REG - MOH Nippon PLC - Final Results, Annual Report, Notice of AGM
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RNS Number : 3513Y MOH Nippon PLC 08 September 2025
8 September 2025
MOH Nippon Plc
("MOHPLC" or the "Company")
Final Results, Publication of Annual Report and Notice of AGM
The Board of MOHPLC is pleased to announce its final results for the year
ended 31 March 2025.
Chair's Review
Dear Shareholders,
It is with great pride that I present the Annual Report of MOH Nippon Plc
("MOHPLC" or the "Company") and its subsidiary (the "Group") for the financial
year ended 31 March 2025 - a period defined by strategic transformation,
international ambition, and operational resilience. The results for the year
ended 31 March 2025 are those of Minnadeooyasan-Hanbai Co. Ltd ("MOH") with
the inclusion of MOHPLC at the acquisition date of 19 August 2024 through to
31 March 2025. The comparative results for year ended, and as at, 31 March
2024, represent the position of MOH prior to the reverse acquisition.
This was our first full reporting period following the reverse takeover of
MOHPLC and subsequent readmission to the Official List and to trading on the
Main Market of the London Stock Exchange in August 2024. That transaction not
only marked a major corporate milestone, but also established a robust
foundation for future growth as we transitioned from a special purpose
acquisition company into a high-growth, fully operational group focused on
real estate crowdfunding and development across Japan.
The loss of approximately JPY 1.15 billion (c. £5.9 million) disclosed
in our 27 May 2025 trading update has been finalised at JPY 1.47
billion (c. £7.6 million) after tax. The variance of
approximately JPY 320 million (c. £1.7 million) reflects mainly the
finalisation of income tax expense and sales tax of JPY 255 million (c. £1.3
million) for the year. Non-recurring charges related to the transaction
including reverse acquisition costs of JPY 93 million (c. £0.5 million) and a
non-cash share-based payment of JPY 1.3 billion (c. £6.7 million). Revenues
for the year reached JPY 4.0 billion (c. £20.6 million), albeit that these
were generated entirely in the first half of the year. During the second half
of the year, Japan's economic landscape saw a shift marked by rising
inflation, interest rates hikes, a weakened yen, and growing wage pressures,
all of which are driving up development and operational costs. These changes,
alongside increased investor caution and demand for higher returns, are
reshaping investment strategies and return expectations. As a result,
fundraising and development of traditional real estate projects can no longer
meet individual investors' target return of 7%. In light of this, the Group
has reviewed its strategy and is focusing on the development of advanced
technology-integrated real estate, such as cold-chain logistics and AI Data
Centres. This transition requires time and close cooperation with various
partners. Nevertheless, the Group maintained a strong balance sheet,
underpinned by net assets of JPY 5.7 billion (c. £28.6 million) at year-end,
of which JPY 688 million (c. £3.5 million) was represented by cash. Despite
the one-off non-recurring charges related to the acquisition of MOH, the
Group's underlying business remained profitable for the year.
Our strategy remains rooted in the principles of a symbiotic economy -
delivering social value through real estate investment. Up until 30 September
2024, MOH's flagship platform, MINNADEOOYASAN (Let's all be landlords),
continued to attract new investors and manage existing investors, even during
the temporary business suspension in July 2024, and is ready to do so again
once the Company progresses its plans for future projects. Our development
projects, such as the Soemon-cho and Saipan initiatives with Toshi-Souken
Invest Bank Inc ("TSIB"), reflect our capacity to scale and innovate and we
are laying the groundwork to expand into other international markets, with a
specific focus on advanced technology-integrated real estate, such as
cold-chain logistics infrastructure, powered by innovative technology from
FrostiX Co., Ltd, and with an ambition to enter the AI Data Centre development
business from FY2027.
Importantly, this year also marked the start of our journey towards
climate-related financial disclosure. The Group has completed a TCFD gap
analysis and has begun to develop a governance framework to embed climate risk
into board-level decision-making and group-wide risk management. Over the next
reporting cycle, we aim to establish appropriate metrics, calculate our Scope
1 and 2 emissions, and begin setting realistic, science-informed, ESG targets.
On behalf of the Board, I thank our shareholders for their continued support
and confidence during this pivotal time. I also express my appreciation to our
management team and employees for their commitment to operational excellence
and innovation.
We enter the new financial year with strategic clarity and an expanding
footprint. I look forward to reporting continued progress as we pursue
long-term sustainable growth with the aim of delivering value for all
stakeholders.
Yours faithfully,
Chiaki Takahashi
Chairman
5 September 2025
The financial information set out below does not constitute the Company's
statutory accounts for the years ended 30 April 2024 or 31 March 2025 within
the meaning of Section 434 of the Companies Act 2006, but is derived from
those accounts. Statutory accounts for 2024 have been delivered to the
Registrar of Companies and those for 2025 will be delivered in due course. The
auditors, MHA Audit Services LLP, have audited the 2025 financial statements.
Their report was unqualified but included a material uncertainty in relation
to going concern.
The short-term liquidity of the Group is contingent upon the receipt of
critical cash inflows from a related party in September 2025, through the
repayment of a related party receivable of ¥1.4 billion and receipts from
revenue of ¥1.8 billion. A material uncertainty has been identified in
relation to the timing of the cash flows as these are outside the control of
the Group and any delay in the receipts casts significant doubt over the going
concern status of the Group and the Company. These circumstances indicate the
existence of a material uncertainty that may cast significant doubt upon the
Group and the Company's ability to continue as a going concern.
The announcement has been prepared on the basis of the accounting policies as
stated in the financial statements for the year ended 31 March 2025. The
information included in this announcement is based on the Company's financial
statements which are prepared in accordance with International Financial
Reporting Standards ("IFRS"). The Company will publish full financial
statements that comply with IFRS on its website in due course.
Notice of Annual General Meeting ("AGM")
The Company's AGM will be held at the offices of Reynolds Porter Chamberlain
LLP, Tower Bridge House, St Katharine's Way, London, E1W 1AA on 29 September
2025 at 10.00am.
The following documents have been posted to shareholders:
1. Notice of 2025 AGM;
2. Form of Proxy for the 2025 AGM; and
3. The annual report and accounts for the year ended 31 March 2025.
Hard copies will be available to shareholders upon request to the Company
Secretary at 71-75 Shelton Street, Covent Garden, London WC2N 9JQ, and soft
copies will be available for download and inspection from the Company's
website at www.MOHnippon.com (http://www.MOHnippon.com) and, in due course,
from the FCA's National Storage Mechanism
at www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism
(http://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism)
All page number references are to the Company's annual report and accounts for
the year ended 31 March 2025.
This announcement contains inside information for the purposes of Article 7 of
Regulation 2014/596/EU which is part of domestic UK law pursuant to the Market
Abuse (Amendment) (EU Exit) regulations (SI 2019/310).
The Directors of the Company take responsibility for the content of this
announcement.
Enquiries
MOH Nippon Plc
Frankie Leung, Chief Financial Officer c/o +44 (0)20 4582 3500
Cairn Financial Advisers LLP
Emily Staples +44 (0)20 7213 0897
Jo Turner +44 (0)20 7213 0885
Louise O'Driscoll +44 (0)20 7213 0880
Gracechurch Group
Harry Chathli, Claire Norbury +44 (0)20 4582 3500
Caution regarding forward looking statements
Certain statements in this announcement, are, or may be deemed to be, forward
looking statements. Forward looking statements are identified by their use of
terms and phrases such as ''believe'', ''could'', "should" ''envisage'',
''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect",
''will'' or the negative of those, variations or comparable expressions,
including references to assumptions. These forward-looking statements are not
based on historical facts but rather on the Directors' current expectations
and assumptions regarding the Group's future growth, results of operations,
performance, future capital and other expenditures (including the amount,
nature and sources of funding thereof), competitive advantages, business
prospects and opportunities. Such forward-looking statements reflect the
Directors' current beliefs and assumptions and are based on information
currently available to the Directors.
STRATEGIC REPORT
The Directors present their Strategic Report for the year ended 31 March
2025. The results for the year ended 31 March 2025, are those of
Minnadeooyasan-Hanbai Co. Ltd ("MOH") with the inclusion of the MOH Nippon Plc
("MOHPLC") at the acquisition date of 19 August 2024 through to 31 March 2025.
The comparative results for year ended, and as at 31 March 2024, represent the
position of MOH prior to the reverse acquisition.
Business & FY2025 Overview
During the financial year, MOHPLC (formerly Bowen Fintech Plc ("Bowen"))
completed, via a reverse takeover transaction, its transition from a Special
Purpose Acquisition Company (SPAC) into a fully operational trading enterprise
listed on the Equity Shares (transition) category of the Official List and to
trading on the Main Market of the London Stock Exchange.
Bowen was set up to pursue opportunities to acquire businesses in the
technology innovations market with a main focus on companies which own
products or applications relevant to the financial services sector, although
it would also evaluate opportunities with applications relevant to other
industry sectors. On 22 December 2023, Bowen announced that it had signed a
conditional term sheet to acquire a 93.49% interest in MOH.
At the beginning of the year under review, Bowen's financial objectives under
its key performance indicators were to improve its balance sheet, commence the
process to secure an acquisition and obtain additional funding if required.
On 30 July 2024, Bowen signed a conditional sale and purchase agreement to
acquire 97.41% of MOH from Kyosei Bank Co. Ltd ("KBC") for 229,779,093 new
ordinary shares in Bowen, subject to necessary resolutions being passed at the
general meeting by shareholders, and to re-admission of the Company's shares
to trading on the Main Market of the London Stock Exchange. The prospectus,
having been approved by the FCA, was published on 31 July 2024.
On 16 August 2024, all resolutions were passed at Bowen's general meeting,
approving the acquisition of MOH (which constituted a reverse takeover under
the Listing Rules) and on 19 August 2024 the acquisition completed and the
Company's shares were re-admitted to trading. On 14 August 2024, Bowen changed
its name to MOH Nippon plc and commenced trading under the ticker 'MOH'. The
Group includes MOH Nippon Plc and its 97.41% subsidiary MOH.
On consolidation and presentation of the Group's financial position,
performance and cash flows, MOH was treated as the accounting acquirer, and
the legal parent company, MOHPLC, was treated as the accounting subsidiary, as
if MOH had acquired MOHPLC. As a result, and unlike a traditional acquisition,
the value of JPY 6,551 million (c. £34.5 million) ascribed to MOH was not
capitalised as a non-current asset but instead recorded as shareholders'
equity in the consolidated balance sheet.
The Statement of Financial Position as at 31 March 2025 shows the acquisition
of MOH by MOHPLC, which occurred on 19 August 2024. The Income Statement,
Statement of Financial Position and Statement of Cashflows shows, for the year
ended 31 March 2025, the results of MOH with the inclusion of MOHPLC from 19
August 2024. The Income Statement, Statement of Financial Position and
Statement of Cashflows at 31 March 2024 are those of MOH on a standalone
basis.
In addition, the accounting for the reverse acquisition itself is deemed to be
the issue of shares to the original Bowen Fintech Plc shareholders by MOH and
this is accounted for as a share-based paymentwhich gives rise to a non-cash
charge in the income statement of JPY 1,344 million (£6.9 million), which is
included within the reverse acquisition reserve.
The Reverse Acquisition Accountingis described in more detail in note 5 to
these financial statements.
MOH is an established crowdfunding services platform in Japan and solution
provider for local investors seeking returns from investment into real estate.
The head office is located in Tokyo and MOH is regulated under the Real Estate
Specified Joint Venture Act ("FTK Act") in Japan. During the period from 2007
to March 2025, MOH successfully solicited investments from 45,543 individual
investors in Japan and raised approximately JPY 301.6 billion (c. £1.52
billion) through crowdfunding. During the year ended 31 March 2025, MOH
fundraised JPY 24.6 billion.
The Company acquired the shares in MOH from Kyosei Bank Co., Ltd ("KBC"), a
privately owned company in Japan, as a result of which, KBC became the 80.69%
shareholder of the Company.
To date, MOH has provided services solely to a group of companies owned by
KBC. This arrangement has provided MOH with a proprietary pipeline of projects
for crowdfunding opportunities, commercialisation and development.
In addition to traditional real estate asset classes such as residential and
commercial, MOH has previously crowdfunded for the revitalisation of
traditional agricultural-type farms, the refurbishment of state-of-the-art
medical facilities and the revival of traditional cultural parks. MOH has also
more recently started to invest directly (through land purchase and
development activities) into technology-driven commercial projects, such as
cold-chain logistics facilities and has shifted its focus to the development
of advanced technology-integrated real estate, such as AI Data Centres. The
Group intends to leverage the KBC group's accumulated construction experience
to enter the AI Data Centre development business from FY2027.
Following completion of the acquisition, the Directors adopted a strategy to
continue to grow and develop the existing operations of MOH, increasing its
client base and developing its cold-chain logistics business internationally
using the Board's network, with a view to generating value for its
shareholders. This strategy may involve additional complementary acquisitions
of other businesses in the same or related sectors alongside organic growth.
Business model
The Group operates a three-pillar real-estate finance model that makes
institutional-grade property investments accessible to individual investors in
Japan while giving the Group recurring and development-linked income:
Pillar Mechanics Revenue Stream FY25 Revenue Shares FY24 Revenue Shares
(%) (%)
Crowdfunding agent MOH markets each project on the MINNADEOOYASAN® platform and signs investors 10 % fee on funds raised plus marketing fees 48% 67%
to a Specified Joint Real Estate Venture (FTK contract) with Toshi Souken
Invest Fund Inc. ("TSIF") (the operator/asset owner)
Co-management & commercialisation MOH and TSIB (both KBC affiliates) jointly develop or reposition assets that Share of residual profit on disposal 52% 33%
are then sold to TSIF
Direct development MOH acquires land, develops the project, then exits to TSIF or a third party 100 % of development profit Nil Nil-
This structure tackles the four classic barriers to individual real-estate
investment in Japan - high initial investment, management burden, poor
liquidity and price volatility - by:
· pooling investors from a minimum JPY 1 million each and
delegating all asset management to TSIF;
· providing an internal secondary market: MOH brokers transfers
back to TSIF when investors wish to exit; and
· using a preferred/subordinated capital stack in which TSIF's
subordinated tranche absorbs the first losses, protecting crowdfunders'
principal up to the size of TSIF's stake.
Thanks to this model, MOH commands c. 70 % share of Japan's Futoku-hou ("FTK")
crowdfunding market - ahead of online rivals such as Cozuchi and Creal.
Market context
The FTK market compounded at 18% CAGR between 1995 and 2020, and further
accelerated to 28.65% CAGR between 2020 and 2024, reaching JPY 426.3 billion
in FY2024 as retail investors sought yield alternatives in a zero-rate
environment. In the last 12-18 months, the property market in Japan has
changed significantly, with an increase in foreign investment and a surge in
land and property values, so that uplifts in value on traditional real-estate
development, previously achieved by MOH, appear challenging. Management
believes that the Group will achieve better results by diversifying away from
traditional real estate investment into technology-enabled real estate
projects such as AI data centres and international growth and diversification.
Competitive advantages
Sticky investor base - 45,543 investors recruited since 2007 until March 2025,
with 61% average repeat participation.
Proprietary deal flow - Exclusive pipeline from related KBC entities
(TSIF/TSIB) ensures visibility of projects and eliminates origination cost.
Regulatory - One of only 90 licence holders under the FTK Act; licence
unaffected by the reverse takeover.
Brand and track record -301.6 billion Yen (c. £1.52 billion) raised across
181 funds with no loss of principal to date
Core Strategic Pillars
1. Platform-Driven Growth in Japan
MOH operates a regulated crowdfunding platform under the FTK Act in Japan,
with a proven track record of raising capital from 45,543 individual
investors. Its proprietary MINNADEOOYASAN (Let's all be landlords) platform
remains a cornerstone of the Group's operations. The FTK market has compounded
at 18% CAGR between 1995 and 2020, and further accelerated to 28.65% CAGR
between 2020 and 2024, reaching JPY 426.3 billion in FY2024 as retail
investors sought yield alternatives in a zero-rate environment.
The Group aims to maintain this strategy by offering proprietary real estate
investment opportunities-particularly in collaboration with related parties
TSIB and TSIF, both subsidiaries of KBC, however the Group's focus will be on
investments in technology- enabled development projects rather than
traditional real-estate.
2. Expansion into Technology-Enabled Development Projects
In line with its mission to deliver "genuine asset management solutions that
bring peace of mind," MOH is actively developing a pipeline of
technology-driven projects, including:
· Cold-chain logistics infrastructure using HybridIce™ technology
(via FrostiX Co., Ltd, a KBC group company);
· A state-of-the-art medical centre; and
· Cultural regeneration initiatives and entertainment-themed
developments.
These projects target rising global demand for sustainable, digitised real
assets and the directors believe they position MOH as an innovator in the real
estate sector.
3. International Growth and Diversification
The Group's strategy is to scale beyond Japan in a phased manner:
· Medium term (1-3 years): Expand into ASEAN markets (e.g., Thailand,
Vietnam) where demand for cold-chain infrastructure is accelerating. MOH is
planning to shift from traditional real estate development and fundraising to
the development of advanced technology-integrated real estate, such as AI Data
Centres. KBC Group is currently constructing an AI Data Centre in Kitakyushu,
Japan, and MOH intends to leverage the group's accumulated construction
experience to enter the AI data centre development business from FY2027.
· Long term (3+ years): Selectively enter North American, North Africa
and European markets, focusing on jurisdictions where MOH can leverage its
development expertise, especially in technology-integrated real estate. The
Group does not currently intend to enter the UK crowdfunding market at present
but remains open to opportunistic acquisitions.
4. Strengthening ESG and Climate Resilience
The Group is developing a formal ESG and climate strategy. Following a TCFD
gap analysis in April 2025, the Group has committed to:
· Embed climate risk into enterprise risk management;
· Initiate Scope 1 and Scope 2 emissions assessments;
· Develop forward-looking sustainability KPIs for monitoring and
disclosure; and
· Integrate ESG considerations into project appraisal and capital
allocation.
5. Capital Efficiency and Organic Growth
The Group seeks to maintain its strong margin profile and cash flow through
disciplined project selection and capital-light crowdfunding models. MOH will
explore additional acquisition opportunities that enhance platform
capabilities, technology infrastructure, or international reach, provided they
are accretive and strategically aligned.
Key near-term milestones
· Sōemon-chō hospitality phase 2 - financial close and crowdfunding
launch by end of September 2025.
· Saipan beachfront resort - land draw-down and ground-breaking
anticipated in Q1 2026.
· Climate baseline - publish inaugural Scope 1 & 2 inventory with
reduction targets anticipated in Q4 2025.
Review of Results for the Year Ended 31 March 2025
The financial year ended 31 March 2025 was a transformational period for the
Group, as it marked the first year of consolidated reporting following the
reverse takeover of MOHPLC in August 2024. The prior year, FY2024, represents
MOH's standalone performance prior to acquisition, and serves as the
comparative baseline.
Revenue
Fees from Crowdfunding:
Revenue from crowdfunding fees decreased by 74% from JPY 7.4 billion in FY24
to JPY 1.9 billion in FY25 as new projects have been delayed which in turn,
halted crowdfunding activities. The reasons for the various delays are
detailed under 'Key Projects in Progress'.
Fees from Real Estate Development:
During FY25, MOH successfully completed a joint real estate development
project, the Soemon-cho project, with TSIB in Osaka, Japan, generating revenue
of JPY 2.1 billion. In FY24, MOH collaborated with TSIB on the
commercialisation, development, and sale of land from the 'Narita No.16
series', 'Narita No.17 series' and 'Narita No.18 series', contributing JPY 3.7
billion in revenue.
Administrative expenses
Administrative expenses for FY25 amounted to JPY2.1 billion, a decrease of 60%
compared to JPY 5.4 billion in FY24. Administrative expenses were
predominantly composed of advertising and promotional expenses, which totalled
JPY1.6 billion (FY24: JPY 4.9 billion), representing approximately 75% of
total administrative expense (FY24: 92%). The decrease is aligned with MOH's
fewer fundraising activities during the year.
Operating profit
Operating profit for FY25 decreased by 97% from JPY 3.1 billion in FY24 to JPY
82 million in FY25, which was due mainly to the decrease in the revenue from
crowdfunding as a result of the delay in new projects.
Loss before tax
In FY25, in addition to delays to projects which resulted in the Group not
generating any revenue in the second half of the period under review, Group
profitability was significantly impacted by one-off, non-recurring charges
related to the reverse acquisition and listing process, including:
· a non-cash share-based payment charge of JPY 1.3 billion; and
· reverse takeover expenses of JPY 93 million.
These non-operating items resulted in a consolidated Group loss before tax,
despite MOH's underlying operations for the year remaining cash generative and
profitable.
Intangible assets- Exclusive sale rights
Intangible assets- Exclusive rights decreased by JPY 8.9 million due to the
amortisation over the term of the agreement.
Guarantee deposits
Guarantee deposits increased by JPY 8.9 million represents the unwinding of
discount over the term of the agreement.
Trade and other receivables
Trade and other receivables decreased by JPY 0.19 billion, primarily due to
the decrease in prepaid advertising expenses.
Amounts due from related parties
As of 31 March, 2025, the balance of amounts due from related parties mainly
reflects a second series investment of JPY 1.4 billion in the Soemon-cho
project, a JPY 1.5 billion investment in the Saipan project paid to TISB, and
advertising expenses receivable of JPY 0.7 billion shared by TSIF.
Cash and cash equivalents
The decrease in cash and cash equivalents is primarily attributable to
investments in the Soemon-cho and Saipan projects, along with the settlement
of accounts payable totaling JPY 2.5 billion for construction work on Narita
Projects #16, #17, and #18.
Trade and other payables
The decrease in trade and other payables resulted from the payment of income
tax payable of JPY 1.1 billion and a reduction in advertising activities.
Amounts due to related parties
The decrease in amounts due to related parties is primarily due to the
settlement of accounts payable of JPY 2.5 billion for construction work
related to Narita Projects #16, #17, and #18.
Key performance indicators
The Directors regularly review financial and non-financial key performance
indicators in order to manage the business and measure its performance. These
include the following:
(1) Financial key performance indicators
· Revenue: Total income generated from the sale of goods or services
before deducting expenses.
· YoY revenue per cent.: The percentage change in revenue compared to the
same period in the previous year, indicating the growth or decline rate.
· Normalised EBITDA (earnings before adjusting items, interest, tax,
depreciation and amortisation): This metric adjusts EBITDA for unusual or
one-time expenses to provide a clearer view of ongoing operational
performance.
· Normalised EBITDA margin: Calculated by dividing normalised EBITDA by
revenue, this metric shows the percentage of revenue that represents EBITDA
after adjusting for certain items.
· Gross profit margin: Calculated by dividing gross profit (revenue minus
cost of goods sold) by revenue, this metric shows the percentage of revenue
that represents gross profit.
· Normalised net profit margin: Calculated by dividing net profit
(revenue minus all expenses including taxes, interest, and depreciation,
adjusts for unusual or one-time expenses to provide a clearer view of ongoing
operational performance) by revenue, this metric shows the percentage of
revenue that represents net profit.
JPY' million FY25 FY24
Revenue 4,009 11,107
Revenue, YoY, % -63.9% 98.8%
Normalised EBITDA 102 3,180
Normalised EBITDA margin 2.6% 28.6%
Gross profit margin 55.1% 76.2%
Normalised Net profit margin -0.8% 18.7%
(2) Non-financial key performance indicators
· Number of new inquiries: monitoring and analysing the number of new
inquiries is essential for MOH to assess market demand, drive business growth,
and improve customer engagement.
· Number of new investors: The Directors believe this indicator is
crucial for MOH as it directly impacts funding volume, diversification, market
validation, network effect, credibility and liquidity.
· Annual repeat rate and number of repeat investors: These two indicators
evaluate customer loyalty, stability, trust, cost-effectiveness, feedback loop
and competitive advantage.
· Number of total investors: the total of number of new investors and
number of repeat investors.
· Average investment per investor: This metric is used to evaluate
revenue generation, project success, risk management, investor engagement,
competitive positioning and platform growth.
· Total fundraising amount (preferred investment): This is considered by
the Directors to be the main indicator to assess MOH's overall operational
performance and success.
FY25 FY24
Number of total investors 8,131 17,460
1) Number of new investors 1,605 6,707
- Number of new inquires 35,490 85,451
- Investment ratio of new inquires 4.52% 7.85%
2) Number of repeat investors 6,526 10,753
- Annual repeat rate 80.3% 61.6%
Average investment per investor (JPY) 3,028,003 3,490,727
Total fundraising amount (preferred investment, JPY' million) 24,621
60,498
Current lack of revenue generation and future outlook
The Group's revenues for the year reached JPY 4.0 billion (c. £20.6 million),
albeit that these were generated entirely in the first half of the year. The
lack of revenue generation for the second half of the financial year was
attributable to the fact that rising inflation, interest rate hikes, a
weakened yen, and mounting wage pressures have driven up development and
operational costs. As a result, traditional real estate projects are no longer
capable of delivering the 7% target return sought by individual investors.
In light of this, the Group is undergoing a business transformation-from
traditional real estate development to the development of advanced
technology-integrated real estate, such as cold-chain logistics and AI Data
Centres. This transition requires time and close cooperation with various
partners. In addition to the economic backdrop in Japan affecting the
residential property market in general, the invested projects during the
period are facing delays that are detailed below.
Key Projects in Progress
1. Saipan Project - circa JPY 1.5 billion investment
This early-stage development project, based in Saipan, has been jointly
acquired and invested in by MOH and TSIB with MOH having invested JPY 1.5
billion to date. The objective of this investment is to establish a premium
overseas destination that expands MOH's hospitality footprint and provides
long-term revenue diversification. Once operational, the project is expected
to generate recurring income through tourism and hospitality services.
Progress: Although the project has experienced delays, the Directors
anticipate progress to be made by the end of September. Since April, the
Saipan Project has been engaged in ongoing discussions with the government
concerning the associated casino license and a bundled auction of hotel
assets. These discussions are now in their final stages, with a breakthrough
anticipated by mid-October 2025. On the basis that the bid is successfully
secured, the project will move forward in line with the rescheduled
timeline planned by a professional consultant retained by the Company.
Specifically, land drawdown and groundbreaking for properties with suspended
construction are expected to take place no later than Q1 2026. For hotels in
the complex that were completed prior to the bid, partial reoperation and
income stabilisation are targeted by the end of 2026.
2. Toretore Project - circa JPY 9 million investment
Toretore Ichiba in Nanki Shirahama is one of the largest seafood markets in
western Japan, located in Shirahama Town, Wakayama Prefecture. It boasts a
wide variety of products, including freshly caught seafood from local fishing
ports, Wakayama's regional specialties, and seasonal vegetables and fruits as
well as a variety of restaurants and attractions for families and tour groups.
Through its investment in Toretore Ichiba, MOH aims to leverage the region's
abundant marine resources and, by utilising HybridIce technology, developed by
FrostiX, establish a cold chain industry originating from Japan. This is MOH's
pilot project in developing cold chain logistics.
Progress: the project has been delayed due to negotiations over the use of
public land. While an agreement on land use has now been reached, construction
is currently on hold due to a surge in building costs. The Directors
anticipate that the project will resume by the end of December 2025.
3. Soemon-cho Project - circa JPY 3.2 billion investment
The funds invested by MOH have been allocated to the redevelopment of a prime
commercial property in the Sōemonchō area of Osaka. It is intended that the
planned Hard Rock Hotel & Residences, located in Osaka's vibrant Minami
district, will feature a bold, rock-inspired exterior and striking neon
accents, making it a standout presence in the neighbourhood. Situated at the
heart of Sōemonchō, the property is poised to become a landmark and a symbol
of this lively entertainment district.
The project aims to transform the site into a high-value, mixed-use
development that aligns with MOH's urban hospitality strategy. Over the
medium-to-long term, the investment is anticipated to deliver substantial
rental income and capital appreciation.
Progress: The first deal has been completed, and the first series investment
of JPY 1.8 billion generated JPY 4.0 billion for MOH during the first half of
the financial year.
The second series investment for which JPY 1.4 billion has been made by way of
a deposit is expected to generate real estate sales revenue of approximately
JPY 1.8 billion with repayment of the advance deposit of JPY 1.4 billion,
resulting in a total cash inflow of JPY 3.2 billion for MOH at the same
time.
Changes of Board composition
Changes of Board composition are set out on page 40 in the Directors' Report.
Outlook
As we conclude this reporting period and look to the future, it is imperative
to acknowledge the enduring economic challenges that continue to shape the
global landscape. For the Group, these complexities have been particularly
pronounced in our core business of crowdfunding services and real estate
investment. Identifying optimal real estate investment opportunities and
securing requisite funding for our investment pipeline have presented
considerable hurdles amidst prevailing market conditions, characterised by
interest rate volatility, inflationary pressures, and a generally cautious
investment climate.
Despite these significant challenges, the Board maintains optimism and firmly
believes that the most arduous phase of our journey is now behind us. This
period has been instrumental in strengthening our organisational foundations,
refining our strategic frameworks, and cultivating a more resilient and
adaptable enterprise. Our dedicated teams have demonstrated exceptional
perseverance, identified innovative solutions and enhanced our operational
capabilities to position us favorably for forthcoming opportunities.
We are confident that our strategic pillars will serve as powerful catalysts
for sustained growth. Our unwavering commitment to leveraging technology for
platform-driven expansion within Japan, coupled with our disciplined pursuit
of technology-enabled development projects, will underscore the Group's
distinctive market position. Furthermore, our strategic focus on international
growth and the enhancement of our ESG and climate resilience initiatives will,
in the Directors' view, not only generate long-term value for our shareholders
but also contribute positively to the communities in which we operate.
The Board is unified in its conviction that the Group is poised for a
promising future. While we anticipate the continued presence of challenges, we
are well-equipped with the collective experience, specialised expertise, and
resolute determination to navigate them successfully. We will maintain our
steadfast focus on disciplined capital allocation, prudent risk management,
and the identification of value-accretive opportunities. We look forward to
delivering sustainable growth and enhanced shareholder value in the
forthcoming years.
SECTION 172 STATEMENT
The Directors confirm that, during the year ended 31 March 2025, they have
acted in accordance with their duties under Section 172 of the Companies Act
2006 to promote the success of the Company for the benefit of its members as a
whole, while having regard to the wider matters set out in s.172(1)(a)-(f).
This includes consideration of the likely consequences of decisions in the
long term, the interests of employees, the need to foster relationships with
stakeholders, the impact of operations on the environment and community,
maintaining a reputation for high standards of business conduct, and acting
fairly between members of the Company.
Strategic decisions
Reverse takeover of MOH (August 2024)
The Board carefully assessed the long-term strategic benefits of acquiring
MOH, including access to a high-performing, regulated platform in Japan.
Shareholder communication and approvals were sought at a General Meeting, and
the transaction was structured to ensure alignment between legacy shareholders
and new strategic investors, Kyosei Bank Co., Ltd ("KBC").
Expansion into cold-chain logistics development
The Directors considered macro trends, investor appetite, and ESG impacts in
approving capital allocation to the "IceBox" cold-chain initiative. The use of
FrostiX HybridIce™ technology reflects a commitment to sustainable
infrastructure.
Initiation of TCFD alignment
In response to growing stakeholder interest in climate resilience and
responsible business, the Board commissioned a TCFD gap analysis and approved
the development of an ESG framework. Scope 1 and 2 emissions disclosures are
targeted for FY26, in line with stakeholder expectations and long-term
environmental risk mitigation.
Stakeholder Engagement
The Board recognises that effective engagement with key stakeholders is
essential for long-term value creation. The following stakeholder groups were
identified as material during FY25:
· Shareholders and Strategic Investors: After re-admission, the
Board maintained regular communication via RNS updates, the General Meeting,
and meetings with KBC (which became the majority shareholder (80.69%)
post-transaction). The Company has also entered into a shareholder
relationship agreement with KBC and Mr Kenichi Yanase to regulate the ongoing
relationship between the Company and its majority shareholder and to ensure
that the business carried on by the Company is managed for the benefit of the
shareholders as a whole and independently of KBC and Mr Kenichi Yanase.
· Employees: Although the UK entity had a minimal headcount at
year-end, the Directors engaged with MOH's senior management in Tokyo through
site visits and operational briefings. The integration of ESG KPIs into
management oversight reflects attention to long-term talent alignment.
· Platform Investors: The needs of 45,543 + Japanese investors were
central to product development decisions. The move to a 10% success fee model
and digital enhancements were designed to ensure simplicity, accessibility,
and continued trust.
· Joint Venture Partners (TSIF, TSIB): Project selection and
co-investment structures were developed in consultation with key affiliates in
the KBC group to ensure alignment and clarity of roles.
· Regulators: The Board ensured continued compliance with the FTK
Act in Japan and UK Listing Rules post-readmission, engaging legal and
compliance advisers throughout the reverse takeover process.
· Wider Community and Environment: In approving new developments,
the Board assessed environmental impact, community benefit, and local
employment opportunities, and began aligning with climate-risk disclosure best
practice.
Governance and Monitoring
The Board receives regular updates on stakeholder engagement and ESG risks
through quarterly review meetings. Climate-related KPIs and investor sentiment
metrics are expected to be integrated into Board papers during FY26, as part
of the evolving governance framework.
TASKFORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURE ("TCFD")
Statement of Non-Compliance
The Group is pleased to release its first integrated TCFD report for the
financial year ended 31 March 2025 (FY25). Following the reverse takeover of
MOHPLC in August 2024 and the subsequent listing of MOHPLC on the Main Market
of the London Stock Exchange on 19 August 2024, the Group entered a
significant transitional phase. Our primary focus for FY25 has been to
effectively integrate the operations and governance structures of MOHPLC and
MOH. Given the timing of the reverse takeover, the integration of
climate-related considerations across the business is in its early stages and
is still under development. However, we recognise the importance of addressing
climate-related risks and opportunities across the business and remain
committed to developing the internal processes required to fully comply with
the recommendations set forth under UKLR22.2.24R. Further, we recognise the
need for transparency on climate-related issues by investors and other
stakeholders and aim to provide the necessary assurances in this report and
going forward. The following sections of the report communicate our progress
to date, as well as our plans to enhance the Group's alignment with the TCFD
disclosure requirements in future years. Currently, the Group is reporting on
an 'explain' basis for all 11 TCFD disclosure requirements. The Company aims
to develop a comprehensive action plan for compliance in the future years and
timelines for this are documented in the table below.
TCFD Recommendations
In 2017, the Financial Stability Board (FSB) created the Task Force on
Climate-related Financial Disclosures to support market transparency on
climate-related risks and opportunities. This was followed by the release of
the TCFD disclosure recommendations, serving as a framework to support
companies with accurate and timely disclosures of climate-related risks and
opportunities. The TCFD disclosure recommendations are structured around
four key pillars, outlined below, and supported by 11 recommended disclosures.
In 2023, the Task Force on Climate-related Financial Disclosures disbanded,
with the IFRS Foundation taking over the monitoring of companies' progress
against climate-related disclosures. As a result, the TCFD recommendations
have been fully incorporated into the ISSB Standards, specifically IFRS S2,
structured around the same core pillars.
TCFD Pillar Aim
Governance Sets out the governance processes and controls for overseeing, assessing, and
managing climate-related risks and opportunities.
Strategy Sets out the identification of climate-related risks and opportunities, their
impact on the Group and their integration in the Group's strategy.
Risk Management Sets out the processes for identifying, assessing, and managing
climate-related risks, and its integration into the Group's overall risk
management.
Metrics and Targets Set outs the metrics used to assess climate-related risks and opportunities,
the disclosure of greenhouse gas
TCFD Pillar-Based Summary
TCFD Pillar Planned Actions
Governance With the reverse takeover taking place eight months before the end of the
financial year, the Group is still in the process of setting up internal
processes and governance structures. As such, we are working towards creating
formal processes for the oversight and integration of climate-related risk
management processes within the Company. the Group has assigned the
responsibility for assessing, managing and reviewing climate-related risks and
opportunities and developing of climate-related KPIs to the Audit and Risk
Committee, with the CFO responsible for the overall review of the
climate-related risks and opportunities.
The Group is committed to fully integrating climate-related oversight and
responsibilities across its governance structures in Q2 of the next financial
year (FY26). This includes integrating management roles and responsibilities
for climate-related issues into the Board, and ensuring consistent processes
for the monitoring, assessment and management of climate-related risks, in
line with current risk management processes.
Strategy The Group recognises its unique role as a crowdfunding platform in the real
estate sector, with additional activities as a real estate investor and
developer. As such, the Group acknowledges the importance of understanding
both its physical and transition climate risks relevant to its business model
and sector exposure. As this is the first year of TCFD reporting following its
August 2024 re-admission, the Group has focused initial efforts on
establishing governance processes and understanding regulatory requirements.
This includes monitoring IFRS S2 developments and the UK Sustainability
Reporting Standards. The Group will prioritise the identification of
climate-related risks and opportunities over the short, medium and long term,
in H2 of FY26.
Upon identification and assessment of short, medium and long-term
climate-related risks and opportunities, the Group will look at integrating
material considerations into its broader business strategy and financial
planning. In future years, climate scenario analysis under different warming
scenarios will also form part of these considerations.
Risk Management The Group plans to develop and integrate the processes for identifying,
assessing and managing climate-related risks into its current risk management
framework. Specifically, The Group is committed to formalising its processes
for identifying and assessing climate-related risks in Q3 of FY26. Thereafter,
the Group will prioritise the development of processes for managing
climate-related risks in Q4 FY26. for reporting in FY26.
The Group is committed to fully integrating climate-related issues in its risk
management framework and aims to do this progressively in future years. This
includes updating risk policies and integrating climate-related risks into
existing risk committee oversight responsibility and business risk practices.
By integrating climate-related risks across our risk management processes,
such risks will also form part of the Board's annual risk assessment and
quarterly review, as well as our regular internal reviews.
Metrics and Targets The Group has begun reviewing the data requirements for calculating its
greenhouse gas (GHG) emissions and is committed to conducting a carbon
footprint assessment in Q3 of FY26 and report in the FY26 TCFD report. In
preparation, the Group is in the process of identifying relevant business
activities for assessment and evaluating potential data sources. In line with
global best practice, the Group intends to align its emissions disclosures
with recognised frameworks such as the GHG Protocol.
Upon completion of the carbon footprint assessment, and once material
climate-related risks and opportunities have been assessed, the Group will
develop appropriate KPIs and targets that support the progressive integration
of climate considerations into its wider business and risk strategy. This will
ensure transparency regarding the Group's management and performance towards
climate-related issues.
PRINCIPAL RISKS AND UNCERTATINIES
Board Oversight and Risk Governance
The Board has overall responsibility for determining the Group's risk appetite
and ensuring that risk is effectively managed across the organisation. The
Audit & Risk Committee supports the Board in monitoring the effectiveness
of the risk management framework and internal control systems.
During the year, the Board reviewed the Group's principal risks and emerging
threats, including financial, operational, regulatory, and ESG-related risks.
The Board is satisfied that appropriate processes are in place to identify,
assess, and manage these risks and we believe it is crucial for us to have a
thorough understanding of how uncertainty affects our business objectives.
Accordingly, next year, we are looking to continue our work on risk
management, particularly focusing on identifying, assessing, and mitigating
potential risks that could impact our strategic objectives.
The Group's business activities expose it to a variety of risks, being foreign
investment and exchange risks, finance risks and strategic risks. To help
address the above risks, the Company has retained the services of consultants
and third-party advisers who are, together with the Directors, working to
develop appropriate actions, such as hedging policies, to manage and mitigate
these risks where possible.
Risk management
The proactive management of risk remains a priority for the Group to help
sustain the success of the business in the future. There is a range of
potential risks and uncertainties that could have a material impact on the
Group's performance. The objective of our risk management framework is to
support the business in meeting its strategic and operational objectives
through the identification, monitoring and appropriate treatment of risks
within clearly defined risk appetite levels for each risk category.
Risk management framework
Board - Overall responsibility for the risk management framework. Defines the
Group's Risk Management Policy, sets risk appetite levels for each risk
category and provides leadership on the Group's risk culture.
Audit & Risk Committee - Provides oversight, challenge and independent
assurance on the risk management framework.
Management - Day to day operational management of risk following Group
policies and embedded reporting procedures
Risk management process
To identify the risks, the Board consider the Group's strategic objectives and
what might stop the Group achieving them over the three-year period. The Board
combines a top-down strategic view with a bottom-up operational view of risks.
To assess the risks, the executive management considers the potential
financial, reputational, regulatory or operational impact, as well as the
probability of them materialising within the Group's three-year outlook
period.
To manage our risks, ownership is assigned at all levels. Management is
responsible for putting appropriate actions, controls, and procedures in place
to manage and monitor their identified risks and to verify that the controls
operate effectively.
To effectively monitor our risks, management regularly reviews the
effectiveness of its mitigation plans. Executive management and the Board
review the nature, likelihood and impact of the Group's principal risks. This
includes mitigating actions to ensure that these risks are proactively
managed. The Audit & Risk Committee reviews the risk assessment process
and monitors the risks and level of controls in place.
Financial Risk Management
We place the utmost importance on financial risk management. It is essential
to our long-term sustainability and our ability to continue growing our
business. We are aware that our stakeholders expect judicious management of
our financial resources. We carefully manage our cash and resources
accordingly, ensuring that we are well-positioned to meet our objectives.
Our approach to financial risk management is underpinned by a comprehensive
understanding of the various types of risks, including market, credit, and
operational risks. This approach supports us in safeguarding the Group's
resources and ensuring the stability of cash flows, which is crucial for
capitalising on growth opportunities and delivering value to our shareholders.
The Group's activities expose it to a variety of financial risks, mainly
credit risk and liquidity risk.
a) Credit risk
Credit risk refers to the risk that a counterparty will default on its
contractual obligations resulting in financial loss to the Group. Credit risk
arises from cash balances (including bank deposits, cash and cash equivalents)
and credit exposures to trade receivables. The Group's maximum exposure to
credit risk is represented by the carrying value of cash and cash equivalents
and other receivables.
Management has established a credit policy under which each new customer is
analysed for creditworthiness before standard payment terms and conditions are
offered. Credit limits are reviewed on a regular basis.
Trade receivables
Customer credit risk is managed at the business unit level in accordance with
the Group's established policies, procedures, and controls. Each customer's
credit quality is evaluated using a comprehensive credit rating scorecard, and
individual credit limits are set based on this assessment. Outstanding
receivables are monitored on an ongoing basis.
The Group applies the general approach under IFRS 9 to measure expected credit
losses (ECLs) on trade receivables and amounts owed from related companies. An
impairment assessment is conducted at each reporting date considering both
qualitative and quantitative information.
ECLs are calculated using a combination of:
· Probability of Default (PD)
· Loss Given Default (LGD)
· Exposure at Default (EAD)
The Group uses internally developed models and adjusts historical loss
experience to estimate PDs and LGDs, incorporating reasonable and supportable
forward-looking information.
Receivables are considered to be in default when there is evidence that the
debtor is unlikely to pay, or when payments are more than 90 days past due
without reasonable justification.
The maximum exposure to credit risk at the reporting date is the carrying
amount of each class of financial assets disclosed in Note 25. The Group
considers the concentration of credit risk to be low, given the broad
geographic and industry diversification of its customer base, which operates
across largely independent markets.
Excessive risk concentration
Concentrations of risk arise when multiple counterparties operate within
similar business sectors, geographic regions, or share economic
characteristics that could similarly impact their ability to meet contractual
obligations under changing economic, political, or other conditions. Such
concentrations highlight the Group's exposure to developments within specific
industries.
To mitigate excessive risk concentrations, the Group adheres to policies and
procedures designed to maintain a well-diversified portfolio. Identified
credit risk concentrations are actively monitored, controlled, and managed.
b) Liquidity Risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting
obligations associated with financial liabilities. The responsibility for
liquidity risks management rest with the Board of Directors, which has
established appropriate liquidity risk management framework for the management
of the Group's short term and long-term funding risks management requirements.
During the period under review, the Group has not utilised any borrowing
facilities. The Group manages liquidity risks by maintaining adequate reserves
by continuously monitoring forecast and actual cash flows, and by matching the
maturity profiles of financial assets and liabilities.
There is a liquidity risk relating to other payables and accruals, which are
due within a year. The Group monitors its risk of a shortage of funds using a
cashflow forecasting tool which considers the maturity of both its financial
liabilities and financial assets and projected cashflows from any other
activities.
c) Market risk
Market risk arises from the Group's use of interest-bearing financial
instruments. It is the risk that the fair value or future cash flows of a
financial instrument will fluctuate because of changes in interest rates
(interest rate risk) or foreign exchange rates (foreign exchange risk).
The sensitivity analyses presented in the following sections pertain to the
financial position as at 31 March 2025 and 2024. These analyses have been
prepared on the assumption that the level of net debt and the proportion of
financial instruments denominated in foreign currencies remain unchanged.
i. Interest rate risk
The Group's interest-bearing assets comprise of only cash and cash
equivalents. As the Group's interest-bearing assets do not generate
significant amounts of interest; changes in market interest rates do not have
any significant direct effect on its income.
ii. Foreign exchange risk
Foreign exchange risk arises from adverse movements in currency exchange
rates. The Group, which had during the year to 31 March 2025 its functional
currency as Japanese Yen, was exposed to minimal levels of foreign exchange
risk during the period as there was no material cost in any other currency.
At the reporting date, the Group did not have any foreign currency denominated
assets and liabilities.
The majority of the Group's financial assets are held in JPY but movements in
the exchange rate of the GBP Sterling have an impact on both the result for
the year and equity.
Principal Risks and Uncertainties
The principal risks and uncertainties of the Group are described below. The
Directors monitor and update their assessment of principal risks and
uncertainties on an ongoing basis in the context of economic landscape and
global geo-political events.
Risk Risk Description Mitigation
Related parties transactions Mr Kenichi Yanase is the shareholder of KBC. KBC is the immediate holding The Related Parties Committee comprise of Non-Executive Directors of the
company of the Group and is also the parent company of TSIB and the indirect Company, monitors and manages such conflicts of interests and to ensure that
parent of TSIF. MOH, TSIB and TSIF are all parties to the Joint Business the terms of the Joint Business Agreement and any future contracts with TSIB
Agreement pursuant to which certain pricing of projects and other related and/or TSIF or Mr Kenichi Yanase are negotiated and agreed on an arm's length
matters are negotiated on a project-by-project basis. In addition, Mr Kenichi basis. In addition, a relationship agreement has been entered into between Mr
Yanase is the father of Mr Hoken Yanase who is an Executive Director of the Kenichi Yanase, KBC, the Company and the Financial Adviser to ensure that the
Company. The above circumstances mean Mr Kenichi Yanase is potentially able to Group is able to carry on its business independently of Mr Kenichi Yanase's
influence the negotiations in respect of each project governed by the Joint direct or indirect influence and to regulate the relationship between them on
Business Agreement and any future contracts entered into between the parties. an arm's length and normal commercial basis. The Related Parties Committee is
It is possible that the entering into of any agreement might raise conflicts also responsible for approving any changes to the Joint Business Agreement
of interest between the Group and the related parties. and/or the Shared Services Agreements.
Dependency on one key client in crowdfunding service The Group has conducted all of its fundraising for a single client, TSIF, A key strategic imperative for the Group is to diversify the Group's revenue
which is an indirect subsidiary of KBC. The Group is therefore reliant on TSIF streams and mitigate concentration risks. The Group is actively planning an
continuing to purchase real estate and other services from the Group. expansion into new international markets, a move that will allow the Group to
leverage our proven technology-integrated real estate development expertise on
a broader scale.
The regulatory environment surrounding the crowdfunding industry is The regulatory environment surrounding the crowdfunding industry is To mitigate this risk, the Group proactively monitors the evolving regulatory
continuously evolving susceptible to change and the regulation in respect of the crowdfunding landscape, engaging with legal and compliance experts to ensure continuous
industry is continuously evolving. Any change in the laws and/or regulations adherence to new requirements. This allows the Group to adapt operations,
affecting the Group may have a material adverse effect on the ability of the product offerings, and compliance frameworks quickly to ensure full adherence,
Group to carry on its business, e.g. increased compliance costs, the minimizing the risk of increased costs, restricted activities, or other
prohibition of certain types of products, etc. adverse effects, and thereby safeguarding the Group's ability to conduct its
business effectively.
Stakeholder requirements and reporting requirements The need to develop more sustainable ways of doing business is vital. The Group commences to focus on providing sustainable value creation whilst
Investors, customers and a wide range of other stakeholders are increasingly being committed to operating in an ethical and responsible manner with the
wanting to form relationships with companies that have a clear plan and highest standards of corporate governance.
framework to improve their Environmental, Social and Governance (ESG)
credentials.
The Group has recently established ESG governance structure and embed this
through the development and implementation of Group policies, strengthening
A significant part of ESG risk is related to climate change and the potential carbon data reporting and developing a wider ESG reporting capabilities.
effects of both physical and transition climate related risks.
See the TCFD section on pages 14 to 15 for further details of how this risk is
being managed.
There is a risk from failing to meet increasing regulatory and reporting
requirements.
Strategic Report approval
The Strategic Report on pages 5 to 18 was approved by the Board of Directors
and signed on its behalf by:
Chiaki Takahashi
Non-Executive Chairman
5 September 2025
CONSOLIDATED INCOME STATEMENT
Year ended Year ended
31 March 2025 31 March 2024
Notes
JPY'000 JPY '000
Revenue 7 4,009,091 11,106,750
Cost of sales 7 (1,800,000) (2,647,845)
Gross Profit
2,209,091 8,458,905
Administration expenses 9 (2,146,210) (5,361,809)
Other income, net 19,204 68,751
Operating profit 9 82,085 3,165,847
Share-based payment charge as a result of listing 23 (1,344,441) -
Reverse acquisition costs 10 (92,859) -
Loss from retirement of property - (436)
Finance charge on leased assets 20 (2,415) (501)
Interest income- unwinding of discount on guarantee deposits
14 8,897 8,784
(Loss)/profit before tax (1,348,733) 3,173,694
Income tax 12 (119,058) (1,096,888)
(Loss)/profit for the year (1,467,791) 2,076,806
Allocation of (Loss)/profit for the year
Shareholders of the Company (1,468,087) 2,076,806
Non-controlling interest 24 296 -
(Loss)/profit for the year (1,467,791) 2,076,806
Basic (loss)/ earnings per share 8 (5.5676) 9.0383
Diluted (loss)/ earnings per share 8 (5.5676) 9.0383
CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME
Notes Year ended Year ended
31 March 2025 31 March 2024
JPY '000 JPY '000
(Loss)/profit for the year (1,467,791) 2,076,806
Exchange gains arising on translation of
Foreign operations 33,464 -
Total comprehensive (loss)/income for the year, net of tax (1,434,327) 2,076,806
Attributable to shareholders of the Company (1,434,623) 2,076,806
Attributable to non-controlling interest 24 296 -
(1,434,327) 2,076,806
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 March 2025 As at 31 March 2024
Notes JPY '000 JPY '000
Non-current assets
Property, plant and equipment 13 85,282 36,820
Intangible assets 14 301,640 310,537
Other non-current assets 15 709,347 700,630
Deferred tax 12 - 105,112
Total non-current assets 1,096,269 1,153,099
Current assets
Trade and other receivables 16 688,080 875,293
Inventories 17 219,160 192,910
Amounts due from related parties 27 3,626,094 753,517
Cash and cash equivalents 18 687,648 7,250,522
Total current assets 5,220,982 9,072,242
Total assets 6,317,251 10,225,341
Current liabilities
Trade and other payables 19 551,772 2,031,461
Amounts due to related parties 27 8,612 2,593,738
Lease liabilities 20 43,897 7,576
Total current liabilities 604,281 4,632,775
Non-current liabilities
Lease liabilities 20 30,546 15,119
Total non-current liabilities 30,546 15,119
5,682,424 5,577,447
Net assets
Shareholders' Equity
Share capital 21 529,841 436,753
Share premium account 21 231,355 -
Other reserves 22 1,372,167 138,747
Retained earnings 3,404,310 5,001,947
Capital and reserves attributable to owners of MOH Nippon Plc 5,537,673 5,577,447
Non-controlling interest 24 144,751 -
Total Equity 5,682,424 5,577,447
The above consolidated balance sheet should be read in conjunction with the
accompanying notes.
The financial information on pages 58 to 94 was approved and authorised for
issue by the Board of Directors on 5 September 2025 and were signed on its
behalf by:
Frankie Leung
Director
Company number: 13349097
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share Capital Share Premium account Other components of equity Reverse acquisition reserve Merger relief reserve FX translation reserve Total other reserves Retained earnings Equity attributable to owners of the parent Non-controlling interest
Total equity
JPY '000 JPY '000 JPY '000 JPY '000 JPY '000 JPY '000 JPY '000 JPY '000 JPY '000 JPY '000 JPY '000
Balance 1 April 2023 436,753 - 138,747 - - - 138,747 2,925,141 3,500,641 - 3,500,641
Total comprehensive income - - - - - - - 2,076,806 2,076,806 - 2,076,806
Balance at 31 March 2024 436,753 - 138,747 - - - 138,747 5,001,947 5,577,447 - 5,577,447
Transactions with owners
Reclassify other components of equity - - 336,753 (336,753) - - - - - - -
Recognition of non-controlling interest** - - (2,590) - - (2,590) (129,550) (132,140) 132,140 -
-
Recognition of PLC net assets at acquisition date ** - - 223,680 - - 223,680 - 223,680 - 223,680
-
Issue of shares for acquisition of subsidiary (Note 9) - - (6,114,547) 6,114,547 - - - - - -
-
Recapitalisation on reverse takeover** 138,742 - - (336,758) - (12,315) 12,315 -
93,088 231,355 (475,500)
Share-based payment charge** - - - 1,344,441 - - 1,344,441 - 1,344,441 - 1,344,441
FX on elimination of investment - - - (28,817) - - (28,817) - (28,817) - (28,817)
Total transactions with owners 93,088 231,355 (138,747) (4,775,844) 6,114,547 - 1,199,956 (129,550) 1,394,849 144,455 1,539,304
Comprehensive loss
Loss for the period - - - - - - - (1,468,087) (1,468,087) 296 (1,467,791)
Exchange differences on translation of subsidiary - - - - - 33,464 33,464 - 33,464 - 33,464
Total for the period 93,088 231,355 (138,747) (4,775,844) 6,114,547 33,464 1,233,420 (1,597,637) (39,774) 144,751 104,977
Balance at 31 March 2025 529,841 231,355 - (4,775,844) 6,114,547 33,464 1,372,167 3,404,310 5,537,673 144,751 5,682,424
* The share capital of the comparatives has been restated to reflect the
nominal value per share of the legal parent, MOHPLC.
**See note 5 for further details on the movement in reserves for the reverse
acquisition transaction.
CONSOLIDATED CASH FLOW STATEMENT
Year ended Year ended
31 March 2025 31 March 2024
Notes
JPY '000 JPY '000
Cash flows from operating activities
(Loss)/Profit for the year before tax (1,348,733) 3,173,694
Adjustments for non-cash items:
Depreciation and amortisation 13 & 14 63,996 32,056
Share based payments 23 1,344,441 -
Lease finance charge 20 2,415 501
Interest income- unwinding of discount 15 (8,897) (8,784)
Operating cash flow before working capital 53,222 3,197,467
movements
Decrease/(increase) in trade and other receivables 16 794,330 (406,108)
(Increase)/decrease in inventories 17 (26,250) (192,910)
(Increase)/decrease in amounts due from related parties 27 (2,872,577) 1,692,928
(Decrease)/increase in trade and other payables (excluding share issue costs) 19 (270,289) 1,260,024
(Decrease)/increase in amounts due to related parties 27 (2,585,126) 2,085,950
Income taxes paid (1,859,225) (1,214,945)
Net cash flows from operating activities (6,765,915) 6,422,406
Cash flows from investing activities
Guarantee deposits 15 181 500,100
Purchase of property, plant and equipment 13 (8,176) (3,668)
Cash acquired on reverse acquisition 252,440 -
Net cash inflows from investing activities 244,445 496,432
Cash flows from financing activities
Repayment of lease liabilities 20 (43,636) (17,166)
Interest paid on lease liabilities 20 (2,415) (501)
Net cash inflows from financing activities (46,051) (17,667)
Net increase in cash and cash equivalents (6,567,521) 6,901,171
Effect of foreign exchange differences 4,647 -
Cash and cash equivalents at beginning of year 7,250,522 349,351
Cash and cash equivalents at end of year 17 687,648 7,250,522
NOTES TO THE FINANCIAL STATEMENTS
1. Corporate information
MOH Nippon Plc ("MOHPLC" or the "Company"), formerly Bowen Fintech Plc, is a
public limited company incorporated in England and Wales and domiciled in the
United Kingdom (company number: 13349097). It is a public company listed on
the Official List (Equity Shares transition category) of the Financial Conduct
Authority, and which is admitted to trading on the Main Market for listed
securities of the London Stock Exchange. The registered address is 71-75
Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ.
In the period up to 19 August 2024, the activity of the Company was the
pursuit of opportunities for investment in the technology innovation market.
On 19 August 2024, the Company completed the acquisition of
Minnadeooyasan-Hanbai Co. Ltd. ("MOH") through the issuing of 229,779,093 new
ordinary shares. The principal activity of the Company and its subsidiary
are provision of crowdfunding services and investment in real estate
development projects.
These Consolidated Financial Statements as at and for the period ended 31
March 2025 comprise the Company and its subsidiary (together referred to as
the "Group") and are available at www.mohnippon.com (http://www.mohnippon.com)
.
The financial information set out in this statement does not constitute
statutory accounts as defined in section 435 of the Companies Act 2006. This
set of financial results was approved by the Board on 5 September 2025. The
financial information for the years ended 31 March 2025 and 31 March 2024 has
been extracted from the statutory accounts for each year.
The auditors' report on the 2025 statutory accounts was (i) unqualified, (ii)
did not contain a statement under section S498(2) or S498(3) of the Companies
Act 2006, but (iii) included a separate section with regard to a material
uncertainty on going concern related to the short-term liquidity of the Group
being contingent upon the receipt of critical cash inflows from a related
party in September 2025, through the repayment of a related party receivable
of ¥1.4 billion and receipts from revenue of ¥1.8 billion
The audited statutory accounts for the year ended 30 April 2024 have been
delivered to the Registrar of Companies. The auditors' report on those
accounts was (i) unqualified and (ii) did not contain a statement under
section S498(2) or S498(3) of the Companies Act 2006. MOH Nippon plc will
publish on or around 8 September 2025 its Annual Report and Accounts for the
year ended 31 March 2025 on its corporate website. The audited statutory
accounts for the year ended 31 March 2025 will be delivered to the Registrar
of Companies by the end of September 2025.
2. Basis of preparation
The audited annual Financial Statements of the Company have been prepared on a
historical cost basis, as modified by the revaluation of financial instruments
measured at fair value through profit or loss or otherwise required under IAS.
The Financial Statements have been prepared in accordance with UK-adopted
International Accounting Standards ("IAS") and the requirements of the
Companies Act 2006.
Reverse Takeover of Bowen Fintech Plc and creation of the MOH Nippon Plc group
of companies
On 19 August 2024, the Company, then named Bowen Fintech Plc, became the legal
parent of MOH. These financial statements are presented to present the
substance of a reverse takeover transaction.
Bowen Fintech Plc was renamed MOH Nippon Plc.
The results for the year ended 31 March 2025, are those of MOH with the
inclusion of the Company at the acquisition date of 19 August 2024 through to
31 March 2025.
The comparative results for year ended, and as at 31 March 2024, represent the
position of MOH prior to the reverse acquisition.
This transaction is to be deemed outside the scope of IFRS 3 (Revised 2008)
and not considered a business combination because the Directors have made a
judgement that, prior to the transaction, Bowen Fintech Plc was not a business
under the definition of IFRS 3 Appendix A and the application guidance in IFRS
3.B7-B12 due to that Company being a company that had no processes or
capability for outputs (IFRS 3.B7). On this basis, the Directors have
developed an accounting policy for this transaction, applying the principles
set out in IAS 8.10-12, in that the policy adopted is:
· relevant to the users of the financial information;
· more representative of the financial position, performance and
cash flows of the Group;
· reflects the economic substance of the transaction, not merely
the legal form; and
· free from bias, prudent and complete in all material aspects.
The accounting policy adopted by the Directors applies the principles of IFRS
3 in identifying the accounting acquirer (MOH) and the presentation of the
consolidated financial statements of the legal acquirer (MOHPLC) as a
continuation of the accounting acquirer's financial statements (MOH).
This policy reflects the commercial substance of this transaction as:
· the original majority shareholder of MOH, KBC, is the most
significant shareholder after the business combination and readmission to the
Official List of the Financial Conduct Authority and to trading on the Main
Market for listed securities of the London Stock Exchange ("Readmission"),
owning 80.69 per cent. of the issued share capital; and
· the executive management team of MOH became the executive
management of MOHPLC.
Accordingly, the following accounting treatment and terminology has been
applied in respect of the reverse acquisition:
· the assets and liabilities of the legal subsidiary MOH are
recognised and measured in the Group financial statements at the
pre-combination carrying amounts, without remeasurement to fair value;
· the retained earnings and other equity balances recognised in the
Group financial statements reflect the retained earnings and other equity
balances of the MOH immediately before the business combination; and
· the results of the period from 1 April 2024 to 19 August 2024 are
those of the MOH only.
However, in the Group financial statements:
· the equity structure presented reflects the equity structure of
the legal parent (MOHPLC), including the equity instruments issued under the
share-for-share exchange to effect the business combination; and
· the cost of the combination has been determined from the
perspective of MOH
· Transaction costs of equity transactions relating to the issue
and re-admission of the Company's ordinary shares are accounted for as a
deduction from equity where they relate to the issue of new ordinary shares,
and listing costs are charged to the consolidated statement of comprehensive
income. See note 5 for further explanation.
The legal parent, MOHPLC changed its accounting reference date to 31 March
2025 during the year to align with MOH. The separate parent financial
statements presented from pages 95 to 106 are for the 11-month period ending
31 March 2025.
The financial statements are presented in Japanese Yen which is the functional
currency of the operating company MOH and all values are rounded to thousands
of Japanese Yen (JPY).
The following accounting policies have been applied consistently in dealing
with items which are considered material in relation to the Company's
Financial Statements.
Basis of Consolidation
The consolidated financial statements incorporate the financial statements of
the Company and entities controlled by the Company (its subsidiary
undertaking). Where necessary, adjustments are made to the financial
statements of the subsidiary to bring its accounting policies in line with
those of the Group. All intra-Group transactions, balances, income and
expenses are eliminated on consolidation.
Subsidiaries are entities controlled by the Group. The Group "controls" an
entity when it is exposed to, or has rights to, variable returns from its
involvement with the entity and has the ability to affect those returns
through its power over the entity. The financial statements of the subsidiary
are included in the consolidated financial statements from the date on which
control commences until the date on which control ceases.
Non-controlling interests are measured initially at their proportionate share
of the legal acquiree's identifiable net assets at the date of acquisition.
Going concern
The Directors have carefully reviewed the Group's budgets and cash flow
forecasts for the forthcoming year. These have been prepared with due
consideration for the current economic climate and the specific operational
circumstances of the Group. The forecasts are based on historical performance,
current market knowledge, and the Group's future strategic plans.
To assess the Group's resilience, the cash flow forecasts covering the going
concern period have been stress-tested by modelling a significant downturn.
Specifically, a scenario was considered that includes a further revenue
reduction of 50% compared to the current financial year. Even under this
severe stress-test scenario, the Directors are confident that the Group has
sufficient resources to meet its obligations for a period of at least 12
months from the date of approval of these financial statements.
During the financial year, the Group made a second-series investment of JPY
1.4 billion in the Soemon-cho Project. This investment is anticipated to
generate real estate sales revenue of approximately JPY 1.8 billion in
September 2025, leading to a total projected cash inflow of JPY 3.2 billion.
However, the timing and successful completion of this disposal are not
entirely within the Group's control, and there is a material uncertainty
surrounding the receipt of these proceeds. While the Directors are confident
in the project's success, this uncertainty could, if the transaction were
significantly delayed or failed to complete, cast significant doubt on the
Group's ability to continue as a going concern.
After careful consideration of these matters, including the results of our
stress-testing and the potential risks associated with the Soemon-cho Project,
the Directors have concluded that the continued use of the going concern basis
is appropriate. The Group's financial statements have therefore been prepared
on this basis, assuming the Group will continue in operational existence for
the foreseeable future.
New Standards, interpretations and amendments adopted in these financial
statements
The Group has applied the following standards and amendments for the first
time for its annual reporting period commencing 1 April 2024:
• IAS 1 Presentation of Financial Statements (Amendment -
Classification of Liabilities as Current or Non-current);
• IAS 1 Presentation of Financial Statements (Amendment -
Non-current Liabilities with Covenants);
• IFRS 16 Leases (Amendment - Liability in a Sale and Leaseback)
• IAS 7 and IFRS 7 Supplier finance arrangements (Amendments-
disclosures)
None of the standards or amendments which became effective in the year had a
significant impact on the Group.
Standards and interpretations issued but not yet applied
Certain new accounting standards and interpretations have been published that
are not mandatory and have not yet been adopted by the Group in its annual
financial statements for the year ended 31 March 2025:
New standard or amendment Effective date (annual periods beginning on or after):
Amendments to IAS 21 to clarify the accounting when there is a lack of 1(st) January 2025
exchangeability
Amendment to IFRS 9 and IFRS 7 - Classification and Measurement of Financial 1(st) January 2026
Instruments
Annual improvements to IFRS - Volume 11 1(st) January 2026
IFRS 18 Presentation and Disclosure in Financial Statements 1(st) January 2027
IFRS 19 Subsidiaries without Public Accountability: Disclosures 1(st) January 2027
The Company will continue to assess any impact on the Company from the
adoption of these amendments. It is not anticipated that any of these will
have a material impact on the Company's Financial Statements.
3. Accounting policies
Details of significant accounting policies are set out below.
Revenue and cost of sales recognition
Revenue is recognised in accordance with the requirements of IFRS 15 'Revenue
from Contracts with Customers'.
The Group recognises revenue at the amount to which it expects to be entitled
when control of the real estate is transferred to its customers or services
are delivered to its customers. Control is generally transferred when the
Group has a present right to payment and title and the significant risks and
rewards of ownership of products or services are transferred to its customers.
The Group's main business activity is operating as a funding platform that
facilitates and arranges real estate crowdfunding in Japan. The Group's
revenue consists of fundraising commission fee and income from real estate
joint development. For the fundraising commission fee, services are delivered
when customers sign the agreement, and funds are subsequently transferred by
the customers. For revenue from real estate joint development, control is
transferred on the effective date of the transaction contract for the sale of
real estate. Payments for fundraising commission fee and real estate joint
development business are collected within a short period following the
transfer of control or the commencement of the delivery of services, as
applicable.
Cost of sales relate to delivered real estate, including land development
costs, and building construction costs are recognised as cost of sales as
incurred.
The Group applies the 5-step approach under IFRS 15 to recognize revenue from
the sales of goods and services, as follows:
Fees from crowdfunding Revenues from real estate business
1. Identify the contract
Approval Joint Business Agreement
Real Estate Purchase and Share Agreement
Rights Assist TSIF in the operations related to the Real Estate Joint Business Develop the subject real estate and transfer the developed subject real estate
Conducted to TSIF
Payment terms Stated in the Real Estate Purchase and Sale Agreement
Commercial Substance Revenue from service Revenue from selling goods
Collectability Yes: Stated in the Real Estate Purchase and Sale Agreement
2. Identify separate performance obligations
Good or Service Service: operational support, mainly formation, design and selling fund Goods: Selling Real Estates
products
Entity's promise Promises made in contracts & agreements
3. Determine the transaction price Pro-rated from the sale price of the real estate The sale of real estate price is determined by negotiation between seller and
buyer based on the market price
4. Allocate transaction price to performance obligations N/A
5. Recognise revenue when each performance obligation is satisfied At a point in time At a point in time (will be reviewed for any contracts in the future for which
revenue needs to be recognised over time)
Segmental Reporting
The Group consists of a non-operating parent company in the UK and the
operating company in Japan.
Operating segments are reported in a manner consistent with the internal
reporting provided to the directors. MOH's primary reporting format is
determined by the geographical segment according to the location of its
establishments. There is currently only one operating segment with two revenue
streams, i.e., commission business and real estate business. All of the
revenue is derived from one single geographic segment, Japan.
Financial instruments
Financial assets and liabilities are recognised in the statement of financial
position when the Group becomes a party to the contractual provisions of the
instrument. The Group's financial instruments comprise guarantee deposits,
cash, trade and other receivables, trade and other payables, and lease
liabilities.
Non-current assets- Guarantee deposits
Non-current guarantee deposits relate to contractual deposits paid to third
parties in accordance with service agreements. These deposits are classified
as financial assets under IFRS 9 Financial Instruments.
They are initially recognised at fair value and subsequently measured at
amortised cost using the effective interest method, unless the effect of
discounting is immaterial.
See policy on intangible assets- exclusive sales rights, for completeness.
Trade and other receivables
Trade and other receivables are initially measured at transaction price, net
of direct transaction costs and subsequently measured at amortised cost.
The cost is reduced by impairment losses. Any interest income, foreign
exchange gains and losses and impairment are recognised in profit or loss. Any
gain or loss on derecognition is recognised in profit or loss.
The Group will write-off financial assets, either in their entirety or a
portion thereof, if there is no reasonable expectation of its recovery. A
write-off constitutes a derecognition of a financial asset.
Cash and cash equivalents
The Group manages short-term liquidity through the holding of cash. Only
deposits that are readily convertible into cash with maturities of three
months or less from inception, with no penalty of lost interest, which are
subject to an insignificant risk of changes in value, are shown as cash and
cash equivalents.
Impairment of financial assets
An impairment loss is recognised for the expected credit losses on guarantee
deposits, trade receivables and amounts due from related companies, when there
is an increased probability that the counterparty will be unable to settle an
instrument's contractual cash flows on the contractual due dates, a reduction
in the amounts expected to be recovered, or both. The Group has applied the
general ECL model in accordance with IFRS 9. Under this model, the Group
measures loss allowances at an amount equal to lifetime expected credit losses
(ECLs) from the point of initial recognition, where it is determined that a
12-month ECL does not adequately reflect credit risk. Lifetime ECLs represent
the expected credit losses that result from all possible default events over
the expected life of a financial instrument and are calculated as a product of
Probability of default (PD), Loss given default (LGD) and Exposure at default
(EAD).
The probability of default and expected amounts recoverable are assessed using
reasonable and supportable past and forward-looking information that is
available without undue cost or effort.
Changes in expected credit losses are recognised in the Consolidated Income
Statement.
Financial liabilities and equity
Financial liabilities are contractual obligations that requires an entity to
deliver cash, another financial asset, or exchange financial instruments under
potentially unfavourable conditions.
Trade and other payables
Trade and other payables are initially measured at transaction price, net of
direct transaction costs and subsequently measured at amortised cost.
Equity
An equity instrument is any contract that evidences a residual interest in the
assets of the Company after deducting all of its liabilities. Equity
instruments issued by the Company are recorded at fair value on initial
recognition net of transaction costs.
Equity comprises the following:
§ Called up share capital represents the nominal value of the equity shares.
§ Share Premium represents the amount received in excess of the nominal (or
par) value of its shares when those shares are issued. It is recorded in a
separate reserve within equity, known as the share premium account.
§ FX translation reserve - includes exchange differences arising from the
translation of foreign operations' assets, liabilities, income, and expenses
into the Group's presentation currency. These differences are recognised in
other comprehensive income and reclassified to profit or loss upon disposal of
the relevant foreign operation.
§ Merger Relief Reserve is a statutory, non-distributable reserve arising
when conditions set out in section 612 of the Companies Act 2006 occur and
relate to the premium from shares issued to acquire MOH
§ Retained earnings/ losses represents accumulated net gains and losses from
incorporation recognised in the Statement of Comprehensive Income.
§ Reverse Acquisition Reserve includes the accumulated losses incurred prior
to the reverse acquisition and the share capital and share premium of Bowen
Fintech Plc (renamed MOHPLC) at acquisition; the value of the shares issued to
acquire all of the share capital of MOH; as well as the reverse acquisition
share-based payment expense.
§ Non-controlling Interest represents the accumulated net gains and losses of
MOH, along with the equity at the transaction date, attributable to the
minority shareholders.
Leases
Right of use assets
The Group recognises right-of-use assets at the commencement date of the lease
(i.e. the date the underlying asset is available for use). Right-of-use assets
are measured at cost, less any accumulated depreciation and impairment losses,
and adjusted for any remeasurement of lease liabilities. The cost of
right-of-use assets includes the amount of lease liabilities recognised,
initial direct costs incurred, and lease payments made at or before the
commencement date less any lease incentives received.
Depreciation of Right Of Use Assets
The right-of-use asset is depreciated on a straight-line basis over the
shorter of the lease term and the estimated useful lives of the assets. Term
used for the reporting period, is as below-
§ Leasehold property - 3 to 9 years
§ Leased plant and equipment - over 5 to 6 years
In addition, the right-of-use asset is periodically reduced by impairment
losses, if any, and adjusted for certain remeasurements of the lease
liability.
Lease liabilities
At the commencement date of the lease, the Group recognises lease liabilities
measured at the present value of lease payments to be made over the lease
term. The lease payments include fixed payments (including in substance fixed
payments) less any lease incentives receivable, variable lease payments that
depend on an index or a rate and amounts expected to be paid under residual
value guarantees.
In calculating the present value of lease payments, the Group uses the
incremental borrowing rate at the lease commencement date. After the
commencement date, the amount of lease liabilities is increased to reflect the
accretion of interest and reduced for the lease payments made. The carrying
amount of lease liabilities is remeasured if there is a modification, a change
in the lease term, a change in the lease payments (e.g. changes to future
payments resulting from a change in an index or rate used to determine such
lease payments) or a change in the assessment of an option to purchase the
underlying asset.
Lease payments are allocated between principal and finance cost. The finance
cost is charged to profit or loss over the lease period.
Short-term leases and leases of low-value assets
The Group does not apply the IFRS 16 exemption for leases of low-value assets.
All leases are recognised on the balance sheet unless they meet the short-term
lease exemption criteria.
Property, plant and equipment
Recognition and measurement
Property, plant and equipment are measured at cost, which includes capitalised
borrowing costs, less accumulated depreciation and any accumulated impairment
losses. If significant parts of an item of property, plant and equipment have
different useful lives, then they are accounted for as separate items (major
components) of property, plant and equipment.
Any gain or loss on disposal of an item of property, plant and equipment is
recognised in profit or loss.
Depreciation
Depreciation is calculated to write off the cost of items of property, plant
and equipment less their estimated residual values using the straight-line
method over their estimated useful lives and is recognised in profit or loss.
The estimated useful lives of property, plant and equipment for current and
comparative periods are as follows:
§ Buildings - 47 years
§ Plant and equipment - 10 years
§ Furniture and fixtures - 3 to 15 years
Non-current assets are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. An
impairment loss is recognised for the amount by which the asset's carrying
value exceeds its recoverable amount. The recoverable amount is the higher of
an asset's fair value less costs to sell and value in use. Value in use is
based on the present value of the future cash flows relating to the asset and
is determined over periods which are deemed to appropriately reflect the
minimum expected period that the cash generating unit will operate for.
Intangible assets- Exclusive sales rights
Exclusive sales rights represent the fair value of exclusive contractual
rights received as part of guarantee deposit contractual agreements.
Where guarantee deposits are paid and the Company receives exclusive sales
contractual rights, the present value of the deposit is recognised as a
financial asset, and the difference between the nominal value and present
value is capitalised as an intangible asset representing the acquired rights.
The intangible asset is amortised over the term of the agreement. The deposit
is subsequently measured at amortised cost, with the discount unwound to the
income statement over the term. See policy on guarantee deposits for
completeness.
Inventories
Inventories consist of the development costs associated with planning, and
properties under construction and are stated at the lower of cost and net
realisable value. Cost comprises direct materials and, where applicable,
direct labour costs and those overheads that have been incurred in bringing
the inventories to their present location and condition. Net realisable value
represents the estimated selling price less all estimated costs of completion
and costs to be incurred in marketing, selling and distribution.
Taxation
Income tax expense represents the sum of the tax currently payable and
deferred tax. Taxable profit differs from net profit as reported in the
statement of comprehensive income because it excludes items of income and
expense that are taxable or deductible in other years, and it further excludes
items that are never taxable or deductible. MOH's liability for current tax is
calculated using tax rates that have been enacted or substantively enacted by
the end of the reporting period.
Deferred tax is recognised on temporary differences between the carrying
amount of assets and liabilities in the consolidated financial statements and
the corresponding tax bases used in the computation of taxable profit.
Deferred tax liabilities are generally recognised for all taxable temporary
differences.
Deferred tax assets are generally recognised for all deductible temporary
differences to the extent that it is probable that taxable profits will be
available against which those deductible temporary differences can be
utilised. Such deferred tax assets and liabilities are not recognised if the
temporary differences arise from goodwill or from the initial recognition
(other than in a business combination) of other assets and liabilities in a
transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences
associated with investments in subsidiaries, except where MOH is able to
control the reversal of the temporary difference and it is probable that the
temporary difference will not reverse in the foreseeable future.
Deferred tax assets arising from deductible temporary differences associated
with such investments are only recognised to the extent that it is probable
that there will be sufficient taxable profits against which to utilise the
benefits of the temporary differences, and they are expected to reverse in the
foreseeable future.
Current or deferred tax for the year is recognised in profit or loss, except
when it relates to items that are recognised in other comprehensive income or
directly in equity, in which case the current and deferred tax is also
recognised in other comprehensive income or directly in equity respectively.
Where current tax or deferred tax arises from the initial accounting for a
business combination, the tax effect is included in the accounting for the
business combination
4. Use of judgements and estimates
In preparing the financial statements, management has made judgements and
estimates that affect the application of the Group's accounting policies and
the reported amounts of assets, liabilities, income, expenses, shareholders'
equity and reserves. Actual results may differ from these estimates. Estimates
and underlying assumptions are reviewed on an ongoing basis. Revisions to
estimates are recognised prospectively.
In the process of applying the Group's accounting policies, management has
made the following judgements, which have the most significant effect on the
amounts recognised in the financial statements:
Reverse Acquisition Accounting
The MOH Nippon Plc Group of companies was formed by MOH reverse-acquiring
Bowen Fintech Plc (a "reverse takeover") on 19 August 2024. Bowen Fintech Plc
was then renamed MOH Nippon Plc. The board used judgement in applying Reverse
Acquisition Accounting principles and used significant estimates and
assumptions as to the share price to value the consideration shares issued by
Bowen Fintech Plc to the owners of MOH Further details are in note 5.
Guarantee deposits- Measurement of fair value and Amortised cost
The Group exercises judgement in determining the classification of guarantee
deposits paid to a related party. These deposits are assessed as financial
assets measured at amortised cost under IFRS 9, as they represent amounts
contractually recoverable in cash at the end of the related agreements.
These deposits are initially recognised at fair value, which requires an
estimate of the present value of future recoverable cash flows, discounted
using an appropriate market rate of interest. Management assesses whether the
impact of discounting is material based on the duration and amount of the
deposit. Where material, the discount is recognised, and the deposit is
subsequently measured at amortised cost using the effective interest method.
Sensitivity Analysis - Discount Rate Applied to Guarantee Deposits
The Group has recognised a non-current guarantee deposit of JPY 1 billion at
amortised cost, discounted at a rate of 1.2863%. A 10-basis point increase or
decrease in the discount rate would have the following impact on the carrying
amount at the reporting date:
Carrying amount Change
JPY'000 JPY'000
Discount rate: 1.1863% 718,067 19,707
Discount rate: 1.2863% (base) 698,360 -
Discount rate: 1.3863% 679,204 (19,156)
Intangible assets- Exclusives sales rights
Management has exercised judgment in determining that the exclusive rights
acquired under a 31-year agreement in exchange for a refundable guarantee
deposit meet the recognition criteria of IAS 38. The rights are deemed
identifiable, controlled by the entity through contractual terms, and expected
to generate economic benefits. The intangible asset recognised corresponds to
the difference between the contractual undiscounted amount and its present
value. See accounting policy on these intangible assets in note 2.
Impairment of financial assets
The measurement of expected credit losses (ECLs) on financial assets requires
management to make significant judgements and estimates, particularly where
lifetime ECLs are recognised from initial recognition. These estimates involve
complex modelling and the use of assumptions about future economic conditions,
borrower behaviour, and credit risk.
The Group applies the general ECL model under IFRS 9 and recognises lifetime
expected credit losses for certain financial assets- trade receivables and
amounts owed by related companies. The key areas of estimation and judgement
include:
· Determining Significant Increase in Credit Risk
· Probability of default (PD)- PDs are estimated based on
historical data, adjusted for current and forecast economic conditions
· Loss given default (LGD)- LGD is based on estimates of the
expected recoveries in the event of default, considering the historical
recovery rates and forward-looking factors.
· Exposure at default (EAD)- EAD is based on expected repayment
schedules
· Forward looking information- ECL calculations incorporate
multiple macroeconomic scenarios (e.g. base case, downside, and upside), which
require judgement in selecting appropriate economic indicators and assigning
scenario weights. These scenarios may include estimates of GDP growth,
inflation, unemployment rates, and interest rates.
The Group reviews ECL models and assumptions at each reporting date and
updates them where necessary to reflect current expectations.
Deferred taxes
The recognition of deferred tax assets and liabilities requires management to
make significant judgements and estimates regarding the timing and amount of
taxable profits in future periods.
Deferred tax assets are recognised only to the extent that it is probable that
sufficient taxable profits will be available against which deductible
temporary differences, unused tax losses, and tax credits can be utilised.
This assessment involves estimating future profitability based on budgets,
forecasts, and the Group's tax planning strategies.
5. Reverse Acquisition of Minnadeooyasan-Hanbai Co. Ltd
On 19 August 2024, Bowen Fintech Plc (subsequently renamed MOH Nippon Plc)
acquired through a share for share exchange, 97.41% of the share capital of
MOH, whose primary business activity revolves around serving as a funding
platform that facilitates and arranges real estate crowdfunding activities in
Japan.
Although the transaction resulted in MOH becoming a subsidiary of the Company,
the transaction constitutes a reverse acquisition, as the previous
shareholders of MOH own a substantial majority of the ordinary shares of the
Company and the executive management of MOH became the executive management of
Bowen Fintech Plc (renamed MOH Nippon Plc).
In substance, the shareholders of MOH acquired a controlling interest in Bowen
Fintech Plc and the transaction has therefore been accounted for as a reverse
acquisition. As Bowen Fintech Plc's activities prior to the acquisition were
purely the maintenance of its listing, managing cash payments to suppliers
towards completion of the reverse acquisition and satisfying filing
obligations, it did not meet the definition of a business in accordance with
IFRS 3.
Accordingly, this reverse acquisition does not constitute a business
combination and was accounted for in accordance with IFRS 2 "Share-based
Payments" and associated IFRIC guidance.
Although the reverse acquisition is not a business combination, the Company
has become a legal parent and is required to apply IFRS 10 and prepare
consolidated financial statements. The Directors have prepared these financial
statements using the reverse acquisition methodology, but rather than
recognising goodwill, the difference between the equity value given up by the
MOH's shareholders and the share of the fair value of net assets gained by the
MOH shareholders is charged to the statement of comprehensive income as a cost
of listing on reverse acquisition.
In accordance with reverse acquisition accounting principles, these
consolidated financial statements represent a continuation of the consolidated
statements of MOH and include:
a. the assets and liabilities of MOH at their pre- acquisition
carrying value amounts and the results for the periods presented; and
b. the assets and liabilities of the Company as at 19 August
2024 and its results from the date of the reverse acquisition (19 August 2024)
to 31 March 2025.
On 19 August 2024, Bowen Fintech Plc (renamed MOH Nippon Plc) issued
229,779,093 ordinary shares to acquire 97.41% of the share capital of MOH at a
share price of £ 0.15 per share.
On consolidation and presentation of the Group's financial position,
performance and cash flows, MOH, was treated as the accounting acquirer, and
the legal parent company Bowen Fintech Plc (renamed MOH Nippon Plc), was
treated as the accounting acquiree.
The fair value of the ordinary shares deemed to have been issued by MOH was
calculated at JPY 1,568 million (£ 8.25 million) based on an assessment of
the purchase consideration for a 100% holding of Bowen Fintech Plc (renamed
MOH Nippon Plc) on 19 August 2024.
The fair value of the net assets of Bowen Fintech Plc (renamed MOH Nippon Plc)
at acquisition was as follows:
JPY'000s
Cash and equivalents 252,440
Other assets 11,323
Accounts payable and other liabilities (40,084)
Net assets 223,679
The difference between the deemed cost JPY 1,568 million and the fair value of
the net assets assumed per above of JPY 223.68 million resulted in JPY 1,344
million being expensed to the income statement with a corresponding credit to
the reverse acquisition reserve in accordance with IFRS 2, Share Based
Payments, reflecting the economic cost to MOH shareholders of forming a quoted
entity.
The professional fees incurred by the Group for the reverse acquisition
transaction, in the period were JPY 93 million, and they were expensed to the
income statement.
The ReverseAcquisition Reservewhich arose from the reverse takeover is made up
as follows:
Reverse
Acquisition Reserve
Note JPY '000s
Pre-acquisition total net assets of Bowen Fintech Plc 1 223,679
Investment in MOH 2 (6,551,300)
Reverse acquisition expense 3 1,344,441
Recapitalisation of:
- Bowen Fintech share capital at acquisition, to share capital of 4 (93,088)
MOH Nippon Plc
- Bowen Fintech share premium at acquisition, to Share premium 5 (231,355)
- Ordinary share capital of MOH less Non-controlling interest 6 94,975
- Preference share capital of MOH less Non-controlling interest 7 2,435
- Other components of equity of MOH less Non-controlling interest 8 463,186
- Foreign exchange differences 9 (28,817)
(4,775,844)
1. Recognition of pre-acquisition equity of Bowen
Fintech Plc (renamed as MOH Nippon Plc) as at 19 August 2024.
2. The value of the ordinary shares issued by the
Company in exchange for 97.41% share capital of MOH.
3. The reverse acquisition expense represents the
difference between the value of the equity issued by the Company, and the
deemed consideration given by MOH to acquire the Company.
4. Recapitalisation of share capital of Bowen Fintech
Plc (renamed as MOH Nippon Plc), before the issue of new ordinary shares-
55,000,000 ordinary shares @ £0.01 per share, equivalent to JPY of 93.088
million, based on the historical exchange rates.
5. Recapitalisation of share premium of Bowen Fintech
Plc (renamed as MOH Nippon Plc), before the issue of new ordinary shares-
£1,352,043, equivalent to JPY 231.3 million, based on the historical exchange
rates.
6. Recapitalisation of ordinary share capital of MOH,
excluding the share of non-controlling interest.
7. Recapitalisation of preference share capital of
MOH, excluding the share of non-controlling interest.
8. Recapitalisation of other components of equity of
MOH, excluding the share of non-controlling interest.
9. Recognition of foreign exchange differences on the
elimination of investment in of MOH to recognise the Reverse acquisition
reserve.
6. Segmental Reporting
The Group comprises a non-operating parent entity, MOHPLC and one operating
subsidiary, MOH. The operating results of MOH are managed and monitored
independently from MOHPLC, which performs only holding company functions and
does not currently engage in revenue-generating activities.
Based on internal reporting provided to the Group's Chief Operating Decision
Maker (CODM), who is the Group's Chief Executive Officer, the Group has
identified one reportable operating segment, corresponding to MOH. MOHPLC does
not constitute an operating segment under IFRS 8. Management currently
identifies the Crowdfunding and Real estate business service lines as the two
streams of revenue under the one operating segment, based on one geographical
region- Japan (refer to Note 3 - Accounting Policies).
Segment information for the reporting period is as follows:
Year ended 31 March 2025 Commission revenue Real estate business Total
JPY '000 JPY '000 JPY '000
Revenue 1,909,091 2,100,000 4,009,091
Cost of Sales - (1,800,000) (1,800,000)
Segment profit 1,909,091 300,000 2,209,091
General and administrative expenses (2,106,720)
Operating profit - Operating segment (MOH) 102,371
Interest income- unwinding of discount 8,897
Net non-operating income 19,204
Profit before tax - Operating segment 130,472
Tax expense (119,058)
Loss after tax- Operating company 11,414
Operating expenses of the UK non-operating parent company (MOHPLC)
(134,764)
Share-based payment charge (see note 23) (1,344,441)
Loss for the group for the year ending 31 March 2025 (1,467,791)
Year ended 31 March 2024 Commission revenue Real estate business Total
JPY '000 JPY '000 JPY '000
Revenue 7,404,500 3,702,250 11,106,750
Cost of Sales - (2,647,845) (2,647,845)
Segment profit 7,404,500 1,054,405 8,458,905
General and administrative expenses (5,362,310)
Operating profit - operating segment (MOH) 3,096,595
Interest income- unwinding of discount 8,784
Net non-operating income 68,315
Profit before tax 3,173,694
Tax expense (1,096,888)
Profit after tax 2,076,806
Profit for the group for the year ending 31 March 2024 2,076,806
Segment operating assets
Year ended Year ended
31 March 2025 31 March 2024
JPY '000 JPY '000
Non-current assets:
Property, plant and equipment 85,282 36,820
Intangible assets 301,640 310,537
Other non-current assets 709,347 700,630
Deferred tax assets - 105,112
Current assets:
Trade and other receivables 684,205 875,293
Inventories 219,160 192,910
Amounts owed by related parties 3,626,094 753,517
Cash 549,321 7,250,522
Total assets - Operating entity 6,175,049 10,225,341
Assets of the UK non-operating parent company 142,202 -
Total operating assets as reported on the Group Statement of financial
position
6,317,251 10,225,341
Reconciliation of liabilities
Year ended Year ended
31 March 2025 31 March 2024
JPY '000 JPY '000
Non-current liabilities
Lease liabilities- long term 30,546 15,119
Current liabilities
Trade and other payables 506,731 2,031,461
Lease liabilities- short term 43,897 7,576
Amounts owed to related parties 5,016 2,593,738
Total liabilities- Operating entity 586,190 4,647,894
Liabilities of the UK non-operating parent company 48,637 -
Total operating liabilities as reported on the Group Statement of financial
position
634,827 4,647,894
Geographical information
The revenue information below is based on the locations of the customers.
Year ended Year ended
31 March 2025 31 March 2024
JPY '000 JPY '000
Revenue
Japan 4,009,091 11,106,750
Total revenue 4,009,091 11,106,750
7. Revenue and cost of sales
The Group recorded revenue in the year ended 31 March 2025 of JPY 4,009
million (year ended 31 March 2024: JPY 11,107 million).
Year ended Year ended
31 March 2025 31 March 2024
JPY '000 JPY '000
Revenues
Service at a point in time
Revenues from commission 1,909,091 7,404,500
Revenues from real estate business JV 2,100,000 3,702,250
Total revenue 4,009,091 11,106,750
Cost of revenues
Purchases-Real estate business (1,800,000) (2,647,845)
Total COS (1,800,000) (2,647,845)
Gross Profit 2,209,091 8,458,905
The Group's revenue disaggregated by primary geographical markets is as
follows:
Year ended 31 March 2025
Commission income Real estate business
Total
JPY '000 JPY '000
JPY '000
Japan 1,909,091 2,100,000 4,009,091
Total 1,909,091 2,100,000 4,009,091
Year ended 31 March 2024
Commission income Real estate business
Total
JPY '000 JPY '000
JPY '000
Japan 7,404,500 3,702,250 11,106,750
Total 7,404,500 3,702,250 11,106,750
As at 31 March 2025, there were no aggregated transaction price amounts (2024:
Nil) related to performance obligations from existing contracts that remained
unsatisfied or partially unsatisfied.
During the year, the Group has revenue from TSIB and TSIF which accounted for
approximately 52% (2024: 100%) and 48% (2024: -%) respectively of total
revenue. The largest customer represented 52% of total revenue (2024: 100%).
The Directors monitor customer concentration risk as part of the Group's risk
management process.
8. (Loss)/Earnings per share
Year ended Year ended
31 March 2025 31 March 2024
JPY '000 JPY '000
(Loss)/ Income after tax attributable to equity holders (1,468,087) 2,076,806
Basic weighted average number of common shares outstanding 263,683 229,779
Diluted weighted average number of common shares outstanding 263,683 229,779
Basic (loss)/earnings per share (5.5676) 9.0383
Diluted (loss)/earnings per share (5.5676) 9.0383
Basic earnings per share is calculated by dividing the loss/profit after tax
attributable to the owners of the Parent company, by the weighted average
number of ordinary shares in issue during the year. Diluted earnings per share
is calculated by adjusting the weighted average number of ordinary shares
outstanding to assume conversion of all potential dilutive ordinary shares.
The calculation of earnings per share is based on the following earnings and
number of ordinary shares. In calculating the weighted average number of
ordinary shares outstanding (the denominator of the earnings per share
calculation) during the period in which the reverse acquisition occurs:
§ The number of ordinary shares outstanding from the beginning of that period
to the acquisition date shall be computed, on the basis of the weighted
average number of ordinary shares of the legal acquiree (accounting acquirer)
outstanding during the period multiplied by the exchange ratio established in
the merger agreement; and
§ The number of ordinary shares outstanding from the acquisition date to the
end of that period shall be the actual number of ordinary shares of the legal
acquirer (the accounting acquiree) outstanding during that period.
The basic earnings per share for each comparative period beforethe acquisition
date presented in the consolidated financial statements following a reverse
acquisition shall be calculated by dividing:
§ the profit or loss of the legal acquiree attributable to ordinary
shareholders in each of those periods by
§ the legal acquiree's historical weighted average number of ordinary shares
outstanding multiplied by the exchange ratio established in the acquisition
agreement.
The weighted average number of ordinary shares for the purpose of calculating
the basic and diluted measures is the same.
9. Operating profit
Operating profit is stated after charging:
Year ended Year ended
31 March 2025 31 March 2024
JPY '000 JPY '000
Directors' fees 57,277 25,145
Other personnel costs 172,036 196,967
Professional costs 37,957 5,220
Advertising expenses 1,599,297 4,908,387
Listing expenses 27,068 -
Other business expenses 156,383 194,034
Depreciation and amortisation 63,995 32,056
Fees payable to the company's auditor for the audit of the company's annual
accounts
29,270 -
Fees payable to the company's auditor and its associates for other services:
Review of financial statements 2,927 -
10. Reverse acquisition costs
Year ended Year ended
31 March 2025 31 March 2024
JPY'000 JPY'000
Legal and professional fees 86,512 -
Other costs 6,347 -
92,859 -
Other costs represent amounts paid to communications agencies and for
miscellaneous services during the Re-admission process.
11. Employee benefit expenses
The cost of employees for the Group (including MOH directors) during the year
was made up as follows:
Year ended Year ended
31 March 2025 31 March 2024
JPY'000 JPY'000
Wages and salaries 201,841 164,580
Social security costs 12,291 25,327
Pension costs 15,181 32,205
229,313 222,112
Average number of people (including executive directors) employed: Year ended Year ended
31 March 2025
30 April 2024
No. No.
35 36
Directors' remuneration included in staff costs for the Group above is as
follows
Year ended Year ended
31 March 2025 31 March 2024
JPY'000 JPY'000
Wages and salaries 55,851 23,772
Pension costs 1,426 1,373
57,277 25,145
Post-employment benefits are accruing for 4 directors (2024: 2) under the
defined contribution pension scheme.
No directors exercised share options during the year (2024: None).
Remuneration of the highest paid director for the year was JPY 16,514,000
(2024: JPY 16,086,000). Company pension contributions of JPY 713,700 (2024:
JPY 713,700) were made to a defined contribution scheme on his behalf.
Further details of Directors' remuneration are included in the Directors'
remuneration report.
Remuneration of key senior management for Group
Key management personnel (KMP) are those persons having authority and
responsibility for planning, directing and controlling the activities of the
Group. This includes members of the senior executive team and certain members
of the Board of Directors.
Not all directors are considered key management personnel for the purposes of
IAS 24.
The total compensation of KMP recognised in the consolidated financial
statements is as follows:
Year ended Year ended
31 March 2025 31 March 2024
JPY'000 JPY'000
Short-term employee benefits 34,387 25,043
Post-employment benefits - defined contribution pension plans 1,427 1,373
35,814 26,416
12. Income Tax
Current Income Tax
The Group is subject to taxation in jurisdictions where it operates.
Corporate tax is applied on taxable corporate income, which is calculated from
the statutory accounting profit by adding back non-deductible expenses.
The major components of income tax expense for the years ended 31 March 2025
and 2024 are:
Consolidated profit or loss Year ended Year ended
31 March 2025 31 March 2024
JPY '000 JPY '000
Current income tax:
Foreign tax expense 13,946 1,214,945
Deferred tax:
Relating to origination and reversal of temporary differences 105,112 (105,112)
Adjustments in respect of prior periods - (12,945)
119,058 1,096,888
Reconciliation of tax expense and the accounting profit multiplied by tax rate
for 2025 and 2024:
Consolidated profit or loss Year ended Year ended
31 March 2025 31 March 2024
JPY '000 JPY '000
Accounting (loss)/ profit before income tax (1,348,733) 3,173,694
At the Japanese effective income tax rate of 31.52% (2024: 38.07%) (425,121) 1,208,225
Share-based payments and other non-deductible expenses 424,700 6,720
Adjustments to tax charge in respect of prior periods - deferred tax - (12,945)
Deferred tax asset not recognised 96,177 (105,112)
Other differences 23,302 -
119,058 1,096,888
Deferred Taxes
Deferred tax liabilities are recognised for all taxable temporary differences,
where deferred tax assets resulting from deductible temporary differences
(including unused incentive amounts and carried forward tax losses of prior
years) are recognised to the extent that it is probable that future taxable
profit will be available against which the deductible temporary difference can
be utilised.
The tax rate used in the calculation of deferred tax assets and liabilities is
31.52% as of 31 March 2025 (2024: 38.07%).
The breakdown of cumulative temporary differences and deferred tax assets and
liabilities provided at applicable tax rates are as follows:
31 Mar 2025 31 Mar 2025 31 Mar 2024 31 Mar 2024
Cumulative temporary Deferred tax asset/(liability) Cumulative temporary Deferred tax asset/(liability)
differences differences
JPY '000s JPY '000s JPY '000s JPY '000s
Temporary differences on accruals and provisions
(164,695) (51,912) 333,477 105,112
Deferred tax asset recognised on losses
164,695 51,912 - -
Net deferred tax asset / (liability) - - 333,477 105,112
Movements in deferred tax assets / (liabilities) are as follows:
Year ended Year ended
31 March 2025
31 March 2024
JPY'000 JPY'000
1 April 105,112 (12,945)
Recognised in income statement (105,112) (92,167)
31 March - 105,112
The Group has accumulated tax losses in Japan amounting to JPY 166 million
(2024: JPY nil), which are available to carry forward for a period of 10
years. No deferred tax asset of JPY 52.4 million (2024: JPY nil) has been
recognised in respect of these losses as their recoverability against future
taxable profits is not considered sufficiently certain.
The Group also has accumulated tax losses in the UK amounting to JPY 195
million (2024: JPY 57 million), which may be carried forward indefinitely. No
deferred tax asset of JPY 49 million (2024: JPY 14 million) has been
recognised in respect of these losses for the same reason.
13. Property, plant, and equipment
ROU Assets Property and equipment Total
JPY'000 JPY'000 JPY'000
Cost
At 1 April 2024 120,150 29,839 149,989
Additions 95,385 8,176 103,561
At 31 March 2025 215,535 38,015 253,550
Depreciation
At 1 April 2024 97,405 15,764 113,169
Charge for the year 43,654 11,445 55,099
At 31 March 2025 141,059 27,209 168,268
Net Book Value
At 1 April 2024 22,745 14,075 36,820
At 31 March 2025 74,476 10,806 85,282
14. Intangible assets- Exclusive sale rights
Total
JPY'000
Fair value
At 1 April 2024 327,993
Additions -
At 31 March 2025 327,993
Amortisation
At 1 April 2024 17,456
Charge for the year 8,897
At 31 March 2025 26,353
Net Book Value
At 1 April 2024 310,537
At 31 March 2025 301,640
Exclusive sales rights represent the fair value of exclusive contractual
rights received as part of guarantee deposit contractual agreements. These
rights are amortised over the term of the contract, with a remaining useful
life of 28 years.
15. Other non-current assets
31 March 2025 31 March 2024
JPY'000 JPY'000
Contribution 130 130
Membership rights 8,875 8,875
Guarantee deposits 700,342 691,625
709,347 700,630
Membership rights represent the exclusive entitlement to utilise the
facilities of the Tokyo Baycourt Club Hotel & Spa Resort.
Guarantee deposits primarily consist of a deposit of JPY1 billion (2024: JPY 1
billion) paid to TSIB in accordance with the Joint Business Agreement signed
between MOH, TSIB and TSIF on 1 January 2023. This agreement formally grants
TSIB (and/or MOH) the exclusive right to sell real estate to TSIF ("Exclusive
Sales Rights"). As stipulated in the Joint Business Agreement, MOH is required
to maintain this JPY 1 billion deposit with TSIB as a Joint Business Deposit.
Below is the movement in guarantee deposits:
Year ending Year ending
31 March 2025 31 March 2024
JPY'000 JPY'000
Opening balance at fair value 691,625 1,482,941
Cash movements (180) (500,100)
Reclassification to current assets - (300,000)
Interest income - unwinding of discount 8,897 8,784
700,342 691,625
16. Trade and other receivables
31 March 2025 31 March 2024
JPY'000 JPY'000
Trade Receivables 340 424
Prepayments and deposits 78,467 604,772
Tax receivable 609,273 270,097
688,080 875,293
The Group applies the general approach under IFRS 9 to measure expected credit losses (ECLs) on all financial assets measured at amortised cost, including guarantee deposits, trade and other receivables and amounts owed from related companies.
Management has assessed the ECLs as at the reporting date based on the credit
quality of counterparties, historical default experience and forward-looking
macroeconomic information.
Based on this assessment, the ECLs were determined to be immaterial and
therefore no impairment loss has been recognised in the income statement. The
Group continues to monitor the credit risk of its financial assets on an
ongoing basis.
See note 25 for detailed ECL methodology.
17. Inventories
31 March 2025 31 March 2024
JPY'000 JPY'000
Work in progress 219,160 192,910
Work in progress represents the development costs incurred on Toretore Marche
project.
18. Cash and cash equivalents
31 March 2025 31 March 2024
JPY'000 JPY'000
Cash and cash equivalents 687,648 7,250,522
19. Trade and other payables
31 March 2025 31 March 2024
JPY'000 JPY'000
Trade payables 457,075 792,921
Accruals 49,302 4,255
Taxes payable 41,198 1,231,691
Other creditors 4,197 2,594
551,772 2,031,461
20. Lease Liabilities
This note provides information about the lease liabilities recognised in
accordance with IFRS 16 - Leases. The group has lease arrangements for office
premises and equipment. These leases do not contain any purchase options and
have varying terms, extension, and termination options. The Group has chosen
not to apply the recognition exemption for leases of low-value assets under
IFRS 16 (paragraph 5(b)).
Reconciliation of Lease Liabilities
Year ended Year ended
31 March 2025
31 March 2024
JPY'000 JPY'000
Opening Lease Liability 22,695 37,673
Add: New leases recognised during the year 95,384 2,188
Less: Lease payments made, including interest (46,051) (17,667)
Add: Interest expense on lease liabilities 2,415 501
Closing Lease Liability 74,443 22,695
Maturity Analysis of Lease Liabilities
The lease liabilities are presented in the statement of financial position as
follows:
31 March 2025 31 March 2024
JPY'000 JPY'000
Current Lease Liabilities 43,897 7,576
Non- Current Lease Liabilities 30,546 15,119
74,443 22,695
The following are the amounts recognised in the consolidated income statement:
31 March 2025 31 March 2024
JPY'000 JPY'000
Depreciation expense of right-of-use assets 43,654 17,263
Interest expense on lease liabilities 2,415 501
46,069 17,764
21. Share capital
Ordinary Shares
The authorised share capital consists of 284,779,093 shares with par value JPY
1.90. There were 284,779,093 shares of common stock issued and outstanding at
31 March 2025 (2024: 229,779,093 shares)
As at
Common Stock Share Capital
JPY '000
31 March 2025 284,779,093 529,841
31 March 2024 229,779,093 436,753
Share premium account
31 March 2025
JPY'000
As at 1 April 2024 -
Recapitalisation of Parent company's shares- 55,000,000 shares 231,355
Transaction costs for issued share capital -
As at 31 March 2025 231,355
22. Other reserves
Reverse acquisition reserve
The reverse acquisition reserve represents the difference between the issued
equity of the legal parent (MOH Nippon Plc) and the capital structure of the
legal subsidiary (MOH) at the date of the reverse acquisition. This is a
result of applying the reverse acquisition accounting method, which has been
disclosed in detail in note 5.
Merger relief reserve
The merger reserve represents the difference between the consideration issued
and the share capital of the merged entity (MOH Nippon Plc), for the shares in
issue on the date of acquisition. It is recognised in equity and is not
distributable.
Foreign exchange translation reserve
The foreign currency translation reserve comprises all foreign exchange
differences arising from the translation of the financial statements of
foreign operations (those of MOH Nippon Plc) into the presentation currency of
the Group.
23. Share-based payments
On 19 August 2024, Bowen Fintech Plc (subsequently renamed MOH Nippon Plc)
acquired through a share for share exchange, 97.41% of the share capital of
Minnadeooyasan-Hanbai Co. Ltd. Although the transaction resulted in MOH
becoming a subsidiary of the Company, the transaction constitutes a reverse
acquisition.
Accordingly, this reverse acquisition does not constitute a business
combination and was accounted for in accordance with IFRS 2 "Share-based
Payments" and associated IFRIC guidance.
The Directors have prepared these financial statements using the reverse
acquisition methodology, but rather than recognising goodwill, the difference
between the equity value given up by the MOH's shareholders and the share of
the fair value of net assets gained by the MOH shareholders is charged to the
consolidated income statement as a cost of listing on reverse acquisition. See
Note 5 for further information.
The shares in issue on the date of the transaction was 55,000,000 at a fair
value of £0.15 (JPY 28.51) and the net assets value of the Company on the
transaction date nominal value was £1,176.797 million (JPY 223,680,000).
The expense recognised as share-based payment, during the year is shown in the
following table:
JPY'000
Consideration for shares in issue in Bowen Fintech Plc on the date of 1,568,120
acquisition
(55,000,000 x JPY 28.51 per share)
Less: Net assets value of Bowen Fintech Plc on the date of acquisition (223,679)
Total expense to reflect the cost of listing on reverse acquisition 1,344,441
24. Non-controlling interest
Non-Controlling Interest (NCI) represents the portion of equity (net assets)
in the subsidiary MOH not attributable, directly or indirectly, to the parent
company MOHPLC. It reflects the interests of other shareholders in the results
and net assets of MOH that are consolidated into the Group's financial
statements.
MOH NCI - 2.59%
JPY'000 JPY'000
Balances relating to MOH- the operating subsidiary
Share of Opening Retained Earnings 5,001,947 129,550
Share of Common stock 97,500 2,525
Share of Preference stock 2,500 65
Share of Other reserves 475,500 12,315
Share of current year profit 11,413 296
144,751
25. Financial instruments
The Group's financial instruments comprise the trade and other receivables and
payables, amounts owed from/to related parties and lease liabilities. The
Group's accounting policy and method adopted, including the criteria for
recognition, is set out in Note 2 "Accounting policies" to the Group Financial
Information. The Group does not use its financial instruments for speculative
purposes.
Financial risk management
The management of risk is a fundamental concern of the Group's management.
This note summarises the key risks to the Group and the policies and
procedures put in place by management to manage it.
Principal Financial Instruments and their Categories
Categories of financial assets at amortised cost 31 March 2025 31 March 2024
JPY'000 JPY'000
Trade receivables 340 424
Contribution 130 130
Guarantee deposits 700,342 691,625
Other deposits 5,993 300,503
Amounts due from related parties 3,626,094 753,517
Total financial assets at amortised cost 4,332,899 1,746,199
Categories of financial liabilities at amortised cost 31 March 2025 31 March 2024
JPY'000 JPY'000
Trade and other payables 461,272 795,515
Amounts due to related parties 8,612 2,593,738
Trade and other payables 469,884 3,389,253
Short term lease liabilities 43,897 7,576
Long term lease liabilities 30,546 15,119
Loans and borrowings 74,443 22,695
Total financial liabilities at amortised cost 544,327 3,411,948
Fair value of financial instruments
Fair value hierarchy
All the financial assets and financial liabilities recognised in the financial
statements which are short-term in nature are shown at the carrying value
which also approximates the fair values of those financial instruments. The
fair values of the Group's non-current financial assets measured at amortised
cost, excluding guarantee deposits (see separate paragraph below), approximate
their carrying amounts, as they are interest-free and there has been no
significant change in credit risk.
Guarantee deposits are measured at amortised cost, using the effective
interest method.
The carrying amount is a close approximation of fair value as the discount
rate reflects current market conditions and there has been no significant
change in credit risk, terms, or interest rates since initial recognition.
Therefore, no separate disclosure for fair value hierarchy is required.
General Objectives, policies and processes
The Group's activities may expose it to a variety of financial risks due to
its operations. The Group's overall risk management programme focuses on the
unpredictability of financial markets and seeks to minimise potential adverse
effects on the Group's financial performance.
The Group's activities expose it to a variety of financial risks, mainly
credit risk and liquidity risk.
a) Credit risk
Credit risk refers to the risk that a counterparty will default on its
contractual obligations resulting in financial loss to the Group. Credit risk
arises from cash balances (including bank deposits, cash and cash equivalents)
and credit exposures to trade receivables. The Group's maximum exposure to
credit risk is represented by the carrying value of cash and cash equivalents
and other receivables.
Management has established a credit policy under which each new customer is
analysed for creditworthiness before standard payment terms and conditions are
offered. Credit limits are reviewed on a regular basis.
Trade receivables
Customer credit risk is managed at the business unit level in accordance with
the Group's established policies, procedures, and controls. Each customer's
credit quality is evaluated using a comprehensive credit rating scorecard, and
individual credit limits are set based on this assessment. Outstanding
receivables are monitored on an ongoing basis.
The Group applies the general approach under IFRS 9 to measure expected credit
losses (ECLs) on trade receivables and amounts owed from related companies. An
impairment assessment is conducted at each reporting date considering both
qualitative and quantitative information.
ECLs are calculated using a combination of:
· Probability of Default (PD)
· Loss Given Default (LGD)
· Exposure at Default (EAD)
The Group uses internally developed models and adjusted historical loss
experience to estimate PDs and LGDs, incorporating reasonable and supportable
forward-looking information.
Receivables are considered to be in default when there is evidence that the
debtor is unlikely to pay, or when payments are more than 90 days past due
without reasonable justification.
The maximum exposure to credit risk at the reporting date is the carrying
amount of each class of financial assets disclosed in Note 25. The Group
considers the concentration of credit risk to be low, given the broad
geographic and industry diversification of its customer base, which operates
across largely independent markets.
Excessive risk concentration
Concentrations of risk arise when multiple counterparties operate within
similar business sectors, geographic regions, or share economic
characteristics that could similarly impact their ability to meet contractual
obligations under changing economic, political, or other conditions. Such
concentrations highlight the Group's exposure to developments within specific
industries.
To mitigate excessive risk concentrations, the Group adheres to policies and
procedures designed to maintain a well-diversified portfolio. Identified
credit risk concentrations are actively monitored, controlled, and managed.
b) Liquidity Risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting
obligations associated with financial liabilities. The responsibility for
liquidity risks management rest with the Board of Directors, which has
established appropriate liquidity risk management framework for the management
of the Group's short term and long-term funding risks management requirements.
During the period under review, the Group has not utilised any borrowing
facilities. The Group manages liquidity risks by maintaining adequate reserves
by continuously monitoring forecast and actual cash flows, and by matching the
maturity profiles of financial assets and liabilities.
There is a liquidity risk relating to other payables and accruals, which are
due within a year. The Group monitors its risk of a shortage of funds using a
cashflow forecasting tool which considers the maturity of both its financial
liabilities and financial assets and projected cashflows from any other
activities.
The maturity profile of the Group's financial liabilities at the end of year,
based on the contractual undiscounted cash flows, is as follows:
Within 1 year or on demand More than More than More than 5 years Total contractual Undiscounted cash flows
1 year but less than 2 years 2 years but less than 5 years
JPY'000 JPY'000 JPY'000 JPY'000 JPY'000
As at 31 March 2025
Lease liabilities 43,897 27,175 3,371 - 74,443
Trade and other payables 469,884 - - - 469,884
Undiscounted financial liabilities 513,781 27,175 3,371 - 544,327
As at 31 March 2024
Lease liabilities 7,576 6,753 8,366 22,695
Trade and other payables 3,389,253 - - - 3,389,253
Undiscounted financial liabilities 3,396,829 6,753 8,366 - 3,411,948
c) Market risk
Market risk arises from the Group's use of interest-bearing financial
instruments. It is the risk that the fair value or future cash flows of a
financial instrument will fluctuate because of changes in interest rates
(interest rate risk) or foreign exchange rates (foreign exchange risk).
The sensitivity analyses presented in the following sections pertain to the
financial position as at 31 March 2025 and 2024. These analyses have been
prepared on the assumption that the level of net debt and the proportion of
financial instruments denominated in foreign currencies remain unchanged.
i) Interest rate risk
The Group's interest-bearing assets comprise of only cash and cash
equivalents. As The Group's interest-bearing assets do not generate
significant amounts of interest; changes in market interest rates do not have
any significant direct effect on its income.
ii) Foreign exchange risk
Foreign exchange risk arises from adverse movements in currency exchange
rates. The Group, which had during the year to 31 March 2025 its functional
currency as Japanese Yen, was exposed to minimal levels of foreign exchange
risk during the period as there was no material cost in any other currency.
The Group is exposed to translation and transaction foreign exchange risk as
it operates within the UK and therefore transactions are denominated in
Sterling and JPY.
At the reporting date, the Group did not have any foreign currency denominated
assets and liabilities.
The majority of the Group's financial assets are held in JPY but movements in
the exchange rate of the GBP Sterling have an impact on both the result for
the year and equity.
Sensitivity to reasonably possible movements in the GBP exchange rate can be
measured on the basis that all other variables remain constant, the effect on
profit and equity of strengthening or weakening of GBP Sterling in relation to
JPY by 10% would result in a movement of:
Group: ± JPY 18.5 million (2024: nil).
Company: ± JPY 18.5 million (2024: ± JPY 3.9 million).
26. Capital management policy
The Group's main objectives when managing the Company's capital are to
safeguard the Company's ability to continue as a going concern in order to
provide returns for the Company's 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 may decide on
the amount of dividends paid to shareholders, issue of new shares or sell
assets to decrease net financial debt.
The Group monitors capital on the basis of the net financial debt / invested
capital ratio. Net financial debt is calculated as total financial liabilities
less cash and cash equivalents (excluding blocked deposits) and invested
capital is calculated as net financial debt plus total equity. Net financial
debt / invested capital ratio was as follows:
31 March 2025 31 March 2024
JPY'000 JPY'000
Total financial liabilities (a) 544,327 3,411,948
Cash and cash equivalents (b) 687,648 7,250,522
Net financial debt (c = a-b) (143,321) (3,838,574)
Equity (d) 5,537,673 5,577,447
Invested Capital (e = c+d) 5,394,352 1,738,873
As the Group has a surplus of cash and cash equivalents in excess of financial
liabilities for the above periods, this resulted in a negative capital ratio,
which is therefore not presented.
27. Related party transactions
During the year, the Group carried out a number of transactions with related
parties in the normal course of business and on an arm's length basis. The
names of the related parties, the nature of these transactions and their total
value are shown below:
TSIB (Toshi-Souken Invest Bank Inc)
TSIB is a wholly owned subsidiary of Kyosei Bank Co., Ltd which is the
majority shareholder of the Group.
Transactions entered into with TSIB, along with balances owed from and to the
related party are as below-
Year ended Year ended
31 March 2025
31 March 2024
JPY '000 JPY '000
Transactions during the year
Commission income from TSIB 1,909,091 7,404,500
Real estate sales to TSIB - 3,702,250
Guarantee deposit paid to TSIB - 1,000,000
Payments for real estate joint development to TSIB 5,900,000 -
Reimbursed expenses paid to TSIB 3,597 1,512,750
Loan to TSIB 3,007,726 -
Capital loan from TSIB - 5,078,000
Total 10,820,414 18,697,500
Balances outstanding at each year end
Balance owed by the related party 2,900,077 674,095
Balance owed to the related party 3,520 2,591,603
In September 2024, MOH disposed of the Soemon-cho project, a joint real estate
development project in Osaka, Japan with TISB to TSIF (both KBC group
companies and therefore related parties), and generated a revenue of
commission income from TSIB of JPY1.9 billion.
In June 2024, MOH loaned JPY3 billion to TSIB at an interest rate of 1.59% per
annum. TSIB repaid the loan with interest in August 2024. Interest income of
JPY7.7 million was earned for the year ended 31 March 2025.
In July 2024, MOH made a deposit of JPY1.5 billion to TSIB for the initial
investment in a real estate development project with TSIB in Saipan. In August
2024, MOH made a deposit of JPY3 billion to TSIB for the Soemon-cho project in
Osaka, Japan. The Soemon-cho project was completed in September 2024 and
TSIB had refunded the deposit during the year. In February 2025, MOH made a
deposit of JPY1.4 billion to TSIB for the Soemon-cho project Phase 2 in Osaka,
Japan. Total deposits of JPY2.9 billion for real estate joint development
are included in "Amounts due from related parties" at 31 March 2025.
Reimbursed expenses represent transactions between MOH and TSIB in relation to
shared services.
TSIF (Toshi-Souken Invest Fund Inc)
TSIF is a wholly owned subsidiary of TSIB, which is the subsidiary of Kyosei
Bank Co., Ltd ("KBC") which is the majority shareholder of the Group.
Transactions entered into with TSIF, along with balances owed from and to the
related party are as below-
Year ended Year ended
31 March 2025
31 March 2024
JPY '000 JPY '000
Transactions during the year
Advertising expenses to TSIF 726,000 -
Commission income from TSIF 2,100,000 -
Reimbursed expenses paid to TSIF 441 746,259
2,826,441 746,259
Balances outstanding at each year end
Balance owed by the related party 726,000 66,067
Balance owed to the related party 441 216
In September 2024, MOH disposed of the Soemon-cho project, a joint real estate
development project in Osaka, Japan with TISB to TSIF, and generated a revenue
for real estate sales of JPY2.1 billion. A receivable of JPY0.7 billion for
advertising expenses shared by TSIF is included in "Amounts due from related
parties" at 31 March 2025.
Reimbursed expenses represent transactions between MOH and TSIF in relation to
shared services.
KBC (Kyosei Bank Co., Ltd)
Kyosei Bank Co., Ltd is the majority shareholder of the Group.
Transactions entered into with KBC, along with balances owed from and to the
related party are as below-
Year ended Year ended
31 March 2025
31 March 2024
JPY '000 JPY '000
Transactions during the year
Reimbursed expenses paid to KBC 1,055 79,507
Loans borrowed from KBC - 40,000
Capital loan from KBC - 72,838
Advance paid by KBC 17 -
1,072 192,345
Balances outstanding at each year end
Balance owed by the related party 17 13,355
Balance owed to the related party 1,055 1,919
Reimbursed expenses represent transactions between MOH and KBC in relation to
shared services.
Reynolds Porter Chamberlain LLP (RPC)
Reynolds Porter Chamberlain LLP is the legal adviser of the Group. Since Mr.
Nigel Collins, an independent non-executive director, is a partner at RPC, RPC
is considered as a related party to the Group. Mr. Nigel Collins does not
personally provide legal services to the Group, these services are provided by
other partners of the law firm.
Transactions entered into with RPC, along with balances owed from and to the
related party are as below-
Year ended Year ended
31 March 2025
31 March 2024
JPY '000 JPY '000
Transactions during the year
Legal services 10,770 -
Balances outstanding at each year end
Balance owed by the related party - -
Balance owed to the related party 3,596 -
28. Ultimate controlling party
As at 31 March 2025, the immediate controlling party is Kyosei Bank Co., Ltd.
and the ultimate controlling party of the Group is Mr. Kenichi Yanase, who is
the sole owner of Kyosei Bank Co..
29. Commitments and Contingencies
At 31 March 2025 the Group had no commitments and contingencies to report.
30. Subsequent events
There have been no events subsequent to the year end which require adjustment
of or disclosure in the consolidated financial statements or notes thereto.
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