REG - MobilityOne Limited - Final Results and Restoration in Trading
08/07/2025 07:00
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RNS Number : 0609Q MobilityOne Limited 08 July 2025
8 July 2025
MobilityOne Limited
("MobilityOne", the "Company" or the "Group")
Audited results for the year ended 31 December 2024
Lifting of Suspension of Trading on AIM
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 2024.
MobilityOne's Annual Report and Accounts for the year ended 31 December 2024
(the "Annual Report and Accounts") and Notice of Annual General
Meeting ("AGM") will be posted to shareholders today and will also be made
available shortly on the Company's website at www.mobilityone.com.my
(http://www.mobilityone.com.my/) .
Following the publication of the Company's Annual Report and Accounts, the
suspension of the Company's securities from trading on AIM is expected to be
lifted at 7.30 a.m. today, 8 July 2025.
The Company's AGM will be held at 4.00 p.m. (Malaysia time) on 30 July 2025
at Ground Floor, 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 89963600
Dato' Hussian A. Rahman,
CEO
www.mobilityone.com.my
har@mobilityone.com.my
Allenby Capital Limited
(Nominated Adviser and
Broker)
+44 20 3328 5656
Nick Athanas / Vivek Bhardwaj
Chairman's Statement
For the year ended 31 December 2024
Introduction
The Directors today present the audited consolidated financial statements for
MobilityOne Limited for the financial year ended 31 December 2024 ("FY2024").
The Group's revenue reduced by 4.74% to £230.23 million in FY2024 (FY2023:
revenue of £241.67 million), primarily due to softer demand in the Group's
main market in Malaysia, particularly in mobile phone prepaid airtime reloads
and bill payment services 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. As reported by the two main
telecommunications companies in Malaysia, being Maxis and CelcomDigi, mobile
prepaid revenues experienced a decline in 2024, with Maxis reporting a 2.1%
decrease and CelcomDigi reporting a 3.5% decrease. This downward trend aligns
with the broader telecommunications sector dynamics in Malaysia, where the
overall mobile segment revenue trend is slightly down or relatively flat due
to intense competition and price pressures.
In FY2024, the Group registered a loss after tax of £3.45 million (FY2023:
loss after tax of £1.41 million). The Group's increase in loss after tax was
mainly due to lower sales, higher administrative and marketing expenses aimed
at customer acquisition and retention, higher finance costs and the Group's
share of its 49%-owned associated company's loss, namely Sincere Acres Sdn Bhd
("Sincere") and its wholly-owned subsidiary, Hati International Sdn Bhd
("Hati"), a healthcare information systems provider in Malaysia.
During FY2024, the Group's electronic payment and e-money services in Malaysia
continued to operate on a modest scale, contributing minimally to the Group's
overall revenues. Despite the broader national trend of increasing e-payment
adoption with e-payment transactions growing, the Group's offerings in this
segment attracted only a limited share of the overall market. On the other
hand, the Group's international remittance services in Malaysia experienced
higher transaction volumes in FY2024 in comparison to the previous financial
year. This increase in transaction volume was driven by increased demand for
cross-border money transfers and the Group's continued efforts to enhance its
remittance platform.
In Brunei, the Group obtained regulatory approval in FY2024 from Brunei's
central bank to operate electronic payment services, merchant acquiring
services, and account services. While the Group is hopeful of the growth of
its business in Brunei, as of 31 December 2024 the Group's operations in
Brunei represents an insignificant proportion of the Group's overall business.
As announced previously by the Group, the Group ceased exploring new business
in the Philippines and has since discontinued operations in the Philippines.
As at 31 December 2024, the Group had cash and cash equivalents (excluding
other financial assets which are fixed deposits with maturities over 3 months)
of £3.98 million (31 December 2023: cash and cash equivalents (excluding
other financial assets which are fixed deposits with maturities over 3 months)
of £3.54 million) while the secured loans and borrowings from financial
institutions increased to £7.07 million (31 December 2023: £4.22 million)
mainly due to payments for higher cost of sales and higher administrative
expenses.
Review of activities and outlook
The Group's business activities continue to be predominately concentrated in
Malaysia. With this in mind, the Central Bank of Malaysia reported that
Malaysia's economy grew 4.4% in the first quarter of 2025 from a year earlier.
This was driven by sustained growth in household spending amid positive labour
market conditions and policy support, as well as steady expansion in
investments, and continued export growth. However, the Central Bank of
Malaysia also reported that it may have to revise downward Malaysian economy's
growth forecast for 2025, which at the time was projected at between 4.5% to
5.5%, in the next 2 months due to escalating global trade tensions and policy
uncertainty.
Mobile phone prepaid airtime reloads and bill payments continued to be the
main business activities for the Group in the year ended 31 December 2024. To
enhance margins in this segment, the Group's new subsidiary, Jejak Semangat
Sdn Bhd, has initiated a white-label collaboration with a mobile operator to
launch a proprietary mobile brand, S4S. The pilot runs for S4S commenced in
early 2025, aiming to improve profitability by capturing a greater share of
the mobile airtime value chain. The Group's international remittance business
is expected to grow further. The Group's focus on retail electronic payments
business which covers both physical and online merchants is also expected to
grow steadily. The e-money businesses in Malaysia as well as the payment
solution business in Brunei are expected to remain insignificant.
The Group's foray into the health technology industry via the Group's
subsidiary (i.e, MobilityOne Sdn Bhd ("M1 Malaysia")) and its associated
company (i.e, Hati), is gaining traction having secured a few new projects
with hospitals in Thailand and Malaysia, focusing on implementing digital
payment solutions to enhance patient billing and administrative processes as
well as to integrate the Group's payment technologies to streamline healthcare
services. These partnerships signify the Group's strategic move into the
health technology sector, leveraging its expertise in payment solutions to
cater to the evolving needs of the healthcare industry.
There are two major transactions pending completion, which are anticipated to
have a material impact to the future financial performance of the Group:
(1) 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 (the
"Share Sale Agreement") with Super Apps for the disposal by M1 Malaysia of a
60% shareholding in the Group's wholly-owned non-core subsidiary 1Shop to
Super Apps (together the "Disposal"). Concurrently, M1 Malaysia entered into
a joint-venture cum shareholders agreement with Super Apps and 1Shop (together
the "Proposed Joint Venture"). The intention of the Disposal and Proposed
Joint Venture is to establish a new joint venture to expand the Group's
e-products and services business initially in Malaysia.
The Disposal was initially subject to the completion of a merger exercise
between Technology & Telecommunication Acquisition Corporation ("TETE")
and Super Apps which includes certain approvals by the United States
Securities and Exchange Commission ("SEC") (together the "Merger Exercise").
Subsequently it was announced on 1 March 2024 that M1 Malaysia had entered
into a supplementary agreement with Super Apps to amend the terms and
conditions of the Share Sale Agreement in preparation for the Merger Exercise
(the "Supplementary Agreement"). Under the new terms and conditions of the
Supplementary Agreement, completion of the Disposal is no longer conditional
on the Merger Exercise completing. In this regard, it was instead agreed that
the Disposal completes upon entry of the Supplementary Agreement.
Notwithstanding completion, if the Merger Exercise does not complete, M1
Malaysia is entitled to purchase back the 60% interest in 1Shop from Super
Apps for a nominal consideration of RM1.00.
It was further agreed that irrespective of the completion of the Disposal and
subject to the completion of the Merger Exercise, Super Apps shall pay M1
Malaysia the following consideration:
(a) RM40.0 million (c. £6.84 million) in cash within 14 days upon completion
of the Merger Exercise; and
(b) RM20.0 million (c. £3.42 million) in cash within 180 days upon completion
of the Merger Exercise.
In addition, pursuant to the terms of the Proposed Joint Venture, M1 Malaysia
undertook to provide the necessary technical and business support to 1Shop and
guaranteed that 1Shop will achieve revenues of at least RM560.0 million
(equivalent to c. £95.8 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.
Moreover, 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. £3.42 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.
Most recently, on 23 April 2025 the Group announced that TETE filed a Form 8-K
report notifying that the deadline to complete the Merger Exercise was
extended to 20 August 2025. Notwithstanding this, at this stage there can be
no certainty that the Group will receive the consideration for the Disposal
nor as to the completion of the Proposed Joint Venture. This is on the basis
that both events are conditional on the completion of the Merger Exercise,
which is outside of the Group's control. The payment for the consideration of
the Disposal and the completion of the Proposed Joint Venture will represent a
positive material financial development for the Group. Consequently, any
further delays to the Merger Exercise or the non-completion of the Merger
Exercise itself will impact the Group's future financial position and business
operations, including restricting the Group's future growth initiatives.
Tete Technologies Inc, a wholly-owned subsidiary of TETE, has also filed a
draft proxy statement ("TETE Proxy Filing") with the SEC and the TETE Proxy
Filing is subject to the approval by the SEC. The Company will release further
announcements as and when appropriate.
(2) Acquisition of Hati via Sincere
On 29 September 2023, M1 Malaysia entered into a share sale agreement with
United Flagship Development Sdn Bhd ("Vendor") to acquire a 49% equity
interest in Sincere for a total cash consideration of RM30.0 million (c.
£5.217 million) to be paid to the Vendor in two tranches. On 4 October 2023,
the acquisition of Hati via Sincere completed and the first tranche,
representing RM2.0 million (c. £0.348 million), has since been paid to the
Vendor. The second tranche, representing the balance of RM28.0 million (c.
£4.869 million) (the "Second Tranche"), was originally required to be paid by
M1 Malaysia by 8 March 2024 (the "Second Tranche Payment Date").
The Second Tranche Payment Date has been subject to prior extensions and was
most recently extended to 31 August 2025. Any payment in relation to the
Second Tranche made after the Second Tranche Payment Date is subject to an
interest charge of 10% per annum.
As part of the Group's business plans, the Group has identified the following
business areas for future growth:
(1) Electronic payment system
The Group is actively expanding its merchant acquiring business across both
online and offline channels. Collaborations with local banks have been
established to enhance merchant onboarding and payment acceptance
capabilities, aligning with Malaysia's broader shift towards digital payments.
In May 2025, the Central Bank of Malaysia reported that in 2024 e-payment
transactions in Malaysia grew by 19% to 409 transactions per capita,
translating to at least one e-payment per Malaysian per day. This surge
underscores the increasing consumer preference for cashless transactions,
presenting significant opportunities for merchant acquirers.
Internationally, the Group has secured regulatory approval from Brunei's
central bank to operate a merchant acquiring business in Brunei. With most of
the Bruneians engaging in e-commerce activities such as shopping, banking, and
bill payments, the Group is well-positioned to tap into this growing market
upon receiving final operational clearance. These strategic initiatives are
expected to drive further growth in the regional digital payment landscape.
(2) eMoney business
The Group's e-money business is expected to grow through collaborations and
technological advancements. In Malaysia, the white-label partnership with
Majlis Agama Islam Negeri Sembilan ("MAINS") has expanded to encompass
programs aimed at supporting orphans and underprivileged communities,
reflecting the Group's commitment to financial inclusion. Collaborations with
Digital Perak Corporation Holdings (i.e, the development agency that
spearheads Malaysia's Perak state digital economy and Bank Simpanan Nasional
(i.e, a commercial bank in Malaysia) have strengthened the Group's position
through the nationwide rollout of the Cashless School Program in primary
schools, promoting digital payment adoption among students. The Group's
e-money platform has integrated with PayNet's national payment system,
enabling acceptance at DuitNow QR merchants across Malaysia. Looking ahead,
the Group is actively working on expanding its white-label collaborations to
broaden the user base and is developing capabilities to facilitate regional
acceptance of the Group's e-money services, leveraging PayNet's cross-border
payment initiatives. Internationally, the Group has secured an e-money license
from Brunei's central bank and plans to launch the services in Brunei by the
end of 2025, subject to fulfilling the conditions set forth by the regulator.
(3) Money transfer business
The Group expects further growth in the money transfer business with such
growth expected to be fuelled by strategic partnerships and market
diversification. While development using SWIFT network is still underway, new
collaborations with bKash (ie, the biggest mobile financial services provider
in Bangladesh) and Mastercard Send, which is expected to go live in the next
few months, will enhance the Group's product offerings, enabling faster and
more secure cross-border transactions. Additionally, the Group has initiated
incoming remittance services to Somalia, tapping into underserved markets and
broadening its global reach. These initiatives are expected to drive revenue
growth.
(4) Health technology initiatives
The Group's venture into the health technology sector is expected to yield
promising developments for the Group in the long run, with a hospital project
in Thailand as well as the Hospital Information System (HIS) implementations
at several hospitals in Malaysia. These initiatives align with Malaysia's
broader digital health transformation strategy. Currently, most of the health
clinics in Malaysia do not have digital health records, highlighting the
significant growth potential in this sector. The Malaysian government's phased
implementation of digital health initiatives aims to fully digitalise half of
government health clinics by 2030, presenting substantial opportunities for
health technology providers. The Group's involvement in these pioneering
projects is expected to allow the Group to expand its health technology
business in Malaysia and the region.
The Group anticipates a challenging business environment and remains cautious
about the outlook for the remainder of 2025. As announced by the Group on 23
April 2025, the Group's collaboration with TETE continues with the relevant
parties working towards a Merger Exercise deadline of 20 August 2025.
Notwithstanding this, at this stage there can be no certainty that the Group
will receive the consideration for the Disposal nor as to the completion of
the Proposed Joint Venture. This is on the basis that both events are
conditional on the completion of the Merger Exercise, which is outside of the
Group's control. The payment for the consideration of the Disposal and the
completion of the Proposed Joint Venture will represent a positive and
material financial development for the Group. Consequently, any further delays
to the Merger Exercise and/or the non-completion of the Merger Exercise itself
will impact the Group's future financial position and business operations,
including restricting the Group's future growth initiatives.
In recognition of the challenging business environment the Group has adopted a
turnaround strategy. As part of this turnaround strategy, the Group intends to
implement a range of targeted initiatives across its core business segments.
In the mobile phone prepaid airtime reloads and bill payment services, the
Group has embarked on a marketing strategy aimed at protecting its market
share, with a focus on improving service quality while avoiding any pricing
wars. Additionally, the Group intends to introduce higher‑margin products
such as game credits and gift vouchers to grow both revenues and margins. The
e-payments business is also expected to grow as more businesses and
transactions shift online.
As for the international remittance business, the Group will continue the
marketing campaigns to capture greater market share while optimising foreign
exchange and fee structures to improve margins. In addition, the Group is
in the midst of forming partnerships with other local remittance licencees to
leverage complementary strengths, such as agent network reach and regional
expertise to enhance the Group's overall product offerings and broaden payout
channels. These alliances, alongside enhanced connectivity with cash-in and
cash-out partners, are expected to drive transaction volume growth and help
improve the Group's overall margins.
Meanwhile, in the health technology segment, the Group and its associated
company, Hati, are making good progress, with several contracts recently
secured from hospitals in Thailand and Malaysia. This includes a contract with
Sripath Medical Centre in Thailand for system development, system support and
maintenance for a period of five years. The hospitals in Malaysia include
three government-linked hospitals which are part of Selgate Corporation, a
subsidiary of the Selangor State Development Corporation in Malaysia, for
hospital systems with five years of system support and maintenance. The above
contracts will serve as good references for Hati to expand into the Malaysian
and Southeast Asian's electronic medical record and hospital information
systems markets. While the health technology business shows strong promise, it
also faces notable challenges, particularly rising manpower costs, increased
competition from regional players, and the need for Hati to carefully manage
its project pipeline to avoid overcommitment and to maintain service quality
and post‑implementation support excellence.
Collectively, the above initiatives are aimed at turning around the Group's
performance and positioning the Group for sustainable growth.
On behalf of the Board, I would like to express our sincere gratitude to our
shareholders, customers, business partners, and employees for their continued
support and commitment throughout the year.
.............................................
Abu Bakar bin Mohd Taib
Chairman
Date: 7 July 2025
Report of the Directors
For the year ended 31 December 2024
The Directors are pleased to submit their report together with the financial
statements of the Group and the Company for the year ended 31 December 2024.
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 31.12.2024 Year ended 31.12.2023
£ £
Revenue 230,227,323 241,673,952
Operating loss (2,601,352) (1,050,815)
Loss before tax (3,497,382) (1,369,614)
Net loss for the year (3,446,586) (1,408,132)
KEY RISKS AND UNCERTAINTIES
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 arising
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 on the financial instruments.
Dependency on completion of the merger exercise between Technology &
Telecommunication Acquisition Corporation ("TETE") and Super Apps Holdings Sdn
Bhd ("Super Apps")
On 19 October 2022, MobilityOne Sdn Bhd ("M1 Malaysia"), the Group's
wholly-owned operating subsidiary in Malaysia, entered into a share sale
agreement with Super Apps for the disposal of 60% shareholding in its
wholly-owned non-core subsidiary OneShop Retail Sdn Bhd ("1Shop") to Super
Apps ("Disposal"). Concurrently, M1 Malaysia entered into a joint venture cum
shareholders agreement with Super Apps and 1Shop (the "Proposed Joint
Venture"). The intention of the Disposal and Proposed Joint Venture is to
establish a new joint venture to expand the Group's e-products and services
business and for a merger exercise between TETE and Super Apps which includes
certain approvals by the United States Securities and Exchange Commission
(together the "Merger Exercise"). After the completion of the Merger Exercise,
Super Apps shall pay M1 Malaysia RM40.0 million within 14 days and RM20.0
million within 180 days upon completion of the Merger Exercise (the "Cash
Consideration").
The Merger Exercise was originally anticipated by TETE to be completed by 31
December 2022. Since then, the deadline to complete the Merger Exercise has
been extended on several occasions. Most recently, and as announced by the
Group on 23 April 2025, the deadline to complete the Merger Exercise was
further extended to 20 August 2025. In the event that the Merger Exercise
completes the subsequent receipt of the Cash Consideration will represent a
positive material financial development for the Group. However, the Group
continues to have no control over the timing of the completion of the Merger
Exercise, and therefore any further delays to the Merger Exercise or the
non-completion of the Merger Exercise itself will negatively impact
management's expectations for the Group's future financial position and
business operations. Details of the potential business operations impact
specifically in relation to Sincere Acres Sdn Bhd ("Sincere") is outlined
below.
Settlement of deferred consideration due for the acquisition
On 4 October 2023, M1 Malaysia completed the acquisition of a 49% equity
interest in Sincere for a cash consideration of RM30,000,000. Whilst the
first tranche, representing RM2.0 million, had been paid by M1 Malaysia to
United Flagship Development Sdn Bhd (the "Vendor"), the second tranche,
representing the balance of RM28.0 million (the "Second Tranche"), is due for
payment (after several extension of time) by 31 August 2025.
It is the intention of the Group to utilise part of the Cash Consideration
from the Merger Exercise to pay for the Second Tranche. In the event that
the Merger Exercise cannot be completed for whatever reasons, the Group will
not be able to settle the Second Tranche payment. In this event, the Group
will have to consider alternative options, including the disposal of its
equity interest in Sincere back to the Vendor or to any other interested
parties.
Please refer to Note 16 for further information on the investment in
associate.
REVIEW OF BUSINESS
The results for the year and financial position of the Group are as shown in
the Chairman's statement.
RESULTS AND DIVIDENDS
The consolidated total comprehensive loss for the year ended 31 December 2024
was £3,378,253 (2023: £ 1,950,236) which has been transferred to reserves.
No dividends will be distributed for the year ended 31 December 2024.
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 2024
in the ordinary shares of the Company, were as follows:
Ordinary shares of 2.5p each
Interest at 31.12.24 % 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
Azlinda Ezrina binti Ariffin 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' remuneration of the Group is disclosed in Note 4.
SUBSTANTIAL SHAREHOLDERS
Based on the register of shareholders as of 24 June 2025, 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 6,656,540 6.26
Pershing Nominees Limited PERNY 5,216,958* 4.91
Lawshare Nominees Limited SIPP 4,686,492 4.41
* Including 1,800,000 ordinary shares and 1,943,000 ordinary shares in
the Company for Derrick Chia Kah Wai and his wife, respectively.
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 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
(1) On 19 October 2022, MobilityOne Sdn Bhd ("M1 Malaysia")
entered into a share sale agreement (the "Share Sale Agreement") with Super
Apps Holdings Sdn Bhd ("Super Apps") for the disposal by M1 Malaysia of a 60%
shareholding in the Group's wholly-owned non-core subsidiary OneShop Retail
Sdn Bhd ("1Shop") to Super Apps (together the "Disposal"). Concurrently, M1
Malaysia entered into a joint venture cum shareholders agreement with Super
Apps and 1Shop (together the "Proposed Joint Venture"). The intention of the
Disposal and Proposed Joint Venture is to establish a new joint venture to
expand the Group's e-products and services business initially in Malaysia.
The Disposal was initially subject to the completion of a merger exercise
between Technology & Telecommunication Acquisition Corporation ("TETE")
and Super Apps which includes certain approvals by the United States
Securities and Exchange Commission ("SEC") (together the "Merger Exercise").
Subsequently it was announced on 1 March 2024 that M1 Malaysia entered into a
supplementary agreement with Super Apps to amend the terms and conditions of
the Share Sale Agreement in preparation for the Merger Exercise (the
"Supplementary Agreement"). Under the new terms and conditions of the
Supplementary Agreement, completion of the Disposal is no longer conditional
on the Merger Exercise completing. In this regard, it was instead agreed that
the Disposal completes upon entry of the Supplementary Agreement.
Notwithstanding completion, if the Merger Exercise does not complete, M1
Malaysia is entitled to purchase back the 60% interest in 1Shop from Super
Apps for a nominal consideration of RM1.00.
It was further agreed that irrespective of the completion of the Disposal and
subject to the completion of the Merger Exercise, Super Apps shall pay M1
Malaysia the following consideration:
(a) RM40.0 million (c. £7.53 million) in cash within 14 days upon completion
of the Merger Exercise; and
(b) RM20.0 million (c. £3.76 million) in cash within 180 days upon completion
of the Merger Exercise.
In addition, pursuant to the terms of the Proposed Joint Venture, M1 Malaysia
undertook to provide the necessary technical and business support to 1Shop and
guaranteed that 1Shop will achieve revenues of at least RM560.0 million in the
financial year ending 31 December 2024 or any other period as mutually agreed
("Revenue Target"). In consideration of M1 Malaysia guaranteeing the Revenue
Target, M1 Malaysia will receive the shares of TETE representing an aggregate
value of RM20.0 million following 1Shop achieving the Revenue Target. In the
event that the Revenue Target is not met, M1 Malaysia will not receive the
shares of TETE and will not subject to any penalty.
It was announced by the Group on 23 April 2025 that the deadline to complete
the Merger Exercise was extended to 20 August 2025. There can be no guarantee
that the payment for the consideration of the Disposal and the 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. The payment for the
consideration of the Disposal and the completion of the Proposed Joint Venture
are expected to contribute positively to the financial position and future
growth prospects of the Group.
Tete Technologies Inc, a wholly-owned subsidiary of TETE, has since filed a
draft proxy statement ("TETE Proxy Filing") with the SEC and the TETE Proxy
Filing is subject to the approval by the SEC. The Company will release further
announcements as and when appropriate.
(2) On 29 September 2023, M1 Malaysia entered into a share sale
agreement with United Flagship Development Sdn Bhd ("Vendor") to acquire a 49%
equity interest in Sincere Acres Sdn Bhd ("Sincere") for a total cash
consideration of RM30.0 million (c. £5.217 million) to be paid to the Vendor
in two tranches (the "Acquisition"). On 4 October 2023, the acquisition of
Hati International Sdn Bhd via Sincere completed and the first tranche,
representing RM2.0 million (c. £0.348 million), has since been paid to the
Vendor. The second tranche, representing the balance of RM28.0 million (c.
£4.869 million) (the "Second Tranche"), was originally required to be paid by
M1 Malaysia by 8 March 2024 (the "Second Tranche Payment Date").
The Second Tranche Payment Date has been subject to prior extensions, and most
recently was extended to 31 August 2025. Any payment in relation to the Second
Tranche made after the Second Tranche Payment Date is subject to an interest
charge of 10% per annum.
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 the requirements 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.
The Directors are responsible for the maintenance and the integrity of the
corporate and financial information included on the Group's website.
Information published on the website is accessible in many countries, and
legislation in Jersey and the relevant provisions of the AIM Rules for
Companies governing the preparation and dissemination of financial statements
may differ from legislation and the rules in other jurisdictions. The
Directors' responsibility also extends to the continued integrity of the
financial statements contained therein.
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
Kreston Reeves LLP were appointed on 19 December 2024 and has indicated that
it will seek re-appointment as the Company's auditor at the forthcoming Annual
General Meeting. A resolution to re-appoint Kreston Reeves LLP has 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: 7 July 2025
Board of Directors
Abu Bakar bin Mohd Taib
(Non-Executive Chairman)
Abu Bakar bin Mohd Taib, a Malaysian aged 72, 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 63, 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 54, 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 53, 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 56, 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
adopted the Quoted Companies Alliance Corporate Governance Code ("QCA Code").
The Directors have also reviewed its corporate governance measures in light of
the revised QCA Code 2023, published in November 2023. The Board consider that
the Company complies with the QCA Code so far as is practicable. The Board has
separately considered the adoption of the Financial Reporting Council's UK
Corporate Governance Code which is considered by the Board to be more
prescription. With this in mind, the Board considers that the QCA Code is the
most appropriate corporate governance regime considering the Group's size and
stage of development.
The QCA Code identifies 10 principles. The following report sets out in
broad terms how the Company applies each of the principles.
1. Establish a purpose, strategy and business model which promote
long-term value for shareholders
The Group's purpose, 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 purpose through its core
competencies, namely, 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 2024.
2. 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 adherence to 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 overall 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.
3. Seek to understand and meet shareholder needs and expectations
The Company encourages two-way communication with its shareholders to
understand their needs and expectations.
Shareholders are kept up to date via announcements made through a regulatory
information service on matters of a material substance and/or a regulatory
nature. Updates will be provided to the market from time to time, including
any financial information, and any expected material deviations to market
expectations will be announced through a regulatory information service and in
accordance with its obligations under the AIM Rules for Companies and the UK
Market Abuse Regulation ("UK MAR").
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.
4. Take into account wider stakeholder interests, including social
and environmental responsibilities, and their implications for long-term
success
The Group is aware of its corporate social and environmental 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.
5. Embed effective risk management, internal controls and
assurance activities, 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 2024.
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 internal controls and
assurance activities.
Risk identification, internal control and assurance activities can come from
several sources: employees or other stakeholder feedback; executive meetings;
and decisions taken at Audit Committee and Board meetings.
6. Establish and 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 seven Board meetings in 2024 which were
attended by all the Directors in office at the time of each board meeting.
7. Maintain appropriate governance structures and ensure that
individually and collectively the directors have the necessary up-to-date
experience, skills and capabilities
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 Nominations Committee did not meet in the year.
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 2024, the Company
held six Board meetings.
Board and committee meetings
Attendances of Directors at Board and committee meetings convened in 2024 are
set out below:
Board Meetings Attended Audit Committee Meeting Attended Remuneration Committee Meeting Attended
Number of meetings in year 7 2 1
Abu Bakar bin Mohd Taib 7 2 1
Dato' Hussian @ Rizal bin A. Rahman 7 N/A N/A
Derrick Chia Kah Wai 7 N/A N/A
Seah Boon Chin 7 2 1
Azlinda Ezrina Binti Ariffin 7 2 1
The Directors' biographies are set out in the section "Board of Directors" of
the Company's Accounts for the year ended 31 December 2024.
The Board is satisfied that the Directors have sufficient skills, experience
and capabilities to enable the strategy of the Company to be delivered.
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.
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.
8. 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.
9. Establish a remuneration policy which is supportive of
long-term value creation and the company's purpose, strategy and culture
The Company has put in place a remuneration policy which is aligned with
shareholders' interests of creating shareholder value. All the employees of
the Group will be subject to yearly performance appraisal to ensure that good
performers are rewarded with salary increments which are aligned with the
Company's purpose, strategic and culture.
10. Communicate how the company is governed and is performing by
maintaining a dialogue with shareholders and other key 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 intends to include these
reports in future annual report and accounts.
Independent Auditor's Report to the Shareholders of MobilityOne Limited
Opinion
We have audited the financial statements of MobilityOne Limited (the 'Parent
Company') and its subsidiaries (the "Group"), for the year ended 31 December
2024 which comprise the consolidated income statement, the consolidated
statement of comprehensive income, the consolidated and company statements of
financial position, the consolidated and company statements of changes in
equity, the consolidated and company statement of cashflows and notes to the
financial statements, including a summary of significant accounting policies.
In our opinion:
· the financial statements of MobilityOne Limited give a true and fair
view of the state of the Group's and of the Parent Company's affairs as at 31
December 2024 and of the Group's loss for the year then ended and of the
Group's and of the Parent Company's cashflows position as at 31 December 2024;
· the Group's and Parent Company's financial statements have been
properly prepared in accordance with IFRSs as adopted by the European Union;
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 financial statements section of our report. We are independent of
the Group in accordance with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including the Financial Reporting
Council's Ethical Standard as applied to listed entities, and we have
fulfilled our other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
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 judgements, for example in
respect of significant accounting estimates that involved making assumptions
and considering future events that are inherently uncertain. 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.
We tailored the scope of our audit to ensure that we performed sufficient 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 Parent Company, the accounting
processes and controls, and the industry in which they operate.
We have identified 12 companies within the group of which only 4 have been
identified as being individually significant to the group audit, with the
remaining 8 having minimal assets and revenue, and being deemed to be
immaterial.
Our scoping considerations for the Group audit was based both on financial
information and risk. In total we have identified 4 distinct components within
the group financial statements.
Involvement of a component auditor
We have involved UHY in the conduct of the Group audit for the year ended 31
December 2024. The component auditor undertook specific audit procedures with
respect to the financial information of the components. This work was
undertaken in full compliance with the requirements of ISA 600 and resulted in
over 99% of group revenue and over 99% of group assets being considered within
the scope for audit testing.
Our application of materiality
We apply the concept of materiality in planning and performing the audit, in
evaluating the effect of identified misstatements on the audit and in forming
our audit opinion. Based on our professional judgement, we determined
materiality and performance materiality for the financial statements of the
Group and of the Parent Company as follows:
Group financial statements Parent company financial statements
Materiality £203,300 (2023: £130,000) £39,720 (2023: £40,000)
Basis for determining materiality 2% of Gross Profit (2023: 1.2% of Gross Profit) 2% of Gross Assets (2023: 2% of Gross Assets)
Rationale for benchmark applied Group's primary objective is to generate significant amounts of revenue with a The parent company is a non-trading company, whose main purpose is to be a
low margin, therefore it is reasonable to use gross profit, as this is the key holding company for the investments in the subsidiaries which make up the
benchmark, and ultimate driver for success. group. As such, an assets-based approach makes the most sense.
Performance materiality £152,500 (2023: £91,000) £29,800 (2023: £28,000)
Basis for determining performance materiality 70% of materiality 70% of company materiality
Reporting threshold £10,200 (2023: £6,500) £2,000 (2023: £6,500)
Basis for determining reporting threshold 5% of materiality 5% of materiality
We reported all audit differences found in excess of our reporting threshold
to the audit committee.
For each Group component within the scope of our Group audit, we determined
performance materiality that is less than our overall Group performance
materiality. The performance materiality determined for each Group company was
between £29,800 and £114,345.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we 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, including going concern, 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: Valuation of Investments - £4,606,344 (2023: £5,010,284)
Significance and nature of the key audit matter How our audit addressed the key audit matter
The investments in subsidiaries make up the majority of both the consolidated We have performed a detailed review of the underlying assumptions, and the
and company statements of financial position, making them one of the most reasonableness thereof, as relates to the calculations of the investment
significant components of the financial statements. In addition, as the parent valuation.
company is a holding company, the subsidiaries to which these investments
relate, are the revenue-generators of the group, meaning any impairment to
them could have a knock-on impact on the going concern status of the group.
We have reviewed the basis upon which management have performed their
impairment reviews, and the disclosures they have made in relation to the
investments.
As a result of the above, this has been judged to be a significant risk, due
to the risk of the investment being overstated if management were to fail to
identify impairment indicators due to incorrect assumptions such as the
weighted average cost of capital (WACC) rate or growth rate in the value in As a result of the procedures we have performed, the investments were found to
use calculation. have been valued accurately, and the impairment reviews have been carried out
satisfactorily.
In addition, we have ensured that investments have been correctly disclosed in
the financial statements.
Key observations
We have no concerns over the material accuracy of the valuation of investments
in the financial statements.
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 statements is appropriate.
Our evaluation of the Directors' assessment of the Group and Company's ability
to continue to adopt the going concern basis of accounting included:
· Review of forecasts for the 12 months following the signing of the
financial statements; and
· Review of previous budgets and comparisons to actual results; and
· Sensitivity analysis of forecasts;
· Enquiries made of management to ascertain their ability to continue
trading as a going concern, including analysis of the future acquisitions and
trading plans; and
· Confirmation of the controlling shareholder's financial position and
their ability and commitment to supporting the group for the foreseeable
future.
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 the Group's or the Parent
Company's ability to continue as a going concern for a period of at least
twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to
going concern are described in the relevant sections of this report.
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. 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 course of 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 this gives rise to a
material misstatement in the financial statements themselves. If, based on the
work we have performed, we conclude that there is a material misstatement of
this other 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 our 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:
· adequate 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
· the group and parent company financial statements are not in
agreement with the accounting records and returns; or
· we have not received all the information and explanations we require
for our audit.
Responsibilities of Directors
As explained more fully in the directors' responsibilities statement (set out
on page 11), the directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true and fair
view, and for such internal control as the directors 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 financial statements, the directors 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 either intend to liquidate the Group or parent
company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud, is detailed below.
Capability of the audit in detecting irregularities, including fraud
Based on our understanding of the Group and industry, and through discussion
with the directors and other management (as required by auditing standards),
we identified that the principal risks of non-compliance with laws and
regulations related to the AIM Rules, GDPR and Licenses held with the Bank of
Malaysia. We considered the extent to which non-compliance might have a
material effect on the financial statements. We also considered those laws and
regulations that have a direct impact on the preparation of the financial
statements such as the Companies (Jersey) Law 1991, taxation and pension
legislation, and IFRS. We communicated identified laws and regulations
throughout our team and remained alert to any indications of non-compliance
throughout the audit. We evaluated management's incentives and opportunities
for fraudulent manipulation of the financial statements (including the risk of
override of controls) and determined that the principal risks were related to
going concern, valuation of investments and the potential for management to
manipulate the value of the group holistically. Audit procedures performed by
the group engagement team and component auditors included:
· Discussions with management and assessment of known or suspected
instances of non-compliance with laws and regulations (including health and
safety) and fraud; and
· Assessment of identified fraud risk factors; and
· Identifying and assessing the design effectiveness of controls that
management has in place to prevent and detect fraud; and
· Challenging assumptions and judgements made by management in its
significant accounting estimates; and
· Performing analytical procedures to identify any unusual or
unexpected relationships, including related party transactions, that may
indicate risks of material misstatement due to fraud; and
· Confirmation of related parties with management, and review of
transactions throughout the period to identify any previously undisclosed
transactions with related parties outside the normal course of business; and
· Reading minutes of meetings of those charged with governance; and
· Review of internal controls and physical inspection of tangible
assets susceptible to fraud or irregularity; and
· Review of significant and unusual transactions and evaluation of the
underlying financial rationale supporting the transactions; and
· Identifying and testing journal entries, in particular any manual
entries made at the year-end for financial statement preparation.
Because of the inherent limitations of an audit, there is a risk that we will
not detect all irregularities, including those leading to a material
misstatement in the financial statements or non-compliance with regulation.
This risk increases the more that compliance with a law or regulation is
removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of
non-compliance.
As part of an audit in accordance with ISAs (UK), we exercise professional
judgment and maintain professional scepticism throughout the audit. We also:
· Identify and assess the risks of material misstatement of the
financial statements, whether due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
· Obtain an understanding of internal control relevant to the audit in
order to design audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the
Group's internal control.
· Evaluate the appropriateness of accounting policies used and the
reasonableness of accounting estimates and related disclosures made by the
directors.
· Conclude on the appropriateness of the directors' use of the going
concern basis of accounting and, based on the audit evidence obtained, whether
a material uncertainty exists related to events or conditions that may cast
significant doubt on the Group's or the parent company's ability to continue
as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor's report to the related disclosures
in the financial statements or, if such disclosures are inadequate, to modify
our opinion. Our conclusions are based on the audit evidence obtained up to
the date of our auditor's report. However, future events or conditions may
cause the Group or the parent company to cease to continue as a going concern.
· Evaluate the overall presentation, structure and content of the
financial statements, including the disclosures, and whether the financial
statements represent the underlying transactions and events in a manner that
achieves fair presentation.
· Obtain sufficient appropriate audit evidence regarding the financial
information of the entities or business activities within the Group to express
an opinion on the consolidated financial statements. We are responsible for
the direction, supervision and performance of the Group audit. We remain
solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other
matters, the planned scope and timing of the audit and significant audit
findings, including any significant deficiencies in internal control that we
identify during our audit.
Use of our Report
This report is made solely to the Company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. 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 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.
Anne Dwyer BSc (Hons) FCA (Senior Statutory Auditor)
For and on behalf of
Kreston Reeves LLP
Chartered Accountants
Statutory Auditor
London
Date: 7 July 2025
Consolidated Income Statement
For the year ended 31 December 2024
2024 2023
Note £ £
Revenue 5 230,227,323 241,673,952
Cost of sales (219,123,512) (229,742,340)
GROSS PROFIT 11,103,811 11,931,612
Other operating income 55,303 136,872
Administration expenses (13,395,599) (12,547,017)
Other operating expenses (192,677) (220,895)
Net loss on financial instruments 15 (172,190) (351,387)
OPERATING LOSS (2,601,352) (1,050,815)
Finance income 46,246 41,033
Finance costs 6 (357,380) (236,058)
Share of post-tax loss of equity
accounted associates 16 (584,896) (123,774)
LOSS BEFORE TAX 7 (3,497,382) (1,369,614)
Tax 8 50,762 (38,518)
LOSS FROM CONTINUING
OPERATIONS (3,446,620) (1,408,132)
Gain on disposal of subsidiary 34 -
LOSS (3,446,586) (1,408,132)
Attributable to:
Owners of the parent (3,446,067) (1,408,482)
Non-controlling interests (519) 350
(3,446,586) (1,408,132)
LOSS PER SHARE
Basic earnings per share (pence) 10 (3.242) (1.325)
Diluted earnings per share (pence) 10 (3.242) (1.325)
The notes form part of these financial statements
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2024
2024 2023
£ £
LOSS FOR THE YEAR (3,446,586) (1,408,132)
OTHER COMPREHENSIVE (LOSS)/PROFIT
Items that are or may be reclassified subsequently to profit or loss
Foreign currency translation 68,333 (542,104)
TOTAL COMPREHENSIVE LOSS (3,378,253) (1,950,236)
Total comprehensive (loss) /profit attributable to:
Owners of the parent (3,377,170) (1,952,013)
Non-controlling interests (1,083) 1,777
(3,378,253) (1,950,236)
The notes form part of these financial statements
Consolidated Statement of Changes in Equity
For The Year Ended 31 December 2024
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 2024 2,657,470 909,472 708,951 504,151 (1,502,248) 3,277,796 (13,334) 3,264,462
Comprehensive income
Loss for the year - - - - (3,446,067) (3,446,067) (519) (3,446,586)
Foreign currency translation - - - 68,333 - 68,333 (564) 67,769
Total comprehensive income
for the year - - - 68,333 (3,446,067) (3,377,734) (1,083) (3,378,817)
At 31 December 2024 2,657,470 909,472 708,951 572,484 (4,948,315) (99,938) (14,417) (114,355)
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 2023 2,657,470 909,472 708,951 1,047,682 (93,766) 5,229,809 (15,111) 5,214,698
Comprehensive profit
Profit for the year - - - - (1,408,482) (1,408,482) 350 (1,408,132)
Foreign currency translation - - - (543,531) - (543,531) 1,427 (542,104)
Total comprehensive profit for the year (1,950,236)
- - - (543,531) (1,408,482) (1,952,013) 1,777
At 31 December 2023 2,657,470 909,472 708,951 504,151 (1,502,248) 3,277,796 (13,334) 3,264,462
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.
Accumulated losses represent the cumulative earnings of the Group attributable
to equity shareholders.
Non-controlling interests represent the share of ownership of subsidiary
companies held outside the Group.
The notes form part of these financial statements
Consolidated Statement of Financial Position
As at 31 December 2024
2024 2023
Note £ £
ASSETS
Non-current assets
Intangible assets 11 563,157 567,823
Property, plant and equipment 12 469,344 544,033
Investment property 13 253,879 250,102
Right-of-use assets 14 281,179 154,755
Trade and other receivables 15 203,139 258,428
Investment in associate 16 4,606,344 5,010,284
Other investment 11,569 11,116
6,388,611 6,796,541
Current assets
Inventories 17 1,286,853 1,912,675
Trade and other receivables 15 4,715,886 2,688,902
Other financial assets 18 520,399 600,694
Tax recoverable 174,895 163,452
Cash and cash equivalents 19 3,979,183 3,536,135
10,677,216 8,901,858
TOTAL ASSETS 17,065,827 15,698,399
SHAREHOLDERS' EQUITY
Equity attributable to owners of the parent:
Called up share capital 20 2,657,470 2,657,470
Share premium 21 909,472 909,472
Reverse acquisition reserve 22 708,951 708,951
Foreign currency translation reserve 23 572,484 504,151
Accumulated losses 24 (4,948,315) (1,502,248)
Shareholders' equity (99,938) 3,277,796
Non-controlling interests (14,417) (13,334)
TOTAL EQUITY (114,355) 3,264,462
2024 2023
Note £ £
LIABILITIES
Non-current liabilities
Loans and borrowings - secured 25 186,642 189,428
Lease liabilities 14 162,115 101,465
Deferred tax liabilities 774 46,066
349,531 336,959
Current liabilities
Trade and other payables 26 4,791,639 3,169,711
Deferred consideration due 16 4,983,537 4,788,453
Amount due to Directors 27 51,832 35,300
Loans and borrowings - secured 25 6,890,030 4,036,396
Lease liabilities 14 113,613 65,372
Tax payables - 1,746
16,830,651 12,096,978
Total liabilities 17,180,182 12,433,937
TOTAL EQUITY AND LIABILITIES 17,065,827 15,698,399
The financial statements were approved and authorised by the Board of
Directors on 7 July 2025 and were signed on its behalf by:
............................................................................
Dato' Hussian @ Rizal bin A. Rahman
Chief Executive Officer
The notes form part of these financial statements
Consolidated Statement of Cash Flows
For the year ended 31 December 2024
2024 2023
Note £ £
Cash flow (used in)/ from operating activities
Cash flow (used in)/ from operations 29 (1,809,792) 213,934
Interest received 46,246 39,435
Tax paid (960) (168,251)
Tax refund - 157,324
Net cash from/(used in) operating activities (1,764,506) 242,442
Cash flow used in investing activities
Purchase of property, plant and equipment 12 (107,219) (47,092)
Purchase of right-of-used assets (8,009) -
Purchase of intangible assets - (373,965)
Addition in other investment - -
Addition to investments in associate (7) (342,032)
Proceeds from disposal of property, plant and equipment 27,647 2,018
Proceeds from disposal of subsidiary 1,747 -
Net cash used in investing activities (85,841) (761,071)
Cash flows from financing activities
Interest paid (357,380) (236,058)
Net change of banker acceptance 25 2,861,352 389,297
Net change in other financial assts pledged 80,295 51,512
Repayment of lease liabilities 14 (112,527) (96,503)
Repayment of term loan (10,504) (11,617)
Net cash from financing activities 2,461,236 96,631
Increase/ (Decrease) in cash and cash equivalents 610,889 (421,998)
Effect of foreign exchange rate changes (167,841) (404,833)
Cash and cash equivalents at beginning of year 3,536,135 4,362,966
Cash and cash equivalents at end of year 19 3,979,183 3,536,135
The notes form part of these financial statements
Notes to the Financial Statements
For the year ended 31 December 2024
1. GENERAL INFORMATION
The principal activity of the Company is investment holding. The principal
activities of the subsidiary companies are set out in Note 28 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. 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 2024 comprise the results of the Company and
its subsidiary companies. The Company's ordinary 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.
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.
The Group reported a loss after tax for the year of £3,446,620 (2023:
£1,408,132). Additionally, the Group's current liabilities of £16,830,651
exceed current assets of £10,677,216 by £6,153,435. Therefore, the Directors
have carefully considered the impact of these metrics on the ability of the
Group and Company to continue as a going concern and hence whether it remains
appropriate for the financial statements to be prepared on a going concern
basis.
Whilst the Group reported a loss after tax, the Board notes that this loss
reflects a number of significant non-cash items. The Board notes that the
consolidated cash flow statement indicates a net cash outflow of £1,764,506
from the Group's operating activities, and that the cash depletion from
investing activities, primarily resulted from the purchase of property, plant
& equipment. The Board carefully reviewed cash balances and projected cash
requirements before undertaking these investing activities since the return
from investment activities is likely to arise over a period of years. The
Board is satisfied that appropriate monitoring was applied to liquidity rise
where performing an assessment of the economic and financial viability of a
potential investment project.
In assessing the impact of the net current liability position, the Board notes
that this arises solely from the contractual arrangements entered into as part
of the acquisition of the Group's 49% interest in Sincere Acres. Under that
agreement, RM28 million (£4.9 million) remained payable as at 31 December
2024 in line with the terms of the acquisition. In the event the outstanding
consideration is not settled in cash, the Group intends to surrender its 49%
equity interest in Sincere Acres back to the vendor. As such, the Board
considers that in the event that insufficient funds are available to settle
the deferred consideration, the consideration will not be settled. The Group's
investment in Sincere Acres is not yet cash generative and so the
relinquishment of this asset would not impact the Group wider prospects of
conducting cash generative activity.
The Board has considered alternative going concern scenarios in order to
ensure a robust assessment is made. In the base case scenario, which the
Board considers is the most likely scenario, the TETE Merger described in
detail in Note 34, will proceed in the near term. Under the terms of the
Merger Exercise, the Group would receive RM40 million (£6.8 million) within
14 days of the completion date and a further RM20 million
(£3.4 million) within 180 days. Therefore, in the base case scenario, the
Group will generate free cash to settle the Sincere Acres consideration plus
additional cash to utilise in new projects and investment.
The Directors have also had regard to an alternative scenario in which the
TETE Merger exercise is delayed or does not complete in line with the Board's
expectation. Cash flow projections have been prepared in this downside
scenario to model the ability of the Group to continue to meet its obligations
as they fall due, including in a case whereby sales of prepay mobile credit
fall below expectations and other revenues generated by the Group do not grow
as expected. The Board has modelled a prudent scenario in which the
achievable gross margin is assumed to fall. It is noted that the Group
incurs a material proportion of costs which are directly related to the levels
of revenue generated such as the purchase of inventory and commissions
associated with the level of activity on the Group's or its partners'
platforms. Further, the Group has limited committed spend, unutilised
headroom in the facilities provided by its banking partners and a continuing
undertaking of support from its CEO. The Board further notes that whilst the
Group has been supported by short term debt products in recent years, the
option of an issue of shares on AIM is available, albeit the Board has no
current plan to seek a placing.
As noted in this Annual Report, a review has also been performed in respect of
the wider prospects of the Group in light of developments in the wider
Malaysian economy and note encouraging trends in economic growth, the
digitisation of economic activity and continuing growth in the value of
economic activity in the payments space in Malaysia and the wider region.
In light of the review performed and consideration of all factors, the Board
has concluded that it is appropriate to continue to present the financial
statements on a going concern basis and, that whilst the future is inherently
uncertain, the uncertainties associated with this assessment are sufficiently
mitigated through the initiatives and options available to the Board.
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) Significant influence over Sincere Acres Sdn. Bhd.
Note 16 describes Sincere Acres Sdn. Bhd. which is an associate of the Group.
The Group has significant influence over Sincere Acres Sdn. Bhd. by virtue of
its 49% ownership interest in Sincere Acres Sdn. Bhd. Management considers
that there are no commercial, practical or legal factors which would be
indicative of the ability to control Sincere Acres. The Group's 49% equity
interest confers no enhanced rights above other shareholders and the Group has
no ability to direct the day to day operations of Sincere Acres.
(ii) Impairment of investment in associate
The Group and the Company review its investment in associate when there are
indicators of impairment. Impairment is measured by comparing the carrying
amount of an investment with its recoverable amount. Significant judgement is
required in determining the recoverable amount. Estimating the recoverable
amount requires the Group and the Company to make an estimate of the expected
future cash flows from the cash-generating units and also to determine a
suitable discount rate in order to calculate the present value of those cash
flows.
The associate reported a loss in the reporting period which was considered an
impairment indicator and so an impairment review was performed. This
involved an assessment of the associate's proven ability to win contracts in
the past, the extent and position of potential projects, a review of the
potential market for Hati's medtech products and the commercial prospects of
the business. In light of these factors it was determined that no impairment
was required.
(iii) 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 2024 are disclosed in
Note 12 to the financial statements.
(iv) Amortisation of intangible assets
Software is amortised over its estimated useful life. Management estimated the
useful life of this asset to be 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 2024
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.
(v) 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 relevant cash generating unit's cash flow projections include estimates of
future 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
terminal value being factored. At the period end, based on these assumptions,
there was indication of impairment of the value of goodwill.
The carrying amount of the Group's goodwill on consolidation as at 31 December
2024 is disclosed in the Note 11 to the financial statements.
(vi) 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.
(vii) Revenue Recognition - Principal versus Agent
considerations
The Company recognises revenue from contracts with customers when control of
the promised goods or services is transferred to the customer at an amount
that reflects the consideration to which the Company expects to be entitled in
exchange for those goods or services. The Company acts as a principal in
transactions where it is primarily responsible for fulfilling the promise to
provide goods or services to the customer. This determination is primarily
based on the inventory risk borne by the Group, as it holds and manages the
inventory before the transfer of control to the customer.
Revenue is recognized at the gross amount of consideration received or
receivable from customers for whom we are acting as a principal, net of any
sales taxes, duties, and rebates. The Company evaluates its role as principal
or agent in each transaction and applies judgment based on the specific facts
and circumstances of each contract.
(viii) 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 17 to the financial
statements.
(ix) 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 2024, the Group
has tax recoverable of £174,895 (2023: £163,452 ).
IFRS AND IAS UPDATE FOR 31 DECEMBER 2024
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
Amendments to IAS 12 The Effects of Changes in Foreign Exchange Rates - Lack of Exchangeability 1 January 2025
Amendments to IFRS 9 and IFRS 7 Amendments to the Classification and Measurement of Financial Instruments 1 January 2026
IFRS 18 Presentation and Disclosure in Financial Statements 1 January 2027
IFRS 19 Subsidiaries without Public Accountability Disclosures 1 January 2027
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. The
delivery of products is typically immediately upon purchase and therefore
revenue is recorded at point in time, being the date of the underlying
customer's purchase of prepaid credit or the transaction giving rise to a
commission. 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 2024
was generated in Malaysia and none of the revenue was derived in the United
Kingdom or Channel Islands.
(ii) Interest income
Interest income on lending activities is recorded by reference to the
effective interest method. Where there has been a significant increase in
credit risk, interest is only recorded by reference to the net carrying value
of the receivable.
(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.
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 2024 5.62 5.84
Year ended 31 December 2023 5.85 5.68
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
capitalised 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.
(ii) 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.
An impairment loss is recognized if the carrying amount of an asset or its
cash-generating unit exceeds its recoverable amount 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.
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.
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:
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.
Investment in associate
On acquisition of an investment in an associate, any excess of the cost of
investment over the Group's share of the net fair value of the identifiable
assets and liabilities of the investee is recognised as goodwill and included
in the carrying amount of the investment. Any excess of the Group's share of
the net fair value of the identifiable assets and liabilities of the investee
over the cost of investment is excluded from the carrying amount of the
investment and is instead included as income in the determination of the
Group's share of associate's or joint venture's profit or loss for the period
in which the investment is acquired.
An associate is accounted for using the equity method as described in IAS 28
from the date on which the investee becomes an associate. Under the equity
method, on initial recognition the investment in an associate is recognised at
cost, and the carrying amount is increased or decreased to recognise the
Group's share of profit or loss and other comprehensive income of the
associate after the date of acquisition. When the Group's share of losses in
an associate equals or exceeds its interest in the associate, the Group does
not recognise further losses, unless it has incurred legal or constructive
obligations or made payments on behalf of the associate.
Profits or losses resulting from upstream and downstream transactions between
the Group and its associate are recognised in the Group's consolidated
financial statements only to the extent of unrelated investors' interests in
the associate or joint venture. Unrealised losses are eliminated unless the
transaction provides evidence of an impairment of the assets transferred.
The financial statements of the associates are prepared as of the same
reporting date as the Company. Where necessary, adjustments are made to bring
the accounting policies in line with those of the Group.
The requirements of IAS 36 Impairment of Assets are applied to determine
whether it is necessary to recognise any additional impairment loss with
respect to its net investment in the associate. When necessary, the entire
carrying amount of the investment is tested for impairment in accordance with
IAS 36 as a single asset, by comparing its recoverable amount (higher of
value-in-use and fair value less costs to sell) with its carrying amount. Any
impairment loss is recognised in profit or loss. Reversal of an impairment
loss is recognised to the extent that the recoverable amount of the investment
subsequently increases.
Financial assets
Trade and other receivables are recognised initially at fair value and
subsequently measured at amortised 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.
Bank deposits with maturities over 3 months are separately recognised as other
financial assets.
Financial liabilities
Trade and other payables and loans and borrowings are subsequently measured
using amortised cost accounting using the effective interest rate method.
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.
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.
Investment property
Investment property is held at cost over the expected useful life of the
property. As required by IAS 40, fair value of the property is disclosed and
where the fair value exercise determines that the fair value is lower than the
carrying amount, an impairment is recorded. Rental income is recognised in
'Other operating income'. The investment property is depreciated on a straight
line basis over 50 years, which represents the Directors' assessment of the
expected useful life of the property. Where there is a change in use of the
property, an assessment is made if the asset should be transferred into a
different asset category according to it intended use.
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 2024 Note Rate 1 year 1-2 years 2-5 years 5 years Total
% £ £ £ £ £
Fixed rate:
Fixed deposits 18&19 2.20-2.50 1,741,898 - - - 1,741,898
Floating rate:
Bankers' acceptance 25 4.71-5.13 (6,881,730) - - - (6,881,730)
Term loan 25 4.23 (8,300) (9,000) (20,100) (157,542) (194,942)
At 31 December 2023
Fixed rate:
Fixed deposits 18&19 2.50-3.00 1,636,242 - - - 1,636,242
Floating rate:
Bankers' acceptance 25 4.80-5.08 (4,028,799) - - - (4,028,799)
Term loan 25 4.34 (17,645) (17,645) (35,290) (208,796) (279,376)
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
2024 2023
£ £
Floating rate instruments
Financial liabilities (Note 25) 7,076,672 4,225,824
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. 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
£ £
2024
Floating rate instruments (707,667) 707,667
2023
Floating rate instruments (42,258) 42,258
(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
2024 £
Group
Deposits, cash and bank balances 4,489,461
Trade and other receivables 4,302,953
Trade and other payables (9,732,543)
Lease liabilities (275,728)
Loans and borrowings (7,076,672)
Net currency exposure (8,292,529)
2023
Group
Deposits, cash and bank balances 4,126,899
Trade and other receivables 2,688,902
Trade and other payables (7,955,005)
Lease liabilities (166,837)
Loans and borrowings (4,225,824)
Net currency exposure (5,531,865)
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
2024 2023
£ £
Group
Change in currency rate
RM Strengthen 10% 829,253 553,187
Weakened 10% (829,253) (553,187)
(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 Board notes that current liabilities exceed current assets at year end.
However, as explained in the going concern disclosure, deferred consideration
in respect of Sincere Acres is expected to be paid after the completion of the
TETE Merger. In the event that the Group does not have sufficient funds to
settle the deferred consideration, for example in a scenario where the TETE
Merger is delayed or unsuccessful, the Board intends to surrender the interest
in Sincere Acres back to the vendor. Therefore the liquidity risk associated
with the deferred consideration is limited. When excluding the deferred
consideration, current assets exceed current liabilities and therefore the
Board considers that liquidity risk is appropriately managed.
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 liabilities at
the reporting date based on contractual undiscounted repayment obligations:
On demand or
within one year one to five year over five year Total
2024 £ £ £ £
Group
Financial liabilities
Trade and other
payables 4,791,639 - - 4,791,639
Deferred
consideration
due 4,983,537 - - 4,983,537
Amount due to
Directors 51,832 - - 51,832
Lease liabilities 119,984 151,446 35,390 306,820
Loans and
borrowings 6,890,030 29,100 157,542 7,076,672
Total undiscounted
financial liabilities 16,837,022 180,546 192,932 17,210,500
On demand or
within one year one to five year over five year Total
2023 £ £ £ £
Group
Financial liabilities
Trade and other
payables 3,169,711 - - 3,169,711
Deferred
consideration
due 4,788,453 - - 4,788,453
Amount due to
Directors 35,300 - - 35,300
Lease liabilities 70,728 53,470 53,960 178,158
Loans and
borrowings 4,036,396 26,711 162,717 4,225,824
Total undiscounted
financial liabilities 12,100,588 80,181 216,677 12,397,446
The table below summarises the maturity profile of the Company's liabilities
at the reporting date based on contractual undiscounted repayment obligations:
On demand or
within one year one to five year over five year Total
2024 £ £ £ £
Company
Financial liabilities
Trade and other 42,633 - - 42,633
payables
Amount due to
subsidiary
company 1,024,336 - - 1,024,336
Amount due to
directors 51,832 - - 51,832
Total undiscounted
financial liabilities 1,118,801 - - 1,118,801
2023
Company
Financial liabilities
Trade and other 995 - - 995
payables
Amount due to
subsidiary
company 870,686 - - 870,686
Amount due to
directors 35,300 - - 35,300
Total undiscounted
financial liabilities 906,981 - - 906,981
(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
2024 2023
£ £
EMPLOYEES
Wages, salaries and bonuses 2,019,598 1,671,192
Social security contribution 20,932 18,434
Contribution to defined contribution plan 203,237 172,232
Other staff related expenses 24,466 21,429
2,268,233 1,883,287
DIRECTORS
Fees 54,163 70,990
Wages, salaries and bonuses 167,600 170,347
Social security contribution 342 335
Contribution to defined contribution plan 19,392 19,722
241,497 261,394
The number of employees (excluding Directors) of the Group and of the Company
at the end of the financial year were 129 (2023: 127) and Nil (2023: 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
2024 £ £ £ £ £ £
Company's Directors:
Abu Bakar bin Mohd 6,163 - - - - 6,163
Taib
Dato' Hussian @ Rizal
bin A. Rahman 36,000 76,013 - 134 9,122 121,269
Derrick Chia Kah Wai - 85,587 - 208 10,270 96,065
Seah Boon Chin - - - - - -
Azlinda Ezrina Binti Ariffin 12,000 6,000 - - - 18,000
54,163 167,600 - 342 19,392 241,497
2023
Company's Directors:
Abu Bakar bin Mohd 6,340 - - - - 6,340
Taib
Dato' Hussian @ Rizal
bin A. Rahman 36,000 78,188 - 131 9,383 123,702
Derrick Chia Kah Wai 2,000 86,159 - 204 10,339 98,702
Seah Boon Chin 14,650 - - - - 14,650
Azlinda Ezrina 12,000 6,000 - - - 18,000
Binti
Ariffin
70,990 170,347 - 335 19,722 261,394
* Re-assignment of Derrick Chia Kah Wai's fees payable by the
Company to salaries payable by MobilityOne Sdn Bhd.
No employees of the Group were considered as key management personnel other
than the members of the Company Board.
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:
Telecommunication services and electronic commerce solution Technology managed services and solution provider and consultancy
Hardware and services Providing e-Channel products and services solutions including selling of
hardware, remittance services and money lending income.
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. The Board
considers that an apportionment of assets, liabilities or expenses to the
identified segments would not be meaningful or material information as
segmental information is only prepared and reviewed at revenue level
No geographical segment information is presented as more than 95% of the
Group's revenue for the financial ended 31 December 2024 was generated in
Malaysia.
Major Customer
During the year, Customer A contributed 62% to Group revenue and Customer B
contributed 8%
(2023: Customer A contributed 58% and customer B contributed 13%). All
revenues from these two customers are attributable to the "Telecommunication
services and electronic commerce solution" operating segment.
Telecommunication
services and
electronic Hardware Inter-segment
Group commerce solutions and services trading Total
2024 £ £ £ £
Segment revenue:
External customers 227,874,346 2,352,978 - 230,227,323
Inter-segment - 162,892 (162,892) -
227,874,346 2,515,870 (162,892) 230,227,323
Loss before tax (3,497,348)
Tax 50,762
Loss for the year (3,446,586)
Telecommunication
services and electronic Hardware Inter-segment
Group commerce solutions and services trading Total
2023 £ £ £ £
Segment revenue:
External customers 239,532,015 2,141,937 - 241,673,952
Inter-segment - 167,282 (167,282) -
239,532,015 2,309,219 (167.282) 241,673,952
Loss before tax 1,369,614
Tax (38,518)
Loss for the year (1,408,132)
6. FINANCE COSTS
Group
2024 2023
£ £
Bankers' acceptance interest 317,605 199,798
Bank guarantee interest 7,616 10,898
Bank overdraft 14,547 11,218
Lease liabilities 9,673 8,163
Term loan 7,939 5,981
357,380 236,058
7. LOSS BEFORE TAX
(Loss)/Profit before tax is stated after charging/(crediting):
Group
2024 2023
Note £ £
Auditors' remuneration
- Statutory audit
- Current year 55,117 33,000
- Under provided in prior year 33,342 -
Amortisation of intangible assets 11 26,741 -
Amortisation of right-of-use assets 14 107,414 96,320
Bad debt written off 2,373 12,131
Depreciation of property, plant and equipment 12 193,939 248,032
Depreciation of investment property 13 6,168 6,344
Deposit written-off - -
Directors' remuneration 4 241,497 261,394
(Gain)/Loss on foreign exchange
- realised - -
- unrealised 3,253 -
Gain on disposal of property, plant and 12 (25,395) (1,437)
equipment
Gain on disposal of right-of-use assets - (3,234)
Gain on lease termination (59)
Impairment loss on goodwill 11 72,381 -
Impairment loss on other receivable - -
Inventories written off - 808
Interest income (46,246) (39,435)
Net impairment loss on trade receivable 172,190 315,009
Operating lease payment of premises and
equipment 51,909 60,242
8. TAX
Group
2024 2023
£ £
Current tax expense:
Jersey corporation tax for the year - -
Foreign tax - 5,570
(Over) provision in prior year (5,390) (55)
(5,390) 5,515
Deferred tax expense:
Relating to origination and reversal
of temporary difference (11,352) 33,003
Under/over provision in prior year (34,019) -
(50,761) 38,518
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
2024 2023
£ £
(Loss)/Profit before taxation (3,558,549) (1,369,614)
Taxation at Malaysian statutory tax rate of 24% (839,886) (328,707)
(2023 24%)
Effect of different tax rates in other countries 10,060 (7,347)
Effect of expenses not deductible for tax 349,276 231,721
Income not taxable for tax purpose (133) (37,682)
Utilisation of prior year's unrecognised deferred tax assets 21,136 -
Deferred tax assets not recognised 448,195 180,588
Over provision of deferred tax in prior year (34,019) -
Under/(over) provision of tax expense in prior year (5,390) (55)
Tax expense for the year (50,761) 38,518
As at 31 December 2024, the unrecognised deferred tax assets of the Group are
as follows:
Group
2024 2023
£ £
Unabsorbed tax losses 3,489,965 1,593,792
Unabsorbed capital allowances 407,475 475,086
3,897,440 2,068,878
The potential deferred tax assets amounting to £2,068,878 (2023: £1,460,339)
have 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.
Under the Malaysia Finance Act 2018 which was gazetted on 27 December 2018,
the unutilised tax losses of the Group and of the Company will be imposed with
a time limit of utilisation. Any accumulated unutilised tax losses brought
forward can be carried forward for a maximum period of 7 consecutive years of
assessment. With effect from year of assessment 2023, unutilised tax losses
that were allowed to be carried forward up to seven consecutive years was
extended to a maximum of ten consecutive years of assessment under the current
tax legislation. The unabsorbed capital allowances do not expire under current
tax legislation.
Pursuant to Section 44(5F) of the Income Tax Act 1967, the unutilised tax
losses can only be carried forward until the following years of assessment.
Group
2024 2023
£ £
Unutilised tax losses to be carried forward until:
-2028 960,645 1,045,088
-2029 18,891 18,151
-2030 - 1,733
-2031 37,297 748
-2032 88,953 81,550
-2033 337,203 446,522
-2034 2,046,976 -
3,489,965 1,593,792
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 £213,365 (2023:
£274,674).
10. (LOSS)/PROFIT PER SHARE
Group
2024 2023
£ £
(Loss)/Profit attributable to owners of the Parent for
the computation of basic earnings per share
(Loss)/Profit from continuing operations (3,446,065) (1,408,482)
Weighted average number of shares at 31 December 106,298,780 106,298,780
Diluted weighted average number of shares 106,209,780 106,209,780
at 31 December
(Loss)/Profit Per Share
Basic earnings per share (pence) (3,242) (1,325)
Diluted earnings per share (pence) (3,242) * (1,325)
(Loss)/Profit Per Share from continuing operations
Basic earnings per share (pence) (3,242) (1,325)
Diluted earnings per share (pence) (3,242) * (1,325)
* As the Group reported a loss for the year, there is
no dilutive effect of share options.
The basic earnings per share is calculated by dividing the loss of £3,446,065
(2023: £1,408,482) attributable to ordinary shareholders by the weighted
average number of ordinary shares outstanding during the year, which is
106,298,780 (2023: 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 2024 Software consolidation costs Total
£ £ £ £
At cost
At 1 January 2024 969,457 1,627,132 1,270,108 3,866,697
Addition - 133,549 - 133,549
Foreign exchange differences 39,496 69,157 35,481 144,134
At 31 December 2024 1,008,953 1,829,838 1,305,589 4,144,380
Accumulated amortisation and impairment loss
At 1 January 2024 969,444 1,433,286 896,144 3,298,874
Amortisation charge for the year - - 26,741 26,741
Impairment loss recognise - 133,549 - 133,549
Foreign exchange differences 39,496 61,260 21,303 122,059
At 31 December 2024 1,008,940 1,628,095 944,188 3,581,223
Net Carrying Amount
At 31 December 2024 13 201,743 361,401 563,157
Group Goodwill on Development
31 December 2023 Software consolidation costs Total
£ £ £ £
At cost
At 1 January 2023 1,071,081 1,797,697 990,082 3,858,860
Addition - - 373,965 373,965
Foreign exchange differences (101,624) (179,565) (93,939) (366,128)
At 31 December 2023 969,457 1,627,132 1,270,108 3,866,697
Accumulated amortisation and impairment loss
At 1 January 2023 1,071,067 1,583,531 990,082 3,644,680
Foreign exchange differences (101,623) (150,245) (93,938) (345,806)
At 31 December 2023 969,444 1,433,286 896,144 3,298,874
Net Carrying Amount
At 31 December 2023 13 193,846 373,964 567,823
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. In the case of goodwill, an automatic annual impairment test is
performed.
Goodwill on consolidation
(a) Impairment testing for goodwill on consolidation
Goodwill on consolidation has been allocated for impairment testing purposes
to the individual entity which is also the cash-generating units ("CGU")
identified. The Group's goodwill arose in relation to the acquisition
OneTransfer Remittance which operates the Group's remittance business.
Management considers that the goodwill represents the growth opportunity in
the sector and potential synergistic benefits with the wider business.
(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 a 5 years period. The projections are based on the
assumption that the Group can recognise projected sales which grow at 20% to
30% per annum which is based on expected clientele growth 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 6.0% (2023: 7.2%) 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 recognized an impairment loss amounting
to Nil (2023: Nil) in respect of the goodwill on consolidation. The entirety
of goodwill on consolidation relates to the acquisition of OneTransfer
Remittance Sdn Bhd which is a CGU and has a carrying amount of £201,743
(2023: £193,846). Its recoverable amount has been determined based on
value-in-use by using discounting future cash flow to be generated by the CGU
and key assumptions as described in (b) above. The impairment test showed that
goodwill would not be impaired if the discount rate were 5% higher or if sales
grew at a rate 10% less than projected.
Development costs
Development costs represent two distinct internally generated assets, both of
which are expected to create benefits to the Group for a period of five
years. Amortisation will commence when the asset is ready for use, which in
the case of the internal generation of technological capabilities is when the
build phase is completed and testing has demonstrated that the product can be
commercially deployed. Amortisation of development assets is included within
Administrative expenses in profit of loss. The development assets relate to
new payment technology capabilities which are expected to enhance the earnings
capability within the Group's existing principal activities.
The Company held no intangible assets or goodwill.
12. PROPERTY, PLANT AND EQUIPMENT
Electronic
Group Motor Data Capture Computer Computer Furniture Office
vehicles equipment equipment software and fittings equipment Renovation Total
31 December 2024 £ £ £ £ £ £ £ £
At Cost
At 1 January 2024 262,024 974,888 1,056,983 157,352 121,694 127,547 181,587 2,882,075
Additions - 86,319 6,115 6,062 1,964 5,769 990 107,219
Disposals (90,951) (602) - - - (12,943) - (104,496)
Written off - (1,073) - - - - - (1,073)
Transfer from right-of-used assets 242,280 - - - - - - 242,280
Foreign exchange differences 7,073 43,071 43,303 6,653 5,010 4,648 7,437 117,195
At 31 December 2024 420,426 1,102,603 1,106,401 170,067 128,668 125,021 190,014 3,243,200
Accumulated Depreciation
At 1 January 2024 262,023 899,659 755,893 79,382 102,228 84,957 153,900 2,338,042
Depreciation charge for the year - 50,345 96,371 12,583 4,710 13,953 15,977 193,939
Disposals (94,554) (65) (7,625) (102,244)
Written off (958) (958)
Transfer from right-of-used assets 242,280 242,280
Foreign exchange differences 10,676 38,609 33,341 5,005 4,350 3,913 6,903 102,797
At 31 December 2024 420,425 987,590 885,605 96,970 111,288 95,198 176,780 2,773,856
Net Carrying Amount
At 31 December 2024 1 115,013 220,796 73,097 17,380 29,823 13,234 469,344
Electronic
Group Motor Data Capture Computer Computer Furniture Office
vehicles equipment equipment software and fittings equipment Renovation Total
31 December 2023 £ £ £ £ £ £ £ £
At Cost
At 1 January 2023 289,490 1,052,756 1,177,813 161,418 134,968 140,357 200,622 3,157,424
Additions - 24,654 10,423 11,583 99 333 - 47,092
Disposals - (1,982) - - - - - (1,982)
Written off - - (19,772) - (581) - - (20,353)
Foreign exchange differences (27,466) (100,540) (111,481) (15,649) (12,792) (13,143) (19,035) (300,106)
At 31 December 2023 262,024 974,888 1,056,983 157,352 121,694 127,547 181,587 2,882,075
Accumulated Depreciation
At 1 January 2023 289,489 892,373 726,941 73,802 106,700 78,492 150,558 2,318,355
Depreciation charge for the year - 96,028 100,835 12,955 5,820 14,531 18,151 248,320
Disposals - (1,302) - - - - - (1,302)
Foreign exchange differences (27,466) (87,440) (71,883) (7,375) (10,292) (8,066) (14,809) (227,331)
At 31 December 2023 262,023 899,659 755,893 79,382 102,228 84,957 153,900 2,338,042
Net Carrying Amount
At 31 December 2023 1 75,229 301,090 77,970 19,466 42,590 27,687 544,033
(a) Cash payments of £107,219 (2023: £47,092) were made
by the Group to purchase property, plant and equipment.
(b) The Company held no property, plant and equipment.
13. INVESTMENT PROPERTY
Group
2024 2023
£ £
At Cost
At 1 January 308,026 340,315
Foreign exchange differences 12,549 (32,289)
At 31 December 320,575 308,026
Accumulated Depreciation
At 1 January 57,924 57,190
Depreciation charge for the year 6,168 6,344
Foreign exchange differences 2,604 (5,610)
At 31 December 66,696 57,924
Net Carrying Amount
At 31 December 253,879 250,102
At Cost
Included in the above are:
Freehold building 253,879 250,102
Fair value of investment property 311,471 331,254
(a) Asset pledged as securities to licensed bank
The carrying amount of investment property of the Group pledged as securities
for bank borrowings as disclosed in Note 25.
The Group owns a freehold property in Kuala Lumpur which is let to an external
party. The Group therefore accounts for the property as an investment
property. The Directors have elected to hold the investment property under
the cost model. The fair value of the property disclosed above was
determined by the Directors, using a desktop review of achievable price per
square foot of similar properties in a similar location. No independent valuer
was appointed for this purpose. Rental income of £15,750 (2023: £14,792) was
recognised in other income in respect of the property. The property is
depreciated straight line over a period of 50 years which is the assessed
useful life of the asset.
14. RIGHT-OF-USE ASSETS
Leasehold Office
Machine Motor Vehicles Building improvement Equipment Total
£ £ £ £ £ £
Group
2024
At Cost
At 1 January 2024 75,870 293,882 172,628 9,395 11,872 563,647
Additions 16,974 119,174 93,456 - - 229,604
Written off - - - - - -
Expiration of lease contract - (33,135) - - (33,135)
Transfer to property, plant and equipment - (242,280) - - - (242,280)
Termination of lease contract - - - - - -
Foreign exchange differences 3,763 16,694 (13,926) (266) 484 6,749
At 31 December 2024 96,607 187,470 219,023 9,129 12,356 524,585
Accumulated Amortisation
At 1 January 2024 7,587 263,540 120,652 9,395 7,718 408,892
Charge for the financial year 17,171 23,145 65,018 - 2,080 107,414
Written off - - - - - -
Expiration of lease contract - - (33,135) - - (33,135)
Transfer to property, plant and equipment - (242,280) - - - (242,280)
Termination of lease contract - - - - - -
Foreign exchange differences 989 11,654 (10,259) (266) 397 2,515
At 31 December 2024 25,747 56,059 142,276 9,129 10,195 243,406
Net Carrying Amount
At 31 December 2024 70,860 131,411 76,747 - 2,161 281,179
Leasehold Office
Machine Motor Vehicles Building improvement Equipment Total
£ £ £ £ £ £
Group
2023
At Cost
At 1 January 2023 - 324,687 254,658 9,879 13,117 602,341
Additions 78,125 - 24,500 - - 102,625
Written off - - (49,257) - - (49,257)
Expiration of lease contract - - (33,825) - - (33,825)
Foreign exchange differences (2,255) (30,805) (23,448) (484) (1,245) (58,237)
At 31 December 2023 75,870 293,882 172,628 9,395 11,872 563,647
Accumulated Amortisation
At 1 January 2023 - 270,006 133,580 9,590 6,230 419,406
Charge for the financial year 7,812 19,722 65,689 957 2,139 96,319
Written off - - (31,119) - - (31,119)
Expiration of lease contract - - (33,825) - - (33,825)
Foreign exchange differences (225) (26,188) (13,673) (1,152) (651) (41,889)
At 31 December 2023 7,587 263,540 120,652 9,395 7,718 408,892
Net Carrying Amount
At 31 December 2023 68,283 30,342 51,976 - 4,154 154,755
Lease Liabilities
Group
2024 2023
Total Total
£ £
At 1 January 166,837 203,766
Addition 221,595 99,663
Payments (112,527) (96,503)
Written off - (21,372)
Foreign currency translation differences (177) (18,717)
At 31 December 275,728 166,837
Presented as:
Non-current 162,115 101,465
Current 113,613 65,372
275,728 166,837
Minimum lease payments:
Not later than 1 year 119,984 70,728
Later than 1 year but not later than 2 years 56,702 53,470
Later than 2 years but not later than 5 years 94,744 53,960
After 5 year 35,390
306,820 178,158
(31,092) (11,321)
Less: Future finance charges
Present value of lease liabilities 275,728 166,837
The Company held no leases or right of use assets.
15. TRADE AND OTHER RECEIVABLES
Group Company
2024 2023 2024 2023
£ £ £ £
Trade receivables
Non-current
Trade receivables
- Third parties 56,870 17,105 - -
- An associate 177,637 262,614 - -
Less: Accumulated
impairment loss (31,368) (21,291) - -
203,139 258,428 - -
Current
Trade receivables
- Third parties 2,137,323 1,940,845 - -
- A related party - 18,049
- An associate 1,289,498 598,965 - -
Less: Accumulated
impairment loss (740,316) (548,216) - -
2,686,505 2,009,643 - -
2,889,644 2,268,071 - -
Other receivables - -
- Third parties 1,069,178 378,436
- An associate 412,931 51,971
Less: Accumulated
impairment loss - - - -
1,482,109 430,407 - -
- Deposits 322,157 237,377 - -
- Prepayments 219,619 9,816 - -
- Staff advances 5,496 1,659 - -
2,029,381 679,259 - -
Total trade and
other receivables 4,919,025 2,947,330 - -
The Group's and the Company's normal trade credit terms range from 30 to 60
days (2023: 30 to 60 days). Other credit terms are assessed and approved on a
case to case basis.
Movements in the allowance for impairment losses on trade receivables are as
follows:
Group
2024 2023
£ £
Lifetime allowance
At 1 January 134,956 10,864
Impairment losses recognised 164,496 128,842
Reversal - -
Foreign exchange differences 5,499 (4,750)
At 31 December 304,951 134,956
Credit impairment
At 1 January 434,551 280,358
Impairment losses recognised 466,732 248,569
Reversal (452,217) (62,402)
Foreign exchange differences 17,666 (31,974)
At 31 December 466,732 434,551
Loss allowance
At 1 January 569,507 291,222
Impairment losses recognised 631,228 377,411
Reversal (452,217) (62,402)
Foreign exchange differences 23,165 (36,724)
At 31 December 771,683 569,507
Lifetime allowances reflects the expected credit loss provision on trade and
other receivables which are not considered to be subject to a significant
increase in credit risk and therefore are subject to credit loss provisions by
reference to the class of borrower and ageing of the receivable.
Credit impairment represents receivables which exhibit a significant increase
in credit risk and under the Group's provisioning policy are provided at
100%. Interest income is no longer recognised on these balances. The Group
determines that a significant increase in credit risk arises when specific
information is determine to indicate such a change in credit exposure or
because more than 90 days have passed without payment or indication that
payments will resume in the foreseeable future.
(a) Ageing analysis
An ageing analysis of trade receivables that are neither individually nor
collectively considered to be impaired is as follows:
Group
2024 2023
£ £
Neither past due nor
impaired 938,887 784,788
1 to 2 months past due 911,287 734,090
3 to 12 months past due 1,344,422 1,318,700
2,255,709 2,052,790
3,194,596 2,837,578
(a) The Group's and the Company's normal trade credit terms range
from 30 to 60 days
(2023: 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.
(b) The Group recognise an allowance for expected credit losses
("ECLs") for all debt instruments not held at FVTPL, ECLs are based on the
difference between the contractual cash flows due in accordance with the
contract and all the cash flows that the Group expect to receive, discounted
at an approximation of the original effective interest rate. The expected cash
flows will include cash flows from the sale of collateral held or other credit
enhancements that are integral to the contract terms.
ECLs are recognised in two stages. For credit exposures for which there has
not been a significant increase in credit risk since initial recognition, ECLs
are provided for credit losses that result from default events that are
possible within the next 12-months ("a 12-month ECL"). For those credit
exposures for which there has been a significant increase in credit risk since
initial recognition, a loss allowance is required for credit losses expected
over the remaining life of the exposure, irrespective of the timing of the
default ("a lifetime ECL").
For trade receivables, the Group apply a simplified approach in calculating
ECLs. Therefore, the Group do not track changes in credit risk, but instead
recognises a loss allowance based on lifetime ECLs at each reporting date. The
Group have established a provision matrix that is based on its historical
credit loss experience, adjusted for forward-looking factors specific to the
debtors and the economic environment.
Credit loss provisions are assessed by reference to historic cash collection
rates and macroeconomic factors. Within the Group's telecomms operating
segment, ECL rates range between 0.2% and 2.7% given the long term
relationships the Group has with its core customer base. Within the hardware
and services operating segment, ECL rates range from 1.1% to 66%, with an
average rate of 13%, given the varied risk characteristics of debtors in the
Group's lending business.
16. INVESTMENT IN ASSOCIATE
Group
2024 2023
£ £
At cost:
At acquisition 5,339,511 5,130,485
Share of post-acquisition result (733,167) (120,201)
Balance at end of the financial year 4,606,344 5,010,284
Details of the associate are as follows:
Effective Ownership of Ordinary Shares
Name of associated Country of Interest Principal Activities
Companies Incorporation 2024 2023
% %
Sincere Acres Sdn. Bhd.* Malaysia 49 - Holding company
Held through
Sincere Acres Sdn. Bhd.
Hati International Sdn. Bhd.* Malaysia 100 100 Information technology related services, investment holding and general
trading
* Audited by firm of auditors other than Kreston Reeves LLP.
On 29 September 2023, MobilityOne Sdn Bhd ("M1 Malaysia") entered into a Share
Sale Agreement with United Flagship Development Sdn. Bhd. (the "Vendor") to
acquire a 49% equity interest in Sincere Acres Sdn. Bhd. for a total cash
consideration of RM 30,000,000.
The principal place of business of Sincere Acres Sdn. Bhd. and Hati
International Sdn Bhd is located at Unit-03A, Level 11, Tower B, The Vertical
Business Suite, 8, Jalan Kerinchi, Bangsar South, 59200 Kuala Lumpur,
Malaysia.
Completion of the acquisition of 49% equity interest in Sincere
Pursuant to the terms of the Acquisition, the RM30,000,000 cash consideration
is required to be paid to the Vendor in two tranches. While the first tranche,
representing RM2.0 million, has been paid by M1 Malaysia to the Vendor, the
second tranche, representing the balance of RM28 million (£4.8 million) (the
"Second Tranche"), was required be paid by M1 Malaysia by 8 March 2024 (the
"Second Tranche Payment Date").
While the Second Tranche Payment Date has been extended to 31 August 2025, any
payment in relation to the Second Tranche made after the Second Tranche
Payment Date will be subject to an interest charge of 10% per annum.
Summarised financial information of the Group's material associated company,
Sincere is set out below:
(a) Summarised consolidated statement of financial position of
Sincere
2024
£
Cash and cash equivalent 6,009
Other current asset 394,066
Non-current assets 3,530,819
Current financial liabilities (excluding trade and other payables and (3,230,831)
provisions)
Other current liabilities (546,738)
Net assets 153,325
Interest in associate 49%
Group's share of net assets 75,129
Goodwill 4,531,215
Carrying value of Group's interest in associate 4,606,344
(b) Summarised consolidated statement of profit or loss and
other comprehensive income of Sincere
2024
£
Total comprehensive loss for the year ended
31 December 2024 (1,193,651)
Group's share of loss (584,896)
Included in total comprehensive loss are:
Revenue 313,974
Amortisation of intangible assets (414,716)
Depreciation of property, plant and equipment (33,252)
Interest expense (118,786)
17. INVENTORIES
Group
2024 2023
£ £
At lower of cost and net realisable value:
Airtime 1,227,222 1,834,804
Electronic date capture equipment 48,340 71,587
Card 6,399 6,170
Trading goods 4,892 114
1,286,853 1,912,675
Recognised in profit or loss:
Cost of sales 219,123,512 229,742,340
Written off - 784
18. OTHER FINANCIAL ASSETS
Group
2024 2023
£ £
Fixed deposits with licensed bank 520,399 600,694
Other financial assets represents cash deposited at banks with maturities of
over 3 months at the time of the deposit.
(a) The above fixed deposits have been pledged to licensed
banks as securities for credit facilities granted to the Group as disclosed in
Note 25 to the financial statements.
(b) The Group's effective interest rates and maturities of
deposits are range from 2.2% - 2.5%
(2023: 1.4% - 2.6%) and from 12 months (2023: 12 months) respectively.
19. CASH AND CASH EQUIVALENTS
Group Company
2024 2023 2024 2023
£ £ £ £
Cash in hand 147,046 273,631 - -
Bank balances 2,610,638 2,226,956 10,120 9,930
Fixed deposits with
licensed bank 1,221,499 1,035,548 - -
Cash and cash
equivalents 3,979,183 3,536,135 10,120 9,930
(a) The above fixed deposits have been pledged to licensed
banks as securities for credit facilities granted to the Group as disclosed in
Note 25 to the financial statements.
(b) The Group's effective interest rates and maturities of
deposits are range from 2.2% - 2.5%
(2023: 2.5% - 3.0%) and from 1 month to 3 months (2023: 1 month to 3 months)
respectively.
20. CALLED UP SHARE CAPITAL
Number of ordinary shares of £0.025 each
Amount
2024 2023 2024 2023
£ £
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
21. COMPANY RESERVES
Share Share Retained
capital premium earnings Total
£ £ £ £
2024
At 1 January 2024 2,657,470 909,472 (2,485,919) 1,081,023
Loss for the year - - (213,365) (213,365)
At 31 December 2024 2,657,470 909,472 (2,699,284) (2,699,284)
2023
At 1 January 2023 2,657,470 909,472 (2,211,245) 1,355,697
Loss for the year - - (274,674) (274,674)
At 31 December 2023 2,657,470 909,472 (2,485,919) 1,081,023
22. 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.
23. 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.
2024 2023
£ £
At 1 January 504,151 1,047,682
Currency translation differences during the year 68,333 (543,531)
At 31 December 572,484 504,151
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.
24. RETAINED EARNINGS
Retained earnings represents the cumulative earnings of the Group attributable
to equity shareholders.
Group Company
2024 2023 2024 2023
£ £ £ £
At 1 January (1,502,248) (93,766) (2,485,919) (2, 211,245)
Loss for the year (3,446,067) (1,408,482) (213,365) (274,674)
At 31 December (4,948,315) (1,502,248) (2,699,284) (2,485,919)
25. FINANCIAL LIABILITIES - LOANS AND BORROWINGS
Group
2024 2023
Non-current £ £
Secured:
Term loan 186,642 189,428
186,642 189,428
Current
Secured:
Bankers' acceptance 6,881,730 4,028,799
Term loan 8,300 7,597
6,890,030 4,036,396
Total Borrowings
Secured:
Bankers' acceptance 6,881,730 4,028,799
Term loan 194,942 197,025
7,076,672 4,225,824
The bankers' acceptance and bank overdraft secured by the following:
(a) pledged of fixed
deposits of M1 Malaysia (Notes 18);
(b) Corporate Guarantee
given by the Company; and
(c) Debenture over M1
Malaysia's fixed and floating assets, both present and future.
The Company held no external borrowings.
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
2024 2023
% %
Bankers' acceptance 4.71%-5.13% 4.8%-5.08%
Term loan 4.23% 4.34%
The maturity of borrowings (excluding leases) is as follows:
Group
2024 2023
£ £
Within one year 6,890,030 4.036,396
Between one to two years 9,000 8,250
Between two to five years 20,100 18,461
More than five years 157,542 162,717
7,076,672 4,225,824
Other information on financial risks of borrowings are disclosed in Note 3.
26. TRADE AND OTHER PAYABLES
Group Company
2024 2023 2024 2023
£ £ £ £
Trade payables
- Third parties 2,174,744 1,896,183 - -
Other payables
- Deposits 123,840 109,378 - -
- Accruals 231,977 125,210 36,000 -
- Sundry payables 2,225,761 1,034,159 6,632 995
- Services tax output 35,317 4,781 - -
Amount due to
Subsidiary companies - - 1,024,336 870,686
2,616,895 1,273,528 1,066,968 871,681
Total trade and
other payables 4,791,639 3,169,711 1,066,968 871,681
(a) The Group's normal trade credit terms range from 30 to
90 days (2023: 30 to 90 days).
(b) Other payables are non-interest bearing. Other
payables are normally settled on an average terms of 60 days (2023: 60 days).
(c) The carrying values of trade and other payables
approximates to their fair value.
27. AMOUNT DUE TO DIRECTORS
Group Company
2024 2023 2024 2023
£ £ £ £
Current
Dato' Hussian @
Rizal bin A. Rahman 16,532 - 16,532 -
Derrick Chia Kah Wai 26,000 26,000 26,000 26,000
Seah Boon Chin 6,300 6,300 6,300 6,300
Azlinda Ezrina binti
Ariffin 3,000 3,000 3,000 3,000
Total amount due to
Directors 51,832 35,300 51,832 35,300
These are unsecured, interest free and repayable on demand.
28. INVESTMENT IN SUBSIDIARY COMPANIES
Company
2024 2023
£ £
At Cost
At 1 January 1,976,339 1,976,339
Less: Disposal of subsidiary company (1) -
At 31 December 1,976,338 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 2024 2023
% %
MobilityOne Sdn. Bhd.* Malaysia 100 100 Provision of e-Channel products and services, technology managed services and
solution sales and consultancy
M-One Tech Limited*** United Kingdon 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 2024 2023
% %
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
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
M1 Health Tech Sdn. Bhd.* Malaysia 100 100 Provision of IT systems and solutions
Qube Nexus Sdn. Bhd.* Malaysia 80 - Dormant
Jejak Semangat Sdn. Bhd.* Malaysia 100 - Provide prepaid reload services
* Audited by firm of auditors other than Kreston Reeves LLP
** All the above subsidiary undertakings are included in the consolidated
financial statements.
***
M-One Tech Limited was dissolved on 17 December 2024.
On 18 March 2024, the 100% shareholding of M1 Health Tech Sdn Bhd (formerly
known as M1 AP Sdn Bhd) was transferred from MobilityOne Limited to
MobilityOne Sdn Bhd.
29. RECONCILIATION OF PROFIT BEFORE TAX TO CASH GENERATED
FROM OPERATIONS
Group
2024 2023
£ £
Cash flow from operating activities
Loss before tax (3,497,382) (1,369,614)
Adjustments for:
Amortisation of intangible assets 26,741 -
Amortisation of right-of-use assets 107,414 96,319
Bad debt written off 2,373 12,131
Depreciation of property, plant and equipment 193,939 248,320
Depreciation of investment property 6,168 6,344
Gain on disposal of property, plant and equipment (25,394) (1,437)
Gain on disposal of right-of-use assets (3,234)
Gain on termination of right-of-use assets (59)
Impairment loss on trade receivables 607,173 377,411
Impairment loss on others receivables -
Gain on disposal of subsidiary (34) -
Interest expenses 357,380 236,058
Inventories written off - 808
Interest income (46,246) (39,435)
Property, plant and equipment written off 115 20,354
Reversal on impairment loss on trade receivable (434,983) (62,402)
Share of post-tax loss of equity accounted associates 584,896 123,774
Unrealised gain on forex (3,253) (10,707)
Operating cash flows before working capital changes (2,121,152) (365,310)
Group
2024 2023
£ £
Decrease in inventories 625,822 1,276,418
Increase in receivables (2,146,882) (888,275)
Increase/ (Decrease) in amount due to Directors & Shareholder 16,532 (31,555)
Increase in payables 1,815,888 222,656
Cash (used in)/ from operations (1,809,792) 213,934
Company
2024 2023
£ £
Cash flow used in operating activities
Loss before tax (213,365) (274,674)
Increase in trade and other receivable - -
Increase/ (Decrease) in payables 41,638 (9,663)
Increase/ (Decrease) in amount due to Directors 16,531 (28,883)
Cash depleted in operations (155,196) (313,220)
30. RELATED PARTY TRANSACTIONS
At the Statement of Financial Position date, the Group owed the Directors
£51,832 (2023: £35,300), the Company owed the Directors £51,832 (2023:
£35,300), the Company owed MobilityOne Sdn. Bhd. ("M1 Malaysia") £ 1,024,336
(2023: £870,686), the subsidiary companies of M1 Malaysia owed M1 Malaysia
£ 1,537,286 (2023: £2,483,177) and M1 Malaysia owed the subsidiary
companies £Nil (2023: £1,815,364). The amounts owing to or from the
subsidiary companies and related parties are repayable on demand and are
interest free.
At the Statement of Financial Position date, Hati International Sdn. Bhd. (an
associate of M1 Malaysia) owed the Group £1,879,037 (2023: £913,550). The
amount owing from the associate are subject to 18% interest, and repayable
ranging from one to three years. During the financial year, the Group
recognised allowance for expected credit losses amounting to £128,299 (2023:
£88,268) in respect of the amount owing by associate.
In 2024, M1 continued to rent an office in Sabah, Malaysia from LMS Digital
Sdn Bhd ("LMS") for RM3,150 (c. £539) 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.
During the financial year, M1 Malaysia paid total lease payment of £29,583
(2023: £29,056) in respect to the tenancy agreement with LMS.
In 2024, M1 Malaysia receiving commission from TFP amounting to RM36,730 (c.
£6,288).
Dato' Hussian @ Rizal bin A. Rahman is a director and shareholder of LMS and
TFP.
31. ULTIMATE CONTROLLING PARTY
In the opinion of the Directors, as at 31 December 2024, the ultimate
controlling party in the Company is Dato's Hussain @ Rizal bin A. Rahman by
virtue of his shareholding.
32. CONTINGENT LIABILITIES
The Group and Company have the following contingent liabilities:
Group
2024 2023
£ £
Company
Corporate guarantee given to a licensed bank by the Company
for credit facilities granted to a subsidiary company 7,849,070 4,976,571
Group
Banker's guarantees in favour of third parties 540,052 619,665
The Directors consider that no material exposure arises from the guarantee
given.
33. SHARE BASED PAYMENTS
During the year ended 31 December 2024, the Company did not grant any new
share option to directors and employees of the Group and there was no share
options exercised. A total number 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
As at 4 December 2024, the outstanding share options of 8,600,000 shares had
expired. The Company does not have any exercisable share options.
34. SUBSEQUENT EVENTS
(1) On 19 October 2022, MobilityOne Sdn Bhd ("M1 Malaysia") entered into a
share sale agreement (the "Share Sale Agreement") with Super Apps Holdings Sdn
Bhd ("Super Apps") for the disposal by M1 Malaysia of a 60% shareholding in
the Group's wholly-owned non-core subsidiary OneShop Retail Sdn Bhd ("1Shop")
to Super Apps (together the "Disposal"). Concurrently, M1 Malaysia entered
into a joint venture cum shareholders agreement with Super Apps and 1Shop
(together the "Proposed Joint Venture"). The intention of the Disposal and
Proposed Joint Venture is to establish a new joint venture to expand the
Group's e-products and services business initially in Malaysia.
The Disposal was initially subject to the completion of a merger exercise
between Technology & Telecommunication Acquisition Corporation ("TETE")
and Super Apps which includes certain approvals by the United States
Securities and Exchange Commission ("SEC") (together the "Merger Exercise").
Subsequently it was announced on 1 March 2024 that M1 Malaysia entered into a
supplementary agreement with Super Apps to amend the terms and conditions of
the Share Sale Agreement in preparation for the Merger Exercise (the
"Supplementary Agreement"). Under the new terms and conditions of the
Supplementary Agreement, completion of the Disposal is no longer conditional
on the Merger Exercise completing. In this regard, it was instead agreed that
the Disposal completes upon entry of the Supplementary Agreement.
Notwithstanding completion, if the Merger Exercise does not complete, M1
Malaysia is entitled to purchase back the 60% interest in 1Shop from Super
Apps for a nominal consideration of RM1.00.
It was further agreed that irrespective of the completion of the Disposal and
subject to the completion of the Merger Exercise, Super Apps shall pay M1
Malaysia the following consideration:
(a) RM40.0 million (c. £6.84 million) in cash within 14 days upon completion
of the Merger Exercise; and
(b) RM20.0 million (c. £3.42 million) in cash within 180 days upon completion
of the Merger Exercise.
In addition, pursuant to the terms of the Proposed Joint Venture, M1 Malaysia
undertook to provide the necessary technical and business support to 1Shop and
guaranteed that 1Shop will achieve revenues of at least RM560.0 million in the
financial year ending 31 December 2024 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. In the event
the Revenue Target is not met, M1 Malaysia will not receive the shares of TETE
and will not subject to any penalty.
It was announced by the Group on 23 April 2025 that the deadline to complete
the Merger Exercise was extended to 20 August 2025. There can be no guarantee
that the payment for the consideration of the Disposal and the 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. The payment for the
consideration of the Disposal and the completion of the Proposed Joint Venture
are expected to contribute positively to the financial position and future
growth of the Group.
Tete Technologies Inc, a wholly-owned subsidiary of TETE, has since filed a
draft proxy statement ("TETE Proxy Filing") with the SEC and the TETE Proxy
Filing is subject to the approval by the SEC. The Company will release further
announcements as and when appropriate.
(2) On 29 September 2023, M1 Malaysia entered into a share sale agreement
with United Flagship Development Sdn Bhd ("Vendor") to acquire a 49% equity
interest in Sincere Acres Sdn Bhd ("Sincere") for a total cash consideration
of RM30.0 million (c. £5.217 million) to be paid to the Vendor in two
tranches (the "Acquisition"). On 4 October 2023, the acquisition of Hati
International Sdn Bhd via Sincere completed and the first tranche,
representing RM2.0 million (c. £0.348 million), has since been paid to the
Vendor. The second tranche, representing the balance of RM28.0 million (c.
£4.869 million) (the "Second Tranche"), was originally required to be paid by
M1 Malaysia by 8 March 2024 (the "Second Tranche Payment Date").
The Second Tranche Payment Date has been subject to prior extensions until 31
August 2025. Any payment in relation to the Second Tranche made after the
Second Tranche Payment Date is subject to an interest charge of 10% per annum.
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