FINTECH ASIA LIMITED
REPORT AND AUDITED FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD
FROM 1 JULY 2022 TO 31 DECEMBER 2023
FINTECH ASIA LIMITED
CONTENTS
Page 1
Page
Chief Executive Officer’s Statement
2
Board of Directors
4
Directors Report
6
Statement of directors’ responsibilities
11
Independent Auditors’ Report
12
Statement of Comprehensive Income
17
Statement of Financial Position
18
Statement of Changes in Equity
19
Statement of Cash Flows
20
Notes to the Financial Statements
21
Officers and advisors
32
FINTECH ASIA LIMITED
CHIEF EXECUTIVE OFFICER’S STATEMENT
Page 2
I am pleased to present the annual report and audited financial statements for Fintech Asia Limited (the “Company”) for
the 18 months to 31 December 2023.
Proposed Acquisition and Temporary Share Suspension
On 14 March 2023, the Company announced its entry into a head of terms to acquire the en�re issued share capital of
InvesCore Financial Group Pte. Ltd (“InvesCore” or the “Target”) (the “Proposed Acquisi�on”).
InvesCore is a group of companies with its primary opera�ons in the micro-finance sector, offering loans and investment
products to businesses and individuals, primarily in Asia, and has developed technologies, including a mobile applica�on,
to sell certain of its product lines. It is an exci�ng business that meets the characteris�cs that we have been looking for
to align to our acquisi�on strategy.
The Proposed Acquisi�on is classified as a reverse takeover in accordance with the FCA's Lis�ng Rules. Accordingly, the
Company requested the temporary suspension of its lis�ng on the London Stock Exchange which became effec�ve on
14 March 2023.
Since the announcement, the Company has con�nued to advance discussions with the Target with a view to agreeing
terms to conclude a defini�ve sale and purchase agreement and seek regulatory approval for future readmission of the
Company’s shares to trading on the Main Market of the London Stock Exchange. Alongside these discussions a detailed
due diligence process is being undertaken. We cannot, at this �me, confirm that these discussions and regulatory
approvals will be successful, however at the �me of publica�on we can confirm that the process remains ac�ve and
ongoing.
Administrator, Company Secretary, and Registered Office
On 24 March 2023, the Company appointed New Street Management Limited and NSM Services Limited as its
Administrator and Company Secretary, respec�vely. The Board wishes to thank Intertrust Interna�onal Management
Limited and Cosign Limited who previously fulfilled these func�ons. The Company’s registered office changed to Les
Echelons Court, Les Echelons, St Peter Port, Guernsey GY1 1AR effec�ve from that date.
Change of Accounting Date
On 21 June 2023, the Company changed its accoun�ng reference date and financial year end from 30 June to 31
December. Going forward the annual and interim reports will be published each year for the 12 months to 31 December
and 6 months to 30 June, respec�vely.
Convertible Loan Facility
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 made available in three tranches
over September and October 2023 with an interest rate equating to a fixed amount of five per cent. per annum. All
tranches of the Convertible Loan (£1 million) have been received by the Company.
On 15 November 2023, the Company announced it had obtained a further unsecured committed facility of up to £1
million via a convertible loan note instrument (the “Series B Convertible Loan”). The Series B Convertible Loan was made
available in two tranches over December 2023 and January 2024 with a further tranche to be provided during the first
quarter of 2024 with an interest rate equating to a fixed amount of five per cent. per annum. The first two tranches
(totalling £500,000) have been received by the Company with the remaining tranche expected shortly.
FINTECH ASIA LIMITED
CHIEF EXECUTIVE OFFICER’S STATEMENT
Page 3
The Convertible Loan and Series B Convertible Loan (together the “Convertible Loans”) are 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 con�nued support.
Oliver Fox
Chief Execu�ve Officer
19 February 2024
FINTECH ASIA LIMITED
BOARD OF DIRECTORS
Page 4
Oliver Stuart Fox - Chief Execu�ve Officer and Chairman
Oliver has 20 years of experience as an accountant, financial strategy partner and most recently regional business
development lead in the financial services sector covering banking, financial technology, financial informa�on and stock
exchanges. Originally from the UK, he has been based in Singapore since 2020 where most recently he was the Head of
Business Development for London Stock Exchange Primary Markets business in South-East Asia and Australasia.
Earlier in his career he spent nearly ten years with the Royal Bank of Scotland in financial partnering roles before joining
London Clearing House (LCH) in 2012 to lead on medium term financial planning and work on their majority acquisi�on
by London Stock Exchange Group (LSEG). Following this he joined innova�ve financial technology and informa�on
company Markit, suppor�ng them through their public lis�ng on Nasdaq and merger with IHS before re-joining LSEG in
2016 to focus on capital markets. His most recent role has been to represent LSEG in South-East Asia and Australasia to
iden�fy and evaluate IPO candidates focussing on the fintech and wider technology fields.
He has significant experience over the last 10 years of advising execu�ve commitee members on financial strategy and
performance, new business case development and evalua�on of poten�al fintech acquisi�ons. He also has extensive
knowledge of the evolving fintech sector and its applicability to Asian growth markets and has been a regular contributor
at events for earlier stage fintech companies in the region.
Oliver holds an MBA with dis�nc�on from the University of Strathclyde (2016) as well as an honours law degree (2001)
and has been an associate member of the Chartered Ins�tute of Management Accountants (CIMA) since 2008.
Robert George Shepherd – Independent Non-Execu�ve Director
Robert has been a lawyer for 30 years in London and Guernsey. Trained at Clifford Chance, he was admited as a Solicitor
of the Supreme Court of England and Wales in 1993. He moved to Mourant Ozannes (then Ozannes) in 1999 and was
made a Partner at Mourant Ozannes from 2003 to 2020 during which �me he served as Managing Partner for 10 years
and Senior Partner for the last 6 years.
Robert has extensive legal experience in a full range of corporate and commercial disputes, including financial services,
private client, trust, banking and other regulatory maters including inves�ga�ons and prosecu�ons. Both in London and
Guernsey he has assisted businesses at the fron�ers of innova�ve financial services products to navigate relevant
regulatory and contractual obstacles.
Robert is now a licensed fiduciary with a por�olio of trusteeships and other appointments with a focus on advising
UHNW families and on good governance and regulatory compliance. He is also Execu�ve Chairman of the Guernsey
Cheshire Home which involves a large degree of engagement with the public sector as well as dealing with all the staff
and opera�onal issues that arise from running a large care home.
Robert graduated from King’s College London (LLB) and the University of Paris (Panthéon-Sorbonne) with a Maîtrise and
also an LLM in Interna�onal and Environmental Law from the University of London. He speaks fluent French.
FINTECH ASIA LIMITED
BOARD OF DIRECTORS
Page 5
Nicola Jane Walker – Independent Non-Execu�ve Director
Nicola has an extensive background as a non-execu�ve director over the last 20 years. This includes experience in
investment management with significant AUM ranging from life sciences to property. Nicola also has established and
grown two fund and fiduciary businesses in Guernsey since 2003, both involving interna�onal business development
and transac�onally ac�ve structures.
Nicola established Schroders Private Equity Services in Guernsey in 2003, having been asked to relocate from Schroders
Bermuda to raise the Group’s profile in the Eurozone. Upon acquisi�on by JPMorgan she became Managing Director of
JP Morgan Private Equity Services. From 2010 she created a successful business which was sold in 2020. Since her exit
she has built a small por�olio of independent non-execu�ve directorships in the private equity and alterna�ve assets
space. During her tenure in administra�on she has collaborated with various fintech pla�orm providers to ensure her
businesses took advantage of the most relevant and forward thinking tech systems enabling efficiency for external
repor�ng and investors alike. These solu�ons ranged from electronic board packs to databases and client due diligence
depositories.
Nicola is a member of the Ins�tute of Directors in Guernsey and was a member of the commitee of administrators of
the Guernsey Investment Funds Associa�on from 2018 to 2020. She currently sits on the Business Beats Cancer
commitee in Guernsey, affiliated with Cancer Research UK.
Nicola graduated from No�ngham Trent University and is a Fellow of the Ins�tute of Chartered Governance. She lived
in France and Germany during her university studies and speaks both French and German.
FINTECH ASIA LIMITED
DIRECTORS’ REPORT
Page 6
The Directors of Fintech Asia Limited (the “Company”) are pleased to submit their Report and Audited Financial
Statements (the “Financial Statements”) for the period from 1 July 2022 to 31 December 2023.
GENERAL
The Company's registra�on number is 69264 and its registered office is Les Echelons Court, Les Echelons, St Peter Port,
Guernsey, GY1 1AR.
On 15 September 2022, the Company was admited to the main market for listed securi�es on the London Stock
Exchange under the �cker symbol "FINA", with shares registered with an ISIN of GG00BPGZTM87 and SEDOL of
BPGZTM8.
PRINCIPAL ACTIVITY AND BUSINESS REVIEW
The principal ac�vity of the Company is to undertake the acquisi�on of one or more companies or businesses in the
financial technology sector that offer new technologies that seek to improve and automate the delivery and use of
financial services in Asia, or from Asia into the Western economies.
On 14 March 2023, the Company announced its entry into a head of terms to acquire the en�re issued share capital of
InvesCore Financial Group Pte. Ltd (“InvesCore”) (the “Proposed Acquisi�on”).
InvesCore is a group of companies with its primary opera�ons in the micro-finance sector, offering loans and investment
products to businesses and individuals, primarily in Asia, and has developed technologies, including a mobile applica�on,
to sell certain of its product lines. It is an exci�ng business that meets the characteris�cs that we have been looking for
to align to our acquisi�on strategy.
The Proposed Acquisi�on is classified as a reverse takeover in accordance with the FCA's Lis�ng Rules. Accordingly, the
Company requested the temporary suspension of its lis�ng on the London Stock Exchange which became effec�ve on
14 March 2023.
On 27 March 2023, the Company announced that, with effect from 24 March 2023, it had appointed New Street
Management Limited and NSM Services Limited of Les Echelons Court, Les Echelons, St Peter Port, Guernsey GY1 1AR
as its Administrator and Company Secretary. Intertrust Interna�onal Management Limited and Cosign Limited having
previously fulfilled these func�ons. The Company’s registered office address also changed to Les Echelons Court, Les
Echelons, St Peter Port, Guernsey GY1 1AR effec�ve from that date.
On 7 June 2023, Crowe UK LLP resigned as auditor to the Company, and PKF Litlejohn LLP were appointed by the Board
on 6 December 2023.
On 21 June 2023, the Company announced a change to its accoun�ng reference date and financial year end from 30
June to 31 December. Going forward annual and interim reports will be published each year for the 12 months to 31
December and 6 months to 30 June respec�vely.
On 8 September 2023, the Company obtained an unsecured commited facility of £1 million via a conver�ble loan note
instrument dated 8 September 2023 between the Company and IVC Estonia OU (the “Noteholder”)(the “Conver�ble
Loan”). The Conver�ble 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 documenta�on in respect of the Proposed Acquisi�on. The
Noteholder is 100% owned by an exis�ng shareholder of InvesCore.
On 15 November 2023, the Company announced that it had obtained a further unsecured commited facility of up to £1
million via a conver�ble loan note instrument dated 14 November 2023 between the Company and IVC Estonia OU (the
“Series B Conver�ble Loan”). The Series B Conver�ble Loan is on similar terms to the Conver�ble Loan and for the same
inten�ons.
FINTECH ASIA LIMITED
DIRECTORS’ REPORT
Page 7
RESULTS
The results for the period are shown in the Statement of Comprehensive Income on page 17. The financial posi�on of
the Company at the period end is shown in the Statement of Financial Posi�on on page 18.
KEY PERFORMANCE INDICATORS
The Company seeks to apply Key Performance Indicators (KPI’s) that are relevant to the nature and opera�ons of the
business and allow the Board of Directors to reliably measure the performance of the business against expecta�ons on
a regular basis. As the Company’s sole opera�ons are the con�nued efforts towards securing the acquisi�on of a suitable
business, the Board considers that the only KPI of relevance to assessing the performance of the business is the level of
cash and cash equivalents. As at the period end, the Company had £312,671 in cash and cash equivalents (YE 2021:
£215,885).
Following the successful comple�on of an acquisi�on the Board will assess and implement a range of KPI’s for the
ongoing monitoring of performance, appropriate to the nature and opera�ons of the combined business.
DIVIDEND
There have been no dividends declared or paid by the Company during the period under review.
PRINCIPAL RISKS AND UNCERTAINTIES
The following is a summary of key risks that, alone or in combina�on with other events or circumstance, the Directors
has determined could have a material adverse effect on the Company’s business, financial condi�on, results of
opera�ons and prospects. The Company has considered circumstances such as the probability of the risk materialising,
the poten�al impact which the materialisa�on of the risk could have on the Company’s business, financial condi�on,
and prospects, and the aten�on that management would, on the basis of current expecta�ons, have to devote to these
risks if they were to materialise:
• the Company’s future success is dependent upon its ability not only to iden�fy opportuni�es but also to execute
a successful acquisi�on;
• although the Company will conduct due diligence on poten�al acquisi�ons to a level considered appropriate
and reasonable by the Directors, material adverse issues may not be revealed;
• the Company may need to seek addi�onal sources of funding to implement its strategy; and
• the performance of sectors in which the Company intends to invest may be affected by changes in general
economic ac�vity levels which are beyond the Company’s control.
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 mi�gated, is set out in note 15
to the financial statements.
BOARD COMPOSITION
The Board comprises three directors, their biographies appear on page 4 and 5 demonstrating the wide range of skills
and experience they each bring to the Board.
FINTECH ASIA LIMITED
DIRECTORS’ REPORT
Page 8
DIRECTORS’ INTERESTS
The Directors had the following interests in the Company as at 31 December 2023:
Number
Percentage
Nicola Jane Walker
-
-
Robert George Shepherd
-
-
Oliver Stuart Fox
1,000,000
5.06%
BOARD MEETINGS
During the period under review, the number of Board mee�ngs atended by the directors was as follows:
Director
Number of Mee�ngs
Nicola Jane Walker
8 of 8
Robert George Shepherd
7 of 8
Oliver Stuart Fox
8 of 8
DIRECTORS’ REMUNERATION
Remunera�on paid to the Directors’ during the period to 31 December 2023 is summarised in the table below:
Per annum
Period 1 July 2022 to
31 December 2023
Actual
Period 28 May 2021
to 30 June 2022
Actual
GBP
GBP
Nicola Jane Walker
GBP 25,000
37,500
4,167
Robert George Shepherd
GBP 25,000
37,500
4,167
Oliver Stuart Fox
1
SGD 300,000
251,089
20,706
Andrew Roberto Mankiewicz
2
-
57,333
Cosign Services Limited and Spread
Services Limited
3
-
1,383
Total
326,089
87,756
1
Oliver Fox is due SGD 180,000 per annum for his role as director and CEO and from 19 December 2022 an addi�onal
SGD 120,000 for work during the nego�a�ons of the proposed acquisi�on.
2
Andrew Mankiewicz resigned as a director on 18 April 2022.
3
Cosign Services Limited and Spread Services Limited resigned as directors on 1 October 2021.
ADVISOR
The Company appointed
Asia Wealth Group Pte. Ltd. as an Advisor on 19 April 2022 for the provision of services in
connec�on with a poten�al acquisi�on on an ongoing basis un�l such �me as an acquisi�on is completed.
Advisory fees of £95,394 and expense reimbursements of £16,410 were paid to Asia Wealth Group Pte. Ltd. during the
period to 31 December 2023 (2022: nil).
Andrew Mankiewicz is the ul�mate controlling party of Asia Wealth Group Pte. Ltd.
FINTECH ASIA LIMITED
DIRECTORS’ REPORT
Page 9
SUBSTANTIAL SHAREHOLDERS
Below is a table summarising the shareholders holding 5% or more of the total number of Shares in issue as at 31
December 2023
Number
Percentage
Tanglin Capital Limited
1
10,000,000
50.61%
Xangbo Global Markets Pte. Ltd
3,000,000
15.18%
Oliver Stuart Fox
1,000,000
5.06%
1
Tanglin Capital Limited is controlled by Andrew Mankiewicz.
CLIMATE-RELATED FINANCIAL DISCLOSURES
As the Company has not completed an acquisi�on and given the minor level of opera�ons in the period and the lack of
any office space, the carbon footprint and climate change impact of the Company’s opera�ons are considered to be
negligible. As a result, the Directors do not consider any disclosure under the Task Force on Climate-related Disclosures
(TCFD) is required at this juncture. However, once the Company has completed an acquisi�on and transi�oned into an
opera�ng company, it will revisit its posi�on on climate related disclosures accordingly.
CORPORATE GOVERNANCE STATEMENT
As a company with a standard lis�ng, the Company is not required to comply with the provisions of the UK Corporate
Governance Code.
The Directors have decided, so far as is prac�cable given the Company’s size and nature, to voluntarily adopt and comply
with the Quoted Companies Alliance’s Corporate Governance Code (the “QCA Code”). However, at present, due to the
size and nature of the Company, the Directors acknowledge that adherence to certain provisions of the QCA Code may
be delayed un�l such �me as the Directors are able to fully adopt them.
Following an acquisi�on, the Company will seek to develop its corporate governance posi�on and will address key
differences to the QCA Code. Specifically, it is an�cipated that this will include:
i. the publica�on of key performance indicators;
ii. an enhanced risk management framework tailored to the opera�ng assets and strategic direc�on of the
enlarged en�ty;
iii. a formalised board evalua�on process including succession planning;
iv. the implementa�on of nomina�on, remunera�on and audit and risk commitees;
v. the development of a corporate and social responsibility policy;
vi. a review of the composi�on of the board including if a separate Chairman should be appointed; and
vii. formula�on of a suitable diversity policy.
GOING CONCERN
The Directors believe that the Company has adequate financial resources to con�nue its opera�onal 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 es�mates and judgements applied in arriving at this conclusion.
Accordingly, the Directors believe that it is appropriate to con�nue to adopt the going concern basis in preparing the
financial statements.
DISCLOSURE OF INFORMATION TO AUDITOR
So far as the Directors are aware, there is no relevant audit informa�on of which the Auditor is unaware. The Directors
have taken all steps that they ought to have taken as Directors to make themselves aware of any relevant audit
informa�on and to establish that the Auditor is aware of that informa�on.
FINTECH ASIA LIMITED
DIRECTORS’ REPORT
Page 10
AUDITOR
On 7 June 2023 Crowe U.K. LLP, which was appointed at the Annual General Mee�ng on 24 October 2022, resigned as
auditor to the Company. The Board began a review of other poten�al firms to act in this role and on 6 December 2023
PKF Litlejohn LLP was appointed by the Board to act as auditor to the Company. A resolu�on proposing the
reappointment of PKF Litlejohn LLP will be submited at the next annual general mee�ng of the Company.
Signed on behalf of the Board by:
Nicola Walker
Director
19 February 2024
FINTECH ASIA LIMITED
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
Page 11
The Directors are responsible for preparing this Report and Financial Statements, in accordance with applicable law and
regula�ons.
The Companies (Guernsey) Law, 2008, as amended (the “Law”) requires the Directors to prepare financial statements
for each financial year. Under the Law, the Directors have elected to prepare the Financial Statements in accordance
with the Interna�onal Financial Repor�ng Standards ("IFRS") as adopted by the United Kingdom ("IFRS UK"). IFRS UK
include standards and interpreta�ons approved by the Interna�onal Accoun�ng Standards Board, including Interna�onal
Accoun�ng Standards ("IAS") and interpreta�ons issued by the Interna�onal Financial Repor�ng Interpreta�ons
Commitee who replaced the Standards Interpreta�ons Commitee. Under the Law, the Directors must not approve
financial statements unless they are sa�sfied that they give a true and fair view of the state of affairs of the Company
and of the profit or loss of the Company for that period.
In preparing this Report and Financial Statements, the Directors are required to:
• select suitable accoun�ng policies and then apply them consistently;
• make judgments and es�mates that are reasonable and prudent;
• prepare the Financial Statements on a going concern basis unless it is inappropriate to presume that the
Company will con�nue in business; and
• state whether all applicable IFRS standards have been followed, subject to any material departures disclosed
and explained in the financial statements.
The Directors are responsible for keeping proper accoun�ng records that are sufficient to show and explain the
Company’s transac�ons and which disclose with reasonable accuracy at any �me the financial posi�on of the Company
and enable them to ensure that its financial statements comply with the Law. 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
irregulari�es.
The Directors hereby confirm to the best of their knowledge that:
• the Report and Financial Statements, prepared in accordance with the applicable accoun�ng standards, give a
true and fair view of the assets, liabili�es, financial posi�on and profit or loss of the Company;
• the Report and Financial Statements includes, or incorporates by reference, a fair review of the development
and performance of the business and the posi�on of the Company, together with a descrip�on of the principal
risks and uncertain�es it faces; and
• this Report and Financial Statements taken as a whole, is fair, balanced and understandable and provides the
informa�on necessary for shareholders to assess the Company’s posi�on and performance and principal risks.
Signed on behalf of the Board by:
Nicola Walker
Director
19 February 2024
FINTECH ASIA LIMITED
AUDITORS REPORT
Page 12
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FINTECH ASIA LIMITED
Opinion
We have audited the financial statements of Fintech Asia Limited (the ‘company’) for the period ended 31 December
2023 which comprise the Statement of Comprehensive Income, the Statement of Financial Posi�on, the Statement of
Changes in Equity, the Statement of Cash Flows and notes to the financial statements, including significant accoun�ng
policies. The financial repor�ng framework that has been applied in their prepara�on is the applicable law and UK-
adopted interna�onal accoun�ng standards.
In our opinion, the financial statements:
• give a true and fair view of the state of the company’s affairs as at 31 December 2023 and of its loss for the
period then ended;
• have been properly prepared in accordance with UK-adopted interna�onal accoun�ng standards; and
• have been prepared in accordance with the requirements of the Companies (Guernsey) Law, 2008.
Basis for opinion
We conducted our audit in accordance with Interna�onal Standards on Audi�ng (UK) (ISAs (UK)) and applicable law. Our
responsibili�es under those standards are further described in the Auditor’s responsibili�es for the audit of the financial
statements sec�on of our report. We are independent of the company in accordance with the ethical requirements that
are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed
en��es, and we have fulfilled our other ethical responsibili�es in accordance with these requirements. We believe that
the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material uncertainty rela�ng to going concern
We draw aten�on to note 4 in the financial statements which indicate the events or condi�ons that may cast significant
doubt on the en�ty’s ability to con�nue as a going concern. The company is in the process of a target acquisi�on however
if the transac�on does not complete for various reasons, a break fee is receivable from the target. The Directors consider
the break fee to be sufficient to setle all remaining costs incurred in support of the transac�on up to the point where
any such decision to proceed has not been made. Under such a scenario, the outstanding conver�ble loan notes payable
by the Company would be conver�ble into ordinary shares at the elec�on of the Noteholder, or setled by other means
as agreed between the Company and the Noteholder. As the setlement or conversion of the loan notes are at the
discre�on of the Noteholder there exists a level of uncertainty over the exact quantum and �ming of the availability of
the above sources of future funding which the Company may require in the event that the proposed transac�on does
not proceed, and the Noteholders do not elect to convert the notes into ordinary shares of the Company. As stated in
note 4, these events or condi�ons indicate that a material uncertainty exists that may cast doubt on the company’s
ability to con�nue as a going concern. Our opinion is not modified in respect of this mater.
In audi�ng the financial statements, we have concluded that the director's use of the going concern basis of accoun�ng
in the prepara�on of the financial statements is appropriate. Our evalua�on of the directors’ assessment of the
company’s ability to con�nue to adopt the going concern basis of accoun�ng included:
• reviewing the company’s going concern assessment, including the considera�on of prospec�ve forecasts;
• ensuring the calcula�ons applied in the forecasts are mathema�cally accurate and in line with the company’s
forecas�ng methods;
• reviewing and challenging key assump�ons and inputs applied by management and agreeing them to
suppor�ng evidence;
• evalua�ng the appropriateness of stress tests performed by the Directors; and
FINTECH ASIA LIMITED
AUDITORS REPORT
Page 13
• reviewing management’s going concern disclosures to ensure they are fair, balanced and understandable to the
users of the financial statements, as well as consistent with management’s going concern assessment.
Our responsibili�es and the responsibili�es of the directors with respect to going concern are described in the relevant
sec�ons of this report.
Our applica�on of materiality
We have determined the materiality for the company to be £170,046 which is 5% of the loss before tax. The company is
in the early stages of opera�ons and is profit oriented. The loss before tax is selected as the most appropriate benchmark
as it serves as a key measure of the company’s financial strength as viewed by the users of the financial statements.
Based on our risk assessment, our judgement was that performance materiality be set at 50% of our overall materiality.
This is due to the heightened risk of the engagement being our first year audi�ng the financial statements of the
company. The performance materiality for the company is £85,023.
We agreed with management and the Directors that we would report to them all audit differences in excess of 5% which
is £8,502 for the company as well as misstatements below those amounts that, in our view, warranted repor�ng for
qualita�ve reasons.
Our approach to the audit
In designing our audit, we determined materiality, as above, and assessed the risks of material misstatement in the
financial statements. In par�cular, we looked at areas involving significant accoun�ng es�mates and judgements by the
Directors and considered future events that are inherently uncertain. These areas included management override of
controls and the recogni�on, classifica�on and measurement of the conver�ble loan notes.
Key audit maters
Key audit maters are those maters that, in our professional judgment, were of most significance in our audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement
(whether or not due to fraud) we iden�fied, including those which had the greatest effect on: the overall audit strategy,
the alloca�on of resources in the audit; and direc�ng the efforts of the engagement team. These maters were addressed
in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these maters. . In addi�on to the mater described in the Material uncertainty related to
going concern sec�on we have determined the maters described below to be the key audit maters to be communicated
in our report.
Key Audit Mater
How the scope of our audit responded to the key audit
mater
Recogni�on, classifica�on and measurement of the
Conver�ble Loan Notes (“CLN”). Carrying value at 31
December 2023: £1,262,808 (30 June 2022: £nil)
Due to their nature, the recogni�on, classifica�on and
measurement of the CLNs can be complex which can
have a significant effect on the appropriate accoun�ng
classifica�on and measurement. Judgement is required
when interpre�ng key contractual features which
underpin the recogni�on and classifica�on of the CLNs
into debt or equity or both. The use of an inappropriate
judgement or assump�on could result in a material
Our work in this area included:
•
Understanding and evaluating the design and
implementation of the key controls in relation to the
CLNs;
•
Reviewing the deeds setting out the contractual
conditions for the conversion of the loans to equity;
FINTECH ASIA LIMITED
AUDITORS REPORT
Page 14
misstatement, therefore we have iden�fied a key audit
mater in this respect.
Refer to note 8 in the financial statements.
• Testing the completeness and accuracy of the CLNs
calculation which underpin the amount recognised
in the financial statements;
•
Testing the loan amounts at initial recognition
including agreement to bank statements;
• With the support of our financial instruments and
valuation experts, we challenged the
appropriateness of the judgement and assumptions
and inputs used by management in determining the
recognition, classification (IAS 32) and measurement
of the CLNs; and
•
Reviewing the appropriateness of the associated
disclosures in the financial statements for the CLNs.
Based on our work performed, we have no issues to
report in respect of this key audit mater.
Other informa�on
The other informa�on comprises the informa�on included in the report and audited financial statements, other than
the financial statements and our auditor’s report thereon. The directors are responsible for the other informa�on
contained within the report and audited financial statements. Our opinion on the financial statements does not cover
the other informa�on and we do not express any form of assurance conclusion thereon. Our responsibility is to read the
other informa�on and, in doing so, consider whether the other informa�on is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we
iden�fy such material inconsistencies or apparent material misstatements, we are required to determine whether this
gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed,
we conclude that there is a material misstatement of this other informa�on, we are required to report that fact.
We have nothing to report in this regard.
Maters on which we are required to report by excep�on
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit,
we have not iden�fied material misstatements in the chief execu�ve officer’s statement or the directors’ report. We
have nothing to report in respect of the following maters in rela�on to which the Companies (Guernsey) Law, 2008
requires us to report to you if, in our opinion:
• certain disclosures of directors’ remunera�on specified by law are not made; or
• we have not received all the informa�on and explana�ons we require for our audit.
Responsibili�es of directors
As explained more fully in the statement of directors’ responsibili�es, the directors are responsible for the prepara�on
of the financial statements and for being sa�sfied that they give a true and fair view, and for such internal control as the
directors determine is necessary to enable the prepara�on of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company’s ability to con�nue as a
going concern, disclosing, as applicable, maters related to going concern and using the going concern basis of accoun�ng
FINTECH ASIA LIMITED
AUDITORS REPORT
Page 15
unless the directors either intend to liquidate the company or to cease opera�ons, or have no realis�c alterna�ve but to
do so.
Auditor’s responsibili�es for the audit of the financial statements
Our objec�ves are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs
(UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
Irregulari�es, including fraud, are instances of non-compliance with laws and regula�ons. We design procedures in line
with our responsibili�es, outlined above, to detect material misstatements in respect of irregulari�es, including fraud.
The extent to which our procedures are capable of detec�ng irregulari�es, including fraud is detailed below:
• We obtained an understanding of the company and the sector in which it operates to iden�fy laws and
regula�ons that could reasonably be expected to have a direct effect on the financial statements. We obtained
our understanding in this regard through discussions with management, review of board minutes and
applica�on of cumula�ve audit knowledge and experience of the sector.
• We determined the principal laws and regula�ons relevant to the company in this regard to be those arising
from the Companies (Guernsey) Law 2008 and the FCA lis�ng rules.
• We designed our audit procedures to ensure the audit team considered whether there were any indica�ons of
non-compliance by the company with those laws and regula�ons. These procedures included, but were not
limited to:
o Review of board minutes;
o Review of legal expenses during the year; and
o Enquiries of management and the directors.
• We also iden�fied the risks of material misstatement of the financial statements due to fraud. We considered,
in addi�on to the non-rebutable presump�on of a risk of fraud arising from management override of controls,
the poten�al for management bias in rela�on to the recogni�on, classifica�on and measurement of the CLNs.
We refer you to the key audit mater for further details on how we addressed this.
• As in all of our audits, we addressed the risk of fraud arising from management override of controls by
performing audit procedures which included, but were not limited to: the tes�ng of journals; reviewing
accoun�ng es�mates for evidence of bias; and evalua�ng the business ra�onale of any significant transac�ons
that are unusual or outside the normal course of business.
Because of the inherent limita�ons of an audit, there is a risk that we will not detect all irregulari�es, including those
leading to a material misstatement in the financial statements or non-compliance with regula�on. This risk increases
the more that compliance with a law or regula�on is removed from the events and transac�ons reflected in the financial
statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding
irregulari�es occurring due to fraud rather than error, as fraud involves inten�onal concealment, forgery, collusion,
omission or misrepresenta�on.
A further descrip�on of our responsibili�es for the audit of the financial statements is located on the Financial
Repor�ng Council’s website at: www.frc.org.uk/auditorsresponsibili�es.
This descrip�on forms part of our auditor’s
report.
FINTECH ASIA LIMITED
AUDITORS REPORT
Page 16
Other mater
The financial statements for the period ended 30 June 2022, forming the corresponding figures for the financial
statements for the period ending 31 December 2023, are unaudited.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with our engagement leter dated 7
December 2023. Our audit work has been undertaken so that we might state to the company’s members those maters
we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permited by law,
we do not accept or assume responsibility to anyone, other than the company and the company's members as a body,
for our audit work, for this report, or for the opinions we have formed.
James Wilkinson 15 Wes�erry Circus
For and on behalf of PKF Litlejohn LLP Canary Wharf
Registered Auditor London E14 4HD
19 February 2024
FINTECH ASIA LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE 18 MONTH PERIOD FROM 1 JULY 2022 TO 31 DECEMBER 2023
The accompanying notes on pages 21 to 32 form an integral part of these financial statements
Page 17
Period 1 July 2022 to
31 December 2023
Period 28 May 2021
to 30 June 2022
(unaudited)
Notes
GBP
GBP
Income
Bank and other interest
9,667
35
Total income
9,667
35
Expenses
Operating expenses
5
(3,409,682)
(397,351)
Total expenses
(3,409,682)
(397,351)
Foreign exchange movement
(907)
(655)
Loss before tax
(3,400,922)
(397,971)
Tax
9
-
-
Total comprehensive loss
(3,400,922)
(397,971)
Earnings/(loss) per share (pence)
Basic
12
(0.18p)
(0.02p)
Diluted
12
(0.17p)
(0.02p)
FINTECH ASIA LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
The accompanying notes on pages 21 to 32 form an integral part of these financial statements
Page 18
The financial statements were approved and authorised for issue by the Board of Directors on 19 February 2024 and
were signed on its behalf by:
Nicola Walker
Director
As at
As at
31 December 2023
30 June 2022
(unaudited)
Notes
GBP
GBP
GBP
GBP
Current assets
Cash and cash equivalents
312,671
215,885
Other current assets
6
13,366
5,192
326,037
221,077
Current liabilities
Accounts payable
7
(771,122)
(33,048)
Convertible loans
8
(1,262,808)
-
(2,033,930)
(33,048)
Net current
(liabilities)/assets
(1,707,893)
188,029
Net (liabilities)/assets
(1,707,893)
188,029
Capital and Reserves
Share capital
10
-
-
Share premium
10
2,041,000
586,000
Share based payments
10
50,000
-
Retained earnings
(3,798,893)
(397,971)
Total equity
(1,707,893)
188,029
FINTECH ASIA LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE 18 MONTH PERIOD FROM 1 JULY 2022 TO 31 DECEMBER 2023
The accompanying notes on pages 21 to 32 form an integral part of these financial statements
Page 19
Notes
Share
Capital
Share
Premium
Share based
payments
Retained
earnings
Total
GBP
GBP
GBP
GBP
GBP
Balance at 28 May 2021
(unaudited)
-
-
-
-
-
Share capital issued
10
1
586,000
-
-
586,001
Redemption of redeemable
shares
10
(1)
-
-
-
(1)
Total comprehensive loss
-
-
-
(397,971)
(397,971)
Balance at 30 June 2022
(unaudited)
-
586,000
-
(397,971)
188,029
Shares issued
10
-
1,455,000
50,000
-
1,505,000
Total comprehensive loss
-
-
-
(3,400,922)
(3,400,922)
Balance at 31 December 2023
-
2,041,000
50,000
(3,798,893)
(1,707,893)
FINTECH ASIA LIMITED
STATEMENT OF CASH FLOWS
FOR THE 18 MONTH PERIOD FROM 1 JULY 2022 TO 31 DECEMBER 2023
The accompanying notes on pages 21 to 32 form an integral part of these financial statements
Page 20
31 December 2023
30 June 2022
(unaudited)
Notes
GBP
GBP
Operating activities
Loss for the period
(3,400,922)
(397,971)
Adjustments for:
Share based payment charge
50,000
-
Movement in receivables
6
(8,174)
(5,192)
Movement in payables
7
738,074
33,048
Interest expense
12,808
-
Net cash flow from operating activities
(2,608,214)
(370,115)
Financing activity
Share capital issued
10
1,455,000
586,000
Convertible loans
8
1,250,000
-
Net cash flow from financing activities
2,705,000
586,000
Net change in cash and cash equivalents
96,786
215,885
Cash and cash equivalents at the beginning of the period
215,885
-
Cash and cash equivalents at the end of the period
312,671
215,885
FINTECH ASIA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD FROM 1 JULY 2022 TO 31 DECEMBER 2023
Page 21
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 registra�on number is
69264. On 15 September 2022 the Company was admited to the main market for listed securi�es of the London
Stock Exchange under the �cker symbol "FINA" with shares registered with an ISIN of GG00BPGZTM87 and SEDOL
of BPGZTM8.
On 14 March 2023, the Company announced that it had entered into a head of terms to acquire the en�re issued
share capital of InvesCore Financial Group Pte. Ltd. (“InvesCore” or the "Proposed Acquisi�on”). The Proposed
Acquisi�on is classified as a reverse takeover in accordance with the FCA's Lis�ng Rules. Accordingly, the Company
requested the temporary suspension of its lis�ng on the London Stock Exchange.
On 21 June 2023, the Company announced that it had changed its accoun�ng date from 30 June to 31 December.
New Standards, Amendments and Interpretations Not Yet Adopted
At the date of approval of these Financial Statements, the following standards and interpretations, which have not
been applied in these Financial Statements were in issue but not yet effective:
•
Amendments to IAS 1: Classifications of current or non-current liabilities (effective 1 January 2024);
•
Amendments to IAS 8: Accounting Policies, Changes to Accounting Estimates and Errors (effective 1 January
2023);
•
Amendments to IAS 12: Income Taxes – Deferred Tax arising from a Single Transaction (effective 1 January
2023).
•
Amendments to IAS 1: Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of
Accounting Policies (effective 1 January 2023).
The effect of these new and amended Standards and Interpretations, which are in issue but not yet mandatorily
effective, is not expected to be material.
Standards Adopted Early by the Company
The Company has not adopted any standards or interpretations early in either the current or the preceding
financial period.
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 Interna�onal Accoun�ng Standards ("IAS’s"). IAS’s include
standards and interpreta�ons approved by the Interna�onal Accoun�ng Standards Board (“IASB”) and
interpreta�ons issued by the Interna�onal Financial Repor�ng Interpreta�ons Commitee who replaced the
Standards Interpreta�ons Commitee.
2. BASIS OF PREPARATION
The financial statements have been prepared under the historical cost conven�on, modified to include certain items
at fair value, and in accordance with IAS’s. IAS’s include standards and interpreta�ons approved by the IASB.
The func�onal and presenta�on currency of these financial statements is Pounds Sterling.
FINTECH ASIA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD FROM 1 JULY 2022 TO 31 DECEMBER 2023
Page 22
3. SIGNIFICANT ACCOUNTING POLICIES
Financial Assets
The Company's financial assets are cash and cash equivalents and other current assets. The classifica�on is
determined by management at ini�al recogni�on and depends on the purpose for which the financial assets are
acquired.
The Company ini�ally recognises receivables issued when the Company becomes a party to the contractual
provisions of the instrument. Financial assets are ini�ally recognised at fair value plus transac�on costs for all
financial assets not carried at fair value through profit or loss.
Receivables are subsequently carried at amor�sed cost using the effec�ve interest method. Amor�sed cost is the
ini�al measurement amount adjusted for the amor�sa�on of any differences between the ini�al and maturity
amounts using the effec�ve 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 maturi�es of three months or less and bank overdra�s.
Other current assets
Other current assets principally consist of prepayments which are carried at amor�sed cost. The Company assesses
at each end of the repor�ng period whether there is objec�ve 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 objec�ve evidence of impairment as a result of one or more events that have occurred a�er the ini�al
recogni�on of the asset (a ‘loss event’) and that loss event (or events) has an impact on the es�mated future cash
flows of the financial asset or group of financial assets that can be reliably es�mated.
The amount of the loss is measured as the difference between the asset’s carrying amount and the present value
of es�mated future cash flows (excluding future credit losses that have not been incurred) discounted at the
financial asset’s original effec�ve 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 objec�vely
to an event occurring a�er the impairment was recognised (such as an improvement in the debtor’s credit ra�ng),
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 substan�ally all risks and rewards of ownership or has not
retained control of the financial asset.
Financial liabilities
All financial liabili�es are ini�ally recognised on the trade date when the en�ty becomes party to the contractual
provisions of the instrument.
Financial liabili�es which include trade and other payables and are recognised ini�ally at fair value, net of directly
atributable transac�on costs.
Financial liabili�es are subsequently stated at amor�sed cost, using the effec�ve interest method. Financial liabili�es
are classified as current liabili�es if payment is due to be setled within one year or less a�er the end of the repor�ng
period (or in the normal opera�ng cycle of the business, if longer), or the Company does not have an uncondi�onal
right to defer setlement of the liability for at least twelve months a�er the end of the repor�ng period. Otherwise,
these are presented as non-current liabili�es.
FINTECH ASIA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD FROM 1 JULY 2022 TO 31 DECEMBER 2023
Page 23
3. SIGNIFICANT ACCOUNTING POLICIES (con�nued)
Financial liabilities (continued)
Financial liabili�es are derecognised from the statement of financial posi�on only when the obliga�ons are
ex�nguished either through discharge, cancella�on, or expira�on. The difference between the carrying amount of
the financial liability derecognised and the considera�on paid or payable is recognised in profit or loss.
Equity
Share capital represents the nominal value of shares that have been issued.
Equity-setled transac�ons are measured at fair value (excluding the effect of non-market-based ves�ng condi�ons)
at the date of grant. The fair value determined at the grant date of the equity-setled share-based payments is
expensed on the date of grant.
Share premium includes any contribu�ons from equity holders over and above the nominal value of shares issued.
Any transac�on costs associated with the issuance of shares are deducted from share premium.
Retained earnings represent all current period results of opera�ons as reported in the statement of profit or loss,
reduced by the amounts of dividends declared.
Conver�ble loan notes
The Company issues conver�ble loan notes (“CLN’s”) to investors as one of its primary means of raising funding
prior to the comple�on of the proposed transac�on and readmission of the combined group to trading. All CLN’s
issued in a year are assessed under the classifica�on 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
consis�ng 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 accoun�ng policies for such instruments as appropriate.
The Company ini�ally recognises receivables issued when the Company becomes a party to the contractual
provisions of the instrument. Financial assets are ini�ally recognised at fair value plus transac�on costs for all
financial assets not carried at fair value through profit or loss.
Share-based payments
The Company operates equity-setled 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 op�ons is calculated using the Black Scholes model, taking into account the terms and condi�ons
upon which the op�ons were granted.
The fair value of shares issued is measured using the observable market value.
FINTECH ASIA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD FROM 1 JULY 2022 TO 31 DECEMBER 2023
Page 24
3. SIGNIFICANT ACCOUNTING POLICIES (con�nued)
Costs and expenses
Cost and expenses are recognised in profit or loss upon u�lisa�on 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 obliga�ons 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 prepara�on of financial statements in accordance with IAS requires the Directors to make judgements,
es�mates and assump�ons that affect the applica�on of policies and the reported amounts of assets and liabili�es
and income and expenses. The es�mates and associated assump�ons are based on various factors that are believed
to be reasonable under the circumstances. Actual results may differ from these es�mates.
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
with InvesCore, 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.
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.
In the event that the Proposed Acquisition does not complete for various reasons, a break fee is receivable from
InvesCore, 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.
FINTECH ASIA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD FROM 1 JULY 2022 TO 31 DECEMBER 2023
Page 25
4. USE OF JUDGEMENTS AND ESTIMATES (con�nued)
Share-based payments
The Company has determined that share op�ons issued during the period meets the defini�on of a share based
payment under IFRS 2. In order to determine the fair value of the op�ons es�mates were required for inputs into
the valua�on model. More details of the es�mates can be found in note 11.
5. OPERATING EXPENSES
Period 1 July 2022 to
31 December 2023
Period 28 May 2021
to 30 June 2022
(unaudited)
GBP
GBP
Legal and professional fees – cash setled
2,461,830
238,872
Legal and professional fees – share settled
50,000
-
Directors’ fees
326,089
87,756
Administration fees
122,435
49,635
Audit fees
47,500
-
Advisory fees and expenses
110,485
-
Listing fees
38,271
-
Reimbursement of expenses to directors
48,697
1,582
Insurance
26,350
18,207
Regulatory fees
71,832
500
Loan interest
12,808
-
Consultancy fees
52,580
-
Other operating expenses
29,679
186
Commission
6,500
-
Bank charges
4,626
613
3,409,682
397,351
6. OTHER CURRENT ASSETS
31 December 2023
30 June 2022
(unaudited)
GBP
GBP
Prepayments
13,366
5,192
Total
13,366
5,192
FINTECH ASIA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD FROM 1 JULY 2022 TO 31 DECEMBER 2023
Page 26
7. ACCOUNTS PAYABLE
31 December 2023
30 June 2022
(unaudited)
GBP
GBP
Administration fees
11,250
8,819
Audit fees
47,500
-
Legal and professional fees
710,289
20,042
Other accruals
-
20
Directors’ remuneration
2,083
4,167
771,122
33,048
8. CONVERTIBLE LOANS
On 8 September 2023 the Company announced it had obtained an unsecured commited facility of £1 million via a
conver�ble loan note instrument (the “Conver�ble 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 addi�onal unsecured commited facility of £1
million via a conver�ble loan note instrument (the “Series B Conver�ble Loan”).
The first tranche of £250,000 of the Series B Convertible Loan was received on 13 December 2023 with an interest
rate equating to a fixed amount of five per cent. per annum. The second tranche of £250,000 was received on 16
January 2024. The third tranche of £500,000 was received on 15 February 2024.
Should (i) the Conver�ble Loan and Series B Conver�ble Loan (together the “Conver�ble Loans”) not be repaid prior
to the comple�on of the Proposed Acquisi�on, all the outstanding principal amount and accrued interest shall
automa�cally 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 comple�on of the Proposed Acquisi�on, a price equal to 90 per cent. of the price at which
each Ordinary Share is issued in the Company to sa�sfy the considera�on for the Proposed Acquisi�on.
If the Proposed Acquisi�on and re-admission has not completed by 7 November 2024 and the Conver�ble Loans
have not been repaid, the Noteholder is en�tled at any �me to convert all the outstanding amount into new
Ordinary Shares.
Following assessment of the terms of the Conver�ble Loans under the classifica�on criteria of IAS 32, the Directors
have determined that the instruments should be categorised as a financial liability and treated under the Company’s
accoun�ng policy for such instruments accordingly.
31 December 2023
GBP
Proceeds from issue of Convertible Loans
1,250,000
Accrued interest
12,808
Carrying amount of liability as at 31 December 2023
1,262,808
FINTECH ASIA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD FROM 1 JULY 2022 TO 31 DECEMBER 2023
Page 27
9. TAXATION
The Company is liable to tax at the standard Guernsey rate of 0%.
10. SHARE CAPITAL AND SHARE PREMIUM
Authorised
As per the Ar�cles of Incorpora�on, the Company may issue an unlimited number shares of different types or classes
and of par value or no par value.
Issued
Number of
Ordinary
Shares
Ordinary
Shares
Share
Premium
Share based
payments
GBP
GBP
GBP
On incorporation (GBP 1 each)
1
1
-
-
Shares issued (no par value each)
16,750,000
-
586,000
-
Redemption (GBP 1 each)
(1)
(1)
-
-
Balance at 30 June 2022
16,750,000
-
586,000
-
Shares issued (no par value each)
3,010,000
-
1,455,000
50,000
Balance at 31 December 2023
19,760,000
-
2,041,000
50,000
On incorpora�on, the Company issued one redeemable preference share of GBP1.00 at par for cash considera�on
of GBP1.00. On 29 July 2021, a re-designa�on of one ordinary share to a redeemable share held by Tanglin Capital
Limited was executed and further redeemed by the Company.
On 16 June 2021, the Company agreed, immediately upon Admission, to issue to Strand Hanson Limited a warrant
(the “Warrant”) (approved by the Company’s shareholders if applicable) to subscribe at any �me during the three
years following the date of issue of the Warrant for an aggregate number of shares equal to one per cent. of the
enlarged issued share capital of the Company immediately prior to Admission at an exercise price equal to the issue
price applicable to the ini�al public offering. The Company also agrees that the beneficial interest in the Warrant
may be freely assigned by Strand Hanson (in its sole discre�on) to any subsidiary or associated companies,
shareholders, or employees (note 11).
On 29 July 2021, Tanglin Capital Limited invested £10,000 into the Company as cash considera�on for 10,000,000
Ordinary Shares of no-par value. On 13 August 2021, an investment of £1,000 was made into the Company as cash
considera�on for 1,000,000 Ordinary Shares of no-par value. These 1,000,000 Ordinary Shares were then
transferred to Tanglin Capital Limited on 12 November 2021, and subsequently transferred to Oliver Stuart Fox on
12 April 2022.
FINTECH ASIA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD FROM 1 JULY 2022 TO 31 DECEMBER 2023
Page 28
10. SHARE CAPITAL AND SHARE PREMIUM (con�nued)
On 20 August 2021, an ini�a�on fee of £50,000 was paid to Strand Hanson Limited in equity in the Company priced
at the issue price per share applicable to the round at which seed investors par�cipate (i.e. GBP0.10 each), which
equates to 500,000 Ordinary Shares.
On 23 August 2021, 19 November 2021 and 13 December 2021, the Company issued 3,000,000, 1,500,000 and
750,000 Ordinary Shares of no-par value respec�vely at a price of £0.10 each in connec�on with the pre-IPO
fundraising, raising a total of £525,000.
During September 2022, the Company issued 3,010,000 Ordinary Shares of no-par value respec�vely at a price of
£0.50 each, raising a total of £1,455,000 a�er an equity based payment of £50,000 was paid to Strand Hanson
Limited and is included in legal costs.
11. SHARE-BASED PAYMENTS
Shares issues in the period:
On 15 September 2022 the Company issued 100,000 Ordinary Shares of no-par value to Stand Hanson Limited. The
fair value of the transac�on was deemed to be £50,000 which was the number of shares issued mul�plied by the
share price upon the Company’s lis�ng and are included in legal costs for the period.
Op�ons issued in the period:
On 8 September 2022 the Company issued a warrant to Strand Hanson Limited which allows them or their assigned
holder to subscribe for 197,600 shares at any �me 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 es�mates used to calculate the fair value is
detailed below:
Expected vola�lity
34.79%
Dividend Yield
-
Risk free interest rate
3.23%
Expected exercise period
Share price on date of grant
3 years from grant
50p
FINTECH ASIA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD FROM 1 JULY 2022 TO 31 DECEMBER 2023
Page 29
12. EARNINGS PER ORDINARY SHARE
Basic
Diluted
GBP
GBP
Loss for the period
(3,400,922)
(3,400,922)
Weighted average number of shares
19,337,832
19,535,432
Earnings per share
(0.18)
(0.17)
Basic earnings per Ordinary Share is calculated by dividing the earnings atributable to Shareholders by the weighted
average number of Ordinary Shares outstanding during the period.
Diluted earnings per share is calculated by adjus�ng the weighted average number of Ordinary Shares outstanding
to assume conversion of all dilu�ve poten�al Ordinary Shares. As at 31 December 2023 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 repor�ng date is an�-dilu�ve.
13. RELATED PARTY TRANSACTIONS
The directors’ remunera�on for Nicola Walker, Robert George Shepherd and Oliver Stuart Fox for the period was
£37,500, £37,500 and £251,089 respec�vely (2022: £4,167, £4,167, £20,706).
The Directors received reimbursements in respect of travel and mee�ng expenses and sundry office costs of £48,697
during the period (2022: £1,582).
Andrew Mankiewicz was a director un�l 18 April 2022, and received directors’ fees £57,333 in the prior period.
Andrew Mankiewicz received £95,394 (2022: nil) for advisory fees and £16,410 for expense reimbursements (2022:
£13,770) in the current period via the Company’s agreement with Asia Wealth Group Pte. Ltd.
There have been no changes in the related par�es transac�ons described in the last annual report that could have
a material effect on the financial posi�on 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 ul�mately 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 objec�ve of market risk
management is to manage and control market risk exposures within acceptable parameters while op�mising the
return.
FINTECH ASIA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD FROM 1 JULY 2022 TO 31 DECEMBER 2023
Page 30
15. FINANCIAL RISK MANAGEMENT (con�nued)
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 Posi�on.
Cash and cash equivalents are interest bearing but not at significant levels.
Currency risk
The Company is exposed to currency risk arising from transac�ons in Singapore Dollars. Consequently, the Company
is exposed to the risk that the exchange rate of its repor�ng currency rela�ve 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
liabili�es 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 obliga�ons. Credit
risk arises from cash and cash equivalents as well as outstanding receivables.
The Company assesses all counterpar�es for credit risk before contrac�ng with them. The credit risk on cash and
cash equivalents is mi�gated by entering into transac�ons with counterpar�es that are regulated en��es subject to
pruden�al supervision, with high credit ra�ngs assigned by interna�onal credit ra�ng agencies. Cash and cash
equivalents are held with Barclays Bank plc, which at the period end was assigned a credit ra�ng of A by Standard
and Poor’s ra�ng 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 mee�ng obliga�ons associated with financial
liabili�es. This risk can arise from mismatches in the �ming of cash flows rela�ng to assets and liabili�es. The
Company receives funding from the shareholders and does not have significant ad hoc expenses to setle. The only
significant expenses that the Company is exposed to are general opera�ng expenses.
The table below analyses the Company's financial assets and liabili�es into the relevant maturity groupings based
on the remaining period at the repor�ng 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 discoun�ng is not significant.
Period ended 31
December 2023
Period ended
30 June 2022
(unaudited)
GBP
GBP
Cash and cash equivalents
312,671
215,885
Other current assets
13,366
5,192
Total credit risk exposure
326,037
221,077
FINTECH ASIA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD FROM 1 JULY 2022 TO 31 DECEMBER 2023
Page 31
15. FINANCIAL RISK MANAGEMENT (con�nued)
LIQUIDITY RISK (continued)
As at 30 June 2022
(unaudited)
Less than 1
month
1 to 12
months
More than 12
months
Total
Assets
Cash and cash equivalents
215,885
-
-
215,885
Other current assets
5,192
-
-
5,192
221,077
-
-
221,077
Liabilities
Trade and other payables
33,048
-
-
33,048
33,048
-
-
33,048
16. SUBSEQUENT EVENTS
There have been no events subsequent to the repor�ng period date, other than as referenced in note 8 above.
As at 31 December 2023
Less than 1
month
1 to 12
months
More than 12
months
Total
Assets
Cash and cash equivalents
312,671
-
-
312,671
Other current assets
13,366
-
-
13,366
326,037
-
-
326,037
Liabilities
Trade and other payables
771,122
-
-
771,122
Convertible loans
-
1,262,808
-
1,262,808
771,122
1,262,808
-
2,033,930
FINTECH ASIA LIMITED
OFFICERS AND ADVISORS
Page 32
Registered office
Les Echelons Court, Les Echelons,
St Peter Port, Guernsey, GY1 1AR
Directors
Nicola Jane Walker
Robert George Shepherd
Oliver Stuart Fox (CEO and acting Chairman)
Administrator
New Street Management Limited
Les Echelons Court, Les Echelons,
St Peter Port, Guernsey, GY1 1AR
Company Secretary
NSM Services Limited
Les Echelons Court, Les Echelons,
St Peter Port, Guernsey, GY1 1AR
Auditor
PKF Littlejohn LLP
15 Westferry Circus, Canary Wharf,
London, E14 4HD
Financial Adviser
Strand Hanson Limited
26 Mount Row, London, W1K 3SQ, UK
Broker
Novum Securities Limited
57 Berkeley Square, London, W1J 6ER, UK
Solicitors to the Company
Pinsent Masons MPillay LLP
182 Cecil Street, #32-01 Frasers Tower,
Singapore, 069547
Guernsey counsel to the Company
Carey Olsen (Guernsey) LLP
PO Box 98, Carey House, Les Banques,
St. Peter Port, Guernsey, GY1 4BZ
Registrars
Link Market Services (Guernsey) Limited
Mont Crevelt House, Bulwer Avenue,
24 St. Sampson, Guernsey, GY2 4LH
Financial public relations advisors
IFC Advisory Limited
to the Company
Birchin Court, 20 Birchin Lane,
London, EC3V 9DU, UK