REG-Anemoi International Ltd Anemoi International Ltd: Annual Financial Report to 31 December 2024
29/04/2025 13:15
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Anemoi International Ltd (AMOI)
Anemoi International Ltd: Annual Financial Report to 31 December 2024
29-Apr-2025 / 13:06 GMT/BST
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Anemoi International Ltd
Anemoi International Ltd
(Reuters: AMOI.L, Bloomberg: AMOI:LN)
(“Anemoi”, “AMOI” or the “Company”)
AUDITED RESULTS FOR THE YEAR ENDED 31 DECEMBER 2024
The Company today announces its audited results for the year ended 31 December 2024.
The information set out below is extracted from the Company's Report and Accounts for
the year ended 31 December 2024, which will be published today on the Company's
website 1 www.anemoi-international.com. A copy has also been 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 2024.
2024 HIGHLIGHTS
Group Results 2024 versus 2023 (GBP)
• Group Operating Loss for the year £(0.5)m vs £(0.9)m
• Group Loss before taxation for the year £(0.5)m vs £(0.9)m
• Group Earnings Per Share (basic and diluted)*^1 £(0.00) vs £(0.01)
• Book value per share*^2 £0.02 vs £0.03
• Net Cash £0.9m vs £1.6m
*^1 based on weighted average number of shares in issue of 157,041,665
(2023: 157,041,665)
*^2 based on actual number of shares in issue as at 31 December 2024 of
157,041,665 (2023: 157,041,665)
2024 HIGHLIGHTS
• ID4 revenue is still insufficient to support a public company cost base.
Management are working hard to convert a promising pipeline of opportunities
• Costs cut by 49%
• Reverse Take Over (RTO) discussions aborted after six months of negotiation
• Fintech private company Merger/Acquisition valuations too elevated for sensible
transaction possibilities
• Board to seek shareholder approval for reorganisation in order to slash cost
further
CHAIRMAN’S STATEMENT
Whilst costs were successfully cut by nearly 50%, results still fell short of 2024
budgets. Management is now implementing the approved plan to focus efforts on using
intermediaries to sell the Company’s products and are in various stage of
negotiations with brokers and other potential B to B partners.
The Board is exploring all possible measures to further reduce costs and will, in due
course, revert to shareholders with recommended proposals.
Duncan Soukup
Chairman
28 April 2025
DIRECTORS’ REPORT
The Directors present their report and the audited financial statements for the
period ended 31 December 2024.
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.
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.
DIRECTORS AND DIRECTORS’ INTERESTS
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 8,325,142
Non-Executive Directors
Luca Tomasi 5 July 2021 -
Kenneth Morgan 24 May 2022 -
T Donell 21 October 2022
Company Secretary Charles Duncan Soukup
Registered Agent Folio Trust 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, 40 Gracechurch Street, London EC3V 0BT
RELATED PARTY TRANSACTIONS
Details of all related party transactions are set out in note 17 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.
DIRECTORS’ REPORT CONTINUED
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 19.
RISKS AND UNCERTAINTIES
A summary of the key risks and mitigation strategies is below:
Rank Risk Mitigation
Portfolio Diversification: Our
investment strategy emphasizes
diversification across sectors,
Recent geopolitical tensions and shifts in asset classes, and geographies
trade policy, particularly between major
economies, have increased uncertainty around Engagement with Portfolio
global trade flows. Changes in trade policies, Companies: Where applicable, we
including the imposition of tariffs or trade engage with the management of key
restrictions between major economies, can portfolio companies to assess
1. influence market volatility, affect corporate their exposure to tariffs and
earnings, and shift global capital flows. their mitigation plans
These developments may lead to reduced
investment returns or increased risk across Dynamic Asset Allocation: Retain
certain asset classes or geographies. Also, the flexibility to adjust
capital markets activity and raising new money exposures in response to material
are effected. trade-related risks, including
reweighting positions in sectors
or regions disproportionately
affected by tariff changes.
Insufficient cash resources to meet Short term and annual business
2. liabilities, continue as a going concern and plans are prepared and are
finance key projects. reviewed on an ongoing basis.
Regular review of both the
Loss of key management/staff resulting in Board’s and key management’s
failure to identify and secure potential abilities. Review of salaries
3. investment opportunities and meet contractual and benefits including long term
requirements. incentives and ongoing
communication with key
individuals.
Failure to maintain strong and effective The Board and senior management
4. relations with key stakeholders in investments seek to establish and maintain an
resulting in loss of contracts or value. open and transparent dialogue
with key stakeholders.
Key management are professionally
qualified. In addition the
Failure to comply with law and regulations in Company appoints relevant
5. the jurisdictions in which we operate. professional advisers (legal,
tax, accounting etc) in the
jurisdictions in which we
operate.
The Group is currently poised to
take advantage of disruption to
the global economy with a low
Significant changes in the political cost base and flexibility to
environment, including the impact of the scale up as and when the economy
6. conflict in Ukraine and Gaza, results in loss recovers.
of resources/market and/or 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 European Union. 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 on the entity’s financial
position and financial performance; and
• prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the 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.
RESPONSIBILITY STATEMENT
We confirm that to the best of our knowledge:
• The financial statements, prepared in accordance with the Relevant Financial
Reporting Framework, 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;
• The strategic report/directors 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, together with a
description of the principal risks and uncertainties that they face; and
• The Annual Report and financial statements, taken as a whole, are fair, balanced
and understandable and provide the information necessary for shareholders to
assess the Group’s position and performance, business model and strategy.
AGM
The Annual General Meeting will be held at Anjuna, 28 Avenue de la Liberté, 06360 Éze
France on 11 June 2025.
AUDITORS
A resolution to confirm the appointment of RPG Crouch Chapman as the Company’s
auditors will be submitted to the shareholders at the Annual General Meeting.
Approved by the Board and signed on its behalf by
C.Duncan Soukup
Chairman
28 April 2025
CORPORATE GOVERNANCE STATEMENT
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. During the
acquisition of id4 AG and subsequent relisting, the Board met on a weekly basis, The
majority of the meetings were on an informal and operational basis with the
conclusions appropriately documented.
Audit committee
During the financial period to 31 December 2024, the Audit Committee consisted of
Luca Tomasi (Chairman) and one other director from the Board.
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.
The auditor, RPG Crouch Chapman, was appointed on 19 April 2023. The firm 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.
Remuneration Committee
During the financial period to 31 December 2024, the Remuneration Committee consisted
of Luca Tomasi and one other director from the Board. 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.
ESG
The Group has not complied with the recommendations of the Taskforce for
Climate-related Financial Disclosures (“TCFD”) in the current year, as required by
LR14.3.27R issued by the Financial Conduct Authority. The Board recognises the
importance of climate-related matters and, as our main operating segment is a
development stage business, intends to develop a plan to adopt the TCFD
recommendations in full over the next few years. With reference to the four pillars
of the TCFD recommendations, matters of governance, risk assessment, and strategy
have already been covered elsewhere in this report, and the development of metrics
and targets is under consideration.
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 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-term success
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 by the 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. 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. 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 and other 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
28 April 2025
INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS’ OF ANEMOI INTERNATIONAL LTD
Opinion
We have audited the financial statements of Anemoi International Limited and its
subsidiaries (the ‘Group’) for the year ended 31 December 2024 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 UK-adopted
International Financial Reporting Standards (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
2024 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 date of this report 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, the accounting processes and controls, and the industry
in which they operate.
Independent Auditors’ Report to the members of Anemoi International Limited
(continued)
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.
Key audit matter How our work addressed this matter
Our work included:
Carrying value of goodwill
Reviewing the impairment model
The carrying value of goodwill for the Group provided and checking that the net
stood at £1.46m (2023: £1.46m) at the balance present value is appropriate;
sheet date. This relates to the acquisition of
id4 AG in December 2021. Testing the integrity of the
cashflow model;
An annual impairment review has been prepared by
management and no impairment is considered Discussing with Management the
necessary for the financial year. assumptions used and obtaining
details to support the key
Given the subjectivity of estimates involved, we assumptions; and
consider the carrying value of goodwill to be a
key audit matter. Sensitising the cash flows for key
assumptions.
Capitalisation of development costs Our work included:
The Group held £1.3m (2023: £1.4m) of Reviewing the recognition criteria
development costs at the balance sheet date. under IAS 38;
This relates to the development of software in
id4 AG. Vouching a sample of costs to
supporting documentation;
Management have considered all criteria for
capitalization to have been met. Recalculating costs where these have
been allocated on a percentage
Given the subjectivity and number of estimates basis; and
involved in any such impairment assessment, we
consider the capitalisation and carrying value Reviewing management’s assessment of
of development costs to be a key audit matter. the percentages applied.
Our application of materiality
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.
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 £57k. 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.
Independent Auditors’ Report to the members of Anemoi International Limited
(continued)
Other information
The directors are responsible for the other information. The other information
comprises the information included in the annual report, other than the financial
statements and our auditor’s report thereon. Our opinion on the financial statements
does not cover the other information and, except to the extent otherwise explicitly
stated in our report, we do not express any form of assurance conclusion thereon. In
connection with our audit of the financial statements, our responsibility is to read
the other information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge obtained in
the audit or otherwise appears to be materially misstated. If we identify such
material inconsistencies or apparent material misstatements, we are required to
determine whether there is a material misstatement in the financial statements or a
material misstatement of the other information. If, based on the work we have
performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this
regard.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on page
XX 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 Group operates 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
from irregularities, 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.
Independent Auditors’ Report to the members of Anemoi International Limited
(continued)
Other matters that we are required to address
We were appointed on 19 April 2023 and this is the second 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.
Mark Wilson MA, FCA (Senior Statutory Auditor)
For and on behalf of RPG Crouch Chapman LLP
Chartered Accountants
Registered Auditor
40 Gracechurch Street
London
EC3V 0BT
28 April 2025
CONSOLIDATED STATEMENT OF INCOME
for the year ended 31 December 2024
2024 2023
Note GBP GBP
Software services income 97,080 136,119
Net gains/(losses) on investments at fair value (35,628) -
Investment interest income 31,214 11,351
Currency losses - (29,444)
Total Income 92,666 118,026
Software services expenses (68,741) (12,983)
Financial holdings expenses (11,354) (2,643)
Total Cost of sales (80,095) (15,626)
Gross profit / (loss) 12,571 102,400
Administrative expenses excluding exceptional costs (318,034) (622,654)
Exceptional administration costs 5 - (228,378)
Total administrative expenses (318,034) (851,032)
Operating loss before depreciation (305,463) (748,632)
Depreciation and Amortisation 9 (171,601) (137,609)
Operating loss (477,064) (886,241)
Net financial income/(expense) 6 (2,873) (114)
Share of profits of associated entities 15 19,377 12,349
Profit/(loss) before taxation (460,560) (874,006)
Taxation (1,678) (23,139)
Profit/(loss) for the period (462,238) (897,145)
Earnings per share - GBP (using weighted average number of
shares)
Basic and Diluted (0.00) (0.01)
Basic and Diluted 8 (0.00) (0.01)
The notes on pages 22 to 32 form an integral part of this financial information
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 December 2024
2024 2023
GBP GBP
Profit for the financial year (462,238) (897,145)
Other comprehensive income:
Exchange differences on re-translating foreign operations (81,144) 93,814
Total comprehensive income (543,382) (803,331)
Attributable to:
Equity shareholders of the parent (543,382) (803,331)
Total Comprehensive income (543,382) (803,331)
The notes on pages 22 to 32 form an integral part of this financial information
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 31 December 2024
2024 2023
Note GBP GBP
Assets
Non-current assets
Goodwill 9 1,462,774 1,462,774
Intangible assets 9 1,283,259 1,439,025
Property, plant and equipment 9 10,346 11,237
Investments in associated entities 15 36,267 16,890
Total non-current assets 2,792,646 2,929,926
Current assets
Trade and other receivables 10 107,744 376,106
Cash and cash equivalents 11 900,756 1,591,047
Total current assets 1,008,500 1,967,153
Liabilities
Current liabilities
Trade and other payables 12 263,935 816,486
Total current liabilities 263,935 816,486
Net current assets 744,565 1,150,667
Net assets 3,537,211 4,080,593
Shareholders’ Equity
Share capital 14 117,750 117,750
Share premium 5,773,031 5,773,031
Preference shares 14 246,096 246,096
Other Reserves 13 70,070 70,070
Foreign exchange reserve 312,951 394,095
Retained earnings (2,982,687) (2,520,449)
Total shareholders' equity 3,537,211 4,080,593
Total equity 3,537,211 4,080,593
The notes on pages 22 to 32 form an integral part of this financial information
These financial statements were approved and authorised by the board on 28 April
2025.
Signed on behalf of the board by:
C. Duncan Soukup Chairman
CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 31 December 2024
Notes 2024 2023
GBP GBP
Cash flows from operating activities
Profit/(Loss) for the period before taxation (477,064) (886,241)
(Increase)/decrease in trade and other receivables 268,362 9,900
(Decrease)/increase in trade and other payables (552,551) 164,426
Finance costs (11,351)
Net exchange differences 80,901 9,754
(Gain)/loss on disposal of portfolio investments 35,628 -
Depreciation 9 171,601 137,609
Cash generated by operations (473,123) (575,903)
Taxation (1,678) (23,139)
Net cash flow from operating activities (474,801) (599,042)
Sale/(purchase) of intangible assets (95,844) (104,574)
Sale/(purchase) of portfolio investments (35,628) -
Net cash flow in investing activities (131,472) (104,574)
Cash flows from financing activities
Interest paid (2,873) (114)
Interest received - 11,351
Net cash flow from financing activities (2,874) 11,237
Net increase in cash and cash equivalents (609,147) (692,379)
Cash and cash equivalents at the start of the period 1,591,047 2,189,610
Effects of foreign exchange rate changes (81,144) 93,816
Cash and cash equivalents at the end of the period 900,756 1,591,047
The notes on pages 22 to 32 form an integral part of this financial information
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 31 December 2024
Total
Share Share Preference Other Foreign Retained Shareholders
Exchange
Capital Premium Shares Reserves Reserves Earnings Equity
£ £ £ £ £ £ £
Balance as at
31 December 117,750 5,773,031 246,096 70,070 300,281 (1,623,304) 4,883,924
2022
Foreign
Exchange on - - - - 93,814 - 93,814
translation
Total
comprehensive - - - - - (897,145) (897,145)
income for
the period
Balance as at
31 December 117,750 5,773,031 246,096 70,070 394,095 (2,520,449) 4,080,593
2023
Foreign
Exchange on - - - - (81,144) - (81,144)
translation
Total
comprehensive - - - - - (462,238) (462,238)
income for
the period
Balance as at
31 December 117,750 5,773,031 246,096 70,070 312,951 (2,982,687) 3,537,211
2024
The notes on pages 22 to 32 form an integral part of this financial information
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2024
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. Company number 2035767.
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.
Prior year comparatives have been reclassified to conform to current year
presentation.
FX ACCOUNTING POLICY
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. 2 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.
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 2024: 1.2515 (2023: 1.2731)
Average GBPUSD exchange rate as at 31 Dec 2024: 1.2623 (2023: 1.2417)
Year-end GBPEUR exchange rate as at 31 Dec 2024: 1.2092 (2023: 1.1527)
Average GBPEUR exchange rate as at 31 Dec 2024: 1.1810 (2023: 1.1400)
Year-end GBPCHF exchange rate as at 31 Dec 2024: 1.1250 (2023: 1.0713)
Average GBPCHF exchange rate as at 31 Dec 2024: 1.0982 (2023: 1.0950)
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 £0.9m.
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.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2024
2. Accounting Policies continued
CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES
The Group has changed to UK adopted International Accounting Standards for the year
ended 31 December 2021 from EU-adopted International Financial Reporting Standards
(IFRSs), at which time there were no differences between UK and EU adoption of IFRS
as issued by the International Accounting Standards Board.
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 have / will
be incorporated in the preparation of the Group Financial Statements from the
effective dates noted below.
The new and amended standards include:
IAS 1 Presentation of financial statements and IFRS Practice Statement
IFRS 16 Lease Liability in a Sale and Leaseback
IAS 7 & IFRS 7 Disclosures: Supplier Finance Arrangements
Standards issued but not yet effective:
IAS 21 Lack of Exchangeability 1
IFRS 18 Presentation of financial statements 3
IFRS 19 Disclosures 3
1 Effective for annual periods beginning on or after 1 January 2025
2 Effective for annual periods beginning on or after 1 January 2026
3 Effective for annual periods beginning on or after 1 January 2027
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 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.
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.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2024
2. Accounting Policies continued
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 is indefinite and 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 2024 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 finite and 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.
Amortisation is included in Depreciation and Amortisation in the Consolidated
Statement of Income.
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.
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.
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.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2024
3. SEGMENT INFORMATION
Following the acquisition of id4 AG on 17 December 2021 the Group operated a software
services segment as outlined below. In identifying the entity's reportable segments,
management has segregated the operating business (ID4 AG), which develops and sells
software, from the rest of the Group.
Sale of Sale of
Services* Goods Total
GBP GBP GBP
Revenue 97,080 - 97,080
Software Sales Other non-reportable segments Total
GBP GBP GBP
Segment income statement
Revenue 97,080 (4,414) 92,666
Expenses (260,493) (121,132) (381,625)
Depreciation (171,302) (299) (171,601)
Profit/loss before tax (334,715) (125,845) (460,560)
Attributable income tax (1,678) - (1,678)
expense
Profit/loss for the period (336,393) (125,845) (462,238)
Software Sales Other non-reportable segments Total
GBP GBP GBP
Segment statement of financial position
Non-current assets 1,293,056 1,499,590 2,792,646
Current assets 54,409 2,059,822 1,008,500
Assets 1,347,465 3,559,412 4,906,877
Current liabilities 1,277,162 92,504 263,935
Liabilities 1,277,162 92,504 263,935
Net assets 70,303 3,466,908 3,537,211
Shareholders' equity 70,303 3,466,908 3,537,211
Total equity 70,303 3,466,908 3,537,211
* Sale of Services refers to SaaS based software sales at id4.
4. OPERATING LOSS FOR THE PERIOD
2024 2023
GBP GBP
Wages and salaries (29,027) 277,697
Social security costs 8,128 5,587
Pension costs 4,309 4,457
Audit fees 23,702 26,830
Legal and professional fees 239,225 234,676
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2024
5. EXCEPTIONAL COSTS
2024 2023
GBP GBP
Exceptional costs
Intangible assets write-off - 179,648
Severance pay - 48,730
Total Exceptional costs - 228,378
*The intangible assets write-off relates to a non-cash charge to write-off intangible
assets recognised as part of the 2021 merger between ID4 AG and Apeiron Holdings AG,
during a reconciliation exercise with ID4 AG's Swiss accountants.
6. NET FINANCIAL EXPENSE
2024 2023
GBP GBP
Bank interest payable 1,202 114
Other interest payable 1,671 -
2,873 114
7. INCOME TAX EXPENSE
2024 2023
GBP GBP
Loss before tax (460,560) (874,006)
Tax at applicable rates (1,678) (23,139)
Losses carried forward (460,560) (874,006)
Total tax (1,678) (23,139)
The applicable tax rates in relation to the Group’s profits are BVI 0% and Swiss
12.4% (2023: 0% and 13.925%).
8. EARNINGS PER SHARE
2024 2023
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 (462,238) (897,145)
Profit for the period (462,238) (897,145)
Weighted average number of shares of the Company 157,041,665 157,041,665
Earnings per share:
Basic and Diluted (GBP) (0.00) (0.01)
Number of shares outstanding at the period end: 157,041,665 157,041,665
Number of shares in issue
Opening Balance 157,041,665 157,041,665
Basic number of shares in issue 157,041,665 157,041,665
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2024
9. NON-CURRENT ASSETS
Plant
Intangible and
Total Goodwill Assets Equipment
2024 2024 2024 2024
Cost GBP GBP GBP GBP
Cost at 1 January 2024 3,183,397 1,462,774 1,706,067 14,556
FX movement (97,903) - (97,125) (778)
3,085,494 1,462,774 1,608,942 13,778
Additions 95,844 - 95,844 -
- - - -
Cost at 31 December 2024 3,181,338 1,462,774 1,704,786 13,778
Depreciation
Depreciation at 1 January 270,361 - 267,042 3,319
FX movement (15,390) - (15,204) (186)
254,971 - 251,838 3,133
Charge for the year on continuing operations 169,988 - 169,689 299
- - - -
Depreciation at 31 December 2024 424,959 - 421,527 3,432
Closing net book value at 31 December 2024 2,756,379 1,462,774 1,283,259 10,346
Plant
Intangible and
Total Goodwill Assets Equipment
2023 2023 2023 2023
Cost GBP GBP GBP GBP
Cost at 1 January 2023 3,077,345 1,462,774 1,601,492 13,079
FX movement 71,437 - 70,858 579
3,148,782 1,462,774 1,672,350 13,658
Additions 215,270 - 214,372 898
Write-offs (180,655) - (180,655) -
Cost at 31 December 2023 3,183,397 1,462,774 1,706,067 14,556
Depreciation
Depreciation at 1 January 121,521 - 118,847 2,674
FX movement 5,376 - 5,258 118
126,897 - 124,105 2,792
Charge for the year on continuing operations 143,464 - 142,937 527
- - - -
Depreciation at 31 December 2023 270,361 - 267,042 3,319
Closing net book value at 31 December 2023 2,913,036 1,462,774 1,439,025 11,237
*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.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2024
10. TRADE AND OTHER RECEIVABLES
2024 2023
GBP GBP
Receivables 21,743 3,644
Prepayments 74,760 71,184
Other debtors 11,241 301,278
Total trade and other receivables 107,744 376,106
11. CASH AND CASH EQUIVALENTS
2024 2023
GBP GBP
Cash in the Statement of Cash Flows 900,756 1,591,047
12. TRADE AND OTHER PAYABLES
2024 2023
GBP GBP
Trade creditors 100,870 164,795
Other creditors* 64,589 374,575
Accruals 98,476 277,116
Total trade and other payables 263,935 816,486
*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.
13. SHARE BASED PAYMENTS
Warrants Outstanding
2024 2023
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-Scholes model.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2024
14. SHARE CAPITAL
As at As at
31 Dec 2024 31 Dec 2023
GBP GBP
Authorised share capital:
Unlimited ordinary shares of - -
$0.001 each
Fully subscribed shares
29,950,000 ordinary shares of 1,200,000 1,200,000
$0.04 each
Exchange rate adjustment 1.3649 1.3649
29,950,000 ordinary shares in 879,185 879,185
GBP
Placing 5,999,999 ordinary 240,000 240,000
shares of £0.04
Conversion of shares to par
value of $.0001 at rate of (1,092,810) (1,092,810)
1.3649
Issuance of 66,666,666 shares 50,387 50,387
for acquisition of id4 AG
Placing of 54,375,000 shares 40,988 40,988
of $0.001
Less fair value of options
and warrants
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 £0.04 per Placing DIs (the "Placing") with existing and new
investors ("Placees") raising gross proceeds of approximately £240,000. 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 US$0.001 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 $0.001 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 $0.001 were issued in a further placing with existing and new
investors, raising a total of £2,175,000.
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 CU.
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.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2024
15. INVESTMENT IN SUBSIDIARIES
Details of the Company’s subsidiaries at the year end are as follows:
Effective
Share holding
Name of subsidiary Place of incorporation 2024 2023
Id4 AG Switzerland 100% 100%
Id4 CLM (UK) Ltd England & Wales 100% 100%
16. ASSOCIATED ENTITIES
Athenium Consultancy Ltd, a corporate services entity in which the Group owns 30%
shares, was incorporated on 12 October 2021.
Movement on interests in associates can be summarised as follows:
2024 2023
GBP GBP
Cost as at 1 January 16,890 4,541
Additions 19,377 12,349
36,267 16,890
17. 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 £12,880 (2023: £15,146) was owed to Thalassa Group.
During the year services amounting to £39,036 (2023: £39,819) were charged.
The company accrued £99,321 for consultancy and administrative services provided to
the Group plus £21,891 expenses, by Fleur De Lys Ltd, a company owned and controlled
by the Chairman Duncan Soukup (2023: £119,017). Of this, Mr Soukup waived £99,321
consultancy and administrative services, leaving an outstanding balance of £21,891
expenses for the 2024 period.
Athenium Consultancy Ltd, a company in which the Group owns shares, invoiced the
group for financial and corporate administration services totalling £165,000 for the
period (2023: £165,000). As at the year end the Group owed £43,424 (2023: £45,086).
During the period Tim Donell, non-executive director, invoiced the Group 2024 fees of
£10,000 of which £2,500 was owed as at 31 December 2024 (2023: £2,500).
During the period Kenneth Morgan, non-executive director, invoiced the Group 2024
fees £Nil of which £Nil was owed as at 31 December 2024 (2023: £Nil) and £8,333
accrued.
During the period Luca Tomasi, non-executive director, invoiced the Group 2024 fees
of £15,000 of which £Nil was owed as at 31 December 2024 (2023: £Nil) and £5,000
accrued.
During the period Alexander Joost, new director of id4, invoiced the Group 2024 fees
of £5,334 of which £Nil was owed as at 31 December 2024.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2024
18. 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 2024, the Group had capital of £2,074,437. The Group does not have any
externally imposed capital requirements.
19. 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 2024 would have decreased
the profit and net assets by £47,408 (2023: £83,739). A decrease of 5% would have
increased profit and net assets by £47,408 (2023: £83,739).
At 31 December 2024 7% of the Group’s balances were held in CHF (2023: 30%), 92% in
USD (2023: 67%), 1% in GBP (2023: 3%) with 0% in EUR (2023: 0%).
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.
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.
31 December 2024 30 days 30-60 days 60-90 days 90+ days Total
GBP GBP GBP GBP GBP
Finance lease liabilities -
Trade payables 100,870 - - - 100,870
Other payables 1,497 - - 63,092 64,589
Accruals 36,871 21,891 - 39,714 98,476
139,238 21,891 - 102,806 263,935
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2024
20. SUBSEQUENT EVENTS
On 16 January 2025 the Company filed amended articles of association with the BVI
Registrar of Corporate Affairs. The amendment to article 77 disapplied s.175 of the
BVI Business Companies Act 2004.
21. COPIES OF THE FINANCIAL STATEMENTS
The consolidated financial statements are available on the Group’s website:
3 https://anemoi-international.com/
22. CONTROLLING PARTIES
There is no one controlling party.
═════════════════════════════════════════════════════════════════════════════════════
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.
═════════════════════════════════════════════════════════════════════════════════════
ISIN: VGG0419A1057
Category Code: ACS
TIDM: AMOI
LEI Code: 213800MIKNEVN81JIR76
Sequence No.: 385395
EQS News ID: 2126780
End of Announcement EQS News Service
══════════════════════════════════════════════════════════════════════════
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