Anemoi International Ltd (AMOI)
Anemoi International Ltd: Interim Report (30 June 2023)
29-Sep-2023 / 09:00 GMT/BST
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Anemoi International Ltd
Anemoi International Ltd
(Reuters: AMOI.L, Bloomberg: AMOI:LN)
("Anemoi" or the "Company")
Interim Results for the period ended 30 June 2023
The Company is pleased to announce its results for the six months ended 30 June 2023. The interim results have been
submitted to the FCA and will shortly be available on the Company's website: www.anemoi-international.com
Chairman's Statement
Anemoi is pleased to announce its unaudited interim results for the six months to 30 June 2023.
I am pleased to report a significant increase in H1 Revenues (+75%) and Gross Profit (+246%), however, Revenue is not
yet sufficient to support the cost of running a public company, notwithstanding a 15% reduction in General and
Administrative Costs, resulting in a 31% reduction in Operating Loss for the period under review. Initiatives taken in
the first half of 2023 should further reduce costs in H2 2023 and the Board will continue to explore avenues to enhance
shareholder value.
Duncan Soukup
Chairman
Anemoi International Ltd
28 September 2023
Responsibility Statement
We confirm that to the best of our knowledge:
a) the condensed set of financial statements has been prepared in accordance with IAS 34 'Interim Financial
Reporting';
b) the interim management report includes a fair review of the information required by DTR 4.2.7R (indication of
important events during the first six months and description of principal risks and uncertainties for the remaining six
months of the year); and
c) the interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of
related parties' transactions and changes therein).
Cautionary statement
This Interim Management Report (IMR) has been prepared solely to provide additional information to shareholders to
enable them to assess the Company's strategy and the potential for that strategy to succeed. The IMR should not be
relied on by any other party or for any other purpose.
Duncan Soukup
Chairman
Anemoi International Ltd
28 September 2023
Unaudited Condensed Statement of Income
For the six months ended 30 June 2023
6 Months to 6 Months to Year Ended
Jun 2023 Jun 2022 Dec 2022
GBP GBP GBP
Note Unaudited Unaudited Audited
Continuing Operations
Revenue 79,563 45,355 137,288
Cost of sales (5,869) (24,070) (60,765)
Gross profit 73,694 21,285 76,523
Administrative expenses excluding exceptional costs (314,601) (371,399) (750,192)
Exceptional administration costs (49,441) (58,166) (58,166)
Total administrative expenses (364,042) (429,565) (808,358)
Operating loss before depreciation (290,348) (408,280) (731,835)
Depreciation and Amortisation 5 (63,392) (42,131) (95,994)
Operating loss (353,740) (450,411) (827,829)
Net financial income/(expense) 3 1,912 (384) (504)
Share of profits of associated entities - - 4,541
Profit/(loss) before taxation (351,828) (450,795) (823,762)
Taxation (220) (685) (685)
Profit/(loss) for the period (352,048) (451,480) (824,477)
Earnings per share - GBP pence (using weighted average number of shares)
Basic and Diluted (0.22) (0.29) (0.53)
Basic and Diluted 4 (0.22) (0.29) (0.53)
The notes on pages 11 to 15 form an integral part of this
consolidated interim financial information. Unaudited Condensed
Statement of Comprehensive Income
For the six months ended 30 June 2023
6 Months to 6 Months to Year Ended
Jun 2023 Jun 2022 Dec 2022
GBP GBP GBP
Unaudited Unaudited Audited
Loss for the six months to 30 June 2023 (352,048) (451,480) (824,477)
Other comprehensive income:
Exchange differences on re-translating foreign operations (12,426) 197,530 171,836
Total comprehensive income (364,474) (253,950) (652,641)
Attributable to:
Equity shareholders of the parent (364,474) (253,950) (652,641)
Total Comprehensive income (364,474) (253,950) (652,641)
The notes on pages 11 to 15 form an integral part of this
consolidated interim financial information.
Unaudited Condensed Statement of Financial Position
As at 30 June 2023
As at As at As at
Jun 2023 Jun 2022 Dec 2022
GBP GBP GBP
Note Unaudited Unaudited Audited
Assets
Non-current assets
Goodwill 5 1,462,774 1,462,774 1,462,774
Intangible assets 5 1,505,970 1,429,975 1,482,645
Property, plant and equipment 5 9,881 10,439 10,406
Investment in associated entities 4,541 - 4,541
Total non-current assets 2,983,166 2,903,188 2,960,366
Current assets
Trade and other receivables 348,356 333,461 386,005
Cash and cash equivalents 1,869,952 2,464,317 2,189,610
Total current assets 2,218,308 2,797,778 2,575,615
Liabilities
Current liabilities
Trade and other payables 701,589 526,991 652,057
Total current liabilities 701,589 526,991 652,057
Net current assets 1,516,719 2,270,787 1,923,558
Net assets 4,499,885 5,173,975 4,883,924
Shareholders' Equity
Share capital 6 117,750 117,750 117,750
Share premium 5,773,031 5,768,771 5,773,031
Preference shares 246,096 246,096 246,096
Other Reserves 70,070 74,330 70,070
Foreign exchange reserve 268,290 217,335 300,281
Retained earnings (1,975,352) (1,250,307) (1,623,304)
Total shareholders' equity 4,499,885 5,173,975 4,883,924
Total equity 4,499,885 5,173,975 4,883,924
The notes on pages 11 to 15 form an integral part of this
consolidated interim financial information..
These financial statements were approved by the board 28
September 2023
Signed on behalf of the board by:
Duncan Soukup Unaudited Condensed Statement of Cash Flows
For the six months ended 30 June 2023
6 Months to 6 Months to Year ended
Jun 2023 Jun 2022 Dec 2022
GBP GBP GBP
Notes Unaudited Unaudited Audited
Cash flows from operating activities
Profit/(Loss) for the period (353,740) (450,411) (827,829)
(Increase)/decrease in trade and other receivables 25,162 295,175 242,631
(Decrease)/increase in trade and other payables 62,018 (202,733) (77,607)
Net exchange differences 3,104 (35,837) (130,723)
Depreciation and amortisation 5 63,392 42,131 95,994
Cash generated by operations (200,064) (351,675) (697,534)
Taxation (220) (685) (685)
Net cash flow from operating activities (200,284) (352,360) (698,219)
Cash flows from investing activities
Sale/(Purchase) of intangible assets 5 (105,802) (115,456) (149,371)
Net cash flow in investing activities - continuing operations (105,802) (115,456) (149,371)
Cash flows from financing activities
Interest paid - (44) (42)
Interest received 1,960 14 -
Repayment of loans and borrowings - - (60)
Net cash flow from financing activities 1,960 (30) (102)
Net increase in cash and cash equivalents (304,126) (467,846) (847,692)
Cash and cash equivalents at the start of the period 2,189,610 2,734,633 2,734,633
Effects of foreign exchange rate changes (15,532) 197,530 302,669
Cash and cash equivalents at the end of the period 1,869,952 2,464,317 2,189,610
The notes on pages 11 to 15 form an integral part of this
consolidated interim financial information.
Unaudited Condensed Statement of Changes in Equity
For the six months ended 30 June 2023
Total
Share Share Preference Other Foreign Retained Shareholders
Exchange
Capital Premium Shares Reserves Reserves Earnings Equity
GBP GBP GBP GBP GBP GBP GBP
Balance as at 31 December 2021 117,750 5,768,771 246,096 74,330 (2,389) (798,827) 5,405,731
Foreign Exchange on translation - - - - 22,194 - 22,194
Total comprehensive income for the - - - - 197,530 (451,480) (253,950)
period
Balance as at 30 June 2022 117,750 5,768,771 246,096 74,330 217,335 (1,250,307) 5,173,975
Other Reserves - Options - 4,260 - (4,260) - - -
Foreign Exchange on translation - - - - 82,946 - 82,946
Total comprehensive income for the - - - - - (372,997) (372,997)
period
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 - - - - (12,426) (352,048) (364,474)
period
Balance as at 30 June 2023 117,750 5,773,031 246,096 70,070 268,290 (1,975,352) 4,499,885
The notes on pages 11 to 15 form an integral part of this
consolidated interim financial information. Notes to the Condensed
Financial Information 1. General information
Anemoi International Ltd (the "Company") is a British Virgin
Island ("BVI") International business company ("IBC"), incorporated
and registered in the BVI on 6 May 2020. The Company is a holding
company actively seeking investment opportunities.
id4 AG is a wholly owned subsidiary of Anemoi and was formed as
part of the merger of the former id4 AG ("id4") with and into its
parent, Apeiron Holdings AG on 14 September 2021. id4 was
incorporated and registered in the Canton of Lucerne in Switzerland
in April 2019 whilst Apeiron Holdings AG was incorporated and
registered in December 2018. Following the merger, Apeiron Holdings
AG was renamed id4 AG.
On the 17th December 2021, the entire share capital of id4 AG
was purchased by Anemoi International Ltd.
Id4 CLM (UK) Ltd is a wholly owned subsidiary of Anemoi,
incorporated on 26 November 2021 in England and Wales. Id4 CLM (UK)
Ltd is a private limited company, limited by shares.
2 .Significant Accounting policies
The Group financial statements consolidate those of the Company
and its subsidiaries (together referred to as the "Group").
The Group prepares its accounts in accordance with applicable UK
Adopted International Accounting Standards "IFRS".
The financial statements are expressed in GBP.
The accounting policies applied by the Company in this unaudited
consolidated interim financial information are the same as those
applied by the Company in its consolidated financial statements as
at 31 December 2022.
The financial information has been prepared under the historical
cost convention, as modified by the accounting standard for
financial instruments at fair value. 2.1. Basis of preparation
The condensed consolidated interim financial information for the
six months ended 30 June 2023 has been prepared in accordance with
International Accounting Standard No. 34, 'Interim Financial
Reporting'. They do not include all of the information required for
full annual financial statements and should be read in conjunction
with the consolidated financial statements of the Company as at and
for the year ended 31 December 2022.
These condensed interim financial statements for the six months
ended 30 June 2023 are unaudited and do not constitute full
accounts. The independent auditor's report on the 2022 financial
statements was not qualified. 2.2. Going concern
The financial information has been prepared on the going concern
basis as management consider that the Company has sufficient cash
to fund its current commitments for the foreseeable future.
Notes to the Condensed Financial Information Continued 3. Net
Financial Expense
Six months Six months Year
ended ended ended
30 Jun 23 30 Jun 22 31 Dec 22
Unaudited Unaudited Audited
GBP GBP GBP
Loan interest expense - 44 45
Bank interest expense 35 - (3)
Bank interest income - (14) -
Loan interest income (1,995) - -
Foreign currency (gains)/losses 48 354 462
(1,912) 384 504 4. Earnings per share
Six months Six months Year
ended ended ended
30 Jun 23 30 Jun 22 31 Dec 22
Unaudited Unaudited Audited
GBP GBP GBP
The calculation of earnings per share is based on
the following loss attributable to ordinary shareholders and number of shares:
Loss for the period (352,048) (451,480) (824,477)
Weighted average number of shares of the Company 157,041,665 157,041,665 157,041,665
Earnings per share:
Basic and Diluted (pence) (0.22) (0.29) (0.53)
Number of shares outstanding at the period end: 157,041,665 157,041,665 157,041,665
Number of shares in issue
Opening Balance 157,041,665 157,041,665 157,041,665
Issuance of Share Capital - - -
Basic number of shares in issue 157,041,665 157,041,665 157,041,665
Notes to the Condensed Financial Information Continued 5.
Non-current assets
Plant
Intangible and
Total Goodwill Assets Equipment
Cost GBP GBP GBP GBP
Cost at 1 January 2023 3,077,345 1,462,774 1,601,492 13,079
FX movement (21,482) - (21,308) (174)
3,055,863 1,462,774 1,580,184 12,905
Additions 105,802 - 105,802 -
Cost at 30 June 2023 3,161,665 1,462,774 1,685,986 12,905
Depreciation/Amortisation
Depreciation/Amortisation at 1 January 2023 121,521 - 118,847 2,674
FX movement (1,617) - (1,581) (36)
119,904 - 117,266 2,638
Charge for the period on continuing operations 63,392 - 63,004 388
FX movement (256) - (254) (2)
Depreciation/Amortisation at 30 June 2023 183,040 - 180,016 3,024
Closing net book value at 30 June 2023 2,978,625 1,462,774 1,505,970 9,881
For impairment testing purposes, management considers the
operations of the Company to represent a single cash generating
unit (CGU), providing software and digital solutions to the
financial services industry. The directors have assessed the
recoverable amount of goodwill which in accordance with IAS 36 is
the higher of its value in use and its fair value less costs to
sell (fair value), in determining whether there is evidence of
impairment.
Notes to the Condensed Financial Information Continued 6. Share
Capital
As at As at As at
30 Jun 23 30 Jun 22 31 Dec 22
Unaudited Unaudited Audited
GBP GBP GBP
Authorised share capital:
Unlimited ordinary shares of USD0.001 each - - -
Fully subscribed shares
29,950,000 ordinary shares of USD0.04 each 1,200,000 1,200,000 1,200,000
Exchange rate adjustment
1.3649 1.3649 1.3649
29,950,000 ordinary shares in GBP 879,185 879,185 879,185
Placing 5,999,999 ordinary shares of GBP0.04 240,000 240,000 240,000
Conversion of shares to par value of USD.0001 at rate of (1,092,810) (1,092,810) (1,092,810)
1.3649
Issuance of 66,666,666 shares for acquisition of id4 AG 50,387 50,387 50,387
Placing of 54,375,000 shares of USD0.001 40,988 40,988 40,988
Less fair value of options and warrants - - -
Total 117,750 117,750 117,750
Number Number Number
of shares of shares of shares
Fully subscribed shares 157,041,665 157,041,665 157,041,665
Balance at close of period 157,041,665 157,041,665 157,041,665
Under the Company's articles of association, the Board is
authorised to offer, allot, grant options over or otherwise dispose
of any unissued shares. Furthermore, the Directors are authorised
to purchase, redeem or otherwise acquire any of the Company's own
shares for such consideration as they consider fit, and either
cancel or hold such shares as treasury shares. The directors may
dispose of any shares held as treasury shares on such terms and
conditions as they may from time to time determine. Further, the
Company may redeem its own shares for such amount, at such times
and on such notice as the directors may determine, provided that
any such redemption is pro rata to each shareholders' then
percentage holding in the Company.
On the 14th April 2021, a total of 5,999,999 new DIs (the
"Placing DIs") were placed by at a price of GBP0.04 per Placing DIs
(the "Placing") with existing and new investors ("Placees") raising
gross proceeds of approximately GBP240,000. 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 USUSD0.001 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 USD0.001 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 USD0.001 were issued in a further
placing with existing and new investors, raising a total of
GBP2,175,000.
Notes to the Condensed Financial Information Continued 7.
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 GBP4,236 (June 2022: GBP8,709, Dec 2022: GBP6,378)). At
the period end the balance owed to Thalassa totalled GBP4,236 (June
2022: GBP340,768, Dec 2022: GBP2,894).
Consultancy and administrative services were accrued on behalf
of a company, Fleur De Lys, in which the Chairman has a beneficial
interest, the Company accrued GBP61,399 of fees in the period (Jun
2022: GBP77,556. Dec 2022:GBP134,953).
Athenium Consultancy Ltd, a company in which the Company owns
shares invoiced the Company for financial and corporate
administration services totalling GBP82,500 for the period (Jun
2022: GBP75,000, Dec 2022: GBP150,000). 8. Subsequent events
There were no subsequent events to report 9. Copies of the
Interim Report
The interim report is available on the Company's website:
www.anemoi-international.com.
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Dissemination of a Regulatory Announcement that contains inside
information in accordance with the Market Abuse Regulation (MAR),
transmitted by EQS Group. The issuer is solely responsible for the
content of this announcement.
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ISIN: VGG0419A1057
Category Code: IR
TIDM: AMOI
LEI Code: 213800MIKNEVN81JIR76
OAM Categories: 1.2. Half yearly financial reports and audit reports/limited reviews
Sequence No.: 274695
EQS News ID: 1737261
End of Announcement EQS News Service
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