DJ Anemoi International Ltd: Final Results For Year Ended 31 December 2025
Anemoi International Ltd (AMOI)
Anemoi International Ltd: Final Results For Year Ended 31 December 2025
30-Apr-2026 / 22:39 GMT/BST
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Anemoi International Ltd
Anemoi International Ltd
(Reuters: AMOI.L, Bloomberg: AMOI:LN)
("Anemoi" or the "Company")
Final Results For Year Ended 31 December 2025
The information set out below is extracted from the Company's Report and Accounts for the year ended 31 December 2025,
which will shortly be published on the Company's website. A copy will also be 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 2025.
2025 HIGHLIGHTS
Group Results 2025 versus 2024
. Group Operating Loss for the year GBP(0.6)m vs GBP(0.5)m
. Group Loss before taxation for the year GBP(0.7)m vs GBP(0.5)m
. Group Earnings Per Share (basic and diluted)*^1 GBP(0.00) vs GBP(0.00)
. Book value per share*^2 GBP0.02 vs GBP0.02
. Net Cash GBP0.4m vs GBP0.9m
*^1 based on weighted average number of shares in issue of 157,041,665 (2024:
157,041,665)
*^2 based on actual number of shares in issue as at 31 December 2025 of
157,041,665 (2024: 157,041,665)
2025 HIGHLIGHTS
-- Appointment of Canaccord Genuity as Sponsor and Lead Book Runner to the Trasna RTO announced 28 April2026
-- 2025 also marked a major shift in id4 strategy which is now focused on collaborative sales with a majorconsulting company with over 90,000 consultants and 50,000 clients Worldwide, and systems integrators such asAzilen and and Zigram and Pension Platform provider Opsio.
-- Id4 order inquiry, as at the time of writing, has now surpassed GBP750K which bodes well for the future.
CHAIRMAN'S STATEMENT
2025 was clearly a year of multiple changes, which included the announcement of the RTO with Trasna, and the repositioning of id4.
The search for a suitable RTO candidate is never easy but when eventually one finds one, as I believe we have with Trasna, there is an enormous sense of satisfaction. Now the real work begins to successfully complete the transaction.
I would like to also emphasise the turnaround underway at id4. The Board and I have never doubted the merits of the software developed by the id4 Team, frustratingly, however, they were initially unsuccessful at converting that promise into meaningful sales but with order inquiries in excess of GBP750K through Q1 2026 the Company is experiencing its Phoenix rebirth…let's hope that they can now turn the inquiries into sales!
Anemoi's journey since going public has been nothing short of bumpy. The Anemoi, the Greek Gods of Wind, was originally formed with the idea of identifying a renewable power business, which it successfully did. Agreement was reached to acquire Europe's largest onshore wind Farm project in Ukraine. Unfortunately, the 450 MW project happened to be in the Crimea and was subsequently (forcibly!) acquired by the invading Russian army. As a result of the Ukraine war and the loss of the target asset, the Board undertook the acquisition of id4, which is how we got to where we are today. Ss stated, a bumpy ride but one that now has a real chance of success thanks to the improving outlook at id4 and the proposed RTO transaction with Trasna.
The Board and I are grateful for the commitment of the Company's Management and Staff and to shareholder's who now have a real chance to benefit from the Board's perseverance with id4 and the announced Trasna RTO.
Duncan Soukup
Chairman
30 April 2026
DIRECTORS' REPORT
The Directors present their report and the audited financial statements for the period ended 31 December 2025.
BUSINESS REVIEW AND PRINCIPAL ACTIVITIES
Anemoi International Ltd (the "Company") is a British Virgin Island ("BVI") International business company ("IBC"), incorporated and registered in the BVI on 6 May 2020.
Id4 AG was formed as part of the merger of the former id4 AG ("id4") with and into its parent, Apeiron Holdings AG on 14 September 2021. Id4 was incorporated and registered in the Canton of Lucerne in Switzerland in April 2019 whilst Apeiron Holdings AG was incorporated and registered in December 2018. Following the merger, Apeiron Holdings AG was renamed id4 AG.
Anemoi is the holding company of wholly owned subsidiary id4, an award-winning software company for the financial services industry.
id4 is a Swiss RegTech company that provides digital solutions to small and medium-size Financial Institutions (FIs) to support their digital transformation and their regulatory compliance requirements in Anti Money Laundering (AML), Know Your Customer (KYC) and tax regulations. id4 is a SaaS company specialized in the provision of digital CLM solutions for financial and nonfinancial institutions. id4's solutions help institutions to onboard clients digitally in an increasingly complex regulatory environment, whilst aiming to deliver a client user-friendly experience. id4's software is intended for use by small and medium sized regulated financial intermediaries, such as brokers, IFAs, independent asset managers, private banks, business process outsourcers, insurance companies, law firms and trust companies.
DIRECTORS AND DIRECTORS' INTERESTS
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:
Name
Date Appointed Date Resigned Shares held
Executive Director
C Duncan Soukup 6 May 2020 8,325,142
R Emanuel 4 July 2025 26 January 2026 -
Non-Executive Directors
Luca Tomasi 5 July 2021 -
Kenneth Morgan 24 May 2022 -
T Donell 21 October 2022 -
Company Secretary Charles Duncan Soukup
Registered Agent Folio Trust Limited, Folio Chambers, PO Box 800,Road Town, Tortola, British Virgin Islands
Registered Office Folio Chambers, PO Box 800, Road Town, Tortola, British Virgin Islands
Auditor RPG Crouch Chapman LLP, 40 Gracechurch Street, London EC3V 0BT
SUBSTANTIAL SHAREHOLDINGS
As of 31 December 2025, the Company had been advised of the following substantial shareholders
Holding %
Thalassa Holdings 64,029,472 40.77%
Lars Kling 20,000,000 12.74%
Hargreaves Lansdown 9,072,189 5.78%
Duncan Soukup 8,325,142 5.30%
THAL Discretionary Trust* 6,156,033 3.92%
Sébastien Lalande 5,339,417 3.40%
Emmanuel Nay 5,339,417 3.40%
Interactive Investor 5,274,452 3.36%
Other 33,505,543 30.47%
Total number of shares in issue 157,041,665 100%
* C.Duncan Soukup is a trustee of THAL Discretionary Trust
SHARE BUY-BACK
There were no share buy backs during the year ended 31 December 2025, nor for the year ended 31 December 2024.
DONATIONS
The Company made no political donations during the year ended 31 December 2025 (2024: nil).
RELATED PARTY TRANSACTIONS
Details of all related party transactions are set out in note 18 to the financial statements.
OPERATIONAL RISKS
The directors recognise that commercial activities invariably involve an element of risk. A number of the risks to which the business is exposed, such as the condition of the UK and Swiss domestic economies in relation to asset management and investment in systems, are beyond the Company's influence. However, such risk areas are monitored and appropriate mitigating action, such as reviewing the substance and timing of the Company's operational plans, is taken wherever practicable in response to significant changes. The directors consider the risk areas the Company is exposed to in the light of prevailing economic conditions and the risk areas set out in this section are subject to review.
In relation to asset management, the Company's approach to risk reflects the Company's granular business model and position in the market and involves the expertise of its directors, management and third-party advisers. Operational progress and key investment and disposal decisions are considered in regular management team meetings as well as being subject to informal peer review.
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DJ Anemoi International Ltd: Final Results For Year Ended 31 December 2025 -2-
Higher level risks and financial exposures are subject to constant monitoring. Major investment and disposal decisions are subject to review by the directors in accordance with a protocol set by the Board.
The Company is dependent upon the Directors, and in particular, Mr C. Duncan Soukup, who serves as the Chairman, to identify potential acquisition opportunities and to execute any acquisition. The unexpected loss of the services of Mr Soukup or the other Directors could have a material adverse effect on the Company's ability to identify potential acquisition opportunities and to execute an acquisition.
The Company may invest in or acquire unquoted companies, joint ventures or projects which, amongst other things, may be leveraged, have limited operating histories, have limited financial resources or may require additional capital.
FINANCIAL RISKS
Details of the financial instrument risks and strategy of the Company are set out in note 19.
RISKS AND UNCERTAINTIES
A summary of the key risks and mitigation strategies is below:
Rank Risk Mitigation
Portfolio Diversification: Our investment
strategy emphasizes diversification
across sectors, asset classes, and
geographies
Recent geopolitical tensions and shifts in trade policy,
particularly between major economies, have increased
uncertainty around global trade flows. Changes in trade Engagement with Portfolio Companies:
policies, including the imposition of tariffs or trade Where applicable, we engage with the
restrictions between major economies, can influence market management of key portfolio companies to
1. volatility, affect corporate earnings, and shift global capital assess their exposure to tariffs and
flows. These developments may lead to reduced investment their mitigation plans
returns or increased risk across certain asset classes or
geographies. Also, capital markets activity and raising new
money are affected.
Dynamic Asset Allocation: Retain the
flexibility to adjust exposures in
response to material trade-related risks,
including reweighting positions in
sectors or regions disproportionately
affected by tariff changes.
Insufficient cash resources to meet liabilities, continue as a Short term and annual business plans are
2. going concern and finance key projects. prepared and are reviewed on an ongoing
basis.
Regular review of both the Board's and
Loss of key management/staff resulting in failure to identify key management's abilities. Review of
3. and secure potential investment opportunities and meet salaries and benefits including long term
contractual requirements. incentives and ongoing communication with
key individuals.
Failure to maintain strong and effective relations with key The Board and senior management seek to
4. stakeholders in investments resulting in loss of contracts or establish and maintain an open and
value. transparent dialogue with key
stakeholders.
Key management are professionally
Failure to comply with law and regulations in the jurisdictions qualified. In addition, the Company
5. in which we operate. appoints relevant professional advisers
(legal, tax, accounting etc) in the
jurisdictions in which we operate.
The Group is currently poised to take
advantage of disruption to the global
economy with a low-cost base and
Significant changes in the political environment, including the flexibility to scale up as and when the
impact of the conflict in Ukraine, Gaza and rising tensions economy recovers.
6. again in the Middle East, results in loss of resources/market
and/or business failure / volatility in international tariffs,
International trade and the war in Iran.
Increased focus on compliance within the
financial investment world will benefit
the company long term.
DIRECTORS' RESPONSIBILITIES
The Directors have elected to prepare the financial statements for the Company in accordance with UK Adopted International Accounting Standards ("IFRS").
The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company, for safeguarding the assets and for taking reasonable steps for the prevention and detection of fraud and other irregularities.
International Accounting Standard 1 requires that financial statements present fairly for each financial period the Company's financial position, financial performance and cash flows. This requires the faithful representation of the effects of transactions, other events and conditions in accordance with the definitions and recognition criteria 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 all circumstances, a fair presentation will be achieved 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 accounting policies;
-- present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
-- provide additional disclosures when compliance with the specific requirements in UK adopted IFRSs isinsufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; 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 that they ought to have taken to make themselves aware of any information needed by the Company's auditors for the purposes of their audit and to establish that the auditors are aware of that information. The Directors are not aware of any relevant audit information of which the auditors are unaware.
The financial statements are published on the Group's website. The maintenance and integrity of the Group's website is the responsibility of the Directors. The Directors' responsibility also extends to the ongoing integrity of the financial statements contained therein.
RESPONSIBILITY STATEMENT
We confirm that to the best of our knowledge:
-- The financial statements, prepared in accordance with the Relevant Financial Reporting Framework, give atrue and fair view of the assets, liabilities, financial position and profit or loss of the Company and theundertakings included in the consolidation taken as a whole;
-- The strategic report/directors report includes a fair review of the development and performance of thebusiness and the position of the Company, and the undertakings included in the consolidation taken as a whole,together with a description of the principal risks and uncertainties that they face; and
-- The Annual Report and financial statements, taken as a whole, are fair, balanced and understandable andprovide the information necessary for shareholders to assess the Group's position and performance, business modeland strategy.
AGM
The Annual General Meeting will be notified in due course.
AUDITORS
A resolution to confirm the appointment of RPG Crouch Chapman as the Company's auditors will be submitted to the shareholders at the Annual General Meeting.
Approved by the Board and signed on its behalf by
C.Duncan Soukup
Chairman
30 April 2026
CORPORATE GOVERNANCE STATEMENT
Anemoi International Ltd ("Anemoi" or the "Company") is a company registered on the Main Market of the London Stock Exchange.
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The Company is subject to, and complies with, the relevant Financial Conduct Authority's ("FCA") Listing Rules ("Listing Rules"), the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.
On 17 December 2021 the Company confirmed its shares were re-admitted to trading on the London Stock Exchange's main market. The Board recognises the importance and value for the Company and its shareholders of good corporate governance. The Company Statement on Corporate Governance is in full below.
Board Overview
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 (the Corporate Governance Code for Small and Mid-Sized Quoted Companies 2018 published by the Quoted Companies Alliance) so far as is practicable and to the extent they consider appropriate with regards to the Company's size, stage of development and resources. The updated QCA Code 2023 applies to periods commencing on or after 1 April 2024 and allows a 12 month transition period. The directors are reviewing the revised principles and intend to align the Company's governance disclosures with the QCA Code 2023 within the permitted timeframe. However, given the modest size and simplicity of the Company, at present the Board of Directors do not consider it necessary to adopt the QCA code in its entirety but does apply the principles, as set 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.
Composition of the Board and Board Committees
As at the date of this report, the Board of Anemoi International Ltd comprises of one Executive Director and three Non-Executive Directors.
The Board notes that the roles of Executive Chairman and Company Secretary are combined in the person of C. Duncan Soukup. The Board considers this arrangement appropriate given the current scale of the Group's operations. The three independent non-executive directors review all related party transactions in which the Chairman has a personal interest; any such transaction requires the approval of the independent directors acting without the Chairman's participation. The Board will review this arrangement as the Group's activities develop.
Board Balance
The current Board membership provides a balance of industry and financial expertise which is well suited to the Group's activities. This will be monitored and adjusted to meet the Group's requirements. The Board is supported by the Audit 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 ensure that its membership has the skills and experience that it requires for its present and future business needs.
The Board has a procedure allowing Directors to seek independent professional advice in furtherance of their duties, at the Company's expense.
Re-election of Directors
In line with the QCA Code, all Directors are subject to re-election each year, subject to satisfactory performance.
Board and Committee Meetings
The Board meets sufficiently regularly to discharge its duties effectively with a formal schedule of matters specifically reserved for its decision.
Audit committee
During the financial period to 31 December 2025, the Audit Committee consisted of two directors with at least one being an independent Director.
The key functions of the audit committee are for monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported on and for reviewing reports from the Company's auditors relating to the Company's accounting and internal controls, in all cases having due regard to the interests of Shareholders. The Committee has formal terms of reference.
Significant financial reporting issues considered during FY2025:
(1) Carrying value of goodwill and intangibles: the committee reviewed the valuation methodology in accordance with IAS36 and conclusion surrounding the year-end balance (GBP2,640,961) - and the basis of fair value less cost of disposal being higher than the value-in-use basis. (2) Capitalisation of id4 AG development costs: the committee reviewed management's assessment of the IAS 38 capitalisation criteria and challenged the assumptions regarding technical feasibility and availability of resources in the context of the Group's going concern position. The committee is satisfied that the criteria for capitalisation are met and that the carrying value of GBP2,640,961 is supportable.
The Audit Committee has undertaken a robust challenge and review of management's going concern assessment, including the appropriateness of the forecast period, the underlying trading assumptions, liquidity headroom, covenant compliance, downside scenarios and mitigating actions available to the Group. Particular attention was given to the key estimates and judgements that have the greatest bearing on the assessment, including revenue growth, margin performance, working capital movements, capital expenditure, financing costs and the timing and effectiveness of controllable cost and cash management measures. The Audit Committee also considered the sensitivity of these assumptions to reasonably possible changes in market and operational conditions. Following this review, the Audit Committee has concluded the Group can continue as a going concern.
The auditor, RPG Crouch Chapman, was appointed on 19 April 2023. The firm has indicated its independence to the Board. At present, the Group does not have an internal audit function. However, the committee believes that management has been able to gain assurance as to the adequacy and effectiveness of internal controls and risk management procedures.
Remuneration Committee
During the financial period to 31 December 2025, the Remuneration Committee consisted of two directors with at least one being an independent Director. It is responsible for determining the remuneration and other benefits, including bonuses and share based payments, of the Executive Directors, and for reviewing and making recommendations on the Company's framework of executive remuneration. The Committee has formal terms of reference.
The remuneration committee is a committee of the Board. It is primarily responsible for making recommendations to the Board on the terms and conditions of service of the executive Directors, including their remuneration and grant of options.
ESG
The Group has not complied with the recommendations of the Taskforce for Climate-related Financial Disclosures ("TCFD"). The Board recognises the importance of climate-related matters and, as our main operating segment is a development stage business, intends to develop a plan to adopt the TCFD recommendations in full over the next few years. With reference to the four pillars of the TCFD recommendations, matters of governance, risk assessment, and strategy have already been covered elsewhere in this report, and the development of metrics and targets is under consideration.
TCFD Disclosure (comply or explain)
Governance: The Board has overall responsibility for climate-related risks. These are discussed at Board level as part of the broader risk management review.
Strategy: The Group's investment portfolio is primarily in UK-listed equities and early-stage technology. The Board does not consider climate change to present a material near-term risk to the current portfolio.
Risk Management: Climate-related risks are considered as part of the Group's general risk assessment process. A formalised climate risk framework is under development.
Metrics and Targets: The Group does not currently measure or report on Scope 1, 2, or 3 emissions. This is expected to be addressed as the Group develops its TCFD plan.
The Group intends to publish full TCFD-aligned disclosures no later than the FY2026 annual report.
Statement on Corporate Governance
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 of Anemoi's operations.
The Board considers it appropriate to adopt the principles of the Quoted Companies Alliance Corporate Governance Code ("the QCA Code") published in April 2018. The updated QCA Code 2023 applies to periods commencing on or after 1 April 2024 and allows a 12 month transition period. The directors are reviewing the revised principles and intend to align the Group's governance disclosures with the QCA Code 2023 within the permitted timeframe. The extent of compliance with the ten principles that comprise the 2018 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. Establish a strategy and business model which promote long-term value for shareholders
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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. The current strategy and business operations of the Company are set out in the Chairman's Statement on page 4. Shareholders and potential investors must realise that the objectives set out in that document are simply that; "objectives" and that the Company may without prior notification change these objectives based upon opportunities presented to the Board or market conditions.
The Group's strategy and business model and amendments thereto, are developed by the Executive Chairman and his senior management team, and approved by the Board. 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-term value for shareholders. In executing the Group's strategy, 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 astock collapses but fundamentals are unaffected) or where the Board identifies a special "off market" opportunity; 2. Finance/Technology: The Board seeks opportunities in the Tech/Semiconductor/FinTech sector.
The above outlined strategy is subject to change depending on the Board's findings and prevailing market conditions.
2. Seek to understand and meet shareholder needs and expectations
The Board believes that the Annual Report and Accounts, and the Interim Report published at the half-year, play an important part in presenting all shareholders with an assessment of the Group's position and prospects. All reports and press releases are published in the Investor Relations section of the Company's website.
3. Take into account wider stakeholder and social responsibilities and their implications for long-termsuccess
The Group is aware of its corporate social responsibilities and the need to maintain effective working relationships across 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's operations and working methodologies take account 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 endeavours to take account of feedback received from stakeholders, making amendments where appropriate and where such amendments are consistent with the Group's longer-term strategy.
The Group takes due account of any impact that its activities 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, considering both opportunities and threats, throughout the organisation
The Board is responsible for the systems of risk management 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 but not absolute assurance against material misstatement or loss. Through the activities of the Audit Committee, the effectiveness of these internal controls is reviewed annually.
A budgeting process is completed once a year and is reviewed and approved by the Board. The Group's results, compared with the budget, are reported to the Board on a regular basis.
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 new risks and opportunities presented to the Group, making recommendations to the Board and/or Audit Committee as appropriate.
The Board has an established Audit 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. Maintain the Board as a well-functioning, balanced team led by the Chair
The Board currently comprises three non-executive Directors, and an Executive Chairman. Directors' biographies are set out in the Board of Directors section of the Company's website.
All of the Directors are subject to election by shareholders at the first Annual General Meeting after their appointment to the Board and will continue to seek re-election every year.
The Board is responsible to the shareholders for the proper management of the Group and, in normal circumstances, meets at least four times a year to set the overall direction and strategy of the Group, to review operational and financial performance and to advise on management appointments.
The Board considers itself to be sufficiently independent. 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 at the year-end are regarded as independent under the QCA 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 have the necessary up-to-date experience, 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.
The Company has put in place an Audit Committee as well as a Remuneration Committee.
The Board regularly reviews the composition of the Board to ensure that it has the necessary breadth and depth of skills to support the on-going development of the Group.
The Chairman requires that the Directors' knowledge is kept up to date on key issues and developments pertaining to the Group, its operational environment and to the Directors' responsibilities as members of the Board. During the course of the year, Directors received updates from various external advisers on a number of regulatory and corporate governance matters.
Directors' service contracts or appointment letters make provision for a Director to seek personal advice in furtherance of his or her duties and responsibilities.
7. Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement
The Board's performance is measured by the success of the Company' s acquisitions and investments and the returns that they generate for shareholders and in comparison to peer group companies. This performance is presented in the Group's monthly management accounts and reported, discussed and reviewed with the Board regularly
8. Promote a corporate culture that is based on ethical values and behaviours
The Board seeks to maintain the highest standards of integrity and probity in 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.
The Group is committed to providing a safe environment for 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 the actions of the Board and management team. The Group has an anti-bribery policy and would report any instances of non-compliance to the Board. The Group has undertaken a review of its requirements under the General Data Protection Regulation, implementing appropriate policies, procedures and training to ensure it is compliant.
9. Maintain governance structures and processes that are fit for purpose and support good decision-making bythe Board
The Board has overall responsibility for promoting the success of the Group. The Chairman has day-to-day responsibility for 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.
There is a clear separation of the roles of Executive Chairman 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.
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The Chairman has overall responsibility for corporate governance matters in the Group but does not chair any of the Committees. The Chairman also has the responsibility for implementing strategy and managing the day-to-day business activities of 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, planning and reviewing the annual report and accounts and interim statements involving, where appropriate, the external auditors. The Committee also approves external auditor's fees and ensures the auditor's independence as well as focusing on compliance with legal requirements and accounting standards. It is also responsible for ensuring that an effective system of internal control is maintained. The ultimate responsibility for reviewing and approving the annual financial statements and interim statements remains with the Board. The Committee has formal terms of reference, which are set out in the Board of Directors section of the Company's website.
The Remuneration Committee, which meets as required, has responsibility for making recommendations to the Board on the compensation of senior executives and determining, within agreed terms of reference, the specific remuneration packages for each of the Directors. It also supervises the Company's share incentive schemes and sets performance conditions for share options granted under 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. Communicate how the Group is governed and is performing by maintaining a dialogue with shareholders andother relevant stakeholders
The Board believes that the Annual Report and Accounts, and the Interim Report published at the half-year, play an important part in presenting all shareholders with an assessment of the Group's position and prospects. The Annual 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.
The Group's financial reports and notices of General Meetings of the Company can be found in the Reports and Documents 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.Duncan Soukup
Chairman
30 April 2026
INDEPENDENT AUDITOR'S REPORT TO THE SHAREHOLDERS' OF ANEMOI INTERNATIONAL LTD
Opinion
We have audited the financial statements of Anemoi International Limited and its subsidiaries (the 'Group') for the year ended 31 December 2025 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 our opinion, the financial statements:
-- give a true and fair view of the state of the Group's affairs as at 31 December 2025 and of the Group'sloss for the year then ended;
-- have been properly prepared in accordance with IFRS.
Applicable law comprises the BVI Business Companies Act 2004 as the law of incorporation and the Financial Conduct Authority's UK Listing Rules as the listing obligations framework. The Companies Act 2006 does not apply to this Group. No separate parent company financial statements are required or presented; this report covers the consolidated financial statements only.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remain independent of the Group in accordance with the ethical requirements relevant to our audit in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with those requirements.
Material uncertainty related to going concern
We draw attention to the going concern note in the accounting policies, concerning the Company's ability to continue as a going concern.
The matters explained indicate that the Groups' going concern position is dependent on the anticipated pipeline on id4 AG materialising. Failing latter, the Group needs to raise further funds to meet its liabilities as they fall due for a period of 12 months from the date of this report.
These events or conditions along with the matters set forth in in the accounting policies indicate the existence of a material uncertainty which may cast significant doubt over the Company's ability to continue as a going concern.
Our opinion is not modified in respect of this matter.
Independent Auditors' Report to the members of Anemoi International Limited (continued)
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in 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.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the Group's ability to continue to adopt the going concern basis of accounting included the following procedures:
-- Obtaining management's cash flow forecasts and models for the period to at least 30 April 2027 andassessing the key underlying assumptions, including forecast levels of revenue, operating expenditure and theimpact of RTO proceedings.
-- Testing the mechanical integrity of the forecast model prepared by management, including reperformance ofthe cash flow build-up and agreement of opening cash positions to general ledger.
-- Reviewing documentation around the RTO and assessing scenarios if the RTO were not to proceed
-- Evaluating different sensitisation scenarios within the forecast model, including fixing the revenuegrowth rate at 5% per year, fixing margins at 40-50%, and considering minimum contractual agreed income each year
-- Reviewing post balance sheet performance alongside the anticipated orderbook and updates results
Based on the procedures performed, we identified that the conditions described above, in combination with the uncertainty over the timing and outcome of orders from ID4 AG, indicate that a material uncertainty exists that may cast significant doubt on the Group's ability to continue as a going concern. The financial statements do not include any adjustments that would result if the Group were unable to continue as a going concern. Our opinion is not modified in respect of this matter.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Our approach to the audit
In planning our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we looked at where the directors made subjective judgements, for example in respect of significant accounting estimates. As in all of our audits, we also addressed the risk of management override of internal controls, including evaluating 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 performed sufficient work to be able to issue an opinion 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.
Key audit matters
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 which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. The matter identified was addressed 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.
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DJ Anemoi International Ltd: Final Results For Year Ended 31 December 2025 -6-
Independent Auditors' Report to the members of Anemoi International Limited (continued)
Key audit matter How our work addressed this matter
Our work included:
Reviewing the impairment model and management's budgets and
forecasts for the group provided and checking that the net
present value is appropriate;
Testing the integrity of the cashflow model;
Challenging Management with regards to the assumptions used
Carrying value of goodwill and obtaining details to support the key assumptions;
The carrying value of goodwill for the Group stood at Sensitising the cash flows for key assumptions
GBP1.46m (2024: GBP1.46m) at the balance sheet date. This
relates to the acquisition of id4 AG in December 2021.
Reviewing minutes of board meetings held during the year and
subsequent to the year end;
An annual impairment review has been prepared by
management and no impairment is considered necessary for
the financial year.
Reviewing post year end performance for each entity and
comparing actual performance to managements assessments,
alongside considering non-financial subsequent events;
Given the subjectivity of estimates involved, we consider
the carrying value of goodwill to be a key audit matter.
Evaluating management's assessment of the recoverable amount
of goodwill in accordance with IAS 36, including both the
value-in-use model and the fair value less costs of disposal
Reviewed the information available for the fair value
measurement prepared under IFRS 13, including evaluating the
market-based approach of the external offer using the
appropriate level of fair value hierarchy
Compared the recoverable amount of the CGU's carrying value
and assessed whether any impairment was required.
Our work included:
Reviewing the recognition criteria under IAS 38;
Vouching a sample of costs to supporting documentation;
Capitalisation and carrying value of development costs
Recalculating costs where these have been allocated on a
The Group held GBP1.3m (2024: GBP1.4m) of development costs percentage basis; and
at the balance sheet date. This relates to the
development of software in id4 AG.
Assessing the IAS 36 impairment review, including the
value-in-use discounted cash flow model prepared by
Management have considered all criteria for management and evaluating the sensitivity of headroom to
capitalization to have been met and the Group had no new changes in key assumptions
capitalised development costs during the year.
Assessing the IAS 36 impairment review, including the
Given the subjectivity and number of estimates involved recoverable amount of the fair value less costs of disposal
in any such impairment assessment, we consider the to the overall CGU
capitalisation and carrying value of development costs to
be a key audit matter.
Making enquries of management regarding the current orderbook
outlook and reviewing post balance sheet advances and updates
on offer discussions to support the future outlook on the
value-in-use model
Independent Auditors' Report to the members of Anemoi International Limited (continued)
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole to be GBP47,600 and performance materiality as GBP35,700. Materiality was determined at 1.5% (2024: 1.5%) of gross assets at 31 December 2025 of GBP3,170,793. Gross assets are the most appropriate benchmark for Anemoi International Ltd, which is a holding company whose financial position is the principal metric used by users of the financial statements. The Group has development of software costs which are capitalised to the balance sheet alongside holding a significant goodwill balance.
Performance materiality is set at 75% of overall materiality, reflecting our assessment of the aggregation risk of undetected misstatements. The 75% rate, rather than a lower threshold, is supported by a continuing engagement with cumulative knowledge of the Group from FY2023 onwards; a stable balance sheet population of intangible assets and goodwill; a small transaction volume; and the absence of identified prior-period uncorrected misstatements above the clearly trivial threshold.
Component performance materiality
For the purposes of our Group audit opinion, we set component overall and performance materiality for each component of the Group, based on a percentage of Group performance materiality, dependent on a number of factors including our assessment of the risk of material misstatement of those components and the relative size of the component within the Group.
Component Component overall materiality (GBP) Component performance materiality (GBP) Anemoi International Ltd (parent company) 42,800 32,100 ID4 CLM (UK) Ltd 400 300 ID4 AG Specified procedures applied Specified procedures applied
For each component, the materiality set was lower than the overall group materiality. ID4 AG was subject to specified audit procedures over income and development costs, with materiality applied at the relevant Group level for those specific balances.
Reporting threshold
We agreed with the Audit Committee that we would report on all differences more than 5% of materiality relating to the Group financial statements. We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds, in particular any matters relating to related party transactions, fraud risk indicators, or compliance with the UK Listing Rules.
Independent Auditors' Report to the members of Anemoi International Limited (continued)
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. Our opinion on the 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 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.
Responsibilities of directors
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