REG-Anemoi International Ltd Anemoi International Ltd: Final Results For Year Ended 31 December 2022
10/07/2023 11:00
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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
£(0.8)m vs £(0.6)m
• Group Loss before taxation for the year £(0.8)m
vs £(0.6)m
• Group Earnings Per Share (basic and diluted)*1 £(0.01) vs £(0.02)
• Book value per share*2
£0.03 vs £0.03
• Net
Cash
£2.2m vs £2.7m
*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 £30 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
-
Gareth Edwards Luca Tomasi Kenneth Morgan T 5 July 2021
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 Short term and annual business plans are
1. liabilities, continue as a going concern prepared and are reviewed on an ongoing
and finance key projects. basis.
Loss of key management/staff resulting in Regular review of both the Board’s and key
failure to identify and secure potential management’s abilities. Review of salaries
2. investment opportunities and meet and benefits including long term incentives
contractual requirements. and ongoing communication with key
individuals.
Failure to maintain strong and effective The Board and senior management seek to
3. relations with key stakeholders in establish and maintain an open and
investments resulting in loss of contracts transparent dialogue with key stakeholders.
or value.
Key management are professionally qualified.
Failure to comply with law and regulations In addition the Company appoints relevant
4. in 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
Significant changes in the political with a low cost base and flexibility to scale
5. environment, including the impact of the up as and when the economy recovers.
conflict in Ukraine,, results in loss 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 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 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.
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-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.
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 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
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 £0.1m. 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 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:
1 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
£ £ £ £ £
£ £
Balance as at
31 December 804,855 - - 74,330 9,390 (195,297) 693,278
2020
Issuance of
Preference - - 246,096 - - - 246,096
shares
Conversion of
Share Capital (1,018,479) 1,018,479 - - - - -
to par value
Acquisition of 50,386 2,616,280 - - - - 2,666,666
Subsidiary
Issuance of 280,988 2,134,012 - - - - 2,415,000
Share Capital
Foreign
Exchange on - - - - (11,779) - (11,779)
translation
Total
comprehensive - - - - - (603,530) (603,530)
income for the
period
Balance as at
31 December 117,750 5,768,771 246,096 74,330 (2,389) (798,827) 5,405,731
2021
Other Reserves - 4,260 - (4,260) - - -
- Options
Foreign
Exchange on - - - - 302,670 - 302,670
translation
Total
comprehensive - - - - - (824,477) (824,477)
income for the
period
Balance as at
31 December 117,750 5,773,031 246,096 70,070 300,281 (1,623,304) 4,883,924
2022
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 £2.2m.
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 £nil (2021:£25k) 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 121,521 - 118,847 2,674
2022
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 $0.001 each - -
Fully subscribed shares
29,950,000 ordinary shares of $0.04 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 £0.04 240,000 240,000
Conversion of shares to par value of $.0001 at rate of 1.3649 (1,092,810)
(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 $0.001 Less fair value of options 40,988 40,988
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 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
£2,894 (2021: £360,264) was owed to Thalassa.
The company accrued £134,953 for consultancy and administrative services provided to the
Group, by Fleur De Lys Ltd, a company owned and controlled by the Chairman Duncan Soukup
(£2021: £19,263). Of this, Mr Soukup received £71,000, leaving an outstanding balance of
£63,953 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 £150,000 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 £4,883,924 (2021: £5,405,731).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 £115,243 (2021: £130,221). A decrease of 5% would have increased
profit and net assets by £115,243 (2021:£143,928).
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.
END
Investor Enquiries: 2 enquiries@anemoi-international.com
Anemoi International Ltd
3 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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