FINA Fintech Asia Limited

FINTECH ASIA LIMITED

("Fintech Asia" or the "Company")

Interim Results for the 6 months ended 30 June 2024

Fintech Asia, (LON:FINA) a company established to acquire one or more companies or businesses in the financial technology sector, focused on improving the delivery and use of financial services in Asia, is pleased to announce the Company's unaudited interim results for the 6 months ended 30 June 2024.

Chief Executive Officer's Statement

I am pleased to present the interim report and unaudited financial statements for Fintech Asia Limited for the 6 months to 30 June 2024.

PROPOSED ACQUISITION AND TEMPORARY SHARE SUSPENSION

On 14 March 2023, the Company announced its entry into a heads of terms to acquire the entire issued share capital of InvesCore Financial Group Pte. Ltd ("InvesCore" or the "Target") (the "Proposed Acquisition").

InvesCore is a group of companies with its primary operations in the micro-finance sector, offering loans and investment products to businesses and individuals, primarily in Asia, and has developed technologies, including a mobile application, to sell certain of its product lines.  It is an exciting business that meets the characteristics that we have been looking for to align to our acquisition strategy.

The Proposed Acquisition is classified as a reverse takeover in accordance with the FCA's Listing Rules.  Accordingly, the Company requested the temporary suspension of its listing on the London Stock Exchange which became effective on 14 March 2023.

Since the announcement, the Company has continued to advance discussions with the Target with a view to agreeing terms to conclude a definitive Sale and Purchase Agreement and seek regulatory approval for future readmission to the Main Market of the London Stock Exchange.  Alongside these discussions a detailed due diligence process is being undertaken.  We cannot, at this time, confirm that these discussions and regulatory approvals will be successful, however at the time of publication we can confirm that the process remains active and ongoing.

CONVERTIBLE LOAN FACILITY

On 24 April 2024, the Company announced it had obtained an unsecured committed facility of £2 million via a Series C convertible loan note instrument (the "Series C Convertible Loan"). The first two tranches of £500,000 were made available in May and June 2024 with an interest rate equating to a fixed amount of five per cent. per annum.

The Series C Convertible Loan is intended to bridge the Company's general working capital requirements, to the extent required, as the board seeks to finalise due diligence and documentation in respect of its Proposed Acquisition and the simultaneous re-admission of its enlarged share capital to the Standard Segment of the Official List maintained by the FCA and readmitted to trading on the Main Market of the London Stock Exchange, as announced on 14 March 2023.

On behalf of the Board, I thank the shareholders and advisors of the Company for their continued support.

Oliver Fox

Chief Executive Officer

5 September 2024

LEI: 213800C7BC4EZQAEBT76

Statement of Directors' Responsibilities

The Directors are responsible for preparing the interim report and unaudited financial statements, in accordance with applicable law and regulations. The Directors confirm to the best of their knowledge that:

The Directors are responsible for keeping proper accounting records that are sufficient to show and explain the Company's transactions and which disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that its financial statements comply with The Companies (Guernsey) Law, 2008 (as amended). They are also responsible for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

PRINCIPAL RISKS AND UNCERTAINTIES

The following is a summary of key risks that, alone or in combination with other events or circumstance, the Directors has determined could have a material adverse effect on the Company's business, financial condition, results of operations and prospects. The Company has considered circumstances such as the probability of the risk materialising, the potential impact which the materialisation of the risk could have on the Company's business, financial condition, and prospects, and the attention that management would, on the basis of current expectations, have to devote to these risks if they were to materialise:

A full list of risks can be found in the Company's prospectus, dated 12 September 2022 and published on the Company's website (www.fintechasialtd.com).

A review of the main financial risks faced by the Company, and how they are managed or mitigated, is set out in note 14 to the financial statements.

GOING CONCERN

The Directors believe that the Company has adequate financial resources to continue its operational existence for at least 12 months from the date of the approval of these financial statements.  Please see the disclosures made in note 4 to these financial statements for details of the estimates and judgements applied in arriving at this conclusion.

Accordingly, the Directors believe that it is appropriate to continue to adopt the going concern basis in preparing the financial statements.

Signed on behalf of the Board by:

Nicola Walker

Director

5 September 2024

FINTECH ASIA LIMITED

UNAUDITED CONDENSED STATEMENT OF COMPREHENSIVE INCOME

FOR THE 6 MONTH PERIOD FROM 1 JANUARY 2024 TO 30 JUNE 2024

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

FINTECH ASIA LIMITED

UNAUDITED CONDENSED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2024

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

The financial statements were approved and authorised for issue by the Board of Directors on 5 September 2024 and were signed on its behalf by:

Nicola Walker

Director

FINTECH ASIA LIMITED

UNAUDITED CONDENSED STATEMENT OF CHANGES IN EQUITY

FOR THE 6 MONTH PERIOD FROM 1 JANUARY 2024 TO 30 JUNE 2024

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

FINTECH ASIA LIMITED

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS

FOR THE 6 MONTH PERIOD FROM 1 JANUARY 2024 TO 30 JUNE 2024

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

FINTECH ASIA LIMITED

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE 12 MONTH PERIOD FROM 1 JULY 2022 TO 30 JUNE 2023

1.    GENERAL INFORMATION

Fintech Asia Limited (the "Company") was incorporated on 28 May 2021 in Guernsey under The Companies (Guernsey) Law, 2008, as amended and is registered in Guernsey.  The address of the Company's registered office is Les Echelons Court, Les Echelons, St Peter Port, Guernsey, GY1 1AR and the Company's registration number is 69264.  On 15 September 2022 the Company was admitted to the main market for listed securities of the London Stock Exchange under the ticker symbol "FINA" with shares registered with an ISIN of GG00BPGZTM87 and SEDOL of BPGZTM8.

On 14 March 2023, the Company announced that it has entered into a head of terms to acquire the entire issued share capital of InvesCore Financial Group Pte. Ltd. (the "Proposed Acquisition"). The Proposed Acquisition is classified as a reverse takeover in accordance with the FCA's Listing Rules.  Accordingly, the Company requested the temporary suspension of its listing on the London Stock Exchange.

STATEMENT OF COMPLIANCE

These financial statements give a true and fair view, comply with The Companies (Guernsey) Law, 2008, as amended and were prepared in accordance with the UK-adopted International Accounting Standards ("IAS's"). IAS's include standards and interpretations approved by the International Accounting Standards Board ("IASB") and interpretations issued by the International Financial Reporting Interpretations Committee who replaced the Standards Interpretations Committee.

2.    BASIS OF PREPARATION

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with IAS's. IAS's include standards and interpretations approved by the IASB.

The functional and presentation currency of these financial statements is Pounds Sterling.

3.    PRINCIPAL ACCOUNTING POLICIES

Financial Assets

The Company's financial assets are cash and cash equivalents and other current assets. The classification is determined by management at initial recognition and depends on the purpose for which the financial assets are acquired.

The Company initially recognises receivables issued when the Company becomes a party to the contractual provisions of the instrument. Financial assets are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss.

Receivables are subsequently carried at amortised cost using the effective interest method. Amortised cost is the initial measurement amount adjusted for the amortisation of any differences between the initial and maturity amounts using the effective interest method. Loans and receivables are reviewed for impairment assessment.

Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less any bank overdrafts.

Other current assets

Other current assets principally consist of prepayments which are carried at amortised cost. The Company assesses at each end of the reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that have occurred after the initial recognition of the asset (a 'loss event') and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.

The amount of the loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset's original effective interest rate. The carrying amount of the asset is reduced and the amount of the loss is recognised in profit or loss.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor's credit rating), the reversal of the previously recognised impairment loss is recognised in profit or loss.

Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership or has not retained control of the financial asset.

Financial liabilities

All financial liabilities are initially recognised on the trade date when the entity becomes party to the contractual provisions of the instrument.

Financial liabilities which include trade and other payables and are recognised initially at fair value, net of directly attributable transaction costs.

Financial liabilities are subsequently stated at amortised cost, using the effective interest method. Financial liabilities are classified as current liabilities if payment is due to be settled within one year or less after the end of the reporting period (or in the normal operating cycle of the business, if longer), or the Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the end of the reporting period. Otherwise, these are presented as non-current liabilities.

Financial liabilities are derecognised from the statement of financial position only when the obligations are extinguished either through discharge, cancellation, or expiration. The difference between the carrying amount of the financial liability derecognised and the consideration paid or payable is recognised in profit or loss.

Equity

Share capital represents the nominal value of shares that have been issued.

Equity-settled transactions are measured at fair value (excluding the effect of non-market-based vesting conditions) at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on the date of grant.

Share premium includes any contributions from equity holders over and above the nominal value of shares issued. Any transaction costs associated with the issuance of shares are deducted from share premium.

Retained earnings represent all current period results of operations as reported in the statement of profit or loss, reduced by the amounts of dividends declared.

Convertible loan notes

The Company issues convertible loan notes ("CLN's") to investors as one of its primary means of raising funding prior to the completion of the proposed transaction and readmission of the combined group to trading.  All CLN's issued in a year are assessed under the classification criteria of IAS 32 and, depending on the specific circumstances pertaining to each CLN instrument, are classified as either a financial liability, equity, or a compound instrument consisting of both financial liability and equity components.  Once a CLN has been classified as one of these instruments is it treated in line with the accounting policies for such instruments as appropriate.

The Company initially recognises receivables issued when the Company becomes a party to the contractual provisions of the instrument. Financial assets are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss.

Share-based payments

The Company operates equity-settled share-based payment arrangements, whereby the fair value of services provided is determined indirectly by reference to the fair value of the instrument granted.

The fair value of the grant is recognised as an expense in the Income Statement with a corresponding increase in equity reserves.

The fair value of options is calculated using the Black Scholes model, taking into account the terms and conditions upon which the options were granted.

The fair value of shares issued is measured using the observable market value.

Costs and expenses

Cost and expenses are recognised in profit or loss upon utilisation of goods or services or at the date they are incurred. All finance costs are reported in profit or loss on an accrual basis.

Going concern

These financial statements have been prepared on the going concern basis, which assumes the Company shall be able to meet all of its obligations as they fall due for a period of at least 12 months from the date of this report.

4.    USE OF JUDGEMENTS AND ESTIMATES

The preparation of financial statements in accordance with IFRS requires the Directors to make judgements, estimates and assumptions that affect the application of policies and the reported amounts of assets and liabilities and income and expenses. The estimates and associated assumptions are based on various factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

Going concern

In determining whether these financial statements should be prepared on the going concern basis, the Directors must consider whether the business has adequate financial resources to continue to operate and meet its obligations for a period of at least 12 months from the date of this report.

The Directors have assessed the funding needs of the business as it continues to progress the Proposed Acquisition of the Target, together with the various forms of funding that remain available to it, including but not limited to the convertible loan note facilities entered into on 8 September 2023 and further expanded on 15 November 2023 and 24 April 2024. Following consideration of the timing of costs associated with the continued efforts to complete the transaction, coupled with the assessment of the funding options that remain available as this process continues, the Directors have determined that sufficient funding remains available for the Company to continue to meet its obligations as they fall due over the course of this process, with any costs requiring settlement following completion of the proposed transaction and readmission of the Company to the LSE being met by the combined company out of operational cashflows or any further finance raised as part of the readmission process.

In the event that the Proposed Acquisition does not complete for various reasons, a break fee is receivable from the Target, as disclosed in detail in the Company's LSE announcement of 14 March 2023. The Directors consider this break fee to be sufficient to settle all remaining costs incurred in support of the Proposed Acquisition up to the point of any decision not to proceed.  Under such a scenario, the outstanding convertible loan notes ("the Loan Notes") payable by the Company would be convertible into ordinary shares at the election of the Noteholder, or settled by other means as agreed between the Company and the Noteholder.

As the settlement or conversion of the Loan Notes are at the discretion of the Noteholder there exists a level of uncertainty over the exact quantum and timing of the availability of the above sources of future funding which the Company may require in the event that the Proposed Acquisition does not proceed, and the Noteholders do not elect to convert the Loan Notes into ordinary shares of the Company.  As such, the Directors have determined that a material uncertainty exists in this regard over the application of the going concern principal to these financial statements.

The Directors believe that the Company has adequate financial resources to continue its operational existence for at least 12 months from the date of the approval of these financial statements notwithstanding the risks documented above. Accordingly, the Directors believe that it is appropriate to continue to adopt the going concern basis in preparing these financial statements.

Share-based payments

The Company has determined that share options issued during the prior period meets the definition of a share based payment under IFRS 2. In order to determine the fair value of the options estimates were required for inputs into the valuation model.  More details of the estimates can be found in note 10.

5.    OPERATING EXPENSES

6.    OTHER CURRENT ASSETS

7.    ACCOUNTS PAYABLE

8.    CONVERTIBLE LOANS

On 8 September 2023 the Company announced it had obtained an unsecured committed facility of £1 million via a convertible loan note instrument (the "Convertible Loan").

The Convertible Loan was received in three tranches on 8 September 2023, 5 October 2023 and 3 November 2023 with an interest rate equating to a fixed amount of five per cent. per annum.

On 15 November 2023 the Company announced it had obtained an additional unsecured committed facility of £1 million via a convertible loan note instrument (the "Series B Convertible Loan").

The Series B Convertible Loan was received in three tranches on 13 December 2023, 16 January 2024 and 15 February 2024 with an interest rate equating to a fixed amount of five per cent. per annum.

On 24 April 2024 the Company announced it had obtained an additional unsecured committed facility of £2 million via a convertible loan note instrument (the "Series C Convertible Loan").

On 2 May 2024 the first tranche of £500,000 of the Series C Convertible Loan was received, the second tranche of £500,000 was received on 26 June 2024 with an interest rate equating to a fixed amount of five per cent. per annum.

Should (i) the Convertible Loan, Series B Convertible Loan and Serie C Convertible Loan (together the "Convertible Loans") not be repaid prior to the completion of the Proposed Acquisition, all the outstanding principal amount and accrued interest shall automatically convert into ordinary shares of no par at a price equal to 90 per cent. of the price at which each Ordinary Share is issued in the Company pursuant to such placing; or (ii) if a placing does not complete simultaneously with the completion of the Proposed Acquisition, a price equal to 90 per cent. of the price at which each Ordinary Share is issued in the Company to satisfy the consideration for the Proposed Acquisition.

If the Proposed Acquisition and re-admission has not completed by 7 November 2024 and the Convertible Loans have not been repaid, the Noteholder is entitled at any time to convert all the outstanding amount into new Ordinary Shares.

Following assessment of the terms of the Convertible Loans under the classification criteria of IAS 32, the Directors have determined that the instruments should be categorised as a financial liability and treated under the Company's accounting policy for such instruments accordingly.

9.    TAXATION

The Company is liable to tax at the standard Guernsey rate of 0%.

10.  SHARE CAPITAL AND SHARE PREMIUM

11.  SHARE-BASED PAYMENTS

Options issued:

On 8 September 2022 the Company issued a warrant to Strand Hanson Limited which allows them or their assigned holder to subscribe to 197,600 shares at any time up to 7 September 2025 to shares at an exercise price of 50p.

The Warrant was valued using the Black Scholes model and its fair value deemed immaterial, as a result no value has been ascribed to the Warrant in these financial statements. The estimates used to calculate the fair value is detailed below:

12.  EARNINGS PER ORDINARY SHARE

Basic earnings per Ordinary Share is calculated by dividing the earnings attributable to Shareholders by the weighted average number of Ordinary Shares outstanding during the period.

Diluted earnings per share is calculated by adjusting the weighted average number of Ordinary Shares outstanding to assume conversion of all dilutive potential Ordinary Shares. As at 30 June 2024 there were 197,600 warrants exercisable for Ordinary Shares outstanding. 

A fully diluted earnings per Ordinary Share has not been presented as the company has reported a loss for the period and as such the effect of the warrants outstanding at the reporting date is anti-dilutive.

13.  RELATED PARTY TRANSACTIONS

The directors' remuneration for Nicola Walker, Robert George Shepherd and Oliver Stuart Fox for the period was GBP 12,500, GBP 12,500 and GBP 89,769 respectively (12 months to 30 June 2023: GBP 25,000, GBP 25,000, GBP 160,430).

The directors received reimbursements in respect of travel and meeting expenses and sundry office costs of GBP 9,387 during the period (12 months to 30 June 2023: GBP 19,972).

Andrew Roberto Mankiewicz received GBP 17,972 (12 months to 30 June 2023: GBP 59,174) for advisory fees in the current period via the Company's agreement with Asia Wealth Group Pte. Ltd. The advisory agreement expired on 31 March 2024.

There have been no changes in the related parties transactions described in the last annual report that could have a material effect on the financial position or performance of the Company in the current financial period.

14.  ULTIMATE CONTROLLING PARTY

The Company is controlled by Tanglin Capital Limited which is the Parent company holding 50.61% of the issued Ordinary Shares, with Tanglin Capital Limited ultimately controlled by Andrew Roberto Mankiewicz.

15.  FINANCIAL RISK MANAGEMENT

The Company is exposed to a number of risks arising from the financial instruments it holds. The main risks to which the Company is exposed are market risk, credit risk and liquidity risk. The risk management policies employed by the Company to manage these risks are discussed below as follows:

MARKET RISK

Market risk is the risk that changes in market prices such as equity prices, interest rates and foreign exchange rates will affect the Company's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters while optimising the return.

Price risk

The Company is not directly or indirectly exposed to any significant price risk.

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Interest rate risk arises on interest-bearing financial instruments recognised in the Statement of Financial Position.

Cash and cash equivalents are interest bearing but not at significant levels.

Currency risk

The Company is exposed to currency risk arising from transactions in Singapore Dollars. Consequently, the Company is exposed to the risk that the exchange rate of its reporting currency relative to other foreign currencies may change in a manner that has an adverse effect on the fair value or future cash flows of the Company's financial assets or liabilities denominated in currencies other than GBP.

The Company holds all assets in GBP and does not consider the risk to be material to the financial statements.

CREDIT RISK

Credit risk is the risk of financial loss to the Company if a counterparty fails to meet its contractual obligations. Credit risk arises from cash and cash equivalents as well as outstanding receivables.

The Company assesses all counterparties for credit risk before contracting with them. The credit risk on cash and cash equivalents is mitigated by entering into transactions with counterparties that are regulated entities subject to prudential supervision, with high credit ratings assigned by international credit rating agencies. Cash and cash equivalents are held with Barclays Bank plc, which at the period end was assigned a credit rating of A by Standard and Poor's rating agency.

The maximum exposure to credit risk Is the carrying amount of the financial assets set out below.

LIQUIDITY RISK

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. This risk can arise from mismatches in the timing of cash flows relating to assets and liabilities. The Company receives funding from the shareholders and does not have significant ad hoc expenses to settle. The only significant expense that the Company is exposed to are general operating expenses.

The table below analyses the Company's financial assets and liabilities into the relevant maturity groupings based on the remaining period at the reporting date. The amounts in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances, as the impact of discounting is not significant.

16.  SUBSEQUENT EVENTS

There were no material events subsequent to the reporting date that require disclosure in these interim financial statements