XLON:AMOI ESEF Annual Report
ANEMOI INTERNATIONAL LTD. (XLON:AMOI)
ESEF Annual Report
2023-07-13
For: 2022-12-31
View Original
Added on
October 02, 2026
Report and Financial Statements
Year to 31 December 2022
Anemoi International Limited
2 Anemoi International Limited | Annual Report and Accounts 2022
CONTENTS
Page
2022 Highlights 3
Chairman’s Statement 4
Directors’ Report 5-7
Corporate Governance Statement 8-11
Independent Auditor’s Report to the Shareholders’ of Anemoi International Ltd 12-14
Consolidated Income Statement 15
Consolidated Statement of Comprehensive Income 16
Consolidated Statement of Financial Position 17
Consolidated Statement of Cash Flows 18
Consolidated Statement of Changes in Equity 19
Notes to the Financial Statements 20-30
Directors, Secretary and Advisers 31
Annual Report and Accounts 2022 | Anemoi International Limited 3
2022 HIGHLIGHTS
Group Results 2022 versus 2021 GBP
• Group Operating Loss for the year £(0.8)m vs £(0.6)m
• Group Loss before taxation for the year £(0.8)m vs £(0.6)m
• Group Earnings Per Share (basic and diluted)*
1
£(0.01) vs £(0.02)
• Book value per share*
2
£0.03 vs £0.03
• Net Cash £2.2m vs £2.7m
*
1
based on weighted average number of shares in issue of 157,041,665 (2021: 38,933,104)
*
2
based on actual number of shares in issue as at 31 December 2022 of 157,041,665 (2021: 157,041,665)
2021 HIGHLIGHTS
• id4 growth below budget
Sebastien Lalande, founder and CEO departs Company
Costs slashed and business refocused on intermediate as well as end user sales
Id4revenuesandprotabilityinsufcienttosupportPublicCompanycosts
Board have been pursuing broad- based acquisition search for Reverse Take Over (RTO) candidate
AnumberofpotentialcandidatesidentiedthatfullRTOrules,whichrequiretheposttransactionmarket
value to be in excess of £30 million
Board targeting Q3 update announcement on potential transaction
4 Anemoi International Limited | Annual Report and Accounts 2022
CHAIRMAN’S STATEMENT
2022 can be viewed as a year of “one step forward, two steps sideways”. The Board’s frustration with management’s inability to take
responsibility for results ultimately resulted in the departure of Sebastien Lalande, id4’s co-founder and CEO. Costs have been further
reduced and id4’s sales efforts, as highlighted above, are now focused on BtoB as well as BtoC, thus allowing id4 to work in collaboration
with larger, better established software houses that offer complimentary solutions, but which do not offer an integrated KYC/AML as part
of their software.
During the past few months the Board have pursued a number of potential M&A opportunities and have now reduced the number that
fulltherequiredcriteriaforanRTOforalistedentitytotwopotentialcandidates.TheBoardwillupdateondiscussionsduringQ32023.
Duncan Soukup
Chairman
4 July 2023
Annual Report and Accounts 2022 | Anemoi International Limited 5
DIRECTORS’ REPORT
TheDirectorspresenttheirreportandtheauditednancialstatementsfortheperiodended31December2022.
BUSINESS REVIEW AND PRINCIPAL
ACTIVITIES
Anemoi International Ltd (the “Company”) is a British
Virgin Island (“BVI”) International business company (“IBC”),
incorporated and registered in the BVI on 6 May 2020.
id4 AG was formed as part of the merger of the former id4
AG (“id4”) with and into its parent, Apeiron Holdings AG on
14 September 2021. id4 was incorporated and registered
in the Canton of Lucerne in Switzerland in April 2019 whilst
Apeiron Holdings AG was incorporated and registered in
December 2018. Following the merger, Apeiron Holdings AG
was renamed id4 AG.
DIRECTORS AND DIRECTORS’ INTERESTS
TheDirectorsoftheCompanywhoheldofceduringtheyearandtodate,includingdetailsoftheirinterestinthesharecapital
of the Company, are as follows:
Name Date Appointed Date Resigned Shares held
Executive Director
C Duncan Soukup 6 May 2020 7,925,142
T Donell 17 December 2021 21 October 2022 -
R Schimmel 17 December 2021 28 February 2022 -
Non-Executive Directors
Gareth Edwards 14 August 2020 7 February 2022 -
Luca Tomasi 5 July 2021 -
Kenneth Morgan 24 May 2022 -
T Donell 21 October 2022
Company Secretary Charles Duncan Soukup
Registered Agent Hatstone Trust Company (BVI)
Limited, Folio Chambers, PO Box 800,Road Town,
Tortola, British Virgin Islands
Registered Ofce Folio Chambers, PO Box 800,
Road Town, Tortola, British Virgin Islands
Auditor RPG Crouch Chapman LLP, 5th Floor, 14-16
Dowgate Hill, London EC4R 2SU
RELATED PARTY TRANSACTIONS
Details of all related party transactions are set out in note 16
tothenancialstatements.
OPERATIONAL RISKS
The directors recognise that commercial activities invariably
involve an element of risk. A number of the risks to which the
business is exposed, such as the condition of the UK and Swiss
domestic economies in relation to asset management and
investmentinsystems,arebeyondtheCompany’sinuence.
However, such risk areas are monitored and appropriate
mitigating action, such as reviewing the substance and timing
of the Company’s operational plans, is taken wherever
practicable inresponse to signicant changes.The directors
consider the risk areas the Company is exposed to in the light
of prevailing economic conditions and the risk areas set out in
this section are subject to review.
In relation to asset management, the Company’s approach
toriskreectstheCompany’sgranularbusinessmodeland
position in the market and involves the expertise of its
directors, management and third-party advisers. Operational
progress and key investment and disposal decisions are
considered in regular management team meetings as well as
being subject to informal peer review.
Higher level risks and nancial exposures are subject to
constant monitoring. Major investment and disposal decisions
are subject to review by the directors in accordance with a
protocol set by the Board.
The Company is dependent upon the Directors, and in
particular, Mr C. Duncan Soukup, who serves as the Chairman,
to identify potential acquisition opportunities and to execute
any acquisition. The unexpected loss of the services of Mr
Soukup or the other Directors could have a material adverse
effect on the Company’s ability to identify potential acquisition
opportunities and to execute an acquisition.
6 Anemoi International Limited | Annual Report and Accounts 2022
The Company may invest in or acquire unquoted companies,
joint ventures or projects which, amongst other things, may
be leveraged, have limited operating histories, have limited
nancialresourcesormayrequireadditionalcapital.
FINANCIAL RISKS
Detailsofthenancialinstrumentrisksandstrategyofthe
Company are set out in note 18.
DIRECTORS’ REPORT CONTINUED
RISKS AND UNCERTAINTIES
A summary of the key risks and mitigation strategies is below:
Risk Mitigation
1. Insufcientcashresourcestomeetliabilities,continueasa
goingconcernandnancekeyprojects.
Short term and annual business plans are prepared and are
reviewed on an ongoing basis.
2. Loss of key management/staff resulting in failure to identify
and secure potential investment opportunities and meet
contractual requirements.
Regular review of both the Board’s and key management’s
abilities.Reviewofsalariesandbenetsincludinglongterm
incentives and ongoing communication with key individuals.
3. Failure to maintain strong and effective relations with key
stakeholders in investments resulting in loss of contracts
or value.
The Board and senior management seek to establish
and maintain an open and transparent dialogue with key
stakeholders.
4. Failure to comply with law and regulations in the jurisdictions
in which we operate.
Keymanagementareprofessionallyqualied.Inadditionthe
Company appoints relevant professional advisers (legal, tax,
accounting etc) in the jurisdictions in which we operate.
5. Signicant changes in the political environment, including
the impact of the conict in Ukraine,, results in loss of
resources/market and/or business failure.
The Group is currently poised to take advantage of
disruption to the global economy with a low cost base and
exibilitytoscaleupasandwhentheeconomyrecovers.
Increased focus on compliance within the nancial
investmentworldwillbenetthecompanylongterm.
DIRECTORS’ RESPONSIBILITIES
The Directors have elected to prepare the nancial
statements for the Company in accordance with UK Adopted
International Accounting Standards (“IFRS”).
The Directors are responsible for keeping proper accounting
records which disclose with reasonable accuracy at any time
the nancial positionof the Company, for safeguarding the
assets and for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
International Accounting Standard 1 requires that nancial
statements present fairly for each nancial period the
Company’s nancial position, nancial performance and
cash ows.This requires the faithful representation of the
effects of transactions, other events and conditions in
accordance with the denitions and recognition criteria
for assets, liabilities, income and expenses set out in the
International Accounting Standards Board’s ‘Framework for
thepreparationandpresentationofnancialstatements’.In
virtually all circumstances, a fair presentation will be achieved
by compliance with all applicable International Financial
Reporting Standards as adopted by the United Kingdom. A
fair presentation also requires the Directors to:
• select and apply appropriate accounting policies;
• present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
• provide additional disclosures when compliance with
the specic requirements in UK adopted IFRSs is
insufcienttoenableuserstounderstandtheimpactof
particular transactions, other events and conditions on
theentity’snancialpositionandnancialperformance;
and
• preparethenancialstatementsonthegoingconcern
basis unless it is inappropriate to presume that the
Company will continue in business.
Annual Report and Accounts 2022 | Anemoi International Limited 7
DIRECTORS’ REPORT CONTINUED
All of the current Directors have taken all the steps that
they ought to have taken to make themselves aware of
any information needed by the Company’s auditors for the
purposes of their audit and to establish that the auditors are
aware of that information. The Directors are not aware of any
relevant audit information of which the auditors are unaware.
The nancial statements are published on the Group’s
website. The maintenance and integrity of the Group’s
website is the responsibility of the Directors. The Directors’
responsibility also extends to the ongoing integrity of the
nancialstatementscontainedtherein.
AGM
The Annual General Meeting was held at Anjuna, 28 Avenue
de la Liberté, 06360 Éze France on 29 June 2023 at 11.30
(CEST).
AUDITORS
A resolution to conrm the appointment of RPG Crouch
Chapman as the Company’s auditors was submitted to the
shareholders at the Annual General Meeting.
Approved by the Board and signed on its behalf
by
C.Duncan Soukup
Chairman
04 July 2023
8 Anemoi International Limited | Annual Report and Accounts 2022
Anemoi International Ltd (“Anemoi” or the “Company”) is a
company registered on the Main Market of the London Stock
Exchange.
The Company is subject to, and complies with, the relevant
Financial Conduct Authority’s (“FCA”) Listing Rules (“Listing
Rules”), the Market Abuse Regulation and the Disclosure
Guidance and Transparency Rules of the Financial Conduct
Authority.
On17December2021theCompanyconrmeditsshares
were re-admitted to trading on the London Stock Exchange’s
main market. The Board recognises the importance and value
for the Company and its shareholders of good corporate
governance. The Company Statement on Corporate
Governance is in full below.
BOARD OVERVIEW
In formulating the Company’s corporate governance
framework, the Board of Directors have reviewed the
principles of good governance set out in the QCA code
(the Corporate Governance Code for Small and Mid-
Sized Quoted Companies 2018 published by the Quoted
Companies Alliance) so far as is practicable and to the extent
they consider appropriate with regards to the Company’s
size, stage of development and resources. However, given the
modest size and simplicity of the Company, at present the
Board of Directors do not consider it necessary to adopt the
QCA code in its entirety but does apply the principles, as set
out below.
The purpose of corporate governance is to create value and
long-term success of the Group through entrepreneurism,
innovation, development and exploration as well as provide
accountability and control systems to mitigate risks involved.
COMPOSITION OF THE BOARD AND BOARD
COMMITTEES
As at the date of this report, the Board of Anemoi International
Ltd comprises of one Executive Director and three Non-
Executive Directors.
BOARD BALANCE
The current Board membership provides a balance of industry
and nancial expertise which is well suited to theGroup’s
activities. This will be monitored and adjusted to meet the
Group’s requirements. The Board is supported by the Audit
Committee, Remuneration Committee and Regulatory
Compliance Committee, all of which have the necessary
character, skills and knowledge to discharge their duties and
responsibilities effectively.
Further information about each Director may be found on
the Company’s website at https://anemoi-international.com/
investor-relations/board-of-directors/. The Board seeks to
ensure that its membership has the skills and experience that
it requires for its present and future business needs.
The Board has a procedure allowing Directors to seek
independent professional advice in furtherance of their duties,
at the Company’s expense.
RE-ELECTION OF DIRECTORS
In line with the QCA Code, all Directors are subject to re-
election each year, subject to satisfactory performance.
BOARD AND COMMITTEE MEETINGS
TheBoardmeetssufcientlyregularlytodischargeitsduties
effectively with a formal schedule of matters specically
reserved for its decision.
Due to the short period of time following the completion of
the re-listing and the period end, the Board as it stands did
not need to meet. However during the period prior to the
relisting and the previous Board composition the Board met
on a number of occasions in order to conduct the activity
required of the business:
Director Meetings attended
Duncan Soukup 3
Tim Donell 3
Luca Tomasi 3
Kenneth Morgan 3
AUDIT COMMITTEE
Duringthenancialperiodto31December2022,theAudit
Committee consisted of Luca Tomasi (Chairman) and one
other director.
The key functions of the audit committee are for monitoring
thequalityofinternalcontrolsandensuringthatthenancial
performance of the Group is properly measured and reported
on and for reviewing reports from the Company’s auditors
relating to the Company’s accounting and internal controls, in
all cases having due regard to the interests of Shareholders.
The Committee has formal terms of reference.
Former auditor, Jeffreys Henry LLP unexpectedly resigned in
December2022.Intherstquarterof2023therefore,the
Group experienced a delay in the audit process. New auditor,
RPG Crouch Chapman, was appointed on 19 April 2023. The
Company has indicated its independence to the Board. At
present, the Group does not have an internal audit function.
However, the committee believes that management has been
CORPORATE GOVERNANCE STATEMENT
Annual Report and Accounts 2022 | Anemoi International Limited 9
able to gain assurance as to the adequacy and effectiveness
of internal controls and risk management procedures. There
is no policy held on auditor rotation.
REMUNERATION COMMITTEE
During the nancial period to 31 December 2022, the
Remuneration Committee consisted of Luca Tomasi and
one other director. It is responsible for determining the
remunerationandotherbenets,includingbonusesandshare
based payments, of the Executive Directors, and for reviewing
and making recommendations on the Company’s framework
of executive remuneration. The Committee has formal terms
of reference.
The remuneration committee is a committee of the Board. It
is primarily responsible for making recommendations to the
Board on the terms and conditions of service of the executive
Directors, including their remuneration and grant of options.
STATEMENT ON CORPORATE GOVERNANCE
The corporate governance framework which Anemoi has
implemented, including in relation to board leadership and
effectiveness, remuneration and internal control, is based upon
practices which the board believes are proportionate to the
risks inherent to the size and complexity of Anemoi’s operations.
The Board considers it appropriate to adopt the principles
of the Quoted Companies Alliance Corporate Governance
Code (“the QCA Code”) published in April 2018. The extent
of compliance with the ten principles that comprise the
QCA Code, together with an explanation of any areas of
non-compliance, and any steps taken or intended to move
towards full compliance, are set out below:
1. Establish a strategy and business model
which promote long-term value for
shareholders
The Company is a Holding Company which has in the past
and will in the future seek to acquire assets which in the
opinion of the Board should generate long term gains for its
shareholders. The current strategy and business operations of
the Company are set out in the Chairman’s Statement on
page 4. Shareholders and potential investors must realise
that the objectives set out in that document are simply
that; “objectives” and that the Company may without prior
noticationchangetheseobjectivesbaseduponopportunities
presented to the Board or market conditions.
The Group’s strategy and business model and amendments
thereto, are developed by the Executive Chairman and his
senior management team, and approved by the Board.
The management team, led by the Executive Chairman, is
responsible for implementing the strategy and overseeing
management of the business at an operational level.
The Board is actively considering a number of opportunities
and, ultimately, the Directors believe that this approach will
deliver long-term value for shareholders. In executing the
Group’s strategy, management will seek to mitigate/hedge risk
whenever possible.
As a result of the Board’s view of the market, the Board has
adopted a two-pronged approach to future investments:
1. Opportunistic: where an acquisition or investment
exists because of price dislocation (the price of a stock
collapses but fundamentals are unaffected) or where the
Boardidentiesaspecial“offmarket”opportunity;
2. Finance: The Board seeks opportunities in the FinTech
sector.
The above outlined strategy is subject to change depending
ontheBoard’sndingsandprevailingmarketconditions
2. Seek to understand and meet shareholder
needs and expectations
The Board believes that the Annual Report and Accounts,
and the Interim Report published at the half-year, play
an important part in presenting all shareholders with an
assessment of the Group’s position and prospects. All reports
and press releases are published in the Investor Relations
section of the Company’s website.
3. Take into account wider stakeholder and
social responsibilities and their implications
for long-term success
The Group is aware of its corporate social responsibilities
and the need to maintain effective working relationships
across a range of stakeholder groups. These include the
Group’s consultants, employees, partners, suppliers, regulatory
authorities and entities with whom it has contracted. The
Group’s operations and working methodologies take account
of the need to balance the needs of all of these stakeholder
groups while maintaining focus on the Board’s primary
responsibility to promote the success of the Group for the
benetofitsmembersasawhole.TheGroupendeavoursto
take account of feedback received from stakeholders, making
amendments where appropriate and where such amendments
are consistent with the Group’s longer term strategy.
The Group takes due account of any impact that its activities
may have on the environment and seeks to minimise this
impact wherever possible. Through the various procedures
and systems it operates, the Group ensures full compliance
with health and safety and environmental legislation relevant
CORPORATE GOVERNANCE STATEMENT
CONTINUED
10 Anemoi International Limited | Annual Report and Accounts 2022
to its activities. The Group’s corporate social responsibility
approach continues to meet these expectations.
4. Embed effective risk management,
considering both opportunities and threats,
throughout the organisation
The Board is responsible for the systems of risk management
and internal control and for reviewing their effectiveness.
The internal controls are designed to manage and whenever
possible minimise or eliminate risk and provide reasonable
but not absolute assurance against material misstatement
or loss. Through the activities of the Audit Committee, the
effectiveness of these internal controls is reviewed annually.
A budgeting process is completed once a year and is reviewed
and approved by the Board. The Group’s results, compared
with the budget, are reported to the Board on a regular basis.
The Group maintains appropriate insurance cover in respect
of actions taken against the Directors because of their roles,
as well as against material loss or claims against the Group.
The insured values and type of cover are comprehensively
reviewed on a periodic basis.
The senior management team meet regularly to consider
new risks and opportunities presented to the Group, making
recommendations to the Board and/or Audit Committee as
appropriate.
The Board has an established Audit Committee.
The Company receives comments from its external auditors
on the state of its internal controls.
ThemoresignicantriskstotheGroup’soperationsandthe
management of these have been disclosed in the Director’s
Report on page 5.
5. Maintain the Board as a well-functioning,
balanced team led by the Chair
The Board currently comprises three non-executive Directors,
and an Executive Chairman. Directors’ biographies are set out
in the Board of Directors section of the Company’s website.
All of the Directors are subject to election by shareholders
attherstAnnualGeneralMeetingaftertheirappointment
to the Board and will continue to seek re-election every year.
The Board is responsible to the shareholders for the proper
management of the Group and, in normal circumstances,
meets at least four times a year to set the overall direction
andstrategyoftheGroup,toreviewoperationalandnancial
performance and to advise on management appointments.
TheBoardconsidersitselftobesufcientlyindependent.The
QCA Code suggests that a board should have at least two
independent Non-executive Directors. Both of the Non-
executive Directors who sat on the Board of the Company
at the year-end are regarded as independent under the QCA
Code’s guidance for determining such independence.
Non-executive Directors receive their fees in the form of a
basic cash fee based on attendance at board calls and board
meetings. Directors are eligible for bonuses. The current
remuneration structure for the Board’s Non-executive
Directors is deemed to be proportionate.
6. Ensure that between them, the directors
have the necessary up-to-date experience,
skills and capabilities
The Board considers that the Non-executive Directors are
of sufcient competence and calibre to add strength and
objectivity to its activities, and bring considerable experience
intechnical,operationalandnancialmatters.
The Company has put in place an Audit Committee as well as
a Remuneration Committee.
The Board regularly reviews the composition of the Board to
ensure that it has the necessary breadth and depth of skills to
support the on-going development of the Group.
The Chairman requires that the Directors’ knowledge is kept
up to date on key issues and developments pertaining to the
Group, its operational environment and to the Directors’
responsibilities as members of the Board. During the course
of the year, Directors received updates from various external
advisers on a number of regulatory and corporate governance
matters.
Directors’ service contracts or appointment letters make
provision for a Director to seek personal advice in furtherance
of his or her duties and responsibilities.
7. Evaluate Board performance based on clear
and relevant objectives, seeking continuous
improvement
The Board’s performance is measured by the success of the
Company’s acquisitions and investments and the returns
that they generate for shareholders and in comparison to
peer group companies. This performance is presented in
the Group’s monthly management accounts and reported,
discussed and reviewed with the Board regularly
8. Promote a corporate culture that is based
on ethical values and behaviours
The Board seeks to maintain the highest standards of integrity
and probity in the conduct of the Group’s operations. These
values are enshrined in the written policies and working
CORPORATE GOVERNANCE STATEMENT
CONTINUED
Annual Report and Accounts 2022 | Anemoi International Limited 11
practices adopted by all employees in the Group. An open
culture is encouraged within the Group. The management
team regularly monitors the Group’s cultural environment
and seeks to address any concerns than may arise, escalating
these to Board level as necessary.
The Group is committed to providing a safe environment for
its staff and all other parties for which the Group has a legal
or moral responsibility in this area.
Anemoi has a strong ethical culture, which is promoted by
the actions of the Board and management team. The Group
has an anti-bribery policy and would report any instances of
non-compliance to the Board. The Group has undertaken a
review of its requirements under the General Data Protection
Regulation, implementing appropriate policies, procedures
and training to ensure it is compliant.
9. Maintain governance structures and
processes that are fit for purpose and
support good decision-making by the Board
The Board has overall responsibility for promoting the success
of the Group. The Chairman has day-to-day responsibility
for the operational management of the Group’s activities.
The non-executive Directors are responsible for bringing
independent and objective judgment to Board decisions.
Matters reserved for the Board include strategy, investment
decisions, corporate acquisitions and disposals.
There is a clear separation of the roles of Executive Chairman
and Non-executive Directors. The Chairman is responsible
for overseeing the running of the Board, ensuring that no
individual or group dominates the Board’s decision-making
and ensuring the Non-executive Directors are properly
briefed on matters. Due to its current size, the Group does
not require nor bear the cost of a chief executive.
The Chairman has overall responsibility for corporate
governance matters in the Group but does not chair any of
the Committees. The Chairman also has the responsibility for
implementing strategy and managing the day-to-day business
activities of the Group. The Chairman is also responsible for
ensuring that Board procedures are followed and applicable
rules and regulations are complied with.
The Audit Committee normally meets at least once a year
and has responsibility for, amongst other things, planning
and reviewing the annual report and accounts and interim
statements involving, where appropriate, the external
auditors. The Committee also approves external auditors’ fees
and ensures the auditors’ independence as well as focusing on
compliance with legal requirements and accounting standards.
It is also responsible for ensuring that an effective system of
internal control is maintained. The ultimate responsibility for
reviewingandapprovingtheannualnancialstatementsand
interim statements remains with the Board.
A summary of the work of the Audit Committee undertaken
in the year ended 31 December 2022 is set out above. The
Committee has formal terms of reference, which are set out
in the Board of Directors section of the Company’s website.
The Remuneration Committee, which meets as required,
but at least once a year, has responsibility for making
recommendations to the Board on the compensation of
senior executives and determining, within agreed terms of
reference,thespecicremunerationpackagesforeachofthe
Directors. It also supervises the Company’s share incentive
schemes and sets performance conditions for share options
granted under the schemes.
A summary of the work of the Remuneration Committee
undertaken in the year ended 31 December 2022 is set out
above. The Committee has formal terms of reference.
The Directors believe that the above disclosures constitute
sufcientdisclosureto meettheQCA Code’srequirement
for a Remuneration Committee Report. Consequently, a
separate Remuneration Committee Report is not presented
in the Group’s Annual Report.
10. Communicate how the Group is governed
and is performing by maintaining a
dialogue with shareholders and other
relevant stakeholders
The Board believes that the Annual Report and Accounts, and
the Interim Report published at the half-year, play an important
part in presenting all shareholders with an assessment of the
Group’s position and prospects. The Annual Report includes
a Corporate Governance Statement which refers to the
activities of both the Audit Committee and Remuneration
Committee. All reports and press releases are published in
the Investor Relations section of the Group’s website.
TheGroup’snancialreportsandnoticesofGeneralMeetings
of the Company can be found in the Reports and Documents
section of the Company’s website. The results of voting on
all resolutions in future general meetings will be posted to
this website, including any actions to be taken as a result of
resolutions for which votes against have been received from
at least 20 per cent of independent shareholders.
C.Duncan Soukup
Chairman
04 July 2023
CORPORATE GOVERNANCE STATEMENT
CONTINUED
12 Anemoi International Limited | Annual Report and Accounts 2022
OPINION
We have audited the nancial statements of Anemoi
International Limited and its subsidiaries (the ‘Group’) for
the year ended 31 December 2022 which comprise the
Consolidated Statement of Income, Consolidated Statement
of Comprehensive Income, Consolidated Statement of
Financial Position, Consolidated Statement of Cash Flows,
Consolidated Statement of Changes in Equity, and notes to
the nancial statements, including a summary of signicant
accounting policies.The nancial reporting framework that
has been applied in their preparation is applicable law and
International Financial Reporting Standards as adopted in the
United Kingdom (IFRS).
Inouropinion,thenancialstatements:
• give a true and fair view of the state of the Group’s
affairs as at 31 December 2022 and of the Group’s loss
for the year then ended;
• have been properly prepared in accordance with IFRS.
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
nancialstatementssectionofourreport.Weareindependent
of the group in accordance with the ethical requirements that
are relevanttoourauditof the nancial statements in the
UK, including the FRC’s Ethical Standard as applied to listed
entities,andwehavefullledourotherethicalresponsibilities
in accordance with these requirements. We believe that the
auditevidencewehaveobtainedissufcientandappropriate
to provide a basis for our opinion.
CONCLUSIONS RELATING TO GOING
CONCERN
Inauditingthenancialstatements,wehaveconcludedthat
the directors’ use of the going concern basis of accounting
inthepreparationofthenancialstatementsisappropriate.
Our evaluation of the Directors’ assessment of the entity’s
ability to continue to adopt the going concern basis of
accountingincludedreviewoftheexpectedcashowsfora
period of 12 months from the reporting date compared with
the liquid assets held by the Group.
Basedontheworkwehaveperformed,wehavenotidentied
any material uncertainties relating to events or conditions
that,individuallyorcollectively,maycastsignicantdoubton
the Group’s ability to continue as a going concern for a period
ofatleasttwelvemonthsfromwhenthenancialstatements
are authorised for issue.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report.
OUR APPROACH TO THE AUDIT
In planning our audit, we determined materiality and assessed
therisksofmaterialmisstatementinthenancialstatements.In
particular, we looked at where the directors made subjective
judgements,forexampleinrespectofsignicantaccounting
estimates. As in all of our audits, we also addressed the risk of
management override of internal controls, including evaluating
whether there was evidence of bias by the directors that
represented a risk of material misstatement due to fraud.
We tailored the scope of our audit to ensure that we
performed sufcient work to be able to issue an opinion
onthenancialstatements as a whole,taking into account
the structure of the group and the parent company, the
accounting processes and controls, and the industry in which
they operate.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional
judgement, were of most signicance in our audit of the
nancial statements of the current period and include the
most signicant assessed risksof material misstatement we
identied (whether or not due to fraud), including those
which had the greatest effect on: the overall audit strategy; the
allocation of resources in the audit; and directing the efforts
oftheengagementteam.Thematteridentiedwasaddressed
inthecontextofour auditof thenancialstatementsasa
whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
INDEPENDENT AUDITOR’S REPORT TO THE
SHAREHOLDERS’ OF ANEMOI INTERNATIONAL
LTD
Annual Report and Accounts 2022 | Anemoi International Limited 13
Key audit matter How our work
addressed this matter
Carrying value of
goodwill
The carrying value of
goodwill for the Group stood
at £1.46m (2021: £1.46m) at
the balance sheet date.
This relates to the acquisition
of id4 AG in December 2021.
An annual impairment
review has been prepared
by management and no
impairment is considered
necessary for the nancial
year.
Our work included:
• Reviewing the impairment
model provided and
checking that the
net present value is
appropriate;
• Testing the integrity of the
cashowmodel;
• Discussing with Management
the assumptions used and
obtaining details to support
the key assumptions; and
• Sensitising the cash ows
for key assumptions.
Capitalisation of
development costs
The Group held £1.5m
(2021: £1.3m) of
development costs at the
balance sheet date.
This relates to the
development of software in
id4 AG.
Management have
considered all criteria for
capitalization to have been
met.
Our work included:
• Reviewing the recognition
criteria under IAS 38;
• Vouching a sample of
costs to supporting
documentation;
• Recalculating costs where
these have been allocated
on a percentage basis; and
• Reviewing management’s
assessment of the
percentages applied.
OUR APPLICATION OF MATERIALITY
We apply the concept of materiality both in planning
and performing our audit, and in evaluating the effect of
misstatements. We consider materiality to be the magnitude
bywhichmisstatements,includingomissions,couldinuence
the economic decisions of reasonable users that are taken on
thebasisofthenancialstatements.
In order to reduce to an appropriately low level the probability
that any misstatements exceed materiality, we use a lower
materiality level, performance materiality, to determine the
extent of testing needed. Importantly, misstatements below
these levels will not necessarily be evaluated as immaterial as
wealsotakeaccountofthenatureofidentiedmisstatements,
and the particular circumstances of their occurrence, when
evaluatingtheireffectonthenancialstatementsasawhole.
We consider gross assets to be the most signicant
determinantoftheGroup’snancialperformanceusedbythe
usersofthenancialstatements.Wehavebasedmateriality
on 1.5% of gross assets for each of the operating components.
Overall materiality for the Group was therefore set at £0.1m.
For each component, the materiality set was lower than the
overall group materiality.
We agreed with the Audit Committee that we would
report on all differences more than 5% of materiality
relating to the Group nancial statements.We also report
to the Audit Committee on nancial statement disclosure
mattersidentiedwhenassessingtheoverallconsistencyand
presentationoftheconsolidatednancialstatements.
OTHER INFORMATION
The directors are responsible for the other information. The
other information comprises the information included in
the annual report, other than the nancial statements and
our auditor’s report thereon. Our opinion on the nancial
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.
Inconnectionwithourauditofthenancialstatements,our
responsibility is to read the other information and, in doing
so, consider whether the other information is materially
inconsistentwiththenancialstatementsorourknowledge
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
nancialstatementsoramaterialmisstatementoftheother
information. If, based on the work we have performed, we
conclude that there is a material misstatement of this other
information, we are required to report that fact. We have
nothing to report in this regard.
RESPONSIBILITIES OF DIRECTORS
As explained more fully in the directors’ responsibilities
statement set out on page 7 the directors are responsible
forthepreparationofthenancialstatementsandforbeing
satised that they give a true and fair view, and for such
internal control as the directors determine is necessary to
enablethepreparationofnancialstatementsthat arefree
from material misstatement, whether due to fraud or error.
In preparing the nancial statements, the directors are
responsible for assessing the group’s and the parent
company’s ability to continue as a going concern, disclosing,
as applicable, matters related to going concern and using the
INDEPENDENT AUDITOR’S REPORT TO THE
SHAREHOLDERS’ OF ANEMOI INTERNATIONAL
LTD CONTINUED
14 Anemoi International Limited | Annual Report and Accounts 2022
going concern basis of accounting unless the directors either
intend to liquidate the group or the parent company or to
cease operations, or have no realistic alternative but to do so.
Those charged with governance are responsible for overseeing
theGroup’snancialreportingprocess.
AUDITOR’S RESPONSIBILITIES FOR THE
AUDIT OF THE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about
whether the nancial statements as awhole arefree from
material misstatement, whether due to fraud or error, and to
issue our opinion in an auditor’s report. Reasonable assurance
is a high level of assurance, but does not 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 aggregate, they could reasonably be
expectedtoinuencetheeconomicdecisionsofuserstaken
onthebasisofthenancialstatements.
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 legal and
regulatory frameworks within which the Group operates
focusing on those laws and regulations that have a direct effect
on the determination of material amounts and disclosures in
thenancialstatements.
• Weidentiedthe greatest riskofmaterial impact on
the nancial statements from irregularities, including fraud,
to be the override of controls by management. Our audit
procedures to respond to these risks included enquiries of
managementabouttheirownidenticationandassessment
of the risks of irregularities, sample testing on the posting of
journals and reviewing accounting estimates for biases.
Because of the inherent limitations of an audit, there is a
risk that we will not detect all irregularities, including those
leadingtoamaterialmisstatementinthenancialstatements
or non-compliance with regulation. This risk increases the
more that compliance with a law or regulation is removed
from the events and transactions reected in the nancial
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
thenancialstatementsislocatedontheFinancialReporting
Council’s website at: www.frc.org.uk/auditorsresponsibilities.
This description forms part of our Auditor’s Report.
OTHER MATTERS THAT WE ARE REQUIRED
TO ADDRESS
Wewereappointedon19April2023andthisistherstyear
of our engagement as auditors for the Group.
WeconrmthatweareindependentoftheGroupandhave
notprovidedanyprohibitednon-auditservices,asdenedby
the Ethical Standard issued by the Financial Reporting Council.
Our audit report is consistent with our additional report to
the Audit Committee explaining the results of our audit.
USE OF OUR REPORT
This report is made solely to the Group’s members, as a body.
Our audit work has been undertaken so that we might state
to the Group’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 Group and
the Group’s members, as a body, for our audit work, for this
report, or for the opinions we have formed.
Mark Wilson MA, FCA
(Senior Statutory Auditor)
For and on behalf of RPG Crouch Chapman LLP
Chartered Accountants
Registered Auditor
5th Floor, 14-16 Dowgate Hill
London
EC4R 2SU
4 July 2023
INDEPENDENT AUDITOR’S REPORT TO THE
SHAREHOLDERS’ OF ANEMOI INTERNATIONAL
LTD CONTINUED
Annual Report and Accounts 2022 | Anemoi International Limited 15
CONSOLIDATED STATEMENT OF INCOME
for the year ended 31 December 2022
2022 2021
Note GBP GBP
Continuing Operations
Revenue 3 137,288 5,603
Cost of sales (60,765 ) (3,525 )
Gross prot / (loss) 76,523 2,078
Administrative expenses excluding exceptional costs (750,192 ) (160,880 )
Exceptional administration costs 5 (58,166 ) (445,796 )
Total administrative expenses (808,358 ) (606,676 )
Operating loss before depreciation (731,835 ) (604,598 )
Depreciation and Amortisation 9 (95,994 ) (3,874 )
Impairment - -
Operating loss (827,829 ) (608,472 )
Netnancialincome/(expense) 6 (504 ) 4,942
Shareofprotsofassociatedentities 15 4,541 -
Prot/(loss) before taxation (823,792 ) (603,530 )
Taxation (685 ) -
Prot/(loss) for the period (824,477 ) (603,530 )
Earnings per share - GBP (using weighted average number of shares)
Basic and Diluted (0.01 ) (0.02 )
Basic and Diluted 8 (0.01 ) (0.02 )
Thenotesonpages20to30formanintegralpartofthisnancialinformation.
16 Anemoi International Limited | Annual Report and Accounts 2022
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
for the year ended 31 December 2022
2022 2021
GBP GBP
Prot for the nancial year (824,477 ) (603,530 )
Other comprehensive income:
Exchange differences on re-translating foreign operations 171,836 (11,779 )
Total comprehensive income (652,641 ) (615,309 )
Attributable to:
Equity shareholders of the parent (652,641 ) (615,309 )
Total Comprehensive income (652,641 ) (615,309 )
Thenotesonpages20to30formanintegralpartofthisnancialinformation.
Annual Report and Accounts 2022 | Anemoi International Limited 17
CONSOLIDATED STATEMENT OF
FINANCIAL POSITION
for the year ended 31 December 2022
2022 2021
Note GBP GBP
Assets
Non-current assets
Goodwill 9 1,462,774 1,462,774
Intangible assets 9 1,482,645 1,299,266
Property, plant and equipment 9 10,406 10,146
Investments in associated entities 15 4,541 -
Total non-current assets 2,960,366 2,772,186
Current assets
Trade and other receivables 10 386,005 628,636
Cash and cash equivalents 11 2,189,610 2,734,633
Total current assets 2,575,615 3,363,269
Liabilities
Current liabilities
Trade and other payables 12 652,057 729,724
Total current liabilities 652,057 729,724
Net current assets 1,923,558 2,633,545
Net assets 4,883,924 5,405,731
Shareholders’ Equity
Share capital 14 117,750 117,750
Share premium 5,773,031 5,768,771
Preference shares 14 246,096 246,096
Other Reserves 13 70,070 74,330
Foreign exchange reserve 300,281 (2,389 )
Retained earnings (1,623,304 ) (798,827 )
Total shareholders’ equity 4,883,924 5,405,731
Total equity 4,883,924 5,405,731
Thenotesonpages20to30formanintegralpartofthisfinancialinformation.
Thesefinancialstatementswereapprovedandauthorisedbytheboardon04July
2023.Signed on behalf of the board by:
C. Duncan Soukup
Chairman
18 Anemoi International Limited | Annual Report and Accounts 2022
CONSOLIDATED STATEMENT OF CASH FLOWS
as at 31 December 2022
Notes 2022 2021
GBP GBP
Cash ows from operating activities
Operating prot/(loss) (827,829 ) (608,472 )
Increase/(decrease) in trade and other receivables 242,631 -
(Decrease)/increase in trade and other payables (77,607 ) (47,914 )
Net exchange differences (130,723 ) 19,688
Depreciation and amortisation 9 95,994 3,874
Cash generated by operations (697,534 ) (632,824 )
Taxation (685 ) -
Net cash ow from operating activities (698,219 ) (632,824 )
Cash ows from investing activities
Sale/(purchase) of intangible assets (149,371 ) -
Acquisition of subsidiary - 18,333
Net cash ow in investing activities - continuing operations (149,371 ) 18,333
Cash ows from nancing activities
Interest Paid (42 ) (14,632 )
Repayment of loans and borrowings (60 ) -
Issue of ordinary share capital - 2,415,000
Parent company loan issuance/(repayment) - 81,893
Net cash ow from nancing activities (102 ) 2,482,261
Net increase in cash and cash equivalents (847,692 ) 1,867,770
Cash and cash equivalents at the start of the period 2,734,633 878,642
Effects of foreign exchange rate changes 302,669 (11,779 )
Cash and cash equivalents at the end of the period 2,189,610 2,734,633
Thenotesonpages20to30formanintegralpartofthisnancialinformation.
Annual Report and Accounts 2022 | Anemoi International Limited 19
CONSOLIDATED STATEMENT OF CHANGES IN
EQUITY
for the year ended 31 December 2022
Attributable to owners of the Company
Foreign Total
Share Share Preference Other Exchange Retained Shareholders
Capital Premium Shares Reserves Reserves Earnings Equity
£ £ £ £ £ £ £
Balance as at 31 December 2020 804,855 - - 74,330 9,390 (195,297 ) 693,278
Issuance of Preference shares - - 246,096 - - - 246,096
Conversion of Share Capital to par value (1,018,479 ) 1,018,479 - - - - -
Acquisition of Subsidiary 50,386 2,616,280 - - - - 2,666,666
Issuance of Share Capital 280,988 2,134,012 - - - - 2,415,000
Foreign Exchange on translation - - - - (11,779 ) - (11,779 )
Total comprehensive income for the period - - - - - (603,530 ) (603,530 )
Balance as at 31 December 2021 117,750 5,768,771 246,096 74,330 (2,389 ) (798,827 ) 5,405,731
Other Reserves - Options - 4,260 - (4,260 ) - - -
Foreign Exchange on translation - - - - 302,670 - 302,670
Total comprehensive income for the period - - - - - (824,477 ) (824,477 )
Balance as at 31 December 2022 117,750 5,773,031 246,096 70,070 300,281 (1,623,304 ) 4,883,924
Thenotesonpages20to30formanintegralpartofthisnancialinformation.
20 Anemoi International Limited | Annual Report and Accounts 2022
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2022
1. GENERAL INFORMATION
and registered in the BVI on 6 May 2020.
id4 AG is a wholly owned subsidiary of Anemoi and was formed as part of the merger of the former id4 AG (“id4”) with and
into its parent, Apeiron Holdings AG on 14 September 2021. id4 was incorporated and registered in the Canton of Lucerne in
Switzerland in April 2019 whilst Apeiron Holdings AG was incorporated and registered in December 2018. Following the merger,
Apeiron Holdings AG was renamed id4 AG.
On the 17th December 2021, the entire share capital of id4 AG was purchased by Anemoi International Ltd.
Id4 CLM (UK) Ltd is a wholly owned subsidiary of Anemoi, incorporated on 26 November 2021 in England and Wales. Id4 CLM
(UK) Ltd is a private limited company, limited by shares.
2. ACCOUNTING POLICIES
The Group financial statements consolidate those of the Company and its subsidiaries (together referred to as the “Group”).
The Group prepares its accounts in accordance with applicable UK Adopted International Accounting Standards “IFRS”.
The financial statements are expressed in GBP.
The principal accounting policies are summarised below. They have been applied consistently throughout the period covered by
these financial statements
2.1. FUNCTIONAL CURRENCY
The presentational currency of the financial statements is GBP, whereas the functional currency of the Group is US Dollars.
Transactions in foreign currencies are initially recorded in the functional currency by applying the spot exchange rate on the
date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the presentational
currency at the spot exchange rate on the balance sheet date. Any resulting exchange differences are included in the statement
of comprehensive income. Non-monetary assets and liabilities, other than those measured at fair value, are not retranslated
subsequent to initial recognition.
2.2. CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES
The Group changed to UK Adopted International Accounting Standards for the year ended 31 December 2021 onwards from
International Financial Reporting Standards (IFRSs) as adopted by the European Union for the year ended 31 December 2020.
Standards issued but not yet effective: There were a number of standards and interpretations which were in issue during the
current period but were not effective at that date and have not been adopted for these Financial Statements. The Directors have
assessed the full impact of these accounting changes on the Company. To the extent that they may be applicable, the Directors
have concluded that none of these pronouncements will cause material adjustments to the Group’s Financial Statements. They may
result in consequential changes to the accounting policies and other note disclosures. The new standards will not be early adopted
by the Group and will be incorporated in the preparation of the Group Financial Statements from the effective dates noted below.
The new standards include:
| 1 | ||
| IFRS 17 | Insurance contracts | |
| 2 1 | ||
| IAS 1 | Presentation of financial statements and IFRS Practice Statement | |
| 1 | ||
| IAS 8 | Accounting policies, changes in accounting estimates and errors | |
| 1 | ||
| IAS 12 | Income Taxes | |
| 2 | ||
| IFRS 7 | Financial Instruments: Disclosures (Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)) | |
| 2 | ||
| IFRS 16 | Leases (Amendment – to clarify how a seller-lessee subsequently measure sale and leaseback transactions) | |
| 2 | ||
| IAS 1 | Presentation of financial statements (Amendment – Classification of Liabilities as Current or Non-Current) | |
| 2 | ||
| IAS 1 | Presentation of financial statements (Amendment – Non-current Liabilities with Covenants) |
1 Effective for annual periods beginning on or after 1 January 2023
2 Effective for annual periods beginning on or after 1 January 2024
Annual Report and Accounts 2022 | Anemoi International Limited 21
2.3. JUDGEMENT AND ESTIMATES
The preparation of financial statements in conformity with IFRS requires the Directors to make judgements, estimates and
assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates
and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under
the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that
are not readily apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in
the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods
if the revision affects both current and future periods.
The key judgement areas relate to the carrying value of intangible assets which are reviewed annually for indication of impairment.
Deferred consideration as per note 16 is not currently recognised on the acquisition of .id4. AG. The deferred consideration is
contingent on the meeting of financial targets by December 2026. The Board is still confident of meeting targets however the length
of time and nature of recurring revenue, which form much of the financial targets, have suggested that withholding recognition of
deferred consideration until such time as greater steps toward the targets have been made is the prudent judgement.
2.4. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost less depreciation and any provision for impairment. Cost includes the purchase
price, including import duties, non-refundable purchase taxes and directly attributable costs incurred in bringing the asset to the
location and condition necessary for it to be capable of operating in the manner intended. Cost also includes capitalised interest on
borrowings, applied only during the period of construction.
Fixed assets are depreciated on a straight-line basis between 3 and 15 years from the point at which the asset is put into use.
2.5. INTANGIBLE ASSETS
GOODWILL
For impairment testing purposes, management considers the operations of the Group to represent a single cash generating unit
(CGU), providing software and digital solutions to the financial services industry. The directors have assessed the recoverable
amount of goodwill which in accordance with IAS 36 is the higher of its value in use and its fair value less costs to sell (fair value),
in determining whether there is evidence of impairment.
The fair value of the CGU as at 31 December 2022 is considered by the directors to be fairly represented when a discounted
cash flow valuation of detailed forecasts over 5 years in addition to a subsequent transition period of 3 years before terminal value
assumptions to establish a fair value. Forecasts assumed a discount rate of 20% and terminal growth rate of 2% respectively.
As such, the directors do not consider there to be any indication that the goodwill is impaired.
DEVELOPMENT COSTS
An intangible asset, which is an identifiable non-monetary asset without physical substance, is recognised to the extent that it is
probable that the expected future economic benefits attributable to the asset will flow to the Group and that its cost can be
measured reliably. Such intangible assets are carried at cost less amortisation. Amortisation is charged to ‘Administrative expenses’
in the Statement of Comprehensive Income on a straight-line basis over the intangible assets’ useful economic life. The amortisation
is based on a straight-line method typically over a period of 1-5 years depending on the life of the related asset.
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
Development costs are capitalised as an intangible asset only if the following conditions are met:
• an asset is created that can be identified;
• it is probable that the asset created will generate future economic benefit;
• the development cost of the asset can be measured reliably;
• it meets the Group’s criteria for technical and commercial feasibility; and
• sufficient resources are available to meet the development costs to either sell or use as an asset.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2022
22 Anemoi International Limited | Annual Report and Accounts 2022
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2022
2.6. TAXATION
The Company is incorporated in the BVI as an IBC and as such is not subject to tax in the BVI. Id4AG is incorporated in Switzerland
is subject to tax in the Canton of Lucerne. Id4 CLM (UK) Ltd is incorporated in England and Wales and therefore subject to tax
in the UK.
2.7. FOREIGN CURRENCY
Transactions in currencies other than the entity’s functional currency (foreign currencies) are recorded at the rate of exchange
prevailing on the dates of the transactions. At each reporting date, monetary assets and liabilities that are denominated in foreign
currencies are retranslated at the rates prevailing on the financial reporting date. Exchange differences arising are included in the
statement of income for the period.
Year-end GBPUSD exchange rate as at 31 Dec 2022: 1.2103 (2021: 1.3497)
Average GBPUSD exchange rate as at 31 Dec 2022: 1.2800 (2021: 1.3573)
Year-end GBPEUR exchange rate as at 31 Dec 2022: 1.1273 (2021: 1.1925)
Average GBPEUR exchange rate as at 31 Dec 2022: 1.1599 (2021: 1.1528)
Year-end GBPCHF exchange rate as at 31 Dec 2022: 1.1187 (2021: 1.2336)
Average GBPCHF exchange rate as at 31 Dec 2022: 1.1762 (2021: 1.2191)
2.8. BORROWING COSTS
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets are added to the cost of
those assets until such a time as the assets are substantially ready for their intended use or sale. All other borrowing costs are
recognised in profit and loss in the period incurred.
2.9. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Financial assets and liabilities are recognised on the Group’s statement of financial position when the Group becomes party to the
contractual provisions of the instrument.
Cash and cash equivalents comprise cash in hand and demand deposits and other short-term highly liquid investments
with maturities of three months or less at inception that are readily convertible to a known amount of cash and are subject to an
insignificant risk of changes in value.
Trade payables are not interest-bearing and are initially valued at their fair value and are subsequently measured at amortised
cost.
Equity instruments are recorded at fair value, being the proceeds received, net of direct issue costs.
Share Capital – Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or
options are shown in equity as a deduction, net of taxation, from the proceeds.
Borrowings are initially measured at fair value and are subsequently measured at amortised cost, plus accrued interest.
2.10. GOING CONCERN
The financial statements have been prepared on the going concern basis as management consider that the Group will continue in
operation for the foreseeable future and will be able to realise its assets and discharge its liabilities in the normal course of business.
The Group has fully assessed its financial commitments and at the year-end had net cash reserves of £2.2m.
In arriving at this conclusion management have prepared cash flow forecasts considering operating cash flows and capital expenditure
requirements for the Group, as well as available working capital.
Annual Report and Accounts 2022 | Anemoi International Limited 23
3. SEGMENT INFORMATION
Following the acquisition of id4 AG on 17 December 2021 the Group operated a software services segment as outlined below.
| Sale of | Sale of | ||
| Services* | Goods | Total | |
| GBP | GBP | GBP | |
| Revenue | 137,288 | - | 137,288 |
Based on these segments, the reportable segments under IFRS 8 is as follows:
| Software Sales | Other segments | Total | |
| GBP | GBP | GBP | |
| Segment income statement | |||
| Revenue | 137,288 | - | 137,288 |
| Expenses | (445,813) | (419,272) | (865,086) |
| Depreciation/Amortisation | (95,994) | - | (95,994) |
| Profit/loss before tax | (404,519) | (419,272) | |
| (823,792) | |||
| Attributable income tax expense | (685) | - | (685) |
| Profit/loss for the period | (405,204) | (419,272) | |
| (824,477) |
| Software Sales | Other segments | Total | |
| GBP | GBP | GBP | |
| Segment statement of financial position | |||
| Non-current assets | 1,493,052 | 1,467,314 | 2,960,366 |
| Current assets | 299,028 | 2,276,587 | 2,575,615 |
| Assets | 1,792,080 | 3,743,901 | 5,535,981 |
| Current liabilities | 930,401 | (278,344) | 652,057 |
| Liabilities | 930,401 | (278,344) | 652,057 |
| Net assets | 861,679 | 4,022,245 | 4,883,924 |
| Shareholders’ equity | 861,679 | 4,022,245 | 4,883,924 |
| Total equity | 861,679 | 4,022,245 | 4,883,924 |
* Sale of Services refers to SaaS based software sales at id4.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2022
24 Anemoi International Limited | Annual Report and Accounts 2022
4. OPERATING LOSS FOR THE PERIOD
The operating profit for the year is stated after charging:
| 2022 | 2021 | |
| GBP | GBP | |
| Wages and salaries | 353,859 | 68,323 |
| Social security costs | 14,222 | 3,141 |
| Pension costs | 12,961 | 1,261 |
| Audit fees | 46,790 | 7,137 |
| Legal and professional fees | 233,491 | 50,951 |
Non audit fees paid to Jeffreys Henry were £nil (2021:£25k) for acting as reporting accountants.
5. EXCEPTIONAL COSTS
| 2022 | 2021 | |
| GBP | GBP | |
| Exceptional costs | ||
| Professional fees relating to id4 merger and SPA | 58,166 | - |
| Professional fees relating to Acquisition of id4 AG and Relisting | - | 445,796 |
| Total Exceptional costs | 58,166 | 445,796 |
6. NET FINANCIAL EXPENSE
| 2022 | 2021 | |
| GBP | GBP | |
| Bank interest payable | (3) | 16 |
| Loan interest payable | 45 | 14,616 |
| Foreign currency gains/(losses) | 462 | (19,574) |
| 504 | (4,942) |
7. INCOME TAX EXPENSE
| 2022 | 2021 | |
| GBP | GBP | |
| Loss before tax | (823,792) | (603,530) |
| Tax at applicable rates | (685) | - |
| Losses carried forward | (823,792) | (603,530) |
| Total tax | (685) | - |
The applicable tax rates in relation to the Group’s profits are BVI 0%,Swiss 12.2%, UK 19% (2021: 0%, 12.3% and 19%). Since the
year end, tax rates in the UK have increased to 25% with effect from 1 April 2023.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2022
Annual Report and Accounts 2022 | Anemoi International Limited 25
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2022
8. EARNINGS PER SHARE
| 2022 | 2021 | |
| GBP | GBP | |
| The calculation of earnings per share is based on | ||
| the following loss attributable to ordinary shareholders and number of shares: | ||
| Profit/(loss) for the period from continuing operations | (824,477) | (603,530) |
| Profit for the period | (824,477) | (603,530) |
| Weighted average number of shares of the Company | 157,041,665 | 38,933,104 |
| Earnings per share: | ||
| Basic and Diluted (GBP) | (0.01) | (0.02) |
| Number of shares outstanding at the period end: | 157,041,665 | 157,041,665 |
| Number of shares in issue | ||
| Opening Balance | 157,041,665 | 30,000,000 |
| Issuance of Share Capital | - | 127,041,665 |
| Basic number of shares in issue | 157,041,665 | 157,041,665 |
9. NON-CURRENT ASSETS
| Plant | ||||
| Intangible | and | |||
| Total | Goodwill | Assets | Equipment | |
| 2022 | 2022 | 2022 | 2022 | |
| Cost | GBP | GBP | GBP | GBP |
| Cost at 1 January 2022 | 2,791,454 | 1,462,774 | 1,316,819 | 11,861 |
| FX movement | 136,520 | - | 135,302 | 1,218 |
| 2,927,974 | 1,462,774 | 1,452,121 | 13,079 | |
| Additions | 149,371 | - | 149,371 | - |
| Acquisition of subsidiary | - | - | - | - |
| Cost at 31 December 2022 | 3,077,346 | 1,462,774 | 1,601,492 | 13,079 |
| Depreciation/Amortisation | ||||
| Depreciation/Amortisation at 1 January | 19,268 | - | 17,553 | 1,715 |
| FX movement | 1,980 | - | 1,804 | 176 |
| 21,248 | - | 19,357 | 1,891 | |
| Charge for the year on continuing operations | 100,272 | - | 99,490 | 783 |
| Acquisition of subsidiary | - | - | - | - |
| Depreciation/Amortisation at 31 December 2022 | 121,521 | - | 118,847 | 2,674 |
| Closing net book value at 31 December 2022 | 2,955,825 | 1,462,774 | 1,482,645 | 10,406 |
26 Anemoi International Limited | Annual Report and Accounts 2022
9. NON-CURRENT ASSETS CONTINUED
| Plant | ||||
| Intangible | and | |||
| Total | Goodwill | Assets | Equipment | |
| 2021 | 2021 | 2021 | 2021 | |
| Cost | GBP | GBP | GBP | GBP |
| Cost at 1 January 2021 | - | - | - | - |
| FX movement | - | - | - | - |
| - | - | - | - | |
| Additions | 12,848 | - | 12,848 | - |
| Acquisition of subsidiary | 2,778,606 | 1,462,774 | 1,303,971 | 11,861 |
| Cost at 31 December 2021 | 2,791,454 | 1,462,774 | 1,316,819 | 11,861 |
| Depreciation/Amortisation | ||||
| Depreciation/Amortisation at 1 January | - | - | - | - |
| FX movement | - | - | - | - |
| - | - | - | - | |
| Charge for the year on continuing operations | 3,848 | - | 3,814 | 34 |
| Acquisition of subsidiary | 15,420 | - | 13,739 | 1,681 |
| Depreciation/Amortisation at 31 December 2021 | 19,268 | - | 17,553 | 1,715 |
| Closing net book value at 31 December 2021 | 2,772,186 | 1,462,774 | 1,299,266 | 10,146 |
*The variance to the income statement is due to the difference in exchange between average and closing rates.
Plant Property and Equipment is depreciated over 4 years.
Intangible Assets are amortised over 5 years.
10. TRADE AND OTHER RECEIVABLES
| 2022 | 2021 | |
| GBP | GBP | |
| Receivables | 18,032 | 17,395 |
| Prepayments | 73,636 | 27,154 |
| Other debtors* | 294,337 | 584,087 |
| Total trade and other receivables | 386,005 | 628,636 |
*Other debtors includes a loan due from Alfalfa AG of CHF 310,000 in relation to an asset purchase from id4 AG prior to the
acquisition by the Company.
11. CASH AND CASH EQUIVALENTS
| 2022 | 2021 | |
| GBP | GBP | |
| Cash in the Statement of Cash Flows | 2,189,610 | 2,734,633 |
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2022
Annual Report and Accounts 2022 | Anemoi International Limited 27
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2022
12. TRADE AND OTHER PAYABLES
| 2022 | 2021 | |
| GBP | GBP | |
| Trade creditors | 216,172 | 243,468 |
| Other creditors* | 350,822 | 322,357 |
| Loans payable** | - | 60 |
| Accruals | 85,063 | 163,839 |
| Total trade and other payables | 652,057 | 729,724 |
*Other creditors includes a balance owed to Thalassa Holdings Ltd from the former Apeiron AG. The balance is non-interest
bearing and due to be settled within the following period.
**This is a balance owed to Thalassa Holdings Ltd from the Company and is settled on periodic basis.
13. SHARE BASED PAYMENTS
| Warrants Outstanding | 2022 | 2021 |
| Number of Options Granted | 29,950,000 | 29,950,000 |
| Vesting Period | 5 Years | 5 Years |
| Option strike price | 3.00p | 3.00p |
| Current share price (at granting date) | 3.00p | 3.00p |
| Volatility | 10.85% | 10.85% |
| Risk-free interest rate | 0.04% | 0.04% |
| Life of Option | 5 Years | 5 Years |
| Fair Value USD | 95,638 | 95,638 |
| Fair Value GBP | 70,070 | 70,070 |
In recognition of Thalassa’s upfront capital commitment by way of the Thalassa Subscription, the Company has executed a warrant
instrument and on Admission issued to Thalassa 29,950,000 warrants. The exercise period for the warrants is 5 years from the date
of Admission and the exercise price for the warrants is the Subscription Price.
The warrants have been valued at fair value using the Black-Sholes model.
28 Anemoi International Limited | Annual Report and Accounts 2022
14. SHARE CAPITAL
| As at | As at | |
| 31 Dec 2022 | 31 Dec 2021 | |
| GBP | GBP | |
| Authorised share capital: | ||
| Unlimited ordinary shares of $0.001 each | - | - |
| Fully subscribed shares | ||
| 29,950,000 ordinary shares of $0.04 each | 1,200,000 | 1,200,000 |
| Exchange rate adjustment | 1.3649 | 1.3649 |
| 29,950,000 ordinary shares in GBP | 879,185 | 879,185 |
| Placing 5,999,999 ordinary shares of £0.04 | 240,000 | 240,000 |
| Conversion of shares to par value of $.0001 at rate of 1.3649 | (1,092,810) | |
| (1,092,810) | ||
| Issuance of 66,666,666 shares for acquisition of id4 AG | 50,387 | 50,387 |
| Placing of 54,375,000 shares of $0.001 | 40,988 | 40,988 |
| Less fair value of options and warrants | ||
| Total | 117,750 | 117,750 |
| Number | Number | |
| of shares | of shares | |
| Fully subscribed shares | 157,041,665 | 157,041,665 |
| Issued shares of no par value | - | - |
| Total | 157,041,665 | 157,041,665 |
Under the Company’s articles of association, the Board is authorised to offer, allot, grant options over or otherwise dispose of
any unissued shares. Furthermore, the Directors are authorised to purchase, redeem or otherwise acquire any of the Company’s
own shares for such consideration as they consider fit, and either cancel or hold such shares as treasury shares. The directors may
dispose of any shares held as treasury shares on such terms and conditions as they may from time to time determine. Further, the
Company may redeem its own shares for such amount, at such times and on such notice as the directors may determine, provided
that any such redemption is pro rata to each shareholder’s then percentage holding in the Company.
On the 14th of April 2021, a total of 5,999,999 new DIs (the “Placing DIs”) were placed by at a price of £0.04 per Placing DIs (the
“Placing”) with existing and new investors (“Placees”) raising gross proceeds of approximately £240,000. The Placing DIs represent
Ordinary Shares representing 20 per cent. of the Ordinary Share capital of the Company prior to the Placing.
On the 16th of August 2021 the Board announced that the par value of its issued and outstanding ordinary shares of no par
value had changed to US$0.001 per Ordinary Share. The total number of issued shares with voting rights remained unchanged
at 35,999,999 Ordinary Shares. Aside from the change in nominal value, the rights attaching to the Ordinary Shares (including all
voting and dividend rights and rights on a return of capital) remained unchanged.
On the 17th of December 2021, following the acquisition of id4 AG, 66,666,666 New Ordinary Shares of $0.001 were issued
to the shareholders of id4 in settlement of consideration for the acquisition and the Company was readmitted to trading on the
London Stock Exchange.
On the 17th of December 2021, alongside the acquisition of id4 AG, 54,375,000 New Ordinary Shares of $0.001 were issued in a
further placing with existing and new investors, raising a total of £2,175,000.
The following describes the nature and purpose of each reserve within equity:
Retained Earnings: All other net gains and losses and transactions with owners (e.g. dividends) not recognised elsewhere
FX Reserves: Gains/losses arising on retranslating the net assets of overseas operations into the reporting currency.
Share Premium: Amount subscribed for share capital in excess of nominal value.
Other Reserves: Other reserves include the warrants outstanding, listed in Note 13.
Preference Shares: Shares for which receive preference of dividends over ordinary shareholders.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2022
Annual Report and Accounts 2022 | Anemoi International Limited 29
15. ASSOCIATED ENTITIES
Athenium Consultancy Ltd, in which the Group owns 30% shares, was incorporated on 12 October 2021.
Movement on interests in associates can be summarised as follows:
| 2022 | 2021 | |
| GBP | GBP | |
| Cost as at 1 January | - | - |
| Additions | 4,541 | - |
| 4,541 | - |
16. RELATED PARTY TRANSACTIONS
Thalassa Holdings Ltd, which holds shares in the Company through its subsidiary Apeiron Holdings BVI is related by common
control through the Chairman, Duncan Soukup. Services incurred are recharged from Thalassa Holdings Ltd and its subsidiaries, at
the year-end £2,894 (2021: £360,264) was owed to Thalassa.
The company accrued £134,953 for consultancy and administrative services provided to the Group, by Fleur De Lys Ltd, a company
owned and controlled by the Chairman Duncan Soukup (£2021: £19,263). Of this, Mr Soukup received £71,000, leaving an
outstanding balance of £63,953 for the 2022 period.
Athenium Consultancy Ltd, a company in which the Group owns shares, invoiced the group for financial and corporate administration
services totalling £150,000 for the period (2021: nil).
17. CAPITAL MANAGEMENT
The Company’s capital comprises ordinary share capital and share premium alongside a reverse takeover reserve, currency
adjustment reserve and retained earnings. The Group’s objectives when managing capital are to provide an optimum return to
shareholders over the short to medium term through capital growth and income whilst ensuring the protection of its assets by
minimising risk. The Group seeks to achieve its objectives by having available sufficient cash resources to meet capital expenditure
and ongoing commitments.
At 31 December 2022, the Group had capital of £4,883,924 (2021: £5,405,731). The Group does not have any externally imposed
capital requirements.
18. FINANCIAL INSTRUMENTS
The Group’s financial instruments comprise cash and cash equivalents together with various items such as trade and other receivables
and trade payables etc, that arise directly from its operations. The fair value of the financial assets and liabilities approximates the
carrying values disclosed in the financial statements.
The main risks arising from the Group’s financial instruments are foreign exchange risk, credit risk and liquidity risk.
FOREIGN EXCHANGE RISK
The Group undertakes FOREX and asset risk management activities from time to time to mitigate foreign exchange risk.
An increase in foreign exchange rates of 5% at 31 December 2022 would have decreased the profit and net assets by £115,243
(2021: £130,221). A decrease of 5% would have increased profit and net assets by £115,243 (2021:£143,928).
At 31 December 2022 30% of the Group’s balances were held in CHF (2021: 38%), 4% in USD (2021: 32%), 66% in GBP (2021:
31%) with 0% in EUR (2021: 1% a short position).
CREDIT RISK
Group credit risk is limited at this early stage and not felt to be an issue with the absence of receivables of loan provisions. The
Group continues to monitor credit risk when assessing opportunities given the potential for exposure to geopolitical risks and the
possibility of sanctions which could adversely affect the ability to perform operations.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2022
30 Anemoi International Limited | Annual Report and Accounts 2022
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
for the year ended 31 December 2022
18. FINANCIAL INSTRUMENTS CONTINUED
LIQUIDITY RISK
The Group’s strategy for managing cash is to maximise interest income whilst ensuring its availability to match the profile of the
Group’s expenditure. All financial liabilities are generally payable within 30 days and do not attract any other contractual cash flows.
Based on current forecasts the Group has sufficient cash to meet future obligations. The maturity analysis of the trade and other
payables is as follows:
| 31 December 2022 | 30 days | 30-60 days | 60-90 days | 90+ days | Total |
| GBP | GBP | GBP | GBP | GBP | |
| Finance lease liabilities | - | ||||
| Trade payables | 216,172 | - | - | - | 216,172 |
| Other payables | 7,312 | - | - | 343,510 | 350,822 |
| Accruals | 42,921 | - | - | 42,142 | 85,063 |
| 266,405 | - | - | 385,652 | 652,057 |
19. SUBSEQUENT EVENTS
There were no subsequent events.
20. COPIES OF THE FINANCIAL STATEMENTS
The consolidated financial statements are available on the Group’s website: https://anemoi-international.com/
21. CONTROLLING PARTIES
There is no one controlling party.
Annual Report and Accounts 2022 | Anemoi International Limited 31
DIRECTORS, SECRETARY AND ADVISERS
Directors C Duncan Soukup, Chairman
Tim Donell, Non-executive Director
Luca Tomasi, Independent Non-executive Director
Kenneth Morgan, Independent Non-executive Director (appointed 24 May 2022)
Remy Schimmel (resigned 15 February 2022)
Gareth Edwards (resigned 07 February 2022)
Registered Office Folio Chambers
P.O. Box 800, Road Town, Tortola,
British Virgin Islands
Company Secretary Charles Duncan Soukup
Broker Peterhouse Capital
3rd Floor
80 Cheapside
London
EC2V 6EE
Solicitors to the Company Locke Lord (UK) LLP
(as to English Law) 201 Bishopsgate, London,
EC2M 3AB
Solicitors to the Company Conyers Dill & Pearman
(as to BVI Law) Romasco Place, Wickhams Cay 1 PO Box 3140
Road Town, Tortola
British Virgin Islands VG1110
Auditors RPG Crouch Chapman LLP
5th Floor, 14-16 Dowgate Hill
London EC4R 2SU
Registrars Link Market Services (Guernsey Ltd)
Mont Crevelt House
Bulwer Avenue
St Sampson, Guernsey, GY2 4LH
Company websites www.anemoi-international.com
