Interim Results

Anemoi International Ltd (AMOI) Anemoi International Ltd: Interim Results 11-Aug-2022 / 07:01 GMT/BST Dissemination of a Regulatory Announcement that contains inside information in accordance with the Market Abuse Regulation (MAR), transmitted by EQS Group. The issuer is solely responsible for the content of this announcement. Chairman’s Statement   Anemoi is pleased to announce its unaudited interim results for the six months to 30 June 2022. The first six months of 2022 were marked by changes to Swiss FINMA rules, which pushed out Institutional commitments to new technology, rampant inflation with the prospect of Central Bank over-tightening and the prospect of recession. During the period under review, id4 operated slightly above budgeted expectations for revenue and costs came in under budget. Having said that sales conversion-times are slow, and the Board considers it imprudent to embark on geographic expansion until id4 has shown accelerated traction in its domestic market (Switzerland). On a positive note, current customers are expanding their commitment to id4 and the company currently has 19 offers in front of potential customers and 2 further offers agreed. With the FINMA rules in principal benefitting new technology providers and the healthy sale-pipeline with imminent completion of 50% of the offers, the Board would hope that H2 2022 should show significant operational and financial improvement. The principal risks and uncertainties for the remaining six months of 2022 revolve around the effects of the predicted recession and inflation noted above. It is felt that the id4 product is protected in many ways from recession due to the legal regulatory requirements that is met by the software, however the Board continue to engage in cost saving reviews to ensure that the going concern considerations of the Group remain long term. This condensed consolidated interim financial report for the half-year reporting period ended 30 June 2022 has been prepared in accordance with Accounting Standard IAS 34 Interim Financial Reporting. The interim report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 31 December 2021 and any public announcements made by Anemoi International Ltd during the interim reporting period. The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period. Duncan Soukup Chairman Anemoi International Ltd 10 August 2022 Responsibility Statement We confirm that to the best of our knowledge: a)    the condensed set of financial statements has been prepared in accordance with IAS 34 'Interim Financial Reporting'; b)    the interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); and c)    the interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties' transactions and changes therein). Cautionary statement This Interim Management Report (IMR) has been prepared solely to provide additional information to shareholders to enable them to assess the Company’s strategy and the potential for that strategy to succeed. The IMR should not be relied on by any other party or for any other purpose. Duncan Soukup Chairman Anemoi International Ltd 10 August 2022   Unaudited Condensed Statement of Income For the six months ended 30 June 2022 6 Months to 6 Months to Year Ended Jun 2022 Jun 2021 Dec 2021 GBP GBP GBP Note Unaudited Unaudited Audited Continuing Operations Revenue 45,355 - 5,603 Cost of sales (24,070) - (3,525) Gross profit 21,285 - 2,078 Administrative expenses excluding exceptional costs (371,399) (115,014) (160,880) Exceptional administration costs (58,166) - (445,796) Total administrative expenses (429,565) (115,014) (606,676) Operating loss before depreciation (408,280) (115,014) (604,598) Depreciation and Amortisation 4 (42,131) - (3,874) Impairment - - - Operating loss (450,411) (115,014) (608,472) Net financial income/(expense) 3 (384) (7,855) 4,942 Profit/(loss) before taxation (450,795) (122,869) (603,530) Taxation (685) - - Profit/(loss) for the period (451,480) (122,869) (603,530) Earnings per share - GBP pence (using weighted average number of shares) Basic and Diluted (0.29) (0.38) (1.55) Basic and Diluted 6 (0.29) (0.38) (1.55) Unaudited Condensed Statement of Comprehensive Income For the six months ended 30 June 2022 6 Months to 6 Months to Year Ended Jun 2022 Jun 2021 Dec 2021 GBP GBP GBP Unaudited Unaudited Audited Loss for the financial year (451,480) (122,869) (603,530) Other comprehensive income: Exchange differences on re-translating foreign operations 197,530 (13,563) (11,779) Total comprehensive income (253,950) (136,432) (615,309) Attributable to: Equity shareholders of the parent (253,950) (136,432) (615,309) Total Comprehensive income (253,950) (136,432) (615,309) Unaudited Condensed Statement of Financial Position As at 30 June 2022 As at As at As at Jun 2022 Jun 2021 Dec 2021 GBP GBP GBP Note Unaudited Unaudited Audited Assets Non-current  assets Goodwill 4 1,462,774 - 1,462,774 Intangible assets 4 1,429,975 - 1,299,266 Property, plant and equipment 4 10,439 - 10,146 Total non-current assets 2,903,188 - 2,772,186 Current assets Trade and other receivables 333,461 7,403 628,636 Cash and cash equivalents 2,464,317 1,095,868 2,734,633 Total current assets 2,797,778 1,103,271 3,363,269 Liabilities Current liabilities Trade and other payables 526,991 76,752 729,724 Total current liabilities 526,991 76,752 729,724 Net current assets 2,270,787 1,026,519 2,633,545 Non-current liabilities Long term debt 5 - 229,673 - Total non-current liabilities - 229,673 - Net assets 5,173,975 796,846 5,405,731 Shareholders’ Equity Share capital 7 117,750 1,044,855 117,750 Share premium 5,768,771 - 5,768,771 Preference shares 246,096 - 246,096 Other Reserves 74,330 74,330 74,330 Foreign exchange reserve 217,335 (4,173) (2,389) Retained earnings (1,250,307) (318,166) (798,827) Total shareholders' equity 5,173,975 796,846 5,405,731 Total equity 5,173,975 796,846 5,405,731 These financial statements were approved by the board 10 August 2022 Signed on behalf of the board by:   Duncan Soukup Unaudited Condensed Statement of Cash Flows For the six months ended 30 June 2022 6 Months to 6 Months to Year ended Jun 2022 Jun 2021 Dec 2021 GBP GBP GBP Notes Unaudited Unaudited Audited Cash flows from operating activities Profit/(Loss) for the period (450,411) (115,014) (608,472) (Increase)/decrease in trade and other receivables 295,175 (7,403) - (Decrease)/increase in trade and other payables (202,733) 55,650 (47,914) Net exchange differences (35,837) - 19,688 Depreciation 4 42,131 - 3,874 Cash generated by operations (351,675) (66,767) (632,824) Taxation (685) - Net cash flow from operating activities (352,360) (66,767) (632,824) Cash flows from investing activities Acquisition of subsidiary - - 18,333 Purchase of intangible assets 4 (115,456) - - Net cash flow in investing activities - continuing operations (115,456) - 18,333 Cash flows from financing activities Interest paid (44) (8,922) (14,632) Interest received 14 - - Issue of ordinary share capital 7 - 240,000 2,415,000 Parent company loan issuance/(repayment) - 65,411 81,893 Net cash flow from financing activities (30) 296,489 2,482,261 Net increase in cash and cash equivalents (467,846) 229,722 1,867,770 Cash and cash equivalents at the start of the period 2,734,633 878,642 878,642 Effects of foreign exchange rate changes 197,530 (12,496) (11,779) Cash and cash equivalents at the end of the period 2,464,317 1,095,868 2,734,633 Unaudited Condensed Statement of Changes in Equity For the six months ended 30 June 2022 Attributable to owners of the Company Total Share Share Preference Other Foreign Exchange Retained Shareholders Capital Premium Shares Reserves Reserves Earnings Equity £ £ £ £ £ £ £ Balance as at 31 December 2020 804,855 - - 74,330 9,390 (195,297) 693,278 Issuance of Share Capital 240,000 - - - - - 240,000 Total comprehensive income for the period - - - - (13,563) (122,869) (136,432) Balance as at 30 June 2021 1,044,855 - - 74,330 (4,173) (318,166) 796,846 Issuance of Preference shares - - 246,096 - - - 246,096 Conversion of Share Capital to par value (1,018,479) 1,018,479 - - - - - Acquisition of Subsidiary 50,386 2,616,280 - - - - 2,666,666 Issuance of Share Capital 40,988 2,134,012 - - - - 2,175,000 Foreign Exchange on translation - - - - 1,784 - 1,784 Total comprehensive income for the period - - - - - (480,661) (480,661) Balance as at 31 December 2021 117,750 5,768,771 246,096 74,330 (2,389) (798,827) 5,405,731 Foreign Exchange on translation - - - - 22,194 - 22,194 Total comprehensive income for the period - - - - 197,530 (451,480) (253,950) Balance as at 30 June 2022 117,750 5,768,771 246,096 74,330 217,335 (1,250,307) 5,173,975 Notes to the Condensed Financial Information 1  General information Anemoi International Ltd (the “Company”) is a British Virgin Island (“BVI”) International business company (“IBC”), incorporated and registered in the BVI on 6 May 2020. The Company is a holding company actively seeking investment opportunities.  id4 AG is a wholly owned subsidiary of Anemoi and was formed as part of the merger of the former id4 AG (“id4”) with and into its parent, Apeiron Holdings AG on 14 September 2021. id4 was incorporated and registered in the Canton of Lucerne in Switzerland in April 2019 whilst Apeiron Holdings AG was incorporated and registered in December 2018. Following the merger, Apeiron Holdings AG was renamed id4 AG. On the 17th December 2021, the entire share capital of id4 AG was purchased by Anemoi International Ltd. 2 Significant Accounting policies The Group financial statements consolidate those of the Company and its subsidiaries (together referred to as the “Group”).  The Group prepares its accounts in accordance with applicable UK Adopted International Accounting Standards “IFRS”. The financial statements are expressed in GBP. The accounting policies applied by the Company in this unaudited consolidated interim financial information are the same as those applied by the Company in its consolidated financial statements as at 31 December 2021. The financial information has been prepared under the historical cost convention, as modified by the accounting standard for financial instruments at fair value. 2.1  Basis of preparation The condensed consolidated interim financial information for the six months ended 30 June 2022 has been prepared in accordance with International Accounting Standard No. 34, ‘Interim Financial Reporting’. They do not include all of the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Company as at and for the year ended 31 December 2021. These condensed interim financial statements for the six months ended 30 June 2022 are unaudited and do not constitute full accounts. The independent auditor’s report on the 2021 financial statements was not qualified. 2.2  Going concern   The financial information has been prepared on the going concern basis as management consider that the Company has sufficient cash to fund its current commitments for the foreseeable future. 3  Net Financial Expense Six months Six months Year ended ended ended 30 Jun 22 30 Jun 21 31 Dec 21 Unaudited Unaudited Audited £ £ £ Loan interest expense 44 8,906 14,616 Bank interest expense - 16 16 Bank interest income (14) - - Foreign currency (gains)/losses 354 (1,067) (19,574) 384 7,855 (4,942) 4  Earnings per share   Six months Six months Year ended ended ended 30 Jun 22 30 Jun 21 31 Dec 21 Unaudited Unaudited Audited £ £ £ The calculation of earnings per share is based on the following loss attributable to ordinary shareholders and number of shares: Loss for the period (451,480) (122,869) (603,530) Weighted average number of shares of the Company 157,041,665 32,500,000 38,933,104 Earnings per share: Basic and Diluted (pence) (0.29) (0.38) (1.55) Number of shares outstanding at the period end: 157,041,665 35,999,999 157,041,665 Number of shares in issue Opening Balance 157,041,665 30,000,000 30,000,000 Issuance of Share Capital - 5,999,999 127,041,665 Basic number of shares in issue 157,041,665 35,999,999 157,041,665     5  Non-current assets   Plant Intangible and Total Goodwill Assets Equipment Cost GBP GBP GBP GBP Cost at 1 January 2022 2,791,454 1,462,774 1,316,819 11,861 FX movement 61,228 - 60,444 784 2,852,682 1,462,774 1,377,263 12,645 Additions 115,456 115,456 Cost at 30 June 2022 2,968,138 1,462,774 1,492,719 12,645 Depreciation Depreciation at 1 January 2022 19,268 - 17,553 1,715 FX movement - 19,268 - 17,553 1,715 Charge for the period on continuing operations 42,131 - 41,772 359 FX movement 3,551 - 3,419 132 Depreciation at 30 June 2022 64,950 - 62,744 2,206 Closing net book value at 30 June 2022 2,903,188 1,462,774 1,429,975 10,439 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 30 June 2022 is considered by the directors to be fairly represented by the value in use of the CGU, which supports the view that the goodwill is not impaired. Given the early stage of the development post acquisition and sales pipeline alongside no other indications of impairment, the directors do not consider there to be any indication that the goodwill is impaired. 6  Borrowings As at As at As at 30 Jun 22 30 Jun 21 31 DAec 21 Unaudited Unaudited Audited Non-current liabilities £ £ £ Convertible loan note drawdown - 218,453 - Interest accrued - 11,220 - Total Borrowing - 229,673 - In October 2020 the Company issued 10% cumulative convertible loan notes in integral multiples of USD$1.00 for a total of USD$350,000. As at the December 2020, USD$3,063 of interest had been accrued on a drawn down balance of USD$221,139. 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. 7  Share Capital As at As at As at 30 Jun 22 30 Jun 21 31 Dec 21 Unaudited Unaudited Audited £ £ £ Authorised share capital: Unlimited ordinary shares of $0.001 each - - - Fully subscribed shares 29,950,000 ordinary shares of $0.04 each 1,200,000 1,200,000 1,200,000 Exchange rate adjustment   1.3649   1.3649   1.3649 29,950,000 ordinary shares in GBP 879,185 879,185 879,185 Placing 5,999,999 ordinary shares of £0.04 240,000 240,000 240,000 Conversion of shares to par value of $.0001 at rate of 1.3649 (1,092,810) - (1,092,810) Issuance of 66,666,666 shares for acquisition of id4 AG 50,387 - 50,387 Placing of 54,375,000 shares of $0.001 40,988 - 40,988 Less fair value of options and warrants - (74,330) - Total 117,750 1,044,855 117,750 Number Number Number of shares of shares of shares Fully subscribed shares 157,041,665 35,999,999 157,041,665 Balance at close of period 157,041,665 35,999,999 157,041,665 Under the Company’s articles of association, the Board is authorised to offer, allot, grant options over or otherwise dispose of any unissued shares. Furthermore, the Directors are authorised to purchase, redeem or otherwise acquire any of the Company’s own shares for such consideration as they consider fit, and either cancel or hold such shares as treasury shares. The directors may dispose of any shares held as treasury shares on such terms and conditions as they may from time to time determine. Further, the Company may redeem its own shares for such amount, at such times and on such notice as the directors may determine, provided that any such redemption is pro rata to each shareholders’ then percentage holding in the Company. On the 14th April 2021, a total of 5,999,999 new DIs (the "Placing DIs") were placed by at a price of £0.04 per Placing DIs (the "Placing") with existing and new investors ("Placees") raising gross proceeds of approximately £240,000. The Placing DIs represent Ordinary Shares representing 20 per cent. of the Ordinary Share capital of the Company prior to the Placing. On the 16th August 2021 the Board announced that the par value of its issued and outstanding ordinary shares of no par value had changed to US$0.001 per Ordinary Share. The total number of issued shares with voting rights remained unchanged at 35,999,999 Ordinary Shares. Aside from the change in nominal value, the rights attaching to the Ordinary Shares (including all voting and dividend rights and rights on a return of capital) remained unchanged. On the 17th December 2021, following the acquisition of id4 AG, 66,666,666 New Ordinary Shares of $0.001 were issued to the shareholders of id4 in settlement of consideration for the acquisition and the Company was readmitted to trading on the London Stock Exchange. On the 17th December 2021, alongside the acquisition of id4 AG, 54,375,000 New Ordinary Shares of $0.001 were issued in a further placing with existing and new investors, raising a total of £2,175,000.   8  Related Party Transactions Thalassa Holdings Ltd, which holds shares in the Group is related by common control through the Chairman, Duncan Soukup. Thalassa Holdings Ltd invoiced the Group for administration costs totalling £8,709 (June 2021:£37,293, Dec 2021: £48,302)). At the period end the balance owed to Thalassa totalled £340,768 (June 2021: £26,147, Dec 2021: £360,264. Consultancy and administrative services were accrued on behalf of a company in which the Chairman has a beneficial interest, the Group were invoiced £77,556 of fees in the period (Jun 2021: £9,525. Dec 2021:£19,263). Athenium Consultancy Ltd, a company controlled by the Director, Tim Donell, and in which the Group owns shares invoiced the group for financial and corporate administration services totalling £75,000 for the period (Jun 2021: nil, Dec 2021: nil). 9  Subsequent events There were no subsequent events to report 10  Copies of the Interim Report The interim report is available on the Company’s website: www.anemoi-international.com.

ISIN:	VGG0419A1057
Category Code:	IR
TIDM:	AMOI
LEI Code:	213800MIKNEVN81JIR76
OAM Categories:	1.2. Half yearly financial reports and audit reports/limited reviews
Sequence No.:	180577
EQS News ID:	1417919

End of Announcement	EQS News Service