REG - MOH Nippon PLC - Interim Results
18/12/2025 09:30
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RNS Number : 1186M MOH Nippon PLC 18 December 2025
MOH Nippon Plc
("MOH PLC" or the "Company")
Unaudited Interim Report for the six months ended 30 September 2025
London, 18 December 2025 - MOH Nippon Plc (LSE: MOH), a crowdfunding services
provider for real estate investment in Japan, today announces its unaudited
consolidated interim results for the six months ended 30 September 2025 ("H1
2026").
Financial summary for the period
· The Group did not generate any revenue in the six months ended 30
September 2025 (H1 2025: JPY 4,009.1 million (c. £20.5 million))
· Net other operating income was JPY 334.1 million (c. £1.7
million) (H1 2025: JPY 346.9 million (c. £1.8 million))
· Administrative expenses were reduced to JPY 263.8 million (c.
£1.3 million) (H1 2025: JPY 896.7 million (c. £4.6 million))
· Profit before tax of JPY 73.9 million (c. £0.4 million) (H1
2025: JPY 235.1 million (c. £1.2 million))
Working Capital and Going Concern
As of 30 November 2025, the Group had cash and cash equivalents of JPY 153
million. Based on the cash flow forecasts prepared by the management, the
Group will run out of working capital during March 2026. The Group's working
capital beyond March 2026 relies on the disposal of the second-series
investment of JPY 1.4 billion in the Soemon-cho Project, which is yet to
complete. This investment is anticipated to generate real estate sales revenue
of approximately JPY 1.8 billion in March 2026, leading to a total projected
cash inflow of JPY 3.2 billion. If the disposal of the second-series
investment in the Soemon-cho Project cannot be completed before the end of
March 2026, the Group will run out of working capital. Management is exploring
the disposal of other projects on hand to maintain the continuing operations
of the Group.
Strategic and operational highlights for the period and post period end
· Initiated the strategic transition from a traditional real estate
investment platform to an advanced technology integrated real estate platform.
· Completed an initial investment in an AI data centre project,
marking a significant milestone in expanding into technology-enabled real
estate assets, which laid the groundwork for establishing future recurring
income streams, with the project expected to contribute to stable long-term
growth.
· Reduced administrative costs through the adoption of integrated
management systems.
· Began exploring new collaborations with technology providers and
infrastructure partners to support the Group's medium-term growth strategy.
Hoken Yanase, CEO of MOH PLC, commented:
"The past six months have presented both challenges and opportunities for the
Group. We are undergoing a transition from a traditional real estate
investment platform to an advanced technology integrated real estate platform.
This transformation requires not only the optimisation of our existing
business structure, but also comprehensive upgrades in technology, talent and
operating models.
"In terms of real estate transformation, this strategic shift represents not
only a technological upgrade, but also a deeper exploration of our business
logic and value chain. During the reporting period, we completed our initial
investment in an AI data centre, which is expected to become an important
driver of stable growth for the Group and further strengthen our expansion
into technology-enabled real estate."
The unaudited interim report for the six months ended 30 September 2025 is
available on the Company's website at: www.mohnippon.com and in hard copy form
at the Company's registered office at 71-75 Shelton Street, Covent Garden,
London, United Kingdom, WC2H 9JQ.
It is also available for inspection 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)
.
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 accept responsibility for the content of this
announcement
Enquiries
MOH Nippon Plc
Frankie Leung, Chief Financial Officer c/o +44 (0)20 4582 3500
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.
Chief Executive Officer's Statement and Interim Management Report
Introduction & Overview
The first half of the financial year has been a period of both challenge and
opportunity for the Company and its subsidiary (together the "Group"), marked
by meaningful strategic progress as we continue to reposition the business for
long-term, sustainable growth.
Over the past six months, the Group has embarked on a significant
transformation - from a traditional real estate investment platform to an
advanced, technology-integrated real estate platform. This strategic
transition reflects our recognition that the future of real estate will be
defined not only by asset ownership, but also by the ability to embed
technology, data and digital infrastructure into the value chain. Delivering
this transformation requires more than optimising our existing business
structure; it necessitates comprehensive upgrades across technology
capability, talent development and operating models.
From a real estate transformation perspective, this shift represents more than
a technological evolution. It marks a deeper re-examination of how we create,
deliver and maintain value across our portfolio. During the reporting period,
we completed the Group's initial investment in an AI data centre project -
representing a major milestone in expanding into technology-enabled real
estate assets. This project is expected to establish a foundation for future
recurring income streams and serve as an important driver of stable long-term
growth.
At the same time, we continued to enhance operational efficiency across the
Group. During the interim period, the Group accelerated the overhaul of
back-office operations, the digitalisation of customer services and the
enhancement of our security infrastructure. These initiatives were implemented
to sustainably enhance corporate value and maximise operational efficiency. As
a result, the Group experienced reductions in administrative costs, while
initial exploratory discussions with leading technology providers and
infrastructure partners have laid the foundation for the next phase of our
medium-term growth strategy.
Strategy
To date, MOH has been engaged in crowdfunding activities for real estate
projects in Japan from Japanese investors. The Directors intend to continue to
grow the business of the Group by:
(a) continuing to capitalise on the growth of the crowdfunding sector in
Japan with the provision of real estate investment opportunities to investors
through its proprietary pipeline and joint business with Toshi-Souken Invest
Fund Inc. ("TSIF") and Toshi-Souken Invest Bank Inc. ("TSIB") (both related
parties, being owned by Kyosei Bank Co. Ltd ("KBC")). Development plans are
underway for future projects including hotel entertainment, refrigerated
logistics infrastructure and AI data centres; and
(b) as a stand-alone business, MOH intends to establish an industrial real
estate cold-chain logistics business using an innovative freezing technology
(HybridIce) owned by the KBC group company, FrostiX Co., Ltd.
While the transformation of the Group is still underway, the foundations we
have established reflect a clear strategic direction - one that positions the
Group to compete effectively in a rapidly evolving real estate landscape and
to unlock new growth opportunities driven by technological integration.
Operational update
Saipan Project
In its annual report and accounts for the year ended 31 March 2025 ("FY25
Results"), the Group announced that since April 2025, the Group had been
engaged in ongoing discussions with the government concerning the associated
casino license and a bundled auction of hotel assets with regards to the
Saipan Project and that it expected that progress would be made by the end of
September 2025. The Group now confirms that discussions with the government
have resulted in a third party, being a proposed partner of the Group,
acquiring full ownership of a bundle of hotel assets as well as an option to
purchase the casino license. To ensure a successful application process with
regards to the casino license and facilitate the smooth development of the
Saipan Project in the future, the Group and its proposed partner are in
negotiations to establish a joint venture company to jointly develop the
Saipan Project, in which the Group will hold a portion of the equity. Given
these discussions, and the introduction of the proposed partner, there are
likely to be some changes to the development plan and the proposed timelines
regarding groundbreaking and construction as well as to the partial
reoperation of the hotels in the complex that were completed prior to the bid.
However, the Group and its proposed partner are, nonetheless, working towards
implementing the plan outlined in the FY25 Results as fully as possible and,
to the extent possible, largely in line with the timelines set out in the FY25
Results.
Once the negotiations have been finalised, the Group will update the market
with regards to the specific details, such as the proportion of the equity to
be held by the Group and timelines for the stages that the project will move
through to completion.
Toretore Project
In the FY25 Results, the Group stated that the Toretore Project had been
delayed due to negotiations over the use of public land and that, while an
agreement on land use had been reached, construction was on hold due to a
surge in building costs. Although the Directors anticipated that the project
would resume by the end of December 2025, due to the continued significant
inflation in building costs as a result of the weakness in the Yen, the
Toretore Project will remain on hold until market conditions improve and the
project becomes economically viable.
Soemon-cho Project
In the FY25 Results, the Group announced that the financial close and launch
of the crowdfunding efforts of the second series investment in the Soemon-cho
Project were due to happen by the end of September 2025. The financial close
of the second phase of the Soemon-cho Project is yet to complete and due
diligence remains ongoing. The Directors expect completion to occur by March
2026 with the crowdfunding efforts being launched thereafter. Accordingly, the
real estate development revenue of c. JPY 1.8 billion, along with the
repayment of an advance deposit of JPY 1.4 billion, that the Group had
expected to receive in the first half of the year to 31 March 2026, is now
anticipated to be received in March 2026.
Yufuin AI Satellite Office Project
In July 2025, the Group invested in its first AI data centre project - Yufuin
AI Satellite Office - jointly with TSIB. Yufuin AI Satellite Office provides a
satellite-type office designed to meet advanced data processing needs of
businesses. It will be Japan's first AI server-equipped shared office with
24/7 security access control. The Group invested JPY 360 million for this
project together with TSIB in accordance with the Joint Business Agreement,
which is expected to be completed in March 2027. Once completed, the property
will be sold to TSIF in accordance with the Joint Business Agreement.
Principal Risks and Uncertainties
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.
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 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 rests with the Board of Directors, which has
established an 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
cash flow forecasting tool that considers the maturity of both its financial
liabilities and financial assets and projected cash flows from any other
activities.
As of 30 November 2025, the Group had cash and cash equivalents of JPY 153
million. Based on the cash flow forecasts prepared by the management, the
Group will run out of working capital during March 2026. The Group's working
capital beyond March 2026 relies on the disposal of the 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 March 2026, leading to a total projected cash inflow of JPY 3.2
billion. If the disposal of the second-series investment in the Soemon-cho
Project cannot be completed before the end of March 2026, the Group will run
out of working capital. Management is exploring the disposal of other projects
on hand to maintain the continuing operations of the Group.
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).
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 six months to 30 September 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 Japanese Yen, but
movements in the exchange rate of the GBP Sterling have an impact on both the
result for the period and equity.
Financial Overview
On 19 August 2024, MOH PLC (formerly Bowen Fintech Plc ("Bowen")) completed
the acquisition of Minnadeooyasan-Hanbai Co. Ltd ("MOH") from Kyosei Bank Co.
Ltd ("KBC") to create the MOH Nippon Plc group (the "Group").
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, MOH PLC, was treated as the accounting subsidiary,
as if MOH had acquired MOH PLC. 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 MOH PLC, which occurred on 19 August 2024. The Income Statement,
Statement of Financial Position and Statement of Cash Flows or the period
ended 30 September 2024 show the results of MOH with the inclusion of MOH PLC
from 19 August 2024.
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 payment which gives rise to a non-cash
charge in the income statement of JPY 1,344 million (c. £6.9 million), which
is included within the reverse acquisition reserve.
The Reverse Acquisition Accounting is described in more detail in note 5 to
these financial statements.
Revenue
Fees from Crowdfunding:
During the six months ended 30 September 2025, the Group did not provide any
crowdfunding services as Japan's economic landscape was impacted by rising
inflation, weakened Yen and growing wage pressure, all of which are driving up
development, operational costs and uncertainties to property developers, which
caused postponement of new property development projects and halted
crowdfunding activities. For the six months ended 30 September 2024, the Group
had revenue from crowdfunding fees of JPY 1.9 billion.
Fees from Real Estate Development:
The Group did not complete any joint real estate development projects in the
six months ended 30 September 2025 as a result of the uncertainties of the
property market. During the six months ended 30 September 2024, MOH PLC
generated revenue of JPY 2.1 billion from the completion of the Soemon-cho
project, a joint real estate development project with TSIB in Osaka, Japan.
Administrative expenses
Administrative expenses for six months ended 30 September 2025 amounted to JPY
263.8 million, a decrease of 71% compared with JPY 897 million for six months
ended 30 September 2024. Administrative expenses were predominantly composed
of staff costs of JPY 87 million (H1 2025: JPY 103 million) and advertising
and promotional expenses of JPY 52 million (H1 2025: JPY 664 million),
representing approximately 53% of total administrative expenses (H1 2025:
85%). The decrease is a result of MOH not conducting any crowdfunding
activities during the period, which significantly reduced marketing spend.
Other income
Other income for the six months ended 30 September 2025 mainly represents
advertising expenses of JPY 330 million (H1 2025: JPY 330 million) charged to
TSIF, a related company, for the provision of advertising-related services.
Operating profit
Operating profit for the six months ended 30 September 2025 decreased by 96%
from JPY 1,660 million in H1 2025 to JPY 70 million, which was due mainly to
the decrease in the revenue from crowdfunding and advertising expenses as a
result of the delay in new projects.
Profit before tax
Profit before tax reduced by 69% from JPY 235 million for the six months ended
30 September 2024 to JPY 74 million for the six months ended 30 September
2025. This was primarily the result of the lack of revenue generation during
the period.
Intangible assets - exclusive sale rights
As at 30 September 2025, intangible assets (exclusive rights) amounted to JPY
297 million. The decrease of JPY 4.5 million from the balance of JPY 301
million as at 31 March 2025 was due to the amortisation over the term of the
agreement.
Guarantee deposits
The increase of JPY 4.5 million of guarantee deposits to JPY 704 million as
at 30 September 2025 from JPY 700 million as at 31 March 2025 represents the
unwinding of discount over the term of the agreement.
Trade and other receivables
As at 30 September 2025, trade and other receivables amounted to JPY 77
million as compared to the balance of JPY 688 million as at 31 March 2025. The
decrease was primarily due to the receipt of a tax refund of JPY 607 million.
Amounts due from related parties
As at 30 September 2025, the balance of amounts due from related parties
mainly reflected 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, a JPY 0.4 billion investment in the AI data centre project paid to TSIB,
and advertising expenses receivable of JPY 1 billion shared by TSIF. The
increase of JPY 0.7 billion from JPY 3.6 billion as at 31 March 2025 to JPY
4.3 billion as at 30 September 2025 was due to the investment in the AI data
centre and a receivable of advertising expenses from TSIF.
Cash and cash equivalents
Cash and cash equivalents decreased by JPY 470 million from JPY 688 million as
of 31 March 2025 to JPY 218 million as at 30 September 2025. The reduction is
primarily attributable to the investment made in the AI data centre project,
along with the settlement of accounts payable totaling JPY 500 million during
the six months ended 30 September 2025. As of 30 November 2025, the Group had
cash and cash equivalents of JPY 153 million. Based on the cash flow
forecasts prepared by the management, the Group will run out of working
capital during March 2026. The Group's working capital beyond March 2026
relies on the disposal of the second-series investment of JPY 1.4 billion in
the Soemon-cho Project, which is yet to complete. This investment is
anticipated to generate real estate sales revenue of approximately JPY 1.8
billion in March 2026, leading to a total projected cash inflow of JPY 3.2
billion. If the disposal of the second-series investment in the Soemon-cho
Project cannot be completed before the end of March 2026, the Group will run
out of working capital. Management is exploring the disposal of other projects
on hand to maintain the continuing operations of the Group.
Trade and other payables
Trade and other payables decreased by JPY 491 million from JPY 552 million as
at 31 March 2025 to JPY 61 million as at 30 September 2025. This was due to
the payment of advertising expenses.
Amounts due to related parties
Amounts due to related parties decreased by JPY 3.6 million from JPY 8.6
million as at 31 March 2025 to JPY 5 million as at 30 September 2025. This was
due to the settlement of accounts payable for legal services.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The current Directors whose names and functions are set out below, with the
registered office located at 71-75 Shelton Street, Covent Garden, London,
United Kingdom, WC2H 9JQ, accept responsibility for the information contained
in this unaudited interim report and condensed financial statements, which
have not been audited by an independent auditor, for the six months ended 30
September 2025:
Mr Kazuo Ichimura (Non-Executive Chairman)
Mr Hoken Yanase (Chief Executive Officer)
Mr Hiromitsu Sakai (Chief Operating Officer)
Mr Tak Chee (Frankie) Leung (Chief Financial Officer)
Ms Jinyan (Scarlett) Ma (Director of Investor Relations)
Mr Nigel Andrew Collins (Non-Executive Director)
Mr Paul Kwong (Non-Executive Director)
As required by DTR 4.2.10R, each member of the Board confirms that to the best
of their knowledge:
· the unaudited condensed consolidated interim financial statements
have been prepared in accordance with IAS 34 'Interim Financial Reporting' as
adopted by the UK and as issued by the International Accounting Standards
Board (IASB) and give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Group and the undertakings
included in the consolidation as a whole as required by DTR 4.2.4R;
· the interim management report includes a fair review of the
information required by DTR 4.2.7R (indication of important events during the
first six months and their impact on the consolidated financial statements and
description of principal risks and uncertainties for the remaining six months
of the year); and
· the interim management report includes a fair review of the
information required by DTR 4.2.8R (disclosure of related party transactions
and changes therein).
The Company is responsible for all information drawn up and made public in
accordance with DTR 4.2.11R
The Directors are also responsible for keeping records and underlying
documentation that are sufficient to show and explain the Company's
transactions and enable the financial position of the Company to be determined
with reasonable accuracy at any time. They are also responsible for
safeguarding the assets of the Company and hence for taking reasonable steps
to prevent and detect fraud and other irregularities.
Signed on behalf of the Board by:
Hoken Yanase
Director
18 December 2025
CONSOLIDATED INCOME STATEMENT
Period ended Period ended
30 September 30 September
2025
2024
Notes JPY'000 JPY '000
Revenue 6 - 4,009,091
Cost of sales 6 - (1,800,000)
Gross profit - 2,209,091
Administration expenses (263,813) (896,700)
Other income, net 334,099 346,853
Operating profit 70,286 1,659,244
Share-based payment charge as a result of listing - (1,344,441)
Reverse acquisition costs - (82,918)
Finance charge on leased assets (873) (1,215)
Interest income- unwinding of discount on guarantee deposits 4,492 4,434
Profit before tax 73,905 235,104
Income tax - (681,068)
Profit/ (loss) for the period 73,905 (445,964)
Allocation of Profit/ (loss) for the period
Shareholders of the Company 70,579 (470,197)
Non-controlling interest 3,326 24,233
Profit/ (loss) for the period 73,905 445,964
Basic earnings/ (loss)per share 0.2478 (1,9373)
Diluted earnings/ (loss) per share 7 0.2478 (1,9373)
CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME
Period ended Period ended
30 September 30 September
2025
2024
Notes JPY '000 JPY '000
Profit/ (loss) for the period 73,905 (445,964)
Exchange gains arising on translation of
Foreign operations 1,805 3,200
Total comprehensive income/ (loss) for the period, net of tax 75,710 (442,764)
Attributable to shareholders of the Company 72,384 (466,997)
Attributable to non-controlling interest 3,326 24,233
75,710 (442,764)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at As at
30 September 2025
31 March
2025
Notes JPY '000 JPY '000
Non-current assets
Property, plant and equipment 62,534 85,282
Intangible assets 8 297,148 301,640
Other non-current assets 9 713,839 709,347
Deferred tax - -
Total non-current assets 1,073,521 1,153,099
Current assets
Trade and other receivables 76,566 688,080
Inventories 10 219,160 219,160
Amounts due from related parties 12 4,288,891 3,626,094
Cash and cash equivalents 218,144 687,648
Total current assets 4,802,761 5,220,982
Total assets 5,876,282 6,317,251
Current liabilities
Trade and other payables 60,646 551,772
Amounts due to related parties 12 5,094 8,612
Lease liabilities 46,059 43,897
Total current liabilities 111,799 604,281
Non-current liabilities
Lease liabilities 6,349 30,546
Total non-current liabilities 6,349 30,546
5,758,134 5,682,424
Net assets
Shareholders' Equity
Share capital 11 529,841 529,841
Share premium account 231,355 231,355
Other reserves 1,373,972 1,372,167
Retained earnings 3,474,889 3,404,310
Capital and reserves attributable to owners of MOH Nippon Plc 5,610,057 5,537,673
Non-controlling interest 148,077 144,751
Total Equity 5,758,134 5,682,424
The above consolidated balance sheet should be read in conjunction with the
accompanying notes.
These financial statements were approved and authorised for issue by the Board
of Directors on 18 December 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 at 1 April 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
Transactions with owners
Total transactions with owners - - - - - - - - - - -
Comprehensive income
Profit for the period - - - - - 70,579 70,579 3,326 73,905
Exchange differences on translation of subsidiary - - - - - 1,805 1,805 - 1,805 1,805
Total for the period - - - - - 1,805 1,805 70,579 72,384 3,326 75,710
Balance at 30 September 2025 529,841 231,355 - (4,775,844) 6,114,547 35,269 1,373,972 3,474,889 5,610,057 148,077 5,758,134
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 at 1 April 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 - - (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, MOH PLC.
**See note 5 for further details on the movement in reserves for the reverse
acquisition transaction.
CONSOLIDATED CASH FLOW STATEMENT
Period ended Period ended
30 September 30 September
2025
2024
Notes JPY '000 JPY '000
Cash flows from operating activities
Profit for the period before tax 73,905 235,105
Adjustments for non-cash items:
Depreciation and amortisation 27,238 22,933
Share based payments - 1,344,441
Lease finance charge 873 1,215
Interest income- unwinding of discount 9 (4,492) (4,434)
Operating cash flow before working capital 97,524 1,599,260
movements
Decrease/(increase) in trade and other receivables 611,514 504,452
(Increase)/decrease in amounts due from related parties 12 (662,797) (8,333,218)
(Decrease)/increase in trade and other payables (491,124) (1,195,615)
(Decrease)/increase in amounts due to related parties 12 (3,518) 1,210,096
Income taxes paid - (681,068)
Net cash flows from operating activities (448,401) (6,896,093)
Cash flows from investing activities
Guarantee deposits - 300,000
Purchase of property, plant and equipment - (1,415)
Cash acquired on reverse acquisition - 252,440
Net cash inflows from investing activities - 551,025
Cash flows from financing activities
Repayment of lease liabilities (22,035) (17,153)
Interest paid on lease liabilities (873) (1,215)
Net cash inflows from financing activities (22,908) (18,368)
Net (decrease)/ increase in cash and cash equivalents (471,309) (6,363,436)
Effect of foreign exchange differences 1,805 3,200
Cash and cash equivalents at beginning of year 687,648 7,250,522
Cash and cash equivalents at end of year 218,144 890,286
NOTES TO THE INTERIM FINANCIAL STATEMENTS
1. Corporate information
MOH Nippon Plc ("MOH PLC" 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 issue 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 interim consolidated financial statements ("interim financial
statements") as at and for the period ended 30 September 2025 comprise the
Company and its subsidiary (together referred to as the "Group") and are
available at www.mohnippon.com (http://www.mohnippon.com) .
These interim financial statements and accompanying notes have neither been
audited nor reviewed by the auditor, do not constitute statutory accounts
within the meaning of Section 434 of the Companies Act 2006 and do not include
all the information and disclosures required in annual statutory financial
statements. They should be read in conjunction with the Company's Annual
Report and Accounts for the year ended 31 March 2025, which are available on
the Company's website: www.mohnippon.com. Those statutory accounts were
approved by the Board of Directors on 5 September 2025 and have been filed
with Companies House.
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 JPY1.4 billion and receipts from revenue of JPY1.8 billion. As of the date
of this announcement, since the disposal of the Soemon-cho Project is yet to
complete, the Group has not received the cash as described above.
These interim financial statements were approved by the Board of Directors on
18 December 2025.
2. Basis of preparation
The interim financial statements of the Group 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 interim financial statements have been prepared in accordance with
UK-adopted International Accounting Standards ("IAS") and the requirements of
the Companies Act 2006.
Details of significant accounting policies are set out below.
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 period ended 30 September 2024, are those of MOH with the
inclusion of the Company at the acquisition date of 19 August 2024.
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
interim financial statements of the legal acquirer (MOH PLC) 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 MOH PLC.
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 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 (MOH PLC), 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 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).
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.
In FY25, 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 before 31 March 2026, 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.
As of 30 November 2025, the Group has cash and cash equivalents of JPY 153
million. Based on the cash flow forecasts prepared by the management, the
Group will run out of working capital during March 2026. The Group's working
capital beyond March 2026 relies on the disposal of the second-series
investment of JPY 1.4 billion in the Soemon-cho Project which is yet to
complete. This investment is anticipated to generate real estate sales revenue
of approximately JPY 1.8 billion in March 2026, leading to a total projected
cash inflow of JPY 3.2 billion. If the disposal of the second-series
investment in the Soemon-cho Project cannot be completed before the end of
March 2026 the Group will run out of working capital. Management is exploring
the disposal of other projects on hand to maintain the continuing operations
of the Group.
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.
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 recognise 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)
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 MOH PLC) 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 - 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.
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.
Intangible assets- exclusive 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 3.
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.
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
MOH's shareholders and the share of the fair value of net assets gained by 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. Revenue and cost of sales
The Group recorded no revenue for the six months ended 30 September 2025 (Sep
24: JPY 4,009 million).
Period ended Period ended
30 September 2025 30 September 2024
JPY '000 JPY '000
Revenues
Service at a point in time
Revenues from commission - 1,909,091
Revenues from real estate business JV - 2,100,000
Total revenue - 4,009,091
Cost of revenues
Purchases-Real estate business - (1,800,000)
Total COS - (1,800,000)
Gross Profit - 2,209,091
7. Earnings/ (Loss) per share
Period ended Period ended
30 September 2025 30 September 2024
JPY '000 JPY '000
Profit/ (loss) after tax attributable to equity holders 70,579 (470,197)
Basic weighted average number of common shares outstanding 284,779 242,703
Diluted weighted average number of common shares outstanding 284,779 242,703
Basic earnings/ (loss) per share 0.2478 (1.9373)
Diluted earnings/ (loss) per share 0.2478 (1.9373)
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.
8. Intangible assets- Exclusive sale rights
Total
JPY'000
Fair value
At 1 April 2025 327,993
Additions -
At 30 September 2025 327,993
Amortisation
At 1 April 2025 26,353
Charge for the period 4,492
At 30 September 2025 30,845
Net Book Value
At 1 April 2025 301,640
At 30 September 2025 297,148
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.
9. Other non-current assets
30 September 2025 31 March 2025
JPY'000 JPY'000
Contribution 130 130
Membership rights 8,875 8,875
Guarantee deposits 704,834 700,342
713,839 709,347
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 (31 March
2025: 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:
Period ending Year ending
30 September 2025 31 March 2025
JPY'000 JPY'000
Opening balance at fair value 700,342 691,625
Cash movements (180)
Reclassification to current assets - -
Interest income - unwinding of discount 4,492 8,897
704,834 700,342
10. Inventories
30 September 2025 31 March 2025
JPY'000 JPY'000
Work in progress 219,160 192,910
Work in progress represents the development costs incurred on Toretore Marche
project.
11. 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
30 September 2025 (31 March 2025: 284,779,093 shares)
As at
Common Stock Share Capital
JPY '000
30 September 2025 284,779,093 529,841
31 March 2025 284,779,093 529,841
12. Related party transactions
During the six months ended 30 September 2025, 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-
Period ended Period ended
30 September
30 September 2024
2025
JPY '000 JPY '000
Transactions during the period
Commission income from TSIB - 1,909,091
Payments for real estate joint development to TSIB 360,000 5,900,000
Reimbursed expenses paid to TSIB 231 3,597
Loan to TSIB - 3,007,726
Balances outstanding 30 September 2025 31 March2025
Balance owed by the related party 3,260,308 2,900,077
Balance owed to the related party 3,520 3,520
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.
In September 2025, MOH made a deposit of JPY3.6 million to TSIB for the
investment in Yufuin AI Satellite Office.
Total deposits of JPY3.3 billion for real estate joint development are
included in "Amounts due from related parties" at 30 September 2025 (31 March
2025: JPY2.9 billion).
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-
Period ended Period ended
30 September
30 September 2024
2025
JPY '000 JPY '000
Transactions during the period
Advertising expenses to TSIF 330,000 330,000
Commission income from TSIF - 2,100,000
Reimbursed expenses paid to TSIF 2,649 441
Balances outstanding 30 September 2025 31 March2025
Balance owed by the related party 1,028,517 726,000
Balance owed to the related party 441 441
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-
Period ended Period ended
30 September
30 September 2024
2025
JPY '000 JPY '000
Transactions during the period
Reimbursed expenses paid to KBC 3,342 338
Advance paid by KBC - 17
Balances outstanding 30 September 2025 31 March 2025
Balance owed by the related party 66 17
Balance owed to the related party 1,132 1,055
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-
Period ended Period ended
30 September
30 September 2024
2025
JPY '000 JPY '000
Transactions during the period
Legal services 2,158 -
Balances outstanding at 30 September 2025 31 March 2025
Balance owed by the related party - -
Balance owed to the related party - 3,596
13. Commitments and contingencies
At 30 September 2025, the Group had no commitments and contingencies to
report.
14. Subsequent events
There have been no events subsequent to the six months ended 30 September 2025
that require adjustment of or disclosure in the consolidated financial
statements or notes thereto.
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