REG - MobilityOne Limited - Final Results & Notice of AGM
30/06/2023 15:45
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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 (http://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 (mailto: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
(http://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
£21.95 million to £233.76 million (year ended 31 December 2021: revenue of
£255.71 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 £16,626 in the year ended 31 December 2022
(year ended 31 December 2021: profit after tax of £1.51 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 £5.02 million (31 December 2021: cash and cash equivalents
of £4.67 million) while the secured loans and borrowings from financial
institutions increased to £3.87 million (31 December 2021: £2.18 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. £7.53 million) and RM20.0 million (c. £3.76 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. £104.5 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. £3.76 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 the 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, the 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 31.12.2022 Year ended 31.12.2021
£ £
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, the 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 DIVIDENDS
The consolidated total comprehensive profit for the year ended 31 December
2022 was £370,950 (2021: £1,463,999) 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 shares % of issued capital
Dato' Hussian @ Rizal bin A. Rahman 53,465,724 50.30
Estate of Dato' Shamsir bin Omar 9,131,677 8.59
Vidacos Nominees Limited FGN 7,051,540 6.63
HSDL Nominees Limited MAXI 3,721,788 3.50
Interactive Investor Services Nominees Limited SMKTNOMS 3,565,840 3.35
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"). In
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 Meeting Attended Remuneration Committee Meeting Attended
Board Meetings Attended
Number of meetings in year 5 2 1
Abu Bakar bin Mohd Taib 5 2 1
Dato' Hussian @ Rizal bin A. Rahman 5 N/A N/A
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
(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 interest in subsidiary companies. As such We reviewed the net assets of the subsidiary companies in comparison to the
there is a risk that the net book value of investments may be impaired. net book value of investments.
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, MobilityOne Sdn Bhd, holds material levels of We reviewed the carrying value of the inventory against the Net Realisable
inventory at the year end which presents a risk that the carrying values might Value (NRV) of the inventory in ensuring that the carrying value are not
be overstated and impact the Group figures. higher than that of NRV.
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 £191,000 (2021: £205,000). £9,000 (2021: £7,000).
How we determined it 1.5% of gross profit 5% of profit before tax
Rationale for We believe that gross profit, gross assets and net assets are the primary We believe that profit before tax and gross assets are the primary measure
measures used by the shareholders in assessing the performance of the Group used by the shareholders in assessing the performance of the Company, and is a
benchmark applied and is a generally accepted auditing benchmark. generally accepted 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 £130,000 and £5,000.
We agreed with the Audit Committee that we would report to them misstatements
identified during our audit above £10,000 (2021: £15,050) 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
(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 £ £
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
£ £
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
£ £ £ £ £ £ £ £
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 Reserve Translation Reserve Accumulated Losses controlling Total
Capital Premium Total Interests Equity
£ £ £ £ £ £ £ £
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 (£) using the closing rate as at
the Statement of Financial Position date and the Income Statements were
translated into £ 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
£ £ £ £
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 £ £
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 £ £
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 £ £
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 £ £
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, plant and equipment 8,465 -
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 £ £
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 £183,321 (2021: £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 17 Insurance Contracts 1 January 2023
Amendments to IFRS 17 Initial application of IFRS 17 and IFRS 9 - Comparative Information 1 January 2023
Amendments to IAS 1 Disclosure of Accounting Policies 1 January 2023
Amendments to IAS 8 Definition of Accounting Estimates 1 January 2023
Amendments to IAS 12 Deferred Tax related to Assets and Liabilities arising from a Single 1 January 2024
Transaction
Amendments to IAS 1 Classification of Liabilities as Current or Non-current 1 January 2024
Amendments to IFRS 16 Lease Liability in a Sale and Leaseback 1 January 2024
Amendments to IAS 1 Non-current Liabilities with Covenants 1 January 2024
Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its Associate or Joint Deferred until further notice
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 none 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 (£), 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 (£) at foreign
exchange rates ruling at the Statement of Financial Position date. Results and
cash flows are translated into Pound Sterling (£) 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: £)
At Statement of Financial Position date
Average for year
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 2022 Note Rate 1 year 1-2 years 2-5 years 5 years Total
% £ £ £ £ £
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
£ £
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
£ £
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 £
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 £, with
other variables held constant.
Effect on profit before tax
2022 2021
£ £
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 or On demand On demand
within one year one to five year over five year Total
2022 £ £ £ £
Group
Financial liabilities
Trade and other 3,011,239 - - 3,011,239
payables
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 5,203,551 - - 5,203,551
payables
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 or On demand On demand
within one year one to five year over five year Total
2022 £ £ £ £
Company
Financial liabilities
Trade and other 74,841 - - 74,841
payables
Amount due to
subsidiary company 612,703 - - 612,703
Total undiscounted
financial liabilities 687,544 - - 687,544
2021
Company
Financial liabilities
Trade and other 901 - - 901
payables
Amount owing to 121,915 - - 121,915
Directors
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
£ £
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:
Fees Salaries and allowances Bonuses Social security contribution Defined contribution plan Total
Group
2022
£ £ £ £ £ £
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 6,627 - - - - 6,627
Taib
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)
Fees Salaries and allowances Bonuses Social security contribution Defined contribution plan Total
Group
2021
£ £ £ £ £ £
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 6,315 - - - - 6,315
Taib
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
* Re-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 electronic Hardware
Group commerce solutions and services Elimination Total
2022 £ £ £ £
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 electronic Hardware
Group commerce solutions and services Elimination Total
2021 £ £ £ £
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
£ £
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 £ £
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 12 (8,464) (3,508)
equipment
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 on trade receivable (5,061) -
Waiver of debts - (99,025)
8. TAX
Group
2022 2021
£ £
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
£ £
Profit before taxation 278,978 2,015,835
Taxation at Malaysian statutory tax rate of 24% 66,955 483,653
(2021 24%)
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
£ £
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 £178,125 (2021:
£147,272).
10. PROFIT PER SHARE
Group
2022 2021
£ £
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 112,623,648 113,656,903
at 31 December
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 £23,857
(2021: profit of £1,524,429) 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
£ £ £ £
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
£ £ £ £
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 £172,974
(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
£214,166 (2021: £368,178). 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 Capture Computer Computer Furniture Office
Building vehicles equipment equipment software and fittings equipment Renovation Total
31 December 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 Capture Computer Computer Furniture Office
Building vehicles equipment equipment software and fittings equipment Renovation Total
31 December 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 £390,056 (2021: £34,866) 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
£ £
Building 283,125 272,512
13. INVESTMENT IN SUBSIDIARY COMPANIES
Company
2022 2021
£ £
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 of Interest ** Principal Activities
Companies Incorporation 2022 2021
% %
MobilityOne Sdn. Bhd.* Malaysia 100 100 Provision of e-Channel products and services, technology managed services and
solution sales and consultancy
M1 AP Sdn. Bhd.* Malaysia 100 100 Investment holding company
M-One Tech Ltd. United Kingdom 100 100 Inactive
Direct subsidiary companies of MobilityOne Sdn. Bhd.
M1 Pay Sdn. Bhd.* Malaysia 100 100 Provision of solution sales and services
Effective Ownership of Ordinary Shares
Name of Subsidiary Country of Interest ** Principal Activities
Companies Incorporation 2022 2021
% %
MobilityOne Philippines, Inc* Philippines 95 95 Provision of IT systems and solutions and to establish a multi-channel
electronic service bureau
One Tranzact Sdn. Bhd.* Malaysia 100 100 Provision of electronic payment and product fulfillment
MobilityOne (B) Sdn. Bhd.* Brunei 99 99 Financial services
OneShop Retail Sdn. Bhd.* Malaysia 100 100 General merchant retail sales in all type of goods, materials and commodities
M1 Merchant Sdn. Bhd.* Malaysia 60 60 Provision of solutions and services in relation to electronic payments via
terminals, mobile devices or any its related business
Onetransfer Remittance Sdn. Bhd.* Malaysia 100 100 Provider for International 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
£
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 Vehicles Building improvement Equipment Total
£ £ £ £ £ £
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
£ £ £ £ £ £
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 (319,665) (81,085) - - (400,750)
equipment
-
12,178
-
Acquisition of subsidiary - 225,696 95,894 - 333,768
Expiration of lease 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 (122,538) (76,355) - -
equipment
- (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
£ £
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
£ £
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
£ £
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
£ £ £ £
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
£ £
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
£ £ £ £
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%
(2021: 1.4% - 2.6%) and from 1 month to 12 months (2021: 1 month to 12 months)
respectively.
19. CALLED UP SHARE CAPITAL
Number of ordinary shares of £0.025 each
Amount
2022 2021 2022 2021
£ £
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
£ £ £ £
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 £2,040,930, the difference between cost
of investment and MobilityOne Sdn. Bhd. share capital of £708,951 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 (£) using the closing
rate as at the Statement of Financial Position date and the Income Statements
were translated into £ using the average rate for that period. All resulting
exchange differences are taken to the foreign currency translation reserve
within equity.
2022 2021
£ £
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
£ £ £ £
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 £ £
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
£ £
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
£ £ £ £
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 66,855 124,426 64,183 121,915
(Note 28)
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 (2021: 60 days).
26. AMOUNT DUE TO DIRECTORS
Group Company
2022 2021 2022 2021
£ £ £ £
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
£ £
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 and equipment (8,464) -
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
£ £
(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
£ £
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
£66,855 (2021: £124,426), the Company owed the Directors £64,183 (2021:
£121,915), the Company owed MobilityOne Sdn. Bhd. ("M1 Malaysia") £612,703
(2021: £367,605), the subsidiary companies of M1 Malaysia owed M1 Malaysia
£399,227 (2021: £606,530) and M1 Malaysia owed the subsidiary companies
£469,413 (2021: £969,611). 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. £460) 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. £2,000) 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
£ £
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 PAYMENTS
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"). In
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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