THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014, WHICH IS PART OF
31 July 2023
For Immediate Release
AIQ Limited
("AIQ" or the "Company" or, together with Alchemist Codes and Alcodes International, the "Group")
Interim Results
The Board of AIQ (LSE: AIQ) announces the Company's unaudited consolidated interim results for the six months ended 30 April 2023.
Summary
· Completed a contract to supply a non-fungible token ("NFT") marketplace for education applications in
· Awarded a contract to supply a virtual data centre
· Revenue for the six months ended 30 April 2023 was
· Net loss for the period was
· Cash and cash equivalents of
Harry Chathli, Chairman of AIQ, said: "The first half results were in line with management's expectations and reflect the challenging market conditions and impact of the macro-economic climate on NFT and other blockchain-based projects. We completed the delivery of our project from last year and also commenced a new contract in the first half that was completed in the second half.
"At the time of the full year results earlier this year, we noted that we were continuing to receive interest, but that the revenues would be second half weighted. We remain hopeful of signing a new substantive contract in the second half of this year, but we do not expect full revenue recognition from this contract in this fiscal year. Consequently, we anticipate revenues for the full year 2023 to be substantially below that of last year. We continue to maintain tight cost control and lower our expenditure levels. We have vacated our premises in
Enquiries
AIQ Limited |
c/o +44 (0)20 4582 3500 |
Harry Chathli, Chairman |
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Guild Financial Advisory Limited (Financial Adviser) |
+44 (0)7973839767 |
Ross Andrews |
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Gracechurch Group (Financial PR) |
+44 (0)20 4582 3500 |
Claire Norbury |
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Operational Review
During the six months to 30 April 2023, AIQ completed the delivery of a contract to supply an NFT platform. It has been built to enable art schools and education centres in
Towards the end of the period, the Group was awarded a contract, by a new customer, to set up a virtual data centre. As with the NFT marketplace, the Group's role is project manager. The Group has delivered the initial phase of the project as planned. This comprised a feasibility study into building the data centre on three different non-cryptocurrency public blockchains, in accordance with the customer's requirements. Based on the findings of the feasibility study, the customer has decided to reevaluate its plans to build a virtual data centre. Accordingly, while the Group expects to be awarded further work from this customer under new contracts in due course, for this initial project the Group will now receive approximately 35% of the contract value announced on 27 March 2023.
During the period, the Board resolved to not renew the lease on its Malaysian office, which was due to expire in July 2023, and to formally close its Malaysian subsidiary, which is expected to occur by the end of the year. The Group's business has been primarily conducted from
Financial Review
Revenue for the six months ended 30 April 2023 was
The Group recognised a gross profit of
Administrative expenses were reduced to
Net finance costs were
Loss before tax for the period was
The Group had cash and cash equivalents of
Outlook
The environment for NFT and other blockchain-based projects has remained challenging as a result of the impact of the macro-economic conditions as well as the volatility in the crypto markets. During the second half of the year, the Group completed delivery of the new contract won in the first half and continues to receive interest in its services and solutions. AIQ is hopeful of signing a new substantive contract in the second half, however, it does not expect full revenue recognition from this contract in the current fiscal year. Consequently, AIQ anticipates revenues for the full year 2023 to be substantially below that of last year.
The Group continues to maintain tight cost control and lower its expenditure levels. It has vacated its premises in
In H1 2023, the Group had cash outflows from operating activities of
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED 30 APRIL 2023
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Note |
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Six months ended 30 April 2023 Unaudited £ |
Six months ended 30 April 2022 Unaudited £ |
Year ended 31 October 2022 Audited £ |
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Revenue |
5 |
|
72,960 |
361,061 |
498,388 |
||
Cost of sales |
|
|
(2,238) |
(246,097) |
(384,462) |
||
Gross profit/(loss) |
|
|
70,722 |
114,964 |
113,926 |
||
|
|
|
|
|
|
||
Other income |
|
|
- |
- |
12,202 |
||
|
|
|
|
|
|
||
Administrative expenses |
|
|
(286,065) |
(391,791) |
(682,722) |
||
Impairment charge |
8 |
|
- |
- |
(133,682) |
||
(Loss)/gain on foreign exchange |
|
|
(121,208) |
69,985 |
74,031 |
||
Operating loss |
|
|
(336,551) |
(206,842) |
(616,245) |
||
|
|
|
|
|
|
||
Finance income |
|
|
102 |
9,184 |
273 |
||
Finance costs |
|
|
(16,399) |
(4,563) |
(24,934) |
||
Loss before taxation |
|
|
(352,848) |
(202,221) |
(640,906) |
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Taxation |
|
|
- |
- |
- |
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Loss attributable to equity holders of the Company |
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(352,848) |
(202,221) |
(640,906) |
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Other comprehensive income (as may be reclassified to profit and loss in subsequent periods, net of taxes): |
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|
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Exchange difference on translating foreign operations |
|
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80,045 |
(21,110) |
(2,902) |
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Comprehensive income attributable to equity holders of the Company |
|
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(272,803) |
(223,331) |
(643,808) |
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|
|
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Earnings per share basic and diluted (£) |
7 |
|
(0.005) |
(0.003) |
(0.010) |
The accompanying notes form an integral part of these consolidated financial statements
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 APRIL 2023
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Note |
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As at 30 Apr 2023 Unaudited £ |
As at 31 Oct 2022 Audited £ |
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Assets |
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Non-current assets |
|
|
|
|
|
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Property, plant and equipment |
|
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10,881 |
12,270 |
||
Right of use assets |
|
|
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23,628 |
73,026 |
||
Rental deposits |
|
|
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- |
- |
||
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34,509 |
85,296 |
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|
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Current assets |
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Trade and other receivables |
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105,452 |
66,408 |
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Cash and cash equivalents |
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329,364 |
636,459 |
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Total current assets |
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434,816 |
702,867 |
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Total assets |
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469,325 |
788,163 |
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Equity and liabilities |
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Capital and reserves |
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Share capital |
10 |
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647,607 |
647,607 |
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Share premium |
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6,019,207 |
6,019,207 |
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Share warrant reserve |
11 |
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12,000 |
12,000 |
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Foreign currency translation reserve |
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86,473 |
6,428 |
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Accumulated losses |
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(6,984,154) |
(6,631,306) |
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Total equity |
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(218,867) |
53,936 |
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Liabilities |
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Current liabilities |
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Trade payables |
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9,434 |
- |
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Accruals and other payables |
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125,388 |
137,714 |
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Lease restoration provision |
9 |
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27,750 |
18,500 |
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Lease liabilities |
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25,620 |
78,013 |
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Total current liabilities |
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188,192 |
234,227 |
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Non-current liabilities |
|
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Convertible loan notes |
12 |
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500,000 |
500,000 |
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Total non-current liabilities |
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500,000 |
500,000 |
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Total equity and liabilities |
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469,325 |
788,163 |
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The accompanying notes form an integral part of these consolidated financial statements
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED 30 APRIL 2023
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Share capital |
Share premium |
Share warrant reserve |
Foreign currency translation reserve |
Accumulated losses |
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Total equity |
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£ |
£ |
£ |
£ |
£ |
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£ |
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Balance as at 31 October 2021 (Audited) |
647,607 |
6,019,207 |
- |
9,330 |
(5,990,400) |
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685,744 |
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Total comprehensive loss for the period |
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- |
- |
- |
(21,110) |
(202,221) |
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(223,331) |
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Balance at 30 April 2022 (Unaudited) |
647,607 |
6,019,207 |
- |
(11,780) |
(6,192,621) |
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462,413 |
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Balance as at 31 October 2022 (Audited) |
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647,607 |
6,019,207 |
12,000 |
6,428 |
(6,631,306) |
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53,936 |
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Total comprehensive loss for the period |
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- |
- |
- |
80,045 |
(352,848) |
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(272,803) |
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Share warrant reserve |
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- |
- |
- |
- |
- |
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- |
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Balance at 30 April 2023 |
647,607 |
6,019,207 |
12,000 |
86,473 |
(6,984,154) |
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(218,867) |
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Share premium - Represents amounts received in excess of the nominal value on the issue of share capital less any costs associated with the issue of shares.
Accumulated losses - The accumulated losses reserve includes all current and prior periods retained profits and losses.
Share warrant reserve - Amount arising on the issue of warrants during the period.
Translation reserve - The translation reserves includes foreign exchange movements on translating the overseas subsidiaries records, denominated MYR and HK$, to the presentational currency, GBP.
The accompanying notes form an integral part of these consolidated financial statements
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED 30 APRIL 2023
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Six months ended 30 April 2023 Unaudited £ |
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Six months ended 30 April 2022 Unaudited £ |
Year ended 31 October 2022
Audited £ |
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Cash flows from operating activities |
|
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Loss before taxation |
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(352,848) |
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(202,221) |
(640,906) |
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Adjustments for:- |
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Depreciation |
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50,218 |
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117,383 |
123,272 |
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Impairment charge |
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- |
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- |
133,682 |
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Loss on disposal of fixed assets |
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- |
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- |
10,467 |
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Share based payment charge |
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(6,000) |
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- |
1,000 |
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Write off tax receivable |
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- |
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- |
24,493 |
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Lease restoration cost |
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9,250 |
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- |
18,500 |
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Interest income |
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(102) |
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(9,184) |
(273) |
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Interest expense |
|
16,399 |
|
- |
24,934 |
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Foreign exchange |
|
1,482 |
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(57,595) |
(16,891) |
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Operating loss before working capital changes |
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(281,601) |
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(151,617) |
(321,722) |
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(Increase)/decrease in receivables |
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(33,957) |
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(34,886) |
103,115 |
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Decrease in payables |
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(2,892) |
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(15,840) |
(108,025) |
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Cash used in operations |
|
(318,450) |
|
(211,459) |
(326,632) |
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Interest received |
|
102 |
|
9,184 |
273 |
|
Net cash used in operating activities |
|
(318,348) |
|
(202,275) |
(326,359) |
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Cash flows from investing activities |
|
|
|
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|
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Proceeds from sale of fixed assets |
|
- |
|
- |
512 |
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Net cash used in investing activities |
|
- |
|
- |
512 |
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Cash flows from financing activities |
|
|
|
|
|
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Proceeds from issue of convertible loan notes |
|
- |
|
500,000 |
500,000 |
|
Interest on lease liability |
|
(14,995) |
|
- |
(7,879) |
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Repayment of lease liabilities |
|
(52,393) |
|
(55,862) |
(91,476) |
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Net cash inflow/(outflow) in financing activities |
|
(67,388) |
|
444,138 |
400,645 |
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Net increase/(decrease) in cash and cash equivalents |
|
(385,736) |
|
241,863 |
74,798 |
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Cash and cash equivalents at beginning of the period |
|
636,459 |
|
581,618 |
581,618 |
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Effect of exchange rates on cash and cash equivalents |
|
78,641 |
|
28,158 |
(19,957) |
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Cash and cash equivalents at end of the period |
|
329,364 |
|
851,639 |
636,459 |
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The non-cash movement from financing activities is
The accompanying notes form an integral part of these consolidated financial statements
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
1. GENERAL INFORMATION
AIQ Limited ("the Company") was incorporated and registered in The Cayman Islands as a private company limited by shares on 11 October 2017 under the Companies Law (as revised) of The Cayman Islands, with the name AIQ Limited, and registered number 327983.
The Company's registered office is located at 5th Floor Genesis Building, Genesis Close, PO Box 446, Cayman Islands, KY1-1106.
The Company has a standard listing on the London Stock Exchange.
The consolidated financial statements include the financial statements of the Company and its controlled subsidiaries (the "Group").
2. PRINCIPAL ACTIVITIES
The principal activity of the Company is to seek acquisition opportunities and to act as a holding company for a group of subsidiaries that are involved in the technology sector.
The Group is an information technology (IT) solutions provider, currently focused on the delivery of blockchain platforms in Asia through the provision of IT consultancy.
3. ACCOUNTING POLICIES
a) Basis of preparation
The condensed consolidated interim financial statements have been prepared in accordance with the Disclosure and Transparency Rules of the Financial Conduct Authority and International Accounting Standard 34 "Interim Financial Reporting" (IAS 34). Other than as noted below, the accounting policies applied by the Group in these condensed interim financial statements are the same as those set out in the Group's audited financial statements for the year ended 31 October 2021. These financial statements have been prepared under the historical cost convention and cover the six-month period to 30 April 2023.
These condensed financial statements do not include all of the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the audited financial statements for the year ended 31 October 2022.
The condensed interim financial statements are unaudited and have not been reviewed by the auditors and were approved by the Board of Directors on 30 July 2023.
The financial information is presented in Pounds Sterling (£), which is the presentational currency of the Company.
A summary of the principal accounting policies of the Group are set out below.
b) Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and its subsidiaries made up to the end of the reporting period. Subsidiaries are entities over which the Group has control. The Group controls an investee if the Group has power over the investee, exposure to variable returns from the investee, and the ability to use its power to affect those variable returns.
The consolidated financial statements present the results of the Company and its subsidiaries as if they formed a single entity. Inter-company balances and transactions between Group companies are therefore eliminated in full. The financial information of subsidiaries is included in the Group's financial statements from the date that control commences until the date that control ceases.
c) Going concern
The financial statements are required to be prepared on the going concern basis unless it is inappropriate to do so.
The Group incurred losses of
The Group meets its day-to-day working capital requirements through cash generated from the capital it raised on admission to the London Stock Exchange, the issue of the convertible loan notes in the period (see note 10) and from the operations of its subsidiaries.
Notwithstanding these actions, a material uncertainty exists that may cast significant doubt on the Group's ability to continue as a going concern with the uncertainty of future trading performance giving rise to a material uncertainty over the going concern status of the Group. The Directors consider the Group to be a going concern but have identified a material uncertainty in this regard.
4. SUBSIDIARIES
The consolidated financial statements include the financial statements of the Company and its controlled subsidiaries (the "Group") as follows:
Name |
Place of incorporation |
Registered address |
Principal activity |
Effective interest |
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30.04.2023 |
31.10.2022 |
Alchemist Codes Sdn Bhd |
Malaysia |
2-9, Jalan Puteri 4/8, Bandar Puteri, 47100 Puchong, Selangor Darul Ehsan Malaysia
|
Design and development of software
|
100% |
100% |
Alcodes International Limited* |
Hong Kong |
Room 47, Smart-Space FinTech, Level 4, Core E, Cyberport 3, 100 Cyberport Road, Hong Kong
|
Software and app development
|
100% |
100% |
* Held by Alchemist Codes Sdn Bhd.
5. REVENUE
|
|
Six months ended 30 April 2023 |
Six months ended 30 April 2022 |
Year ended 31 October 2022 |
|
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|
£ |
£ |
£ |
||||||
Sale of software products |
- |
19,052 |
- |
||||||
Software development income |
72,960 |
341,263 |
496,296 |
||||||
Merchant commission income |
- |
746 |
844 |
||||||
Other |
- |
- |
1,248 |
||||||
Total |
72,960 |
361,061 |
498,388 |
|
|||||
All revenues were generated in Asia. An analysis of revenue by the timing of the delivery of goods and services to customers for the periods ended 30 April 2023, 30 April 2022 and the year ended 31 October 2021 is as follows:
|
30 April 2023 |
30 April 2023 |
|
Goods transferred at a point in time |
Services transferred over time |
|
£ |
£ |
Sale of software products |
- |
- |
Software development income |
- |
72,960 |
Cashback income |
- |
- |
Other |
- |
- |
Total |
- |
72,960 |
|
30 April 2022 |
30 April 2022 |
|
Goods transferred at a point in time |
Services transferred over time |
|
£ |
£ |
Sale of software products |
- |
- |
Software development income |
- |
360,315 |
Cashback income |
746 |
- |
Other |
- |
- |
Total |
746 |
360,315 |
|
31 October 2022 |
31 October 2022 |
|
Goods transferred at a point in time |
Services transferred over time |
|
£ |
£ |
Sale of software products |
- |
- |
Software development income |
- |
496,296 |
Cashback income |
- |
844 |
Other |
19 |
1,229 |
Total |
19 |
498,369 |
6. SEGMENT REPORTING
IFRS 8 defines operating segments as those activities of an entity about which separate financial information is available and which are evaluated by the Board of Directors to assess performance and determine the allocation of resources. The Board of Directors is of the opinion that under IFRS 8 the Group has only one operating segment, the sale of software and ancillary services. The Board of Directors assesses the performance of the operating segment using financial information that is measured and presented in a manner consistent with that in the Financial Statements.
All revenues were derived from Asia.
7. LOSS PER SHARE
The Company presents basic and diluted earnings per share information for its ordinary shares. Basic loss per share is calculated by dividing the loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares in issue during the reporting period. Diluted earnings per share are determined by adjusting the loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares.
There is no difference between the basic and diluted earnings per share, as the warrants and loan notes are anti-dilutive in nature and therefore the diluted loss per share has not been presented.
|
|
|
Six months ended 30 April 2023 |
Six months ended 30 April 2022 |
Year ended 31 October 2022 |
|
|
|
|
|
|
|
|
Loss attributable to ordinary shareholders (£) |
|
|
(352,848) |
(202,221) |
(640,906) |
|
Basic - Weighted average number of shares |
|
|
64,760,721 |
64,760,721 |
64,760,721 |
|
Basic earnings per share (expressed as £ per share) |
|
|
(0.005) |
(0.003) |
(0.010) |
|
8. IMPAIRMENT CHARGE
An impairment charge of
9. LEASE RESTORATION PROVISION
|
|
|
|
As at 30 April 2023 |
As at 31 October 2022 |
|
|
|
|
£
|
£
|
Balance b/f |
|
|
|
18,500 |
- |
Addition |
|
|
|
9,250 |
18,500 |
Balance c/f |
|
|
|
27,750 |
18,500 |
The Group has made a provision for the future costs of restoring its Malaysian office to its original specification as the lease expires in July 2023. Based on an estimation by management of the future expected costs of
10. SHARE CAPITAL
|
|
Number |
Nominal value £ |
|
||
|
Authorised |
|
|
|
||
|
Ordinary shares of |
800,000,000 |
8,000,000 |
|
||
|
|
|
|
|
||
|
Issued and fully paid: |
|
|
|
||
|
As at 1 November 2022 |
64,760,721 |
647,607 |
|
||
|
Issue of shares in the period |
- |
- |
|
||
|
At 30 April 2023 |
64,760,721 |
647,607 |
|
||
|
|
|
||||
|
Six months ended |
Year ended |
||||
|
30 April 2023 |
31 Oct 2022 |
||||
|
£ |
£ |
||||
As at beginning of the period |
647,607 |
647,607 |
||||
Issued during the period |
- |
- |
||||
As at end of the period |
647,607 |
647,607 |
||||
11. SHARE WARRANT RESERVE
On 3 October 2022 the Company granted 300,000 warrants to Guild Financial Advisory ("GFA"), the Company's corporate adviser, exercisable at a price of
12. CONVERTIBLE LOAN NOTES
On 24 January 2022, the Company entered into an unsecured convertible loan note agreement (the "Convertible Loan Note Facility") for a total subscription of
Under the Convertible Loan Note Facility, the Loan Notes had an expiration date of 24 January 2024 ("Expiration Date") and can be repaid, in part or in full, by the Company on 31 December in any year prior to the Expiration Date by giving not less than 14 days' written notice to the noteholders. All outstanding Loan Notes attract interest at a rate of 5% per annum from the date of issue (24 January 2022) to the date of repayment or conversion.
The Loan Notes shall be convertible into new Ordinary Shares of the Company at the lesser of
As disclosed in Note 13, post period end, the Expiration Date of the Loan Notes was extended to 24 January 2025.
13. POST BALANCE SHEET EVENTS
Post period end, as announced on 31 July 2023, the Company and the holders of the Loan Notes referred to in Note 12 above entered an agreement to extend the Expiration Date of the Loan Notes by 12 months to 24 January 2025. All other terms of the Convertible Loan Note Facility remain unchanged.
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