Fintech Asia Limited - Interim Results for 6 months ended 30 June 2024
05/09/2024 12:36
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RNS Number : 1067D Fintech Asia Limited 05 September 2024
FINTECH ASIA LIMITED
("Fintech Asia" or the "Company")
Interim Results for the 6 months ended 30 June 2024
Fintech Asia, (LON:FINA) a company established to acquire one or more
companies or businesses in the financial technology sector, focused on
improving the delivery and use of financial services in Asia, is pleased to
announce the Company's unaudited interim results for the 6 months ended 30
June 2024.
Chief Executive Officer's Statement
I am pleased to present the interim report and unaudited financial statements
for Fintech Asia Limited for the 6 months to 30 June 2024.
PROPOSED ACQUISITION AND TEMPORARY SHARE SUSPENSION
On 14 March 2023, the Company announced its entry into a heads of terms to
acquire the entire issued share capital of InvesCore Financial Group Pte. Ltd
("InvesCore" or the "Target") (the "Proposed Acquisition").
InvesCore is a group of companies with its primary operations in the
micro-finance sector, offering loans and investment products to businesses and
individuals, primarily in Asia, and has developed technologies, including a
mobile application, to sell certain of its product lines. It is an exciting
business that meets the characteristics that we have been looking for to align
to our acquisition strategy.
The Proposed Acquisition is classified as a reverse takeover in accordance
with the FCA's Listing Rules. Accordingly, the Company requested the
temporary suspension of its listing on the London Stock Exchange which became
effective on 14 March 2023.
Since the announcement, the Company has continued to advance discussions with
the Target with a view to agreeing terms to conclude a definitive Sale and
Purchase Agreement and seek regulatory approval for future readmission to the
Main Market of the London Stock Exchange. Alongside these discussions a
detailed due diligence process is being undertaken. We cannot, at this time,
confirm that these discussions and regulatory approvals will be successful,
however at the time of publication we can confirm that the process remains
active and ongoing.
CONVERTIBLE LOAN FACILITY
On 24 April 2024, the Company announced it had obtained an unsecured committed
facility of £2 million via a Series C convertible loan note instrument (the
"Series C Convertible Loan"). The first two tranches of £500,000 were made
available in May and June 2024 with an interest rate equating to a fixed
amount of five per cent. per annum.
The Series C Convertible Loan is intended to bridge the Company's general
working capital requirements, to the extent required, as the board seeks to
finalise due diligence and documentation in respect of its Proposed
Acquisition and the simultaneous re-admission of its enlarged share capital to
the Standard Segment of the Official List maintained by the FCA and readmitted
to trading on the Main Market of the London Stock Exchange, as announced on 14
March 2023.
On behalf of the Board, I thank the shareholders and advisors of the Company
for their continued support.
Oliver Fox
Chief Executive Officer
5 September 2024
For further information please contact:
Fintech Asia Limited Via IFC
Oliver Fox, CEO
Strand Hanson Limited (Financial Advisor) +44 (0) 207 409 3494
Rory Murphy / Abigail Wennington
Novum Securities (Broker) +44 (0) 207 399 9400
Colin Rowbury
IFC Advisory Limited (Financial PR and IR) +44 (0) 203 934 6630
Tim Metcalfe
Zach Cohen
LEI: 213800C7BC4EZQAEBT76
Statement of Directors' Responsibilities
The Directors are responsible for preparing the interim report and unaudited
financial statements, in accordance with applicable law and regulations. The
Directors confirm to the best of their knowledge that:
· the condensed set of unaudited financial statements has been prepared in
accordance with IAS 34 'Interim Financial Reporting' of UK-adopted
International Accounting Standards;
· this interim report includes a fair review of the information required by DTR
4.2.7R of the FCA's Disclosure Guidance and Transparency Rules, being an
indication of important events that have occurred during the first six months
of the financial period and their impact on the condensed set of financial
statements, and a description of the principal risks and uncertainties for the
remaining six months of the financial period;
· the interim report includes a fair review of the information required by DTR
4.2.8R (disclosure of related parties transactions and changes therein); and
· the condensed set of unaudited financial statements, which has been prepared
in accordance with the applicable set of accounting standards, gives a true
and fair view of the assets, liabilities, financial position and profit or
loss as required by DTR 4.2.10R.
The Directors are responsible for keeping proper accounting records that are
sufficient to show and explain the Company's transactions and which disclose
with reasonable accuracy at any time the financial position of the Company and
enable them to ensure that its financial statements comply with The Companies
(Guernsey) Law, 2008 (as amended). They are also responsible for taking such
steps as are reasonably open to them to safeguard the assets of the Company
and to prevent and detect fraud and other irregularities.
PRINCIPAL RISKS AND UNCERTAINTIES
The following is a summary of key risks that, alone or in combination with
other events or circumstance, the Directors has determined could have a
material adverse effect on the Company's business, financial condition,
results of operations and prospects. The Company has considered circumstances
such as the probability of the risk materialising, the potential impact which
the materialisation of the risk could have on the Company's business,
financial condition, and prospects, and the attention that management would,
on the basis of current expectations, have to devote to these risks if they
were to materialise:
· the Company's future success is dependent upon its ability not only to
identify opportunities but also to execute a successful acquisition;
· although the Company will conduct due diligence on potential acquisitions to a
level considered appropriate and reasonable by the Directors, material adverse
issues may not be revealed;
· the Company may need to seek additional sources of funding to implement its
strategy; and
· the performance of sectors in which the Company intends to invest may be
affected by changes in general economic activity levels which are beyond the
Company's control.
A full list of risks can be found in the Company's prospectus, dated 12
September 2022 and published on the Company's website
(www.fintechasialtd.com).
A review of the main financial risks faced by the Company, and how they are
managed or mitigated, is set out in note 14 to the financial statements.
GOING CONCERN
The Directors believe that the Company has adequate financial resources to
continue its operational existence for at least 12 months from the date of the
approval of these financial statements. Please see the disclosures made in
note 4 to these financial statements for details of the estimates and
judgements applied in arriving at this conclusion.
Accordingly, the Directors believe that it is appropriate to continue to adopt
the going concern basis in preparing the financial statements.
Signed on behalf of the Board by:
Nicola Walker
Director
5 September 2024
FINTECH ASIA LIMITED
UNAUDITED CONDENSED STATEMENT OF COMPREHENSIVE INCOME
FOR THE 6 MONTH PERIOD FROM 1 JANUARY 2024 TO 30 JUNE 2024
6 months to 12 months to
30 June 2024 30 June 2023
(unaudited) (unaudited)
Notes GBP GBP
Income
Bank and other interest 2,343 6,840
Total income 2,343 6,840
Expenses
Operating expenses 5 (1,622,129) (1,332,651)
Total expenses (1,622,129) (1,332,651)
Foreign exchange movement - (906)
Loss before tax (1,619,786) (1,326,717)
Tax 9 - -
Total comprehensive loss (1,619,786) (1,326,717)
The accompanying notes form an integral part of these financial statements.
FINTECH ASIA LIMITED
UNAUDITED CONDENSED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024
As at As at
30 June 2024 31 December 2023
(unaudited)
Notes GBP GBP GBP GBP
Current assets
Cash and cash equivalents 516,219 312,671
Other current assets 6 9,470 13,366
525,689 326,037
Current liabilities
Accounts payable 7 (789,806) (771,122)
Convertible loans 8 (3,063,562) (1,262,808)
(3,853,368) (2,033,930)
Net current liabilities (3,327,679) (1,707,893)
Net liabilities (3,327,679) (1,707,893)
Capital and Reserves
Share capital 10 - -
Share premium 10 2,041,000 2,041,000
Share based payments 10 50,000 50,000
Retained earnings (5,418,679) (3,798,893)
Total equity (3,327,679) (1,707,893)
The accompanying notes form an integral part of these financial statements.
The financial statements were approved and authorised for issue by the Board
of Directors on 5 September 2024 and were signed on its behalf by:
Nicola Walker
Director
FINTECH ASIA LIMITED
UNAUDITED CONDENSED STATEMENT OF CHANGES IN EQUITY
FOR THE 6 MONTH PERIOD FROM 1 JANUARY 2024 TO 30 JUNE 2024
Share Capital Share Premium Share based payments Retained earnings Total
GBP GBP GBP GBP GBP
Balance at 30 June 2022 - 586,000 - (397,971) 188,029
Share capital issued - 1,455,000 50,000 - 1,505,000
Total comprehensive loss - - - (1,326,717) (1,326,717)
Balance at 30 June 2023 - 2,041,000 50,000 (1,724,688) 366,312
Total comprehensive loss - - - (2,074,205) (2,074,205)
Balance at 31 December 2023 - 2,041,000 50,000 (3,798,893) (1,707,893)
Total comprehensive loss - - - (1,619,786) (1,619,786)
Balance at 30 June 2024 - 2,041,000 50,000 (5,418,679) (3,327,679)
The accompanying notes form an integral part of these financial statements.
FINTECH ASIA LIMITED
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS
FOR THE 6 MONTH PERIOD FROM 1 JANUARY 2024 TO 30 JUNE 2024
6 months to 12 months to
30 June 2024 30 June 2023
(unaudited) (unaudited)
Notes GBP GBP
Operating activities
Loss for the period (1,619,789) (1,326,717)
Adjustments for:
Share based payment charge - 50,000
Movement in receivables 6 3,896 (4,465)
Movement in payables 7 18,684 66,412
Interest expense 50,754 -
Net cash flow from operating activities (1,597,206) (1,214,770)
Financing activity
Share capital issued 10 - 1,455,000
Convertible loans 8 1,750,000 -
Net cash flow from financing activities 1,750,000 1,455,000
Net change in cash and cash equivalents 203,548 240,230
Cash and cash equivalents at the beginning of the period 312,671 215,885
Cash and cash equivalents at the end of the period 516,219 456,115
The accompanying notes form an integral part of these financial statements.
FINTECH ASIA LIMITED
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
FOR THE 12 MONTH PERIOD FROM 1 JULY 2022 TO 30 JUNE 2023
1. GENERAL INFORMATION
Fintech Asia Limited (the "Company") was incorporated on 28 May 2021 in
Guernsey under The Companies (Guernsey) Law, 2008, as amended and is
registered in Guernsey. The address of the Company's registered office is
Les Echelons Court, Les Echelons, St Peter Port, Guernsey, GY1 1AR and
the Company's registration number is 69264. On 15 September 2022 the Company
was admitted to the main market for listed securities of the London Stock
Exchange under the ticker symbol "FINA" with shares registered with an ISIN of
GG00BPGZTM87 and SEDOL of BPGZTM8.
On 14 March 2023, the Company announced that it has entered into a head of
terms to acquire the entire issued share capital of InvesCore Financial Group
Pte. Ltd. (the "Proposed Acquisition"). The Proposed Acquisition is
classified as a reverse takeover in accordance with the FCA's Listing Rules.
Accordingly, the Company requested the temporary suspension of its listing on
the London Stock Exchange.
STATEMENT OF COMPLIANCE
These financial statements give a true and fair view, comply with The
Companies (Guernsey) Law, 2008, as amended and were prepared in accordance
with the UK-adopted International Accounting Standards ("IAS's"). IAS's
include standards and interpretations approved by the International Accounting
Standards Board ("IASB") and interpretations issued by the International
Financial Reporting Interpretations Committee who replaced the Standards
Interpretations Committee.
2. BASIS OF PREPARATION
The financial statements have been prepared under the historical cost
convention, modified to include certain items at fair value, and in accordance
with IAS's. IAS's include standards and interpretations approved by the IASB.
The functional and presentation currency of these financial statements is
Pounds Sterling.
3. PRINCIPAL ACCOUNTING POLICIES
Financial Assets
The Company's financial assets are cash and cash equivalents and other current
assets. The classification is determined by management at initial recognition
and depends on the purpose for which the financial assets are acquired.
The Company initially recognises receivables issued when the Company becomes a
party to the contractual provisions of the instrument. Financial assets are
initially recognised at fair value plus transaction costs for all financial
assets not carried at fair value through profit or loss.
Receivables are subsequently carried at amortised cost using the effective
interest method. Amortised cost is the initial measurement amount adjusted for
the amortisation of any differences between the initial and maturity amounts
using the effective interest method. Loans and receivables are reviewed for
impairment assessment.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with
banks, other short-term highly liquid investments with original maturities of
three months or less any bank overdrafts.
Other current assets
Other current assets principally consist of prepayments which are carried at
amortised cost. The Company assesses at each end of the reporting period
whether there is objective evidence that a financial asset or group of
financial assets is impaired. A financial asset or group of financial assets
is impaired and impairment losses are incurred only if there is objective
evidence of impairment as a result of one or more events that have occurred
after the initial recognition of the asset (a 'loss event') and that loss
event (or events) has an impact on the estimated future cash flows of the
financial asset or group of financial assets that can be reliably estimated.
The amount of the loss is measured as the difference between the asset's
carrying amount and the present value of estimated future cash flows
(excluding future credit losses that have not been incurred) discounted at the
financial asset's original effective interest rate. The carrying amount of the
asset is reduced and the amount of the loss is recognised in profit or loss.
If, in a subsequent period, the amount of the impairment loss decreases and
the decrease can be related objectively to an event occurring after the
impairment was recognised (such as an improvement in the debtor's credit
rating), the reversal of the previously recognised impairment loss is
recognised in profit or loss.
Financial assets are derecognised when the rights to receive cash flows from
the financial assets have expired or have been transferred and the Company has
transferred substantially all risks and rewards of ownership or has not
retained control of the financial asset.
Financial liabilities
All financial liabilities are initially recognised on the trade date when the
entity becomes party to the contractual provisions of the instrument.
Financial liabilities which include trade and other payables and are
recognised initially at fair value, net of directly attributable transaction
costs.
Financial liabilities are subsequently stated at amortised cost, using the
effective interest method. Financial liabilities are classified as current
liabilities if payment is due to be settled within one year or less after the
end of the reporting period (or in the normal operating cycle of the business,
if longer), or the Company does not have an unconditional right to defer
settlement of the liability for at least twelve months after the end of the
reporting period. Otherwise, these are presented as non-current liabilities.
Financial liabilities are derecognised from the statement of financial
position only when the obligations are extinguished either through discharge,
cancellation, or expiration. The difference between the carrying amount of the
financial liability derecognised and the consideration paid or payable is
recognised in profit or loss.
Equity
Share capital represents the nominal value of shares that have been issued.
Equity-settled transactions are measured at fair value (excluding the effect
of non-market-based vesting conditions) at the date of grant. The fair value
determined at the grant date of the equity-settled share-based payments is
expensed on the date of grant.
Share premium includes any contributions from equity holders over and above
the nominal value of shares issued. Any transaction costs associated with the
issuance of shares are deducted from share premium.
Retained earnings represent all current period results of operations as
reported in the statement of profit or loss, reduced by the amounts of
dividends declared.
Convertible loan notes
The Company issues convertible loan notes ("CLN's") to investors as one of its
primary means of raising funding prior to the completion of the proposed
transaction and readmission of the combined group to trading. All CLN's
issued in a year are assessed under the classification criteria of IAS 32 and,
depending on the specific circumstances pertaining to each CLN instrument, are
classified as either a financial liability, equity, or a compound instrument
consisting of both financial liability and equity components. Once a CLN has
been classified as one of these instruments is it treated in line with the
accounting policies for such instruments as appropriate.
The Company initially recognises receivables issued when the Company becomes a
party to the contractual provisions of the instrument. Financial assets are
initially recognised at fair value plus transaction costs for all financial
assets not carried at fair value through profit or loss.
Share-based payments
The Company operates equity-settled share-based payment arrangements, whereby
the fair value of services provided is determined indirectly by reference to
the fair value of the instrument granted.
The fair value of the grant is recognised as an expense in the Income
Statement with a corresponding increase in equity reserves.
The fair value of options is calculated using the Black Scholes model, taking
into account the terms and conditions upon which the options were granted.
The fair value of shares issued is measured using the observable market value.
Costs and expenses
Cost and expenses are recognised in profit or loss upon utilisation of goods
or services or at the date they are incurred. All finance costs are reported
in profit or loss on an accrual basis.
Going concern
These financial statements have been prepared on the going concern basis,
which assumes the Company shall be able to meet all of its obligations as they
fall due for a period of at least 12 months from the date of this report.
4. USE OF JUDGEMENTS AND ESTIMATES
The preparation of financial statements in accordance with IFRS requires the
Directors to make judgements, estimates and assumptions that affect the
application of policies and the reported amounts of assets and liabilities and
income and expenses. The estimates and associated assumptions are based on
various factors that are believed to be reasonable under the circumstances.
Actual results may differ from these estimates.
Going concern
In determining whether these financial statements should be prepared on the
going concern basis, the Directors must consider whether the business has
adequate financial resources to continue to operate and meet its obligations
for a period of at least 12 months from the date of this report.
The Directors have assessed the funding needs of the business as it continues
to progress the Proposed Acquisition of the Target, together with the various
forms of funding that remain available to it, including but not limited to the
convertible loan note facilities entered into on 8 September 2023 and further
expanded on 15 November 2023 and 24 April 2024. Following consideration of the
timing of costs associated with the continued efforts to complete the
transaction, coupled with the assessment of the funding options that remain
available as this process continues, the Directors have determined that
sufficient funding remains available for the Company to continue to meet its
obligations as they fall due over the course of this process, with any costs
requiring settlement following completion of the proposed transaction and
readmission of the Company to the LSE being met by the combined company out of
operational cashflows or any further finance raised as part of the readmission
process.
In the event that the Proposed Acquisition does not complete for various
reasons, a break fee is receivable from the Target, as disclosed in detail in
the Company's LSE announcement of 14 March 2023. The Directors consider this
break fee to be sufficient to settle all remaining costs incurred in support
of the Proposed Acquisition up to the point of any decision not to proceed.
Under such a scenario, the outstanding convertible loan notes ("the Loan
Notes") payable by the Company would be convertible into ordinary shares at
the election of the Noteholder, or settled by other means as agreed between
the Company and the Noteholder.
As the settlement or conversion of the Loan Notes are at the discretion of the
Noteholder there exists a level of uncertainty over the exact quantum and
timing of the availability of the above sources of future funding which the
Company may require in the event that the Proposed Acquisition does not
proceed, and the Noteholders do not elect to convert the Loan Notes into
ordinary shares of the Company. As such, the Directors have determined that
a material uncertainty exists in this regard over the application of the going
concern principal to these financial statements.
The Directors believe that the Company has adequate financial resources to
continue its operational existence for at least 12 months from the date of the
approval of these financial statements notwithstanding the risks documented
above. Accordingly, the Directors believe that it is appropriate to continue
to adopt the going concern basis in preparing these financial statements.
Share-based payments
The Company has determined that share options issued during the prior period
meets the definition of a share based payment under IFRS 2. In order to
determine the fair value of the options estimates were required for inputs
into the valuation model. More details of the estimates can be found in note
10.
5. OPERATING EXPENSES
6 months to 12 months to
30 June 2024 30 June 2023
GBP GBP
Legal and professional fees - cash settled 1,286,009 758,183
Legal and professional fees - share settled - 50,000
Directors fees 114,769 210,430
Administration fees 24,968 95,975
Audit fees 23,620 15,000
Advisory fees 17,972 97,614
Listing fees 6,731 32,121
Reimbursement of expenses to directors 9,387 19,749
Insurance 9,249 16,458
Regulatory fees 5,734 19,569
Loan interest 50,754 -
Consultancy fees 60,000 -
Other operating expenses 10,788 8,069
Commission - 6,500
Bank charges 2,148 2,983
1,623,663 1,332,651
6. OTHER CURRENT ASSETS
30 June 2024 31 December 2023
GBP GBP
Prepayments 9,470 13,366
Total 9,470 13,366
7. ACCOUNTS PAYABLE
30 June 2024 31 December 2023
GBP GBP
Administration fees 11,959 11,250
Legal and professional fees 739,980 710,289
Accrued Audit fees 23,620 47,500
Other accruals 12,164 -
Directors remuneration 2,083 2,083
789,806 771,122
8. CONVERTIBLE LOANS
On 8 September 2023 the Company announced it had obtained an unsecured
committed facility of £1 million via a convertible loan note instrument (the
"Convertible Loan").
The Convertible Loan was received in three tranches on 8 September 2023, 5
October 2023 and 3 November 2023 with an interest rate equating to a fixed
amount of five per cent. per annum.
On 15 November 2023 the Company announced it had obtained an additional
unsecured committed facility of £1 million via a convertible loan note
instrument (the "Series B Convertible Loan").
The Series B Convertible Loan was received in three tranches on 13 December
2023, 16 January 2024 and 15 February 2024 with an interest rate equating to a
fixed amount of five per cent. per annum.
On 24 April 2024 the Company announced it had obtained an additional unsecured
committed facility of £2 million via a convertible loan note instrument (the
"Series C Convertible Loan").
On 2 May 2024 the first tranche of £500,000 of the Series C Convertible Loan
was received, the second tranche of £500,000 was received on 26 June 2024
with an interest rate equating to a fixed amount of five per cent. per annum.
Should (i) the Convertible Loan, Series B Convertible Loan and Serie C
Convertible Loan (together the "Convertible Loans") not be repaid prior to the
completion of the Proposed Acquisition, all the outstanding principal amount
and accrued interest shall automatically convert into ordinary shares of no
par at a price equal to 90 per cent. of the price at which each Ordinary Share
is issued in the Company pursuant to such placing; or (ii) if a placing does
not complete simultaneously with the completion of the Proposed Acquisition, a
price equal to 90 per cent. of the price at which each Ordinary Share is
issued in the Company to satisfy the consideration for the Proposed
Acquisition.
If the Proposed Acquisition and re-admission has not completed by 7 November
2024 and the Convertible Loans have not been repaid, the Noteholder is
entitled at any time to convert all the outstanding amount into new Ordinary
Shares.
Following assessment of the terms of the Convertible Loans under the
classification criteria of IAS 32, the Directors have determined that the
instruments should be categorised as a financial liability and treated under
the Company's accounting policy for such instruments accordingly.
30 June 2024 31 December 2023
GBP GBP
Proceeds from issue of Convertible Loans 3,000,000 1,250,000
Accrued interest 63,562 12,808
Total liability 3,063,562 1,262,808
9. TAXATION
The Company is liable to tax at the standard Guernsey rate of 0%.
10. SHARE CAPITAL AND SHARE PREMIUM
Number of Ordinary Shares Ordinary Shares Share Premium Share based payments
GBP GBP GBP
Balance at 30 June 2024 and 19,760,000 - 2,041,000 50,000
31 December 2023
11. SHARE-BASED PAYMENTS
Options issued:
On 8 September 2022 the Company issued a warrant to Strand Hanson Limited
which allows them or their assigned holder to subscribe to 197,600 shares at
any time up to 7 September 2025 to shares at an exercise price of 50p.
The Warrant was valued using the Black Scholes model and its fair value deemed
immaterial, as a result no value has been ascribed to the Warrant in these
financial statements. The estimates used to calculate the fair value is
detailed below:
Expected volatility 34.79%
Dividend Yield -
Risk free interest rate 3.23%
Expected exercise period 3 years from grant
Share price on date of grant 50p
12. EARNINGS PER ORDINARY SHARE
Basic Diluted
GBP GBP
Loss for the period (1,619,786) (1,619,786)
Weighted average number of shares 19,760,000 19,957,600
Earnings per share (0.08) (0.08)
Basic earnings per Ordinary Share is calculated by dividing the earnings
attributable to Shareholders by the weighted average number of Ordinary Shares
outstanding during the period.
Diluted earnings per share is calculated by adjusting the weighted average
number of Ordinary Shares outstanding to assume conversion of all dilutive
potential Ordinary Shares. As at 30 June 2024 there were 197,600 warrants
exercisable for Ordinary Shares outstanding.
A fully diluted earnings per Ordinary Share has not been presented as the
company has reported a loss for the period and as such the effect of the
warrants outstanding at the reporting date is anti-dilutive.
13. RELATED PARTY TRANSACTIONS
The directors' remuneration for Nicola Walker, Robert George Shepherd and
Oliver Stuart Fox for the period was GBP 12,500, GBP 12,500 and GBP 89,769
respectively (12 months to 30 June 2023: GBP 25,000, GBP 25,000, GBP 160,430).
The directors received reimbursements in respect of travel and meeting
expenses and sundry office costs of GBP 9,387 during the period (12 months to
30 June 2023: GBP 19,972).
Andrew Roberto Mankiewicz received GBP 17,972 (12 months to 30 June 2023: GBP
59,174) for advisory fees in the current period via the Company's agreement
with Asia Wealth Group Pte. Ltd. The advisory agreement expired on 31 March
2024.
There have been no changes in the related parties transactions described in
the last annual report that could have a material effect on the financial
position or performance of the Company in the current financial period.
14. ULTIMATE CONTROLLING PARTY
The Company is controlled by Tanglin Capital Limited which is the Parent
company holding 50.61% of the issued Ordinary Shares, with Tanglin Capital
Limited ultimately controlled by Andrew Roberto Mankiewicz.
15. FINANCIAL RISK MANAGEMENT
The Company is exposed to a number of risks arising from the financial
instruments it holds. The main risks to which the Company is exposed are
market risk, credit risk and liquidity risk. The risk management policies
employed by the Company to manage these risks are discussed below as follows:
MARKET RISK
Market risk is the risk that changes in market prices such as equity prices,
interest rates and foreign exchange rates will affect the Company's income or
the value of its holdings of financial instruments. The objective of market
risk management is to manage and control market risk exposures within
acceptable parameters while optimising the return.
Price risk
The Company is not directly or indirectly exposed to any significant price
risk.
Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a
financial instrument will fluctuate because of changes in market interest
rates. Interest rate risk arises on interest-bearing financial instruments
recognised in the Statement of Financial Position.
Cash and cash equivalents are interest bearing but not at significant levels.
Currency risk
The Company is exposed to currency risk arising from transactions in Singapore
Dollars. Consequently, the Company is exposed to the risk that the exchange
rate of its reporting currency relative to other foreign currencies may change
in a manner that has an adverse effect on the fair value or future cash flows
of the Company's financial assets or liabilities denominated in currencies
other than GBP.
The Company holds all assets in GBP and does not consider the risk to be
material to the financial statements.
CREDIT RISK
Credit risk is the risk of financial loss to the Company if a counterparty
fails to meet its contractual obligations. Credit risk arises from cash and
cash equivalents as well as outstanding receivables.
The Company assesses all counterparties for credit risk before contracting
with them. The credit risk on cash and cash equivalents is mitigated by
entering into transactions with counterparties that are regulated entities
subject to prudential supervision, with high credit ratings assigned by
international credit rating agencies. Cash and cash equivalents are held with
Barclays Bank plc, which at the period end was assigned a credit rating of A
by Standard and Poor's rating agency.
The maximum exposure to credit risk Is the carrying amount of the financial
assets set out below.
30 June 2024 31 December 2023
GBP GBP
Cash and cash equivalents 516,219 312,671
Other current assets 9,470 13,366
Total credit risk exposure 525,689 326,037
LIQUIDITY RISK
Liquidity risk is the risk that the Company will encounter difficulty in
meeting obligations associated with financial liabilities. This risk can arise
from mismatches in the timing of cash flows relating to assets and
liabilities. The Company receives funding from the shareholders and does not
have significant ad hoc expenses to settle. The only significant expense that
the Company is exposed to are general operating expenses.
The table below analyses the Company's financial assets and liabilities into
the relevant maturity groupings based on the remaining period at the reporting
date. The amounts in the table are the contractual undiscounted cash flows.
Balances due within 12 months equal their carrying balances, as the impact of
discounting is not significant.
As at 30 June 2024
Less than 1 month 1 to 12 months More than 12 months Total
Assets
Cash and cash equivalents 516,219 - - 516,219
Other current assets 9,470 - - 9,470
525,689 - - 525,689
Liabilities
Trade and other payables 789,806 - - 789,806
Convertible loans - 3,068,562 - 3,068,562
789,806 3,068,562 - 3,853,368
As at 31 December 2023
Less than 1 month 1 to 12 months More than 12 months Total
Assets
Cash and cash equivalents 312,671 - - 312,671
Other current assets 13,366 - - 13,366
326,037 - - 326,037
Liabilities
Trade and other payables 771,122 - - 771,122
Convertible loans - 1,262,808 - 1,262,808
771,122 1,262,808 - 2,033,930
16. SUBSEQUENT EVENTS
There were no material events subsequent to the reporting date that require
disclosure in these interim financial statements
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