CHL Cloudified Holdings Limited

This announcement contains inside information for the purposes of Article 7 of the UK version of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

Cloudified Holdings Limited

Interim results

Cloudified Holdings Limited ("Cloudified" or "CHL" or "the Group" or "the Company"), an AIM quoted cash shell announces its interim results for the six months ended 30 September 2024 (the "Period").

Highlights post Period

·      £500,000 (gross) of cash raised by Salonica GP subscribing for 9,651,385 new ordinary shares at 5.2p ("New Ordinary Shares") on 13 November 2024.

·      Othman Shoukat and Richard Collett joined the board at that point.

·      Focus on workstreams to achieve a successful acquisition of a media and events asset in Q2 2025, which will constitute a Reverse Take Over under the AIM Rules ("RTO") to allow the Company's shares to resume trading.

·      Cash at 31 December 2024 £674,210.

Review of the six-month period to 30 September 2024

·      Main activity was the review of RTO opportunities combined with the preparations to implement an Members Voluntary Liquidation ("MVL") if required.

·      Loss from continuing operations £148,000 (2023: £558,000)

·      Cash balances on 30 September 2024 were £334,000 (2023: £353,000)

Enquiries:

The Directors present the interim results for the six months ended 30 September 2023

Business Review

Following the disposal of the former cyber security business on 12 December 2023 and therefore becoming a cash shell under AIM Rule 15, the main activity of the Group was the review of strategic options for the Company including refinancing, completing an RTO, and to return of funds to shareholders by a MVL.  The Board, which then consisted of only Ian Selby and Alex Hambro, investigated multiple RTO opportunities and carefully screened them for their ability to successfully go through a process which would have resulted in a listing.  Trading in the Company's shares was suspended on 12 June 2024 under AIM Rule 14 as it had not completed an RTO withing six months of becoming an AIM Rule 15 shell. The Company also carried out the necessary work so that, should a successful transaction not be undertaken, then an MVL could have been rapidly carried out and funds returned to shareholders. Costs were kept to a minimum level to support the activities of the shell and to remain prepared for a return to trading on the AIM market. The board identified a highly credible potential investment by Salonica in support of a potential RTO, and therefore actively pursued this opportunity, resulting in the successful fundraising detailed below.

Subsequent Events and Future Strategy

On 28 October 2024, the Company announced a refinancing of £500,000 (before expenses), through a subscription for 9,615,385 New Ordinary Shares at an issue price of 5.20 pence per new Ordinary Share, representing a 131% premium to the latest share price before the suspension, and to the expected proceeds from an MVL. The investment was by Salonica GP (advised by Salonica Capital Ltd) and was to support the execution of an RTO by the acquisition of an identified asset ("The Acquisition"), as set out below, in the media and entertainment sector. On 13 November 2024 the investment was completed following approval by the Company's shareholders and Othman Shoukat and Richard Collett joined the Board.

The Acquisition, which was introduced by Salonica Capital, will be of a newly incorporated company which has been established to acquire the global distribution rights of certain media assets and technology licences from an established international media company, and this process is currently underway. Its management team, who are highly experienced in this sector, are focusing their plans on driving recurring revenues from these assets as well as event specific revenues. The Acquisition is currently expected to complete in the second quarter 2025. Consideration for the Acquisition is expected to be settled via the issue of New Ordinary Shares in the capital of the Company. A fundraising may be undertaken alongside this to accelerate the development and growth of the Company, as well as to settle certain contingent deal costs. Should the Acquisition complete as envisaged, shareholders will each receive a further seven ordinary shares by way of bonus issue for every four ordinary shares they hold. This will increase the uplift to Shareholders to 536% compared to the last quoted price.

Cash balances on 31 December 2024 were £674,210.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

CONSOLIDATED CASH FLOW STATEMENT FOR THE PERIOD ENDED 30 SEPTEMBER 2024

NOTES TO INTERIM FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 SEPTEMBER 2024

1.   General information

Cloudified Holdings Limited (the "Company" or "Cloudified") is a cash shell under Rule 15 of the AIM rules. This followed the disposal of its trading subsidiaries in the cyber security division on 12 December 2023. All other subsidiaries (all of which were dormant) were put into solvent liquidation in the six months to 30 September 2024. The Company is a public limited company which is listed on the AIM Market of the London Stock Exchange and is incorporated and domiciled in the British Virgin Islands. The address of its registered office is PO Box 173, Kingston Chambers, Road Town, Tortola, British Virgin Islands. The UK registered office is c/o Blake Morgan LLP, Apex Plaza, Forbury Road, Reading, RG1 1AX.

2.   Basis of preparation

These interim financial statements have been prepared in accordance with UK adopted International Accounting Standards. They do not contain all the information required for full financial statements and should be read in conjunction with the consolidated financial statements of the Group as at and for the year ended 31 March 2024. These interim financial statements do not constitute statutory accounts within the meaning of the Companies Act. The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in note 3.

The interim financial information has not been reviewed nor audited by the auditors. The interim financial information was approved by the Board of Directors on 10 February 2025. The information for the year ended 31 March 2024 is extracted from the statutory financial statements for that year which have been reported on by the Group's auditors and will shortly be delivered to the Registrar of Companies. The auditors report was qualified, but did not contain a statement, which had the Company been UK incorporated, would have been required under either Section 498 (2) or Section 498 (3) of the Companies Act 2006. The qualification related to a limitation in scope during the audit process where certain records relating to a disposed of operation could not be accessed for audit purposes, but that there was no impact on the financial position. It also included an emphasis of matter which explained that the directors having made the decision to dispose of the trading subsidiaries of the Group, have made the decision to cease trading and therefore do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. This final results announcement does not constitute statutory accounts under Section 435 of the companies Act 2000

The accounting policies applied by the Group in these interim financial statements are the same as those applied by the Group in its consolidated financial statements for the year ended and as at 31 March 2024. The interim report is the responsibility of, and has been, approved by the Directors. The Directors are responsible for preparing the interim financial statements in accordance with the AIM rules for Companies.

Going Concern

The Company is now a cash shell with no trading operations. On 31 December 2024 it had cash balances of £674,210 and has an expected cash consumption of c£32,000 per month comprising of directors' fees, audit fees and PLC running costs. The sale of the Cyber Division in December 2023 included a Warranties and Indemnities insurance policy which caps the Company's liabilities (save in the case of fraud) at £1. The major expected cost going forward is expected to be professional fees which will be incurred on pursuing the identified Acquisition. This potential transaction will require the usual advisory fees, and these will be incurred across is delivery.  Contingent fee arrangements will be used where practicable and economic.  

The definition of a going concern is that of "any entity unless its management intends to liquidate the entity or to cease trading or has no realistic alternative to liquidation or cessation of operations". The directors took the decision to cease trading through the disposal in December 2023 of all the trading subsidiaries of the Company and, as such, have prepared the financial statements on a basis other than a going concern. The directors do not consider that this basis of preparation has given rise to any material differences compared to the financial statements prepared on a going concern basis.

3.   Critical accounting estimates and judgements

The preparation of the Group financial statements in conformity with IFRSs as applied in accordance with the provisions of the Companies Act 2006 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the present circumstances. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Group financial statements are disclosed below.

Estimates:

Management do not consider there to be significant accounting estimates in respect of the six-month period ended 30 September 2024 or for the years ended 31 March 2024 and 31 March 2023.

4.   Discontinued operations

On 12 December 2023, the Company announced that it had completed the disposal of Falanx Cyber Defence Limited and Falanx Cyber Technologies Limited (together the "Cyber Division") for an enterprise value of £4.2 million (payable in cash) to Thetis Bidco Limited. This represented all the professional services and monitoring managed services operating segments other than some remaining operating costs supporting the AIM Rule 15 cash shell. In the year ended 31 March 2023, management were committed to selling the Cyber division with the sale of these businesses being considered highly probable within 12 months. There was a board meeting held on 30 March 2023 to discuss the sale of the Cyber Division, and a letter was sent to BOOST&Co on 31 March 2023 outlining the position, therefore 31 March 2023 is considered to be the date the Cyber Division are classified as held for sale and therefore included in discontinued operations. All assets and liabilities relating to the cyber security division, including those which were held in the name of the parent company (such as the lease on the Reading offices) and the borrowings from BOOST&Co (which were held by Falanx Cyber Defence Limited) were therefore treated as items held for sale.

The results of the discontinued operations and the effect of the discontinued operations on the financial position of the Group were as follows:

Financial performance information

Effect of discontinued operations on the financial position of the Group

5.   Earnings per share

Basic loss per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year. There are no dilutive share options at present as these would currently increase the loss per share.

Weighted average number of shares used as the denominator

As at 30 September 2024, the potentially dilutive ordinary shares were anti-dilutive because the Group was loss-making.