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.

GroupResults2023versus2022 GBP

• Group Operating Lossfor theyear £(0.9)m vs £(0.8)m
• GroupLossbeforetaxationfortheyear     £(0.9)m vs £(0.8)m
• GroupEarningsPerShare(basicanddiluted)*1        
  £(0.01) vs £(0.01)
• Book value per share*2 £0.03vs£0.03
• NetCash £1.6mvs£2.2m

*1basedonweightedaveragenumberofsharesinissueof157,041,665(2022:157,041,665)

*2basedonactualnumberofsharesinissueasat31December2023of157,041,665(2022:157,041,665)

2023HIGHLIGHTS

• ID4revenueisstillinsufficienttosupportapubliccompanycostbase.Managementareworkinghardtoconvertapromising pipeline of opportunities
• Includes £49K severancecost offormerCEO
• Includes£180Kofnon-recurringnon-cashmergeraccountingadjustments
• ReverseTakeOver(RTO)targetofsuitablequalitynotyetidentified
• BoardtoexpandacquisitionsearchtoincludeFinTechcompanies

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.

TheCompany’saccountsalsoincludeatotalof£228Knon-recurringcosts,madeup£49Kofone-offseverancecosts,aswellas£180Kof non-cash merger accounting adjustments to intangible assets.

TheBoardwillredoubleitseffortstoidentifyandexecuteaReverseTakeOvertransaction,whilecommensuratelycuttingcostsfurther.In parallel,the Board will expand its transaction search,to include other FinTech companies.

DuncanSoukup

Chairman

29April2024

DIRECTORS’ REPORT

TheDirectorspresenttheirreportandtheauditedfinancialstatementsfortheperiodended31December2023.

BUSINESSREVIEWANDPRINCIPAL ACTIVITIES

AnemoiInternationalLtd. (the “Company”)isaBritish Virgin Island (“BVI”) International business company (“IBC”), incorporated and registered in the BVI on 6 May 2020.

DIRECTORSANDDIRECTORS’INTERESTS

Id4AG was formed as part of the merger of the former id4 AG(“id4”)withandintoitsparent,ApeironHoldingsAGon 14 September 2021.Id4 was incorporated and registeredin the Canton of Lucerne in Switzerland inApril 2019 whilst Apeiron Holdings AG was incorporated and registered in December2018.Followingthemerger,ApeironHoldingsAG 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:

CompanySecretaryCharlesDuncan Soukup

Registered Agent Hatstone Trust Company (BVI) Limited,Folio Chambers, PO Box 800, RoadTown,Tortola, BritishVirginIslands

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

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

RELATEDPARTYTRANSACTIONS

Detailsofallrelatedpartytransactionsaresetoutinnote17 to the financial statements.

OPERATIONALRISKS

The directors recognise that commercial activities invariably involveanelementofrisk.Anumberoftheriskstowhichthe businessisexposed,suchastheconditionoftheUKandSwiss 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 oftheCompany’soperationalplans,istakenwherever practicable in response to significant changes.The directors considertheriskareastheCompanyisexposedtointhelight ofprevailingeconomicconditionsandtheriskareassetoutin this section are subject to review.

In relation to asset management, the Company’s approachto 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 constantmonitoring.Majorinvestmentanddisposaldecisions 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,MrC.DuncanSoukup,who serves as the Chairman, to identify potential acquisition opportunities and to execute any acquisition.The unexpected loss of the services of Mr SoukuportheotherDirectorscouldhaveamaterialadverse effectontheCompany’sabilitytoidentifypotentialacquisition opportunities and to execute an acquisition.

TheCompanymayinvestinoracquireunquotedcompanies, joint ventures or projects which, amongst other things, may be leveraged, have limited operating histories, have limited financial resources or may require additional capital.

FINANCIALRISKS

Details of the financial instrumentrisks and strategy of the Company are set out in note 19.

RISKSANDUNCERTAINTIES

Asummaryof thekeyrisksandmitigation strategiesisbelow:

 
DIRECTORS’RESPONSIBILITIES

The Directors have elected to prepare the financial statementsfortheCompanyinaccordancewithUKAdopted International Accounting Standards (“IFRS”).

TheDirectorsareresponsibleforkeepingproperaccounting records which disclose with reasonable accuracy at any time the financial position of the Company, for safeguarding the assetsandfortakingreasonablestepsforthepreventionand detection of fraud and other irregularities.

International Accounting Standard 1 requires that financial statements present fairly for each financial period the Company’sfinancialposition, financialperformanceand cash flows.This requires the faithful representation of the effects of transactions, other events and conditions in accordancewiththedefinitionsandrecognitioncriteria for assets, liabilities, income and expenses set out in the International Accounting Standards Board’s ‘Framework for the preparation and presentation of financial statements’. In virtually allcircumstances,afairpresentationwillbeachieved

by compliance with all applicable International Financial Reporting Standards as adopted by the European Union.A fair presentation also requires the Directors to:

• select and apply appropriate accountingpolicies;
• present information,including accounting policies,in a mannerthatprovidesrelevant,reliable,comparableand understandable information;
• provide additional disclosures when compliance with the specific requirements in UK adopted IFRSs is insufficienttoenableuserstounderstandtheimpactof particular transactions,other events and conditions on theentity’sfinancialpositionandfinancialperformance; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

All of the current Directors have taken all the steps thattheyoughttohavetakentomakethemselvesawareof any information needed by the Company’s auditors for the purposes of their audit and to establish that the auditors are awareofthatinformation.TheDirectorsarenotawareofany relevantauditinformationofwhichtheauditorsareunaware.

The financial statements are published on the Group’s website. The maintenance and integrity of the Group’s websiteis the responsibility of the Directors.The Directors’ responsibility also extends to the ongoing integrity of the financial statements contained therein.

RESPONSIBILITYSTATEMENT

Weconfirm that tothe best ofour knowledge:

• •he financial statements,prepared in accordance with theRelevantFinancialReportingFramework,giveatrue and fair view of the assets, liabilities, financial position andprofitorlossoftheCompanyandtheundertakings included in the consolidation taken as a whole;
• The strategic report/directors report includes a fair review of the development and performance of the business and the position of the Company, and the undertakings included in the consolidation taken as a whole,togetherwithadescriptionoftheprincipalrisks and uncertainties that they face; and
• TheAnnualReportandfinancialstatements,taken as a whole,are fair,balanced and understandable and provide the information necessary for shareholders to assess the Group’s position and performance,business model and strategy.

AGM

The Annual General Meeting will be held at Anjuna, 28 Avenue de la Liberté,06360 Éze France on 12 June 2024.

AUDITORS

A resolution to confirm the appointment of RPG Crouch ChapmanastheCompany’sauditorswillbesubmittedtothe shareholders at the Annual General Meeting.

ApprovedbytheBoardandsignedonitsbehalf by

C.DuncanSoukup

Chairman

29April2024

CORPORATE GOVERNANCE STATEMENT

AnemoiInternationalLtd.(“Anemoi”orthe“Company”)isa companyregisteredontheMainMarketoftheLondonStock Exchange.

The Company is subject to,and complies with,the relevant Financial ConductAuthority’s (“FCA”) Listing Rules (“Listing Rules”), the Market Abuse Regulation and the Disclosure Guidance andTransparency Rules of the Financial Conduct Authority.

On 17 December 2021 the Company confirmed its shares werere-admittedtotradingontheLondonStockExchange’s mainmarket.TheBoardrecognisestheimportanceandvalue for the Company and its shareholders of good corporate governance. The Company Statement on Corporate Governance is in full below.

BOARDOVERVIEW

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(theCorporateGovernanceCodeforSmallandMid- Sized Quoted Companies 2018 published by the Quoted CompaniesAlliance)sofarasispracticableandtotheextent they consider appropriate with regards to the Company’s size,stageofdevelopmentandresources.However,giventhe modest size and simplicity of the Company, at present the BoardofDirectorsdonotconsideritnecessarytoadoptthe QCAcodeinitsentiretybutdoesapplytheprinciples,asset 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.

COMPOSITIONOFTHEBOARDANDBOARD COMMITTEES

Asatthedateofthisreport,theBoardofAnemoiInternational Ltd. comprises of one Executive Director and three Non- Executive Directors.

BOARDBALANCE

activities.This will be monitored and adjusted to meet the Group’srequirements.The Board is supported by theAudit 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 ensurethatitsmembershiphastheskillsandexperiencethat it requires for its present and future business needs.

The Board has a procedure allowing Directors to seek independentprofessionaladviceinfurtheranceoftheirduties, at the Company’s expense.

RE-ELECTIONOFDIRECTORS

The Board meets sufficiently regularly to discharge its duties effectively with a formal schedule of matters specifically 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 requiredofthebusiness.Duringtheacquisitionofid4AGand subsequent relisting, the Board met on a weekly basis,The majorityofthemeetingswereonaninformalandoperational basis with the conclusions appropriately documented.

AUDITCOMMITTEE

During the financial period to 31 December 2023,theAudit Committee consisted of Luca Tomasi (Chairman) and one other director from the Board.

The key functions of the audit committee are for monitoring the quality of internal controls and ensuring that the financial performanceoftheGroupisproperlymeasuredandreported on and for reviewing reports from the Company’s auditors relatingtotheCompany’saccountingandinternalcontrols,in all cases having due regard to the interests of Shareholders. The Committee has formal terms of reference.

The auditor, RPG Crouch Chapman, was appointed on 19 April 2023.The firm has indicated its independence to the Board.Atpresent,theGroupdoesnothaveaninternalaudit function.However,thecommitteebelievesthatmanagement has been able to gain assurance as to the adequacy and effectiveness of internal controls and risk management procedures.

REMUNERATIONCOMMITTEE

During the financial period to 31 December 2023, the RemunerationCommitteeconsistedofLucaTomasiandone otherdirectorfromtheBoard.Itisresponsiblefordetermining the remuneration and other benefits,including bonuses and sharebasedpayments,oftheExecutiveDirectors,andfor

reviewing and making recommendations on the Company’s framework of executive remuneration.The Committee has formal terms of reference.

TheremunerationcommitteeisacommitteeoftheBoard.It is primarily responsible for making recommendations to the Boardonthetermsandconditionsofserviceoftheexecutive Directors,including their remuneration and grant of options.

ESG

TheGrouphasnotcompliedwiththerecommendations of the Taskforce for Climate-related Financial Disclosures (“TCFD”)inthecurrentyear,asrequiredbyLR14.3.27Rissued by the Financial Conduct Authority.The Board recognises the importance of climate-related matters and, as our main operating segment is a development stage business,intends todevelopaplantoadoptthe TCFDrecommendations in full over the next few years.With reference to the four pillarsoftheTCFDrecommendations,mattersofgovernance, risk assessment, and strategy have already been covered elsewhereinthisreport,andthedevelopmentofmetricsand targets is under consideration.

STATEMENTONCORPORATEGOVERNANCE

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 ofAnemoi’s operations.

The Board considers it appropriate to adopt the principlesof the Quoted Companies Alliance Corporate Governance Code(“theQCACode”)publishedinApril2018.Theextent 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.  Establishastrategyandbusinessmodel 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.Thecurrentstrategyandbusinessoperationsof the Company are set out in the Chairman’s Statement on page 4. Shareholders and potential investors must realisethattheobjectivessetoutinthatdocumentaresimply that;“objectives” and that the Company may without prior notificationchangetheseobjectivesbaseduponopportunities presented totheBoardormarketconditions.

The Group’s strategy and business model and amendments thereto, are developed by the Executive Chairman and his seniormanagementteam,andapprovedbytheBoard. 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 Directors believe that this approach will deliver long- termvalueforshareholders.InexecutingtheGroup’sstrategy, 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 Board identifies a special “off market” opportunity;
2. Finance: TheBoardseeksopportunitiesintheFinTech sector.

The above outlined strategy is subject to change depending on the Board’s findings and prevailing market conditions.

2.  Seektounderstandandmeetshareholder needs and expectations

The Board believes that the Annual Report and Accounts, andtheInterimReportpublishedatthehalf-year,playan important part in presenting all shareholders with an assessmentoftheGroup’spositionandprospects.Allreports and press releases are published in the Investor Relations section of the Company’s website.

3.  Take into account wider stakeholder and socialresponsibilitiesandtheirimplications for long-term success

TheGroupisawareofitscorporatesocialresponsibilitiesand theneedtomaintaineffectiveworkingrelationshipsacross 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’soperationsandworkingmethodologiestakeaccount 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 benefit of its members as a whole.The Group endeavoursto take account of feedback received from stakeholders, making amendments where appropriate and where such amendments are consistent with the Group’s longer term strategy.

TheGrouptakesdueaccountofanyimpactthatitsactivities 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 to its activities.The Group’s corporate social responsibility approach continues to meet these expectations.

4.  Embed effective risk management, consideringbothopportunitiesandthreats, throughout the organisation

TheBoardisresponsibleforthesystemsofriskmanagement 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 butnotabsoluteassuranceagainstmaterialmisstatement or loss.Through the activities of the Audit Committee, the effectiveness of these internal controls is reviewed annually.

Abudgetingprocessiscompletedonceayearandisreviewed and approved by the Board.The Group’s results, compared withthebudget,arereportedtotheBoardonaregularbasis.

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 newrisksandopportunitiespresentedtotheGroup,making recommendations to the Board and/orAudit Committee as appropriate.

TheBoardhasanestablishedAudit Committee.

The Company receives comments from its external auditors on the state of its internal controls.

The more significant risks to the Group’s operations and the management of these have been disclosed in the Director’s Report on page 5.

5.  MaintaintheBoardasawell-functioning, balanced team led by the Chair

TheBoardcurrentlycomprisesthreenon-executiveDirectors, andanExecutiveChairman.Directors’biographiesaresetout in the Board of Directors section of the Company’s website.

All of the Directors are subject to election by shareholdersat the first Annual General Meeting after their appointment totheBoardandwillcontinuetoseekre-electioneveryyear.

The Board is responsible to the shareholders for the proper managementoftheGroupand,innormalcircumstances,

meets at least four times a year to set the overall direction andstrategyoftheGroup,toreviewoperationalandfinancial performance and to advise on management appointments.

TheBoardconsidersitselftobesufficientlyindependent.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 attheyear-endareregardedasindependentundertheQCA 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 havethenecessaryup-to-dateexperience, skills and capabilities

The Board considers that the Non-executive Directors are of sufficient competence and calibre to add strength and objectivity to its activities,and bring considerable experience in technical, operational and financial matters.

TheCompanyhasputinplaceanAuditCommitteeaswellas a Remuneration Committee.

TheBoardregularlyreviewsthecompositionoftheBoardto ensurethatithasthenecessarybreadthanddepthofskillsto support the on-going development of the Group.

TheChairmanrequiresthattheDirectors’knowledge iskept uptodateonkeyissues anddevelopmentspertainingtothe Group, its operational environment and to the Directors’ responsibilities as members of the Board.During the course oftheyear,Directorsreceivedupdatesfromvariousexternal advisersonanumberofregulatoryandcorporategovernance matters.

Directors’ service contracts or appointment letters make provisionforaDirectortoseekpersonaladviceinfurtherance of his or her duties and responsibilities.

7.  EvaluateBoardperformancebasedonclear and relevant objectives, seeking continuous improvement

The Board’s performance is measured by the success of the Company’s acquisitions and investments and the returnsthat they generate for shareholders and in comparison to peergroupcompanies. Thisperformanceispresentedin the Group’s monthly management accounts and reported, discussed and reviewed with the Board regularly.

8.  Promoteacorporateculturethatisbased on ethical values and behaviours

TheBoardseekstomaintainthehigheststandardsofintegrity andprobityin the conduct of the Group’s operations.These values are enshrined in the written policies and working 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.

TheGroupiscommittedtoprovidingasafeenvironmentfor 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 theactions of the Board and management team.The Group has an anti-bribery policy and would report any instances of non-complianceto the Board.The Group has undertaken a reviewofitsrequirementsundertheGeneralDataProtection Regulation, implementing appropriate policies, procedures and training to ensure it is compliant.

9.  Maintain governance structures and processes that are fit for purpose and supportgooddecision-makingbytheBoard

TheBoardhasoverallresponsibilityforpromotingthesuccess of the Group.The Chairman has day-to-day responsibilityfor 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.

ThereisaclearseparationoftherolesofExecutiveChairman 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 theCommittees.TheChairmanalsohastheresponsibilityfor implementingstrategyandmanagingtheday-to-daybusiness activitiesof 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, planningandreviewingtheannualreportandaccountsandinterim

statements involving, where appropriate, the external auditors.TheCommitteealsoapprovesexternalauditors’fees andensurestheauditors’independenceaswellasfocusingon compliancewithlegalrequirementsandaccountingstandards. It is also responsible for ensuring that an effective system of internalcontrol is maintained.The ultimate responsibility for reviewing and approving the annual financial statements and interimstatements remains with the Board.The Committee hasformaltermsofreference,whicharesetoutintheBoard 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 recommendationstotheBoardonthecompensationofsenior executivesanddetermining,withinagreedtermsofreference, thespecificremunerationpackagesforeachoftheDirectors. ItalsosupervisestheCompany’sshareincentiveschemesand setsperformanceconditionsforshareoptionsgrantedunder the schemes.The Committee has formal terms of reference.

The Directors believe that the above disclosures constitute sufficient disclosure to meet the QCA Code’s requirement for a Remuneration Committee Report. Consequently, a separate Remuneration Committee Report is not presented in the Group’s Annual Report.

10.  CommunicatehowtheGroupisgoverned and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

TheBoardbelieves that theAnnual Report andAccounts,and theInterimReportpublishedatthehalf-year,playanimportant part in presenting all shareholders with an assessment of the Group’sposition and prospects.TheAnnual 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’sfinancialreportsandnoticesofGeneralMeetings oftheCompanycanbefoundintheReportsandDocuments 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.DuncanSoukup

Chairman

29April2024

INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS’OFANEMOIINTERNATIONAL LTD.

OPINION

We have audited the financial statements of Anemoi InternationalLtd.anditssubsidiaries(the‘Group’)forthe year ended 31 December 2023 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 financial statements, including a summary of significant accounting policies.The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted International Financial Reporting Standards (IFRS).

In ouropinion,thefinancialstatements:

• give a true and fair view of the state of the Group’s affairsasat31December2023andoftheGroup’sloss for the year then ended;
• havebeenproperlypreparedinaccordancewith IFRS.

BASISFOR OPINION

We conducted our audit in accordance with International StandardsonAuditing(UK)(ISAs(UK))andapplicable law. Our responsibilities under those standards are further describedintheAuditor’sresponsibilitiesfortheauditofthe financialstatementssectionofourreport.Weareindependent ofthegroupinaccordancewiththeethicalrequirementsthat are relevant to our audit of the financial statements in the UK,including the FRC’s Ethical Standard as applied to listed entities,andwehavefulfilledourotherethicalresponsibilities inaccordance with these requirements.We believe that the auditevidencewehaveobtainedissufficientandappropriate to provide a basis for our opinion.

CONCLUSIONSRELATINGTOGOING CONCERN

In auditing the financial statements,we have concluded that the directors’ use of the going concern basis of accountingin the preparation of the financial statements is appropriate.

Our evaluation of the Directors’ assessment of the entity’s ability to continue to adopt the going concern basis of accounting included review of the expected cashflows for a period of 12 months from the date of this report compared with the liquid assets held by the Group.

Basedontheworkwehaveperformed,wehavenotidentified any material uncertainties relating to events or conditions that,individually or collectively,may cast significant doubt on theGroup’sabilitytocontinueasagoingconcernforaperiod ofatleasttwelvemonthsfromwhenthefinancialstatements 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 APPROACHTOTHEAUDIT

Inplanningouraudit,wedeterminedmaterialityandassessed therisksofmaterialmisstatementinthefinancialstatements.In particular,welookedatwherethedirectorsmadesubjective judgements,for example in respect of significant accounting estimates.Asinallofouraudits,wealsoaddressedtheriskof managementoverrideofinternalcontrols,includingevaluating 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 performedsufficientworktobeabletoissueanopinion on the financial statements as a whole, taking into account the structure of the Group, the accounting processes and controls, and the industry in which they operate.

KEYAUDITMATTERS

Key audit matters are those matters that,in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement we identified (whether or not due to fraud), including those whichhadthegreatesteffecton:theoverallauditstrategy;the allocation of resources in the audit;and directing the efforts oftheengagementteam.Thematteridentifiedwasaddressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We consider gross assets to be the most significant determinantoftheGroup’sfinancialperformanceusedbythe users of the financial statements.We have based materiality on1.5%ofgrossassetsforeachoftheoperatingcomponents. Overall materiality for the Group was therefore set at £70k. For each component,the materiality set was lower than the overall group materiality.

We agreed with the Audit Committee that we wouldreport on all differences more than 5% of materialityrelating to the Group financial statements.We also reportto the Audit Committee on financial statement disclosure mattersidentifiedwhenassessingtheoverallconsistencyand presentation of the consolidated financial statements.

OURAPPLICATIONOFMATERIALITY

Weapplytheconceptofmaterialitybothinplanning and performing our audit, and in evaluating the effect of misstatements.Weconsider materiality to be the magnitude by which misstatements,including omissions,could influence theeconomicdecisionsofreasonableusersthataretakenon the basis of the financial statements.

Inordertoreducetoanappropriatelylowleveltheprobability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below theselevelswillnot necessarilybeevaluatedasimmaterialas wealsotakeaccountofthenatureofidentifiedmisstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.

OTHER INFORMATION

Thedirectors are responsible for the other information.The otherinformationcomprisestheinformationincludedin the annual report, other than the financial statements andour auditor’s report thereon. Our opinion on the financial statementsdoesnotcovertheotherinformationand,except to the extent otherwise explicitly stated in our report, wedonotexpressanyformofassuranceconclusionthereon. In connection with our audit of the financial statements,our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.We have nothing to report in this regard.

RESPONSIBILITIESOFDIRECTORS

As explained more fully in the directors’ responsibilities statement set out on page 7 the directors are responsiblefor the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement,whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group’s and the parent company’s ability to continue as a going concern, disclosing, as applicable,matters related to going concern and using the goingconcernbasisofaccountingunlessthedirectorseither intend to liquidate the group or the parent company or to ceaseoperations,orhavenorealisticalternativebuttodoso.

Thosechargedwithgovernanceareresponsibleforoverseeing the Group’s financial reporting process.

AUDITOR’SRESPONSIBILITIESFORTHE AUDITOFTHEFINANCIALSTATEMENTS

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from materialmisstatement,whetherduetofraudorerror,andto issueouropinioninanauditor’sreport.Reasonableassurance is a high level of assurance,but does not guarantee that an audit conducted in accordance with ISAs (UK) will always detectamaterialmisstatementwhenitexists.Misstatements canarisefromfraudorerrorandareconsideredmaterial if, individually or in aggregate, they could reasonably be expectedtoinfluencetheeconomicdecisionsofuserstaken on the basis of the financial statements.

Irregularities,includingfraud,areinstancesofnon-compliance with laws and regulations. We design procedures in linewith our responsibilities, outlined above, to detect material misstatementsinrespect 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 the financial statements.
• We identified the greatest risk of material impact on the financial statements from irregularities, including fraud,to be the override of controls by management. Our audit procedures to respond to these risks included enquiries of management about their own identificationandassessmentoftherisksofirregularities, sampletestingonthepostingofjournalsandreviewing accounting estimates for biases.

Becauseoftheinherentlimitationsofanaudit, thereisa risk that we will not detect all irregularities, including those leadingtoamaterialmisstatementinthefinancialstatements or non-compliance with regulation.This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instancesofnon-compliance.Theriskisalsogreaterregarding irregularitiesoccurringduetofraudratherthanerror,asfraud involves intentional concealment,forgery,collusion,omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor’s Report.

OTHERMATTERSTHATWEAREREQUIRED TO ADDRESS

Wewereappointedon19April2023andthisisthesecond year of our engagement as auditors for the Group.

WeconfirmthatweareindependentoftheGroupandhave notprovidedanyprohibitednon-auditservices,asdefinedby theEthicalStandardissuedbytheFinancialReportingCouncil.

Our audit report is consistent with our additional report to the Audit Committee explaining the results of our audit.

USEOFOUR REPORT

ThisreportismadesolelytotheGroup’smembers,asabody. Our audit work has been undertaken so that we might state to the Group’s members those matters we are required to statetotheminanauditor’sreportandfornootherpurpose. 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.

MarkWilsonMA,FCA

(SeniorStatutoryAuditor)

ForandonbehalfofRPGCrouchChapmanLLP

CharteredAccountants RegisteredAuditor

40GracechurchStreet London

EC3V0BT

29April2024

CONSOLIDATED STATEMENT OF INCOME

fortheyearended31December2023

CONSOLIDATEDSTATEMENTOF FINANCIAL POSITION

asat31December2023

Thenoteson pages20to30forman integralpartofthisfinancialinformation.

Thesefinancial statements were approved and authorised by the board on29April 2024.

Signedonbehalfoftheboardby:

C.DuncanSoukup

Chairman

CONSOLIDATED STATEMENT OF CASH FLOWS

asat31December2023

CONSOLIDATEDSTATEMENTOFCHANGESIN EQUITY

fortheyearended31December2023

Thenoteson pages20to30forman integralpartofthisfinancialinformation.

NOTES TO THE FINANCIAL STATEMENTS

fortheyearended31December2023

1.          GENERALINFORMATION

AnemoiInternational Ltd.(the“Company”) is a BritishVirgin Island (“BVI”) International business company (“IBC”),incorporated and registered in the BVI on 6 May 2020.Company number 2035767.

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 HoldingsAG on 14 September 2021.Id4 was incorporated and registered in the Canton of Lucerne in SwitzerlandinApril2019whilstApeironHoldingsAGwasincorporatedandregisteredinDecember2018.Following themerger, Apeiron Holdings AG was renamed id4 AG.

Onthe17thDecember2021,theentiresharecapitalofid4AGwaspurchasedbyAnemoiInternational Ltd.

Id4CLM (UK) Ltd is a wholly owned subsidiary ofAnemoi,incorporated on 26 November 2021 in England andWales.Id4 CLM (UK) Ltd is a private limited company,limited by shares.

2.          ACCOUNTINGPOLICIES

TheGroupfinancialstatementsconsolidatethoseoftheCompanyanditssubsidiaries(togetherreferredtoasthe“Group”). The Group prepares its accounts in accordance with applicable UKAdopted InternationalAccounting Standards“IFRS”.

The financialstatementsareexpressedinGBP.

The principal accounting policies are summarised below.They have been applied consistently throughout the period covered by these financial statements.

2.1.    FOREIGNCURRENCY

The presentational currency of the financial statements is GBP, whereas the functional currency of the Group is US Dollars. Transactionsinforeigncurrenciesareinitiallyrecordedinthefunctionalcurrencybyapplyingthespotexchangerateonthe 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 statementof comprehensive income. Non-monetary assets and liabilities, other than those measured at fair value, are not retranslated subsequent to initial recognition.

Transactions in currencies other than the entity’s functional currency (foreign currencies) are recorded at the rate of exchange prevailingon 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-endGBPUSDexchangerateasat31Dec2023:1.2731(2022:1.2103)

AverageGBPUSDexchangerateas at31 Dec2023:1.2417 (2022:1.2800)

Year-endGBPEURexchangerateasat31Dec2023:1.1527(2022:1.1273)

AverageGBPEURexchangerateas at31 Dec2023:1.1400 (2022:1.1599)

Year-endGBPCHFexchangerateasat31Dec2023:1.0713(2022:1.1187)

AverageGBPCHF exchange rate as at 31 Dec 2023:1.0950 (2022:1.1762)

2.2.    GOINGCONCERN

ThefinancialstatementshavebeenpreparedonthegoingconcernbasisasmanagementconsiderthattheGroupwillcontinuein operationfortheforeseeablefutureandwillbeabletorealiseitsassetsanddischargeitsliabilitiesinthenormalcourseofbusiness. The Group has fully assessed its financial commitments and at the year-end had net cash reserves of £1.6m.

Inarrivingatthisconclusionmanagementhavepreparedcashflowforecastsconsideringoperatingcashflowsandcapitalexpenditure requirements for the Group,as well as available working capital.

2.3.    CHANGESINACCOUNTINGPOLICIESANDDISCLOSURES

The Group has changed to UK adopted International Accounting Standards for the year ended 31 December 2021 from EU- adoptedInternationalFinancialReportingStandards(IFRSs),atwhichtimetherewerenodifferencesbetweenUKandEUadoption of IFRS as issued by the International Accounting Standards Board.

Standards issued but not yet effective:There were a number of standards and interpretations which were in issue during the currentperiodbut were not effective at that date and have not been adopted for these Financial Statements.The Directors have assessedthefullimpactoftheseaccountingchangesontheCompany.Totheextentthattheymaybeapplicable,theDirectorshave concludedthatnoneofthesepronouncementswillcausematerialadjustmentstotheGroup’sFinancialStatements.Theymayresult inconsequentialchangestotheaccountingpoliciesandothernotedisclosures.Thenewstandardswillnotbeearlyadoptedbythe Groupandhave/willbeincorporatedinthepreparationoftheGroupFinancialStatementsfromtheeffectivedatesnotedbelow.

The new and amended standards include:

IFRS17Insurancecontracts 1

IAS 1 PresentationoffinancialstatementsandIFRSPracticeStatement21IAS 8 Accounting policies,changes in accounting estimates and errors 1IAS 12IncomeTaxes 1

IFRS16Leases2

IAS1 Presentationoffinancial statements (Amendment – ClassificationofLiabilities as Current or Non-Current)2

IAS1 Presentationoffinancialstatements(Amendment–Non-currentLiabilitieswithCovenants)2

IAS21  Lack ofExchangeability3

1. Effectivefor annual periodsbeginning onorafter 1 January 2023
2. Effectivefor annual periodsbeginning onorafter 1 January 2024
3. Effectivefor annual periodsbeginning onorafter 1 January 2025

2.4.    JUDGEMENTANDESTIMATES

The preparation of financial statements in conformity with IFRS requires the Directors to make judgements, estimates and assumptionsthat affect the application of policies and reported amounts of assets,liabilities,income and expenses.The estimates andassociatedassumptionsarebasedonhistoricalexperienceandvariousotherfactorsthatarebelievedtobereasonableunder 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 theperiodinwhichtheestimateisrevisediftherevisionaffectsonlythatperiod,orintheperiodoftherevisionandfutureperiods if the revision affects both current and future periods.

Thekeyjudgementareasrelatetothecarryingvalueofintangibleassetswhicharereviewedannuallyforindicationofimpairment. Deferredconsideration as per note 16 is not currently recognised on the acquisition of .id4.AG.The deferred consideration is contingentonthemeetingoffinancialtargetsbyDecember2026.TheBoardisstillconfidentofmeetingtargetshoweverthelength 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.

2.5.    PROPERTY,PLANTANDEQUIPMENT

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 locationandconditionnecessaryforittobecapableofoperatinginthemannerintended.Costalsoincludescapitalisedintereston borrowings, applied only during the period of construction.