2024 Interim Results
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27-Sep-2024 / 07:00 GMT/BST
Anemoi International Ltd
Anemoi International Ltd
(Reuters: AMOI.L, Bloomberg: AMOI:LN)
("Anemoi" or the "Company")
Interim Results for the period ended 30 June 2024
The Company is pleased to announce its results for the six months ended 30 June 2024. The unaudited interim results have been submitted to the FCA and will shortly be available on the Company’s website: www.anemoi-international.com
Chairman’s Statement
Unaudited interim results for the six months to 30 June 2024.
H1 2024 Revenues were disappointing and whilst we succeeded in cutting costs substantially, the Company still registered a loss for the period, albeit a substantially reduced loss compared to H1 2023.
As I have previously stated, I believe in the future of id4 but the Company is too small to sustain the costs of a public company. We have, therefore, explored a number of potential acquisitions, some in unrelated industries, in order to scale the business; upon closer inspection, none have yet fulfilled our acquisition criteria.
With regard to the future of id4, we are redoubling our efforts to increase revenues and are implementing an amended sales strategy to target intermediaries, such as resellers, consultants, system integrators and other service providers with broader and better client access, as well as continuing with our direct client sales efforts, which I am now directly supporting.
Current sales pipeline is positive, and we are working hard to close some pending contracts, which have the potential for a material positive impact on H2 2024/H1 2025 results.
Duncan Soukup
Chairman
Anemoi International Ltd
Financial Review
During the period under review Book Value per share decreased by 5.0% from 2.60p as at 31 December 2023 to £2.47p per share at 30 June 2024, driven by ongoing operating losses in ID4 AG, partially offset by investment returns of £26k on listed securities and a decision by the Chairman to waive all of his consultancy fees which had been accrued from 2021 through H1 2024.
The Group Operating Loss for the period was reduced by 92% from £(288)k in H1 2023 to £(22)k in 1H 2024.
The Group Loss Before Tax for the period was also reduced by 69% from £(352)k in 1H 2023 to £(108)k in H1 2024.
Total Income declined 11.2% from £82k in 1H 2023 to £72k in H1 2024. The decline in Software services’ income was partially offset by positive contribution from financial holdings and increased interest income.
Total Administrative Expenses declined 76% from £363k in 1H 2023 to £85k in H1 2024, due to the waiving of the Chairman’s consultancy fees in the current period (£0.2m impact) and, in the comparative period, £49k severance pay. £35k of other savings were identified in the current period vs the comparative period across other Administrative Expenses categories, including IT (accounting software savings), rent/office expenses and Insurance.
Development Costs capitalised to Intangible Assets were reduced from £106k in H1 2023 to £78k in H1 2024 helping to preserve cash, alongside stable Software Services Cost of Sales and stable Personnel costs (excluding impact of the consultancy fees waiver).
Duncan Soukup
Chairman
Anemoi International Ltd
Interim Condensed Consolidated Statement of Income
For the six months ended 30 June 2024
| 6 Months to | 6 Months to | Year Ended | ||
|---|---|---|---|---|
| Jun 2024 | Jun 2023 | Dec 2023 | ||
| GBP | GBP | GBP | ||
| Note | Unaudited | Unaudited | Audited | |
| Software services income | 46,265 | 79,563 | 136,119 | |
| Net gains/(losses) on investments at fair value | 7,597 | - | - | |
| Investment interest income | 18,504 | 1,995 | 11,351 | |
| Currency losses | - | (48) | (29,444) | |
| Total Income | 72,366 | 81,510 | 118,026 | |
| Software services expenses | (5,865) | (5,869) | (12,983) | |
| Financial holdings expenses | (3,113) | (1,402) | (2,643) | |
| Total Cost of Sales | (8,978) | (7,271) | (15,626) | |
| Gross profit | 63,388 | 74,239 | 102,400 | |
| Administrative expenses excluding exceptional costs | (85,467) | (313,199) | (622,654) | |
| Exceptional administration costs | - | (49,441) | (228,378) | |
| Total administrative expenses | (85,467) | (362,640) | (851,032) | |
| Operating loss before depreciation | (22,079) | (288,401) | (748,632) | |
| Depreciation and Amortisation | 5 | (83,196) | (63,392) | (137,609) |
| Operating loss | (105,275) | (351,793) | (886,241) | |
| Net financial income/(expense) | (2,873) | (35) | (114) | |
| Share of profits of associated entities | - | - | 12,349 | |
| Profit/(loss) before taxation | (108,148) | (351,828) | (874,006) | |
| Taxation | (1,676) | (220) | (23,139) | |
| Profit/(loss) for the period | (109,824) | (352,048) | (897,145) |
Earnings per share - pence (using weighted average number of shares)
| 6 Months to | 6 Months to | Year Ended | ||
|---|---|---|---|---|
| Jun 2024 | Jun 2023 | Dec 2023 | ||
| GBP | GBP | GBP | ||
| Basic and Diluted | (0.07) | (0.22) | (0.57) | |
| Basic and Diluted | 4 | (0.07) | (0.22) | (0.57) |
| Interim Condensed Consolidated Statement of | ||||
| Comprehensive Income | ||||
| For the six months ended 30 June 2024 | ||||
| 6 Months to | 6 Months to | Year Ended | ||
| Jun 2024 | Jun 2023 | Dec 2023 | ||
| GBP | GBP | GBP | ||
| Unaudited | Unaudited | Audited | ||
| Loss for the financial year | (109,824) | (352,048) | (897,145) | |
| Other comprehensive income: | ||||
| Exchange differences on re-translating foreign operations | (93,399) | (12,426) | 93,814 | |
| Total comprehensive income | (203,223) | (364,474) | (803,331) | |
| Attributable to: | ||||
| Equity shareholders of the parent | (203,223) | (364,474) | (803,331) | |
| Total Comprehensive income | (203,223) | (364,474) | (803,331) | |
| Interim Condensed Consolidated Statement of | ||||
| Financial Position | ||||
| As at 30 June 2024 | ||||
| As at | As at | As at | ||
| Jun 2024 | Jun 2023 | Dec 2023 | ||
| GBP | GBP | GBP | ||
| Note | Unaudited | Unaudited | Audited | |
| Assets | ||||
| Non-current assets | ||||
| Goodwill | 5 | 1,462,774 | 1,462,774 | 1,462,774 |
| Intangible assets | 5 | 1,349,703 | 1,505,970 | 1,439,025 |
| Property, plant and equipment | 5 | 10,472 | 9,881 | 11,237 |
| Investment in associated entities | 16,890 | 4,541 | 16,890 | |
| Total non-current assets | 2,839,839 | 2,983,166 | 2,929,926 | |
| Current assets | ||||
| Trade and other receivables | 92,632 | 348,356 | 376,106 | |
| Investments at fair value through profit or loss | 6 | 48,313 | - | - |
| Cash and cash equivalents | 1,146,741 | 1,869,952 | 1,591,047 | |
| Total current assets | 1,287,686 | 2,218,308 | 1,967,153 | |
| Liabilities | ||||
| Current liabilities | ||||
| Trade and other payables | 250,155 | 701,589 | 816,486 | |
| Total current liabilities | 250,155 | 701,589 | 816,486 | |
| Net current assets | 1,037,531 | 1,516,719 | 1,150,667 | |
| Net assets | 3,877,370 | 4,499,885 | 4,080,593 | |
| Shareholders’ Equity | ||||
| Share capital | 7 | 117,750 | 117,750 | 117,750 |
| Share premium | 5,773,031 | 5,773,031 | 5,773,031 | |
| Preference shares | 246,096 | 246,096 | 246,096 | |
| Other Reserves | 70,070 | 70,070 | 70,070 | |
| Foreign exchange reserve | 300,696 | 268,290 | 394,095 | |
| Retained earnings | (2,630,273) | (1,975,352) | (2,520,449) | |
| Total shareholders' equity | 3,877,370 | 4,499,885 | 4,080,593 | |
| Total equity | 3,877,370 | 4,499,885 | 4,080,593 | |
These financial statements were approved by the board 26 September 2024.
Signed on behalf of the board by:
Duncan Soukup
Interim Condensed Consolidated Statement of Cash Flows
For the six months ended 30 June 2024
| 6 Months to | 6 Months to | Year ended | |||||
|---|---|---|---|---|---|---|---|
| Jun 2024 | Jun 2023 | Dec 2023 | |||||
| GBP | GBP | GBP | |||||
| Notes | Unaudited | Unaudited | Audited | ||||
| Cash flows from operating activities | |||||||
| Profit/(Loss) for the period before financing | (105,275) | (351,793) | (886,241) | ||||
| (Increase)/decrease in trade and other receivables | 283,474 | 25,162 | 9,900 | ||||
| (Decrease)/increase in trade and other payables | (566,331) | 62,018 | 164,426 | ||||
| Finance costs | (18,504) | (1,947) | (11,351) | ||||
| Share of profits of associated entities | - | - | - | ||||
| Net exchange differences | 84,860 | 3,104 | 9,754 | ||||
| (Profit)/Loss from change in fair value of investments held at fair value through profit or loss | (31,958) | - | - | ||||
| Fair value movement on portfolio investments | 24,361 | - | - | ||||
| Depreciation and amortisation | 5 | 83,196 | 63,392 | 137,609 | |||
| Cash generated by operations | (246,177) | (200,064) | (575,903) | ||||
| Taxation | (1,676) | (220) | (23,139) | ||||
| Net cash flow from operating activities | (247,853) | (200,284) | (599,042) | ||||
| Cash flows from investing activities | |||||||
| Net (purchase)/sale of portfolio holdings | (40,716) | - | - | ||||
| Sale/(Purchase) of intangible assets | 5 | (77,969) | (105,802) | (104,574) | |||
| Net cash flow in investing activities | (118,685) | (105,802) | (104,574) | ||||
| Cash flows from financing activities | |||||||
| Interest paid | (2,873) | (35) | (114) | ||||
| Interest received | 18,504 | 1,995 | 11,351 | ||||
| Net cash flow from financing activities | 15,631 | 1,960 | 11,237 | ||||
| Net increase in cash and cash equivalents | (350,907) | (304,126) | (692,379) | ||||
| Cash and cash equivalents at the start of the period | 1,591,047 | 2,189,610 | 2,189,610 | ||||
| Effects of foreign exchange rate changes | (93,399) | (15,532) | 93,816 | ||||
| Cash and cash equivalents at the end of the period | 1,146,741 | 1,869,952 | 1,591,047 | ||||
| Interim Condensed Consolidated Statement of Changes in Equity | |||||||
| For the six months ended 30 June 2024 | |||||||
| Share | Share | Preference | Other | Foreign Exchange | Retained | Total Shareholders | |
| Capital | Premium | Shares | Reserves | Reserves | Earnings | Equity | |
| £ | £ | £ | £ | £ | £ | £ | |
| Balance as at 31 December 2022 | 117,750 | 5,773,031 | 246,096 | 70,070 | 300,281 | (1,623,304) | 4,883,924 |
| Foreign Exchange on translation | - | - | - | - | (19,565) | - | (19,565) |
| Total comprehensive income for the period | - | - | - | - | (12,426) | (352,048) | (364,474) |
| Balance as at 30 June 2023 | 117,750 | 5,773,031 | 246,096 | 70,070 | 268,290 | (1,975,352) | 4,499,885 |
| Foreign Exchange on translation | - | - | - | - | 113,379 | - | 113,379 |
| Total comprehensive income for the period | - | - | - | - | 12,426 | (545,097) | (532,671) |
| Balance as at 31 December 2023 | 117,750 | 5,773,031 | 246,096 | 70,070 | 394,095 | (2,520,449) | 4,080,593 |
| Foreign Exchange on translation | - | - | - | - | (93,399) | - | (93,399) |
| Total comprehensive income for the period | - | - | - | - | - | (109,824) | (109,824) |
| Balance as at 30 June 2024 | 117,750 | 5,773,031 | 246,096 | 70,070 | 300,696 | (2,630,273) | 3,877,370 |
Notes to the Condensed Financial Information
1 General information
Anemoi International Ltd (the “Company”) is a British Virgin Island (“BVI”) International business company (“IBC”), incorporated and registered in the BVI on 6 May 2020. The Company is a holding company actively seeking investment opportunities.
2 Significant Accounting policies
The Group prepares its accounts in accordance with applicable UK Adopted International Accounting Standards “IFRS”.
The financial statements are expressed in GBP.
The accounting policies applied by the Company in this unaudited consolidated interim financial information are the same as those applied by the Company in its consolidated financial statements as at 31 December 2023.
2.1 Basis of preparation
These condensed interim financial statements for the six months ended 30 June 2024 are unaudited and do not constitute full accounts. The independent auditor’s report on the 2023 financial statements was not qualified.
2.2 Going concern
The financial information has been prepared on the going concern basis as management consider that the Company has sufficient cash to fund its current commitments for the foreseeable future.
Notes to the Condensed Financial Information Continued
3 Net Financial Expense
| Six months | Six months | Year | |
| ended | ended | ended | |
| 30 Jun 24 | 30 Jun 23 | 31 Dec 23 | |
| Unaudited | Unaudited | Audited | |
| £ | £ | £ | |
| Other interest expense | 1,671 | - | - |
| Bank interest expense | 1,202 | 35 | 114 |
| 2,873 | 35 | 114 | |
| 4 Earnings per share | |||
| Six months | Six months | Year | |
| ended | ended | ended | |
| 30 Jun 24 | 30 Jun 23 | 31 Dec 23 | |
| Unaudited | Unaudited | Audited | |
| £ | £ | £ | |
The calculation of earnings per share is based on the following loss attributable to ordinary shareholders and number of shares:
| Loss for the period | (109,824) | (352,048) | (897,145) | |
| Weighted average number of shares of the Company | 157,041,665 | 157,041,665 | 157,041,665 | |
| Earnings per share: | ||||
| Basic and Diluted (pence) | (0.07) | (0.22) | (0.57) | |
| Number of shares outstanding at the period end: | 157,041,665 | 157,041,665 | 157,041,665 | |
| Number of shares in issue | ||||
| Opening Balance | 157,041,665 | 157,041,665 | 157,041,665 | |
| Issuance of Share Capital | - | - | - | |
| Basic number of shares in issue | 157,041,665 | 157,041,665 | 157,041,665 | |
| Notes to the Condensed Financial Information Continued | ||||
| 5 Non-current assets | ||||
| Plant | ||||
| Intangible | and | |||
| Total | Goodwill | Assets | Equipment | |
| Cost | GBP | GBP | GBP | GBP |
| Cost at 1 January 2024 | 3,183,397 | 1,462,774 | 1,706,067 | 14,556 |
| FX movement | (101,804) | - | (100,995) | (809) |
| 3,081,593 | 1,462,774 | 1,605,072 | 13,747 | |
| Additions | 77,969 | - | 77,969 | - |
| Cost at 30 June 2024 | 3,159,562 | 1,462,774 | 1,683,041 | 13,747 |
| Depreciation/Amortisation | ||||
| Depreciation/Amortisation at 1 January 2024 | 270,361 | - | 267,042 | 3,319 |
| FX movement | (16,002) | - | (15,808) | (194) |
| 254,359 | - | 251,234 | 3,125 | |
| Charge for the period on continuing operations | 83,196 | - | 83,046 | 150 |
| FX movement | (942) | - | (942) | - |
| Depreciation/Amortisation at 30 June 2024 | 336,613 | - | 333,338 | 3,275 |
| Closing net book value at 30 June 2024 | 2,822,949 | 1,462,774 | 1,349,703 | 10,472 |
For impairment testing purposes, management considers the operations of the Company to represent a two cash generating units (CGUs), one providing software and digital solutions to the financial services industry, and the rest of the business.
6 Securities
The Company classifies the following financial assets at fair value through profit or loss (FVPL):-
Equity investments that are held for trading.
| As at | As at | As at | |
|---|---|---|---|
| 30 Jun 24 | 30 Jun 23 | 31 Dec 23 | |
| Unaudited | Unaudited | Audited | |
| GBP | GBP | GBP | |
| Securities | |||
| At the beginning of the period | - | - | - |
| Additions | 123,568 | - | - |
| Unrealised gain/(losses) | 7,596 | - | - |
| Disposals | (82,851) | - | - |
| At period close | 48,313 | - | - |
Investments have been valued incorporating Level 1 inputs in accordance with IFRS7.
Notes to the Condensed Financial Information Continued
7 Share Capital
| As at | As at | As at | |
|---|---|---|---|
| 30 Jun 24 | 30 Jun 23 | 31 Dec 23 | |
| Unaudited | Unaudited | Audited | |
| £ | £ | £ | |
| Authorised share capital: | |||
| Unlimited ordinary shares of $0.001 each | - | - | - |
| Fully subscribed shares | 117,750 | 117,750 | 117,750 |
| Number | Number | Number | |
| of shares | of shares | of shares | |
| Fully subscribed shares | 157,041,665 | 157,041,665 | 157,041,665 |
| Balance at close of period | 157,041,665 | 157,041,665 | 157,041,665 |
Under the Company’s articles of association, the Board is authorised to offer, allot, grant options over or otherwise dispose of any unissued shares. Furthermore, the Directors are authorised to purchase, redeem or otherwise acquire any of the Company’s own shares for such consideration as they consider fit, and either cancel or hold such shares as treasury shares. The directors may dispose of any shares held as treasury shares on such terms and conditions as they may from time to time determine. Further, the Company may redeem its own shares for such amount, at such times and on such notice as the directors may determine, provided that any such redemption is pro rata to each shareholders’ then percentage holding in the Company.
On the 14th April 2021, a total of 5,999,999 new DIs (the "Placing DIs") were placed by at a price of £0.04 per Placing DIs (the "Placing") with existing and new investors ("Placees") raising gross proceeds of approximately £240,000. The Placing DIs represent Ordinary Shares representing 20 per cent. of the Ordinary Share capital of the Company prior to the Placing.
On the 16th August 2021 the Board announced that the par value of its issued and outstanding ordinary shares of no par value had changed to US$0.001 per Ordinary Share. The total number of issued shares with voting rights remained unchanged at 35,999,999 Ordinary Shares. Aside from the change in nominal value, the rights attaching to the Ordinary Shares (including all voting and dividend rights and rights on a return of capital) remained unchanged.
On the 17th December 2021, following the acquisition of id4 AG, 66,666,666 New Ordinary Shares of $0.001 were issued to the shareholders of id4 in settlement of consideration for the acquisition and the Company was readmitted to trading on the London Stock Exchange.
On the 17th December 2021, alongside the acquisition of id4 AG, 54,375,000 New Ordinary Shares of $0.001 were issued in a further placing with existing and new investors, raising a total of £2,175,000.
Notes to the Condensed Financial Information Continued
8 Related Party Transactions
Thalassa Holdings Ltd, which holds shares in the Company is related by common control through the Chairman, Duncan Soukup. Thalassa Holdings Ltd invoiced the Company for administration costs totalling £18,364 (June 2023: £4,236, Dec 2023: £39,819). At the period end the balance owed to Thalassa Group totalled £13,074 (June 2023: £4,236, Dec 2023: £15,146).
Consultancy and administrative services were accrued on behalf of a company, Fleur De Lys, in which the Chairman has a beneficial interest. The Company waived £192,710 of fees in the period which relate to 1H 2024 and prior years (Accrued Fees: Jun 2023: £61,399, Dec 2023: £119,017).
Athenium Consultancy Ltd, a company in which the Company owns shares invoiced the Company for financial and corporate administration services totalling £82,500 for the period (Jun 2023: £82,500, Dec 2023: £165,000).
9 Subsequent events
There were no subsequent events to report.
10 Copies of the Interim Report
The interim report is available on the Company’s website: www.anemoi-international.com.
The issuer is solely responsible for the content of this announcement.
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