Interim Results
Summary by AI BETAClose X
LEI:213800L6HSNUEFYY3J85
30 September 2026
Dotlines Global Limited
(“Dotlines”, the “Company” or the “Group”)
Interim results for the six months ended 30 June 2026
Dotlines (AIM: DOTL), the UK-based international technology group with operations across the UK and Southeast Asia spanning telecommunications, digital infrastructure, cybersecurity and financial technology, announces its interim results for the six months ended 30 June 2026 following its admission to AIM on 11 May 2026.
Financial Summary
- Revenue of £9.2m (H1 2025: £10.2m)
- Gross margin of 13.3% (H1 2025: 14.9%)
- Adj.(1) EBITDA of £1.0m (H1 2025: £1.4m)
- Adj.(1) profit before tax of £0.5m (H1 2025: £0.7m)
- Cash and cash equivalents at 30 June 2026 of £60k (31 December 2025: £50k)
- Subsequent to period end, c. £1.6m of additional debt funding secured
1 Adjusted to exclude one-off expenses in H1 2026 related to reverse acquisition (see note 3) and admission to AIM
Operational Highlights
Telecom products and services
- Neatley Limited – a UK internet service provider (“ISP”), commenced commercial use of the Group’s Catena platform during the period
-
Olilo UK & Ireland Limited – partnership established with this UK-based ISP, comprising:
- The offer of the Group’s Audra Safe router and cybersecurity solution to Olilo’s consumer broadband customers
- A five-year contract, signed post period, for the Group’s Catena operations support system and business support system software platform, with an estimated minimum contract value of £1.1m and commercial launch expected in Q4 2026, becoming the fourth ISP customer to be secured for Catena
- Carnival Internet – post period, expansion of customer base for the Group’s Carnival Internet broadband service through signing of an asset purchase agreement
Digital content and services
-
Continued expansion of the Sohoj digital services and financial technology platform through partnerships with major regional and international providers:
- Lazada – e-commerce affiliate programme launched with Southeast Asia’s leading e-commerce platform, which operates across six regional markets and is part of Alibaba Group
- Ria Money Transfer – partnership with one of the world’s largest cross-border money-transfer networks, with more than 600,000 locations across nearly 200 countries and territories, to provide Ria eWallet cash-in and cash-out services through Sohoj’s Malaysian merchant network
- Touch ‘n Go – expanded relationship with Malaysia’s leading digital financial-services platform, which has 27 million verified users and over 2 million merchant touchpoints. Sohoj launched airline ticketing through the Touch ‘n Go platform following the period end, extending its existing eWallet recharge integration
- NTT DATA Payment Services – reseller partnership established, post period, for digital-payment solutions, initially targeting approximately 3,000 Malaysian retail stores. NTT DATA Payment Services is part of Japan’s NTT Group, and generated approximately ¥5 trillion in FY 2025 and operates across more than 70 countries
Mahbubul Matin, Executive Chairman of Dotlines, said: “H1 2026 was a transformational period for Dotlines, culminating in our admission to AIM in May and bringing our digital services, telecommunications and cybersecurity businesses together within a single group.
“While first-half revenue was impacted by macroeconomic factors, including lower Sohoj activity ahead of the Malaysian state elections and adverse currency movements, the underlying business remained profitable on an adjusted basis. Importantly, trading has strengthened significantly since the period end and we expect a materially stronger second half, supporting year-on-year revenue growth for 2026.
“We are seeing strong commercial momentum across the Group. In the UK, Catena has secured its fourth ISP customer with a five-year agreement with Olilo with an estimated minimum value of £1.1m, while Neatley is now commercially live and we are progressing discussions with further prospective ISP customers. In Southeast Asia, Sohoj continues to expand its reach and service offering through relationships with major regional and international partners including Lazada, Ria Money Transfer, Touch ‘n Go and NTT DATA Payment Services.
“With trading strengthening, new products and services coming to market and a growing pipeline of commercial opportunities, our priority is clear: to convert that momentum into revenue, improve margins as our business mix develops and build scale across the Group.”
For further information please contact:
Dotlines Global Limited |
|
Mahbubul Matin, Executive ChairmanJakir Chowdhury, CEOMohammad Monsurul Hoq Sazzad, CFO |
via Gracechurch Group |
Allenby Capital Limited (Nominated Adviser and Broker) |
|
Jeremy Porter/Nick Athanas (Corporate Finance)Jos Pinnington/Lauren Wright (Equity Sales & Corporate Broking) |
+44 (0)20 3328 5656 |
Gracechurch Group (Financial PR) |
|
Claire Norbury/Harry Chathli |
+44 (0)20 4582 3500 |
About Dotlines
Dotlines Global Ltd (AIM: DOTL) is a UK-based international technology group operating in the telecommunications, digital infrastructure, cybersecurity and financial technology sectors. Founded in Malaysia in 2007 as a bespoke B2B software development business, it has since grown to offer a range of products, platforms and solutions for both B2B and B2C customers. Its two core areas of activity are digital content and services – principally, the Sohoj digital lifestyle platform for migrant populations in Malaysia, which has served over a million migrants from countries across Asia – and telecom products and services in the UK comprising: the Catena OSS and BSS software platform for internet service providers; Audra SME- and consumer-focused cybersecurity solutions; and the Carnival Internet full fibre broadband service.
For more information, visit: www.dotlinesglobal.com.
Executive Chairman’s Statement
Overview
The six month period ended 30 June 2026 was a transformational one for the Group. On 11 May 2026 the Company, which was then named Ikigai Ventures Limited, completed the acquisition of the entire issued share capital of Dotlines (Guernsey) Limited and its subsidiaries (“Dotlines Guernsey”) and of Audra Solutions Limited (“Audra”), together referred to in this report as “the Initial Transaction”.
On the same date the Company changed its name from Ikigai Ventures Limited to Dotlines Global Limited, delisted from the Main Market of the London Stock Exchange and was admitted to trading on AIM under the ticker DOTL, with an enlarged issued share capital of 609,333,791 ordinary shares.
The Group now operates across three areas: the Sohoj digital lifestyle platform in Malaysia; the Catena platform and the Carnival Internet broadband business in the United Kingdom; and the Audra internet security business, all acquired as part of the Initial Transaction.
Operational review
During the six months to 30 June 2026, the Group continued to execute its strategy across the business – securing new customers and establishing new partnerships to provide reseller opportunities and broaden its service offering. The Group also implemented an organisational restructure to consolidate the business to improve operations and optimise resources. This includes creating a unified technology team, led by a Group-wide Chief Technology Officer, rather than having separate technology teams within each subsidiary or brand. This also supports the Group’s commercial strategy to leverage its intellectual property across the business, such as the Group’s Carnival Internet being underpinned by its solutions from Catena and Audra.
Telecom products and services
The Group’s telecom products and services are delivered under the following UK-based brands:
- Catena – the Group’s in-house operations support system (“OSS”) and business support system (“BSS”) software platform providing comprehensive functionality across the sale, development and operating stages for internet service providers (“ISPs”) from a single, cloud-based interface. Catena is focused on creating simplicity for telecom providers to decrease the costs incurred.
- Audra – SME- and consumer-focused cybersecurity solutions incorporating physical firewall routers and software for both the office and home.
- Carnival Internet – the Group’s full fibre broadband service. In addition to providing growth opportunities in the B2C segment, Carnival Internet is the Group’s “centre of excellence” to drive recognition and trust in Catena and Audra and showcasing their benefits through the broadband provided under the Carnival name.
While the Group’s UK telecom offering is in the early stage of commercial rollout, following initial deployments in autumn 2025, strong progress has been made in building the pipeline and securing new customers and reseller partnerships.
Catena
In July, Dotlines secured a five-year contract with Olilo UK & Ireland (“Olilo”), an ISP serving customers across the UK that launched at the end of 2025, for the provision of its Catena software platform. Olilo is the Group’s fourth ISP customer for Catena. Olilo will pay an initial professional services set-up fee, a minimum monthly platform fee and a per subscriber (end customer) fee that increases at certain thresholds. The contract has an estimated minimum value of £1.1m over its term, and the Group expects to launch Catena with Olilo in Q4 2026.
Neatley, an ISP in the UK, commenced commercially using Catena during the period. The Group has provided Neatley with a fully-integrated Catena operating platform that brings together customer management, automated billing and payments, product catalogue and order management, a knowledge base and ticketing system, and financial reporting.
Audra
The Group also established a reseller partnership with Olilo to offer the Group’s Audra Safe router and cybersecurity solution to Olilo’s consumer customers, which was launched post period. Under the Olilo Consumer brand, Olilo offers various broadband packages and provides customers with the flexibility of choosing their own router or adopting the Olilo Hub 6, which is powered by Audra Safe.
Carnival Internet
In August, the Group acquired the broadband customer base of an ISP, which will result in the transfer of customers to the Carnival Internet broadband service.
Digital content and services
The primary activity in the Group’s digital content and services division is Dotlines’ Sohoj solution. Sohoj is a digital lifestyle platform for B2C and B2B2C customers in Malaysia that delivers cross-border services, digital content and mobile apps with a focus on migrant populations, which account for a significant proportion of the Malaysian workforce. The Sohoj platform allows migrant workers to support families in their home countries whilst operating in the cash economy by enabling services such as transfer of mobile data or data top-ups, paying bills and buying goods and services. The platform is accessible via website, app, and a distribution network of over 2,900 physical merchants (retail shops and community freelancers), many of which are located within migrant communities, who facilitate in-app transactions on behalf of the user/migrant worker.
In this division, the Group also provides bespoke digital content, digital gamification services and apps to mobile users (via Sohoj and other platforms) and third parties, including telcos.
During the first half of the year, Sohoj sales were impacted by a reduction in the inflow of migrants in Malaysia ahead of the state elections in Johor and Negeri Sembilan on 11 July and 1 August respectively. The Group is pleased to note that there has been a significant increase in Sohoj sales subsequent to the elections. The Group also continued to execute on its strategy to expand its partnerships with third parties to broaden the Sohoj service offering as described below. This broadens the appeal of Sohoj to users, but also creates additional revenue streams for the Group as it receives commission from its partners on transactions conducted through the platform. In addition, there was growth in sales from the Group’s provision of bespoke digital content, digital gamification services and apps.
Expansion of Sohoj offering to include Ria eWallet Cash-in and Cash-out Services
Dotlines established a partnership with Ria Money Transfer (“Ria”), a global leader in the cross-border money transfer industry, to enable cash-in and cash-out services for the Ria eWallet through Sohoj merchants in Malaysia. Through this collaboration, which went live post period, users can conveniently deposit into and withdraw from their Ria eWallet at Sohoj merchant locations. Sohoj’s extensive network of merchants provides customers with a secure and accessible way to manage their Ria eWallet funds through their trusted local agents. By connecting digital financial tools with community-based access points, this partnership helps advance financial inclusion, enabling more people to participate in the digital economy and bridging the gap between cash and digital financial ecosystems.
Launch of e-commerce affiliate programme with Lazada
During the period, the Group launched an e-commerce affiliate programme with Lazada, one of the largest e-commerce operators in Southeast Asia, whereby migrant workers can visit a Sohoj merchant and order products from Lazada. This enables migrants to use the retail store as a delivery address as well as make payments in cash.
Launch of air ticketing service with Touch ‘n Go
Touch ‘n Go is one of Malaysia’s largest e-wallet providers and is the Group’s principal strategic partner in the region with Sohoj already integrated into the Touch ‘n Go mobile app allowing users to buy and recharge a Touch ‘n Go e-wallet through the Sohoj platform. This partnership was expanded, post period, with Sohoj enabling users to purchase air tickets from authorised travel agencies via the Touch ‘n Go e-wallet platform. This initiative will make travel bookings more accessible and secure for migrant workers, who often purchase tickets through unauthorised agents and risk being deceived.
Reseller of digital payments services
The Group established a partnership, post period, with NTT DATA Payment Services, a leading payment solutions provider in Malaysia, Thailand and the Philippines, under which Sohoj acts as a reseller of NTT DATA Payment Services’ solutions that enable shopkeepers and merchants to accept digital payments through cards, e-wallets and online banking channels. The initial target is c. 3,000 retail stores where nearly 90% currently rely on cash transactions.
Financial review
Revenue for the six months ended 30 June 2026 was £9.2m (six months ended 30 June 2025 “H1 2025”: £10.2m), of which 84% was generated by Sohoj sales and 16% was from the provision of bespoke digital content, digital gamification services and apps (H1 2025: 80% and 20% respectively). The contribution from the telecom products and services division was £11,507 (H1 2025: £nil), reflecting the early stage of commercialisation and the fact that Audra Solutions Limited was consolidated only from 11 May 2026.
The year-on-year reduction in revenue primarily reflected lower Sohoj sales ahead of the Malaysia state elections, together with adverse currency fluctuations. Revenue from the provision of bespoke digital content, digital gamification services and apps increased on a local currency basis but was lower on a reported basis. On a constant currency basis (if the exchange rates in H1 2026 were the same as those prevailing in H1 2025), the Group’s total revenue would have been £9.5m.
Gross margin was 13.3% (H1 2025: 14.9%) with cost of sales being £8.0m (H1 2025: £8.7m). Cost of sales includes the back-to-back purchase by the Group of products bought by users via Sohoj. Accordingly, cost of sales were lower because of the reduced Sohoj sales. The Group expects gross margin to improve through the bulk purchasing of inventory, such as mobile airtime top-ups, and the sale of airline tickets. In addition, the Group’s gross margin will increase as the telecoms products and services division makes a greater contribution to revenue.
Total expenses increased to £12.3m (H1 2025: £9.5m) including £3.5m of costs relating to one-off AIM admission and acquisition expenses. Of that, £2.8m related to a reverse acquisition accounting charge arising from the AIM transaction and there were £0.7m of one-off AIM admission expenses associated with the AIM admission. On an adjusted basis, to exclude these charges, expenses were reduced to £8.8m (H1 2025: £9.5m). The main contributor to the Group’s expenses was cost of sales as described above. The Group delivered a decrease in employee-related expenses due to reduced headcount because of the organisational restructure to consolidate the business. These reductions were partly offset by a £0.2m (H1 2025: £nil) expense from the amortisation of acquired intangible assets in Audra Solutions Limited.
The Group recognised a loss before tax of £3.1m for H1 2026 compared with a profit before tax of £0.7m for the first half of the prior year, principally reflecting the reverse acquisition accounting charge and one-off admission expenses described above, together with lower revenue during the period. On an adjusted basis, to exclude the expenses associated with the reverse acquisition and admission to AIM, the Group generated a profit before tax of £0.5m for the first half of 2026. In addition, adjusted EBITDA was £1.0m (H1 2025: £1.4m).
The Group had net assets at 30 June 2026 of £10.9m (31 December 2025: £2.5m). The increase principally reflects the issue of equity as part of the reverse takeover and the recognition of intangible assets of £14.6m, with an associated deferred tax liability of £3.7m, arising from the acquisition of Audra Solutions Limited.
Cash and cash equivalents at 30 June 2026 were £59,840 (31 December 2025: £49,782). The balance at the period end is low because the costs of the Initial Transaction and AIM admission fell due in the period and were met from working capital and from funding provided by group and related undertakings, of which £1.89 million was outstanding at the period end within long-term borrowings. Post period end, the Group secured additional working-capital funding comprising a US$400,000 (£294,118) facility in July 2026 and a MYR 7m (c. £1.3m) loan facility, to support the Group’s ability to bulk purchase mobile airtime top-ups and airline tickets that are offered on Sohoj, in August 2026, both of which were drawn in full.
Results of the Company and Audra before the Initial Transaction
As the Initial Transaction is a reverse acquisition, these Condensed Consolidated Interim Financial Statements are a continuation of the financial statements of Dotlines Guernsey, and the results of the Company and of Audra are consolidated only from 11 May 2026. So that shareholders have a complete picture of the period since 31 December 2025, the unaudited results of the Company and of Audra for the period from 1 January 2026 to the date of the Initial Transaction are set out in Appendix 1 and Appendix 2 respectively. Those appendices are unaudited, do not form part of the Condensed Consolidated Interim Financial Statements and have not been subject to the independent review.
The Company recorded a loss of £507,075 for the period from 1 January 2026 to 10 May 2026, comprising the professional and administrative costs of the Initial Transaction and of maintaining its AIM admission.
Events since the period end
On 17 August 2026, the Group announced the Olilo contract, the Carnival Internet asset purchase agreement and three new partnerships for the Sohoj platform. On 28 August 2026, the Group announced the MYR 7 million loan facility of £1,272,727 referred to above, in connection with which 835,884 new ordinary shares were issued and admitted to trading on 15 September 2026, taking the shares in issue to 610,169,675. On 10 July 2026, the Group also entered into a facility of USD 400,000, £294,118, with Efficient Capital Labs, Inc. bearing interest at 12 per cent per annum, which has been drawn in full. These events are set out in note 25.
Outlook
Following the state elections in Malaysia post period end, the Group has experienced a strong increase in Sohoj sales as well as from digital services. The Group also expects airline ticketing sales through Touch ‘n Go to make an important contribution to growth in the second half of the year, following its soft launch in September and the commencement of active marketing from October. Accordingly, the Group expects significantly increased revenue in the second half of the year compared with the first half and to report year-on-year growth for the full year.
While the digital content and services division is expected to continue to be the primary source of revenue for the full year, the Board and management are very encouraged by the growing interest in its UK telecommunications products and services. In particular, a number of discussions are underway with potential ISP customers for Catena and the Group expects to launch a new low-touch software-as-a-service-based version of Catena during the second half, significantly expanding the addressable market for the product.
In addition, following the successful transfer of customers to Carnival Internet pursuant to the Group’s asset purchase agreement, the Group is exploring other such acquisition opportunities.
Accordingly, while continuing to closely monitor working capital, the Board remains confident in the Group’s prospects and looks forward to reporting on its progress.
Mahbubul Matin
Executive Chairman
29 September 2026
Condensed consolidated statement of comprehensive income
Six months ended 30 June 2026
|
|
Six months ended |
Six months ended |
|
|
30 June 2026 |
30 June 2025 |
|
|
(Unaudited) |
(Unaudited) |
|
Note |
£ |
£ |
Income |
|
|
|
Revenue from operations |
11 |
9,214,586 |
10,195,714 |
Other income |
12 |
12,790 |
50,305 |
Total income |
|
9,227,376 |
10,246,019 |
|
|
|
|
Expenses |
|
|
|
Cost of sales |
13 |
(7,998,654) |
(8,715,931) |
Employee benefit expenses |
14 |
(260,120) |
(559,066) |
Finance costs |
15 |
(16,728) |
(36,255) |
Depreciation and amortisation expenses |
16 |
(276,549) |
(50,226) |
Reverse acquisition expenses |
3 |
(2,826,855) |
- |
Other expenses |
17 |
(902,110) |
(171,446) |
Total expenses |
|
(12,281,016) |
(9,532,924) |
|
|
|
|
(Loss)/profit before tax |
|
(3,053,640) |
713,095 |
Income tax expense |
18 |
(151,990) |
(171,988) |
Deferred tax credit |
18 |
52,111 |
- |
(Loss)/profit for the period (A) |
|
(3,153,519) |
541,107 |
|
|
|
|
Other comprehensive income |
|
|
|
Items that will be reclassified to profit or loss: |
|
|
|
Exchange differences on translation of foreign operations |
|
1,609 |
(14,113) |
Other comprehensive income/(loss) for the period (B) |
|
1,609 |
(14,113) |
Total comprehensive (loss)/income for the period (A+B) |
|
(3,151,910) |
526,994 |
|
|
|
|
Attributable to: |
|
|
|
Owners of the Company |
|
(3,151,910) |
526,994 |
Non-controlling interests |
|
- |
- |
|
|
|
|
(Loss)/earnings per share (£) |
|
|
|
Basic and diluted |
19 |
(0.0122) |
0.0011 |
The accompanying notes form an integral part of these condensed consolidated financial statements.
Condensed consolidated statement of financial position
As at 30 June 2026
|
|
As at |
As at |
|
|
30 June 2026 |
31 December 2025 |
|
|
(Unaudited) |
(Audited) |
|
Note |
£ |
£ |
Assets |
|
|
|
Non-current assets |
|
|
|
Property, plant and equipment |
4 |
38,793 |
35,809 |
Right-of-use assets |
|
- |
- |
Goodwill |
3 |
- |
- |
Intangible assets |
5 |
17,222,392 |
124,457 |
Investments |
|
- |
- |
Other financial assets |
|
- |
- |
Total non-current assets |
|
17,261,185 |
160,266 |
Current assets |
|
|
|
Inventories |
6 |
158,061 |
- |
Trade and other receivables |
7 |
4,368,541 |
2,877,551 |
Cash and cash equivalents |
8 |
59,840 |
49,782 |
Other financial assets |
9 |
1,881,959 |
2,607,641 |
Other current assets |
9 |
99,326 |
1,754,684 |
Total current assets |
|
6,567,727 |
7,289,658 |
Total assets |
|
23,828,912 |
7,449,924 |
|
|
|
|
Equity and liabilities |
|
|
|
Equity |
|
|
|
Equity share capital |
20 |
- |
80,000 |
Securities premium |
20 |
57,762,795 |
- |
Group reorganisation reserve |
|
1,384,413 |
1,384,413 |
Reverse acquisition reserve |
3 |
(46,872,209) |
- |
Share warrants reserve |
|
43,917 |
- |
Retained earnings/(accumulated deficit) |
|
(1,475,293) |
1,056,284 |
Foreign currency translation reserve |
|
19,770 |
18,161 |
Total equity |
|
10,863,393 |
2,538,858 |
Non-current liabilities |
|
|
|
Long-term borrowings |
22 |
1,890,276 |
- |
Deferred tax liabilities |
10 |
3,653,102 |
591 |
Total non-current liabilities |
|
5,543,378 |
591 |
Current liabilities |
|
|
|
Short-term borrowings |
22 |
121,895 |
126,727 |
Trade and other payables |
21 |
6,361,522 |
3,116,982 |
Lease liabilities |
|
- |
- |
Other financial liabilities |
23 |
871,192 |
1,289,522 |
Provisions |
23 |
67,532 |
348,984 |
Other current liabilities |
23 |
- |
28,260 |
Total current liabilities |
|
7,422,141 |
4,910,475 |
Total liabilities |
|
12,965,519 |
4,911,066 |
Total equity and liabilities |
|
23,828,912 |
7,449,924 |
The accompanying notes form an integral part of these condensed consolidated financial statements.
Condensed consolidated statement of changes in equity
Six months ended 30 June 2026
|
|
|
|
|
|
|
|
Foreign |
|
|
|
|
|
Group |
Reverse |
Share |
Retained |
currency |
|
|
|
Share |
Securities |
reorganisation |
acquisition |
warrants |
earnings/ |
translation |
Total |
|
|
capital |
premium |
reserve |
reserve |
reserve |
(deficit) |
reserve |
equity |
|
|
£ |
£ |
£ |
£ |
£ |
£ |
£ |
£ |
At 1 January 2025 |
|
80,000 |
- |
1,383,129 |
- |
- |
957,500 |
14,113 |
2,434,742 |
Profit for the period |
|
- |
- |
- |
- |
- |
541,107 |
- |
541,107 |
Other comprehensive loss for the period |
|
- |
- |
- |
- |
- |
- |
(14,113) |
(14,113) |
Total comprehensive income for the period |
|
- |
- |
- |
- |
- |
541,107 |
(14,113) |
526,994 |
Dividends paid |
|
- |
- |
- |
- |
- |
(760,500) |
- |
(760,500) |
At 30 June 2025 (unaudited) |
|
80,000 |
- |
1,383,129 |
- |
- |
738,107 |
- |
2,201,236 |
At 1 January 2026 (audited) |
|
80,000 |
- |
1,384,413 |
- |
- |
1,056,284 |
18,161 |
2,538,858 |
Loss for the period |
|
- |
- |
- |
- |
- |
(3,153,519) |
- |
(3,153,519) |
Other comprehensive income for the period |
|
- |
- |
- |
- |
- |
- |
1,609 |
1,609 |
Total comprehensive loss for the period |
|
- |
- |
- |
- |
- |
(3,153,519) |
1,609 |
(3,151,910) |
Ordinary shares issued during the period |
|
- |
57,762,795 |
- |
- |
43,917 |
- |
- |
57,806,712 |
Retroactive application of the reverse acquisition |
|
(80,000) |
- |
- |
- |
- |
- |
- |
(80,000) |
Reverse acquisition reserve arising on the transaction |
|
- |
- |
- |
(46,872,209) |
- |
- |
- |
(46,872,209) |
Dividends payable waived |
|
- |
- |
- |
- |
- |
621,942 |
- |
621,942 |
At 30 June 2026 (unaudited) |
|
- |
57,762,795 |
1,384,413 |
(46,872,209) |
43,917 |
(1,475,293) |
19,770 |
10,863,393 |
The accompanying notes form an integral part of these condensed consolidated financial statements. The nature of each reserve is described in note 20.
Condensed consolidated statement of cash flows
Six months ended 30 June 2026
|
|
Six months ended |
Six months ended |
|
|
30 June 2026 |
30 June 2025 |
|
|
(Unaudited) |
(Unaudited) |
|
Note |
£ |
£ |
Cash flows from operating activities |
|
|
|
(Loss)/profit before tax |
|
(3,053,640) |
713,095 |
Adjustments to reconcile (loss)/profit before tax to net cash flows: |
|
|
|
Depreciation and amortisation |
|
276,549 |
50,226 |
Interest on lease liability |
|
- |
556 |
Interest on borrowings |
|
11,721 |
28,369 |
Dividends payable waived off |
|
(621,942) |
- |
Reverse acquisition expenses |
3 |
2,826,855 |
- |
Share warrants expense |
|
43,917 |
- |
|
|
|
|
Changes in assets and liabilities, net of assets acquired and liabilities assumed on acquisition: |
|
|
|
Trade and other receivables |
|
(1,398,010) |
(1,165,695) |
Prepayments and other assets |
|
2,425,322 |
- |
Trade and other payables |
|
1,636,654 |
1,444,308 |
Other liabilities |
|
(1,805,415) |
(251,437) |
Net cash generated from operating activities |
|
342,011 |
819,422 |
Cash flows from investing activities |
|
|
|
Purchase of property, plant and equipment and intangible assets |
|
(44,099) |
(34,263) |
Cash acquired on reverse acquisition |
3 |
42,602 |
- |
Net cash used in investing activities |
|
(1,497) |
(34,263) |
Cash flows from financing activities |
|
|
|
Net proceeds/(repayments) of borrowings |
|
110,669 |
(718,608) |
Expenditure incurred directly attributable to issuance of equity shares |
|
(423,806) |
- |
Interest paid on borrowings |
|
(11,721) |
(28,369) |
Payment of lease liabilities |
|
- |
(30,501) |
Net cash used in financing activities |
|
(324,859) |
(777,478) |
Net increase in cash and cash equivalents |
|
15,655 |
7,681 |
Exchange differences on cash and cash equivalents |
|
(5,597) |
(13,150) |
Cash and cash equivalents at the beginning of the period |
|
49,782 |
117,067 |
Cash and cash equivalents at the end of the period |
|
59,840 |
111,598 |
The accompanying notes form an integral part of these condensed consolidated financial statements.
Notes to the condensed consolidated financial statements
Six months ended 30 June 2026
1. Group overview
Dotlines Global Limited (the “Company”), formerly Ikigai Ventures Limited, is an AIM-quoted company incorporated on 28 May 2021 in Guernsey under the Companies (Guernsey) Law, 2008, as amended, and is registered in Guernsey. The address of the Company’s registered office is Plaza House, Third Floor, Elizabeth Avenue, St Peter Port, Guernsey GY1 2HU and the Company’s registration number is 69265.
On 15 September 2022 the Company was admitted to the Main Market of the London Stock Exchange with shares registered with an ISIN of GG00BPG8J619 and a SEDOL of BPG8J61. On 11 May 2026 the Company acquired the entire issued share capital of Dotlines (Guernsey) Limited and its subsidiaries (“Dotlines Guernsey”) and of Audra Solutions Limited (“Audra”), together referred to in these financial statements as “the Initial Transaction”. On the same date the Company changed its name from Ikigai Ventures Limited to Dotlines Global Limited, delisted from the Main Market of the London Stock Exchange and had its enlarged issued share capital admitted to trading on AIM, a market operated by the London Stock Exchange, under the ticker DOTL.
The Company and its subsidiaries (together the “Group”) provide technology-enabled services, including the Sohoj digital lifestyle platform in Malaysia and the Catena, Audra and Carnival Internet telecom products and services in the United Kingdom, with operations principally in the United Kingdom, Singapore and Malaysia.
2. Basis of preparation and material accounting policies
2.1 Compliance with IFRS and basis of preparation
These Condensed Consolidated Interim Financial Statements for the six month period ended 30 June 2026 have been prepared in accordance with IAS 34 “Interim Financial Reporting” and with International Financial Reporting Standards and their interpretations (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). They do not include all of the information required for a complete set of annual financial statements and should be read together with the audited financial statements of Dotlines Guernsey for the year ended 31 December 2025.
The financial information for the six month period ended 30 June 2026 and 30 June 2025 is unaudited. The comparative figures as at 31 December 2025 have been extracted from the audited financial statements for that year, which contained an unqualified audit opinion.
On 24 June 2026 the Board resolved to change the Company’s accounting reference date from 30 June to 31 December. The current accounting period has accordingly been extended and will end on 31 December 2026, giving an eighteen month accounting period, for which audited accounts will be published no later than 30 June 2027 in accordance with AIM Rule 19. These interim financial statements cover the six months ended 30 June 2026.
The Condensed Consolidated Interim Financial Statements are based on the classification provisions contained in IAS 1 “Presentation of Financial Statements”. For the purpose of clarity, various items are aggregated in the statement of comprehensive income and the statement of financial position; these items are disaggregated separately in the notes, where applicable. These Condensed Consolidated Interim Financial Statements are presented in Great Britain Pounds (“GBP”), whereas the functional currency is GBP for the United Kingdom operations, Singapore Dollars (“SGD”) for the Singapore operations and Malaysian Ringgit (“MYR”) for the Malaysian operations. All amounts included in the financial statements are reported in GBP unless stated otherwise.
The Condensed Consolidated Interim Financial Statements have been prepared on a historical cost basis. The accounting policies applied are consistent with those applied in the audited financial statements for the year ended 31 December 2025, except for the accounting for the reverse acquisition and the business combination described in note 3.
The preparation of these Condensed Consolidated Interim Financial Statements requires the use of certain critical accounting estimates and judgements. It also requires management to exercise judgement in the process of applying the Group’s accounting policies. To provide more reliable and relevant information about the effect of certain items, the Group has changed the classification of certain items; comparative figures have been regrouped or reclassified to conform to the current period’s grouping and classification. There is no impact on equity or on the result for the period from these regroupings or reclassifications.
2.2 Basis of consolidation – subsidiaries
The Condensed Consolidated Interim Financial Statements comprise the financial statements of the Company and its subsidiaries. Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the relevant activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group and are deconsolidated from the date that control ceases. The results and other comprehensive income of subsidiaries acquired or disposed of during the period are recognised from the effective date of acquisition, or up to the effective date of disposal, as applicable.
The Group combines the financial statements of the Company and its subsidiaries line by line, adding together like items of assets, liabilities, equity, income and expenses. Intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the Group. Such a change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any consideration paid or received is recognised within equity.
Business combinations involving entities under common control are accounted for using the pooling of interests method. Under this method the net assets of the transferor entity or business are accounted for at their carrying amounts at the date of the acquisition, subject to any adjustments required to harmonise accounting policies. Any excess or shortfall of the consideration paid over the share capital of the transferor entity or business is recognised as a capital reserve within equity.
2.3 Reverse acquisition – basis of presentation
Although the Company is the legal acquirer of Dotlines Guernsey and of Audra, the Initial Transaction is a reverse acquisition for accounting purposes. Dotlines Guernsey is treated as the accounting acquirer under IFRS 3 “Business Combinations” and the Company as the accounting acquiree. Accordingly, although these Condensed Consolidated Interim Financial Statements are issued in the name of the Company, they are a continuation of the financial statements of Dotlines Guernsey and have been prepared on the following basis:
a. Comparatives: the comparative figures are those of Dotlines Guernsey and therefore exclude the Company’s results, share capital and share premium for all periods before 11 May 2026.
b. Current period: the results of the Company and of Audra Solutions Limited are consolidated only from 11 May 2026. Equity is presented using the legal capital structure of the Company, with the reserves of Dotlines Guernsey carried forward.
c. Reverse acquisition reserve: represents the difference between the equity of the Company deemed to be issued in the transaction and the net assets of Dotlines Guernsey at the acquisition date.
d. Group reorganisation reserve: arises from historical contributions made directly into Dotlines Guernsey prior to the reverse takeover.
e. Retained deficit: includes the accumulated losses of Dotlines Guernsey and the Group’s results for the current interim period, but excludes the Company’s results for the period before 11 May 2026.
2.4 Summary of material accounting policies
a. Foreign currencies
The Condensed Consolidated Interim Financial Statements have been prepared and presented in GBP, which is the Company’s presentation currency. Items included in the Condensed Consolidated Interim Financial Statements of each group entity are measured using the currency of the primary economic environment in which the entity operates, being GBP, SGD and MYR.
Transactions in foreign currencies are initially recorded by the Group’s entities at their respective functional currency spot rates at the date the transaction first qualifies for recognition. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date. Differences arising on settlement or translation of monetary items are recognised in profit or loss, with the exception of monetary items designated as part of a hedge of the Group’s net investment in a foreign operation, which are recognised in other comprehensive income until the net investment is disposed of.
Non-monetary items measured at historical cost in a foreign currency are translated using the exchange rates at the dates of the transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined.
b. Current versus non-current classification
The Group presents assets and liabilities in the statement of financial position based on a current/non-current classification. An asset is classified as current when it is expected to be realised or intended to be sold or consumed in the normal operating cycle, held primarily for the purpose of trading, expected to be realised within twelve months after the reporting period, or is cash or a cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period. All other assets are classified as non-current.
A liability is classified as current when it is expected to be settled in the normal operating cycle, held primarily for the purpose of trading, due to be settled within twelve months after the reporting period, or when the Group does not have the right at the end of the reporting period to defer settlement of the liability for at least twelve months after the reporting period. All other liabilities are classified as non-current. Deferred tax assets and liabilities are classified as non-current assets and liabilities.
c. Revenue recognition
Revenue is recognised upon transfer of control of promised products or services to customers in an amount that reflects the consideration to which the Group expects to be entitled in exchange for those products or services. To recognise revenue the Group applies the following five step approach: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognise revenue when a performance obligation is satisfied. Revenue is measured based on the transaction price, adjusted for volume discounts, service level credits, performance bonuses, price concessions and incentives, if any, as specified in the contract with the customer.
At contract inception the Group assesses its promise to transfer products or services to a customer in order to identify separate performance obligations. Revenue from contracts on a time and materials basis is recognised as the related services are performed. Revenue in excess of billing is classified as a contract asset (unbilled revenue) while billing in excess of revenue is classified as a contract liability (deferred revenue).
Interest income is recognised on a time proportion basis as and when accrued, using the effective interest rate method. Where the Group enters into arrangements with third party suppliers to resell products or services, it evaluates whether it acts as principal (reporting revenue gross) or as agent (reporting revenue net) by reference to whether it controls the good or service before it is transferred to the customer.
d. Income taxes
Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from, or paid to, the taxation authorities. The tax rates and tax laws used are those that are enacted or substantively enacted by the reporting date in the countries where the Group operates and generates taxable income. Current income tax relating to items recognised directly in equity is recognised in equity and not in the income statement.
Deferred tax is provided using the liability method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax liabilities are recognised for all taxable temporary differences, except where the liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither accounting profit nor taxable profit. Deferred tax assets are recognised for all deductible temporary differences and the carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which they can be utilised.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date. Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss.
e. Property, plant and equipment
Property, plant and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Cost includes the purchase price of the asset and all necessary expenditure to prepare the asset for its intended use. Repair and maintenance costs are recognised in profit or loss as incurred; significant improvements are capitalised where they increase the life, capacity or efficiency of the asset.
Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets: office equipment 10 years, computer equipment 5 years, leasehold buildings 10 years, furniture 10 years and motor vehicles 5 years. The residual values, useful lives and methods of depreciation are reviewed at each financial year end and adjusted prospectively, if appropriate.
f. Leases
The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets, recognising lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets. Right-of-use assets are measured at cost less accumulated depreciation and impairment losses, adjusted for any remeasurement of lease liabilities, and are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets.
Lease liabilities are measured at the present value of the lease payments to be made over the lease term, discounted using the Group’s incremental borrowing rate at the lease commencement date. After the commencement date the carrying amount of lease liabilities is increased to reflect the accretion of interest, reduced for lease payments made, and remeasured on any modification, change in lease term or change in the lease payments.
g. Intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. Intangible assets acquired in a business combination are recognised at fair value at the acquisition date. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses.
Goodwill arising on a business combination is recognised as an asset at the date control is acquired, is not amortised, and is tested for impairment annually and whenever there is an indication of impairment. Intangible assets with finite lives are amortised over their useful economic lives and assessed for impairment whenever there is an indication that the asset may be impaired. Amortisation is calculated on a straight-line basis over the estimated useful lives of the assets: intellectual property rights 5 years and other intangible assets 10 years. Trademarks are considered to have an indefinite life and are not amortised, but are reviewed for impairment annually or more frequently if events or circumstances indicate this is necessary. Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset.
h. Financial instruments
Financial assets are recognised initially at fair value plus transaction costs, except for financial assets recorded at fair value through profit or loss. Purchases or sales of financial assets that require delivery within a time frame established by regulation or convention in the marketplace are recognised on the trade date. The Group’s financial assets comprise cash and short-term deposits, investments and trade and other receivables. Receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and, after initial measurement, are measured at amortised cost using the effective interest rate method, less impairment.
For equity instruments, on initial recognition an irrevocable election may be made on an instrument-by-instrument basis to designate the instrument as at fair value through other comprehensive income instead of fair value through profit or loss.
A financial asset is derecognised when the rights to receive cash flows from the asset have expired, or when the Group has transferred its rights to receive cash flows and either has transferred substantially all the risks and rewards of the asset or has neither transferred nor retained substantially all the risks and rewards but has transferred control of the asset.
Financial liabilities are recognised initially at fair value and, in the case of loans and borrowings, net of directly attributable transaction costs. The Group’s financial liabilities include trade and other payables and borrowings. A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires. Financial assets and financial liabilities are offset and the net amount reported in the statement of financial position only where there is a currently enforceable legal right to offset and an intention to settle on a net basis.
i. Impairment of assets
At each reporting date the Group assesses whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing is required, the Group estimates the asset’s recoverable amount, being the higher of fair value less costs of disposal and value in use. Where the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset is written down to its recoverable amount and an impairment loss is recognised in profit or loss. For assets other than goodwill, an assessment is made at each reporting date as to whether previously recognised impairment losses no longer exist or have decreased.
The Group recognises loss allowances using the expected credit loss (“ECL”) model for financial assets which are not measured at fair value through profit or loss. The loss allowance for trade receivables with no significant financing component is measured at an amount equal to lifetime ECL. The ECL impairment loss allowance, or reversal, recognised during the period is recognised as income or expense in profit or loss and is presented within other expenses.
j. Provisions, contingent liabilities and contingent assets
A provision is recognised when the Group has a present obligation, legal or constructive, as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. Where the effect of the time value of money is material, provisions are discounted using a current pre-tax rate.
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group, or a present obligation that is not recognised because an outflow of resources is not probable or the amount cannot be measured reliably. The Group does not recognise a contingent liability but discloses its existence in the financial statements.
k. Earnings per share
Basic earnings per share is calculated by dividing the loss/profit after tax attributable to the owners of the Parent company, by the weighted average number of ordinary shares in issue during the year. Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all potential dilutive ordinary shares.
The calculation of earnings per share is based on the following earnings and number of ordinary shares. In calculating the weighted average number of ordinary shares outstanding (the denominator of the earnings per share calculation) during the period in which the reverse acquisition occurs:
• The number of ordinary shares outstanding from the beginning of that period to the acquisition date shall be computed, on the basis of the weighted average number of ordinary shares of the legal acquiree (accounting acquirer) outstanding during the period multiplied by the exchange ratio established in the share purchase agreement; and
• The number of ordinary shares outstanding from the acquisition date to the end of that period shall be the actual number of ordinary shares of the legal acquirer (the accounting acquiree) outstanding during that period.
The basic earnings per share for each comparative period before the acquisition date presented in the consolidated financial statements following a reverse acquisition shall be calculated by dividing:
• the profit or loss of the legal acquiree attributable to ordinary shareholders in each of those periods by
• the legal acquiree’s historical weighted average number of ordinary shares outstanding multiplied by the exchange ratio established in the acquisition agreement.
The weighted average number of ordinary shares for the purpose of calculating the basic and diluted measures is the same.
l. Cash and cash equivalents
Cash and short-term deposits in the statement of financial position comprise cash at bank and short-term deposits with a maturity of three months or less. For the purpose of the statement of cash flows, cash and cash equivalents consist of cash, wallet balances and short-term deposits as defined above.
m. Inventories
Inventories are valued at the lower of cost and net realisable value. Cost comprises direct costs and, where appropriate, a proportion of attributable overheads. Net realisable value is the estimated selling price less the estimated costs necessary to make the sale. The Group uses the first-in, first-out method for the valuation of inventories held for trade.
n. Share capital
Share capital represents the nominal value of the Company’s shares in issue, where applicable. Any excess of the fair value of the consideration received over the nominal value of the shares issued is recognised as securities premium within shareholders’ equity. Incremental external costs directly attributable to the issue of new shares are shown as a deduction from the proceeds in equity, net of tax.
o. Borrowings
Loans from related parties are unsecured and are not repayable within twelve months of the reporting date. They include a term loan from Audra Pte. Ltd., a company controlled by a director of the Company, entered into on 20 April 2026, and amounts owed to directors and to Dotlines Holdings Limited. Related party balances are set out in note 24.
2.5 Judgements and estimates
The preparation of the Condensed Consolidated Interim Financial Statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, the accompanying disclosures and the disclosure of contingent liabilities at the end of the reporting period. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the assets or liabilities affected in future periods. The most significant judgements and estimates in the period are set out below.
Identification of the accounting acquirer
The Directors have concluded that Dotlines Guernsey is the accounting acquirer and the Company the accounting acquiree, on the basis that the former shareholders of Dotlines Guernsey hold the substantial majority of the ordinary shares of the enlarged group and its executive management became the management of the enlarged group (note 3(a)).
Measurement of the deemed consideration and the reverse acquisition expenses
The deemed consideration of £2,136,982 has been measured by reference to the interest in the enlarged group attributable to the former shareholders of the Company, valued at the 9.5 pence issue price at which the enlarged share capital was admitted to trading, excluding the shares issued on conversion of the convertible loan note. The difference between the deemed consideration of £2,136,982 and the fair value of the net assets of the Company as at 10 May 2026 of £(689,873) resulted in total reverse acquisition expenses of £2,826,855, being expensed to the income statement. The Company’s shares were suspended from trading before the Initial Transaction (note 3(a)).
Control of Audra before the acquisition
Mahbubul Matin ceased to be a person with significant control of Audra on 16 December 2025. The Directors have accordingly concluded that the acquisition of Audra was not a transaction between entities under common control and falls within the scope of IFRS 3 (note 3(b)).
Allocation of the excess arising on the acquisition of Audra
In the absence of a formal purchase price allocation, the excess of the consideration over the net assets acquired has been allocated to the Catena and Audra platform intangibles, supported by the Directors’ discounted cash flow assessment, with a corresponding deferred tax liability and no goodwill recognised. The amounts are provisional (note 3(b)).
Recoverability of intangible assets and receivables
The Directors have considered whether there are indicators of impairment in respect of the intangible assets recognised and the recoverability of trade and other receivables.
2.6 Going concern
Basis of the assessment
In assessing whether it is appropriate to prepare these Condensed Consolidated Interim Financial Statements on the going concern basis, the directors have reviewed the Group's financial position at 30 June 2026, its trading performance, the funding secured since the period end and cash flow forecasts covering the period to December 2027, being at least twelve months from the date of approval of these Condensed Consolidated Interim Financial Statements.
Financial position at 30 June 2026
The Group held cash and cash equivalents of £59,840 at 30 June 2026 (31 December 2025: £49,782) and had net current liabilities of £854,414, current liabilities of £7,422,141 including trade and other payables of £6,361,522, and net assets of £10,863,393. A significant part of the trade and other payables represents professional and other costs of the Initial Transaction and of admission which fell due in the period and which the Group is settling in the ordinary course. Borrowings from related parties of £1,890,276 are not repayable within twelve months of the reporting date.
Trading performance and cash generation
The Group generated revenue of £9,214,586 in the period and cash from operations of £342,011. The reported loss before tax of £3,053,640 includes non-cash charges of £3,077,824 arising from the Initial Transaction, being the non-cash reverse acquisition expenses of £2,826,855, the share warrants charge of £43,916 and amortisation of £207,053 on the intangible assets recognised on the acquisition of Audra. Before the transaction and admission related items the Group recorded an underlying profit before tax of £550,854 (six month period ended 30 June 2025: £713,095), and the Directors expect the trading operations to remain profitable on that basis.
Funding secured since the period end
Since the period end the Group has secured and drawn in full £1,566,845 of additional funding, comprising the MYR 7 million facility of £1,272,727 from OSK Ventures ET Fund I Ltd, repayable over 24 months from initial drawdown with the first repayment falling due in the seventh month, and the USD 400,000 facility of £294,118 from Efficient Capital Labs, Inc. bearing interest at 12 per cent per annum. Both facilities are described in note 25. The proceeds are being applied to the Group's working capital requirements, including the bulk purchasing of airtime which supports the margin on the top-up business.
Return to positive cash generation
The Group's cash position at 30 June 2026 reflects the cost of the Initial Transaction and of admission rather than the performance of the trading businesses. Costs directly attributable to the issue of new shares of £423,806 and further legal and professional costs of £526,670 were incurred in the period. Those costs are not expected to recur.
The trading operations were profitable during the period, generating an underlying profit before tax of £550,854. The Board expects the Group to return to positive net cash generation once the contracts and partnerships announced since the period end begin to contribute. In the meantime the Group's working capital requirement is being met from the £1,566,845 of facilities drawn since the period end, from the cash generated by the trading operations and, if required, from the continued support of the wider Dotlines group.
Key assumptions and sensitivities
The forecasts assume that the Group's established revenue streams continue at broadly current levels, that the contracts and partnerships announced since the period end contribute revenue in line with the Board's expectations, that the costs of the Initial Transaction and of admission are not repeated, and that the Group continues to collect its receivables and to manage its supplier payments in the ordinary course. The Directors have considered downside scenarios in which revenue from the new contracts is delayed, in which receipts from customers are slower than forecast, and in which the margin on the top-up business does not recover to the level assumed.
Mitigating actions available to the Board
In such scenarios the Board would be able to reduce discretionary and capitalised expenditure, to phase the integration of Audra over a longer period, to defer settlement of amounts owed to related parties, and to seek further funding from within the wider Dotlines group or from third parties, as it has done since the period end.
Reliance on group and related party support
The Group's liquidity depends in part on the continued support of the wider Dotlines group and of other related parties, whose balances are set out in notes 22 and 24. The Directors have obtained confirmation that those parties do not intend to demand repayment of amounts owed to them in a manner that would adversely affect the Group's ability to meet its liabilities as they fall due for a period of at least twelve months from the date of approval of these Condensed Consolidated Interim Financial Statements.
Conclusion
Having regard to the matters set out above, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future, being a period of at least twelve months from the date of approval of these Condensed Consolidated Interim Financial Statements. Accordingly they continue to adopt the going concern basis in preparing them.
3. Reverse acquisition and business combination
On 11 May 2026 the Company acquired the entire issued share capital of Dotlines (Guernsey) Limited, the holding company of Dotlines International Limited and its subsidiaries (“Dotlines Guernsey”), and the entire issued share capital of Audra Solutions Limited (“Audra”), in each case in consideration for the issue of new ordinary shares of the Company. The two acquisitions are accounted for differently and are therefore presented separately below.
3(a) Reverse acquisition of Dotlines Guernsey
Although the transaction resulted in Dotlines Guernsey becoming a subsidiary of the Company, it constitutes a reverse acquisition, as the previous shareholders of Dotlines Guernsey own a substantial majority of the ordinary shares of the Company and the executive management of Dotlines Guernsey became the executive management of the Company. In substance the shareholders of Dotlines Guernsey acquired a controlling interest in the Company, and the Initial Transaction has therefore been accounted for as a reverse acquisition.
As the Company’s activities prior to the acquisition were purely the maintenance of its AIM admission, managing cash payments to suppliers towards completion of the reverse acquisition and satisfying filing obligations, it did not meet the definition of a business in accordance with IFRS 3. Accordingly the reverse acquisition does not constitute a business combination and has been accounted for in accordance with IFRS 2 “Share-based Payment” and the associated IFRIC guidance.
Although the reverse acquisition is not a business combination, the Company has become a legal parent and is required to apply IFRS 10 and prepare consolidated financial statements. The Directors have prepared these Condensed Consolidated Interim Financial Statements using the reverse acquisition methodology but, rather than recognising goodwill, the difference between the equity value given up by the shareholders of Dotlines Guernsey and their share of the fair value of the net assets gained is charged to the statement of comprehensive income as reverse acquisition expenses.
In accordance with reverse acquisition accounting principles, these Condensed Consolidated Interim Financial Statements represent a continuation of the consolidated financial statements of Dotlines Guernsey and include the assets, liabilities and results of Dotlines Guernsey at their pre-acquisition carrying amounts for the periods presented, and the assets, liabilities and results of the Company from 11 May 2026.
On 11 May 2026 the Company issued 585,342,816 ordinary shares to acquire the entire share capital of Dotlines Guernsey and of Audra at a share price of 9.5 pence per share. The fair value of the ordinary shares deemed to have been issued by the Company was calculated at £2,136,982, based on an assessment of the purchase consideration for a 100 per cent holding of the Company at that date. The calculation excludes the 1,894,737 ordinary shares issued on conversion of the convertible loan note, which were issued to a shareholder of Dotlines Guernsey in settlement of a liability that is separately deducted in arriving at the net liabilities assumed.
Fair value of the net assets of the Company at acquisition
|
|
At 11 May 2026 |
|
|
£ |
Creditors |
|
(513,198) |
Cash at bank |
|
3,324 |
Short-term loan payable |
|
(180,000) |
Net liabilities |
|
(689,874) |
The difference between the deemed cost of £2,136,982 and the fair value of the net liabilities assumed of £689,874 resulted in £2,826,856 being expensed to the statement of comprehensive income, with a corresponding credit to the reverse acquisition reserve, in accordance with IFRS 2, reflecting the economic cost to the shareholders of Dotlines Guernsey of forming a quoted entity.
Reverse acquisition reserve
Net liabilities of the Company at acquisition |
|
(689,874) |
Investment in Dotlines Guernsey |
|
(46,787,904) |
Reverse acquisition expenses |
|
2,826,856 |
Recapitalisation of the share capital of the Company at acquisition |
|
(109,229) |
Recapitalisation of the share premium of the Company at acquisition |
|
(2,192,058) |
Ordinary share capital of Dotlines Guernsey |
|
80,000 |
Reverse acquisition reserve (note 20) |
|
(46,872,209) |
From the date of acquisition the Company contributed no revenue from external customers and a loss of £545,794 to the consolidated loss before tax. Had the Initial Transaction been effected on 1 January 2026, the revenue of the Group would have been unchanged and the loss before tax would have been higher by £366,550.
3(b) Acquisition of Audra Solutions Limited
On 11 May 2026 the Company completed the acquisition of the entire issued share capital of Audra for a consideration of £8,892,096, satisfied by the issue of 93,479,248 ordinary shares at 9.5 pence per share. The acquisition has been accounted for using the acquisition method under IFRS 3. Mahbubul Matin ceased to be a person with significant control of Audra on 16 December 2025, before the date of the acquisition, and the Directors have accordingly concluded that the acquisition is not a transaction between entities under common control.
|
|
At 11 May 2026 |
|
|
£ |
Total purchase consideration (A) |
|
8,892,096 |
Identifiable assets acquired: |
|
|
Property, plant and equipment |
|
9,975 |
Current assets, excluding cash and cash equivalents |
|
624,017 |
Cash and cash equivalents |
|
39,278 |
Software |
|
17,323,394 |
Total identifiable assets (B) |
|
17,996,664 |
Liabilities assumed: |
|
|
Current liabilities |
|
1,415,690 |
Short-term borrowings |
|
3,984,261 |
Deferred tax liabilities |
|
3,704,617 |
Total liabilities assumed (C) |
|
9,104,568 |
Net identifiable assets (D = B − C) |
|
8,892,096 |
Goodwill (A − D) |
|
- |
The Company has not undertaken a formal purchase price allocation during the six month period ended 30 June 2026. That exercise will be carried out during the preparation of the annual accounts for the year ending 31 December 2026. Since the acquisition of Audra was made principally for the intangible assets held by it, namely the Catena and Audra platforms, the difference between the net assets of Audra and the purchase consideration has been allocated to intangible assets, supported by the Directors’ discounted cash flow assessment of those assets. These amounts are provisional and are subject to revision at the time of the purchase price allocation.
From the date of acquisition Audra contributed revenue of £11,507 from external customers and a loss of £87,460 to the consolidated loss before tax. Had the acquisition been effected on 1 January 2026, the revenue of the Group would have been higher by £150,819 and the loss before tax higher by £670,366.
4. Property, plant and equipment
|
|
As at |
As at |
|
|
30 June 2026 |
31 December 2025 |
|
|
(Unaudited) |
(Audited) |
|
|
£ |
£ |
Computer equipment |
|
25,645 |
24,790 |
Office equipment |
|
6,995 |
4,918 |
Motor vehicles and other equipment |
|
- |
1 |
Furniture and fixtures |
|
1,129 |
1,119 |
Leasehold improvements |
|
5,024 |
4,982 |
Property, plant and equipment, net |
|
38,793 |
35,809 |
5. Intangible assets
|
|
As at |
As at |
|
|
30 June 2026 |
31 December 2025 |
|
|
(Unaudited) |
(Audited) |
|
|
£ |
£ |
Computer software |
|
2,522,571 |
1,528 |
Intellectual property |
|
88,406 |
122,929 |
Other intangible assets recognised on the acquisition of Audra (note 3(b)) |
|
14,611,415 |
- |
Intangible assets, net |
|
17,222,392 |
124,457 |
Other intangible assets represent the amount allocated to the Catena and Audra platform intangibles on the acquisition of Audra on 11 May 2026, stated net of amortisation of £207,053 charged from the date of acquisition over an estimated useful economic life of ten years. The amounts are provisional pending completion of the purchase price allocation, as explained in note 3(b). No goodwill has been recognised.
6. Inventories
|
|
As at |
As at |
|
|
30 June 2026 |
31 December 2025 |
|
|
(Unaudited) |
(Audited) |
|
|
£ |
£ |
Inventories held for trade |
|
158,061 |
- |
Less: allowance for impairment |
|
- |
- |
Total inventories |
|
158,061 |
- |
7. Trade and other receivables
|
|
As at |
As at |
|
|
30 June 2026 |
31 December 2025 |
|
|
(Unaudited) |
(Audited) |
|
|
£ |
£ |
Accounts receivable |
|
4,368,541 |
2,877,551 |
Less: allowance for expected credit losses |
|
- |
- |
Total trade and other receivables |
|
4,368,541 |
2,877,551 |
8. Cash and cash equivalents
|
|
As at |
As at |
|
|
30 June 2026 |
31 December 2025 |
|
|
(Unaudited) |
(Audited) |
|
|
£ |
£ |
Balances in current accounts |
|
59,840 |
49,782 |
Total cash and cash equivalents |
|
59,840 |
49,782 |
9. Other assets
|
|
As at |
As at |
|
|
30 June 2026 |
31 December 2025 |
|
|
(Unaudited) |
(Audited) |
|
|
£ |
£ |
Advances to employees |
|
1,465 |
56,324 |
Advances to suppliers |
|
99,326 |
1,754,684 |
Income tax receivable |
|
- |
- |
Other receivables |
|
1,797,067 |
2,517,587 |
Prepaid expenses |
|
50,076 |
- |
Other assets |
|
- |
- |
Security deposits |
|
33,351 |
33,730 |
Total |
|
1,981,285 |
4,362,325 |
10. Deferred tax liabilities
|
|
As at |
As at |
|
|
30 June 2026 |
31 December 2025 |
|
|
(Unaudited) |
(Audited) |
|
|
£ |
£ |
Deferred tax liability on the intangible assets recognised on acquisition (note 3(b)) |
|
3,652,506 |
- |
Other deferred tax liabilities |
|
596 |
591 |
Total deferred tax liabilities |
|
3,653,102 |
591 |
The deferred tax liability arises on the intangible assets recognised on the acquisition of Audra and unwinds over the useful economic life of those assets; the credit for the period is set out in note 18. No deferred tax has been recognised on goodwill, and no goodwill arose on the acquisition.
11. Revenue from operations
|
|
Six months ended |
Six months ended |
|
|
30 June 2026 |
30 June 2025 |
|
|
(Unaudited) |
(Unaudited) |
|
|
£ |
£ |
Sale of services |
|
9,214,586 |
10,195,714 |
Total revenue from operations |
|
9,214,586 |
10,195,714 |
12. Other income
|
|
Six months ended |
Six months ended |
|
|
30 June 2026 |
30 June 2025 |
|
|
(Unaudited) |
(Unaudited) |
|
|
£ |
£ |
Interest income on fixed deposits with banks |
|
- |
50,305 |
Other interest income |
|
5,333 |
- |
Foreign currency exchange gain (net) |
|
7,457 |
- |
Total other income |
|
12,790 |
50,305 |
13. Cost of sales
|
|
Six months ended |
Six months ended |
|
|
30 June 2026 |
30 June 2025 |
|
|
(Unaudited) |
(Unaudited) |
|
|
£ |
£ |
Cost of sales |
|
7,998,654 |
8,715,931 |
Total cost of sales |
|
7,998,654 |
8,715,931 |
14. Employee benefit expenses
|
|
Six months ended |
Six months ended |
|
|
30 June 2026 |
30 June 2025 |
|
|
(Unaudited) |
(Unaudited) |
|
|
£ |
£ |
Salaries and incentives |
|
249,535 |
545,592 |
Contributions to provident and other funds |
|
6,934 |
2,596 |
Staff welfare expenses |
|
3,651 |
10,878 |
Total employee benefit expenses |
|
260,120 |
559,066 |
15. Finance costs
|
|
Six months ended |
Six months ended |
|
|
30 June 2026 |
30 June 2025 |
|
|
(Unaudited) |
(Unaudited) |
|
|
£ |
£ |
Interest on borrowings |
|
11,721 |
28,369 |
Interest on lease liabilities |
|
- |
556 |
Bank charges |
|
5,007 |
7,330 |
Total finance costs |
|
16,728 |
36,255 |
16. Depreciation and amortisation expenses
|
|
Six months ended |
Six months ended |
|
|
30 June 2026 |
30 June 2025 |
|
|
(Unaudited) |
(Unaudited) |
|
|
£ |
£ |
Depreciation and amortisation – owned assets |
|
69,496 |
50,226 |
Amortisation of intangible assets recognised on acquisition (note 3(b)) |
|
207,053 |
- |
Total depreciation and amortisation |
|
276,549 |
50,226 |
Amortisation of the intangible assets recognised on the acquisition of Audra is charged on a straight-line basis over an estimated useful economic life of ten years from the date of acquisition, consistent with the lives applied to the intangible assets in the books of Audra.
17. Other expenses
|
|
Six months ended |
Six months ended |
|
|
30 June 2026 |
30 June 2025 |
|
|
(Unaudited) |
(Unaudited) |
|
|
£ |
£ |
Legal and professional expenses |
|
653,006 |
75,363 |
Share warrants expense |
|
43,916 |
- |
Administrative expenses |
|
154,743 |
12,821 |
Travelling, lodging and boarding expenses |
|
18,987 |
7,834 |
Rent |
|
12,990 |
27,170 |
Insurance |
|
10,317 |
421 |
Membership and subscriptions |
|
3,918 |
24,071 |
Technology costs |
|
2,184 |
6,437 |
Repairs and maintenance |
|
813 |
2,831 |
Electricity charges |
|
794 |
749 |
Miscellaneous expenses |
|
433 |
763 |
Rates and taxes |
|
9 |
12,986 |
Total other expenses |
|
902,110 |
171,446 |
Legal and professional expenses include the costs of the Initial Transaction and of admission that are not directly attributable to the issue of new shares. Costs of £423,806 directly attributable to the issue of new ordinary shares have been deducted from securities premium (note 20). The reverse acquisition expenses of £2,826,855 are presented separately in the statement of comprehensive income (note 3(a)).
18. Taxation
|
|
Six months ended |
Six months ended |
|
|
30 June 2026 |
30 June 2025 |
|
|
(Unaudited) |
(Unaudited) |
|
|
£ |
£ |
Current income tax expense |
|
151,990 |
171,988 |
Deferred tax credit (note 10) |
|
(52,111) |
- |
Total tax charge for the period |
|
99,879 |
171,988 |
The current tax charge arises in the Group’s operating subsidiaries. No deferred tax asset has been recognised in respect of tax losses carried forward, as there is insufficient certainty over the timing of future taxable profits against which the losses will be utilised.
19. (Loss)/earnings per share
|
|
Six months ended |
Six months ended |
|
|
30 June 2026 |
30 June 2025 |
|
|
(Unaudited) |
(Unaudited) |
|
|
£ |
£ |
(Loss)/profit for the period attributable to owners of the Company (£) |
|
(3,153,519) |
541,107 |
Weighted average number of ordinary shares |
|
258,782,100 |
491,863,568 |
Basic and diluted (loss)/earnings per share (£) |
|
(0.0122) |
0.0011 |
In accordance with IFRS 3, the weighted average number of ordinary shares for the period from the beginning of the period to the date of the Initial Transaction is the number of shares deemed to have been issued by the accounting acquirer to the owners of the legal parent, and from that date is the actual number of shares in issue. The Company’s warrants in issue are anti-dilutive, and accordingly basic and diluted amounts per share are the same.
20. Share capital and reserves
The ordinary shares of the Company are of no par value. No amount is therefore presented as share capital, and the whole of the consideration received on the issue of shares, net of directly attributable issue costs, is credited to securities premium.
Ordinary shares in issue moved as follows during the period:
|
|
|
Securities |
|
|
Number of |
premium |
|
|
shares |
£ |
In issue at 1 January 2026 (Ikigai Ventures Limited) |
|
20,680,000 |
2,192,058 |
Issued on 11 May 2026 as consideration for Dotlines Guernsey |
|
491,863,568 |
46,787,904 |
Issued on 11 May 2026 as consideration for Audra |
|
93,479,248 |
8,892,096 |
Issued on conversion of the convertible loan note |
|
1,894,737 |
180,000 |
Issued in settlement of directors’ fees |
|
175,438 |
16,667 |
Incentive shares issued, transferred from the share-based payment reserve |
|
1,240,800 |
117,877 |
Costs directly attributable to the issue of shares |
|
- |
(423,806) |
In issue at 30 June 2026 |
|
609,333,791 |
57,762,795 |
The shares were issued at 9.5 pence per share, being the price at which the enlarged share capital of the Company was admitted to trading on 11 May 2026. A further 398,309 ordinary shares are issuable six months after admission in settlement of amounts due to a former director, as set out in note 28, and 835,884 ordinary shares were issued after the reporting date as described in note 25, taking the shares in issue to 610,169,675.
Nature of reserves
Securities premium: Amounts subscribed for shares of no par value, net of directly attributable issue costs.
Group reorganisation reserve: Arises from historical capital contributions made directly into Dotlines Guernsey prior to the reverse takeover.
Reverse acquisition reserve: Represents the net effect of the adjustments required to align the legal equity structure of the enlarged group with the continuation of the financial statements of Dotlines Guernsey. It is a permanent component of equity and is not distributable. The build-up is set out in note 3(a).
Share warrants reserve: The fair value of warrants in issue, recognised in equity with a corresponding charge to profit or loss (note 28).
Foreign currency translation reserve: Exchange differences arising on the translation of the results and net assets of foreign operations into GBP.
21. Trade and other payables
|
|
As at |
As at |
|
|
30 June 2026 |
31 December 2025 |
|
|
(Unaudited) |
(Audited) |
|
|
£ |
£ |
Accounts payable |
|
6,247,757 |
3,116,982 |
Accrued expenses |
|
37,885 |
- |
Amounts due to employees |
|
75,880 |
- |
Total trade and other payables |
|
6,361,522 |
3,116,982 |
Borrowings
Long-term borrowings
|
|
As at |
As at |
|
|
30 June 2026 |
31 December 2025 |
|
|
(Unaudited) |
(Audited) |
|
|
£ |
£ |
Loans from related parties |
|
1,890,276 |
- |
Total long-term borrowings |
|
1,890,276 |
- |
Short-term borrowings
Loans from others |
|
121,895 |
126,727 |
Total short-term borrowings |
|
121,895 |
126,727 |
Loans from related parties are unsecured and are not repayable within twelve months of the reporting date. They include a term loan from Audra Pte. Ltd., a company controlled by a director of the Company, entered into on 20 April 2026, and amounts owed to directors and to Dotlines Holdings Limited. Related party balances are set out in note 24.
23. Other financial liabilities, provisions and other current liabilities
|
|
As at |
As at |
|
|
30 June 2026 |
31 December 2025 |
|
|
(Unaudited) |
(Audited) |
|
|
£ |
£ |
Statutory liabilities |
|
456,471 |
- |
Provision for income tax |
|
481,767 |
348,984 |
Dividend payable |
|
- |
1,263,930 |
Amounts due to related parties |
|
- |
- |
Other payables |
|
486 |
53,851 |
Total |
|
938,724 |
1,666,765 |
On 20 April 2026 the dividend payable to Mahbubul Matin was settled by a deed of assignment, under which receivables were assigned to him in consideration for set-off against the dividend, and the balance remaining was waived. The amount waived of £621,942 has been credited directly to equity.
24. Related party transactions
Balances and transactions between the Company and its subsidiaries, and between subsidiaries, are eliminated on consolidation and are not disclosed in this note. Transactions and balances with other related parties are set out below.
Borrowings from related parties
At 30 June 2026 the Group had borrowings from related parties of £1,890,276 (31 December 2025: nil), included within long-term borrowings in note 22. They comprise loans from directors of subsidiary undertakings, from Dotlines Holdings Limited and a term loan from Audra Pte. Ltd., a company controlled by a director of the Company. The balances are unsecured and are not repayable within twelve months of the reporting date.
Costs settled on behalf of the Company
In the period before and around the Initial Transaction, costs incurred by the Company in connection with the acquisitions and the admission to AIM were settled on its behalf by Audra and by other companies within the wider Dotlines group. Amounts settled by entities that form part of the Group at the reporting date are eliminated on consolidation; amounts owed to entities outside the Group are included within trade and other payables.
Convertible loan note
A convertible loan note of £180,000, funded by a related party, was converted into ordinary shares of the Company on 11 May 2026 as part of the Initial Transaction (note 3).
Directors’ remuneration
Fees of £39,123 were accrued in respect of the directors of the Company for the period from 11 May 2026, the date of the Initial Transaction, to 30 June 2026. Directors' fees and expenses of £54,506 accrued to 11 May 2026 were settled by the issue of 573,747 ordinary shares, of which 398,309 shares, valued at £37,839, remain to be issued six months after admission and are included within trade and other payables (note 28).
Guarantees given after the reporting period
On 28 August 2026 Mahbubul Matin and Mohammad Monsurul Hoq Sazzad gave personal guarantees in respect of the loan facility entered into by Dotlines Sdn Bhd described in note 25. Those guarantees constitute related party transactions under rule 13 of the AIM Rules for Companies.
25. Events after the reporting period
New debt facility, related party guarantees and issue of equity
On 28 August 2026 the Company announced that Dotlines Sdn Bhd, its Malaysian subsidiary, had agreed a MYR 7 million loan facility (£1,272,727) with OSK Ventures ET Fund I Ltd (“OSKVI”), which was drawn down in full. Interest is payable at 16 per cent per annum, monthly in arrears, together with an arrangement fee. The facility has a minimum term of 12 months and is repayable over 24 months from initial drawdown, with the first repayment falling due in the seventh month. The facility is governed by Malaysian law and includes customary security, guarantee, event of default and change of control provisions. The Company, Mahbubul Matin and Mohammad Monsurul Hoq Sazzad have guaranteed the obligations of Dotlines Sdn Bhd; the personal guarantees constitute related party transactions under rule 13 of the AIM Rules for Companies (note 24).
As consideration for the facility, OSKVI is entitled to new ordinary shares equal to 7 per cent of the amount drawn. Accordingly 835,884 new ordinary shares of no par value were issued at 10.72 pence per share, being the volume weighted average price of the Company’s ordinary shares over the preceding 30 trading days, and were admitted to trading on AIM on 15 September 2026. Following admission the issued share capital of the Company comprises 610,169,675 ordinary shares.
The facility was entered into after the reporting date and the drawdown, the related interest and the shares issued are therefore not reflected in these interim financial statements.
Additional borrowings
On 10 July 2026 the Group entered into a facility of USD 400,000 (£294,118) with Efficient Capital Labs, Inc. (“ECap”), bearing interest at 12 per cent per annum. The facility has been drawn in full and was taken to provide additional working capital headroom for the Group. Amounts drawn after 30 June 2026 are not reflected in these Condensed Consolidated Interim Financial Statements.
Commercial agreements
On 17 August 2026 the Group announced a five-year contract with Olilo UK & Ireland Limited, an internet service provider, for the provision of the Group’s Catena platform. The contract comprises a set-up fee, a minimum monthly platform fee and a per subscriber rate, has an estimated minimum value of £1.1 million over its term, and is expected to launch in the fourth quarter of 2026. The Group also entered into an asset purchase agreement to acquire the broadband customer base of an internet service provider, transferring up to 227 customers to the Carnival Internet service, with consideration settled by set-off against platform invoices and a connection bonus receivable from the Group’s wholesale network provider expected to equate to approximately 70 per cent of the amount payable.
Within the digital content and services division the Group announced a partnership with Ria Money Transfer enabling cash-in and cash-out services for the Ria eWallet through Sohoj merchants in Malaysia, the launch of an airline ticketing service through the Touch ‘n Go e-wallet platform, and a reseller partnership with NTT DATA Payment Services Group targeting approximately 3,000 retail stores. No revenue arising from these arrangements is recognised in the period.
The two facilities entered into after the period end provide the Group with £1,566,845 of additional funding, both drawn in full.
Directors’ assessment
The Directors have assessed each of the matters set out above as non-adjusting events after the reporting period in accordance with IAS 10. Accordingly no adjustment has been made to the amounts recognised in these interim financial statements. There have been no other events between 30 June 2026 and the date of approval of these financial statements that require disclosure.
26. Segment information
The Group is managed as two principal revenue streams within the Dotlines Pte Ltd group, being Sohoj top-up and data packs, sold principally in Malaysia, and digital apps and games, sold principally through the Singapore operation. The United Kingdom operations, comprising the Catena and Carnival Internet products and Audra from 11 May 2026, are reported together as other operations.
27. Financial instruments and liquidity risk
All of the Group’s financial assets are held at amortised cost and comprise trade and other receivables of £4,368,541, other financial assets of £1,881,959 and cash and cash equivalents of £59,840 (31 December 2025: £2,877,551, £2,607,641 and £49,782 respectively). All of the Group’s financial liabilities are held at amortised cost and comprise trade and other payables of £6,361,522, borrowings of £2,012,171 and other financial liabilities, provisions and other current liabilities of £938,724 (31 December 2025: £3,116,982, £126,727 and £1,666,765 respectively). The carrying amounts of the current financial assets and liabilities are considered to approximate fair value given their short-term nature.
Liquidity risk. Financial liabilities of £7,422,141 fall due within twelve months of the reporting date and £1,890,276 of borrowings from related parties falls due thereafter. The Group held cash of £59,840 at that date and has net current liabilities, and therefore depends on cash generated by its trading operations, on continued funding from group and related parties and on the facilities entered into after the period end described in note 25. Credit risk arises principally on trade receivables and is managed by monitoring exposure to individual platform partners and wholesale customers. Currency risk arises on the translation of the Malaysian and Singapore operations, whose revenue and cost of sales are substantially denominated in the same currency, providing a natural hedge at the level of gross profit.
28. Warrants and future share transactions
Warrants over ordinary shares of the Company were in issue throughout the period following the Initial Transaction. A charge of £43,917 has been recognised in profit or loss for the period with a corresponding credit to the share warrants reserve (notes 17 and 20).
In addition, the Company has an obligation to issue 398,309 ordinary shares, valued at £37,839 at the issue price of 9.5 pence per share, in settlement of accrued remuneration due to a former director. The shares are issuable six months after the admission of the Company’s enlarged share capital to trading and the obligation is presented within trade and other payables (note 21).
29. Approval of the Condensed Consolidated Interim Financial Statements
These Condensed Consolidated Interim Financial Statements were approved by the Board of Directors and authorised for issue on 29 September 2026.
Appendix 1 – unaudited results of the Company
For the period from 1 January 2026 to 10 May 2026
The Initial Transaction completed on 11 May 2026 and, because it is a reverse acquisition, the results of the Company before that date are not included in the Condensed Consolidated Interim Financial Statements. The unaudited results of the Company for the period from 1 January 2026 to 10 May 2026, the day before completion, are set out below so that shareholders have a complete picture of the period since 31 December 2025.
This appendix is unaudited, does not form part of the Condensed Consolidated Interim Financial Statements and has not been subject to the independent review.
Income statement
|
|
1 January 2026 to |
|
|
10 May 2026 |
|
|
£ |
Revenue |
|
- |
Professional fees |
|
(461,304) |
Taxes and duties |
|
(26,790) |
Other operating expenses |
|
(13,290) |
Insurance |
|
(5,577) |
Net foreign exchange loss |
|
(115) |
Administrative expenses |
|
(507,076) |
Loss before and after taxation for the period |
|
(507,075) |
Statement of financial position
|
|
As at |
As at |
|
|
10 May 2026 |
31 December 2025 |
|
|
£ |
£ |
Prepayments |
|
- |
8,054 |
Cash and cash equivalents |
|
3,324 |
72,989 |
Total assets |
|
3,324 |
81,043 |
Trade and other payables |
|
(513,198) |
(263,842) |
Convertible loan note |
|
(180,000) |
- |
Total liabilities |
|
(693,198) |
(263,842) |
Net liabilities |
|
(689,874) |
(182,799) |
Share capital |
|
- |
- |
Share premium |
|
2,376,500 |
2,376,500 |
Share-based payment reserve |
|
109,229 |
109,229 |
Accumulated losses |
|
(3,175,603) |
(2,668,528) |
Total equity |
|
(689,874) |
(182,799) |
Statement of cash flows
|
|
1 January 2026 to |
|
|
10 May 2026 |
|
|
£ |
Loss for the period |
|
(507,075) |
Decrease in prepayments |
|
8,054 |
Increase in trade and other payables |
|
249,356 |
Net cash used in operating activities |
|
(249,665) |
Proceeds of the convertible loan note, funded directly by a related party |
|
180,000 |
Net cash from financing activities |
|
180,000 |
Net decrease in cash and cash equivalents |
|
(69,665) |
Cash and cash equivalents at 1 January 2026 |
|
72,989 |
Cash and cash equivalents at 10 May 2026 |
|
3,324 |
The convertible loan note of £180,000 was funded by a related party paying suppliers on the Company’s behalf and converted into 1,894,737 ordinary shares immediately before completion on 11 May 2026. It is therefore a non-cash transaction for the Company. The loan note and the accrued directors’ fees included in creditors above were settled by the issue of ordinary shares on completion. The net liabilities of £689,874 shown above are those used in the reverse acquisition accounting in note 3(a).
Appendix 2 – unaudited results of Audra Solutions Limited
For the period from 1 January 2026 to 10 May 2026
Audra Solutions Limited was acquired on 11 May 2026 and, because the Initial Transaction is a reverse acquisition, its results before that date are not included in the Condensed Consolidated Interim Financial Statements. Its unaudited results for the period from 1 January 2026 to 10 May 2026, the day before completion, are set out below so that shareholders have a complete picture of the period since 31 December 2025.
This appendix is unaudited, does not form part of the Condensed Consolidated Interim Financial Statements and has not been subject to the independent review. It has been prepared from the general ledger of Audra Solutions Limited for the period and from its trial balance at 10 May 2026, adjusted to the balances assumed in the accounting for the acquisition set out in note 3(b).
Income statement
|
|
1 January 2026 to |
|
|
10 May 2026 |
|
|
£ |
Revenue — Catena |
|
9,917 |
Revenue — Carnival Internet |
|
2,753 |
Revenue |
|
12,670 |
Cost of goods sold |
|
(8,743) |
Gross profit |
|
3,927 |
Other income |
|
13 |
Administrative expenses |
|
(282,110) |
Finance costs |
|
(16,239) |
Loss before and after taxation for the period |
|
(294,409) |
Statement of financial position
|
|
As at |
As at |
|
|
10 May |
31 December |
|
|
2026 |
2025 |
|
|
£ |
£ |
Property, plant and equipment |
|
9,975 |
11,328 |
Intangible assets |
|
2,504,926 |
2,469,390 |
Total non-current assets |
|
2,514,901 |
2,480,718 |
Inventories |
|
158,061 |
158,061 |
Trade and other receivables |
|
92,980 |
89,380 |
Prepayments |
|
44,281 |
44,281 |
Amounts owed by group and related undertakings |
|
406,804 |
256,204 |
Cash and cash equivalents |
|
39,278 |
18,443 |
Charge card balances |
|
11,516 |
2,605 |
Total current assets |
|
752,920 |
568,974 |
Total assets |
|
3,267,821 |
3,049,692 |
Trade and other payables |
|
(865,424) |
(821,407) |
Statutory liabilities |
|
(560,286) |
(503,640) |
Borrowings |
|
(20,100) |
(31,818) |
Amounts owed to group and related undertakings |
|
(4,127,271) |
(3,739,920) |
Adjustments on consolidation |
|
83,505 |
- |
Total liabilities |
|
(5,489,576) |
(5,096,785) |
Net liabilities |
|
(2,221,755) |
(2,047,093) |
Share capital |
|
10,000 |
10,000 |
Accumulated deficit |
|
(2,231,755) |
(2,057,093) |
Total equity |
|
(2,221,755) |
(2,047,093) |
Statement of cash flows
|
|
1 January 2026 to |
|
|
10 May 2026 |
|
|
£ |
Loss for the period |
|
(294,409) |
Depreciation and amortisation |
|
94,917 |
Non-cash credit on the elimination of intercompany balances |
|
(30,000) |
(Increase) in trade and other receivables |
|
(3,600) |
Increase in trade and other payables |
|
35,106 |
Increase in statutory liabilities |
|
56,646 |
Net cash used in operating activities |
|
(141,340) |
Capitalised development costs |
|
(129,100) |
Net cash used in investing activities |
|
(129,100) |
Loans from directors |
|
60,500 |
Loans from Dotlines Holdings Limited |
|
194,393 |
Loans from Dotlines Trading Pte Ltd |
|
79,700 |
Amounts advanced to Dotlines Global Limited |
|
(31,600) |
Repayment of borrowings |
|
(11,718) |
Net cash from financing activities |
|
291,275 |
Net increase in cash and cash equivalents |
|
20,835 |
Cash and cash equivalents at 1 January 2026 |
|
18,443 |
Cash and cash equivalents at 10 May 2026 |
|
39,278 |
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