Audited Results

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8 August 2023

Inteliqo Limited

(“Inteliqo”, the “Company”)

Audited Results

Inteliqo (AQSE: IQO), a start-up technology company that provides sales, marketing and distribution services to technology product owners under long-term distribution agreements, is pleased to announce its audited results for the year ended 31 March 2023. A full copy of the Annual Report and Audited Consolidated Financial Statements will be obtainable from the Company's website at

This announcement contains information which, prior to its disclosure, constituted inside information as stipulated under Regulation 11 of the Market Abuse (Amendment)(EU Exit) Regulations 2019/310 (as amended).

The directors of Inteliqo Limited accept responsibility for this announcement.

For more information, please contact:

Inteliqo LimitedJoseph Hill
First Sentinel Corporate Finance LimitedBrian Stockbridge +44 (0) 203989 2222



I am pleased to present the Chairman's statement, highlighting the progress and achievements of Inteliqo Limited (the "Company") and its subsidiary (together the “Group”) since its incorporation on 3rd May 2022. Under the leadership of our CEO, Joseph Hill, our dedicated team has made significant strides in positioning the Company for success in the technology market.

Key Appointments and Market Entry:

Throughout the year, we have assembled a strong and capable leadership team. Michael Joseph Hill was appointed as CEO and director of the Company on 7th June 2022, followed by the appointments of Joseph Truelove as Non-Executive Director and Chairman, Ray Smart as Finance Director, Shaun Drake as Company Secretary on 27th June 2022, and Bruce Watterson as a Non-Executive Director on 20th July 2022. Their collective expertise and guidance have been instrumental in driving our strategic initiatives forward.

Furthermore, I am pleased to announce that on 5th August 2022, the Company was successfully admitted to the Access segment of AQSE. On Admission, the Company had 112,500,000 Ordinary Shares in issue, with a market capitalization of approximately £2,812,500. The Company's admission document is available for viewing on our website at

Business Overview and Objectives:

Inteliqo is a technology company focused on delivering sales, marketing, and distribution services to prominent technology brands through long-term agreements.

I am delighted to inform you that during this reporting period, we have finalised two key agreements that strengthen our position in the market:

  • Inteliqo has acquired the global distribution rights to market and sell Ipedia hardware products.
  • Inteliqo has acquired the exclusive rights to market and sell the Langaroo App globally.

Ipedia (

The Ipedia iQ product is a smart translation earphone (earbuds) system offering integrated real-time speech translation in 130 languages, built-in smart assist (Google and Siri), multiple built-in microphones, and high-definition sound.

The Company's principal activity is to market, sell, and distribute Ipedia technology products by appointing resellers in defined territories globally. The Company generates income from the sales of these products, sharing a proportion of such income with the product owners under the terms of its distribution agreements.

During the year, Inteliqo appointed an exclusive reseller for the promotion and sale of Ipedia products in nine territories, including Belgium, Canada, France, Morocco, Switzerland, Spain, Libya, Turkey, and Tunisia. The agreements carry an initial five-year term, and we expect the first orders from these agreements in the next quarter. However, the quantum and timing of these orders are not guaranteed. Upon commencement of the contracts, resellers will place a deposit on any purchase order raised, with additional payment offered as an irrevocable line of credit with their bank, which will be drawn down as the product enters the territory for distribution.

Langaroo (

Langaroo is a mobile application that enables users to understand, speak, message, and share information across over 130 languages. It serves as the ultimate translation buddy, facilitating seamless communication for users in various scenarios.

Inteliqo has secured an exclusive sales and marketing agreement for the Langaroo App, solidifying our commitment to driving its global adoption. This agreement will enable us to distribute the Langaroo App effectively and leverage its impressive features across various industries and regions.

The Company generates income from the sales of subscriptions or territory licence agreements, benefiting from a proportion of revenue as defined in the Revenue Share Agreement.

Financial Results:

The Group's financial results to 31st March 2023 (see page 7 reflect the setup and listing of the Company preceding the commencement of sales. Consequently, we incurred a loss of $684k, with basic earnings per share from continuing activities of -$0.008. While these figures reflect the early stages of our operations, we remain focused on executing our strategic initiatives and achieving sustainable growth.

Outlook and Future Prospects:

While the Group is still in its nascent stage, we are pleased to report that since April 2023, we have been operating profitably, with positive cash flows. This promising development aligns with our commitment to delivering value to our shareholders.

Looking ahead, we are optimistic about the Group's prospects. With the Langaroo App now generating sales, coupled with the recent attainment of Exclusive Reseller Agreements for Ipedia, we are confident that the Company will operate profitably this year.

Thank you for your continued support and trust in our vision. We are committed to driving Inteliqo's growth and creating value for all stakeholders.

Joseph Truelove

Chairman of the Board

Inteliqo Limited

4 August 2023

Directors’ responsibility statement

The directors are responsible for preparing the annual report and consolidated financial statements in accordance with applicable law and generally accepted accounting practice.

Company law applicable to companies in Guernsey requires the directors to prepare consolidated financial statements for each financial year which give a true and fair view of the state of affairs of the Group and of the profit or loss of the Group  for that period. 

In preparing these consolidated financial statements, the directors are required to:

  • select suitable accounting policies for the Group’s consolidated financial statements and then apply them consistently;
  • make judgments and accounting estimates that are reasonable and prudent;
  • state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the consolidated financial statements;
  • prepare the consolidated financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and to enable them to ensure that the financial statements comply with the Companies (Guernsey) Law, 2008. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Disclosure of information to the auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

  • so far as the director is aware, there is no relevant audit information of which the Company’s auditor is unaware, and
  • he has taken all the steps he ought to have taken as a director to make himself aware of any relevant audit information and to establish that the Company’s auditor is aware of that information.

Directors and company secretary

The directors that served throughout the period were:

Michael Joseph Hill (appointed 7 June 2022)

Raymond Matthew Smart (appointed 27 June 2022)

Joseph Michael Truelove (appointed 27 June 2022)

Alister Bruce Waterson (appointed 20 July 2022)

Steven B de Jersey (appointed on incorporation and resigned 7 June 2022)

John A Nelson (appointed on incorporation and resigned 7 June 2022)

The company secretaries that served during the year were:

William Place Secretaries Limited (appointed on incorporation and resigned on 7 June 202)

Shaun Drake (appointed 27 June 2022)

Shareholders with holding in excess of 5%

Khaleel Alawadi                       77.5%

HKML Limited                           6.5%

Foki Holdings Limited                 6.0%

This report was approved by the board and signed on its behalf on 4 August 2023 by

Michael Hill



To the members of Inteliqo limited


We have audited the consolidated financial statements of Inteliqo Limited (the “Company”) and its subsidiary (together the “Group”), which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Consolidated Statement of Changes in Equity, Consolidated Statement of Cash Flows for the period then ended, and Notes to the Consolidated Financial Statements, including a summary of significant accounting policies. The consolidated financial statements framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as issued by the International Standards Board (IASB).

In our opinion, the consolidated financial statements:

  • give a true and fair view of the state of the Group’s affairs as at 31 March 2023 and of the Group’s loss for the period then ended;
  • are in accordance with IFRSs as issued by the IASB; and
  • comply with the Companies (Guernsey) Law, 2008. 

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs) and applicable law. Our responsibilities under those standards are further described in the ‘Auditor’s responsibilities for the audit of the consolidated financial statements’ section of our report. We are independent of the Group in accordance with the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), together with the ethical requirements that are relevant to our audit of the consolidated financial statements in Guernsey, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

There are no key audit matters to report.

Other information in the Annual Report

The Directors are responsible for the other information. The other information comprises the information included in the Annual Report and Consolidated Financial Statements but does not include the consolidated financial statements and our auditor’s report thereon.

Our opinion on the consolidated financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the directors for the consolidated financial statements

As explained more fully in the Statement of Directors’ Responsibilities set out on page 4, the Directors are responsible for the preparation of the consolidated financial statements which give a true and fair view in accordance with IFRSs as issued by the International Standards Board (IASB), and for such internal control as the Directors determine is necessary to enable the preparation of the consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

  • 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.
  • 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.  
  • 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.

We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor’s report is Cyril Swale.

Use of our report

This report is made solely to the Company’s members, as a body, in accordance with section 262 of the Companies (Guernsey) Law, 2008. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters in relation to which the Companies (Guernsey) Law, 2008 requires us to report to you if, in our opinion:

  • proper accounting records have not been kept by the Company; or
  • the Group’s consolidated financial statements are not in agreement with the accounting records; or
  • we have not obtained all the information and explanations, which to the best of our knowledge and belief, are necessary for the purposes of our audit.

Grant Thornton Limited

Chartered Accountants

St Peter Port



Notes 3 May 2022 to
31 March 2023
Other income 151
Administrative expenses 5 (680,391)
Realised foreign currency gains and losses 19,117
Unrealised foreign currency gains and losses (23,144)
Operating loss and loss before tax (684,267)
Tax expense 6 -
Loss for the period from continuing operations (684,267)
Earnings per share
Basic loss per share from continuing operations 7 (0.008)
Diluted loss per share from continuing operations 7 (0.007)

The accompanying notes on pages 11 to 17 form an integral part of these consolidated financial statements.


Notes 2023
Non-current assets
Office equipment 9 2,366
Current assets
Trade and other receivables 10 32,870
Cash and cash equivalents 11 189,162
Total current assets 222,032
Total assets 224,398
Current liabilities
Trade and other payables 12 94,588
Share capital 13 14,188
Share premium 13 799,889
Retained earnings (684,267)
Total equity 129,810
Total liabilities and equity 224,398

The notes on pages 11 to 17 form an integral part of these consolidated financial statements.

These financial statements were approved and authorised for issue by the directors on 4 August 2023 and are signed on their behalf by:

Ray Smart

Finance Director


Share capital Share premium Retained earnings Total
Issue of share capital prior to admission to Aquis 13,900 738,621 - 752,521
Issue of share capital on admission to Aquis 288 61,268 - 61,556
Loss for the period - - (684,267) (684,267)
Balances as at 31 March 2023 14,188 799,889 (684,267) 129,810

The notes on pages 11 to 17 form an integral part of these consolidated financial statements.


Notes 2023
Operating activities
Loss before tax (684,267)
Adjustments for non-cash income and expenses:
Depreciation of office equipment 465
Changes in operating assets and liabilities:
Trade and other receivables (32,870)
Trade and other payables 94,588
Net cash from operating activities (622,084)
Cash flows used in investing activities
Purchases of equipment (2,831)
Cash flows from financing activities
Proceeds from issue of share capital 814,077
Net change in cash and cash equivalents and cash and cash equivalents at end of period 11 189,162

The notes on pages 11 to 17 form an integral part of these consolidated financial statements.


  1. General information

Inteliqo Limited (the “Company”) is a company limited by shares under The Companies (Guernsey) Law 2008 (as amended) and was incorporated in Guernsey on 3 May 2022 and was listed on the Access Segment of Aquis Stock Exchange ("AQSE") on 5th August 2022  The address of its registered office and principal place of business is Dixcart House, Sir William Place, St Peter Port Guernsey, GY1 1GX.  The Group’s principal activity is the provision of sales, marketing and distribution services.

  1. Basis of preparation and accounting policies

These Consolidated Financial Statements comprise the Company and its subsidiary (together the “Group”) and have been prepared on an accruals basis and under the historical cost convention in accordance with the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board and are presented in US Dollars, the functional currency of the Group. 

The Consolidated Financial Statements comply with the legal and regulatory requirements of The Companies (Guernsey) Law, 2008, and have been prepared under the assumption that the Group operates as a going concern.

The Group has applied the following accounting policies:

  1. Basis of consolidation

These Consolidated Financial Statements consolidate those of the parent company and its 100% owned subsidiary as of 31 March 2023. The subsidiary company has a reporting date of 31 March. 

All transactions and balances between Group companies are eliminated on consolidation, including unrealised gains and losses on transactions between Group companies.  Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group.

Where a subsidiary acquired during the period does not meet the criteria as set out in IFRS 3 to be defined as a business the transaction is accounted for as an asset acquisition.

  1. Foreign currency transactions and balances

Foreign currency transactions are translated into the functional currency of the Group using the exchange rates prevailing at the dates of the transactions (spot exchange rate). Foreign exchange gains and losses resulting from the settlement of such transactions and from the remeasurement of monetary items denominated in foreign currency at period-end exchange rates are recognised in profit or loss.

Non-monetary items are not retranslated at the period-end. They are measured at historical cost (translated using the exchange rates at the transaction date), except for non-monetary items measured at fair value which are translated using the exchange rates at the date when fair value was determined.

  1. Segment reporting

The Group has one operating segment: that of sales, marketing and distribution services.

  1. Revenue recognition

The Group enters into contracts with its customers for these services and revenue is measured at the fair value of the consideration received or receivable, net of discounts and sales-related taxes. 

In determining whether to recognise revenue, the Group follows a 5-step process:

    1. Identifying the contract with a customer
    2. Identifying the performance obligations
    3. Determining the transaction price
    4. Allocating the transaction price to the performance obligations, and then
    5. Recognising revenue when/as performance obligations are satisfied.

As a result of the above the Group recognises revenue as follows

  1. from its contracts with customers which are derived from the sale, marketing and distribution of customer’s physical goods - when the customers’ goods are delivered.
  2. from its contracts with customers involving the sale, marketing and distribution of online applications - when its customers have received the proceeds of sales.
  1. Operating expenses

Operating expenses, including short term employee benefits, are recognised in profit or loss upon utilisation of the service or as incurred.

  1. IT equipment

Items of IT equipment are initially measured at cost, including any costs directly attributable to bringing the assets to the location and condition necessary for them to be capable of operating in the manner intended by the Group’s management, less accumulated depreciation and impairment losses.

Depreciation is recognised on a straight-line basis to write down the cost less estimated residual value of IT equipment with a useful life of 3 years applied.

At each reporting date, IT equipment is reviewed to determine whether there is any indication that those assets have suffered an impairment loss. If there is an indication of possible impairment, the recoverable amount of any affected asset (or group of related assets) is estimated and compared with its carrying amount. If estimated recoverable amount is lower, the carrying amount is reduced to its estimated recoverable amount and an impairment loss is recognised immediately in profit or loss.

  1. The Company as a lessee

The Company rents its office space for terms of less than one year and recognises the rental agreement as an operating lease and expenses the lease costs to profit or loss.

  1. Financial instruments
  1. Recognition and derecognition

Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument. Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and substantially all the risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.

  1. Classification, initial measurement and subsequent measurement of financial assets

Financial assets, which comprise cash at bank and trade and other receivables, are initially measured at fair value.  Subsequently financial assets are measured at amortised cost and are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found an impairment loss is recognised in the statement of comprehensive income.

  1. Impairment of financial assets

The Group makes use of a simplified approach in accounting for trade and other receivables  and records the loss allowance as lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial instrument. In calculating the impairment loss, the Group uses its historical experience, external indicators and forward-looking information to calculate the expected credit losses using a provision matrix.

  1. Classification and measurement of financial liabilities

The Group’s financial liabilities include trade and other payables. Financial liabilities are initially measured at fair value. Subsequently, financial liabilities are measured at amortised cost using the effective interest method.

All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in profit or loss are included within finance costs or finance income.

  1. Income tax

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year.

  1. Cash and cash equivalents

Cash and cash equivalents comprise cash at bank.

  1. Equity

Share capital represents the nominal value of shares that have been issued. Share premium includes any premiums received over and above the nominal value of the issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

The Company recognises shares to be issued under warrants issued by the Company at the time the warrant is exercised at the price stipulated in the warrant agreement.  The maximum number of shares that can be issued under warrants issued by the Company are included in the weighted average number of shares used in determining diluted earnings per share.

  1. Significant management judgement in applying accounting policies and estimation uncertainty

There were no material judgements made by management in applying the accounting policies of the Group to these financial statements. 

The directors have considered going concern and the ability of the Group to meet its liabilities and commitments as they fall due by reviewing likely cashflows from the Group’s operations post year end in light of the risks described in note 17.  These cashflows are derived from the expected revenue streams from sales and marketing agreements signed with customers since the year end for the Langaroo application as well as sales, marketing and distribution agreements signed with customers during the period.  The directors consider that the Group will continue to produce positive cashflows over the next 12 months as it has done since the period end and therefore the going concern basis of preparing these consolidated financial statements appropriate.

  1. New or revised Standards or Interpretations

At the date of authorisation of these Consolidated Financial Statements, several new, but not yet effective, Standards and amendments to existing Standards, and Interpretations have been published by the IASB. None of these Standards or amendments to existing Standards have been adopted early by the Group.

Management anticipates that all relevant pronouncements will be adopted for the first period beginning on or after the effective date of the pronouncement. New Standards, amendments and Interpretations not adopted in the current year have not been disclosed as they are not expected to have a material impact on the Group’s consolidated financial statements.

  1. Administration expenses

Administration expenses comprise:

Director remuneration (see Note 15) 299,140
Other wages and staff costs 40,385
Legal and professional fees 132,709
Advertising and marketing 116,379
Audit and accounting 24,200
Other operating expenses 67,578
  1. Taxation

The Company is taxed at the company standard rate of 0% under the Income Tax (Zero Ten) (Guernsey) Law, 2007. The subsidiary is taxed at the UK small companies rate and has nil taxable profits or liability. 

  1. Earnings per share

Earnings per share, both the basic and diluted earnings per share, have been calculated using the profit attributable to shareholders of the Company as the numerator, ie no adjustments to profit were necessary. The reconciliation of the weighted average number of shares for the purposes of diluted earnings per share to the weighted average number of ordinary shares used in the calculation of basic earnings per share is as follows:

Weighted average number of shares used in basic earnings per share 88,236,426
Weighted average number of warrants issued 3,882,433
Weighted average number of shares used in diluted earnings per share 92,118,859
  1. Interests in subsidiaries

On 22 March 2023, the Company acquired the entire share capital of Inteliqo Marketing Limited which is registered in England and Wales.  The acquisition was made to support the Company’s treasury function and the principal activity of Inteliqo Marketing Limited is to hold bank accounts and collect and pay out the proceeds of transactions on behalf of the Company and it does not operate in its own right.  As the company does not meet the criteria as set out in IFRS 3 to be defined as a business the purchase has been recognised in these accounts as an asset acquisition and the acquisition cost of $1,209 has been allocated to the assets categories of the subsidiary as at 31 March 2023.

  1. Office equipment
Additions 2,831
Depreciation during the period (465)
Net book value at 31 March 2023 2,366
  1. Trade and other receivables
Unpaid share capital 1,234
Prepayments and other receivables 31,636
  1. Cash and cash equivalents
USD 9,608
GBP 179,554
  1. Trade and other payables
Trade payables 45,880
Tax and social security 24,509
Accruals and other payables 24,199

Trade payables at 31 March 2023 include USD45,781 denominated in foreign currencies.

  1. Share capital and share premium

The issued share capital of the Company comprises 112,500,000 ordinary shares with par value GBP0.0001 with a historic USD nominal value of $14,188 and share premium of $799,889 of which $1,234 was unpaid as at 31 March 2023.  An additional 25,000,000 ordinary shares with par value GBP0.0001 are authorised but unissued bringing the total number of authorised ordinary shares to 132,500,000.  All ordinary shares are equally eligible to receive dividends and the repayment of capital and represent one vote at shareholder meetings of the Company.

The Company has issued warrants over 4,972,500 ordinary shares, 2,250,000 of which can be exercised at any time up to 5 August 2027 and 2,722,500 can be exercised at any time up to 5 August 2027 on the issue of new shares.  Any shares issued under the warrants will form part of the 25,000,000 authorised but unissued share capital.

Transaction costs of $191,483 have been accounted for as a deduction from share premium.

  1. Commitments under operating leases

The Group rents an office under an operating lease on a three month rolling basis with a one month notice period.  The minimum lease commitment at the period end is GBP1,950.

  1. Related party transactions

Key management of the Group are the executive and non-executive directors. Key management personnel remuneration includes the following expenses:

Short-term employee benefits 61,136
Director fees 24,073
Salaries including bonuses 201,648
Social security costs 12,283
Total remuneration 299,140

During the period the Group entered into transactions with a value of $51,569 with HK4 Limited, a company in which a director, Michael Hill, is a shareholder and director, for management consultancy services.  The balance with HK4 Limited at 31 March 2023 was nil.

HKML Limited, a company owned by a director, Michael Hill, holds shares in the Company.  HKML Limited has also entered into a revenue share agreement with the Company since the period end.

During the period the Company paid a deposit to a 3rd party for a property rented by the Company which forms part of the short term employee benefits noted above.  At 31 March 2023 the balance of the deposit was £8,850.

Devon Beaver Holdings Limited and Exe 6 Holdings Limited are companies in which an employee, Charles Stead, is a shareholder and they hold 1,200,000 and 5,062,500 ordinary shares respectively in the Company.

  1. Financial instrument risk

Risk management objectives and policies

The Group’s risk management is coordinated in close cooperation with the board of directors and focuses on actively securing the Group’s short to medium-term cash flows.  The Group does not actively engage in the trading of financial assets for speculative purposes.

The Group is exposed to foreign exchange, credit and liquidity risks in relation to its financial instruments, bank balances and trade and other receivables and payables.

The Group manages its foreign exchange exposure to bank balances by matching those balances to the currencies and amounts of future liabilities.

The Group manages credit and liquidity risk by deducting payment for services from the proceeds of its clients sales.  The Group works with its customers to ensure   payment for physical goods and services is received prior to or on delivery through advance payment and utilisation of letters of credit.

Foreign currency sensitivity

Most of the Group’s sales transactions are carried out in USD and most of the Group’s expenses are in GBP.  To mitigate the Group’s exposure to foreign currency risk during the period to 31 March 2023, GBP bank balances derived from share issue proceeds were held to match the GBP liabilities of the Group as they arose and currently no further hedging activity is undertaken.  The directors are considering hedging the anticipated GBP expenses in future periods.

Foreign currency denominated financial assets and liabilities which expose the Group to currency risk at 31 March 2023 were GBP bank balances of USD179,554, GBP receivables of USD32,771 and GBP payables of USD94,588 as reported to key management translated into USD at the closing rate.

Had the USD/GBP exchange rate changed by plus or minus 25% (based on the average market volatility in the previous year) and ‘all other things being equal’ then due to the matching noted above the impact on the profit for the period and equity would have been minimal.  The impact on profit for the period and equity from changes in the carrying value of financial assets and liabilities would be plus or minus $29,434.

  1. Capital management policies and procedures

The Group’s capital management objectives are to ensure the Group’s ability to continue as a going concern and to provide an adequate return to shareholders by pricing services in a way that reflects the level of risk involved in providing those goods and services.

The Group has carried out an assessment of the ability of the Group to continue as a going concern as set out in note 3.

Management assesses the Group’s capital requirements in order to maintain an efficient overall financing structure.  The Group manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders or, issue new shares.

  1. Ultimate controlling party

The ultimate controlling party of the Company is Khaleel Alawadi.

  1. Post balance sheet events

There are no events after the reporting date which require amendment to or disclosure in these financial statements.

  1. Approval of Financial Statements

These consolidated financial statements were approved by the board of directors and authorised for issue on 4 August 2023.