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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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