TIDMMBO
RNS Number : 6123E
MobilityOne Limited
30 June 2023
30 June 2023
MobilityOne Limited
("MobilityOne", "Company" or the "Group")
Audited results for the year ended 31 December 2022
Notice of Annual General Meeting
MobilityOne (AIM: MBO), the e-commerce infrastructure payment
solutions and platform provider, announces its full year audited
results for the year ended 31 December 2022.
MobilityOne's Annual Report and Accounts for the year ended 31
December 2022 and Notice of Annual General Meeting ("AGM") will be
posted to shareholders shortly and will also be made available on
the Company's website at www.mobilityone.com.my .
The Company's AGM will be held at 4 .00 p.m. (Malaysia time) on
24 July 2023 at Level 2, Wisma LMS, No. 6, Jalan Abd. Rahman Idris,
Off Jalan Raja Muda Abdul Aziz, 50300 Kuala Lumpur, Malaysia .
For further information, please contact:
MobilityOne Limited +6 03 8996 3600
Dato' Hussian A. Rahman, CEO www.mobilityone.com.my
har@mobilityone.com.my
Allenby Capital Limited (Nominated Adviser
and Broker) +44 20 3328 5656
Nick Athanas/Vivek Bhardwaj
About the Group:
MobilityOne is one of the leading virtual distributors of mobile
prepaid reload and bill payment services in Malaysia. With
connections to various service providers across industries such as
banking, telecommunications, utilities, government agencies, and
transportation, the Group operates through multiple distribution
channels including mobile wallets, e-commerce sites, EDC terminals,
automated teller machines, kiosks, and internet & mobile
banking. Holding licenses in regulated spaces including acquiring,
e-money, remittance and lending, the Group offers a range of
services to the market, including wallet, internet, and
terminal-based payment services, e-money, remittance, lending, and
custom fintech ecosystems for communities. The Group's flexible,
scalable technology platform enables cash, debit card, and credit
card transactions from multiple devices while providing robust
control and monitoring of product and service distribution.
For more information, refer to our website at
www.mobilityone.com.my
Chairman's Statement
For the year ended 31 December 2022
Introduction
MobilityOne Limited's current organisation structure is depicted
below:
The Directors are pleased to present the audited consolidated
financial statements for MobilityOne Limited for the year ended 31
December 2022.
In the financial year ended 31 December 2022, the Group's
revenue decreased by GBP21.95 million to GBP233.76 million (year
ended 31 December 2021: revenue of GBP255.71 million) as a result
of lower sales from the Group's main products and services, namely
the mobile phone prepaid airtime reload and bill payment business
through the Group's banking channels (i.e. mobile banking and
internet banking) and electronic data capture terminals as well as
third parties' e-wallet applications . This reduction in sales can
be partly attributed to the departure of many foreign workers from
Malaysia and reduced overall demand for the Group's mobile phone
prepaid products.
The Malaysian market accounted for the majority of the Group's
entire revenue for the year ended 31 December 2022. As a
consequence of the reduction of revenue, coupled with higher
administrative expenses, the Group registered a much lower profit
after tax of GBP16,626 in the year ended 31 December 2022 (year
ended 31 December 2021: profit after tax of GBP1.51 million).
The Group's other businesses such as its international
remittance services and e-money business in Malaysia and payment
solution business in Brunei and the Philippines continued to remain
small and did not make a material contribution to the Group in the
year ended 31 December 2022 .
As at 31 December 2022, the Group had cash and cash equivalents
(including fixed deposits) of GBP5.02 million (31 December 2021:
cash and cash equivalents of GBP4.67 million) while the secured
loans and borrowings from financial institutions increased to
GBP3.87 million (31 December 2021: GBP2.18 million).
Review of activities and outlook
The Group's business activities are predominately concentrated
in Malaysia. According to the Central Bank of Malaysia in May 2023
it was reported that the Malaysian economy is projected to expand
between 4.0% to 5.0% in 2023, driven by firm domestic demand,
improving employment conditions and income as well as continued
implementation of multi-year projects which would support
consumption and investment activity. Nonetheless, the inflation
rate is expected to stay elevated.
Mobile phone prepaid airtime reloads and bill payments will
continue to be the main business activities for the Group in 2023.
The Group's international remittance and e-money businesses in
Malaysia as well as the payment solution business in Brunei are
expected to remain insignificant. The Group has discontinued to
explore new business in the Philippines and has no immediate plan
to expand its business there.
On 1 June 2022 the Company announced, amongst other things, that
MobilityOne Sdn Bhd ("M1 Malaysia"), the Group's wholly-owned
operating subsidiary in Malaysia, which received a licence from
MasterCard Asia/Pacific Pte Ltd ("MasterCard") to issue MasterCard
prepaid cards, had obtained approval from the Central Bank of
Malaysia to introduce international scheme prepaid cards under the
MasterCard's brand in Malaysia. The Group has commenced the
issuance of MasterCard prepaid cards in Malaysia on a small scale
to complement the Group's existing e-wallet and is part of the
Group's end-to-end payment ecosystem.
As part of the Group's business plans for long-term growth, the
Group has the following initiatives:
(1) Money transfer business via SWIFT
To expand the Group's money transfer business via the Society
for Worldwide Interbank Financial Telecommunication ("SWIFT")
network, the Group continues to work with a bank in Malaysia on the
integration process while waiting for the Central Bank of
Malaysia's approval, the timings of which continue to remain
uncertain. The Company will make the relevant announcement on the
arrangement with SWIFT as and when is appropriate.
(2) UK electronic money institution application
On 11 May 2023, the Company announced that M1 Tech Limited ("M1
Tech"), the Group's wholly-owned subsidiary in the UK, had
withdrawn its application to the Financial Conduct Authority (the
"FCA"), the financial regulatory body in the UK, for authorisation
as an electronic money institution to provide e-money services in
the UK (the "FCA Application"). This follows receipt of further
feedback from the FCA requesting further information in relation to
certain disclosures relating to M1 Tech's proposed business plan.
The Group is reviewing its proposed business plan to expand its
business on the UK through M-One Tech and its options in relation
to submitting a further revised FCA application in due course which
addresses the FCA's latest feedback. The Group will release further
announcements as and when appropriate.
(3) New joint venture to explore business opportunities from the Kingdom of Saudi Arabia
On 26 June 2023 M1 Malaysia entered into a joint venture cum
shareholders agreement with Syed Faisal Algadrie Bin Syed Hassan
("Syed Faisal") to incorporate a new joint venture company in
Malaysia to be named "Qube Nexus Sdn Bhd" ("Qube") to explore any
suitable business opportunities for Qube mainly from the Kingdom of
Saudi Arabia. M1 Malaysia and Syed Faizal will own 80 per cent. and
20 per cent. of the equity interest in Qube, respectively.
(4) Proposed disposal of OneShop Retail Sdn Bhd ("1Shop") and
proposed joint venture with Super Apps Holdings Sdn Bhd ("Super
Apps")
On 19 October 2022 M1 Malaysia entered into a Share Sale
Agreement with Super Apps for the proposed disposal by M1 Malaysia
of a 60% shareholding in the Group's wholly-owned non-core
subsidiary 1Shop to Super Apps (together the "Proposed Disposal").
Concurrently, M1 Malaysia entered into a Joint-Venture cum
Shareholders Agreement with Super Apps and 1Shop (together the
"Proposed Joint Venture"). The Proposed Disposal and Proposed Joint
Venture are inter-conditional in order to establish a new joint
venture to expand the Group's e-products and services business
initially in Malaysia.
The Proposed Disposal is subject to the completion of a merger
exercise between Technology & Telecommunication Acquisition
Corporation ("TETE") and Super Apps (together the "Merger
Exercise") .
Pursuant to the terms of the Proposed Disposal and subject to
the completion of the Merger Exercise, the Group is expected to
receive cash proceeds of RM40.0 million (c. GBP7.53 million) and
RM20.0 million (c. GBP3.76 million) within 14 days and 180 days
respectively of completion of the Merger Exercise.
-- Proposed Disposal
1Shop is incorporated in Malaysia and is a wholly-owned
subsidiary of M1 Malaysia. In light of 1Shop's access to M1
Malaysia's network of licenses as well as being a non-core
subsidiary, the Directors of the Group have selected 1Shop to be
the joint venture vehicle with Super Apps pursuant to the Proposed
Disposal and the Proposed Joint Venture.
-- Proposed Joint Venture
Following completion of the Proposed Disposal, pursuant to the
terms of the Proposed Joint Venture, M1 Malaysia undertakes to
provide the necessary technical and business support to 1Shop. In
addition, as part of the terms of the Proposed Joint Venture, M1
Malaysia guarantees that 1Shop will achieve revenues of at least
RM560.0 million (equivalent to c. GBP104.5 million) in the
financial year ending 31 December 2023 or any other period as
mutually agreed (the "Revenue Target"). As the Merger Exercise has
been delayed, the period to achieve the Revenue Target shall be
re-assessed and agreed with Super Apps in due course.
In order to achieve the Revenue Target, Super Apps undertakes to
provide all the necessary working capital requirements of 1Shop.
This will be supplemented through Super Apps, in conjunction with
1Shop, collaborating with other organisations.
Pursuant to the terms of the Proposed Joint Venture, in
consideration of M1 Malaysia's undertakings and guarantee of
achieving the Revenue Target, Super Apps shall procure TETE to
issue shares in TETE (the "TETE Shares") to a stakeholder to be
mutually agreed by M1 Malaysia and Super Apps with aggregate value
of RM20.0 million (equivalent to c. GBP3.76 million) within 14 days
upon completion of the Merger Exercise. The issue price for the
TETE Shares to the stakeholder will be determined at a later date.
M1 Malaysia will only be entitled to receive the TETE Shares from
the stakeholder following 1Shop achieving the Revenue Target.
-- Background to Super Apps and the Proposed Joint Venture
Super Apps is incorporated in Malaysia and is currently dormant.
Super Apps has a business strategy to collaborate with companies
that are involved in the e-products and services sector (together
the "Business Strategy"). As a result of M1 Malaysia's established
track record in the e-products and services sector (including
licence authorisations), Super Apps has identified M1 Malaysia as a
joint venture partner to expand the Business Strategy in Malaysia
and other countries.
-- Background to TETE
TETE is listed on the Nasdaq Global Market as a special purpose
acquisition company. TETE's original intention at the time of
listing was to identify and acquire companies in the technology and
telecommunications sector in Malaysia (the "TETE Strategy"). As
part of realising the TETE Strategy, TETE has identified Super Apps
as a merger target in view of its business strategy.
There can be no guarantee that t he Proposed Disposal and
Proposed Joint Venture can be completed as they are conditional on
the completion of the Merger Exercise, which is out of the Group's
control. A proxy statement was filed by TETE on 26 June 2023
seeking to, amongst other matters, extend the deadline to complete
the Merger Exercise from 20 July 2023 to 20 July 2024. An
extraordinary general meeting of TETE will be held on 18 July 2023
to, inter alia, implement this extension.
The completion of the Proposed Disposal and Proposed Joint
Venture are expected to positively contribute to the future growth
of the Group.
The Company will release further announcements on the Proposed
Disposal and Proposed Joint Venture at the appropriate time.
Notwithstanding that the Malaysia economy is expected to grow in
2023 and many foreign workers have returned to Malaysia which can
improve the demand for the Group's mobile phone prepaid products ,
t he Group is cautious on the outlook for 2023. This is after
taking into consideration rising inflation and interest rates which
could impact consumer spending as well as higher administrative
expenses for the Group's main businesses which include higher
infrastructure and marketing costs as well as other related
expenses . In addition, in order to maintain or grow the Group's
businesses, the Group's gross profit margins for its products and
services are likely to be impacted. For future growth, the Group
will continue to invest and enhance its research and development as
the backbone to support the business and technology advancement as
well as to form partnerships or to undertake acquisitions in
complementary businesses.
.............................................
Abu Bakar bin Mohd Taib
Chairman
Date: 30 June 2023
Report of the Directors
For the year ended 31 December 2022
The Directors are pleased to submit their report together with
the financial statements of the Company and the Group for the year
ended 31 December 2022.
PRINCIPAL ACTIVITY
The principal activity of the Group in the year under review was
mainly in the business of providing e-commerce infrastructure
payment solutions and platforms.
KEY PERFORMANCE INDICATORS
Year ended Year ended
31.12.2022 31.12.2021
GBP GBP
Revenue 233,761,671 255,707,270
Operating profit 416,121 2,131,455
Profit before tax 278,978 2,015,835
Net profit for the year 16,628 1,508,253
------------ ------------
KEY RISKS AND UNCERTANTIES
Operational risks
The Group is not insulated from general business risk as well as
certain risks inherent in the industry in which the Group operates.
In particular, this includes technological changes, unfavourable
changes in government and international policies (including
licensing requirements), the introduction of new and superior
technology or products and services by competitors and changes in
the general economic, business and credit conditions.
Dependency on distributorship agreements
The Group relies on various telecommunication companies to
provide the telecommunication products. As a result, the Group's
business may be materially and adversely affected if one or more of
these telecommunication companies cut or reduce drastically the
supply of their products. The Group has distributorship agreements
with telecommunication companies such as CelcomDigi Berhad and
Maxis Communication Berhad, which are subject to periodic
renewal.
Dependency on business partners
As the revenue of the Group is substantially through the
business partners' various channels, such as banking (i.e. mobile
banking and internet banking) and e-wallet applications, t he Group
is dependent on its business partners which include several major
banks in Malaysia. The Group is exposed to the risks that any of
the business partners may cease the business relationship with the
Group in the future and the Group's ability to grow may be
materially and adversely affected.
Rapid technological changes/product changes in the e-commerce
industry
If the Group is unable to keep pace with rapid technological
development in the e-commerce industry it may adversely affect the
Group's revenues and profits. The e-commerce industry is
characterised by rapid technological changes due to changing market
trends, evolving industry standards, new technologies and emerging
competition. Future success will be dependent upon the Group's
ability to enhance its existing technology solutions and introduce
new products and services to respond to the constantly changing
technological environment. The timely development of new and
enhanced services or products is a complex and uncertain
process.
Demand of products and services
The Group's future results depend on the overall demand for its
products and services. Uncertainty in the economic environment may
cause some business to curtail or eliminate spending on payment
technology. In addition, the Group may experience hesitancy on the
part of existing and potential customers to commit to continuing
with its new services.
Financial risks
The Group is exposed to liquidity risk and interest rate risk
arise principally from its borrowings. If the Group is unable to
generate sufficient cashflow from its operations, it may affect the
Group's ability to meet its financial obligations. In addition, any
significant increase in interest rates may result in higher
interest expense and this may affect the Group's cashflow for its
operational working capital.
Please refer to Note 3 for further information.
REVIEW OF BUSINESS
The results for the year and financial position of the Company
and the Group are as shown in the Chairman's statement.
RESULTS AND DIVIDS
The consolidated total comprehensive profit for the year ended
31 December 2022 was GBP370,950 (20 21 : GBP1,463,999) which has
been transferred to reserves. No dividends will be distributed for
the year ended 31 December 2022.
DIRECTORS
The Directors are:
Abu Bakar bin Mohd Taib (Non-Executive Chairman)
Dato' Hussian @ Rizal bin A. Rahman (Chief Executive
Officer)
Derrick Chia Kah Wai (Deputy Chief Executive Officer)
Seah Boon Chin (Non-Executive Director)
Azlinda Ezrina binti Ariffin (Non-Executive Director)
The beneficial interests of the Directors holding office at 31
December 2022 in the ordinary shares of the Company, were as
follows:
Ordinary shares of 2.5p each
Interest at 31.12.22 % of issued capital
Abu Bakar bin Mohd Taib Nil Nil
Dato' Hussian @ Rizal bin
A. Rahman 53,465,724 50.30
Derrick Chia Kah Wai * 1,800,000 1.69
Seah Boon Chin Nil Nil
* The wife of Derrick Chia Kah Wai holds 1,943,000 ordinary
shares in the Company, which is equivalent to 1.83% of the
Company's issued capital.
The Directors also held the following ordinary shares under
options:
Interest at 31.12.22
Abu Bakar bin Mohd Taib 500,000
Dato' Hussian @ Rizal bin
A. Rahman 800,000
Derrick Chia Kah Wai 2,000,000
Seah Boon Chin 2,000,000
The options were granted on 5 December 2014 at an exercise price
of 2.5p. The period of the options is ten years.
The Directors' remuneration of the Group is disclosed in Note
4.
SUBSTANTIAL SHAREHOLDERS
Based on the register of shareholders as of 19 June 2023, the
Company had the following shareholders with interests in 3% or more
of the issued share capital of the Company pursuant to Part VI of
Article 110 of the Companies (Jersey) Law 1991:
Ordinary shares of 2.5p each
Number of ordinary % of issued capital
shares
Dato' Hussian @ Rizal bin
A. Rahman 53,465,724 50.30
Estate of Dato' Shamsir 9,131,677 8.59
bin Omar
Vidacos Nominees Limited 7,051,540 6.63
<FGN>
HSDL Nominees Limited 3,721,788 3.50
<MAXI>
Interactive Investor 3,565,840 3.35
Services
Nominees Limited
<SMKTNOMS>
PUBLICATION OF ACCOUNTS ON COMPANY WEBSITE
Financial statements are published on the Company's website,
which can be found at www.mobilityone.com.my. The maintenance and
integrity of the website is the responsibility of the Directors.
The Directors' responsibility also extends to the financial
statements contained therein.
INDEMNITY OF OFFICERS
The Group does not have the insurance cover against legal action
brought against its Directors and officers.
GROUP'S POLICY ON PAYMENT OF CREDITORS
It is the Group's normal practice to make payments to suppliers
in accordance with agreed terms provided that the supplier has
performed in accordance with the relevant terms and conditions.
EMPLOYEE INVOLVEMENT
The Group places considerable value on the involvement of the
employees and has continued to keep them informed on matters
affecting the Group. This is achieved through formal and informal
meetings.
GOING CONCERN
These financial statements have been prepared on the assumption
that the Group is a going concern. Further information is given in
Note 2 of the financial statements.
SIGNIFICANT EVENTS
On 19 October 2022, MobilityOne Sdn Bhd ("M1 Malaysia") entered
into a Share Sale Agreement with Super Apps Holdings Sdn Bhd
("Super Apps") for the disposal by M1 Malaysia of a 60%
shareholding in OneShop Retail Sdn Bhd ("1Shop") to Super Apps (the
"Proposed Disposal"). Concurrently, a Joint Venture cum
Shareholders Agreement was entered into between M1 Malaysia, Super
Apps and 1Shop ("Proposed Joint Venture").
The Proposed Disposal and Proposed Joint Venture are
inter-conditional. The Proposed Disposal is subject to the
completion of a merger exercise between Technology &
Telecommunication Acquisition Corporation ("TETE") and Super Apps
("Merger Exercise") .
Pursuant to the terms of the Proposed Disposal and subject to
the completion of the Merger Exercise, M1 Malaysia is expected to
receive cash proceeds of RM40.0 million and RM20.0 million within
14 days and 180 days, respectively of completion of the Merger
Exercise. In addition, as part of the terms of the Proposed Joint
Venture, M1 Malaysia guarantees that 1Shop will achieve revenues of
at least RM560.0 million in the financial year ending 31 December
2023 or any other period as mutually agreed ("Revenue Target"). I n
consideration of M1 Malaysia guaranteeing the Revenue Target, M1
Malaysia will be receiving the shares of TETE with aggregate value
of RM20.0 million following 1Shop achieving the Revenue Target.
A proxy statement was filed by TETE on 26 June 2023 seeking to,
amongst other matters, extend the deadline to complete the Merger
Exercise from 20 July 2023 to 20 July 2024. An extraordinary
general meeting of TETE will be held on 18 July 2023.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the Directors'
Report and financial statements in accordance with applicable law
and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors
have elected to prepare the financial statements in accordance with
International Financial Reporting Standards (IFRS) as adopted for
use in the European Union. Under Company law the Directors must not
approve the financial statements unless they are satisfied that
they give a true and fair view of the state of affairs of the
Company and the Group and of the profit or loss of the Group for
that period. In preparing these financial statements, the Directors
are required to:
- select suitable accounting policies and then apply them consistently;
- make judgments and estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business for the foreseeable future; and
- state that the financial statements comply with International
Financial Reporting Standards (IFRS) as adopted by the European
Union.
The Directors are responsible for keeping proper accounting
records which disclose with reasonable accuracy at any time the
financial position of the Company and the Group and to enable them
to ensure that the financial statements comply with Article 110 of
the Companies (Jersey) Law 1991. They are also responsible for
safeguarding the assets of the Company and the Group and hence for
taking reasonable steps for the prevention and detection of fraud
and other irregularities.
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the Directors are aware, there is no relevant audit
information of which the Company and Group's auditors are unaware,
and each Director has taken all the steps that he ought to have
taken as a Director in order to make himself aware of any relevant
audit information and to establish that the Company and Group's
auditors are aware of that information.
AUDITORS
Jeffreys Henry LLP (a member of the Gravita Group) has indicated
that it will not seek re-appointment as the Company's auditor at
the forthcoming Annual General Meeting as, following a business
reorganisation, the group will provide audit services to clients
from another company in the group, Gravita Audit Limited. A
resolution to appoint Gravita Audit Limited as the Company's
auditor will be proposed at the Annual General Meeting.
ON BEHALF OF THE BOARD:
............................................................................
Dato' Hussian @ Rizal bin A. Rahman
Chief Executive Officer
Date: 30 June 2023
MOBILITYONE LIMITED (96293)
Board of Directors
Abu Bakar bin Mohd Taib
(Non-Executive Chairman)
Abu Bakar bin Mohd Taib, a Malaysian aged 70, has been the
Non-Executive Chairman of the Company since 27 June 2014 and had
previously worked for several listed companies and financial
institutions in Malaysia including Nestle (Malaysia) Berhad, Bank
Bumiputera Malaysia Berhad (now part of CIMB Bank Berhad) and
United Malayan Banking Berhad (now part of RHB Bank Berhad). He was
mainly involved in corporate communications and corporate affairs
until 2004. Since 2005 he has been the director of several
companies that are principally involved in timber related
activities in Malaysia. He obtained a Master of Business
Administration in Marketing and Finance from West Coast University
(USA) and a Bachelor of Science in Business Administration from
California State University (USA).
Dato' Hussian @ Rizal bin A. Rahman
(Chief Executive Officer)
Dato' Hussian @ Rizal bin A. Rahman, a Malaysian aged 61, is the
Chief Executive Officer of the Group. He has extensive experience
in the IT and telecommunications industries in Malaysia and is
responsible for the development of the Group's overall management,
particularly in setting the Group's business direction and
strategies. He is currently also a Non-Executive Director of TFP
Solutions Berhad, which is listed on the ACE Market of Bursa
Malaysia Securities Berhad (Malaysia Stock Exchange). He obtained a
certified Master of Business Administration from the Oxford
Association of Management, England.
Derrick Chia Kah Wai
(Deputy Chief Executive Officer)
Derrick Chia Kah Wai, a Malaysian aged 52, is the Deputy Chief
Executive Officer of the Group. He began his career as a programmer
in 1994, he then joined GHL Systems Berhad in January 1998 as a
Software Engineer and was promoted to Software Development Manager
in December 1999. He obtained his Bachelor Degree in Commerce,
majoring in Management Information System from University of
British Columbia, Canada. He joined the Group in May 2005 and is
responsible for the Group's business operations.
Seah Boon Chin
(Non-Executive Director)
Seah Boon Chin, a Malaysian aged 51, began his career in 1995
with a financial institution in Malaysia and worked in the
Corporate Finance Department of several established financial
institutions in Malaysia and Singapore. He joined the Group in
January 2007 and stepped down as the Corporate Finance Director on
15 November 2011 and remains as a Non-Executive Director of the
Company. He is currently the Head of Corporate Finance with TA
Securities Holdings Berhad in Malaysia. He obtained his Bachelor
Degree in Commerce (Honours) with Distinction from McMaster
University, Canada.
Azlinda Ezrina binti Ariffin
(Non-Executive Director)
Azlinda Ezrina binti Ariffin, British by background and aged 54,
is an experienced UK-based corporate lawyer with over 25 years
legal experience. She is currently a consulting partner in the
corporate team at Withersworldwide and was previously a partner in
the capital markets teams at both Olswang LLP and Fasken Martineau
LLP, prior to joining Withersworldwide in 2016. Azlinda specialises
in mergers and acquisitions and equity capital markets
transactions. Azlinda is a member of both the Law Society of
England & Wales and the Malaysian Bar. She is also a barrister
and member of Gray's Inn.
Corporate Governance Report
The Directors recognise the importance of good corporate
governance and have chosen to adopt the Quoted Companies Alliance
Corporate Governance Code ("QCA Code") in line with the AIM Rules
requirements that all AIM quoted companies adopt and comply with a
recognised corporate governance code. The Directors consider that
the Company complies with the QCA Code so far as is
practicable.
The QCA Code identifies 10 principles that focus on the pursuit
of medium to long term value for shareholders. The following report
sets out in broad terms how the Company currently complies with the
QCA Code.
1. Establish a strategy and business model which promote long-term value for shareholders
The Group's strategy and business model are developed by the
Chief Executive Officer ("CEO") and approved by the Board, whenever
required. The management team, led by the CEO, is responsible for
implementing the strategy.
Over the years, the Group has developed its core competencies in
providing a bridge between the service providers to their end
consumers using the Group's technology to accept transactions via
multiple channels either via mobile phones, Internet, electronic
data capture terminals and even via banking channels like Internet
banking portal, automated teller machines (ATM) and mobile
banking.
Even though the e-payment business in Malaysia, particularly
prepaid airtime reload and bill payment business, is contributing
substantially to the Group's revenue, the Group continues to
explore other business opportunities in Malaysia and other
countries to enhance its product offering for future growth.
The key risks and uncertainties to the business model and
strategy are detailed in the Report of the Directors of the
Company's Accounts for the year ended 31 December 2022.
2. Seek to understand and meet shareholder needs and expectations
The Company encourages two-way communication with its
shareholders to understand their needs and expectations.
The Board recognises the annual general meeting ("AGM") as an
important opportunity to meet shareholders. The AGM is the main
forum for dialogue with shareholders and all members of the Board
attend the AGM and are available to answer questions raised by
shareholders and to listen to views of shareholders.
It should be noted that the CEO holds 50.3% of the Company's
share capital and talks to some of the Company's non-board
shareholders to understand their needs and expectations.
In the future should voting decisions not be in line with the
Company's expectations, the Board would endeavour to engage with
those shareholders to understand and address any issues.
Contact details are provided on the contacts page of the
Company's website and within public documents should shareholders
wish to communicate with the Company.
3. Take into account wider stakeholder and social
responsibilities and their implications for long-term success
The Group is aware of its corporate social responsibilities and
the need to maintain good relationships across a range of
stakeholder groups, including employees, business partners,
suppliers, customers and regulatory authorities.
The Group's operations and working environment take into account
the needs of all stakeholder groups while maintaining focus on the
responsibility to promote the success of the Group. The Group
encourages feedback from all stakeholder groups as the Group's long
term strategy is to create shareholder value.
The Group places considerable value on the involvement of
employees and continues to keep them informed on matters affecting
the Group through formal and informal meetings which provide
opportunities to received feedback on issues affecting the
Group.
The Group's activities are reliant on maintaining good
relationships with a number of banking partners in Malaysia. In
addition the Group's remittance business requires certain licences
from the Central Bank of Malaysia and the CEO maintains a good flow
of communication with the Central Bank of Malaysia to ensure the
Group's activities continue to operate under the correct regulatory
framework.
4. Embed effective risk management, considering both
opportunities and threats, throughout the organisation
The principal risks and uncertainties affecting the business are
set in the Report of the Directors of the Company's Accounts for
the year ended 31 December 2022.
The Board monitors these risks, which include technological,
regulatory and commercial risks, on a regular basis and the risks
are considered by the Group during Board meetings. The Executive
Directors and senior management team meet regularly during the year
to review and evaluate risks and opportunities. The senior
management meets regularly to review ongoing trading performance
and any new risks associated with ongoing trading.
Risk identification can come from several sources: employees or
other stakeholder feedback; executive meetings; and decisions taken
at Audit Committee and Board meetings.
5. Maintain the board as a well- functioning, balanced team led by the chair
The Board comprises two Executive Directors and three
Non-Executive Directors. All of the Non-Executive Directors are
members of the audit, remuneration and nomination committees and
have the necessary skills and knowledge to discharge their duties
and responsibilities.
The Non-executive Chairman is responsible for the running of the
Board and the CEO has main executive responsibility for running the
Group's business and implementing the Group's strategy.
Both the Chairman and Azlinda Ezrina binti Ariffin are
considered by the Board to be independent. Seah Boon Chin is not
deemed to be independent due to having previously been an executive
board member and his length of tenure. Notwithstanding this, the
Board considers that Seah Boon Chin brings an independent judgement
to bear notwithstanding the aforementioned considerations.
The Directors receive regular updates on the Group's operational
and financial performance during Board meetings and they have
committed sufficient time to fulfill their responsibilities.
The Company believes it has effective procedures in place to
monitor and deal with conflicts of interest. In particular the
Board is aware of the other time commitments and interests of the
CEO. Significant changes to these commitments and interests are
reported to and, where appropriate, agreed with the rest of the
Board.
In addition to the numerous written Board resolutions approved
by the Board which have the same force and effect as if adopted at
duly convened meetings of all the Directors, the Company had five
Board meetings in 2022 which were attended by all the Directors in
office at the time of each board meeting.
6. Ensure that between them the directors have the necessary
up-to-date experience, skills and capabilities
The Directors' biographies are set out in the section "Board of
Directors" of the Company's Accounts for the year ended 31 December
2022.
The Board is satisfied that between the Directors, they have
sufficient skills, experience and capabilities to enable the
strategy of the Company to be delivered.
The Nomination Committee will make recommendations to the Board
on all new Board appointments. Where new Board appointments are
considered the search for candidates is conducted, and appointments
are made, on merit, against objective criteria.
The Board, if required, will review the composition of the Board
to ensure that it has the necessary diversity of skills to support
the ongoing development of the Group. Gender diversity is not in
the Company's immediate plans.
All Directors retire by rotation at regular intervals (every 3
years) in accordance with the Company's Articles of
Association.
The Directors attend courses and seminars to keep their skill
set up to date.
7. Evaluate board performance based on clear and relevant
objectives, seeking continuous improvement
The Directors undergo a performance evaluation before being
proposed for re-election to ensure that they continue to be
effective and committed to the role. All Directors meet to discuss
the performance evaluation together.
Appraisals are carried out each year with all Executive
Directors.
The Board considers that the size of the Company does not
justify the use of third parties to evaluate the performance of the
Board on an annual basis.
All Directors retire by rotation at regular intervals (every 3
years) and stand for re-election at the AGM. During the year the
Non-executive Directors are responsible for informally reviewing
Directors' performance and highlighting any issues identified.
At the present time, succession planning is not in the Company's
immediate plans, however the Board will monitor the need to
implement an informal or formal succession plan going forward.
8. Promote a corporate culture that is based on ethical values and behaviours
The Group maintains a high standard of integrity in the conduct
of its operations and is committed to providing a safe and healthy
working environment for its employees. The Group operates a
corporate culture that is based on ethical values and
behaviours.
In addition, the Group encourages an open culture, with regular
discussions with employees regarding their performance and skills
development to achieve the objectives and strategy of the
Group.
Any recommendations from staff to improve the working
environment or in respect of health and safety matters will be
assessed by the Human Resources and Administration Manager and, as
appropriate, proposed to the Board for necessary actions to be
taken.
Given the size of the Group, all practices undertaken by the
Group are reviewed by the Executive Directors to ensure that the
ethical values and behaviours are being adhered to.
9. Maintain governance structures and processes that are fit for
purpose and support good decision- making by the board
The Board has overall responsibility for promoting the success
of the Group. The Executive Directors have day-to-day
responsibility for the operational management of the Group's
activities. The Non-executive Directors are responsible for
bringing independent and objective judgement to Board
decisions.
There is a clear separation of the roles of CEO and
Non-executive Chairman. The Chairman is responsible for overseeing
the running of the Board, ensuring that no individual or group
dominates the Board's decision-making and ensuring the
Non-executive Directors are properly briefed on matters. The
Chairman has overall responsibility for corporate governance
matters in the Group. The CEO has the responsibility for
implementing the strategy of the Board and managing the day-to-day
business activities of the Group.
The Board has established the following committees: Audit
Committee, Remuneration Committee and Nomination Committee. The
members of the three committees are all the three Non-executive
Directors. Abu Bakar bin Mohd Taib chairs the Audit Committee,
Remuneration Committee and Nomination Committee.
The Audit Committee normally meets at least once a year and has
responsibility for, amongst other things, planning and reviewing
the annual report and accounts and interim statements. It is also
responsible for ensuring that an effective system of internal
control is maintained. The ultimate responsibility for reviewing
and approving the annual financial statements and interim
statements remains with the Board.
The Remuneration Committee meets at least once a year and has
responsibility for making recommendations to the Board on matter
such as the remuneration packages for each of the Directors.
The Nomination Committee, which meets as required, has
responsibility for reviewing the size and composition of the Board,
the appointment of replacement or additional Directors and making
appropriate recommendations to the Board.
The Directors consider that the Group has an appropriate
governance framework for its size now and as it grows but they will
consider the evolution of this framework on an annual basis.
The Board does not maintain a formal schedule of matters
reserved for Board decision but matters such as financial results,
Board appointments and acquisitions require approval at Company's
Board meetings or written Board resolutions approved by the Board
which have the same force and effect as if adopted at duly convened
meetings of all the Directors . In 2022, the Company held five
Board meetings.
Board and committee meetings
Attendances of Directors at Board and committee meetings
convened in 2022 are set out below:
Audit Committee Remuneration
Meeting Committee
Board Meetings Attended Meeting Attended
Attended
Number of meetings in
year 5 2 1
---------------------------- ---------------- ------------------
Abu Bakar bin Mohd Taib 5 2 1
---------------------------- ---------------- ------------------
Dato' Hussian @ Rizal 5 N/A N/A
bin A. Rahman
---------------------------- ---------------- ------------------
Derrick Chia Kah Wai 5 N/A N/A
---------------------------- ---------------- ------------------
Seah Boon Chin 5 2 1
---------------------------- ---------------- ------------------
Azlinda Ezrina Binti
Ariffin 5 2 1
---------------------------- ---------------- ------------------
10. Communicate how the company is governed and is performing by
maintaining a dialogue with shareholders and other relevant
stakeholders.
The Company encourages two-way communication with various
stakeholder groups, including shareholders and responds quickly to
their relevant queries.
The Directors recognise the AGM as an important opportunity to
meet shareholders and the Directors are available to answer
questions raised by the shareholders.
The Company's website is regularly updated to include business
progress, financial performance and corporate actions reflecting
information that has already been announced by the Company through
regulatory announcements.
The Company will announce and post on its website the results of
voting on all resolutions in the general meetings (including annual
general meetings) including any actions to be taken as a result of
resolutions for which votes against have been received from at
least 20 per cent. of independent shareholders.
Under AIM Rule 26, the Company already publishes historical
annual reports, notices of meetings and other publications over the
last five years which can be found here:
http://www.mobilityone.com.my/v4/annual-reports.html
The Company has not published an audit committee or remuneration
committee report in its annual report and accounts. The Board feels
that this is appropriate given the size and stage of development of
the Group. The Board will consider annually whether it considers it
appropriate for these reports to be included in future annual
report and accounts.
Report of the Independent Auditors to the Members of
MobilityOne Limited
Opinion
We have audited the financial statements of MobilityOne Limited
(the 'parent company') and its subsidiaries (the 'Group'), which
comprise the consolidated statement of financial position as at 31
December 2022 and the consolidated income statement, consolidated
statement of comprehensive income, consolidated statement of
changes in equity and consolidated statement of cash flows for the
year then ended and notes to the financial statements, including a
summary of significant accounting policies.
The financial reporting framework that has been applied in the
preparation of the Group financial statements is applicable law and
International Financial Reporting Standards (IFRSs) as adopted by
the European Union. The financial reporting framework that has been
applied in the preparation of the parent company financial
statements is applicable law and International Financial Reporting
Standards (IFRSs) as adopted by the European Union.
In our opinion:
-- the financial statements give a true and fair view of the
state of the Group's and of the parent company's affairs as at 31
December 2022 and of the Group's loss for the year then ended;
-- the Group's financial statements have been properly prepared
in accordance with International Financial Reporting Standard
(IFRSs) as adopted by the European Union;
-- the parent company's financial statements have been properly
prepared in accordance with IFRSs as adopted by the European Union
and as applied in accordance with the requirements and provisions
of Companies (Jersey) Law 1991; and
-- the financial statements have been prepared in accordance
with the requirements of the Companies (Jersey) Law 1991
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor's responsibilities for the audit of the consolidated
financial statements section of our report. We are independent of
the Group in accordance with the International Ethics Standards
Board for Accountants' Code of Ethics for Professional Accountants
(IESBA Code) and ethical requirements that are relevant to our
audit of the financial statements in the UK, including the FRC's
Ethical Standard as applied to listed entities. We believe that the
audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the
Directors' use of the going concern basis of accounting in the
preparation of the financial statement is appropriate . Our
evaluation of the Directors' assessment of the entity's ability to
continue to adopt the going concern basis of accounting included,
as part of our risk assessment, review of the nature of the
business of the Company, its business model and related risks
including where relevant the impact of the COVID-19 pandemic and
Brexit, the requirements of the applicable financial reporting
framework and the system of internal control. We evaluated the
Directors' assessment of the Company's ability to continue as a
going concern, including challenging the underlying data and key
assumptions used to make the assessment, and evaluated the
directors' plans for future actions in relation to their going
concern assessment.
Based on the work we have performed, we have not identified any
material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on
MobilityOne Limited (the 'parent company') and its subsidiaries
(the 'Group') ability to continue as a going concern for a period
of at least twelve months from when the financial statements are
authorised for issue. However, because not all future events or
conditions can be predicted this statement is not a guarantee as to
the Company's ability to continue as a going concern.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report.
Key audit matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
consolidated financial statements of the current period and include
the most significant assessed risks of material misstatement
(whether or not due to fraud) we identified, including those which
had the greatest effect on: the overall audit strategy, the
allocation of resources in the audit; and directing the efforts of
the engagement team. These matters 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 matters. This is not a complete list of all risks identified
by our audit
Key audit matter How our audit addressed the key
audit matter
Investment in subsidiaries
MobilityOne Limited has significant We reviewed the net assets of
interest in subsidiary companies. the subsidiary companies in comparison
As such there is a risk that to the net book value of investments.
the net book value of investments
may be impaired. We considered the nature of MobilityOne
Limited as a holding company,
whilst the subsidiary companies
make up the trading element of
the Group. In light of this we
also compared the net book value
of investments with the market
capitalisation of the Group.
------------------------------------------
Inventory
The subsidiary of the Group, We reviewed the carrying value
MobilityOne Sdn Bhd, holds of the inventory against the
material levels of inventory Net Realisable Value (NRV) of
at the year end which presents the inventory in ensuring that
a risk that the carrying values the carrying value are not higher
might be overstated and impact than that of NRV.
the Group figures.
------------------------------------------
Our application of materiality
The scope of our audit was influenced by our application of
materiality. We set certain quantitative thresholds for
materiality. These, together with qualitative considerations,
helped us to determine the scope of our audit and the nature,
timing and extent of our audit procedures on the individual
financial statement line items and disclosures and in evaluating
the effect of misstatements, both individually and in aggregate on
the financial statements as a whole.
Based on our professional judgment, we determined materiality
for the financial statements as a whole as follows:
Group financial statements Company financial statements
Overall materiality GBP191,000 (2021: GBP9,000 (2021: GBP7,000).
GBP205,000).
------------------------------ -----------------------------
How we determined 1.5% of gross profit 5% of profit before
it tax
------------------------------ -----------------------------
Rationale for We believe that gross We believe that profit
benchmark applied profit, gross assets before tax and gross
and net assets are assets are the primary
the primary measures measure used by the
used by the shareholders shareholders in assessing
in assessing the performance the performance of
of the Group and is the Company, and is
a generally accepted a generally accepted
auditing benchmark. auditing benchmark
------------------------------ -----------------------------
For each component in the scope of our Group audit, we allocated
a materiality that is less than our overall Group materiality. The
range of materiality allocated across components was between
GBP130,000 and GBP5,000.
We agreed with the Audit Committee that we would report to them
misstatements identified during our audit above GBP10,000 (2021:
GBP15,050) as well as misstatements below those amounts that, in
our view, warranted reporting for qualitative reasons.
An overview of the scope of our audit
As part of designing our audit, we determined materiality and
assessed the risks of material misstatement in the financial
statements. In particular, we looked at where the directors made
subjective judgments, for example in respect of significant
accounting estimates that involved making assumptions and
considering future events that are inherently uncertain. As in all
of our audits we also addressed the risk of management override of
internal controls, including evaluating whether there was evidence
of bias by the directors that represented a risk of material
misstatement due to fraud.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed
enough work to be able to give an opinion on the financial
statements as a whole, taking into account the structure of the
Group and the Company, the accounting processes and controls, and
the industry in which they operate.
The Group's financial statements are a consolidation of ten
reporting units, comprising the Group's operating businesses and
holding companies.
We performed audits of the complete financial information of
MobilityOne Limited, MobilityOne Sdn Bhd, M1 Pay Sdn Bhd, One
Tranzact Sdn Bhd, OneShop Retail Sdn Bhd, M1 Merchant Sdn Bhd,
M-One Tech Limited and M1 AP Sdn Bhd reporting units, which were
individually financially significant and accounted for 100% of the
Group's revenue and 95% of the Group's absolute profit before tax
(i.e. the sum of the numerical values without regard to whether
they were profits or losses for the relevant reporting units).
The Group's engagement team performed all audit procedures, with
the exception of the audit of MobilityOne Sdn Bhd, M1 Pay Sdn Bhd,
One Tranzact Sdn Bhd, OneShop Retail Sdn Bhd, M1 Merchant Sdn Bhd
and M1 AP Sdn Bhd which were performed by a component auditor in
Malaysia.
Our involvement in the work of the component auditor in Malaysia
included regular communication with a formal meeting arranged
following the performance of the procedures. A review of the
working papers was undertaken in the United Kingdom and we visited
the offices of both the Malaysian component auditor and client.
Other information
The other information comprises the information included in the
annual report, other than the financial statements and our
auditor's report thereon. The Directors are responsible for the
other information contained within the annual report. Our opinion
on the financial statements does not cover the other information
and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing
so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge
obtained in the audit or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent
material misstatements, we are required to determine whether there
is a material misstatement in the financial statements or a
material misstatement of the other information. If, based on the
work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report
that fact.
We have nothing to report in this regard.
Matters on which we are required to report by exception by the
Companies (Jersey) Law 1991
In the light of the knowledge and understanding of the Group and
parent company and its environment obtained in the course of the
audit, we have not identified material misstatements in the
directors' report.
We have nothing to report in respect of the following matters in
relation to which the Companies (Jersey) Law 1991 Article 113B (3)
requires us to report to you if, in our opinion:
-- proper accounting records have not been kept by the parent
company, or returns adequate for our audit have not been received
from branches not visited by us; or
-- we have not received all the information and explanations we require for our audit; or
-- the group and parent company financial statements are not in
agreement with the accounting records and returns.
Responsibilities of Management and Those Charged with Governance
for the Consolidated Financial Statement
As explained more fully in the directors' responsibilities
statement set out on page 9, the Directors and management are
responsible for the preparation and fair presentation of the
consolidated of the financial statements in accordance with IFRS,
and for such internal control as the directors and management
determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to
fraud or error.
In preparing the consolidated financial statements, the
Directors and management are responsible for assessing the Group's
and parent company's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the Directors
and management either intend to liquidate the Group or the parent
company or to cease operations, or have no realistic alternative
but to do so.
Those charged with governance are responsible for overseeing the
Group's financial reporting process.
Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the consolidated 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.
The extent to which the audit was considered capable of
detecting irregularities including fraud
Our approach to identifying and assessing the risks of material
misstatement in respect of irregularities, including fraud and
non-compliance with laws and regulations, was as follows:
-- the senior statutory auditor ensured the engagement team
collectively had the appropriate competence, capabilities and
skills to identify or recognise non-compliance with applicable laws
and regulations.
-- we identified the laws and regulations applicable to the
group through discussions with directors and other management.
-- we focused on specific laws and regulations which we
considered may have a direct material effect on the financial
statements or the operations of the company, including taxation
legislation, data protection, anti-bribery, employment,
environmental, health and safety legislation and anti-money
laundering regulations.
-- we assessed the extent of compliance with the laws and
regulations identified above through making enquiries of management
and inspecting legal correspondence.
-- identified laws and regulations were communicated within the
audit team regularly and the team remained alert to instances of
non-compliance throughout the audit; and
-- we assessed the susceptibility of the group's financial
statements to material misstatement, including obtaining an
understanding of how fraud might occur, by:
o making enquiries of management as to where they considered
there was susceptibility to fraud, their knowledge of actual,
suspected and alleged fraud; and
o considering the internal controls in place to mitigate risks
of fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and
override of controls, we:
-- performed analytical procedures to identify any unusual or unexpected relationships;
-- tested journal entries to identify unusual transactions;
-- assessed whether judgements and assumptions made in
determining the accounting estimates set out in note 2 of the Group
financial statements were indicative of potential bias;
-- investigated the rationale behind significant or unusual transactions; and
-- in response to the risk of irregularities and non-compliance
with laws and regulations, we designed procedures which included,
but were not limited to:
o agreeing financial statement disclosures to underlying
supporting documentation;
o reading the minutes of meetings of those charged with
governance;
o enquiring of management as to actual and potential litigation
and claims; and
o reviewing correspondence with local tax authority and the
group's legal advisors.
There are inherent limitations in our audit procedures described
above. The more removed laws and regulations are from financial
transactions, the less likely it is that we would become aware of
noncompliance. Auditing standards also limit the audit procedures
required to identify non-compliance with laws and regulations to
enquiry of the directors and other management and the inspection of
regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to
detect than those that arise from error as they may involve
deliberate concealment or collusion.
A further description of our responsibilities for the audit of
the financial statements is located on the Financial Reporting
Council's website at :
http://www.frc.org.uk/auditorsresponsibilities . This description
forms part of our auditor's report.
Use of this report
This report is made solely to the company's members, as a body,
in accordance with Article 113A of the Companies (Jersey) Law 1991.
Our audit work has been undertaken so that we might state to the
company's members those matters we are required to state to them in
an auditor's report and for no other purpose. To the fullest extent
permitted 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.
Sudhir Rawal
For and on behalf of Jeffreys Henry LLP, Statutory Auditor
Finsgate
5-7 Cranwood Street
London
EC1V 9EE
United Kingdom
Date: 30 June 2023
Consolidated Income Statement
For the year ended 31 December 2022
2022 2021
Note GBP GBP
Revenue 5 233,761,671 255,707,270
Cost of sales (221,010,827) (242,050,541)
-------------- --------------
GROSS PROFIT 12,750,844 13,656,729
Other operating income 183,426 155,832
Administration expenses (11,940,311) (11,256,000)
Other operating expenses (304,196) (411,740)
Net loss on financial instruments (273,642) (13,366)
Share of associate result 16 - -
-------------- --------------
OPERATING PROFIT 416,121 2,131,455
Finance costs 6 (137,143) (115,620)
-------------- --------------
PROFIT BEFORE TAX 7 278,978 2,015,835
Tax 8 (262,350) (507,582)
PROFIT FROM CONTINUING OPERATIONS 16,628 1,508,253
PROFIT 16,628 1,508,253
-------------- --------------
Attributable to:
Owners of the parent 23,857 1,524,429
Non-controlling interests (7,229) (16,176)
-------------- --------------
16,628 1,508,253
-------------- --------------
PROFIT PER SHARE
Basic earnings per share (pence) 10 0.022 1.434
Diluted earnings per share
(pence) 10 0.021 1.341
PROFIT PER SHARE FROM CONTINUING
OPERATIONS
Basic earnings per share (pence) 10 0.022 1.434
Diluted earnings per share
(pence) 10 0.021 1.341
The notes form part of these financial statements
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2022
2022 2021
GBP GBP
PROFIT FOR THE YEAR 16,628 1,508,253
OTHER COMPREHENSIVE PROFIT
Items that are or may be reclassified
subsequently to profit or loss
Foreign currency translation 354,322 (44,254)
TOTAL COMPREHENSIVE PROFIT 370,950 1,463,999
-------- ----------
Total comprehensive profit attributable
to:
Owners of the parent 378,832 1,458,754
Non-controlling interests (7,882) 5,245
370,950 1,463,999
-------- ----------
The notes form part of these financial statements
Consolidated Statement of Changes in Equity
For The Year Ended 31 December 2022
Attributable to Owners of the Parent
------------------------------------------------------------------------------------
Non-Distributable Distributable
--------------
Foreign
Reverse Currency Non-
Share Share Acquisition Translation Accumulated controlling Total
Capital Premium Reserve Reserve Losses Total Interests Equity
GBP GBP GBP GBP GBP GBP GBP GBP
At 1 January
2022 2,657,470 909,472 708,951 692,707 (117,623) 4,850,977 (7,229) 4,843,748
Comprehensive
profit
---------- -------- ------------ ---------------- -------------- ---------- ------------ ----------
Profit for the
year - - - - 23,857 23,857 (7,229) 16,628
Foreign
currency
translation - - - 354,975 - 354,975 (653) 354,322
---------- -------- ------------ ---------------- -------------- ---------- ------------ ----------
Total
comprehensive
profit for
the year - - - 354,975 23,857 378,832 (7,882) 370,950
---------- -------- ------------ ---------------- -------------- ---------- ------------ ----------
At 31 December
2022 2,657,470 909,472 708,951 1,047,682 (93,766) 5,229,809 (15,111) 5,214,698
---------- -------- ------------ ---------------- -------------- ---------- ------------ ----------
The notes form part of these financial statements
Consolidated Statement Of Changes in Equity (continued)
For The Year Ended 31 December 2022
Attributable to Owners of the Parent
----------------------------------------------------------------------------
Non-Distributable Distributable
------------------------------------------------ ------------
Foreign
Reverse Currency Non-
------------
Share Share Acquisition Translation Accumulated controlling Total
Capital Premium Reserve Reserve Losses Total Interests Equity
GBP GBP GBP GBP GBP GBP GBP GBP
At 1 January
2021 2,657,470 909,472 708,951 758,382 (1,642,052) 3,392,223 (12,474) 3,379,749
Comprehensive
profit
---------- -------- ------------ ------------ -------------- ---------- ------------ ----------
Profit for the
year - - - - 1,524,429 1,524,429 (16,176) 1,508,253
Foreign
currency
translation - - - (65,675) - (65,675) 21,421 (44,254)
---------- -------- ------------ ------------ -------------- ---------- ------------ ----------
Total
comprehensive
profit for
the year - - - (65,675) 1,524,429 1,458,754 5,245 1,463,999
At 31 December
2021 2,657,470 909,472 708,951 692,707 (117,623) 4,850,977 (7,229) 4,843,748
---------- -------- ------------ ------------ -------------- ---------- ------------ ----------
Share capital is the amount subscribed for shares at nominal
value.
Share premium represents the excess of the amount subscribed for
share capital over the nominal value of the respective shares net
of share issue expenses.
The reverse acquisition reserve relates to the adjustment
required by accounting for the reverse acquisition in accordance
with IFRS 3.
The Company's assets and liabilities stated in the Statement of
Financial Position were translated into Pound Sterling (GBP) using
the closing rate as at the Statement of Financial Position date and
the Income Statements were translated into GBP using the average
rate for that period. All resulting exchange differences are taken
to the foreign currency translation reserve within equity.
Retained earnings represent the cumulative earnings of the Group
attributable to equity shareholders.
Non-controlling interests represent the share of ownership of
subsidiary companies outside the Group.
The notes form part of these financial statements
Company Statement of Changes in Equity
For The Year Ended 31 December 2022
Share Share Accumulated
Capital Premium Losses Total
GBP GBP GBP GBP
At 1 January 2022 2,657,470 909,472 (2,033,120) 1,533,822
Loss for the year - - (178,125) (178,125)
---------- -------- ------------- ----------
At 31 December 2022 2,657,470 909,472 (2,211,245) 1,355,697
---------- -------- ------------- ----------
At 1 January 2021 2,657,470 909,472 (1,885,848) 1,681,094
Loss for the year - - (147,272) (147,272)
At 31 December 2021 2,657,470 909,472 (2,033,120) 1,533,822
---------- -------- ------------- ----------
The notes form part of these financial statements
Consolidated Statement of Financial Position
As at 31 December 2022
2022 2021
Note GBP GBP
ASSETS
Non-current assets
Intangible assets 11 214,180 433,844
Property, plant and equipment 12 1,122,194 950,664
Right-of-use assets 14 182,935 155,660
Trade and other receivables 17 228,050 -
Other investment 12,281 -
1,759,640 1,540,168
----------- -----------
Current assets
Inventories 15 3,189,901 3,118,571
Trade and other receivables 17 2,179,785 3,177,698
Tax recoverable 183,321 53,010
Cash and cash equivalents 18 5,015,172 4,665,524
10,568,179 11,014,803
----------- -----------
TOTAL ASSETS 12,327,819 12,554,971
----------- -----------
SHAREHOLDERS' EQUITY
Equity attributable to
owners of the parent:
Called up share capital 19 2,657,470 2,657,470
Share premium 20 909,472 909,472
Reverse acquisition reserve 21 708,951 708,951
Foreign currency translation
reserve 22 1,047,682 692,707
Accumulated losses 23 (93,766) (117,623)
----------- -----------
Shareholders' equity 5,229,809 4,850,977
Non-controlling interests (15,111) (7,229)
----------- -----------
TOTAL EQUITY 5,214,698 4,843,748
----------- -----------
2022 2021
Note GBP GBP
LIABILITIES
Non-current liabilities
Loans and borrowings - secured 24 221,697 217,881
Lease liabilities 14 98,450 83,501
Deferred tax liabilities 15,484 42,570
335,631 343,952
----------- -----------
Current liabilities
Trade and other payables 25 2,947,056 5,203,551
Amount due to Directors 26 66,855 124,426
Loans and borrowings - secured 24 3,647,482 1,958,841
Lease liabilities 14 105,316 71,988
Tax payables 10,781 8,465
6,777,490 7,367,271
----------- -----------
Total liabilities 7,113,121 7,711,223
----------- -----------
TOTAL EQUITY AND LIABILITIES 12,327,819 12,554,971
----------- -----------
The financial statements were approved and authorised by the
Board of Directors on 30 June 2023 and were signed on its behalf
by:
............................................................................
Dato' Hussian @ Rizal bin A. Rahman
Chief Executive Officer
Company Statement of Financial Position
As at 31 December 2022
2022 2021
Note GBP GBP
ASSETS
Non-current asset
Investment in subsidiary companies 13 1,976,339 1,976,339
Investment in associate company 16 - -
1,976,339 1,976,339
------------ ------------
Current assets
Trade and other receivables 17 - 18
Amount owing from subsidiary companies 55,638 36,638
Cash and cash equivalents 18 11,264 11,248
66,902 47,904
------------ ------------
TOTAL ASSETS 2,043,241 2,024,243
------------ ------------
SHAREHOLDERS' EQUITY
Equity attributable to owners
of the parent:
Called up share capital 19 2,657,470 2,657,470
Share premium 20 909,472 909,472
Accumulated losses 23 (2,211,245) (2,033,120)
TOTAL EQUITY 1,355,697 1,533,822
------------ ------------
Current liabilities
Trade and other payables 25 10,658 901
Amount due to subsidiary companies 612,703 367,605
Amount due to Directors 26 64,183 121,915
TOTAL LIABILITIES 687,544 490,421
------------ ------------
TOTAL EQUITY AND LIABILITIES 2,043,241 2,024,243
------------ ------------
The financial statements were approved and authorised by the
Board of Directors on 30 June 2023 and were signed on its behalf
by:
............................................................................
Dato' Hussian @ Rizal bin A. Rahman
Chief Executive Officer
Consolidated Statement of Cash Flows
For the year ended 31 December 2022
2022 2021
Note GBP GBP
Cash flow from operating activities
Cash flow from operations 27 (614,763) 2,409,305
Interest received 35,933 12,867
Tax paid (421,991) (723,469)
Tax refund 5,532 -
---------- ------------
Net cash (used in)/generated from
operating activities (995,289) 1,698,703
---------- ------------
Cash flow from investing activities
Purchase of property, plant and
equipment 12 (390,056) (34,866)
Addition in right-of-use assets - (5,690)
Addition in other investment (12,281) -
Net cash outflow for acquisition
of subsidiary company 13 - (376,517)
Proceeds from disposal of property, 8,465 -
plant and equipment
Repayment from associate company - 221,583
Addition in non-controlling interests - 21,310
Net cash used in investing activities (393,872) (174,180)
---------- ------------
Cash flows from financing activities
Interest paid (137,143) (115,620)
Net change of banker acceptance 24 1,562,937 (1,202,597)
Repayment of lease liabilities 14 (111,144) (122,576)
Repayment of term loan (9,615) (8,734)
Net cash from/(used in) financing
activities 1,305,035 (1,449,527)
---------- ------------
(Derease)/Increase in cash and
cash equivalents (84,126) 74,996
Effect of foreign exchange rate
changes 433,774 172,652
Cash and cash equivalents at
beginning of year 4,665,524 4,417,876
Cash and cash equivalents at
end of year 18 5,015,172 4,665,524
---------- ------------
Company Statement of Cash Flows
For the year ended 31 December 2022
2022 2021
Note GBP GBP
Cash flow from operating activities
Cash depleted in operations 27 16 (135,772)
------- ----------
Cash flow from investing activities
Advances to a subsidiary company,
representing net cash - (36,637)
from investing activities - (36,637)
------- ----------
Cash flow from financing activity
Advances from a subsidiary company,
representing net cash
from financing activity - 172,518
------- ----------
Increase in cash and cash equivalents 16 109
Cash and cash equivalents at beginning
of year 11,248 11,139
------- ----------
Cash and cash equivalents at end
of year 18 11,264 11,248
------- ----------
Notes to the Financial Statements
For the year ended 31 December 2022
1. GENERAL INFORMATION
The principal activity of the Company is investment holding. The
principal activities of the subsidiary companies are set out in
Note 13 to the financial statements. There were no significant
changes in the nature of these activities during the year.
The Company is incorporated in Jersey, the Channel Islands under
the Companies (Jersey) Law 1991 and is listed on AIM. The
registered office is located at 13 Castle Street, St Helier, Jersey
JE1 1ES, Channel Islands. The consolidated financial statements for
the year ended 31 December 2022 comprise the results of the Company
and its subsidiary companies undertakings. The Company's shares are
traded on AIM of the London Stock Exchange.
MobilityOne Limited is the holding company of an established
group of companies ("Group") based in Malaysia which is in the
business of providing e-commerce infrastructure payment solutions
and platforms through their proprietary technology solutions, which
are marketed under the brands MoCS and ABOSSE.
The Group has developed an end-to-end e-commerce solution which
connects various service providers across several industries such
as banking, telecommunication and transportation through multiple
distribution devices such as EDC terminals, short messaging
services, Automated Teller Machine and Internet banking.
The Group's technology platform is flexible, scalable and has
been designed to facilitate cash, debit card and credit card
transactions (according to the device) from multiple devices while
controlling and monitoring the distribution of different products
and services.
2. ACCOUNTING POLICIES
Basis of preparation
These financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRSs and IFRIC
interpretations) issued by the International Accounting Standards
Board (IASB), as adopted by the European Union, and with those
parts of the Companies (Jersey) Law 1991 applicable to companies
preparing their financial statements under IFRS. The financial
statements have been prepared under the historical cost
convention.
Going Concern
The Group's business activities, together with the factors
likely to affect its future development, performance and position,
are set out in Chairman's statement on page 2. The financial
position of the Group, its cash flows, liquidity position and
borrowing facilities are described in the financial statements and
associated notes. In addition, Note 3 to the financial statements
includes the Group's objectives, policies and processes for
managing its capital; its financial risk management objectives;
details of its financial instruments and hedging activities; and
its exposures to credit risk and liquidity risk.
In order to assess the going concern of the Group, the Directors
have prepared cashflow forecasts for companies within the Group.
These cashflow forecasts show the Group expect an increase in
revenue and will have sufficient headroom over available banking
facilities. The Group has obtained banking facilities sufficient to
facilitate the growth forecast in future periods. No matters have
been drawn to the Directors' attention to suggest that future
renewals may not be forthcoming on acceptable terms.
In addition, the controlling shareholder has also undertaken to
provide support to enable the Group to meet its debts as and when
they fall due.
After making enquiries, the Directors have a reasonable
expectation that the Group has adequate resources to continue in
operational existence for the foreseeable future. Accordingly, they
continue to adopt the going concern basis in preparing the
financial statements.
The financial statements do not include any adjustments that
would result if the forecast were not achieved and shareholder
support was withdrawn.
Estimation uncertainty and critical judgements
The significant areas of estimation uncertainty and critical
judgements in applying accounting policies that have the most
significant effect on the amount amortisation in the financial
statements are as follows:
(i) Depreciation of property, plant and equipment
The costs of property, plant and equipment of the Group are
depreciated on a straight-line basis over the useful lives of the
assets. Management estimates the useful lives of the property,
plant and equipment to be within 3 to 50 years. These are common
life expectancies applied in the industry. Changes in the expected
level of usage and technological developments could impact the
economic useful lives and the residual values of these assets,
therefore future depreciation charges could be revised. The
carrying amounts of the Group's property, plant and equipment as at
31 December 2022 are disclosed in Note 12 to the financial
statements.
(ii) Amortisation of intangible assets
Software is amortised over its estimated useful life. Management
estimated the useful life of this asset to be within 10 years.
Changes in the expected level of usage and technological
development could impact the economic useful life therefore future
amortisation could be revised.
The research and development costs are amortised on a
straight-line basis over the life span of the developed assets.
Management estimated the useful life of these assets to be within 5
years. Changes in the technological developments could impact the
economic useful life and the residual values of these assets,
therefore future amortisation charges could be revised.
The carrying amounts of the Group's intangible assets as at 31
December 2022 are disclosed in Note 11 to the financial
statements.
However, if the projected sales do not materialise there is a
risk that the value of the intangible assets shown above would be
impaired.
(iii) Impairment of goodwill on consolidation
The Group determines whether goodwill is impaired at least on an
annual basis. This requires an estimation of the value-in-use of
the cash generating units ("CGU") to which goodwill is allocated.
Estimating a value-in-use amount requires management to make an
estimation of the expected future cash flows from the CGU and also
to choose a suitable discount rate in order to calculate the
present value of those cash flows.
The Group's cash flow projections include estimates of sales.
However, if the projected sales do not materialise there is a risk
that the value of goodwill would be impaired.
The Directors have carried out a detailed impairment review in
respect of goodwill. The Group assesses at each reporting date
whether there is an indication that an asset may be impaired, by
considering the cash flows forecasts. The cash flow projections are
based on the assumption that the Group can realise projected sales.
A prudent approach has been applied with no residual value being
factored. At the period end, based on these assumptions, there was
indication of impairment of the value of goodwill and of
development costs.
The carrying amount of the Group's goodwill on consolidation as
at 31 December 2022 is disclosed in the Note 11 to the financial
statements.
(iv) Going concern
The Group determines whether it has sufficient resources in
order to continue its activities by reference to budget together
with current and forecast liquidity. This requires an estimate of
the availability of such funding which is critically dependent on
external borrowings support from the majority shareholders of the
Group and, to an extent, macroeconomic factors.
(v) Inventories valuation
Inventories are measured at the lower of cost and net realisable
value. The Company estimates the net realisable value of
inventories based on an assessment of expected sales prices. Demand
levels and pricing competition could change from time to time. If
such factors result in an adverse effect on the Group's products,
the Group might be required to reduce the value of its inventories.
Details of inventories are disclosed in Note 15 to the financial
statements.
(vi) Income taxes
Judgement is involved in determining the provision for income
taxes. There are certain transactions and computations for which
the ultimate tax determination is uncertain during the ordinary
course of business.
The Company recognises liabilities for expected tax issues based
on estimates of whether additional taxes will be due. Where the
final tax outcome of these matters is different from the amounts
that were initially recognised, such differences will impact the
income tax and deferred tax provisions in the period in which such
determination is made. As at 31 December 2022, the Group has tax
recoverable of GBP 183,321 (20 21 : GBP 53,010 ).
IFRS AND IAS UPDATE FOR 31 DECEMBER 2022 ACCOUNTS
Standards, interpretations and amendments to published standards
that are not yet effective
The following standards, amendments and interpretations
applicable to the Group are in issue but are not yet effective and
have not been early adopted in these financial statements. They may
result in consequential changes to the accounting policies and
other note disclosures. We do not expect the impact of such changes
on the financial statements to be material. These are outlined in
the table below:
Effective dates
for financial
periods beginning
on or after
--------------------
IFRS 17 Insurance Contracts 1 January 2023
Amendments to IFRS Insurance Contracts 1 January 2023
17
Amendments to IFRS Initial application of IFRS 1 January 2023
17 17 and IFRS 9 - Comparative
Information
Amendments to IAS Disclosure of Accounting 1 January 2023
1 Policies
Amendments to IAS Definition of Accounting 1 January 2023
8 Estimates
Amendments to IAS Deferred Tax related to 1 January 2024
12 Assets and Liabilities arising
from a Single Transaction
Amendments to IAS Classification of Liabilities 1 January 2024
1 as Current or Non-current
Amendments to IFRS Lease Liability in a Sale 1 January 2024
16 and Leaseback
Amendments to IAS Non-current Liabilities 1 January 2024
1 with Covenants
Amendments to IFRS Sale or Contribution of Deferred until
10 and IAS 28 Assets between an Investor further notice
and its Associate or Joint
Venture
The Directors anticipate that the adoption of these standards
and the interpretations in future periods will have no material
impact on the financial statements of the Group.
Basis of consolidation
The consolidated financial statements incorporate the financial
statements of the Company and entities controlled by the Company
(its subsidiary companies) made up to 31 December each year.
Control is achieved where the Company has the power to govern the
financial and operating policies of an investee entity so as to
obtain benefits from its activities.
Transactions, balances and unrealised gains on transactions
between Group companies are eliminated. Unrealised losses are also
eliminated but considered an impairment indicator of the asset
transferred. Accounting policies of its subsidiary companies have
been changed (where necessary) to ensure consistency with the
policies adopted by the Group.
(i) Subsidiary companies
Subsidiary companies are entities over which the Group has the
ability to control the financial and operating policies so as to
obtain benefits from their activities. The existence and effect of
potential voting rights that are currently exercisable or
convertible are considered when assessing whether the Group has
such power over another entity.
In the Company's separate financial statements, investments in
subsidiary companies are stated at cost less impairment losses. On
disposal of such investments, the difference between net disposal
proceeds and their carrying amounts is included in profit or
loss.
(ii) Basis of consolidation
On 22 June 2007 MobilityOne Limited acquired the entire issued
share capital of MobilityOne Sdn. Bhd. By way of a share for share
exchange, under IFRS this transaction meets the criteria of a
Reverse Acquisition. The consolidated accounts have therefore been
presented under the Reverse Acquisition Accounting principles of
IFRS 3 and show comparatives for MobilityOne Sdn. Bhd. For
financial reporting purposes, MobilityOne Sdn. Bhd. (the legal
subsidiary company) is the acquirer and MobilityOne Limited (the
legal parent company) is the acquiree.
No goodwill has been recorded and the difference between the
parent Company's cost of investment and MobilityOne Sdn. Bhd.'s
share capital and share premium is presented as a reverse
acquisition reserve within equity on consolidation.
The consolidated financial statements incorporate the financial
statements of the Company and all entities controlled by it after
eliminating internal transactions. Control is achieved where the
Group has the power to govern the financial and operating policies
of a Group undertaking so as to obtain economic benefits from its
activities. Undertakings' results are adjusted, where appropriate,
to conform to Group accounting policies.
Subsidiary companies are consolidated from the date of
acquisition, being the date on which the Group obtains control, and
continue to be consolidated until the date that such control
ceases. In preparing the consolidated financial statements,
intra-group balances, transactions and unrealised gains or losses
are eliminated in full. Uniform accounting policies are adopted in
the consolidated financial statements for like transactions and
events in similar circumstances.
The share capital in the consolidated statement of changes in
equity for both the current and comparative period uses a historic
exchange rate to determine the equity value.
As permitted by and in accordance with Article 105 of the
Companies (Jersey) Law 1991, a separate income statement of
MobilityOne Limited, is not presented.
Revenue recognition
Revenue is recognised when it is probable that economic benefits
associated with the transaction will flow to the Group and the
amount of the revenue can be measured reliably.
(i) Revenue from trading activities
Revenue in respect of using the Group's e-Channel platform
arises from the sales of prepaid credit, sales commissions received
and fees per transaction charged to customers. Revenue for sales of
prepaid credit is deferred until such time as the products and
services are delivered to end users. Sales commissions and
transaction fees are received from various product and services
providers and are recognised when the services are rendered and
transactions are completed.
Revenue from solution sales and consultancy comprise sales of
software solutions, hardware equipment, consultancy fees and
maintenance and support services. For sales of hardware equipment,
revenue is recognised when the significant risks associated with
the equipment are transferred to customers or the expiry of the
right of return. For all other related sales, revenue is recognised
upon delivery to customers and over the period in which services
are expected to be provided to customers.
Revenue from remittance comprises transaction service fees
charged to customers/senders. Transaction fees are received from
senders and are recognised when the services are rendered and
transactions are completed.
More than 95% of the Group's revenue for the financial ended 31
December 2022 was generated in Malaysia and n one of the revenue
was derived in the United Kingdom.
(ii) Interest income
Interest income is recognised on a time proportion basis that
takes into account the effective yield on the asset.
(iii) Rental income
Rental income is recognised on an accrual basis.
Employee benefits
(i) Short term employee benefits
Wages, salaries, bonuses and social security contributions are
recognised as an expense in the period in which the associated
services are rendered by employees of the Group. Short term
accumulating compensated absences such as paid annual leave are
recognised when services are rendered by employees that increase
their entitlement to future compensation absences. Short term
non-accumulating compensated absences such as sick and medical
leave are recognised when the absences occur.
The expected cost of accumulating compensated absences is
measured as the additional amount expected to be paid as a result
of the unused entitlement that has accumulated at the Statement of
Financial Position date.
(ii) Defined contribution plans
As required by law, companies in Malaysia make contributions to
the state pension scheme, the Employees Provident Fund ("EPF").
Such contributions are recognised as an expense in the income
statement in the period to which they relate. The other subsidiary
companies also make contribution to their respective countries'
statutory pension schemes.
Functional currency translation
(i) Functional and presentation currency
Items included in the financial statements of each of the
Group's entities are measured using the currency of the primary
economic environment in which the entity operates (the functional
currency). The functional currency of the Group is Ringgit Malaysia
(RM). The consolidated financial statements are presented in Pound
Sterling (GBP), which is the Company's presentational currency as
this is the currency used in the country in which the entity is
listed.
Assets and liabilities are translated into Pound Sterling (GBP)
at foreign exchange rates ruling at the Statement of Financial
Position date. Results and cash flows are translated into Pound
Sterling (GBP) using average rates of exchange for the period.
(ii) Transactions and balances
Foreign currency transactions are translated into the functional
currency using exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at
year-end exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognised in the income
statement.
(iii) Transactions and balances (Continued)
The financial information set out below has been translated at
the following rates:
Exchange rate (RM:
GBP)
At Statement
of Financial Average
Position for year
date
Year ended 31 December 2022 5.29 5.43
Year ended 31 December 2021 5.63 5.70
Taxation
Taxation on the income statement for the financial period
comprises current and deferred tax. Current tax is the expected
amount of taxes payable in respect of the taxable profit for the
financial period and is measured using the tax rates that have been
enacted at the Statement of Financial Position date.
Deferred tax is recognised on the liability method for all
temporary differences between the carrying amount of an asset or
liability in the Statement of Financial Position and its tax base
at the Statement of Financial Position date. Deferred tax
liabilities are recognised for all taxable temporary differences
and deferred tax assets are recognised for all deductible temporary
differences, unused tax losses and unused tax credits to the extent
that it is probable that future taxable profit will be available
against which the deductible temporary differences, unused tax
losses and unused tax credits can be recognised. Deferred tax is
not recognised if the temporary difference arises from goodwill or
negative goodwill or from the initial recognition of an asset or
liability in a transaction which is not a business combination and
at the time of the transaction, affects neither accounting profit
nor taxable profit.
Deferred tax assets and liabilities are measured at the tax
rates that are expected to apply to the period when the asset is
recognised or the liability is settled, based on the tax rates that
have been enacted or substantively enacted by the Statement of
Financial Position date. The carrying amount of a deferred tax
asset is reviewed at each Statement of Financial Position date and
is reduced to the extent that it becomes probable that sufficient
future taxable profit will be available.
Deferred tax is recognised in the income statement, except when
it arises from a transaction which is recognised directly in
equity, in which case the deferred tax is also charged or credited
directly in equity, or when it arises from a business combination
that is an acquisition, in which case the deferred tax is included
in the resulting goodwill or negative goodwill.
Intangible assets
(i) Research and development costs
All research costs are recognized in the income statement as
incurred.
Expenditure incurred on projects to develop new products is
recognised and deferred only when the Group can demonstrate the
technical feasibility of completing the intangible asset so that it
will be available for use or sale, its intention to complete and
its ability to use or sell the asset, how the asset will generate
future economic benefits, the availability of resources to complete
the project and the ability to measure reliably the expenditure
during the development. Product development expenditures which do
not meet these criteria are expensed when incurred.
Development costs, considered to have finite useful lives, are
stated at cost less any impairment losses and are amortised through
other operating expenses in the income statement using the
straight-line basis over the commercial lives of the underlying
products not exceeding five years. Impairment is assessed whenever
there is an indication of impairment and the amortisation period
and method are also reviewed at least at each Statement of
Financial Position date.
(i) Goodwill on consolidation
Goodwill acquired in a business combination is initially
measured at cost, representing the excess of the purchase price
over the Group's interest in the net fair value of the identifiable
assets, liabilities and contingent liabilities.
Following the initial recognition, goodwill is measured at cost
less accumulated impairment losses. Goodwill is not amortised but
instead, it is reviewed for impairment annually or more frequent
when there is objective evidence that the carrying value may be
impaired, in accordance with the accounting policy disclosed in
impairment of assets.
Gains or losses on the disposal of an entity include the
carrying amount of goodwill relating to the entity sold.
(iii) Software
Software which forms an integral part of the related hardware is
capitalised with that hardware and included within property, plant
and equipment. Software which are not an integral part of the
related hardware are capitalised as intangible assets.
Acquired computer software licenses are capitalised on the basis
of the costs incurred to acquired and bring to use the specific
software. These costs are amortised over their estimated useful
life of 10 years.
Impairment of assets
The carrying amounts of assets are reviewed at each reporting
date to determine whether there is any indication of
impairment.
If any such indication exists then the asset's recoverable
amount is estimated. For goodwill that has an indefinite useful
life, recoverable amount is estimated at each reporting date or
more frequently when indications of impairment are identified.
An impairment loss is recognized if the carrying amount of an
asset or its cash-generating unit exceeds its recoverable amount
unless the asset is carried at a revalued amount, in which case the
impairment loss is recognised directly against any revaluation
surplus for the asset to the extent that the impairment loss does
not exceed the amount in the revaluation surplus for that same
asset. A cash-generating unit is the smallest identifiable asset
group that generates cash flows that are largely independent from
other assets and groups. Impairment losses are recognized in the
income statement in the period in which it arises. Impairment
losses recognised in respect of cash-generating units are allocated
first to reduce the carrying amount of any goodwill allocated to
the units and then to reduce the carrying amount of the other
assets in the unit (group of units) on a pro rata basis.
The recoverable amount of an asset or cash-generating unit is
the greater of its value in use and its fair value less costs to
sell. In assessing value in use, the estimated future cash flows
are discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of money
and the risks specific to the asset.
Impairment loss on goodwill is not reversed in a subsequent
period. An impairment loss for an asset other than goodwill is
reversed if, and only if, there has been a change in the estimates
used to determine the asset's recoverable amount since the last
impairment loss was recognised. The carrying amount of an asset
other than goodwill is increased to its revised recoverable amount,
provided that this amount does not exceed the carrying amount that
would have been determined (net of amortisation or depreciation)
had no impairment loss been recognized for the asset in prior
years. A reversal of impairment loss for an asset other than
goodwill is recognized in the income statement unless the asset is
carried at revalued amount, in which case, such reversal is treated
as a revaluation increase.
Property, plant and equipment
(a) Recognition and measurement
Property, plant and equipment are stated at cost less
accumulated depreciation and accumulated impairment losses.
Cost includes expenditures that are directly attributable to the
acquisition of the asset. The cost of self-constructed assets
includes the cost of materials and direct labour, any other costs
directly attributable to bringing the asset to working condition
for its intended use, and the costs of dismantling and removing the
items and restoring the site on which they are located. Purchased
software that is integral to the functionality of the related
equipment is capitalised as part of that equipment.
The cost of property, plant and equipment recognised as a result
of a business combination is based on fair value at acquisition
date. The fair value of property is the estimated amount for which
a property could be exchanged on the date of valuation between a
willing buyer and a willing seller in an arm's length transaction
after proper marketing wherein the parties had each acted
knowledgeably, prudently and without compulsion. The fair value of
other items of plant and equipment is based on the quoted market
prices for similar items.
When significant parts of an item of property, plant and
equipment have different useful lives, they are accounted for as
separate items (major components) of property, plant and
equipment.
(b) Subsequent costs
The cost of replacing part of an item of property, plant and
equipment is recognised in the carrying amount of the item if it is
probable that the future economic benefits embodied within the part
will flow to the Group and its cost can be measured reliably. The
costs of the day-to-day servicing of property, plant and equipment
are recognised in the income statement as incurred.
(c) Depreciation
Depreciation is recognised in the income statement on a
straight-line basis over the estimated useful lives of property,
plant and equipment. Leased assets are depreciated over the shorter
of the lease term and their useful lives. Property, plant and
equipment under construction are not depreciated until the assets
are ready for their intended use.
The estimated useful lives for the current and comparative
periods are as follows:
Building 50 years
Motor vehicles 5 years
Leasehold improvement 10 years
Electronic Data Capture equipment 10 years
Computer equipment 3 to 5 years
Computer software 10 years
Furniture and fittings 10 years
Office equipment 10 years
Renovation 10 years
The depreciable amount is determined after deducting the
residual value.
Depreciation methods, useful lives and residual values are
reassessed at each financial period end.
Upon disposal of an asset, the difference between the net
disposal proceeds and the carrying amount of the assets is charged
or credited to the income statement. On disposal of a revalued
asset, the attributable revaluation surplus remaining in the
revaluation reserve is transferred to the distribution reserve.
Investments
Investments in subsidiary companies are stated at cost less any
provision for impairment.
Inventories
Inventories are valued at the lower of cost and net realisable
value and are determined on the first-in-first-out method, after
making due allowance for obsolete and slow moving items. Net
realisable value is based on estimated selling price in the
ordinary course of business less the costs of completion and
selling expenses.
Financial assets
Trade and other receivables are recognised initially at fair
value and subsequently measured at their cost when the contractual
right to receive cash or other financial assets from another entity
is established.
A provision for doubtful debts is made when there is objective
evidence that the Group will not be able to collect all amounts due
according to the original terms of the receivables. Significant
financial difficulties of the debtor, probability that the debtor
will enter bankruptcy or financial reorganisation and default or
delinquency in payments are considered indicators that a trade and
other receivables are impaired.
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 which have an
insignificant risk of changes in value and bank overdrafts. For the
purpose of the Statement of Financial Position, bank overdrafts are
presented in borrowings.
Financial liabilities
Trade and other payables are recognised initially at fair value
of the consideration to be paid in the future for goods and
services received.
Borrowing costs directly attributable to the acquisition,
construction or production of qualifying assets, which are assets
that necessarily take a substantial period of time to get ready for
their intended use or sale, are recognised as part of the cost of
those assets, until such time as the assets are substantially ready
for their intended use or sale.
When the borrowings are made specifically for the purpose of
obtaining a qualifying asset, the amount of borrowing costs
eligible for capitalisation is the actual borrowing costs incurred
on that borrowing during the period less any investment income on
the temporary investment of funds drawndown from those
borrowings.
When the borrowings are made generally, and used for the purpose
of obtaining a qualifying asset, the borrowing costs eligible for
capitalization are determined by applying a capitalization rate
which is weighted on the borrowing costs applicable to the Group's
borrowings that are outstanding during the financial period, other
than borrowings made specifically for the purpose of acquiring
another qualifying asset.
Borrowing costs which are not eligible for capitalization are
recognised as an expense in the profit or loss in the period in
which they are incurred.
Equity instruments
Instruments that evidence a residual interest in the assets of
the Group after deducting all of its liabilities are classified as
equity instruments. Issued equity instruments are recorded at
proceeds received net of direct issue costs.
Ordinary shares are classified as equity. Incremental costs
directly attributable to the issue of new shares or options are
shown in equity as a deduction, net of value added tax, from the
proceeds.
Financial instruments
Financial instruments carried on the Statement of Financial
Position include cash and bank balances, deposits, investments,
receivables, payables and borrowings. Financial instruments are
recognised in the Statement of Financial Position when the Group
has become a party to the contractual provisions of the
instrument.
Financial instruments are classified as liabilities or equity in
accordance with the substance of the contractual arrangement.
Interest, dividends and gains and losses relating to a financial
instrument classified as a liability, are reported as an expense or
income. Distributions to holders of financial instruments
classified as equity are charged directly to equity. Financial
instruments are offset when the Group has a legally enforceable
right to offset and intends to settle either on a net basis or to
realise the asset and settle the liability simultaneously.
The particular recognition method adopted for financial
instruments recognised on the Statement of Financial Position is
disclosed in the individual accounting policy statements associated
with each item.
Share based payments
Charges for employees services received in exchange for share
based payments have been made for all options granted in accordance
with IFRS 2 "Share Based Payments" options granted under the
Group's employee share scheme are equity settled. The fair value of
such options has been calculated using a Black-Scholes model, based
upon publicly available market data, and is charged to the profit
or loss over the vesting period.
Segment reporting
Operating segments are reported in a manner consistent with the
internal reporting provided to the chief operating decision-maker.
The chief operating decision makers are responsible for allocating
resources and assessing performance of the operating segments and
make overall strategic decisions. The Group's operating segments
are organised and managed separately according to the nature of the
products and services provided, with each segment representing a
strategic business unit that offers different products and serves
different markets.
3. FINANCIAL INSTRUMENTS
(a) Financial risk management objectives and policies
The Group and the Company's financial risk management policy is
to ensure that adequate financial resources are available for the
development of the Group and of the Company's operations whilst
managing its financial risks, including interest rate risk, credit
risk, foreign currency exchange risk, liquidity and cash flow risk
and capital risk. The Group and the Company operates within clearly
defined guidelines that are approved by the Board and the Group's
policy is not to engage in speculative transactions.
(b) Interest rate risk
Cash flow interest rate risk is the risk that the future cash
flows of a financial instrument will fluctuate because of changes
in market interest rates. Fair value interest rate risk is the risk
that the value of a financial instrument will fluctuate due to
changes in market interest rates. As the Group has no significant
interest-bearing financial assets, the Group's income and operating
cash flows are substantially independent of changes in market
interest rates.
The Group's interest rate risk arises primarily from
interest-bearing borrowings. Borrowings at floating rates expose
the Group to cash flow interest rate risk. Borrowings obtained at
fixed rates expose the Group to fair value interest rate risk.
The following tables set out the carrying amounts, the effective
interest rates as at the Statement of Financial Position date and
the remaining maturities of the Group's financial instruments that
are exposed to interest rate risk:
Effective
Interest Within More than
At 31 December Note Rate 1 year 1-2 years 2-5 years 5 years Total
2022
% GBP GBP GBP GBP GBP
Fixed rate:
Fixed deposits 18 1.40-2.60 1,768,584 - - - 1,768,584
Leases
liabilities 14 2.42-4.00 (113,860) (51,693) (50,102) - (215,655)
----------- ------------ ---------- ---------- ---------- ------------
Floating
rate:
Bankers'
acceptance 24 3.8-5.13 (3,638,665) - - - (3,638,665)
Term loan 24 4.15 (8,817) (9,433) (20,713) (191,551) (230,514)
----------- ------------ ---------- ---------- ---------- ------------
At 31 December
2021
Fixed rate:
Fixed deposits 18 1.40-1.75 1,508,388 - - - 1,508,388
Leases
liabilities 14 2.42-4.00 (89,613) (32,885) (41,344) (4,632) (168,474)
----------- ------------ ---------- ---------- ---------- ------------
Floating
rate:
Bankers'
acceptance 24 2.46-4.97 (1,951,020) - - - (1,951,020)
Term loan 24 3.99 (7,821) (8,395) (18,513) (190,973) (225,702)
----------- ------------ ---------- ---------- ---------- ------------
Sensitivity analysis for interest rate risk
The interest rate profile of the Group's significant
interest-bearing financial instruments, based on carrying amounts
as at the end of the reporting period was:
Group
2022 2021
GBP GBP
Floating rate instruments
Financial liabilities
(Note 24) 3,869,179 2,176,722
---------- ----------
Interest rate risk sensitivity analysis
(i) Fair value sensitivity analysis for fixed rate instruments
The Group does not account for any fixed rate financial assets
and liabilities at fair value through profit or loss, and the
Company does not designate derivatives as hedging instruments under
a fair value hedged accounting model. Therefore, a change in
interest rates at the end of the reporting period would not affect
profit or loss.
(ii) Cash flow sensitivity analysis for variable rate instruments
A change of 100 basis points (bp) in interest rates at the end
of the reporting period would have increased/(decreased) post-tax
profit by the amounts shown below. This analysis assumes that all
other variables, in particular foreign currency rates, remained
constant.
Group
Profit or loss
100 bp 100 bp
Increase Decrease
GBP GBP
2022
Floating rate instruments (38,692) 38,692
--------- ---------
2021
Floating rate instruments (21,767) 21,767
--------- ---------
(c) Credit risk
The Group's and the Company's exposure to credit risk arises
mainly from receivables. Receivables are monitored on an ongoing
basis via management reporting procedure and action is taken to
recover debts when due. At each Statement of Financial Position
date, there was no significant concentration of credit risk. The
maximum exposure to credit risk for the Group and the Company is
the carrying amount of the financial assets shown in the Statement
of Financial Position.
(d) Foreign currency exchange risk
The Group is exposed to foreign currency risk on transaction
that are denominated in foreign currency of Ringgit Malaysia
(RM).
The Group has not entered into any derivative instruments for
hedging or trading purposes as the net exposure to foreign currency
risk is not significant. Where possible, the Group will apply
natural hedging by selling and purchasing in the same currency.
However, the exposure to foreign currency risk is monitored from
time to time by management.
The carrying amounts of the Group's foreign currency denominated
financial assets and financial liabilities at the end of the
reporting period are as follows:
Denominated
in
RM
2022 GBP
Group
Deposits, cash and bank
balances 5,015,172
Trade and other receivables 2,367,645
Amount due from an associate -
Trade and other payables (2,916,524)
Lease liabilities (203,766)
Loans and borrowings (3,869,179)
------------
Net currency exposure 393,348
------------
2021
Group
Deposits, cash and bank
balances 4,654,276
Trade and other receivables 3,177,680
Amount due from an associate -
Trade and other payables (5,202,398)
Lease liabilities (155,489)
Loans and borrowings (2,176,722)
------------
Net currency exposure 297,347
------------
Sensitivity analysis for foreign currency exchange risk
The following table demonstrates the sensitivity of the Group's
profit before tax to a reasonably possible change in RM exchange
rates against GBP , with other variables held constant.
Effect on profit
before tax
2022 2021
GBP GBP
Group
Change in currency
rate
RM Strengthen 10% (39,335) (29,735)
Weakened 10% 39,335 29,735
--------- ---------
(e) Liquidity and cash flow risks
The Group and the Company seeks to achieve a flexible and cost
effective borrowing structure to ensure that the projected net
borrowing needs are covered by available committed facilities. Debt
maturities are structured in such a way to ensure that the amount
of debt maturing in any one year is within the Group's and the
Company's ability to repay and/or refinance.
The Group and the Company also maintains a certain level of cash
and cash convertible investments to meet its working capital
requirements.
The table below summarises the maturity profile of the Group's
and the Company's liabilities at the reporting date based on
contractual undiscounted repayment obligations:
On demand On demand On demand
or
within one one to over Total
year five year five year
2022 GBP GBP GBP GBP
Group
Financial
liabilities
Trade and
other
payables 3,011,239 - - 3,011,239
Amount due
to Directors 2,672 - - 2,672
Lease liabilities 113,860 89,906 - 203,766
Loans and
borrowings 3,647,482 30,146 191,551 3,869,179
Total undiscounted
financial
liabilities 6,775,253 120,052 191,551 7,086,856
----------- ----------- ----------- ----------
2021
Group
Financial
liabilities
Trade and
other
payables 5,203,551 - - 5,203,551
Amount due
to Directors 124,426 - - 124,426
Lease liabilities 89,613 74,229 4,632 168,474
Loans and
borrowings 1,958,841 217,881 - 2,176,722
Total undiscounted
financial
liabilities 7,376,431 292,110 4,632 7,673,173
----------- ----------- ----------- ----------
The table below summarises the maturity profile of the Group's
and the Company's liabilities at the reporting date based on
contractual undiscounted repayment obligations: (Cont'd)
On demand On demand On demand
or
within one to over five Total
one year five year year
2022 GBP GBP GBP GBP
Company
Financial
liabilities
Trade and other
payables 74,841 - - 74,841
Amount due
to
subsidiary
company 612,703 - - 612,703
Total undiscounted
financial
liabilities 687,544 - - 687,544
---------- ----------- ---------- --------
2021
Company
Financial
liabilities
Trade and other
payables 901 - - 901
Amount owing
to
Directors 121,915 - - 121,915
Amount due
to
subsidiary
company 367,605 - - 367,605
Total undiscounted
financial
liabilities 490,421 - - 490,421
---------- ----------- ---------- --------
(f) Fair Values
The carrying amounts of financial assets and financial
liabilities are reasonable approximation of fair value due to their
short term nature.
The carrying amounts of the current portion of borrowing is
reasonable approximation of fair value due to the insignificant
impact of discounting.
(g) Capital risk
The Group's and the Company's objectives when managing capital
are to safeguard the Group's and the Company's ability to continue
as a going concern in order to provide returns for shareholders and
benefits for other stakeholders and to maintain an optimal capital
structure to reduce the cost of capital. In order to maintain or
adjust the capital structure, the Group and the Company may adjust
the amount of dividends paid to shareholders, return capital to
shareholders, issue new shares or sell assets to reduce debt.
4. EMPLOYEES AND DIRECTORS
Group
2022 2021
GBP GBP
EMPLOYEES
Wages, salaries and bonuses 1,788,138 1,623,690
Social security contribution 15,910 14,220
Contribution to defined contribution
plan 165,287 151,504
Other staff related expenses 17,119 12,792
---------- ----------
Continuing operations 1,986,454 1,802,206
---------- ----------
DIRECTORS
Fees 169,859 85,939
Wages, salaries and bonuses 155,729 231,698
Social security contribution 538 386
Contribution to defined contribution
plan 18,500 26,450
---------- ----------
Continuing operations 344,626 344,473
---------- ----------
The number of employees (excluding Directors) of the Group and
of the Company at the end of the financial year were 110 (2021:
120) and Nil (2021: Nil) respectively.
The details of remuneration received and receivables by the
Directors of the Group during the financial year are as
follows:
Social Defined
Group Salaries security contribution
2022 Fees and allowances Bonuses contribution plan Total
GBP GBP GBP GBP GBP GBP
Company's Directors:
Dato' Hussian
@ Rizal bin A.
Rahman 36,000 81,730 - 340 9,619 127,689
Derrick Chia Kah
Wai 24,803 68,477 - 184 8,218 101,682
Seah Boon Chin 43,800 - - - - 43,800
Azlinda Ezrina
Binti Ariffin 17,000 - - - - 17,000
Subsidiary companies'
Directors:
Tengku Muhaini
Binti Sultan Hj.
Ahmad Shah 13,254 - - - - 13,254
Abu Bakar bin
Mohd
Taib 6,627 - - - - 6,627
Haji Zaim Dato
Paduka Bin Haji
Sabtu 3,525 - - - - 3,525
Lee Hock Leong 24,850 5,522 - 14 663 31,049
169,859 155,729 - 538 18,500 344,626
-------- ---------------- -------- -------------- -------------- --------
The details of remuneration received and receivables by the
Directors of the Group during the financial year are as follows:
(Cont'd)
Social Defined
Group Salaries security contribution
2021 Fees and allowances Bonuses contribution plan Total
GBP GBP GBP GBP GBP GBP
Company's Directors:
Dato' Hussian
@ Rizal bin A.
Rahman 36,000 77,888 - 162 9,346 123,396
Derrick Chia Kah
Wai (24,000)* 113,594 - 162 13,631 103,387
Seah Boon Chin 43,800 - - - - 43,800
Azlinda Ezrina
Binti Ariffin 9,000 2,500 - - - 11,500
Subsidiary companies'
Directors:
Tengku Muhaini
Binti Sultan Hj.
Ahmad Shah 11,578 - 8,771 - - 20,349
Abu Bakar bin
Mohd
Taib 6,315 - - - - 6,315
Haji Zaim Dato
Paduka Bin Haji
Sabtu 3,246 - - - - 3,246
Lee Hock Leong - 28,945 - 62 3,473 32,480
85,939 222,927 8,771 386 26,450 344,473
---------- ---------------- -------- -------------- -------------- --------
* R e-assignment of Derrick Chia Kah Wai's fees payable by the
Company to salaries payable by MobilityOne Sdn Bhd.
5. OPERATING SEGMENTS
The information reported to the Group's chief operating decision
maker to make decisions about resources to be allocated and for
assessing their performance is based on the nature of the products
and services, and has two reportable operating segments as
follows:
(a) Telecommunication services and electronic commerce solutions; and
(b) Hardware
Except as above, no other operating segment has been aggregated
to form the above reportable operating segments.
Measurement of Reportable Segments
Segment information is prepared in conformity with the
accounting policies adopted for preparing and presenting the
consolidated financial statements.
No segment assets and capital expenditure are presented as they
are mostly unallocated items which comprise corporate assets and
liabilities.
No geographical segment information is presented as more than
95% of the Group's revenue for the financial ended 31 December 2022
was generated in Malaysia.
Telecommunication
services and Hardware
electronic
Group commerce solutions and services Elimination Total
2022 GBP GBP GBP GBP
------------------------------------- ------------------- ------------- ------------ ------------
Segment revenue:
External customers 230,754,843 3,006,828 - 233,761,671
Inter-segment - 289,703 (289,703) -
------------------- ------------- ------------ ------------
230,754,843 3,296,531 (289,703) 233,761,671
------------------- ------------- ------------ ------------
Profit before tax 278,978 - - 278,978
Tax (262,350) - - (262,350)
Profit for the year 16,628 - - 16,628
-------------------------------------- ------------------- ------------- ------------ ------------
Non-cash expenses/(income)*
Amortisation of intangible assets 68,051 68,051
Amortisation of right-of-use assets 132,580 132,580
Bad debt written off 5,622 5,622
Depreciation of property, plant
and equipment 282,260 282,260
488,513 488,513
------------------------------------- ------------------- ------------- ------------ ------------
* The disclosure for non-cash expenses has not been split
according to the different segments as the cost to obtain such
information is excessive and provides very little by way of
information.
Telecommunication
services and Hardware
electronic
Group commerce solutions and services Elimination Total
2021 GBP GBP GBP GBP
------------------------------------- ------------------- ------------- ------------ ------------
Segment revenue:
External customers 252,841,803 2,865,467 - 255,707,270
Inter-segment - 382,781 (382,781) -
------------------- ------------- ------------ ------------
252,841,803 3,248,248 (382,781) 255,707,270
------------------- ------------- ------------ ------------
Profit before tax 2,015,835 - - 2,015,835
Tax (507,582) - - (507,582)
-------------------------------------- ------------------- ------------- ------------ ------------
Profit for the year 1,508,253 - - 1,508,253
-------------------------------------- ------------------- ------------- ------------ ------------
Non-cash expenses/(income)*
Amortisation of intangible assets 64,864 64,864
Amortisation of right-of-use assets 104,169 104,169
Bad debt written off 36,339 36,339
Depreciation of property, plant
and equipment 243,980 243,980
Inventories written off 182 182
-------------------------------------- ------------------- ------------- ------------ ------------
449,534 449,534
------------------------------------- ------------------- ------------- ------------ ------------
* The disclosure for non-cash expenses has not been split
according to the different segments as the cost to obtain such
information is excessive and provides very little by way of
information.
6. FINANCE COSTS
Group
2022 2021
GBP GBP
Bankers' acceptance interest 106,465 86,111
Bank guarantee interest 6,631 7,734
Bank overdraft 4,692 4,253
Lease liabilities 10,286 8,564
Term loan 9,069 8,958
137,143 115,620
Less: Finance costs from discontinued - -
operation
-------- --------
137,143 115,620
-------- --------
7. PROFIT BEFORE TAX
Profit before tax is stated after charging/(crediting):
Group
2022 2021
Note GBP GBP
Auditors' remuneration
- Statutory audit
- Current year 37,148 34,484
- Under provided in prior
year (2,761) 70
Amortisation of intangible
assets 11 68,051 64,864
Amortisation of right-of-use
assets 14 132,580 104,169
Bad debt written off 5,622 36,339
Depreciation of property,
plant and equipment 12 282,260 243,980
Deposit written-off 9,112 -
Directors' remunerations 4 344,626 344,473
Gain on disposal of property,
plant and
equipment 12 (8,464) (3,508)
Gain on disposal of subsidiary - -
company
Impairment loss on goodwill 11 177,546 99,939
Impairment loss on trade receivable 282,535 -
Impairment loss on other receivable 3,403 -
Inventories written off - 182
Interest income (35,933) (12,867)
(Gain)/Loss on foreign exchange
- realised 7 1,388
- unrealised (22,279) 71,356
Operating lease payment of
premises and equipment 51,128 28,879
Reversal of impairment loss (5,061) -
on trade receivable
Waiver of debts - (99,025)
--------- ---------
8. TAX
Group
2022 2021
GBP GBP
Current tax expense:
Jersey corporation tax for the - -
year
Foreign tax 299,354 605,596
(Over) provision in prior year (7,966) (84,436)
291,388 521,160
--------------------------- ---------------------------
Deferred tax expense:
Relating to origination and reversal
of temporary difference (31,990) (7,577)
Under/(over) provision of taxation
in prior year 2,952 (6,001)
(29,038) (13,578)
--------------------------- ---------------------------
262,350 507,582
--------------------------- ---------------------------
A reconciliation of income tax expense applicable to profit
before tax at the statutory income tax rate to income tax expense
at the effective income tax rate of the Group is as follows:
Group
2022 2021
GBP GBP
Profit before taxation 278,978 2,015,835
--------------------------- -----------------------
Taxation at Malaysian statutory
tax rate of 24%
(2021 24%) 66,955 483,653
Effect of different tax rates in
other countries 10,060 (1,377)
Effect of expenses not deductible
for tax 178,737 137,503
Income not taxable for tax purpose (20,583) (842)
Deferred tax assets not recognised 31,238 (3,775)
Utilisation of previously unrecognised
tax loss and CA 957 (17,143)
(Over) provision of deferred tax
in prior year 2,952 (6,001)
Under/(over) provision of tax expense
in prior year (7,966) (84,436)
Tax expense for the year 262,350 507,582
--------------------------- -----------------------
As at 31 December 2022, the unrecognised deferred tax assets of
the Group are as follows:
Group
2022 2021
GBP GBP
Unabsorbed tax losses 1,156,282 1,027,024
Unabsorbed capital allowances 304,057 241,514
----------------------- ------------
1,460,339 1,268,538
----------------------- ------------
The potential net deferred tax assets amounting to Nil (2021:
Nil) has not been recognised in the financial statements because it
is not probable that future taxable profit will be available
against which the subsidiary company can utilise the benefits.
The availability of the unused tax losses and unabsorbed capital
allowances for offsetting against future taxable profits of the
subsidiary company is subject to no substantial changes in
shareholdings of the subsidiary company under Section 44(5A) and
(5B) of Income Tax Act, 1967, in Malaysia.
9. LOSS OF COMPANY
The profit or loss of the Company is not presented as part of
these financial statements. The Company's loss for the financial
year was GBP178,125 (2021: GBP147,272).
10. PROFIT PER SHARE
Group
2022 2021
GBP GBP
Profit attributable to owners
of the Parent for
the computation of basic earnings
per share
Profit from continuing operations 23,857 1,524,429
----------------------------- -----------------------------
Issued ordinary shares at 1
January 106,298,780 106,298,780
Effect of ordinary shares changes - -
during the period
Weighted average number of shares
at 31 December 106,298,780 106,298,780
----------------------------- -----------------------------
Fully diluted weighted average
number of shares
at 31 December 112,623,648 113,656,903
----------------------------- -----------------------------
Profit Per Share
Basic earnings per share (pence) 0.022 1.434
Diluted earnings per share (pence) 0.021 1.341
Profit Per Share from continuing
operations
Basic earnings per share (pence) 0.022 1.434
Diluted earnings per share (pence) 0.021 1.341
The basic earnings per share is calculated by dividing the
profit of GBP23,857 (2021: profit of GBP1,524,429) attributable to
ordinary shareholders by the weighted average number of ordinary
shares outstanding during the year, which is 106,298,780 (2021:
106,298,780).
The diluted earnings per share is calculated using the weighted
average number of shares adjusted to assume the exercise of
outstanding dilutive share options.
11. INTANGIBLE ASSETS
Group Goodwill on Development
31 December 2022 Software consolidation costs Total
GBP GBP GBP GBP
At cost
At 1 January 2022 1,006,732 1,689,693 930,598 3,627,023
Addition - - - -
Foreign exchange differences 64,349 108,004 59,484 231,873
At 31 December 2022 1,071,081 1,797,697 990,082 3,858,860
---------- -------------- ------------ ----------
Accumulated amortisation and
impairment loss
At 1 January 2022 941,066 1,321,515 930,598 3,193,179
Amortisation charge for the
year 68,051 - - 68,051
Impairment loss recognise - 177,546 - 177,546
Foreign exchange differences 61,950 84,470 59,484 205,904
At 31 December 2022 1,071,067 1,583,531 990,082 3,644,680
---------- -------------- ------------ ----------
Net Carrying Amount
At 31 December 2022 14 214,166 - 214,180
---------- -------------- ------------ ----------
Group Goodwill on Development
31 December 2021 Software consolidation costs Total
GBP GBP GBP GBP
At cost
At 1 January 2021 1,032,494 1,267,661 994,856 3,295,011
Addition - 453,662 - 453,662
Foreign exchange differences (25,762) (31,630) (64,258) (121,650)
---------- --------------- ------------- -----------
At 31 December 2021 1,006,732 1,689,693 930,598 3,627,023
---------- --------------- ------------- -----------
Accumulated amortisation and
impairment loss
At 1 January 2021 897,801 1,251,570 994,856 3,144,227
Amortisation charge for the
year 64,864 - - 64,864
Impairment loss recognise - 99,939 - 99,939
Foreign exchange differences (21,599) (29,994) (64,258) (115,851)
---------- --------------- ------------- -----------
At 31 December 2021 941,066 1,321,515 930,598 3,193,179
---------- --------------- ------------- -----------
Net Carrying Amount
At 31 December 2021 65,666 368,178 - 433,844
---------- -------------- ------------ ----------
The Group assesses at each reporting date whether there is an
indication that an asset may be impaired, by considering the net
present value of discounted cash flows forecasts. If an indication
exists an impairment review is carried out.
Goodwill on consolidation
(a) Impairment testing for goodwill on consolidation
Goodwill on consolidation has been allocated for impairment
testing purposes to the individual entities which is also the
cash-generating units ("CGU") identified.
(b) Key assumptions used to determine recoverable amount
The recoverable amount of a CGU is determined based on value in
use calculations using cash flow projections based on financial
budgets approved by the Directors covering 5 years period. The
projections are based on the assumption that the Group can
recognise projected sales which growth at 10% per annum which is
based on expected clientele over time. A prudent approach has been
applied with no residual value being factored into these
calculations. If the projected sales do not materialise there is a
risk that the total value of the intangible assets shown above
would be impaired. A pre-tax discount rate of 8% (2020: 8%) per
annum was applied to the cash flow projections, after taking into
consideration the Group's cost of borrowings, the expected rate of
return and various risks relating to the CGU. The directors have
relied on past experience and all external evidence available in
determining the assumptions.
During the financial year, the Group impairment loss amounting
to GBP172,974 (2021: 99,939) in respect of the goodwill on
consolidation. A significant proportion of goodwill on
consolidation relates to the acquisition of OneTransfer Remittance
Sdn Bhd which is a CGU and has a carrying amount of GBP214,166
(2021: GBP368,178). Its recoverable amount has been determined
based on a net total assets calculation using discounting future
cash flow to be generated by the CGU and key assumptions as
described in (b) above.
Development costs
Development costs will not be amortised if the product is still
in its development phase. The amortisation of the development costs
is over 5 years period, which in the opinion of the Directors is
adequate.
12. PROPERTY, PLANT AND EQUIPMENT
Electronic
Group Motor Data Computer Computer Furniture Office
Capture
Building vehicles equipment equipment software and equipment Renovation Total
fittings
31 December GBP GBP GBP GBP GBP GBP GBP GBP GBP
2022
AT COST
At 1 January
2022 319,869 289,003 982,244 806,822 134,244 123,627 83,638 188,569 2,928,016
Additions - - 7,529 311,194 18,115 3,351 49,867 - 390,056
Disposals - (17,986) - - - - - - (17,986)
Foreign
exchange
differences 20,446 18,473 62,983 59,797 9,059 7,990 6,852 12,053 197,653
At 31
December
2022 340,315 289,490 1,052,756 1,177,813 161,418 134,968 140,357 200,622 3,497,739
--------- --------- ----------- ---------- ---------- ---------- ---------- ----------- ----------
At 1 January
2022 47,357 289,002 714,633 592,556 57,112 94,399 59,207 123,086 1,977,352
Depreciation
charge
for the year 6,631 - 128,660 94,025 12,704 6,105 15,036 19,099 282,260
Disposals - (17,986) - - - - - - (17,986)
Foreign
exchange
differences 3,202 18,473 49,080 40,360 3,986 6,196 4,249 8,373 133,919
At 31
December
2022 57,190 289,489 892,373 726,941 73,802 106,700 78,492 150,558 2,375,545
--------- --------- ----------- ---------- ---------- ---------- ---------- ----------- ----------
NET CARRYING
AMOUNT
At 31
December
2022 283,125 1 160,383 450,872 87,616 28,268 61,865 50,064 1,122,194
--------- --------- ----------- ---------- ---------- ---------- ---------- ----------- ----------
Electronic
Group Motor Data Computer Computer Furniture Office
Capture
Building vehicles equipment equipment software and equipment Renovation Total
fittings
31 December GBP GBP GBP GBP GBP GBP GBP GBP GBP
2021
AT COST
At 1 January
2021 328,054 219,144 668,378 441,974 120,395 114,256 68,756 90,040 2,050,997
Additions - - - 9,053 16,647 2,851 - 6,315 34,866
Written off - - - - - - - - -
Transfer from
ROU - 81,085 319,665 - - - - - 400,750
Disposals - (18,545) - - - - - - (18,545)
Transfer from
inventories - - 10,878 275 - - - - 11,153
Acquisition of
subsidiary - 12,630 - 361,962 - 9,222 16,353 93,231 493,398
Foreign
exchange
differences (8,185) (5,311) (16,677) (6,442) (2,798) (2,702) (1,471) (1,017) (44,603)
--------- --------- ----------- ---------- ---------- ---------- ---------- ----------- ----------
At 31 December
2021 319,869 289,003 982,244 806,822 134,244 123,627 83,638 188,569 2,928,016
--------- --------- ----------- ---------- ---------- ---------- ---------- ----------- ----------
At 1 January
2021 42,008 219,144 471,426 356,226 48,075 84,766 42,419 63,062 1,327,126
Depreciation
charge
for the year 6,319 4,672 130,815 66,088 10,111 5,398 4,844 15,733 243,980
Disposals - (18,545) - - - - - - (18,545)
Transfer from
ROU - 76,355 122,538 - - - - - 198,893
Acquisition
of
subsidiary - 12,787 - 178,313 - 6,283 12,936 45,670 255,989
Foreign
exchange
differences (970) (5,411) (10,146) (8,071) (1,074) (2,048) (992) (1,379) (30,091)
--------- --------- ----------- ---------- ---------- ---------- ---------- ----------- ------------
At 31 December
2021 47,357 289,002 714,633 592,556 57,112 94,399 59,207 123,086 1,977,352
--------- --------- ----------- ---------- ---------- ---------- ---------- ----------- ----------
NET CARRYING
AMOUNT
At 31 December
2021 272,512 1 267,611 214,266 77,132 29,228 24,431 65,483 950,664
--------- --------- ----------- ---------- ---------- ---------- ---------- ----------- ----------
(a) Cash payments of GBP390,056 (20 21 : GBP34,866) were made by
the Group to purchase property, plant and equipment.
(b) Assets pledged as securities to licensed banks
The carrying amount of property, plant and equipment of the
Group and of the Company pledged as securities for bank borrowings
as disclosed in Note 24 to the financial statement are:
Group
2022 2021
GBP GBP
Building 283,125 272,512
-------- --------
13. INVESTMENT IN SUBSIDIARY COMPANIES
Company
2022 2021
GBP GBP
AT COST
At 1 January 1,976,339 1,976,339
Less: Disposal of subsidiary company - -
---------- ----------
At 31 December 1,976,339 1,976,339
---------- ----------
Details of the subsidiary companies are as follows:
Effective
Ownership of
Ordinary Shares
Name of Subsidiary Country Interest ** Principal Activities
of
Companies Incorporation 20 22 20 21
% %
Provision of e-Channel
products and services,
technology managed
MobilityOne Sdn. services and solution
Bhd.* Malaysia 100 100 sales and consultancy
Investment holding
M1 AP Sdn. Bhd.* Malaysia 100 100 company
M-One Tech Ltd. United Kingdom 100 100 Inactive
Direct subsidiary
companies of MobilityOne
Sdn. Bhd.
Provision of solution
M1 Pay Sdn. Bhd.* Malaysia 100 100 sales and services
Effective
Ownership of
Ordinary Shares
Name of Subsidiary Country Interest ** Principal Activities
of
Companies Incorporation 20 22 20 21
% %
Provision of IT systems
and solutions and
to establish a multi-channel
MobilityOne Philippines, electronic service
Inc* Philippines 95 95 bureau
Provision of electronic
One Tranzact Sdn. payment and product
Bhd.* Malaysia 100 100 fulfillment
MobilityOne (B)
Sdn. Bhd.* Brunei 99 99 Financial services
General merchant
retail sales in all
OneShop Retail Sdn. type of goods, materials
Bhd.* Malaysia 100 100 and commodities
Provision of solutions
and services in relation
to electronic payments
via terminals, mobile
M1 Merchant Sdn. devices or any its
Bhd.* Malaysia 60 60 related business
Onetransfer Remittance Provider for International
Sdn. Bhd.* Malaysia 100 100 remittance services
* Audited by firm of auditors other than Jeffreys Henry
LLP.
** All the above subsidiary undertakings are included in
the consolidated financial statements.
Acquisition of subsidiary company
On 26 February 2021, MobilityOne Sdn Bhd ("M1 Malaysia") entered
into an agreement to acquire 4,505,000 shares, representing the
remaining 50% equity interest in OneTransfer Remittance Sdn. Bhd.
("OTR") for a total cash consideration of RM3,000,000. This
acquisition completed on 7 April 2021 following the requisite
approval being received from Bank Negara Malaysia. Consequently,
OTR ceased to be an associated company and become a wholly-owned
subsidiary company of M1 Malaysia.
The following summarise the major classes of consideration
transferred, and the recognised amounts of assets acquired and
liabilities assumed at the acquisition date:
2021
GBP
Fair value of consideration transferred
Cash consideration 532,774
Less: Fair value of equity interest in OTR
held by the Group immediately before the acquisition -
Total consideration transferred 532,774
Fair value of identifiable assets acquired and
liabilities assumed
Property, plant and equipment 243,508
Right-of-use assets 158,166
Other receivables 157,908
Cash and bank balances 156,258
Lease liabilities (123,548)
Other payables (513,180)
Total identifiable assets and liabilities 79,112
Net cash outflow arising from acquisition of subsidiary
company
Purchase consideration settled in cash 532,774
Less: cash and cash equivalents acquired (156,257)
376,517
Goodwill arising from business combination
Fair value of consideration transferred 532,774
Non-controlling interests, based on their proportionate
interest in the
recognised amounts of the assets and liabilities
of the acquiree -
Fair value of existing interest in the acquiree -
Fair value of identifiable assets acquired and
liabilities assumed (79,112)
Goodwill 453,662
Additional interest in subsidiary companies
On 27 September 2021, M1 Malaysia further subscribed for
additional 1,250,000 ordinary shares in OTR for RM1 each for a
total consideration of RM1,250,000. OTR remained as a wholly-owned
subsidiary company of M1 Malaysia.
During the financial year, M1 Merchant Sdn. Bhd. ("M1 Merchant")
increased its share capital from RM10 to RM300,000 through the
allotment of 299,990 ordinary shares of RM1 each. M1 Malaysia
subscribed for 179,994 ordinary shares in M1 Merchant. The
shareholding of M1 Malaysia in M1 Merchant remained as 60%.
14. RIGHT-OF-USE ASSETS
Electronic
Data Capture Leasehold Office
equipment Motor Building improvement Equipment Total
Vehicles
GBP GBP GBP GBP GBP GBP
Group
2022
At Cost
At 1 January
2022 - 305,180 161,351 9,627 12,329 488,487
Additions - - 152,494 - - 152,494
Written off - - (5,019) - - (5,019)
Expiration of
lease
contract - - (68,380) - - (68,380)
Foreign
exchange
differences - 19,507 14,212 252 788 34,759
At 31
December
2022 - 324,687 254,658 9,879 13,117 602,341
Accumulated
Amortisation
At 1 January
2022 - 223,737 97,009 8,382 3,699 332,827
Charge for
the
financial
year - 31,144 98,214 986 2,236 132,580
Written off - - (2,008) - - (2,008)
Expiration
of lease
contract - - (68,380) - - (68,380)
Foreign
exchange
differences - 15,125 8,745 222 295 24,387
At 31
December
2022 - 270,006 133,580 9,590 6,230 419,406
Carrying
Amount
At 31
December
2022 - 54,681 121,078 289 6,887 182,935
Electronic
Data Capture Motor Leasehold Office
equipment Vehicles Building improvement Equipment Total
GBP GBP GBP GBP GBP GBP
Group
2021
At Cost
At 1 January
2021 327,845 140,788 128,595 10,091 - 607,319
Additions - 20,253 - - - 20,253
Transfer to
property,
plant and
equipment (319,665) (81,085) - - (400,750)
Acquisition
of
subsidiary - 225,696 95,894 - 333,768
Expiration -
of lease 12,178
contract - - (61,114) - - (61,114)
Foreign
exchange
differences (8,180) (472) (2,024) (464) 151 (10,989)
At 31
December
2021 - 305,180 161,351 9,627 12,329 488,487
Accumulated
Amortisation
At 1 January
2021 109,281 102,213 96,446 7,777 - 315,717
Charge for
the
financial
year 15,788 41,648 43,725 978 2,030 104,169
Transfer to
property,
plant and
equipment (122,538) (76,355) - - - (198,893)
Expiration
of lease
contract - - (60,368) - - (60,368)
Acquisition
of
subsidiary - 156,334 19,576 - 1,624 177,534
Foreign
exchange
differences (2,531) (103) (2,370) (373) 45 (5,332)
At 31
December
2021 - 223,737 97,009 8,382 3,699 332,827
Carrying
Amount
At 31
December
2021 - 81,443 64,342 1,245 8,630 155,660
Lease Liabilities
Group Group
2022 2021
Total Total
GBP GBP
At 1 January 155,489 149,709
Addition 156,525 14,563
Payments (116,670) (122,576)
Written off (1,477) -
Acquisition of a subsidiary
company - 116,092
Foreign currency translation
differences 9,899 (2,299)
At 31 December 203,766 155,489
Presented as:
Non-current 98,450 83,501
Current 105,316 71,988
203,766 155,489
Minimum lease payments:
Not later than 1 year 113,860 89,613
Later than 1 year but not later
than 2 years 51,693 32,885
Later than 2 years but not later
than 5 years 50,102 41,344
Later than 5 years - 4,632
215,655 168,474
Less: Future finance charges (11,889) (12,985)
Present value of lease liabilities 203,766 155,489
15. INVENTORIES
Group
2022 2021
GBP GBP
At lower of cost and net realisable
value:
Airtime 3,101,871 3,112,248
Electronic date capture equipment 79,356 -
Card 8,548 6,192
Trading goods 126 131
3,189,901 3,118,571
Recognised in profit or loss:
Cost of sales 226,744,394 241,709,253
Written off - 182
16. INVESMENT IN ASSOCIATE COMPANY
Group
2022 2021
GBP GBP
At cost:
Unquoted shares in Malaysia - 435,800
Additional - -
Disposal - (435,800)
Share of post-acquisition - -
reserve
- -
Accumulated impairment
losses:
Balance at beginning of
the financial year - (435,800)
Impairment - -
Reversal due to disposal - 435,800
Balance at end of the financial - -
year
Balance at end of the financial - -
year
Details of the associate company are as follows:
In the previous financial year, OneTransfer Remittance Sdn. Bhd.
ceased to be an associated company and become a wholly owned
subsidiary company of the Company as disclosed in Note 13.
17. TRADE AND OTHER RECEIVABLES
Group Company
2022 2021 2022 2021
GBP GBP GBP GBP
Trade receivables
Non-current
Trade receivables
- Third parties 234,566 - - -
Less: Accumulated
impairment
loss (6,516) - - -
228,050 - - -
Current
Trade receivables
- Third parties 1,814,150 2,312,191 - -
Less: Accumulated
impairment
loss (284,706) (12,924) - -
1,529,444 2,299,267 - -
1,757,494 2,299,267 - -
Other receivables 368,653 115,205 - 18
Less: Accumulated
impairment
loss (3,403) - - -
365,250 115,205 - 18
- Deposits 258,827 261,886 - -
- Prepayments 23,856 496,940 - -
- Staff advances 2,408 4,400 - -
650,341 878,431 - 18
Total trade
and other receivables 2,407,835 3,177,698 - 18
The Group's and the Company's normal trade credit terms range
from 30 to 60 days (2021: 30 to 60 days). Other credit terms are
assessed and approved on a case to case basis.
(a) Ageing analysis
An ageing analysis of trade receivables that are neither
individually nor collectively considered to be impaired is as
follows:
Group
2022 2021
GBP GBP
Neither past
due nor impaired 583,537 419,540
1 to 2 months
past due 408,392 424,107
3 to 12 months
past due 1,056,787 1,468,544
1,465,179 1,892,657
2,048,716 2,312,191
(a) The Group's and the Company's normal trade credit terms range from 30 to 60 days (2021:
30 to 60 days). Other credit terms are assessed and approved on
a case to case basis.
Receivables that were neither past due nor impaired relate to a
wide range of customers for whom there was no recent history of
default.
Receivables that were past due but not impaired relate to a
number of independent customers that have a good track record with
the Group. Based on past experience, management believes that no
impairment allowance is necessary in respect of these balances as
there has not been a significant change in credit quality and the
balances are still considered fully recoverable.
18. CASH AND CASH EQUIVALENTS
Group Company
2022 2021 2022 2021
GBP GBP GBP GBP
Cash in hand and at
banks 3,246,588 3,157,136 11,264 11,248
Fixed deposits with
licensed bank 1,768,584 1,508,388 - -
Cash and cash equivalents 5,015,172 4,665,524 11,264 11,248
(a) The above fixed deposits have been pledged to licensed banks
as securities for credit facilities granted to the Group as
disclosed in Note 24 to the financial statements.
(b) The Group's effective interest rates and maturities of
deposits are range from 1.4% - 2.6%
(20 21 : 1.4% - 2.6%) and from 1 month to 12 months (20 21 : 1
month to 12 months) respectively.
19. CALLED UP SHARE CAPITAL
Number of ordinary Amount
shares of GBP0.025
each
2022 2021 2022 2021
GBP GBP
Authorised in MobilityOne
Limited
At 1 January/31 December 400,000,000 400,000,000 10,000,000 10,000,000
Issued and fully paid
in
MobilityOne Limited
At 1 January/31 December 106,298,780 106,298,780 2,657,470 2,657,470
20. COMPANY RESERVES
Share Share Retained
capital premium earnings Total
GBP GBP GBP GBP
2022
At 1 January
2022 2,657,470 909,472 (2,033,120) 1,533,822
Loss for the
year - - (178,125) (178,125)
At 31 December
2022 2,657,470 909,472 (2,211,245) 1,355,697
2021
At 1 January
2021 2,657,470 909,472 (1,885,848) 1,681,094
Loss for the
year - - (147,272) (147,272)
At 31 December
2021 2,657,470 909,472 (2,033,120) 1,533,822
21. REVERSE ACQUISITION RESERVE
The acquisition of MobilityOne Sdn. Bhd. by MobilityOne Limited,
which was affected through a share exchange, was completed on 5
July 2007 and resulted in MobilityOne Sdn. Bhd. becoming a wholly
owned subsidiary of MobilityOne Limited. Pursuant to a share swap
agreement dated 22 June 2007 the entire issued and paid-up share
capital of MobilityOne Sdn. Bhd. was transferred to MobilityOne
Limited by its owners. The consideration to the owners was the
transfer of 178,800,024 existing ordinary shares and the allotment
and issuance by MobilityOne Limited to the owners of 81,637,200
ordinary shares of 2.5p each. The acquisition was completed on 5
July 2007. Total cost of investment by MobilityOne Limited is
GBP2,040,930, the difference between cost of investment and
MobilityOne Sdn. Bhd. share capital of GBP708,951 has been treated
as a reverse acquisition reserve.
22. FOREIGN CURRENCY TRANSLATION RESERVE
The subsidiary companies' assets and liabilities stated in the
Statement of Financial Position were translated into Sterling Pound
(GBP) using the closing rate as at the Statement of Financial
Position date and the Income Statements were translated into GBP
using the average rate for that period. All resulting exchange
differences are taken to the foreign currency translation reserve
within equity.
2022 2021
GBP GBP
At 1 January 692,707 758,382
Currency translation differences
during the year 354,975 (65,675)
At 31 December 1,047,682 692,707
The foreign currency translation reserve is used to record
exchange differences arising from the translation of the financial
statements of foreign operations whose functional currencies are
different from that of the Group's presentation currency. It is
also used to record the exchange differences arising from monetary
items which form part of the Group's net investment in foreign
operations, where the monetary item is denominated in either the
functional currency of the reporting entity or the foreign
operation.
23. RETAINED EARNINGS
Retained earnings represents the cumulative earnings of the
Group attributable to equity shareholders.
Group Company
2022 2021 2022 2021
GBP GBP GBP GBP
At 1 January (117,623) (1,642,052) (2,033,120) (1,885,848)
Profit/(Loss)
for the year 23,857 1,524,429 (178,125) (147,272)
At 31 December (93,766) (117,623) (2,211,245) (2,033,120)
24. FINANCIAL LIABILITIES - LOANS AND BORROWINGS
Group
2022 2021
Non-current GBP GBP
Secured:
Term loan 221,697 217,881
221,697 217,881
Current
Secured:
Bankers' acceptance 3,638,665 1,951,020
Term loan 8,817 7,821
3,647,482 1,958,841
Total Borrowings
Secured:
Bankers' acceptance 3,638,665 1,951,020
Term loan 230,514 225,702
3,869,179 2,176,722
The bankers' acceptance and bank overdraft secured by the
following:
(a) pledged of fixed deposits of a subsidiary company (Note 18);
(b) personal guarantee by Dato' Hussian @ Rizal bin A. Rahman, a Director of the Company; and
(c) corporate guarantee by the Company.
The term loan is secured by the following:
(a) Charge over the Company's building (Note 12); and
(b) joint and several guaranteed by Dato' Hussian @ Rizal bin A.
Rahman and Derrick Chia Kah Wai, the Directors of the Company.
The effective interest rates of the Group for the above
facilities other than finance leases are as follows:
Group
2022 2021
% %
Bankers' acceptance 3.8-5.13 2.46-4.97
Term loan 4.15 3.99
The maturity of borrowings (excluding finance leases) is as
follows:
Group
2022 2021
GBP GBP
Within one year 3,647,482 1,958,841
Between one to two years 9,433 8,395
Between two to five years 20,713 18,513
More than five years 191,551 190,973
3,869,179 2,176,722
Other information on financial risks of borrowings are disclosed
in Note 3.
25. TRADE AND OTHER PAYABLES
Group Company
2022 2021 2022 2021
GBP GBP GBP GBP
Trade payables
- Third parties 1,165,572 1,195,283 - -
Other payables
- Deposits 197,638 223,728 - -
- Accruals 601,267 1,319,457 8,033 -
- Sundry payables 971,739 2,460,491 2,625 901
- Services tax
output 10,840 4,592 - -
Amount due to
subsidiary companies - - 612,703 367,605
1,781,484 4,008,268 623,361 368,506
Total trade and
other payables 2,947,056 5,203,551 623,361 368,506
Add: Amount due
to Directors
(Note 28) 66,855 124,426 64,183 121,915
Add: Loans and
borrowings (Note
24) 3,869,179 2,176,722 - -
Total financial
liabilities carried
at
amortised costs 6,883,090 7,504,699 687,544 490,421
(a) The Group's normal trade credit terms range from 30 to 90 days (2021: 30 to 90 days).
(b) Other payables are non-interest bearing. Other payables are
normally settled on an average terms of 60 days (20 21 : 60
days).
26. AMOUNT DUE TO DIRECTORS
Group Company
2022 2021 2022 2021
GBP GBP GBP GBP
Current
Dato' Hussian
@
Rizal bin A.
Rahman 2,793 65,126 121 62,615
Derrick Chia
Kah Wai 24,000 48,000 24,000 48,000
Seah Boon Chin 37,062 7,300 37,062 7,300
Azlinda Ezrina
binti Ariffin 3,000 4,000 3,000 4,000
-------- -------
Total amount
due to
Directors 66,855 124,426 64,183 121,915
--------
These are unsecured, interest free and repayable on demand.
27. RECONCILIATION OF PROFIT BEFORE TAX TO CASH GENERATED FROM OPERATIONS
Group
2022 2021
GBP GBP
Cash flow from operating activities
Profit before tax 278,978 2,015,835
Adjustments for:
Amortisation of intangible assets 68,051 64,864
Amortisation of right-of-use assets 132,580 104,169
Bad debt written off 5,622 36,339
Deposit written off - 8,683
Depreciation of property, plant and
equipment 282,260 243,980
Gain on disposal of subsidiary company - -
Gain on disposal of property, plant (8,464) -
and equipment
Loss on foreign exchange - unrealised - -
Impairment loss on trade receivables 282,535 -
Impairment loss on others receivables 3,403 -
Impairment loss on goodwill 177,546 99,939
Interest expenses 137,143 115,620
Inventories written off - 182
Interest income (35,933) (12,867)
Property, plant and equipment written - -
off
Reversal on impairment loss on trade
receivable (5,061) -
Waiver of debts - (99,025)
Unrealised loss/(gain) on forex (22,279) -
Operating profit before working capital
changes 1,296,381 2,577,719
Group
2022 2021
GBP GBP
(Increase)/Decrease in inventories (71,330) 499,324
Decrease/(Increase) in receivables 474,252 (848,771)
(Increase)/Decrease in amount
due to Directors & Shareholder (57,571) 13,435
Amount owing to/by related company - -
(Decrease)/Increase in payables (2,256,495) 167,598
Cash (used in)/generated from
operations (614,763) 2,409,305
Company
2022 2021
GBP GBP
Cash flow from operating activities
Loss before tax (178,125) (147,272)
Increase in trade and other receivable 18 -
Increase/(Decrease) in payables 73,940 (2,000)
Amount owing to/by subsidiaries
company 226,098 -
(Decrease)/Increase in amount
due to Directors (121,915) 13,500
Cash depleted in operations 16 (135,772)
28. RELATED PARTY TRANSACTIONS
At the Statement of Financial Position date, the Group owed the
Directors GBP66,855 (2021: GBP124,426), the Company owed the
Directors GBP64,183 (2021: GBP121,915), the Company owed
MobilityOne Sdn. Bhd. ("M1 Malaysia") GBP612,703 (2021:
GBP367,605), the subsidiary companies of M1 Malaysia owed M1
Malaysia GBP399,227 (2021: GBP606,530) and M1 Malaysia owed the
subsidiary companies GBP469,413 (2021: GBP969,611). The amounts
owing to or from the subsidiary companies and related parties are
repayable on demand and are interest free.
In 2022, M1 continued to rent an office in Sabah, Malaysia from
LMS Digital Sdn Bhd ("LMS") for RM2,500 (c. GBP460) a month.
On 10 February 2022, M1 Malaysia entered into a tenancy
agreement with LMS to occupy approximately 4,500 square feet of
office space at Wisma LMS, Kuala Lumpur, Malaysia for RM11,250 (c.
GBP2,000) a month. In additional, M1 Malaysia entered into several
ordinary course commercial agreements with TFP Solutions Berhad
("TFP") for the following products and services:
(i) to integrate eWallet/eMoney into TFP's services and white labelling the eWallet/eMoney;
(ii) to provide various value added services (including prepaid top-up and bill payment);
(iii) to provide online payment gateway;
(iv) to provide SMS blasting services;
(v) to provide payment terminals and online payment to accept
payment via credit/debit cards and eWallets; and
(vi) to use SAP Business One software licenses and services from
TFP.
Dato' Hussian @ Rizal bin A. Rahman is a director and
shareholder of LMS and TFP.
29. ULTIMATE CONTROLLING PARTY
In the opinion of the Directors, as at 31 December 2022, the
ultimate controlling party in the Company is Dato's Hussain @ Rizal
bin A. Rahman by virtue of his shareholding.
30. CONTINGENT LIABILITIES
The Group has the following contingent liabilities:
Group
2022 2021
GBP GBP
Limited of guarantees
Corporate guarantee given to a licensed
bank by the Company
for credit facilities granted to
a subsidiary company 5,498,243 3,747,181
Amount utilised
Banker's guarantees in favour of
third parties 456,001 458,372
31. SHARE BASED PAYMEN TS
During the year ended 31 December 2022, the Company did not
grant any new share option to directors and employees of the Group.
A total of share options of 10,600,000 shares were granted in
2014.
The details of the share options granted in 2014 are shown
below:
Grant date 5 December
2014
Share price at grant date 1.5p
Exercise price 2.5p
Option life 10 years
Expiry date 4 December
2024
Up to 31 December 2022, share options of 2,000,000 shares had
lapsed due to resignation of employees and no options had been
exercised.
32. SIGNIFICANT EVENT
On 19 October 2022, MobilityOne Sdn Bhd ("M1 Malaysia") entered
into a Share Sale Agreement with Super Apps Holdings Sdn Bhd
("Super Apps") for the disposal by M1 Malaysia of a 60%
shareholding in OneShop Retail Sdn Bhd ("1Shop") to Super Apps (the
"Proposed Disposal"). Concurrently, a Joint Venture cum
Shareholders Agreement was entered into between M1 Malaysia, Super
Apps and 1Shop ("Proposed Joint Venture").
The Proposed Disposal and Proposed Joint Venture are
inter-conditional. The Proposed Disposal is subject to the
completion of a merger exercise between Technology &
Telecommunication Acquisition Corporation ("TETE") and Super Apps
("Merger Exercise") .
Pursuant to the terms of the Proposed Disposal and subject to
the completion of the Merger Exercise, M1 Malaysia is expected to
receive cash proceeds of RM40.0 million and RM20.0 million within
14 days and 180 days, respectively of completion of the Merger
Exercise. In addition, as part of the terms of the Proposed Joint
Venture, M1 Malaysia guarantees that 1Shop will achieve revenues of
at least RM560.0 million in the financial year ending 31 December
2023 or any other period as mutually agreed ("Revenue Target"). I n
consideration of M1 Malaysia guaranteeing the Revenue Target, M1
Malaysia will be receiving the shares of TETE with aggregate value
of RM20.0 million following 1Shop achieving the Revenue Target.
A proxy statement was filed by TETE on 26 June 2023 seeking to,
amongst other matters, extend the deadline to complete the Merger
Exercise from 20 July 2023 to 20 July 2024. An extraordinary
general meeting of TETE will be held on 18 July 2023.
33. SUBSEQUENT EVENTS
(1) On 23 January 2023, the Company announced that M-One Tech
Limited submitted a revised application to the Financial Conduct
Authority (the "FCA") for authorisation as an electronic money
institution to provide e-money services in the UK (the "FCA
Application").
Subsequent on 11 May 2023, the Company announced the withdrawal
of the FCA Application after receiving further feedback from the
FCA requesting, amongst other matters, further information relating
to M-One Tech Limited's proposed business plan.
(2) On 26 June 2023, the Company announced that M1 Malaysia has
entered into a joint venture cum shareholders agreement with Syed
Faisal Algadrie Bin Syed Hassan ("Syed Faisal") to incorporate a
new joint venture company in Malaysia to be named "Qube Nexus Sdn
Bhd" ("Qube") to explore any suitable business opportunities for
Qube mainly from the Kingdom of Saudi Arabia. M1 Malaysia and Syed
Faizal will own 80 per cent. and 20 per cent. of the equity
interest in Qube, respectively.
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END
FR WPURWQUPWGCU
(END) Dow Jones Newswires
June 30, 2023 10:40 ET (14:40 GMT)
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