost of inventory recognised in profit and loss		8,770,887		3,562,548

 

9. Share capital and merger relief reserve

 

The following table summarises the share capital of Samarkand Group plc for the periods presented:

		Number of shares		Share capital
		No.		£
Issued share capital in Samarkand Holdings Ltd at 31 March 2020		1,767		1,767
Sub-division of shares	(a)	174,933		-
At 31 March 2020		176,700		1,767
Exchanged for shares in Samarkand Group plc	(b)	35,340,000		353,400
Share issued on incorporation		1		-
Shares issued on 22 March 2021		16,278,965		162,790
At 31 March 2021		51,618,966		516,190

 

1. By way of an ordinary resolution passed on 24 September 2020, Samarkand Holdings Limited resolved to sub-divide each of its ordinary shares of £1.00 each in issue into 100 ordinary shares of £0.01 each. Accordingly, the number of shares in issue increased from 1,767 to 176,700.
2. On 16 February 2021, Samarkand Group plc issued 35,340,000 ordinary shares of £0,01 each in exchange for the entire share capital of Samarkand Holdings Limited on the basis of 1 ordinary share in Samarkand Holdings Limited for 200 shares in Samarkand Group plc.

Shareholders are entitled to receive dividends as declared from time to time and are entitled to one vote per ordinary share at meetings of Samarkand Group plc.

Merger relief reserve

At 31 March 2021, the merger relief reserve arises from the issue of shares by Samarkand Group plc in exchange for shares in Samarkand Holdings Limited. At 31 March 2020, the merger relief reserve arises from the issue of shares by Samarkand Holdings Limited in exchange for shares in Samarkand Global Limited. In both cases, merger relief has been applied to those shares issued on a share for share basis.

10. Notes to the statements of cash flows

 

Net debt reconciliation:

	Opening balances	Cash flows	Foreign exchange movements	Closing balances
	£	£	£	£
Year ended 31 March 2021
Cash & cash equivalents	572,586	14,052,795	(18,514)	14,606,867
Right of use lease liabilities	(1,216,486)	243,492	-	(972,994)
Borrowings	(4,746,478)	2,663,940	-	(2,082,538)
Directors' loans	(499,511)	499,511	-	-
Totals	(5,889,889)	17,459,738	(18,514)	11,551,335
Year ended 31 March 2020
Cash & cash equivalents	270,564	303,386	(1,364)	572,586
Right of use lease liabilities	(1,375,998)	159,512	-	(1,216,486)
Borrowings	(2,870,198)	(1,876,280)	-	(4,746,478)
Directors' loans	(499,511)	-	-	(499,511)
Totals	(4,475,143)	(1,413,382)	(1,364)	(5,889,889)

 

11. Material subsequent events

On 4 May 2021, the Group announced that it had acquired the entire share capital of London based Zita West Products Limited (ZWPL), www.zitawest.com, and 51% of Babawest (BW), www.babawest.co.uk, for a total consideration of £2.4m.  For the 6 month period ending 31 March 2021, ZWPL generated unaudited revenue of £635,901, a 60% increase on the same period in the previous year.

On 10 May 2021, the Group announced a placing of 2,737,840 new ordinary shares at a price of 115 pence raising £3,148,516 from United Win Asia Limited, a subsidiary of S.F. Holding Co., Ltd., as part of a strategic investment to further develop the Group's international expansion and technology.