XLON:AIQ ESEF Annual Report
AIQ LIMITED (XLON:AIQ)
ESEF Annual Report
2026-03-04
For: 2025-10-31
View Original
Added on
September 22, 2026
AIQ LIMITED
(incorporated and registered under the Companies Law (as revised) of The Cayman Islands and registered
number 327983.)
Annual Report and Consolidated Financial Statements
For the year ended 31 October 2025
AIQ Limited
Annual Report 2025
Contents
Page Number
Strategic Report – Chairman’s Statement
3
Strategic Report – Executive Director’s Statement
4
Directors’ Report
8
Corporate Governance Report
12
Statement of Directors’ Responsibilities
19
Independent Auditor’s Report
20
Consolidated Statement of Comprehensive Income
24
Consolidated Statement of Financial Position
26
Consolidated Statement of Changes in Equity
27
Consolidated Statement of Cash Flows
28
Notes to the Consolidated Financial Statements
29
Company Information
49
AIQ Limited
Annual Report 2025
3
STRATEGIC REPORT – CHAIRMAN’S STATEMENT
It was another difficult year where we continued to face challenges in our markets. However, as an IT
consultancy, we were able to shift our focus to reposition ourselves to support companies that require our
expertise as they seek to invest in artificial intelligence (“AI”) and high-density digital infrastructure.
Strategic Expansion and the Formation of AIQ Vision
Whilst the markets have been challenging, we have remained highly proactive in seeking business
opportunities, primarily through partnerships. Our search for the right strategic partners culminated in the
formation of a new subsidiary, AIQ Vision Limited, in partnership with Centslink, a technology-driven enterprise
specialising in the design, construction and delivery of data centre infrastructure and management. This entity
is dedicated to building and operating a world-leading computing services platform, positioning us as both an
“AI Infrastructure” provider and a Global ICT Services Provider. To begin, we intend to utilise the platform as
part of joint projects with Centslink for the construction of data centres and upgrading of existing facilities. Our
ultimate strategic goal is to establish a globally distributed “AI-as-a-Service” platform.
Business Potential and Market Outlook
The business potential in this sector is driven by a surge in demand for generative AI and increasingly stringent
data sovereignty requirements. As major economies pass laws requiring critical data to be stored within specific
borders, the demand for high-reliability, localised infrastructure, particularly facilities with the highest security
and reliability standards, continues to grow.
While we are hopeful of securing contracts in this area, we acknowledge the tough business environment
ahead and complex geopolitical factors, and it is very difficult to forecast with any certainty in the current
climate. Accordingly, the Board continues to closely monitor the cash position and is keeping all its strategic
options open in assessing how best to deliver shareholder value.
Appreciation and Continued Support
I would like to express my appreciation for the support of our management team, workforce and stakeholders.
Your belief in our strategic transformation has been essential as we navigate this challenging period. To ensure
the Company can fully capture the opportunities presented by the AI infrastructure revolution, we are grateful
of our major shareholders who continue to support us financially.
Harry Chathli
Non-Executive Chairman
25 February 2026
AIQ Limited
Annual Report 2025
4
STRATEGIC REPORT – EXECUTIVE DIRECTOR’S STATEMENT
Below I review the Group’s operational and financial performance for the year ended 31 October 2025.
Operational Review
During the year to 31 October 2025, AIQ did not secure or deliver any revenue-generating projects. While this
was disappointing, we were very pleased to enter a strategic partnership, with the signing of a Memorandum
of Understanding, with Centslink, a technology-driven enterprise specialising in the design, construction and
delivery of data centre infrastructure and management, for the purpose of pursuing data centre construction
projects, particularly in Southeast Asia. The market for data centres is significant and, while there can be no
guarantee this activity will result in the award of a contract, by combining our expertise and experience, we
believe we are well-positioned to capitalise on the demand for the construction of new facilities and upgrading
of existing facilities.
Financial Review
The Group did not generate any revenue for the year ended 31 October 2025 (2024: £304,233) as it did not
secure or deliver any revenue-generating projects during the year.
The Group recognised a £Nil gross profit compared with £230,589 for the previous year from continued
operations, which reflects no revenue being generated in FY 2025.
Administrative expenses were lower at £441,505 (2024: £468,634), which is primarily due to a reduction in the
number of employees. The operating loss for the Group increased to £439,375 (2024: £242,656 loss) as a
result of no turnover being generated during the year. Finance costs remained level at £25,000 (2024:
£25,000). As a result, loss after tax was £464,374 (2024: £271,140).
The loss per share was 0.7 pence (2024: 0.4 pence loss per share).
The Group had cash and cash equivalents of £19,922 as at 31 October 2025 (31 October 2024: £44,356). The
Group’s convertible loan note facility remains in place and the loan notes have been reclassified from current
liabilities in the previous year to non-current liabilities as in February 2025 the loan term was extended to 31
January 2027. Post year end it was extended further to 1 July 2028. In addition, during the year, the Group
entered non-interest bearing loan agreements with Li Chun Chung, a Director of the Company, amounting to
c. £485k, and a further loan agreement post year end of £176k. The loan note holders have confirmed to the
Company that they do not intend to convert, and do not expect repayment of, the loan notes in the next 12
months from the approval of these financial statements.
Key Performance Indicators
The following key performance indicators (“KPIs”) have been selected as the most appropriate measures of
strategy execution for the Group. The Directors review the KPIs on an ongoing basis to ensure they remain
relevant:
•
Revenue
Reflects the element of billings generated and recognised during the period from all operations and
measures the Group’s overall performance at a sales level. Revenues for the year to 31 October 2025
were £Nil (2024: £304,233) as the Group did not secure or deliver any revenue-generating projects during
the year.
•
Pipeline sales
The Group tracks the number of qualified sales opportunities (that is, the prospective buyer has a credible
intent to purchase) and projected sales value. As the Group is at an early stage in the development of its
business, the number of new opportunities is an important indicator of the potential success of its strategy.
The projected sales value represents the health of that pipeline. As at the date of the signing of these
financial statements, the Group’s pipeline is larger in value than at the same point in the prior year, but
continues to be based on a very small number of potential projects and with a slightly lower potential for
conversion.
•
Administrative expenses
Indirect expenditure on running the business, which reflects cost effectiveness and cost management and
which is of key importance while the Group is developing its revenue streams. Administrative expenses
for the year for continuing and discontinued operations were lower at £441,505 (2024: £468,634).
AIQ Limited
Annual Report 2025
5
•
Cash
The Group’s cash balance provides a measure of the Group’s financial strength and self-sufficiency to
support operations while revenue streams are still in development. As at year end, cash and cash
equivalents were £19,922 (31 October 2024: £44,356), which reflects the Group’s losses.
Going Concern
The Group incurred losses of £447k during the year and experienced operating cash outflows of £463k. As at 31
October 2025, the Group had net current liabilities of £696k and cash of £20k. The Group’s cash position was
approximately £89k at 31 January 2026.
In assessing whether the going concern assumption is appropriate, the Directors take into account all available
information for the foreseeable future, in particular for the 12 months from the date of approval of the financial
statements. This information includes management prepared cash flows forecasts for the Group.
The Group is/has currently:
•
bidding for new revenue contracts;
•
obtained approval from the loan note holders for the extension of maturity to July 2028;
•
obtained a support letter from one Director to not seek repayment of the loan and to provide additional
funding if needed; and
•
obtained support letters from other Directors to defer salary to preserve cash.
The Directors have assessed that to meet its forecasted cash requirements, the Group is required to conclude
new revenue contracts, together with the continued support from the Directors and loan note holders and further
funding in the form of debt from a Director. The Directors are confident that the actions required to maintain the
going concern position of the Group can be achieved as successfully demonstrated in the past. As a result, the
Board continues to adopt the going concern basis of accounting in preparing the financial statements.
The uncertainty around management estimation of winning new revenue contracts and/or obtaining additional
funding gives rise to a material uncertainty that may cast significant doubt on the Group’s ability to continue as a
going concern. Therefore, the auditors make reference to going concern by way of material uncertainty within their
audit report.
Principal Risks and Uncertainties
The Directors consider the principal risks and uncertainties facing the Group and a summary of the key
measures taken to mitigate those risks are as follows:
Financial
The key financial risk is that of funding the continued development of the business with the current cash
reserves, whilst protecting shareholder value. The Board manages this risk by maintaining close oversight of
the cash position to enable it to take action as necessary. Taking its cash position into account and the
forecasts and projections, as well as possible mitigating actions available to the Group, the Directors are
satisfied that the Company and the Group has adequate resources to continue in operational existence for the
foreseeable future and for a period of not less than 12 months from the date of signing the financial statements.
Further discussion of the Group’s financial risk management can be found in Note 21 to the financial
statements.
Partners
A key element of the Group’s strategy to capitalise on the demand for data centre construction projects is its
partnership with Centslink. The Group is reliant on its partners to deliver their obligations under the partnership.
The Group has established a strong relationship with Centslink and maintains very close dialogue to support
this relationship and ensure both parties are aligned.
Competition
The success of the Group is dependent on its ability to secure and deliver IT consultancy projects and, in
partnership with Centslink, data centre construction projects. The key risk to these activities is competition
from other service providers, which may prevent the Group from winning business and/or result in pricing
pressure.
The Group manages this risk through its business development and product functions tracking the activities of
its competitors and this insight is used by management to quickly adapt the go-to-market strategy. The Group
AIQ Limited
Annual Report 2025
6
always seeks to differentiate itself from the competition and has increased its focus on product marketing,
pricing and packaging to support this. In addition, the Group intends to continue to enhance its service provision
and product portfolio through a mix of internal development, forming partnerships and making acquisitions.
Suppliers
Another key operational risk is non-supply by a major supplier. Some of the Group’s technical infrastructure
and software is, and will continue to be, sourced from third-party suppliers and partners. The removal from the
market of one or more of these third-party suppliers or interruption in supply could quickly and adversely affect
the Group’s operations and result in the loss of revenue or additional expenditure. The Group’s new strategy
to focus on the data centre construction market could be negatively impacted by the ability, timeline or cost to
obtain key components. To mitigate these risks, the Group’s business development and management teams
work strategically to prevent overreliance on any one key supplier. Suppliers are carefully selected to minimise
risk of supplier failure or insolvency and the Group ensures that team members are aware of supplier
requirements or restrictions to minimise the risk of loss of a supplier due to a breach of contractual obligations.
Forming business partnerships also helps to ensure the Group’s ‘production capability’.
Energy and sustainability
The Group’s new strategy to focus on the data centre construction market requires data centres to have access
to reliable, high-capacity power. The increasing demand for energy can cause grid capacity constraints and
increased pricing, which can impact the viability or timing of a project. In addition, environmental and
sustainability pressures and regulation can add another layer complexity to data centre construction.
Task Force on Climate-Related Financial Disclosures
The disclosure framework that was created by the Taskforce on Climate-Related Financial Disclosures
(“TCFD”) is structured around four thematic areas that are core to how organisations operate: governance,
strategy, risk management and metrics and targets. There are 11 recommended disclosures under these four
themes that support the building of transparent and accurate reporting, the management of risk and a strategic
planning approach that takes into consideration climate-related issues.
Below the Group has provided certain disclosures in accordance with the TCFD framework. Based on the very
limited nature of the Group’s operations during the period under review and the very limited resources at the
Group’s disposal, climate change was not considered a principal risk or uncertainty for the year ended 31
October 2025. For these reasons, the Group has not made full disclosures in line with the recommendations
and recommended disclosures of the TCFD.
Should conditions improve and operations scale up in future years, the Board is committed to enhancing the
Group’s processes to consider its impact on the environment and the risks it faces, and opportunities provided
by, climate change and to making fuller disclosures in the annual report for the year ending 31 October 2026.
If resources allow, the Board would also engage specialist ESG consultants to support this endeavour. Should
the markets not turn favourable in the near term, as noted in the Chairman’s Statement, the Board is keeping
all its strategic options open, and would seek to incorporate climate-related planning into that process as
applicable.
Governance and risk management
•
Based on the limited nature of the Group’s operations, all risks and opportunities are assessed and
managed together – rather than a separate process for climate-related matters. Management is
responsible for day-to-day and operational risk assessment and management, and will raise key risks and
opportunities with the Board who will then monitor as required.
•
As described above, climate change was not regarded as a key risk or opportunity in the year under
review, but the Board is committed to enhancing its processes and making fuller disclosures should its
operations scale up in future years.
Strategy
•
For the year under review and to date, climate-related risks and opportunities have not been considered
material to the Group’s strategy, business or financial planning. The Board acknowledges that as an IT
solutions provider, and particularly with its new strategy to focus on data centre construction, floods,
storms and extreme heat threaten the resilience of the digital infrastructure that the Group relies on to
deliver its services. In addition, supplier energy price rises could impact the Group’s margins and those
of its customers, which could reduce the market appetite. However, based on the Group’s current status,
and the challenges that its strategy has faced, these climate-related risks are not currently material.
AIQ Limited
Annual Report 2025
7
•
The Group has not conducted climate-related scenario analysis. The Board does not expect to be in a
position to be able to meaningfully do this in the current financial year, but should the Group’s prospects
improve and its strategy and business become stabilised, it would appoint ESG consultants to advise on
this topic to be able to make the requisite disclosures in the annual report for the year ending 31 October
2026.
Metrics and Targets
•
Given the very limited nature of its operations and resources during the year under review, it has not been
practical to measure the Group’s greenhouse gas (“GHG”) emissions. The Group has also not adopted
metrics to measure climate-related risks and opportunities and, accordingly, cannot set targets.
•
As a specialist area, an ESG consultant would be appointed when resources allow to assist in measuring
the Group’s GHG emissions as well as advise on appropriate metrics and targets for climate-related risks,
opportunities and performance measurement.
Li Chun Chung
Executive Director
25 February 2026
AIQ Limited
Annual Report 2025
8
DIRECTORS’ REPORT
The Directors present their report on the Group, together with the audited consolidated financial statements of
the Group, for the year ended 31 October 2025.
Principal activities
The principal activity of the Group is an information technology (“IT”) solutions provider, currently focused on
the provision of IT consultancy in Asia.
Results and dividends
The results of the Group are set out in detail in the financial statements.
The Directors do not propose to recommend a dividend for the year ended 31 October 2025. Given the losses
incurred to date, it is unlikely that the Board will recommend a dividend in the near term.
Business review and future developments
Details of the business activities and developments made during the period can be found in the Strategic
Report.
Financial instruments and risk management
Disclosures regarding financial risk are provided within the Strategic Report and Note 21 to the financial
statements.
Capital structure and issue of shares
Details of the Company’s share capital are set out in Note 17 to the financial statements. The Company has
one class of ordinary shares, which carry no right to fixed income.
Post balance sheet events
On 28 January 2026, the Company entered into an agreement with Li Chun Chung, a Director of the Company,
for an interest-free unsecured loan, repayable on demand, of £176k.
On 12 February 2026, the Company agreed with the loan note holders to extend the maturity of the Company’s
convertible loan note facility to 1 July 2028.
Directors
The Directors of the Company who have served during the year and to the date of this report (unless otherwise
stated) are:
Director
Role
Date of
appointment
Board
Committee
Harry Chathli
Independent Non-Executive Chairman
09/01/2018
N/A/R
Dwight Mighty
Independent Non-Executive Director
06/10/2022
N/A/R
Charles Yong Kai Yee
Executive Director
26/03/2020
Li Chun Chung
Executive Director
30/12/2020
Board Committee abbreviations: N = Nomination Committee; A = Audit Committee; R = Remuneration
Committee
The Board comprises two Executive and two Non-Executive Directors. Details of the current Directors are:
Harry Chathli, Independent Non-Executive Chairman
Mr Chathli is a capital markets specialist with significant experience in advising global companies,
organisations and government agencies. Currently, he is a director of Gracechurch Group, an independent
communications consultancy, and a number of early-stage businesses.
For over 25 years he has been advising public companies listed on the London Stock Exchange’s Main Market
and on AIM as well as on NASDAQ and other international bourses. This includes working on international
M&A deals, IPOs, MBOs, crisis communications as well as financial PR starting in 1998 at Brunswick Group,
a global partnership advising on business-critical issues to companies worldwide. In 2004, he established a
financial PR company, Corfin, which was acquired by Luther Pendragon in 2011. After eight years at Luther,
he conducted an MBO to set up the company now trading as Gracechurch Group. Prior to his career in financial
AIQ Limited
Annual Report 2025
9
PR, Harry worked for Adam Smith International, a global advisory and consulting business, advising
governments in emerging nations with their economic reform policies.
Li Chun Chung, Executive Director
Mr Li has over 25 years’ experience in assisting companies with their strategic growth. As an experienced
investment consultant and Certified Financial Planner, he began his career working for several financial
planning and wealth management consultancies based in Hong Kong. Since 2016, Mr Li has provided
business advisory and mentorship services to companies across a range of industries related to e-commerce
and digital business primarily in Australia and China. This includes helping companies prepare for the public
market; overseeing development such as through business model construction and optimisation, company
reorganisation and recruitment; fundraising; and assisting with establishing a digital business presence.
Charles Yong Kai Yee,
Executive Director
Charles Yong Kai Yee is Chief Executive Officer and Founder of Alchemist Codes. He founded Alchemist
Codes in 2018 and his initial efforts were focused around the development of enterprise messaging
applications for corporate users. Prior to founding Alchemist Codes, Charles was the lead developer of MM
Intelligence Technology Sdn Bhd where he headed a CMS system project and was responsible for managing
and leading a team of mobile and backend developers and performing Research & Development on related
new technologies. In 2012, Charles was the Senior Design Engineer at Itrimech Technology (M) Sdn Bhd
where he was actively involved in leading and delivering large scale Internet of Things applications for multiple
institutions and corporations in Malaysia, including Taylor University and Sunway Group. Charles obtained a
Bachelor’s degree in Engineering with First Class Honours in Electrical Engineering from the University of
Bradford, UK.
Dwight Mighty, Independent Non-Executive Director
Mr Mighty holds an MBA in Finance from Henley Management College and is an Associate of the Chartered
Institute of Bankers in England. Dwight specialises in private company and private equity advisory, with a focus
of the leisure/sport and media sectors. He has spent over 15 years in the private equity sector, latterly as a
senior director with Gresham Private Equity and prior to this with HSBC Private Equity. He was one of the
founders of AIM-listed company, TLA Worldwide plc, a sports marketing and management business, where he
was Chief Operating Officer until 2019.
Directors’ interests in shares
Directors’ interests in the shares of the Company as at 31 October 2025 and as at 23 February 2026, being
the last practicable date prior to the signing of the financial statements, are disclosed below. There are no
requirements for Directors to hold shares in the Company.
Director
Number of ordinary shares
Percentage of issued share
capital
31 Oct 2025
23 Feb 2026
31 Oct 2025
23 Feb 2026
Harry Chathli
-
-
-
-
Charles Yong Kai Yee
1,679,755
1,679,755
2.59
2.59
Li Chun Chung
1,425,500
1,425,500
2.20
2.20
Dwight Mighty
-
-
-
-
In addition, Li Chun Chung holds convertible loan notes worth £250,000. If converted, based on the Company’s
share price prevailing as at 23 February 2026, being the last practicable date prior to the signing of the financial
statements, Li Chun Chung would be issued with 6,250,000 ordinary shares, which would result in his
shareholding increasing to 7,675,500 ordinary shares, representing 11.9% of the Company’s enlarged issued
share capital. Further details on the loan notes can be found in Note 20 to the financial statements.
AIQ Limited
Annual Report 2025
10
Substantial interests
Except as referred to below, the Directors are not aware of any person who, as at 23 February 2026, was
interested in 3% or more of the issued share capital of the Company or could directly or indirectly, jointly or
severally, exercise control.
Name
Number of ordinary shares
Percentage of issued share
capital
GBS Infinity Holding Ltd
1
11,766,650
18.17
ML Infinity Holding Ltd
2
11,766,650
18.17
Soctech Capital Fund
3
8,398,876
12.97
Securities Services Nominees Ltd
6,417,017
9.91
James Brearley Crest Nominees Ltd
2,675,500
4.13
1
GBS Infinity Holding Ltd is wholly and beneficially owned by Soon Beng Gee. In addition, Soon Beng Gee holds convertible
loan notes worth £125,000, which if converted as at 23 February 2026, would result in him being issued with 3,125,000
ordinary shares, bringing his total holding to 14,891,650 ordinary shares representing 23.0% of the Company’s enlarged
issued share capital.
2
ML Infinity Holding Ltd is wholly and beneficially owned by Lee Chong Liang. In addition, Lee Chong Liang holds
convertible loan notes worth £125,000, which if converted as at 23 February 2026, would result in him being issued with
3,125,000 ordinary shares, bringing his total holding to 14,891,650 ordinary shares representing 23.0% of the Company’s
enlarged issued share capital.
3
Soctech Capital Fund is wholly and beneficially owned by Teong Tiek Wah, who, combined with holdings in his own
name, has a total interest in the Company of 8,786,516 ordinary shares representing 13.57% of the Company’s issued
share capital.
Donations
No political or charitable donations have been made in the period.
Provision of information to auditors
Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:
•
so far as that Director is aware, there is no information relevant to the audit of which the Company's
auditors are unaware; and
•
each Director has taken all the steps that ought to have been taken as a director in order to be aware
of any information needed by the Company's auditors in connection with preparing their report and to
establish that the Company's auditors are aware of that information.
Independent auditors
A resolution for the appointment of PKF Littlejohn LLP as auditor of the Company is to be proposed at the next
Annual General Meeting.
Duty to promote the success of the Company
The likely consequences of any decisions in the long term
In making its decisions, the Board considers its priority of making the Group profitable alongside the interests
of its staff and the need to keep pace with market initiatives and technological changes so the business is
appropriately positioned to take best advantage of market conditions and remain viable for the long term.
Engagement with employees
The Group's policy is to consult and engage with employees, by way of meetings and through personal contact
by Executive Directors and other senior executives, on matters likely to affect employees' interests. Given the
very small size of the Group’s employee-base, employee engagement is largely conducted directly with each
employee. The Group values employees’ thoughts and ideas and two-way communication is actively sought
and encouraged.
Business relationships with customers, suppliers and others
The Group’s customers, suppliers and business partners are key to the long-term success of the business.
The Group seeks to maintain and grow its relationships with all parties through regular dialogue as a means
of enhancing its reputation and to help achieve its growth ambitions. The Group sets out its relationship with
business partners in terms of business or service level agreements. The Group maintains oversight of these
arrangements as well as making sure customers receive appropriate levels of feedback.
AIQ Limited
Annual Report 2025
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The impact of the Company’s operations on the community and environment
AIQ seeks to be a responsible member of its community and take its environmental impact into account.
The desirability of the Company maintaining a reputation for high standards of business conduct
The Group communicates with shareholders through financial results on a yearly and half-yearly basis. The
Group also provides the required press releases to ensure compliance with the UK Listing Rules.
Annual General Meeting
The Company will issue notice of its Annual General Meeting for 2026 in due course.
Signed by order of the Board
Li Chun Chung
Executive Director
25 February 2026
AIQ Limited
Annual Report 2025
12
CORPORATE GOVERNANCE REPORT
The Board of AIQ Limited considers sound governance to be a critical component of the Company’s success
and understands that it is the Board’s job to ensure that, through good decision-making, the Company is
managed for the long-term benefit of all its stakeholders.
The Board has endeavoured to establish financial controls and reporting procedures that are appropriate given
the size, early stage and structure of the Group. The Board reviews these controls regularly and adjusts as
required.
The Board meets regularly throughout the year (either in person or by video conference call). Additionally,
special meetings will take place or other arrangements will be made when Board decisions are required in
advance of regular meetings.
During the year ended 31 October 2025, a total of 11 Board meetings were held. All Directors were in
attendance at these meetings, either in person or by video conference call, except for one meeting where
Charles Yong Kai Yee was absent.
Corporate Governance Code
The Company is not required to adopt the UK Corporate Governance Code (the “Code”), as a company with
a listing on the Equity Shares (Transition) category of the Official List. The Company has not adopted the
Code, but has chosen to follow certain guidelines of the Code that the Directors consider are appropriate for
the size of the Group at present.
The corporate governance structures and practices will be kept under review and communicated to
shareholders as changes are required and made.
The Directors consider each of Harry Chathli and Dwight Mighty to be independent. Whilst the business has
been at early stage, it has not been considered appropriate to appoint a full-time Financial Director /Chief
Financial Officer.
The Board has an Audit Committee, Remuneration Committee and Nomination Committee with formally
delegated duties and responsibilities, as described below.
Board of Directors
The Board is responsible for formulating, reviewing and approving the Group’s strategy, budgets and corporate
actions.
In accordance with the early stage of the Group’s development, the Board conducts an informal evaluation of
its performance, which includes identifying the Board’s ability to assess the operating environment, think
strategically and adapt as necessary. As the Group develops and its operations expand, the Board intends to
adopt a more comprehensive and formal performance evaluation process.
It is the responsibility of the Chairman and the Company Secretary to ensure that Board members receive
sufficient and timely information regarding corporate and business issues to enable them to discharge their
duties.
The Board considers that there is an appropriate balance between the Executive and Non-Executive Directors
and that no individual or small group dominates the Board’s decision making. The Board’s members have a
wide range of expertise.
The Company requires each Director to devote as much time to their duties and responsibilities as is necessary
to conduct those duties and responsibilities on behalf of the Company. Li Chun Chung, Executive Director, is
full-time and Charles Yong Kai Yee and the Non-Executive Directors provide their services on a part-time basis
as required.
Ensuring that between them the Directors have the necessary up-to-date experience, skills and capabilities
The Directors also expect to receive technical updates, compliance and governance training as needed by
attending courses and relevant events to stay up to date in terms of regulatory changes and technological
developments.
The Directors bring a diverse range of skills and capabilities based on their experience across different
industries and geographies. The Board appreciates the importance of gender diversity and would look to
address this at the appropriate time.
AIQ Limited
Annual Report 2025
13
The Board is satisfied that, between the Directors, it has an appropriate balance of up-to-date skills and
experience for the Group’s stage of development. Additional experience will be added as and when it is
considered necessary. Biographical details of the Directors are included in the Directors’ Report above.
Board and executive management diversity
The Company’s compliance with the UK Listing Rules with regards to Board and executive management
diversity as at 31 October 2025 was as follows:
Target
Complied
Explanation
At least 40% of the Board directors are
women
No
The Company has always maintained a small
Board and which has not included female
directors. Based on the Company’s stage of
development and its financial position, the
Board is not seeking to add to its members at
this time. The Board recognises the importance
of gender diversity and will seek to address
gender balance at the appropriate time.
At least one of the senior Board positions
(Chair,
CEO,
Senior
Independent
Director or CFO) is held by a woman
No
(See above.)
At least one member of the Board is from
a minority ethnic background (as defined
by the UK Listing Rules)
Yes
All of the Directors are from minority ethnic
backgrounds.
As required under UK Listing Rules, the breakdown of the gender identity and ethnic background of the
Company’s Directors and executive management as at 31 October 2025 is set out in the tables below. Given
the small size of the Board and executive management team, each Director and executive manager was asked
directly to compile this data.
Gender identity
No. of Board
members
% of the
Board
No. of senior
positions on
the Board*
No. in
executive
management
% of
executive
management
Men
4
100
1
2
100
Women
-
-
-
-
-
Not specified/prefer not to
say
-
-
-
-
-
Ethnic background
No. of Board
members
% of the
Board
No. of senior
positions on
the Board*
No. in
executive
management
% of
executive
management
White
British
or
other
White (including minority-
white groups)
-
-
-
-
-
Mixed/Multiple
ethnic
groups
-
-
-
-
-
Asian/Asian British
3
75
1
2
100
Black/ African/ Caribbean/
Black British
-
-
-
-
-
Other ethnic group
1
25
-
-
-
Not specified/prefer not to
say
-
-
-
-
-
* Chair, CEO, CFO, Senior Independent Director
Appointment, removal and re-election of Directors
The Board makes decisions regarding the appointment and removal of Directors, and there is a formal
procedure for appointments.
In accordance with the Company’s Articles of Association, there is no requirement for Directors to retire from
office by rotation.
AIQ Limited
Annual Report 2025
14
There is a minimum requirement of two Directors who have the power to fill a vacancy on the Board, or to add
another Board member.
All Directors are able to take independent professional advice in the furtherance of their duties, if necessary,
at the Company’s expense. In addition, the Directors have direct access to the advice and services of the
Company Secretary.
Directors’ responsibilities
The Board comprises two Executive and two Non-Executive Directors. All Directors bring a wide range of skills
and international experience to the Board. The Non-Executive Directors may hold meetings without the
Executive Directors present. The Non-Executive Chairman is primarily responsible for the working of the Board
of the Company and oversight of Corporate Governance. The Executive Directors are primarily responsible for
the running of the business and implementation of the Board's strategy and policy.
High-level strategic decisions are discussed and taken by the full Board. Investment decisions are taken by
the full Board. Operational decisions are taken by the Executive Directors within the framework approved in
the annual financial plan and within a framework of Board-approved authorisation levels.
The Board regulations define a framework of high-level authorities that map the structure of delegation below
Board level, as well as specifying issues that remain the Board’s preserve. The Board typically tries to meet at
least each month (either in person or by conference call), with the Company Secretary in attendance, to
consider a formal schedule of matters including the operating performance of the business and to review the
Group’s financial plan and business model.
It is the responsibility of the Chairman and the Company Secretary to ensure that Board members receive
sufficient and timely information regarding corporate and business issues to enable them to discharge their
duties.
Strategy and business model
The Group is focused on the provision of IT consultancy for the delivery of digital infrastructure and platforms.
The Group is targeting the Asian, Australasian and Middle Eastern markets to leverage the relationships with
its established partners. The Group performs the role of project manager for its contracts, with the technical
delivery being subcontracted.
Meeting shareholders’ needs and expectations
The Directors seek to build on a mutual understanding of objectives between the Company and its
shareholders by offering meetings to discuss long-term issues and receive feedback, and issuing updates to
the market as appropriate. The Board also seeks to use the Annual General Meeting to communicate with its
shareholders, who are encouraged to attend, and to meet and ask questions of Directors and to discuss the
development of the business.
The Company operates a website at www.aiqhub.com. The website contains details of the Company and its
activities; regulatory announcements; interim financial statements, preliminary statements and Annual
Reports.
Shareholder relations are managed primarily by the Chairman with the support of Gracechurch Group. The
Board is also kept informed of shareholder views and concerns through its Financial Adviser, Guild Financial
Advisory Limited.
Each of the Directors is available to meet with shareholders (in person or via video conference) if required to
discuss issues of importance or concern.
Our stakeholders
Our key stakeholders include shareholders, suppliers, regulators and creditors. The principal ways in which
their feedback is gathered are via one-to-one meetings and conversations with stakeholders with an open
dialogue. In particular, shareholders may communicate directly with the Chairman and the Directors. In all
cases, the Company’s ethos is to act on feedback and to respond in a timely manner.
The Board does not support discrimination of any form, positive or negative, and all appointments are based
solely on merit.
Risk management – Internal controls
In applying the principle that the Board should maintain a system of internal control to safeguard shareholders’
investment and the Group’s assets, the Directors recognise that they have overall responsibility for ensuring
AIQ Limited
Annual Report 2025
15
that the Group maintains systems to provide them with reasonable assurance regarding effective and efficient
operations, internal control and compliance with laws and regulations and for reviewing the effectiveness of
those systems. However, there are inherent limitations in any system of control and accordingly even the most
effective system can provide only reasonable and not absolute assurance against material misstatement or
loss, and that the system is designed to manage rather than eliminate the risk of failure to achieve the business
objectives.
The key features of the internal control system are described below:
-
Financial controls
The Board takes responsibility for reviewing and approving all financial budgets and business plans. These
are reviewed and updated where necessary to reflect changes in the business environment or internal strategy
changes.
The Group has implemented control procedures designed to ensure complete and accurate accounting for
financial transactions and to limit the exposure to loss of assets and fraud.
The Board is supported by the Audit Committee in respect of its responsibilities to prepare financial reports to
shareholders. This includes an assessment of the appropriateness of key accounting policies, internal controls
and regulatory compliance.
-
Non-financial controls
Non-financial controls are considered as important as financial controls and these encompass risk
management and fraud, IT and business continuity, regulatory compliance, health and safety and corporate
social responsibility.
The key elements of these non-financial controls are set out below:
•
Control environment: The Group is committed to high standards of business conduct and there are
also processes in place to provide Board oversight of business conduct.
•
Risk identification: Management is responsible for the identification and evaluation of key risks
applicable to their areas of business. These risks are assessed on a continual basis – however, a
formal risk register is not currently maintained – and may be associated with a variety of internal and
external sources, including investment risk and regulatory requirements.
The Audit Committee reviews the scope and scale of any non-audit services undertaken by the auditors in
order to ensure that their independence and objectivity is safeguarded.
Market Abuse Regulations
The Board recognises the importance of complying with the Market Abuse Regulations (“MAR’’) relating to the
disclosure of inside information and disclosure of deals by persons discharging managerial responsibilities
(“PDMR”) and persons closely associated (“PCA”). The Company has adopted an appropriate share dealing
policy.
Anti-Corruption and Bribery Policy
The Board recognises the importance of having and operating effective anti-corruption and bribery practices
and safeguards.
The Group’s internal control processes are reviewed at least annually as a means of ensuring they remain fit
for purpose as the business evolves.
Relations with shareholders
The Directors seek to build on a mutual understanding of objectives between the Company and its
shareholders by being available to meet to discuss long-term issues and receive feedback. The Board also
seeks to use the Annual General Meeting to communicate with its shareholders.
Fair, balanced and understandable assessment of position and prospects
The Board is committed to presenting fair, balanced and comprehensible assessments of the Group’s position
and prospects. The Board has applied the principles of good governance relating to Directors’ remuneration
as described below. The Board has determined that there are no specific issues that need to be brought to the
attention of shareholders.
AIQ Limited
Annual Report 2025
16
Board Committees
The Board maintains three standing committees, being the Audit, Remuneration and Nomination Committees.
The minutes of all sub-committees are circulated for review and consideration by all relevant Directors,
supplemented by oral reports from the Committee Chairmen at Board meetings.
Audit Committee
The Audit Committee comprises Dwight Mighty, who chairs the Committee, and Harry Chathli. The Committee
held four meetings during the year ended 31 October 2025, which were held to approve the annual report for
the period ended 31 October 2024 and interim report for the six months ended 30 April 2025 and for the
purpose of discussing timing of the audit. Further details on the Audit Committee are provided below in the
Report of the Audit Committee.
Remuneration Committee
The Remuneration Committee comprises Harry Chathli, who chairs the committee, and Dwight Mighty. There
was one meeting of the Remuneration Committee held during the financial year. Further details on the
Remuneration Committee are provided below in the Report of the Remuneration Committee.
Nomination Committee
The Nomination Committee comprises Harry Chathli, who chairs the Committee, and Dwight Mighty. There
were no meetings of the Nomination Committee held during the financial year. Further details on the
Nomination Committee are provided below in the Report of the Nomination Committee.
Report of the Audit Committee
The Audit Committee has written terms of reference and provides a mechanism through which the Board can
maintain the integrity of the financial statements of the Group and any formal announcements relating to its
financial performance; to review the Group’s internal financial controls and its internal control and risk
management systems; and to make recommendations to the Board in relation to the appointment of the
external auditor, their remuneration both for audit and non-audit work, the nature, scope and results of the
audit and the cost effectiveness, independence and objectivity of the auditors.
The Group is reliant on the Audit Committee to perform various reporting requirements particularly with regards
to the preparation of supporting accounting papers for audit purposes.
During the year, the Audit Committee met on four occasions. It reviewed, considered and agreed the scope
and methodology of the audit work to be undertaken by the external auditors and fees and agreed the terms
of engagement for the audit of the financial statements for the year ended 31 October 2025.
Significant matters considered by the Audit Committee during the year included the auditor’s scope and
methodology for the audit of the financial statements, in particular determining the areas at greatest risk of
material misstatement (whether or not due to fraud or poor internal controls). This included consideration of
risks that might impact results for the period, the going concern assessment, net assets at the end of the period
and the disclosures in the financial statements.
Following the Audit Committee’s recommendation, the Board considers the internal control system to be
adequate for the Group. The Audit Committee reviews the scope and scale of the non-audit services
undertaken by the auditors in order to ensure that their independence and objectivity is safeguarded. The
Directors recognise the business will increase in complexity as it grows and they will review the internal control
system to ensure it responds to any change.
Report of the Remuneration Committee
During the year, there was one meeting of the Remuneration Committee. The Remuneration Committee
monitors the remuneration policies of the Group to ensure that they are consistent with its business objectives.
Its terms of reference include the recommendation and execution of policy on Director and executive
management remuneration and for reporting decisions made to the Board. The Committee determines the
individual remuneration package of the executive management of the Board.
The duties of the Committee are to:
•
determine and agree with the Board the framework or broad policy for the remuneration of the
Chairman, Executive Directors, Non-Executive Directors and any employees that the Board delegates
to it;
AIQ Limited
Annual Report 2025
17
•
within the terms of the agreed policy, determine individual remuneration packages including bonuses,
incentive payments, share options, pension arrangements and any other benefits;
•
determine the contractual terms on termination and individual termination payments, ensuring that the
duty of the individual to mitigate loss is fully recognised;
•
in determining individual packages and arrangements, give due regard to the UK Listing Rules;
•
be told of and be given the chance to advise on any major changes in employee benefit structures in
the Group; and
•
recommend and monitor the level and structure of remuneration for senior managers below Board
level as determined.
The Committee is authorised by the Board to:
•
seek any information it requires from any employee of the Group in order to perform its duties;
•
be responsible for establishing the selection criteria and then for selecting, appointing and setting the
terms of reference for any remuneration consultants providing advice to the Committee, at the Group’s
expense; and
•
obtain, at the Group’s expense, outside legal or other professional advice where necessary in the
course of its activities.
The Group’s Remuneration Policy is designed to provide remuneration packages to motivate and retain high-
calibre executives and to attract new talent as required. The Committee takes into account the principles of
sound risk management when setting pay and takes action to ensure that the remuneration structure at AIQ
Limited does not encourage undue risk. The Remuneration Policy is unaudited.
Executive Directors’ fees
Purpose – a core element of remuneration, used to attract and retain Executive Directors of the calibre required
to develop and deliver our business strategy.
Operation and opportunity – fees for Executive Directors are reviewed annually, although an out-of-cycle
review may be conducted if the Remuneration Committee determines it appropriate. A review may not
necessarily lead to an increase in fees.
Performance measures or basis of payment – whilst there are no formal performance measures to determine
fee levels, general individual and business performance are taken into account. For the Executive Directors,
changes to fees may be made under certain circumstances such as increase in the scope or responsibility of
an individual’s role.
Non-Executive Directors’ fees
Purpose – core element of remuneration paid for fulfilling the relevant role.
Operation – Non-Executive Directors receive a basic fee, paid quarterly in arrears, in respect of their Board
duties. Further fees may be paid for chairmanship or membership of Board committees. Additional fees may
be paid for travelling regularly from overseas to Board and committee meetings. Non-Executive Directors are
not eligible for annual bonus or other benefits. Expenses incurred directly in performance of Non-Executive
duties for the Group may be reimbursed or paid directly on their behalf.
Opportunity – fees are set at a level which is considered appropriate to attract or retain Non-Executive Directors
of the calibre required by the Group. Fee levels are normally set by reference to amounts paid to Non-Executive
Directors serving on the boards of similar sized UK-listed companies, taking into account the size, responsibility
and time commitment of the role.
Termination
The Executive Directors were appointed for a minimum period of twenty-four months, after which the service
agreement may be terminated by either party giving not less than three months’ prior written notice to the other
party.
Each of the Non-Executive Directors were appointed for a minimum period of twelve months, after which the
service agreement may be terminated by either party giving not less than three months’ prior written notice to
the other party.
There are no additional financial provisions for termination.
AIQ Limited
Annual Report 2025
18
Annual remuneration
The remuneration of the Directors for the year ended 31 October 2025 was as follows:
Year ended
Year ended
31 October
2025
31 October
2024
£
£
Executive Directors
Li Chun Chung
19,320
19,320
Charles Yong Kai Yee
14,400
14,400
Non-Executive Directors
Harry Chathli
25,300
25,300
Dwight Mighty
25,300
25,300
84,320
84,320
All of the above amounts comprised fees paid in accordance with each Director’s service agreement. No
pension contributions or other allowances were paid. None of the above remuneration was performance
related. There are no additional financial provisions for termination.
None of the Directors were entitled to any other cash or non-cash benefits or pension entitlements. There were
outstanding monies owed at the year end to Directors of £5,891 (2024: £12,216).
Details of Directors’ shareholdings are disclosed in the Directors’ Report.
In addition to the remuneration above, other costs incurred in relation to services provided by related parties
of Directors (as detailed in Note 23 on related party transactions) were as follows:
-
A total of £36,850 (2024: £36,170) was paid during the year to Gracechurch Group for financial PR
services, a company in which Harry Chathli and Dwight Mighty are directors and shareholders.
-
A total of £18,000 (2024: £18,000) was paid to Ever Billions International Limited for general
management services, a company in which Li Chun Chung is a director.
There were no outstanding monies owed in relation to services provided by related parties of Directors at the
year end (2024: £Nil).
Report of the Nomination Committee
The function of the Nomination Committee is to provide a formal, rigorous and transparent procedure for the
appointment of new directors to the Board. In carrying out its duties, the Nomination Committee is primarily
responsible for:
•
identifying and nominating candidates to fill Board vacancies;
•
evaluating the structure and composition of the Board with regard to the balance of skills, knowledge
and experience and making recommendations accordingly;
•
reviewing the time requirements of Non-Executive Directors;
•
giving full consideration to succession planning; and
•
reviewing the leadership of the Group.
As noted above, there were no meetings of the Nomination Committee during the year.
Signed by order of the Board
Li Chun Chung
Executive Director
25 February 2026
AIQ Limited
Annual Report 2025
19
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
The Directors are responsible for preparing the annual report and the consolidated financial statements in
accordance with applicable law and regulations.
The Directors of the Group are responsible for preparing the financial information in accordance with UK
adopted international accounting standards (“IFRSs”).
The Directors must not approve the financial statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Group and of the profit or loss of the Group for that period. In preparing these
financial statements, the Directors are required to:
•
select suitable accounting policies and then apply them consistently;
•
make judgements and estimates that are reasonable and prudent;
•
state whether they have been prepared in accordance with IFRSs; and
•
prepare the financial statements on the going concern basis unless it is inappropriate to presume that
the Group will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain
the Group’s transactions and disclose with reasonable accuracy at any time the financial position of the Group.
They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets
of the Group and to prevent and detect fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information
included on the Company’s website. Legislation in the Cayman Islands governing the preparation and
dissemination of financial statements may differ from legislation in other jurisdictions.
Directors’ Responsibility Statement Pursuant to Disclosure and Transparency Rules
The Directors confirm to the best of their knowledge:
•
the financial statements have been prepared in accordance with IFRSs and give a true and fair view of the
assets, liabilities, financial position and profit or loss of the Group; and
•
the management report includes a fair review of the development and performance of the business and
the financial position of the Group, together with a description of the principal risks and uncertainties that
they face.
Signed by order of the Board
Li Chun Chung
Executive Director
25 February 2026
AIQ Limited
Annual Report 2025
20
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF AIQ LIMITED
Opinion
We have audited the financial statements of AIQ Limited (the ‘group’) for the year ended 31 October 2025 which comprise
the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the
Consolidated Statement of Changes in Equity, the Consolidated Statement of Cash Flows and notes to the financial
statements, including a summary of significant accounting policies. The financial reporting framework that has been applied
in their preparation 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 October 2025 and of its loss for the
year then ended; and
• have been properly prepared in accordance with UK-adopted international accounting 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 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 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.
Material uncertainty related to going concern
We draw attention to note 3(c) in the financial statements, which indicates that the group is not currently generating revenue
and therefore an operating loss and operating cash outflows have been reported. New contract wins, cost management,
continued support from the loan note holders and directors and/or further funding in the form of equity are required to meet
liabilities as they fall due. Whilst management are confident that these will occur and are in active discussions to secure
new revenue contracts and negotiate the terms of future funding by the director, there is no guarantee that these conditions
will come to fruition within the required timelines. As stated in note 3(c), these events or conditions, along with the other
matters as set forth in note 3(c), indicate that a material uncertainty exists that may cast significant doubt on the group’s
ability to continue as a going concern. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the directors’ 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 group’s ability
to continue to adopt the going concern basis of accounting included:
• reviewing management’s going concern memorandum and assessment and discussing with management the future
strategic plans of the group and availability of funding;
• reviewing the cash flow forecasts covering at least twelve months from the date of approval of these financial statements
and assessment thereof;
• obtaining corroborative supporting evidence for the key assumptions and inputs used in the cashflow forecast;
• performing a sensitivity analysis on the cash flow forecast prepared by management and challenging the reasonableness
of the key assumptions and inputs included thereto;
• checking the mathematical accuracy of the cashflow forecast;
• performing look back assessment on the cashflow forecast provided during prior year against the actual performance to
assess reasonableness of the management’s estimation process;
• reviewing post balance sheet events as they relate to the Group’s ability to raise funds; and
• reviewing the adequacy and completeness of disclosures in the financial statements.
Our responsibilities and the responsibilities of the directors with respect to going concern are described
in the relevant sections of this report.
AIQ Limited
Annual Report 2025
21
Our application of materiality
For the purposes of determining whether the financial statements are free from material misstatement, we define materiality
as a magnitude of misstatement, including omission, that makes it probable that the economic decisions of a reasonably
knowledgeable person, relying on the financial statements, would be changed, or influenced. We have also considered
those misstatements including omissions that would be material by nature and would impact the economic decisions of a
reasonably knowledgeable person based our understanding of the business, industry and complexity involved.
We apply the concept of materiality both in planning and throughout the course of the audit, and in evaluating the effect of
misstatements. Materiality is used to determine the financial statements areas that are included within the scope of our
audit and the extent of sample sizes during the audit.
We also determine a level of performance materiality which we use to assess the extent of testing needed to reduce to an
appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality
for the financial statements as a whole.
In determining materiality and performance materiality, we considered the following factors:
• our cumulative knowledge of the group and its environment;
• the change in the level of judgement required in respect of the key accounting estimates;
• significant transactions during the year;
• the stability in key management personnel; and
• the level of misstatements identified in prior periods.
The performance materiality for the in scope components are calculated considering the same factors as for group.
Materiality for the financial statements was set at £13,500 (2024: £12,800). This was calculated at 3% (2024: 5%)
of loss
before tax. Using our professional judgement, we have determined this to be the principal benchmark within the financial
statements as the principal focus of the stakeholders is profitability as the group is currently undertaking activities to
successfully implement its business strategy by closely monitoring costs.
Performance materiality for the financial statements was set at £9,400 (2024: £8,960) being 70% of materiality for the
financial statements as a whole. 70% is considered appropriate based on our assessment that there is low to medium risk
that the financial statements could be materially misstated.
For each component in scope for our audit, we allocated a performance materiality based on the relative loss contribution
of each component to the group loss and aggregation risk. The range of performance materiality allocated across
components were between £8,460 (2024: £8,400) to £5,640 (2024: £5,040).
We agreed to report to those charged with governance all corrected and uncorrected misstatements we identified through
our audit with a value in excess of £600 (2024: £640) for the group. We also agreed to report any other audit misstatements
below that threshold that we believe warranted reporting on qualitative grounds.
No significant changes have come to light during the audit which required a revision to our materiality for the financial
statements as a whole.
Our approach to the audit
Our audit was risk based and was designed to focus our efforts on the areas at greatest risk of material misstatement,
including aspects subject to significant management judgement as well as greatest complexity, risk and size. In designing
our audit, we determined materiality, as above, and assessed the risk of material misstatement in the financial statements.
We tailored the scope of our audit to ensure that we performed sufficient work to be able to give an opinion on the financial
statements, considering the structure of the Group.
The group includes the listed parent company, AIQ Limited, in Cayman Islands and its subsidiaries, Alchemist Codes Sdn
Bhd in Malaysia (“Alchemist Codes”), Alcodes International Limited in Hong Kong (“Alcodes”) and AIQ Vision Limited in
Cayman Islands (‘’AIQ Vision). Alchemist Codes was wound during the year. The group’s accounting function is based in
Hong Kong.
Each component was assessed as to whether they were material to the Group based on either their size or risk. Based on
the assessment, we have performed the full scope audit on the listed parent company and Alcodes. We have performed
specific review procedures on the scoped out components.
We considered those areas which were deemed to involve significant judgement and estimation by the directors, such as
management’s assessment of going concern. We also addressed the risk of management override of controls, including
AIQ Limited
Annual Report 2025
22
evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to
fraud.
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.
In addition to the matter described in the Material Uncertainty Related to Going Concern section we have determined that
there are no other key audit matter to be communicated in our report.
Other information
The other information comprises the information included in the annual report, other than the financial statements and our
auditor’s report thereon. The directors are responsible for the other information. 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 Statement of Directors’ Responsibilities, 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 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:
• We obtained an understanding of the group and the sector in which it operates to identify laws and regulations that could
reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this regard
through discussions with management, application of cumulative audit knowledge and experience of the sector.
We also selected a specific audit team based on experience with auditing entities within the information technology industry
facing similar audit and business risks.
• We determined the principal laws and regulations relevant to the group in this regard to be those arising from:
o London Stock Exchange Rules;
o UK-adopted international accounting standards;
o Disclosure Guidance and Transparency Rules of the FCA;
o Local company, tax and employment laws and regulations applicable in Cayman Island and Hong Kong; and
o Data Protection Act.
The audit team remained alert to instances of non-compliance with laws and regulations throughout the audit.
AIQ Limited
Annual Report 2025
23
• We designed our audit procedures to ensure the audit team considered whether there were any indications of non-
compliance by the group with those laws and regulations. These procedures included, but were not limited to:
o Making enquiries of management;
o Obtaining confirmation from Alcodes’s company secretary on compliance with laws and regulations;
o Reviewing Board minutes;
o Reviewing the nature of legal professional fees; and
o Reviewing Regulatory News Service announcements.
• We also identified the risks of material misstatement of the financial statements due to fraud. Other than the non-rebuttable
presumption of a risk of fraud arising from management override of controls, we did not identify any significant fraud risks.
• As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing audit
procedures, which included, but were not limited to: the testing of journals, reviewing key judgements and estimates for
evidence of bias (refer to Material Uncertainty Related to Going Concern section) and evaluating the business rationale of
any significant transactions that are unusual or outside the normal course of business.
• Our review of non-compliance with laws and regulations incorporated the listed parent company and in scope component.
The risk of actual or suspected non-compliance was not sufficiently significant to our audit to result in our response being
identified as a key audit matter.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading
to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that
compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as
we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities
occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or
misrepresentation.
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.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with our engagement letter dated 04
November 2025. 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.
Wendy Liang (Engagement Partner)
15 Westferry Circus
For and on behalf of PKF Littlejohn LLP
Canary Wharf
Registered Auditor
London E14 4HD
25 February 2026
AIQ Limited
Annual Report 2025
24
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 OCTOBER 2025
Note
Year ended
31 October
2025
£
Year ended
31 October
2024
£
Revenue from continuing operations
5
Cost of sales from continuing operations
(73,644 )
Gross profit from continuing operations
Other income
Administrative expenses
7
(441,505 )
(468,634 )
Gains/(losses) on foreign exchange
(8,361 )
Operating loss from continuing operations
(439,374 )
(242,656 )
Finance costs
(25,000 )
(25,000 )
Loss before taxation from continuing operations
(464,374 )
(267,656 )
Taxation
9
(3,484 )
Loss for the year from continuing operations
(464,374 )
(271,140 )
Gain/(loss) before taxation on discontinued activities
13
(1,761 )
Taxation
Profit/(loss) for the year on discontinued activities
(1,761 )
Loss for the year
(447,589 )
(272,901 )
Other comprehensive loss
Items that may be reclassified subsequently to profit or loss:
Foreign exchange translation differences recycled on winding up
(16,785 )
Foreign exchange translation difference
(353 )
Other comprehensive loss for the year
(17,138 )
Total comprehensive loss for the year
(464,727 )
(271,692 )
Loss attributable to:
Owners of the Group on continuing activities
(462,635 )
(271,140 )
Non-controlling interest of the Group on continuing activities
(1,739 )
Owners of the Group on discontinued activities
(1,761 )
Non-controlling interest of the Group on discontinued activities
(447,589 )
(272,901 )
Total comprehensive loss attributable to:
Owners of the Group on continuing activities
(479,773 )
(269,931 )
Non-controlling interest of the Group on continuing activities
(1,739 )
Owners of the Company on discontinued activities
(1,761 )
Non-controlling interest of the Group on discontinued activities
(464,727 )
(271,692 )
AIQ Limited
Annual Report 2025
25
£
£
Earnings per share
Basic and diluted earnings per share on continuing activities
10
(0.0072
(0.0042
Basic and diluted earnings per share on discontinued activities
(0.0000
Basic and diluted earnings per share on loss for the year
(0.0069
(0.0042
The accompanying notes form an integral part of these consolidated financial statements.
AIQ Limited
Annual Report 2025
26
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 OCTOBER 2025
Note
As at
31 Oct 2025
£
As at
31 Oct 2024
£
Assets
Non-current assets
Property, plant and equipment
11
Current assets
Trade and other receivables
14
Cash and cash equivalents
15
Total current assets
Total assets
Equity and liabilities
Capital and reserves
Share capital
17
Share premium
Share warrant reserve
19
Foreign currency translation
reserve
18
(9,931 )
Accumulated losses
(7,876,334 )
(7,430,484 )
(1,207,451 )
(744,463 )
Non-controlling interest
12
Total equity
(1,194,311 )
(744,463 )
Liabilities
Current liabilities
Accruals and other payables
16
Loan
16
Convertible loan notes
20
Total current liabilities
Non-current liabilities
Convertible loan notes
20
Total non-current liabilities
Total equity and liabilities
The accompanying notes form an integral part of these consolidated financial statements. The financial
statements were approved and authorised for issue by the Board of Directors on 25 February 2026 and signed
on its behalf by:
Li Chun Chung
AIQ Limited
Annual Report 2025
27
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 OCTOBER 2025
Share premium – Represents amounts received in excess of the nominal value on the issue of share capital
less any costs associated with the issue of shares.
Accumulated losses – The accumulated losses reserve includes all current and prior periods retained profits
and losses.
Share warrant reserve – Amount arising on the issue of warrants during the year.
Foreign currency translation reserve – The translation reserves includes foreign exchange movements on
translating the overseas subsidiaries records, denominated HK$ and US$, to the presentational currency,
GBP.
Non-Controlling Interest (NCI) represents the equity in a subsidiary that is not attributable to the parent
company. It reflects the share of net assets and profit/loss that belongs to minority shareholders.
The accompanying notes form an integral part of these consolidated financial statements.
Share
capital
Share
premium
Share
warrant
reserve
Translation
reserve
Accumulated
losses
Non-
controlling
interest
Total
equity
£
£
£
£
£
£
£
Balance as at 31
October 2023
(7,157,583 )
(472,771 )
Loss for the year
(272,901 )
(272,901 )
Other comprehensive
loss
Balance at 31 October
2024
(7,430,484 )
(744,463 )
Contribution in new
subsidiary
Loss for the year
(445,850 )
(1,739 )
(447,589 )
Recycle to profit and
loss on winding up
(16,785 )
(16,785 )
Other comprehensive
loss
(353 )
(353 )
Balance at 31 October
2025
(9,931 )
(7,876,334 )
(1,194,311 )
AIQ Limited
Annual Report 2025
28
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 OCTOBER 2025
The non-cash movement from financing activities is £25,000 (2024: £25,000) on account of accrual of interest
on loan notes of £25,000 (2024: £25,000) (refer to Note 20).
The accompanying notes form an integral part of these consolidated financial statements.
Year ended
31 October
2025
£
Year ended
31 October
2024
£
Cash flows from operating activities
Loss before taxation from continuing operations
(464,374 )
(267,656 )
Loss before taxation from discontinued operations
(1,761 )
Loss before taxation
(447,589 )
(269,417 )
Adjustments for:-
Taxation
(3,484 )
Depreciation
Interest expense
Foreign currency translation reserve
(16,785 )
Foreign exchange
Operating loss before working capital changes
(436,579 )
(245,305 )
Decrease in receivables
Decrease in payables
(43,774 )
(16,241 )
Income tax paid
(3,484 )
Net cash used in operating activities from
continuing and discontinued operations
(480,141 )
(239,607 )
Cash flows from investing activities
Acquisition of plant and equipment
Net cash used in investing activities from
continuing operations
Cash flows from financing activities
Proceeds from loan
Net cash inflow from financing activities from
continuing operations
Net decrease in cash and cash equivalents from
continuing and discontinued operations
(24,642 )
(92,298 )
Cash and cash equivalents at beginning of the year
Effect of exchange rates on cash and cash
equivalents
Cash and cash equivalents at end of the year
from continuing and discontinued operations
AIQ Limited
Annual Report 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
29
GENERAL INFORMATION
name AIQ Limited, and registered number 327983.
The Company’s registered office is located at 5
th
Floor Genesis Building, Genesis Close, PO Box 446,
On 20 March 2020, the Company completed the acquisition of the entire issued share capital of Alchemist
Codes Sdn Bhd (“Alchemist Codes”), (together, the “Group”), a Malaysian incorporated information
technology solutions developer focusing on the e-commerce sector. Alchemist Codes was officially wound
up on 10 February 2025.
The Company’s ordinary shares are listed on the Equity Shares (Transition) category of the Official List
and trade on the Main Market of the London Stock Exchange.
The consolidated financial statements include the financial statements of the Company and its controlled
subsidiaries (the “Group”) as follows:
Name | Place of | Registered address | Principal | Effective interest | |
incorporation | activity | ||||
31.10.2025 | 31.10.2024 | ||||
Alchemist | Malaysia | 2-9, Jalan Puteri 4/8, | Design and | 0% | 100% |
Codes Sdn | Bandar Puteri, 47100 | development | |||
Bhd | Puchong, Selangor | of software | |||
Darul | |||||
Ehsan | |||||
Malaysia | |||||
Alcodes | Hong Kong | Room 47, Smart- | Software and | 100% | 100% |
International | Space FinTech, Level | app design | |||
Limited* | 4, Core E, Cyberport 3, | and | |||
| 100 Cyberport Road, | development | ||||
Hong Kong | through the | ||||
provision of | |||||
IT | |||||
consultancy | |||||
AIQ Vision | Cayman | Conyers Trust | Providing AI, | 60% | - |
Limited | Islands | Company, (Cayman) | high | ||
Limited, Cricket | performance | ||||
Square, Hutchins | computing | ||||
Drive, PO Box 2681, | and cloud | ||||
Grand Cayman, KY1- | services to | ||||
1111, Cayman | upgrade the | ||||
Islands | digital | ||||
infrastructure | |||||
of | |||||
Companies | |||||
and Data | |||||
Centres | |||||
* Held by Alchemist Codes Sdn Bhd until 1 November 2023.
On 31 October 2023, the Company commenced the strike off process to dispose of its subsidiary
Alchemist Codes Sdn Bhd and the company was finally dissolved on 10 February 2025. Alcodes
AIQ Limited
Annual Report 2025
30
The principal activity of the Group is an information technology (“IT”) solutions provider, currently
focused on the delivery of blockchain and digital assets platforms in Asia through the provision of IT
Basis of preparation
standards (“IFRSs”).
As permitted by Companies Law (as revised) of The Cayman Islands only the consolidated financial
The financial statements are presented in Pound Sterling (“GBP”) which is the functional currency of
the Company. The functional currencies of the subsidiaries are Malaysian Ringgit and HK Dollar and
they have been converted to GBP as explained in note 3(e). All values are rounded to the nearest
pound, except where otherwise indicated.
The results for 31 October 2025 are prepared for a 12-month period.
Last year, the Group discontinued its operation in Malaysia as part of its consolidation strategy to save
cost and focus on operations in Hong Kong and therefore the loss from discontinued operations in the
consolidated statement of comprehensive income pertaining to discontinued operations were
presented in line with IFRS 5-
Non-current assets held for sale and discontinued operations
The accounting policies adopted are consistent with those of the previous financial year except for the
following new and amended standards and interpretations during the year that are applicable to the
Group.
•
Amendments to IAS 1: Presentation of Financial Statements: Classification of Liabilities as
Current or Non-current
•
Amendments to IAS 1: Presentation of Financial Statements: Non-current Liabilities with
Covenants
•
Amendments to IAS 21: The Effects of Changes in Foreign Exchange Rate: Lack of
Exchangeability
New Standards and interpretations in issue but not yet effective
There are a number of standards, amendments to standards, and interpretations which have been
issued by the International Accounting Standards Board (“IASB”) that are effective in future accounting
periods which have not been applied in these Financial Statements. The most significant of these are
as follows:
•
Amendments to IFRS 9: Financial Instruments and IFRS 7: Financial Instruments: Disclosures:
Classification and Measurement of Financial Instruments
•
IFRS 18: Presentation and Disclosure in Financial Statements
The Directors do not anticipate the adoption of any of the above standards issued and effective/ issued
The consolidated financial statements incorporate the financial statements of the Company and its
subsidiaries made up to the end of the reporting period. Subsidiaries are entities over which the Group
has control. The Group controls an investee if the Group has power over the investee, exposure to variable
returns from the investee, and the ability to use its power to affect those variable returns.
The consolidated financial statements present the results of the Company and its subsidiaries as if they
formed a single entity. Inter-company balances and transactions between Group companies are therefore
eliminated in full. The financial information of subsidiaries is included in the Group’s financial statements
AIQ Limited
Annual Report 2025
31
The Group incurred losses of £447k during the year and experienced operating cash outflows of £463k.
As at 31 October 2025, the Group had net current liabilities of £696k and cash of £20k. The Group’s cash
position was approximately £89k at 31 January 2026.
In assessing whether the going concern assumption is appropriate, the Directors take into account all
available information for the foreseeable future, in particular for the 12 months from the date of approval
of the financial statements. This information includes management prepared cash flows forecasts for the
Group.
The Group is/has currently:
•
bidding for new revenue contracts;
•
obtained approval from the loan note holders for the extension of maturity to July 2028;
•
obtained a support letter from a Director to not seek repayment of the loan and to provide additional
funding if needed; and
•
obtained support letters from other Directors to defer salary to preserve cash.
The Directors have assessed that to meet its forecasted cash requirements, the Group is required to
conclude new revenue contracts, together with the continued support from the Directors and loan holders
and further funding in the form of debt from a Director. The Directors are confident that the actions required
to maintain the going concern position of the Group can be achieved as successfully demonstrated in the
past. As a result, the Board continues to adopt the going concern basis of accounting in preparing the
financial statements.
The uncertainty around management estimation of winning new revenue contracts and/or obtaining
additional funding gives rise to a material uncertainty that may cast significant doubt on the Group’s ability
to continue as a going concern. Therefore, the auditors make reference to going concern by way of
Revenue is recognised at an amount that reflects the consideration to which the entity expects to be
entitled in exchange for transferring goods or services to a customer net of sales taxes and discounts.
A performance obligation may be satisfied at a point in time or over time. The amount of revenue
recognised is the amount allocated to the satisfied performance obligation. The Board believes that
the Group has one primary source of revenue from operations - software development income:
(i)
Software development income
The Group earns project management and coordination revenues. In the current year, these
primarily related to blockchain platform development and digital business platform IT solutions
for clients. Revenue is recognised progressively over time based on milestones and
customers’ acceptance by using the input method and output method.
The performance obligations extend over several months with milestone obligations over the
term of the service agreement.
In most cases, the measurement of revenue (when recognised over time) will not be the same
as amounts invoiced to a customer. In these circumstances, the Group will recognise either a
contract asset (accrued income) or a contract liability (deferred income) for the difference
between cumulative revenue recognised and cumulative amounts billed for that contract. For
income recognised over time for open contracts, management estimates the percentage of
The presentational currency of AIQ Limited and the Group is Pound Sterling. The functional currency
of the Company and Group is also Pound Sterling. This is based on the principal currency of
expenditure and the Company’s fundraising activities, all being in Sterling.
The functional currency of Alchemist Codes Sdn Bhd is Malaysian Ringgit, being the currency in which
the majority of the company’s transactions are denominated.
AIQ Limited
Annual Report 2025
32
The functional currency of Alcodes International Limited is the Hong Kong dollar, being the currency
in which the majority of the Company’s transactions are denominated.
In preparing the financial statements of the individual entities, transactions in currencies other than the
entity’s functional currency are recorded at the rate of exchange prevailing on the date of the
transaction.
At the end of each financial year, monetary items denominated in foreign currencies are retranslated
at the rates prevailing as of the end of the financial year. Non-monetary items that are measured in
terms of historical cost in a foreign currency are not retranslated.
Exchange differences arising on the settlement of monetary items, and on retranslation of monetary
items are included in profit or loss for the period.
In order to satisfy the requirements of IAS 21 with respect to presentation currency, the consolidated
financial statements have been translated into Pound Sterling using the procedures outlined below:
•
Assets and liabilities where the functional currency is other than Pounds were translated into
Pounds at the relevant closing rates of exchange;
•
non-Sterling trading results were translated into Pounds at the relevant average rates of
exchange; and
•
differences arising from the retranslation of the opening net assets and the results for the period
are recognised in other comprehensive income and taken to the foreign currency translation
reserve.
On disposal or liquidation of foreign subsidiary, the accumulated foreign currency translation reserve
Property, plant and equipment are stated at cost less accumulated depreciation and accumulated
impairment losses.
Where parts of an item of property, plant and equipment have different useful lives, they are accounted
for as separate items of property, plant and equipment.
Depreciation is charged to the income statement on a straight-line basis over the estimated useful
lives of each part of an item of property, plant and equipment. The estimated useful lives are as follows:
Computers | 5 years |
Office equipment | 5 years |
Research expenditure is recognised as an expense when it is incurred.
Development expenditure is recognised as an expense except that costs incurred on development
projects are capitalised as long-term assets to the extent that such expenditure is expected to generate
future economic benefits. Development expenditure is capitalised if, and only if an entity can
demonstrate all of the following:
(i)
its ability to measure reliably the expenditure attributable to the asset under development;
(ii)
the product or process is technically and commercially feasible;
(iii)
its future economic benefits are probable;
(iv)
its ability to use or sell the developed asset; and
(v)
the availability of adequate technical, financial and other resources to complete the asset under
development.
Capitalised development expenditure is measured at cost less accumulated amortisation and
impairment losses, if any. Development expenditure initially recognised as an expense is not
AIQ Limited
Annual Report 2025
33
The Group accounts for expected credit losses and changes in those expected credit losses at each
reporting date to reflect changes in credit risk since initial recognition of the financial assets. The credit
event does not have to occur before credit losses are recognised. IFRS 9 “Financial Instruments”
allows for a simplified approach for measuring the loss allowance at an amount equal to lifetime
expected credit losses for trade receivables and contract assets.
The expected credit losses are estimated using a provision based on the Group’s historical credit loss
experience, adjusted for factors that are specific to the debtors, general economic conditions and an
assessment of both the current as well as the forecast direction of conditions at the reporting date,
including time value of money where appropriate.
As the Group is at an early stage and the volume of sales is very low, it does not have significant
amounts of historic information on credit losses. Accordingly, only specific provisions are made if
required.
The Group considers a financial asset in default when contractual payments are between 30 to 180
days past due. However, in certain cases, the Group may also consider a financial asset to be in
default when internal or external information indicates that the Group is unlikely to receive the
outstanding contractual amounts in full before taking into account any credit enhancements held by
the Group. A financial asset is written off when there is no reasonable expectation of recovering the
At each reporting date, the Directors assess whether indications exist that an asset may be impaired.
If indications do exist, or when annual impairment testing for an asset is required, the Directors
estimate the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s
cash-generating unit’s fair value less costs to sell and its value-in-use, and is determined for an
individual asset, unless the asset does not generate cash inflows that are largely independent of those
from other assets or groups of assets. Where the carrying amount of an asset or cash-generating unit
exceeds its recoverable amount, the Directors consider the asset impaired and write the subject asset
down to its recoverable amount. In assessing value-in-use, the Directors discount the estimated future
cash flows to their present value using a pre-tax discount rate that reflects current market assessments
of the time value of money and the risks specific to the asset. In determining fair value less costs to
sell, the Directors consider recent market transactions, if available. If no such transactions can be
identified, the Directors utilise an appropriate valuation model.
When applicable, the Group recognises impairment losses of continuing operations in the “Statements
of Profit or Loss and Other Comprehensive Income” in those expense categories consistent with the
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is
measured at cost, which comprises the initial amount of the lease liability, adjusted for, as applicable,
any lease payments made at or before the commencement date net of any lease incentives received,
any initial direct costs incurred, and an estimate of costs expected to be incurred for dismantling and
removing the underlying asset, and restoring the site or asset.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or
the estimated useful life of the asset, whichever is the shorter. Right-of-use assets are subject to
impairment or adjusted for any re-measurement of lease liabilities.
The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-
term leases with terms of 12 months or less and leases of low-value assets. Lease payments on these
Financial assets and financial liabilities are recognised in the Consolidated Statement of Financial Position
when the Group becomes a party to the contractual provisions of the instruments. Financial assets and
financial liabilities are initially measured at fair value.
Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial
liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added
AIQ Limited
Annual Report 2025
34
to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial
recognition.
Non-derivative financial instruments
Non-derivative financial instruments comprise trade and other receivables, cash and cash equivalents,
convertible loan notes, loan and trade and other payables.
Each component of the loan note (principal/ interest and conversion feature) are assessed separately.
The management has assessed the entire instrument as financial liability. Based on that, convertible
loan notes are recorded at their issue price and are carried at their face value. Subsequently, the CLN
is accounted for at amortised cost. Any interest due on these CLNs is recorded on accrual basis. On
Trade and other receivables are recognised initially at fair value. Subsequent to initial recognition they are
Trade and other payables and loan are initially recorded at fair value and subsequently are measured at
Cash and cash equivalents comprise cash balances and call deposits. are initially recorded at fair value
(i)
Initial recognition and measurement
The Group classifies its existing financial assets as financial assets carried at amortised cost. The
classification depends on the nature of the assets and the purpose for which the assets were acquired.
Management determines the classification of its financial assets at initial recognition and this designation
at every reporting date.
Financial assets carried at amortised cost
Financial assets carried at amortised cost are non-derivative financial assets with fixed or determinable
payments that are not quoted in an active market. They are presented as current assets, except for those
expected to be realised later than twelve months after the reporting date which are classified as non-
current assets. They include cash and bank balances, trade and other receivables and a rental deposit.
Subsequent to initial recognition, these assets are measured at amortised cost using the effective interest
rate method, less impairment.
Impairment of financial assets is considered using a forward-looking expected credit loss (ECL) review.
De-recognition
Financial assets are de-recognised when the contractual rights to receive cash flows from the financial
assets have expired or have been transferred and the Group has transferred substantially all the risks and
rewards of ownership. On de-recognition of a financial asset in its entirety, the difference between the
carrying amount and the sum of the consideration received and any cumulative gain or loss that had been
The Company's financial liabilities include trade and other payables, accruals and convertible loan notes.
Financial liabilities are recognised when the Group becomes a party to the contractual provision of the
instrument. All financial liabilities are recognised initially at their fair value, net of transaction costs, and
subsequently measured at amortised cost, using the effective interest method, unless the effect of
discounting would be insignificant, in which case they are stated at cost.
The Group derecognises financial liabilities when, and only when, the Company's obligations are
AIQ Limited
Annual Report 2025
35
Loans or borrowings are recognised initially at fair value, net of transaction costs incurred. They are
subsequently carried at amortised cost: any difference between the proceeds and the redemption
value is recognised in the income statement over the period of the borrowings, using the effective
interest method. Borrowings are classified as current liabilities unless the Group or Parent Company
has a contractual right to defer settlement of the liability for at least one year after the end of the
Proceeds from issuance of ordinary shares are classified as equity. Amounts in excess of the nominal
value of the shares issued are recognised as share premium.
Transaction costs that are directly attributable to the issue of share capital are deducted from share
Current tax
Current tax is the expected amount of income taxes payable in respect of the taxable profit for the
reporting period and is measured using the tax rates that have been enacted or substantively enacted
at the end of the reporting period, and any adjustment to tax payable in respect of previous financial
years.
Deferred tax
Deferred tax is provided in full, using the liability method, on temporary differences arising between
the tax bases of assets and liabilities and their carrying amounts in the Group’s Financial Statements.
Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted
by the reporting date and expected to apply when the related deferred tax is realised or the deferred
liability is settled.
Deferred tax assets are recognised to the extent that it is probable that the future taxable profit will be
Cash and cash equivalents include cash in hand, demand deposits and other short-term highly liquid
investments with original maturities of three months or less that are readily convertible to known amounts
Finance income comprises interest receivable on funds invested.
Interest income and interest payable is recognised in profit or loss as it accrues, using the effective interest
Short-term benefits
Short-term employee benefit obligations; wages, salaries, paid annual leave, sick leave, bonuses and
non-monetary benefits, are measured on an undiscounted basis and are expensed in the profit or loss as
the related service is provided. A liability is recognised for the amount expected to be paid under short-
term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay
this amount as a result of past service provided by the employee and the obligation can be estimated
reliably.
Basic earnings per share is computed using the weighted average number of shares outstanding during
the period. Diluted earnings per share is computed using the weighted average number of shares during
AIQ Limited
Annual Report 2025
36
Share warrants
Equity-settled share-based payments against services received are measured at fair value at the date
of grant (i.e. date of agreement) by reference to the fair value of the services received. The fair value
determined at the grant date is expensed on a straight-line basis over the service period with a
ACCOUNTING ESTIMATES AND JUDGEMENTS
Preparation of financial information in conformity with IFRS requires management to make judgements,
estimates and assumptions that affect the application of accounting policies and the 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 judgements about carrying values of assets
and liabilities that are not readily apparent from other sources.
The key estimates and underlying assumptions concerning the future and other key sources of estimation
uncertainty at the statement of financial position date, that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the next financial period 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.
For the Cashflow forecast, the management estimates and judgements were involved in revenue
Year | Year | |
ended | ended | |
31 October | 31 October | |
2025 | 2024 | |
£ | £ | |
Software development income | - | 304,233 |
Total | - | 304,233 |
All revenues were generated in Asia.
There were no revenues generated during the year ended 31 October 2025, (2024: one of three
customers accounted for £265,069 (87%)) of the Group’s revenues.
An analysis of the 2024 comparative revenues was as follows:
31 October | 31 October | |
2025 | 2024 | |
Services | Services | |
transferred | transferred | |
over time | over time | |
£ | £ | |
Software development income | - | 304,233 |
Total | - | 304,233 |
IFRS 8 defines operating segments as those activities of an entity about which separate financial
information is available and which are evaluated by the Board of Directors to assess performance and
determine the allocation of resources. The Board of Directors is of the opinion that under IFRS 8 the Group
has only one operating segment, information technology product and services. In addition, the Group is
only trading in Asia and therefore there is only one geographical segment. The Board of Directors
assesses the performance of the operating and geographical segments using financial information that is
AIQ Limited
Annual Report 2025
37
measured and presented in a manner consistent with that in the Financial Statements. Segmental
reporting will be reviewed and considered in light of the development of the Group’s business over the
Loss from continuing operations has been arrived at after charging:
Year | Year | |
ended | ended | |
31 October | 31 October | |
2025 | 2024 | |
£ | £ | |
Auditor’s remuneration: | ||
- Group Auditor – accrued fees | 35,000 | 43,000 |
- Statutory Auditor in Hong Kong | 793 | 803 |
Year | Year | |
ended | ended | |
31 October | 31 October | |
2025 | 2024 | |
Cost of sales: | £ | £ |
Purchases | - | 73,644 |
- | 73,644 |
Year | Year | |
ended | ended | |
31 October | 31 October | |
2025 | 2024 | |
Administrative expenses: | £ | £ |
Directors’ remuneration | 84,320 | 84,320 |
Wages and salaries | 87,908 | 104,165 |
Consultancy fees | 33,000 | 36,000 |
Depreciation of tangible fixed assets | 2,228 | 2,364 |
Office costs | 7,986 | 8,774 |
Professional fees | 73,903 | 70,599 |
Regulatory fees | 39,210 | 33,389 |
Property costs | 9,403 | 13,386 |
Secretarial fees | 32,139 | 33,322 |
Audit fees | 35,793 | 43,803 |
Travel. Subsistence and Entertainment | 8,199 | 7,375 |
Other costs | 27,416 | 31,137 |
441,505 | 468,634 |
AIQ Limited
Annual Report 2025
38
STAFF COSTS AND KEY MANAGEMENT EMOLUMENTS
Year | Year | |
ended | ended | |
31 October | 31 October | |
2025 | 2024 | |
Staff costs: | £ | £ |
Wages and salaries | 169,814 | 184,229 |
Social security costs | 2,414 | 4,256 |
Post-employment benefits | - | - |
172,228 | 188,485 |
remuneration was as follows:
Year | Year | |
ended | ended | |
31 October | 31 October | |
2025 | 2024 | |
Key management personnel: | £ | £ |
Wages and salaries (including Directors | 160,916 | 161,079 |
as detailed in the Directors’ Remuneration | ||
Report on page 18) | ||
Social security costs | 1,785 | 1,788 |
Post-employment benefits | - | - |
162,701 | 162,867 |
Included within accruals is £5,891 (2024: £12,216), which relates to Directors’ remuneration yet to be paid.
The average monthly number of employees during the year ended 31 October 2025 was as follows:
Year | Year | |
ended | ended | |
31 October | 31 October | |
2025 | 2024 | |
No. | No. | |
Management | 5 | 5 |
Administrative | 1 | 2 |
Operations | 1 | 2 |
7 | 9 |
AIQ Limited
Annual Report 2025
39
The Company is incorporated in the Cayman Islands, and its activities are subject to taxation at a rate of
0%. Loss before taxation is £380,614.
The income tax rate in Malaysia is calculated at the Malaysian statutory tax rate of 24% of the chargeable
income for the year, except for companies with paid-up capital of RM2.5million (approximately £460,000)
and below at the beginning of the basis period and gross income from source of business not exceeding
RM50million (approximately £9.4 million), the first RM600,000 (approximately £110,000) of chargeable
income is subject to tax at a rate of 17%.
A reconciliation of income tax applicable to the loss before taxation at the statutory tax rate to the
income tax at the effective tax rate of Alchemist Codes is as follows:
Year | Year | |
ended | ended | |
31 October | 31 October | |
2025 | 2024 | |
£ | £ | |
Gain/(Loss) before taxation | 16,785 | (1,761) |
Tax calculated at the standard rate of tax | ||
applicable to Alchemist Codes of 24% (2024: at | ||
24%) | 4,028 | (423) |
Tax effects of: | ||
Non-deductible expenditure | - | - |
Taxable profit relieved against tax losses | ||
brought forward | (4,028) | - |
Unrelieved tax losses carried forward | - | 423 |
Tax charge/(credit) | - | - |
The income tax rate used above excludes that of Alcodes International due to the scaling of Hong
Kong tax rates making any estimation of tax rate difficult. No tax is payable for the current year as the
Company incurred losses.
The Group has not recognised deferred tax assets on carried forward tax losses as the management
is not certain that it will generate sufficient taxable profits in the near future to absorb such carried
AIQ Limited
Annual Report 2025
40
The Group presents basic and diluted earnings per share information for its ordinary shares. Basic
earnings per share is calculated by dividing the loss attributable to ordinary shareholders of the Company
by the weighted average number of ordinary shares in issue during the reporting period. Diluted earnings
per share is determined by adjusting the profit or loss attributable to ordinary shareholders and the
weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary
shares.
There is no difference between the basic and diluted earnings per share, as the warrants and loan
notes are anti-dilutive in nature and therefore the diluted loss per share has not been presented.
Year ended | Year ended | |
31 October | 31 October | |
2025 | 2024 | |
Loss attributable to ordinary shareholders (£) | ||
Continuing operations | (464,374) | (267,656) |
Discontinuing operations | 16,785 | (1,761) |
Basic - Weighted average number of shares | 64,760,721 | 64,760,721 |
Basic earnings per share (expressed as £ per | ||
share) | ||
from continuing operations | (0.0072) | (0.0042) |
from discontinued operations | 0.0003 | (0.0000) |
On loss for the year | (0.0069) | (0.0042) |
AIQ Limited
Annual Report 2025
41
Fixtures and | Office | Computer | ||
fittings | equipment | equipment | Total | |
£ | £ | £ | £ | |
Cost | ||||
At 1 November 2023 | 192 | 10,241 | 2,238 | 12,671 |
Additions | - | - | - | - |
Currency translation | ||||
differences | - | (490) | (24) | (514) |
As at 31 October 2024 | 192 | 9,751 | 2,214 | 12,157 |
At 1 November 2024 | 192 | 9,751 | 2,214 | 12,157 |
Additions | - | - | - | - |
Currency translation | ||||
differences | - | (188) | (9) | (197) |
As at 31 October 2025 | 192 | 9,563 | 2,205 | 11,960 |
Accumulated | ||||
depreciation | ||||
At 1 November 2023 | 192 | 5,578 | 17 | 5,787 |
Depreciation for the | ||||
year | - | 1,921 | 443 | 2,364 |
Disposals | - | - | - | - |
Currency translation | ||||
differences | - | (281) | (1) | (282) |
As at 31 October 2024 | 192 | 7,218 | 459 | 7,869 |
At 1 November 2024 | 192 | 7,218 | 459 | 7,869 |
Depreciation for the | ||||
year | - | 1,808 | 443 | 2,251 |
Currency translation | ||||
differences | - | (187) | (4) | (191) |
As at 31 October 2025 | 192 | 8,839 | 898 | 9,929 |
Carrying amounts | ||||
At 31 October 2025 | - | 724 | 1,307 | 2,031 |
At 31 October 2024 | - | 2,533 | 1,755 | 4,288 |
AIQ Limited
Annual Report 2025
42
Incorporation of AIQ Vision Limited
On 13 August 2025, the Company incorporated AIQ Vision Limited, in which it has a 60% shareholding,
in the Cayman Islands. AIQ Vision incurred losses of £4,347 for the period to 31 October 2025.
The principle activity of AIQ Vision is providing artificial intelligence, high performance computing and
cloud services to upgrade the digital infrastructure of companies and data centres.
US$ | £ | |
Ordinary shares issued of | 50,000 | 37,197 |
Percentage held | 60% | 60% |
Value of investment held by AIQ | 30,000 | 22,318 |
Non-controlling interest share in share capital | 20,000 | 14,879 |
Non-controlling interest share in loss | 2,312 | 1,739 |
Total non-controlling interest at 31 October 2025 | 17,688 | 13,140 |
13. DISPOSAL OF SUBSIDIARY
On 31 October 2023, the Company commenced the strike off process to dispose of its subsidiary Alchemist
Codes Sdn Bhd and the Company was officially wound up on 10 February 2025.
The loss on discontinued operation, net of tax was:
Year | Year | |
ended | ended | |
31 October | 31 October | |
2025 | 2024 | |
£ | £ | |
Administrative Expenses | ||
Office costs | - | 76 |
Secretarial fees | - | 1,066 |
Audit fees | - | 1,171 |
Other costs | - | (555) |
- | 1,758 | |
Loss on foreign exchange | - | (3) |
Recycle of foreign currency translation reserve on winding up | 16,785 | - |
Gain/(loss) on discontinued operation net of tax | 16,785 | (1,761) |
Cashflow from discontinued operating activities | - | (1,761) |
AIQ Limited
Annual Report 2025
43
As at | As at | |
31 October | 31 October | |
2025 | 2024 | |
£ | £ | |
Prepayments and other receivables | 30,961 | 19,779 |
30,961 | 19,779 |
As at | As at | |
31 October | 31 October | |
2025 | 2024 | |
£ | £ | |
Cash at bank | 19,879 | 44,173 |
Cash in hand | 43 | 183 |
19,922 | 44,356 |
As at | As at | |
31 October | 31 October | |
2025 | 2024 | |
£ | £ | |
Trade payables | 5,603 | 927 |
Other creditors | 3,502 | 33,791 |
Accruals | 134,984 | 130,261 |
Director’s loan | 602,808 | 147,309 |
Deferred revenue | - | - |
Taxes and social security | 328 | 598 |
747,225 | 312,886 |
Included within accruals is £5,891 (2024: £12,216), which relates to Directors’ remuneration yet to be paid
and interest on loan notes of £92,055 (2024: £67,055). An interest free loan repayable on demand was
made to the Company by Li Chun Chung, a Director of the Company, amounting to £602,808 as at 31
AIQ Limited
Annual Report 2025
44
Number | Nominal | |
value | ||
£ | ||
Authorised | ||
Ordinary shares of £0.01 each | 800,000,000 | 8,000,000 |
As at 31 October 2025 | 64,760,721 | 647,607 |
As at | As at | |
31 Oct 2025 | 31 Oct 2024 | |
£ | £ | |
As at beginning of year | 647,607 | 647,607 |
Issued during the year | - | - |
As at end of year | 647,607 | 647,607 |
The holders of ordinary shares are entitled to receive dividends as may be declared from time to time and
The foreign currency translation reserve represents cumulative foreign exchange differences arising from
the translation of the financial statements of foreign subsidiaries and is not distributable by way of
dividends.
19. SHARE WARRANT RESERVE
On 3 October 2022 the Company granted 300,000 warrants to Guild Financial Advisory (“GFA”), the
Company’s corporate adviser, exercisable at a price of £0.01 for a period of up to ten years. The warrants
were granted in return in part for their corporate financial services carried out for a period of 12 months
whereby it was
agreed that GFA would provide services for an amount of £24,000 with £12,000 being
settled in cash and the balance of £12,000 represented by the issue of the warrants.
As a result of this
the fair value of the warrants was deemed to be £12,000 spread evenly over the 12-month period of
the contract, £1,000 was expensed in October 2022 and £11,000 has been expensed during the year
AIQ Limited
Annual Report 2025
45
On 25 January 2022, the Company entered into an unsecured convertible loan note agreement for a
total subscription of £500,000 (the “Loan Notes”). Pursuant to this instrument, the Company
immediately raised £500,000 through the issue of unsecured convertible loan notes to several existing
investors (together the “Noteholders”), including an Executive Director of the Company.
On 31 July 2023, the Company came to an agreement to amend certain terms of the convertible loan
note instrument whereby the expiration date of the convertible loan notes was extended by a period of
12 months from 24 January 2024 to 24 January 2025; on 24 February 2025, agreed to further extend
the expiration date to 31 January 2027; and, on 12 February 2026, agreed to further extend the
expiration date to 1 July 2028. All other details of the Convertible Loan Note Facility remained
unchanged, namely and the loan notes can be repaid, in part or in full, by the Company on 31
December in any year prior to the Expiration Date by giving not less than 14 days' written notice to the
Noteholders. All outstanding Loan Notes attract interest at a rate of 5% per annum from the date of
issue (25 January 2022) to the date of repayment or conversion and is payable on the anniversary of
the issue of the Loan Notes.
The Loan Notes shall be convertible into new ordinary shares of the Company at the lesser of 11 pence
per ordinary share or the Volume Weighted Average Price of the Company's ordinary shares on the
London Stock Exchange in the seven-day period prior to the date on which the Loan Note is converted
into ordinary shares. The Loan Notes shall be convertible, in part or in full, at any time from the date
of issue until the Expiration Date at the option of the Noteholders by giving to the Company at least
one week's written notice.
The Loan Notes have been issued to the Noteholders as follows:
a.
£250,000 to Li Chun Chung, an Executive Director of the Company and who has an interest
in 1,425,500 ordinary shares in the Company, representing 2.2% of the Company’s issued
share capital
b.
£125,000 to Soon Beng Gee who has an interest in 11,766,650 ordinary shares, representing
18.2% of the Company’s issued share capital
c.
£125,000 to Lee Chong Liang who has an interest in 11,766,650 ordinary shares,
representing 18.2% of the Company’s issued share capital
AIQ Limited
Annual Report 2025
46
a) Categories of financial instruments
The carrying amounts and fair value of the Group’s financial assets and liabilities as at the end of the
reporting period are as follows:
Financial assets at amortised cost:
As at | As at | |
31 October | 31 October | |
2025 | 2024 | |
£ | £ | |
Prepayments and other receivables | 30,961 | 19,779 |
Cash and cash equivalents | 19,860 | 44,356 |
50,821 | 64,135 |
Financial liabilities at amortised cost:
As at | As at | |
31 October | 31 October | |
2025 | 2024 | |
£ | £ | |
Convertible loan notes | 500,000 | 500,000 |
Trade payables | 5,603 | 927 |
Accruals and other payables | 138,815 | 164,052 |
Director’s loan | 602,808 | 147,309 |
1,247,226 | 812,288 |
The financial assets and financial liabilities maturing within the next 12 months approximate their fair
values due to the relatively short-term maturity of the financial instruments.
b) Financial risk management objectives and policies
The Group is exposed to a variety of financial risks: market risk (including interest rate risk and currency
risk), credit risk and liquidity risk. The risk management policies employed by the Group to manage these
risks are discussed below. The primary objectives of the financial risk management function are to
establish risk limits, and then ensure that exposure to risk stays within these limits. The operational and
legal risk management functions are intended to ensure proper functioning of internal policies and
procedures to minimise operational and legal risks.
i)
Interest rate risks
Certain cash holdings and cash equivalents are held in accounts with variable rates. If interest rates were
to increase or decrease by 2%, the effect would not be material.
Currency risks
The Group is exposed to exchange rate fluctuations as certain transactions are denominated in foreign
currencies.
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate due to
changes in foreign exchange rates.
The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to its financing
activities (when cash balances are denominated other than in a company’s functional currency).
Most of the Group’s transactions are carried out in Pounds, Hong Kong Dollar (‘HK$’) and United States
Dollar (‘US$’). Foreign currency risk is monitored closely on an ongoing basis to ensure that the net
exposure is at an acceptable level.
The Group maintains a natural hedge whenever possible, by matching the cash inflows (revenue stream)
and cash outflows used for purposes such as capital and operational expenditure in the respective
functional currencies.
AIQ Limited
Annual Report 2025
47
At 31 October 2025 the Group had £822 (2024: £32,181) of cash and cash equivalents in United States
Dollar accounts. At 31 October 2025, had the exchange rate between the Pound Sterling and United
States Dollar increased/decreased by 10%, the effect on the result in the period would be a gain/loss of
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial
loss to the Group. Credit allowances are made for estimated losses that have been incurred by the
reporting date. No such amounts have been made to date.
Concentrations of major credit risk exist to the extent that the equivalent of £8,845 of the Group's bank
balances were held with DBS Bank Limited in Singapore and the equivalent of £5,676 was held with
Standard Chartered Bank in Hong Kong. There are bank balances with other banks totalling to £5,358
where the credit risk is relatively low.
S&P Global Ratings affirmed on 31 October 2025 the issuer credit ratings of DBS Bank Limited at AA-
and Standard Chartered at BB.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with
its financial liabilities. The Group's approach to managing liquidity is to ensure, as far as possible, that it
will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed
conditions, without incurring unacceptable losses or risking damage to the Group's reputation.
The Group's financial liabilities are primarily the convertible loan notes and trade and other payables. For
terms of convertible loan notes refer to Note 20. The trade and other payables are unsecured, interest-
The Group manages its capital to ensure that it will be able to continue as a going concern while
maximising the return to shareholders through the optimisation of the balance between debt and equity.
The capital structure of the Group as at 31 October 2025 consisted of ordinary shares and equity
attributable to the shareholders of the Company, totalling £(1,206,312) (2024: £(756,463) (disclosed
in the statement of changes in equity excluding share warrants reserve).
The capital structure is reviewed on an ongoing basis. As part of this review, the Directors consider
The remuneration of the Directors of the Company is set out in the Report of the Remuneration
Committee.
Dwight Mighty’s Director’s fees amounting to £25,300 were paid through his company, Modwenna
Sports Advisors Limited.
Included within accruals is £5,891 (2024: £12,216), which relates to Directors’ remuneration
outstanding.
In addition to the remuneration, other costs incurred in relation to services provided by related parties
of Directors were as follows:
A total of £36,850 (2024: £36,170) was paid during the year to Gracechurch Group for financial PR
services, a company in which Harry Chathli and Dwight Mighty are directors and shareholders.
A total of £18,000 (2024: £18,000) was paid to Ever Billions International Limited for general
management services, a company in which Li Chun Chung is a director.
A convertible loan note amounting to £250,000 has been issued to Li Chun Chung, an Executive
Director of the Company, the details of which are disclosed in Note 20. Interest amounting to £12,500
(2024: £12,500) was accrued and payable to Li Chun Chung.
AIQ Limited
Annual Report 2025
48
An interest-free loan was made to the Company by Li Chun Chung amounting to £602,808 as at 31
The Company agreed with the loan note holders to extend the maturity date of the Company’s
convertible loan note facility to 1 July 2028.
The Company entered into an agreement for interest-free, unsecured loans from Li Chun Chung, a
As at 31 October 2025, no one entity or individual owns greater than 50% of the issued share capital,
or holds significant control over the Company. Therefore, the Directors have determined the Company
AIQ Limited
Annual Report 2025
49
COMPANY INFORMATION
Directors
Harry Chathli, Independent Non-Executive Chairman
Charles Yong Kai Yee, Executive Director
Li Chun Chung, Executive Director
Dwight Mighty, Independent Non-Executive Director
Company Secretary
MSP Secretaries Limited
27/28 Eastcastle Street
London W1W 8DH
Registered office of the Company
Genesis Building, 5
th
Floor
Genesis Close, PO Box 446
Cayman Islands, KY1-1106
Financial Adviser
Guild Financial Advisory Limited
382 Russell Court
Woburn Place
London WC1H 0NH
Auditors
PKF Littlejohn LLP
15 Westferry Circus
London E14 4HD
Registrars
Computershare Investor Services (Cayman) Limited
The R&H Trust Co. Ltd.
Winward 1, Regatta Office Park
West Bay Road Grand Cayman KY1-1103
Cayman Island
Principal Bankers
DBS Bank (Hong Kong) Limited
18th Floor, The Center
99 Queen’s Road Central
Central Hong Kong
Bank of China (Hong Kong) Limited
Bank of China Tower
1 Garden Road
Central Hong Kong
Financial PR
Gracechurch Group
48 Gracechurch Street
London EC3V 0EJ
Company Website
www.aiqhub.com