Anemoi International Ltd (AMOI) Anemoi International Ltd: Final
Results for the Year ended 31 December 2021 09-Jun-2022 / 15:19
GMT/BST Dissemination of a Regulatory Announcement that contains
inside information according to REGULATION (EU) No 596/2014 (MAR),
transmitted by EQS Group. The issuer is solely responsible for the
content of this announcement.
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The information set out below is extracted from the Company's
Report and Accounts for the year ended 31 December 2021, which will
be published today on the Company's website
www.anemoi-international.com. A copy will also be submitted to the
National Storage Mechanism where it will be available for
inspection. Cross-references in the extracted information below
refer to pages and sections in the Company's Report and Accounts
for the year ended 31 December 2021. 2021 HIGHLIGHTS Group Results
2021 versus 2020 GBP
. Group Operating Loss for the year GBP(0.6)m vs. GBP(0.2)m
. Group Loss before taxation for the year GBP(0.6)m vs.
GBP(0.2)m
. Group Earnings Per Share (basic and diluted)*1 GBP(0.02) vs.
GBP(0.01)
. Book value per share*2 GBP0.03 vs. GBP0.02
. Net Cash GBP2.7m vs. GBP0.9m
*1 based on weighted average number of shares in issue of
38,933,104 (2020: 30,000,000)
*2 based on actual number of shares in issue as at 31 December
2021 of 157,041,665 (2020: 30,000,000) 2021 HIGHLIGHTS
-- Acquisition of id4 AG
The acquisition of id4 AG and readmission of the Company to
trading on the London Stock Exchange was completed on 17 th
December 2021.
-- id4 AG
For id4 itself, the continued successful rollout of the platform
alongside the signing of new contracts with a number of private
Swiss institutions was completed during the year with alongside a
developing pipeline, post take over.
In 2020, the company won the Best Compliance Solution Award at
the WealthBriefing Swiss Awards and in 2021 was awarded the coveted
Most Innovative Solution at the WealthBriefing Swiss Awards.
id4 also secured significant recognition with its acceptance to
the Regtech 100 in 2020 - an annual list of 100 of the world's most
innovative RegTech companies selected by a panel of industry
experts and analysts.
id4 AG is incorporated in the Canton of Lucerne, Switzerland.
The company is led by a team of experienced professionals with 40+
years of combined in-house and agency experience in delivering AML
and KYC digital solutions for financial institutions. CHAIRMAN'S
STATEMENT
As previously reported, following the Company's recent
acquisition of id4, commensurate fund raising, the board
immediately reviewed operations as a result of Covid-19, war in
Ukraine and the recent City-wide shut downs in China. As a result
of the review, decisions were taken to cut costs, reconfigure the
Company's software, which will have a short-term negative impact on
margins but should, over time, secure the Company's independence
and boost margins. The board has also implemented a revised
strategy to accelerate sales growth, which is showing immediate
positive potential. In the past couple of weeks, id4 has issued
offers for 13 new revenue sources and brought on 12 potential new
clients, all of which are now testing the id4's KYC/AML solution
"ID & Verification (ID&V)". Two of these potential clients
have also expressed interest in testing id4's expanded solution
"Anti-Money Laundering (AML) solution".
The Company is now well funded and the Company's cost structure
has been reduced to reflect the board's view of the potential for
further economic pain, as interest rates are raised in an effort to
combat rampant inflation.
I would like to also take this opportunity to welcome Mr Kenneth
Morgan to the Board and to thank Shareholders for their support in
these difficult times.
Duncan Soukup
Chairman
9 June 2022 DIRECTORS' REPORT
The Directors present their report and the audited financial
statements for the period ended 31 December 2021
BUSINESS REVIEW AND PRINCIPAL ACTIVITIES
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.
id4 AG 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.
DIRECTORS AND DIRECTORS' INTERESTS
The Directors of the Company who held office during the year and
to date, including details of their interest in the share capital
of the Company, are as follows:
Name
Date Appointed Date Resigned Shares held
Executive Director
C Duncan Soukup 6 May 2020 7,025,142
T Donell 17 December 2021 -
R Schimmel 17 December 2021 28 February 2022 -
Non-Executive Directors
Gareth Edwards 14 August 2020 7 February 2022 -
Luca Tomasi 5 July 2021 -
Kenneth Morgan 24 May 2022 -
Company Secretary Charles Duncan Soukup
Registered Agent Hatstone Trust Company (BVI) Limited, Folio
Chambers, PO Box 800,Road Town, Tortola, British Virgin Islands
Registered Office Folio Chambers, PO Box 800, Road Town,
Tortola, British Virgin Islands
Auditor Jeffreys Henry Audit Limited 5-7 Cranwood St, Old
Street, London, EC1V 9EE
Reporting Accountants Jeffreys Henry Audit Limited, 5-7 Cranwood
St, Old Street, London, EC1V 9EE
RELATED PARTY TRANSACTIONS
Details of all related party transactions are set out in note 17
to the financial statements.
OPERATIONAL RISKS
The directors recognise that commercial activities invariably
involve an element of risk. A number of the risks to which the
business is exposed, such as the condition of the UK and Swiss
domestic economies in relation to asset management and investment
in systems, are beyond the Company's influence. However, such risk
areas are monitored and appropriate mitigating action, such as
reviewing the substance and timing of the Company's operational
plans, is taken wherever practicable in response to significant
changes. The directors consider the risk areas the Company is
exposed to in the light of prevailing economic conditions and the
risk areas set out in this section are subject to review.
In relation to asset management, the Company's approach to risk
reflects the Company's granular business model and position in the
market and involves the expertise of its directors, management and
third-party advisers. Operational progress and key investment and
disposal decisions are considered in regular management team
meetings as well as being subject to informal peer review.
Higher level risks and financial exposures are subject to
constant monitoring. Major investment and disposal decisions are
subject to review by the directors in accordance with a protocol
set by the Board.
The Company is dependent upon the Directors, and in particular,
Mr C. Duncan Soukup, who serves as the Chairman, to identify
potential acquisition opportunities and to execute any acquisition.
The unexpected loss of the services of Mr Soukup or the other
Directors could have a material adverse effect on the Company's
ability to identify potential acquisition opportunities and to
execute an acquisition.
The Company may invest in or acquire unquoted companies, joint
ventures or projects which, amongst other things, may be leveraged,
have limited operating histories, have limited financial resources
or may require additional capital.
FINANCIAL RISKS
Details of the financial instrument risks and strategy of the
Company are set out in note 19.
RISKS AND UNCERTAINTIES
A summary of the key risks and mitigation strategies is
below:
Risk Mitigation
Insufficient cash resources to meet Short term and annual business plans are prepared and are
1. liabilities, continue as a going concern and reviewed on an ongoing basis.
finance key projects.
Loss of key management/staff resulting in Regular review of both the Board's and key management's
2. failure to identify and secure potential abilities. Review of salaries and benefits including long
investment opportunities and meet contractual term incentives and ongoing communication with key
requirements. individuals.
Failure to maintain strong and effective The Board and senior management seek to establish and
3. relations with key stakeholders in maintain an open and transparent dialogue with key
investments resulting in loss of contracts or stakeholders.
value.
Key management are professionally qualified. In addition
4. Failure to comply with law and regulations in the Company appoints relevant professional advisers (legal,
the jurisdictions in which we operate. tax, accounting etc) in the jurisdictions in which we
operate.
The Group is currently poised to take advantage of
Significant changes in the political disruption to the global economy with a low cost base and
5. environment, including the impact of Covid-19 flexibility to scale up as and when the economy recovers.
and the Ukraine conflict, results in loss of
resources/market and/or business failure. Increased focus on compliance within the financial
investment world will benefit the company long term.
The Company seeks to comply with all legal requirements and
Death, illness or serious business disruption guidance within the various territories in which it
6. due to COVID-19 or other pandemics. operates. The Board aims to take all reasonable steps to
protect its employees, suppliers and customers, whilst
safeguarding its business interests.
DIRECTORS' RESPONSIBILITIES
The Directors have elected to prepare the financial statements
for the Company in accordance with UK Adopted International
Accounting Standards ("IFRS").
The Directors are responsible for keeping proper accounting
records which disclose with reasonable accuracy at any time the
financial position of the Company, for safeguarding the assets and
for taking reasonable steps for the prevention and detection of
fraud and other irregularities.
International Accounting Standard 1 requires that financial
statements present fairly for each financial period the Company's
financial position, financial performance and cash flows. This
requires the faithful representation of the effects of
transactions, other events and conditions in accordance with the
definitions and recognition criteria for assets, liabilities,
income and expenses set out in the International Accounting
Standards Board's 'Framework for the preparation and presentation
of financial statements'. In virtually all circumstances, a fair
presentation will be achieved by compliance with all applicable
International Financial Reporting Standards as adopted by the
European Union. A fair presentation also requires the Directors
to:
-- select and apply appropriate accounting policies;
-- present information, including accounting policies, in a
manner that provides relevant,reliable, comparable and
understandable information;
-- provide additional disclosures when compliance with the
specific requirements in UK adoptedIFRSs is insufficient to enable
users to understand the impact of particular transactions, other
events and conditions on the entity's financial position and
financial performance; and
-- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business.
All of the current Directors have taken all the steps that they
ought to have taken to make themselves aware of any information
needed by the Company's auditors for the purposes of their audit
and to establish that the auditors are aware of that information.
The Directors are not aware of any relevant audit information of
which the auditors are unaware.
The financial statements are published on the Group's website.
The maintenance and integrity of the Group's website is the
responsibility of the Directors. The Directors' responsibility also
extends to the ongoing integrity of the financial statements
contained therein
AGM
The Annual General Meeting will be held at Anjuna, 28 Avenue de
la Liberté, 06360 Éze France on 28 June 2022at 10.30 (CEST). A
notice of the meeting is attached to this Annual Report.
AUDITORS
A resolution to confirm the appointment of Jeffreys Henry Audit
Limited as the Company's auditors will be submitted to the
shareholders at the Annual General Meeting.
Approved by the Board and signed on its behalf by
C.Duncan Soukup
Chairman
9 June 2022 CORPORATE GOVERNANCE STATEMENT
Anemoi International Ltd ("Anemoi" or the "Company") is a
company registered on the Main Market of the London Stock
Exchange.
The Company is subject to, and complies with, the relevant
Financial Conduct Authority's ("FCA") Listing Rules ("Listing
Rules"), the Market Abuse Regulation and the Disclosure Guidance
and Transparency Rules of the Financial Conduct Authority.
On 17 December 2021 the Company confirmed its shares were
re-admitted to trading on the London Stock Exchange's main market.
The Board recognises the importance and value for the Company and
its shareholders of good corporate governance. The Company
Statement on Corporate Governance is in full below.
Board Overview
In formulating the Company's corporate governance framework, the
Board of Directors have reviewed the principles of good governance
set out in the QCA code (the Corporate Governance Code for Small
and Mid-Sized Quoted Companies 2018 published by the Quoted
Companies Alliance) so far as is practicable and to the extent they
consider appropriate with regards to the Company's size, stage of
development and resources. However, given the modest size and
simplicity of the Company, at present the Board of Directors do not
consider it necessary to adopt the QCA code in its entirety but
does apply the principles, as set out below.
The purpose of corporate governance is to create value and
long-term success of the Group through entrepreneurism, innovation,
development and exploration as well as provide accountability and
control systems to mitigate risks involved.
Composition of the Board and Board Committees
As at the date of this report, the Board of Anemoi International
Ltd comprises of two Executive Directors and two Non-Executive
Directors.
Board Balance
The current Board membership provides a balance of industry and
financial expertise which is well suited to the Group's activities.
This will be monitored and adjusted to meet the Group's
requirements. The Board is supported by the Audit Committee,
Remuneration Committee and Regulatory Compliance Committee, all of
which have the necessary character, skills and knowledge to
discharge their duties and responsibilities effectively.
Further information about each Director may be found on the
Company's website at https://anemoi-international.com/
investor-relations/board-of-directors/. The Board seeks to ensure
that its membership has the skills and experience that it requires
for its present and future business needs.
The Board has a procedure allowing Directors to seek independent
professional advice in furtherance of their duties, at the
Company's expense.
Re-election of Directors
In line with the UK Corporate Governance Code, all Directors are
subject to re-election each year, subject to satisfactory
performance.
Board and Committee Meetings
The Board meets sufficiently regularly to discharge its duties
effectively with a formal schedule of matters specifically reserved
for its decision.
Due to the short period of time following the completion of the
re-listing and the period end, the Board as it stands did not need
to meet. However during the period prior to the relisting and the
previous Board composition the Board met on a number of occasions
in order to conduct the activity required of the business. During
the acquisition of id4 AG and subsequent relisting, the Board met
on a weekly basis, The majority of the meetings were on an informal
and operational basis with the conclusions appropriately
documented.
Audit committee
During the financial period to 31 December 2021, the Audit
Committee consisted of Luca Tomasi (Chairman) and Gareth
Edwards.
The key functions of the audit committee are for monitoring the
quality of internal controls and ensuring that the financial
performance of the Group is properly measured and reported on and
for reviewing reports from the Company's auditors relating to the
Company's accounting and internal controls, in all cases having due
regard to the interests of Shareholders. The Committee has formal
terms of reference.
The external auditor, Jeffreys Henry Audit Limited, was
appointed at the AGM in October 2021 and has indicated its
independence to the Board.
Remuneration Committee
During the financial period to 31 December 2021, the
Remuneration Committee consisted of Luca Tomasi and Gareth Edwards
(Chairman). It is responsible for determining the remuneration and
other benefits, including bonuses and share based payments, of the
Executive Directors, and for reviewing and making recommendations
on the Company's framework of executive remuneration. The Committee
has formal terms of reference.
The remuneration committee is a committee of the Board. It is
primarily responsible for making recommendations to the Board on
the terms and conditions of service of the executive Directors,
including their remuneration and grant of options.
Statement on Corporate Governance
The corporate governance framework which Anemoi has implemented,
including in relation to board leadership and effectiveness,
remuneration and internal control, is based upon practices which
the board believes are proportionate to the risks inherent to the
size and complexity of Anemoi's operations.
The Board considers it appropriate to adopt the principles of
the Quoted Companies Alliance Corporate Governance Code ("the QCA
Code") published in April 2018. The extent of compliance with the
ten principles that comprise the QCA Code, together with an
explanation of any areas of non-compliance, and any steps taken or
intended to move towards full compliance, are set out below: 1.
Establish a strategy and business model which promote long-term
value for shareholders
The Company is a Holding Company which has in the past and will
in the future seek to acquire assets which in the opinion of the
Board should generate long term gains for its shareholders. The
current strategy and business operations of the Company are set out
in the Chairman's Statement on page 4. Shareholders and potential
investors must realise that the objectives set out in that document
are simply that; "objectives" and that the Company may without
prior notification change these objectives based upon opportunities
presented to the Board or market conditions.
The Group's strategy and business model and amendments thereto,
are developed by the Executive Chairman and his senior management
team, and approved by the Board. The management team, led by the
Executive Chairman, is responsible for implementing the strategy
and overseeing management of the business at an operational
level.
The Board is actively considering a number of opportunities and,
ultimately, the Directors believe that this approach will deliver
long-term value for shareholders. In executing the Group's
strategy, management will seek to mitigate/hedge risk whenever
possible.
As a result of the Board's view of the market, the Board has
adopted a two-pronged approach to future investments: 1.
Opportunistic: where an acquisition or investment exists because of
price dislocation(the price of a stock collapses but fundamentals
are unaffected) or where the Board identifies a special "offmarket"
opportunity; 2. Finance: The Board seeks opportunities in the
FinTech sector.
The above outlined strategy is subject to change depending on
the Board's findings and prevailing market conditions 2. Seek to
understand and meet shareholder needs and expectations
The Board believes that the Annual Report and Accounts, and the
Interim Report published at the half-year, play an important part
in presenting all shareholders with an assessment of the Group's
position and prospects. All reports and press releases are
published in the Investor Relations section of the Company's
website. 3. Take into account wider stakeholder and social
responsibilities and their implications for long-term success
The Group is aware of its corporate social responsibilities and
the need to maintain effective working relationships across a range
of stakeholder groups. These include the Group's consultants,
employees, partners, suppliers, regulatory authorities and entities
with whom it has contracted. The Group's operations and working
methodologies take account of the need to balance the needs of all
of these stakeholder groups while maintaining focus on the Board's
primary responsibility to promote the success of the Group for the
benefit of its members as a whole. The Group endeavours to take
account of feedback received from stakeholders, making amendments
where appropriate and where such amendments are consistent with the
Group's longer term strategy.
The Group takes due account of any impact that its activities
may have on the environment and seeks to minimise this impact
wherever possible. Through the various procedures and systems it
operates, the Group ensures full compliance with health and safety
and environmental legislation relevant to its activities. The
Group's corporate social responsibility approach continues to meet
these expectations. 4. Embed effective risk management, considering
both opportunities and threats, throughout the organisation
The Board is responsible for the systems of risk management and
internal control and for reviewing their effectiveness. The
internal controls are designed to manage and whenever possible
minimise or eliminate risk and provide reasonable but not absolute
assurance against material misstatement or loss. Through the
activities of the Audit Committee, the effectiveness of these
internal controls is reviewed annually.
A budgeting process is completed once a year and is reviewed and
approved by the Board. The Group's results, compared with the
budget, are reported to the Board on a regular basis.
The Group maintains appropriate insurance cover in respect of
actions taken against the Directors because of their roles, as well
as against material loss or claims against the Group. The insured
values and type of cover are comprehensively reviewed on a periodic
basis.
The senior management team meet regularly to consider new risks
and opportunities presented to the Group, making recommendations to
the Board and/or Audit Committee as appropriate.
The Board has an established Audit Committee.
The Company receives comments from its external auditors on the
state of its internal controls.
The more significant risks to the Group's operations and the
management of these have been disclosed in the Director's Report on
page 5. 5. Maintain the Board as a well-functioning, balanced team
led by the Chair
The Board currently comprises two non-executive Directors, an
executive Director and an Executive Chairman. Directors'
biographies are set out in the Board of Directors section of the
Company's website.
All of the Directors are subject to election by shareholders at
the first Annual General Meeting after their appointment to the
Board and will continue to seek re-election every year.
The Board is responsible to the shareholders for the proper
management of the Group and, in normal circumstances, meets at
least four times a year to set the overall direction and strategy
of the Group, to review operational and financial performance and
to advise on management appointments.
The Board considers itself to be sufficiently independent. The
QCA Code suggests that a board should have at least two independent
Non-executive Directors. Both of the Non-executive Directors who
sat on the Board of the Company at the year-end are regarded as
independent under the QCA Code's guidance for determining such
independence.
Non-executive Directors receive their fees in the form of a
basic cash fee based on attendance at board calls and board
meetings. Directors are eligible for bonuses. The current
remuneration structure for the Board's Non-executive Directors is
deemed to be proportionate. 6. Ensure that between them, the
directors have the necessary up-to-date experience, skills and
capabilities
The Board considers that the Non-executive Directors are of
sufficient competence and calibre to add strength and objectivity
to its activities, and bring considerable experience in technical,
operational and financial matters.
The Company has put in place an Audit Committee as well a
Remuneration Committee.
The Board regularly reviews the composition of the Board to
ensure that it has the necessary breadth and depth of skills to
support the on-going development of the Group.
The Chairman requires that the Directors' knowledge is kept up
to date on key issues and developments pertaining to the Group, its
operational environment and to the Directors' responsibilities as
members of the Board. During the course of the year, Directors
received updates from various external advisers on a number of
regulatory and corporate governance matters.
Directors' service contracts or appointment letters make
provision for a Director to seek personal advice in furtherance of
his or her duties and responsibilities. 7. Evaluate Board
performance based on clear and relevant objectives, seeking
continuous improvement
The Board's performance is measured by the success of the
Company's acquisitions and investments and the returns that they
generate for shareholders and in comparison to peer group
companies. This performance is presented in the Group's monthly
management accounts and reported, discussed and reviewed with the
Board regularly 8. Promote a corporate culture that is based on
ethical values and behaviours
The Board seeks to maintain the highest standards of integrity
and probity in the conduct of the Group's operations. These values
are enshrined in the written policies and working practices adopted
by all employees in the Group. An open culture is encouraged within
the Group. The management team regularly monitors the Group's
cultural environment and seeks to address any concerns than may
arise, escalating these to Board level as necessary.
The Group is committed to providing a safe environment for its
staff and all other parties for which the Group has a legal or
moral responsibility in this area.
Anemoi has a strong ethical culture, which is promoted by the
actions of the Board and management team. The Group has an
anti-bribery policy and would report any instances of
non-compliance to the Board. The Group has undertaken a review of
its requirements under the General Data Protection Regulation,
implementing appropriate policies, procedures and training to
ensure it is compliant. 9. Maintain governance structures and
processes that are fit for purpose and support good decision-making
by the Board
The Board has overall responsibility for promoting the success
of the Group. The Chairman has day-to-day responsibility for the
operational management of the Group's activities. The non-executive
Directors are responsible for bringing independent and objective
judgment to Board decisions. Matters reserved for the Board include
strategy, investment decisions, corporate acquisitions and
disposals.
There is a clear separation of the roles of Executive Chairman
and Non-executive Directors. The Chairman is responsible for
overseeing the running of the Board, ensuring that no individual or
group dominates the Board's decision-making and ensuring the
Non-executive Directors are properly briefed on matters. Due to its
current size, the Group does not require nor bear the cost of a
chief executive.
The Chairman has overall responsibility for corporate governance
matters in the Group but does not chair any of the Committees. The
Chairman also has the responsibility for implementing strategy and
managing the day-to-day business activities of the Group. The
Chairman is also responsible for ensuring that Board procedures are
followed and applicable rules and regulations are complied
with.
The Audit Committee normally meets at least once a year and has
responsibility for, amongst other things, planning and reviewing
the annual report and accounts and interim statements involving,
where appropriate, the external auditors. The Committee also
approves external auditors' fees and ensures the auditors'
independence as well as focusing on compliance with legal
requirements and accounting standards. It is also responsible for
ensuring that an effective system of internal control is
maintained. The ultimate responsibility for reviewing and approving
the annual financial statements and interim statements remains with
the Board.
A summary of the work of the Audit Committee undertaken in the
year ended 31 December 2021 is set out above. The Committee has
formal terms of reference, which are set out in the Board of
Directors section of the Company's website.
The Remuneration Committee, which meets as required, but at
least once a year, has responsibility for making recommendations to
the Board on the compensation of senior executives and determining,
within agreed terms of reference, the specific remuneration
packages for each of the Directors. It also supervises the
Company's share incentive schemes and sets performance conditions
for share options granted under the schemes.
A summary of the work of the Remuneration Committee undertaken
in the year ended 31 December 2021 is set out above. The Committee
has formal terms of reference.
The Directors believe that the above disclosures constitute
sufficient disclosure to meet the QCA Code's requirement for a
Remuneration Committee Report. Consequently, a separate
Remuneration Committee Report is not presented in the Group's
Annual Report.
10. Communicate how the Group is governed and is performing by
maintaining a dialogue with shareholders and other relevant
stakeholders
The Board believes that the Annual Report and Accounts, and the
Interim Report published at the half-year, play an important part
in presenting all shareholders with an assessment of the Group's
position and prospects. The Annual Report includes a Corporate
Governance Statement which refers to the activities of both the
Audit Committee and Remuneration Committee. All reports and press
releases are published in the Investor Relations section of the
Group's website.
The Group's financial reports and notices of General Meetings of
the Company can be found in the Reports and Documents section of
the Company's website. The results of voting on all resolutions in
future general meetings will be posted to this website, including
any actions to be taken as a result of resolutions for which votes
against have been received from at least 20 per cent of independent
shareholders. INDEPENT AUDITOR'S REPORT TO THE SHAREHOLDERS' OF
ANEMOI INTERNATIONAL LTD
Opinion
We have audited the consolidated financial statements of Anemoi
International Limited (the 'parent company') and its subsidiaries
(the 'group') for the year ended 31 December 2021 which comprise
the consolidated income statement, the consolidated statement of
comprehensive income, the consolidated statement of financial
position, the consolidated statement of cash flows, the
consolidated statement of changes in equity and notes to the
financial statements, including a summary of significant accounting
policies.
The financial reporting framework that has been applied in the
preparation of the group financial statements is applicable law and
UK adopted International Accounting Standards.
In our opinion:
-- the financial statements give a true and fair view of the
state of the group's affairs as at 31 December2021 and of the
group's loss for the year then ended;
-- the group financial statements have been properly prepared in
accordance with UK-adopted InternationalAccounting Standards;
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor's Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of the group
and the parent company in accordance with the ethical requirements
that are relevant to our audit of the financial statements in the
UK, including the FRC's Ethical Standard as applied to listed
public interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe
that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the
director's use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our
evaluation of the directors' assessment of the entity's ability to
continue to adopt the going concern basis of accounting included
reviews of expected cash flows for a period of 12 months, to
determine expected operating cash requirement, which was compared
to the liquid assets held in the entity.
Based on the work we have performed, we have not identified any
material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
group's ability to continue as a going concern for a period of at
least twelve months from when the financial statements are
authorised for issue.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report.
Our approach to the audit
As part of designing our audit, we determined materiality and
assessed the risks of material misstatement in the financial
statements. In particular, we looked at where the directors made
subjective judgments, for example in respect of significant
accounting estimates that involved making assumptions and
considering future events that are inherently uncertain. As in all
of our audits we also addressed the risk of management override of
internal controls, including evaluating whether there was evidence
of bias by the directors that represented a risk of material
misstatement due to fraud.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed
enough work to be able to give an opinion on the financial
statements as a whole, taking into account the structure of the
Group, the accounting processes and controls, and the industry in
which they operate.
Key audit matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) we identified, including those which had the greatest effect
on: the overall audit strategy, the allocation of resources in the
audit; and directing the efforts of the engagement team. These
matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters. This is not a
complete list of all risks identified by our audit.
Key audit matter How our audit addressed the key audit matter
Acquisition of subsidiary
Acquisition of id4 AG
In December 2021 the parent company, Anemoi International We considered whether the treatment of the transaction was
Limited, acquired the share capital of id4 AG from Thalassa in line with IFRS 3.
Holdings Limited.
The consolidation calculations were reviewed for
The initial consideration in return for the acquisition was arithmetical accuracy and agreed to key supporting
66,666,666 Ordinary shares issues at GBP0.04 per share, documentation to provide assurance that the purchase was
totaling GBP2,666,667. treated appropriately.
There is also deferred consideration of GBP2,666,666 which We assessed the accuracy of the initial recognition of the
has not been recognised as it is not expected to be paid transaction including the fair and book values of the net
given it is subject to id4 meeting certain financial assets acquired, and the goodwill recognised on the
targets over the next 5 years, which the directors do not purchase.
expect will be met.
Results of the entities were consolidated from the point of
purchase and net assets recognised on the purchase date
We have reviewed the arithmetical accuracy of the purchase
Carrying value of goodwill of id4 AG to ensure that goodwill was initially calculated
correctly.
Intangible assets relate to goodwill resulting from the
acquisition of id4 AG in December 2021. Intangibles such as goodwill are only assessed for
impairment when indicators of impairment exist. We have
At the year end, goodwill amounts to GBP1.46m (2020: GBPnil). considered the life cycle, public perception through the
share price of the Company and the fair value of
No impairment of goodwill has taken place since the intangibles held by the Company.
subsidiary was acquired.
We have also reviewed management's assessment of impairment
for reasonableness to ensure that there is not appropriate
cause to impair goodwill in the current year.
Capitalisation of development costs
During the year the Group capitalised development costs of
GBP1,316,819 (2020: GBPnil), in connection with the development We considered whether the costs met the criteria under
of software in the subsidiary id4 AG and the acquisition IAS38 for capitalisation.
thereof by Anemoi International Limited.
A sample of costs were vouched, and where allocated on a
The Directors have assessed whether the costs meet the percentage basis, the policy was assessed for
criteria for capitalization and whether there are any reasonableness.
indicators of impairment.
Our application of materiality
The scope of our audit was influenced by our application of
materiality. We set certain quantitative thresholds for
materiality. These, together with qualitative considerations,
helped us to determine the scope of our audit and the nature,
timing and extent of our audit procedures on the individual
financial statement line items and disclosures and in evaluating
the effect of misstatements, both individually and in aggregate on
the financial statements as a whole.
Based on our professional judgment, we determined materiality
for the financial statements as a whole as follows:
Group financial statements
Overall materiality GBP42,000 (2020: GBP10,000)
How we determined 5% of adjusted profit before tax.
it
Rationale for We believe that profit before tax is the primary measure used by the shareholders in assessing the
benchmark applied performance of the Group and is a generally accepted auditing benchmark.
We agreed with the Audit Committee that we would report to them
misstatements identified during our audit above GBP2,100 as well as
misstatements below those amounts that, in our view, warranted
reporting for qualitative reasons.
Other information
The directors are responsible for the other information. The
other information comprises the information included in the annual
report, other than the financial statements and our auditor's
report thereon. Our opinion on the 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 financial statements, our
responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the
audit or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a
material misstatement in the financial statements or a material
misstatement of the other information. 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 directors
As explained more fully in the directors' responsibilities
statement [set out on page 7], the directors are responsible for
the preparation of the financial statements and for being satisfied
that they give a true and fair view, and for such internal control
as the directors determine is necessary to enable the preparation
of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the 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 the parent
company or to cease operations, or have no realistic alternative
but to do so.
Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the 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 (UK) 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 financial
statements.
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including
fraud is detailed below.
The extent to which the audit was considered capable of
detecting irregularities including fraud
Our approach to identifying and assessing the risks of material
misstatement in respect of irregularities, including fraud and
non-compliance with laws and regulations, was as follows:
-- the senior statutory auditor ensured the engagement team
collectively had the appropriate competence,capabilities and skills
to identify or recognise non-compliance with applicable laws and
regulations;
-- we focused on specific laws and regulations which we
considered may have a direct material effect on thefinancial
statements or the operations of the company.
-- we assessed the extent of compliance with the laws and
regulations identified above through makingenquiries of management
and inspecting legal correspondence; and
-- identified laws and regulations were communicated within the
audit team regularly and the team remainedalert to instances of
non-compliance throughout the audit.
We assessed the susceptibility of the company's financial
statements to material misstatement, including obtaining an
understanding of how fraud might occur, by:
-- making enquiries of management as to where they considered
there was susceptibility to fraud, theirknowledge of actual,
suspected and alleged fraud;
-- considering the internal controls in place to mitigate risks
of fraud and non-compliance with laws andregulations.
To address the risk of fraud through management bias and
override of controls, we:
-- performed analytical procedures to identify any unusual or
unexpected relationships;
-- tested journal entries to identify unusual transactions;
-- assessed whether judgements and assumptions made in
determining the accounting estimates set out in Note1 were
indicative of potential bias;
-- investigated the rationale behind significant or unusual
transactions.
In response to the risk of irregularities and non-compliance
with laws and regulations, we designed procedures which included,
but were not limited to:
-- agreeing financial statement disclosures to underlying
supporting documentation;
-- reading the minutes of meetings of those charged with
governance;
-- enquiring of management as to actual and potential litigation
and claims;
-- Obtaining confirmation of compliance from the company's legal
advisors.
There are inherent limitations in our audit procedures described
above. The more removed that laws and regulations are from
financial transactions, the less likely it is that we would become
aware of non-compliance. Auditing standards also limit the audit
procedures required to identify non-compliance with laws and
regulations to enquiry of the directors and other management and
the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to
detect than those that arise from error as they may involve
deliberate concealment or collusion.
A further description of our responsibilities for the audit of
the financial statements is located on the Financial Reporting
Council's website at: www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor's report.
Other matters which we are required to address
We were appointed by the board of directors on 1 June 2020 to
audit the financial statements for the period ending 31 December
2020, and the year ended 31 December 2021.
The non-audit services prohibited by the FRC's Ethical Standard
were not provided to the group or the parent company and we remain
independent of the group and the parent company in conducting our
audit.
During the period, Jeffreys Henry Audit Limited acted as
reporting accountants for listing on LSE.
Use of this report
This report is made solely to the company's members, as a body.
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.
Sanjay Parmar
Senior Statutory Auditor
Jeffreys Henry Audit Limited
Chartered Accountants
Finsgate
5-7 Cranwood Street
London EC1V 9EE
9 June 2022 INCOME STATEMENT
for the year ended 31 December 2021
2021 2020
Note GBP GBP
Continuing Operations
Revenue 3 5,603 -
Cost of sales 3 (3,525) -
Gross profit / (loss) 2,078 -
Administrative expenses excluding exceptional costs 3 (160,880) (102,747)
Exceptional administration costs 5 (445,796) (88,817)
Total administrative expenses (606,676) (191,564)
Operating loss before depreciation (604,598) (191,564)
Depreciation and Amortisation 9 (3,874) -
Impairment - -
Operating loss 4 (608,472) (191,564)
Net financial income/(expense) 6 4,942 (3,733)
Profit/(loss) before taxation (603,530) (195,297)
Taxation 7 - -
Profit/(loss) for the period (603,530) (195,297)
Earnings per share - GBP (using weighted average number of shares)
Basic and Diluted (0.02) (0.01)
Basic and Diluted 8 (0.02) (0.01)
The notes on pages 22 to 33 form an integral part of this
financial information STATEMENT OF COMPREHENSIVE INCOME for the
year ended 31 December 2021
2021 2020
GBP GBP
Profit for the financial year (603,530) (195,297)
Other comprehensive income:
Exchange differences on re-translating foreign operations (11,779) 9,390
Total comprehensive income (615,309) (185,907)
Attributable to:
Equity shareholders of the parent (615,309) (185,907)
Total Comprehensive income (615,309) (185,907)
The notes on pages 22 to 33 form an integral part of this
financial information STATEMENT OF FINANCIAL POSITION
as at 31 December 2021
2021 2020
Note GBP GBP
Assets
Non-current assets
Goodwill 9 1,462,774 -
Intangible assets 9 1,299,266 -
Property, plant and equipment 9 10,146 -
Total non-current assets 2,772,186 -
Current assets
Trade and other receivables 10 628,636 -
Cash and cash equivalents 11 2,734,633 878,642
Total current assets 3,363,269 878,642
Liabilities
Current liabilities
Trade and other payables 12 729,724 21,101
Total current liabilities 729,724 21,101
Net current assets 2,633,545 857,541
Non-current liabilities
Long term debt 13 - 164,263
Total non-current liabilities - 164,263
Net assets 5,405,731 693,278
Shareholders' Equity
Share capital 15 117,750 804,855
Share premium 5,768,771 -
Preference shares 15 246,096 -
Other Reserves 14 74,330 74,330
Foreign exchange reserve (2,389) 9,390
Retained earnings (798,827) (195,297)
Total shareholders' equity 5,405,731 693,278
Total equity 5,405,731 693,278
The notes on pages 22 to 33 form an integral part of this
financial information
These financial statements were approved and authorised by the
board on 9 June 2022.
Signed on behalf of the board by:
C. Duncan Soukup Chairman CASH FLOW STATEMENT for the year ended
31 December 2021
Notes 2021 2020
GBP GBP
Cash flows from operating activities
Profit/(Loss) for the period before taxation (608,472) (191,564)
(Decrease)/increase in trade and other payables (47,914) 21,101
Net exchange differences 19,688 -
Depreciation 9 3,874 -
Cash generated by operations (632,824) (170,463)
Taxation - -
Net cash flow from operating activities (632,824) (170,463)
Acquisition of subsidiary net of cash at bank 16 18,333 -
Net cash flow in investing activities - continuing operations 18,333 -
Cash flows from financing activities
Interest Paid (14,632) (2,357)
Issue of ordinary share capital 2,415,000 879,185
Parent company loan issuance/(repayment) 81,893 164,263
Net cash flow from financing activities 2,482,261 1,041,091
Net increase in cash and cash equivalents 1,867,770 870,628
Cash and cash equivalents at the start of the year 878,642 -
Effects of foreign exchange rate changes (11,779) 8,014
Cash and cash equivalents at the end of the year 2,734,633 878,642
The notes on pages 22 to 33 form an integral part of this
financial information STATEMENT OF CHANGES IN EQUITY for the year
ended 31 December 2021
Attributable to owners of the
Company
Total
Share Share Preference Other Foreign Retained Shareholders
Exchange
Capital Premium Shares Reserves Reserves Earnings Equity
GBP GBP GBP GBP GBP GBP GBP
Opening Balance - - - - - - -
Issuance of Share Capital 879,185 - - - - - 879,185
Other Reserves - Warrant Options (74,330) - - 74,330 - - -
Foreign Exchange on translation - - - - 9,390 - 9,390
Total comprehensive income for the - - - - - (195,297) (195,297)
period
Balance as at 804,855 - - 74,330 9,390 (195,297) 693,278
31 December 2020
Issuance of Preference shares - - 246,096 - - - 246,096
Conversion of Share Capital to par (1,018,479) 1,018,479 - - - - -
value
Acquisition of Subsidiary 50,386 2,616,280 - - - - 2,666,666
Issuance of Share Capital 280,988 2,134,012 - - - - 2,415,000
Foreign Exchange on translation - - - - (11,779) - (11,779)
Total comprehensive income for the - - - - - (603,530) (603,530)
period
Balance as at 31 December 2021 117,750 5,768,771 246,096 74,330 (2,389) (798,827) 5,405,731
The notes on pages 22 to 33 form an integral part of this
financial information NOTES TO THE FINANCIAL STATEMENTS for the
year ended 31 December 2021 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.
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. 2. 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 principal accounting policies are summarised below. They
have been applied consistently throughout the period covered by
these financial statements
2.1 FUNCTIONAL CURRENCY
The presentational currency of the financial statements is GBP,
whereas the functional currency of the Group is US Dollars.
Transactions in foreign currencies are initially recorded in the
functional currency by applying the spot exchange rate on the date
of the transaction. Monetary assets and liabilities denominated in
foreign currencies are retranslated into the presentational
currency at the spot exchange rate on the balance sheet date. Any
resulting exchange differences are included in the statement of
comprehensive income. Non-monetary assets and liabilities, other
than those measured at fair value, are not retranslated subsequent
to initial recognition. 2.2 CHANGES IN ACCOUNTING POLICIES AND
DISCLOSURES
The Group has changed to UK Adopted International Accounting
Standards for the year ended 31 December 2021 from International
Financial Reporting Standards (IFRSs) as adopted by the European
Union for the year eded 31 December 2020.
Standards issued but not yet effective: There were a number of
standards and interpretations which were in issue during the
current period but were not effective at that date and have not
been adopted for these Financial Statements. The Directors have
assessed the full impact of these accounting changes on the
Company. To the extent that they may be applicable, the Directors
have concluded that none of these pronouncements will cause
material adjustments to the Group's Financial Statements. They may
result in consequential changes to the accounting policies and
other note disclosures. The new standards will not be early adopted
by the Group and will be incorporated in the preparation of the
Group Financial Statements from the effective dates noted
below.
The new standards include:
IFRS 16 Leases (amendments) 1 & 2
IAS 39 Financial instruments recognition and measurement 1
IFRS 9 Financial instruments (amendments) 1
IFRS 7 Financial instruments disclosures (amendments) 1
IFRS 4 Insurance contracts 1
IFRS 3 Business combinations 2
IAS 37 Provisions, contingent liabilities and contingent assets
2
IFRS 17 Insurance contracts 2
IAS 1 Presentation of financial statements 3
IAS 8 Accounting policies, changes in accounting estimates and
errors 3
1 Effective for annual periods beginning on or after 1 January
2021
2 Effective for annual periods beginning on or after 1 January
2022
3 Effective for annual periods beginning on or after 1 January
2023 2.3 JUDGEMENT AND ESTIMATES
The preparation of financial statements in conformity with IFRS
requires the Directors to make judgements, estimates and
assumptions that affect the application of policies and reported
amounts of assets, liabilities, income and expenses. The estimates
and associated assumptions are based on historical experience and
various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis of making the
judgements about carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ
from these estimates.
The estimates and underlying assumptions are reviewed on an
ongoing basis. Revisions to accounting estimates are recognised in
the period in which the estimate is revised if the revision affects
only that period, or in the period of the revision and future
periods if the revision affects both current and future
periods.
The key judgement areas relate to the carrying value of
intangible assets which are reviewed annually for indication of
impairment. Deferred consideration as per note 16 is not currently
recognised on the acquisition of .id4. AG. The deferred
consideration is contingent on the meeting of financial targets by
December 2026. The Board is still confident of meeting targets
however the length of time and nature of recurring revenue, which
form much of the financial targets, have suggested that withholding
recognition of deferred consideration until such time as greater
steps toward the targets have been made is the prudent judgement.
2.4 PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost less
depreciation and any provision for impairment. Cost includes the
purchase price, including import duties, non-refundable purchase
taxes and directly attributable costs incurred in bringing the
asset to the location and condition necessary for it to be capable
of operating in the manner intended. Cost also includes capitalised
interest on borrowings, applied only during the period of
construction.
Fixed assets are depreciated on a straight line basis between 3
and 15 years from the point at which the asset is put into use. 2.5
INTANGIBLE ASSETS
GOODWILL
Goodwill arising on an acquisition of a business is carried at
cost as established at the date of acquisition of the business (see
note 2.16) less accumulated impairment losses, if any.
For the purposes of impairment testing, goodwill is allocated to
each of the Group's cash-generating units (or groups of cash-
generating units) that is expected to benefit from the synergies of
the combination.
A cash-generating unit to which goodwill has been allocated is
tested for impairment annually, or more frequently when there is
indication that the unit may be impaired. If the recoverable amount
of the cash-generating unit is less than its carrying amount, the
impairment loss is allocated first to reduce the carrying amount of
any goodwill allocated to the unit and then to the other assets of
the unit pro rata based on the carrying amount of each asset in the
unit. Any impairment loss for goodwill is recognised directly in
profit or loss in the consolidated statement of income. An
impairment loss recognised for goodwill is not reversed in
subsequent periods.
On disposal of the relevant cash-generating unit, the
attributable amount of goodwill is included in the determination of
the profit or loss on disposal.
DEVELOPMENT COSTS
An intangible asset, which is an identifiable non-monetary asset
without physical substance, is recognised to the extent that it is
probable that the expected future economic benefits attributable to
the asset will flow to the Group and that its cost can be measured
reliably. Such intangible assets are carried at cost less
amortisation. Amortisation is charged to 'Administrative expenses'
in the Statement of Comprehensive Income on a straight-line basis
over the intangible assets' useful economic life. The amortisation
is based on a straight-line method typically over a period of 1-10
years depending on the life of the related asset.
Expenditure on research activities is recognised as an expense
in the period in which it is incurred.
Development costs are capitalised as an intangible asset only if
the following conditions are met:
. an asset is created that can be identified;
. it is probable that the asset created will generate future
economic benefit;
. the development cost of the asset can be measured
reliably;
. it meets the Group's criteria for technical and commercial
feasibility; and
. sufficient resources are available to meet the development
costs to either sell or use as an asset.
OTHER INTANGIBLE ASSETS
Other intangible assets, including patents and trademarks, that
are acquired by the Group and have finite useful lives are measured
at cost less accumulated amortisation and any accumulated
impairment losses 2.6 IMPAIRMENT OF ASSETS
An assessment is made at each reporting date of whether there is
any indication of impairment of any asset, or whether there is any
indication that an impairment loss previously recognised for an
asset in a prior period may no longer exist or may have decreased.
If any such indication exists, the asset's recoverable amount is
estimated. An asset's recoverable amount is calculated as the
higher of the asset's value in use or its net selling price.
An impairment loss is recognised only if the carrying amount of
an asset exceeds its recoverable amount. An impairment loss is
charged to the statement of income in the period in which it
arises. A previously recognised impairment loss is reversed only if
there has been a change in the estimates used to determine the
recoverable amount of an asset, however not to an amount higher
than the carrying amount that would have been determined (net of
any depreciation / amortisation), had no impairment loss been
recognised for the asset in a prior period. A reversal of an
impairment loss is credited to the statement of income in the
period in which it arises. 2.7 TAXATION
The Company is incorporated in the BVI as an IBC and as such is
not subject to tax in the BVI. Id4AG is incorporated in Switzerland
is subject to tax in the Canton of Lucerne. 2.8 FOREIGN
CURRENCY
Transactions in currencies other than the entity's functional
currency (foreign currencies) are recorded at the rate of exchange
prevailing on the dates of the transactions. At each reporting
date, monetary assets and liabilities that are denominated in
foreign currencies are retranslated at the rates prevailing on the
financial reporting date. Exchange differences arising are included
in the statement of income for the period.
Year end GBPUSD exchange rate as at 31 Dec 2021: 1.3497 (2020:
1.3649) Average GBPUSD exchange rate as at 31 Dec 2021: 1.3573
(2020: 1.2993)
Year end GBPEUR exchange rate as at 31 Dec 2021: 1.1925 (2020:
1.1130) Average GBPEUR exchange rate as at 31 Dec 2021: 1.1528
Year end GBPCHF exchange rate as at 31 Dec 2021: 1.2336 (2020:
1.2046) Average GBPCHF exchange rate as at 31 Dec 2021: 1.2191 2.9
BORROWING COSTS
Borrowing costs directly attributable to the acquisition,
construction or production of qualifying assets are added to the
cost of those assets until such a time as the assets are
substantially ready for their intended use or sale. All other
borrowing costs are recognised in profit and loss in the period
incurred. 2.10 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Financial assets and liabilities are recognised on the Group's
statement of financial position when the Group becomes party to the
contractual provisions of the instrument.
Cash and cash equivalents comprise cash in hand and demand
deposits and other short-term highly liquid investments with
maturities of three months or less at inception that are readily
convertible to a known amount of cash and are subject to an
insignificant risk of changes in value.
Trade payables are not interest-bearing and are initially valued
at their fair value and are subsequently measured at amortised
cost.
Equity instruments are recorded at fair value, being the
proceeds received, net of direct issue costs.
Share Capital - Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares
or options are shown in equity as a deduction, net of taxation,
from the proceeds.
Borrowings are initially measured at fair value and are
subsequently measured at amortised cost, plus accrued interest.
2.11 GOING CONCERN
The financial statements have been prepared on the going concern
basis as management consider that the Group will continue in
operation for the foreseeable future and will be able to realise
its assets and discharge its liabilities in the normal course of
business. The Group has fully assessed its financial commitments
and at the year end had net cash reserves of GBP0.9m.
In arriving at this conclusion management have prepared cash
flow forecasts considering operating cash flows and capital
expenditure requirements for the Group, as well as available
working capital. 3. SEGMENT INFORMATION
For the majority of the year, the Group had no operating
segments. Following the acquisition of id4 AG on 17 December 2021
the Group operated a software services segment as outlined
below.
Sale of Sale of
Total Services Goods
GBP GBP GBP
Revenue 5,603 5,603 -
Software Sales Other non-reportable segments Total
GBP GBP GBP
Segment income statement
Revenue 5,603 - 5,603
Expenses (21,556) (583,703) (605,259)
Depreciation (3,874) - (3,874)
Profit/loss before tax (19,827) (583,703) (603,530)
Attributable income tax expense - - -
Profit/loss for the period (19,827) (583,703) (603,530)
Software Sales Other non-reportable segments Total
GBP GBP GBP
Segment statement of financial position
Non-current assets 1,309,412 1,462,774 2,772,186
Current assets 295,393 3,067,876 3,363,269
Assets 1,604,805 4,530,650 6,135,455
Current liabilities 432,518 297,206 729,724
Non-current liabilities - - -
Liabilities 432,518 297,206 729,724
Net assets 1,172,287 4,233,444 5,405,731
Shareholders' equity 1,172,287 4,233,444 5,405,731
Total equity 1,172,287 4,233,444 5,405,731 4. OPERATING LOSS FOR THE PERIOD
The operating profit for the year is stated after charging:
2021 2020
GBP GBP
Wages and salaries 68,323 18,808
Social security costs 3,141 2,254
Pension costs 1,261 819
Audit fees 7,137 5,253
Legal and professional fees 50,951 74,051
Non audit fees paid to Jeffreys Henry were GBP25k (2020:GBP20k)
for acting as reporting accountants. 5. EXCEPTIONAL COSTS
2021 2020
GBP GBP
Exceptional costs
Professional fees relating to Initial Public Offering - 88,817
Professional fees relating to Acquistion of id4 AG and Relisting 445,796 -
Total Exceptional costs 445,796 88,817 6. NET FINANCIAL EXPENSE
2021 2020
GBP GBP
Bank interest payable 16 2,357
Loan interest payable 14,616 -
Foreign currency gains/(losses) (19,574) 1,376
(4,942) 3,733 7. INCOME TAX EXPENSE
2021 2020
GBP GBP
Loss before tax (603,530) (195,297)
Tax at applicable rates - -
Losses carried forward (603,530) (195,297)
- -
Total tax - -
The applicable tax rates in relation to the Group's profits are
BVI 0% and Swiss 12.3% (2020: 0% and 12.3%). 8. EARNINGS PER
SHARE
2021 2020
GBP GBP
The calculation of earnings per share is based on
the following loss attributable to ordinary shareholders and number of shares:
Profit/(loss) for the period from continuing operations (603,530) (195,297)
Profit for the period (603,530) (195,297)
Weighted average number of shares of the Company 38,933,104 30,000,000
Earnings per share:
Basic and Diluted (GBP) (0.02) (0.01)
Number of shares outstanding at the period end: 157,041,665 30,000,000
Number of shares in issue
Opening Balance 30,000,000 -
Issuance of Share Capital 127,041,665 30,000,000
Basic number of shares in issue 157,041,665 30,000,000 9. NON-CURRENT ASSETS
Plant
Intangible and
Total Goodwill Assets Equipment
2021 2021 2021 2021
Cost GBP GBP GBP GBP
Cost at 1 January 2021 - - - -
FX movement - - - -
- - - -
Additions 12,848 - 12,848 -
Acquisition of subsidiary* 2,778,606 1,462,774 1,303,971 11,861
Cost at 31 December 2021 2,791,454 1,462,774 1,316,819 11,861
Depreciation
Depreciation at 1 January - - - -
FX movement - - - -
- - - -
Charge for the year on continuing operations** 3,848 - 3,814 34
Acquisition of subsidiary 15,420 - 13,739 1,681
Depreciation at 31 December 2021 19,268 - 17,553 1,715
Closing net book value at 31 December 2021 2,772,186 1,462,774 1,299,266 10,146
*See note 16 for details of the Goodwill acquisition
**The variance to the income statement is due to the difference
in exchange between average and closing rates
For impairment testing purposes, management considers the
operations of the Group 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.
The fair value of the CGU as at 31 December 2021 is considered
by the directors to be fairly represented by the market value of
Anemoi International Limited which is determined via an active
liquid market on the Main Market of the London Stock Exchange. The
share price of Anemoi International Limited as at 31 December 2021
was 3.80p per share and there were 157,041,665 shares giving a fair
value of GBP5,967,583 substantially in excess of the Group's net
assets of GBP5,405,731, including goodwill of GBP1,462,774. The
directors have also considered the value in use of the CGU, which
also supported the view that the goodwill is not impaired.
As such, and due to the short period between acquisition and the
year end and no other indications of impairment, the directors do
not consider there to be any indication that the goodwill is
impaired. 10. TRADE AND OTHER RECEIVABLES
2021 2020
GBP GBP
Receivables 17,395 -
Prepayments 27,154 -
Other debtors* 584,087 -
Total trade and other receivables 628,636 -
*Other debtors includes a loan due from Alfalfa AG of CHF
310,000 in relation to an asset purchase from id4 AG prior to the
acquisition by the Company and GBP325,000 of placing funds which
were received on 6th January 2022. 11. CASH AND CASH
EQUIVALENTS
2021 2020
GBP GBP
Cash in the Statement of Cash Flows 2,734,633 878,642 12. TRADE AND OTHER PAYABLES
2021 2020
GBP GBP
Trade creditors 243,468 4,594
Other creditors* 322,357 -
Loans payable** 60 -
Accruals 163,839 16,507
Total trade and other payables 729,724 21,101
*Other creditors includes a balance owed to Thalassa Holdings
Ltd from the former Apeiron AG. The balance is non-interest bearing
and due to be settled within the following period.
**This is a balance owed to Thalassa Holdings Ltd from the
Company and is settled on periodic basis. 13. BORROWINGS
2021 2020
Non-current liabilities GBP GBP
Convertible loan note drawdown - 161,905
Interest accrued - 2,358
Total Borrowing - 164,263
In October 2020 the Company issued 10% cumulative convertible
loan notes in integral multiples of USDUSD1.00 for a total of
USDUSD350,000. As at the December 2020, USDUSD3,063 of interest had
been accrued on a drawn down balance of USDUSD221,139. On the 17th
December 2021, prior to the acquisition of id4 and new issuance of
shares, the loans were converted to preference shares and 334,956
shares were allotted. 14. SHARE BASED PAYMENTS
Options Outstanding
2021 2020
Number of Options Granted 1,800,000 1,800,000
Vesting Period 5 Years 5 Years
Option strike price USD0.04 USD0.04
Current share price (at granting date) USD0.04 USD0.04
Volatility 10.85% 10.85%
Risk-free interest rate 0.04% 0.04%
Life of Option 5 Years 5 Years
Fair Value USD 5,748 5,748
Fair Value GBP 4,260 4,260
Warrants Outstanding
2021 2020
Number of Options Granted 29,950,000 29,950,000
Vesting Period 5 Years 5 Years
Option strike price 3.00p 3.00p
Current share price (at granting date) 3.00p 3.00p
Volatility 10.85% 10.85%
Risk-free interest rate 0.04% 0.04%
Life of Option 5 Years 5 Years
Fair Value USD 95,638 95,638
Fair Value GBP 70,070 70,070
Total of Options and Warrants 74,330 74,330
Effective on Admission, the Company granted Thalassa options
entitling it to subscribe at par value for 1,800,000 The options
have been granted for consideration of GBP1 and the exercise price
for the options is the Subscription Price. The exercise period for
the options is 5 years from the date of Admission
In recognition of Thalassa's upfront capital commitment by way
of the Thalassa Subscription, the Company has executed a warrant
instrument and on Admission issued to Thalassa 29,950,000 warrants.
The exercise period for the warrants is 5 years from the date of
Admission and the exercise price for the warrants is the
Subscription Price.
The warrants and options have been valued at fair value using
the Black-Sholes model. 15. SHARE CAPITAL
As at As at
31 Dec 2021 31 Dec 2020
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
Exchange rate adjustment 1.3649 1.3649
29,950,000 ordinary shares in GBP 879,185 879,185
Placing 5,999,999 ordinary shares of GBP0.04 240,000 -
Conversion of shares to par value of USD.0001 at rate of 1.3649 (1,092,810)
Issuance of 66,666,666 shares for acquisition of id4 AG 50,387
Placing of 54,375,000 shares of USD0.001 40,988
Less fair value of options and warrants (74,330)
Total 117,750 804,855
Number Number
of shares of shares
Fully subscribed shares 157,041,665 29,950,000
Issued shares of no par value - 50,000
Total 157,041,665 30,000,000
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. 16. ACQUISTION OF SUBSIDIARY
The acquisition of id4 AG was completed via a reverse takeover
under the Listing Rules of the London Stock Exchange. The Company
agreed to acquire the entire issued share capital of id4 AG for
aggregate consideration of GBP5,333,333, 50% of which is payable on
completion of the Acquisition Agreement and 50% payable on a
deferred basis subject to id4 meeting certain financial targets
over the next 5 years.
The consideration payable by Anemoi was satisfied entirely by
the issue of Ordinary Shares to the Sellers at a value of GBP0.04
per share, which in the case of the Initial Consideration resulted
in the issue of 66,666,666 Ordinary Shares to the sellers as per
note 15.
The acquisition is treated as a business combination under
accounting rules and results as follows: -
GBP
Purchase Consideration
66,666,666 Ordinary shares issued @ GBP0.04 per share 2,666,667
Total fair value of consideration 2,666,667
The fair and book values of asset and liabilities recognised as a result of the acquisition are as
follows:
Intangible assets i 1,290,232
Office equipment 10,180
Cash 18,153
Trade and other receivables ii 294,678
Trade and other payables iii (421,255)
Exchange on revaluation 11,905
Net identifiable assets acquired 1,203,893
Goodwill iv 1,462,774
Net assets acquired 2,666,667 i. Intangible assets consist of development costs capitalised to date alongside the balance of net assetsfrom the merger of the former Apeiron AG and id4 AG ii. Trade and other receivables includes a loan due from Alfalfa AG of CHF 310,000 in relation to an assetpurchase from id4 AG. iii. Trade and other payables includes a balance owed to Thalassa Holdings Ltd from the former Apeiron AG.The balance is non-interest bearing and due to be settled within the following period. iv. Goodwill is attributable to the existing relationships with suppliers and customers of the acquiredbusiness and will be subject to impairment reviews throughout the course of its life. 17. RELATED PARTY TRANSACTIONS
Thalassa Holdings Ltd, which holds shares in the Company through
its subsidiary Apeiron Holdings BVI is related by common control
through the Chairman, Duncan Soukup. A portion of the staff costs
incurred by the Company are recharged from Thalassa Holdings Ltd,
at the year end GBP360,264 (2020: GBP190,793) was owed to
Thalassa.
The company was charged GBP19,263 (2020:Nil), by Fleur De Lys
Ltd, a company owned and controlled by the Chairman Duncan Soukup,
for travel and other expenses occurred in the execution of business
for the year. 18. CAPITAL MANAGEMENT
The Company's capital comprises ordinary share capital and share
premium alongside a reverse takeover reserve, currency adjustment
reserve and retained earnings. The Group's objectives when managing
capital are to provide an optimum return to shareholders over the
short to medium term through capital growth and income whilst
ensuring the protection of its assets by minimising risk. The Group
seeks to achieve its objectives by having available sufficient cash
resources to meet capital expenditure and ongoing commitments.
At 31 December 2021, the Group had capital of GBP3,942,958. The
Group does not have any externally imposed capital requirements.
19. FINANCIAL INSTRUMENTS
The Group's financial instruments comprise cash and cash
equivalents together with various items such as trade and other
receivables and trade payables etc, that arise directly from its
operations. The fair value of the financial assets and liabilities
approximates the carrying values disclosed in the financial
statements.
The main risks arising from the Group's financial instruments
are foreign exchange risk, credit risk and liquidity risk.
FOREIGN EXCHANGE RISK
The Group undertakes FOREX and asset risk management activities
from time to time to mitigate foreign exchange risk.
An increase in foreign exchange rates of 5% at 31 December 2021
would have decreased the profit and net assets by GBP130,221 (2020:
GBP59,963). A decrease of 5% would have increased profit and net
assets by GBP143,928 (2020:GBP59,963).
At 31 December 20201 38% of the Group's balances were held in
CHF, 32% in USD, 31% in GBP with 1% a short position in EUR.
CREDIT RISK
Group credit risk is limited at this early stage and not felt to
be an issue with the absence of receivables of loan provisions. The
Group continues to monitor credit risk when assessing opportunities
given the potential for exposure to geopolitical risks and the
possibility of sanctions which could adversely affect the ability
to perform operations.
LIQUIDITY RISK
The Group's strategy for managing cash is to maximise interest
income whilst ensuring its availability to match the profile of the
Group's expenditure. All financial liabilities are generally
payable within 30 days and do not attract any other contractual
cash flows. Based on current forecasts the Group has sufficient
cash to meet future obligations. 20. SUBSEQUENT EVENTS
There were no subsequent events. 21. COPIES OF THE FINANCIAL
STATEMENTS
The consolidated financial statements are available on the
Group's website: https://anemoi-international.com/. 22. CONTROLLING
PARTIES
There is no one controlling party. DIRECTORS, SECRETARY AND
ADVISERS
Directors C Duncan Soukup, Chairman
Tim Donell, Chief Financial Officer
Luca Tomasi, Independent Non-executive Director
Kenneth Morgan, Independent Non-executive Director
Registered Office Folio Chambers
P.O. Box 800, Road Town, Tortola,
British Virgin Islands
Company Secretary Charles Duncan Soukup
Broker Peterhouse Capital
3rd Floor 80 Cheapside London EC2V 6EE
Solicitors to the Company Locke Lord (UK) LLP
(as to English Law) 201 Bishopsgate, London, EC2M 3AB
Solicitors to the Company Conyers Dill & Pearman
(as to BVI Law) Romasco Place, Wickhams Cay 1 PO Box 3140
Road Town, Tortola
British Virgin Islands VG1110
Auditors Jeffreys Henry Audit Limited
Finsgate 5-7 Cranwood Street
London EC1V 9EE
Registrars Link Market Services (Guernsey Ltd)
Mont Crevelt House
Bulwer Avenue
St Sampson, Guernsey, GY2 4LH
Company websites www.anemoi-international.com
-----------------------------------------------------------------------------------------------------------------------
ISIN: VGG0419A1057
Category Code: ACS
TIDM: AMOI
LEI Code: 213800MIKNEVN81JIR76
OAM Categories: 1.1. Annual financial and audit reports
1.1. Annual financial and audit reports
Sequence No.: 167347
EQS News ID: 1372389
End of Announcement EQS News Service
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(END) Dow Jones Newswires
June 09, 2022 10:19 ET (14:19 GMT)
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