XLON:WSL ESEF Annual Report

WORLDSEC LIMITED (XLON:WSL)

ESEF Annual Report 2024-05-01 For: 2023-12-31

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Added on September 23, 2026

	Page

Chairman’s statement	1

Directors’ report	3

Statement of directors’ responsibilities	25

Independent auditor’s report	26

Consolidated statement of profit or loss and other comprehensive income	31

Consolidated statement of financial position	32

Consolidated statement of changes in equity	34

Consolidated statement of cash flows	35

Notes to the consolidated financial statements	36

Investment policy	72

Biographical notes of the directors	73

	The Animoca group has investments in more than 30 AI startups three of which are particularly worth highlighting.
		SEOUL ROBOTIS – a B2B provider of 3D modeling and object recognition used for infrastructure and smart city applications;
		Clare.AI – a B2B chatbot solution for small and medium businesses built on WhatsApp to enhance customer communication and marketing; and
		Finhay – a micro-investing and savings app in Vietnam with AI applications in content curation and customer support.

	In January 2024, Animoca and HashKey Exchange executed a memorandum of understanding to form a strategic partnership to work on, among other initiatives, the education of the public on Web3 and the potential listing of virtual assets on HashKey Exchange. Animoca would open an account with HashKey Exchange to emphasise the mutual commitment to compliant virtual asset trading. HashKey Exchange was among the first batch of licensed virtual asset platforms to offer retail services in Hong Kong under the licences for Type 1 (Dealing in Securities) and Type 7 (Providing Automated Trading Services) regulated activities granted by the Securities and Futures Commission of Hong Kong.

	In October 2023, Animoca entered into a conditional memorandum of understanding for a strategic partnership with NEOM, a company established under the sovereign wealth fund of Saudi Arabia for the development of a mega futuristic city at the northern tip of the Red Sea. The mission of the strategic partnership would be to drive the regional Web3 initiatives, including the collaboration on building enterprise service capabilities with global commercial applicability and the setting up of a hub in the NEOM city to nurture the local ecosystem, in line with the Saudi Vision 2030 plan. Additionally, along with the strategic partnership, a convertible note financing terms sheet was signed with the NEOM Investment Fund proposing to invest US$50 million in Animoca. Half of the US$50 million financing would be made through the subscription of convertible notes at a conversion cap price of A$4.50 per Animoca share issued by Animoca and the remaining would be used to purchase Animoca shares on the secondary market. Furthering its commitment to the Web3 regulatory supportive nation, Animoca also entered into a memorandum of understanding with King Abdulaziz City for Science and Technology, an independent government entity established for and dedicated to the advancement of science and technology and the promotion of cooperation among scientific institutions in Saudi Arabia. The strategic partnership would involve the setting up of a hub in Riyadh to incubate Web 3 startups and blockchain technologies in the region and cover the collaboration on joint research in Web3, blockchain, gaming, AI and the metaverse with local universities.

	In September 2023, Animoca raised the first tranche of funding of US$20 million for Mocaverse, the marquee membership network project of the Animoca group, through the issue of simple agreements for future equity (“SAFEs”) with various sophisticated and professional investors at a price of A$4.50 per Animoca share. SAFEs would be automatically converted to shares of Animoca after six months. As part of the raise, participating investors had also been granted a free-attaching utility token warrant at a nominal price on a 1:1 dollar basis with a 30-month vesting schedule. In December 2023, Animoca proceeded with the second tranche of fundraising of US$11.9 million for the Mocaverse project on the same terms. The new capital raised by Animoca amounted to a total of $31.9 million and would be used by Mocaverse for product development and to facilitate Web3 adoption and to fund ecosystem network expansion. The Mocaverse project empowers members to create their own digital identity, accrue reputation and earn and spend loyalty points by engaging within the Mocaverse ecosystem, seeded by the over 400 portfolio companies of Animoca and its partner network with more than 700 million addressable users.

	Subsequent to the two tranches of fundraising in 2023, Mocaverse entered into various partnership agreements for strategic partner network expansion in South Korea, another market that is Web3 regulatory supportive. Through a multi-partner activation plan, the Mocaverse community would be able to access a curated catalog of experiences provided in partnership with some of South Korea’s biggest brands including Cube Entertainment, IPX, Planetarium Labs, Gomble Games and Bellygom, the flagship NFT initiative launched by Lotte and operated by Daehong Communications. Animoca had previously entered into a memorandum of understanding with Daehong Communications, a marketing and advertising subsidiary of Lotte, for a strategic commercial partnership. Through the collaborations with the Animoca group and Mocaverse, the strategic commercial partnership would foster the growth of Daehong Communications in the Web3 space the ecosystem of Lotte beginning with the Bellygom NFT initiative.

	At 1 January 2023	At 31 December 2023
	No. of shares	No. of shares
Alastair Gunn-Forbes	45,000	45,000
Henry Ying Chew Cheong (Note i)	11,722,620	11,722,620
Mark Chung Fong	Nil	Nil
Ernest Chiu Shun She	550,095	550,095
Martyn Stuart Wells	Nil	Nil
Stephen Lister d’Anyers Willis	16,000	16,000

	At 1 January 2023	At 31 December 2023
	No. of share options (Note)	No. of share options (Note)
Alastair Gunn-Forbes	850,000	850,000
Henry Ying Chew Cheong	850,000	850,000
Mark Chung Fong	850,000	850,000
Ernest Chiu Shun She	850,000	850,000
Martyn Stuart Wells	850,000	850,000
Stephen Lister d’Anyers Willis	Nil	350,000

Note:	Mr Henry Ying Chew Cheong (“Mr Cheong”) wholly owns HC Investment Holdings Limited (“HCIH”). HCIH beneficially owned 20,000,000 ordinary shares of US$0.001 each in the Company at 1 January 2023 and 31 December 2023, respectively.

	In total, Mr Cheong and his associates were the legal and beneficial owners of 31,722,620 ordinary shares of US$0.001 each in the Company, representing 37.3% of the Company’s issued share capital, at 1 January 2023 and 31 December 2023, respectively. The Company and Mr Cheong entered into a relationship agreement on 2 August 2013 (the “Relationship Agreement”). Pursuant to the Relationship Agreement, Mr Cheong has agreed to exercise his rights as a shareholder at all times, and to procure that his associates exercise their rights, so as to ensure that the Company is capable of carrying on its business independently of Mr Cheong or any control which Mr Cheong or his associates may otherwise be able to exercise over the Company. Moreover, Mr Cheong has undertaken to ensure, so far as he is able to, that all transactions, relationships and agreements between Mr Cheong or his associates and the Company or any of its subsidiaries are on arms’ length terms on a normal commercial basis. Mr Cheong and the Company have also agreed, among other things, that he will not participate in the deliberations of the Board in relation to any proposal to enter into any commercial arrangements with Mr Cheong or his associates.

	Fees	Share-based payment expenses	Other emoluments	Total
	US$’000	US$’000	US$’000	US$’000
Alastair Gunn-Forbes	12.7	-	-	12.7
Henry Ying Chew Cheong	12.7	-	-	12.7
Mark Chung Fong	12.7	-	-	12.7
Ernest Chiu Shun She	12.7	-	-	12.7
Martyn Stuart Wells	12.7	-	-	12.7
Stephen Lister d’Anyers Willis	12.7	-	-	12.7

	76.2	-	-	76.2

	No. of shares	Percentage of issued share capital
HC Investment Holdings Limited (Note i)	20,000,000	23.5%
Yue Wai Keung	4,837,500	5.7%
Luis Chi Leung Tong	5,000,000	5.9%
Henry Ying Chew Cheong	11,722,620	13.8%
Aurora Nominees Limited (Note ii)	18,770,000	22.1%
Vidacos Nominees Limited (Note ii)	5,524,534	6.5%

Notes: (i)	Mr Cheong is the legal and beneficial owner of the entire issued share capital of HCIH.
(ii)	Aurora Nominees Limited and Vidacos Nominees Limited act as custodians for their customers, to whom they effectively pass all rights and entitlements, including voting rights.

-	the setting of the investment strategy and the approval of significant investment decisions of the Group by the Board to ensure consistency with the investment objective and compliance with the investment policy of the Company;
-	the segregation of duties between the investment management and accounting functions of the Group;
-	the adoption of written procedures in relation to the operations of the bank accounts of the Group;
-	the adoption of written procedures to deal with conflicts of interests and related party transactions;
-	the maintenance of proper accounting records providing with reasonable accuracy at any time information on the financial position of the Group;
-	the review by the Board of the management accounts of the Group on a regular basis; and
-	the engagement of external professionals to carry out company secretarial works for the Company and to assist the Group on compliance issues.

-	the investment strategy of the Group;
-	the current position including the existing financial status and cost structure of the Group;
-	the prospects of and the industry outlook for the Group;
-	the economic and political environment of the Greater China and South East Asian region, the primary target markets in which the Group focuses its investments; and
-	the potential adverse impact of the principal risks and uncertainties facing the Group and the effectiveness of the mitigating measures that have been put in place, details of which are described in the section headed “Principal Risks and Uncertainties” on pages 16 to 17.

-	has a liquid amount of unrestricted cash and bank balances;
-	does not have any borrowings;
-	does not have any commitments other than certain leases with modest lease liabilities; and
-	has low operating expenses with a small but stable team under stringent cost control.

	Number of Board members	Percentage of the Board	Number of senior positions on the Board (CEO, CFO, SID and Chair)	Number in executive management	Percentage of executive management
Men	6	100	100	2	100
Women	0	0	0	0	0
Not specified / prefer not to say	0	0	0	0	0

	Number of Board members	Percentage of the Board	Number of Senior positions on the Board (CEO, CFO, SID and Chair)	Number in Executive management	Percentage of Executive management
White British or other White (including minority- white groups)	3	50	1	0	0
Mixed/Multiple Ethnic Groups	0	0	0	0	0
Asian/Asian British	3	50	0	2	100
Black/African/Carib bean/Black British	0	0	0	0	0
Other ethnic group, Including Arab	0	0	0	0	0
Not specified/ prefer not to say	0	0	0	0	0

Director	Board Meeting
Alastair Gunn-Forbes	3/4
Henry Ying Chew Cheong	4/4
Ernest Chiu Shun She	4/4
Mark Chung Fong	4/4
Martyn Stuart Wells	4/4
Stephen Lister d’Anyers Willis	4/4

	Alastair Gunn-Forbes
	Non-Executive Chairman
	30 April 2024

Significant Reporting Issue	Review and Assessment
Impairment review of the Group’s interests in respect of its 50% owned joint venture, Oasis Education – At 31 December 2023, the Group had an equity interest of US$61,000 in and an amount of US$257,000 due from Oasis Education. These carrying amounts were significant in the Group’s context and their valuations were subject to judgements, estimation uncertainties and assumptions.	The Audit Committee has (i) reviewed the operational and financial performance and the latest development of Oasis Education and its subsidiary; and (ii) assessed the assumptions underlying the cash flow projection for Oasis Education and its subsidiary as well as the reliability of such projection by comparing relevant historic budgets with actual results.
Valuation of investments classified as financial assets at fair value through profit or loss (“FVTPL”) categorised within level 3 of the fair value hierarchy – At 31 December 2023, the Group had interests in the ICBC Shipping Fund, Animoca, ByteDance and Seyond, all of which were accounted for as financial assets at FVTPL categorised within the level 3 of the fair value hierarchy, totalling US$3,734,000 and carried at fair value. These carrying amounts were significant in the Group’s context and their valuations were subject to judgements, estimation uncertainties and assumptions.	The Audit Committee has (i) reviewed the operational and financial performance and the latest development of the financial assets at FVTPL categorised within level 3 of the fair value hierarchy.

		Number of options
Grantee	Exercisable period	Balance at 1 January 2023	Granted during the year	Exercised during the year	Forfeited during the year	Lapsed during the year	Balance at 31 December 2023	Exercise price per share (US$)
Directors	20 August 2023 to 19 February 2033	-	350,000	-	-	-	350,000	0.034

	29 November 2019 to 28 May 2029	1,750,000	-	-	-	-	1,750,000	0.034

	1 June 2016 to 30 November 2025	2,500,000	-	-	-	-	2,500,000	0.122

Employees	29 November 2019 to 28 May 2029	300,000	-	-	-	-	300,000	0.034

	1 June 2016 to 30 November 2025	450,000	-	-	-	-	450,000	0.122
		5,000,000	350,000	-	-	-	5,350,000

-	select suitable accounting policies and then apply them consistently;

-	make judgements and estimates that are reasonable and prudent;

-	state whether the consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union; and

-	prepare the consolidated financial statements on a going concern basis unless it is inappropriate to presume that the Group will continue in business.

Director	Audit Committee Meeting
Mark Chung Fong	2/2
Martyn Stuart Wells	2/2
Stephen Lister d’Anyers Willis	2/2

Director	Remuneration Committee Meeting
Martyn Stuart Wells	1/1
Alastair Gunn-Forbes	1/1
Mark Chung Fong	1/1
Stephen Lister d’Anyers Willis	1/1

	Obtaining an update of the latest development of Oasis Education’s operation;

	Assessing the financial performance of Oasis Education based on information provided by management;

	Evaluating management’s considerations of the impairment indicators of the investment in, and the amount due from, Oasis Education;

	Assessing the appropriateness of the management’s assumptions concerning the future cash flows to be generated from the operation of Oasis Education; and

	Assessing reliability of the joint venture’s forecast by comparing historical budget to actual performance and obtaining explanations from management on any significant variances identified.

	Assessing the appropriateness of valuation methodologies applied on the fair value determination of these financial assets;

	Evaluating the reasonableness and relevance of key inputs and assumptions used in the fair value determination; and

	Involving an auditor’s expert to assist our assessment on the appropriateness of the valuation methodologies and reasonableness of key inputs and assumptions used in the fair value determination.

	identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

	obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

	evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

	conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

	evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

	obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

		Year ended 31 December
	Notes	2023	2022
		US$’000	US$’000

Revenue	7	112	193
Other income, gains and losses, net	9	521	(428)
Staff costs	10	(286)	(277)
Other expenses		(283)	(325)
Finance costs	11	(3)	(4)
Share of losses of a joint venture	17	(3)	(2)

Profit/(loss) before income tax expense	12	58	(843)
Income tax expense	13	-	-

Profit/(loss) for the year		58	(843)

Other comprehensive income, net of income tax
*Items that may be reclassified subsequently to* *profit or loss:*
Share of other comprehensive income of a joint venture	17	(7)	(27)

Other comprehensive income for the year, net of income tax		(7)	(27)

Total comprehensive income for the year		51	(870)

Profit/(loss) for the year attributable to:
Owners of the Company		58	(843)

Total comprehensive income for the year attributable to:
Owners of the Company		51	(870)


Earnings/(loss) per share – basic and diluted	14	US 0.07 cent	US (0.99) cent

Alastair Gunn-Forbes	Henry Ying Chew Cheong
Director	Director

	Equity attributable to owners of the Company
					Foreign
			Contri-	Share	currency
	Share	Share	buted	option	translation	Special	Accumulated
	capital	premium	surplus	reserve	reserve	reserve	losses	Total
	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000	US$’000
	(note 23)	(note 24)	(note 24)	(note 24)	(note 24)	(note 24)	(note 24)

Balance at 1 January 2022	85	7,524	9,646	249	(6)	625	(11,811)	6,312

Loss for the year	-	-	-	-	-	-	(843)	(843)

Other comprehensive income for the year
Share of other comprehensive income of a joint venture (note 17)	-	-	-	-	(27)	-	-	(27)
Total comprehensive income for the year	-	-	-	-	(27)	-	(843)	(870)


Balance as at 31 December 2022 and 1 January 2023	85	7,524	9,646	249	(33)	625	(12,654)	5,442

Profit for the year	-	-	-	-	-	-	58	58

Other comprehensive income for the year
Share of other comprehensive income of a joint venture (note 17)	-	-	-	-	(7)	-	-	(7)
Total comprehensive income for the year	-	-	-	-	(7)	-	58	51
Recognition of share-based payments (note 25)	-	-	-	5	-	-	-	5

Balance at 31 December 2023	85	7,524	9,646	254	(40)	625	(12,596)	5,498

Amendments to IAS 1 and		Disclosure of Accounting Policies
	IFRS Practice Statement 2
Amendments to IAS 8		Definition of Accounting Estimates

Amendments to IAS 1	Classification of Liabilities as Current or Non-Current¹
Amendments to IAS 1	Non-current Liabilities with Covenants¹

	-	Joint venture: where the Group has rights to only the net assets of the joint arrangement; or
	-	Joint operation: where the Group has both the rights to assets and obligations for the liabilities of the joint arrangement.

	-	the structure of the joint arrangement;
	-	the legal form of the joint arrangement structured through a separate vehicle;
	-	the contractual terms of the joint arrangement agreement; and
	-	any other facts and circumstances (including any other contractual arrangements).

	-	significant financial difficulty of the issuer or the borrower;
	-	a breach of contract, such as a default or past due event;
	-	the lender(s) of the borrower, for economic or contractual reasons relating to the borrower’s financial difficulty, having granted to the borrower a concession(s) that the lender(s) would not otherwise consider;
	-	it is becoming probable that the borrower will enter bankruptcy or other financial reorganisation; or
	-	the disappearance of an active market for that financial asset because of financial difficulty of the issuer or the borrower.

	(i)	has control or joint control over the Group;
	(ii)	has significant influence over the Group; or
	(iii)	is a member of key management personnel of the Group or the Company’s parent.

	(i)	The entity and the Group are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others);
	(ii)	One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member);
	(iii)	Both entities are joint ventures of the same third party;
	(iv)	One entity is a joint venture of a third entity and the other entity is an associate of the third entity;
	(v)	The entity is a post-employment benefit plan for the benefit of the employees of the Group or an entity related to the Group;
	(vi)	The entity is controlled or jointly controlled by a person identified in (a);
	(vii)	A person identified in (a)(i) has significant influence over the entity or is a member of key management personnel of the entity (or of a parent of the entity); or
	(viii)	The entity, or any member of a group of which it is a part, provides key management personnel services to the Group or to the Company’s parent.

	(i)	that person’s children and spouse or domestic partner;
	(ii)	children of that person’s spouse or domestic partner; and
	(iii)	dependents of that person or that person’s spouse or domestic partner.

	Management monitors and manages the financial risks relating to the operations of the Group through internal risk reports which analyse exposures by degree and magnitude of risks. These risks include market risks (including foreign currency risk, interest rate risk and price risk), credit risk and liquidity risk. The policies on how the Group mitigates these risks are set out below. The Group does not enter into or trade derivative financial instruments for speculative purposes.

	Market risks

	The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates, interest rates and market price of the investments.

	There has been no change to the Group’s exposure to market risks or the manner in which these risks are managed and measured.

	Liabilities		Assets
	2023	2022	2023	2022
	US$’000	US$’000	US$’000	US$’000
GBP	87	72	1	1

	Within 1 year or on demand	More than 1 year but less than 5 years	Total contractual undiscounted cash flows	Carrying amount
	US$’000	US$’000	US$’000	US$’000
As at 31 December 2023
Other payables and accruals	157	-	157	157
Lease liabilities	75	56	131	125
	232	56	288	282

	Level 1:	Quoted prices (unadjusted) in active markets for identical assets or liabilities;
	Level 2:	Inputs other than quoted prices included within level 1 that are observable for the assets or liabilities, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
	Level 3:	Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).