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REG - Winking Studios Ltd - Preliminary Results For Year End 31 December 2024

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RNS Number : 6165Y  Winking Studios Limited  27 February 2025

WINKING STUDIOS LIMITED

(Company Registration No. 159882)

(Incorporated in the Cayman Islands)

27 February 2025

 

Preliminary Results For The Year Ended 31 December 2024

 

Revenue Growth of 8.9% with Resilient Business Performance in FY2024;

Advancing Global Ambitions with Proactive M&A Strategy

 

Winking Studios Limited (AIM / SGX: WKS) ("Winking Studios" or the "Company"
and together with its subsidiaries, the "Group"), one of Asia's largest AAA
game art outsourcing studios and an established game development company,
announces its unaudited full year results for the financial year ended 31
December 2024 ("FY2024").

 

Financial Summary

 (US$ million)                FY2024  FY2023  Change (%)
 Revenue                      31.9    29.3    +8.9
 Gross margin                 9.5     9.3     +1.4

 Gross margin (%)             29.7    31.9    (2.2)
 Adjusted EBITDA              4.8     5.2     (7.6)

 Adjusted EBITDA margin (%)   15.1    17.8    (2.7)

 EBITDA                       2.0     3.2     (37.4)
 Adjusted net profit          3.4     3.8     (10.0)

 Net profit                   0.5     1.8     (70.5)

Financial & Operational Highlights:

 ·         Strong demand drove revenue growth of 11.2% on a constant currency basis 1 
           (#_ftn1) (FY2023: 23.5%).

 ·         Repeat revenue from follow-up projects represented 41% of revenue (FY2023:
           40%).

 ·         Gross margin would have increased to 33.3% (FY2023: 31.9%), had the
           acquisitions of On Point Creative Co., Ltd. ("On Point Creative") and
           Pixelline Production Sdn. Bhd. ("Pixelline") been excluded.

 ·         Healthy balance sheet with cash and cash equivalents and bond investments of
           US$41.3 million, and zero borrowings as at 31 December 2024 (as at 31 December
           2023: US$16.4 million, and zero borrowings).

 ·         Proposed dividend of SGD 0.024 cents (GBP 0.014 pence) per share in FY2024,
           representing approximately 15% of the Group's distributable profit in FY2024,
           in line with dividend policy.

Strategic Highlights

 ·             Completed a private placement in Singapore (July 2024) and AIM dual listing on
               the London Stock Exchange ("LSE") (November 2024), raising total proceeds of
               approximately US$29.9 million to accelerate the Group's global growth plans
               and Merger and Acquisition ("M&A") strategy.

 ·             M&A: Acquired On Point Creative (Taipei, April 2024) and Pixelline (Kuala
               Lumpur, June 2024), expanding talent pool and strengthening presence in Asia.
               M&A momentum was maintained post financial year end with the proposed
               acquisition of Shanghai Mineloader Digital Technology Co., Ltd.
               ("Mineloader").

 

Outlook

 ·             The global gaming industry is expanding rapidly, with total global development
               expenditure expected to increase at a CAGR of 9.8% between 2023 and 2028 to
               US$55.3 billion (Source: China Insights Consultancy, August 2024).

 ·             Proposed US$19.9 million (S$27.2 million or £16.3 million or RMB 146
               million) 2  (#_ftn2)  3  (#_ftn3)  4  (#_ftn4) acquisition of Mineloader will
               increase market share in art outsourcing, enhance the Group's value
               proposition in the console games market segment, and expand headcount by more
               than 460.

 ·             Strong project pipeline over the next 24 months based on indicative bookings
               of the Group's artists by customers of more than US$35.8 million (subject to
               changes depending on the final confirmation from customers) as of 31 December
               2024.

 ·             Focused on developing United States ("US"), Europe, United Kingdom ("UK") and
               Japanese markets to further diversify customer and revenue base.

 

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

"We have continued to benefit from strong demand for our services from our
blue-chip customer base, which, together with our team's exceptional
operational execution, has driven both revenue growth and resilient
performance during FY2024.

 

"FY2024 also marked another pivotal transition for our Group as we expanded
our investor base globally, strengthened our business foundation, and adapted
to an evolving market landscape.

 

"By embracing new opportunities, investing in innovation, and expanding our
capabilities, we are laying the groundwork for greater resilience and
sustainable growth. With a clear vision and strategic focus on executing our
M&A strategy, we are committed to delivering new value propositions to our
customers and ensuring greater returns for our stakeholders and shareholders."

 

Investor Presentation

Winking Studios' management team will host an online presentation and Q&A
open to all investors and analysts today, Thursday 27 February 2025, at 9am
GMT/5pm SGT. Anyone wishing to connect can register via the following link:
Winking Studios 2024 Full Year Results | SparkLive | LSEG
(https://sparklive.lseg.com/WINKINGSTUDIOSLIMITED/events/216b5d4c-4c19-40b3-b2a5-215e08bc3b8a/winking-studios-2024-full-year-results)

 

 

Enquiries

 Singapore                                                                      UK
 Winking Studios Limited                                                        Via Alma

 Johnny Jan, Executive Director and Chief Executive Officer ("CEO") (Founder)

 Oliver Yen, Finance Director and Group Chief Financial Officer ("CFO")

 8PR Asia (Investor Relations)                                                  Alma Strategic Communications

 Alex Tan                                                                       Justine James / David Ison / Emma Thompson

 +65 9451 5252                                                                  +44 (0)20 3405 0205

 alex.tan@8prasia.com (mailto:alex.tan@8prasia.com)                             WKS@almastrategic.com (mailto:WKS@almastrategic.com)

 PrimePartners Corporate Finance Pte. Ltd.                                      Strand Hanson Limited

 (Continuing Sponsor)                                                           (Financial and Nominated Adviser)

 Foo Jien Jieng                                                                 James Harris / James Bellman

 sponsorship@ppcf.com.sg                                                         +44 (0)20 7409 3494

                                                                                SP Angel Corporate Finance LLP (Broker)

                                                                                Stuart Gledhill / Charlie Bouverat (Corporate Finance)

                                                                                Abigail Wayne / Rob Rees (Corporate Broking)

                                                                                +44 (0)20 3470 0470

 

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 nine studios across Kuala Lumpur, Taipei, Shanghai, Nanjing and
Suzhou and a backend office in Singapore with over 800 highly skilled
employees serving a global customer base that includes 22 of the top 25 game
publishers in the world. For more information, please visit
www.winkingworks.com (https://www.winkingworks.com/) .

 

 

 

 

CEO's Statement

 

FY2024 has been another pivotal year for Winking Studios, underpinned by our
dual listing on the AIM market of the London Stock Exchange in November 2024,
a major strategic milestone that raised US$10.0 million (GBP 7.9 million) to
support our global growth ambitions.

 

This listing reinforces our presence in the UK and Europe while establishing a
strong platform to expand our international strategy into the US and other key
Western markets. It further connects us with a sophisticated investor base
renowned for its deep expertise in the gaming industry, aligning us with
like-minded investors as we expand.

 

In July 2024, we completed a private placement of US$19.9 million (SGD 27.0
million) in Singapore that was well supported by existing shareholders, the
Company's management team and investors across Singapore, Malaysia and Taiwan.
With growing interest and recognition from the investment community, we are
heartened by this vote of confidence and we will continue to actively expand
our network and market presence with our global ambitions.

 

From a performance perspective, demand for our outsourced gaming services
remained strong as revenue increased 8.9% in FY2024 to US$31.9 million and
11.2% on a constant currency basis. Our acquisition of two art outsourcing
studios, On Point Creative and Pixelline, in FY2024, contributed US$1.3
million of revenue.

 

Gross profit increased slightly to US$9.5 million in FY2024, with the Group's
profit margin dipping slightly due to the integration of the two newly
acquired art outsourcing studios, On Point Creative and Pixelline, during the
financial year.

 

Despite higher expenses incurred for marketing and promotional expenses as
well as ongoing listing expenses on the Singapore Exchange (SGX), the Group
remained profitable with adjusted EBITDA of US$4.8 million in FY2024,
reflecting our resilient operating performance. More details of our financial
results in FY2024 can be found in the CFO's Review and detailed financial
statements.

 

In line with our dividend policy and commitment to reward shareholders, we
have proposed a dividend of SGD 0.024 cents (GBP 0.014 pence) per share in
FY2024, subject to Shareholders' approval at the Company's annual general
meeting ("AGM"). We will be looking to strategically deploy the Group's cash
resources through targeted acquisitions and investments, aiming to enhance our
market positions and drive long-term shareholder value.

 

With strengthening foundations, a clear strategic roadmap and a determined
approach to expand our value propositions, we have and will continue to be
proactive in pursuing our growth ambitions. As we move forward, we remain
committed to driving both organic and inorganic growth while enhancing our
operational capabilities to ensure we deliver long-term, sustainable value for
our shareholders.

 

Poised 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, 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 underpinned by the increasing demand from players for
high-quality, regularly-updated content, immersive visuals and complex
character models and environments - all of which require significant
investment in art and development services.

 

As the industry evolves, major game studios are outsourcing more of their art
and development needs to increase efficiency, reduce fixed costs and make
scaling easier, driving a structural shift towards established external
service providers like 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, increasing from 46% of the US$3.7 billion market in 2023
to more than 50% of the US$7.1 billion market in 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 (August 2024)

 

A clear growth strategy - delivering at pace

 

With the aspiration of becoming Number 1 art services provider globally,
Winking Studios is one of the leading global providers of game art outsourcing
and development services, specialising in concept art, 3D modeling, animation
and full-cycle game development.

 

With established, long-standing relationships with 22 of the top 25 global
game developers, Winking Studios benefits from repeat revenue streams as game
developers and publishers increasingly adopt live-service models, requiring
continuous content updates, expansions, and seasonal events - driving
sustained demand of follow-up projects for outsourced game art and development
support.

 

Currently, Winking Studios has nine studios across Kuala Lumpur, Taipei,
Shanghai, Nanjing and Suzhou and a backend office in Singapore. The Group has
over 800 highly skilled employees in total.

 

At the heart of Winking Studios' growth strategy is a dual focus on
strengthening our presence in Asia while expanding into key international
markets, both developed and emerging, across different market segments of the
gaming industry.

 

Strengthening business development and marketing efforts in Europe, the UK and
the US remains a key priority, as these regions present significant
opportunities in terms of market share for a company like Winking Studios,
with established capabilities and cost efficiencies in Asia.

 

By growing our global footprint, the Company aims to capitalise on the strong
momentum in the game art and development outsourcing industries, leveraging
over 25 years of expertise and a rich pool of high-value relationships built
over that time. These include partnerships with leading game publishers,
platforms, and key industry stakeholders, as well as the extensive network of
our major shareholder Acer, which continues to provide valuable financial
support and strategic counsel.

 

Building a global leader with robust investor support and proactive M&A
strategy

 

The international game art and development outsourcing markets are highly
fragmented, providing a significant opportunity for an ambitious listed group
like Winking Studios to act as a global consolidator to drive synergies and
expand our value propositions.

 

Recognising M&A as a core pillar of the Company's growth strategy, we
believe it is essential to leverage the collective strength of capital markets
to accelerate our global business expansion, which led to our listings in
Singapore and London over the past two years.

 

With the funds raised from our capital market activities, we swiftly advanced
our acquisition strategy with the acquisitions of On Point Creative and
Pixelline in April and June 2024 respectively. In January 2025, we announced
the proposed acquisition of Mineloader, one of the leading game art
outsourcing and development studios in Asia, for an aggregate consideration of
approximately US$19.9 million (S$27.2 million), our largest acquisition to
date. Combined with the Group's existing headcount of over 800, Mineloader's
team of more than 460 employees will be a valuable addition, boosting our
service offerings in console platform games and providing revenue diversity.

 

With Winking Studios' growing market presence in Japan, Mineloader's
established experience and presence in this key gaming market is also a
notable value add to the Group.

 

These acquisitions demonstrate our commitment to accelerating expansion
through strategic and targeted investments.

 

Post integration of these acquisitions, we believe that there are also
opportunities for increased business synergies, resource integration and
cross-selling, driving enhanced economies of scale.

 

Moving ahead, we remain focused on exploring the acquisitions of established
and profitable studios that offer specialised expertise, new value
propositions, access to new market segments, and scalable operations.

 

Outlook for 2025

 

The Group is focused on delivering long-term, sustainable value creation
through a combination of organic growth, strategic acquisitions and
operational efficiencies.

 
 

We expect to complete the acquisition of Mineloader before the end of second
quarter of 2025, subject to the fulfillment of certain conditions precedent,
expanding our headcount, increasing our market share in the game art
outsourcing industry, and enhancing our value propositions in our targeted
markets. The acquisition will also support our broader goal of increasing
market share in Western markets, where demand for game art and development
services continues to grow.

 

Beyond this, we continue to pursue a robust pipeline of M&A opportunities,
leveraging our 25+ years of industry experience and established networks in
the global gaming industry to identify high-quality acquisition targets that
align with our strategic objectives.

 

A particular focus is to establish new production hubs in Southeast Asia. The
region's strong talent pool and cost efficiencies provide an opportunity to
further strengthen our competitive advantages while improving scalability and
service delivery. Expanding our production footprint in this way will allow us
to better meet the evolving needs of our customers.

 

To further diversity the revenue base and secure new customers and projects
through strategic ventures and alliances, 2025 will also see us further
accelerate our business development efforts in the US, Europe, the UK, and
Japan. While these initiatives will likely increase our near-term operating
costs, we believe that they are essential investments to strengthen our
long-term competitiveness and drive sustainable growth.

 

From an operational perspective, we are committed to continuing to optimise
performance by leveraging the synergies within our growing network of studios
in Asia. By improving resource integration and expanding cross-selling
opportunities, we aim to enhance efficiency and maximise the value we deliver
to our customers.

 

Growth and an exciting long-term opportunity ahead

 

Gaming has emerged as a dominant force in global entertainment, transforming
from a niche hobby into a mainstream lifestyle for billions around the world.

 

With rapid advancements in technology, gamers are increasingly expecting
higher-quality, more immersive gaming experiences. As a company committed to
innovation and excellence for over two decades, Winking Studios is
well-positioned to capitalise on this global megatrend with our high-quality
work and cost efficiency.

 

Following our Catalist listing on the SGX, and our admission to AIM market in
the UK in 2023 and 2024 respectively, Winking Studios has truly evolved to its
next phase of strategic growth. Milestones like these naturally invite
reflection. From our origins before the turn of the millennium to where we
stand today, it has been an extraordinary adventure - characterised by
incredible achievements, resilience in the face of challenges and lasting
relationships with remarkable people. We have learned a great deal along the
way, and while we have come this far, I believe we have never been more
focused or aligned in our goals as an organisation.

 

With a clear vision, an ambitious path forward and the right people on board,
there is no doubt in my mind that our best years are ahead of us. I am excited
for what lies ahead and look forward to updating our stakeholders on our
further accomplishments in the months and years ahead.

 

Thank you

 

Finally, as we close another busy year of 2024, I want to extend my heartfelt
thanks to the entire Winking Studios team for their hard work, creativity and
dedication. They have been instrumental in driving progress towards our
strategic ambitions. I am similarly grateful to our shareholders, whose trust
and continued support enable us to pursue new opportunities and bring our
vision closer to reality.

 

 

 

 

Johnny Jan

Executive Director and CEO (Founder)

26 February 2025

 

 

 

 

CFO's Review

 

Revenue

 

As one of the leading global provider of game art outsourcing and development
services, Winking Studios provides end-to-end art outsourcing, game
development services and other gaming services across various platforms for
the global gaming industry via our three business segments of Art Outsourcing,
Game Development and Global Publishing & Other Services.

 

In FY2024, the Group posted revenue growth of 8.9% to US$31.9 million as
compared to FY2023's revenue of US$29.3 million. The Group's revenue growth
would have increased to 11.2% year-on-year if not for the negative impact of
approximately 2.3 percentage points due to currency exchange rate fluctuations
when converting local currency in operating markets to the reporting currency
in US$, whereby certain foreign currencies depreciated against US$ during
FY2024.

 

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  FY2024  FY2023  Change (%)
 Revenue      26.4    24.1    +9.5

 

Historically, majority of the Group's revenue is contributed by this business
segment and in FY2024, it accounted for 82.8% of the Group's overall revenue,

 

Revenue from this business segment increased by 9.5% or US$2.3 million to
US$26.4 million, mainly due to increased orders from both new and existing
clients, in particularly those in Taiwan, Japan, and South Korea. Our
acquisition of the two art outsourcing studios, On Point Creative and
Pixelline, in FY2024, contributed US$1.3 million of revenue under this
business segment.

 

Game Development

 

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

 

 US$ million  FY2024  FY2023  Change (%)
 Revenue      5.3     5.0     +6.1

 

In FY2024, this business segment contributed 16.6% of the Group's overall
revenue, representing a revenue growth of 6.1% or US$0.3 million to US$5.3
million, driven by higher orders from existing customers.

 

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  FY2024  FY2023  Change (%)
 Revenue      0.2     0.2     Not meaningful

 

In FY2024, this business segment contributed revenue of US$0.2 million or 1%
of the Group's overall revenue, comparable to that recognised in FY2023.

 

Geographical Segment Review

 

Serving a global customer base that includes 22 of the top 25 game publishers
in the world, the Group has made good progress over the years to diversify our
revenue base geographically; while Mainland China and Hong Kong remain key
markets, revenue contributions from other regions have expanded. The following
table depicts the revenue breakdown geographically in FY2023 and FY2024:

                                           Group
                                           Financial years ended

                                           31 December
                                           2024         2023
                                           USD'$000     USD'$000
 Mainland China and Hong Kong 5  (#_ftn5)  11,078       11,964
 Taiwan 6  (#_ftn6)                        7,044        5,339
 South Korea                               6,176        5,479
 United States                             3,487        4,908
 Japan                                     3,299        1,385
 Other                                     815          206
 Total Revenue                             31,899       29,281

 

Revenue from Mainland China and Hong Kong is contributed by two segments; one
is from Chinese customers in 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 FY2024, revenue contribution from Mainland China and Hong Kong (non-China)
increased to 9.6% (FY2023: 7.1%) of overall revenue, while revenue from
Chinese customers in Mainland China and Hong Kong declined to 25.1% (FY2023:
33.8%) of total revenue.

 

The Taiwanese market, South Korean market and Japanese market delivered
revenue growth and particularly, revenue contribution from the Japanese market
experienced significant growth in FY2024 mainly due to increased marketing and
promotional activities.

 

Gross profit and margin

 

With higher revenue in FY2024, the Group registered higher gross profit of
US$9.5 million with a gross margin of 29.7%.

 

Gross profit margin in FY2024 was affected by lower gross profit margin from
the two newly-acquired art outsourcing studios, namely On Point Creative and
Pixelline, mainly due to sub-optimal efficiency linked to teething issues that
arose from the integration process post-acquisition.

 

Excluding the two newly-acquired companies, the Group's gross profit margin
would have increased to 33.3% in FY2024.

 

Operating costs

 

The Group's distribution and marketing expenses increased 39.5% or US$0.6
million from US$1.5 million in FY2023 to US$2.2 million in FY2024. The
increase was mainly due to more investments in marketing and promotional
activities to expand into overseas markets, resulting in increased business
travel costs, and costs related to marketing activities.

 

Administrative expenses increased 43.0% or US$2.7 million, to US$9.1 million
in FY2024 (FY2023: USS$6.4 million), which was mainly due to the increase in
share-based compensation expenses of US$1.0 million, ongoing listing expenses
on the SGX of US$0.6 million and expenses of US$2.5 million related to the
dual listing on the AIM market.

 

EBTIDA / Adjusted EBITDA

 

With higher operating costs in FY2024, the Group recognised lower EBTIDA of
US$2.0 million in FY2024, as compared to US$3.2 million in FY2023.

 

However, the Group's Adjusted EBITDA for the period, calculated as set out
below, was US$4.8 million in FY2024 (FY2023: US$5.2 million), and it should be
noted that Adjusted EBITDA for FY2024 includes ongoing listing expenses (SGX)
and distribution and marketing costs of US$1.2 million not incurred in FY2023.

 

Adjusted EBITDA is calculated by adding back certain expenses to EBITDA,
namely: one-off listing expenses (in relation to admission of the Company's
ordinary shares to trading on AIM/the SGX), share-based compensation expenses,
foreign exchange gains/losses, costs of acquisition and integration, and
private placement related expenses (to raise US$19.9 million (S$27 million) in
Singapore). In FY2024, such expenses amounted to US$2.8 million (FY2023:
US$2.0 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 that 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.

 

 

 US$(m)                                    FY2024    FY2023        Change(%)
 Revenue                                   31.9      29.3          +8.9
 Revenue growth before FX                                          +11.2
 Adjusted EBITDA                           4.8       5.2           (7.6)
 Adjusted EBITDA Margin                    15.1%     17.8%         (2.7)
 EBITDA                                    2.0       3.2           (37.4)
 Adjusted net profit                       3.4       3.8           (10.0)
 Adjusted net profit margin                10.6%     12.8%         (2.2)
 Net profit                                0.5       1.8           (70.5)
 Proposed Dividend per share               0.024     0.5           n.m

 (SGD cents per share)(1)                  0.014     -

 (GBP pence per share)(1)
 Adjusted expenses                         2.8(2)    2.0           +41.3
 SGX IPO Expenses                          -         2.0           n.m
 LSE Dual Listing Expenses                 2.5       -             n.m
 Share-based compensation expenses         1.0       -             n.m
 Costs of acquisition and integration      0.1       -             n.m
 Private Placement Related Expenses        0.1       -             n.m
 Exchange Gains or Losses                  (0.8)     (< 0.1)       n.m

 

(1) Subject to approval by shareholders at the upcoming AGM and the final
dividend payout will be subjected to the prevailing exchange rate

(2) Due to rounding

 

Net Profit / Adjusted Net profit

 

Overall, the Group's net profit was lower at US$0.5 million in FY2024 (FY2023:
US$1.8 million).

 

On an adjusted net profit basis, the Group posted US$3.4 million in FY2024
(FY2023: US$3.8 million), which

includes ongoing listing expenses (SGX) and distribution and marketing costs
of US$1.2 million not incurred in FY2023.

 

Adjusted expenses

 

Adjusted expenses in FY2024 include the Group's AIM dual listing expenses on
the LSE, share-based compensation expenses, foreign exchange gains/losses,
costs of acquisition and integration, amortisation of acquisition-related
intangible assets, and private placement-related expenses (to raise US$19.9
million (S$27.0 million) in Singapore in July 2024).

 

 

Cash flow

 

 US$ million                                                        FY2024      FY2023      Change(%)
 Net cash generated from operating activities                       0.6         3.5         (81.7)
 Net cash (used in) investing activities                            (3.7)       (0.5)       +593.0
 Net cash generated from financing activities                       27.0        7.5         +260.7
 Net increase in cash & cash equivalents                            23.9        10.4        +129.5
 Cash & cash equivalents at beginning of financial year             16.4        6.1         +171.1
 Effects of exchange rate changes on cash & cash equivalents        (0.5)       (0.1)       +823.6
 Cash & cash equivalents at end of financial year                   39.8        16.4        +142.5

 

Net cash generated from operating activities was US$0.6 million during FY2024,
as compared to US$3.5 million generated during FY2023, which is primarily due
to a lower profitability that was weighed down by the AIM dual listing
expenses and a US$1.9 million reduction in working capital in FY2024 that was
a result of higher revenue in the second half of 2024 and a quicker conversion
of contract assets into receivables compared to the same period in FY2023.

 

Net cash used in investing activities was US$3.7 million in FY2024, compared
to US$0.5 million in FY2023. This increase was primarily due to two
acquisitions for US$2.0 million (net) and the purchase of bonds for US$1.5
million.

 

Net cash generated from financing activities increased significantly from
US$7.5 million in FY2023 to US$27.0 million in FY2024, representing a net
increase of US$19.5 million. The significant increase in cash flow from
financing activities in FY2024 was primarily driven by proceeds raised from
the private placement in Singapore (July 2024) and the AIM dual listing on LSE
(November 2024), reflecting the Group's M&A strategy and global ambitions.
However, this was partially offset by dividend payments during the year.

 

 

 

 

Balance sheet and liquidity

 US$ million                                                      FY2024      FY2023      Change(%)
 Cash and cash equivalents                                        39.8        16.4        +142.5
 Trade and other receivables                                      6.4         3.9         +64.1
 Contract assets                                                  3.6         3.5         +3.6
 Current Assets                                                   49.8        23.8        +109.5
 Investment in Financial Assets at Amortised Cost                 1.5         0.0         n.m
 Intangible assets                                                1.9         0.2         +851.7
 Property, plant and equipment                                    1.9         2.3         (14.2)
 Right-of-use assets                                              3.0         2.5         +18.0
 Deferred income tax assets & Other non-current assets            2.1         1.7         +23.7
 Non-current assets                                               10.5        6.7         +55.5
 Total assets                                                     60.3        30.5        +97.6
 Trade payables                                                   5.9         5.4         +10.0
 Lease liabilities & other liabilities                            1.3         1.0         +28.3
 Current liabilities                                              7.3         6.4         +12.9
 Net Current assets                                               42.5        17.3        +145.4
 Long term Lease & deferred tax liabilities                       3.0         2.6         +14.5
 Net Assets                                                       50.0        21.4        +133.1

 

As at 31 December 2024, the Group's total equity increased 133.1% to US$50.0
million, mainly due to the private placement in Singapore (July 2024) and the
AIM dual listing on LSE (November 2024) which raised aggregate gross proceeds
of US$29.9 million. Consequently, the Group's cash position improved to
US$39.8 million as at 31 December 2024.

 

Trade and other receivables increased by US$2.5 million, primarily driven by
higher revenue in the second half of 2024 and a quicker conversion of contract
assets into receivables compared to the same period in FY2023.

 

The increase in intangible assets was due to the completion of the
acquisitions of the two art outsourcing studios in FY2024.

 

In FY2024, an additional US$1.5 million in bonds was purchased to generate
additional income from un-utilised funds.

 

 

 

 

WINKING STUDIOS LIMITED AND ITS SUBSIDIARIES

Unaudited Condensed Consolidated Interim Financial Statements

For the Six Months and Full Year Ended 31 December 2024

(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 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 Singapore Exchange
Securities Trading Limited (the "SGX-ST") and the Exchange 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
...................................

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

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

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

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

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

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

 

 

 

 

 

 

 

A. Condensed Consolidated Interim Statements of Comprehensive Income

 

                                                                         Full Year Ended                   Six Months Ended

                                                                         31 December                       31 December
                                                                         Unaudited  Audited                Unaudited  Unaudited
                                                                   Note  2024       2023      Increase/    2H 2024    2H2023     Increase/

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

 Revenue from contracts with customers                             4.2   31,899     29,281    8.9          16,674     15,071     10.6
 Cost of sales                                                           (22,435)   (19,947)  12.5         (11,452)   (10,102)   13.4
 Gross profit                                                            9,464      9,334     1.4          5,222      4,969      5.1

 Other income                                                            861        124       594.4        479        59         711.9
 Other gains/(losses) - net                                              886        13        n.m.         923        (52)       n.m.
 Distribution and marketing                                              (2,160)    (1,548)   39.5         (1,158)    (1,009)    14.8
 Administrative expenses                                                 (9,105)    (6,368)   43.0         (6,373)    (3,882)    64.2
 Expected credit gains/(losses)                                          23         (111)     n.m.         (30)       15         n.m.
 Interest income                                                         465        68        n.m.         325        49         n.m
 Finance expenses                                                        (80)       (89)      (10.1)       (41)       (46)       (10.9)
                                                                         (9,110)    (7,911)   15.2         (5,875)    (4,866)    20.7
 Profit/(loss) before income tax                                         354        1,423     (75.1)       (653)      103        n.m.

 Income tax credit                                                 8     171        357       (52.1)       269        414        (35.0)
 Profit/(loss) for the years                                             525        1,780     (70.5)       (384)      517        (174.3)
 Other comprehensive income(loss):
 Items that may be reclassified subsequently to profit or loss:
 Currency translation (losses)/gains arising from consolidation          (1,324)    (76)

                                                                                              1,642.1      (828)      213        (488.7)
 Total comprehensive income/(loss) for the financial years/period        (799)      1,704

                                                                                              (146.9)      (1,212)    730        (266.0)

 Profit/(loss) for the years/period attributable to:
 - Equity holders of the Company                                         525        1,780     (70.5)       (384)      517        (174.3)
 - Non-controlling interests                                             -          -                      -          -
                                                                         525        1,780     (70.5)       (384)      517        (174.3)
 Total comprehensive income/(loss) attributable to:
 - Equity holders of the Company                                         (799)      1,704

                                                                                              (146.9)      (1,212)    730        (266.0)
 - Non-controlling interests                                             -          -                      -          -
                                                                         (799)      1,704     (146.9)      (1,212)    730        (266.0)
 Earnings per share for profit (in USD)
 - Basic and diluted earnings per share                            10    0.0015     0.0073

                                                                                              (78.8)       (0.002)    0.002      (199.8)

N.M - Not meaningful

 

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

 

 

 

B. Condensed Consolidated Interim Statements of Financial Position

 

                                                                         Group                       Company
                                                                         Unaudited   Audited         Unaudited   Audited
                                                                         31-12-2024  31-12-2023      31-12-2024  31-12-2023
                                                                         USD'$000    USD'$000        USD'$000    USD'$000
 ASSETS
 Current assets
 Cash and cash equivalents                                                39,832     16,423          29,074      5,549
 Trade and other receivables                                              6,362      3,876           60          399
 Contract assets                                                          3,595      3,469           -           -
 Total current assets                                                     49,789     23,768          29,134      5,948

 Non-current assets
 Investment in financial assets at amortised cost                        1,461       -               1,461       -
 Property, plant and equipment                                           1,935       2,255           -           -
 Intangible assets                                                       1,932       203             439         -
 Right-of-use assets                                                     3,004       2,545           -           -
 Investment in subsidiaries                                              -           -               37,112      12,588
 Deferred income tax assets                                               1,840      1,483           -           -
 Other non-current assets                                                 302        249             -           -
 Total non-current assets                                                10,474      6,735           39,012      12,588

 Total assets                                                            60,263      30,503          68,146      18,536

 LIABILITIES
 Current liabilities
 Trade and other payables                                                5,940       5,402           20,462      455
 Contract liabilities                                                    138         44              -           -
 Current income tax liabilities                                          17          63              -           -
 Lease liabilities                                                       1,175       930             -           -
 Total current liabilities                                               7,270       6,439           20,462      455

 Non-current liabilities
 Lease liabilities                                                       1,886       1,687           -           -
 Deferred income tax liabilities                                         1,111       930             -           -
 Total non-current liabilities                                           2,997       2,617           -           -

 Total liabilities                                                       10,267      9,056           20,462      455

 NET ASSETS                                                              49,996      21,447          47,684      18,081

 EQUITY
 Capital and reserves attributable to equity holders of the Company
 Share capital                                                           13,365      8,615           13,365      8,615
 Other reserves                                                          28,943      4,609           34,476      8,818
 Retained profits/(accumulated losses)                                   7,688       8,223           (157)       648
 Total equity                                                            49,996      21,447          47,684      18,081

 

 

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

 

 

 

C. Condensed Consolidated Interim Statements of Cash Flow

 

                                                                      Group
                                                                      Full Years Ended
                                                                      2024       2023
                                                                      USD'$000   USD'$000
                                                                Note  Unaudited  Audited
 Cash flows from operating activities
 Profit before income tax                                             354        1,423
 Adjustments for:
 - Depreciation of property, plant and equipment                7     660        611
 - Depreciation of right-of-use assets                          7      1,212     1,110
 - Amortization of intangible assets                                   186       74
 - Expected credit losses                                             (23)       111
 - Share-based compensation expense                                   1,008      -
 - Interest income                                              7     (465)      (68)
 - Finance expenses                                                   80         89
 - (Gains)/losses on disposal of property, plant and equipment  7     (6)        9
 - Gains on disposal of intangible assets                             (323)      -
 - Exchange (gains)/losses                                            (597)      73
                                                                      2,086      3,432
 Changes in working capital:
 - Contract assets                                                     (221)     (546)
 - Trade and other receivables                                         (2,210)   (350)
 - Contract liabilities                                                95        (90)
 - Trade and other payables                                            453       976
 Cash generated from operations                                       203        3,422
 Interest received                                              7     465        68
 Income tax paid                                                      (32)       (21)
 Net cash generated from operating activities                         636        3,469
 Cash flows from investing activities
 Additions to property, plant and equipment                           (400)      (630)
 Proceeds from disposal of property, plant and equipment              33         17
 Proceeds from disposal of intangible assets                          323        -
 Increase/(decrease) in prepayments for equipment                     3          98
 Additions to intangible assets                                       (142)      (38)
 (Increase)/decrease in refundable deposits                           (55)       12
 Acquisition of subsidiaries, net of cash acquired                    (2,032)    -
 Purchase of bonds                                                    (1,479)    -
 Net cash used in investing activities                                (3,749)    (541)

 Cash flows from financing activities
 Proceeds from share issuance, net of share issue expenses            29,400     8,613
 Principal payments of lease liabilities                              (1,230)    (1,031)
 Interest paid                                                        (80)       (89)
 Cash dividends paid                                                  (1,060)    -
 Net cash generated from financing activities                         27,030     7,493
 Net increase in cash and cash equivalents                            23,917     10,421
 Cash and cash equivalents
 Beginning of financial year                                          16,423     6,057
 Effects of exchange rate changes on cash and cash equivalents        (508)      (55)
 End of financial year                                                39,832     16,423

 

 

The accompanying accounting policies and explanatory notes form an integral
part of the condensed consolidated 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 2024 Audited
 Beginning of financial year                                  8,615     8,818             (3,071)         (1,138)                       8,223     21,447
 Profit for the year                                          -         -                 -               -                             525       525
 Other comprehensive loss for the year                        -         -                 -               (1,324)                       -         (1,324)
 Total comprehensive income for the year                      -         -                 -               (1,324)                       525       (799)
 Transactions with owners, recognized directly in equity
 Issuance of new shares                                       1,565     8,441             -               -                             -         10,006
 Share issue expenses                                         -         (516)             -               -                             -         (516)
 Cash Dividends                                               -         -                 -               -                             (1,060)   (1,060)
 Cash capital increase                                        3,185     16,725            -               -                             -         19,910
 Share-based compensation expense                             -         -                 1,008           -                             -         1,008
                                                              4,750     24,650            1,008           -                             (1,060)   29,348
 Balance at 31 December 2024 Unaudited                        13,365    33,468            (2,063)         (2,462)                       7,688     49,996
 Balance at 1 January 2023 Audited
 Beginning of financial year                                  5,226     1,967             (3,071)         (1,062)                       8,070     11,130
 Profit for the year                                          -         -                 -               -                             1,780     1,780
 Other comprehensive loss for the year                        -         -                 -               (76)                          -         (76)
 Total comprehensive income for the year                      -         -                 -               (76)                          1,780     1,704
 Transactions with owners, recognized directly in equity
 Share issue                                                  1,193     4,773             -               -                             -         5,966
 Share issue expenses                                         -         (377)             -               -                             -         (377)
 Cash capital increase                                        569       2,455             -               -                             -         3,024
 Stock buyback                                                (7,422)   -                 -               -                             -         (7,422)
 Issuance of new shares                                       7,422     -                 -               -                             -         7,422
 Retained profits transferred to capital                      1,627     -                 -               -                             (1,627)   -
                                                              3,389     6,851             -               -                             (1,627)   8,613
 Balance at 31 December 2023 Audited                          8,615     8,818             (3,071)         (1,138)                       8,223     21,447

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      Retained  Total equity

                                                              capital                                                             profits
 Company                                                      USD'$000                USD'$000                USD'$000            USD'$000  USD'$000
 Balance at 1 January 2024 Audited
 Beginning of financial year                                         8,615                  8,818             -                   648       18,081
 Profit for the year                                                     -                       -            -                   255       255
 Total comprehensive income for the year                                 -                       -            -                   255       255
 Transactions with owners, recognized directly in equity
 Issue of new shares                                          1,565                   8,441                   -                   -         10,006
 Cash Dividends                                               -                       -                       -                   (1,060)   (1,060)
 Cash capital increase                                        3,185                   16,725                  -                   -         19,910
 Share-based compensation expense                             -                       -                       1,008               -         1,008
 Share issue expenses                                         -                       (516)                   -                   -         (516)
                                                              4,750                   24,650                  1,008               (1,060)   29,348
 Balance at 31 December 2024 Unaudited                        13,365                  33,468                  1,008               (157)     47,684
 Balance at 1 January 2023 Unaudited
 Beginning of financial year                                  5,226                   1,967                   -                   2,581     9,774
 Profit for the year                                          -                       -                       -                   (306)     (306)
 Total comprehensive income for the year                      -                       -                       -                   (306)     (306)
 Transactions with owners, recognised directly in equity
 Issue of new shares                                          1,193                   4,773                   -                   -         5,966
 Cash capital increase                                        569                     2,455                   -                   -         3,024
 Stock buyback                                                (7,422)                 -                       -                   -         (7,422)
 Issuance of new shares                                       7,422                   -                       -                   -         7,422
 Capitalisation of retained profits                           1,627                   -                       -                   (1,627)   -
 Share issue expenses                                         -                       (377)                   -                   -         (377)
                                                              3,389                   6,851                   -                   (1,627)   8,613
 Balance at 31 December 2023 Unaudited                        8,615                   8,818                   -                   648       18,081

 

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

 

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 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 7  (#_ftn7) . Currently, the Group has employees
across Singapore, Malaysia, Shanghai, Nanjing, Suzhou, 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

 

These condensed consolidated interim financial statements have been prepared
in accordance with the International Financial Reporting Standards ("IFRSs")
as issued by the International Accounting Standards Board ("IASB") under the
historical cost convention, except as disclosed in the accounting policies
below.

 

These financial statements for the financial year ended 31 December 2024 are
the first set of financial statements the Group prepared in accordance with
IFRSs post-listing on the AIM of London Stock Exchange. The Group's previously
issued financial statements for periods up to and including the financial year
ended 31 December 2023 were prepared in accordance with Singapore Financial
Reporting Standards (International) ("SFRS(I)s"). IFRSs comprise standards and
interpretations that are equivalent to SFRS(I)s. Financial statements that
have been prepared in accordance and complied with SFRS(I)s are deemed to have
also complied with IFRSs.

 

In adopting IFRSs on 1 January 2024, the Group is required to apply all of the
specific transition requirements in IFRS 1 First-time Adoption of IFRS. The
Group's opening balance sheet has been prepared as of 1 January 2023, which is
the Group's date of transition to IFRSs ("date of transition"). The accounting
policies adopted are consistent with those of the previous financial year,
which were prepared in accordance with SFRS(I)s, except for the adoption of
new and amended standards as set out below, and the specific requirements of
IFRS 1. The adoption of these new standards, amendments and interpretations
has no significant impact to the Group.

 

The condensed consolidated interim financial statements are presented in
United States Dollars ("USD" or "US$") which is the Company's functional
currency, and all values are rounded to the nearest thousand ("US$'000"),
except when otherwise indicated.

 

2.1        New and amended standards adopted by the Group

 

On 1 January 2024, the Group has adopted the new or amended IFRSs and
International Financial Reporting Interpretations Committee ("IFRIC")
Interpretations that are mandatory for application for the financial year.
Changes to the Group's accounting policies have been made as required, in
accordance with the transitional provisions in the respective IFRSs and IFRIC
Interpretations.

 

The adoption of these new or amended IFRSs and IFRIC Interpretations did not
result in substantial changes to the Group's accounting policies and had no
material effect on the amounts reported for the current or prior financial
years.

 

2.2        Critical accounting estimates, assumptions and judgements

 

Estimates, assumptions and judgements are continually evaluated and are based
on historical experience and other factors, including expectations of future
events that are believed to be reasonable under the circumstances.

 

Critical accounting estimates and assumptions

 

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 year.

 

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 year ended 31 December 2024, 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

 

Information about the disaggregation of the Group's revenue from external
customers by the type of sales customers and assets by reportable operating
segments is as follows:

 

                                          Financial Year ended 31 December 2024
                                          Art            Game                  Global Publishing and Other Services Segment  Total

                                          Outsourcing    Development Segment

                                          Segment
 Segment revenue                          USD'$000       USD'$000              USD'$000                                      USD'$000
 Service revenue                          26,408         5,300                 -                                             31,708
 Licensing and product revenue            -              -                     191                                           191
                                          26,408         5,300                 191                                           31,899
 Profit before income tax                 (374)          663                   65                                            354
 Significant non-cash items
 Depreciation of property,                546            110                   4                                             660

 plant and equipment
 Depreciation of right-of-use assets      1,004          201                   7                                             1,212
 Amortization of intangible assets        154            31                    1                                             186
 Segment assets 8  (#_ftn8)               48,366         9,707                 350                                           58,423
 Included in the segment assets:
 Trade receivables and other receivables   5,267          1,057                 38                                           6,362
 Additions to:
 Property, plant and equipment             374            75                    3                                            452
 Right-of-use assets                      1,473           296                   10                                            1,779
 Intangible assets                        1,928           24                    1                                            1,953
 Segment liabilities 9  (#_ftn9)          7,580          1,521                 55                                            9,156

 

 

Information about the disaggregation of the Group's revenue from external
customers by the type of sales customers and assets by reportable operating
segments is as follows (continued):

 

                                          Financial Year ended 31 December 2023
                                          Art           Game                  Global Publishing and Other Services Segment  Total

                                          Outsourcing   Development Segment

                                          Segment
 Segment revenue                          USD'$000      USD'$000              USD'$000                                      USD'$000
 Service revenue                          24,124        4,996                 -                                             29,120
 Licensing and product revenue            -             -                     161                                           161
                                          24,124        4,996                 161                                           29,281
 Profit before income tax                 732           775                   (84)                                          1,423
 Significant non-cash items
 Depreciation of property,                503           104                   4                                             611

 plant and equipment
 Depreciation of right-of-use assets      915           189                   6                                             1,110
 Amortization of intangible assets        61            13                    -                                             74
 Segment assets 10  (#_ftn10)             23,909        4,951                 160                                           29,020
 Included in the segment assets:
 Trade receivables and other receivables  3,193         662                   21                                            3,876
 Additions to:
 Property, plant and equipment            520           107                   3                                             630
 Right-of-use assets                      704           146                   5                                             855
 Intangible assets                        31            6                     1                                             38
 Segment liabilities 11  (#_ftn11)        6,695         1,386                 45                                            8,126

 

4.2     Geographical information

 

Revenue

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

 

                                             Group
                                             Financial years ended

                                             31 December
                                             2024         2023
                                             USD'$000     USD'$000
 Mainland China and Hong Kong 12  (#_ftn12)  11,078       11,964
 Taiwan 13  (#_ftn13)                        7,044        5,339
 South Korea                                 6,176        5,479
 United States                               3,487        4,908
 Japan                                       3,299        1,385
 Other                                       815          206
 Total Revenue                               31,899       29,281

 

-       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 FY2024, Chinese customers from Mainland China and Hong Kong
accounted for 25.1% of the Group's total revenue, while Mainland China and
Hong Kong (non-China) accounted for 9.6% of the Group's total revenue. On a
combined basis, Mainland China and Hong Kong accounted for 34.7% of the
Group's total revenue.

-       In FY2023, Chinese customers from Mainland China and Hong Kong
accounted for 33.8% of the Group's total revenue, while Mainland China and
Hong Kong (non-China) accounted for 7.1% of the Group's total revenue. On a
combined basis, Mainland China and Hong Kong accounted for 40.9% of the
Group's total revenue.

 

-       With our revenue diversification strategy, the Group has made
good progress over the years to diversify our revenue base geographically;
while Mainland China and Hong Kong remain key markets, revenue contributions
from other regions have expanded. As compared with FY2023, revenue
contribution of Chinese customers from Mainland China and Hong Kong has
declined to 25.1% of the Group's total revenue in FY2024, while revenue
contribution of Mainland China and Hong Kong (non-China) increased to 9.6% of
the Group's total revenue in FY2024.

 

-       In addition, the Taiwanese market, South Korean market and
Japanese market delivered revenue growth in FY2024 and particularly, revenue
contribution from the Japanese market experienced significant growth in
FY2024, increasing from 4.7% in FY2023 to 10.3% of total revenue in FY2024,
mainly due to increased marketing and promotional activities, with revenue
increasing from US$1.4 million to US$3.3 million, representing a year-on-year
increase of 138%.

 

Non-current assets

 

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

 

                                                 Group
                                                 31 December
                                                 2024          2023
                                                 USD'$000        USD'$000
 Mainland China and Hong Kong 14  (#_ftn14)      4,351            2,855
 Taiwan 15  (#_ftn15)                            2,297            2,355
 Others 16  (#_ftn16)                            1,986            42
 Total 17  (#_ftn17)                             8,634            5,252

 

5     Property, Plant and equipment

 

During the financial year ended 31 December 2024, the Group acquired assets
amounting to approximately US$0.4 million (31 December 2023: US$0.6 million)
and the Group disposed of assets amounting to less than US$0.1 million (31
December 2023: less than US$0.1 million).

 

6     Loans and borrowings

 

During the financial year ended 31 December 2023 and 2024, the Group does not
have any banking facilities or other borrowings.

 

7     Profit before taxation

 

Profit before tax includes the following:

                                                                 Group
                                                                 Financial years ended

                                                                 31 December
                                                                 2024         2023
                                                                 USD'$000     USD'$000
 Government grant income                                         296          51
 Other income from ultimate holding company                      242          -
 Gain on disposal of intangible assets                           323          -
 Foreign exchange gains                                          828          22
 Gain/(losses) on disposal of property, plant and equipment      6            (9)
 Fair value gain on financial assets                             52           -
 Interest income                                                 465          68
 Depreciation of property, plant and equipment                   (660)        (611)
 Depreciation of right-of-use assets                             (1,212)      (1,110)
 Amortisation of intangible assets                               (186)        (74)

 

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 consolidated interim
statement of profit or loss are:

                                                   Group
                                                   Financial years ended   31 December
                                                   2024                          2023
                                                   USD'$000       USD'$000
 Current income tax                                20             51
 (Over)/under provision for current income tax     (33)           9
 Total current income tax                          (13)           60
 Deferred income tax credit                        (158)          (417)
 Income tax credit recognized in profit or loss    (171)          (357)

 

9     Dividends

                                                               Group and Company
                                                                       Financial years ended 31 December
                                                                       2024               2023
                                                                       USD'$000           USD'$000
 Proposed but not recognized as a liability as at 31 December          77                 1,060

 -Exempt dividend for 2024 of SGD 0.024 Cents

  (2023: SGD 0.5 Cents) per share

 

10    Earnings per share ("EPS")

 

(a)    Basic earnings per share

                                                                     Group
                                                                     Financial years ended 31 December
                                                                                   2024          2023
                                                                                   USD'$000      USD'$000
 Earnings per ordinary share for the year:
 Net profit attributable to equity holders of the Company (USD'000)                525           1,780
 Weighted average number of ordinary shares ('000)                                 338,997       243,381
 Basic earnings per share (in USD)                                                 0.0015        0.0073

 

From the financial years ended 31 December 2023 and 31 December 2024, the
aforementioned weighted average number of ordinary shares outstanding had been
retrospectively adjusted to account for (i) from cash capital increase, (ii)
the issuance of scrip dividends by capitalization of the Company's retained
profits on 17 May 2023 , and (iii) the number of ordinary shares from the
conversion of New Taiwan Dollar ("NTD") ordinary shares to Singapore Dollar
("SGD") ordinary shares on 8 November 2023,and (ⅳ) on 8 July 2024, the
Company allotted and issued 108,000,000 Shares by way of a placement at an
issue price of S$0.25 per Share in July 2024. Following such issuance the
total issued share capital of the Company was 387,698,275 Shares, and (ⅴ) on
14 November 2024, the Company allotted and issued 52,666,667 Shares by way of
a placement, pursuant to AIM dual listing, at an issue price of £0.15 per
Share (or approximately S$0.26). Following such issuance the total issued
share capital of the Company was 440,364,942 Shares.

 

(b)    Diluted earnings per share

                                                                     Group
                                                                     Financial years ended 31 December
                                                                                   2024          2023
                                                                                   USD'$000      USD'$000
 Earnings per ordinary share for the year:
 Net profit attributable to equity holders of the Company (USD'000)                525           1,780
 Weighted average number of ordinary shares ('000)                                 340,383       243,381
 Diluted earnings per share (in USD)                                               0.0015        0.0073

 

 

11    Net asset value per share

                                                 Group                   Company
                                                 31 December             31 December
                                                       2024     2023     2024     2023
 Net asset (USD'$000)                                  49,996   21,447   47,684   18,081
 Number of ordinary shares ('000)                      440,365  279,698  440,365  279,698
 Net asset value per ordinary share (USD cents)        11.35    7.67     10.83    6.46

 

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 31 December 2024 and 31 December 2023.

 

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

 

Significant related party transactions

(a)       Transactions with related parties

                                                                                  Financial years ended

                                                                                  31 December
                                                                                  2024         2023
                                                                                  USD'$000     USD'$000
 Sales of goods and/or services to-holding company                                99           49
 Administrative fees from holding companies                                       7            8
 Distribution and marketing fees from other related parties                       181          107
 Reimbursement of research and development costs from ultimate holding company    755          -
 Other income from ultimate holding company                                       242          -
 Advance payables from ultimate holding company                                   -            2

(b)      Key management personnel compensation

 

                                      Financial years ended

                                      31 December
                                      2024         2023
                                      USD'$000     USD'$000
 Short-term employee benefits         1,016        933
 Share-based compensation expenses    493          -
 Total                                1,509        933

 

13    Fair value of assets and liabilities

                                                   Group                  Company
                                                   31 December            31 December
                                                         2024      2023          2024      2023
                                                         USD'$000  USD'$000      USD'$000  USD'$000
 Financial assets carried at amortised cost
 Cash and cash equivalents                               39,832    16,423        29,074    5,549
 Trade and other receivables                             5,825     3,603         60        399
 Investment in financial assets at amortised cost        1,461     -             1,461     -
 Other non-current assets - refundable deposits          289       234           -         -
                                                         47,407    20,260        30,595    5,948
 Financial liabilities measured at amortised cost
 Trade and other payables                                5,940     5,402         20,462    455
 Lease liabilities
 - Current                                               1,175     930           -         -
 - Non-current                                           1,886     1,687         -         -
                                                         9,001     8,019         20,462    455

 

14    Share capital

                                                                 Company

                                                                 Issued share capital
                                                                 No. of           Amount
                                                                 ordinary shares  USD'$000
 2024
 Beginning of financial year                                     279,698,275      8,615
 Shares issued (SGD 0.04 per share)                              108,000,000      3,185
 Shares issued (SGD 0.04 per share)                              52,666,667       1,565
 As at 31 December 2023                                          440,364,942      13,365

 2023
 Beginning of financial year                                     15,701,932       5,226
 Cash capital increase                                           1,744,659        569
 Declaration and issuance of scrip dividend (NT$10 per share)    5,000,000        1,627
 Repurchase and cancellation of outstanding USD ordinary shares  (22,446,591)     (7,422)
 Shares issued (SGD 0.04 per share)                              239,698,275      7,422
 Shares issued (SGD 0.04 per share)                              40,000,000       1,193
 As at 31 December 2023                                          279,698,275      8,615

 

On 10 January 2023, the Company issued 1,744,659 ordinary shares with par
value NT$10 per share to various of investors for a cash consideration of USD
3,022,980 constituting of share capital of USD 568,392 and capital reserves of
USD 2,454,588. The rights and obligations of all the ordinary shares issued
are the same. All represent issued ordinary shares fully paid-up with par
value of NTD$10 per share.

 

On 17 May 2023, the Company declared and issued scrip dividends where it
issued 5,000,000 ordinary shares of a par value of NTD 10 per share by
capitalising its retained profits of USD 1,626,550.

 

On 1 November 2023, the Company repurchased and cancelled its previously
issued 22,446,591 ordinary shares with par value of NTD 10 per share from the
existing shareholders for a consideration of USD 7,422,000. The consideration
was fulfilled via issuance of 239,698,275 ordinary shares with par value of
SGD 0.04 per share.

 

 

On 20 November 2023, pursuant to the Company's initial public offering
("IPO"), the Company issued 40,000,000 ordinary shares by way of a placement
and cornerstone tranche, with par value SGD 0.04 per share at SGD 0.20 for
each placement share and each cornerstone share. The placement and cornerstone
tranche were fully subscribed, and the proceeds resulted in an increase in
total equity of USD 5,966,400 constituting share capital of USD1,193,280 and
capital reserves of USD 4,773,120.

 

On 8 July 2024, the Company raised a total of SGD 27.0 million through a
placement, issuing 108,000,000 ordinary shares at an issue price of SGD 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 USD 19,910,000, comprising an increase in share
capital of USD 3,185,000 and an increase in capital reserves of USD
16,725,000.

 

On 14 November 2024, the Company was 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 GBP 0.15 per share, raising a total of GBP 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 USD 10,006,000, comprising an increase in share capital of USD
1,565,000 and an increase in capital reserves of USD 8,441,000.

 

As of 31 December 2023 and 31 December 2024, the Company did not hold any
treasury shares, subsidiary holdings, or outstanding convertible securities.
However, the Company had outstanding warrants issued to brokers and Restricted
Employee Shares granted to employees, which may result in future issuances of
shares.

 

15    Share-based compensation expense

 

(a)        Winking Studios Performance Share Plan ("Winking PSP")

 

Grant Date: 8 April 2024

Quantity Granted: 20,808,000 shares (par value SGD 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

 

(a)        Winking Studios Performance Share Plan ("Winking PSP")
(cont'd)

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 and up to 8,228,000 shares to the remaining
employees.

 

Currently, 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 shares to eligible employees will
occur upon achieving these three indicators. Full-time employees who have been
granted these shares are eligible to subscribe to the allocated shares at a
price of SGD 0 per share. Employees who do not meet the vesting conditions
shall not obtain the shares pursuant to the Winking Studios Performance Share
Plan.

 

                                 2024
 Shares granted but not vested:  No. of Shares
 Balance at 1 January 2024       -
 Granted                         20,808,000
 Balance at 31 December 2024     20,808,000

 

 Part  No. of Shares  Fair value per Shares
 A     5,328,000      SGD 0.2393
 B     11,800,000     SGD 0.2125~0.2333
 C     3,680,000      SGD 0.1292~0.1603

 

Shares 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.

 

(b)        Warrants

Grant Date: 8 November 2024

Quantity Granted: 4,487,359 warrants

Exercise Price: GBP 0.15 per warrant

Grantees: Grantee A & Grantee B

Expiration Date: 3 years (until 14 November 2027) ~ 5 years (until 8 November
2029)

 

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 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 GBP 0.15 per
warrant within the respective exercise periods.

 

As of 31 December 2024, no warrants have been exercised.

 

2025 Warrants Summary

 Warrants Issued but Not Exercised  No. of Warrants  Fair value per share
 Balance at 1 January 2024          -
 Granted (A)                        83,710           GBP 0.0591
 Granted (B)                        4,403,649        GBP 0.0777
 Balance at 31 December 2024        4,487,359

 

16         Subsequent events

 

Proposed Acquisition of Shanghai Mineloader Digital Technology Co., Ltd.

On 17 January 2025, the Company announced its proposal to acquire 100% of the
equity interest in Mineloader for an aggregate consideration of approximately
RMB 146 million (approximately US$19.9 million or SGD 27.2 million or GBP 16.3
million). The acquisition is expected to be completed before the end of 1H
2025, subject to the satisfaction of various conditions precedent, including
the full payment of the Target Company's equity, shareholder approvals, and
the execution of confidentiality and intellectual property agreements.

 

The acquisition will be funded using the Company's internal cash resources,
with approximately RMB 131.4 million (approximately US$ 17.9 million or SGD
24.5 million or GBP 14.7 million) being paid as an upfront payment, and the
remaining balance to be paid on the fifth anniversary following completion of
the transaction, contingent on the satisfaction of certain conditions and
performance targets.

Furthermore, as part of the acquisition, the Company has entered into
performance-based incentive agreements with key management personnel of the
Target Company, pursuant to which new incentive shares in the capital of the
Company amounting to a value of up to RMB 24.0 million (approximately US$3.3
million or SGD 4.5 million or GBP 2.7 million) will be issued over the
financial years ending 31 December 2025 to 31 December 2030, subject to the
fulfilment of performance targets. targets and terms as prescribed under the
performance-based incentive agreements.

 

The Board believes the acquisition will create substantial business synergies
and cross-selling opportunities, facilitating scalable growth and enhancing
the Company's competitive position in the global gaming services industry.

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

 

1     Review

 

The condensed consolidated interim statement of financial position of Winking
Studios Limited and its subsidiaries as at 31 December 2024, and the related
condensed consolidated interim statement of comprehensive income, condensed
consolidated interim statement of changes in equity and condensed consolidated
interim cash flows statements for the financial year then ended and certain
explanatory 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 performance of the group, to the extent necessary for
a reasonable understanding of the group's business. The review must discuss
any significant factors that affected the turnover, costs, and earnings of the
group for the current financial period reported on, including (where
applicable) seasonal or cyclical factors. It must also discuss any material
factors that affected the cash flow, working capital, assets or liabilities of
the group during the current financial period reported on.

 

1)     Statements of Profit and Loss and Other Comprehensive Income

 

FY2023 vs FY2024

 

Revenue

 

The Group's revenue increased from US$29.3 million in FY2023 to US$31.9
million in FY2024, an increase of US$2.6 million, representing a growth of
8.9%. Excluding the impact of exchange rate fluctuations, the Group's revenue
would have increased by 11.2% year-on-year on a constant currency basis.

 

Art Outsourcing segment: Historically, majority of the Group's revenue is
contributed by this business segment and in FY2024, it accounted for 82.8% of
the Group's overall revenue,

 

Revenue from this business segment increased by 9.5% or US$2.3 million to
US$26.4 million, mainly due to increased orders from both new and existing
clients in Taiwan, Japan, South Korea, and other regions. Our acquisition of
two art outsourcing studios, On Point Creative and Pixelline in FY2024 (the
"FY2024 Acquisitions"), contributed US$1.3 million of revenue under this
business segment.

 

Game Development segment: In FY2024, this business segment contributed 16.6%
of the Group's overall revenue, with a revenue growth of 6.1% or US$0.3
million to US$5.3 million that was driven by higher orders from existing
customers.

 

Global Publishing and Other Services segment: In FY2024, this business segment
contributed revenue of US$0.2 million or 0.6% of the Group's overall revenue,
comparable to that recognised in FY2023.

 

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

 

Gross Profit

 

With higher revenue in FY2024, the Group registered higher gross profit of
US$9.5 million with a gross margin of 29.7%.

 

Gross profit margin in FY2024 was affected by lower gross margin from the two
newly-acquired art studios mainly due to sub-optimal efficiency linked to
teething issues that arose from the integration process post-acquisition.

 

Excluding the two acquisitions in FY2024, the Group's gross margin would have
increased to 33.3% in FY2024.

 

Other Income

 

Other income increased significantly from US$0.1 million in FY2023 to US$0.9
million in FY2024, an increase of approximately US$0.7 million (due to
rounding) or 594.4%. The increment was primarily due to the receipt of Grant
for Equity Market Singapore Scheme of approximately US$0.3 million from the
Monetary Authority of Singapore for our IPO listing on the Catalist of the
SGX-ST, the receipt of net investment income of US$0.2 million from
controlling shareholder for a collaborative artificial intelligence ("AI")
project, and net profit of approximately US$0.3 million from the disposal of
intangible assets.

 

Other Gains/(Losses) - Net

 

Net other income increased significantly from less than US$0.1 million in
FY2023 to US$0.9 million in 2024, an increase of approximately US$0.9 million
(due to rounding) or 6,715.4%, which was mainly due to the forex gains due to
currency fluctuations.

 

Distribution and Marketing Expenses

 

Distribution and marketing expenses increased 39.5% or US$0.6 million from
US$1.5 million in FY2023 to US$2.2 million in FY2024. The increase was mainly
due to more investments in marketing and promotional activities to expand into
overseas markets, resulting in increased business travel costs, and costs
related to marketing activities.

 

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

 

Administrative Expenses

 

Administrative expenses increased 43.0% or US$2.7 million, from US$6.4 million
in FY2023 (of which there is a one-time SGX IPO expenses of US$2.0 million) to
US$9.1 million in FY2024, which was mainly due to:

·      Dual listing costs of US$2.5 million related to the AIM dual
listing on LSE;

·      Increased share-based compensation expenses of US$1.0 million;
and

·      Ongoing listing expenses on the SGX-ST of US$0.6 million.

 

Expected Credit Gains/(Losses)

 

Expected credit loss improved from a loss of US$0.1 million in FY2023 to a
gain of US$0.02 million in FY2024, which was attributed to the enhanced credit
control measures by the Company during FY2024.

 

Interest Income

 

Interest income increased from less than US$0.1 million in FY2023 to US$0.5
million in FY2024, a growth of 583.8% that was mainly attributed to a rise in
cash holdings and improved investment returns during FY2024.

 

Depreciation and Amortisation Expenses

 

Depreciation increased from US$1.7 million in FY2023 to US$1.9 million, an
increase of US$0.2 million, or 8.8%. The primary reason for this increase was
the addition of assets from newly acquired companies.

Amortisation increased from US$0.1 million in FY2023 to US$0.2 million, an
increase of US$0.1 million, or 151.4%. The main reason for this increase was
the rise in intangible assets due to acquisitions, including intangible assets
from acquired companies and newly purchased intangible assets, leading to
higher amortisation expenses.

 

Profit Before Income Tax

 

Profit before tax decreased from US$1.4 million in FY2023 to US$0.4 million in
FY2024, a decline of 75.1% and the main reasons are attributed as below:

-       Dual listing costs related to the AIM dual listing on LSE of US$
2.5 million;

-       Increased share-based compensation expenses of US$1.0 million;

-       Increased distribution and marketing expenses of US$0.6 million;
and

-       Ongoing SGX listing expenses of US$0.6 million;

 

Income Tax

 

Income tax benefit decreased from US$0.4 million in FY2023 to US$0.2 million
in FY2024, a decline of 52.1% that was mainly due to the decrease in deferred
tax credits.

 

2H 2024 vs 2H 2023

 

Revenue

The Group's revenue increased from US$15.1 million in 2H 2023 to US$16.7
million in 2H 2024, an increase of US$1.6 million, representing a 10.6%
growth. This increase was mainly driven by higher order volumes from both new
and existing customers in key markets, particularly in Japan and Taiwan.

 

Gross Profit
With the increase in revenue during 2H 2024, the Group's gross profit
increased from US$5.0 million in 2H 2023 to US$5.2 million in 2H 2024, an
increase of 5.1%. Despite the revenue growth, the gross profit margin
decreased slightly due to the sub-optimal efficiency linked to teething issues
that arose from the integration process post-acquisition. Excluding the impact
of the FY2024 acquisitions, the Group's gross profit margin would have risen
to 36.0% in 2H 2024.

Other Income
Other income surged from less than US$0.1 million in 2H 2023 to US$0.5 million
in 2H 2024, an increase of US$0.4 million, or 711.9%.

The growth was primarily due to:

·      Net profit of approximately US$0.3 million from the disposal of
intangible assets; and

·      Additionally, net investment income of US$0.1 million from an AI
project.

 

Other Gains/(Losses) - Net

Net other gains/(losses) significantly improved from a net loss of less than
US$0.1 million in 2H 2023 to a net gain of US$0.9 million in 2H 2024. This was
mainly driven by foreign exchange gains due to currency fluctuations.

 

Distribution and Marketing Expenses

Distribution and marketing expenses increased from US$1.0 million in 2H 2023
to US$1.2 million in 2H 2024, an increase of US$0.2 million, or 14.8%. The
increase was mainly due to higher investments in marketing and promotional
activities that included higher business travel expenses for overseas market
expansion, increased digital advertising and branding efforts to enhance
market presence globally.

 

Administrative Expenses

Administrative expenses increased from US$3.9 million in 2H 2023 to US$6.4
million in 2H 2024, an increase of US$2.5 million, or 64.2%. This increase was
mainly due to:

·      AIM dual listing expenses of US$2.4 million;

·      Increased share-based compensation expenses of US$0.8 million;
and

·      SGX-ST listing expenses of US$0.2 million.

 

Expected Credit Gains/(Losses)

Expected credit losses deteriorated from a gain of less than US$0.1 million in
2H 2023 to a loss of less than US$0.1 million in 2H 2024, which was mainly due
to higher trade receivables in new markets and delayed payments from certain
customers.

 

Interest Income

Interest income increased from less than US$0.1 million in 2H 2023 to US$0.3
million in 2H 2024, a growth of 563.3%. This increase was mainly driven by
increased cash reserves from fundraising activities and improved yields from
money market instruments and other short-term investments.

 

Depreciation and Amortization Expenses

Depreciation increased from US$0.9 million in 2H 2023 to US$1.0 million, an
increase of US$0.1 million, or 12.9%. The main reason for this increase was
the addition of assets from the newly acquired companies.

Amortization increased from less than US$0.1 million in 2H 2023 to US$0.1
million in 2H 2024, an increase of US$0.1 million, or 257%. The main reason
for this increase was the rise in intangible assets due to FY2024
Acquisitions, including intangible assets from acquired companies and newly
purchased intangible assets.

 

Profit Before Income Tax

Profit before tax decreased from US$0.1 million in 2H 2023 to a loss of US$0.7
million in 2H 2024. This was mainly due to:

·      Higher administrative expenses, including annual SGX-ST listing
costs of US$0.2 million and one-off AIM dual listing costs of US$2.4 million;

·      Increased share-based compensation expenses of US$0.8 million and

·      Increased marketing and promotional expenses of US$0.2 million.

 

Income Tax Credit

Income tax credit decreased from US$0.4 million in 2H 2023 to US$0.3 million
in 2H 2024, a decrease of 35.0%. This decrease was primarily due to lower
pre-tax profits, affecting deferred tax adjustments.

 

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

 

2)     Statements of Financial Position

 

The comparative analysis of assets and liabilities is based on the Group's
financial statements as at 31 December 2023 and 31 December 2024.

 

Current Assets increased from US$23.8 million as at 31 December 2023, to
US$49.8 million as at 31 December 2024, an increase of US$26.0 million, or
109.5%. This increase was primarily due to:

 

Cash and Cash Equivalents

 

As at 31 December 2024, cash and cash equivalents totaled US$39.8 million, an
increase of US$23.4 million, or 142.5%, as compared to US$16.4 million as at
31 December 2023. The increase mainly came from US$19.9 million (SGD27.0
million) raised through the private placement in Singapore (July 2024), and
US$10.0 million (GBP7.9 million) raised through the AIM dual listing on LSE
(November 2024). The increment was partially offset by the FY2024
Acquisitions, for US$2.0 million, dividend payments of US$1.1 million, and the
net of returns of US$1.5 million from the purchase of US-denominated bonds
("Bond Investments") that have bond ratings of at least "A-".

 

Trade and Other Receivables

 

As of 31 December 2024, trade and other receivables increased by US$2.5
million, or 64.1%, primarily driven by higher revenue in the second half of
2024 and a quicker conversion of contract assets into receivables compared to
the same period in FY2023.

 

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

Contract Assets

 

Contract assets increased from US$3.5 million as at 31 December 2023 to US$3.6
million as at 31 December 2024, representing a growth of approximately 3.6%,
mainly due to the higher volume of work completed in FY2024 that has been
recognised as revenue. Almost 100% of the contract assets from the previous
year's output were converted into trade receivables or cash payments.

 

Non-Current Assets increased from US$6.7 million as at 31 December 2023, to
US$10.5 million as at 31 December 2024, an increase of US$ 3.7 million, or
55.5%, mainly due to the following:

 

Investment in Financial Assets at Amortised Cost

 

The addition of US$1.5 million in Investment in financial assets at amortised
cost reflects the Group's bond investments using un-utilised funds.

 

Intangible Assets

 

Intangible assets increased significantly from US$0.2 million as at 31
December 2023 to US$1.9 million as at 31 December 2024, mainly due to the
recognition of goodwill intangible assets from the FY2024 acquisitions.

 

Deferred Income Tax Assets

 

Deferred income tax assets increased from US$1.5 million as at 31 December
2023 to US$1.8 million as at 31 December 2024, an increase of 24.3%. This
increase was primarily due to an increase in tax losses, resulting in an
increase in deferred income tax assets that was recognised.

 

Other Non-Current Assets

 

Other non-current assets increased from US$0.2 million as at 31 December 2023
to US$0.3 million as at 31 December 2024, reflecting an increase in
prepayments for the Company's refundable deposits.

 

Current Liabilities increased from US$6.4 million as at 31 December 2023 to
US$7.3 million as at 31 December 2024, an increase of US$0.8 million, or
12.9%, mainly due to the following:

 

            Trade and Other Payables

 

Trade and other payables increased from US$5.4 million as at 31 December 2023
to US$5.9 million as at 31 December 2024, mainly due to the increased payables
to suppliers that were associated with increased business volume during
FY2024.

 

Contract Liabilities

 

Contract liabilities increased from less than US$0.1 million as at 31 December
2023 to US$0.1 million as at 31 December 2024, mainly due to the increased
customer prepayments for our art outsourcing services in gaming projects.

 

Lease Liabilities

 

Lease liabilities increased from US$0.9 million as at 31 December 2023 to
US$1.2 million as at 31 December 2024, representing an increase of US$0.2
million, or 26.3% that was mainly attributable to new office lease agreements
arising from the FY2024 Acquisitions.

 

Non-current liabilities increased from US$2.6 million as at 31 December 2023
to US$3.0 million as at 31 December 2024, an increase of US$0.4 million, or
14.5%, mainly due to the following:

 

Deferred income tax liabilities

 

The increase in deferred income tax liabilities from US$0.9 million to US$1.1
million was primarily due to the expiration of office lease agreements in
FY2024 and the signing of new lease contracts, which resulted in an increase
in deferred income tax liabilities. Additionally, the amortisation of
intangible assets arising from the FY2024 Acquisitions contributed to the
increment.

 

Equity increased by approximately US$28.5 million from US$21.4 million as at
31 December 2023 to US$50.0 million as at 31 December 2024, mainly due to the
following:

 

Share Capital

 

Share capital increased from US$8.6 million as at 31 December 2023 to US$13.4
million as at 31 December 2024, representing an increase of US$4.8 million, or
55.1%. This increase was primarily driven by US$3.2 million raised through a
private placement in Singapore (July 2024) and US$1.6 million raised from the
AIM Dual Listing on the LSE (November 2024).

 

Other Reserves

 

Other reserves increased from US$4.6 million as at 31 December 2023 to US$28.9
million as at 31 December 2024, representing an increase of approximately
528.0%. This was primarily attributable to US$24.7 million raised from the two
fund raising exercises during the reporting year, as well as an increase of
US$1.0 million in share-based compensation expenses.

 

Retained Profits

 

Retained profits decreased from US$8.2 million as at 31 December 2023, to
US$7.7 million as at 31 December 2024, representing a decline of approximately
6.5%. This decrease was primarily due to dividend payments made during FY2024.

 

3)     Statement of Cash Flows

 

Net Cash Generated from Operating Activities

 

Net cash generated from operating activities was US$0.6 million during FY2024,
as compared to US$3.5 million generated during FY2023, which is primarily due
to a lower profitability that is weighed down by the AIM dual listing expenses
and a US$1.9 million reduction in working capital in FY2024 that was a result
of higher revenue in the second half of 2024 and a quicker conversion of
contract assets into receivables compared to the same period in FY2023.

 

Net Cash Used in Investing Activities

 

Net cash used in investing activities was US$3.7 million in FY2024, compared
to US$0.5 million in 2023. This increase in FY2024 was primarily due to two
acquisition for US$2.0 million (net) and the purchase of bonds for US$1.5
million.

 

Net Cash Generated from Financing Activities

 

Net cash generated from financing activities increased significantly from
US$7.5 million in FY2023 to US$27.0 million in FY2024, representing a net
increase of US$19.5 million that was primarily driven by proceeds raised from
the private placement in Singapore (July 2024) and the AIM dual listing on LSE
(November 2024), reflecting the Group's M&A strategy and global ambitions.
However, this was partially offset by dividend payments during the year.

 

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

 

In our 1H2024 results announcement, it was disclosed that with majority of the
Group's projects involving games with online connectivity, barring unforeseen
circumstances, the Group expects a stronger project pipeline in the second
half of 2024 from indicative bookings of our artists by customers of at least
US$10.1 million as at 13 August 2024.

 

For 2H2024, the Group has recognised revenue of US$16.7 million from projects
involving games with online connectivity.

 

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 evolves, major game studios are outsourcing more of their art
and development needs to increase efficiency, reduce fixed costs and make
scaling easier, driving a structural shift towards established external
service providers like Winking Studios.

 

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.(cont'd)

 

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,
increasing from 46% of the US$3.7 billion market in 2023 to more than 50% of
the US$7.1 billion market in 2028.

 

The Group expects a strong project pipeline over the next 24 months based on
from indicative bookings of our artists by customers of at least US$35.8
million (subject to changes depending on the final confirmation from
customers) as at 31 December 2024.

 

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

 

With the indicative bookings and business expansion plans, the Group believes
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.

 

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

 

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

                                31 December 2024   31 December 2023
                                (Unaudited)        (Audited)

 Total number of issued shares  440,364,942        279,698,275

 

The Company did not have any treasury shares as of 31 December 2023 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. There were no sales, transfers, cancellation and/ or use of
subsidiary holdings during and as at the end of the current financial period
reported on.

 

9      Dividend

a.     Current Financial Period Reported on

Any distribution recommended for the current financial period reported on?

Yes.

 Name of Dividend           Special
 Dividend Type              Cash
 Dividend amount per Share  SGD 0.00024
 Tax rate                   Tax-exempt

 

b.     Corresponding period of the immediately preceding financial year.

 

 Name of Dividend           Special
 Dividend Type              Cash
 Dividend amount per Share  SGD 0.005
 Tax rate                   Tax-exempt

 

c.     Date payable.

The date payables for the proposed final cash dividend, if approved at the
forthcoming annual general meeting of the Company, will be announced in due
course.

 

d.     Books closure date

The record date of the Company for the proposed final cash dividend will be
announced in due course.

 

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

Not applicable.

 

11     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 obtained shareholders' approval for an updated general mandate
for IPTs at its extraordinary general meeting held on 28 October 2024. Save as
disclosed below, there are no other IPTs equal to or above SGD100,000
(equivalent to USD73,746) in FY2024.

 

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. (cont'd)

 

 Name of Interested Persons  Details of Transactions                          Aggregate value of the IPTs during the financial period (excluding IPTs    Aggregate value of the IPTs
                                                                              previously approved by shareholders and excluding transactions less than

                                                                              SGD$100,000 (USD'000)                                                      during the financial period which were previously approved by shareholders
                                                                                                                                                         excluding transactions less than SGD$100,000 (USD'000)
 Acer America Corporation    Distribution and marketing fees                  -                                                                          181
 Acer Incorporated           Reimbursement of research and development costs  -                                                                          755
 Acer Incorporated           Other income                                     -                                                                          242
 Acer Incorporated           Providing services                               -                                                                          99
 Total                                                                        -                                                                          1,277

 

12     (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 Board wishes to announce 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  Amount utilised from 20 November 2023 to 31 January 2025 (SGD000)  Balance as at

                                                                                (SGD000)                                                                                31 January 2025 (SGD000)
 Expansion of our operations globally, including establishing subsidiaries and  1,000                1,000                                                              -
 offices and enhancing existing office and supporting infrastructure
 Acquisitions, joint ventures and/or strategic alliances                        2,240                2,240                                                              -
 Exploration of the use of AI capabilities in our art outsourcing segment       1,200                1,165                                                              35
 General working capital purposes                                               636                  636                                                                -
 Total                                                                          5,076                5,041                                                              35

 

(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 Board wishes to announce the Company received gross proceeds of
SGD27,000,000 (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 31 January 2025 (SGD000)  Balance as at

                                                                                  (SGD000)                                                                            31 January 2025 (SGD000)
 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                -                                                              4,000
 continuous exploration of the use of AI capabilities
 Expansion and improvements to the Group's regional offices and supporting        2,700                214                                                            2,486
 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                332                                                            968
 Total                                                                            26,500               19,046                                                         7,454

 

(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 Board wishes to announce 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 placing 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 31 January 2025 (SGD000)  Balance as at 31 January 2025 (SGD000)

                                                                                (SGD000)
 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 hub; 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

 

13     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.

 

14     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

 

15     A breakdown of sales

 

                                                                       Group                   Increase/ (Decrease)

                                                                                               %
                                                                       31.12.2024  31.12.2023

                                                                       USD'$000    USD'$000
 (a) Sales reported for first half year                                15,225      14,210      7.1
 (b) Operating profit/loss after tax before                            909         1,263       (28.0)
 deducting non-controlling interests reported for first half year
 (c) Sales reported for second half year                               16,674      15,071      10.6
 (d) Operating profit/loss after tax before                            (384)       517         (174.3)
 deducting non-controlling interests reported for second half year

 

16     A breakdown of the total annual dividend (in dollar value) for the
issuer's latest full year and its previous full year.

 

 Total Annual Dividend  Latest Full Year (FY2024)  Previous Full Year (FY2023)

                        (USD $'000)                (USD $'000)
 Ordinary               77                         1,060
 Preference             -                          -
 Total                  77                         1,060

 

17.   Disclosure of person occupying a managerial position in the issuer or
any of its principal subsidiaries who is a relative of a director or chief
executive officer or substantial shareholder of the issuer pursuant to Rule
704(10) in the format below. If there are no such persons, the issuer must
make an appropriate negative statement.

 

 Name         Age  Family relationship with any director and/or substantial shareholder      Current position and duties, and the year the position was first held          Details of changes in duties and position held, if any, during the year
 Cho Tai-Wen  45   Cousin of Executive Director and CEO (Founder) , Mr Johnny Jan Cheng Han  Chief Operating Officer of Winking Studios Limited a subsidiary company since  No changes
                                                                                             2016

 

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

 

(i)         Acquisition of 100% of the Issued and Paid-Up Share
Capital of On Point Creative Co., Ltd.

 

On 1 April 2024, the Company completed the acquisition of 100% of the issued
share capital in On Point Creative Co., Ltd., a company mainly engaged in the
provision of art outsourcing services, for cash consideration of NTD
59,900,000 (approximately USD 1,873,925). The acquisition is expected to
expand the Group's sale and capabilities so as to increase the Group's market
presence globally.

 

The cash consideration was negotiated between the parties at arm's length and
arrived at on a willing buyer-willing seller basis, taking into account,
amongst other things: (i) the fair value of the sale shares as set out in the
valuation report; (ii) the unaudited net tangible asset value of On Point
Creative Co., Ltd. (創點數位概念股份有限公司) as at 30 September
2023; (iii) the past financial performance of On Point Creative Co., Ltd.
(創點數位概念

 

股份有限公司) (including its net profit of NTD10,410,454 (or
approximately S$449,211 9 or USD340,838 10 ) and NTD7,054,939 (or
approximately S$304,421 11 or USD230,979 12 ) for the financial years ended 31
December 2021 and 31 December 2022, respectively); (iv) the business prospects
of On Point Creative Co., Ltd. (創點數位概念股份有限公司); (v) the
synergies between the Group and On Point Creative Co., Ltd.
(創點數位概念股份有限公司) given that both are engaged in the art
outsourcing business; and (vi) the prevailing market conditions in respect of
the art outsourcing business in the Republic Of China.

 

 Purchase consideration                                            USD'$000
 Cash paid                                                         1,874

 Assets and liabilities recognised as a result of the acquisition
                                                                   Fair Value
                                                                   USD'$000
 Cash and cash equivalents                                         342
 Trade and other receivables                                       344
 Current income tax assets                                         1
 Property, plant and equipment                                     32
 Intangible assets                                                 460
 Deferred income tax assets                                        107
 Other non-current assets                                          27
 Right of use assets                                               112
 Trade and other payables                                          (234)
 Current income tax liabilities                                    (1)
 Lease liabilities                                                 (115)
 Deferred income tax liabilities                                   (73)
 Net identifiable assets acquired                                  1,002

 Add: Goodwill                                                     872
 Total                                                             1,874

 

The goodwill is attributable to synergies that are expected to arise after the
Company's acquisition of the new subsidiary. The residual excess of
consideration paid over the fair values of identifiable assets and liabilities
have been recorded as goodwill amounting to USD 0.9 million.

 

The cash consideration has been fully satisfied in cash paid by the Company to
the vendor's designated account on 1 April 2024.

 

Please refer to the Company's announcements dated 28 December 2023 and 1 April
2024 in relation to the acquisition for further details.

 

(ii)    Acquisition of the Business and Certain Assets of Pixelline

 

On 28 June 2024, the Company completed the acquisition of  the business of
Pixelline, for an aggregate purchase consideration of USD300,000 (or
approximately S$407,100). The acquisition is expected to expand the Groups'
sale and capabilities so as to increase the Group's market presence globally.

 

The consideration of the acquisition was determined and agreed upon between
the Company and Pixelline Production Sdn. Bhd on a willing buyer and willing
seller basis, taking into account factors such as the findings from the due
diligence process, and the independent valuation to be conducted by the
Company on certain of the assets.

 

 Purchase consideration                                            USD'$000
 Cash paid                                                         500

 Assets and liabilities recognised as a result of the acquisition
                                                                   Fair Value
                                                                   USD'$000
 Property, plant and equipment                                     20
 Intangible assets                                                 303
 Net identifiable assets acquired                                  323

 Add: Goodwill                                                     177
 Total                                                             500

 

The goodwill is attributable to synergies that are expected to arise after the
Company's acquisition of the business.

 

The residual excess of consideration paid over the fair values of identifiable
assets have been recorded as goodwill amounting to USD 0.2 million.

 

The remaining purchase consideration of up to USD 500,000 will be paid in
various tranches by the Company to the vendor shareholders, subject to
fulfilling certain financial targets in respect of the financial years ending
31 December 2024, 31 December 2025 and 31 December 2026 as per the earn-out
agreements with each of the vendor shareholders. For the avoidance of doubt,
this contingent amount will not be included in the initial purchase
consideration but will be recognised separately when the conditions for
payment are met, in accordance with IFRS.

 

Please refer to the Company's announcements dated 8 April 2024, 27 June 2024
and 28 June 2024 in relation to the acquisition for further details.

 

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 12 months ended 31 December 2024 and 31 December 2023 may include the
Group's SGX IPO expenses ("SGX IPO Expenses"), expenses related to the
dual-listing London Stock Exchange ("LSE") ("LSE Dual Listing Expenses"),
share-based compensation expenses, foreign exchange gains/losses, costs of
acquisition and integration, and private placement related expenses (SGD 27
million fundraise completed in July 2024)  ("Private Placement Related
Expenses") as shown in the table below:

 

Alternative Performance Measures ("APMs")(cont'd)

 

                                                                               Group

                                                                               Financial years ended 31 December
                                                                               2024                2023
                                                                               USD'$000            USD'$000
 Net Profit                                                                    525                 1,780
 Net interest expenses/(income)                                                (385)               21
 Income tax expenses (credit)                                                  (171)               (357)
 Earnings before interest and taxation ("EBIT")                                (31)                1,444
 Depreciation                                                                  1,872               1,721
 Amortization                                                                  186                 74
 Earnings before interest, taxation, depreciation and amortisation ("EBITDA")  2,027               3,239
 SGX IPO Expenses                                                              -                   1,992
 LSE Dual Listing Expenses                                                     2,454               -
 Share-based compensation expenses                                             1,008               -
 Costs of acquisition and integration                                          59                  -
 Private Placement Related Expenses                                            91                  -
 Exchange Gains or Losses                                                      (828)               (22)
 Adjusted Expenses                                                             2,784               1,970
 Amortization of Acquisition-related Intangible                                65                  -
 Assets
 Adjusted EBIT                                                                 2,818               3,414
 Adjusted EBITDA                                                               4,811               5,209
 Revenue from contracts with customers                                         31,899              29,281
 Adjusted EBITDA as a % of revenue                                             15.08%              17.79%

 

 

Alternative Performance Measures ("APMs")(cont'd)

 

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. For adjusted net profit, the adjustments for the 12
months ended 31 December 2024 and 31 December 2023 may include expenses
related to the SGX IPO Expenses, LSE Dual Listing Expenses, share-based
compensation expenses, foreign exchange gains/losses, costs of acquisition and
integration, amortization of acquisition-related intangible assets, and
private placement related expenses as shown in the table below:

 

                                                            Group

                                                            Financial years ended 31 December
                                                            2024                2023
                                                            USD'$000            USD'$000
     Net Profit                                             525                 1,780
     SGX IPO Expenses                                       -                   1,992
     LSE Dual Listing Expenses                              2,454               -
     Share-based compensation expenses                      1,008               -
     Costs of acquisition and integration                   59                  -
     Private Placement Related Expenses                     91                  -
     Foreign exchange (gain)/losses                         (828)               (22)
     Amortization of Acquisition-related Intangible Assets  65                  -
     Adjusted Expenses                                      2,849               1,970
     Tax arising on Adjusted Expenses                       -                   -
     Adjusted Net Profit                                    3,374               3,750

 

For the avoidance of doubt, both the Adjusted EBITDA and adjusted net profit
in FY2024 include the ongoing listing expenses (SGX) and distribution and
marketing costs of US$1.2 million not incurred in FY2023.

 

Strong Focus and Niche

 

The Group also has an established niche in games with online connectivity,
which accounted for 85.91% 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 FY2024.

 

According to the data for the FY2024, the proportion of man days used by
mobile games and console & PC games within the Group is 49.8% and 45.3%,
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)

27 February 2025

 

 

 

 

 

 1  (#_ftnref1) Constant currency basis: The current period's reported revenue
is recalculated using the average exchange rate from the same period last
year. This adjustment allows management and other users of the financial
statements to better understand the underlying trading performance compared to
the previous year.

 2  (#_ftnref2) Based on the exchange rate of RMB1:S$0.1865 as at 16 January
2025 as extracted from the Monetary Authority of Singapore's ("MAS") website.

 3  (#_ftnref3) Based on the exchange rate of RMB1: £0.1118 as at 16 January
2025 as extracted from the MAS website.

 4  (#_ftnref4) Based on the exchange rate of RMB1: US$0.1364 as at 16 January
2025 as extracted from the MAS website.

 5  (#_ftnref5) Hong Kong here refers to Hong Kong Special
Administrative Region.

 6  (#_ftnref6) Taiwan here refers to the Taiwan region.

 7  (#_ftnref7) Source: China Insights Consultancy (August 2024)

 8  (#_ftnref8) Segment assets does not include deferred income tax asset.

 9  (#_ftnref9) Segment liabilities does not include deferred income tax
liabilities.

 10  (#_ftnref10) See footnote 8 above;

 11  (#_ftnref11) See footnote 9 above.

 

 12  (#_ftnref12) Hong Kong here refers to Hong Kong Special
Administrative Region.

 13  (#_ftnref13) Taiwan here refers to the Taiwan region.

 14  (#_ftnref14) See footnote 12 above

 15  (#_ftnref15) See footnote 13 above

 16  (#_ftnref16) Others here refers to the Cayman Islands, Malaysia and
Singapore

 17  (#_ftnref17) Non-current assets does not include deferred income tax
asset

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