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REG - MobilityOne Limited - Final Results

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RNS Number : 5493Q  MobilityOne Limited  29 June 2022

29 June 2022

MobilityOne Limited

("MobilityOne", "Company" or the "Group")

Audited results for the year ended 31 December 2021

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 2021.

MobilityOne's Annual Report and Accounts for the year ended 31 December 2021
and Notice of Annual General Meeting ("AGM") will be posted to shareholders
shortly and will also be made available on the Company's website
at www.mobilityone.com.my (http://www.mobilityone.com.my) .

The Company's AGM will be held at 4.00 p.m. (Malaysia time) on 22 July 2022 at
Level 2, Wisma LMS, No. 6, Jalan Abd. Rahman Idris, Off Jalan Raja Muda Abdul
Aziz, 50300 Kuala Lumpur, Malaysia.

For further information, please contact:

 MobilityOne Limited                                     +6 03 8996 3600
 Dato' Hussian A. Rahman, CEO                            www.mobilityone.com.my
 har@mobilityone.com.my (mailto:har@mobilityone.com.my)

 Allenby Capital Limited (Nominated Adviser and Broker)  +44 20 3328 5656
 Nick Athanas/Vivek Bhardwaj

 

About the Group:

MobilityOne provides e-commerce infrastructure payment solutions and platforms
through its proprietary technology solutions, marketed under the brands MoCS
and ABOSSE.

The Group has developed an end-to-end e-commerce solution which connects
various service providers across several industries such as banking,
telecommunication and transportation through multiple distribution devices
including EDC terminals, mobile devices, automated teller machines ("ATM") and
internet banking.

The Group's technology platform is flexible, scalable and designed to
facilitate cash, debit card and credit card transactions from multiple devices
while controlling and monitoring the distribution of different products and
services.

For more information, refer to our website at www.mobilityone.com.my
(http://www.mobilityone.com.my/)

Introduction

 

MobilityOne Limited's current organisation structure is depicted below:

 

 

The Directors are pleased to present the audited consolidated financial
statements for MobilityOne Limited for the year ended 31 December 2021.

 

In the financial year ended 31 December 2021, the Group continued to grow its
e-payment business in Malaysia and the revenue increased by £9.03 million to
£255.71 million (year ended 31 December 2020: revenue of £246.67 million)
due to the continued growth of the Group's e-payment business in Malaysia. The
revenue growth was mainly as a result of higher sales that were recorded in
the Group's mobile phone prepaid airtime reload and bill payment business
through the Group's banking channels (i.e. mobile banking and internet
banking), third parties' e-wallet and electronic data capture terminals.

 

Notwithstanding the increase in revenue, the Group recorded a lower profit
after tax of £1.51 million in 2021 mainly due to higher administration
expenses (year ended 31 December 2020: profit after tax of £1.61 million).
The Group's international remittance services and e-money business in Malaysia
and e-payment solutions activities in the Philippines and Brunei remained
small and did not make significant contributions to the Group in the year
ended 31 December 2021.

 

As at 31 December 2021, the Group's cash and cash equivalents increased to
£4.67 million (31 December 2020: cash and cash equivalents of £4.42 million)
while the secured loans and borrowings from financial institutions reduced to
£2.18 million (31 December 2020: £3.20 million).

 

 

Review of activities and outlook

 

The Group's current activities are predominately concentrated in Malaysia and
the Group is continuously expanding its businesses in Malaysia.  The Central
Bank of Malaysia expects the Malaysian economy to grow at 5.3% to 6.3% in
2022. This is underpinned by stronger domestic demand, continued expansion in
external demand and further improvement in the labour market. Growth in the
Malaysian economy would also benefit from the easing of COVID-19 restrictions,
the reopening of international borders and implementation of investment
projects. In addition, the Central Bank of Malaysia is supporting the efforts
for digital payments adoption and development.

 

The Company's wholly-owned subsidiary in Malaysia, MobilityOne Sdn Bhd, which
received a license from MasterCard Asia/Pacific Pte Ltd ("MasterCard") to
issue MasterCard prepaid cards, has obtained approval from the Central Bank of
Malaysia to introduce international scheme prepaid cards under MasterCard's
brand in Malaysia. The Group expects to commence the issuance of MasterCard
prepaid cards in the 3(rd) quarter of 2022, which is expected to complement
the Group's existing e-wallet and will be part of the Group's end-to-end
payment ecosystem.

 

As previously announced the Central Bank of Malaysia has not yet given its
decision, the timing of which remains uncertain, for the Group to expand its
money transfer business via the Society for Worldwide Interbank Financial
Telecommunication ("SWIFT") network. The Group is currently working closely
with a bank in Malaysia on the integration process while waiting for the
Central Bank of Malaysia's approval. A further announcement updating on the
Group's prospective arrangements with SWIFT will be made as and when is
appropriate.

 

As part of the Group's future business expansion, in September 2021, M-One
Tech Limited, the Company's wholly-owned subsidiary in the UK, submitted an
application to the Financial Conduct Authority (the "FCA") (together the "FCA
Application"), the financial regulatory body in the UK, for authorisation as
an electronic money institution to provide e-money services in the UK. As
previously announced, the Group received feedback from the FCA, in late May
2022, to include additional information in the FCA Application. In view of
this and after further consideration, the Group withdrew the FCA Application
on 1 June 2022. It is the Directors' intention to re-submit the FCA
Application by September 2022 with additional information based on the FCA's
feedback.

 

In October 2021, the Group entered into a joint venture cum shareholders
agreement ("JV Agreement") with One M Tech Pty Ltd to explore e-commerce and
e-payment business opportunities in Australia.  There have been no
developments or progress made by the joint venture partner since the signing
of the JV Agreement and the Group is still in discussions with the joint
venture partner about the business opportunities and the continuation of the
JV Agreement.

 

To reflect the growth of the business and the responsibilities being
undertaken, Derrick Chia's title has been re-designated from Chief Operating
Officer to Deputy Chief Executive Officer.

 

The Directors remain confident in the Group's strengths and future prospects
for the remainder of 2022 noting that the e-payments industry is expected to
continue to grow in Malaysia and that the Group will continue with its
research and development to enhance its product offering.

 

.............................................

Abu Bakar bin Mohd Taib

Chairman

Date: 28 June 2022

 

Report of the Directors

For the year ended 31 December 2021

 

The Directors are pleased to submit their report together with the financial
statements of the Company and the Group for the year ended 31 December 2021.

 

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 31.12.2021      Year ended 31.12.2020
                          £                          £

 Revenue                  255,707,270                  246,673,038
 Operating profit         2,131,455                          2,464,077
 Profit before tax        2,015,835                          2,257,536
 Net profit for the year  1,508,253                         1,605,627

 

KEY RISKS AND UNCERTANTIES

 

Operational risks

 

The Group is not insulated from general business risk as well as certain risks
inherent in the industry in which the Group operates. In particular, this
includes technological changes, unfavourable changes in government and
international policies (including licensing requirements), the introduction of
new and superior technology or products and services by competitors and
changes in the general economic, business and credit conditions.

 

Dependency on distributorship agreements

 

The Group relies on various telecommunication companies to provide the
telecommunication products. As a result, the Group's business may be
materially and adversely affected if one or more of these telecommunication
companies cut or reduce drastically the supply of their products. The Group
has distributorship agreements with telecommunication companies such as DiGi
Telecommunications Sdn. Bhd., Celcom (M) 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

 

Please refer to Note 3.

 

REVIEW OF BUSINESS

 

The results for the year and financial position of the Company and the Group
are as shown in the Chairman's statement.

 

RESULTS AND DIVIDENDS

 

The consolidated total comprehensive profit for the year ended 31 December
2021 was £1,463,999 (2020: £1,525,010) which has been transferred to
reserves. No dividends will be distributed for the year ended 31 December
2021.

 

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 2021
in the ordinary shares of the Company, were as follows:

 

Ordinary shares of 2.5p each

                                      Interest at 31.12.21  % 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 *               Nil                   Nil
 Seah Boon Chin                       Nil                   Nil

 

*    The wife of Derrick Chia Kah Wai holds 1,943,000 ordinary shares in
the Company, which is equivalent to 1.83% of the Company's issued capital.

 

The Directors also held the following ordinary shares under options:

 

                                      Interest at 31.12.21
 Abu Bakar bin Mohd Taib              500,000
 Dato' Hussian @ Rizal bin A. Rahman  800,000
 Derrick Chia Kah Wai                 2,000,000
 Seah Boon Chin                       2,000,000

 

The options were granted on 5 December 2014 at an exercise price of 2.5p.
The period of the options is ten years.

 

The Directors' remuneration of the Group is disclosed in Note 4.

 

SUBSTANTIAL SHAREHOLDERS

 

Based on the register of shareholders as of 3 June 2022, 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                        7,306,219                        6.87
 Interactive Investor Services Nominees Limited  3,519,283                        3.31

 

PUBLICATION OF ACCOUNTS ON COMPANY WEBSITE

 

Financial statements are published on the Company's website, which can be
found at www.mobilityone.com.my. The maintenance and integrity of the website
is the responsibility of the Directors. The Directors' responsibility also
extends to the financial statements contained therein.

 

INDEMNITY OF OFFICERS

 

The Group does not have the insurance cover against legal action brought
against its Directors and officers.

 

GROUP'S POLICY ON PAYMENT OF CREDITORS

 

It is the Group's normal practice to make payments to suppliers in accordance
with agreed terms provided that the supplier has performed in accordance with
the relevant terms and conditions.

 

EMPLOYEE INVOLVEMENT

 

The Group places considerable value on the involvement of the employees and
has continued to keep them informed on matters affecting the Group. This is
achieved through formal and informal meetings.

 

GOING CONCERN

 

These financial statements have been prepared on the assumption that the Group
is a going concern. Further information is given in Note 2 of the financial
statements.

 

SIGNIFICANT EVENTS

 

Outbreak of coronavirus ("COVID-19") pandemic

 

During the financial year ended 31 December 2021, the world was still impacted
by the COVID-19 pandemic which resulted in various measures taken across the
world in order to reduce the spreading of the COVID-19. As a result, the Group
implemented all the standard operating procedures recommended by the Ministry
of Health in order to reduce the spreading of COVID-19.

 

The Directors have assessed the overall impact of the COVID-19 pandemic on the
Group's operations, financial performance and cash flows. In this regard, the
Directors have concluded that there is no material adverse effect on the
Group's financial results for the year ended 31 December 2021.

 

The Directors have prepared the financial results for the year ended 31
December 2021 having considered the impact of COVID-19 and the current
economic environment. The Directors continue to believe that it is appropriate
to adopt the going concern basis of accounting in preparing the financial
results for the year ended 31 December 2021.

 

STATEMENT OF DIRECTORS' RESPONSIBILITIES

 

The Directors are responsible for preparing the Directors' Report and
financial statements in accordance with applicable law and regulations.

 

Company law requires the Directors to prepare financial statements for each
financial year. Under that law the Directors have elected to prepare the
financial statements in accordance with International Financial Reporting
Standards (IFRS) as adopted for use in the European Union. Under Company law
the Directors must not approve the financial statements unless they are
satisfied that they give a true and fair view of the state of affairs of the
Company and the Group and of the profit or loss of the Group for that period.
In preparing these financial statements, the Directors are required to:

 

-       select suitable accounting policies and then apply them
consistently;

-       make judgments and estimates that are reasonable and prudent;

-       prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will continue in
business for the foreseeable future; and

-       state that the financial statements comply with International
Financial Reporting Standards (IFRS) as adopted by the European Union.

 

The Directors are responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
Company and the Group and to enable them to ensure that the financial
statements comply with Article 110 of the Companies (Jersey) Law 1991. They
are also responsible for safeguarding the assets of the Company and the Group
and hence for taking reasonable steps for the prevention and detection of
fraud and other irregularities.

 

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

 

So far as the Directors are aware, there is no relevant audit information of
which the Company and Group's auditors are unaware, and each Director has
taken all the steps that he ought to have taken as a Director in order to make
himself aware of any relevant audit information and to establish that the
Company and Group's auditors are aware of that information.

 

AUDITORS

 

Jeffreys Henry LLP have expressed their willingness to continue in office as
auditors to the Company. A resolution proposing that Jeffreys Henry LLP be
re-appointed will be put to the forthcoming Annual General Meeting.

 

 

ON BEHALF OF THE BOARD:

 

 

 

 

............................................................................

Dato' Hussian @ Rizal bin A. Rahman

Chief Executive Officer

 

Date: 28 June 2022

Board of Directors

 

Abu Bakar bin Mohd Taib

(Non-Executive Chairman)

 

Abu Bakar bin Mohd Taib, a Malaysian aged 69, 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 60, 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 51, 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 50, 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 53, is an
experienced UK-based corporate lawyer with over 25 years legal experience. She
is currently a consulting partner in the corporate team at Withersworldwide
and was previously a partner in the capital markets teams at both Olswang LLP
and Fasken Martineau LLP, prior to joining Withersworldwide in 2016. Azlinda
specialises in mergers and acquisitions and equity capital markets
transactions. Azlinda is a member of both the Law Society of England &
Wales and the Malaysian Bar. She is also a barrister and member of Gray's Inn.

Corporate Governance Report

 

The Directors recognise the importance of good corporate governance and have
chosen to adopt the Quoted Companies Alliance Corporate Governance Code ("QCA
Code") in line with the AIM Rules requirements that all AIM quoted companies
adopt and comply with a recognised corporate governance code. The Directors
consider that the Company complies with the QCA Code so far as is
practicable.

 

The QCA Code identifies 10 principles that focus on the pursuit of medium to
long term value for shareholders.  The following report sets out in broad
terms how the Company currently complies with the QCA Code.

1.       Establish a strategy and business model which promote long-term
value for shareholders

 

The Group's strategy and business model are developed by the Chief Executive
Officer ("CEO") and approved by the Board, whenever required. The management
team, led by the CEO, is responsible for implementing the strategy.

 

Over the years, the Group has developed its core competencies in providing a
bridge between the service providers to their end consumers using the Group's
technology to accept transactions via multiple channels either via mobile
phones, Internet, electronic data capture terminals and even via banking
channels like Internet banking portal, automated teller machines (ATM) and
mobile banking.

 

Even though the e-payment business in Malaysia, particularly prepaid airtime
reload and bill payment business, is contributing substantially to the Group's
revenue, the Group continues to explore other business opportunities in
Malaysia and other countries such as the Philippines, Brunei, Australia and
the United Kingdom 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 2021.

 

2.       Seek to understand and meet shareholder needs and expectations

 

The Company encourages two-way communication with its shareholders to
understand their needs and expectations.

 

The Board recognises the annual general meeting ("AGM") as an important
opportunity to meet shareholders. The AGM is the main forum for dialogue with
shareholders and all members of the Board attend the AGM and are available to
answer questions raised by shareholders and to listen to views of
shareholders.

 

It should be noted that the CEO holds 50.3% of the Company's share capital and
talks to some of the Company's non-board shareholders to understand their
needs and expectations.

 

In the future should voting decisions not be in line with the Company's
expectations, the Board would endeavour to engage with those shareholders to
understand and address any issues.

 

Contact details are provided on the contacts page of the Company's website and
within public documents should shareholders wish to communicate with the
Company.

 

3.       Take into account wider stakeholder and social responsibilities
and their implications for long-term success

 

The Group is aware of its corporate social responsibilities and the need to
maintain good relationships across a range of stakeholder groups, including
employees, business partners, suppliers, customers and regulatory authorities.

 

The Group's operations and working environment take into account the needs of
all stakeholder groups while maintaining focus on the responsibility to
promote the success of the Group. The Group encourages feedback from all
stakeholder groups as the Group's long term strategy is to create shareholder
value.

 

 

The Group places considerable value on the involvement of employees and
continues to keep them informed on matters affecting the Group through formal
and informal meetings which provide opportunities to received feedback on
issues affecting the Group.

 

The Group's activities are reliant on maintaining good relationships with a
number of banking partners in Malaysia. In addition the Group's remittance
business requires certain licences from the Central Bank of Malaysia and the
CEO maintains a good flow of communication with the Central Bank of Malaysia
to ensure the Group's activities continue to operate under the correct
regulatory framework.

 

4.       Embed effective risk management, considering both opportunities
and threats, throughout the organisation

 

The principal risks and uncertainties affecting the business are set in the
Report of the Directors of the Company's Accounts for the year ended 31
December 2021.

 

The Board monitors these risks, which include technological, regulatory and
commercial risks, on a regular basis and the risks are considered by the Group
during Board meetings. The Executive Directors and senior management team meet
regularly during the year to review and evaluate risks and opportunities. The
senior management meets regularly to review ongoing trading performance and
any new risks associated with ongoing trading.

 

Risk identification can come from several sources: employees or other
stakeholder feedback; executive meetings; and decisions taken at Audit
Committee and Board meetings.

 

5.       Maintain the board as a well- functioning, balanced team led by
the chair

 

The Board comprises two Executive Directors and three Non-Executive Directors.
All of the Non-Executive Directors (including Azlinda Ezrina binti Ariffin
since June 2022) are members of the audit, remuneration and nomination
committees and have the necessary skills and knowledge to discharge their
duties and responsibilities.

 

The Non-executive Chairman is responsible for the running of the Board and the
CEO has main executive responsibility for running the Group's business and
implementing the Group's strategy.

 

Both the Chairman and Azlinda Ezrina binti Ariffin are considered by the Board
to be independent. Seah Boon Chin is not deemed to be independent due to
having previously been an executive board member and his length of tenure.
Notwithstanding this, the Board considers that Seah Boon Chin brings an
independent judgement to bear notwithstanding the aforementioned
considerations.

 

The Directors receive regular updates on the Group's operational and financial
performance during Board meetings and they have committed sufficient time to
fulfill their responsibilities.

 

The Company believes it has effective procedures in place to monitor and deal
with conflicts of interest. In particular the Board is aware of the other time
commitments and interests of the CEO. Significant changes to these commitments
and interests are reported to and, where appropriate, agreed with the rest of
the Board.

 

In addition to the numerous written Board resolutions approved by the Board
which have the same force and effect as if adopted at duly convened meetings
of all the Directors, the Company had five Board meetings in 2021 which were
attended by all the Directors in office at the time of each board meeting.

 

6.       Ensure that between them the directors have the necessary
up-to-date experience, skills and capabilities

 

The Directors' biographies are set out in the section "Board of Directors" of
the Company's Accounts for the year ended 31 December 2021.

 

The Board is satisfied that between the Directors, they have sufficient
skills, experience and capabilities to enable the strategy of the Company to
be delivered.

 

The Nomination Committee will make recommendations to the Board on all new
Board appointments. Where new Board appointments are considered the search for
candidates is conducted, and appointments are made, on merit, against
objective criteria.

 

The Board, if required, will review the composition of the Board to ensure
that it has the necessary diversity of skills to support the ongoing
development of the Group. Gender diversity is not in the Company's immediate
plans.

 

All Directors retire by rotation at regular intervals (every 3 years) in
accordance with the Company's Articles of Association.

 

The Directors attend courses and seminars to keep their skill set up to date.

 

7.       Evaluate board performance based on clear and relevant
objectives, seeking continuous improvement

 

The Directors undergo a performance evaluation before being proposed for
re-election to ensure that they continue to be effective and committed to the
role. All Directors meet to discuss the performance evaluation together.

 

Appraisals are carried out each year with all Executive Directors.

 

The Board considers that the size of the Company does not justify the use of
third parties to evaluate the performance of the Board on an annual basis.

 

All Directors retire by rotation at regular intervals (every 3 years) and
stand for re-election at the AGM. During the year the Non-executive Directors
are responsible for informally reviewing Directors' performance and
highlighting any issues identified.

 

At the present time, succession planning is not in the Company's immediate
plans, however the Board will monitor the need to implement an informal or
formal succession plan going forward.

 

8.       Promote a corporate culture that is based on ethical values and
behaviours

 

The Group maintains a high standard of integrity in the conduct of its
operations and is committed to providing a safe and healthy working
environment for its employees. The Group operates a corporate culture that is
based on ethical values and behaviours.

In addition, the Group encourages an open culture, with regular discussions
with employees regarding their performance and skills development to achieve
the objectives and strategy of the Group.

 

Any recommendations from staff to improve the working environment or in
respect of health and safety matters will be assessed by the Human Resources
and Administration Manager and, as appropriate, proposed to the Board for
necessary actions to be taken.

 

Given the size of the Group, all practices undertaken by the Group are
reviewed by the Executive Directors to ensure that the ethical values and
behaviours are being adhered to.

 

9.       Maintain governance structures and processes that are fit for
purpose and support good decision- making by the board

 

The Board has overall responsibility for promoting the success of the Group.
The Executive Directors have day-to-day responsibility for the operational
management of the Group's activities. The Non-executive Directors are
responsible for bringing independent and objective judgement to Board
decisions.

 

There is a clear separation of the roles of CEO and Non-executive Chairman.
The Chairman is responsible for overseeing the running of the Board, ensuring
that no individual or group dominates the Board's decision-making and ensuring
the Non-executive Directors are properly briefed on matters. The Chairman has
overall responsibility for corporate governance matters in the Group. The CEO
has the responsibility for implementing the strategy of the Board and managing
the day-to-day business activities of the Group.

 

The Board has established the following committees: Audit Committee,
Remuneration Committee and Nomination Committee. The members of the three
committees are all the three Non-executive Directors (including Azlinda Ezrina
binti Ariffin since June 2022). Abu Bakar bin Mohd Taib chairs the Audit
Committee, Remuneration Committee and Nomination Committee.

 

The Audit Committee normally meets at least once a year and has responsibility
for, amongst other things, planning and reviewing the annual report and
accounts and interim statements. It is also responsible for ensuring that an
effective system of internal control is maintained. The ultimate
responsibility for reviewing and approving the annual financial statements and
interim statements remains with the Board.

 

The Remuneration Committee meets at least once a year and has responsibility
for making recommendations to the Board on matter such as the remuneration
packages for each of the Directors.

 

The Nomination Committee, which meets as required, has responsibility for
reviewing the size and composition of the Board, the appointment of
replacement or additional Directors and making appropriate recommendations to
the Board.

 

The Directors consider that the Group has an appropriate governance framework
for its size now and as it grows but they will consider the evolution of this
framework on an annual basis.

 

The Board does not maintain a formal schedule of matters reserved for Board
decision but matters such as financial results, Board appointments and
acquisitions require approval at Company's Board meetings or written Board
resolutions approved by the Board which have the same force and effect as if
adopted at duly convened meetings of all the Directors. In 2021, the Company
held five Board meetings.

 

Board and committee meetings

Attendances of Directors at Board and committee meetings convened in 2021 are
set out below:

                                                                                              Audit Committee Meeting Attended  Remuneration Committee Meeting Attended

                                      Board Meetings Attended
 Number of meetings in year           5                                                       1                                 1

 Abu Bakar bin Mohd Taib                                         5                            1                                 1
 Dato' Hussian @ Rizal bin A. Rahman  5                                                       N/A                               N/A
 Derrick Chia Kah Wai                 5                                                       N/A                               N/A
 Seah Boon Chin                       5                                                       1                                 1
 Azlinda Ezrina Binti Ariffin         4*                                                      N/A                               N/A

          * Appointed on 30 April 2021, after the first Board meeting
in 2021.

10.     Communicate how the company is governed and is performing by
maintaining a dialogue with shareholders and other relevant stakeholders.

 

The Company encourages two-way communication with various stakeholder groups,
including shareholders and responds quickly to their relevant queries.

 

The Directors recognise the AGM as an important opportunity to meet
shareholders and the Directors are available to answer questions raised by the
shareholders.

 

The Company's website is regularly updated to include business progress,
financial performance and corporate actions reflecting information that has
already been announced by the Company through regulatory announcements.

The Company will announce and post on its website the results of voting on all
resolutions in the general meetings (including annual general meetings)
including any actions to be taken as a result of resolutions for which votes
against have been received from at least 20 per cent. of independent
shareholders.

Under AIM Rule 26, the Company already publishes historical annual reports,
notices of meetings and other publications over the last five years which can
be found here: http://www.mobilityone.com.my/v4/annual-reports.html
(http://www.mobilityone.com.my/v4/annual-reports.html)

The Company has not published an audit committee or remuneration committee
report in its annual report and accounts. The Board feels that this is
appropriate given the size and stage of development of the Group. The Board
will consider annually whether it considers it appropriate for these reports
to be included in future annual report and accounts.

 

Report of the Independent Auditors to the Members of

MobilityOne Limited

 

Opinion

 

We have audited the financial statements of MobilityOne Limited (the 'parent
company') and its subsidiaries (the 'Group'), which comprise the consolidated
statement of financial position as at 31 December 2021 and the consolidated
statement of comprehensive income, consolidated statement of changes in equity
and consolidated statement of cash flows for the year then ended and notes to
the financial statements, including a summary of significant accounting
policies.

 

The financial reporting framework that has been applied in the preparation of
the Group financial statements is applicable law and International Financial
Reporting Standards (IFRSs) as adopted by the European Union. The financial
reporting framework that has been applied in the preparation of the parent
company financial statements is applicable law and International Financial
Reporting Standards (IFRSs) as adopted by the European Union.

 

In our opinion:

•     the financial statements give a true and fair view of the state of
the Group's and of the parent company's affairs as at 31 December 2021 and of
the Group's loss for the year then ended;

•     the Group's financial statements have been properly prepared in
accordance with International Financial Reporting Standard (IFRSs) as adopted
by the European Union;

•     the parent company's financial statements have been properly
prepared in accordance with IFRSs as adopted by the European Union and as
applied in accordance with the requirements and provisions of Companies
(Jersey) Law 1991; and

•     the financial statements have been prepared in accordance with the
requirements of the Companies (Jersey) Law 1991

 

Basis for opinion

 

We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the consolidated financial statements section of our report. We are
independent of the Group in accordance with the International Ethics Standards
Board for Accountants' Code of Ethics for Professional Accountants (IESBA
Code), ethical requirements that are relevant to our audit of the financial
statements in the UK, including the FRC's Ethical Standard as applied to
listed entities. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.

 

Conclusions relating to going concern

 

In auditing the financial statements, we have concluded that the Directors'
use of the going concern basis of accounting in the preparation of the
financial statement is appropriate.

 

Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on MobilityOne Limited (the 'parent
company') and its subsidiaries (the 'Group') ability to continue as a going
concern for a period of at least twelve months from when the financial
statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.

 

Key audit matters

 

Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the consolidated financial statements of
the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters. This is not a complete list of
all risks identified by our audit

 

 Key audit matter                                                                 How our audit addressed the key audit matter
 Investment in subsidiaries

 MobilityOne Limited has significant interest in subsidiary companies. As such    We reviewed the net assets of the subsidiary companies in comparison to the
 there is a risk that the net book value of investments may be impaired.          net book value of investments.

                                                                                  We considered the nature of MobilityOne Limited as a holding company, whilst
                                                                                  the subsidiary companies make up the trading element of the Group. In light of
                                                                                  this we also compared the net book value of investments with the market
                                                                                  capitalisation of the Group.

 Going concern assumption

 The Group is dependent upon its ability to generate sufficient cash flows to     We evaluated the suitability of management's model for the forecast.
 meet continued operation costs and hence continue trading. The income is

 derived from the provision of e-commerce infrastructure payment solutions and
 platforms.

                                                                                The forecast includes assumptions, including those related to the growth in
                                                                                  revenues and growth performance of additional subsidiaries added to the Group.

 The going concern assumption is dependent on the future growth and return to
 profitability of the current business as well as the development of the

 additional subsidiaries added to the Group during the year under review.         Our audit work has focused on evaluating and challenging the reasonableness of

                                                                                these assumptions and their impact on the forecast period.

 Inventory

 The subsidiary of the Group, MobilityOne Sdn Bhd, holds material levels of       We reviewed the carrying value of the inventory against the Net Realisable
 inventory at the year end which presents a risk that the carrying values might   Value (NRV) of the inventory in ensuring that the carrying value are not
 be overstated and impact the Group figures.                                      higher than that of NRV.

 

Our application of materiality

 

The scope of our audit was influenced by our application of materiality. We
set certain quantitative thresholds for materiality. These, together with
qualitative considerations, helped us to determine the scope of our audit and
the nature, timing and extent of our audit procedures on the individual
financial statement line items and disclosures and in evaluating the effect of
misstatements, both individually and in aggregate on the financial statements
as a whole.

 

Based on our professional judgment, we determined materiality for the
financial statements as a whole as follows:

 

                       Group financial statements                                                    Company financial statements
 Overall materiality   £205,000 (2020: £194,000).                                                    £7,000 (2020: £7,000).
 How we determined it  1.5% of gross profit                                                          5% of profit before tax

                       1% of gross assets                                                            2.5% of gross assets

                       4% of net assets
 Rationale for         We believe that gross profit, gross assets and net assets are the primary     We believe that profit before tax and gross assets are the primary measure

                     measures used by the shareholders in assessing the performance of the Group   used by the shareholders in assessing the performance of the Company, and is a
 benchmark applied     and is a generally accepted auditing benchmark.                               generally accepted auditing benchmark

 

For each component in the scope of our Group audit, we allocated a materiality
that is less than our overall Group materiality. The range of materiality
allocated across components was between £140,000 and £5,000.

 

We agreed with the Audit Committee that we would report to them misstatements
identified during our audit above £15,050 (2020: £15,050) and £1,200 as
well as misstatements below those amounts that, in our view, warranted
reporting for qualitative reasons.

 

An overview of the scope of our audit

 

As part of designing our audit, we determined materiality and assessed the
risks of material misstatement in the financial statements. In particular, we
looked at where the directors made subjective judgments, for example in
respect of significant accounting estimates that involved making assumptions
and considering future events that are inherently uncertain. As in all of our
audits we also addressed the risk of management override of internal controls,
including evaluating whether there was evidence of bias by the directors that
represented a risk of material misstatement due to fraud.

 

How we tailored the audit scope

 

We tailored the scope of our audit to ensure that we performed enough work to
be able to give an opinion on the financial statements as a whole, taking into
account the structure of the Group and the Company, the accounting processes
and controls, and the industry in which they operate.

 

The Group's financial statements are a consolidation of ten reporting units,
comprising the Group's operating businesses and holding companies.

 

We performed audits of the complete financial information of MobilityOne
Limited, MobilityOne Sdn Bhd, M1 Pay Sdn Bhd, One Tranzact Sdn Bhd, OneShop
Retail Sdn Bhd, M1 Merchant Sdn Bhd, M-One Tech Limited and M1 AP Sdn Bhd
reporting units, which were individually financially significant and accounted
for 100% of the Group's revenue and 95% of the Group's absolute profit before
tax (i.e. the sum of the numerical values without regard to whether they were
profits or losses for the relevant reporting units).

 

The Group's engagement team performed all audit procedures, with the exception
of the audit of MobilityOne Sdn Bhd, M1 Pay Sdn Bhd, One Tranzact Sdn Bhd,
OneShop Retail Sdn Bhd, M1 Merchant Sdn Bhd and M1 AP Sdn Bhd which were
performed by a component auditor in Malaysia.

 

Our involvement in the work of the component auditor in Malaysia included
regular communication with a formal meeting arranged following the performance
of the procedures. A review of the working papers was undertaken in the United
Kingdom and we visited the offices of both the Malaysian component auditor and
client.

 

Other information

 

The Directors are responsible for the other information. The other information
comprises the information included in the annual report, other than the
financial statements and our auditor's report thereon. 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.

 

In connection with our audit of the financial statements, our responsibility
is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our
knowledge obtained in the audit or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a material
misstatement in the financial statements or a material misstatement of the
other information. If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we are required to
report that fact. We have nothing to report in this regard.

 

Matters on which we are required to report by exception by the Companies
(Jersey) Law 1991

 

In the light of the knowledge and understanding of the Group and parent
company and its environment obtained in the course of the audit, we have not
identified material misstatements in the directors' report.

 

We have nothing to report in respect of the following matters in relation to
which the Companies (Jersey) Law 1991 Article 113B (3) requires us to report
to you if, in our opinion:

 

•      proper accounting records have not been kept by the parent
company, or returns adequate for our audit have not been received from
branches not visited by us; or

•      we have not received all the information and explanations we
require for our audit; or

•      the group and parent company financial statements are not in
agreement with the accounting records and returns.

 

Responsibilities of Management and Those Charged with Governance for the
Consolidated Financial Statement

 

As explained more fully in the directors' responsibilities statement set out
on page 7, the Directors and management are responsible for the preparation
and fair presentation of the consolidated of the financial statements in
accordance with IFRS, and for such internal control as the directors and
management determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or
error.

 

In preparing the consolidated financial statements, the Directors and
management are responsible for assessing the Group's and parent company's
ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting
unless the Directors and management either intend to liquidate the Group or
the parent company or to cease operations, or have no realistic alternative
but to do so.

 

Those charged with governance are responsible for overseeing the Group's
financial reporting process.

 

Auditor's responsibilities for the audit of the financial statements

 

Our objectives are to obtain reasonable assurance about whether the
consolidated financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor's report
that includes our opinion. Reasonable assurance is a high level of assurance
but is not a guarantee that an audit conducted in accordance with ISAs (UK)
will always detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.

 

Other matters which we are required to address

 

We were re-appointed by the Board of Directors on 20(th) September 2021 to
audit the financial statements for the period ending 31 December 2021. Our
total uninterrupted period of engagement is 15 years, covering the period
ending 31 December 2021, with relevant second engagement partner in place.

 

The audit has been designed to detect all material irregularities, including
fraud. We believe our tests are sufficient in this regard. The engagement team
has remained alert to any indication of fraud or non-compliance with laws and
regulations throughout the audit.

 

The non-audit services prohibited by the FRC's Ethical Standard were not
provided to the group or the parent company and we remain independent of the
group and the parent company in conducting our audit.

 

Our audit opinion is consistent with the additional report to the audit
committee.

 

The extent to which the audit was considered capable of detecting
irregularities including fraud

 

Our approach to identifying and assessing the risks of material misstatement
in respect of irregularities, including fraud and non-compliance with laws and
regulations, was as follows:

 

·    the senior statutory auditor ensured the engagement team collectively
had the appropriate competence, capabilities and skills to identify or
recognise non-compliance with applicable laws and regulations.

·    we identified the laws and regulations applicable to the group
through discussions with directors and other management.

·    we focused on specific laws and regulations which we considered may
have a direct material effect on the financial statements or the operations of
the company, including taxation legislation, data protection, anti-bribery,
employment, environmental, health and safety legislation and anti-money
laundering regulations.

·    we assessed the extent of compliance with the laws and regulations
identified above through making enquiries of management and inspecting legal
correspondence.

·    identified laws and regulations were communicated within the audit
team regularly and the team remained alert to instances of non-compliance
throughout the audit; and

·    we assessed the susceptibility of the group's financial statements to
material misstatement, including obtaining an understanding of how fraud might
occur, by:

o making enquiries of management as to where they considered there was
susceptibility to fraud, their knowledge of actual, suspected and alleged
fraud; and

o considering the internal controls in place to mitigate risks of fraud and
non-compliance with laws and regulations.

 

To address the risk of fraud through management bias and override of controls,
we:

 

·    performed analytical procedures to identify any unusual or unexpected
relationships;

·    tested journal entries to identify unusual transactions;

·    assessed whether judgements and assumptions made in determining the
accounting estimates set out in note 2 of the Group financial statements were
indicative of potential bias;

·    investigated the rationale behind significant or unusual
transactions; and

·    in response to the risk of irregularities and non-compliance with
laws and regulations, we designed procedures which included, but were not
limited to:

o  agreeing financial statement disclosures to underlying supporting
documentation;

o  reading the minutes of meetings of those charged with governance;

o  enquiring of management as to actual and potential litigation and claims;
and

o  reviewing correspondence with local tax authority and the group's legal
advisors.

 

There are inherent limitations in our audit procedures described above. The
more removed laws and regulations are from financial transactions, the less
likely it is that we would become aware of noncompliance. Auditing standards
also limit the audit procedures required to identify non-compliance with laws
and regulations to enquiry of the directors and other management and the
inspection of regulatory and legal correspondence, if any.

 

Material misstatements that arise due to fraud can be harder to detect than
those that arise from error as they may involve deliberate concealment or
collusion.

 

A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at:
http://www.frc.org.uk/auditorsresponsibilities
(http://www.frc.org.uk/auditorsresponsibilities) . This description forms part
of our auditor's report.

 

Use of this report

 

This report is made solely to the company's members, as a body, in accordance
with Article 113A of the Companies (Jersey) Law 1991. Our audit work has been
undertaken so that we might state to the company's members those matters we
are required to state to them in an auditor's report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company's members as a
body, for our audit work, for this report, or for the opinions we have formed.

 

Sachin Ramaiya

For and on behalf of Jeffreys Henry LLP, Statutory Auditor

 

Finsgate

5-7 Cranwood Street

London

EC1V 9EE

United Kingdom

 

Date: 28 June 2022

 

Consolidated Income Statement

For the year ended 31 December 2021

 

 

                                                          2021               2020
                                       Note               £                  £

 Revenue                               5                  255,707,270          246,673,038
 Cost of sales                                            (242,050,541)       (233,710,850)

 GROSS PROFIT                                             13,656,729              12,962,188

 Other operating income                                   155,832                        109,110
 Administration expenses                                  (11,256,000)           (10,292,726)
 Other operating expenses                                 (411,740)                    (314,495)
 Net loss on financial instruments                        (13,366)           -
 Share of associate result             16                 -                   -

 OPERATING PROFIT                                         2,131,455          2,464,077

 Finance costs                         6                  (115,620)           (206,541)

 PROFIT BEFORE TAX                     7                  2,015,835          2,257,536

 Tax                                   8                  (507,582)           (651,909)

 PROFIT FROM CONTINUING OPERATIONS                        1,508,253          1,605,627

 PROFIT                                                   1,508,253          1,605,627

  Attributable to:
  Owners of the parent                                    1,524,429          1,607,100
  Non-controlling interests                               (16,176)            (1,473)
                                                          1,508,253          1,605,627

 PROFIT PER SHARE

  Basic earnings per share (pence)     10                 1.434              1.512
  Diluted earnings per share (pence)   10                 1.341              1.397

 PROFIT PER SHARE FROM CONTINUING
    OPERATIONS

 Basic earnings per share (pence)      10                 1.434              1.512
 Diluted earnings per share (pence)    10                 1.341              1.397

 

 

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2021

 

 

                                              2021           2020
                                              £              £

 PROFIT FOR THE YEAR                          1,508,253      1,605,627

 OTHER COMPREHENSIVE PROFIT
 Foreign currency translation                 (44,254)        (80,617)

 TOTAL COMPREHENSIVE PROFIT                   1,463,999      1,525,010

 Total comprehensive profit attributable to:
 Owners of the parent                         1,458,754      1,526,223
 Non-controlling interests                    5,245           (1,213)

                                              1,463,999      1,525,010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated Statement of Changes in Equity

For The Year Ended 31 December 2021

 

 

                                                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 2021               2,657,470      909,472        708,951            758,382           (1,642,052)       3,392,223       (12,474)        3,379,749

 Comprehensive profit
 Profit for the year             -              -              -                  -                1,524,429          1,524,429      (16,176)         1,508,253
 Foreign currency translation    -              -              -                  (65,675)         -                  (65,675)       21,421           (44,254)

 Total comprehensive profit for
   the year                      -              -              -                  (65,675)         1,524,429          1,458,754      5,245            1,463,999

 At 31 December 2021             2,657,470      909,472        708,951            692,707          (117,623)          4,850,977      (7,229)          4,843,748

 

For The Year Ended 31 December 2021

 

 

                                                         Non-Distributable                                                   Distributable
                                                                                                    Foreign

                                                                         Reverse                    Currency                                                            Non-

                                                                                                                                                                        controlling

                                                                                                                                                                        Interests
                                          Share          Share           Acquisition Reserve        Translation Reserve      Accumulated Losses                                           Total

                                          Capital        Premium                                                                                     Total                                Equity
                                          £              £               £                          £                        £                       £                  £                 £

 At 1 January 2020                        2,657,470      909,472         708,951                    839,259                  (3,249,152)             1,866,000          (11,261)          (1,854,739)

 Comprehensive profit
 Profit for the year                      -              -               -                          -                        1,607,100               1,607,100          (1,473)           1,605,627
 Foreign currency translation             -              -               -                          (80,877)                 -                       (80,877)           260               (80,617)

 Total comprehensive profit for the year  -              -               -                          (80,877)                 1,607,100               1,526,223          (1,213)           1,525,010

 At 31 December 2020                      2,657,470      909,472         708,951                    758,382                  (1,642,052)             3,392,223          (12,474)          3,379,749

Share capital is the amount subscribed for shares at nominal value.

 

Share premium represents the excess of the amount subscribed for share capital
over the nominal value of the respective shares net of share issue expenses.

 

The reverse acquisition reserve relates to the adjustment required by
accounting for the reverse acquisition in accordance with IFRS 3.

 

The Company's assets and liabilities stated in the Statement of Financial
Position were translated into Pound Sterling (£) using the closing rate as at
the Statement of Financial Position date and the Income Statements were
translated into £ using the average rate for that period. All resulting
exchange differences are taken to the foreign currency translation reserve
within equity.

 

Retained earnings represent the cumulative earnings of the Group attributable
to equity shareholders.

 

Non-controlling interests represent the share of ownership of subsidiary
companies outside the Group.

 

 

Company Statement of Changes in Equity

For The Year Ended 31 December 2021

 

 

                          Non-Distributable

                          Share           Share         Accumulated
                          Capital         Premium        Losses             Total
                          £               £             £                   £

 At 1 January 2021        2,657,470       909,472        (1,885,848)        1,681,094

 Loss for the year        -               -             (147,272)           (147,272)

 At 31 December 2021      2,657,470       909,472       (2,033,120)         1,533,822

 At 1 January 2020        2,657,470       909,472        (1,739,385)        1,827,557

 Loss for the year        -               -              (146,463)           (146,463)

 At 31 December 2020      2,657,470       909,472        (1,885,848)        1,681,094

 

 

MOBILITYONE LIMITED (96293)

 

Consolidated Statement of Financial Position

As at 31 December 2021

 

 

                                                       2021            2020
                                               Note    £               £
 ASSETS
 Non-current assets
 Intangible assets                             11      433,844         150,784
 Property, plant and equipment                 12      950,664         723,871
 Right-of-use assets                           14      155,660         291,602
                                                       1,540,168       1,166,257
 Current assets
 Inventories                                   15      3,118,571       3,629,230
 Trade and other receivables                   17      3,177,698       2,216,042
 Amount due from an associate                          -               221,583
 Tax recoverable                                       53,010          420
 Cash and cash equivalents                     18      4,665,524       4,417,876
                                                       11,014,803      10,485,151

 TOTAL ASSETS                                          12,554,971      11,651,408

 SHAREHOLDERS' EQUITY

 Equity attributable to owners of the parent:
 Called up share capital                       19      2,657,470       2,657,470
 Share premium                                 20      909,472         909,472
 Reverse acquisition reserve                   21      708,951         708,951
 Foreign currency translation reserve          22      692,707         758,382
 Accumulated losses                            23      (117,623)        (1,642,052)
 Shareholders' equity                                  4,850,977       3,392,223
 Non-controlling interests                             (7,229)          (12,474)

 TOTAL EQUITY                                          4,843,748       3,379,749

 

                                         2021            2020
                                 Note    £               £
 LIABILITIES
 Non-current liabilities
 Loans and borrowings - secured  24      217,881          232,846
 Lease liabilities               14      83,501              55,482
 Deferred tax liabilities                42,570          57,756
                                         343,952         346,084
 Current liabilities
 Trade and other payables        25      5,203,551       4,615,954
 Amount due to Directors         26      124,426         110,991
 Loans and borrowings - secured  24      1,958,841       2,967,482
 Lease liabilities               14      71,988          94,227
 Tax payables                            8,465           136,921
                                         7,367,271       7,925,575
 Total liabilities                       7,711,223       8,271,659

 TOTAL EQUITY AND LIABILITIES            12,554,971      11,651,408

 

The financial statements were approved and authorised by the Board of
Directors on 28 June 2022 and were signed on its behalf by:

 

 

 

 

 

............................................................................

Dato' Hussian @ Rizal bin A. Rahman

Chief Executive Officer

 

 

 

Company Statement of Financial Position

As at 31 December 2021

 

 

                                                       2021             2020
                                               Note    £                £
 ASSETS
 Non-current asset
 Investment in subsidiary companies            13      1,976,339        1,976,339
 Investment in associate company               16      -                -
                                                       1,976,339        1,976,339
 Current assets
 Trade and other receivables                   17      18               18
 Amount owing from subsidiary companies                36,638           -
 Cash and cash equivalents                     18      11,248           11,139
                                                       47,904           11,157

 TOTAL ASSETS                                          2,024,243        1,987,496

 SHAREHOLDERS' EQUITY

 Equity attributable to owners of the parent:
 Called up share capital                       19      2,657,470        2,657,470
 Share premium                                 20      909,472          909,472
 Accumulated losses                            23      (2,033,120)       (1,885,848)

 TOTAL EQUITY                                          1,533,822        1,681,094

 Current liabilities
 Trade and other payables                      25      901              2,900
 Amount due to subsidiary companies                    367,605          195,087
 Amount due to Directors                       26      121,915          108,415
 TOTAL LIABILITIES                                     490,421          306,402

 TOTAL EQUITY AND LIABILITIES                          2,024,243        1,987,496

 

The financial statements were approved and authorised by the Board of
Directors on 28 June 2022 and were signed on its behalf by:

 

 

 

 

 

............................................................................

Dato' Hussian @ Rizal bin A. Rahman

Chief Executive Officer

 

 

Consolidated Statement of Cash Flows

For the year ended 31 December 2021

 

 

                                                               2021             2020
                                                         Note  £                £
 Cash flow from operating activities
 Cash flow from operations                               27    2,409,305        1,223,062
 Interest paid                                                  (115,620)        (206,541)
 Interest received                                              12,867          67,868
 Tax paid                                                      (723,469)         (439,476)
 Tax refund                                                    -                -

 Net cash generated from operating activities                  1,583,083        644,913

 Cash flow from investing activities
 Purchase of property, plant and equipment               12    (34,866)          (149,791)
 Addition in right-of-use assets                               (5,690)          -
 Net cash outflow for acquisition of subsidiary company   13   (376,517)        -
 Repayment from associate company                              221,583          -
 Addition in non-controlling interests                         21,310           -

 Net cash used in investing activities                         (174,180)         (149,791)

 Cash flows from financing activities
 Net change of banker acceptance                         24    (1,202,597)       (193,723)
 Repayment of lease liabilities                           14   (122,576)         (234,084)
 Repayment of term loan                                        (8,734)           (8,765)

 Net cash used in financing activities                         (1,333,907)       (436,572)

 Increase in cash and cash equivalents                         74,996           58,550

 Effect of foreign exchange rate changes                       172,652           (63,737)

 Cash and cash equivalents at beginning of year                4,417,876        4,423,063

 Cash and cash equivalents at end of year                18    4,665,524        4,417,876

 

Company Statement of Cash Flows

For the year ended 31 December 2021

 

 

                                                                      2021           2020
                                                            Note      £              £
 Cash flow from operating activities
 Cash depleted in operations                                27        (135,772)      (146,483)

 Cash flow from investing activities                                  -
 Acquisition of subsidiary companies                                  -               (1)
 Advances to a subsidiary company                                     (36,637)       -
 Proceed from disposal of subsidiary company                          -              18
 Net cash from investing activities                                   (36,637)       17

 Cash flow from financing activity
 Advances from a subsidiary company, representing net cash
    from financing activity                                           172,518        153,607

 Increase in cash and cash equivalents                                109            7,141

 Cash and cash equivalents at beginning of year                       11,139         3,998

 Cash and cash equivalents at end of year                   18        11,248         11,139

 

 

Notes to the Financial Statements

For the year ended 31 December 2021

 

 

1.             GENERAL INFORMATION

 

The principal activity of the Company is investment holding. The principal
activities of the subsidiary companies are set out in Note 13 to the financial
statements. There were no significant changes in the nature of these
activities during the year.

 

The Company is incorporated in Jersey, the Channel Islands under the Companies
(Jersey) Law 1991 and is listed on AIM. The registered office is located at 13
Castle Street, St Helier, Jersey JE1 1ES, Channel Islands. The consolidated
financial statements for the year ended 31 December 2021 comprise the results
of the Company and its subsidiary companies undertakings. The Company's shares
are traded on AIM of the London Stock Exchange.

 

MobilityOne Limited is the holding company of an established group of
companies ("Group") based in Malaysia which is in the business of providing
e-commerce infrastructure payment solutions and platforms through their
proprietary technology solutions, which are marketed under the brands MoCS and
ABOSSE.

 

The Group has developed an end-to-end e-commerce solution which connects
various service providers across several industries such as banking,
telecommunication and transportation through multiple distribution devices
such as EDC terminals, short messaging services, Automated Teller Machine and
Internet banking.

 

The Group's technology platform is flexible, scalable and has been designed to
facilitate cash, debit card and credit card transactions (according to the
device) from multiple devices while controlling and monitoring the
distribution of different products and services.

 

 

2.             ACCOUNTING POLICIES

 

Basis of preparation

 

These financial statements have been prepared in accordance with International
Financial Reporting Standards (IFRSs and IFRIC interpretations) issued by the
International Accounting Standards Board (IASB), as adopted by the European
Union, and with those parts of the Companies (Jersey) Law 1991 applicable to
companies preparing their financial statements under IFRS. The financial
statements have been prepared under the historical cost convention.

 

Going Concern

 

The Group's business activities, together with the factors likely to affect
its future development, performance and position, are set out in Chairman's
statement on page 2. The financial position of the Group, its cash flows,
liquidity position and borrowing facilities are described in the financial
statements and associated notes. In addition, Note 3 to the financial
statements includes the Group's objectives, policies and processes for
managing its capital; its financial risk management objectives; details of its
financial instruments and hedging activities; and its exposures to credit risk
and liquidity risk.

 

In order to assess the going concern of the Group, the Directors have prepared
cashflow forecasts for companies within the Group. These cashflow forecasts
show the Group expect an increase in revenue and will have sufficient headroom
over available banking facilities. The Group has obtained banking facilities
sufficient to facilitate the growth forecast in future periods. No matters
have been drawn to the Directors' attention to suggest that future renewals
may not be forthcoming on acceptable terms.

 

In addition, the controlling shareholder has also undertaken to provide
support to enable the Group to meet its debts as and when they fall due.

 

After making enquiries, the Directors have a reasonable expectation that the
Group has adequate resources to continue in operational existence for the
foreseeable future. Accordingly, they continue to adopt the going concern
basis in preparing the financial statements.

 

The financial statement does not include any adjustments that would result if
the forecast were not achieved and shareholder support was withdrawn.

 

Estimation uncertainty and critical judgements

 

The significant areas of estimation uncertainty and critical judgements in
applying accounting policies that have the most significant effect on the
amount amortisation in the financial statements are as follows:

 

(i)            Depreciation of property, plant and equipment

 

The costs of property, plant and equipment of the Group are depreciated on a
straight-line basis over the useful lives of the assets. Management estimates
the useful lives of the property, plant and equipment to be within 3 to 50
years. These are common life expectancies applied in the industry. Changes in
the expected level of usage and technological developments could impact the
economic useful lives and the residual values of these assets, therefore
future depreciation charges could be revised. The carrying amounts of the
Group's property, plant and equipment as at 31 December 2021 are disclosed in
Note 12 to the financial statements.

 

(ii)           Amortisation of intangible assets

 

Software is amortised over its estimated useful life. Management estimated the
useful life of this asset to be within 10 years. Changes in the expected level
of usage and technological development could impact the economic useful life
therefore future amortisation could be revised.

 

The research and development costs are amortised on a straight-line basis over
the life span of the developed assets. Management estimated the useful life of
these assets to be within 5 years. Changes in the technological developments
could impact the economic useful life and the residual values of these assets,
therefore future amortisation charges could be revised.

 

The carrying amounts of the Group's intangible assets as at 31 December 2021
are disclosed in Note 11 to the financial statements.

 

However, if the projected sales do not materialise there is a risk that the
value of the intangible assets shown above would be impaired.

 

(iii)          Impairment of goodwill on consolidation

 

The Group determines whether goodwill is impaired at least on an annual basis.
This requires an estimation of the value-in-use of the cash generating units
("CGU") to which goodwill is allocated. Estimating a value-in-use amount
requires management to make an estimation of the expected future cash flows
from the CGU and also to choose a suitable discount rate in order to calculate
the present value of those cash flows.

 

The Group's cash flow projections include estimates of sales. However, if the
projected sales do not materialise there is a risk that the value of goodwill
would be impaired.

 

The Directors have carried out a detailed impairment review in respect of
goodwill. The Group assesses at each reporting date whether there is an
indication that an asset may be impaired, by considering the cash flows
forecasts. The cash flow projections are based on the assumption that the
Group can realise projected sales. A prudent approach has been applied with no
residual value being factored. At the period end, based on these assumptions,
there was indication of impairment of the value of goodwill and of development
costs.

 

The carrying amount of the Group's goodwill on consolidation as at 31 December
2021 is disclosed in the Note 11 to the financial statements.

 

(iv)          Going concern

 

The Group determines whether it has sufficient resources in order to continue
its activities by reference to budget together with current and forecast
liquidity. This requires an estimate of the availability of such funding which
is critically dependent on external borrowings support from the majority
shareholders of the Group and, to an extent, macroeconomic factors. In the
Directors' opinion, the Covid 19 outbreak has not negatively affected the
financial performance of the Group given that the nature of the Group's
business activities are focused on e-payments. The Directors will continuously
assess and monitor the impact of Covid 19 on its operations and financial
performance.

 

(v)           Inventories valuation

 

Inventories are measured at the lower of cost and net realisable value. The
Company estimates the net realisable value of inventories based on an
assessment of expected sales prices. Demand levels and pricing competition
could change from time to time. If such factors result in an adverse effect on
the Group's products, the Group might be required to reduce the value of its
inventories. Details of inventories are disclosed in Note 15 to the financial
statements.

 

(vi)          Income taxes

 

Judgement is involved in determining the provision for income taxes. There are
certain transactions and computations for which the ultimate tax determination
is uncertain during the ordinary course of business.

 

The Company recognises liabilities for expected tax issues based on estimates
of whether additional taxes will be due. Where the final tax outcome of these
matters is different from the amounts that were initially recognised, such
differences will impact the income tax and deferred tax provisions in the
period in which such determination is made. As at 31 December 2021, the Group
has tax recoverable of £53,010 (2020: £420).

 

                IFRS AND IAS UPDATE FOR 31 DECEMBER 2021
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 IFRS 16                                      Covid-19-Related Rent Concessions                                              1 June 2020
 Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4, and IFRS 16  Interest Rate Benchmark Reform - Phase 2                                       1 January 2021
 Amendments to IFRS 3                                       Reference to the Conceptual Framework                                          1 January 2022
 Amendments to IAS 16                                       Property, Plant and Equipment - Proceeds before Intended Use                   1 January 2022
 Amendments to IAS 37                                       Onerous Contracts - Cost of Fulfilling a Contract                              1 January 2022
 Amendments to IFRSs                                        Annual Improvements to IFRS Standards 2018 - 2020                              1 January 2022
 IFRS 17                                                    Insurance Contracts                                                            1 January 2023
 Amendments to IFRS 17                                      Insurance Contracts                                                            1 January 2023
 Amendments to IAS 1                                        Classification of Liabilities as Current or Non-current                        1 January 2023
 Amendments to IAS 1                                        Disclosure of Accounting Policies                                              1 January 2023
 Amendments to IAS 8                                        Definition of Accounting Estimates                                             1 January 2023
 Amendments to IFRS 10 and IAS 28                           Sale or Contribution of Assets between an Investor and its Associate or Joint  Deferred until further notice
                                                            Venture

 

The Directors anticipate that the adoption of these standards and the
interpretations in future periods will have no material impact on the
financial statements of the Group.

 

Basis of consolidation

 

The consolidated financial statements incorporate the financial statements of
the Company and entities controlled by the Company (its subsidiary companies)
made up to 31 December each year. Control is achieved where the Company has
the power to govern the financial and operating policies of an investee entity
so as to obtain benefits from its activities.

 

Transactions, balances and unrealised gains on transactions between Group
companies are eliminated. Unrealised losses are also eliminated but considered
an impairment indicator of the asset transferred. Accounting policies of its
subsidiary companies have been changed (where necessary) to ensure consistency
with the policies adopted by the Group.

 

(i)            Subsidiary companies

 

Subsidiary companies are entities over which the Group has the ability to
control the financial and operating policies so as to obtain benefits from
their activities. The existence and effect of potential voting rights that are
currently exercisable or convertible are considered when assessing whether the
Group has such power over another entity.

 

In the Company's separate financial statements, investments in subsidiary
companies are stated at cost less impairment losses. On disposal of such
investments, the difference between net disposal proceeds and their carrying
amounts is included in profit or loss.

 

(ii)           Basis of consolidation

 

On 22 June 2007 MobilityOne Limited acquired the entire issued share capital
of MobilityOne Sdn. Bhd. By way of a share for share exchange, under IFRS this
transaction meets the criteria of a Reverse Acquisition. The consolidated
accounts have therefore been presented under the Reverse Acquisition
Accounting principles of IFRS 3 and show comparatives for MobilityOne Sdn.
Bhd. For financial reporting purposes, MobilityOne Sdn. Bhd. (the legal
subsidiary company) is the acquirer and MobilityOne Limited (the legal parent
company) is the acquiree.

 

No goodwill has been recorded and the difference between the parent Company's
cost of investment and MobilityOne Sdn. Bhd.'s share capital and share premium
is presented as a reverse acquisition reserve within equity on consolidation.

 

The consolidated financial statements incorporate the financial statements of
the Company and all entities controlled by it after eliminating internal
transactions. Control is achieved where the Group has the power to govern the
financial and operating policies of a Group undertaking so as to obtain
economic benefits from its activities. Undertakings' results are adjusted,
where appropriate, to conform to Group accounting policies.

 

Subsidiary companies are consolidated from the date of acquisition, being the
date on which the Group obtains control, and continue to be consolidated until
the date that such control ceases. In preparing the consolidated financial
statements, intra-group balances, transactions and unrealised gains or losses
are eliminated in full. Uniform accounting policies are adopted in the
consolidated financial statements for like transactions and events in similar
circumstances.

 

The share capital in the consolidated statement of changes in equity for both
the current and comparative period uses a historic exchange rate to determine
the equity value.

 

As permitted by and in accordance with Article 105 of the Companies (Jersey)
Law 1991, a separate income statement of MobilityOne Limited, is not
presented.

 

Revenue recognition

 

Revenue is recognised when it is probable that economic benefits associated
with the transaction will flow to the Group and the amount of the revenue can
be measured reliably.

 

(i)            Revenue from trading activities

 

Revenue in respect of using the Group's e-Channel platform arises from the
sales of prepaid credit, sales commissions received and fees per transaction
charged to customers. Revenue for sales of prepaid credit is deferred until
such time as the products and services are delivered to end users. Sales
commissions and transaction fees are received from various product and
services providers and are recognised when the services are rendered and
transactions are completed.

 

Revenue from solution sales and consultancy comprise sales of software
solutions, hardware equipment, consultancy fees and maintenance and support
services.  For sales of hardware equipment, revenue is recognised when the
significant risks associated with the equipment are transferred to customers
or the expiry of the right of return. For all other related sales, revenue is
recognised upon delivery to customers and over the period in which services
are expected to be provided to customers.

 

Revenue from remittance comprises transaction service fees charged to
customers/senders. Transaction fees are received from senders and are
recognised when the services are rendered and transactions are completed.

 

More than 95% of the Group's revenue for the financial ended 31 December 2021
was generated in Malaysia and none of the revenue was derived in the United
Kingdom.

 

(ii)           Interest income

 

Interest income is recognised on a time proportion basis that takes into
account the effective yield on the asset.

 

(iii)          Rental income

 

Rental income is recognised on an accrual basis.

 

Employee benefits

 

(i)            Short term employee benefits

 

Wages, salaries, bonuses and social security contributions are recognised as
an expense in the period in which the associated services are rendered by
employees of the Group. Short term accumulating compensated absences such as
paid annual leave are recognised when services are rendered by employees that
increase their entitlement to future compensation absences. Short term
non-accumulating compensated absences such as sick and medical leave are
recognised when the absences occur.

 

The expected cost of accumulating compensated absences is measured as the
additional amount expected to be paid as a result of the unused entitlement
that has accumulated at the Statement of Financial Position date.

 

(ii)           Defined contribution plans

 

As required by law, companies in Malaysia make contributions to the state
pension scheme, the Employees Provident Fund ("EPF"). Such contributions are
recognised as an expense in the income statement in the period to which they
relate. The other subsidiary companies also make contribution to their
respective countries' statutory pension schemes.

 

Functional currency translation

 

(i)            Functional and presentation currency

 

Items included in the financial statements of each of the Group's entities are
measured using the currency of the primary economic environment in which the
entity operates (the functional currency). The functional currency of the
Group is Ringgit Malaysia (RM). The consolidated financial statements are
presented in Pound Sterling (£), which is the Company's presentational
currency as this is the currency used in the country in which the entity is
listed.

 

Assets and liabilities are translated into Pound Sterling (£) at foreign
exchange rates ruling at the Statement of Financial Position date. Results and
cash flows are translated into Pound Sterling (£) using average rates of
exchange for the period.

 

(ii)           Transactions and balances

 

Foreign currency transactions are translated into the functional currency
using exchange rates prevailing at the dates of the transactions. Foreign
exchange gains and losses resulting from the settlement of such transactions
and from the translation at year-end exchange rates of monetary assets and
liabilities denominated in foreign currencies are recognised in the income
statement.

 

(iii)          Transactions and balances (Continued)

 

                                The financial
information set out below has been translated at the following rates:

 

                              Exchange rate (RM: £)
                              At Statement of Financial Position date

                                                                       Average for year
 Year ended 31 December 2021  5.63                                     5.70
 Year ended 31 December 2020  5.49                                     5.39

 

                Taxation

 

Taxation on the income statement for the financial period comprises current
and deferred tax. Current tax is the expected amount of taxes payable in
respect of the taxable profit for the financial period and is measured using
the tax rates that have been enacted at the Statement of Financial Position
date.

 

Deferred tax is recognised on the liability method for all temporary
differences between the carrying amount of an asset or liability in the
Statement of Financial Position and its tax base at the Statement of Financial
Position date. Deferred tax liabilities are recognised for all taxable
temporary differences and deferred tax assets are recognised for all
deductible temporary differences, unused tax losses and unused tax credits to
the extent that it is probable that future taxable profit will be available
against which the deductible temporary differences, unused tax losses and
unused tax credits can be recognised. Deferred tax is not recognised if the
temporary difference arises from goodwill or negative goodwill or from the
initial recognition of an asset or liability in a transaction which is not a
business combination and at the time of the transaction, affects neither
accounting profit nor taxable profit.

 

Deferred tax assets and liabilities are measured at the tax rates that are
expected to apply to the period when the asset is recognised or the liability
is settled, based on the tax rates that have been enacted or substantively
enacted by the Statement of Financial Position date. The carrying amount of a
deferred tax asset is reviewed at each Statement of Financial Position date
and is reduced to the extent that it becomes probable that sufficient future
taxable profit will be available.

 

Deferred tax is recognised in the income statement, except when it arises from
a transaction which is recognised directly in equity, in which case the
deferred tax is also charged or credited directly in equity, or when it arises
from a business combination that is an acquisition, in which case the deferred
tax is included in the resulting goodwill or negative goodwill.

 

Intangible assets

 

(i)            Research and development costs

 

All research costs are recognized in the income statement as incurred.

 

Expenditure incurred on projects to develop new products is recognised and
deferred only when the Group can demonstrate the technical feasibility of
completing the intangible asset so that it will be available for use or sale,
its intention to complete and its ability to use or sell the asset, how the
asset will generate future economic benefits, the availability of resources to
complete the project and the ability to measure reliably the expenditure
during the development. Product development expenditures which do not meet
these criteria are expensed when incurred.

 

Development costs, considered to have finite useful lives, are stated at cost
less any impairment losses and are amortised through other operating expenses
in the income statement using the straight-line basis over the commercial
lives of the underlying products not exceeding five years. Impairment is
assessed whenever there is an indication of impairment and the amortisation
period and method are also reviewed at least at each Statement of Financial
Position date.

 

(i)            Goodwill on consolidation

 

Goodwill acquired in a business combination is initially measured at cost,
representing the excess of the purchase price over the Group's interest in the
net fair value of the identifiable assets, liabilities and contingent
liabilities.

 

Following the initial recognition, goodwill is measured at cost less
accumulated impairment losses. Goodwill is not amortised but instead, it is
reviewed for impairment annually or more frequent when there is objective
evidence that the carrying value may be impaired, in accordance with the
accounting policy disclosed in impairment of assets.

 

Gains or losses on the disposal of an entity include the carrying amount of
goodwill relating to the entity sold.

 

(iii)          Software

 

Software which forms an integral part of the related hardware is capitalised
with that hardware and included within property, plant and equipment. Software
which are not an integral part of the related hardware are capitalised as
intangible assets.

 

Acquired computer software licenses are capitalised on the basis of the costs
incurred to acquired and bring to use the specific software. These costs are
amortised over their estimated useful life of 10 years.

 

Impairment of assets

 

The carrying amounts of assets are reviewed at each reporting date to
determine whether there is any indication of impairment.

 

If any such indication exists then the asset's recoverable amount is
estimated. For goodwill that has an indefinite useful life, recoverable amount
is estimated at each reporting date or more frequently when indications of
impairment are identified.

 

An impairment loss is recognized if the carrying amount of an asset or its
cash-generating unit exceeds its recoverable amount unless the asset is
carried at a revalued amount, in which case the impairment loss is recognised
directly against any revaluation surplus for the asset to the extent that the
impairment loss does not exceed the amount in the revaluation surplus for that
same asset. A cash-generating unit is the smallest identifiable asset group
that generates cash flows that are largely independent from other assets and
groups. Impairment losses are recognized in the income statement in the period
in which it arises. Impairment losses recognised in respect of cash-generating
units are allocated first to reduce the carrying amount of any goodwill
allocated to the units and then to reduce the carrying amount of the other
assets in the unit (group of units) on a pro rata basis.

 

The recoverable amount of an asset or cash-generating unit is the greater of
its value in use and its fair value less costs to sell. In assessing value in
use, the estimated future cash flows are discounted to their present value
using a pre-tax discount rate that reflects current market assessments of the
time value of money and the risks specific to the asset.

 

Impairment loss on goodwill is not reversed in a subsequent period. An
impairment loss for an asset other than goodwill is reversed if, and only if,
there has been a change in the estimates used to determine the asset's
recoverable amount since the last impairment loss was recognised. The carrying
amount of an asset other than goodwill is increased to its revised recoverable
amount, provided that this amount does not exceed the carrying amount that
would have been determined (net of amortisation or depreciation) had no
impairment loss been recognized for the asset in prior years. A reversal of
impairment loss for an asset other than goodwill is recognized in the income
statement unless the asset is carried at revalued amount, in which case, such
reversal is treated as a revaluation increase.

 

Property, plant and equipment

 

(a)           Recognition and measurement

 

Property, plant and equipment are stated at cost less accumulated depreciation
and accumulated impairment losses.

 

Cost includes expenditures that are directly attributable to the acquisition
of the asset. The cost of self-constructed assets includes the cost of
materials and direct labour, any other costs directly attributable to bringing
the asset to working condition for its intended use, and the costs of
dismantling and removing the items and restoring the site on which they are
located. Purchased software that is integral to the functionality of the
related equipment is capitalised as part of that equipment.

 

The cost of property, plant and equipment recognised as a result of a business
combination is based on fair value at acquisition date. The fair value of
property is the estimated amount for which a property could be exchanged on
the date of valuation between a willing buyer and a willing seller in an arm's
length transaction after proper marketing wherein the parties had each acted
knowledgeably, prudently and without compulsion. The fair value of other items
of plant and equipment is based on the quoted market prices for similar items.

 

When significant parts of an item of property, plant and equipment have
different useful lives, they are accounted for as separate items (major
components) of property, plant and equipment.

 

(b)           Subsequent costs

 

The cost of replacing part of an item of property, plant and equipment is
recognised in the carrying amount of the item if it is probable that the
future economic benefits embodied within the part will flow to the Group and
its cost can be measured reliably. The costs of the day-to-day servicing of
property, plant and equipment are recognised in the income statement as
incurred.

 

(c)          Depreciation

 

Depreciation is recognised in the income statement on a straight-line basis
over the estimated useful lives of property, plant and equipment. Leased
assets are depreciated over the shorter of the lease term and their useful
lives. Property, plant and equipment under construction are not depreciated
until the assets are ready for their intended use.

 

The estimated useful lives for the current and comparative periods are as
follows:

 

 Building                           50 years
 Motor vehicles                     5 years
 Leasehold improvement              10 years
 Electronic Data Capture equipment  10 years
 Computer equipment                 3 to 5 years
 Computer software                  10 years
 Furniture and fittings             10 years
 Office equipment                   10 years
 Renovation                         10 years

 

The depreciable amount is determined after deducting the residual value.

 

Depreciation methods, useful lives and residual values are reassessed at each
financial period end.

 

Upon disposal of an asset, the difference between the net disposal proceeds
and the carrying amount of the assets is charged or credited to the income
statement. On disposal of a revalued asset, the attributable revaluation
surplus remaining in the revaluation reserve is transferred to the
distribution reserve.

 

Investments

 

Investments in subsidiary companies are stated at cost less any provision for
impairment.

 

Inventories

 

Inventories are valued at the lower of cost and net realisable value and are
determined on the first-in-first-out method, after making due allowance for
obsolete and slow moving items. Net realisable value is based on estimated
selling price in the ordinary course of business less the costs of completion
and selling expenses.

 

Financial assets

 

Trade and other receivables are recognised initially at fair value and
subsequently measured at their cost when the contractual right to receive cash
or other financial assets from another entity is established.

 

A provision for doubtful debts is made when there is objective evidence that
the Group will not be able to collect all amounts due according to the
original terms of the receivables. Significant financial difficulties of the
debtor, probability that the debtor will enter bankruptcy or financial
reorganisation and default or delinquency in payments are considered
indicators that a trade and other receivables are impaired.

 

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less which have an insignificant risk of changes in value and bank overdrafts. For the purpose of Statement of Cash Flows, cash and cash equivalents are presented net of bank overdrafts.

 

Financial liabilities

 

Trade and other payables are recognised initially at fair value of the
consideration to be paid in the future for goods and services received.

 

Borrowing costs directly attributable to the acquisition, construction or
production of qualifying assets, which are assets that necessarily take a
substantial period of time to get ready for their intended use or sale, are
recognised as part of the cost of those assets, until such time as the assets
are substantially ready for their intended use or sale.

 

When the borrowings are made specifically for the purpose of obtaining a
qualifying asset, the amount of borrowing costs eligible for capitalisation is
the actual borrowing costs incurred on that borrowing during the period less
any investment income on the temporary investment of funds drawndown from
those borrowings.

 

When the borrowings are made generally, and used for the purpose of obtaining
a qualifying asset, the borrowing costs eligible for capitalization are
determined by applying a capitalization rate which is weighted on the
borrowing costs applicable to the Group's borrowings that are outstanding
during the financial period, other than borrowings made specifically for the
purpose of acquiring another qualifying asset.

 

Borrowing costs which are not eligible for capitalization are recognised as an
expense in the profit or loss in the period in which they are incurred.

 

Equity instruments

 

Instruments that evidence a residual interest in the assets of the Group after
deducting all of its liabilities are classified as equity instruments.
Issued equity instruments are recorded at proceeds received net of direct
issue costs.

 

Ordinary shares are classified as equity. Incremental costs directly
attributable to the issue of new shares or options are shown in equity as a
deduction, net of value added tax, from the proceeds.

 

Financial instruments

 

Financial instruments carried on the Statement of Financial Position include
cash and bank balances, deposits, investments, receivables, payables and
borrowings. Financial instruments are recognised in the Statement of Financial
Position when the Group has become a party to the contractual provisions of
the instrument.

 

Financial instruments are classified as liabilities or equity in accordance
with the substance of the contractual arrangement. Interest, dividends and
gains and losses relating to a financial instrument classified as a liability,
are reported as an expense or income. Distributions to holders of financial
instruments classified as equity are charged directly to equity. Financial
instruments are offset when the Group has a legally enforceable right to
offset and intends to settle either on a net basis or to realise the asset and
settle the liability simultaneously.

 

The particular recognition method adopted for financial instruments recognised
on the Statement of Financial Position is disclosed in the individual
accounting policy statements associated with each item.

 

Share based payments

 

Charges for employees services received in exchange for share based payments
have been made for all options granted in accordance with IFRS 2 "Share Based
Payments" options granted under the Group's employee share scheme are equity
settled. The fair value of such options has been calculated using a
Black-Scholes model, based upon publicly available market data, and is charged
to the profit or loss over the vesting period.

 

Segment reporting

 

Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker. The chief operating
decision makers are responsible for allocating resources and assessing
performance of the operating segments and make overall strategic decisions.
The Group's operating segments are organised and managed separately according
to the nature of the products and services provided, with each segment
representing a strategic business unit that offers different products and
serves different markets.

 

 

3.             FINANCIAL INSTRUMENTS

 

(a)           Financial risk management objectives and policies

 

The Group and the Company's financial risk management policy is to ensure that
adequate financial resources are available for the development of the Group
and of the Company's operations whilst managing its financial risks, including
interest rate risk, credit risk, foreign currency exchange risk, liquidity and
cash flow risk and capital risk. The Group and the Company operates within
clearly defined guidelines that are approved by the Board and the Group's
policy is not to engage in speculative transactions.

 

(b)           Interest rate risk

 

Cash flow interest rate risk is the risk that the future cash flows of a
financial instrument will fluctuate because of changes in market interest
rates.  Fair value interest rate risk is the risk that the value of a
financial instrument will fluctuate due to changes in market interest rates.
As the Group has no significant interest-bearing financial assets, the Group's
income and operating cash flows are substantially independent of changes in
market interest rates.

 

The Group's interest rate risk arises primarily from interest-bearing
borrowings. Borrowings at floating rates expose the Group to cash flow
interest rate risk. Borrowings obtained at fixed rates expose the Group to
fair value interest rate risk.

The following tables set out the carrying amounts, the effective interest
rates as at the Statement of Financial Position date and the remaining
maturities of the Group's financial instruments that are exposed to interest
rate risk:

 

                                          Effective
                                          Interest         Within                                          More than
 At 31 December 2021              Note    Rate             1 year           1-2 years       2-5 years      5 years          Total
                                          %                £                £               £              £                £
 Fixed rate:
 Fixed deposits                   18       1.40-1.75       1,508,388        -               -              -                1,508,388
 Leases liabilities               14      2.42-4.00        (89,613)         (32,885)        (41,344)       (4,632)          (168,474)

 Floating rate:
 Bankers' acceptance              24      2.46-4.97        (1,951,020)      -               -              -                (1,951,020)
 Term loan                        24      3.99             (7,821)          (8,395)         (18,513)       (190,973)        (225,702)

 At 31 December 2020
 Fixed rate:
 Fixed deposits                   18       1.40-2.60       2,572,421        -               -              -                2,572,421
 Leases liabilities               14       2.42-4.00        (98,270)         (54,482)       (5,040)         -                (157,792)

 Floating rate:
 Bankers' acceptance              24       4.90-6.30       (2,959,894)      -               -              -                (2,959,894)
 Term loan                        24      4.04             (7,588)           (8,169)        (18,081)        (206,596)        (240,434)

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
                                    2021            2020
                                    £               £
 Floating rate instruments
 Financial liabilities (Note 24)    2,176,722       3,200,328

Interest rate risk sensitivity analysis

 

(i)            Fair value sensitivity analysis for fixed rate
instruments

 

The Group does not account for any fixed rate financial assets and liabilities
at fair value through profit or loss, and the Company does not designate
derivatives as hedging instruments under a fair value hedged accounting model.
Therefore, a change in interest rates at the end of the reporting period would
not affect profit or loss.

 

(ii)           Cash flow sensitivity analysis for variable rate
instruments

 

A change of 100 basis points (bp) in interest rates at the end of the
reporting period would have increased/(decreased) post-tax profit by the
amounts shown below. This analysis assumes that all other variables, in
particular foreign currency rates, remained constant.

 

                              Group
                              Profit or loss
                              100 bp             100 bp
                              Increase           Decrease
                              £                  £
 2021
 Floating rate instruments    (21,767)           21,767

 2020
 Floating rate instruments     (32,003)          32,003

(c)           Credit risk

 

The Group's and the Company's exposure to credit risk arises mainly from
receivables. Receivables are monitored on an ongoing basis via management
reporting procedure and action is taken to recover debts when due. At each
Statement of Financial Position date, there was no significant concentration
of credit risk. The maximum exposure to credit risk for the Group and the
Company is the carrying amount of the financial assets shown in the Statement
of Financial Position.

 

(d)           Foreign currency exchange risk

 

The Group is exposed to foreign currency risk on transaction that are
denominated in foreign currency of Ringgit Malaysia (RM).

 

The Group has not entered into any derivative instruments for hedging or
trading purposes as the net exposure to foreign currency risk is not
significant. Where possible, the Group will apply natural hedging by selling
and purchasing in the same currency. However, the exposure to foreign currency
risk is monitored from time to time by management.

 

The carrying amounts of the Group's foreign currency denominated financial
assets and financial liabilities at the end of the reporting period are as
follows:

 

                                                     Denominated in
                                                     RM
 2021                                                £
 Group
 Deposits, cash and bank balances                    4,654,276
 Trade and other receivables                         3,177,680
 Amount due from an associate                        -
 Trade and other payables                            (5,202,398)
 Lease liabilities                                   (155,489)
 Loans and borrowings                                (2,176,722)
 Net currency exposure                               297,347

 2020
 Group
 Deposits, cash and bank balances                    4,406,737
 Trade and other receivables                         2,214,031
 Amount due from an associate                        221,583
 Trade and other payables                            (4,613,054)
 Lease liabilities                                   (149,709)
 Loans and borrowings                                (3,200,328)
 Net currency exposure                               1,120,740

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
                                              2021                    2020
                                              £                       £
 Group
 Change in currency rate
 RM                       Strengthen 10%      (29,735)                (112,074)
                          Weakened 10%        29,735                  112,074

(e)           Liquidity and cash flow risks

 

The Group and the Company seeks to achieve a flexible and cost effective
borrowing structure to ensure that the projected net borrowing needs are
covered by available committed facilities. Debt maturities are structured in
such a way to ensure that the amount of debt maturing in any one year is
within the Group's and the Company's ability to repay and/or refinance.

 

The Group and the Company also maintains a certain level of cash and cash
convertible investments to meet its working capital requirements.

 

The table below summarises the maturity profile of the Group's and the
Company's liabilities at the reporting date based on contractual undiscounted
repayment obligations:

 

                           On demand or       On demand           On demand
                           within one year    one to five year    over five year                              Total
 2021                      £                  £                   £                                           £
 Group
 Financial liabilities
 Trade and other           5,203,551          -                   -                                           5,203,551

   payables
 Amount due to Directors   124,426            -                   -                                           124,426
 Lease liabilities         89,613             74,229              4,632                                       168,474
 Loans and borrowings      1,958,841          217,881             -                                           2,176,722

 Total undiscounted
   financial liabilities   7,376,431          292,110             4,632                                       7,673,173

 2020
 Group
 Financial liabilities
 Trade and other           4,615,954          -                   -                                           4,615,954

   payables
 Amount due to Directors   110,991            -                                     -                         110,991
 Lease liabilities         98,270             59,522                                -                         157,792
 Loans and borrowings      2,978,152          73,035              252,580                                     3,303,767

 Total undiscounted
   financial liabilities   7,803,367          132,557             252,580                                     8,188,504

The table below summarises the maturity profile of the Group's and the
Company's liabilities at the reporting date based on contractual undiscounted
repayment obligations: (Cont'd)

 

                           On demand or       On demand           On demand
                           within one year    one to five year    over five year                              Total
 2021                      £                  £                   £                                           £
 Company
 Financial liabilities
 Trade and other           901                -                   -                                           901

   payables
 Amount due to             121,915            -                   -                                           121,915

   Directors
 Amount due to
    subsidiary company     367,605            -                   -                                           367,605

 Total undiscounted
   financial liabilities   490,421            -                   -                                           490,421

 2020
 Company
 Financial liabilities
 Trade and other           2,900              -                                     -                         2,900

   payables
 Amount owing to           108,415            -                                     -                         108,415

   Directors
 Amount due to
    subsidiary company     195,087            -                                     -                         195,087

 Total undiscounted
   financial liabilities   306,402            -                                     -                         306,402

(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
                                                    2021           2020
                                                    £              £
 EMPLOYEES
 Wages, salaries and bonuses                        1,623,690      1,523,814
 Social security contribution                       14,220         13,533
 Contribution to defined contribution plan          151,504        136,695
 Other staff related expenses                       12,792         10,342
 Continuing operations                              1,802,206      1,684,384

 DIRECTORS
 Fees                                               85,939         98,047
 Wages, salaries and bonuses                        231,698        175,642
 Social security contribution                       386            342
 Contribution to defined contribution plan          26,450         21,077
 Continuing operations                              344,473        295,108

 

The number of employees (excluding Directors) of the Group and of the Company
at the end of the financial year were 110 (2020: 120) and Nil (2020: 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

 2021
                                             £          £                        £        £                             £                          £
 Company's Directors:
 Dato' Hussian @ Rizal bin A. Rahman         36,000     77,888                   -        162                           9,346                      123,396
 Derrick Chia Kah Wai                        (24,000)*  113,594                  -        162                           13,631                     103,387
 Seah Boon Chin                              43,800     -                        -        -                             -                          43,800
 Azlinda Ezrina Binti Ariffin                9,000      2,500                    -        -                             -                          11,500

 Subsidiary companies' Directors:
 Tengku Muhaini Binti Sultan Hj. Ahmad Shah  11,578     -                        8,771    -                             -                          20,349
 Abu Bakar bin Mohd                          6,315      -                        -        -                             -                          6,315

 Taib
 Haji Zaim Dato Paduka Bin Haji Sabtu        3,246      -                        -        -                             -                          3,246
 Lee Hock Leong                              -          28,945                   -        62                            3,473                      32,480
                                             85,939     222,927                  8,771    386                           26,450                     344,473
 Group
 2020
 Company's Directors:
 Dato' Hussian @ Rizal bin A. Rahman         36,000     82,367                   -        171                           9,884                      128,422
 Derrick Chia Kah Wai                        -          93,275                   -        171                           11,193                     104,639
 Seah Boon Chin                              43,800     -                        -        -                             -                          43,800

 Subsidiary companies' Directors:
 Tengku Muhaini Binti Sultan Hj. Ahmad Shah  6,678      -                        -        -                             -                          6,678
 Abu Bakar bin Mohd                          6,678      -                        -        -                             -                          6,678

 Taib
 Haji Zaim Dato Paduka Bin Haji Sabtu        3,391      -                        -        -                             -                          3,391
 Adelita Shah                                1,500      -                        -        -                             -                          1,500
                                             98,047     175,642                  -        342                           21,077                     295,108

 

*    Re-assignment of Derrick Chia Kah Wai's fees payable by the Company to
salaries payable by MobilityOne Sdn Bhd.

 

 

5.             OPERATING SEGMENTS

 

The information reported to the Group's chief operating decision maker to make
decisions about resources to be allocated and for assessing their performance
is based on the nature of the products and services, and has two reportable
operating segments as follows:

 

(a)           Telecommunication services and electronic commerce
solutions; and

(b)           Hardware

 

Except as above, no other operating segment has been aggregated to form the
above reportable operating segments.

 

Measurement of Reportable Segments

 

Segment information is prepared in conformity with the accounting policies
adopted for preparing and presenting the consolidated financial statements.

 

No segment assets and capital expenditure are presented as they are mostly
unallocated items which comprise corporate assets and liabilities.

 

No geographical segment information is presented as more than 95% of the
Group's revenue for the financial ended 31 December 2021 was generated in
Malaysia.

 

 

                                                    Telecommunication
                                                    services and electronic      Hardware
 Group                                              commerce solutions           and services      Elimination      Total
 2021                                               £                            £                 £                £

 Segment revenue:
 External customers                                 252,841,803                  2,865,467         -                255,707,270
 Inter-segment                                      -                            382,781           (382,781)        -
                                                    252,841,803                  3,248,248         (382,781)        255,707,270
                                                                                                   -
 Profit before tax                                  2,015,835                    -                 -                2,015,835
 Tax                                                (507,582)                    -                                  (507,582)

 Profit for the year                                1,508,253                    -                 -                1,508,253

 Non-cash expenses/(income)*
 Amortisation of intangible assets                  64,864                                                          64,864
 Amortisation of right-of-use assets                104,169                                                         104,169
 Bad debt written off                               36,339                                                          36,339
 Depreciation of property, plant and equipment      243,980                                                         243,980
 Inventories written off                            182                                                             182
                                                    449,534                                                         449,534

* The disclosure for non-cash expenses has not been split according to the
different segments as the cost to obtain such information is excessive and
provides very little by way of information.

 

                                                    Telecommunication
                                                    services and electronic      Hardware
 Group                                              commerce solutions           and services      Elimination      Total
 2020                                               £                            £                 £                £

 Segment revenue:
 External customers                                 243,642,783                  3,030,255         -                246,673,038
 Inter-segment                                      -                            311,788            (311,788)       -
                                                    243,642,783                  3,342,043          (311,788)       246,673,038

 Profit before tax                                  2,257,536                    -                 -                2,257,536
 Tax                                                 (651,909)                   -                 -                 (651,909)

 Profit for the year                                1,605,627                    -                 -                1,605,627

 Non-cash expenses/(income)*
 Amortisation of intangible assets                  68,595                       -                 -                68,595
 Amortisation of right-of-use assets                127,958                      -                 -                127,958
 Bad debt written off                               16,888                       -                 -                16,888
 Depreciation of property, plant and equipment      149,028                      -                 -                149,028
 Inventories written off                            2,025                        -                 -                2,025
                                                    364,494                      -                 -                364,494

 

 

 

* The disclosure for non-cash expenses has not been split according to the
different segments as the cost to obtain such information is excessive and
provides very little by way of information.

6.            FINANCE COSTS

 

                                                      Group
                                                      2021         2020
                                                      £            £
 Bankers' acceptance interest                         86,111                       163,715
 Finance lease interest                               -                                      -
 Bank guarantee interest                              7,734                            8,257
 Bank overdraft                                       4,253                            3,630
 Unwinding finance cost                               -                                      -
 Lease liabilities                                    8,564                          19,052
 Term loan                                            8,958                          11,887
                                                      115,620                      206,541
 Less: Finance costs from discontinued operation      -                                      -
                                                      115,620                      206,541

 

7.             PROFIT BEFORE TAX

 

Profit before tax is stated after charging/(crediting):

 

                                                           Group
                                                          2021           2020
                                                    Note   £              £
 Auditors' remuneration
 - Statutory audit
 - Current year                                           34,484                        17,774
 - Under provided in prior year                           70                            15,070
 Amortisation of intangible assets                  11    64,864                        68,595
 Amortisation of right-of-use assets                14    104,169                     127,958
 Bad debt written off                                     36,339                        16,888
 Depreciation of property, plant and equipment      12    243,980                     149,028
 Directors' remunerations                           4     344,473                     295,108
 Gain on disposal of property, plant and            12    (3,508)                               -

    equipment
 Gain on disposal of subsidiary company                   -                                     -
 Impairment loss on associate                       16    -                                     -
 Impairment loss on goodwill                         11   99,939                                -
 Inventories written off                                  182                             2,025
 Interest income                                          (12,867)                     (86,172)
 Loss on foreign exchange
 - realised                                               1,388                              638
 - unrealised                                             71,356                                -
 Operating lease payment of premises and equipment        28,879                        34,206
 Other income                                             -                              (9,939)
 Property, plant and equipment written off          12    -                                     -
 Waiver of debts                                          (99,025)                              -

 

8.             TAX

 

                                             Group
                                             2021                                                          2020
                                             £                                                             £
 Current tax expense:
 Jersey corporation tax for the year                                   -                                                             -
 Foreign tax                                    605,596                                                                    632,102
 Under/(over) provision in prior year           (84,436)                                                                     21,702
                                                521,160                                                                    653,804
 Deferred tax expense:
 Relating to origination and reversal
   of temporary difference                        (7,577)                                                                         254
 (Over) provision of taxation in prior year       (6,001)                                                                     (2,149)
                                                (13,578)                                                                      (1,895)
                                                507,582                                                                    651,909

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
                                                         2021                      2020
                                                         £                         £

 Profit before taxation                                  2,015,835                              2,257,536

 Taxation at Malaysian statutory tax rate of 24%            483,653                                541,806

   (2020: 24%)
 Effect of different tax rates in other countries             (1,377)                                 (1,621)
 Effect of expenses not deductible for tax                  137,503                                  96,933
 Income not taxable for tax purpose                              (842)                                   (481)
 Deferred tax assets not recognised                           (3,775)                                 (4,281)
 Utilisation of previously unrecognised tax loss and CA     (17,143)                            -
 (Over) provision of deferred tax in prior year               (6,001)                                 (2,149)
 Under/(over) provision of tax expense in prior year        (84,436)                                 21,702

 Tax expense for the year                                  507,582                                 651,909

As at 31 December 2021, the unrecognised deferred tax assets of the Group are
as follows:

 

                                Group
                                2021                2020
                                £                   £

 Unabsorbed tax losses             1,027,024                          94,745

 Unabsorbed capital allowances      241,514                             3,994
                                 1,268,538                            98,739

The potential net deferred tax assets amounting to Nil (2020: Nil) has not
been recognised in the financial statements because it is not probable that
future taxable profit will be available against which the subsidiary company
can utilise the benefits.

 

The availability of the unused tax losses and unabsorbed capital allowances
for offsetting against future taxable profits of the subsidiary company is
subject to no substantial changes in shareholdings of the subsidiary company
under Section 44(5A) and (5B) of Income Tax Act, 1967, in Malaysia.

 

 

9.           LOSS OF COMPANY

 

The profit or loss of the Company is not presented as part of these financial
statements. The Company's loss for the financial year was £147,272 (2020:
£146,463).

 

 

10.          PROFIT PER SHARE

 

                                                           Group
                                                           2021                                                                               2020
                                                           £                                                                                  £
 Profit attributable to owners of the Parent for
 the computation of basic earnings per share
 Profit from continuing operations                                      1,524,429                                                                         1,607,100

 Issued ordinary shares at 1 January                                         106,298,780                                                               106,298,780

 Effect of ordinary shares changes during the period                                             -                                                                     -

 Weighted average number of shares at 31 December                           106,298,780                                                               106,298,780

 Fully diluted weighted average number of shares                             113,656,903                                                              114,866,610

    at 31 December

 Profit Per Share
 Basic earnings per share (pence)                          1.434                                                                                               1.512
 Diluted earnings per share (pence)                        1.341                                                                                               1.397

 Profit Per Share from continuing operations
 Basic earnings per share (pence)                          1.434                                                                              1.512
 Diluted earnings per share (pence)                        1.341                                                                              1.397

The basic earnings per share is calculated by dividing the profit of
£1,524,429 (2020: profit of £1,607,100) attributable to ordinary
shareholders by the weighted average number of ordinary shares outstanding
during the year, which is 106,298,780 (2020: 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 2021                                  Software       consolidation      costs            Total
                                                   £              £                  £                £
 At cost
 At 1 January 2021                                 1,032,494      1,267,661          994,856          3,295,011
 Addition                                          -              453,662            -                453,662
 Foreign exchange differences                      (25,762)       (31,630)           (64,258)         (121,650)
 At 31 December 2021                               1,006,732      1,689,693          930,598          3,627,023

 Accumulated amortisation and impairment loss
 At 1 January 2021                                 897,801        1,251,570          994,856          3,144,227
 Amortisation charge for the year                  64,864         -                  -                64,864
 Impairment loss recognise                         -              99,939             -                99,939
 Foreign exchange differences                      (21,599)       (29,994)           (64,258)         (115,851)
 At 31 December 2021                               941,066        1,321,515          930,598          3,193,179

 Net Carrying Amount
 At 31 December 2021                               65,666         368,178            -                433,844
 -

 

 Group                                                            Goodwill on        Development
 31 December 2020                                  Software       consolidation      costs            Total
                                                   £              £                  £                £
 At cost
 At 1 January 2020                                 1,054,244      1,277,917          994,856          3,343,447
 Foreign exchange differences                      (21,750)       (26,686)           -                (48,436)
 31 December 2020                                  1,032,494      1,267,661          994,856          3,295,011

 Accumulated amortisation and impairment loss
 At 1 January 2020                                 847,943        1,277,917          994,856          3,120,716
 Amortisation charge for the year                  68,595         -                  -                68,595
 Impairment loss recognise                         -              -                  -                -
 Foreign exchange differences                      (18,737)       (26,347)           -                (45,084)
 At 31 December 2020                               897,801        (1,251,570)        994,856          3,144,227

 Net Carrying Amount
 At 31 December 2020                               134,693        16,091             -                150,784
 -

 

 

The Group assesses at each reporting date whether there is an indication that
an asset may be impaired, by considering the net present value of discounted
cash flows forecasts. If an indication exists an impairment review is carried
out.

 

                Goodwill on consolidation

 

(a)           Impairment testing for goodwill on consolidation

 

Goodwill on consolidation has been allocated for impairment testing purposes
to the individual entities which is also the cash-generating units ("CGU")
identified.

 

                (b)           Key assumptions used to
determine recoverable amount

 

The recoverable amount of a CGU is determined based on value in use
calculations using cash flow projections based on financial budgets approved
by the Directors covering 5 years period. The projections are based on the
assumption that the Group can recognise projected sales which growth at 10%
per annum which is based on expected clientele over time. A prudent approach
has been applied with no residual value being factored into these
calculations. If the projected sales do not materialise there is a risk that
the total value of the intangible assets shown above would be impaired. A
pre-tax discount rate of 8% (2020: 8%) per annum was applied to the cash flow
projections, after taking into consideration the Group's cost of borrowings,
the expected rate of return and various risks relating to the CGU. The
directors have relied on past experience and all external evidence available
in determining the assumptions.

 

During the financial year, the Group impairment loss amounting to 99,939
(2020: Nil) in respect of the goodwill on consolidation. A significant
proportion of goodwill on consolidation relates to the acquisition of
OneTransfer Remittance Sdn Bhd which is a CGU and has a carrying amount of
£368,178 (2020: £Nil). Its recoverable amount has been determined based on a
net total assets calculation using discounting future cash flow to be
generated by the CGU and key assumptions as described in (b) above.

 

Development costs

 

Development costs will not be amortised if the product is still in its
development phase. The amortisation of the development costs is over 5 years
period, which in the opinion of the Directors is adequate.

 

12.          PROPERTY, PLANT AND EQUIPMENT

 

 

                                                       Electronic
 Group                                       Motor     Data Capture  Computer   Computer    Furniture     Office
                                   Building  vehicles  equipment     equipment   software   and fittings  equipment  Renovation  Total
 31 December 2021                  £         £         £             £          £           £             £          £           £
 AT COST
 At 1 January 2021                 328,054   219,144   668,378       441,974    120,395     114,256       68,756     90,040      2,050,997
 Additions                         -         -         -             9,053      16,647      2,851         -          6,315       34,866
 Written off                       -         -         -             -          -           -             -          -           -
 Transfer from ROU                 -         81,085    319,665       -          -           -             -          -           400,750
 Disposals                         -         (18,545)  -             -          -           -             -          -           (18,545)
 Transfer from inventories         -         -         10,878        275        -           -             -          -           11,153
 Acquisition of subsidiary         -         12,630    -             361,962    -           9,222         16,353     93,231      493,398
 Foreign exchange differences      (8,185)   (5,311)   (16,677)      (6,442)    (2,798)     (2,702)       (1,471)    (1,017)     (44,603)
 At 31 December 2021               319,869   289,003   982,244       806,822    134,244     123,627       83,638     188,569     2,928,016

 At 1 January 2021                 42,008    219,144   471,426       356,226    48,075      84,766        42,419     63,062      1,327,126
 Depreciation charge for the year  6,319     4,672     130,815       66,088     10,111      5,398         4,844        15,733    243,980
 Disposals                         -         (18,545)  -             -          -           -             -          -           (18,545)
 Transfer from ROU                 -         76,355    122,538       -          -           -             -          -           198,893
 Acquisition of subsidiary         -         12,787    -             178,313    -           6,283         12,936     45,670      255,989
 Foreign exchange differences      (970)     (5,411)   (10,146)      (8,071)    (1,074)     (2,048)       (992)      (1,379)     (30,091)
 At 31 December 2021               47,357    289,002   714,633       592,556    57,112      94,399        59,207     123,086     1,977,352

 NET CARRYING AMOUNT
 At 31 December 2021               272,512   1         267,611       214,266    77,132      29,228        24,431     65,483      950,664

 

                                                       Electronic
 Group                                       Motor     Data Capture  Computer   Computer    Furniture     Office
                                   Building  vehicles  equipment     equipment   software   and fittings  equipment  Renovation  Total
 31 December 2020                  £         £         £             £          £           £             £          £           £
 AT COST
 At 1 January 2020                 334,961   223,758   567,769       424,652    103,669     116,341       70,092     80,777      1,922,019
 Additions                         -         -         92,260        26,560     19,213      515           112        11,131      149,791
 Written off                       -         -         -             -          -           (210)         -          -           (210)
 Transfer from ROU                 -         -         33,448        -          -           -             -          -           33,448
 Other movement                    -         -         (11,932)      -          -           -             -          -           (11,932)
 Foreign exchange differences      (6,907)   (4,614)   (13,167)      (9,238)    (2,487)     (2,390)       (1,448)    (1,868)     (42,119)
 At 31 December 2020               328,054   219,144   668,378       441,974    120,395     114,256       68,756     90,040      2,050,997

 ACCUMULATED DEPRECIATION
 At 1 January 2020                 37,422    223,757   395,077       323,505    40,423      81,982        39,122     59,652      1,200,940
 Depreciation charge for the year  5,457     -         81,148        40,121     8,643       4,753         4,180      4,726       149,028
 Written off                       -         -         -             -          -           (210)         -          -           (210)
 Transfer from ROU                 -         -         4,796         -          -           -             -          -           4,796
 Foreign exchange differences      (871)     (4,613)   (9,595)       (7,400)    (991)       (1,759)       (883)      (1,316)     (27,428)
 At 31 December 2020               42,008    219,144   471,426       356,226    48,075      84,766        42,419     63,062      1,327,126

 NET CARRYING AMOUNT
 At 31 December 2020               286,046   -         196,952       85,748     72,320      29,490        26,337     26,978      723,871

(a)           Cash payments of £34,866 (2020: £149,791) were made
by the Group to purchase property, plant and equipment.

 

(b)           Assets pledged as securities to licensed banks

 

                The carrying amount of property, plant and
equipment of the Group and of the Company pledged as securities for bank
borrowings as disclosed in Note 24 to the financial statement are:

 

 

               Group

               2021     2020
               £        £
 Building      272,512  286,046

 

13.        INVESTMENT IN SUBSIDIARY COMPANIES

 

                                           Company
                                           2021       2020
                                           £          £
 AT COST
 At 1 January                              1,976,339  1,976,356
 Less: Disposal of subsidiary company      -           (17)
 At 31 December                            1,976,339  1,976,339

Details of the subsidiary companies are as follows:

 

                                                                       Effective Ownership of Ordinary Shares
 Name of Subsidiary                                    Country of      Interest **                                 Principal Activities
 Companies                                             Incorporation   2021                  2020
                                                                       %                     %

 MobilityOne Sdn. Bhd.*                                Malaysia        100                   100                   Provision of e-Channel products and services, technology managed services and
                                                                                                                   solution sales and consultancy

 M1 AP Sdn. Bhd.*                                      Malaysia        100                   100                   Investment holding company

 M-One Tech Ltd.                                       United Kingdom  100                   100                   Inactive
 Direct subsidiary companies of MobilityOne Sdn. Bhd.

 M1 Pay Sdn. Bhd.*                                     Malaysia        100                   100                   Provision of solution sales and services

 

                                                        Effective Ownership of Ordinary Shares
 Name of Subsidiary                    Country of       Interest **                                 Principal Activities
 Companies                             Incorporation    2021                  2020
                                                        %                     %
 MobilityOne Philippines, Inc*         Philippines      95                    95                    Provision of IT systems and solutions and to establish a multi-channel
                                                                                                    electronic service bureau

 One Tranzact Sdn. Bhd.*               Malaysia         100                   100                   Provision of electronic payment and product fulfillment

 MobilityOne (B) Sdn. Bhd.*            Brunei           99                    99                    Financial services

 OneShop Retail Sdn. Bhd.*             Malaysia         100                   100                   General merchant retail sales in all type of goods, materials and commodities

 M1 Merchant Sdn. Bhd.*                Malaysia         60                    60                    Provision of solutions and services in relation to electronic payments via
                                                                                                    terminals, mobile devices or any its related business

 Onetransfer Remittance Sdn. Bhd.*     Malaysia         100                   50                    Provider for International remittance services

 *                  Audited by firm of auditors other than Jeffreys Henry LLP.
 **                 All the above subsidiary undertakings are included in the consolidated
                    financial statements.

 

Acquisition of subsidiary company

 

On 26 February 2021, MobilityOne Sdn Bhd ("M1 Malaysia") entered into an
agreement to acquire 4,505,000 shares, representing the remaining 50% equity
interest in OneTransfer Remittance Sdn. Bhd. ("OTR") for a total cash
consideration of RM3,000,000. This acquisition completed on 7 April 2021
following the requisite approval being received from Bank Negara Malaysia.
Consequently, OTR ceased to be an associated company and become a wholly-owned
subsidiary company of M1 Malaysia.

 

The following summarise the major classes of consideration transferred, and
the recognised amounts of assets acquired and liabilities assumed at the
acquisition date:

 

                                                                          2021
                                                                          £
 Fair value of consideration transferred
 Cash consideration                                                                532,774
 Less: Fair value of equity interest in OTR
           held by the Group immediately before the acquisition                                -
 Total consideration transferred                                                   532,774

 Fair value of identifiable assets acquired and liabilities assumed
 Property, plant and equipment                                                     243,508
 Right-of-use assets                                                               158,166
 Other receivables                                                                 157,908
 Cash and bank balances                                                            156,258
 Lease liabilities                                                               (123,548)
 Other payables                                                                  (513,180)
 Total identifiable assets and liabilities                                           79,112

 Net cash outflow arising from acquisition of subsidiary company
 Purchase consideration settled in cash                                            532,774
 Less: cash and cash equivalents acquired                                        (156,257)
                                                                                   376,517

 Goodwill arising from business combination
 Fair value of consideration transferred                                           532,774
 Non-controlling interests, based on their proportionate interest in the
   recognised amounts of the assets and liabilities of the acquiree                            -
 Fair value of existing interest in the acquiree                                               -
 Fair value of identifiable assets acquired and liabilities assumed                (79,112)
 Goodwill                                                                          453,662

 

Additional interest in subsidiary companies

 

On 27 September 2021, MobilityOne Malaysia further subscribed for additional
1,250,000 ordinary shares in OTR for RM1 each for a total consideration of
RM1,250,000. OTR remained as a wholly-owned subsidiary company of MobilityOne
Malaysia.

 

During the financial year, M1 Merchant Sdn. Bhd. ("M1 Merchant") increased its
share capital from RM10 to RM300,000 through the allotment of 299,990 ordinary
shares of RM1 each. MobilityOne Malaysia subscribed for 179,994 ordinary
shares in M1 Merchant. The shareholding of MobilityOne Malaysia in M1 Merchant
remained as 60%.

 

Joint venture cum shareholder agreement

 

On 9 October 2021, M1 AP Sdn. Bhd. ("M1 AP"), a wholly-owned company of the
Company, entered into a joint venture cum shareholders agreement ("JVA") with
One M Tech Pty Ltd ("One M") to establish a new joint venture company in
Australia (the "JVco"). The purpose of the JVco is to explore e-commerce and
e-payment business opportunities in Australia.

 

One M is a newly registered company in Australia and its sole shareholder is
Mr. Timothy Joseph Langdon, who currently holds a management role in Southbank
Capital Pty. Ltd., a boutique investment advisory firm in Australia.

 

Pursuant to the JVA, M1 AP and One M will own 51 per cent. and 49 per cent of
the equity interest in the JVco, respectively. The JVco will have a share
capital of A$100,000 (c.£53,000) which will be fully contributed by One M.
Any future funding requirements would be funded by either borrowings or
advances from One M. Save for those mentioned above, M1 AP and One M are not
subject to any other funding commitments, no exclusivity arrangements and no
fixed time period as part of the JVA. M1 AP and One M can terminate the JVA at
any time by offering their shareholding in the JVco to the other respective
party at a price to be agreed at termination. Furthermore, pursuant to the
JVA, M1 AP will provide the payment gateway solution and the necessary
technical support to the JVco while One M will source and provide the
necessary online business platform and mobile application to market and
operate the e-payment and e-commerce businesses in Australia.

 

There have been no developments or progress made by One M since the signing of
the JVA and the Group is still in discussions with One M about the business
opportunities and the continuation of the JVA.

 

The Group does not anticipate any material revenue or earnings contribution
from the JVA to the Group in the next 12 months.

 

14.          RIGHT-OF-USE ASSETS

 

                                   Electronic
                                   Data Capture                                                                                                                                      Leasehold                                        Office
                                   equipment                                               Motor Vehicles                      Building                                              improvement                                      Equipment                                 Total
                                   £                                                       £                                   £                                                     £                                                £                                         £
 Group
 2021
 At Cost
 At 1 January 2021                327,845                                                     140,788                                   128,595                                         10,091                                                         -                                       607,319
 Additions                                       -                                              20,253                                                -                                                   -                                            -                            20,253
 Transfer to property, plant and  (319,665)                                                   (81,085)                                                -                                                  -                                                                      (400,750)

   equipment

                                                                                                                                                                                                                                                       -

                                                                                                                                                                                                                                              12,178

                                                                                                                                                                                                                                                       -
 Acquisition of subsidiary                      -                                             225,696                                          95,894                                                    -                                                                        333,768
 Expiration of lease contract                  -                                                         -                                (61,114)                                                       -                                                                        (61,114)
 Foreign exchange differences        (8,180)                                                     (472)                                      (2,024)                                        (464)                                                  151                             (10,989)
 At 31 December 2021                                       -                                   305,180                                      161,351                                      9,627                                              12,329                               488,487

 Accumulated Amortisation
 At 1 January 2021                109,281                                                   102,213                                         96,446                                     7,777                                                           -                       315,717
 Charge for the financial year      15,788                                                    41,648                            43,725                                                           978                                            2,030                          104,169
 Transfer to property, plant and  (122,538)                                                  (76,355)                                 -                                                                -

   equipment

                                                                                                                                                                                                                                                       -                        (198,893)
 Expiration of lease contract                   -                                                        -                      (60,368)                                                               -                                               -                        (60,368)
 Acquisition of subsidiary                     -                                             156,334                               19,576                                                              -                                        1,624                           177,534
 Foreign exchange differences       (2,531)                                                      (103)                             (2,370)                                                (373)                                                      45                            (5,332)
 At 31 December 2021                         -                                            223,737                                97,009                                                      8,382                                              3,699                                      332,827

 Carrying Amount
 At 31 December 2021                                    -                                   81,443                            64,342                                                           1,245                                            8,630                                   155,660

 

 

                                   Electronic
                                   Data Capture                                              Leasehold
                                   equipment           Motor Vehicles        Building        improvement        Total
                                   £                   £                     £               £                  £
 Group
 2020
 At Cost
 At 1 January 2020                368,913             143,758               131,300         9,712              653,683
 Transfer to property, plant and  (33,448)            -                     -               -                  (33,448)

    equipment
 Foreign exchange differences     (7,620)             (2,970)               (2,705)         379                (12,916)
 At 31 December 2020              327,845             140,788               128,595         10,091             607,319

 Accumulated Amortization
 At 1 January 2020                49,532              76,412                66,146          6,425              198,515
 Charge for the financial year    66,784              28,680                31,453          1,041              127,958
 Transfer to property, plant and  (4,796)             -                     -               -                  (4,796)

    equipment
 Foreign exchange differences     (2,239)             (2,879)               (1,153)         311                (5,960)
 At 31 December 2020              109,281             102,213               96,446          7,777              315,717

 Carrying Amount
 At 31 December 2020              218,564             38,575                32,149          2,314              291,602

 

 

Lease Liabilities

 

                                               Group          Group
                                               2021           2020
                                               Total          Total
                                               £              £
 At 1 January                                  149,709                          383,793
 - Effect of adoptions IFRS 16                 -                                          -
 At 1 January, restated                        149,709                          383,793
 Addition                                      14,563                                     -
 Payments                                      (122,576)                     (226,156)
 Acquisition of a subsidiary company           116,092                                    -
 Foreign currency translation differences      (2,299)         (7,928)
 At 31 December                                155,489                          149,709

 Presented as:
 Non-current                                   83,501                             55,482
 Current                                       71,988                             94,227
                                               155,489                          149,709

 

 Minimum lease payments:
 Not later than 1 year                              89,613                             98,270
 Later than 1 year but not later than 2 years       32,885                             54,482
 Later than 2 years but not later than 5 years      41,344                               5,040
 Later than 5 years                                 4,632          -
                                                    168,474                          157,792
                                                                                        (8,083)

 Less: Future finance charges                       (12,985)

 Present value of lease liabilities                 155,489                          149,709

 

15.          INVENTORIES

 

                                             Group
                                             2021             2020
                                             £                £
 At lower of cost and net realisable value:
 Airtime                                     3,112,248                   3,610,373
 Electronic date capture equipment           -                                11,439
 Card                                        6,192                              7,202
 Trading goods                               131                                   216
                                             3,118,571                   3,629,230

 Recognised in profit or loss:
 Cost of sales                               241,709,253             233,124,064
 Written off                                 182                                2,025

 

 

16.          INVESMENT IN ASSOCIATE COMPANY

 

                                               Group
                                               2021             2020
                                               £                £
 At cost:
 Unquoted shares in Malaysia                   435,800          435,800
 Additional                                    -                -
 Disposal                                      (435,800)        -
 Share of post-acquisition reserve             -                -
                                               -                435,800
 Accumulated impairment losses:
 Balance at beginning of the financial year     (435,800)        (435,800)
 Impairment                                    -                -
 Reversal due to disposal                      435,800          -
 Balance at end of the financial year           -                (435,800)

 Balance at end of the financial year          -                -

 

 

Details of the associate company are as follows:

 

 Name of Company                              Country of      Effective Interest         Principal Activities
                                             Incorporation    2021        2020

 Onetransfer Remittance Sdn. Bhd. ("OTR")    Malaysia         100%        50%           Provider for International remittance services

 

On 7 April 2021, OTR ceased to be an associated company and become a
wholly-owned subsidiary company of MobilityOne Sdn Bhd as disclosed in Note
13.

 

17.          TRADE AND OTHER RECEIVABLES

 

                                              Group                         Company
                                              2020           2020           2021       2020
                                              £              £              £          £
 Trade receivables
 - Third parties                              2,312,191      1,944,750      -          -
 Less: Accumulated      impairment loss       (12,924)       -              -          -
                                              2,299,267      1,944,750      -          -

 Other receivables
 - Deposits                                   261,886        54,859         -          -
 - Prepayments                                496,940        61,753         -          -
 - Sundry receivables                         115,205        143,570        18         18
 -  Staff advances                            4,400          11,110         -          -
                                              878,431        271,292        18         18

 Total trade and other receivables            3,177,698      2,216,042      18         18

The Group's and the Company's normal trade credit terms range from 30 to 60
days (2020: 30 to 60 days). Other credit terms are assessed and approved on a
case to case basis.

 

(a)   Ageing analysis

 

An ageing analysis of trade receivables that are neither individually nor
collectively considered to be impaired is as follows:

 

                                                   Group
                                                   2021                    2020
                                                   £                       £

 Neither past due nor                                419,540                       924,456

               impaired

 1 to 2 months past due                               424,107                      294,582
 3 to 12 months past due                           1,468,544                       725,712
                                                        1,892,657               1,020,294

                                                        2,312,191               1,944,750

(a) The Group's and the Company's normal trade credit terms range from 30 to
60 days (2020: 30 to 60 days). Other credit terms are assessed and approved on
a case to case basis.

 

Receivables that were neither past due nor impaired relate to a wide range of
customers for whom there was no recent history of default.

 

Receivables that were past due but not impaired relate to a number of
independent customers that have a good track record with the Group. Based on
past experience, management believes that no impairment allowance is necessary
in respect of these balances as there has not been a significant change in
credit quality and the balances are still considered fully recoverable.

 

18.          CASH AND CASH EQUIVALENTS

 

                                      Group                         Company
                                      2021           2020           2021           2020
                                      £              £              £              £

 Cash in hand and at banks            3,157,136      1,845,455      11,248         11,139
 Fixed deposits with licensed bank    1,508,388      2,572,421      -              -

 Cash and cash equivalents            4,665,524      4,417,876      11,248         11,139

 

(a)           The above fixed deposits have been pledged to licensed
banks as securities for credit facilities granted to the Group as disclosed in
Note 24 to the financial statements.

 

(b)           The Group's effective interest rates and maturities of
deposits are range from 1.4% - 1.75%

(2020: 1.4% - 2.6%) and from 1 month to 12 months (2020: 1 month to 12 months)
respectively.

 

 

19.          CALLED UP SHARE CAPITAL

 

                            Number of ordinary shares of £0.025 each
                                                            Amount
                            2021                            2020                 2021            2020
                                                                                 £               £
 Authorised in MobilityOne

   Limited
 At 1 January/31 December   400,000,000                     400,000,000          10,000,000      10,000,000

 Issued and fully paid in
   MobilityOne Limited
 At 1 January/31 December   106,298,780                     106,298,780          2,657,470       2,657,470

 

20.          COMPANY EQUITY INSTRUMENTS

 

                          Share          Share        Retained
                          capital        premium      earnings           Total
                          £              £            £                  £
 2021
 At 1 January 2021        2,657,470      909,472      (1,885,848)        1,681,094
 Loss for the year        -              -            (147,272)          (147,272)
 At 31 December 2021      2,657,470      909,472      (2,033,120)        1,533,822

 2020
 At 1 January 2020        2,657,470      909,472       (1,739,385)       1,827,557
 Loss for the year        -              -             (146,463)          (146,463)
 At 31 December 2020      2,657,470      909,472       (1,885,848)       1,681,094

 

 

21.          REVERSE ACQUISITION RESERVE

 

The acquisition of MobilityOne Sdn. Bhd. by MobilityOne Limited, which was
affected through a share exchange, was completed on 5 July 2007 and resulted
in MobilityOne Sdn. Bhd. becoming a wholly owned subsidiary of MobilityOne
Limited. Pursuant to a share swap agreement dated 22 June 2007 the entire
issued and paid-up share capital of MobilityOne Sdn. Bhd. was transferred to
MobilityOne Limited by its owners. The consideration to the owners was the
transfer of 178,800,024 existing ordinary shares and the allotment and
issuance by MobilityOne Limited to the owners of 81,637,200 ordinary shares of
2.5p each. The acquisition was completed on 5 July 2007. Total cost of
investment by MobilityOne Limited is £2,040,930, the difference between cost
of investment and MobilityOne Sdn. Bhd. share capital of £708,951 has been
treated as a reverse acquisition reserve.

 

 

22.          FOREIGN CURRENCY TRANSLATION RESERVE

 

The subsidiary companies' assets and liabilities stated in the Statement of
Financial Position were translated into Sterling Pound (£) using the closing
rate as at the Statement of Financial Position date and the Income Statements
were translated into £ using the average rate for that period. All resulting
exchange differences are taken to the foreign currency translation reserve
within equity.

 

                                                       2021          2020
                                                       £             £

 At 1 January                                          758,382       839,259
 Currency translation differences during the year      (65,675)       (80,877)

 At 31 December                                        692,707       758,382

The foreign currency translation reserve is used to record exchange
differences arising from the translation of the financial statements of
foreign operations whose functional currencies are different from that of the
Group's presentation currency. It is also used to record the exchange
differences arising from monetary items which form part of the Group's net
investment in foreign operations, where the monetary item is denominated in
either the functional currency of the reporting entity or the foreign
operation.

 

23.          RETAINED EARNINGS

 

Retained earnings represents the cumulative earnings of the Group attributable
to equity shareholders.

 

                             Group                                          Company
                             2021             2020                          2021              2020
                             £                £                             £                 £

 At 1 January                (1,642,052)       (3,249,152)                  (1,885,848)        (1,739,385)
 Profit/(Loss) for the year  1,524,429                1,607,100             (147,272)          (146,463)

 At 31 December              (117,623)         (1,642,052)                  (2,033,120)        (1,885,848)

 

24.          FINANCIAL LIABILITIES - LOANS AND BORROWINGS

 

                      Group
                      2021                    2020
 Non-current           £                       £
 Secured:
 Term loan            217,881                                    232,846
                         217,881                                 232,846

 Current
 Secured:
 Bankers' acceptance  1,951,020                               2,959,894
 Term loan                   7,821                                   7,588
                      1,958,841                               2,967,482

 Total Borrowings
 Secured:
 Bankers' acceptance  1,951,020                               2,959,894
 Term loan            225,702                                    240,434
                      2,176,722                               3,200,328

The bankers' acceptance and bank overdraft secured by the following:

 

                (a)           pledged of fixed
deposits of a subsidiary company (Note 18);

                (b)           personal guarantee by
Dato' Hussian @ Rizal bin A. Rahman, a Director of the Company; and

                (c)           corporate guarantee by
the Company.

 

The term loan is secured by the following:

 

(a)           Charge over the Company's building (Note 12); and

(b)           joint and several guaranteed by Dato' Hussian @ Rizal
bin A. Rahman and Derrick Chia Kah Wai, the Directors of the Company.

 

The effective interest rates of the Group for the above facilities other than
finance leases are as follows:

 

                          Group
                          2021           2020
                          %              %

 Bankers' acceptance      2.46-4.97      4.90-6.30
 Term loan                3.99           4.04

The maturity of borrowings (excluding finance leases) is as follows:

 

                                Group
                                2021             2020
                                £                £

 Within one year                 1,958,841       2,967,482
 Between one to two years        8,395           8,169
 Between two to five years       18,513          18,081
 More than five years            190,973         206,596
                                2,176,722        3,200,328

Other information on financial risks of borrowings are disclosed in Note 3.

 

25.          TRADE AND OTHER PAYABLES

 

                                         Group                         Company
                                         2021           2020           2021          2020
                                         £              £              £             £
 Trade payables
 - Third parties                         1,195,283      1,125,242      -             -

 Other payables
 - Deposits                              223,728        306,655        -             -
 - Accruals                              1,319,457      1,556,107      -             -
 - Sundry payables                       2,460,491      1,620,850      901
 - Services tax output                   4,592          7,100          -             2,900
 Amount due to subsidiary companies      -              -              367,605       195,087
                                         4,008,268      3,490,712      368,506       197,987

 Total trade and other payables          5,203,551      4,615,954      368,506       197,987
 Add: Amount due to Directors            124,426        110,991        121,915       108,415

  (Note 28)
 Add: Loans and borrowings (Note 24)     2,176,722      3,200,328      -             -
 Total financial liabilities carried at
   amortised costs                       7,504,699      7,927,273      490,421       306,402

(a)           The Group's normal trade credit terms range from 30 to
90 days (2020: 30 to 90 days).

 

(b)           Other payables are non-interest bearing. Other
payables are normally settled on an average terms of 60 days (2020: 60 days).

 

 

26.          AMOUNT DUE TO DIRECTORS

 

                               Group                     Company
                               2021         2020         2021          2020
                               £            £            £             £
 Current
 Dato' Hussian @
   Rizal bin A. Rahman         65,126       31,691       62,615        29,115
 Derrick Chia Kah Wai          48,000       72,000       48,000        72,000
 Seah Boon Chin                7,300        7,300        7,300         7,300
 Azlinda Ezrina binti Ariffin  4,000        -            4,000         -
 Total amount due to
   Directors                   124,426      110,991      121,915       108,415

 

These are unsecured, interest free and repayable on demand.

 

 

27.          RECONCILIATION OF PROFIT BEFORE TAX TO CASH GENERATED
FROM OPERATIONS

 

                                                     Group
                                                    2021                                                           2020
                                                     £                                                              £
 Cash flow from operating activities
 Profit before tax                                  2,015,835                                                                   2,257,536

 Adjustments for:
 Amortisation of intangible assets                  64,864                                                                           68,595
 Amortisation of right-of-use assets                104,169                                                                        127,958
 Bad debt written off                               36,339                                                                           16,888
 Deposit written off                                8,683                                                          -
 Depreciation of property, plant and equipment      243,980                                                                        149,028
 Gain on disposal of subsidiary company                                       -                                                              -
 Gain on disposal of property, plant and equipment                            -                                                              -
 Loss on foreign exchange - unrealised                                        -                                                              -
 Impairment investment in associate                                           -                                                              -
 Impairment loss on goodwill                        99,939                                                                                   -
 Interest expenses                                  115,620                                                                        206,541
 Inventories written off                            182                                                                                2,025
 Interest income                                    (12,867)                                                                       (86,172)
 Property, plant and equipment written off          -                                                                                        -
 Share of profit in associated                      -                                                                                        -
 Waiver of debts                                    (99,025)                                                                                 -
 Operating profit before working capital changes    2,577,719                                                                   2,742,399

 

                                                                    Group
                                                                   2021                                                                                     2020
                                                                    £                                                               £
 Decrease/(Increase) in inventories                                                  499,324                                                  (2,067,095)
 (Increase)/Decrease in receivables                                               (848,771)                                                     2,180,259
 (Increase)/Decrease in amount due to Directors & Shareholder                     13,435                                                               3,164
 Amount owing to/by related company                                                             -                                                  (76,488)
 Increase/(Decrease) in payables                                                     167,598                                                  (1,559,177)
 Cash generated from operations                                                  2,409,305                                                      1,223,062

 

                                          Company
                                         2021             2020
                                          £                £
 Cash flow from operating activities

 Loss before tax                         (147,272)         (146,463)

 Increase in trade and other receivable  -                 (18)
 Decrease in payables                    (2,000)           (3,220)
 Increase in amount due to Directors     13,500                               3,218
 Cash depleted in operations             (135,772)        (146,483)

 

28.          RELATED PARTY TRANSACTIONS

 

At the Statement of Financial Position date, the Group owed the Directors
£124,426 (2020: £110,991), the Company owed the Directors £121,915 (2020:
£108,415), the Company owed MobilityOne Sdn. Bhd. ("MobilityOne Malaysia")
£367,605 (2020: £195,087), the subsidiary companies of MobilityOne Malaysia
owed MobilityOne Malaysia £606,530 (2020: £650,689) and MobilityOne Malaysia
owed the subsidiary companies £969,611 (2020: £982,789). The amounts owing
to or from the subsidiary companies and related parties are repayable on
demand and are interest free.

 

In 2021, MobilityOne Malaysia continued to rent an office in Sabah, Malaysia
from LMS Digital Sdn Bhd ("LMS") for RM2,500 (c. £460) a month. Dato' Hussian
@ Rizal bin A. Rahman is a director and shareholder of LMS.

 

Since 27 December 2018, MBP Solutions Sdn Bhd (a subsidiary of TFP Solutions
Berhad ("TFP")) has been appointed as MobilityOne Malaysia's
agency/reseller.  Dato' Hussian @ Rizal bin A. Rahman is a director and
shareholder of TFP.

 

29.          ULTIMATE CONTROLLING PARTY

 

In the opinion of the Directors, as at 31 December 2021, the ultimate
controlling party in the Company is Dato's Hussain @ Rizal bin A. Rahman by
virtue of his shareholding.

 

 

30.          CONTINGENT LIABILITIES

 

The Group has the following contingent liabilities:

 

                                                                  Group
                                                                  2021           2020
                                                                  £              £
 Limited of guarantees
 Corporate guarantee given to a licensed bank by the Company
   for credit facilities granted to a subsidiary company          3,747,181      3,843,072

 Amount utilised
 Banker's guarantees in favour of third parties                   458,372        533,082

 

 

31.          SHARE BASED PAYMENTS

 

During the year ended 31 December 2021, the Company did not grant any new
share option to directors and employees of the Group. A total of share options
of 10,600,000 shares were granted in 2014.

 

The details of the share options granted in 2014 are shown below:

 

 Grant date                     5 December 2014
 Share price at grant date      1.5p
 Exercise price                 2.5p
 Option life                    10 years
 Expiry date                    4 December 2024

 

Up to 31 December 2021, share options of 2,000,000 shares had lapsed due to
resignation of employees and no options had been exercised.

 

32.          SIGNIFICANT EVENT

 

Outbreak of COVID-19 pandemic

 

During the financial year ended 31 December 2021, the world was still impacted
by the COVID-19 pandemic which resulted in various measures taken across the
world in order to reduce the spreading of COVID-19. As a result, the Group
implemented all the standard operating procedures recommended by the Ministry
of Health in order to reduce the spreading of COVID-19.

 

The Directors have assessed the overall impact of the COVID-19 pandemic on the
Group's operations, financial performance and cash flows. In this regard, the
Directors have concluded that there is no material adverse effect on the
Group's and the Company's financial results for the year ended 31 December
2021.

 

The Directors have prepared the financial results for the year ended 31
December 2021 having considered the impact of COVID-19 and the current
economic environment. The Directors continue to believe that it is appropriate
to adopt the going concern basis of accounting in preparing the financial
results for the year ended 31 December 2021.

 

 

33.          SUBSEQUENT EVENTS

 

On 10 February 2022, MobilityOne Sdn Bhd ("MobilityOne Malaysia") entered into
a tenancy agreement with LMS Digital Sdn Bhd ("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, MobilityOne Malaysia entered
into several ordinary course commercial agreements with TFP Solutions Berhad
("TFP") for the following products and services:

 

(i)     to integrate eWallet/eMoney into TFP's services and white
labelling the eWallet/eMoney;

(ii)    to provide various value added services (including prepaid top-up
and bill payment);

(iii)   to provide online payment gateway;

(iv)  to provide SMS blasting services;

(v)   to provide payment terminals and online payment to accept payment via
credit/debit cards and eWallets; and

(vi)  to use SAP Business One software licenses and services from TFP.

 

Dato' Hussian @ Rizal bin A. Rahman is a director and shareholder of LMS and
TFP.

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