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REG - Winking Studios Ltd - Half Year Results ended 30 June 2025

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RNS Number : 0615V  Winking Studios Limited  13 August 2025

WINKING STUDIOS LIMITED

(Company Registration No. 159882)

(Incorporated in the Cayman Islands)

 

13 August 2025

 

Half Year Results ended 30 June 2025

 

M&A strategy fueling growth across a rapidly expanding global gaming
market

 

Winking Studios Limited (AIM / SGX: WKS) ("Winking Studios" or the "Company"
and together with its subsidiaries, the "Group"), one of the leading global
AAA game art outsourcing studios and an established game development company,
announces its unaudited results for the six-month period ended 30 June 2025
("1H2025").

 

Financial Summary

 (US$ million)                1H2025   1H2024    Change (%)
 Revenue                      19.4     15.2    +27.3
 Gross Profit                 5.9      4.2     +38.2

 Gross Margin (%)              30.2    27.9    +2.3 percentage points
 Adjusted EBITDA              2.4(1)   2.1(2)  +17.9

 Adjusted EBITDA Margin (%)   12.6     13.6    (1.0) percentage points

 EBITDA                       2.2      1.8     +18.3

 Adjusted Net Profit          1.4      1.1     +21.1

 Net Profit                   0.9      0.9     +2.0

 

Financial & Operational Highlights

 ·             Strong growth in the Group's revenue, gross profit and Adjusted EBITDA.
 ·             Resilient game outsourcing services demand, with follow-up projects
               contributing 38.8% of revenue (1H2024: 44.1%).
 ·             Healthy balance sheet with cash and cash equivalents and bond investments of
               US$27.1 million and zero debt as at 30 June 2025 (31 December 2024: US$41.3
               million and zero debt).
 ·             Largest acquisition to date in Shanghai Mineloader Digital Technology Co.,
               Ltd. ("Mineloader"), one of Asia's leading game art outsourcing and
               development studios, in April 2025.

 

Outlook

 ·             The Board believes the Asian gaming market is experiencing a strong recovery,
               led by mobile gaming, which continues to drive the demand for art outsourcing.
 ·             The Group will continue to scale up in Southeast Asia to meet demand with
               top-tier talent and enhanced production capacity, including the launch of
               Vertic Studios in 2H2025, a new high-end art production brand of the Group for
               the global gaming market. Since 30 June 2025, the Group's headcount has grown
               from 1,312 to 1,405 as at 31 July 2025.
 ·             Growing project pipeline with leading game developers and publishers globally,
               underpinned by strong indicative artist bookings totalling at least US$49.4
               million over the next 24 months (subject to final confirmation from customers)
               as at 30 June 2025 and of which US$18.4 million is expected to be recognised
               in 2H2025.
 ·             Strong cash position and no debt support plans to continue to execute M&A
               strategy, including further expansion in Western markets and to establish our
               UK office as a strategic foothold for long-term international expansion.

(1)Adjusted EBITDA in 1H2025 comprises EBITDA, with adjustments that included
the Group's share-based compensation expenses, foreign exchange gains and
costs of acquisition and integration.

(2)Adjusted EBITDA in 1H2024 comprises EBITDA, with adjustments that included
the related one-off dual listing expenses on LSE, share-based payments
expenses, foreign exchange gains, costs of acquisition and integration,
interest income and private placement related expenses (to raise S$27
million).

 

Executive Director and Chief Executive Officer (Founder) of Winking Studios,
Johnny Jan, commented:

"We are pleased to report healthy revenue growth in the first half of 2025,
reflecting robust demand and the successful execution of our core M&A
strategy. The completion of our largest acquisition to date, Mineloader, adds
scale, broadens our capabilities in AAA console game art production and
deepens our presence in Western markets as we actively pursue further
acquisitions.

 

With a strong balance sheet, a healthy base of follow-up revenues from
high-value projects and a growing pipeline of M&A opportunities,
underpinned by our team's continued focus on execution and operational
excellence, we are well positioned for growth in FY2025 and to create
long-term value for all our stakeholders."

 

Enquiries

 Singapore                                                              UK
 Winking Studios Limited                                                Alma Strategic Communications

 Johnny Jan, Executive Director and Chief Executive Officer (Founder)   Justine James / David Ison / Emma Thompson

 Oliver Yen, Finance Director and Group Chief Financial Officer         +44 (0)20 3405 0205

                                                                        WKS@almastrategic.com (mailto:WKS@almastrategic.com)

 8PR Asia (Investor Relations)                                          Strand Hanson Limited

 Alex Tan                                                               (Financial and Nominated Adviser)

 +65 9451 5252                                                          James Harris / James Bellman

 alex.tan@8prasia.com (mailto:alex.tan@8prasia.com)                      +44 (0)20 7409 3494

 PrimePartners Corporate Finance Pte. Ltd.                              SP Angel Corporate Finance LLP (Broker)

 (Continuing Sponsor)                                                   Stuart Gledhill / Charlie Bouverat (Corporate Finance)

 Foo Jien Jieng                                                         Abigail Wayne / Rob Rees (Corporate Broking)

 sponsorship@ppcf.com.sg (mailto:sponsorship@ppcf.com.sg)               +44 (0)20 3470 0470

                                                                        Zeus Capital Limited (Joint Broker)

                                                                        James Hornigold / Gabriella Zwarts (Investment Banking)

                                                                        Ben Robertson (Equity Capital Markets)

 

About Winking Studios Limited (AIM and SGX: WKS)

Headquartered in Singapore and dual-listed on the London Stock Exchange and
Singapore Exchange (Trading Code: WKS), Winking Studios Limited is one of
Asia's largest AAA game art outsourcing studios and an established game
development company.

 

With over 25 years of experience and established track record, the Group
provides end-to-end art outsourcing, game development services and other
gaming services across various platforms for the global gaming industry via
its three business segments of Art Outsourcing, Game Development and Global
Publishing & Other Services.

 

The Group has 13 studios across Taipei, Nanjing, Suzhou, Dalian, Tianjin,
Shanghai and Kuala Lumpur with over 1,400 highly skilled employees serving a
global customer base that includes 22 of the top 25 game development companies
in the world. For more information, please visit www.winkingworks.com
(https://www.winkingworks.com/)

 

 

.

CEO's Statement

 

The Group delivered strong financial and operational performance in 1H2025,
underpinned by robust trading and the successful execution and integration of
strategic acquisitions.

 

Since our listing on the Catalist of the Singapore Exchange in November 2023,
the Group has been proactive in delivering its M&A strategy, resulting in
the completion of three acquisitions. The most recent, our largest acquisition
to date, was the US$19.8 million acquisition of Mineloader in April 2025.

 

Demand for our art outsourcing and game development services remains robust
with the Group's revenue increasing 27.3% to US$19.4 million in 1H2025
(1H2024: US$15.2 million), primarily driven by the US$4.1 million revenue
contribution from Mineloader. The Group's gross profit grew 38.2% to US$5.9
million with gross profit margin increasing to 30.2% in 1H2025 (1H2024:
27.9%), driven mainly by contributions from Mineloader, which specialises in
higher margin AAA games from console platforms.

 

While the acquisitions have been accretive to the Group's revenue performance,
there was also aggregation of related administrative costs of these acquired
companies, one of the key factors behind the increase in the Group's
administrative expenses in 1H2025.

 

Adjusted EBITDA increased 17.9% to US$2.4 million in 1H2025 (1H2024: US$2.1
million), which reflects our resilient underlying performance. More details
can be found in the CFO's Review and detailed financial statements of this
announcement.

 

Strengthened by our market position, growing repeat revenue streams and a
well-defined strategic roadmap, we remain focused on advancing our growth
objectives and delivering sustainable, long-term value for our shareholders.

 

Meeting market demand through operational expansion

Market demand was strong in the first half of the year, with accelerated
momentum in the second quarter. We are seeing growth that was driven primarily
by the mobile online gaming market in the East and by the console gaming
market in the West, including increasing activity related to next-generation
consoles.

 

The Switch 2 console, released in June 2025, sold over 3.5 million units in
its first four days(1), making it the fastest-selling Nintendo hardware ever
and surpassing the original, which sold over 1.5 million units in its first
week(2). Winking Studios is currently engaged on multiple Switch 2 titles and
is actively involved in the development of multiple next-generation
PlayStation titles, alongside ongoing work on current-generation platforms.

 

To support rising demand, the Group continues to invest in headcount and
remains on track to establish new production hubs in Southeast Asia, in line
with our ambitions to expand our production footprint and meet evolving
customer needs of high-quality game art and cost efficiencies, among others.
We are actively recruiting top-tier talent and in 2H2025 will be launching
Vertic Studios, a new high-end art production brand that caters specifically
to the sophisticated needs of AAA games with substantial budgets.

 

Winking Studios continues to strengthen its relationships with major global
game development companies, including long-standing clients such as Sony,
Microsoft, EA and 2K, which has contributed to a growing pipeline of both new
and follow-up projects. As at 30 June 2025, the Group has received indicative
artist bookings totalling at least US$49.4 million over the next 24 months
(subject to final confirmation from customers). Of which, US$18.4 million of
the indicative bookings is expected to be recognised in 2H2025.

 

In March 2025, Chinese gaming giant Tencent disclosed it had 14 "evergreen
titles" generating over RMB 4 billion annually(3). Winking Studios has been
and remains actively involved in 12 of these high-value titles, demonstrating
our ongoing role in developing and supporting the longevity of some of the
industry's most prominent and commercially successful games while providing
strong visibility over future revenue.

 

Accelerating growth through our M&A strategy

A core pillar of the Company's growth strategy, we remain committed to
accelerating expansion through further strategic and targeted M&A within a
highly fragmented market.

 

With the acquisition of Mineloader, the Group added 495 employees to its
headcount, boosting the total to 1,405 employees as at 31 July 2025.
Mineloader's service offerings in console platform games and established
experience and presence in the global gaming industry are also valuable
additions to the Group. I am delighted with the progress being made with the
integration of Mineloader, which contributed US$4.1m revenue in 1H2025.

 

We are now better positioned to pursue our core strategy of expansion via
acquisition, supported by stronger leverage in the rapidly growing Asian
market, access to new opportunities in Europe, and a proven M&A track
record that provides confidence to potential partners.

 

Winking Studios continues to pursue future M&A opportunities, targeting
established and profitable studios in Europe and Asia that offer specialised
expertise, new value propositions, access to new market segments and scalable
operations. Active conversations are ongoing with targets in the UK and
Europe, and a strategic focus going forward will be the establishment of our
UK office to facilitate a direct presence in key Western markets, including
the US and Europe.

 

Positioned to grow market share in a rapidly expanding industry

The global gaming industry continues to expand at pace, with total market
revenues expected to grow from US$216.9 billion in 2023 to US$345.3 billion by
2028, representing a CAGR of 9.8%*.

 

The mobile games sector, which is currently a key market of Winking Studios'
art outsourcing business segment, is expected to lead the overall industry,
with a CAGR of 12.7% between 2023 and 2028.

 

This growth is driven by the increasing demand from players for high-quality,
regularly updated content, immersive visuals and intricate character models
and environments; all of which require significant investment in game art and
development services.

 

As the industry continues to evolve, major game development companies are
increasingly outsourcing their game art and development needs to boost
efficiency, reduce fixed costs and make scaling easier, contributing to a
structural shift towards established external service providers such as
Winking Studios.

 

The global game art outsourcing market grew from US$1.8 billion in 2018 to
US$3.7 billion in 2023, representing a CAGR of 14.9%, and is expected to reach
US$7.1 billion in 2028. The mobile sector of the global game art outsourcing
industry is expected to continue to outpace other game outsourcing segments,
with a projected size of US$3.6 billion in 2028 and registering a CAGR of
16.7% between 2023 and 2028.

 

It is a similar story in game development outsourcing, a market which grew
from US$6.4 billion in 2018 to US$9.9 billion in 2023, representing a CAGR of
8.9%. Driven by the increased scope and complexity of games, this figure is
expected to grow to US$17.8 billion by 2028, representing a CAGR of 12.5%.

 

As one of the top four global game art outsourcing providers, Winking Studios
is well-positioned to continue to capture market share in this rapidly
expanding industry.

 

*All statistics and forecasts in this section are sourced from China Insights
Consultancy (October 2024)

 

Game outsourcing to redefine the future of game development

The global gaming industry is undergoing a paradigm shift. In the post-COVID
era, even as many global game development companies streamline internal teams,
industry revenues have continued to climb - raising a fundamental question:
who is building the games that are driving this sustained growth?

 

The answer lies in the rise of outsourcing and external development
partnerships. Increasingly, game development companies are adopting a leaner,
more agile approach by relying on outsourced talent to deliver high-quality
game assets, features and entire modules. According to a recent industry
report(4), the majority of professional respondents expect to spend more than
US$6 million on outsourced development in 2025, the highest level since 2019
and a clear indicator of where the industry is heading.

 

This trend marks a strategic evolution in game production. Rather than housing
every skillset internally, game development companies are tapping into a
global network of specialised partners such as Winking Studios. This model not
only enhances scalability and cost efficiency but also enables faster
innovation and access to top-tier talent worldwide. Game outsourcing is no
longer just a cost-saving measure - it is now a core driver of how modern
games are developed, accelerating production while delivering creative
excellence.

 

Outlook: positioned for sustained growth and long-term value creation

We remain committed to delivering growth for the full year, supported by good
revenue visibility and healthy, long-term market drivers.

The need for higher-quality content and more immersive gaming experiences is
rising in line with the evolution of the gaming industry and the rapid
advancements in technology. Crucially, the Asian gaming market, which
dominates the global games industry, is growing rapidly. Despite the headcount
reductions felt across the industry in 2024, we are seeing the mobile gaming
sector in particular experience a strong recovery and we expect a sustained
trend of increased spending on external development among game developers and
publishers, playing directly to our existing strengths.

 

In 2H2025, a key strategic focus is accelerating the expansion of our
workforce and production capacity in southeast Asia. We are actively
recruiting top-tier talent to meet the surging demand in the gaming industry.
A significant advancement is the launch of Vertic Studios, a new brand
specialising in high-end art production.

 

Supported by a strong cash position and no debt, we continue to forge ahead
with our M&A strategy. Another key area of focus remains targeting studios
in Western markets, supported by the establishment of our UK office, which
will serve as a strategic foothold for long-term international expansion.

 

Our vision is clear, and this period has seen material steps forward towards
our aspiration of becoming the #1 game art services provider globally. With
the support of the excellent team, growing international momentum and several
exciting opportunities ahead, I look forward to updating stakeholders on the
next stage of our growth.

 

Johnny Jan

Executive Director and Chief Executive Officer (Founder)

 

(1)https://www.nintendo.co.jp/corporate/release/en/2025/250611.html
(https://www.nintendo.co.jp/corporate/release/en/2025/250611.html)

(2)https://www.polygon.com/2017/3/14/14921130/nintendo-switch-sales-launch-first-week
(https://www.polygon.com/2017/3/14/14921130/nintendo-switch-sales-launch-first-week)

(3)https://technode.com/2025/03/20/tencents-evergreen-games-signal-high-player-engagement-but-lack-of-new-ips/
(https://technode.com/2025/03/20/tencents-evergreen-games-signal-high-player-engagement-but-lack-of-new-ips/)

(4)https://xdsummit.com/wp-content/uploads/2025/04/XDS_Insights-Report_2025.pdf
(https://xdsummit.com/wp-content/uploads/2025/04/XDS_Insights-Report_2025.pdf)

 

CFO's Review

 

Revenue

The Group's revenue increased from US$15.2 million in 1H2024 to US$19.4
million in 1H2025, an increase of US$4.2 million, representing a year-on-year
growth of 27.3%, primarily driven by the revenue contribution of US$4.1
million from the acquisition of Mineloader in 1H2025. Excluding the impact of
exchange rate fluctuations, the Group's revenue would have increased by 27.1%
year-on-year on a constant currency basis.

 

Excluding Mineloader's revenue contribution, the Group's revenue in 1H2025
remained relatively stable.

 

Business Segment Review

 

Art Outsourcing

This business segment is involved in the creation and development of digital
art assets. The Group has the capabilities to provide a wide range of design
services including 2D concept art, 3D modelling, 2D animation, 3D animation
and visual effects, which includes environment design and game character
design.

 

 US$ million  1H2025  1H2024  Change (%)
 Revenue      15.9    12.6    +25.9

 

Historically, the majority of the Group's revenue was contributed by the Art
Outsourcing business segment and in 1H2025, it accounted for 82.1% of the
Group's overall revenue. Revenue from this business segment increased by
US$3.3 million or 25.9% to US$15.9 million as compared to 1H2024, mainly due
to increased orders from both new and existing clients in Mainland China,
United States, Malaysia, and other regions.

 

Game Development

This business segment provides programming, game development, design and
script writing services.

 

 US$ million  1H2025  1H2024  Change (%)
 Revenue      3.4     2.5     +36.8

 

In 1H2025, this business segment contributed 17.6% of the Group's overall
revenue, with a revenue growth of US$0.9 million or 36.8% to US$3.4 million as
compared to 1H2024. The revenue growth in 1H2025 was mainly supported by
stronger demand from customers in Mainland China and Australia.

 

Global Publishing and Other Services

This business segment is involved in the release of game products produced by
the Group as well as third party game developers on global game platforms such
as PlayStation, Switch and Steam. It is also involved in the sale of the

Group's in-house developed video game products and peripheral gaming products.

 

 US$ million  1H2025  1H2024  Change (%)
 Revenue      0.07    0.10    (33.3)

 

Historically, this business segment is the lowest revenue contributor and in
1H2025, it contributed revenue of US$0.07 million or 0.3% of the Group's
overall revenue, which is lower than the US$0.10 million recognised in 1H2024.

 

Geographical Segment Review

Serving a global customer base that includes 22 of the top 25 game development
companies in the world, the Group has made good progress over the years to
diversify our revenue base geographically. The following table depicts the
revenue breakdown geographically in 1H2025 and 1H2024:

                                      Group
                                      Six Months Ended

                                      30 June
                                      1H2025     1H2024
                                      USD'$000   USD'$000
 Mainland China and Hong Kong(1)      7,581      5,030
 Taiwan(2)                            3,286      3,210
 United States                        2,851      1,862
 South Korea                          2,601      3,136
 Japan                                1,718      1,533
 Other                                1,348      454
 Total Revenue                        19,385         15,225

Revenue from Mainland China and Hong Kong is contributed by two segments, one
is from Chinese customers in Mainland China and Hong Kong and the other is
from Mainland China and Hong Kong (non-China) that comprises (i) Chinese
subsidiaries from European and American customers and (ii) overseas
subsidiaries of Chinese customers.

 

In 1H2025, Chinese customers from Mainland China and Hong Kong accounted for
22.8% of the Group's total revenue, while Mainland China and Hong Kong
(non-China) accounted for 16.3% of the Group's total revenue. On a combined
basis, Mainland China and Hong Kong accounted for 39.1% of the Group's total
revenue.

 

In 1H2024, Chinese customers from Mainland China and Hong Kong accounted for
28.6% of the Group's total revenue, while Mainland China and Hong Kong
(non-China) accounted for 4.4% of the Group's total revenue. On a combined
basis, Mainland China and Hong Kong accounted for 33.0% of the Group's total
revenue.

 

The Group continues to make good progress with our revenue diversification
strategy, which saw the United States market and other regions delivering
revenue growth in 1H2025 as compared to 1H2024 and we expect further
diversification as we seek to build out our UK office.

(1) Hong Kong here refers to Hong Kong Special Administrative Region

(2) Taiwan here refers to the Taiwan region.

Gross Profit and Margin

Corresponding to higher revenue in 1H2025, the Group's gross profit increased
to US$5.9 million, which represents a year-on-year growth of 38.2%.

 

The Group's gross profit margin increased to 30.2% in 1H2025 from 27.9% in
1H2024, which was mainly driven by contributions from Mineloader that
specialises in higher margin AAA games from console platforms.

 

Operating Costs

Distribution and marketing expenses increased marginally by US$0.1 million
from US$1.0 million in 1H2024 to US$1.1 million in 1H2025. The increase was
mainly due to the ongoing distribution and marketing expenses of US$0.1
million related to the AIM dual listing on LSE.

 

Administrative expenses increased by 57.9% or US$1.6 million, from US$2.7
million in 1H2024 to US$4.3 million in 1H2025, which was mainly due to:

 ·             Aggregation of administrative costs associated with the three newly acquired
               subsidiaries (Mineloader, Pixelline and On Point) amounted to US$0.6 million;
 ·             Amortisation expenses of intangible assets that amounted to US$0.2 million
               generated from acquisition;
 ·             Ongoing administrative expenses of US$0.2 million related to the AIM dual
               listing on LSE; and
 ·             Higher share-based compensation expenses of US$0.2 million.

 

Alternative Performance Measures ("APMs")

The Group also reports on a number of APMs to showcase the financial
performance of the Group, which are not standard accounting measures defined
by the International Financial Reporting Standards ("IFRS"). The Directors
believe these measures provide valuable additional financial information for
users to understand the fundamental transactional performance of the Group.

 

In particular, APMs are used to provide the users of the accounts a clearer
understanding of the Group's underlying profitability over a period of time.

 

Net Profit / Adjusted Net profit

Overall, the Group's net profit remained relatively stable at US$0.9 million
in 1H2025 (1H2024: US$0.9 million). On an adjusted net profit basis, the
Group's 1H2025 of US$1.4 million was higher than 1H2024 of US$1.1 million.

 

EBITDA / Adjusted EBITDA

With higher depreciation and amortisation recognised in 1H2025, the Group's
EBITDA of US$2.2 million in 1H2025 was higher than US$1.8 million in 1H2024.

 

In 1H2025, the Group's Adjusted EBITDA of US$2.4 million(3) was higher than
US$2.1 million(4) in 1H2024.

 

It should be noted that both the Adjusted EBITDA and adjusted net profit in
1H2025 include the AIM ongoing listing expenses of US$0.3 million, which were
not incurred in 1H2024.

 

(3)Adjusted EBITDA in 1H2025 comprises EBITDA, with adjustments that included
the Group's share-based compensation expenses, foreign exchange gains and
costs of acquisition and integration.

(4)Adjusted EBITDA in 1H2024 comprises EBITDA, with adjustments that included
the related dual listing expenses on LSE, share-based payments expenses,
foreign exchange gains, costs of acquisition and integration, interest income
and private placement related expenses (to raise S$27 million).

 

Cash flow

 

 US$ million                                                        1H2025    1H2024    Change (%)
 Net cash generated from operating activities                       0.6       0.9       (31.3)
 Net cash (used in) investing activities                            (13.5)    (3.6)     +269.5
 Net cash (used in) financing activities                            (0.8)     (1.7)     (53.3)
 Net changes in cash & cash equivalents                             (13.6)    (4.4)     +208.6
 Cash & cash equivalents at beginning of financial year             39.8      16.4      +142.5
 Effects of exchange rate changes on cash & cash equivalents        (0.6)     (0.4)     +53.4
 Cash & cash equivalents at end of financial year                   25.6      11.6      +120.3

 

Net cash generated from operating activities was US$0.6 million in 1H2025, as
compared to US$0.9 million generated in 1H2024. The lower cash inflow was
mainly due to a reduction in working capital in 1H2025 attributed to higher
contract assets during 1H2025 arising from the acquisition of Mineloader and
lower trade payables resulting from an expedited payment schedule to
suppliers.

 

Net cash used in investing activities was US$13.5 million in 1H2025, compared
to US$3.6 million used in 1H2024, which was mainly attributable to the Group's
acquisition of Mineloader.

 

Net cash used in financing activities was US$0.8 million in 1H2025, compared
to US$1.7 million used in 1H2024. This reduction was a result of lower cash
dividends paid during the period under review.

 

Balance sheet and liquidity

 

 US$ million                As at 30 June 2025    As at 31 December 2024    Change (%)
 Current assets             39.8                  49.8                      (20.1)
 Non-current assets         26.2                  10.5                      +149.8
 Total assets               66.0                  60.3                      +9.5
 Current liabilities        6.8                   7.3                       (6.5)
 Non-current liabilities    6.3                   3.0                       +111.7
 Total liabilities          13.1                  10.3                      +28.0
 Net Assets                 52.8                  50.0                      +5.7

 

The Group's current assets decreased by approximately US$10.0 million or 20.1%
from US$49.8 million as at 31 December 2024 to US$39.8 million as at 30 June
2025. The key components of the Group's current assets comprise cash and cash
equivalents, trade and other receivables and contract assets. Cash and cash
equivalents totalled US$25.6 million as at 30 June 2025, a decrease of US$14.2
million or 35.7% from US$39.8 million as at 31 December 2024. The decrease was
mainly due to a US$13.2 million payment related to the acquisition of
Mineloader. As at 30 June 2025, the Group's trade and other receivables
amounted to US$8.0 million, an increase of US$1.7 million or 26.1% from US$6.4
million as at 31 December 2024. The increase was primarily attributable to the
consolidation of receivables from the acquisition of Mineloader. Contract
assets totalled US$6.2 million as at 30 June 2025, an increase of US$2.6
million or 71.5% from US$3.6 million as at 31 December 2024, mainly due to the
acquisition of Mineloader and a higher volume of work completed in 1H2025.
Almost all of the contract assets from the previous year's output were
converted into trade receivables or cash collection.

 

As at 30 June 2025, the Group's non-current assets increased by approximately
US$15.7 million or 149.8% from US$10.5 million as at 31 December 2024 to
US$26.2 million as at 30 June 2025. The key components of the Group's
non-current assets comprise intangible assets and right-of-use assets.
Intangible assets increased significantly to US$16.8 million as at 30 June
2025, an increase of US$14.9 million or 770.5% from US$1.9 million as at 31
December 2024, mainly due to the recognition of goodwill and intangible assets
from the acquisition of Mineloader. Right-of-use assets increased slightly to
US$3.5 million as at 30 June 2025, an increase of US$0.5 million or 16.5% from
US$3.0 million as at 31 December 2024, mainly due to new right-of-use assets
arising from the acquisition of Mineloader.

 

As at 30 June 2025, the Group's current liabilities decreased by approximately
US$0.5 million or 6.5% from US$7.3 million as at 31 December 2024 to US$6.8
million as at 30 June 2025. The key components of the Group's current
liabilities comprise trade and other payables and lease liabilities. Trade and
other payables decreased to US$4.9 million as at 30 June 2025, a decrease of
US$1.1 million or 18.2% from US$5.9 million as at 31 December 2024, which was
mainly attributable to expedited payment schedule to suppliers. Lease
liabilities increased to US$1.7 million as at 30 June 2025, an increase of
US$0.6 million or 47.7% from US$1.2 million as at 31 December 2024, which was
mainly attributable to new office lease agreements arising from the
acquisition of Mineloader.

 

As at 30 June 2025, the Group's non-current liabilities increased by
approximately US$3.3 million or 111.7% from US$3.0 million as at 31 December
2024 to US$6.3 million as at 30 June 2025. The key components of the Group's
non-current liabilities comprise deferred income tax liabilities and other
non-current liabilities. Deferred income tax liabilities increased to US$2.8
million as at 30 June 2025, an increase of US$1.7 million or 155.2% from
US$1.1 million as at 31 December 2024, which was mainly attributable to the
acquisition of Mineloader. The Group recognised other non-current liabilities
of US$1.7 million as at 1 April 2025, which is the share purchase
consideration payable for the acquisition of Mineloader that shall be paid on
31 March 2030.

 

As at 30 June 2025, the Group's net asset value per ordinary share is US$12.00
cents (as at 31 December 2024: US$11.35 cents).

 

 

 

 

WINKING STUDIOS LIMITED AND ITS SUBSIDIARIES

Unaudited Condensed Consolidated Interim Financial Statements

For the Six Months Ended 30 June 2025

(Incorporated and domiciled in Cayman Islands with limited liability No.
159882)

 

 

 

 

 

 

 

 

 

 

 

 

Winking Studios Limited (the "Company") was listed on Catalist of the SGX-ST
on 20 November 2023 and dual listed on AIM Market of the London Stock Exchange
on 14 November 2024. The initial public offering of the Company on Catalist of
the Singapore Exchange Securities Trading Limited (the "SGX-ST") was sponsored
by PrimePartners Corporate Finance Pte. Ltd. (the "Sponsor").

 

This announcement has been reviewed by the Company's Sponsor. This
announcement has not been examined or approved by the SGX-ST and the SGX-ST
assumes no responsibility for the contents of this announcement, including the
correctness of any of the statements or opinions made or reports contained in
this announcement. The contact person for the Sponsor is Ms. Foo Jien Jieng,
16 Collyer Quay, #10-00 Collyer Quay Centre, Singapore 049318,
sponsorship@ppcf.com.sg (mailto:sponsorship@ppcf.com.sg) .

 

WINKING STUDIOS LIMITED AND ITS SUBSIDIARIES

 

Table of Contents
 

 

A.     Condensed Consolidated Interim Statements of Comprehensive Income
...................................16

B.     Condensed Consolidated Interim Statements of Financial Position
.............................................17

C.    Condensed Consolidated Interim Statements of Cash Flow
........................................................18

D.    Condensed Consolidated Interim Statements of Changes in Equity
............................................19

E.     Notes to the Condensed Consolidated Interim Financial Statements
..........................................21

F.     Other information required by Appendix 7C of the Catalist Rules
................................................37

G.     Other information ...... ...............................
..............
....................................................................53

 

 

A.   Condensed Consolidated Interim Statements of Comprehensive Income

 

                                                                         Group
                                                                         Six Months Ended

                                                                         30 June
                                                                         Unaudited  Unaudited
                                                                   Note  1H2025     1H2024     Increase/

                                                                                               (Decrease)
                                                                         USD'$000   USD'$000   %

 Revenue from contracts with customers                                   19,385     15,225     27.3
 Cost of sales                                                           (13,522)   (10,983)   23.1
 Gross profit                                                            5,863      4,242      38.2

 Other income                                                            156        382        (59.2)
 Other gains/(losses) - net                                              48         (37)       229.7
 Distribution and marketing                                              (1,069)    (1,002)    6.7
 Administrative expenses                                                 (4,314)    (2,732)    57.9
 Reversal of impairment loss on financial assets                   7     1          53         (98.1)
 Interest income                                                   7     339        140        142.1
 Finance expenses                                                        (71)       (39)       82.1
                                                                         (4,910)    (3,235)    51.8
 Profit before income tax                                                953        1,007      (5.4)

 Income tax expense                                                8     (26)       (98)       (73.5)
 Profit for the financial period                                         927        909        2.0
 Other comprehensive income / (loss):
 Items that may be reclassified subsequently to profit or loss:
 Currency translation gains / (losses) arising from consolidation        1,575      (496)      n.m.
 Total comprehensive income for the financial period                     2,502      413        505.8

 Profit for the period attributable to:
 - Equity holders of the Company                                         927        909        2.0
 - Non-controlling interests                                             -          -
                                                                         927        909        2.0
 Total comprehensive income attributable to:
 - Equity holders of the Company                                         2,502      413

                                                                                               505.8
 - Non-controlling interests                                             -          -
                                                                         2,502      413        505.8
 Earnings per share for profit (in USD)
 - Basic and diluted earnings per share                            10    0.002      0.003      (35.2)

 

The accompanying accounting policies and explanatory notes form an integral
part of the condensed interim financial statements

 

 

B.   Condensed Consolidated Interim Statements of Financial Position

 

                                                                                     Group                          Company
                                                                                     Unaudited   Audited         Unaudited   Audited
                                                                     Note            30-06-2025  31-12-2024      30-06-2025  31-12-2024
                                                                                     USD'$000    USD'$000        USD'$000    USD'$000
 ASSETS
 Current assets
 Cash and cash equivalents                                           13               25,618      39,832          8,655       29,074
 Trade and other receivables                                                          8,023       6,362           104         60
 Contract assets                                                                      6,165       3,595           -           -
 Total current assets                                                                 39,806      49,789          8,759       29,134

 Non-current assets
 Investment in financial assets at amortised cost                    13               1,456       1,461           1,456       1,461
 Property, plant and equipment                                                        1,999       1,935           -           -
 Right-of-use assets                                                                  3,499       3,004           -           -
 Intangible assets                                                                    16,819      1,932           415         439
 Investment in subsidiaries                                                           -           -               35,020      34,612
 Deferred income tax assets                                                           1,882       1,840           -           -
 Other non-current assets                                                             504         302             -           -
 Total non-current assets                                                             26,159      10,474          36,891      36,512

 Total assets                                                                        65,965      60,263          45,650      65,646

 LIABILITIES
 Current liabilities
 Trade and other payables                                                             4,860       5,940           286         20,462
 Contract liabilities                                                                 168         138             -           -
 Current income tax liabilities                                                       35          17              -           -
 Lease liabilities                                                   13               1,735       1,175           -           -
 Total current liabilities                                                            6,798       7,270           286         20,462

 Non-current liabilities
 Lease liabilities                                                   13               1,779       1,886          -           -
 Deferred income tax liabilities                                                      2,835       1,111          -           -
 Other non-current liabilities                                                        1,731       -              -           -
 Total non-current liabilities                                                        6,345       2,997          -           -

 Total liabilities                                                                    13,143      10,267         286         20,462

 NET ASSETS                                                                          52,822      49,996          45,364       45,184

 EQUITY
 Capital and reserves attributable to equity holders of the Company
 Share capital                                                       14               13,365      13,365          13,365      13,365
 Other reserves                                                                       30,928      28,943          34,882      34,476
 Retained profits/(accumulated losses)                                                8,529       7,688          (2,883)     (2,657)
 Total equity                                                                         52,822      49,996          45,364      45,184

 

The accompanying accounting policies and explanatory notes form an integral
part of the condensed interim financial statement

 

 

C.   Condensed Consolidated Interim Statements of Cash Flow

                                                                    Group
                                                                    Six Months Ended
                                                                    1H2025       1H2024
                                                                    USD'$000     USD'$000
                                                                    Unaudited    Unaudited

 Cash flows from operating activities
 Profit before income tax                                            953         1,007
 Adjustments for:
 - Depreciation of property, plant and equipment                     397         310
 - Depreciation of right-of-use assets                               770         578
 - Amortisation of intangible assets                                 329         50
 - Share-based compensation expense                                  406         176
 - Reversal of impairment loss on financial assets                   (1)         (53)
 - Interest income                                                   (339)       (140)
 - Finance expenses                                                  71          39
 - Losses on disposal of property, plant and equipment               192         11
 - Gain arising from lease modification                             (36)         -
 - Exchange (gains)/losses                                          1,544        (39)
                                                                    4,286        1,939
 Changes in working capital:
 - Contract assets                                                   (2,248)     (855)
 - Trade and other receivables                                       136         142
 - Contract liabilities                                              4           50
 - Trade and other payables                                          (1,847)     (511)
 Cash generated from operations                                     331          765
 Interest received                                                    339        140
 Income tax paid                                                     (48)        -
 Net cash generated from operating activities                       622          905

 Cash flows from investing activities
 Additions to property, plant and equipment                          (185)       (148)
 Proceeds from disposal of property, plant and equipment            -            19
 Decrease in prepayments for equipment                               (123)       -
 Additions to intangible assets                                      (26)        (27)
 Decrease in refundable deposits                                     9           8
 Acquisition of subsidiaries, net of cash acquired                   (13,159)    (2,032)
 Purchase of bonds                                                  -            (1,469)
 Net cash used in investing activities                               (13,484)    (3,649)

 Cash flows from financing activities
 Principal payments of lease liabilities                             (645)       (579)
 Interest paid                                                       (56)        (39)
 Cash dividends paid                                                 (82)        (1,059)
 Net cash generated from financing activities                        (783)       (1,677)
 Net changes in cash and cash equivalents                            (13,645)    (4,421)
 Cash and cash equivalents
 Beginning of financial period                                       39,832      16,423
 Effects of exchange rate changes on cash and cash equivalents       (569)       (371)
 End of financial period                                             25,618      11,631

 

The accompanying accounting policies and explanatory notes form an integral
part of the condensed interim financial statements

 

 

D.   Condensed Consolidated Interim Statements of Changes in Equity

 

                                                              Attributable to owners of the Group
                                                                        Other reserves
                                                              Share     Capital reserves  Other reserves  Currency translation reserve  Retained  Total equity

                                                              capital                                                                   profits
 Group                                                        USD'$000  USD'$000          USD'$000        USD'$000                      USD'$000  USD'$000
 Balance at 1 January 2025
 Beginning of financial period                                13,365    33,468            (2,063)         (2,462)                       7,688     49,996
 Profit for the period                                        -         -                 -               -                             927       927
 Other comprehensive income for the period                    -         -                 -               1,575                         -         1,575
 Total comprehensive income for the period                    -         -                 -               1,575                         927       2,502
 Transactions with owners, recognised directly in equity
 Profit appropriations to statutory reserves                  -         -                 4               -                             (4)       -
 Cash Dividends                                               -         -                 -               -                             (82)      (82)
 Share-based compensation expense                             -         -                 406             -                             -         406
                                                              -         -                 410             -                             (86)      324
 Balance at 30 June 2025                                      13,365    33,468            (1,653)         (887)                         8,529     52,822

 Balance at 1 January 2024
 Beginning of financial period                                8,615     8,818             (3,071)         (1,138)                       8,223     21,447
 Profit for the period                                        -         -                 -               -                             909       909
 Other comprehensive loss for the period                      -         -                 -               (496)                         -         (496)
 Total comprehensive income for the period                    -         -                 -               (496)                         909       413
 Transactions with owners, recognised directly in equity
 Cash Dividends                                               -         -                 -               -                             (1,059)   (1,059)
 Share-based compensation expense                             -         -                 176             -                             -         176
                                                              -         -                 176             -                             (1,059)   (883)
 Balance at 30 June 2024                                      8,615     8,818             (2,895)         (1,634)                       8,073     20,977

 

The accompanying accounting policies and explanatory notes form an integral
part of the condensed consolidated interim financial statements

 

                                                              Attributable to owners of the Company
                                                                        Other reserves
                                                              Share     Capital reserves  Other reserves      Accumulated  Total equity

                                                              capital                                         losses
 Company                                                      USD'$000  USD'$000          USD'$000            USD'$000     USD'$000
 Balance at 1 January 2025
 Beginning of financial period                                13,365    33,468            1,008               (2,657)      45,184
 Loss for the period                                          -         -                 -                   (144)        (144)
 Total comprehensive loss for the period                      -         -                 -                   (144)        (144)
 Transactions with owners, recognised directly in equity
 Cash Dividends                                               -         -                 -                   (82)         (82)
 Share-based compensation expense                             -         -                 406                 -            406
                                                              -         -                 406                 (82)         324
 Balance at 30 June 2025                                      13,365    33,468            1,414               (2,883)      45,364

 Balance at 1 January 2024
 Beginning of financial period                                8,615     8,818             -                   648          18,081
 Loss for the period                                          -         -                 -                   (312)        (312)
 Total comprehensive loss for the period                      -         -                 -                   (312)        (312)
 Transactions with owners, recognised directly in equity
 Cash Dividends                                               -         -                 -                   (1,059)      (1,059)
 Share-based compensation expense                             -         -                 176                 -            176
                                                              -         -                 176                 (1,059)      (883)
 Balance at 30 June 2024                                      8,615     8,818             176                 (723)        16,886

 

The accompanying accounting policies and explanatory notes form an integral
part of the condensed consolidated interim financial statements

 

 

E.  Notes to the Condensed Consolidated Interim Financial Statements

 

1          Corporate information

 

Winking Studios Limited (the "Company") was incorporated in the Cayman Islands
on 15 December 2005 pursuant to the Cayman Islands Companies Act as an
exempted company with limited liability, under the name "Winking Entertainment
Ltd". The Company was listed on the Catalist of Singapore Exchange Securities
Trading Limited (the "SGX-ST") on 20 November 2023 and dual listed on the
Alternative Investment Market ("AIM") of London Stock Exchange plc ("LSE") on
14 November 2024.

 

The address of the Company's registered office is P.O. Box 31119 Grand
Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205, Cayman
Islands.

 

The Company is an investment holding company. The Company, together with its
subsidiaries (the "Group") are principally engaged in the operation of art
outsourcing and game development studios in the People's Republic of China
(the "PRC"), the Republic of China ("Taiwan"), and Malaysia.

 

The Group is one of the largest Art Outsourcing and Game Development studios
in Asia. Currently, the Group has employees across Singapore, Malaysia,
Shanghai, Nanjing, Suzhou, Dalian, Tianjin and Taipei. Clients of our Art
Outsourcing and Game Development services include 22 of the top 25 game
publishers around the globe.

 

2          Basis of preparation

 

The unaudited condensed consolidated interim financial statements for the six
months ended 30 June 2025 have been prepared in accordance with International
Financial Reporting Standards (IFRS) as issued by the International Accounting
Standards Board (IASB), specifically IAS34 Interim Financial Reporting
("IFRS(I)s"). The condensed consolidated interim financial statements do not
include all the information required for a complete set of financial
statements. However, selected explanatory notes are included to explain events
and transactions that are significant to an understanding of the changes in
the Group's financial position and performance since the last annual financial
statements for the financial year ended 31 December 2024 ("FY2024").

 

Adoption of IFRS

The Group has transitioned from Singapore Financial Reporting Standards
(International) ("SFRS(I)s") to IFRS(I)s to better meet the expectations of
global and international investors and shareholders, as well as to enhance the
comparability of the Group's financial reports with international peers. The
condensed consolidated interim financial statements for the financial period
ended 30 June 2024 are the first set of condensed consolidated interim
financial statements the Group prepared in accordance with IFRS.

 

In adopting IFRS on 1 January 2024, the Group is required to apply all of the
specific transition requirements in IFRS1 First-time Adoption of IFRS. The
Group's opening balance sheet has been prepared as of 1 January 2024, which is
the Group's date of transition to IFRS.

 

The accounting policies adopted for the unaudited condensed consolidated
interim financial statements for the financial period ended 30 June 2025 are
consistent with those adopted in the last audited financial statements for
FY2024 , which were prepared in accordance with IFRS(I)s, except for the
adoption of new and amended standards as set out below,

 

Adoption of new or amended IFRS

New or amended Standards and Interpretations effective for annual periods
beginning on or after 1 January 2025:

 

   1 January 2025  Amendments to:
                   -     IAS 21: Lack of Exchangeability

 

The amendments listed above did not have any impact on the amounts recognised
in prior periods and are not expected to have a significant effect on the
current or future periods.

 

Presentation Currency

These unaudited condensed consolidated interim financial statements are
presented in United States Dollars ("USD" or "US$"), the functional currency
of the Company. All amounts are rounded to the nearest thousand ("US$'000"),
unless otherwise stated.

 

 2.1 Critical accounting estimates, assumptions and judgements

The preparation of financial statements requires management to make estimates,
assumptions, and judgements that affect the reported amounts of assets,
liabilities, income, and expenses. These are continually evaluated based on
historical experience and other factors, including reasonable expectations of
future events.

 

Estimates of contract assets and service revenue

The Group recognises contract assets and service revenue when the individual
performance obligation is fulfilled or over time. Service revenue is based on
the price specified in the contract. The stage of completion is estimated
based on the actual labour hours acknowledged by customers relative to the
total contractual expected labour hours.

 

Management has to estimate the total labour hours to complete each project,
which are contractually agreed with customers to determine the Group's
recognition of art outsourcing revenue.

 

Significant judgement is used to estimate the total labour hours required to
complete each project. In making these estimates, management has relied on the
experienced staff and also on past experience of completed projects to
determine the total labour hours required to complete each project.

 

Impairment of goodwill

In performing the impairment assessment of the carrying amount of goodwill,
the recoverable amounts of the cash generating units ("CGUs") in which
goodwill is attributable to, are determined using value-in-use ("VIU")
calculation.

 

Significant judgements are used to estimate the revenue growth rate, terminal
growth rate and discount rates applied in computing the recoverable amounts of
different CGUs.

 

In making these estimates, management has relied on past performance, its
expectations of market developments in Malaysia and Taiwan, and the industry
trends for art outsourcing.

 

For its goodwill recognised, the change in the estimated recoverable amount
from any reasonably possible change on the key estimates does not materially
cause the recoverable amount to be lower than its carrying amount.

 

3  Seasonal operations

The Group's businesses were not affected significantly by seasonal or cyclical
factors during the financial period.

 

4  Segment and revenue information

For management purposes, the Group is organised into business units based on
our products and services, and has three reportable operating segments as
follows:

 

(i)         Original Equipment Manufacturer ("Art Outsourcing
Segment"), where the Group creates and develops digital art assets as part of
our provision of art outsourcing services. The Group has the capabilities to
provide a wide gamut of design services, including 2D concept art, 3D
modelling, 2D animation, 3D animation and visual effects, which includes
environment design and game character design.

 

(ii)         Original Design Manufacturer ("Game Development
Segment"), where the Group provides game development services, including
programming, development, design and script writing of games; and

 

(iii)        Global Publishing and Other Services Segment, where the
Group (i) releases game products developed by us as well as third party game
developers on global game platforms, including PlayStation, Switch and Steam
(the "Global Publishing Segment"); and (ii) sell our video games developed
in-house and peripheral gaming products ("Other Services Segment")
(collectively, the "Global Publishing and Other Services Segment"). During the
financial period ended 30 June 2025, the revenue contribution from our Other
Services Segment was insignificant.

 

The chief operating decision maker ("CODM") has been identified as the
Executive Director and CEO (Founder) of the Company who reviews the Group's
internal reporting in order to assess performance and allocate resources. The
CODM has allocated resources and assessed the performance of the operating
segments based on these reports.

 

4.1        Reportable Segments

 

The segment information provided to the Executive Director for the reportable
segments are as follows:

 

                                                  Six Months Ended 30 June 2025
                                                  Art Outsourcing Segment         Game Development Segment         Global Publishing         Total

                                                                                                                   and Others
 Segment revenue                                  USD'$000                        USD'$000                         USD'$000                  USD'$000
 Service revenue                                  15,906                          3,413                            -                         19,319
 Licensing and product revenue                    -                               -                                66                        66
                                                  15,906                          3,413                            66                        19,385
 Profit before income tax                         565                             371                              17                        953
 Significant non-cash items
 Depreciation of property, plant and equipment    326                             70                               1                         397
 Depreciation of right-of-use assets              632                             136                              2                         770
 Amortisation of intangible assets                270                             58                               1                         329
 Segment assets 1                                 52,583                          11,282                           218                       64,083
 Included in the segment assets:
 Trade receivables and other receivables          6,584                           1,413                            26                        8,023
 Additions to:
 Property, plant and equipment                    151                             33                               1                         185
 Right-of-use assets                              352                             75                               1                         428
 Intangible assets                                21                              5                                -                         26
 Segment liabilities 2                            8,458                           1,815                            35                        10,308

 

The segment information provided to the Executive Director for the reportable
segments are as follows:

 

                                                  Six Months Ended 30 June 2024
                                                  Art Outsourcing Segment         Game Development Segment         Global Publishing         Total

                                                                                                                   and Others
 Segment revenue                                  USD'$000                        USD'$000                         USD'$000                  USD'$000
 Service revenue                                  12,631                          2,495                            -                         15,126
 Licensing and product revenue                    -                               -                                99                        99
                                                  12,631                          2,495                            99                        15,225
 Profit before income tax                         555                             429                              23                        1,007
 Significant non-cash items
 Depreciation of property, plant and equipment    257                             51                               2                         310
 Depreciation of right-of-use assets              480                             95                               3                         578
 Amortisation of intangible assets                41                              8                                1                         50
 Segment assets 3                                 23,127                          4,569                            181                       27,877
 Included in the segment assets:
 Trade receivables and other receivables          3,356                           663                              26                        4,045
 Additions to:
 Property, plant and equipment                    123                             24                               1                         148
 Right-of-use assets                              150                             29                               1                         180
 Intangible assets                                23                              4                                -                         27
 Segment liabilities 4                            6,127                           1,210                            48                        7,385

 

4.2 Geographical information

 

Revenue

Revenue from external customers was classified based on the customers'
respective locations. Geographical information is as follows:

 

                                      Group
                                      Six Months Ended 30 June
                                      1H2025         1H2024
                                      USD'$000       USD'$000
 Mainland China and Hong Kong 5       7,581          5,030
 Taiwan6                              3,286          3,210
 United States                        2,851          1,862
 South Korea                          2,601          3,136
 Japan                                1,718          1,533
 Other                                1,348          454
 Total Revenue                        19,385         15,225

 

Revenue from Mainland China and Hong Kong is contributed by two segments, one
is from Chinese customers in Mainland China and Hong Kong and the other is
from Mainland China and Hong Kong (non-China) that comprises (i) Chinese
subsidiaries from European and American customers and (ii) overseas
subsidiaries of Chinese customers.

 

In 1H2025, Chinese customers from Mainland China and Hong Kong accounted for
22.8% of the Group's total revenue, while Mainland China and Hong Kong
(non-China) accounted for 16.3% of the Group's total revenue. On a combined
basis, Mainland China and Hong Kong accounted for 39.1% of the Group's total
revenue.

 

In 1H2024, Chinese customers from Mainland China and Hong Kong accounted for
28.6% of the Group's total revenue, while Mainland China and Hong Kong
(non-China) accounted for 4.4% of the Group's total revenue. On a combined
basis, Mainland China and Hong Kong accounted for 33.0% of the Group's total
revenue.

 

The Group continue to make good progress with our revenue diversification
strategy, which saw the United States market and other region, delivering
revenue growth in 1H2025 as compared to 1H2024 and we expect further
diversification as we seek to build out our UK office to facilitate a direct
presence in key Western markets, including the US and Europe.

 

Non-current assets

Non-current assets were classified based on the assets' respective locations.
Geographical information is as follows:

 

                                   Group
                                   As at
                                   30 June 2025  30 June 2024
                                   USD'$000      USD'$000
 Mainland China and Hong Kong      19,662        2,548
 Taiwan                            3,130         3,422
 Others7                            1,485        1,988
 Total                             24,277        7,958

 

5  Property, Plant and equipment

During the six months ended 30 June 2025, the Group acquired assets amounting
to approximately US$0.19 million (30 June 2024: US$0.15 million) and the Group
disposed of assets amounting to US$0.19 million (30 June 2024: US$0.03
million).

 

6  Loans and borrowings

During the six months ended 30 June 2025 and 30 June 2024, the Group does not
have any banking facilities or other borrowings.

 

7 Others here refers to the Cayman Islands, Malaysia and Singapore

 

7  Profit before taxation

Profit before tax includes the following:

                                                          Group
                                                          Six Months Ended

                                                          30 June
                                                          1H2025     1H2024
                                                          USD'$000   USD'$000
 Government grant income                                  54         278
 Other income from ultimate holding company               66         92
 Gain arising from lease modification                     36         -
 Foreign exchange gains                                    232       12
 Losses on disposal of property, plant and equipment      (192)      (11)
 Reversal of impairment loss on financial assets          1          53
 Interest income                                           339       140
 Depreciation of property, plant and equipment            (397)      (310)
 Depreciation of right-of-use assets                      (770)      (578)
 Amortisation of intangible assets                        (329)      (50)

 

8  Taxation

The Group calculates the period income tax expense using the tax rate that
would be applicable to the expected total annual earnings. The major
components of income tax expense in the condensed interim consolidated
statement of profit or loss are:

 

                                                    Group
                                                    Six Months Ended

                                                    30 June
                                                    1H2025     1H2024
                                                    USD'$000   USD'$000
 Current income tax                                 34         16
 Under-provision for income taxes                    32          -
 Total current income tax                           66         16
 Deferred income tax (credit)/expense               (40)       82
 Income tax expense recognised in profit or loss    26         98

 

9  Dividends

                                                                  Group
                                                                      Six Months Ended

                                                                      30 June
                                                                      1H2025     1H2024
                                                                      USD'$000   USD'$000
 No interim dividend has been proposed for 1H2025 (1H2024: Nil )      -          -

 

 

10 Earnings per share ("EPS")

(a)        Basic earnings per share

                                                                     Group
                                                                     Six Months Ended

                                                                     30 June
                                                                             1H2025    1H2024
                                                                             USD'$000  USD'$000
 Earnings per ordinary share for the period:
 Net profit attributable to equity holders of the Company (USD'000)          927       909
 Weighted average number of ordinary shares ('000)                           440,365   279,698
 Basic earnings per share (in USD)                                            0.002     0.003

 

The weighted average number of ordinary shares outstanding for 1H2025 had been
adjusted to reflect:

(i)         The placement of 108,000,000 new Shares at S$0.25 per
Share on 8 July 2024; and

(ii)         The AIM dual listing placement of 52,666,667 new Shares
at £0.15 per Share (equivalent to S$0.26) on 14 November 2024.

 

The total number of issued shares of the Company was 440,364,942 Shares as of
31 December 2024. No additional share issuance occurred as at 30 June 2025.

 

(b)        Diluted earnings per share

                                                                     Group
                                                                     Six Months Ended

                                                                     30 June
                                                                             1H2025    1H2024
                                                                             USD'$000  USD'$000
 Earnings per ordinary share for the period:
 Net profit attributable to equity holders of the Company (USD'000)          927       909
 Weighted average number of ordinary shares ('000)                           443,020    280,039
 Diluted earnings per share (in USD)                                          0.002     0.003

 

11  Net asset value per share

                                                 Group                       Company
                                                 As at                       As at
                                                     30-06-2025  31-12-2024  30-06-2025  31-12-2024
 Net asset (USD'$000)                                52,822      49,996      45,364      45,184
 Number of ordinary shares ('000)                    440,365     440,365     440,365     440,365
 Net asset value per ordinary share (USD cents)      12.00       11.35       10.30       10.26

 

Net asset value per share is calculated by dividing the Group's net assets
attributable to owners of the Company by the total number of issued ordinary
shares as at 30 June 2025 and 31 December 2024.

 

12  Related party transactions

 

 Names of related parties                 Relationship with the Company
 Acer Incorporated                        Controlling Shareholder
 Acer Gaming Inc.                         Associate of Controlling Shareholder
 Acer America Corporation                 Associate of Controlling Shareholder
 Directors, President and Key Management  The Group's key management and governance
 Ivan Tech. Co., Ltd.                     Associate of Controlling Shareholder

 

(a)        Transactions with related parties

                                                                                Six Months Ended

                                                                                30 June
                                                                                1H2025     1H2024
                                                                                USD'$000   USD'$000
 Administrative fees to holding Companies and other related parties              7         4
 Distribution and marketing fees to other related parties                       -          95
 Reimbursement of research and development costs from ultimate holding company   313       172
 Other income from ultimate holding company                                      66        92
 Advance payable to ultimate holding company                                    71         36

 

(b)        Key management personnel compensation

                               Six Months Ended

                               30 June
                               1H2025     1H2024
                               USD'$000   USD'$000
 Short-term employee benefits  370        307
 Share-based compensation      345        158
 Total                         715        465

 

13  Fair value of assets and liabilities

 

                                                   Group                     Company
                                                         Unaudited   Audited         Unaudited   Audited
                                                         30-06-2025  31-12-2024      30-06-2025  31-12-2024
                                                         USD'$000    USD'$000        USD'$000    USD'$000
 Financial assets carried at amortised cost
 Cash and cash equivalents                         25,618            39,832           8,655      29,074
 Trade and other receivables                       7,445             5,825            104        60
 Investment in financial assets at amortised cost        1,456       1,461            1,456      1,461
 Other non-current assets - refundable deposits           422        289             -           -
                                                   34,941            47,407           10,215     30,595
 Financial liabilities measured at amortised cost
 Trade and other payables                           4,860            5,940            286        20,462
 Lease liabilities
 - Current                                          1,735            1,175            -          -
 - Non-current                                      1,779            1,886            -          -
                                                   8,374             9,001           286         20,462

 

14  Share capital

                                      Issued share capital
                                      No. of           Amount
                                      ordinary shares  USD'$000
 2025
 Beginning / End of financial period  440,364,942      13,365

 2024
 Beginning of financial year          279,698,275      8,615
 Shares issued (S$0.04 per share)     108,000,000      3,185
 Shares issued (S$0.04 per share)     52,666,667       1,565
 As at 31 December 2024               440,364,942      13,365

 

On 8 July 2024, the Company raised a total of S$27.0 million through a
placement, issuing 108,000,000 ordinary shares at an issue price of S$ 0.25
per share. Prior to the placement, the total number of issued shares was
279,698,275. Following the placement, the total number of issued shares
increased to 387,698,275. The proceeds from the placement resulted in an
increase in total equity of US$19,910,000, comprising an increase in share
capital of US$3,185,000 and an increase in capital reserves of US$16,725,000.

 

On 14 November 2024, the Company was dual listed on the AIM Market of the LSE
under the ticker symbol "WKS.LON". The Company issued 52,666,667 ordinary
shares at an issue price of £0.15 per share, raising a total of £7,900,000.
Prior to the dual listing, the total number of issued shares was 387,698,275.
Following the dual listing, the total number of issued shares increased to
440,364,942. The proceeds from the dual listing resulted in an increase in
total equity of US$10,006,000, comprising an increase in share capital of
US$1,565,000 and an increase in capital reserves of US$8,441,000.

 

As at 30 June 2024 and 30 June 2025, the Company did not hold any treasury
shares and subsidiary holdings. However, the Company has outstanding warrants
to be issued to brokers and advisors related to its AIM dual listing in the UK
in 2024 and unvested shares Awards granted to employees, which may result in
future issuance of shares.

 

15  Share-based compensation ("Awards")

 

a.         Winking Studios Performance Share Plan ("Winking PSP") -
Plan 1:

Grant Date: 21 April 2025

Quantity Granted: 1,950,000 shares (par value S$0.04 per share)

Vesting Conditions: Up to 6 years of service

Grantees: Full-time employees of Winking Studios Limited Group who meet
specific criteria

 

Currently, the grant of this Awards under the Winking Studios Performance
Share Plan is scheduled to distribute shares in four annual installments from
2025 to 2028 with vesting period ranging from 2029 to 2031. Each installment
is subject to different personal performance evaluation indicators, the
Company's operational goals, and service tenure. The actual issuance of Awards
to eligible employees will occur upon achieving these three indicators.
Full-time employees who have been granted these Awards are eligible to
subscribe to the allocated shares at a price of S$ 0 per share. Employees who
do not meet the vesting conditions shall not obtain the Awards pursuant to the
Winking Studios Performance Share Plan.

 

b.         Winking PSP - Plan 2:

Grant Date: 8 April 2024

Quantity Granted: 20,808,000 shares (par value S$0.04 per share)

Vesting Conditions: Up to 7 years of service

Grantees: Full-time employees of Winking Studios Limited Group who meet
specific criteria

 

On 27 September 2023, Winking Studios Limited approved the "Winking Studios
Performance Share Plan" at an Extraordinary General Meeting. On 8 April 2024,
the Remuneration Committee resolved to issue 20,808,000 shares to eligible
full-time employees. Subject to respective vesting conditions, a total of up
to 12,580,000 shares will be granted to the Executive Director and CEO
(Founder) Mr. Johnny Jan, 2,240,000 shares will be granted to the finance
director Oliver Yen and up to 5,988,000 shares to the remaining employees.

 

Currently, the grant of this Awards under the Winking Studios Performance
Share Plan is scheduled to distribute shares in five annual installments from
2024 to 2028 with vesting period ranging from 2026 to 2030. Each installment
is subject to different personal performance evaluation indicators, the
Company's operational goals, and service tenure. The actual issuance of Awards
to eligible employees will occur upon achieving these three indicators.
Full-time employees who have been granted these Awards are eligible to
subscribe to the allocated shares at a price of S$ 0 per share. Employees who
do not meet the vesting conditions shall not obtain the Awards pursuant to the
Winking Studios Performance Share Plan.

 

                                 2025                    2024
 Awards granted but not vested:  No. of ordinary shares  No. of ordinary shares
 Balance at 1 January            20,808,000              -
 Granted                         1,950,000               20,808,000
 Balance at 30 June              22,758,000              20,808,000

 

Such Awards that are expected to be share-settled are measured at their fair
values at the granted date. The fair value is measured based on the share
price and vesting condition at the granted date by Monte Carlo method.

 

 Plan    Part  No. of Shares  Fair value per Shares
 Plan 2  A     5,328,000      S$ 0.2393
 Plan 2  B     11,800,000     S$ 0.2125~0.2333
 Plan 2  C     3,680,000      S$ 0.1292~0.1603
 Plan 1  D     1,625,000      S$ 0.2485~0.2493
 Plan 1  E     325,000        S$ 0.2209~0.2409

 

16  Warrants

 

On 8 November 2024, Winking Studios Limited granted a total of 4,487,359
warrants to Grantee A & Grantee B, as part of the company's financial
advisory and structuring arrangements related to its AIM dual listing in the
UK in 2024. These warrants form part of the listing expenses, compensating the
brokers and advisors who played a key role in the listing process. The
warrants entitle the holders to subscribe for ordinary shares at £0.15 per
warrant within the respective exercise periods. As of 30 June 2025, no
warrants have been exercised.

 Warrants Issued but Not Exercised  No. of Warrants  Fair value per share as of grant date
 Granted (A)                        83,710           £0.0591
 Granted (B)                        4,403,649        £0.0777
 Beginning / End of 30 June 2025    4,487,359

 

F. Other information required by the Appendix 7C of the Catalist Rules

 

1          Review

The condensed consolidated interim financial statements of Winking Studios
Limited and its subsidiaries as at 30 June 2025 (comprising the statement of
financial position, comprehensive income, changes in equity, and cash flows)
and related notes have not been audited or reviewed by our auditors.

 

2          Where the latest financial statements are subject to an
adverse opinion, qualified opinion or disclaimer of opinion (this is not
required for any audit issue that is a material uncertainty relating to going
concern):-

(a)        Updates on the efforts taken to resolve each outstanding
audit issue.

Not applicable. The Group's latest audited financial statements are not
subject to an adverse opinion, qualified opinion or disclaimer of opinion.

 

(b)        Confirmation from the Board that the impact of all
outstanding audit issues on the financial statements have been adequately
disclosed.

Not applicable. The Group's latest audited financial statements are not
subject to an adverse opinion, qualified opinion or disclaimer of opinion.

 

3          A review of the Group's performance, sufficient for a
reasonable understanding of its business. The disclosure will include
significant factors affecting turnover, costs, and earnings during the
current period, including applicable seasonal or cyclical factors. It will
also disclosure material factors impacting cash flow, working capital,
assets, or liabilities during the current period.

 

1)         Statements of Profit and Loss and Other Comprehensive
Income

 

1H2025 vs 1H2024

Revenue

 

The Group's revenue increased from US$15.2 million in 1H2024 to US$19.4
million in 1H2025, an increase of US$4.2 million, representing a year-on-year
growth of 27.3%, primarily driven by the revenue contribution of US$4.1
million from the acquisition of Mineloader in 1H2025. Excluding the impact of
exchange rate fluctuations, the Group's revenue would have increased by 27.1%
year-on-year on a constant currency basis.

 

Excluding Mineloader's revenue contribution, the Group's revenue in 1H2025
remained relatively stable.

 

3  Review of the performance of the group(cont'd)

 

Art Outsourcing segment: Historically, the majority of the Group's revenue was
contributed by this business segment and in 1H2025, it accounted for 82.1% of
the Group's overall revenue. Revenue from this business segment increased by
US$3.3 million or 25.9% to US$15.9 million as compared to 1H2024, mainly due
to increased orders from both new and existing clients in Mainland China,
United States, Malaysia, and other regions.

 

Game Development segment: In 1H2025, this business segment contributed 17.6%
of the Group's overall revenue, with a revenue growth of US$0.9 million or
36.8% to US$3.4 million as compared to 1H2024. The revenue growth in 1H2025
was mainly supported by stronger demand from customers in Mainland China and
Australia.

 

Global Publishing and Other Services segment: In 1H2025, this business segment
contributed revenue of US$0.07 million or 0.3% of the Group's overall revenue,
which is lower than the US$0.10 million recognised in 1H2024.

 

Gross Profit

 

Corresponding to higher revenue in 1H2025, the Group's gross profit increased
to US$5.9 million, which represents a year-on-year growth of 38.2%.

 

The Group's gross profit margin increased to 30.2% in 1H2025 from 27.9% in
1H2024, which was mainly driven by contributions from Mineloader that
specialises in higher margin AAA games from console platforms.

 

Other Income

 

Other income decreased by US$0.2 million or 59.2% to US$0.2 million in 1H2025,
compared to US$0.4 million in 1H2024. This decline was primarily due to
non-recurring items recognised in 1H2024: US$0.2 million of government grant
received for Equity Market Singapore Scheme from the Monetary Authority of
Singapore for our IPO listing on the Catalist of the Singapore Exchange.

 

Other Gains/(Losses) - Net

 

The Group recorded a net other gain of US$0.05 million in 1H2025, compared to
a net loss of US$0.04 million in 1H2024, which was primarily attributable to
an increase of US$0.2 million in foreign exchange gains, partially offset by
losses of approximately US$0.2 million arising from the disposal of assets.

 

Distribution and marketing expenses

 

Distribution and marketing expenses increased marginally by US$0.1 million
from US$1.0 million in 1H2024 to

US$1.1 million in 1H2025. The increase was mainly due to the ongoing
distribution and marketing expenses of US$0.1 million related to the AIM dual
listing on LSE.

 

Administrative Expenses

 

Administrative expenses increased by 57.9% or US$1.6 million, from US$2.7
million in 1H2024 to US$4.3 million in 1H2025, which was mainly due to:

·              Aggregation of administrative costs associated
with the three newly acquired subsidiaries (Mineloader, Pixelline and On
Point) amounted to US$0.6 million;

·          Amortisation expenses of intangible assets that amounted
to US$0.2 million generated from acquisition;

·              Ongoing administrative expenses of US$0.2 million
related to the AIM dual listing on LSE; and

·          Higher share-based compensation expenses of US$0.2
million.

 

Reversal of impairment loss on financial assets

 

Reversal of impairment loss on financial assets decreased 98.1% from US$0.1
million to US$0.001 million in 1H2025, mainly attributed to the reversal of
bad debt provisions previously recognised under credit impairment losses in
1H2024.

 

Interest Income

 

Interest income increased 142.1% from US$0.1 million in 1H2024 to US$0.3
million in 1H2025, which was mainly attributed to a rise in cash holdings and
improved investment returns during 1H2025.

 

Income Tax Expenses

 

Income tax expenses decreased 73.5% from US$0.1 million to US$0.03 million in
1H2025, mainly attributed to reversal of deferred income tax liabilities
arising from the reconciliation of customer relationship amortization
following the acquisition of Mineloader.

 

Finance Expenses

 

Finance expenses increased 82.1% from US$0.04 million to US$0.07 million in
1H2025, mainly attributed to interest expense on the present value of
long-term liabilities recognised in connection with the acquisition of
Mineloader.

 

As a result of the above, the Group's net profit rose slightly by 2% to
US$0.93 million in 1H2025, up from US$0.91 million in 1H2024.

 

2)         Statements of Financial Position

 

The comparative analysis of assets and liabilities was based on the Group's
financial statements as at 31 December 2024 and 30 June 2025.

 

Current assets decreased by approximately US$10.0 million or 20.1% from
US$49.8 million as at 31 December 2024 to US$39.8 million as at 30 June 2025,
mainly due to the following:

 

Cash and Cash Equivalents

 

Cash and cash equivalents totalled US$25.6 million as at 30 June 2025, a
decrease of US$14.2 million or 35.7% from US$39.8 million as at 31 December
2024. The decrease was mainly due to a US$13.2 million payment related to the
acquisition of Mineloader.

 

Trade and Other Receivables

 

As at 30 June 2025, the Group's trade and other receivables amounted to US$8.0
million, an increase of US$1.7 million or 26.1% from US$6.4 million as at 31
December 2024. The increase was primarily attributable to the consolidation of
receivables from the acquisition of Mineloader.

 

Contract Assets

 

Contract assets totalled US$6.2 million as at 30 June 2025, an increase of
US$2.6 million or 71.5% from US$3.6 million as at 31 December 2024, mainly due
to the acquisition of Mineloader and a higher volume of work completed in
1H2025. Almost all of the contract assets from the previous year's output were
converted into trade receivables or cash collection.

 

Non-current assets increased by approximately US$15.7 million or 149.8% from
US$10.5 million as at 31 December 2024 to US$26.2 million as at 30 June 2025,
mainly due to the following:

 

Right-of-use Assets

 

Right-of-use assets increased slightly to US$3.5 million as at 30 June 2025,
an increase of US$0.5 million or 16.5% from US$3.0 million as at 31 December
2024, mainly due to new right-of-use assets arising from the acquisition of
Mineloader.

 

Intangible Assets

 

Intangible assets increased significantly to US$16.8 million as at 30 June
2025, an increase of US$14.9 million or 770.5% from US$1.9 million as at 31
December 2024, mainly due to the recognition of goodwill and intangible assets
from the acquisition of Mineloader.

 

Other Non-Current Assets

 

Other non-current assets amounted to US$0.5 million as at 30 June 2025, an
increase of US$0.2 million or 66.9% from US$0.3 million as at 31 December
2024. The increase was mainly attributable to the acquisition of Mineloader.

 

Current Liabilities decreased by approximately US$0.5 million or 6.5% from
US$7.3 million as at 31 December 2024 to US$6.8 million as at 30 June 2025,
mainly due to the following:

 

Trade and Other Payables

 

Trade and other payables decreased to US$4.9 million as at 30 June 2025, a
decrease of US$1.1 million or 18.2% from US$5.9 million as at 31 December
2024, which was mainly attributable to expedited payment schedule to
suppliers.

 

Current Income Tax Liabilities

 

Current income tax liabilities increased to US$0.04 million as at 30 June
2025, an increase of US$0.02 million or 105.9% from US$0.02 million as at 31
December 2024, which was mainly attributable to the acquisition of Mineloader.

 

Contract Liabilities

 

Contract liabilities increased to US$0.17 million as at 30 June 2025, a slight
increase of US$0.03 million or 21.7% from US$0.14 million at 31 December 2024,
which was mainly attributable to the acquisition of Mineloader.

 

Lease Liabilities

 

Lease liabilities increased to US$1.7 million as at 30 June 2025, an increase
of US$0.6 million or 47.7% from US$1.2 million as at 31 December 2024, which
was mainly attributable to new office lease agreements arising from the
acquisition of Mineloader.

 

Non-current liabilities increased by approximately US$3.3 million or 111.7%
from US$3.0 million as at 31 December 2024 to US$6.3 million as at 30 June
2025, mainly due to the following:

 

Deferred Income Tax Liabilities

 

Deferred income tax liabilities increased to US$2.8 million as at 30 June
2025, an increase of US$1.7 million or 155.2% from US$1.1 million as at 31
December 2024, which was mainly attributable to the acquisition of Mineloader.

 

Other Non-Current Liabilities

 

The Group recognised other non-current liabilities of US$1.7 million as at 1
April 2025, which is the share purchase consideration payable for the
acquisition of Mineloader that shall be paid on 31 March 2030.

 

Equity increased by approximately US$2.8 million or 5.7% from US$50.0 million
as at 31 December 2024 to US$52.8 million as at 30 June 2025, mainly due to
the following:

 

Other Reserves

 

Other reserves increased to US$30.9 million as at 30 June 2025, an increase of
US$2.0 million or 6.9% from US$28.9 million as at 31 December 2024, which was
mainly attributable to:

·       Increase of US$1.6 million from foreign currency translation
reserve arising from the translation of financial statements of foreign
operations into the Group's presentation currency in US$; and

·       Increase of US$0.4 million from share-based compensation
accruals.

 

Retained Profits

 

Retained profits increased to US$ 8.5 million as at 30 June 2025, an increase
of US$0.8 million or 10.9% from US$7.7 million at 31 December 2024, which was
primarily driven by net profit contribution of US$0.9 million.

 

3)     Statement of Cash Flows

 

Net Cash Generated from Operating Activities

 

Net cash generated from operating activities was US$0.6 million in 1H2025, as
compared to US$0.9 million generated in 1H2024. The lower cash inflow was
mainly due to a reduction in working capital in 1H2025 attributed to higher
contract assets during 1H2025 arising from the acquisition of Mineloader and
lower trade payables resulting from an expedited payment schedule to
suppliers.

 

Net Cash Used in Investing Activities

 

Net cash used in investing activities was US$13.5 million in 1H2025, compared
to US$3.6 million used in 1H2024, which was mainly attributable to the Group's
acquisition of Mineloader.

 

Net Cash Used in Financing Activities

 

Net cash used in financing activities was US$0.8 million in 1H2025, compared
to US$1.7 million used in 1H2024. This reduction was a result of lower cash
dividends paid during the period under review.

 

4          Where a forecast, or a prospect statement, has been
previously disclosed to shareholders, any variance between it and the actual
results.

 

For 1H2025, the Group has recognised revenue of US$19.4 million based on the
indicative bookings of our artists by customers of at least US$35.8 million
(over the next 24 months and subject to the final confirmation from customers)
as at 31 December 2024 as disclosed in our full-year results announcement for
FY2024, and Annual Report 2024.

 

Building on this momentum, barring unforeseen circumstances, the Group expects
a stronger project pipeline over the next 24 months based on indicative
bookings of our artists by customers of at least US$49.4 million (subject to
the final confirmation from customers) as at 30 June 2025. Of which, US$18.4
million of the indicative bookings is expected to be recognised in 2H2025.

 

5          A commentary at the date of the announcement of the
competitive conditions of the industry in which the group operates and any
known factors or events that may affect the group in the next reporting period
and the next 12 months.

 

The global gaming industry continues to expand at pace, with total market
revenues expected to grow from US$216.9 billion in 2023 to US$345.3 billion by
2028, representing a CAGR of 9.8%. The mobile games sector, which is currently
a key market of Winking Studios' art outsourcing business segment, is expected
to lead the overall industry, with a CAGR of 12.7% between 2023 and 2028.

 

As the industry continues to evolve, major game development companies are
increasingly outsourcing their game art and development needs to boost
efficiency, reduce fixed costs and make scaling easier, contributing to a
structural shift towards established external service providers such as
Winking Studios.

 

The global game art outsourcing market grew from US$1.8 billion in 2018 to
US$3.7 billion in 2023, representing a CAGR of 14.9%, and is expected to reach
US$7.1 billion in 2028. The mobile sector of the global game art outsourcing
industry is expected to continue to outpace other game outsourcing segments,
with a projected size of US$3.6 billion in 2028 and registering a CAGR of
16.7% between 2023 and 2028.

 

It is a similar story in game development outsourcing, a market which grew
from US$6.4 billion in 2018 to US$9.9 billion in 2023, representing a CAGR of
8.9%. Driven by the increased scope and complexity of games, this figure is
expected to grow to US$17.8 billion by 2028, representing a CAGR of 12.5%.

 

The Group intends to continue with our mergers and acquisitions business
strategy within our industry to strengthen our market position and expand our
business scope globally.

*All statistics and forecasts in this section are sourced from China Insights
Consultancy (October 2024)

 

With the indicative bookings and business expansion plans, the Group is of the
opinion that in FY2025, there will be increased hirings to expand our talent
pool, increased costs associated with marketing and administrative activities
as well as investments in enhancing our technology infrastructure to better
serve our customers.

 

The Group will continue to focus on project management and execution to
deliver high-quality and cost-effective

gaming services to our customers on a timely basis.

 

6    To show the total number of issued shares excluding treasury shares as
at the end of the current financial period and as at the end of the
immediately preceding year.

                                As at          As at

                                30 June 2025   31 December 2024
                                (Unaudited)    (Audited)

 Total number of issued shares  440,364,942    440,364,942

 

The Company did not have any treasury shares as at 30 June 2025 and 31
December 2024.

 

7    A statement showing all sales, transfers, cancellation and/ or use of
treasury shares as at the end of the current financial period reported on.

 

Not applicable. The Company did not have any treasury shares during and as at
the end of the current financial period reported on.

 

8          A statement showing all sales, transfers, cancellation
and/ or use of subsidiary holdings as at the end of the current financial
period reported on.

 

Not applicable. The Company did not have any subsidiary holdings during and as
at the end of the current financial period reported on.

9          If no dividend has been declared/recommended, a statement
to that effect.

 

The Board resolved not to declare an interim dividend payment for the six
months ended 30 June 2025, so as to conserve cash for the Group's growth
plans.

 

10  If the Group has obtained a general mandate from shareholders for
interested person transactions ("IPTs"), the aggregate value of such
transactions as required under Rule 920(1)(a)(ii). If no IPT mandate has been
obtained, a statement to that effect.

 

The Company had at its annual general meeting held on 30 April 2025 obtained
shareholders' approval for the renewal of the general mandate for IPTs. Save
as disclosed below, there are no other IPTs equal to or above SGD 100,000
(equivalent to USD 73,746) in 1H2025.

 

 Name of Interested Persons  Details of Transactions                                       Aggregate value of all IPTs during the financial period under review             Aggregate value of all IPTs conducted under shareholders' mandate pursuant to
                                                                                           (excluding transactions less than SGD 100,000 and transactions conducted under   Catalist Rule 920 during the financial period (excluding transactions less
                                                                                           shareholders' mandate pursuant to                                                than SGD 100,000)

                                                                                           Catalist Rule 920)                                                                (USD'000)

                                                                                           (USD'000)
 Acer Incorporated           Reimbursement of R&D costs from ultimate holding company      -                                                                                313
 Total                                                                                     -                                                                                313

 

11 (a) Use of Initial Public Offering ("IPO") proceeds as at date of this
announcement.

Pursuant to Rule 704(30) of the SGX-ST Listing Manual Section B: Rules of
Catalist, the Company received gross proceeds of SGD 8,000,000 (approximately
net proceeds of SGD 5,076,000) ("Net IPO Proceeds") from the placement of new
shares pursuant to the IPO on 20 November 2023.

 

As at the date of this announcement, the status on the use of the Net IPO
Proceeds is as follows:

 

 Use of net proceeds                                                            Amount in aggregate  Balance as at 20 November 2023  Amount utilised from 20 November 2023 to 30 June 2025 (SGD'000)  Balance as at

                                                                                 (SGD'000)           (SGD'000)                                                                                        30 June 2025  (SGD'000)
 Expansion of our operations globally, including establishing subsidiaries and  1,000                1,000                           1,000                                                            -
 offices and enhancing existing office and supporting infrastructure
 Acquisitions, joint ventures and/or strategic alliances                        2,240                2,240                           2,240                                                            -
 Exploration of the use of AI capabilities in our art outsourcing segment       1,200                1,200                           1,200                                                            -
 General working capital purposes                                               636                  636                             636                                                              -
 Total                                                                          5,076                5,076                           5,076                                                            -

 

11 (b) Use of Placement (as defined in the Placement Circular) proceeds as at
date of this announcement.

 

Pursuant to Rule 704(30) of the SGX-ST Listing Manual Section B: Rules of
Catalist, the Company received gross proceeds of SGD 27,000,000 (approximately
net proceeds of SGD 26,500,000) ("Net July Placement Proceeds") from the
placement of new shares pursuant to the Placement Circular on 8 July 2024. As
at the date of this announcement, the status on the use of the Net July
Placement Proceeds is as follows:

 Use of net proceeds                                                              Amount in aggregate  Amount utilised from 08 July 2024 to 30 June 2025 (SGD'000)  Balance as at

                                                                                  (SGD'000)                                                                         30 June 2025  (SGD'000)
 Corporate actions such as secondary or dual listings of the Company, potential   17,200               17,200                                                       -
 fundraising exercises, pursuing strategic acquisitions, alliances and joint
 ventures to grow the Group's market share and broaden the Group's customer
 base
 Enhancement of the Group's current operational capabilities, which include       4,000                335                                                          3,665
 continuous exploration of the use of AI capabilities
 Expansion and improvements to the Group's regional offices and supporting        2,700                282                                                          2,418
 infrastructure as the Group continues to increase its market presence globally
 Professional and other related fees to be incurred in relation to potential      1,300                1,300                                                        -
 corporate exercises such as fundraising exercises, listings, strategic
 acquisitions, alliances and joint ventures
 General working capital requirements of the Group                                1,300                611                                                          689
 Total                                                                            26,500               19,728                                                       6,772

 

11 (c) Use of Placing (as defined in the AIM Admission Document) proceeds as
at date of this announcement.

 

Pursuant to Rule 704(30) of the SGX-ST Listing Manual Section B: Rules of
Catalist, the Company received gross proceeds of SGD 13,500,000(approximately
£7.9 million)(approximately net proceeds of SGD 10,149,000) ("Net AIM Listing
Proceeds") from the placement of new shares pursuant to the placement on 14
November 2024.

 

As at the date of this announcement, the status on the use of the Net AIM
Listing Proceeds is as follows:

 

 Use of net proceeds                                                            Amount in aggregate  Amount utilised from 14 November 2024 to 30 Jun 2025 (SGD'000)  Balance as at

                                                                                (SGD'000)                                                                            30 June 2025  (SGD'000)
 To continue actively pursuing strategic acquisitions, alliances and joint      9,537                -                                                               9,537
 ventures in Asia and Europe to grow the Group's market share and increase
 operational capacity
 To establish a stronger presence and broaden the Group's customer base in the  306                  -                                                               306
 North American and European markets, including (i) increasing the Group's
 marketing and business development efforts; (ii) establishing a UK-based
 regional office; and (iii) pursuing acquisitions of smaller studios in this
 region
 Enhancement of the Group's current operational capabilities, which include     306                  -                                                               306
 continuous development and improvement of the Group's AI capabilities
 Total                                                                          10,149               -                                                               10,149

 

12  Confirmation that the issuer has procured undertakings from all its
directors and executive officers (in the format set out in Appendix 7H
(https://rulebook.sgx.com/node/6464) ) under Rule 720
(https://rulebook.sgx.com/node/5093) (1).

 

The Company confirms that it has procured undertakings from all its directors
and executive officers in the format as set out in Appendix 7H in accordance
with Rule 720(1) of the Catalist Rules.

 

13  In the review of performance, the factors leading to any material changes
in contributions to turnover and earnings by the operating segments.

 

Please refer to item F.3

 

14  Disclosures on Incorporation of Entities, acquisition and Realisation of
Shares pursuant to Catalist Rule 706A.

Acquisition of 100% of the Issued and Paid-Up Share Capital of Mineloader

 

Purchase Consideration

On 1 April 2025, the Company acquired 100% of the issued share capital in
Mineloader. The aggregate purchase consideration totals US$19.8 million which
comprised the following:

• Initial cash payment: 90% (US$18.1 million) settled on 1 April 2025

• Balance purchase price: 10% (US$ 1.7 million) payable on 31 March 2030
subject to the right of the Company's wholly owned subsidiary, Shanghai
Winking Entertainment Ltd, to deduct monies payable from the balance purchase
price in the event Mineloader suffers losses, penalties or liabilities, as
prescribed under the terms of the Equity Purchase Agreements entered into on
17 January 2025.

 

For more information, please refer to the Company's announcements dated 17
January 2025 and 2 April 2025.

 

Goodwill Recognition

Provisional goodwill recognised amounts to US$7.93 million. This represents
the excess of the total acquisition consideration over the fair value of net
identifiable assets acquired as of the acquisition date of 1 April 2025. The

 

14  Disclosures on Incorporation of Entities, acquisition and Realisation of
Shares pursuant to Catalist Rule 706A.

 

 Purchase consideration                                            USD'$000
 Initial payment                                                   18,108
 Deferred payment                                                  1,694
 Total consideration                                               19,802

 Assets and liabilities recognised as a result of the acquisition
                                                                   Fair Value
                                                                   USD'$000

 Cash and cash equivalents                                          4,949
 Trade and other receivables                                        1,653
 Contract assets                                                    290
 Property, plant and equipment                                      367
 Right-of-use assets                                                1,005
 Intangible assets                                                 9
 Other non-current assets                                           146
 Trade and other payables                                          (669)
 Contract liabilities                                              (23)
 Lease liabilities                                                 (1,005)
 Deferred income tax liabilities                                   (1,717)
 Net identifiable assets acquired                                   5,005

 Add: Intangible assets - customer relationships                    6,867
 Add: Goodwill                                                      7,930
 Total consideration                                               19,802

 

G. Other information

Alternative Performance Measures ("APMs")

The Group reports on a number of APMs to showcase the financial performance of
the Group, which are not standard accounting measures defined by the
International Financial Reporting Standards (IFRS). The Directors believe
these measures provide valuable additional information for users of financial
information to understand the fundamental transactional performance of the
Group. In particular, APMs are used to provide a clearer understanding to the
users of the accounts of the Group's underlying profitability over a period of
time.

Adjusted EBITDA

EBITDA includes operating profit as reported in the Consolidated Statement of
Comprehensive Income, adjusted for amortisation and impairment of intangible
assets, depreciation, and net interest. For Adjusted EBITDA, the adjustments
for the six-month period ended 30 June 2025 and 30 June 2024 may include the
Group's dual-listing London Stock Exchange ("LSE") ("LSE Dual Listing
Expenses"), share-based compensation expenses, foreign exchange gains, costs
of acquisition and integration, and private placement related expenses (S$27
million)  ("Private Placement Related Expenses") as shown in the table below:

                                                                            1H2025       1H2024
                                                                            USD'$000     USD'$000
 Net profit                                                                 927                 909
 Net interest income                                                        (268)        (101)
 Income tax expenses                                                        26           98
 Earnings before interest and taxation ("EBIT")                             685          906
 Depreciation                                                               1,167        887
 Amortisation                                                               329          50
 Earnings before interest, tax, depreciation and amortisation ("EBITDA")    2,181        1,843
 LSE dual listing expenses                                                  -            14
 Share-based compensation expenses                                          406          176
 Costs of acquisition and integration                                       88           8
 Private placement related expenses                                         -            43
 Foreign exchange gain                                                      (232)        (12)
 Adjusted Expenses                                                          262          229
 Amortisation of acquisition-related intangible assets                      203          11
 Adjusted EBIT                                                              1,150        1,146
 Adjusted EBITDA                                                            2,443        2,072
 Revenue from contracts with customers                                      19,385       15,225
 Adjusted EBITDA as a % of revenue                                          12.6%        13.6%

 

Adjusted Net Profit

The adjusted net profit is calculated by taking the net profit and adjusting
it for certain expenses to provide a clearer picture of the Group's underlying
financial performance. Key adjustments for the six-month period ended 30 June
2025 and 30 June 2024 were LSE dual listing expenses, share-based compensation
expenses, costs of acquisition and integration, private placement-related
expenses, foreign exchange gains, and amortisation of acquisition-related
intangible assets.

                                                        Group
                                                                          Six
                                                                          Mont
                                                                          hs
                                                                          Ende
                                                                          d
                                                            1H2025        1H2024
                                                            USD'$000      USD'$000
 Net Profit                                                 927           909

 LSE dual listing expenses                                  -             14
 Share-based compensation expenses                          406           176
 Costs of acquisition and integration                       88            8
 Private placement related expenses                         -             43
 Foreign exchange gain                                      (232)         (12)
 Amortisation of acquisition-related intangible assets      203           11
 Adjusted Expenses                                          465           240
 Tax arising on Adjusted Expenses                           -             -
 Adjusted net profit                                        1,392         1,149

 

For the avoidance of doubt, both the Adjusted EBITDA and adjusted net profit
in 1H2025 include the AIM ongoing listing Expenses of US$0.3 million, which
were not incurred in 1H2024.

 

Strong Focus and Niche

The Group also has an established niche in games with online connectivity,
which accounted for 82.8% of the Group's manpower usage, based on the total
number of man days involved in games with online connectivity charged to
customers divided by total number of days charged to customers for 1H2025.

 

According to the data for the 1H2025, the proportion of man days used by
mobile games and console & PC games within the Group is 42.3% and 51.8%,
respectively. This is calculated based on the total number of man days
involved in mobile games or console & PC games divided by the total number
of days charged to clients. For cross-platform projects, the total number of
man days for the project is evenly split between mobile games and console
& PC games.

 

BY ORDER OF THE BOARD

 

MR. JOHNNY JAN

Executive Director and Chief Executive Officer (Founder)

13 August 2025

 

Confirmation by the Board pursuant to Rule 705(5) of the Listing Manual

 

On behalf of the Board of Directors of the Company, we the undersigned, hereby
confirm to the best of our knowledge that nothing has come to our attention of
the Board of Directors of the Company which may render the unaudited condensed
consolidated interim financial statements of the Company and the Group for the
six-month period ended 30 June 2025 to be false or misleading in any material
aspect.

 

On behalf of the Board

 

 

 

 

____________________________
         ____________________________

 

 

 MR. JOHNNY JAN                                             MR. Lim Heng Choon
 Executive Director and Chief Executive Officer(Founder)    Independent and Non-Executive Chairman

13 August 2025                                                                            13 August 2025

 

 1  Segment assets does not include deferred income tax asset.

 2  Segment liabilities does not include deferred income tax liabilities.

 3  Segment assets does not include deferred income tax asset.

 4  Segment liabilities does not include deferred income tax liabilities.

 5  Hong Kong here refers to Hong Kong Special Administrative Region.

6 Taiwan here refers to the Taiwan region.

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