TIDMIQO
8 August 2023
Inteliqo Limited
("Inteliqo", the "Company")
Audited Results
Inteliqo (AQSE: IQO), a start-up technology company that provides sales,
marketing and distribution services to technology product owners under long-term
distribution agreements, is pleased to announce its audited results for the year
ended 31 March 2023. A full copy of the Annual Report and Audited Consolidated
Financial Statements will be obtainable from the Company's website at
https://inteliqo.com/.
This announcement contains information which, prior to its disclosure,
constituted inside information as stipulated under Regulation 11 of the Market
Abuse (Amendment)(EU Exit) Regulations 2019/310 (as amended).
The directors of Inteliqo Limited accept responsibility for this announcement.
For more information, please contact:
Inteliqo LimitedJoseph Hill j.hill@inteliqo.com
First Sentinel Corporate Finance LimitedBrian Stockbridge +44 (0) 203989 2222
INTELIQO LIMITED: DIRECTOR'S REPORT FOR THE PERIODED 31 MARCH 2023
Introduction:
I am pleased to present the Chairman's statement, highlighting the progress and
achievements of Inteliqo Limited (the "Company") and its subsidiary (together
the "Group") since its incorporation on 3rd May 2022. Under the leadership of
our CEO, Joseph Hill, our dedicated team has made significant strides in
positioning the Company for success in the technology market.
Key Appointments and Market Entry:
Throughout the year, we have assembled a strong and capable leadership team.
Michael Joseph Hill was appointed as CEO and director of the Company on 7th June
2022, followed by the appointments of Joseph Truelove as Non-Executive Director
and Chairman, Ray Smart as Finance Director, Shaun Drake as Company Secretary on
27th June 2022, and Bruce Watterson as a Non-Executive Director on 20th July
2022. Their collective expertise and guidance have been instrumental in driving
our strategic initiatives forward.
Furthermore, I am pleased to announce that on 5th August 2022, the Company was
successfully admitted to the Access segment of AQSE. On Admission, the Company
had 112,500,000 Ordinary Shares in issue, with a market capitalization of
approximately £2,812,500. The Company's admission document is available for
viewing on our website at https://inteliqo.com/.
Business Overview and Objectives:
Inteliqo is a technology company focused on delivering sales, marketing, and
distribution services to prominent technology brands through long-term
agreements.
I am delighted to inform you that during this reporting period, we have
finalised two key agreements that strengthen our position in the market:
· Inteliqo has acquired the global distribution rights to market and sell
Ipedia hardware products.
· Inteliqo has acquired the exclusive rights to market and sell the Langaroo
App globally.
Ipedia (https://ipedia.co):
The Ipedia iQ product is a smart translation earphone (earbuds) system offering
integrated real-time speech translation in 130 languages, built-in smart assist
(Google and Siri), multiple built-in microphones, and high-definition sound.
The Company's principal activity is to market, sell, and distribute Ipedia
technology products by appointing resellers in defined territories globally. The
Company generates income from the sales of these products, sharing a proportion
of such income with the product owners under the terms of its distribution
agreements.
During the year, Inteliqo appointed an exclusive reseller for the promotion and
sale of Ipedia products in nine territories, including Belgium, Canada, France,
Morocco, Switzerland, Spain, Libya, Turkey, and Tunisia. The agreements carry an
initial five-year term, and we expect the first orders from these agreements in
the next quarter. However, the quantum and timing of these orders are not
guaranteed. Upon commencement of the contracts, resellers will place a deposit
on any purchase order raised, with additional payment offered as an irrevocable
line of credit with their bank, which will be drawn down as the product enters
the territory for distribution.
Langaroo (https://langaroo.co):
Langaroo is a mobile application that enables users to understand, speak,
message, and share information across over 130 languages. It serves as the
ultimate translation buddy, facilitating seamless communication for users in
various scenarios.
Inteliqo has secured an exclusive sales and marketing agreement for the Langaroo
App, solidifying our commitment to driving its global adoption. This agreement
will enable us to distribute the Langaroo App effectively and leverage its
impressive features across various industries and regions.
The Company generates income from the sales of subscriptions or territory
licence agreements, benefiting from a proportion of revenue as defined in the
Revenue Share Agreement.
Financial Results:
The Group's financial results to 31st March 2023 (see page 7 reflect the setup
and listing of the Company preceding the commencement of sales. Consequently, we
incurred a loss of $684k, with basic earnings per share from continuing
activities of -$0.008. While these figures reflect the early stages of our
operations, we remain focused on executing our strategic initiatives and
achieving sustainable growth.
Outlook and Future Prospects:
While the Group is still in its nascent stage, we are pleased to report that
since April 2023, we have been operating profitably, with positive cash flows.
This promising development aligns with our commitment to delivering value to our
shareholders.
Looking ahead, we are optimistic about the Group's prospects. With the Langaroo
App now generating sales, coupled with the recent attainment of Exclusive
Reseller Agreements for Ipedia, we are confident that the Company will operate
profitably this year.
Thank you for your continued support and trust in our vision. We are committed
to driving Inteliqo's growth and creating value for all stakeholders.
Joseph Truelove
Chairman of the Board
Inteliqo Limited
4 August 2023
Directors' responsibility statement
The directors are responsible for preparing the annual report and consolidated
financial statements in accordance with applicable law and generally accepted
accounting practice.
Company law applicable to companies in Guernsey requires the directors to
prepare consolidated financial statements for each financial year which give a
true and fair view of the state of affairs of the Group and of the profit or
loss of the Group for that period.
In preparing these consolidated financial statements, the directors are required
to:
· select suitable accounting policies for the Group's consolidated financial
statements and then apply them consistently;
· make judgments and accounting estimates that are reasonable and prudent;
· state whether applicable accounting standards have been followed, subject to
any material departures disclosed and explained in the consolidated financial
statements;
· prepare the consolidated financial statements on the going concern basis
unless it is inappropriate to presume that the Group will continue in business.
The directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Group's transactions and disclose with
reasonable accuracy at any time the financial position of the Group and to
enable them to ensure that the financial statements comply with the Companies
(Guernsey) Law, 2008. They are also responsible for safeguarding the assets of
the Group and hence for taking reasonable steps for the prevention and detection
of fraud and other irregularities.
Disclosure of information to the auditors
Each of the persons who are directors at the time when this Directors' Report is
approved has confirmed that:
· so far as the director is aware, there is no relevant audit information of
which the Company's auditor is unaware, and
· he has taken all the steps he ought to have taken as a director to make
himself aware of any relevant audit information and to establish that the
Company's auditor is aware of that information.
Directors and company secretary
The directors that served throughout the period were:
Michael Joseph Hill (appointed 7 June 2022)
Raymond Matthew Smart (appointed 27 June 2022)
Joseph Michael Truelove (appointed 27 June 2022)
Alister Bruce Waterson (appointed 20 July 2022)
Steven B de Jersey (appointed on incorporation and resigned 7 June 2022)
John A Nelson (appointed on incorporation and resigned 7 June 2022)
The company secretaries that served during the year were:
William Place Secretaries Limited (appointed on incorporation and resigned on 7
June 202)
Shaun Drake (appointed 27 June 2022)
Shareholders with holding in excess of 5%
Khaleel Alawadi 77.5%
HKML Limited 6.5%
Foki Holdings Limited 6.0%
This report was approved by the board and signed on its behalf on 4 August 2023
by
Michael Hill
CEO
INDEPENT AUDITOR'S REPORT
To the members of Inteliqo limited
Opinion
We have audited the consolidated financial statements of Inteliqo Limited (the
"Company") and its subsidiary (together the "Group"), which comprise the
Consolidated Statement of Comprehensive Income, Consolidated Statement of
Financial Position, Consolidated Statement of Changes in Equity, Consolidated
Statement of Cash Flows for the period then ended, and Notes to the Consolidated
Financial Statements, including a summary of significant accounting policies.
The consolidated financial statements framework that has been applied in their
preparation is applicable law and International Financial Reporting Standards
(IFRSs) as issued by the International Standards Board (IASB).
In our opinion, the consolidated financial statements:
· give a true and fair view of the state of the Group's affairs as at 31 March
2023 and of the Group's loss for the period then ended;
· are in accordance with IFRSs as issued by the IASB; and
· comply with the Companies (Guernsey) Law, 2008.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(ISAs) and applicable law. Our responsibilities under those standards are
further described in the `Auditor's responsibilities for the audit of the
consolidated financial statements' section of our report. We are independent of
the Group in accordance with the International Ethics Standards Board for
Accountants' International Code of Ethics for Professional Accountants
(including International Independence Standards) (IESBA Code), together with the
ethical requirements that are relevant to our audit of the consolidated
financial statements in Guernsey, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the IESBA Code. We
believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
Key audit matters
There are no key audit matters to report.
Other information in the Annual Report
The Directors are responsible for the other information. The other information
comprises the information included in the Annual Report and Consolidated
Financial Statements but does not include the consolidated financial statements
and our auditor's report thereon.
Our opinion on the consolidated financial statements does not cover the other
information and, except to the extent otherwise explicitly stated in our report,
we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our
responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the consolidated
financial statements, or our knowledge obtained in the audit or otherwise
appears to be materially misstated. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the consolidated financial statements
As explained more fully in the Statement of Directors' Responsibilities set out
on page 4, the Directors are responsible for the preparation of the consolidated
financial statements which give a true and fair view in accordance with IFRSs as
issued by the International Standards Board (IASB), and for such internal
control as the Directors determine is necessary to enable the preparation of the
consolidated financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the consolidated financial statements, the Directors are
responsible for assessing the Group's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the Directors either intend to liquidate the
Group or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the consolidated financial
statements
Our objectives are to obtain reasonable assurance about whether the consolidated
financial statements as a whole are free from material misstatement, whether due
to fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that an
audit conducted in accordance with ISAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of
these consolidated financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment
and maintain professional scepticism throughout the audit. We also:
· Identify and assess the risks of material misstatement of the consolidated
financial statements, whether due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
· Obtain an understanding of internal control relevant to the audit in order
to design audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Group's
internal control.
· Evaluate the appropriateness of accounting policies used and the
reasonableness of accounting estimates and related disclosures made by the
Directors.
· Conclude on the appropriateness of the Directors' use of the going concern
basis of accounting and, based on the audit evidence obtained, whether a
material uncertainty exists related to events or conditions that may cast
significant doubt on the Group's ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to draw attention
in our auditor's report to the related disclosures in the consolidated financial
statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our
auditor's report. However, future events or conditions may cause the Group to
cease to continue as a going concern.
· Obtain sufficient appropriate audit evidence regarding the financial
information of the entities or business activities within the Group to express
an opinion on the consolidated financial statements. We are responsible for the
direction, supervision and performance of the Group audit. We remain solely
responsible for our audit opinion.
· Evaluate the overall presentation, structure, and content of the
consolidated financial statements, including the disclosures, and whether the
consolidated financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
We communicate with the directors regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during our audit.
We also provide the directors with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with
them all relationships and other matters that may reasonably be thought to bear
on our independence, and where applicable, actions taken to eliminate threats or
safeguards applied.
From the matters communicated with the directors, we determine those matters
that were of most significance in the audit of the consolidated financial
statements of the current period and are therefore the key audit matters. We
describe these matters in our auditor's report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be expected
to outweigh the public interest benefits of such communication.
The engagement partner on the audit resulting in this independent auditor's
report is Cyril Swale.
Use of our report
This report is made solely to the Company's members, as a body, in accordance
with section 262 of the Companies (Guernsey) Law, 2008. Our audit work has been
undertaken so that we might state to the Company's members those matters we are
required to state to them in an auditor's report and for no other purpose. To
the fullest extent permitted by law, we do not accept or assume responsibility
to anyone other than the Company and the Company's members as a body, for our
audit work, for this report, or for the opinions we have formed.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in relation to
which the Companies (Guernsey) Law, 2008 requires us to report to you if, in our
opinion:
· proper accounting records have not been kept by the Company; or
· the Group's consolidated financial statements are not in agreement with the
accounting records; or
· we have not obtained all the information and explanations, which to the best
of our knowledge and belief, are necessary for the purposes of our audit.
Grant Thornton Limited
Chartered Accountants
St Peter Port
Guernsey
INTELIQO LIMITED: CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD
3 MAY 2022 TO 31 MARCH 2023
Notes 3 May 2022 to
31 March 2023
USD
Other income 151
Administrative expenses 5 (680,391)
Realised foreign currency gains and losses 19,117
Unrealised foreign currency gains and losses (23,144)
Operating loss and loss before tax (684,267)
Tax expense 6 -
Loss for the period from continuing operations (684,267)
Earnings per share
Basic loss per share from continuing operations 7 (0.008)
Diluted loss per share from continuing operations 7 (0.007)
The accompanying notes on pages 11 to 17 form an integral part of these
consolidated financial statements.
INTELIQO LIMITED: CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH
2023
Notes 2023
ASSETS USD
Non-current assets
Office equipment 9 2,366
Current assets
Trade and other receivables 10 32,870
Cash and cash equivalents 11 189,162
Total current assets 222,032
Total assets 224,398
LIABILITIES AND EQUITY
Current liabilities
Trade and other payables 12 94,588
Equity
Share capital 13 14,188
Share premium 13 799,889
Retained earnings (684,267)
Total equity 129,810
Total liabilities and equity 224,398
The notes on pages 11 to 17 form an integral part of these consolidated
financial statements.
These financial statements were approved and authorised for issue by the
directors on 4 August 2023 and are signed on their behalf by:
Ray Smart
Finance Director
INTELIQO LIMITED: CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIODED 31 MARCH 2023
Share Share Retained earnings Total
capital premium
USD USD USD USD
Issue of share capital 13,900 738,621 - 752,521
prior to admission to
Aquis
Issue of share capital on 288 61,268 - 61,556
admission to Aquis
Loss for the period - - (684,267) (684,267)
Balances as at 31 March 14,188 799,889 (684,267) 129,810
2023
The notes on pages 11 to 17 form an integral part of these consolidated
financial statements.
INTELIQO LIMITED: CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIODED 31
MARCH 2023
Notes 2023
USD
Operating activities
Loss before tax (684,267)
Adjustments for non-cash income and
expenses:
Depreciation of office equipment 465
Changes in operating assets and
liabilities:
Trade and other receivables (32,870)
Trade and other payables 94,588
Net cash from operating activities (622,084)
Cash flows used in investing activities
Purchases of equipment (2,831)
Cash flows from financing activities
Proceeds from issue of share capital 814,077
Net change in cash and cash equivalents and 11 189,162
cash and cash equivalents at end of period
The notes on pages 11 to 17 form an integral part of these consolidated
financial statements.
INTELIQO LIMITED: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIODED 31 MARCH 2023
1. General information
Inteliqo Limited (the "Company") is a company limited by shares under The
Companies (Guernsey) Law 2008 (as amended) and was incorporated in Guernsey on 3
May 2022 and was listed on the Access Segment of Aquis Stock Exchange ("AQSE")
on 5th August 2022 The address of its registered office and principal place of
business is Dixcart House, Sir William Place, St Peter Port Guernsey, GY1 1GX.
The Group's principal activity is the provision of sales, marketing and
distribution services.
2. Basis of preparation and accounting policies
These Consolidated Financial Statements comprise the Company and its subsidiary
(together the "Group") and have been prepared on an accruals basis and under the
historical cost convention in accordance with the International Financial
Reporting Standards ("IFRS") issued by the International Accounting Standards
Board and are presented in US Dollars, the functional currency of the Group.
The Consolidated Financial Statements comply with the legal and regulatory
requirements of The Companies (Guernsey) Law, 2008, and have been prepared under
the assumption that the Group operates as a going concern.
The Group has applied the following accounting policies:
a. Basis of consolidation
These Consolidated Financial Statements consolidate those of the parent company
and its 100% owned subsidiary as of 31 March 2023. The subsidiary company has a
reporting date of 31 March.
All transactions and balances between Group companies are eliminated on
consolidation, including unrealised gains and losses on transactions between
Group companies. Amounts reported in the financial statements of subsidiaries
have been adjusted where necessary to ensure consistency with the accounting
policies adopted by the Group.
Where a subsidiary acquired during the period does not meet the criteria as set
out in IFRS 3 to be defined as a business the transaction is accounted for as an
asset acquisition.
b. Foreign currency transactions and balances
Foreign currency transactions are translated into the functional currency of the
Group using the exchange rates prevailing at the dates of the transactions (spot
exchange rate). Foreign exchange gains and losses resulting from the settlement
of such transactions and from the remeasurement of monetary items denominated in
foreign currency at period-end exchange rates are recognised in profit or loss.
Non-monetary items are not retranslated at the period-end. They are measured at
historical cost (translated using the exchange rates at the transaction date),
except for non-monetary items measured at fair value which are translated using
the exchange rates at the date when fair value was determined.
c. Segment reporting
The Group has one operating segment: that of sales, marketing and distribution
services.
d. Revenue recognition
The Group enters into contracts with its customers for these services and
revenue is measured at the fair value of the consideration received or
receivable, net of discounts and sales-related taxes.
In determining whether to recognise revenue, the Group follows a 5-step process:
1.
1. Identifying the contract with a customer
2. Identifying the performance obligations
3. Determining the transaction price
4. Allocating the transaction price to the performance obligations, and then
5. Recognising revenue when/as performance obligations are satisfied.
As a result of the above the Group recognises revenue as follows
1. from its contracts with customers which are derived from the sale, marketing
and distribution of customer's physical goods - when the customers' goods are
delivered.
2. from its contracts with customers involving the sale, marketing and
distribution of online applications - when its customers have received the
proceeds of sales.
e. Operating expenses
Operating expenses, including short term employee benefits, are recognised in
profit or loss upon utilisation of the service or as incurred.
f. IT equipment
Items of IT equipment are initially measured at cost, including any costs
directly attributable to bringing the assets to the location and condition
necessary for them to be capable of operating in the manner intended by the
Group's management, less accumulated depreciation and impairment losses.
Depreciation is recognised on a straight-line basis to write down the cost less
estimated residual value of IT equipment with a useful life of 3 years applied.
At each reporting date, IT equipment is reviewed to determine whether there is
any indication that those assets have suffered an impairment loss. If there is
an indication of possible impairment, the recoverable amount of any affected
asset (or group of related assets) is estimated and compared with its carrying
amount. If estimated recoverable amount is lower, the carrying amount is reduced
to its estimated recoverable amount and an impairment loss is recognised
immediately in profit or loss.
g. The Company as a lessee
The Company rents its office space for terms of less than one year and
recognises the rental agreement as an operating lease and expenses the lease
costs to profit or loss.
h. Financial instruments
i. Recognition and derecognition
Financial assets and financial liabilities are recognised when the Group becomes
a party to the contractual provisions of the financial instrument. Financial
assets are derecognised when the contractual rights to the cash flows from the
financial asset expire, or when the financial asset and substantially all the
risks and rewards are transferred. A financial liability is derecognised when it
is extinguished, discharged, cancelled or expires.
ii. Classification, initial measurement and subsequent measurement of financial
assets
Financial assets, which comprise cash at bank and trade and other receivables,
are initially measured at fair value. Subsequently financial assets are
measured at amortised cost and are assessed at the end of each reporting period
for objective evidence of impairment. If objective evidence of impairment is
found an impairment loss is recognised in the statement of comprehensive income.
iii. Impairment of financial assets
The Group makes use of a simplified approach in accounting for trade and other
receivables and records the loss allowance as lifetime expected credit losses.
These are the expected shortfalls in contractual cash flows, considering the
potential for default at any point during the life of the financial instrument.
In calculating the impairment loss, the Group uses its historical experience,
external indicators and forward-looking information to calculate the expected
credit losses using a provision matrix.
iv. Classification and measurement of financial liabilities
The Group's financial liabilities include trade and other payables. Financial
liabilities are initially measured at fair value. Subsequently, financial
liabilities are measured at amortised cost using the effective interest method.
All interest-related charges and, if applicable, changes in an instrument's fair
value that are reported in profit or loss are included within finance costs or
finance income.
v. Income tax
Income tax expense represents the sum of the tax currently payable and deferred
tax.
The tax currently payable is based on taxable profit for the year.
vi. Cash and cash equivalents
Cash and cash equivalents comprise cash at bank.
vii. Equity
Share capital represents the nominal value of shares that have been issued.
Share premium includes any premiums received over and above the nominal value of
the issue of share capital. Any transaction costs associated with the issuing of
shares are deducted from share premium.
The Company recognises shares to be issued under warrants issued by the Company
at the time the warrant is exercised at the price stipulated in the warrant
agreement. The maximum number of shares that can be issued under warrants
issued by the Company are included in the weighted average number of shares used
in determining diluted earnings per share.
3. Significant management judgement in applying accounting policies and
estimation uncertainty
There were no material judgements made by management in applying the accounting
policies of the Group to these financial statements.
The directors have considered going concern and the ability of the Group to meet
its liabilities and commitments as they fall due by reviewing likely cashflows
from the Group's operations post year end in light of the risks described in
note 17. These cashflows are derived from the expected revenue streams from
sales and marketing agreements signed with customers since the year end for the
Langaroo application as well as sales, marketing and distribution agreements
signed with customers during the period. The directors consider that the Group
will continue to produce positive cashflows over the next 12 months as it has
done since the period end and therefore the going concern basis of preparing
these consolidated financial statements appropriate.
4. New or revised Standards or Interpretations
At the date of authorisation of these Consolidated Financial Statements, several
new, but not yet effective, Standards and amendments to existing Standards, and
Interpretations have been published by the IASB. None of these Standards or
amendments to existing Standards have been adopted early by the Group.
Management anticipates that all relevant pronouncements will be adopted for the
first period beginning on or after the effective date of the pronouncement. New
Standards, amendments and Interpretations not adopted in the current year have
not been disclosed as they are not expected to have a material impact on the
Group's consolidated financial statements.
5. Administration expenses
Administration expenses comprise:
2023
USD
Director remuneration (see Note 15) 299,140
Other wages and staff costs 40,385
Legal and professional fees 132,709
Advertising and marketing 116,379
Audit and accounting 24,200
Other operating expenses 67,578
680,391
6. Taxation
The Company is taxed at the company standard rate of 0% under the Income Tax
(Zero Ten) (Guernsey) Law, 2007. The subsidiary is taxed at the UK small
companies rate and has nil taxable profits or liability.
7. Earnings per share
Earnings per share, both the basic and diluted earnings per share, have been
calculated using the profit attributable to shareholders of the Company as the
numerator, ie no adjustments to profit were necessary. The reconciliation of the
weighted average number of shares for the purposes of diluted earnings per share
to the weighted average number of ordinary shares used in the calculation of
basic earnings per share is as follows:
2023
Weighted average number of shares used in basic earnings per share 88,236,426
Weighted average number of warrants issued 3,882,433
Weighted average number of shares used in diluted earnings per share 92,118,859
8. Interests in subsidiaries
On 22 March 2023, the Company acquired the entire share capital of Inteliqo
Marketing Limited which is registered in England and Wales. The acquisition was
made to support the Company's treasury function and the principal activity of
Inteliqo Marketing Limited is to hold bank accounts and collect and pay out the
proceeds of transactions on behalf of the Company and it does not operate in its
own right. As the company does not meet the criteria as set out in IFRS 3 to be
defined as a business the purchase has been recognised in these accounts as an
asset acquisition and the acquisition cost of $1,209 has been allocated to the
assets categories of the subsidiary as at 31 March 2023.
9. Office equipment
2023
USD
Additions 2,831
Depreciation during the period (465)
Net book value at 31 March 2023 2,366
10. Trade and other receivables
2023
USD
Unpaid share capital 1,234
Prepayments and other receivables 31,636
32,870
11. Cash and cash equivalents
2023
USD
USD 9,608
GBP 179,554
189,162
12. Trade and other payables
2023
USD
Trade payables 45,880
Tax and social security 24,509
Accruals and other payables 24,199
94,588
Trade payables at 31 March 2023 include USD45,781 denominated in foreign
currencies.
13. Share capital and share premium
The issued share capital of the Company comprises 112,500,000 ordinary shares
with par value GBP0.0001 with a historic USD nominal value of $14,188 and share
premium of $799,889 of which $1,234 was unpaid as at 31 March 2023. An
additional 25,000,000 ordinary shares with par value GBP0.0001 are authorised
but unissued bringing the total number of authorised ordinary shares to
132,500,000. All ordinary shares are equally eligible to receive dividends and
the repayment of capital and represent one vote at shareholder meetings of the
Company.
The Company has issued warrants over 4,972,500 ordinary shares, 2,250,000 of
which can be exercised at any time up to 5 August 2027 and 2,722,500 can be
exercised at any time up to 5 August 2027 on the issue of new shares. Any
shares issued under the warrants will form part of the 25,000,000 authorised but
unissued share capital.
Transaction costs of $191,483 have been accounted for as a deduction from share
premium.
14. Commitments under operating leases
The Group rents an office under an operating lease on a three month rolling
basis with a one month notice period. The minimum lease commitment at the
period end is GBP1,950.
15. Related party transactions
Key management of the Group are the executive and non-executive directors. Key
management personnel remuneration includes the following expenses:
2023
USD
Short-term employee benefits 61,136
Director fees 24,073
Salaries including bonuses 201,648
Social security costs 12,283
Total remuneration 299,140
During the period the Group entered into transactions with a value of $51,569
with HK4 Limited, a company in which a director, Michael Hill, is a shareholder
and director, for management consultancy services. The balance with HK4 Limited
at 31 March 2023 was nil.
HKML Limited, a company owned by a director, Michael Hill, holds shares in the
Company. HKML Limited has also entered into a revenue share agreement with the
Company since the period end.
During the period the Company paid a deposit to a 3[rd] party for a property
rented by the Company which forms part of the short term employee benefits noted
above. At 31 March 2023 the balance of the deposit was £8,850.
Devon Beaver Holdings Limited and Exe 6 Holdings Limited are companies in which
an employee, Charles Stead, is a shareholder and they hold 1,200,000 and
5,062,500 ordinary shares respectively in the Company.
16. Financial instrument risk
Risk management objectives and policies
The Group's risk management is coordinated in close cooperation with the board
of directors and focuses on actively securing the Group's short to medium-term
cash flows. The Group does not actively engage in the trading of financial
assets for speculative purposes.
The Group is exposed to foreign exchange, credit and liquidity risks in relation
to its financial instruments, bank balances and trade and other receivables and
payables.
The Group manages its foreign exchange exposure to bank balances by matching
those balances to the currencies and amounts of future liabilities.
The Group manages credit and liquidity risk by deducting payment for services
from the proceeds of its clients sales. The Group works with its customers to
ensure payment for physical goods and services is received prior to or on
delivery through advance payment and utilisation of letters of credit.
Foreign currency sensitivity
Most of the Group's sales transactions are carried out in USD and most of the
Group's expenses are in GBP. To mitigate the Group's exposure to foreign
currency risk during the period to 31 March 2023, GBP bank balances derived from
share issue proceeds were held to match the GBP liabilities of the Group as they
arose and currently no further hedging activity is undertaken. The directors
are considering hedging the anticipated GBP expenses in future periods.
Foreign currency denominated financial assets and liabilities which expose the
Group to currency risk at 31 March 2023 were GBP bank balances of USD179,554,
GBP receivables of USD32,771 and GBP payables of USD94,588 as reported to key
management translated into USD at the closing rate.
Had the USD/GBP exchange rate changed by plus or minus 25% (based on the average
market volatility in the previous year) and `all other things being equal' then
due to the matching noted above the impact on the profit for the period and
equity would have been minimal. The impact on profit for the period and equity
from changes in the carrying value of financial assets and liabilities would be
plus or minus $29,434.
17. Capital management policies and procedures
The Group's capital management objectives are to ensure the Group's ability to
continue as a going concern and to provide an adequate return to shareholders by
pricing services in a way that reflects the level of risk involved in providing
those goods and services.
The Group has carried out an assessment of the ability of the Group to continue
as a going concern as set out in note 3.
Management assesses the Group's capital requirements in order to maintain an
efficient overall financing structure. The Group manages the capital structure
and makes adjustments to it in the light of changes in economic conditions and
the risk characteristics of the underlying assets. In order to maintain or
adjust the capital structure, the Group may adjust the amount of dividends paid
to shareholders, return capital to shareholders or, issue new shares.
18. Ultimate controlling party
The ultimate controlling party of the Company is Khaleel Alawadi.
19. Post balance sheet events
There are no events after the reporting date which require amendment to or
disclosure in these financial statements.
20. Approval of Financial Statements
These consolidated financial statements were approved by the board of directors
and authorised for issue on 4 August 2023.
This information was brought to you by Cision http://news.cision.com
https://news.cision.com/inteliqo-ltd/r/audited-results,c3814493
END
(END) Dow Jones Newswires
August 08, 2023 02:00 ET (06:00 GMT)
Inteliqo (AQSE:IQO)
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Inteliqo (AQSE:IQO)
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