AIM Rule 26, Regulatory News

SCHOLIUM GROUP’S SHAPERO RARE BOOKS SELLS 50% STAKE IN RUSSIAN STOCK

Posted on 12th November 2025 by webadmin

Scholium Group PLC on Tuesday said its subsidiary Shapero Rare Books Ltd has sold a 50% interest in its entire stock of Russian books, maps, prints and works on paper to PY Ltd.

PY is a company controlled by Pierre-Yves Guillemet, a former employee of Shapero.

The Russian stock had a cost and book value at March 31 of GBP1.0 million, and in the year ended on that date generated a contribution of around GBP15,000 to central costs.

The consideration comprises GBP250,000 payable on completion and a non-interest-bearing loan of GBP315,000 repayable from the sale of the Russian stock in the period to February 28, 2022. Any balance of the loan not repaid by then is to be repaid in cash in full by that date.

Scholium said it will retain ownership of 50% of the Russian stock, and will receive half the sale proceeds including a half share of the profit.

“We are delighted to have entered into this agreement with PY Ltd, which will enable us to redeploy part of our investment in the Russian stock into more buoyant parts of our business, whilst also retaining an interest in the profits which we are confident Pierre-Yves Guillemet will earn,” Chairman Jasper Allen said.

AIM Rule 26, Regulatory News

Interim Report & Financial Statements

Posted on 12th November 2025 by webadmin

12
Nov

Scholium Group plc

Interim Report & Financial Statements

15 December 2014

Scholium Group plc (“Scholium” or the “Company” or, together with its subsidiaries, the “Group”) is pleased to present its interim report and financial statements for the six months ended 30 September 2014. The Group is involved in the trading of rare and collectible items.

Operational Highlights

· Important and high quality stock acquired by Shapero Rare Books to drive sales for the principal selling season in the second half of the financial year

· Launch of Shapero Modern, the modern and contemporary prints gallery within Shapero Rare Books

· Trade commencement and development of the Scholium Trading proposition

· Continued performance of South Kensington Books and accelerated growth of Ultimate Library

Financial Highlights

· Revenue of £2.80 million (2013: £2.74 million)

· Gross Profit of £1.14 million (2013: £1.16 million)

· EBITDA of -£0.18 million (2013: £0.27 million)

· Stock of £6.60 million (2013: £3.9 million)

· NAV/Share of 77.49p¹

· Interim dividend of 0.5p per ordinary share payable to shareholders on the company’s register on 16 January 2015.

¹Based on the currently issued share capital

Commenting on the interim results Philip Blackwell, Chief Executive of the Group, noted “We have spent the first six months of our financial year acquiring new stock, using much of the sum raised on flotation in March this year and executing our strategy. Shapero has significantly increased its range of high quality stock which puts it in a strong position for the significant selling season which occurs in the second half of the financial year. The new Scholium Trading business has launched and made its first acquisitions and our Kensington operations continue to perform strongly.”

For further information, please contact:

Scholium Group plc

Philip Blackwell, Chief Executive Officer

Simon Southwood, Chief Financial Officer

+44 (0)20 7493 0876

WH Ireland Ltd – Nominated Adviser

Chris Fielding / Mark Leonard

+44 (0)20 7220 1666

Whitman Howard Ltd – Broker

Ranald McGregor-Smith / Niall Devins

+44 (0)20 7087 4550

Business Review

Scholium Group companies are involved primarily in the trading and retailing of books and other works on paper, as well as dealing in rare and collectible items in the wider art market.

The group of businesses comprises:

• Shapero Rare Books, a dealer in rare and antiquarian books and works on paper, located in Mayfair, London;

• South Kensington Books, a bookshop specialising primarily in art, and its sister business, Ultimate Library, which creates bespoke libraries for luxury hotels and private residences; and

• Scholium Trading, a company set up to trade in conjunction with other dealers in high value rare and collectible items.

Revenue Streams

The Group earns revenue from:

• the sale of rare books and works on paper through Shapero Rare Books;

• the sale of art books and literature through South Kensington Books;

• the sale of whole collections and libraries through Ultimate Library; and

• the sale of other rare and collectible items through Scholium Trading.

Key objectives and key performance indicators (KPIs)

The Group’s strategy is to:

• increase the antiquarian stock and trade of Shapero Rare Books and broaden the product mix into Modern prints;

• invest in developing Scholium Trading – a company created to trade alongside other dealers in high value rare and collectible items and participate in the acquisition for sale of large consignments; and

• accelerate the growth of the South Kensington Books and Ultimate Library brands; the latter concomitant with the development of international hospitality groups and the demand for premium property in Central London.

The directors intend to provide an attractive level of dividends to shareholders along with stable asset-backed growth driven by the markets in which the Group operates.

Our current principal KPIs are:

• gross margin, EBITDA, earnings per share;

• the breadth and distribution of the stock of assets held by the Group;

• stock turnover of assets; and

• various key risk indicators including capital resources, portfolio allocation and cash.

Performance Review

Overall Performance

The table below illustrates performance for the first six months of our financial year. Overall, revenue has increased, gross margin on owned stock has increased, but due to the change in mix between commission and owned stock the gross margin of the Group has decreased. The restocking exercise of Shapero Rare Books has been continuing apace and the business is in a good position for the second half of the financial year, which contains the main selling season. Costs have increased – primarily to manage the enhanced stock levels and due to the increased overhead of the AIM listing. The balance sheet remains strong with a very high level of asset backing. Our challenge is to justify the increased overhead by converting the increased stock into profitable sales in the second half of the financial year.

Figure 1.: Overall Performance (all figures £,000 unless otherwise noted)

	Six months ended September
	2014	2013	Variance
Revenue	2,798	2,739	2.2%
Gross Profit	1,142	1,161	-1.6%
Gross Margin	41%	42%	-2.4%
Direct Costs	(168)	(159)	5.7%
Administration Costs	(1,184)	(767)	54.4%
EBITDA	(184)	269	-168.4%

Stock	6,605	3,880	70.2%
Cash	2,754	50
Net Asset Value	10,538	1,274
NAV/Share	77.49p

Shapero Rare Books

Whilst activity at Shapero Rare Books in the first six months of the financial year has been slightly quieter than anticipated, the focus of the business has been to position itself strongly for the major selling season which runs in the second half of the financial year, culminating with The European Fine Art Fair in March. Consistent with these goals, Shapero Rare Books has increased its stock significantly to approximately £6.3 million at 30 September 2014 (2013: £3.8 million) with a number of noteworthy acquisitions. As expected with the move to more expensive, higher quality stock, the margin on sales of owned stock increased to approximately 37.6% (2013: 34.8%). Shapero Rare Books has also become more active in the sale of modern prints.

Figure 2.: Shapero Rare Books KPIs (all figures £,000 unless otherwise noted)

	Six months ended September		Variance
Revenue	2014	2013
Own Stock	2,370	2,207	7.4%
Commission	25	240	-89.6%
	2,395	2,447	-2.1%
Gross Profit
Own Stock	890	769	15.7%
Commission	25	240	-89.6%
	915	1,009	-9.3 %
Gross Margin
Own Stock	37.6%	34.8%
Own stock + Commission	38.2%	41.2%

EBITDA	-1	239	–100.4%

Stock Value	6,274	3,779	66.0%

The most significant variance during the period under review was the absence of a one-off commission that the business earned during the first half of the financial year of 2013 on the final sale of a large consignment of books. The cost base of Shapero Rare Books has increased to reflect the increased purchasing activity and anticipated sales activity in the second half of the financial year.

Whilst stock turnover for the period is lower, this is in large part due to the rapid growth in stock; and positions the business strongly for the second half of the financial year.

South Kensington Operations

Our South Kensington operations have shown accelerated growth in sales, margin and profitability and are strongly cash positive. Increased footfall has helped retail sales and some high profile hotel contract wins, both in London and overseas, have also driven sales.

Figure 3.: South Kensington Operations Summary (all figures £,000 unless otherwise noted)

South Kensington Operations	Six months ended September		Growth
Revenue	2014	2013
South Kensington Bookshop	276	259	6.6%
Ultimate Library	116	33	251.5%
	392	292	34.2%

Gross Profit	217	149	45.6%
Gross Margin	55%	51%

EBITDA	60	30	100%

Trade in the bookshop showed 6% year-on-year growth and we were most encouraged by growth in orders to Ultimate Library.

Scholium Trading

The first half of the year was productive for Scholium Trading. Although this activity began more slowly than anticipated, it has been pleasing to note that the stock turn on trades completed has been better than expected. Scholium Trading earned its first profit in the period under review, with a return of 10% over a period of 2 months. Since the period end, two further profitable sales have been completed. Having spent considerable time developing relationships with dealers, we are seeing increased activity in the second half of the year with some material propositions for acquiring significant collections.

Financial Position and Cashflow

On 30 September 2014 the Group had a strong balance sheet – £2.75 million of cash (30 September 2013: £0.05 million) and a further £6.6 million of stock (30 September 2014: £3.9 million) supported Gross Assets of £11.5 million (30 September 2013: £5.6 million). The company had no debt; all working capital facilities provided by the group’s shareholders in 2012 and 2013 were repaid over the period (a total amount of £0.53 million).

Outlook

Whilst sales to date have been slightly lower than hoped for, the overall result for our financial year is heavily influenced by the outcome of sales in the final quarter, which culminates in The European Fine Art Fair, where, traditionally, a significant proportion of the Group’s sales are made. Given the high levels of quality stock and a firm pipeline of selling opportunities, the Directors are confident, if certain high value items are successfully sold before the end of March 2015, that market forecasts will be achieved.

Dividend

Based on the directors’ assessment of the prospects for the year as a whole, the Company will pay an interim dividend of 0.5p to shareholders on the Company’s register on 16 January 2015.

Key Risks

Like all businesses, the Group faces risks and uncertainties that could impact on the Group’s strategy. The Board recognizes that the nature and scope of these risks can change and regularly reviews the risks faced by the Group and the systems and processes to mitigate such risks.

The principal risks and uncertainties affecting the continuing business activities of the Group were outlined in detail in the Strategic Report section of the annual report covering the year ended 31March 2014.

In preparing this interim report for the six months ended 30 September 2014, the Board has reviewed these risks and uncertainties and considers that there have been no changes since the publication of the 2014 Annual Report.

Philip Blackwell

12 December 2014

Independent Review Report to Scholium Group plc

Introduction

We have been engaged by the company to review the condensed set of financial statements in the interim report for the six months ended 30th September 2014 which comprises the condensed consolidated statement of comprehensive income, the consolidated statement of changes in equity, the condensed consolidated statement of financial position and the consolidated statement of cash flows and the related explanatory notes. We have read the other information contained in the interim report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

This report is made solely to the company in accordance with the terms of our engagement. Our review has been undertaken so that we might state to the company those matters we are required to state to it in this 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 for our review work, for this report, or for the conclusions we have reached.

Directors’ Responsibilities

The interim report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the interim report in accordance with the AIM rules.

As disclosed in note 2, the annual financial statements of the Group are prepared in accordance with IFRSs as adopted by the EU. The condensed set of financial statements included in this interim report has been prepared in accordance with the recognition and measurement requirements of IFRSs as adopted by the EU.

Our Responsibility

Our responsibility is to express to the company a conclusion on the condensed set of financial statements in the interim report based on our review.

Scope of Review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity issued by the Auditing Practices Board for use in the UK. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the interim report for the six months ended 30th September 2014 is not prepared, in all material respects, in accordance with the recognition and measurement requirements of IFRSs as adopted by the EU and the AIM rules.

A K Bahl BA FCA

For and on behalf of

Wenn Townsend Chartered Accountants

Oxford, United Kingdom

12 December 2014

Consolidated statement of comprehensive incomefor the six-month period ended 30 September 2014 (unaudited)

		Six-month period ended	Six-month period ended	Year ended
		30 September	30 September	31 March
		2014	2013	2014
	Note	£000	£000	£000

Revenue	3	2,798	2,739	6,733
Cost of sales		(1,656)	(1,578)	(3,954)
Gross profit		1,142	1,161	2,779

Distribution expenses		(168)	(159)	(423)

Administrative expenses		(1,184)	(767)	(1,802)
Exceptional items:
Share-based payment schemes		(19)	–	(385)
IPO expenses		–	–	(228)
Total administrative expenses		(1,203)	(767)	(2,415)

(Loss)/profit from operations		(229)	235	(59)

Adjusted profit from operations before IPO expenses and share-based payment expense		(210)	–	554
Share-based payment schemes		(19)	–	(385)
IPO expenses		–	–	(228)
(Loss)/profit from operations		(229)	235	(59)


Financial income		–	–	1
Financial expenses		(6)	(128)	(290)

(Loss)/profit before taxation		(235)	107	(348)

Income tax credit/(expense)	4	47	189	251

(Loss)/profit for the year and total comprehensive income attributable to equity holders of the parent company		(188)	296	(97)

Basic (loss)/profit per share – pence	5	(1.40)	347.14	(36.49)

Diluted (loss)/profit per share – pence	5	(1.40)	5.91	(36.49)

Consolidated statement of financial position
		30 September	30 September	31 March
		2014	2013	2014
	Note	£000	£000	£000
Assets
Non-current assets
Property, plant and equipment		115	115	104
Intangible assets		12	20	16
Deferred taxation		305	189	258
		432	324	378

Current assets
Stock		6,605	3,880	4,667
Trade and other receivables	6	1,716	1,374	1,816
Cash and cash equivalents		2,754	50	7,578
		11,075	5,304	14,061

Total assets		11,507	5,628	14,439

Current liabilities
Trade and other payables	7	962	1,616	3,111
Loans and borrowings		–	623	533
Current corporation tax liabilities		7	7	14
Total current liabilities		969	2,246	3,658


Non-current liabilities
Loans and borrowings		–	2,108	–
		–	2,108	–

Total liabilities		969	4,354	3,658

Net assets		10,538	1,274	10,781


Equity and liabilities
Equity attributable to owners of the Company
Ordinary shares		136	52	132
Share premium		9,516	–	9,458
Merger reserve		82	2,047	82
Retained earnings/(deficit)		804	(825)	1,109
Total equity		10,538	1,274	10,781

These interim financial statements were approved by the Board of Directors on 12 December 2014 and signed on its behalf by Simon Southwood

Consolidated statement of changes in equity	Note	Share	Share	Merger	Retained	Total
		capital	premium	reserve	deficit	equity
		£000	£000	£000	£000	£000
Balance at 1 April 2013		52	–	2,047	(1,121)	978

Profit for the period		–	–	–	296	296
Total comprehensive income for the period		–	–	–	296	296

Balance at 30 September 2013		52	–	2,047	(825)	1,274

Loss for the period		–	–	–	(393)	(393)
Total comprehensive income for the period		–	–	–	(393)	(393)

Shares issued in the period		80	10,259	–	–	10,339
Share issue expenses		–	(801)	–	–	(801)
Capital reduction in subsidiary		–	–	(1,986)	1,986	–
Cancellation of shares in subsidiary from merger reserve		–	–	21	3	24
Share-based payments		–	–	–	338	338
Total contributions by owners of the parent		80	9,458	(1,965)	2,327	9,900

Balance at 31 March 2014		132	9,458	82	1,109	10,781

Consolidated statement of changes in equity	Note	Share	Share	Merger	Retained	Total
		capital	premium	reserve	deficit	equity
		£000	£000	£000	£000	£000
Balance at 1 April 2014		132	9,458	82	1,109	10,781

Loss for the period		–	–	–	(188)	(188)
Total comprehensive income for the period		–	–	–	(188)	(188)


Shares issued in the period		4	58	–	–	62
Share-based payments		–	–	–	19	19
Dividends paid		–	–	–	(136)	(136)
Total contributions by owners of the parent		4	58	–	(117)	(55)

Balance at 30 September 2014		136	9,516	82	804	10,538

Consolidated statement of cash flows	Six-month period ended	Six-month period ended	Year ended
	30 September	30 September	31 March
	2014	2013	2014
	£000	£000
Cash flows from operating activities
(Loss)/profit before tax	(235)	107	(348)
Depreciation of property, plant and equipment	22	18	38
Amortisation of intangible assets	4	4	8
Interest payable	6
Share-based payment	19	–	338
	(184)	129	36

Increase in inventories	(1,938)	(547)	(1,336)
Decrease/(increase)in trade and other receivables	100	(6)	(448)
(Decrease)/increase in trade and other payables	(2,156)	94	2,211
Net cash generated from operating activities	(4,178)	(330)	463

Cash flows from investing activities
Purchase of property, plant and equipment	(33)	(14)	(22)
Interest received	–	–	1
Net cash generated used in investing activities	(33)	(14)	(21)

Cash flows from financing activities
Proceeds from the issuance of ordinary shares	62	–	8,000
Share issue expenses	–	–	(801)
(Repayment)/receipt of shareholder loans	(533)	273	–
Dividends paid	(136)	–	–
Interest paid	(6)	(75)	(259)
Net cash generated from financing activities	(613)	198	6,940


Net increase in cash and cash equivalents	(4,824)	(146)	7,382

Cash and cash equivalents at the beginning of the period	7,578	196	196

Cash and cash equivalents at the end of the period	2,754	50	7,578

1	General information
	Scholium Group plc and its subsidiaries (together ‘the Group’) are engaged in the trading and retailing of rare and antiquarian books and works on paper primarily in the United Kingdom. The Company is a public company domiciled and incorporated in England and Wales (registered number 08833975). The address of its registered office is 32 St George Street, London W1S 2EA.

2	Basis of preparation
	These condensed interim financial statements of the Groupfor the six months ended 30 September 2014 (the Period) have been prepared using accounting policies consistent with International Financial Reporting Standards (IFRSs) as adopted by the European Union. The same accounting policies, presentation and methods of computation are followed in the condensed set of financial statements as applied in the Group’s latest audited financial statements for the year ended 31 March 2014. Amendments made to IFRSs since 31 March 2014 have not had a material effect on the Group’s results or financial position for the six-month period ended 30 September 2014. While the financial figures included within this half-yearly report have been computed in accordance with IFRSs applicable to interim periods, this half-yearly report does not contain sufficient information to constitute an interim financial report as set out in International Accounting Standard 34 Interim Financial Reporting. These condensed interim financial statements have not been audited, do not include all of the information required for full annual financial statements, and should be read in conjunction with the Group’s consolidated annual financial statements for the year ended 31 March 2014. The auditors’ opinion on these Statutory Accounts was unqualified, did not draw attention to any matters by way of emphasis and did not contain a statement under s498(2) or s498(3) of the Companies Act 2006.

3	Revenue	30 September	30 September	31 March
		2014	2013	2014
		£000	£000	£000

	Book sales	2,761	2,494	6,474
	Commissions	25	240	256
	Other income	12	5	3
		2,798	2,739	6,733

4	Income tax	30 September	30 September	31 March
		2014	2013	2014
		£000	£000	£000
	Current tax (credit)/expense
	Current tax	1	–	7
	Deferred tax:	–	–	–
	Origination and reversal of temporary differences	(48)	(189)	(258)
	Total tax credit	(47)	(189)	(251)

The reasons for the difference between the actual tax (credit)/charge for the year and the standard rate of corporation tax in the United Kingdom applied to (loss)/profit for the year as follows:

	30 September	30 September	31 March
	2014	2013	2014
	£000	£000	£000

(Loss)/profit before tax	(235)	107	(348)

Applied corporation tax rates:	20%	20%	20%

Tax at the UK corporation tax rate of 20%	(47)	21	(70)

Expenses not deductible for tax purposes	–	–	53
Utilisation of previously unrecognised tax losses	–	3	(39)
Origination and reversal of temporary differences	0	(213)	(195)
Total tax credit	(47)	(189)	(251)

5.	Earnings/(loss) per share	30 September	30 September	31 March
		2014	2013	2014
	(Loss)/profit used in calculating basic and diluted earnings per share	(188)	296	(97)

	Number of shares
	Weighted average number of shares for the purpose of basic earnings per share	13,399,070	85,268	265,813

	Weighted average number of shares for the purpose of diluted earnings per share	13,399,070	5,004,888	265,813

	Basic (loss)/earnings per share (pence per share)	(1.40)	347.14	(36.49)

	Diluted (loss)/ earnings per share (pence per share)	(1.40)	5.91	(36.49)

Basic earnings per share amounts are calculated by dividing net (loss)/profit for the year or period attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year.

Where the Group has incurred a loss in a year or period the diluted earnings per share is the same as the basic earnings per share as the loss has an anti-dilutive effect. The diluted loss per share for 30 September 2014 and 31 March 2014 is therefore the same as the basic loss per share for the relevant period and the diluted weighted average number of shares is the same as the basic weighted average number of shares.

The Company has 1,056,000 potentially issuable shares all of which relate to the potential dilution from the Group’s share-options issued in the year ended 31 March 2014.

6	Trade and other receivables	30 September	30 September	31 March
		2014	2013	2014
		£000	£000	£000

	Trade and other receivables	1,183	1,008	1,412
	Other debtors	204	84	198
	Prepayments and accrued income	329	282	206
		1,716	1,374	1,816

7	Trade and other payables	30 September	30 September	31 March
		2014	2013	2014
		£000	£000	£000

	Trade creditors	652	1,111	2,355
	Social security and other taxes	35	50	18
	Accrued expenses	99	55	686
	Other creditors	176	400	52
		962	1,616	3,111

AIM Rule 26, Regulatory News

Trading update and establishment of a stamp auctioneering and retailing business

Posted on 12th November 2025 by webadmin

This announcement contains inside information for the purposes of Article 7 of Regulation 596/2014.

The Directors of Scholium are pleased to provide an update on trading in the first half of its year ending 31 March 2018 and are happy to announce the establishment of a stamp auctioneering and retailing business.

Trading update

Sales in the six months ended 30 September 2017 have continued to follow the improved trend experienced in the second half of the previous financial year ended 31 March 2017.

Results for the first half, which has traditionally been quieter than the second half, are therefore expected to show a return to modest profitability, compared with a loss before taxation of c.£240,000 in the comparable period last year.

The Directors anticipate that the results for the six months ended 30 September 2017 will be released on 28 November 2017.

Mayfair Philatelics Limited ( “Mayfair” )

The Directors are also pleased to announce the incorporation of a new wholly owned subsidiary, Mayfair Philatelics Limited, to diversify the Group’s activities into the auctioneering and retailing of British, Commonwealth and World stamps.

They are further pleased to announce that the Group has recruited Messrs Tim Francis and Rick Warren as executive directors of Mayfair. Messrs Francis and Warren, who have in aggregate over 80 years of philatelic dealing and auctioneering experience, founded Apex Philatelics Limited, a stamp auctioneering and retailing business, which was acquired by Noble Investments (UK) Plc and thereafter by Stanley Gibbons Group Plc. The Directors expect to recruit further philatelists to join the team in due course.

The Group has also acquired a significant portfolio of stamps, which the Directors expect to be sufficient to cover Mayfair’s auctioneering and dealing requirements for the foreseeable future.

Mayfair is expected to commence trading on 1 November 2017.

Jasper Allen, Chairman of Scholium, stated: “We are delighted to announce to shareholders that we have negotiated not only the recruitment into the Group of an experienced and specialist philatelist team, but also the acquisition of a highly desirable and significant portfolio of stamps on which to develop the business. We see great benefit in the establishment of a new revenue stream which diversifies the business but in a related field.

“We are also delighted to report that the upturn in trading reported in the second half last year has continued into this financial year”

AIM Rule 26, Regulatory News

INTERIM REPORT & FINANCIAL STATEMENTS 28 NOVEMBER 2017

Posted on 12th November 2025 by webadmin

Please read the latest financial statements for the Scholium Group here:

INTERIM REPORT & FINANCIAL STATEMENTS 28 NOVEMBER 2017

AIM Rule 26, Regulatory News

Director/PDMR Shareholding | 20 Dec 2017

Posted on 12th November 2025 by webadmin

Scholium Group plc (the “Company”) was notified yesterday that Temple Quay Trustee Limited, as Trustees for the Jasper Allen Pension Fund, disposed of 30,000 ordinary shares in Scholium Group plc at 50 pence per share.

As a result of the transaction, Jasper Allen will have a total beneficial interest in 72,000 ordinary shares, held through the Jasper Allen Pension Fund, representing in aggregate approximately 0.53% of the total voting rights of the Company.

For further information, please contact:

Scholium Group plc

Jasper Allen, Chairman

Peter Floyd, Chief Financial Officer

+44 (0)20 7493 0876

WH Ireland Ltd – Nominated Adviser

Chris Fielding/Jessica Cave

+44 (020) 7220 1666

The information below, set out in accordance with the requirements of the EU Market Abuse Regulation, provides further detail.

Details of the person discharging managerial responsibilities/person closely associated

Name

Jasper Allen

Reason for the notification

Position/status

Chairman

Initial notification/ Amendment

Initial Notification

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

Name

Scholium Group Plc

LEI

213800X174X5ARSGSN91

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

Description of the financial instrument, type of instrument

Identification code

Ordinary shares of 1p each

GB00BJYS2173

Nature of the transaction

Sale of shares by Temple Quay Trustee Limited, as Trustees for the Jasper Allen Pension Fund

Price(s) and volume(s)

Price(s)	Volume(s)
50p	30,000

Aggregated information

– Aggregated volume

– Price

30,000

£15,000

Date of the transaction

19 December 2017

Place of the transaction

London Stock Exchange, AIM

AIM Rule 26, Regulatory News

Director/PDMR Shareholding | 20 March 2018

Posted on 12th November 2025 by webadmin

The Company was informed on 16 March 2018 that 573,000 ordinary shares in the Company were sold on that day by Philip Blackwell, a Director of the Company, at £0.48 per share. Philip Blackwell is now interested in 1,528,042 ordinary shares in the Company, representing 11.24% of the Company’s issued share capital.

Scholium Group plc Jasper Allen, Chairman		+44 (0)20 7493 0876
WH Ireland Ltd – Nominated Adviser Chris Fielding		+44 (0)20 7220 1666

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

Details of the person discharging managerial responsibilities/person closely associated

Name

Philip Basil Blackwell

Reason for the notification

Position/status

Non-Executive Director

Initial notification/ Amendment

Initial Notification

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

Name

Scholium Group Plc

LEI

213800X174X5ARSGSN91

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

Description of the financial instrument, type of instrument

Identification code

Ordinary shares of 1p each

GB00BJYS2173

Nature of the transaction

Sale of 573,000 ordinary shares

Price(s) and volume(s)

Price(s)	Volume(s)
£0.48	573,000

Aggregated information

– Aggregated volume

– Price

573,000

£275,040.00

Date of the transaction

16 March 2018

Place of the transaction

London Stock Exchange, AIM

The information contained within this announcement is deemed by the Company to constitute inside information under the Market Abuse Regulation (EU) No. 596/2014.

AIM Rule 26, Regulatory News

Annual Report & Financial Statements

Posted on 12th November 2025 by webadmin

12
Nov

Scholium Group plc

Annual Report & Financial Statements

7 July 2016

Scholium is engaged in the business of art. Its primary operating subsidiary is Shapero Rare Books which is one of the leading UK and international dealers in rare and antiquarian books and works on paper.

The group also trades alongside other third party dealers in the broader arts and collectibles business via its subsidiary, Scholium Trading.

Operational Highlights

Stabilisation of performance in core operating areas
Careful management of cash resources and costs
Elimination of operating losses

Financial Highlights

Years Ended 31 March (all figures ‘000)		2016	2015
Revenue	+30.5%	6,742	5,166
Gross Profit	+25.5%	2,376	1,893
Gross Margin	-1.4%	35%	37%
Adjusted Operating Profit[1]		24	(523)
Cash		1,309	2,122
NAV/Share		74.6p	74.7p

Commenting on the results Jasper Allen, Chairman of Scholium, noted “We were pleased with the performance for the year. A significant loss has been reversed and many of our core markets stabilised. There is some evidence of a return in confidence in our Russian customers. Whilst the current year started well, the lead up to the UK referendum on EU membership adversely affected levels of business and we are actively seeking to take advantage of some of the opportunities that will be created.”

Scholium Group plc

Jasper Allen, Chairman

Simon Southwood, Chief Financial Officer

+44 (0)20 7493 0876

WH Ireland Ltd – Nominated Adviser

Chris Fielding/Mark Leonard

+44 (0)20 7220 1666

Chairman’s Statement

I am very pleased to report, on behalf of your board, that the trend we saw in the first half of the financial year continued through to the second half: the market in our core areas stabilised, and we are actively seeking to take advantage of some of the opportunities that will be created.

The UK referendum on EU membership caused uncertainty in the first trading quarter, but we hope this trend is reversed with a number of new marketing initiatives.

The Group remains well capitalised with strong stock, over £1.3 million in cash and no debt at the year end.

Business Review

The Group’s ambition at the beginning of the financial year was to generate an increased gross return on its assets whilst managing costs in order to bring the group back to profitability. This was achieved.

Sales increased due to greater activity generally both in rare books trading and in our wider trading activities. Shapero Modern made a useful contribution to sales and profits in the year. There has been an increased emphasis on marketing the business more widely.

We have continued to attend the major trade fairs as in previous years, and are pleased with the results achieved generally through the production of high quality catalogues. We have increased the emphasis on publications relating to politics, philosophy, economics and modern first editions where we have had a number of successful results.

We are also very happy to have renewed our lease at 32 St. George Street for a further five years. The property market in Central London has inflated in recent years but we have offset much of the increase in rent by licensing the third floor of the building to a third party.

Revenue for the year of £6.7 million (2015: £5.2 million) generated adjusted operating profit of £0.02 million.

Staff

As ever, our dedicated employees have contributed significantly to the restoration of operating profitability of the Group in the year and I would like to take this opportunity of thanking them again for their hard work and effort in what has been a challenging year.

Current Trading and Prospects

The business remains well capitalised with high quality stock and, at the year end, had net assets of £10.2 million including £1.3 million of cash. These are equivalent to 75.0p and 9.5p per ordinary share respectively.

Despite a pleasing performance in the year ended 31 March 2016 compared with the previous year, we are aware of the requirement to make better returns from our strong asset base. We continue to seek opportunities for organic growth and to encourage bright and knowledgeable people with specialist knowledge of their markets to join us.

The financial year started slower than expected: levels of activity in our core markets continued to be positive but, consistent with the broader experience of business confidence in the UK leading up to the UK referendum on EU membership, our customers delayed material discretionary purchases. In the current year, we hope increased marketing in international venues, including the US, will enable us to benefit from weaker Sterling. We are also pleased to note that interest and activity in our Russian department has started to return.

Jasper Allen

6 July 2016

Strategic Report

This report provides an overview of our strategy and of our business model; gives a review of the performance of the business and of our financial position at the year-end; and sets out the principal risks to which the Group is exposed. In addition it comments on the future prospects of the business.

Principal Activities & Review of the Business

The Group is engaged in the business of fine art and collectibles. It is typically engaged as a dealer — buying, owning and selling rare & collectible items objects for a profit. It does this on its own or alongside third party dealers in rare and collectible goods.

Shapero Rare Books is the core of the Group. It is a leading international dealer in rare and collectible antiquarian books and works on paper with special expertise in Natural History, Russian and Travel books. It is also developing its Shapero Modern brand which deals in modern and contemporary prints and editions by better-known artists who already have commercial success.

Scholium Trading is the newest member of the Group. Based upon recognition that art dealers are often undercapitalised, it works alongside these dealers in the broader rare and collectibles market where they have the expertise and the clients, but not the capital, to trade in their markets.

The Group maintains value from ownership of its stock and generates value through its expertise, astute buying and the profitable sale of stock.

Strategy & Key Objectives

The Company is seeking to grow its businesses organically through reinvestment of profits in high quality stock. Our key objectives are to:

Increase the profitable trade of Shapero Rare Books and Shapero Modern through increased sales, selective purchasing and management of the cost base;
Develop Scholium Trading to be the ‘first call’ for dealers in high value rare and collectible items seeking support in their trading items which exceed their immediate financial capacity; and
Seek to expand the group by encouraging new teams — that have specialist expertise in their markets and are seeking a well-capitalised company from which to trade — to join Scholium.

Review of the year from continuing operations

The Group had a welcome return to operating profitability (before exceptional items of expenditure) in the year. Revenue increased by 30.5% to £6.8 million as a consequence of stabilisation in our core market and increased revenue and profits from new initiatives and the development of recently established departments.

Shapero Rare Books and Shapero Modern continued to provide valuable revenue streams, and we are happy with the support we have been able to give our market through Scholium Trading, where much of the trade has taken place amongst dealers known to us through our core books and works on paper expertise. Our current principal KPIs are:

Gross margin, EBITDA, earnings per share;
The breadth and distribution of the stock of assets held by the Group;
Stock turnover of assets; and
Various key risk indicators including capital resources, portfolio allocation and cash.

Key Performance Indicators Years Ended 31 March (all figures ‘000)	2016	2015	Variance
Revenue	6,742	5,166	+30.5%
Gross Profit	2,376	1,893	+25.5%
Gross Margin	35%	37%	-1.4%
Stock Turnover (months)	20.64	22.25	+7.2%
Gross Yield	32%	31%	+0.4%

Both Shapero Rare Books and Scholium Trading achieved profitably through the year. Encouragingly, stock turnover dropped to 20.6 months (2015: 22 months) and the gross profit as a percentage of the average stock levels increased to 32% (2015: 31%). Gross margin reduced to 35% (2015: 37%) reflecting, in large part, a desire of management to generate increased profits at slightly lower margins.

Analysis of revenue and profit by department

Year ending March 2016 (all figures £’000)

	Shapero Rare Books	Scholium Trading	Central	Consolidated
Revenue	5,609	1,133	0	6,742
Gross Profit	2,172	204	0	2,376
Gross Margin	39%	18%	n/a	35%

Adjusted Operating Profit	192	188	-356	24

The business achieved growth across all business units. Shapero Rare Books’ revenue grew to £5.6 million (2015: £4.4 million) delivering operating profit of £0.2 million (2015 loss of £0.2 million). Gross margin in the year dropped to 39% (2015: 41%) as the team successfully sought to drive profits through margin reduction.

As expected, Scholium Trading’s business increased during the year (profitability up by more than 50%) and it provided a valuable contribution of £0.2 million (2015: £0.1 million) to group profitability. The gross margin in Trading increased to 18% (2015: 13%). As expected, this is lower than the margin in Shapero Rare Books and reflects the payment of incentives to partners that the Group trades alongside.

Management also reduced central costs to £0.4 million (2015: £0.5 million). Overall, it is pleasing that almost all of our increase in gross profit has flowed to the bottom line.

Year ending March 2015 (all figures £’000)

	Shapero Rare Books	Scholium Trading	Central	Consolidated
Revenue	4,440	720	–	5,160
Gross Profit	1,800	90	–	1,890
Gross Margin	41%	13%	0%	37%
Operating Profit	(130)	90	(483)	(523)

Dividend

The Board does not propose to declare a final dividend for the current year.

Simon Southwood

Finance Director

6 July 2016

Independent Auditor’s Report to the Members of Scholium Group plc

We have audited the financial statements of Scholium Group Plc for the year ended 31 March 2016 which comprise the consolidated statement of comprehensive income, the consolidated statement of financial position, the consolidated statement of changes in equity, the consolidated statement of cash flows, the Company statement of financial position, the Company statement of changes in equity, the Company statement of cash flows and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union and, as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006.

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.

Respective responsibilities of Directors and Auditors

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. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors.

Scope of the audit of the financial statements

A description of the scope of an audit of financial statements is provided on the FRC’s website at www.frc.org.uk/auditscopeukprivate.

Opinion on financial statements

In our opinion:

the financial statements give a true and fair view of the state of the Group’s and the parent Company’s affairs as at 31 March 2016 and of the Group’s loss for the year then ended;
the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union;
the parent Company financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union 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.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion the information given in the strategic report and Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where 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 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.

Ajay Bahl BA FCA (Senior statutory auditor)

For and on behalf of Wenn Townsend Chartered Accountants (Statutory auditor)

Date: 6 July 2016

Consolidated Statement of Comprehensive Income

		Year ended	Year ended
		31 Mar	31 Mar
		2016	2015
	Note	£000	£000

Revenue	3	6,742	5,166
Cost of Sales		(4,366)	(3,273)
Gross profit		2,376	1,893
		–	–
Distribution costs		(345)	(268)
		–	–
		–	–
Administrative expenses		(2,007)	(2,148)
Group expenses/recharges		–	–
		–	–
Exceptional gains and losses		(24)	–
		–	–
Total administrative expenses		(2,031)	(2,148)

Loss from operations		–	(523)

Adjusted operating profit before exceptional gains and losses		24	(523)
Exceptional gains and losses		(24)	–
Loss from operations		–	(523)

Financial income		2	–
Financial expenses		(5)	(6)
		–	–
Loss before taxation	4	(3)	(529)
		–	–
Income tax credit/(expense)		(3)	29
		–	–
Loss for the year from continuing operations		(6)	(500)

Discontinued operations
(Loss)/profit for the year from discontinued operations		(10)	24

Loss for the year and total comprehensive income attributable to equity holders of the parent company		(16)	(476)

Basic and diluted loss per share:
From continued operations – pence	6	(0.05)	(3.71)
From discontinued operations – pence	6	(0.07)	0.18
Total loss per share – pence	6	(0.12)	(3.53)

Consolidated Statement of Financial Position

		31 Mar	31 Mar
		2016	2015
	Note	£000	£000
Assets
Non-current assets
Property, plant and equipment		92	92
Deferred corporation tax asset	7	277	280
		369	372

Current assets
Inventories		7,550	7,471
Trade and other receivables		2,034	1,694
Cash and cash equivalents		1,309	2,122
		10,893	11,287

Assets of disposal group classified as held for sale		–	162

Total assets		11,262	11,821

Current liabilities
Trade and other payables		1,115	1,634
Total current liabilities		1,115	1,634

Liabilities of disposal group classified as held for sale		–	24

Total liabilities		1,115	1,658

Net assets/liabilities		10,147	10,163

Equity and liabilities
Equity attributable to owners of the parent
Ordinary shares		136	136
Share Premium		9,516	9,516
Merger reserve		82	82
Retained earnings/(deficit)		413	429
Total equity		10,147	10,163

The financial statements were approved by the Board of Directors and authorised for issue on 6 July 2015.

Consolidated Statement of Changes in Equity

	Share	Share	Merger	Retained	Total
	Capital	Premium	reserve	deficit	Equity
	£000	£000	£000	£000	£000

Balance at 1 April 2014	132	9,458	82	1,109	10,781

Loss for the year from continued and discontinued operations	–	–	–	(476)	(476)
Total comprehensive income for the period	–	–	–	(476)	(476)

Shares issued in the period	4	58	–	–	62
Dividends paid	–	–	–	(204)	(204)

Balance at 31 March 2015	136	9,516	82	429	10,163

Loss for the year	–	–	–	(16)	(16)
Total comprehensive income for the period	–	–	–	(16)	(16)

Balance at 31 March 2016	136	9,516	82	413	10,147

There were no transactions with owners in the year.

The following describes the nature and purpose of each reserve within owners’ equity:

Share capital	Amount subscribed for shares at nominal value.
Share premium	Amount subscribed for share capital in excess of nominal value less attributable share-issue expenses.
Merger reserve	Amounts attributable to equity in respect of merged subsidiary undertakings.
Retained earnings/(deficit)	Cumulative profit/( loss) of the Group attributable to equity shareholders.

Consolidated Statement of Cash Flows

	31 Mar	31 Mar
	2016	2015
	£000	£000

Cash flows from operating activities
Loss before tax	(16)	(505)
Depreciation of property, plant and equipment	31	44
Amortisation of intangible assets	–	8
Profit on disposal of discontinued operation	(8)	–
	7	(453)

Increase in inventories ¹	(79)	(2,930)
(Increase)/decrease in trade and other receivables ¹	(337)	102
Decrease in trade and other payables ¹	(514)	(1,639)
Net cash generated from operating activities	(923)	(4,920)

Cash flows from investing activities
Purchase of property, plant and equipment	(31)	(38)
Disposal of discontinued operation	146	–
Net cash used in investing activities	115	(38)

Cash flows from financing activities
Proceeds from the issuance of ordinary shares	–	62
Repayment of shareholder loans	–	(350)
Dividends paid	–	(204)
Interest paid	(5)	(6)
Net cash used in financing activities	(5)	(498)

Net decrease in cash and cash equivalents	(813)	(5,456)

Cash and cash equivalents at the beginning of the year	2,122	7,578

Cash and cash equivalents at the end of the year	1,309	2,122

¹ Adjusted for inventories, other receivables and trade and other payables held in disposal group as at 31 March 2015.

Notes to the Consolidated Financial Statements

1 General information

Scholium Group plc and its subsidiaries (together ‘the Group’) are engaged in the trading and retailing of rare and antiquarian books and works on paper primarily in the United Kingdom. The Company is a public company domiciled and incorporated in England and Wales (registered number 08833975). The address of its registered office is 32 St George Street, London W1S 2EA.

2 Basis of preparation and accounting policies

The consolidated financial information, which represents the results of the Company and its subsidiaries, has been prepared in accordance with International Financial Reporting Standards and IFRC Interpretations issued by the International Accounting Standards Board

The principal accounting policies applied by the Group in the preparation of these consolidated financial statements for the years ended 31 March 2015 and 31 March 2016 are set out below. These policies have been consistently applied to all periods presented.

The functional and presentational currency of the Group and the Company is pounds sterling. The financial information is shown to the nearest £1,000.

Revenue Recognition

Revenue for the Group is measured at the fair value of the consideration received or receivable. The Group recognises revenue for services provided when the amount of revenue can be reliably measured and it is probable that future economic benefits will flow to the entity.

The Group’s revenues from the sale of rare and antiquarian books and works on paper are recognised on completion of the relevant transaction. The Group’s commissions and other revenues are recognised when all performance conditions have been satisfied.

Inventories

Inventories are valued at the lower of cost and net realisable value. Cost incurred in bringing each product to its present location and condition is accounted for as follows:

Net realisable value is the estimated selling price in the ordinary course of business.

Operating profit and loss

Operating profit and loss comprises revenues less operating costs. Operating costs comprise adjustments for changes in inventories, employee costs including share-based payments, amortisation, depreciation and impairment and other operating expenses.

3 Revenue

	31 Mar	31 Mar
	2016	2015
	Group	Group
	£000	£000

Sales of books and other stock	6,727	5,057
Commissions	15	81
Other income	–	28
	6,742	5,166

4 Profit Before Taxation

Profit before taxation is after charging/(crediting):	31 Mar	31 Mar
	2016	2015
	Group	Group
	£000	£000

Depreciation of property, plant and equipment	31	44
Amortisation of intangible assets	–	8
Operating lease rentals	338	312
Foreign currency losses	1	8
Employee costs (note 7)	1,015	1,009
Fees payable to the Company’s auditor (note 9)	40	30

5 Employee costs including Directors

	31 Mar	31 Mar
	2016	2015
	Group	Group
	£000	£000

Wages	884	919
Compensation for loss of office	24	–
Social security costs	88	75
Pension costs	12	12
Other employee benefits	6	3

	1,015	1,009

6 Profit (Loss) per share

	31 Mar		31 Mar
	2016		2015
	Group		Group
	£000		£000

Loss used in calculating basic and diluted earnings per share attributable to the owners of the parent	(6)	(500)
(Loss)/profit from discontinued operation	(10)		24
	(16)		(476)

Number of shares
Weighted average number of shares for the purpose of basic and diluted earnings per share	13,600,000		13,498,165


Basic loss per share from continuing operations (pence per share)	0.05		(3.71)
Basic loss per share from discontinued operations (pence per share)	0.07		0.18
Total basic and diluted earnings per share – pence	0.12		(3.53)

All shares issued in the year ending March 2015 arose from the exercise of employee share options. For further information see note 23.

All shares shown above are authorised, issued and fully paid up. Ordinary shares carry the right to one vote per share at general meetings of the Company and the rights to share in any distribution of profits or returns of capital and to share in any residual assets available for distribution in the event of a winding up.

7 Deferred Corporation Tax

	31 Mar	31 Mar
	2016	2015
	Group	Group
	£000	£000

Balance at the beginning of the year Income statement Balance at the end of the year The deferred tax asset comprises: Origination and reversal of temporary differences	(280)	(258)
Income statement	3	(22)
Balance at the end of the year	(277)	(280)

The deferred tax asset comprises:
Available losses	(280)	(283)
Other temporary and deductible differences	3	3
	(277)	(280)

Deferred tax is calculated in full on temporary differences under the liability method using the tax rates expected for future periods of 20%. The deferred tax has arisen due to the availability of trading losses The Group has unutilised tax allowances, at expected tax rates in future periods, of £370,000 (2015: £352,000) of which £280,000 has been recognised (2015 £283,000 recognised).

8 Post balance sheet date events

There have been no material events directly affecting the Group since the balance sheet date. The potential effect on the Group’s business of uncertainty arising from the UK referendum on EU membership is still being assessed by the Board.

9 Control

The company is controlled by a small number of shareholders, none of whom has overall control.

[1] Before exceptional costs

AIM Rule 26, Regulatory News

Holdings in Company

Posted on 12th November 2025 by webadmin

12
Nov

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARESⁱ


1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached: ⁱⁱ		Scholium Group Plc
2 Reason for the notification (please tick the appropriate box or boxes):
An acquisition or disposal of voting rights			Yes
An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached			No
An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments			No
An event changing the breakdown of voting rights			No
Other (please specify):			No
3. Full name of person(s) subject to the notification obligation: ⁱⁱⁱ	ISIS EP LLP
4. Full name of shareholder(s) (if different from 3.):^iv	Baronsmead VCT plc 3.4% Baronsmead VCT 2 plc 3.4% Baronsmead VCT 3 plc 3.4% Baronsmead VCT 4 plc 3.4% Baronsmead VCT 5 plc 1.5%
5. Date of the transaction and date on which the threshold is crossed or reached: ^v	28/03/2014
6. Date on which issuer notified:	01/04/2014
7. Threshold(s) that is/are crossed or reached: ^{vi, vii}	15%

8. Notified details:

A: Voting rights attached to shares ^{viii, ix}

Class/type of
shares

if possible using
the ISIN CODE

Situation previous
to the triggering
transaction

Resulting situation after the triggering transaction

Number
of
Shares

Number
of
Voting
Rights

Number
of shares

Number of voting
rights

% of voting rights ^x

Direct

Direct ^xi

Indirect ^xii

Direct

Indirect

Ord GBP 1

GB00BJYS2173

2,000,000

15.1%

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financial
instrument

Expiration
date ^xiii

Exercise/
Conversion Period ^xiv

Number of voting
rights that may be
acquired if the
instrument is
exercised/ converted.

% of voting
rights

Nil

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments ^{xv, xvi}

Resulting situation after the triggering transaction

Type of financial
instrument

Exercise price

Expiration date ^xvii

Exercise/
Conversion period ^xviii

Number of voting rights instrument refers to

% of voting rights ^{xix, xx}

Nominal

Delta

Total (A+B+C)

Number of voting rights

Percentage of voting rights

2,000,000

15.1%

9. Chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held, if applicable: ^xxi

ISIS EP LLP

Baronsmead VCT plc 3.4%

Baronsmead VCT 2 plc 3.4%

Baronsmead VCT 3 plc 3.4%

Baronsmead VCT 4 plc 3.4%

Baronsmead VCT 5 plc 1.5%

Registered in the name of Chase Nominees Ltd

Proxy Voting:

10. Name of the proxy holder:

ISIS EP LLP

11. Number of voting rights proxy holder will cease
to hold:

N/A

12. Date on which proxy holder will cease to hold
voting rights:

N/A

13. Additional information:

14. Contact name:

Karen Huxley

15. Contact telephone number:

020 7506 5643

AIM Rule 26, Regulatory News

Trading Update

Posted on 12th November 2025 by webadmin

12
Nov

Scholium Group plc

(“Scholium” and, together with its subsidiaries, the “Group”)

Trading Update

29 April 2014

Scholium, the holding company of a group of businesses involved primarily in trading and retailing fine art, rare and antiquarian books and other works on paper, is pleased to announce a trading update in respect of its financial year ended 31 March 2014 and a trading outlook for the current year.

2014 Trading Results

It has been an eventful year for the Group, culminating in admission to trading on AIM on 28 March and the successful raising of £8 million of new capital. The Group’s progress during the year has been encouraging and the Board anticipates that the performance of the underlying businesses will be comfortably ahead of market expectations for the year under review.

Shapero Rare Books

The final quarter of the Group’s financial year is an important time for Shapero Rare Books, particularly with The European Fine Art Fair in Maastricht. Performance over the quarter saw a pleasing improvement in day-to-day trade, reducing the Group’s reliance on international fairs.

In addition, the board notes that stock turn on larger-value items that are new to market is higher; and believes that access to capital will increasingly become a major differentiator in the Group’s ability to compete in the market and negotiate price.

South Kensington Books and Ultimate Library

Trade at South Kensington Books has been brisk and Ultimate Library ended the year with a number of new contract wins, including Firmdale Hotels, Rosewood Hotels and new Aman Resort properties.

Scholium Trading

The market’s response to the Scholium Trading proposition has been positive. Whilst no major acquisitions have yet been made, the process of educating dealers in the broader market for rare and collectible items to the advantages of trade alongside Scholium is progressing well.

Current Trading and Outlook

The year has started well across all businesses with demand for high quality books and collections from high net worth individuals and institutions continuing to be strong.

The strengthened balance sheet provides the Group with a substantial capital base from which to invest in further growth opportunities identified by the Board to deliver attractive shareholder returns.

Scholium expects to announce its full year results for the year ending 31 March 2014 in early July.

Philip Blackwell, CEO of Scholium Group noted, “We are delighted with the year’s performance which has created a strong platform for the future. The business is firmly on the road to asset-backed growth and we are looking forward to taking advantage of the opportunities that new capital provides.”

Scholium Group plc

Philip Blackwell, Chief Executive Officer

Simon Southwood, Chief Financial Officer

+44 (0)20 7493 0876

WH Ireland Ltd – Nominated Adviser

Chris Fielding / Nick Field

+44 (0)20 7220 1666

Whitman Howard Ltd – Broker

Ranald McGregor-Smith / Niall Devins

+44 (0)20 7087 4550

Notes to Editors

Shapero Rare Books

Shapero Rare Books was founded in 1979, is a dealer in rare and antiquarian books and works on paper. This includes maps of historic importance, vintage photographs and decorative and artistic prints. Mr Shapero is a well-known and established international dealer in rare books and maps. He developed his expertise from an initial focus on travel and illustrated books into a broad spectrum of rare and collectible works.

The management of Shapero Rare Books has experience in acquiring large consignments of rare and historically important antiquarian books for sale to an international client base. The business has operated since 1996 from its current leasehold premises in St George Street, Mayfair, London.

Scholium Trading

Scholium Trading acquires and trades in the wider market for rare and collectible goods alongside other specialist dealers.

South Kensington Books and Ultimate Library

South Kensington Books is the current trading name of a bookshop that has been operating from leasehold premises in Thurloe Street, South Kensington, London for several decades and which specialises in books valued at up to £150 in visual arts, architecture and photography.

Ultimate Library, which operates from the same premises, creates bespoke libraries on behalf of luxury hotels and resorts, and high-end personal residences around the world.

AIM Rule 26, Regulatory News

Final Results

Posted on 12th November 2025 by webadmin

12
Nov

Scholium Group plc (“Scholium” or the “Company”)

together with its subsidiaries (the “Group”)

Final Results

1 July 2014

SUMMARY INFORMATION

Scholium Group plc (“Scholium” or the “Company”) together with its subsidiaries (the “Group”) is pleased to present a preliminary statement summarising its annual report and financial statements for the year ended 31 March 2014. The Group is involved in the trading of rare and collectible goods. Shapero Rare Books, its main operating brand, trades in rare books and other works on paper from Mayfair and through international fine art fairs. The Group also retails art and literature from premises in South Kensington where it operates Ultimate Library, which provides bespoke libraries to hotels and private residences.

The Company’s shares are admitted to trading on AIM, a market operated and regulated by the London Stock Exchange under stock (Symbol: SCHO).

Operational Highlights in the year ending 31 March 2014

· Material increase in the stock and trade of Shapero Rare Books following acquisition in 2012

· Strong growth in South Kensington Books and Ultimate Library

· Admission to trading on AIM, raising £8 million before expenses

Financial Highlights

	31 March 2014	31 March 2013
Revenue from operations (up 13.4%)	£6.73m	£5.94m
Gross Profit from operations (up 19.2%)	£2.78m	£2.33m
EBITDA (up 88%)	£0.61m	£0.33m

Stock (up 40%)	£4.67m	£3.33m
Total Assets (up 187%)	£14.44m	£5.04m
Net Assets (up 1100%)	£10.78m	£0.98m
Dividend per ordinary share	1p	–

Commenting on the final results Philip Blackwell, Chief Executive of the Group, noted “We are very pleased to report a strong performance for 2014. Our business has grown materially on all fronts and culminated in admission to trading on AIM raising £8 million.

“We have made an encouraging start to the year with Shapero Rare Books and South Kensington Books ahead of the same period for the previous year and are looking forward to developing our business through selective deployment of new capital.”

For further information, contact:

Scholium Group plc

Philip Blackwell, Chief Executive Officer

Simon Southwood, Chief Financial Officer

+44 (0)20 7493 0876

WH Ireland Ltd – Nominated Adviser

Chris Fielding / Nick Field

+44 (0)20 7220 1666

Whitman Howard Ltd – Broker

Ranald McGregor-Smith / Niall Devins

+44 (0)20 7087 4550

Notes to Editors

Shapero Rare Books

Scholium Trading

Scholium Trading acquires and trades in the wider market for rare and collectible goods alongside other specialist dealers.

South Kensington Books and Ultimate Library

Ultimate Library, which operates from the same premises, creates bespoke libraries on behalf of luxury hotels and resorts, and high-end personal residences around the world

CHAIRMAN’S STATEMENT

I am delighted to present our maiden set of financial statements as a public company for the year ending 31 March 2014. It has been an eventful year for the Group. On the back of the strong performance of our principal operating subsidiary, Shapero Rare Books, we gained investor support to secure further funds for the business to facilitate future growth. This was achieved through a placing of new shares to raise £8 million and admission of the Company’s shares to trading on AIM.

Revenue for the year amounted to £6.73 million (2013: £5.94 million) which delivered EBITDA¹ of £0.61 million (2013: £0.33 million).

Business Review

During the year under review, the Group had two principal operating units:

· Shapero Rare Books, a dealer in rare and antiquarian books and works on paper, located in Mayfair, London; and

· South Kensington Books, a bookshop specialising primarily in art, and its sister business, Ultimate Library, which creates bespoke libraries for luxury hotels and private residences.

Performance

Shapero Rare Books

Shapero Rare Books is a Mayfair-based dealer in rare and antiquarian books and works on paper. It regularly exhibits at major international fairs and typically trades alongside other high-end art and collectibles dealers.

We are particularly pleased with the performance of Shapero Rare Books over the year. It became clear to us, once the group had stabilised in early April 2013 that the business was undercapitalised and under stocked. When we sought a route to more permanent capital during the year, interim financing by way of a £273,000 working capital loan was made available by shareholders in September 2013. The resultant immediate increase in the stock and trade of Shapero Rare Books underpinned our confidence to raise further funds and formed the basis for our admission to trading on AIM in March 2014.

Revenues in the year under review amounted to £6.08 million (2013: £5.38 million) and generated an EBITDA contribution of £0.56 million (2013: £ 0.27 million). Continued investment in stock by the business resulted in material growth in stock at the year end to £4.57 million (31 March 2013: £3.33 million).

South Kensington Books

South Kensington Books and Ultimate Library made up approximately 10% of group turnover for the year (2013: 9%) and made a contribution of 9%. Whilst the business is smaller than Shapero Rare Books, it goes from strength to strength; with turnover during the year of £0.65 million (2013: £0.55 million) generating EBITDA of £0.05 million (2013: £0.03 million).

_______________
¹ EBITDA is stated before depreciation, amortization, loan related costs, foreign exchange losses, exceptional share-based payments and IPO costs.

Staff

As ever, our dedicated employees have contributed significantly to the development of the Group throughout the year and I would like to take this opportunity of thanking them again for their hard work and effort. Our new board has seen the appointment of Charles Sebag-Montefiore as senior independent non-executive and Simon Southwood as finance director. Both of them bring a wealth of experience and I look forward to their contribution.

Current Trading

Since the year-end performance at both our Mayfair and South Kensington operations has been encouraging, with both businesses ahead of prior-year trading. In particular, Shapero Rare Books has been deploying capital and has made attractive acquisitions of new stock. The Scholium Trading proposition continues to be active in building its market presence in the community. The Group is advancing conversations with a number of dealers on material acquisitions/collections they are pursuing.

Dividend

Due to performance in the year, we are pleased to declare an interim dividend of 1 penny per ordinary share. Payment will be made on 25 July 2014 to shareholders on the Company’s register on 11 July 2014.

Jasper Allen

Chairman

30 June 2014

STRATEGIC REPORT

This report provides an overview of our strategy and of our business model; gives a review of how the business has performed and of our financial position at the year-end; and sets out the principal risks to which the Group is exposed. In addition it comments on the future prospects of the business.

Principal activities of the business

Scholium group companies are involved primarily in the trading and retailing of books and other works on paper, as well as dealing in rare and collectible goods in the wider art market.

The group of businesses comprises:

· Shapero Rare Books, a dealer in rare and antiquarian books and works on paper, located in Mayfair, London;

· South Kensington Books, a bookshop specialising primarily in art, and its sister business, Ultimate Library, which creates bespoke libraries for luxury hotels and private residences; and

· Scholium Trading, a company set up to trade in conjunction with other dealers in high value rare and collectible goods.

Revenue Streams

The Group earns revenue from:

• the sale of rare books and works on paper through Shapero Rare Books;

• the sale of art books and literature through South Kensington Books;

• the sale of whole collections and libraries through Ultimate Library; and

• the sale of other rare and collectible items through Scholium Trading.

Strategy

The Company raised new capital in a recent placing of new shares in order to:

· increase the day-to-day stock and trade of Shapero Rare Books and broaden the product mix into Modern prints;

· invest in developing Scholium Trading – a company created to trade alongside other dealers in high value rare and collectible items and participate in the acquisition for sale of large consignments; and

· accelerate the growth of the South Kensington Books and Ultimate Library brands; the latter concomitant with the development of international hospitality groups and the demand for premium property in Central London.

The directors intend to provide an attractive level of dividends to shareholders along with stable asset-backed growth driven by inefficiencies in the markets in which the Group operates.

Our business model

Shapero Rare Books

Shapero Rare Books trades in rare and antiquarian books and works on paper. It trades from premises in Mayfair, at international art fairs in London, Continental Europe and America and through its website www.shapero.com. The items for sale typically range in value from £100 up to £1.5 million. Shapero Rare Books particularly specialises in Natural History, travel and Russian materials. Recently it has started to develop its Modern Prints department.

South Kensington operations

South Kensington Books is an independent bookshop operating from premises in Thurloe Street, South Kensington, serving its local professional community in the museums, Christie’s, the Lycée and the vibrant tourist and local resident community. Ultimate Library operates from the same premises and supplies bespoke libraries for private residences, luxury resorts and hotels on four continents.

Scholium Trading

Scholium Trading is a new operation set up to trade in conjunction with dealers in high value rare and collectible goods. It seeks to build on our experience of acquiring items or collections either as principal or in consortia with dealers who are expert in their own subject area; and to extend this expertise to working with a wider range of dealers in related areas of the collectibles market.

Key objectives and key performance indicators (KPIs)

Our key objectives are to:

• increase the stock and trade of Shapero Rare Books through selective purchasing;

• increase the trade of South Kensington operations through expanding its hotel client base to sell more libraries and grow the exclusive private residence market through working with more design groups ; and

• develop Scholium Trading to be the ‘first call’ for high-end fine art and collectible dealers looking for partners to acquire and sell individual items or collections that exceed their immediate financial capacity.

Our current principal KPIs are:

· gross margin, EBITDA, earnings per share;

· the breadth and distribution of the stock of assets held by the Group;

· stock turnover of assets; and

· various key risk indicators including capital resources, portfolio allocation and cash.

Years ending March	2014	2013
Revenue	6.73	5.94
Gross Profit	2.78	2.34
Gross Margin	41%	39%
Stock Turnover	12 months	11 months

Review of the year and current trading

Overall performance

We are pleased to report that the business has grown over the year. Revenue has increased 13.4% to £6.73 million (2013: £5.94 million) whilst the gross margin has increased from 39% to 41%. Much of this margin improvement was due to an increased level of commission sales in Shapero Rare Books. EBITDA for the period increased to £0.61 million (2013: £0.33 million), reflecting the operational gearing that the group enjoys.

Shapero Rare Books

Shapero Rare Books has been, in large part, responsible for the increase in growth and profitability of the Group. Revenue for the year amounted to £6.1 million (2013: £5.4 million) which represented 90% of the overall revenues of the Group (2013: 91%). The Operational EBITDA of Shapero Rare Books exceeded our initial expectations for the year with exceptional purchases and sales in the latter part of the year. A strong final quarter was underpinned by sales at The European Fine Art Fair (TEFAF) and the success of our catalogue ’50 Fine Books’.

The year has seen a marked increase in the stock holding of the group to £4.7 million (31 March 2013: £3.3 million). This increase in stock was largely in the last quarter of the year and was enabled by strong trading and a short-term loan from shareholders. In line with plan, we have continued to invest the proceeds of the listing to increase stock as a driver of future sales. We have been able to acquire some attractive new items as evidenced by the recent Natural History catalogue which carried books and prints valued at more than £4m at retail prices.

The development of the prints side of the business has seen a strategic investment in modern prints through the acquisition of a portfolio by Andy Warhol.

South Kensington operations

South Kensington Books enjoyed like-for-like sale growth of over 12% in last financial year and is trading to plan in the current year. The bookshop is not an inherently scalable business with just one location but it remains cash generative. Ultimate Library grew by over 50% in the year to March 2014 and has started the current year strongly with a number of new clients in London, Greece, Vietnam, the Caribbean and mainland China. As planned we are recruiting to meet demand. The library business works off the buying expertise of the South Kensington Books team.

Revenue for the year increased to £0.65 million (2013: £0.55 million) that drove an increase in EBITDA to £0.05 million (2013: £0.03 million). The stock-turn of 4x per annum is typical for a business of this nature

Scholium Trading

The new operation, Scholium Trading was set up to trade in conjunction with dealers in high value rare and collectible goods and began trading in the current financial year. It seeks to build on our previous experience of acquiring items or collections either as principal or in consortia with dealers who are expert in their own subject area; and to extend this expertise to working with a wider range of dealers in related areas of the collectibles market. We have been active in promoting the new business to our network of other dealers in the market and are looking at a number of interesting opportunities.

Financial Position and Cash flow

As at 31 March 2014 our gross stock levels were £4.67 million (2013: £3.33 million) and gross assets were £14.44 million (2013: £5.04 million). The increase in stock levels is largely due to the Group’s policy of reinvestment in stock to drive turnover and return on capital. The increase in gross assets is largely due to the fundraising undertaken concomitant with admission of the Company’s shares to trading on AIM. Cash at 31 March 2014 was £7.58 million. In the current year we are investing the proceeds of the listing to plan.

Dividend

The Board has resolved to pay an interim dividend of 1 penny per ordinary share to shareholders on the register as at 11 July 2014 (ex-dividend date of 9 July). Payment will be made on 25 July 2014.

Principal risks and uncertainties

Supply of antiquarian books and other items

By definition, rare and antiquarian books and other works on paper are rare. The availability of fresh stock of such items is often driven by major life events, such as inheritance, unrecovered debt, divorce or downsizing due to economic malaise. The continued growth of Shapero Rare Books’ business is reliant upon individual works and collections of works coming onto the market and upon the Group being able to access those business opportunities. Oftentimes, such sales are dealt with privately and discreetly, thereby meaning access to such dealflow is not guaranteed.

Reliance on key international trade fairs

A significant proportion of the Group’s sales are made at international trade fairs, and in particular The European Fine Art Fair. If this fair were to be discontinued it would have a material effect on the ability of the Group to sell goods. There are a limited number of stands at this and other international trade fairs and as a result places are highly sought after. Whilst there can be no certainty that the Group will continue to secure a place in the future, members of the Group have been exhibiting at these fairs for many years and, as such, have a well-established presence.

Competition

The market in the books and other items in which the Group trades is competitive. In the market for antiquarian books and other items in which Shapero Rare Books trades, the Group faces various competitive pressures including from the major auctioneers, Sotheby’s, Christie’s and Bonham’s, as well as smaller auctioneers and a large number of dealers and smaller operators.

The other parts of the Group’s business, including the business of South Kensington Books and Ultimate Library, also face various competitive pressures. While the directors believe that the art book market has been less impacted by e-readers and online retailers than the UK retail book market as a whole, the art book market is nonetheless highly competitive and the Group competes with large bookshop chains, smaller independent bookshops and large and small online retailers.

The Group is likely to face continued and/or increased competition in the future both from established competitors and/or from new entrants to the market. The Group’s competitors include businesses with greater financial and other resources than the Group. Such competitors may be in a better position than the Group to compete for future business opportunities. If the Group is unable to compete effectively in any of the markets in which it operates, it could have a material adverse effect on the Group’s business, financial condition, and operating.

Co-owned rare and collectible goods

In the case of high value items or collections, the Group will often acquire the items jointly with another bookseller and if not expressly provided for there is a risk that the Group will not be able to sell the entire asset without the agreement of all joint-owners. In this and other respects the Group relies on the honesty and integrity of other dealers. Whilst the Group takes care to deal only with established counterparties and experienced dealers who are well known to senior management and/or the directors, there can be no guarantee that co-owners will comply with the agreed terms (including, for example not charging the items) or that such co-owners will not enter into administration or other insolvency procedure, and in the event there is a loss of the co-owned goods it is not certain that the Group could claim under its insurance policy in relation thereto.

Stock valuation and liquidity

The Group will trade in rare and collectible items, which may be highly illiquid. The value of goods acquired is difficult to assess and it may not be possible for management to sell the assets at or above the price for which they were acquired. The value of assets in the balance sheet may not represent the actual resale value achievable.

Theft, loss or damage

Rare and collectible items are highly mobile goods. Furthermore such goods are frequently transported internationally for trade shows or other marketing opportunities. Whilst precautions are taken to ensure safe passage, the Group’s assets may be lost, damaged or stolen. While the Group carries specialist insurance, there is no guarantee that the Group’s insurance cover will be adequate in all circumstances. Assets of the Group will be placed with third parties for sale on commission. While the Group intends to take appropriate precautions when placing assets with third parties, there is a risk that these assets outside of the Group’s direct control may be stolen or replaced by unscrupulous third parties with fakes or forgeries.

Authenticity and export authority

The directors of the Company will ensure that due diligence is undertaken on the authenticity of the assets acquired for sale. Nonetheless fakes and forgeries do exist in the market and the Group may acquire these believing them to be authentic. Further, the attribution of works to a particular writer or artist is not an exact science, and there can be no guarantee that assets of the Group will not have been mistakenly attributed in this way. Lack of authenticity is not covered by the Group’s insurance. Whilst the Group takes appropriate care when acquiring works which may be of material importance in the state of origin, there can be no guarantee that works acquired by the Group are not subject to restrictions on export or sale.

Insurance

The Group carries a specialist insurance policy under the Antiquarian Booksellers Association Insurance Scheme which covers each of the businesses. The directors believe that the Group carries appropriate insurance for a business of its size and nature but there can be no guarantee that the extent or value of the cover will be sufficient, in particular in relation to stock in transit or on consignment. The directors review the Group’s insurance arrangements on an annual basis and endeavour to insure its stock adequately, but there is no certainty that future claims will not fall within the exclusions under the policy or that the insurer will pay out any claim if made. Further, there can be no guarantee that the necessary insurance will be available to the Group in the future at an acceptable cost or at all.

Premises

Like many of the established dealers in the market, the Group has a publicly accessible gallery in Mayfair, London from where Shapero Rare Books operates. In addition, the Group has a shop in South Kensington, London from where the South Kensington Books and Ultimate Library businesses operate. The directors believe that both locations are highly desirable and an important factor in the success of the business as a whole. However, both premises are leased and, unless extended, will terminate. Whilst discussions with the landlords have commenced, there can be no guarantee that the leases of either of the premises will be extended on terms acceptable to the Company or at all. In addition, the Group might incur dilapidation liabilities.

Terms of sale

To date, the contractual arrangements which the Group has entered into with clients, customers and other dealers have not always included (amongst other things) terms dealing specifically with

(i) transfer of ownership and risk,

(ii) contract formation,

(iii) price and payment,

(iv) limitations and exclusions of liability, and

(v) governing law and jurisdiction.

In light of the foregoing, there can be no guarantee that the Group’s arrangements with its customers will not be terminated on short notice or that the Group will not at some future time face challenges or disputes in relation to the contractual or other arrangements with its clients. If the Group became involved in a contractual dispute and/or a third party was successful in any contractual dispute with the Group, any resultant loss of revenues or exposure to litigation costs or other claims could have a material adverse effect on the Group’s reputation, business, financial condition and/or operations or financial results. The Group is revising its standard terms of sale to seek to ensure that, going forward, the arrangements with clients, customers, dealers and others will include terms dealing with each of the aforementioned areas.

Currency risk

The directors anticipate that the Group will conduct certain of its transactions other than in Pounds Sterling, the Company’s functional currency. As a result, movements in foreign exchange rates may impact the Group’s performance. The Group does not contract any hedging arrangements in respect of currency positions.

On behalf of the Board

Philip Blackwell

Chief Executive Officer

30 June 2014

Responsibility statement

The Directors confirm that to the best of their knowledge:

o the financial statements, prepared in accordance with International Financial Reporting Standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and

o the Strategic Report includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole.

Forward-looking statements

These financial statements contain forward-looking statements with respect to the financial condition, results, operations and businesses of the Company. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, we can give no assurance that these expectations will prove to have been correct. Such statements and forecasts involve risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by forward-looking statements and forecasts. Forward-looking statements and forecasts are based on the Directors’ current view and information known to them at the date of this statement. The Directors do not make any undertaking to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Consolidated statement of comprehensive income

		Year ended	Year ended
		31 March	31 March
		2014	2013
	Note	£’000	£000

Revenue	3	6,733	5,936
Cost of sales		(3,954)	(3,602)
Gross profit		2,779	2,334

Distribution expenses		(423)	(525)

Administrative expenses		(1,802)	(1,497)
Exceptional items:
Replacement share-based payment scheme	9	(385)	–
IPO expenses	9	(228)	–

Total administrative expenses		(2,415)	(1,496)

(Loss)/profit from operations		(59)	312

Adjusted profit from operations before IPO expenses and share-based payment expense		554	312
Replacement share-based payment scheme		(385)	–
IPO expenses		(228)	–
(Loss)/profit from operations		(59)	312


Financial income		1	1
Financial expenses	10	(290)	(239)

(Loss)/profit before taxation	4	(348)	74

Income tax credit/(expense)	11	251	–

(Loss)/profit for the year and total comprehensive income attributable to equity holders of the parent company		(97)	74

Basic (loss)/earnings per share – pence	12	(36.5)	112.4

Diluted (loss)/earnings per share – pence	12	(36.5)	112.4

Basic (loss)/earnings per share calculated on full number of shares in issue – pence	12	(0.7)	0.6

All amounts relate to continuing activities.

There were no other recognised gains and losses in the year.

Consolidated statement of financial position		Registered company number: 08833975
		31 March	31 March	31 March
		2014	2013	2012
	Note	£000	£000	£000
Assets
Non-current assets
Property, plant and equipment		104	119	135
Intangible assets		16	24	31
Deferred taxation	18	258	–	–
		378	143	166

Current assets
Inventories	14	4,667	3,331	3,250
Trade and other receivables	15	1,816	1,368	764
Cash and cash equivalents		7,578	196	97
		14,061	4,895	4,111

Total assets		14,439	5,038	4,277

Current liabilities
Trade and other payables	16	3,111	1,599	924
Loans and borrowings	17	533	350	350
Current corporation tax liabilities		14	7	3
Total current liabilities		3,658	1,956	1,277

Non-current liabilities
Loans and borrowings	17	–	2,104	2,096
		–	2,104	2,096

Total liabilities		3,658	4,060	3,373

Net assets		10,781	978	904

Equity and liabilities
Equity attributable to owners of the Company
Ordinary shares	19	132	52	52
Share Premium		9,458	–	–
Merger reserve		82	2,047	2,047
Retained earnings/(deficit)		1,109	(1,121)	(1,195)
Total equity		10,781	978	904

The financial statements were approved by the Board of Directors and authorised for issue on 30 June 2014.

P Blackwell

Director

Consolidated statement of changes in equity	Note	Share	Share	Merger	Retained	Total
		capital	premium	reserve	deficit	Equity
		£000	£000	£000	£000	£000
At 1 April 2012 as originally stated		17	2,082	–	(1,195)	904
Effect of merger accounting	2	35	(2,082)	2,047	–	–
Balance at 1 April 2012 restated		52	–	2,047	(1,195)	904

Profit for the year		–	–	–	74	74
Total comprehensive income for the year		–	–	–	74	74

Shares issued by subsidiary undertaking in the period		–	–	–	–	–
Share-based payments	20	–	–	–	–	–
Total contributions by owners of the parent		–	–	–	–	–

Balance at 31 March 2013		52	–	2,047	(1,121)	978

The following describes the nature and purpose of each reserve within owners’ equity:

Share capital	Amount subscribed for shares at nominal value.
Share premium	Amount subscribed for share capital in excess of nominal value less attributable share-issue expenses.
Merger reserve	Amounts attributable to equity in respect of merged subsidiary undertakings.
Retained deficit	Cumulative loss of the Group attributable to equity shareholders.

Consolidated statement of changes in equity continued	Note	Share	Share	Merger	Retained	Total
		capital	premium	reserve	deficit	Equity
		£000	£000	£000	£000	£000
At 1 April 2013 as originally stated		17	2,082	–	(1,121)	978
Effect of merger accounting	2	35	(2,082)	2,047	–	–
Balance at 1 April 2013 restated		52	–	2,047	(1,121)	978

Loss for the year		–	–	–	(97)	(97)
Total comprehensive income for the year		–	–	–	(97)	(97)

Shares issued in the period		80	10,259	–	–	10,339
Share issue expenses		–	(801)	–	–	(801)
Capital reduction in subsidiary		–	–	(1,986)	1,986	–
Cancellation of shares in subsidiary from merger reserve		–	–	21	3	24
Share-based payments	20	–	–	–	338	338
Total contributions by owners of the parent		80	9,458	(1,965)	2,327	9,900

Balance at 31 March 2014		132	9,458	82	1,109	10,781

The following describes the nature and purpose of each reserve within owners’ equity:

Share capital	Amount subscribed for shares at nominal value.
Share premium	Amount subscribed for share capital in excess of nominal value less attributable share-issue expenses.
Merger reserve	Amounts attributable to equity in respect of merged subsidiary undertakings.
Retained deficit	Cumulative loss of the Group attributable to equity shareholders.

Consolidated statement of cash flows	31 March	31 March
	2014	2013
	£000	£000
Cash flows from operating activities
(Loss)/profit before tax	(348)	74
Depreciation of property, plant and equipment	38	33
Amortisation of intangible assets	8	8
Share-based payment	338	–
	36	115

Increase in inventories	(1,336)	(81)
Decrease in trade and other receivables	(448)	(604)
Increase in trade and other payables	2,211	817
Net cash generated from operating activities	463	247

Cash flows from investing activities
Purchase of property, plant and equipment	(22)	(17)
Interest received	1	1
Net cash generated used in investing activities	(21)	(16)

Cash flows from financing activities	8,000	–
Proceeds from the issuance of ordinary shares	(801)	–
Share issue expenses	–	–
Repayment of shareholder loans	–	–
Interest paid	(259)	(132)
Net cash generated from financing activities	6,940	(132)


Net increase in cash and cash equivalents	7,382	99

Cash and cash equivalents at the beginning of the year	196	97

Cash and cash equivalents at the end of the year	7,578	196

Company statement of financial position		Registered company number: 08833975
			31 March
			2014
	Note		£000
Assets
Non-current assets
Investments	13		5,200

Current assets
Trade and other receivables	15		507
Cash and cash equivalents			7,433
			7,940

Total assets			13,140

Current liabilities
Trade and other payables	16		569
Current corporation tax liabilities			7
Total current liabilities			576

Total liabilities			576

Net assets			12,564

Equity and liabilities
Equity attributable to owners of the Company
Ordinary shares	19		132
Share Premium			9,458
Merger reserve			2,809
Retained deficit			165
Total equity			12,564

P Blackwell

Director

The following describes the nature and purpose of each reserve within owners’ equity:

Share capital	Amount subscribed for shares at nominal value.
Share premium	Amount subscribed for share capital in excess of nominal value less attributable share-issue expenses.
Merger reserve	Amounts attributable to equity in respect of merged subsidiary undertakings.
Retained deficit	Cumulative loss of the Group attributable to equity shareholders.

Company statement of cash flows		31 March
		2014
		£000
Cash flows from operating activities
Loss from operations		(165)
Share-based payment		338
		173

Increase in trade and other receivables		(507)
Increase in trade and other payables		568
Net cash generated from operating activities		234

Cash flows from financing activities
Proceeds from the issuance of ordinary shares		8,000
Share issue expenses		(801)
Net cash generated from financing activities		7,199


Net increase in cash and cash equivalents		7,433

Cash and cash equivalents at the beginning of the period		–

Cash and cash equivalents at the end of the period		7,433

1	General information
	Scholium Group plc and its subsidiaries (together ‘the Group’) are engaged in the trading and retailing of rare and antiquarian books and works on paper primarily in the United Kingdom. The Company is a public company domiciled and incorporated in England and Wales (registered number 08833975). The address of its registered office 32 St George Street, London W1S 2EA. The Company was incorporated on 7 January 2014 for the purpose of becoming the new parent undertaking of the Group.

2	Basis of preparation and accounting policies

The Company’s basis of preparation and accounting policies have not changed since admission of the Company’s shares to trading on AIM and as reflected in the Company’s AIM Admission Document.

Operating profit and loss

Expenditure

Expenditure is recognised in respect of goods and services received when supplied in accordance with contractual terms. Provision is made when an obligation exists for a future liability relating to a past event and where the amount of the obligation can be reasonably estimated.

Exceptional items of expense

Exceptional items of expense are administrative costs which are large or unusual in nature and are not expected to recur on a regular basis.

3	Revenue	31 March	31 March
		2014 Group	2013 Group
		£000	£000

	Book sales	6,474	5,772
	Commissions	256	152
	Other income	3	12
		6,733	5,936

4	Profit before taxation
	Profit before taxation is after charging/(crediting):	31 March 2014 Group	31 March 2013 Group
		£000	£000

	Depreciation of property, plant and equipment	38	33
	Amortisation of intangible assets	8	8
	Operating lease rentals	351	343
	Foreign currency losses	13	14
	Share-based payment expense (note 20)	338	–
	Employee costs (note 5)	1,015	681
	Fees payable to the Company’s auditor (note 7)	39	9

5	Employee costs including Directors	31 March	31 March
		2014 Group	2013 Group
		£000	£000

	Wages and salaries	880	611
	Social Security Costs	123	55
	Pension costs	12	12
	Other employee benefits	–	3
	Share-based payments	338	–
		1,353	681

6	Average number of employees	31 March	31 March
		2014 Group	2013 Group
		Number	Number

	Management	6	6
	Operations	14	13
		20	19

7	Auditors’ remuneration	31 March	31 March
		2014 Group	2013 Group
		£000	£000

	Fees payable to the Company’s auditor for the audit of the Company’s consolidated financial statements	4	–
	Fees payable to the Company’s auditor for the audit of subsidiary undertakings of the Company	14	7
	Fees payable to the Company’s auditor for taxation compliance services to the Group	1	2
	Fees payable to the Company’s auditor for services related to the institutional placing offer	20	–
		39	9

Of the total auditors’ remuneration for the year £4,350 has been charged directly to equity (2013: £nil).

8	Directors’ remuneration	31 March	31 March
		2014 Group and Company	2013 Group and Company
		£000	£000

	Salaries and fees	220	94
	Social Security Costs	–	–
	Pension costs	–	–
		220	94

	Information regarding the highest paid Director which comprises salary and benefits is as follows:	100	67

9	Exceptional items of expenditure	31 March	31 March
		2014 Group	2013 Group
		£	£

	Accelerated share-based for replacement option scheme on listing	385	–
	IPO expenses	228	–
		613	–

On 27 March 2014 the previous share option incentive scheme within the Group, based upon ordinary shares within Bookbank Limited was accelerated on listing and a new share-incentive scheme put in place. The options related to the previous scheme are vested and exercisable on the date of issue. The expense comprises a share-based payment expense of £338,000 (note 20) and the related national insurance liability of £47,000.

On 28 March 2014 the Company was admitted to the AIM market and an associated placing of shares was made. The total costs were £1,029,000 of which £801,000 were attributed to share premium.

10	Financial expense	31 March	31 March
		2014 Group	2013 Group
		£000	£000

	Interest on shareholder loan notes and director loans	259	231
	Amortised loan expenses	31	8
		290	239

	31 March	31 March
	2014 Group	2013 Group
	£000	£000

Net finance income/(expense)	(289)	(238)

11	Income tax	31 March	31 March
		2014 Group	2013 Group
		£000	£000
	Current tax (credit)/expense
	Current tax	7	–
	Deferred tax:	–	–
	Origination and reversal of temporary differences	(258)	–
	Total tax(credit	(251)	–

The reasons for the difference between the actual tax (credit)/charge for the year and the standard rate of corporation tax in the United Kingdom applied to (loss)/profit for the year as follows:

	31 March	31 March
	2014 Group	2013 Group
	£000	£000

(Loss)/profit before tax	(348)	74

Applied corporation tax rates:	20%	20%

Tax at the UK corporation tax rate of 20%	(70)	14

Expenses not deductible for tax purposes	53	7
Utilisation of previously unrecognised tax losses	(39)	2
Origination and reversal of temporary differences	(195)	(23)
Total tax credit	(251)	–

12	(Loss)/earnings per share	31 March	31 March
		2014 Group	2013 Group
		£000	£000

	(Loss)/profit used in calculating basic and diluted (loss)/earnings per share	(97)	74

	Number of shares
	Weighted average number of shares for the purpose of basic earnings per share	265,813	65,807

	Weighted average number of shares for the purpose of diluted earnings per share	265,813	65,807

	Basic (loss)/earnings per share (pence per share)	(36.5)	112.4

	Diluted (loss)/ earnings per share (pence per share)	(36.5)	112.4

	Basic (loss)/earnings per share calculated on full number of shares in issue (pence per share)	(0.7)	0.6

Where the Group has incurred a loss in a year or period the diluted earnings per share is the same as the basic earnings per share as the loss has an anti-dilutive effect. The diluted loss per share for 2014 is therefore the same as the basic loss per share for the year and the diluted weighted average number of shares is the same as the basic weighted average number of shares.

Basic earnings per share calculated on the full number of shares in issue are calculated by dividing net (loss)/profit for the year or period attributable to ordinary equity holders of the parent by number of shares in issue at 31 March 2014, amounting to 13,200,325 shares, to reflect the considerable number of new shares, including placing shares, issued in late March 2014. See also note 19.

The Company has 1,455,675 potentially issuable shares all of which relate to the potential dilution from the Group’s share-options issued to the Directors and certain employees in the year (note 20).

13	Investments	31 March
		2014 Company
		£000

	At 7 January 2014	–
	Nominal value of shares issued	28
	Fair-value adjustment taken to merger reserve	2,809
	Deferred consideration	2,363
	At 31 March 2013	5,200

The investment is in Bookbank Limited and is valued at fair-value on 20 March 2014 based upon quoted prices as at the date of the Group reorganisation. This is a Level 2 valuation under the fair-value hierarchy. On 22 March 2014 the deferred consideration was satisfied in full by the issue of ordinary shares in the Company (notes 2 and 19).

14	Inventories	31 March	31 March
		2014 Group	2013 Group
		£000	£000

	Books & works on paper	4,667	3,331
	Books & works on paper expensed in the year	3,954	3,602

15	Trade and other receivables	31 March	31 March	31 March	31 March
		2014 Group	2013 Group	2014 Company	2013 Company
		£000	£000	£000	£000

	Trade and other receivables	1,412	1,018	–	–
	Amounts due from Group undertakings	–	–	435	–
	Other debtors	198	63	68	–
	Prepayments and accrued income	206	287	4	–
		1,816	1,368	507	–

The age profile trade and other receivables comprised:

		£000

	Current	846
	One month past due	251
	Two months past due	70
	Three months past due	12
	Over three months past due	237
	Provision for doubtful debts	(4)
		1,412

As at 31 March 2014, trade receivable of £4,000 (31 March 2013 and 31st March 2012 £nil) were considered past due and impaired. The other debtors’ balances are categorised as loans and receivables. All amounts shown under trade and other receivables are due for payment within one year.

16	Trade and other payables	31 March	31 March	31 March	31 March
		2014 Group	2013 Group	2014 Company	2013 Company
		£000	£000	£000	£000

	Trade creditors	2,355	980	197	–
	Social security and other taxes	18	17	–	–
	Accrued expenses	686	550	372	–
	Other creditors	52	52	–	–
		3,111	1,599	569	–

The directors consider the carrying value of trade and other payables approximate to their fair values.

17	Loans and borrowings	31 March	31 March
		2014 Group	2013 Group
	Current liabilities:	£000	£000

	Loans from shareholders	350	350
	Loans form directors	183	–
		533	350

	31 March	31 March
	2014 Group	2013 Group
Non-current liabilities:	£000	£000

Loans from shareholders	–	2,104
	–	2,104

The directors’ and shareholders’ loans of £350,000 carry interest at 5 per cent per annum and are secured by floating charges over the company’s assets. Subsequent to 10th February 2013 this loan has been repayable on demand.

During the six months ended 30th September 2013 additional loans of £273,000 were advanced to the company. This amount carries interest at 12 per cent per year and was repayable in eight equal instalments. By mutual agreement between the lenders and the company, repayments have been postponed, continuing to bear interest under the terms of the agreement. On 3rd March 2014, £90,000 was repaid to the lenders. Repayment of the remaining balance £183,000 was made after the year end.

18	Deferred tax	31 March	31 March
		2014 Group	2013 Group
		£000	£000

	Included in non-current assets	258	–

Deferred tax gross movements	31 March	31 March
	2014 Group	2013 Group
	£000	£000

Opening balance	–	–
Credit to income statement	(258)	–
Closing balance	(258)	–

The deferred tax asset comprises:	31 March	31 March
	2014 Group	2013 Group
	£000	£000

Temporary differences on property, plant and equipment	–	–
Available losses	176	–
Other temporary and deductible differences	82	–
Closing balance	258	–

Deferred tax is calculated in full on temporary differences under the liability method using the tax rates expected for future periods of 20%. The deferred tax has arisen due to the availability of trading losses The Group has unutilised tax allowances of £258,000 at expected tax rates in future periods.

19	Share capital	31 March	31 March
		2014 Group and Company	2013 Group
	Ordinary shares of £0.10 each	£000	£000

	At the beginning of the year	52	52
	Issued in the year	80	–
	At the end of the year	132	52

Number of shares	31 March	31 March
	2014 Group and Company	2013 Group
Ordinary shares of £0.10 each	Number	Number

At the beginning of the year	–	–
Issued in the year in exchange for Bookbank Limited shares	5,200,325	–
Placing of shares on admission to AIM	8,000,000	–
At the end of the year	13,200,325	–

The introduction of the new holding company constitutes a Group reconstruction and has been accounted for using merger accounting principles. Therefore the consolidated financial statements of Scholium Group plc are presented as if Scholium Group plc has always been the holding company for the Group and the share capital issued on this date treated as if issued in the earliest year presented.

Accordingly, the results of the Group for the entire year ended 31 March 2014 and the results for the comparative year ended 31 March 2013 are also prepared on this basis.

Share-issue costs of £801,000 have been deducted from the share premium in the year. A further £228,000 has been expensed (note 9).

20	Share-based payment arrangements

Scholium Group plc operates three equity-settled share based remuneration scheme for employees.

The first is a replacement option scheme on behalf of B Shapero and P Guillemet, both senior managers of the Company. The share options issued under this scheme are fully vested on 27 March 2014, the date of issue. They have been valued at the intrinsic value of the options on the date of issue being the market price of the Company’s shares on admission to AIM of £1.00 and the share option prices of £0.154. These options are immediately exercisable.

The second scheme (EMI performance scheme) and the third scheme combine a long term incentive scheme and an unapproved scheme for certain senior management and executive Directors. These schemes were put in place on 27 March 2014 but effective from 1 April 2014. The options held under these schemes are subject to performance conditions and vest, subject to annual performance criteria, over three years.

Equity-settled share-based payments in respect of the second and third schemes are measured at fair value (excluding the effect of non-market-based vesting conditions) as determined through use of the Black-Scholes technique, at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group and Company’s estimate of shares that will eventually vest and adjusted for the effect of non-market-based vesting conditions.

21	Commitments

There were no outstanding capital commitments at 31 March 2014 (31 March 2013: £nil).

Events after the balance sheet date

There are no significant post-balance sheet events.

Additional Information

The financial information included in this statement does not constitute the Group’s statutory accounts (within the meaning of section 434 of the Companies Act 2006) for the years ended 31 March 2014 or 2013, but is derived from those accounts. Statutory accounts for 2013 have been delivered to the Registrar of Companies and those for 2014 will be delivered following the Company’s Annual General Meeting. The auditors have reported on those accounts; their reports were unqualified, did not draw attention to any matters by way of emphasis without qualifying their report and did not contain statements under s498(2) or (3) Companies Act 2006 or equivalent preceding legislation.

The Annual General Meeting of Scholium Group plc will be held on 4 September 2014.

Company statement of changes in equity	Share	Share	Merger	Retained	Total
	capital	premium	Reserve	deficit	Equity
	£000	£000	£000	£000	£000
At 7 January 2014	–	–	–	–	–
Loss for the period	–	–	–	(173)	(173)
Total comprehensive income for the period	–	–	–	(173)	(173)

Shares issued in the period	132	10,259	–	–	10,391
Share issue expenses	–	(801)	–	–	(801)
Investment in Bookbank Limited (note 13)	–	–	2,809	–	2,809
Share-based payments	–	–	–	338	338
Total contributions by owners of the parent	132	9,458	2,809	338	12,737

Balance at 31 March 2014	132	9,458	2,809	165	12,564

Operational Highlights

Financial Highlights

Business Review

Revenue Streams

Key objectives and key performance indicators (KPIs)

Performance Review

Overall Performance

Shapero Rare Books

South Kensington Operations

Scholium Trading

Financial Position and Cashflow

Outlook

Dividend

Key Risks

Trading update

Mayfair Philatelics Limited ( “Mayfair” )

For further information, please contact:

The information below, set out in accordance with the requirements of the EU Market Abuse Regulation, provides further detail.

Operational Highlights

Financial Highlights

Chairman’s Statement

Business Review

Staff

Current Trading and Prospects

Strategic Report

Principal Activities & Review of the Business

Strategy & Key Objectives

Review of the year from continuing operations

Key Performance Indicators

Analysis of revenue and profit by department

Shapero Rare Books

Scholium Trading

Central

Consolidated

Revenue

5,609

1,133

0

6,742

Gross Profit

2,172

204

0

2,376

Gross Margin

39%

18%

n/a

35%

Adjusted Operating Profit

192

188

-356

24

Dividend

Independent Auditor’s Report to the Members of Scholium Group plc

Respective responsibilities of Directors and Auditors

Scope of the audit of the financial statements

Opinion on financial statements

Opinion on other matters prescribed by the Companies Act 2006

Matters on which we are required to report by exception

Consolidated Statement of Comprehensive Income

Consolidated Statement of Financial Position

Consolidated Statement of Changes in Equity

Consolidated Statement of Cash Flows

Notes to the Consolidated Financial Statements

1 General information

2 Basis of preparation and accounting policies

Revenue Recognition

3 Revenue

4 Profit Before Taxation

5 Employee costs including Directors

6 Profit (Loss) per share

7 Deferred Corporation Tax

8 Post balance sheet date events

9 Control