Anemoi International Ltd (AMOI)
Anemoi International Ltd: Final Results For Year Ended 31 December 2022
10-Jul-2023 / 10:56 GMT/BST
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Anemoi International Ltd
Anemoi International Ltd
(Reuters: AMOI.L, Bloomberg: AMOI:LN)
("Anemoi", "AMOI" or the "Company")
Final Results For Year Ended 31 December 2022
The information set out below is extracted from the Company's Report and Accounts for the year ended 31 December 2022,
which will be published today on the Company's website. A copy will also be submitted to the National Storage Mechanism
where it will be available for inspection. Cross-references in the extracted information below refer to pages and
sections in the Company's Report and Accounts for the year ended 31 December 2022.
Group Results 2022 versus 2021 GBP
-- Group Operating Loss for the year GBP(0.8)m vs GBP(0.6)m
-- Group Loss before taxation for the year GBP(0.8)m vs GBP(0.6)m
-- Group Earnings Per Share (basic and diluted)*1 GBP(0.01) vs GBP(0.02)
-- Book value per share*2 GBP0.03 vs GBP0.03
-- Net Cash GBP2.2m vs
GBP2.7m
*1 based on weighted average number of shares in issue of 157,041,665 (2021: 38,933,104)
*2 based on actual number of shares in issue as at 31 December 2022 of 157,041,665 (2021: 157,041,665)
2021 HIGHLIGHTS
-- id4 growth below budget
Sebastien Lalande, founder and CEO departs Company
Costs slashed and business refocused on intermediate as well as end user sales Id4 revenues and profitability
insufficient to support Public Company costs
Board have been pursuing broad- based acquisition search for Reverse Take Over (RTO) candidate
A number of potential candidates identified that fulfil RTO rules, which require the post transaction market value to
be in excess of GBP30 million
Board targeting Q3 update announcement on potential transaction
2022 can be viewed as a year of "one step forward, two steps sideways". The Board's frustration with management's
inability to take responsibility for results ultimately resulted in the departure of Sebastien Lalande, id4's
co-founder and CEO. Costs have been further reduced and id4's sales efforts, as highlighted above, are now focused on
BtoB as well as BtoC, thus allowing id4 to work in collaboration with larger, better established software houses that
offer complimentary solutions, but which do not offer an integrated KYC/AML as part of their software.
During the past few months the Board have pursued a number of potential M&A opportunities and have now reduced the
number that fulfil the required criteria for an RTO for a listed entity to two potential candidates.The Board will
update on discussions during Q3 2023.
Duncan Soukup
Chairman
4 July 2023
Directors Report
The Directors present their report and the audited financial statements for the period ended 31 December 2022.
BUSINESS REVIEW AND PRINCIPAL ACTIVITIES
Anemoi International Ltd (the "Company") is a British Virgin Island ("BVI") International business company ("IBC"),
incorporated and registered in the BVI on 6 May 2020.
DIRECTORS AND DIRECTORS' INTERESTS
id4 AG was formed as part of the merger of the former id4 AG ("id4") with and into its parent, Apeiron Holdings AG on
14 September 2021. id4 was incorporated and registered in the Canton of Lucerne in Switzerland in April 2019 whilst
Apeiron Holdings AG was incorporated and registered in December 2018. Following the merger, Apeiron Holdings AG was
renamed id4 AG.
The Directors of the Company who held office during the year and to date, including details of their interest in the
share capital of the Company, are as follows:
Name
Date Appointed Date Resigned Shares held
Executive Director
C Duncan Soukup 6 May 2020 7,925,142
T Donell 17 December 2021 21 October 2022 -
R Schimmel 17 December 2021 28 February 2022 -
Non-Executive Directors
14 August 2020
-
5 July 2021
Gareth Edwards Luca Tomasi Kenneth Morgan T Donell 7 February 2022 -
24 May 2022
-
21 October 2022
Company Secretary Charles Duncan Soukup
Registered Agent Hatstone Trust Company (BVI) Limited, Folio
Chambers, PO Box 800,Road Town, Tortola, British Virgin Islands
Registered Office Folio Chambers, PO Box 800, Road Town,
Tortola, British Virgin Islands
Auditor RPG Crouch Chapman LLP, 5th Floor, 14-16 Dowgate Hill,
London EC4R 2SU RELATED PARTY TRANSACTIONS
Details of all related party transactions are set out in note 16
to the financial statements. OPERATIONAL RISKS
The directors recognise that commercial activities invariably
involve an element of risk. A number of the risks to which the
business is exposed, such as the condition of the UK and Swiss
domestic economies in relation to asset management and investment
in systems, are beyond the Company's influence. However, such risk
areas are monitored and appropriate mitigating action, such as
reviewing the substance and timing of the Company's operational
plans, is taken wherever
practicable in response to significant changes. The directors
consider the risk areas the Company is exposed to in the light of
prevailing economic conditions and the risk areas set out in this
section are subject to review.
In relation to asset management, the Company's approach to risk
reflects the Company's granular business model and position in the
market and involves the expertise of its directors, management and
third-party advisers. Operational progress and key investment and
disposal decisions are considered in regular management team
meetings as well as being subject to informal peer review.
Higher level risks and financial exposures are subject to
constant monitoring. Major investment and disposal decisions are
subject to review by the directors in accordance with a protocol
set by the Board.
The Company is dependent upon the Directors, and in particular,
Mr C. Duncan Soukup, who serves as the Chairman, to identify
potential acquisition opportunities and to execute any acquisition.
The unexpected loss of the services of Mr Soukup or the other
Directors could have a material adverse effect on the Company's
ability to identify potential acquisition opportunities and to
execute an acquisition.
The Company may invest in or acquire unquoted companies, joint
ventures or projects which, amongst other things, may be leveraged,
have limited operating histories, have limited financial resources
or may require additional capital. FINANCIAL RISKS
Details of the financial instrument risks and strategy of the
Company are set out in note 18. RISKS AND UNCERTAINTIES
A summary of the key risks and mitigation strategies is
below:
Risk Mitigation
Insufficient cash resources to meet liabilities, Short term and annual business plans are prepared and
1. continue as a going concern and finance key are reviewed on an ongoing basis.
projects.
Loss of key management/staff resulting in failure Regular review of both the Board's and key
2. to identify and secure potential investment management's abilities. Review of salaries and
opportunities and meet contractual requirements. benefits including long term incentives and ongoing
communication with key individuals.
Failure to maintain strong and effective relations The Board and senior management seek to establish and
3. with key stakeholders in investments resulting in maintain an open and transparent dialogue with key
loss of contracts or value. stakeholders.
Key management are professionally qualified. In
4. Failure to comply with law and regulations in the addition the Company appoints relevant professional
jurisdictions in which we operate. advisers (legal, tax, accounting etc) in the
jurisdictions in which we operate.
The Group is currently poised to take advantage of
Significant changes in the political environment, disruption to the global economy with a low cost base
including the impact of the conflict in Ukraine,, and flexibility to scale up as and when the economy
5. results in loss of resources/market and/or recovers.
business failure.
Increased focus on compliance within the financial
investment world will benefit the company long term. DIRECTORS' RESPONSIBILITIES
The Directors have elected to prepare the financial statements
for the Company in accordance with UK Adopted International
Accounting Standards ("IFRS").
The Directors are responsible for keeping proper accounting
records which disclose with reasonable accuracy at any time the
financial position of the Company, for safeguarding the assets and
for taking reasonable steps for the prevention and detection of
fraud and other irregularities.
International Accounting Standard 1 requires that financial
statements present fairly for each financial period the Company's
financial position, financial performance and cash flows. This
requires the faithful representation of the effects of
transactions, other events and conditions in accordance with the
definitions and recognition criteria for assets, liabilities,
income and expenses set out in the International Accounting
Standards Board's 'Framework for the preparation and presentation
of financial statements'. In virtually all circumstances, a fair
presentation will be achieved
by compliance with all applicable International Financial
Reporting Standards as adopted by the United Kingdom. A fair
presentation also requires the Directors to:
-- select and apply appropriate accounting policies;
-- present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
-- provide additional disclosures when compliance with the
specific requirements in UK adopted IFRSs is insufficient to enable
users to understand the impact of particular transactions, other
events and conditions onthe entity's financial position and
financial performance; and
-- prepare the financial statements on the going concern basis
unless it is inappropriate to presume thatthe Company will continue
in business.
All of the current Directors have taken all the steps that they
ought to have taken to make themselves aware of any information
needed by the Company's auditors for the purposes of their audit
and to establish that the auditors are aware of that
information.The Directors are not aware of any relevant audit
information of which the auditors are unaware.
The financial statements are published on the Group's website.
The maintenance and integrity of the Group's website is the
responsibility of the Directors. The Directors' responsibility also
extends to the ongoing integrity of the financial statements
contained therein. AGM
The Annual General Meeting was held at Anjuna, 28 Avenue de la
Liberté, 06360 Éze France on 29 June 2023 at 11.30 (CEST).
AUDITORS
A resolution to confirm the appointment of RPG Crouch Chapman as
the Company's auditors was submitted to the shareholders at the
Annual General Meeting. Approved by the Board and signed on its
behalf by
C.Duncan Soukup
Chairman 04 July 2023
Anemoi International Ltd ("Anemoi" or the "Company") is a
company registered on the Main Market of the London Stock
Exchange.
The Company is subject to, and complies with, the relevant
Financial Conduct Authority's ("FCA") Listing Rules ("Listing
Rules"), the Market Abuse Regulation and the Disclosure Guidance
and Transparency Rules of the Financial Conduct Authority.
On 17 December 2021 the Company confirmed its shares were
re-admitted to trading on the London Stock Exchange's main
market.The Board recognises the importance and value for the
Company and its shareholders of good corporate governance. The
Company Statement on Corporate Governance is in full below. BOARD
OVERVIEW
In formulating the Company's corporate governance framework, the
Board of Directors have reviewed the principles of good governance
set out in the QCA code (the Corporate Governance Code for Small
and Mid- Sized Quoted Companies 2018 published by the Quoted
Companies Alliance) so far as is practicable and to the extent they
consider appropriate with regards to the Company's size, stage of
development and resources. However, given the modest size and
simplicity of the Company, at present the Board of Directors do not
consider it necessary to adopt the QCA code in its entirety but
does apply the principles, as set out below.
The purpose of corporate governance is to create value and
long-term success of the Group through entrepreneurism, innovation,
development and exploration as well as provide accountability and
control systems to mitigate risks involved. COMPOSITION OF THE
BOARD AND BOARD COMMITTEES
As at the date of this report, the Board of Anemoi International
Ltd comprises of one Executive Director and three Non- Executive
Directors. BOARD BALANCE
The current Board membership provides a balance of industry and
financial expertise which is well suited to the Group's activities.
This will be monitored and adjusted to meet the Group's
requirements. The Board is supported by the Audit Committee,
Remuneration Committee and Regulatory Compliance Committee, all of
which have the necessary character, skills and knowledge to
discharge their duties and responsibilities effectively.
Further information about each Director may be found on the
Company's website at https://anemoi-international.com/
investor-relations/board-of-directors/. The Board seeks to ensure
that its membership has the skills and experience that it requires
for its present and future business needs.
The Board has a procedure allowing Directors to seek independent
professional advice in furtherance of their duties, at the
Company's expense. RE-ELECTION OF DIRECTORS
In line with the QCA Code, all Directors are subject to re-
election each year, subject to satisfactory performance. BOARD AND
COMMITTEE MEETINGS
The Board meets sufficiently regularly to discharge its duties
effectively with a formal schedule of matters specifically reserved
for its decision.
Due to the short period of time following the completion of the
re-listing and the period end, the Board as it stands did not need
to meet. However during the period prior to the relisting and the
previous Board composition the Board met on a number of occasions
in order to conduct the activity required of the business:
Director Meetings attended
Duncan Soukup 3
Tim Donell 3
Luca Tomasi 3
Kenneth Morgan 3 AUDIT COMMITTEE
During the financial period to 31 December 2022, the Audit
Committee consisted of Luca Tomasi (Chairman) and one other
director.
The key functions of the audit committee are for monitoring the
quality of internal controls and ensuring that the financial
performance of the Group is properly measured and reported on and
for reviewing reports from the Company's auditors relating to the
Company's accounting and internal controls, in all cases having due
regard to the interests of Shareholders. The Committee has formal
terms of reference.
Former auditor, Jeffreys Henry LLP unexpectedly resigned in
December 2022. In the first quarter of 2023 therefore, the Group
experienced a delay in the audit process. New auditor, RPG Crouch
Chapman, was appointed on 19 April 2023.The Company has indicated
its independence to the Board. At present, the Group does not have
an internal audit function. However, the committee believes that
management has been
able to gain assurance as to the adequacy and effectiveness of
internal controls and risk management procedures. There is no
policy held on auditor rotation. REMUNERATION COMMITTEE
During the financial period to 31 December 2022, the
Remuneration Committee consisted of Luca Tomasi and one other
director. It is responsible for determining the remuneration and
other benefits, including bonuses and share based payments, of the
Executive Directors, and for reviewing and making recommendations
on the Company's framework of executive remuneration.The Committee
has formal terms of reference.
The remuneration committee is a committee of the Board. It is
primarily responsible for making recommendations to the Board on
the terms and conditions of service of the executive Directors,
including their remuneration and grant of options. STATEMENT ON
CORPORATE GOVERNANCE
The corporate governance framework which Anemoi has implemented,
including in relation to board leadership and effectiveness,
remuneration and internal control, is based upon practices which
the board believes are proportionate to the risks inherent to the
size and complexity of Anemoi's operations.
The Board considers it appropriate to adopt the principles of
the Quoted Companies Alliance Corporate Governance Code ("the QCA
Code") published in April 2018.The extent of compliance with the
ten principles that comprise the QCA Code, together with an
explanation of any areas of non-compliance, and any steps taken or
intended to move towards full compliance, are set out below: 1.
Establish a strategy and business model which promote long-term
value for shareholders
The Company is a Holding Company which has in the past and will
in the future seek to acquire assets which in the opinion of the
Board should generate long term gains for its shareholders.The
current strategy and business operations of the Company are set out
in the Chairman's Statement on page 4. Shareholders and potential
investors must realise that the objectives set out in that document
are simply that; "objectives" and that the Company may without
prior notification change these objectives based upon opportunities
presented to the Board or market conditions.
The Group's strategy and business model and amendments thereto,
are developed by the Executive Chairman and his senior management
team, and approved by the Board. The management team, led by the
Executive Chairman, is responsible for implementing the strategy
and overseeing management of the business at an operational
level.
The Board is actively considering a number of opportunities and,
ultimately, the Directors believe that this approach will deliver
long-term value for shareholders. In executing the Group's
strategy, management will seek to mitigate/hedge risk whenever
possible.
As a result of the Board's view of the market, the Board has
adopted a two-pronged approach to future investments: 1.
Opportunistic: where an acquisition or investment exists because of
price dislocation (the price of a stock collapses but fundamentals
are unaffected) or where the Board identifies a special "off
market" opportunity; 2. Finance: The Board seeks opportunities in
the FinTech sector.
The above outlined strategy is subject to change depending on
the Board's findings and prevailing market conditions 2. Seek to
understand and meet shareholder needs and expectations
The Board believes that the Annual Report and Accounts, and the
Interim Report published at the half-year, play an important part
in presenting all shareholders with an assessment of the Group's
position and prospects. All reports and press releases are
published in the Investor Relations section of the Company's
website. 3. Take into account wider stakeholder and social
responsibilities and their implications for long-termsuccess
The Group is aware of its corporate social responsibilities and
the need to maintain effective working relationships across a range
of stakeholder groups. These include the Group's consultants,
employees, partners, suppliers, regulatory authorities and entities
with whom it has contracted. The Group's operations and working
methodologies take account of the need to balance the needs of all
of these stakeholder groups while maintaining focus on the Board's
primary responsibility to promote the success of the Group for the
benefit of its members as a whole. The Group endeavours to take
account of feedback received from stakeholders, making amendments
where appropriate and where such amendments are consistent with the
Group's longer term strategy.
The Group takes due account of any impact that its activities
may have on the environment and seeks to minimise this impact
wherever possible. Through the various procedures and systems it
operates, the Group ensures full compliance with health and safety
and environmental legislation relevant
to its activities. The Group's corporate social responsibility
approach continues to meet these expectations. 4. Embed effective
risk management, considering both opportunities and threats,
throughout the organisation
The Board is responsible for the systems of risk management and
internal control and for reviewing their effectiveness. The
internal controls are designed to manage and whenever possible
minimise or eliminate risk and provide reasonable but not absolute
assurance against material misstatement or loss. Through the
activities of the Audit Committee, the effectiveness of these
internal controls is reviewed annually.
A budgeting process is completed once a year and is reviewed and
approved by the Board. The Group's results, compared with the
budget, are reported to the Board on a regular basis.
The Group maintains appropriate insurance cover in respect of
actions taken against the Directors because of their roles, as well
as against material loss or claims against the Group. The insured
values and type of cover are comprehensively reviewed on a periodic
basis.
The senior management team meet regularly to consider new risks
and opportunities presented to the Group, making recommendations to
the Board and/or Audit Committee as appropriate.
The Board has an established Audit Committee.
The Company receives comments from its external auditors on the
state of its internal controls.
The more significant risks to the Group's operations and the
management of these have been disclosed in the Director's Report on
page 5. 5. Maintain the Board as a well-functioning, balanced team
led by the Chair
The Board currently comprises three non-executive Directors, and
an Executive Chairman. Directors' biographies are set out in the
Board of Directors section of the Company's website.
All of the Directors are subject to election by shareholders at
the first Annual General Meeting after their appointment to the
Board and will continue to seek re-election every year.
The Board is responsible to the shareholders for the proper
management of the Group and, in normal circumstances, meets at
least four times a year to set the overall direction and strategy
of the Group, to review operational and financial performance and
to advise on management appointments.
The Board considers itself to be sufficiently independent.The
QCA Code suggests that a board should have at least two independent
Non-executive Directors. Both of the Non- executive Directors who
sat on the Board of the Company at the year-end are regarded as
independent under the QCA Code's guidance for determining such
independence.
Non-executive Directors receive their fees in the form of a
basic cash fee based on attendance at board calls and board
meetings. Directors are eligible for bonuses. The current
remuneration structure for the Board's Non-executive Directors is
deemed to be proportionate. 6. Ensure that between them, the
directors have the necessary up-to-date experience, skills and
capabilities
The Board considers that the Non-executive Directors are of
sufficient competence and calibre to add strength and objectivity
to its activities, and bring considerable experience in technical,
operational and financial matters.
The Company has put in place an Audit Committee as well as a
Remuneration Committee.
The Board regularly reviews the composition of the Board to
ensure that it has the necessary breadth and depth of skills to
support the on-going development of the Group.
The Chairman requires that the Directors' knowledge is kept up
to date on key issues and developments pertaining to the Group, its
operational environment and to the Directors' responsibilities as
members of the Board. During the course of the year, Directors
received updates from various external advisers on a number of
regulatory and corporate governance matters.
Directors' service contracts or appointment letters make
provision for a Director to seek personal advice in furtherance of
his or her duties and responsibilities. 7. Evaluate Board
performance based on clear and relevant objectives, seeking
continuous improvement
The Board's performance is measured by the success of the
Company's acquisitions and investments and the returns that they
generate for shareholders and in comparison to peer group
companies. This performance is presented in the Group's monthly
management accounts and reported, discussed and reviewed with the
Board regularly 8. Promote a corporate culture that is based on
ethical values and behaviours
The Board seeks to maintain the highest standards of integrity
and probity in the conduct of the Group's operations. These values
are enshrined in the written policies and working
practices adopted by all employees in the Group. An open culture
is encouraged within the Group. The management team regularly
monitors the Group's cultural environment and seeks to address any
concerns than may arise, escalating these to Board level as
necessary.
The Group is committed to providing a safe environment for its
staff and all other parties for which the Group has a legal or
moral responsibility in this area.
Anemoi has a strong ethical culture, which is promoted by the
actions of the Board and management team. The Group has an
anti-bribery policy and would report any instances of
non-compliance to the Board. The Group has undertaken a review of
its requirements under the General Data Protection Regulation,
implementing appropriate policies, procedures and training to
ensure it is compliant. 9. Maintain governance structures and
processes that are fit for purpose and support good decision-making
bythe Board
The Board has overall responsibility for promoting the success
of the Group. The Chairman has day-to-day responsibility for the
operational management of the Group's activities. The non-executive
Directors are responsible for bringing independent and objective
judgment to Board decisions. Matters reserved for the Board include
strategy, investment decisions, corporate acquisitions and
disposals.
There is a clear separation of the roles of Executive Chairman
and Non-executive Directors. The Chairman is responsible for
overseeing the running of the Board, ensuring that no individual or
group dominates the Board's decision-making and ensuring the
Non-executive Directors are properly briefed on matters. Due to its
current size, the Group does not require nor bear the cost of a
chief executive.
The Chairman has overall responsibility for corporate governance
matters in the Group but does not chair any of the Committees.The
Chairman also has the responsibility for implementing strategy and
managing the day-to-day business activities of the Group. The
Chairman is also responsible for ensuring that Board procedures are
followed and applicable rules and regulations are complied
with.
The Audit Committee normally meets at least once a year and has
responsibility for, amongst other things, planning and reviewing
the annual report and accounts and interim statements involving,
where appropriate, the external auditors.The Committee also
approves external auditors' fees and ensures the auditors'
independence as well as focusing on compliance with legal
requirements and accounting standards. It is also responsible for
ensuring that an effective system of internal control is
maintained. The ultimate responsibility for reviewing and approving
the annual financial statements and interim statements remains with
the Board.
A summary of the work of the Audit Committee undertaken in the
year ended 31 December 2022 is set out above. The Committee has
formal terms of reference, which are set out in the Board of
Directors section of the Company's website.
The Remuneration Committee, which meets as required, but at
least once a year, has responsibility for making recommendations to
the Board on the compensation of senior executives and determining,
within agreed terms of reference, the specific remuneration
packages for each of the Directors. It also supervises the
Company's share incentive schemes and sets performance conditions
for share options granted under the schemes.
A summary of the work of the Remuneration Committee undertaken
in the year ended 31 December 2022 is set out above.The Committee
has formal terms of reference.
The Directors believe that the above disclosures constitute
sufficient disclosure to meet the QCA Code's requirement for a
Remuneration Committee Report. Consequently, a separate
Remuneration Committee Report is not presented in the Group's
Annual Report. 10. Communicate how the Group is governed and is
performing by maintaining a dialogue with shareholders andother
relevant stakeholders
The Board believes that the Annual Report and Accounts, and the
Interim Report published at the half-year, play an important part
in presenting all shareholders with an assessment of the Group's
position and prospects. The Annual Report includes a Corporate
Governance Statement which refers to the activities of both the
Audit Committee and Remuneration Committee. All reports and press
releases are published in the Investor Relations section of the
Group's website.
The Group's financial reports and notices of General Meetings of
the Company can be found in the Reports and Documents section of
the Company's website. The results of voting on all resolutions in
future general meetings will be posted to this website, including
any actions to be taken as a result of resolutions for which votes
against have been received from at least 20 per cent of independent
shareholders. C.Duncan Soukup
Chairman
04 July 2023 OPINION
We have audited the financial statements of Anemoi International
Limited and its subsidiaries (the 'Group') for the year ended 31
December 2022 which comprise the Consolidated Statement of Income,
Consolidated Statement of Comprehensive Income, Consolidated
Statement of Financial Position, Consolidated Statement of Cash
Flows, Consolidated Statement of Changes in Equity, and notes to
the financial statements, including a summary of significant
accounting policies. The financial reporting framework that has
been applied in their preparation is applicable law and
International Financial Reporting Standards as adopted in the
United Kingdom (IFRS).
In our opinion, the financial statements:
-- give a true and fair view of the state of the Group's affairs
as at 31 December 2022 and of the Group's loss for the year then
ended;
-- have been properly prepared in accordance with IFRS. BASIS
FOR OPINION
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor's responsibilities for the audit of the financial
statements section of our report.We are independent of the group in
accordance with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including the FRC's
Ethical Standard as applied to listed entities, and we have
fulfilled our other ethical responsibilities in accordance with
these requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our
opinion. CONCLUSIONS RELATING TO GOING CONCERN
In auditing the financial statements, we have concluded that the
directors' use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
Our evaluation of the Directors' assessment of the entity's
ability to continue to adopt the going concern basis of accounting
included review of the expected cashflows for a period of 12 months
from the reporting date compared with the liquid assets held by the
Group. Based on the work we have performed, we have not identified
any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
Group's ability to continue as a going concern for a period of at
least twelve months from when the financial statements are
authorised for issue.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report. OUR APPROACH TO THE AUDIT
In planning our audit, we determined materiality and assessed
the risks of material misstatement in the financial statements. In
particular, we looked at where the directors made subjective
judgements, for example in respect of significant accounting
estimates. As in all of our audits, we also addressed the risk of
management override of internal controls, including evaluating
whether there was evidence of bias by the directors that
represented a risk of material misstatement due to fraud.
We tailored the scope of our audit to ensure that we performed
sufficient work to be able to issue an opinion on the financial
statements as a whole, taking into account the structure of the
group and the parent company, the accounting processes and
controls, and the industry in which they operate. KEY AUDIT
MATTERS
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement we identified (whether or
not due to fraud), including those which had the greatest effect
on: the overall audit strategy; the allocation of resources in the
audit; and directing the efforts of the engagement team.The matter
identified was addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
OUR APPLICATION OF MATERIALITY We consider gross assets to be the
most significant determinant of the Group's financial performance
used by the users of the financial statements. We have based
materiality on 1.5% of gross assets for each of the operating
components. Overall materiality for the Group was therefore set at
GBP0.1m. For each component, the materiality set was lower than the
overall group materiality.
We agreed with the Audit Committee that we would report on all
differences more than 5% of materiality relating to the Group
financial statements. We also report to the Audit Committee on
financial statement disclosure matters identified when assessing
the overall consistency and presentation of the consolidated
financial statements. OTHER INFORMATION
The directors are responsible for the other information. The
other information comprises the information included in the annual
report, other than the financial statements and our auditor's
report thereon. Our opinion on the financial statements does not
cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of
assurance conclusion thereon. In connection with our audit of the
financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other
information is materially inconsistent with the financial
statements or our knowledge obtained in the audit or otherwise
appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required
to determine whether there is a material misstatement in the
financial statements or a material misstatement of the other
information. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we
are required to report that fact. We have
We apply the concept of materiality both in planning and
performing our audit, and in evaluating the effect of
misstatements. We consider materiality to be the magnitude by which
misstatements, including omissions, could influence the economic
decisions of reasonable users that are taken on the basis of the
financial statements.
In order to reduce to an appropriately low level the probability
that any misstatements exceed materiality, we use a lower
materiality level, performance materiality, to determine the extent
of testing needed. Importantly, misstatements below these levels
will not necessarily be evaluated as immaterial as we also take
account of the nature of identified misstatements, and the
particular circumstances of their occurrence, when evaluating their
effect on the financial statements as a whole. nothing to report in
this regard. RESPONSIBILITIES OF DIRECTORS
As explained more fully in the directors' responsibilities
statement set out on page 7 the directors are responsible for the
preparation of the financial statements and for being satisfied
that they give a true and fair view, and for such internal control
as the directors determine is necessary to enable the preparation
of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the group's and the parent company's
ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the
going concern basis of accounting unless the directors either
intend to liquidate the group or the parent company or to cease
operations, or have no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the
Group's financial reporting process. AUDITOR'S RESPONSIBILITIES FOR
THE AUDIT OF THE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue our
opinion in an auditor's report. Reasonable assurance is a high
level of assurance, but does not guarantee that an audit conducted
in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in aggregate,
they could reasonably be expected to influence the economic
decisions of users taken on the basis of the financial
statements.
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including
fraud, is detailed below:
-- We obtained an understanding of the legal and regulatory
frameworks within which the Groupoperates focusing on those laws
and regulations that have a direct effect on the determination of
material amounts and disclosures in the financial statements.
-- We identified the greatest risk of material impact on the
financial statements fromirregularities, including fraud, to be the
override of controls by management. Our audit procedures to respond
to these risks included enquiries of management about their own
identification and assessment of the risks of irregularities,
sample testing on the posting of journals and reviewing accounting
estimates for biases.
Because of the inherent limitations of an audit, there is a risk
that we will not detect all irregularities, including those leading
to a material misstatement in the financial statements or
non-compliance with regulation. This risk increases the more that
compliance with a law or regulation is removed from the events and
transactions reflected in the financial statements, as we will be
less likely to become aware of instances of non-compliance.The risk
is also greater regarding irregularities occurring due to fraud
rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation. A further
description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website
at: www.frc.org.uk/auditorsresponsibilities. This description forms
part of our Auditor's Report. OTHER MATTERS THAT WE ARE REQUIRED TO
ADDRESS
We were appointed on 19 April 2023 and this is the first year of
our engagement as auditors for the Group.
We confirm that we are independent of the Group and have not
provided any prohibited non-audit services, as defined by the
Ethical Standard issued by the Financial Reporting Council.
Our audit report is consistent with our additional report to the
Audit Committee explaining the results of our audit. USE OF OUR
REPORT
This report is made solely to the Group's members, as a body.
Our audit work has been undertaken so that we might state to the
Group'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 Group and the Group's members, as a body, for
our audit work, for this report, or for the opinions we have
formed.
(Senior Statutory Auditor) For and on behalf of RPG Crouch
Chapman LLP
Chartered Accountants Registered Auditor
5th Floor, 14-16 Dowgate Hill London
EC4R 2SU
4 July 2023 CONSOLIDATED STATEMENT OF INCOME for the year ended
31 December 2022
2022 2021
Note GBP GBP
Continuing Operations
Revenue 3 137,288 5,603
Cost of sales (60,765) (3,525)
Gross profit / (loss) 76,523 2,078
Administrative expenses excluding exceptional costs (750,192) (160,880)
Exceptional administration costs 5 (58,166) (445,796)
Total administrative expenses (808,358) (606,676)
Operating loss before depreciation (731,835) (604,598)
Depreciation and Amortisation 9 (95,994) (3,874)
Impairment - -
Operating loss (827,829) (608,472)
Net financial income/(expense) 6 (504) 4,942
Share of profits of associated entities 15 4,541 -
Profit/(loss) before taxation (823,792) (603,530)
Taxation (685) -
Profit/(loss) for the period (824,477) (603,530)
Earnings per share - GBP (using weighted average number of shares)
Basic and Diluted (0.01) (0.02)
Basic and Diluted 8 (0.01) (0.02)
The notes on pages 20 to 30 form an integral part of this financial information.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 December 2022
2022 2021
GBP GBP
Profit for the financial year (824,477) (603,530)
Other comprehensive income:
Exchange differences on re-translating foreign operations 171,836 (11,779)
Total comprehensive income (652,641) (615,309)
Attributable to:
Equity shareholders of the parent (652,641) (615,309)
Total Comprehensive income (652,641) (615,309)
The notes on pages 20 to 30 form an integral part of this financial information.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
for the year ended 31 December 2022
2022 2021
Note GBP GBP
Assets
Non-current assets
Goodwill 9 1,462,774 1,462,774
Intangible assets 9 1,482,645 1,299,266
Property, plant and equipment 9 10,406 10,146
Investments in associated entities 15 4,541 -
Total non-current assets 2,960,366 2,772,186
Current assets
Trade and other receivables 10 386,005 628,636
Cash and cash equivalents 11 2,189,610 2,734,633
Total current assets 2,575,615 3,363,269
Liabilities
Current liabilities
Trade and other payables 12 652,057 729,724
Total current liabilities 652,057 729,724
Net current assets 1,923,558 2,633,545
Net assets 4,883,924 5,405,731
Shareholders' Equity
Share capital 14 117,750 117,750
Share premium 5,773,031 5,768,771
Preference shares 14 246,096 246,096
Other Reserves 13 70,070 74,330
Foreign exchange reserve 300,281 (2,389)
Retained earnings (1,623,304) (798,827)
Total shareholders' equity 4,883,924 5,405,731
Total equity 4,883,924 5,405,731
The notes on pages 20 to 30 form an integral part of this financial information.
These financial statements were approved and authorised by the board on 04 July
2023.Signed on behalf of the board by: C. Duncan Soukup
Chairman CONSOLIDATED STATEMENT OF CASH FLOWS
as at 31 December 2022
2022 2021
Notes
GBP GBP
Cash flows from operating activities
Operating profit/(loss) (827,829) (608,472)
Increase/(decrease) in trade and other receivables 242,631 -
(Decrease)/increase in trade and other payables (77,607) (47,914)
Net exchange differences (130,723) 19,688
Depreciation and amortisation 9 95,994 3,874
Cash generated by operations (697,534) (632,824)
Taxation (685) -
Net cash flow from operating activities (698,219) (632,824)
Cash flows from investing activities
Sale/(purchase) of intangible assets (149,371) -
Acquisition of subsidiary - 18,333
Net cash flow in investing activities - continuing operations (149,371) 18,333
Cash flows from financing activities
Interest Paid (42) (14,632)
Repayment of loans and borrowings (60) -
Issue of ordinary share capital - 2,415,000
Parent company loan issuance/(repayment) - 81,893
Net cash flow from financing activities (102) 2,482,261
Net increase in cash and cash equivalents (847,692) 1,867,770
Cash and cash equivalents at the start of the period 2,734,633 878,642
Effects of foreign exchange rate changes 302,669 (11,779)
Cash and cash equivalents at the end of the period 2,189,610 2,734,633
The notes on pages 20 to 30 form an integral part of this financial information. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY for the year ended 31 December 2022
Attributable to owners of the Company
Foreign Total
Share Share Preference Other Exchange Retained Shareholders
Capital Premium Reserves Reserves Earnings
Shares Equity
GBP GBP GBP GBP GBP
GBP GBP
Balance as at 31 December 2020 804,855 - - 74,330 9,390 (195,297) 693,278
Issuance of Preference shares - - 246,096 - - - 246,096
Conversion of Share Capital to (1,018,479) 1,018,479 - - - - -
par value
Acquisition of Subsidiary 50,386 2,616,280 - - - - 2,666,666
Issuance of Share Capital 280,988 2,134,012 - - - - 2,415,000
Foreign Exchange on translation - - - - (11,779) - (11,779)
Total comprehensive income for - - - - - (603,530) (603,530)
the period
Balance as at 31 December 2021 117,750 5,768,771 246,096 74,330 (2,389) (798,827) 5,405,731
Other Reserves - Options - 4,260 - (4,260) - - -
Foreign Exchange on translation - - - - 302,670 - 302,670
Total comprehensive income for - - - - - (824,477) (824,477)
the period
Balance as at 31 December 2022 117,750 5,773,031 246,096 70,070 300,281 (1,623,304) 4,883,924
The notes on pages 20 to 30 form an integral part of this
financial information. 1. GENERAL INFORMATION
Anemoi International Ltd (the "Company") is a British Virgin
Island ("BVI") International business company ("IBC"), incorporated
and registered in the BVI on 6 May 2020.
id4 AG is a wholly owned subsidiary of Anemoi and was formed as
part of the merger of the former id4 AG ("id4") with and into its
parent, Apeiron Holdings AG on 14 September 2021. id4 was
incorporated and registered in the Canton of Lucerne in Switzerland
in April 2019 whilst Apeiron Holdings AG was incorporated and
registered in December 2018. Following the merger, Apeiron Holdings
AG was renamed id4 AG.
On the 17th December 2021, the entire share capital of id4 AG
was purchased by Anemoi International Ltd.
Id4 CLM (UK) Ltd is a wholly owned subsidiary of Anemoi,
incorporated on 26 November 2021 in England and Wales. Id4 CLM (UK)
Ltd is a private limited company, limited by shares. 2. ACCOUNTING
POLICIES
The Group financial statements consolidate those of the Company
and its subsidiaries (together referred to as the "Group"). The
Group prepares its accounts in accordance with applicable UK
Adopted International Accounting Standards "IFRS".
The financial statements are expressed in GBP.
The principal accounting policies are summarised below. They
have been applied consistently throughout the period covered by
these financial statements 2.1. FUNCTIONAL CURRENCY
The presentational currency of the financial statements is GBP,
whereas the functional currency of the Group is US Dollars.
Transactions in foreign currencies are initially recorded in the
functional currency by applying the spot exchange rate on the date
of the transaction. Monetary assets and liabilities denominated in
foreign currencies are retranslated into the presentational
currency at the spot exchange rate on the balance sheet date. Any
resulting exchange differences are included in the statement of
comprehensive income. Non-monetary assets and liabilities, other
than those measured at fair value, are not retranslated subsequent
to initial recognition. 2.2. CHANGES IN ACCOUNTING POLICIES AND
DISCLOSURES
The Group changed to UK Adopted International Accounting
Standards for the year ended 31 December 2021 onwards from
International Financial Reporting Standards (IFRSs) as adopted by
the European Union for the year ended 31 December 2020.
Standards issued but not yet effective: There were a number of
standards and interpretations which were in issue during the
current period but were not effective at that date and have not
been adopted for these Financial Statements. The Directors have
assessed the full impact of these accounting changes on the
Company. To the extent that they may be applicable, the Directors
have concluded that none of these pronouncements will cause
material adjustments to the Group's Financial Statements.They may
result in consequential changes to the accounting policies and
other note disclosures.The new standards will not be early adopted
by the Group and will be incorporated in the preparation of the
Group Financial Statements from the effective dates noted
below.
The new standards include:
IFRS 17 Insurance contracts 1
IAS 1 Presentation of financial statements and IFRS Practice
Statement 2 1 IAS 8 Accounting policies, changes in accounting
estimates and errors 1 IAS 12 Income Taxes 1
IFRS 7 Financial Instruments: Disclosures (Supplier Finance
Arrangements (Amendments to IAS 7 and IFRS 7)) 2 IFRS 16 Leases
(Amendment - to clarify how a seller-lessee subsequently measure
sale and leaseback transactions) 2 IAS 1
Presentation of financial statements (Amendment - Classification
of Liabilities as Current or Non-Current) 2 IAS 1 Presentation of
financial statements (Amendment - Non-current Liabilities with
Covenants) 2 1. Effective for annual periods beginning on or after
1 January 2023 2. Effective for annual periods beginning on or
after 1 January 2024 2.3. JUDGEMENT AND ESTIMATES
The preparation of financial statements in conformity with IFRS
requires the Directors to make judgements, estimates and
assumptions that affect the application of policies and reported
amounts of assets, liabilities, income and expenses. The estimates
and associated assumptions are based on historical experience and
various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis of making the
judgements about carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ
from these estimates.
The estimates and underlying assumptions are reviewed on an
ongoing basis. Revisions to accounting estimates are recognised in
the period in which the estimate is revised if the revision affects
only that period, or in the period of the revision and future
periods if the revision affects both current and future
periods.
The key judgement areas relate to the carrying value of
intangible assets which are reviewed annually for indication of
impairment. Deferred consideration as per note 16 is not currently
recognised on the acquisition of .id4. AG. The deferred
consideration is contingent on the meeting of financial targets by
December 2026.The Board is still confident of meeting targets
however the length of time and nature of recurring revenue, which
form much of the financial targets, have suggested that withholding
recognition of deferred consideration until such time as greater
steps toward the targets have been made is the prudent judgement.
2.4. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost less
depreciation and any provision for impairment. Cost includes the
purchase price, including import duties, non-refundable purchase
taxes and directly attributable costs incurred in bringing the
asset to the location and condition necessary for it to be capable
of operating in the manner intended. Cost also includes capitalised
interest on borrowings, applied only during the period of
construction.
Fixed assets are depreciated on a straight-line basis between 3
and 15 years from the point at which the asset is put into use.
2.5. INTANGIBLE ASSETS
GOODWILL
For impairment testing purposes, management considers the
operations of the Group to represent a single cash generating unit
(CGU), providing software and digital solutions to the financial
services industry. The directors have assessed the recoverable
amount of goodwill which in accordance with IAS 36 is the higher of
its value in use and its fair value less costs to sell (fair
value), in determining whether there is evidence of impairment.
The fair value of the CGU as at 31 December 2022 is considered
by the directors to be fairly represented when a discounted cash
flow valuation of detailed forecasts over 5 years in addition to a
subsequent transition period of 3 years before terminal value
assumptions to establish a fair value. Forecasts assumed a discount
rate of 20% and terminal growth rate of 2% respectively.
As such, the directors do not consider there to be any
indication that the goodwill is impaired. DEVELOPMENT COSTS
An intangible asset, which is an identifiable non-monetary asset
without physical substance, is recognised to the extent that it is
probable that the expected future economic benefits attributable to
the asset will flow to the Group and that its cost can be measured
reliably. Such intangible assets are carried at cost less
amortisation. Amortisation is charged to 'Administrative expenses'
in the Statement of Comprehensive Income on a straight-line basis
over the intangible assets' useful economic life.The amortisation
is based on a straight-line method typically over a period of 1-5
years depending on the life of the related asset.
Expenditure on research activities is recognised as an expense
in the period in which it is incurred. Development costs are
capitalised as an intangible asset only if the following conditions
are met:
-- an asset is created that can be identified;
-- it is probable that the asset created will generate future
economic benefit;
-- the development cost of the asset can be measured
reliably;
-- it meets the Group's criteria for technical and commercial
feasibility; and
-- sufficient resources are available to meet the development
costs to either sell or use as an asset. 2.6. TAXATION
The Company is incorporated in the BVI as an IBC and as such is
not subject to tax in the BVI. Id4AG is incorporated in Switzerland
is subject to tax in the Canton of Lucerne. Id4 CLM (UK) Ltd is
incorporated in England and Wales and therefore subject to tax in
the UK. 2.7. FOREIGN CURRENCY
Transactions in currencies other than the entity's functional
currency (foreign currencies) are recorded at the rate of exchange
prevailing on the dates of the transactions. At each reporting
date, monetary assets and liabilities that are denominated in
foreign currencies are retranslated at the rates prevailing on the
financial reporting date. Exchange differences arising are included
in the statement of income for the period.
Year-end GBPUSD exchange rate as at 31 Dec 2022: 1.2103 (2021:
1.3497)
Average GBPUSD exchange rate as at 31 Dec 2022: 1.2800 (2021:
1.3573)
Year-end GBPEUR exchange rate as at 31 Dec 2022: 1.1273 (2021:
1.1925)
Average GBPEUR exchange rate as at 31 Dec 2022: 1.1599 (2021:
1.1528)
Year-end GBPCHF exchange rate as at 31 Dec 2022: 1.1187 (2021:
1.2336)
Average GBPCHF exchange rate as at 31 Dec 2022: 1.1762 (2021:
1.2191) 2.8. BORROWING COSTS
Borrowing costs directly attributable to the acquisition,
construction or production of qualifying assets are added to the
cost of those assets until such a time as the assets are
substantially ready for their intended use or sale. All other
borrowing costs are recognised in profit and loss in the period
incurred. 2.9. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Financial assets and liabilities are recognised on the Group's
statement of financial position when the Group becomes party to the
contractual provisions of the instrument.
Cash and cash equivalents comprise cash in hand and demand
deposits and other short-term highly liquid investments with
maturities of three months or less at inception that are readily
convertible to a known amount of cash and are subject to an
insignificant risk of changes in value.
Trade payables are not interest-bearing and are initially valued
at their fair value and are subsequently measured at amortised
cost.
Equity instruments are recorded at fair value, being the
proceeds received, net of direct issue costs.
Share Capital - Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares
or options are shown in equity as a deduction, net of taxation,
from the proceeds.
Borrowings are initially measured at fair value and are
subsequently measured at amortised cost, plus accrued interest.
2.10. GOING CONCERN
The financial statements have been prepared on the going concern
basis as management consider that the Group will continue in
operation for the foreseeable future and will be able to realise
its assets and discharge its liabilities in the normal course of
business. The Group has fully assessed its financial commitments
and at the year-end had net cash reserves of GBP2.2m.
In arriving at this conclusion management have prepared cash
flow forecasts considering operating cash flows and capital
expenditure requirements for the Group, as well as available
working capital. 3. SEGMENT INFORMATION
Following the acquisition of id4 AG on 17 December 2021 the
Group operated a software services segment as outlined below.
Sale of Sale of
Services* Goods Total
GBP GBP GBP
Revenue 137,288 - 137,288
Based on these segments, the reportable segments under IFRS 8 is
as follows:
Software Sales Other segments Total
GBP GBP GBP
Segment income statement
Revenue 137,288 - 137,288
Expenses (445,813) (419,272) (865,086)
Depreciation/Amortisation (95,994) - (95,994)
Profit/loss before tax (404,519) (419,272) (823,792)
Attributable income tax expense (685) - (685)
Profit/loss for the period (405,204) (419,272) (824,477)
Software Sales Other segments Total
GBP GBP GBP
Segment statement of financial position
Non-current assets 1,493,052 1,467,314 2,960,366
Current assets 299,028 2,276,587 2,575,615
Assets 1,792,080 3,743,901 5,535,981
Current liabilities 930,401 (278,344) 652,057
Liabilities 930,401 (278,344) 652,057
Net assets 861,679 4,022,245 4,883,924
Shareholders' equity 861,679 4,022,245 4,883,924
Total equity 861,679 4,022,245 4,883,924
* Sale of Services refers to SaaS based software sales at id4. 4. OPERATING LOSS FOR THE PERIOD
The operating profit for the year is stated after charging:
2022 2021
GBP GBP
Wages and salaries 353,859 68,323
Social security costs 14,222 3,141
Pension costs 12,961 1,261
Audit fees 46,790 7,137
Legal and professional fees 233,491 50,951
Non audit fees paid to Jeffreys Henry were GBPnil (2021:GBP25k) for acting as reporting accountants.
5. EXCEPTIONAL COSTS
2022 2021
GBP GBP
Exceptional costs
Professional fees relating to id4 merger and SPA 58,166 -
Professional fees relating to Acquisition of id4 AG and Relisting - 445,796
Total Exceptional costs 58,166 445,796
6. NET FINANCIAL EXPENSE
2022 2021
GBP GBP
Bank interest payable (3) 16
Loan interest payable 45 14,616
Foreign currency gains/(losses) 462 (19,574)
504 (4,942)
7. INCOME TAX EXPENSE
2022 2021
GBP GBP
Loss before tax (823,792) (603,530)
Tax at applicable rates (685) -
Losses carried forward (823,792) (603,530)
Total tax (685) -
The applicable tax rates in relation to the Group's profits are
BVI 0%,Swiss 12.2%, UK 19% (2021: 0%, 12.3% and 19%). Since the
year end, tax rates in the UK have increased to 25% with effect
from 1 April 2023.
8. EARNINGS PER SHARE
2022 2021
GBP GBP
The calculation of earnings per share is based on
the following loss attributable to ordinary shareholders and number of shares: Profit/
(loss) for the period from continuing operations
(824,477) (603,530)
Profit for the period (824,477) (603,530)
Weighted average number of shares of the Company 157,041,665 38,933,104
Earnings per share: Basic and Diluted (GBP)
(0.01) (0.02)
Number of shares outstanding at the period end: 157,041,665 157,041,665
Number of shares in issue
Opening Balance 157,041,665 30,000,000
Issuance of Share Capital - 127,041,665
Basic number of shares in issue 157,041,665 157,041,665
9. NON-CURRENT ASSETS
Plant
Intangible and
Total Goodwill Assets Equipment
2022 2022 2022 2022
Cost GBP GBP GBP GBP
Cost at 1 January 2022 2,791,454 1,462,774 1,316,819 11,861
FX movement 136,520 - 135,302 1,218
2,927,974 1,462,774 1,452,121 13,079
Additions 149,371 - 149,371 -
Acquisition of subsidiary - - - -
Cost at 31 December 2022 3,077,346 1,462,774 1,601,492 13,079
Depreciation/Amortisation
Depreciation/Amortisation at 1 January 19,268 - 17,553 1,715
FX movement 1,980 - 1,804 176
21,248 - 19,357 1,891
Charge for the year on continuing operations 100,272 - 99,490 783
Acquisition of subsidiary - - - -
Depreciation/Amortisation at 31 December 2022 121,521 - 118,847 2,674
Closing net book value at 31 December 2022 2,955,825 1,462,774 1,482,645 10,406 9. NON-CURRENT ASSETS CONTINUED
Plant
Intangible
and Equipment
Total Goodwill Assets
2021 2021 2021 2021
Cost GBP GBP GBP GBP
Cost at 1 January 2021 - - - -
FX movement - - - -
- - - -
Additions 12,848 - 12,848 -
Acquisition of subsidiary 2,778,606 1,462,774 1,303,971 11,861
Cost at 31 December 2021 2,791,454 1,462,774 1,316,819 11,861
Depreciation/Amortisation
Depreciation/Amortisation at 1 January - - - -
FX movement - - - -
- - - -
Charge for the year on continuing operations 3,848 - 3,814 34
Acquisition of subsidiary 15,420 - 13,739 1,681
Depreciation/Amortisation at 31 December 2021 19,268 - 17,553 1,715 Closing net book value at 31 December 2021 2,772,186 1,462,774 1,299,266 10,146
*The variance to the income statement is due to the difference
in exchange between average and closing rates. Plant Property and
Equipment is depreciated over 4 years.
Intangible Assets are amortised over 5 years.
10. TRADE AND OTHER RECEIVABLES
2022 2021
GBP GBP
Receivables 18,032 17,395
Prepayments 73,636 27,154
Other debtors* 294,337 584,087
Total trade and other receivables 386,005 628,636
*Other debtors includes a loan due from Alfalfa AG of CHF
310,000 in relation to an asset purchase from id4 AG prior to the
acquisition by the Company.
11. CASH AND CASH EQUIVALENTS
2022 2021
GBP GBP
Cash in the Statement of Cash Flows 2,189,610 2,734,633
12. TRADE AND OTHER PAYABLES
2022 2021
GBP GBP
Trade creditors 216,172 243,468
Other creditors* 350,822 322,357
Loans payable** - 60
Accruals 85,063 163,839
Total trade and other payables 652,057 729,724
*Other creditors includes a balance owed to Thalassa Holdings
Ltd from the former Apeiron AG. The balance is non-interest bearing
and due to be settled within the following period.
**This is a balance owed to Thalassa Holdings Ltd from the
Company and is settled on periodic basis.
13. SHARE BASED PAYMENTS
Warrants Outstanding 2022 2021
Number of Options Granted 29,950,000 29,950,000
Vesting Period 5 Years 5 Years
Option strike price 3.00p 3.00p
Current share price (at granting date) 3.00p 3.00p
Volatility 10.85% 10.85%
Risk-free interest rate 0.04% 0.04%
Life of Option 5 Years 5 Years
Fair Value USD 95,638 95,638
Fair Value GBP 70,070 70,070
In recognition of Thalassa's upfront capital commitment by way
of the Thalassa Subscription, the Company has executed a warrant
instrument and on Admission issued to Thalassa 29,950,000
warrants.The exercise period for the warrants is 5 years from the
date of Admission and the exercise price for the warrants is the
Subscription Price.
The warrants have been valued at fair value using the
Black-Sholes model.
14. SHARE CAPITAL
As at As at
31 Dec 2022 31 Dec 2021
GBP GBP
Authorised share capital:
Unlimited ordinary shares of USD0.001 each - -
Fully subscribed shares
29,950,000 ordinary shares of USD0.04 each 1,200,000 1,200,000
Exchange rate adjustment 1.3649 1.3649
29,950,000 ordinary shares in GBP 879,185 879,185
Placing 5,999,999 ordinary shares of GBP0.04 240,000 240,000
(1,092,810)
Conversion of shares to par value of USD.0001 at rate of 1.3649 (1,092,810)
Issuance of 66,666,666 shares for acquisition of id4 AG
50,387 50,387
Placing of 54,375,000 shares of USD0.001 Less fair value of options and warrants 40,988 40,988
Total 117,750 117,750
Number Number
of shares of shares
Fully subscribed shares 157,041,665 157,041,665
Issued shares of no par value - -
Total 157,041,665 157,041,665
Under the Company's articles of association, the Board is
authorised to offer, allot, grant options over or otherwise dispose
of any unissued shares. Furthermore, the Directors are authorised
to purchase, redeem or otherwise acquire any of the Company's own
shares for such consideration as they consider fit, and either
cancel or hold such shares as treasury shares.The directors may
dispose of any shares held as treasury shares on such terms and
conditions as they may from time to time determine. Further, the
Company may redeem its own shares for such amount, at such times
and on such notice as the directors may determine, provided that
any such redemption is pro rata to each shareholder's then
percentage holding in the Company.
On the 14th of April 2021, a total of 5,999,999 new DIs (the
"Placing DIs") were placed by at a price of GBP0.04 per Placing DIs
(the "Placing") with existing and new investors ("Placees") raising
gross proceeds of approximately GBP240,000.The Placing DIs
represent Ordinary Shares representing 20 per cent. of the Ordinary
Share capital of the Company prior to the Placing.
On the 16th of August 2021 the Board announced that the par
value of its issued and outstanding ordinary shares of no par value
had changed to USUSD0.001 per Ordinary Share. The total number of
issued shares with voting rights remained unchanged at 35,999,999
Ordinary Shares. Aside from the change in nominal value, the rights
attaching to the Ordinary Shares (including all voting and dividend
rights and rights on a return of capital) remained unchanged.
On the 17th of December 2021, following the acquisition of id4
AG, 66,666,666 New Ordinary Shares of USD0.001 were issued to the
shareholders of id4 in settlement of consideration for the
acquisition and the Company was readmitted to trading on the London
Stock Exchange.
On the 17th of December 2021, alongside the acquisition of id4
AG, 54,375,000 New Ordinary Shares of USD0.001 were issued in a
further placing with existing and new investors, raising a total of
GBP2,175,000.
The following describes the nature and purpose of each reserve
within equity:
Retained Earnings: All other net gains and losses and
transactions with owners (e.g. dividends) not recognised elsewhere
FX Reserves: Gains/losses arising on retranslating the net assets
of overseas operations into the reporting currency.
Share Premium: Amount subscribed for share capital in excess of
nominal value. Other Reserves: Other reserves include the warrants
outstanding, listed in Note 13.
Preference Shares: Shares for which receive preference of
dividends over ordinary shareholders. 15. ASSOCIATED ENTITIES
Athenium Consultancy Ltd, in which the Group owns 30% shares,
was incorporated on 12 October 2021. Movement on interests in
associates can be summarised as follows:
2022 2021
GBP GBP
Cost as at 1 January - -
Additions 4,541 -
4,541 - 16. RELATED PARTY TRANSACTIONS
Thalassa Holdings Ltd, which holds shares in the Company through
its subsidiary Apeiron Holdings BVI is related by common control
through the Chairman, Duncan Soukup. Services incurred are
recharged from Thalassa Holdings Ltd and its subsidiaries, at the
year-end GBP2,894 (2021: GBP360,264) was owed to Thalassa.
The company accrued GBP134,953 for consultancy and
administrative services provided to the Group, by Fleur De Lys Ltd,
a company owned and controlled by the Chairman Duncan Soukup
(GBP2021: GBP19,263). Of this, Mr Soukup received GBP71,000,
leaving an outstanding balance of GBP63,953 for the 2022
period.
Athenium Consultancy Ltd, a company in which the Group owns
shares, invoiced the group for financial and corporate
administration services totalling GBP150,000 for the period (2021:
nil). 17. CAPITAL MANAGEMENT
The Company's capital comprises ordinary share capital and share
premium alongside a reverse takeover reserve, currency adjustment
reserve and retained earnings. The Group's objectives when managing
capital are to provide an optimum return to shareholders over the
short to medium term through capital growth and income whilst
ensuring the protection of its assets by minimising risk. The Group
seeks to achieve its objectives by having available sufficient cash
resources to meet capital expenditure and ongoing commitments.
At 31 December 2022, the Group had capital of GBP4,883,924
(2021: GBP5,405,731).The Group does not have any externally imposed
capital requirements. 18. FINANCIAL INSTRUMENTS
The Group's financial instruments comprise cash and cash
equivalents together with various items such as trade and other
receivables and trade payables etc, that arise directly from its
operations. The fair value of the financial assets and liabilities
approximates the carrying values disclosed in the financial
statements.
The main risks arising from the Group's financial instruments
are foreign exchange risk, credit risk and liquidity risk. FOREIGN
EXCHANGE RISK
The Group undertakes FOREX and asset risk management activities
from time to time to mitigate foreign exchange risk.
An increase in foreign exchange rates of 5% at 31 December 2022
would have decreased the profit and net assets by GBP115,243 (2021:
GBP130,221). A decrease of 5% would have increased profit and net
assets by GBP115,243 (2021:GBP143,928).
At 31 December 2022 30% of the Group's balances were held in CHF
(2021: 38%), 4% in USD (2021: 32%), 66% in GBP (2021:
31%) with 0% in EUR (2021: 1% a short position). CREDIT RISK
Group credit risk is limited at this early stage and not felt to
be an issue with the absence of receivables of loan provisions. The
Group continues to monitor credit risk when assessing opportunities
given the potential for exposure to geopolitical risks and the
possibility of sanctions which could adversely affect the ability
to perform operations. 18. FINANCIAL INSTRUMENTS CONTINUED
LIQUIDITY RISK
The Group's strategy for managing cash is to maximise interest
income whilst ensuring its availability to match the profile of the
Group's expenditure. All financial liabilities are generally
payable within 30 days and do not attract any other contractual
cash flows. Based on current forecasts the Group has sufficient
cash to meet future obligations. The maturity analysis of the trade
and other payables is as follows:
30 days 30-60 days 60-90 days 90+ days Total
31 December 2022
GBP GBP GBP GBP GBP
Finance lease liabilities -
Trade payables 216,172 - - - 216,172
Other payables 7,312 - - 343,510 350,822
Accruals 42,921 - - 42,142 85,063
266,405 - - 385,652 652,057
19. SUBSEQUENT EVENTS
There were no subsequent events. 20. COPIES OF THE FINANCIAL STATEMENTS
The consolidated financial statements are available on the
Group's website: https://anemoi-international.com/ 21. CONTROLLING
PARTIES
There is no one controlling party.
Investor Enquiries: enquiries@anemoi-international.com
Anemoi International Ltd
www.anemoi-international.com
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Dissemination of a Regulatory Announcement that contains inside
information in accordance with the Market Abuse Regulation (MAR),
transmitted by EQS Group. The issuer is solely responsible for the
content of this announcement.
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ISIN: VGG0419A1057
Category Code: ACS
TIDM: AMOI
LEI Code: 213800MIKNEVN81JIR76
Sequence No.: 256648
EQS News ID: 1676391
End of Announcement EQS News Service
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(END) Dow Jones Newswires
July 10, 2023 05:57 ET (09:57 GMT)
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