Final Results and Publication of Annual Report

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 OCTOBER 2020

			Note			Year ended 31 October 2020   £	Year ended 31 October 2019   £
Revenue			5			154,649	-
Cost of sales						(143,268)	-
Gross profit						11,381	-
Administrative expenses			7			(1,367,162)	(487,791)
Transaction costs			12			(380,495)	-
Impairment of intangible assets			13			(2,400,931)	-
Losses on foreign exchange (net)						(2,926)	(35,630)
Operating loss						(4,140,133)	(523,421)
Finance income						13,852	19,813
Finance costs						(4,306)	-
Loss before taxation						(4,130,587)	(503,608)
Taxation			9			493,000	-
Loss attributable to equity holders of the Company						(3,637,587)	(503,608)
Other comprehensive income (as may be reclassified to profit and loss in subsequent periods, net of taxes):
Exchange difference on translating foreign operations						(7,619)	-
Comprehensive income attributable to equity holders of the Company						(3,645,206)	(503,608)
Loss per share basic and diluted (£)			10			(0.061)	(0.010)

 

Current and prior year amounts are all derived from continuing operations.

The accompanying notes form an integral part of these consolidated financial statements.

 

 

 

	CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 OCTOBER 2020
		Note			31 Oct 2020 £	31 Oct 2019 £
Assets
Non-current assets
Property, plant and equipment		11			204,684	-
Right of use assets		14			270,727	-
Intangible assets		13			-	-
Rental deposits					31,453	-
					506,864	-
Current assets
Trade receivables                                                                               15					7,799	-
Prepayments and other receivables					61,660	12,300
Tax receivable                                                                                      9					24,764	-
Cash and cash equivalents		16			1,827,379	3,703,592
Total current assets					1,921,602	3,715,892
Total assets					2,428,466	3,715,892
Equity and liabilities
Capital and reserves
Ordinary shares		20			647,607	518,394
Share premium					6,019,207	3,848,420
Foreign currency translation reserve		21			(7,619)	-
Accumulated losses					(4,795,471)	(1,157,884)
Total equity					1,863,724	3,208,930
Liabilities
Current liabilities
Trade payables                                                                                   17					155,468	-
Accruals and other payables                                                              18					136,573	218,151
Lease liabilities                                                                                   14					94,012	-
Amounts due to directors		19			-	288,811
Total current liabilities					386,053	506,962
Non-current liabilities
Lease liabilities		14			178,689	-
Total non-current liabilities					178,689	-
Total equity and liabilities					2,428,466	3,715,892

 

 

The accompanying notes form an integral part of these consolidated financial statements. The financial statements were approved and authorised for issue by the Board of Directors on 29 April 2021.

 

 

	CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 OCTOBER 2020
				Share capital	Share premium		Foreign currency translation reserve	Accumulated losses		Total equity
				£	£		£	£		£
Balance as at 31 October 2018				518,394	3,848,420		-	(654,276)		3,712,538
Total comprehensive loss for the year				-	-		-	(503,608)		(503,608)
Balance at 31 October 2019				518,394	3,848,420		-	(1,157,884)		3,208,930
Total comprehensive loss for the year				-	-		(7,619)	(3,637,587)		(3,645,206)
Issue of shares (Note 20)				129,213	2,170,787		-	-		2,300,000
Balance at 31 October 2020				647,607	6,019,207		(7,619)	(4,795,471)		1,863,724

 

 

  The accompanying notes form an integral part of these consolidated financial statements.

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 OCTOBER 2020 

		Year ended 31 October 2020 £			Year ended 31 October 2019 £
Cash flows from operating activities
Loss before taxation		(4,130,587)			(503,608)
Adjustment for:-
Depreciation charges		31,031			-
Amortisation charges		239,765			-
Impairment of intangible assets		2,400,931			-
Interest income		(13,852)			(19,813)
Loss on foreign exchange		16,623			35,630
Operating loss before working capital changes		(1,456,090)			(487,791)
(Increase)/decrease in receivables		(33,544)			3,408
Increase in payables		19,579			99,864
Decrease in amount owing to directors		(290,317)			-
Tax paid		(18,184)			-
Cash used in operations		(1,778,556)			(384,519)
Interest received		13,852			19,813
Net cash used in operating activities		(1,764,704)			(364,706)
Cash flows from investing activities
Cash acquired on purchase of subsidiary (Note 12)		111,073			-
Acquisition of plant and equipment		(194,244)
Net cash used in investing activities		(83,171)			-
Cash flows from financing activities
Repayment of lease liabilities		(22,637)			-
Net cash used in financing activities		(22,637)			-
Net decrease in cash and cash equivalents		(1,870,512)			(364,706)
Cash and cash equivalents at beginning of the year		3,703,592			4,103,928
Effect of exchange rates on cash and cash equivalents		(5,701)			(35,630)
Cash and cash equivalents at end of the year		1,827,379			3,703,592

 

 

Material non-cash transactions:

The Company's acquisition of Alchemist Codes was a non-cash transaction satisfied wholly by the issue of shares in the Company, as described in Note 12 below.

 

The accompanying notes form an integral part of these consolidated financial statements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

1.  GENERAL INFORMATION

AIQ Limited ("The Company") was incorporated and registered in The Cayman Islands as a public limited company on 11 October 2017 under the Companies Law (as revised) of The Cayman Islands, with the name AIQ Limited, and registered number 327983.

The Company's registered office is located at 5th Floor Genesis Building, Genesis Close, PO Box 446, Cayman Islands, KY1-1106.

On 20 March 2020, the Company completed the acquisition of the entire issued share capital of Alchemist Codes Sdn Bhd ("Alchemist Codes"), (together, the "Group"), a Malaysian incorporated information technology solutions developer focusing on the e-commerce sector.

The Company has a standard listing on the London Stock Exchange.

The consolidated financial statements include the financial statements of the Company and its controlled subsidiaries (the "Group") as follows:

Name	Place of incorporation	Registered address	Principal activity	Effective interest
				31.10.2020	31.10.2019
Alchemist Codes Sdn Bhd	Malaysia	2-9, Jalan Puteri 4/8, Bandar Puteri, 47100 Puchong, Selangor Darul Ehsan Malaysia	Design and development of software	100%	-
Alcodes International Limited*	Hong Kong	20/F One Pacific Centre, 414 Kwun Tong Road Kwun Tong, Hong Kong	Software and app development	100%	-

              * Held by Alchemist Codes Sdn Bhd.

2.  PRINCIPAL ACTIVITIES

The principal activity of the Company is to seek acquisition opportunities and to act as a holding company for a group of subsidiaries that are involved in the e-commerce sector.

The Company completed the acquisition of Alchemist Codes, as noted above and more fully described in Note 12 below, during the year. Alchemist Codes' principal activities comprise designing and developing information technology solutions for clients and the development of its own e-commerce solution.

3.  ACCOUNTING POLICIES

a) Basis of preparation

The financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the EU ("IFRS") issued by the International Accounting Standards Board ("IASB"), including related interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC").

 

As permitted by Companies Law (as revised) of The Cayman Islands only the consolidated financial statements are presented.

 

The financial statements are presented in Pound Sterling ("GBP") which is the presentational currency of the Company. All values are rounded to the nearest pound, except where otherwise indicated.

 

The results for 31 October 2020 are prepared for a 12-month period and include the subsidiaries from acquisition and or incorporation. Therefore, the comparative information which relates to the Company only is not entirely comparable.

 

New interpretations and revised standards effective for the year ended 31 October 2020

The accounting policies adopted are consistent with those of the previous financial year except for the following new and amended standards and interpretations during the year that are applicable to the Group.

 

Other Standards

The Group has adopted the following new standards and interpretations in accordance with the relevant transitional provisions which became effective on 1 January 2019:

 

-       IFRS 16 'Leases'.

-       IFRIC 23 'Uncertainty over income tax treatments'.

 

With the exception of IFRS 16 the adoption of these standards has not had a material impact on the financial statements.

 

IFRS 16 Leases

IFRS 16 is effective from 1 November 2019 and supersedes IAS 17 Leases. The standard eliminates the classification of leases as either operating or finance leases and introduces a single accounting model for all leases, except for short-term leases and leases of low value assets. Lessees are required to recognise a right-of-use asset and related lease liability for their operating leases and show depreciation of leased assets and interest on lease liabilities separately in the statement of comprehensive income. The standard sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to recognise substantially all leases on the statement of financial position.

 

The Group adopted IFRS 16 effective 1 November 2019 using the modified retrospective method of adoption. Under this method, the standard is applied retrospectively with the cumulative effect of initially applying the standard recognised at the date of initial application as an adjustment to the opening balance of retained earnings. Accordingly, prior year financial information has not been restated and will continue to be reported under IAS 17 Leases. The right-of-use asset and lease liability have initially been measured at the present value of remaining lease payments, with the right-of-use asset being subject to certain adjustments.

 

Impact of adoption

The adoption of the standard has impacted on the Group in relation to a lease which was entered into in August 2020. Prior to this date, the Group had no long-term leases and accordingly, no adjustments have been recognised in the Statement of Financial Position at 1 November 2019.

The determination of whether an arrangement is, or contains, a lease is based on the substance of the arrangement at inception date: whether fulfilment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right to use the asset.

All leases are accounted for by recognising a right of use asset and a lease liability except for:

•      leases of low value assets; and

 •     leases with a duration of 12 months or less.

Identifying leases

The Group accounts for a contract, or a portion of a contract, as a lease when it conveys the right to use an asset for a period of time in exchange for consideration. Leases are those contracts that satisfy the following criteria:

 •     there is an identified asset;

•      the Group obtains substantially all the economic benefits from use of the asset; and

•      the Group has the right to direct use of the asset. 

The Group considers whether the supplier has substantive substitution rights. If the supplier does have those rights, the contract is not identified as giving rise to a lease.

In determining whether the Group obtains substantially all the economic benefits that arise from use of the asset, the Group considers only the economic benefits that arise from use of the asset, not those incidental to legal ownership or other potential benefits.

In determining whether the Group has the right to direct use of the asset, the Directors consider whether the Group directs how and for what purpose the asset is used throughout the period of use. If there are no significant decisions to be made because they are pre-determined due to the nature of the asset, the Directors consider whether the Group was involved in the design of the asset in a way that predetermines how and for what purpose the asset will be used throughout the period of use. If the contract or portion of a contract does not satisfy these criteria, the Group applies other applicable IFRSs rather than IFRS 16 "Leases".

Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily determinable, in which case the Group's incremental borrowing rate on commencement of the lease is used, which the Directors have assessed to be 6%.

Variable lease payments are only included in the measurement of the lease liability if they depend on an index or rate.  In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term.  Other variable lease payments are expensed in the period to which they relate.

On initial recognition, the carrying value of the lease liability also includes:

•      amounts expected to be payable under any residual value guarantee;

•      the exercise price of any purchase option granted in favour of the Group if it is reasonably certain to assess that option; and

•      any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of termination option being exercised.

Right of use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and increased for:

•      lease payments made at or before commencement of the lease;

•      initial direct costs incurred; and

•      the amount of any provision recognised where the Group is contractually required to dismantle, remove or restore the leased asset.

Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. Right of use assets are amortised on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the lease term.

When the Group revises its estimate of the term of any lease (because, for example, it re-assesses the probability of a lessee extension or termination option being exercised), it adjusts the carrying amount of the lease liability to reflect the payments to make over the revised term, which are discounted at the same discount rate that applied on lease commencement. The carrying value of lease liabilities is similarly revised when the variable element of future lease payments dependent on a rate or index is revised. In both cases an equivalent adjustment is made to the carrying value of the right-of-use asset, with the revised carrying amount being amortised over the remaining (revised) lease term.

Practical expedients have been applied for leases whose term ends within 12 months of the date of initial application. Such leases have been accounted for in the same way as short-term leases (i.e. expensed through profit or loss on a straight line basis).

If this expedient is applied, such leases would be accounted for in the same way as short-term leases (i.e. usually expensed through profit or loss on a straight line basis). This transitional expedient is independent of the short term lease recognition exemption. The recognition exemption must be applied consistently to leases of underlying assets in the same class whereas the transitional expedient can be applied on a lease-by-lease basis.

 

Standards and interpretations in issue but not yet effective

There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective in future accounting periods that the Group has decided not to adopt early.  The most significant of these are as follows:

·    IAS 1 Presentation of Financial Statements and IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors (Amendment - Definition of Material);

·    Revised Conceptual Framework for Financial Reporting

·      Amendments to IFRS 3 Definition of a Business

·      Amendments to IFRS 9, IAS 39 and IFRS 7 Interest Rate Benchmark Reform

·      Amendments to IFRS 16 COVID-19-Related Rent Concessions

·      Amendments to IAS 37 Onerous Contracts - Cost of Fulfilling a Contract

·      Amendments to IAS 16 Property, Plant and Equipment: Proceeds before Intended Use

·      Amendments to IFRS 3 Business Combinations (Amendment - Definition of Business); and Revised Conceptual Framework for Financial Reporting

 

The Directors does not anticipate the adoption of any of these standards issued by IASB, but not yet effective, to have a material impact on the financial statements of the Group.

 

b) Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and its subsidiaries made up to the end of the reporting period. Subsidiaries are entities over which the Group has control. The Group controls an investee if the Group has power over the investee, exposure to variable returns from the investee, and the ability to use its power to affect those variable returns.

 

The consolidated financial statements present the results of the Company and its subsidiaries as if they formed a single entity. Inter-company balances and transactions between Group companies are therefore eliminated in full. The financial information of subsidiaries is included in the Group's financial statements from the date that control commences until the date that control ceases.

 

On 20 March 2020, the Company completed a conditional share purchase agreement (the "SPA") with Alchemist Codes Sdn. Bhd ("Alchemist Codes'') for the acquisition by the Company of 100% of the issued share capital of Alchemist Codes (the "Transaction") which is more fully described in Note 12.

 

The acquisition of Alchemist Codes Sdn Bhd by the Company does not meet the definition of a reverse acquisition under IFRS 3 due to:

-      a greater proportion of share capital in the Group being held by shareholders of AIQ Limited, rather than pre-acquisition shareholders of Alchemist Codes;

-      AIQ Limited's shareholders have the ability to appoint or remove a majority of the members of the Board;

-      greater Board representation in the Group of the AIQ Limited Board of directors rather than pre-acquisition members of the Alchemist Codes' Board; and

-      the composition of the senior management of the Group consists mostly of AIQ Limited management.

 

The acquisition of Alchemist Codes has therefore been accounted for under the acquisition method.

 

Under the acquisition method, the results of Alchemist Codes are included from the date of acquisition. At the date of acquisition, the fair values of the net assets of Alchemist Codes have been determined and these values are reflected in the Consolidated Financial Statements. The cost of acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree, plus any costs directly attributable to the business combination. Any excess of the purchase consideration of the business combination over the fair value of the identifiable assets and liabilities acquired is recognised as goodwill. Goodwill, if any, is not amortised but reviewed for impairment at least annually. If the consideration is less than the fair value of assets and liabilities acquired, the difference is recognised directly in the statement of comprehensive income.

 

Acquisition-related costs are expensed as incurred.

 

In July 2020, the Company established a wholly-owned Hong Kong subsidiary, Alcodes International Limited.

 

c) Going concern

The financial statements are required to be prepared on the going concern basis unless it is inappropriate to do so.

 

The Group incurred losses of £3.6 million during the year and cash outflows of £1.9 million. As at 31 October 2020, the Group had net current assets of £1.5 million and cash of £1.8 million. The Group's cash position was approximately £1.1 million at the date of this report.

 

The Group meets its day-to-day working capital requirements through cash generated from the capital it raised on admission to the London Stock Exchange and, subsequent to the acquisition of Alchemist Codes, from the operations of its subsidiary.

 

COVID-19 has been identified as having a significant impact on the Group in the 2020 financial year due to the prolonged public lockdown in Malaysia. The Board has taken, and continues to take, a number of actions to protect operating cash flow in the short term. As a means of securing the Group's long-term future, the Board has initiated a strategic review to assess the viability of Alchemist Codes and to stem the losses of the business and reduce the cost base, whilst also seeking to evaluate its future. The Group's cash position gives sufficient headroom while the Board conducts this process, in which it will consider all options for the future of the business. The Group's assessment of the COVID-19 pandemic is detailed in the Operational Review above.

 

The Directors have prepared forecasts and projections for a period of at least 12 months from the date of approval of these financial statements, and have specifically performed a detailed review of those forecasts for the 15 months to July 2022. These reflect the expected trading performance of the Group on the basis of best estimates of management using current knowledge and expectations of trading performance. These forecasts and projections have also been stress tested to consider what the Directors believe to be a 'worst plausible case scenario'.

 

The Directors report that they have re-assessed the principal risks, reviewed current performance and forecasts, combined with expenditure commitments, including capital expenditure. The Group's forecasts demonstrate it will have sufficient cash reserves to enable it to meet its obligations as they fall due, for a period of at least 12 months from the date of signing of these financial statements.

 

These 'worst plausible case scenario' conditions indicate that a material uncertainty exists that may cast significant doubt on the Group's ability to continue as a going concern. This, in turn, has led Group management to undertake a strategic review of the Group's activities going forwards, which is due to be reported shortly. The unknown outcome of the strategic review, coupled with the uncertainty of future trading performance, give rise to a material uncertainty over the going concern status of the Group. The Directors consider the Group to be a going concern but have identified a material uncertainty in this regard.

 

d) Revenue

Revenue is recognised at an amount that reflects the consideration to which the entity expects to be entitled in exchange for transferring goods or services to a customer net of sales taxes and discounts. A performance obligation may be satisfied at a point in time or over time. The amount of revenue recognised is the amount allocated to the satisfied performance obligation.

 

(i)           Revenue from software sales

Revenue from sales of software application is recognised progressively over time based on milestones and customers' acceptance by using the output method.

 

(ii)        Revenue from maintenance and support contracts

The Group enters into annual fixed price support and maintenance services and managed services contracts with its customers. Revenues are recognised on a straight-line basis over the term of the contract.  This method best depicts the transfer of services to the customer as there is no reliable prediction that can be made as to if and when any individual customer will require the service.

 

(iii)         Revenue from merchant contracts

The Group earns commissions from merchants when transactions are completed on the OctaPLUS e-commerce platform. The commissions are generally determined as a percentage based on the value of merchandise being sold by the merchants. The variable consideration is estimated at contract inception and updated at the end of each reporting period if additional information becomes available. Revenue related to commissions is recognised based on the expected value when the performance obligation is satisfied.

 

e) Foreign currency transactions and translation

Functional and presentational currencies

 

The presentational currency of AIQ Limited is Pounds Sterling. The functional currency of the Company is also Pound Sterling. This is based on the principal currency of expenditure and the Company's equity raise, all being in Sterling.

 

The functional currency of Alchemist Codes Sdn Bhd is Malaysian Ringgit, being the currency in which the majority of the company's transactions are denominated.

 

The functional currency of Alcodes International Limited is the Hong Kong dollar.

In preparing the financial statements of the individual entities, transactions in currencies other than the entity's functional currency are recorded at the rate of exchange prevailing on the date of the transaction.

 

At the end of each financial year, monetary items denominated in foreign currencies are retranslated at the rates prevailing as of the end of the financial year. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

 

Exchange differences arising on the settlement of monetary items, and on retranslation of monetary items are included in profit or loss for the period. Exchange differences arising on the retranslation of non-monetary items carried at fair value are included in profit or loss for the period except for differences arising on the retranslation of non-monetary items in respect of which gains and losses are recognised directly in equity. For such non-monetary items, any exchange component of that gain or loss is also recognised directly in equity.

 

In order to satisfy the requirements of IAS 21 with respect to presentation currency, the consolidated financial statements have been translated into Pounds Sterling using the procedures outlined below:

 

•      Assets and liabilities where the functional currency is other than Pounds were translated into Pounds at the relevant closing rates of exchange;

•      non-Sterling trading results were translated into Pounds at the relevant average rates of exchange; and

•      differences arising from the retranslation of the opening net assets and the results for the period are recognised in other comprehensive income and taken to the foreign currency translation reserve.

 

f) Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses.

 

Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment.

 

Depreciation is charged to the income statement on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. The estimated useful lives are as follows:

 

Computers                                                                               5 years

Furniture and fittings                                                       10 years

Office equipment                                                             10 years

Renovations                                                                    10 years

 

Depreciation methods, useful lives and residual values are reviewed at each balance sheet date.

 

g) Intangible assets

With the exception of goodwill, intangible assets that are acquired by the Group are stated at cost less accumulated amortisation and accumulated impairment losses.

 

Goodwill

Goodwill represents the amount by which the fair value of the cost of a business combination exceeds the fair value of the net assets acquired. Goodwill is not amortised and is stated at cost less any accumulated impairment losses.

 

The recoverable amount of goodwill is tested for impairment annually or when events or changes in circumstance indicate that it might be impaired. Impairment charges are deducted from the carrying value and recognised immediately in the income statement. For the purpose of impairment testing, goodwill is allocated to each of the Group's cash generating units expected to benefit from the synergies of the combination. If the recoverable amount of the cash generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period. 

 

Acquisition-related intangible assets

Net assets acquired as part of a business combination includes an assessment of the fair value of separately identifiable acquisition-related intangible assets, in addition to other assets, liabilities and contingent liabilities purchased. These are amortised on a straight-line basis over their useful lives which are individually assessed. Useful lives are regularly reviewed.

 

The estimated useful lives of the Group's intangible assets are as follows:

 

·      OctaPLUS Platform    3 years                                                       

·      Messenger App          3 years

·      Software                     3 years

 

As more fully described in Note 13, each of these intangible assets were fully impaired.

 

h) Research and development expenditure

Research expenditure is recognised as an expense when it is incurred.

 

Development expenditure is recognised as an expense except that costs incurred on development projects are capitalised as long-term assets to the extent that such expenditure is expected to generate future economic benefits. Development expenditure is capitalised if, and only if an entity can demonstrate all of the following:-

 

(i)     its ability to measure reliably the expenditure attributable to the asset under development;

(ii)    the product or process is technically and commercially feasible;

(iii)   its future economic benefits are probable;

(iv)   its ability to use or sell the developed asset; and

(v)    the availability of adequate technical, financial and other resources to complete the asset under development.

 

Capitalised development expenditure is measured at cost less accumulated amortisation and impairment losses, if any. Development expenditure initially recognised as an expense is not recognised as assets in subsequent periods.

 

i) Impairment of financial assets 

IFRS 9 "Financial Instruments" requires an expected credit loss model as opposed to an incurred credit loss model under IAS 39 "Financial Instruments: Recognition and Measurement". The expected credit loss (ECL) model requires the Group to account for expected credit losses and changes in those expected credit losses at each reporting date to reflect changes in credit risk since initial recognition of the financial assets. The credit event does not have to occur before credit losses are recognised. IFRS 9 "Financial Instruments" allows for a simplified approach for measuring the loss allowance at an amount equal to lifetime expected credit losses for trade receivables and contract assets.

 

The Group has one type of financial asset subject to the expected credit loss model: trade receivables.

The Group recognises a loss allowance for expected credit losses on trade receivables. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.

 

The expected credit losses are estimated using a provision based on the Group's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate.

 

As the Group is at an early stage, it does not have significant amounts of historic information on credit losses. Accordingly, only specific provisions have been made.

 

The Group considers a financial asset in default when contractual payments are between 30 to 180 days past due. However, in certain cases, the Group may also consider a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group.  A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.

 

j) Impairment of non-financial assets 

At each reporting date, the Directors assess whether indications exist that an asset may be impaired. If indications do exist, or when annual impairment testing for an asset is required, the Directors estimate the asset's recoverable amount. An asset's recoverable amount is the higher of an asset's or cash-generating unit's fair value less costs to sell and its value-in-use, and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the Directors consider the asset impaired and write the subject asset down to its recoverable amount. In assessing value-in-use, the Directors discount the estimated future cash flows to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs to sell, the Directors consider recent market transactions, if available. If no such transactions can be identified, the Directors utilise an appropriate valuation model.

 

When applicable, the Group recognises impairment losses of continuing operations in the "Statements of Profit or Loss and Other Comprehensive Income" in those expense categories consistent with the function of the impaired asset.

 

k) Right of use assets

A right of use asset is recognised at the commencement date of a lease. The right of use asset is measured at cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the commencement date net of any lease incentives received, any initial direct costs incurred, and an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and restoring the site or asset. 

 

Right of use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of the asset, whichever is the shorter. Right of use assets are subject to impairment or adjusted for any re-measurement of lease liabilities.  

 

The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss as incurred.

 

l) Leases

The Group has adopted IFRS 16 which became effective on 1 January 2019. The standard replaces IAS 17 'Leases' and for lessees eliminates the classifications of operating leases and finance leases. Except for short-term leases and leases of low-value assets, right of use assets and corresponding lease liabilities are recognised in the statement of financial position. Straight-line operating lease expense recognition is replaced with a depreciation charge for the right-of-use assets (included in operating costs) and an interest expense on the recognised lease liabilities (included in finance costs).

 

m) Financial instruments

Financial assets and financial liabilities are recognised in the Consolidated Statement of Financial Position when the Company becomes a party to the contractual provisions of the instruments. Financial assets and financial liabilities are initially measured at fair value.

 

Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition.

 

Non-derivative financial instruments

 

Non-derivative financial instruments comprise trade and other receivables, cash and cash equivalents, and trade and other payables.

 

Trade and other receivables

 

Trade and other receivables are recognised initially at fair value.  Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses.

 

Trade and other payables

 

Trade and other payables are recognised initially at fair value.  Subsequent to initial recognition they are measured at amortised cost using the effective interest method.

 

Cash and cash equivalents

 

Cash and cash equivalents comprise cash balances and call deposits.

 

n) Financial assets

(i)  Initial recognition and measurement

 

The Company classifies its existing financial assets as financial assets carried at amortised cost. The classification depends on the nature of the assets and the purpose for which the assets were acquired. Management determines the classification of its financial assets at initial recognition and this designation at every reporting date. 

 

Financial assets carried at amortised cost

 

Financial assets carried at amortised cost are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are presented as current assets, except for those expected to be realised later than twelve months after the reporting date which are classified as non-current assets. They include cash and bank balances, and a rental deposit. 

 

Subsequent to initial recognition, these assets are measured at amortised cost using the effective interest rate method, less impairment.

 

Impairment of financial assets is considered using a forward-looking expected credit loss (ECL) review.

 

(ii)  De-recognition

 

Financial assets are de-recognised when the contractual rights to receive cash flows from the financial assets have expired or have been transferred and the Company has transferred substantially all the risks and rewards of ownership. On de-recognition of a financial asset in its entirety, the difference between the carrying amount and the sum of the consideration received and any cumulative gain or loss that had been recognised in other comprehensive income is recognised in profit or loss.

 

o) Financial liabilities

The Company's financial liabilities include trade and other payables and accruals. Financial liabilities are recognised when the Company becomes a party to the contractual provision of the instrument. All financial liabilities are recognised initially at their fair value, net of transaction costs, and subsequently measured at amortised cost, using the effective interest method, unless the effect of discounting would be insignificant, in which case they are stated at cost.

 

The Company derecognises financial liabilities when, and only when, the Company's obligations are discharged, cancelled or they expire.

 

p) Share capital

Proceeds from issuance of ordinary shares are classified as equity. Amounts in excess of the nominal value of the shares issued are recognised as share premium.

 

Transaction costs that are directly attributable to the issue of share capital are deducted from share premium.

 

q) Taxation

Current tax

Current tax is the expected amount of income taxes payable in respect of the taxable profit for the reporting period and is measured using the tax rates that have been enacted or substantively enacted at the end of the reporting period, and any adjustment to tax payable in respect of previous financial years.

 

Deferred tax

Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Group's Financial Statements. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the reporting date and expected to apply when the related deferred tax is realised or the deferred liability is settled.

 

Deferred tax assets are recognised to the extent that it is probable that the future taxable profit will be available against which the temporary differences can be utilised.

 

r) Cash and cash equivalents

Cash and cash equivalents include cash in hand, demand deposits and other short-term highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

 

s) Finance income and expense

Finance income comprises interest receivable on funds invested.

 

Interest income and interest payable is recognised in profit or loss as it accrues, using the effective interest method. 

 

t) Employee benefits

Short-term benefits

Short-term employee benefit obligations; wages, salaries, paid annual leave, sick leave, bonuses and non-monetary benefits, are measured on an undiscounted basis and are expensed in the profit or loss as the related service is provided.  A liability is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

 

Long-term benefits

Defined contribution plans

The income statement expense for the defined contribution pension plans operated represents the contributions payable for the year. As required by law, companies in Malaysia make contributions to the state pension scheme, the Employees Provident Fund ("EPF") which is charged to profit or loss in the year to which they relate. Once the contributions have been paid, the Group has no further liabilities in respect of the defined contribution plans.

 

u) Earnings per share

Basic earnings per share is computed using the weighted average number of shares outstanding during the period. Diluted earnings per share is computed using the weighted average number of shares during the period plus the dilutive effect of dilutive potential ordinary shares outstanding during the period.

 

4.   ACCOUNTING ESTIMATES AND JUDGEMENTS

Preparation of financial information in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about carrying values of assets and liabilities that are not readily apparent from other sources.

 

The key estimates and underlying assumptions concerning the future and other key sources of estimation uncertainty at the statement of financial position date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. In particular:

 

Key judgments

 

Acquisition of Alchemist Codes

The Directors judged that under IFRS 3 Business Combinations, the accounting acquirer is considered to be AIQ Limited as described above in the note describing the basis of consolidation. The acquisition of Alchemist Codes has therefore been accounted for under the acquisition method.

 

Going concern

As more fully described above, the Directors have prepared forecasts and projections for the Group for the purposes of assessing the Company's going concern assumptions.

 

The Directors have concluded that it is appropriate to adopt the going concern basis of accounting in preparing the Annual Report but have identified a material uncertainty in this regard. Having undertaken a detailed review of forecasts to July 2022, considering the impact on the Group's cash position and the unknown outcome of the pending strategic review, the Directors consider there to be a material uncertainty over the going concern status of the Group.

 

Key estimates

 

Valuation of Intangible Assets

The determination of the fair value of assets and liabilities including goodwill arising on the acquisition of Alchemist Codes in March 2020, and development expenditure which is expected to generate future economic benefits, is based to a considerable extent on management's judgement.

 

The fair value of these assets was determined by discounting estimated future net cash flows generated by the asset. The assets are bespoke and cannot be benchmarked against a market transaction price. The use of different assumptions for the expectations of future cash flows and the discount rate would change the valuation of the intangible assets.

 

Allocation of the purchase price affects the results of the Group as finite life intangible assets are amortised, whereas indefinite lived intangible assets, including goodwill, are not amortised and could result in differing amortisation charges based on the allocation to indefinite lived and finite lived intangible assets.

 

The useful life used to amortise intangible assets relates to the expected future performance of the assets acquired and management's estimate of the period over which economic benefit will be derived from the asset.

 

The estimated useful life principally reflects management's view of the average economic life of each asset and is assessed by reference to historical data and future expectations. Any reduction in the estimated useful life would lead to an increase in the amortisation charge.

 

The fair value of intangibles acquired in the acquisition of Alchemist Codes has been based on a discounted cash flow income approach. The fair value of the OctaPLUS Platform and Messenger App acquired with Alchemist Codes during the year ended 31 October 2020 was determined using a discount factor of 22.4%.

 

The fair values of intangible assets acquired through the business combination has been based on the Multi-Period Excess Earnings Method ("MEEM") which is within the income approach. The multi-period excess earnings method estimated value is based on expected future earnings attributable to the assets which have been discounted to a net present value using a discount rate of 22.4%, based on the Group's weighted average cost of capital. If the estimation of the cost of capital was reduced by 1%, the valuation of acquired intangible assets would have increased by approximately £162,000.

 

The useful life used to amortise intangible assets relates to the expected future performance of the assets acquired and management's estimate of the period over which economic benefit will be derived from the asset.

 

The estimated useful life principally reflects management's view of the average economic life of each asset and is assessed by reference to historical data and future expectations. Any reduction in the estimated useful life would lead to an increase in the amortisation charge. The average economic life of the intangible assets has been estimated at 3 years. If the estimation of economic life was reduced by one year, the amortisation charge would have increased by approximately £123,000.

 

Impairment reviews

IFRS requires management to undertake an annual test for impairment of indefinite lived assets and, for finite lived assets, to test for impairment if events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

 

Impairment testing is an area involving management judgement, requiring assessment as to whether the carrying value of assets can be supported by the net present value of future cash flows derived from such assets using cash flow projections which have been discounted at an appropriate rate. In calculating the net present value of the future cash flows, certain assumptions are required to be made in respect of highly uncertain matters including management's expectations of:

 

•      growth in EBITDA, calculated as adjusted operating profit before depreciation and amortisation;

•      long-term growth rates; and

•      the selection of discount rates to reflect the risks involved.

 

The Group prepares and approves a detailed annual budget and longer-term strategic plan for its operations, which are used in the fair value calculations.

 

Changing the assumptions selected by management, in particular the discount rate and growth rate assumptions used in the cash flow projections, could significantly affect the Group's impairment evaluation and hence results.

 

Goodwill of £546,874 relating to the acquisition of Alchemist Codes was allocated to the Alchemist Codes business and represents a Cash Generating Unit ("CGU") and tested for impairment as of the reporting date. The goodwill and other intangible assets were tested for impairment on the basis of value in use, including a discount rate of 22.4% based on the rate that would be used by a market participant. As described in Note 13 below, these impairment tests indicated an impairment loss is required and this loss has resulted in the full write-down of goodwill and intangibles arising from the acquisition of Alchemist Codes. 

 

5.   REVENUE

 

		Year ended 31 October 2020			Year ended 31 October 2019
			£		£
	Sale of software products		99,596		-
	Maintenance income		41,725		-
	Cashback income		13,043
	Other		285		-
	Total			154,649	-

 

             All revenues were generated in Malaysia.

 

During the year ended 31 October 2020, one customer accounted for 55.16% of the Group's revenues. No other customers accounted for more than 10%. 

 

6.   SEGMENT REPORTING

 

IFRS 8 defines operating segments as those activities of an entity about which separate financial information is available and which are evaluated by the Board of Directors to assess performance and determine the allocation of resources. The Board of Directors is of the opinion that under IFRS 8 the Group has only one operating segment. The Board of Directors assesses the performance of the operating segment using financial information that is measured and presented in a manner consistent with that in the Financial Statements. Segmental reporting will be reviewed and considered in light of the development of the Group's business over the next reporting period.

 

 

7.   OPERATING LOSS BEFORE TAXATION

 

              Loss from operations has been arrived at after charging:

					Year ended 31 October 2020								Year  ended 31 October 2019
					£								£
Auditor's remuneration:
-       Audit of the financial statements*					58,000								33,000
-       Reporting accountant and transaction services					-								35,875
-       Other services					-								3,000
* Additionally, £107,033 for services were performed in the year to 31 October 2020 by the previous auditor.
			Year ended 31 October 2020										Year ended 31 October 2019
	Cost of sales:			£									£
	Wages and salaries			135,350									-
	Cashback expenses			7,860									-
	Other			58									-
										143,268			-
			Year ended 31 October 2020										Year ended 31 October 2019
	Administrative expenses:			£									£
	Directors' remuneration			165,212									139,000
	Wages and salaries			158,293									-
	Marketing expenses			296,398									-
	Consultancy fees			84,322									115,727
	Outsourcing fees			90,000									-
	Amortisation of intangibles			239,765									-
	Depreciation of tangible fixed assets			6,483									-
	Depreciation of right of use assets			24,548									-
	Office rental			13,051									30,104
	Professional fees			18,982									41,583
	Regulatory fees			14,802									20,227
	Secretarial fees			33,143									28,849
	Audit fees			61,281									33,000
	Bookkeeping costs			6,000									24,000
	Share service fees			12,390									15,221
	Vetting fees			35,000									-
	Other costs			107,492									40,080
										1,367,162			487,791

 

 

 

 

8.   STAFF COSTS AND KEY MANAGEMENT EMOLUMENTS

 

		Year ended 31 October 2020			Year ended 31 October 2019
	Staff costs:		£		£
	Wages and salaries (including directors)		433,931		139,000
	Social security costs		2,397		-
	Post-employment benefits		22,527		-
				458,855	139,000

Key management personnel are considered to be the directors and one senior member of staff. Their remuneration was as follows:

		Year ended 31 October 2020			Year ended 31 October 2019
	Key management personnel:		£		£
	Wages and salaries (including directors)		224,445		139,000
	Social security costs		100		-
	Post-employment benefits		2,287
				226,832	139,000

 

Included within accruals is £23,196 (2019: £154,000), which relates to Directors' remuneration yet to be paid.

 

The average monthly number of employees during the year ended 31 October 2020 was as follows:

 

		Year ended 31 October 2020			Year ended 31 October 2019
			No.		No.
	Management		2		-
	Administrative		2		-
	Operations		25		-
				29	-

 

The Company did not have any employees during the year ended 31 October 2019, other than the Directors.

 

 

 

9.   TAXATION

The Company is incorporated in the Cayman Islands, and its activities are subject to taxation at a rate of 0%.

 

In Malaysia, Alchemist Codes has applied for MSC Pioneer Status which, if granted, would result in the company becoming income tax exempt. Although the application has been submitted there is no certainty as to whether Alchemist Codes will be successful in obtaining MSC Pioneer Status. Alchemist Codes continues to account for tax and makes scheduled tax payments, which are recoverable if the Pioneer status is granted. A total of RM133,200 has been paid on account in this regard (equivalent to £24,764). The income tax rate in Malaysia is calculated at the Malaysian statutory tax rate of 24% of the chargeable income for the year, except for companies with paid-up capital of RM2.5million (approximately £470,000) and below at the beginning of the basis period and gross income from source of business not exceeding RM50million (approximately £9.4 million), the first RM600,000 (approximately £110,000) of chargeable income is subject to tax at a rate of 17%.

 

A reconciliation of income tax applicable to the loss before taxation at the statutory tax rate to the income tax at the effective tax rate of Alchemist Codes is as follows:

		Year ended 31 October 2020			Year ended 31 October 2019
			£		£
	Loss before taxation		(4,130,587)		(503,608)
	Tax calculated at the standard rate of tax applicable to Alchemist Codes of 24% (2019: at 0%)		(991,340)		-
	Tax effects of:
	Non-deductible expenditure		25,827		-
	Effect of different tax rates in foreign jurisdictions		87,030		-
	Deferred tax assets on temporary differences not recognised		385,483		-
	Tax credit			(493,000)	-

 

The deferred tax recognised on the business combination was recognised at the rate of 24%, being the rate of tax prevailing in Malaysia. Following the impairment charge to fully write-down the goodwill and identifiable assets recognised on the acquisition of Alchemist Codes, the deferred tax provision was released accordingly.

 

10.  LOSS PER SHARE

The Company presents basic and diluted loss per share information for its ordinary shares. Basic loss per share is calculated by dividing the loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares in issue during the reporting period. Diluted earnings per share are determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares.

 

There is no difference between the basic and diluted earnings per share, as the Company has no potential ordinary shares.

 

 

									Year ended 31 October 2020		Year ended 31 October  2019
		Loss attributable to ordinary shareholders (£)							(3,637,587)		(503,608)
		Weighted average number of shares							59,818,130		51,839,375
		Loss per share (expressed as £ per share)							(0.061)		(0.010)
	11.  PROPERTY PLANT AND EQUIPMENT
			Fixtures and fittings	Office equipment			Computer equipment			Renovations			Total
			£	£			£			£			£
Cost
At 1 November 2018 and 2019			-				-			-			-
Additions through business combinations			393	3,023			13,195			427			17,038
Other additions			74,487	6,827			15,557			97,373			194,244
Currency translation differences			176	(119)			(560)			233			(270)
As at 31 October 2020			75,056	9,731			28,192			98,033			211,012
Accumulated depreciation
At 1 November 2018 and 2019			-	-			-			-			-
Depreciation for the year			1,247	381			3,202			1,653			6,483
Currency translation differences			-	(13)			(143)			1			(155)
As at 31 October 2020			1,247	368			3,059			1,654			6,328
Carrying amounts
At 31 October 2020			73,809	9,363			25,133			96,379			204,684
At 31 October 2019			-	-			-			-			-

 

 

 

12.  ACQUISITION OF ALCHEMIST CODES SDN BHD

On 20 March 2020, the Company completed a conditional share purchase agreement (the "SPA") with Alchemist Codes Sdn. Bhd ("Alchemist Codes'') for the acquisition by the Company of 100% of the issued share capital of Alchemist Codes (the "Transaction"), and, on 26 March 2020 readmission of the enlarged share capital to trading on the Main Market of the London Stock Exchange. Alchemist Codes is a Malaysian incorporated information technology solutions developer focusing on the e-commerce sector.

Under the terms of the SPA, the consideration was £2.3 million which was settled through the allotment and issue of 12,921,346 ordinary shares of 1 pence each in the capital of AIQ (the "Consideration Shares") at 17.8 pence per share.

 

The following table summarises the consideration paid for Alchemist Codes, the fair value of assets acquired, and liabilities assumed at the acquisition date.

 

 

	Book value	Fair value adjustments	Fair value
Consideration	£	£	£
Consideration shares			2,300,000
Total consideration			2,300,000
Recognised amounts of identifiable assets acquired and liabilities assumed
Cash and cash equivalents	111,073	-	111,073
Property, plant and equipment	17,038	-	17,038
Software	38,676	-	38,676
Trade and other receivables	80,011	-	80,011
Trade and other payables	(55,818)	-	(55,818)
OctaPLUS platform	-	1,328,996	1,328,996
Messenger App	-	726,150	726,150
Deferred tax		(493,000)	(493,000)
Total identifiable net assets	190,980	1,562,146	1,753,126
Goodwill			546,874
Total			2,300,000

 

The goodwill arising is attributable to the acquired workforce, anticipated future profit from expansion opportunities and synergies of the business. Fair value adjustments were deemed necessary in respect of the OctaPLUS platform and the Messenger App, both of which have been recognised within intangible fixed assets.

 

Deferred tax on the fair value adjustments has been recognised at 24%, being the rate of tax prevailing in Malaysia.

 

Alchemist Codes contributed £154,649 of revenue for the period between the date of acquisition and the balance sheet date and £442,175 loss before tax. If the acquisition of Alchemist Codes had been completed on the first day of the financial year, Group revenues would have been approximately £210,000 higher and Group loss attributable to equity holders of the parent would have been approximately £38,000 lower.

 

Transaction costs of £380,495 were expensed in the year ended 31 October 2020 relating to the acquisition of Alchemist Codes and re-admission to the Official List of the London Stock Exchange. No amounts were directly attributable to issuing new shares which would otherwise be deducted from equity.

 

 

 

 

13.  INTANGIBLE ASSETS

	Goodwill	Software	OctaPLUS Platform	Messenger App	Total
	£	£	£	£	£
Cost
At 1 November 2019	-		-	-	-
Additions through business combinations	-	38,676	-	-	38,676
Arising on acquisition	546,874	-	1,328,996	726,150	2,602,020
As at 31 October 2020	546,874	38,676	1,328,996	726,150	2,640,696
Accumulated amortisation and impairment
At 1 November 2019	-	-	-	-	-
Amortisation for the year	-	-	155,050	84,715	239,765
Impairment provision	546,874	38,676	1,173,946	641,435	2,400,931
As at 31 October 2020	546,874	38,676	1,328,996	726,150	2,640,696
Carrying amounts
At 31 October 2020	-	-	-	-	-
At 31 October 2019	-		-	-	-

 

Goodwill and acquisition related intangible assets recognised have arisen from the acquisition of Alchemist Codes in March 2020 and purchase price allocation as described in Note 12. The OctaPLUS Platform and Messenger App are being amortised over their estimated useful economic life of three years.

 

Goodwill

The Group tests goodwill annually for impairment or more frequently if there are indications that these assets might be impaired. The recoverable amounts of the CGU are determined from value in use. The value of the goodwill comes from using the assets as they are (i.e. there is no expansionary capex assumed).

 

The key assumptions for the value in use approach are those regarding growth in revenues and associated earnings and a discount rate. The Group monitors its pre-tax Weighted Average Cost of Capital and those of its competitors using market data. In considering the discount rate applying to the CGU, the Directors have considered the relative sizes, risks and the inter-dependencies of its CGUs. The Group prepares cash flow forecasts derived from the most recent financial plan approved by the Board and extrapolates revenues, net margins and cash flows for the following five years based on a forecast monthly growth rate of 15% in active users of the CGU. Cash flows beyond this period have been ignored in assessing the need for any impairment provisions. A discount rate of 22.4% has been assumed. The directors consider these assumptions are consistent with that which a market participant would use in determining fair value. As a result of the COVID-19 pandemic, the anticipated growth has not materialised, and the impairment testing has considered the significant uncertainties as to future activity with no growth assumed.

 

The Company has tested goodwill for impairment and determined that the recoverable amount relating to the acquisition of Alchemist Codes is lower than its carrying amount and is therefore impaired. An impairment loss of £546,874 has therefore been recognised to write off the goodwill which arose on the acquisition.

 

OctaPLUS platform and messenger app

The OctaPLUS platform and messenger app relate to the valuation of the technology developed by Alchemist Codes at the time of acquisition in March 2020.

 

The fair value of these assets on acquisition was determined by discounting estimated future net cash flows generated by the assets where no active market for the assets exists.

 

The fair values of intangible assets acquired through the business combination has been based on the Multi-Period Excess Earnings Method ("MEEM") which is within the income approach.

 

The Multi-Period Excess Earnings Method ("MEEM") which is within the income approach was adopted as being the most appropriate methodology. The multi-period excess earnings method estimated value is based on expected future earnings attributable to the assets which have been discounted to a net present value using a discount rate of 22.4%, based on the Group's weighted average cost of capital.

 

Under this method the following were key inputs:

 

-     The number of internet users in Malaysia

-     Monthly active user growth

-     Average spend per user of RM83-95 per month

-     Advertising spend of RM1.50 per user per month

-     App software maintenance fee of RM75,000 per customer per annum

-     OctaPLUS sales commission of 7% from merchants

-     OctaPLUS cash back spend of 71% of sales commission

-     Software development licence income of RM416,000 per licence sale

-     Taxation at the rate of 24%

The Group tests intangible assets for impairment only if there are indications that these assets might be impaired. An impairment loss is calculated as the difference between its carrying amount and the present value of the estimated future cash flows which is highly sensitive to the expected revenue.

 

Both the rollout of OctaPLUS and Alchemist Codes' IT consultancy business met with severe headwinds during the year. The competitive landscape for the Group's e-commerce solution evolved as retailers transitioned to focus their efforts on online sales. Accordingly, retailers enhanced their direct-to-consumer sales & marketing, which was to the detriment of emerging online marketplaces such as OctaPLUS that are based on a commission model. In addition, the travel and tourism industry, which was expected to be one of the key sectors for OctaPLUS as it typically provides higher commission rates, was particularly badly impacted by the pandemic.

 

For the IT consultancy business, the stringent restrictions imposed on travel and the social distancing measures introduced by the Malaysian government - with the country subject to lockdown measures throughout the period - prevented Alchemist Codes from meeting with customers and business partners; and the economic downturn and uncertainty impacted customers' budget availability and the willingness to commit resources to new projects.

 

Revised business plans have assumed much lower levels of activity and a significant reduction in long-term potential. Since year end, trading conditions have remained very challenging as Malaysia continues to be under government lockdown, causing a further reduction in demand, and there is continued uncertainty over the post-pandemic economic recovery and market outlook. As a result, the Board has initiated a strategic review to stem the losses of the business and reduce the cost base, whilst also seeking to evaluate its future.

 

The revised business plans have been used in the testing for impairment of the Alchemist Codes CGU (the Group's only CGU) and the tests indicate that the recoverable amount of the CGU has been reduced to nil. The carrying amount of the intangible asset has therefore been fully impaired by recognising an impairment loss of £1,815,381.

 

Software

The software acquired in the business combination has also been fully impaired by recognising a loss of £38,676. Updated forecasts prepared by the Company assume much lower revenue than anticipated when Alchemist Codes was acquired. Accordingly, these forecasts no longer support the carrying value.

 

14.  RIGHT OF USE ASSETS AND LEASE LIABILITIES

	Land and buildings	Total
	£	£
Cost
At 1 November 2019	-	-
Additions	295,338	295,338
As at 31 October 2020	295,338	295,338
Accumulated amortisation
At 1 November 2019	-	-
Depreciation for the year	24,548	24,548
Currency translation differences	63	63
As at 31 October 2020	24,611	24,611
Carrying amounts
At 31 October 2020	270,727	270,727
At 31 October 2019	-	-

 

Future minimum lease payments associated with these leases were as follows:

	As at 31 Oct 2020	As at 31 Oct 2019
	£	£
Not later than one year	107,817	-
Later than one year and not later than five years	188,680	-
Total minimum lease payments	296,497	-
Less future finance charges	(23,796)	-
Present value of minimum lease payments	272,701	-
Current liability	94,012	-
Non-current liability	178,689	-
	272,701	-

 

The lease may be extended at the end of its two year term for a further two years, at a new rental rate to be based on the prevailing market rate provided, that in the event that there is any increase in rental, such increase shall not exceed 15% of the preceding's rental rate. No option to extend has been assumed in the above calculations. In previous years, the Company's lease commitments related to operating leases which expired in the year ended 31 October 2019.

 

 

Impact of IFRS 16 "Leases" on the statement of comprehensive income

The following table summarises the effect of IFRS 16 "Leases" on the Group's loss before tax:

	Year ended 31 October 2020	Year ended 31 October 2019
	£	£
Loss before tax excluding lease charges	(3,595,682)	(473,504)
Lease payments under short-term and low-value assets	(13,051)	(30,104)
Depreciation of right-of use assets	(24,548)	-
Lease finance expense	(4,306)	-
Loss before tax after lease charges	(3,637,587)	(503,608)

 

15.  TRADE RECEIVABLES

				As at 31 October  2020	As at 31 October  2019
				£	£
Trade receivables				7,799	-
Provision for expected credit losses				-	-
Total trade receivables				7,799	-

All balances are reviewed specifically due to the limited number of receivables and limited history of average rates of default losses to rely on.

 

16.  CASH AND CASH EQUIVALENTS

				As at 31 October  2020	As at 31 October  2019
				£	£
Cash at bank				1,816,583	3,703,592
Cash in hand				10,796	-
				1,827,379	3,703,592

 Cash at bank earns interest at floating rates based on daily bank deposit rates.

 

17.  TRADE PAYABLES

				As at 31 October  2020	As at 31 October  2019
				£	£
Redeemable cash back credit				123,100	-
Other trade payables				32,368	-
				155,468	-

18.  ACCRUALS AND OTHER PAYABLES

				As at 31 October  2020	As at 31 October  2019
				£	£
Accruals				123,998	218,151
Deferred revenue				1,464	-
Taxes and social security				11,111	-
				136,573	218,151

19.  AMOUNTS DUE TO A DIRECTOR

				31 October  2020	31 October  2019
				£	£
Amounts due to a director				-	288,811

The amounts due to a director were unsecured, interest free and repayable on demand. The balance arose from administrative expenses and transaction costs settled by the director on behalf of the Company in the period ended 31 October 2018, prior to the Company's bank account being opened. All amounts were repaid in the year ended 31 October 2020.

 

20.  SHARE CAPITAL

		Number	Nominal value      £
	Authorised
	Ordinary shares of £0.01 each	800,000,000	8,000,000
	As at 1 November 2019	51,839,375	518,394
	Issue of shares in the year	12,921,346	129,213
	At 31 October 2020	64,760,721	647,607

 

	Year ended		Year ended
	31 Oct 2020		31 Oct 2019
	£		£
As at beginning of year	518,394		518,394
Issued during the year	129,213		-
As at end of year		647,607	518,394

 

During the year ended 31 October 2020, the Company allotted and issued a total of 12,921,346 Ordinary Shares of 1 pence each at 17.8 pence each for a total consideration of £2,300,000 in connection with the acquisition of Alchemist Codes (the "Consideration Shares") as described in Note 12 above.

 

Readmission of the enlarged share capital of 64,760,721 Ordinary Shares to listing on the Standard Listing Segment of the Official List of the FCA and to trading on the Main Market of the London Stock Exchange (together, the "Readmission") occurred on 26 March 2020. The holders of Ordinary Shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company.

 

 

21.  FOREIGN CURRENCY TRANSLATION RESERVE

The foreign currency translation reserve represents cumulative foreign exchange differences arising from the translation of the financial statements of foreign subsidiaries and is not distributable by way of dividends.

 

22.  FINANCIAL RISK MANAGEMENT

a) Categories of financial instruments

The carrying amounts and fair value of the Group's financial assets and liabilities as at the end of the reporting period are as follows:

 

	Financial assets:
		As at			As at
		31 October 2020			31 October 2019
		£			£
	Trade receivables		7,799		-
	Tax recoverable		24,764		-
	Deposits and other receivables		45,008		12,300
	Cash and cash equivalents		1,827,379		3,703,592
				1,904,950	3,715,892

Financial liabilities at amortised cost:

 

		As at			As at
		31 October 2020			31 October 2019
		£			£
	Trade payables		155,468		-
	Accruals and other payables		136,573		218,151
	Amounts due to directors		-		288,811
	Finance leases		272,701		-
				564,742	506,962

 

The financial assets and financial liabilities maturing within the next 12 months approximate their fair values due to the relatively short-term maturity of the financial instruments.

 

b) Financial risk management objectives and policies

 

The Group is exposed to a variety of financial risks: market risk (including interest rate risk and currency risk), credit risk and liquidity risk. The risk management policies employed by the Company to manage these risks are discussed below. The primary objectives of the financial risk management function are to establish risk limits, and then ensure that exposure to risk stays within these limits. The operational and legal risk management functions are intended to ensure proper functioning of internal policies and procedures to minimise operational and legal risks.

 

i)          Interest rate risks

 

Certain cash holdings and cash equivalents are held in accounts with variable rates. If interest rates were to increase or decrease by 1%, the effect would not be material.

 

ii)          Currency risks

 

The Group is exposed to exchange rate fluctuations as certain transactions are denominated in foreign currencies.

 

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate due to changes in foreign exchange rates. The Group's exposure to the risk of changes in foreign exchange rates relates primarily to its financing activities (when cash balances are denominated other than in a company's functional currency).

 

Most of the Group's transactions are carried out in Pounds and Malaysian Ringgit ('RM'). Foreign currency risk is monitored closely on an ongoing basis to ensure that the net exposure is at an acceptable level.

 

The Group maintains a natural hedge whenever possible, by matching the cash inflows (revenue stream) and cash outflows used for purposes such as capital and operational expenditure in the respective currencies. The Group's net exposure to foreign exchange risk was as follows:

 

	US$	Total
As at 31 October 2020	£'000	£'000
Financial assets denominated in £	894	894
Financial liabilities denominated in £	-	-
Net foreign currency exposure	894	894

 

 

	US$	Total
As at 31 October 2019	£'000	£'000
Financial assets denominated in £	3,037	3,037
Financial liabilities denominated in £	-	-
Net foreign currency exposure	3,037	3,037

 

Foreign currency sensitivity analysis:

 

The following tables demonstrate the sensitivity to a reasonably possible change in foreign currency exchange rates, with all other variables held constant.

 

The impact on the Group's loss before tax is due to changes in the fair value of monetary assets and liabilities. The Group's exposure to foreign currency changes for all other currencies is not material. 

 

A 10 per cent. movement in US Dollar ($) would increase/(decrease) net assets by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant.

 

	US$
As at 31 October 2020	£'000
Effect on net assets:
Strengthened by 10%	89
Weakened by 10%	(89)

 

	US$
As at 31 October 2019	£'000
Effect on net assets:
Strengthened by 10%	304
Weakened by 10%	(304)

 

At 31 October 2020 the Company had £893,965 (2019: £3,036,744) of cash and cash equivalents in United States Dollar accounts. At 31 October 2020, had the exchange rate between the Pound Sterling and United States Dollar increased/decreased by 10%, the effect on the result in the period would be a gain of £89,396 (2019: £303,674) / loss of £89,396 (2019: £303,674).

 

At 31 October 2020 the Company had £894,587 (2019: £nil) of cash and cash equivalents in Malaysian Ringgit accounts. At 31 October 2020, had the exchange rate between the Pound Sterling and Malaysian Ringgit increased/decreased by 10%, the effect on the result in the period would be a gain of £89,459 (2019: £nil) / loss of £89,459 (2019: £nil).

 

iii)         Credit risk

 

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. Credit allowances are made for estimated losses that have been incurred by the reporting date. No such amounts have been made to date.

 

Concentrations of credit risk exist to the extent that the equivalent of £885,082 of the Group's cash balances were held with RHB Bank Berhad in Singapore and the equivalent of £900,012 was held with Hong Leong Bank in Malaysia.

 

S&P Global Ratings affirmed on 31 October 2020 the issuer credit ratings of RHB Bank Bhd at BBB+/Stable/A-2, while their ASEAN regional scale ratings were affirmed at "axA+"/"axA-1."

In February 2020, Moody's Investors Services Ltd upgraded the Hong Leong Bank's baseline credit assessment to a3 and reaffirmed its long-term rating at A3 and short-term rating at P2, with a stable outlook.

 

Accordingly, the Company considers that the credit risk in relation to its cash holding to be small.

 

iv)         Liquidity risk

 

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities. The Company's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.

 

The Group's financial liabilities are primarily trade and other payables. The amounts are unsecured, interest-free and repayable on demand.

 

23.  CAPITAL MANAGEMENT

The Group manages its capital to ensure that it will be able to continue as a going concern while maximising the return to shareholders through the optimisation of the balance between debt and equity.

 

The capital structure of the Group as at 31 October 2020 consisted of Ordinary Shares and equity attributable to the shareholders of the Company, totalling £1,863,724 (2019: £3,208,930) (disclosed in the statement of changes in equity).

 

The capital structure is reviewed on an on-going basis. As part of this review, the Directors consider the cost of capital and the risks associated with each class of capital.

 

24.  RELATED PARTY TRANSACTIONS

The remuneration of the Directors and the key management personnel of the Company is set out in the Report of the Remuneration Committee.

 

A total of £42,000 (2019: £21,000) was paid during the year to Luther Pendragon for financial PR services, a company in which Harry Chathli is a director and shareholder.

 

As at 31 October 2019, there was a balance due to a director of £288,811 which was repaid during the year ended 31 October 2020 (see Note 19).

 

Included within accruals is £23,196 (2019: £154,000), which relates to Directors' remuneration outstanding.

 

A total of £24,000 (2019: £nil) was paid during the year to Graham Duncan Limited for accounting services, a company in which Graham Duncan is a director and shareholder.

 

The related party transactions were made on terms equivalent to those that prevail in arm's length transactions.

 

25.  MATERIAL SUBSEQUENT EVENTS

There are no events subsequent to the year-end that require disclosure in these financial statements.

 

26.  ULTIMATE CONTROLLING PARTY

As at 31 October 2020, no one entity owns greater than 50% of the issued share capital. Therefore, the Company does not have an ultimate controlling party.

 

27.  COVID-19

The outbreak of SARS-CoV-2 ("COVID-19") severely impacted the Group's revenues and results for the year. The stringent lockdown measures introduced by the Malaysian government - known as "movement control orders" (MCO), which were in effect throughout the period following the acquisition - prevented Alchemist Codes from meeting with customers and business partners; and the economic downturn and uncertainty impacted customers' budget availability and the willingness to commit resources to new projects. The pandemic also severely impacted the rollout of the Group's e-commerce solution, OctaPLUS, due to retailers significantly enhancing their direct-to-consumer marketing and reducing the commission they are prepared to pay for affiliate referrals. The impact of the pandemic on the Group was particularly pronounced due to Alchemist Codes being at an early stage of development.

 

The pandemic continues to have a profound impact on the Group's operations, with MCO measures in Malaysia being extended in Malaysia into April.

 

As a consequence of the above, along with the considerable uncertainty over post-pandemic market conditions, the Board of AIQ has initiated a strategic review to stem the losses of the business and reduce the cost base, whilst also seeking to evaluate its future.

 

Management has needed to revise its assumptions as to going concern, and has made provision for impairment to the carrying value of goodwill and other intangibles assets as described in Note 13 above.