Anemoi International Ltd: Annual Financial Report

Anemoi International Ltd

Anemoi International Ltd

(“Anemoi”, “AMOI” or the “Company”)

(Reuters: AMOI.L, Bloomberg: AMOI:LN)

AUDITED RESULTS FOR THE YEAR ENDED 31 DECEMBER 2023

The Company today announces its audited results for the year ended 31 December 2023.

The information set out below is extracted from the Company's Report and Accounts for the year ended 31 December 2023, which will be published today on the Company's website www.anemoi-international.com.  A copy has also been submitted to the National Storage Mechanism where it will be available for inspection.  Cross-references in the extracted information below refer to pages and sections in the Company's Report and Accounts for the year ended 31 December 2023.

Group Results 2023 versus 2022 GBP

• Group Operating Loss for the year £(0.9)m vs £(0.8)m
• Group Loss before taxation for the year     £(0.9)m vs £(0.8)m
• Group Earnings Per Share (basic and diluted)*1        
  £(0.01) vs £(0.01)
• Book value per share*2 £0.03 vs £0.03
• Net Cash £1.6m vs £2.2m

*1 based on weighted average number of shares in issue of 157,041,665 (2022: 157,041,665)

*2 based on actual number of shares in issue as at 31 December 2023 of 157,041,665 (2022: 157,041,665)

2023 HIGHLIGHTS

• ID4 revenue is still insufficient to support a public company cost base. Management are working hard to convert a promising pipeline of opportunities
• Includes £49K severance cost of former CEO
• Includes £180K of non-recurring non-cash merger accounting adjustments
• Reverse Take Over (RTO) target of suitable quality not yet identified
• Board to expand acquisition search to include FinTech companies

CHAIRMAN’S STATEMENT

The Board are frustrated and disappointed by management’s inability to accelerate growth of the Company. 2023 did not produce the revenue growth that management had targeted, and the Board is disappointed that it has, to date, failed to identify an RTO of sufficient quality to justify a transaction.

The Company’s accounts also include a total of £228K non-recurring costs, made up £49K of one-off severance costs, as well as £180K of non-cash merger accounting adjustments to intangible assets.

The Board will redouble its efforts to identify and execute a Reverse Take Over transaction, while commensurately cutting costs further. In parallel, the Board will expand its transaction search, to include other FinTech companies.

Duncan Soukup

Chairman

29 April 2024

DIRECTORS’ REPORT

The Directors present their report and the audited financial statements for the period ended 31 December 2023.

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.

DIRECTORS AND DIRECTORS’ INTERESTS

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.

The Directors of the Company who held office during the year and to date, including details of their interest in the share capital of the Company, are as follows:

Company Secretary Charles Duncan Soukup

Registered Agent Hatstone Trust Company (BVI) Limited, Folio Chambers, PO Box 800, Road Town, Tortola, British Virgin Islands

Registered Office Folio Chambers, PO Box 800, Road Town,Tortola, British Virgin Islands

Auditor RPG Crouch Chapman LLP, 40 Gracechurch Street, London EC3V 0BT

RELATED PARTY TRANSACTIONS

Details of all related party transactions are set out in note 17 to the financial statements.

OPERATIONAL RISKS

The directors recognise that commercial activities invariably involve an element of risk. A number of the risks to which the business is exposed, such as the condition of the UK and Swiss domestic economies in relation to asset management and investment in systems, are beyond the Company’s influence. However, such risk areas are monitored and appropriate mitigating action, such as reviewing the substance and timing of the Company’s operational plans, is taken wherever practicable in response to significant changes. The directors consider the risk areas the Company is exposed to in the light of prevailing economic conditions and the risk areas set out in this section are subject to review.

In relation to asset management, the Company’s approach to risk reflects the Company’s granular business model and position in the market and involves the expertise of its directors, management and third-party advisers. Operational progress and key investment and disposal decisions are considered in regular management team meetings as well as being subject to informal peer review.

Higher level risks and financial exposures are subject to constant monitoring. Major investment and disposal decisions are subject to review by the directors in accordance with a protocol set by the Board.

The Company is dependent upon the Directors, and in particular, Mr C. Duncan Soukup, who serves as the Chairman, to identify potential acquisition opportunities and to execute any acquisition. The unexpected loss of the services of Mr Soukup or the other Directors could have a material adverse effect on the Company’s ability to identify potential acquisition opportunities and to execute an acquisition.

The Company may invest in or acquire unquoted companies, joint ventures or projects which, amongst other things, may be leveraged, have limited operating histories, have limited financial resources or may require addition