Anemoi International Ltd: Interim Report (30 June 2023)

Anemoi International Ltd (AMOI)
Anemoi International Ltd: Interim Report (30 June 2023)

29-Sep-2023 / 09:00 GMT/BST


Anemoi International Ltd

 

 

 

 

Anemoi International Ltd

(Reuters: AMOI.L, Bloomberg: AMOI:LN)

("Anemoi" or the "Company")

 

Interim Results for the period ended 30 June 2023

 

The Company is pleased to announce its results for the six months ended 30 June 2023. The interim results have been submitted to the FCA and will shortly be available on the Company’s website: www.anemoi-international.com

 

Chairman’s Statement


Anemoi is pleased to announce its unaudited interim results for the six months to 30 June 2023.

I am pleased to report a significant increase in H1 Revenues (+75%) and Gross Profit (+246%), however, Revenue is not yet sufficient to support the cost of running a public company, notwithstanding a 15% reduction in General and Administrative Costs, resulting in a 31% reduction in Operating Loss for the period under review. Initiatives taken in the first half of 2023 should further reduce costs in H2 2023 and the Board will continue to explore avenues to enhance shareholder value.

 

 

Duncan Soukup

Chairman

Anemoi International Ltd

28 September 2023

 

Responsibility Statement

 

We confirm that to the best of our knowledge:

a)    the condensed set of financial statements has been prepared in accordance with IAS 34 'Interim Financial Reporting';

b)    the interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); and

c)    the interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties' transactions and changes therein).

Cautionary statement

This Interim Management Report (IMR) has been prepared solely to provide additional information to shareholders to enable them to assess the Company’s strategy and the potential for that strategy to succeed. The IMR should not be relied on by any other party or for any other purpose.

 

Duncan Soukup

Chairman

Anemoi International Ltd

28 September 2023

 

Unaudited Condensed Statement of Income

For the six months ended 30 June 2023

 

 

 

6 Months to

6 Months to

Year Ended

 

 

Jun 2023

Jun 2022

Dec 2022

 

GBP

GBP

GBP

Note

Unaudited

Unaudited

Audited

Continuing Operations

 

 

 

 

Revenue

 

79,563

45,355

137,288

Cost of sales

 

(5,869)

(24,070)

(60,765)

Gross profit

 

73,694

21,285

76,523

Administrative expenses excluding exceptional costs

 

(314,601)

(371,399)

(750,192)

Exceptional administration costs

 

(49,441)

(58,166)

(58,166)

Total administrative expenses

 

(364,042)

(429,565)

(808,358)

Operating loss before depreciation

 

(290,348)

(408,280)

(731,835)

Depreciation and Amortisation

5

(63,392)

(42,131)

(95,994)

Operating loss

 

(353,740)

(450,411)

(827,829)

Net financial income/(expense)

3

1,912

(384)

(504)

Share of profits of associated entities

 

-

-

4,541

Profit/(loss) before taxation

 

(351,828)

(450,795)

(823,762)

Taxation

 

(220)

(685)

(685)

Profit/(loss) for the period

 

(352,048)

(451,480)

(824,477)

 

 

 

 

 

 

 

 

 

 

Earnings per share - GBP pence (using weighted average number of shares)

 

 

 

 

Basic and Diluted

 

(0.22)

(0.29)

(0.53)

Basic and Diluted

4

(0.22)

(0.29)

(0.53)

 

The notes on pages 11 to 15 form an integral part of this consolidated interim financial information.


Unaudited Condensed Statement of Comprehensive Income

For the six months ended 30 June 2023

 

 

6 Months to

6 Months to

Year Ended

 

Jun 2023

Jun 2022

Dec 2022

 

GBP

GBP

GBP

 

Unaudited

Unaudited

Audited

 

 

 

 

Loss for the six months to 30 June 2023

(352,048)

(451,480)

(824,477)

Other comprehensive income:

 

 

 

Exchange differences on re-translating foreign operations

(12,426)

197,530

171,836

Total comprehensive income

(364,474)

(253,950)

(652,641)

 

 

 

 

Attributable to:

 

 

 

Equity shareholders of the parent

(364,474)

(253,950)

(652,641)

Total Comprehensive income

(364,474)

(253,950)

(652,641)

 

The notes on pages 11 to 15 form an integral part of this consolidated interim financial information.

 

Unaudited Condensed Statement of Financial Position

As at 30 June 2023

 

 

As at

As at

As at

 

 

Jun 2023

Jun 2022

Dec 2022

 

GBP

GBP

GBP

 

Note

Unaudited

Unaudited

Audited

Assets

 

 

 

 

Non-current assets

 

 

 

 

Goodwill

5

1,462,774

1,462,774

1,462,774

Intangible assets

5

1,505,970

1,429,975

1,482,645

Property, plant and equipment

5

9,881

10,439

10,406

Investment in associated entities

 

4,541

-

4,541

Total non-current assets

 

2,983,166

2,903,188

2,960,366

 

 

 

 

 

Current assets

 

 

 

 

Trade and other receivables

 

348,356

333,461

386,005

Cash and cash equivalents

 

1,869,952

2,464,317

2,189,610

Total current assets

 

2,218,308

2,797,778

2,575,615

 

 

 

 

 

Liabilities

 

 

 

 

Current liabilities

 

 

 

 

Trade and other payables

 

701,589

526,991

652,057

Total current liabilities

 

701,589

526,991

652,057

 

 

 

 

 

Net current assets

 

1,516,719

2,270,787

1,923,558

 

 

 

 

 

Net assets

 

4,499,885

5,173,975

4,883,924

 

 

 

 

 

Shareholders’ Equity

 

 

 

 

Share capital

6

117,750

117,750

117,750

Share premium

 

5,773,031

5,768,771

5,773,031

Preference shares

 

246,096

246,096

246,096

Other Reserves

 

70,070

74,330

70,070

Foreign exchange reserve

 

268,290

217,335

300,281

Retained earnings

 

(1,975,352)

(1,250,307)

(1,623,304)

Total shareholders' equity

 

4,499,885

5,173,975

4,883,924

 

 

 

 

 

Total equity

 

4,499,885

5,173,975

4,883,924

The notes on pages 11 to 15 form an integral part of this consolidated interim financial information..

These financial statements were approved by the board 28 September 2023

Signed on behalf of the board by:

 

 

 

Duncan Soukup


Unaudited Condensed Statement of Cash Flows

For the six months ended 30 June 2023

 

 

 

6 Months to

6 Months to

Year ended

 

 

Jun 2023

Jun 2022

Dec 2022

 

GBP

GBP

GBP

Notes

Unaudited

Unaudited

Audited

Cash flows from operating activities

 

 

 

 

Profit/(Loss) for the period

 

(353,740)

(450,411)

(827,829)

(Increase)/decrease in trade and other receivables

 

25,162

295,175

242,631

(Decrease)/increase in trade and other payables

 

62,018

(202,733)

(77,607)

Net exchange differences

 

3,104

(35,837)

(130,723)

Depreciation and amortisation

5

63,392

42,131

95,994

Cash generated by operations

 

(200,064)

(351,675)

(697,534)

Taxation

 

(220)

(685)

(685)

Net cash flow from operating activities

 

(200,284)

(352,360)

(698,219)

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

Sale/(Purchase) of intangible assets

5

(105,802)

(115,456)

(149,371)

Net cash flow in investing activities - continuing operations

(105,802)

(115,456)

(149,371)

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

Interest paid

 

-

(44)

(42)

Interest received

 

1,960

14

-

Repayment of loans and borrowings

 

-

-

(60)

Net cash flow from financing activities

 

1,960

(30)

(102)

 

 

 

 

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

(304,126)

(467,846)

(847,692)

Cash and cash equivalents at the start of the period

 

2,189,610

2,734,633

2,734,633

Effects of foreign exchange rate changes

 

(15,532)

197,530

302,669

Cash and cash equivalents at the end of the period

 

1,869,952

2,464,317

2,189,610

 

The notes on pages 11 to 15 form an integral part of this consolidated interim financial information.

 

Unaudited Condensed Statement of Changes in Equity

For the six months ended 30 June 2023

 

 

 

 

 

 

 

 

Total

 

Share

Share

Preference

Other

Foreign Exchange

Retained

Shareholders

 

Capital

Premium

Shares

Reserves

Reserves

Earnings

Equity

 

£

£

£

£

£

£

£

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as at 31 December 2021

117,750

5,768,771

246,096

74,330

(2,389)

(798,827)

5,405,731

Foreign Exchange on translation

-

-

-

-

22,194

-

22,194

Total comprehensive income for the period

-

-

-

-

197,530

(451,480)

(253,950)

Balance as at 30 June 2022

117,750

5,768,771

246,096

74,330

217,335

(1,250,307)

5,173,975

Other Reserves - Options

-

4,260

-

(4,260)

-

-

-

Foreign Exchange on translation

-

-

-

-

82,946

-

82,946

Total comprehensive income for the period

-

-

-

-

-

(372,997)

(372,997)

Balance as at 31 December 2022

117,750

5,773,031

246,096

70,070

300,281

(1,623,304)

4,883,924

Foreign Exchange on translation

-

-

-

-

(19,565)

-

(19,565)

Total comprehensive income for the period

-

-

-

-

(12,426)

(352,048)

(364,474)

Balance as at 30 June 2023

117,750

5,773,031

246,096

70,070

268,290

(1,975,352)

4,499,885

 

The notes on pages 11 to 15 form an integral part of this consolidated interim financial information.

 


Notes to the Condensed Financial Information

 

  1. General information

Anemoi International Ltd (the “Company”) is a British Virgin Island (“BVI”) International business company (“IBC”), incorporated and registered in the BVI on 6 May 2020. The Company is a holding company actively seeking investment opportunities.

id4 AG is a wholly owned subsidiary of Anemoi and was formed as part of the merger of the former id4 AG (“id4”) with and into its parent, Apeiron Holdings AG on 14 September 2021. id4 was incorporated and registered in the Canton of Lucerne in Switzerland in April 2019 whilst Apeiron Holdings AG was incorporated and registered in December 2018. Following the merger, Apeiron Holdings AG was renamed id4 AG.

On the 17th December 2021, the entire share capital of id4 AG was purchased by Anemoi International Ltd.

Id4 CLM (UK) Ltd is a wholly owned subsidiary of Anemoi, incorporated on 26 November 2021 in England and Wales. Id4 CLM (UK) Ltd is a private limited company, limited by shares.

 

2 .Significant Accounting policies

The Group financial statements consolidate those of the Company and its subsidiaries (together referred to as the “Group”). 

The Group prepares its accounts in accordance with applicable UK Adopted International Accounting Standards “IFRS”.

The financial statements are expressed in GBP.

The accounting policies applied by the Company in this unaudited consolidated interim financial information are the same as those applied by the Company in its consolidated financial statements as at 31 December 2022.

The financial information has been prepared under the historical cost convention, as modified by the accounting standard for financial instruments at fair value.

 
2.1.       Basis of preparation

The condensed consolidated interim financial information for the six months ended 30 June 2023 has been prepared in accordance with International Accounting Standard No. 34, ‘Interim Financial Reporting’. They do not include all of the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Company as at and for the year ended 31 December 2022.

These condensed interim financial statements for the six months ended 30 June 2023 are unaudited and do not constitute full accounts. The independent auditor’s report on the 2022 financial statements was not qualified.

 
2.2.
  Going concern

 

The financial information has been prepared on the going concern basis as management consider that the Company has sufficient cash to fund its current commitments for the foreseeable future.

 

Notes to the Condensed Financial Information Continued

 

  1. Net Financial Expense

 

Six months

Six months

Year

 

ended

ended

ended

 

30 Jun 23

30 Jun 22

31 Dec 22

 

Unaudited

Unaudited

Audited

 

£

£

£

 

 

 

 

Loan interest expense

-

44

45

Bank interest expense

35

-

(3)

Bank interest income

-

(14)

-

Loan interest income

(1,995)

-

-

Foreign currency (gains)/losses

48

354

462

 

(1,912)

384

504

 

  1. Earnings per share

 

 

Six months

Six months

Year

 

ended

ended

ended

 

30 Jun 23

30 Jun 22

31 Dec 22

 

Unaudited

Unaudited

Audited

 

£

£

£

The calculation of earnings per share is based on
the following loss attributable to ordinary shareholders and number of shares:

 

 

 

Loss for the period

(352,048)

(451,480)

(824,477)

 

 

 

 

Weighted average number of shares of the Company

157,041,665

157,041,665

157,041,665

 

 

 

 

Earnings per share:

 

 

 

Basic and Diluted (pence)

(0.22)

(0.29)

(0.53)

 

 

 

 

Number of shares outstanding at the period end:

157,041,665

157,041,665

157,041,665

 

 

 

 

Number of shares in issue

 

 

 

Opening Balance

157,041,665

157,041,665

157,041,665

Issuance of Share Capital

-

-

-

Basic number of shares in issue

157,041,665

157,041,665

157,041,665

 

 

Notes to the Condensed Financial Information Continued

 

  1. Non-current assets

 

 

 

 

 

Plant

 

 

 

Intangible

and

 

Total

Goodwill

Assets

Equipment

Cost

GBP

GBP

GBP

GBP

Cost at 1 January 2023

3,077,345

1,462,774

1,601,492

13,079

FX movement

(21,482)

-

(21,308)

(174)

 

3,055,863

1,462,774

1,580,184

12,905

Additions

105,802

-

105,802

-

 

 

 

 

 

Cost at 30 June 2023

3,161,665

1,462,774

1,685,986

12,905

Depreciation/Amortisation

 

 

 

 

Depreciation/Amortisation at 1 January 2023

121,521

-

118,847

2,674

FX movement

(1,617)

-

(1,581)

(36)

 

119,904

-

117,266

2,638

Charge for the period on continuing operations

63,392

-

63,004

388

FX movement

(256)

-

(254)

(2)

 

 

 

 

 

Depreciation/Amortisation at 30 June 2023

183,040

-

180,016

3,024

 

 

 

 

 

Closing net book value at 30 June 2023

2,978,625

1,462,774

1,505,970

9,881

 

For impairment testing purposes, management considers the operations of the Company to represent a single cash generating unit (CGU), providing software and digital solutions to the financial services industry. The directors have assessed the recoverable amount of goodwill which in accordance with IAS 36 is the higher of its value in use and its fair value less costs to sell (fair value), in determining whether there is evidence of impairment.

 

 

Notes to the Condensed Financial Information Continued

  1. Share Capital

 

 

As at

As at

As at

 

30 Jun 23

30 Jun 22

31 Dec 22

 

Unaudited

Unaudited

Audited

 

£

£

£

Authorised share capital:

 

 

 

Unlimited ordinary shares of $0.001 each

-

-

-

 

 

 

 

 

 

 

 

Fully subscribed shares

 

 

 

29,950,000 ordinary shares of $0.04 each

1,200,000

1,200,000

1,200,000

Exchange rate adjustment

              1.3649

              1.3649

              1.3649

29,950,000 ordinary shares in GBP

879,185

879,185

879,185

Placing 5,999,999 ordinary shares of £0.04

240,000

240,000

240,000

Conversion of shares to par value of $.0001 at rate of 1.3649

(1,092,810)

(1,092,810)

(1,092,810)

Issuance of 66,666,666 shares for acquisition of id4 AG

50,387

50,387

50,387

Placing of 54,375,000 shares of $0.001

40,988

40,988

40,988

Less fair value of options and warrants

-

-

-

Total

117,750

117,750

117,750

 

 

 

 

 

Number

Number

Number

 

of shares

of shares

of shares

Fully subscribed shares

157,041,665

157,041,665

157,041,665

 

 

 

 

Balance at close of period

157,041,665

157,041,665

157,041,665

 

Under the Company’s articles of association, the Board is authorised to offer, allot, grant options over or otherwise dispose of any unissued shares. Furthermore, the Directors are authorised to purchase, redeem or otherwise acquire any of the Company’s own shares for such consideration as they consider fit, and either cancel or hold such shares as treasury shares. The directors may dispose of any shares held as treasury shares on such terms and conditions as they may from time to time determine. Further, the Company may redeem its own shares for such amount, at such times and on such notice as the directors may determine, provided that any such redemption is pro rata to each shareholders’ then percentage holding in the Company.

On the 14th April 2021, a total of 5,999,999 new DIs (the "Placing DIs") were placed by at a price of £0.04 per Placing DIs (the "Placing") with existing and new investors ("Placees") raising gross proceeds of approximately £240,000. The Placing DIs represent Ordinary Shares representing 20 per cent. of the Ordinary Share capital of the Company prior to the Placing.

On the 16th August 2021 the Board announced that the par value of its issued and outstanding ordinary shares of no par value had changed to US$0.001 per Ordinary Share. The total number of issued shares with voting rights remained unchanged at 35,999,999 Ordinary Shares. Aside from the change in nominal value, the rights attaching to the Ordinary Shares (including all voting and dividend rights and rights on a return of capital) remained unchanged.

On the 17th December 2021, following the acquisition of id4 AG, 66,666,666 New Ordinary Shares of $0.001 were issued to the shareholders of id4 in settlement of consideration for the acquisition and the Company was readmitted to trading on the London Stock Exchange.

On the 17th December 2021, alongside the acquisition of id4 AG, 54,375,000 New Ordinary Shares of $0.001 were issued in a further placing with existing and new investors, raising a total of £2,175,000.

 

Notes to the Condensed Financial Information Continued

 

  1. Related Party Transactions

 

Thalassa Holdings Ltd, which holds shares in the Company is related by common control through the Chairman, Duncan Soukup. Thalassa Holdings Ltd invoiced the Company for administration costs totalling £4,236 (June 2022: £8,709, Dec 2022: £6,378)). At the period end the balance owed to Thalassa totalled £4,236 (June 2022: £340,768, Dec 2022: £2,894).

Consultancy and administrative services were accrued on behalf of a company, Fleur De Lys, in which the Chairman has a beneficial interest, the Company accrued £61,399 of fees in the period (Jun 2022: £77,556. Dec 2022:£134,953).

Athenium Consultancy Ltd, a company in which the Company owns shares invoiced the Company for financial and corporate administration services totalling £82,500 for the period (Jun 2022: £75,000, Dec 2022: £150,000).

 

  1. Subsequent events

There were no subsequent events to report

 

  1. Copies of the Interim Report

 

The interim report is available on the Company’s website: www.anemoi-international.com.

 

 

 



Dissemination of a Regulatory Announcement that contains inside information in accordance with the Market Abuse Regulation (MAR), transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.


ISIN: VGG0419A1057
Category Code: IR
TIDM: AMOI
LEI Code: 213800MIKNEVN81JIR76
OAM Categories: 1.2. Half yearly financial reports and audit reports/limited reviews
Sequence No.: 274695
EQS News ID: 1737261

 
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