MBO Mobilityone Limited

20 August 2024

MobilityOne Limited

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

Audited results for the year ended 31 December 2023

Lifting of Suspension of Trading on AIM

Notice of Annual General Meeting

MobilityOne (AIM: MBO), the e-commerce infrastructure payment solutions and platform provider, announces its full year audited results for the year ended 31 December 2023.

MobilityOne's Annual Report and Accounts for the year ended 31 December 2023 (the "Annual Report and Accounts") and Notice of Annual General Meeting ("AGM") will be posted to shareholders shortly and will also be made available shortly on the Company's website at www.mobilityone.com.my.

Following the publication of the Company's Annual Report and Accounts, the suspension of the Company's securities from trading on AIM is expected to be lifted at 07.30 a.m. today, 20 August 2024.

The Company's AGM will be held at 4.00 p.m. (Malaysia time) on 11 September 2024 at Level 2, Wisma LMS, No. 6, Jalan Abd. Rahman Idris, Off Jalan Raja Muda Abdul Aziz, 50300 Kuala Lumpur, Malaysia.

For further information, please contact:

MobilityOne Limited	+6 03 8996 3600
Dato' Hussian A. Rahman, CEO	www.mobilityone.com.my
har@mobilityone.com.my
Allenby Capital Limited (Nominated Adviser and Broker)	+44 20 3328 5656
Nick Athanas/Vivek Bhardwaj

 

About the Group:

MobilityOne is one of the leading virtual distributors of mobile prepaid reload and bill payment services in Malaysia. With connections to various service providers across industries such as banking, telecommunications, utilities, government agencies, and transportation, the Group operates through multiple distribution channels including mobile wallets, e-commerce sites, EDC terminals, automated teller machines, kiosks, and internet & mobile banking. Holding licenses in regulated spaces including acquiring, e-money, remittance and lending, the Group offers a range of services to the market, including wallet, internet, and terminal-based payment services, e-money, remittance, lending, and custom fintech ecosystems for communities. The Group's flexible, scalable technology platform enables cash, debit card, and credit card transactions from multiple devices while providing robust control and monitoring of product and service distribution.

 

For more information, refer to our website at www.mobilityone.com.my

 

 

 

Chairman's Statement

For the year ended 31 December 2023

 

Introduction

The Directors are pleased to present the audited consolidated financial statements for MobilityOne Limited for the financial year ended 31 December 2023.

 

The Group's revenue increased by £7.91 million to £241.67 million in the financial year ended 31 December 2023,
(year ended 31 December 2022: revenue of £233.76 million) as a result of increased demand from the Group's main products and services, namely the mobile phone prepaid airtime reload and bill payment business through the Group's banking channels (i.e. mobile banking and internet banking) and electronic data capture terminals as well as third parties' e-wallet applications. The Malaysian market continued to account for the majority of the Group's revenue.

 

As a result of an increase in cost of sales, administrative expenses, finance costs as well as the Group's share of its 49%-owned associated company's loss, namely Sincere Acres Sdn Bhd which was acquired on 4 October 2023, the Group registered a loss after tax of £1.41 million in the financial year ended 31 December 2023 (year ended 31 December 2022: profit after tax of £16,628).

 

The Group's international remittance services and e-money business in Malaysia and payment solution business in Brunei and the Philippines continued to remain small and did not make a significant contribution to the Group in the financial year ended 31 December 2023. As announced previously by the Group, the Group has discontinued to explore new business in the Philippines.  However, if there is any new business opportunity in the future, the Group may consider exploring.

 

As at 31 December 2023, the Group had cash and cash equivalents (excluding other financial assets which are fixed deposits with maturities over 3 months) of £3.54 million (31 December 2022: cash and cash equivalents (excluding other financial assets which are fixed deposits with maturities over 3 months) of £4.36 million) while the secured loans and borrowings from financial institutions increased to £4.22 million (31 December 2022: £3.87 million) mainly due to payments for higher cost of sales and higher administrative expenses. 

 

Review of activities and outlook

 

The Group's business activities are predominately concentrated in Malaysia. According to the Central Bank of Malaysia in March 2024, it was reported that the Malaysian economy is projected to grow between 4.0% and 5.0% in 2024, underpinned by continued expansion in domestic demand and improvement in external demand,

 

In May 2024, the Central Bank of Malaysia reported that the Malaysian economy grew at a higher rate of 4.2% in the first quarter of 2024 (fourth quarter 2023: 2.9%), driven by stronger private expenditure and positive turnaround in exports. Household spending was higher amid continued growth in employment and wages. Growth in 2024 is anticipated to be driven by resilient domestic expenditure with additional support from the recovery in external demand. On the domestic front, continued employment and wage growth is also anticipated to support household spending. Increased tourism and associated tourist spending is expected to continue. This growth outlook remains subject to downside risks stemming from weaker-than-expected external demand, further escalation in geopolitical conflicts and larger declines in domestic commodity production. Nonetheless, there are upside risks from greater spillover from the tech upcycle, more robust tourism activities and faster implementation of existing and new investment projects.

 

Mobile phone prepaid airtime reloads and bill payments continued to be the main business activities for the Group in the year ended 31 December 2023. The Group's international remittance and e-money businesses in Malaysia as well as the payment solution business in Brunei and Philippines are expected to remain insignificant.

 

On 1 June 2022 the Company announced, amongst other things, that MobilityOne Sdn Bhd ("M1 Malaysia"), the Group's wholly-owned operating subsidiary in Malaysia, which received a licence from MasterCard Asia/Pacific Pte Ltd ("MasterCard") to issue MasterCard prepaid cards, had obtained approval from the Central Bank of Malaysia to introduce international scheme prepaid cards under the MasterCard's brand in Malaysia. The Group has commenced the issuance of MasterCard prepaid cards in Malaysia on a small scale to complement the Group's existing e-wallet and this part of the Group's end-to-end payment ecosystem.

 

On 11 May 2023, the Company announced that M1 Tech Limited ("M1 Tech"), the Group's wholly-owned subsidiary in the UK, had withdrawn its application to the Financial Conduct Authority (the "FCA"), the financial regulatory body in the UK, for authorisation as an electronic money institution to provide e-money services in the UK. This follows receipt of further feedback from the FCA requesting further information in relation to certain disclosures relating to M1 Tech's proposed business plan. On 29 September 2023, the Group announced that it was reviewing its proposed business plan to expand its business in the UK and its options in relation to submitting a further revised FCA application. Following an extensive review process, the Group has decided not to submit a revised application to the FCA and instead will continue to focus on its businesses in Malaysia as well as other new business opportunities.

 

On 26 June 2023 M1 Malaysia entered into a joint venture cum shareholders agreement with Syed Faisal Algadrie Bin Syed Hassan ("Syed Faisal") to incorporate "Qube Nexus Sdn Bhd" ("Qube") to explore any suitable business opportunities from the Kingdom of Saudi Arabia. M1 Malaysia and Syed Faizal had incorporated Qube on 14 September 2023 and own 80% and 20% of the equity interest in Qube, respectively. There has not been any material development in relation to this joint venture.  

 

As part of the Group's business plans for long-term growth, the Group has the following initiatives:

 

(1)        Money transfer business via SWIFT

 

As previously disclosed, the Group intends to expand its money transfer business via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") network. The Group is still working with a bank in Malaysia on the integration process while waiting for the Central Bank of Malaysia's approval, the timings of which continue to remain uncertain. The Company will make any  relevant announcements on the arrangement with SWIFT as and when is appropriate.

 

(2)        Disposal of OneShop Retail Sdn Bhd ("1Shop") and proposed joint venture with Super Apps Holdings Sdn Bhd ("Super Apps")

 

On 19 October 2022, M1 Malaysia entered into a share sale agreement (the "Share Sale Agreement") with Super Apps for the disposal by M1 Malaysia of a 60% shareholding in the Group's wholly-owned non-core subsidiary 1Shop to Super Apps (together the "Disposal").  Concurrently, M1 Malaysia entered into a joint-venture cum shareholders agreement with Super Apps and 1Shop (together the "Proposed Joint Venture"). The intention of the Disposal and Proposed Joint Venture is to establish a new joint venture to expand the Group's e-products and services business initially in Malaysia.

 

The Disposal was initially subject to the completion of a merger exercise between Technology & Telecommunication Acquisition Corporation ("TETE") and Super Apps which includes certain approvals by the United States Securities and Exchange Commission ("SEC") (together the "Merger Exercise"). Subsequently it was announced on 1 March 2024 that M1 Malaysia had entered into a supplementary agreement with Super Apps to amend the terms and conditions of the Share Sale Agreement in preparation for the Merger Exercise (the "Supplementary Agreement"). Under the new terms and conditions of the Supplementary Agreement, completion of the Disposal is no longer conditional on the Merger Exercise completing. In this regard, it was instead agreed that the Disposal completes upon entry of the Supplementary Agreement.  Notwithstanding completion, if the Merger Exercise does not complete, M1 Malaysia is entitled to purchase back the 60% interest in 1Shop from Super Apps for a nominal consideration of RM1.00.

 

It was further agreed that irrespective of the completion of the Disposal and subject to the completion of the Merger Exercise, Super Apps shall pay M1 Malaysia the following consideration:

 

(a) RM40.0 million (c. £6.84 million) in cash within 14 days upon completion of the Merger Exercise; and

(b) RM20.0 million (c. £3.42 million) in cash within 180 days upon completion of the Merger Exercise.

 

In addition, pursuant to the terms of the Proposed Joint Venture, M1 Malaysia undertook to provide the necessary technical and business support to 1Shop and guaranteed that 1Shop will achieve revenues of at least RM560.0 million (equivalent to c. £95.8 million) in the financial year ending 31 December 2023 or any other period as mutually agreed (the "Revenue Target"). As the Merger Exercise has been delayed, the period to achieve the Revenue Target shall be re-assessed and agreed with Super Apps in due course.  In order to achieve the Revenue Target, Super Apps undertakes to provide all the necessary working capital requirements of 1Shop. This will be supplemented through Super Apps, in conjunction with 1Shop, collaborating with other organisations. Moreover, Super Apps shall procure TETE to issue shares in TETE (the "TETE Shares") to a stakeholder to be mutually agreed by M1 Malaysia and Super Apps with aggregate value of RM20.0 million (equivalent to c. £3.42 million) within 14 days upon completion of the Merger Exercise. The issue price for the TETE Shares to the stakeholder will be determined at a later date.  M1 Malaysia will only be entitled to receive the TETE Shares from the stakeholder following 1Shop achieving the Revenue Target. 

 

Tete Technologies Inc, a wholly-owned subsidiary of TETE, has since filed a draft proxy statement ("TETE Proxy Filing") with the SEC and the TETE Proxy Filing is subject to the approval by the SEC. The Company will release further announcements as and when appropriate.

 

It was announced by the Group on 18 June 2024 that the deadline to complete the Merger Exercise was extended from 20 July 2024 to 20 January 2025. There can be no guarantee that the payment for the consideration of the Disposal and the Proposed Joint Venture can be completed as they are conditional on the completion of the Merger Exercise, which is out of the Group's control. The payment for the consideration of the Disposal and the completion of the Proposed Joint Venture are expected to contribute positively to the financial position and future growth prospects of the Group.

 

(3)        Acquisition of Hati International Sdn Bhd ("Hati") via Sincere Acres Sdn Bhd ("Sincere")

 

On 29 September 2023, M1 Malaysia entered into a share sale agreement with United Flagship Development Sdn Bhd ("Vendor") to acquire a 49% equity interest in Sincere for a total cash consideration of RM30.0 million (c. £5.217 million) to be paid to the Vendor in two tranches (the "Acquisition"). On 4 October 2023, the acquisition of Hati via Sincere completed and the first tranche, representing RM2.0 million (c. £0.348 million), has since been paid to the Vendor. The second tranche, representing the balance of RM28.0 million (c. £4.869 million) (the "Second Tranche"), was originally required to be paid by M1 Malaysia by 8 March 2024 (the "Second Tranche Payment Date").

 

On 8 March 2024, the Second Tranche Payment Date was extended until 8 September 2024 ("Extended Second Tranche Payment Date"). However, any payment in relation to the Second Tranche made after the Second Tranche Payment Date will be subject to an interest charge of 10% per annum. The balance amount payable for the Second Tranche (including any interest charge) shall be reduced by RM1.0 million (c. £0.174 million) when the payment is made by the Extended Second Tranche Payment Date.

 

Sincere is an investment holding company with its sole business activity comprising of owning a 100% equity interest in Hati, an operating company in Malaysia. Hati is a healthcare information systems provider in Malaysia focused on healthcare software development and information technology. Through the use of cloud service platforms and software system solutions, Hati has developed a product suite comprising of hospital information systems, clinical information systems, business intelligence platforms and Internet of Things (IoT)/Artificial Intelligence (AI) enabled platforms.

 

The Acquisition has a number of synergistic benefits for both the Group and Hati. The Acquisition is anticipated to enable the Group to vertically integrate its existing electronic payment systems and services with Hati's suite of existing products to support payment methods such as credit cards, debit cards and eWallets via online payments and over the counter payments. In addition, the Acquisition will result in Hati being able to utilise the Group's infrastructure and engineering know-how to automate electronic billing and invoicing. 

 

As part of the Group's long-term growth strategy, the Group intends to develop a payment system that integrates the Group's e-claims and e-payments services with insurance companies thereby resolving cash flow issues typically faced by hospitals and clinics. The Group also intends to explore potential collaborations with the Group's telecommunication partners in order to enable Hati's real-time IoT/AI enabled healthcare devices to operate over 5G cellular networks.  With the above, the Group can also expand its customers base for its existing electronic payment systems and services. In addition, the Acquisition will enable the Group to amongst other benefits, diversify its existing business activities into the growing healthcare information systems industry. 

 

(4)        Acquisition of Jejak Semangat Sdn. Bhd. ("Jejak")

 

On 7 March 2024, the Group announced that M1 Malaysia entered into a Share Sale Agreement with MBP Solutions Sdn. Bhd., LMS Technology Distributions Sdn. Bhd., Dato' Hussian A Rahman and Derrick Chia Kah Wai to acquire 100% of the issued share capital of Jejak for a nominal cash consideration of RM4.00 (c. £0.70). The acquisition completed on 2 July 2024.  

 

Jejak holds a license issued by the Malaysian Ministry of Communications and Multimedia to provide network services in Malaysia for a period until 23 April 2031. The license will complement M1 Malaysia's current business of providing mobile prepaid reload services.

 

The Group anticipates a challenging business environment and remains cautious about the outlook for the remainder of 2024, despite the reported expectations that the Malaysian economy will grow between 4.0% and 5.0%. This caution is due to rising inflation and increased expenses, including higher administrative, infrastructure, and marketing costs, among other related expenses. Consequently, the Group's gross profit margins for its products and services will continue to be affected as it strives to maintain or grow its business.

 

The expected completion of the Proposed Joint Venture with Super Apps and the Merger Exercise as disclosed above will significantly enhance the Group's financial position and future growth. Additionally, the implementation of Hati's potential projects in the foreseeable future is expected to benefit the Group through the share of any profit from this associated company. The Group will continue to invest in and enhance its research and development to support business and technological advancements and to form partnerships for future growth.

 

 

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

Abu Bakar bin Mohd Taib

Chairman

Date: 19 August 2024

 

 

 

Report of the Directors

For the year ended 31 December 2023

 

The Directors are pleased to submit their report together with the financial statements of the Group and the Company for the year ended 31 December 2023.

 

PRINCIPAL ACTIVITY

 

The principal activity of the Group in the year under review was mainly in the business of providing e-commerce infrastructure payment solutions and platforms.

 

KEY PERFORMANCE INDICATORS

	Year ended 31.12.2023		Year ended 31.12.2022
	£		£
Revenue	241,673,952		233,761,671
Operating (loss)/profit	(1,050,815)		378,369
(Loss)/Profit before tax	(1,369,614)		278,978
Net (loss)/profit for the year	(1,408,132)		16,628

KEY RISKS AND UNCERTAINTIES

 

Operational risks

 

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

 

Dependency on distributorship agreements

 

The Group relies on various telecommunication companies to provide the telecommunication products. As a result, the Group's business may be materially and adversely affected if one or more of these telecommunication companies cut or reduce drastically the supply of their products. The Group has distributorship agreements with telecommunication companies such as CelcomDigi Berhad and Maxis Communication Berhad, which are subject to periodic renewal.

 

Dependency on business partners

 

As the revenue of the Group is substantially through the business partners' various channels, such as banking (i.e. mobile banking and internet banking) and e-wallet applications, the Group is dependent on its business partners which include several major banks in Malaysia.  The Group is exposed to the risks that any of the business partners may cease the business relationship with the Group in the future and the Group's ability to grow may be materially and adversely affected.

 

Rapid technological changes/product changes in the e-commerce industry

 

If the Group is unable to keep pace with rapid technological development in the e-commerce industry it may adversely affect the Group's revenues and profits. The e-commerce industry is characterised by rapid technological changes due to changing market trends, evolving industry standards, new technologies and emerging competition. Future success will be dependent upon the Group's ability to enhance its existing technology solutions and introduce new products and services to respond to the constantly changing technological environment. The timely development of new and enhanced services or products is a complex and uncertain process.

 

Demand of products and services

 

The Group's future results depend on the overall demand for its products and services. Uncertainty in the economic environment may cause some business to curtail or eliminate spending on payment technology. In addition, the Group may experience hesitancy on the part of existing and potential customers to commit to continuing with its new services.

 

Financial risks

 

The Group is exposed to liquidity risk and interest rate risk arising principally from its borrowings. If the Group is unable to generate sufficient cashflow from its operations, it may affect the Group's ability to meet its financial obligations. In addition, any significant increase in interest rates may result in higher interest expense and this may affect the Group's cashflow for its operational working capital.

 

Please refer to Note 3 for further information.

 

REVIEW OF BUSINESS

 

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

 

RESULTS AND DIVIDENDS

 

The consolidated total comprehensive loss for the year ended 31 December 2023 was £1,950,236 (2022: total comprehensive profit of £370,950) which has been transferred to reserves. No dividends will be distributed for the year ended 31 December 2023.

 

DIRECTORS

 

The Directors are:

 

Abu Bakar bin Mohd Taib (Non-Executive Chairman)

Dato' Hussian @ Rizal bin A. Rahman (Chief Executive Officer)           

Derrick Chia Kah Wai (Deputy Chief Executive Officer)

Seah Boon Chin (Non-Executive Director)

Azlinda Ezrina binti Ariffin (Non-Executive Director)

 

The beneficial interests of the Directors holding office at 31 December 2023 in the ordinary shares of the Company, were as follows:

 

Ordinary shares of 2.5p each

	Interest at 31.12.23	% of issued capital
Abu Bakar bin Mohd Taib	Nil	Nil
Dato' Hussian @ Rizal bin A. Rahman	53,465,724	50.30
Derrick Chia Kah Wai *	1,800,000	1.69
Seah Boon Chin	Nil	Nil
Azlinda Ezrina binti Ariffin	Nil	Nil

 

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

 

The Directors also held the following ordinary shares under options:

 

	Interest at 31.12.23
Abu Bakar bin Mohd Taib	500,000
Dato' Hussian @ Rizal bin A. Rahman	800,000
Derrick Chia Kah Wai	2,000,000
Seah Boon Chin	2,000,000
Azlinda Ezrina binti Ariffin	Nil

 

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

 

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

 

SUBSTANTIAL SHAREHOLDERS

 

Based on the register of shareholders as of 2 August 2024, the Company had the following shareholders with interests in 3% or more of the issued share capital of the Company pursuant to Part VI of Article 110 of the Companies (Jersey) Law 1991:

 

Ordinary shares of 2.5p each

 

	Number of ordinary shares	% of issued capital
Dato' Hussian @ Rizal bin A. Rahman	53,465,724	50.30
Estate of Dato' Shamsir bin Omar	9,131,677	8.59
Vidacos Nominees Limited <FGN>	6,656,540	6.26
Pershing Nominees Limited <PERNY>	5,216,958*	4.91
Lawshare Nominees Limited <SIPP>	4,439,011	4.18
HSDL Nominees Limited <MAXI>	3,226,569	3.04

 

*    Including 1,800,000 ordinary shares and 1,943,000 ordinary shares in the Company for Derrick Chia Kah Wai and his wife, respectively.

 

PUBLICATION OF ACCOUNTS ON COMPANY WEBSITE

 

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

 

INDEMNITY OF OFFICERS

 

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

 

GROUP'S POLICY ON PAYMENT OF CREDITORS

 

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

 

EMPLOYEE INVOLVEMENT

 

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

 

GOING CONCERN

 

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

 

SIGNIFICANT EVENTS

 

(1)        On 19 October 2022, MobilityOne Sdn Bhd ("M1 Malaysia") entered into a share sale agreement (the "Share Sale Agreement") with Super Apps Holdings Sdn Bhd ("Super Apps") for the disposal by M1 Malaysia of a 60% shareholding in the Gorup's wholly-owned non-core subsidiary OneShop Retail Sdn Bhd ("1Shop") to Super Apps (together the "Disposal"). Concurrently, M1 Malaysia entered into a joint venture cum shareholders agreement with Super Apps and 1Shop (together the "Proposed Joint Venture"). The intention of the Disposal and Proposed Joint Venture is to establish a new joint venture to expand the Group's e-products and services business initially in Malaysia.

 

The Disposal was initially subject to the completion of a merger exercise between Technology & Telecommunication Acquisition Corporation ("TETE") and Super Apps which includes certain approvals by the United States Securities and Exchange Commission ("SEC") (together the "Merger Exercise"). Subsequently it was announced on 1 March 2024 that M1 Malaysia entered into a supplementary agreement with Super Apps to amend the terms and conditions of the Share Sale Agreement in preparation for the Merger Exercise (the "Supplementary Agreement"). Under the new terms and conditions of the Supplementary Agreement, completion of the Disposal is no longer conditional on the Merger Exercise completing. In this regard, it was instead agreed that the Disposal completes upon entry of the Supplementary Agreement.  Notwithstanding completion, if the Merger Exercise does not complete, M1 Malaysia is entitled to purchase back the 60% interest in 1Shop from Super Apps for a nominal consideration of RM1.00.

 

It was further agreed that irrespective of the completion of the Disposal and subject to the completion of the Merger Exercise, Super Apps shall pay M1 Malaysia the following consideration:

 

(a) RM40.0 million (c. £7.53 million) in cash within 14 days upon completion of the Merger Exercise; and

(b) RM20.0 million (c. £3.76 million) in cash within 180 days upon completion of the Merger Exercise.

 

In addition, pursuant to the terms of the Proposed Joint Venture, M1 Malaysia undertook to provide the necessary technical and business support to 1Shop and guaranteed that 1Shop will achieve revenues of at least RM560.0 million in the financial year ending 31 December 2023 or any other period as mutually agreed ("Revenue Target").  In consideration of M1 Malaysia guaranteeing the Revenue Target, M1 Malaysia will be receiving the shares of TETE with aggregate value of RM20.0 million following 1Shop achieving the Revenue Target.  In the event the Revenue Target is not met, M1 Malaysia will not receive the shares of TETE and will not subject to any penalty.

 

Tete Technologies Inc, a wholly-owned subsidiary of TETE, has since filed a draft proxy statement ("TETE Proxy Filing") with the SEC and the TETE Proxy Filing is subject to the approval by the SEC. The Company will release further announcements as and when appropriate.

 

It was announced by the Group on 18 June 2024 that the deadline to complete the Merger Exercise was extended from 20 July 2024 to 20 January 2025. There can be no guarantee that the payment for the consideration of the Disposal and the Proposed Joint Venture can be completed as they are conditional on the completion of the Merger Exercise, which is out of the Group's control. The payment for the consideration of the Disposal and the completion of the Proposed Joint Venture are expected to contribute positively to the financial position and future growth of the Group.

 

(2)        On 29 September 2023, M1 Malaysia entered into a share sale agreement with United Flagship Development Sdn Bhd ("Vendor") to acquire a 49% equity interest in Sincere Acres Sdn Bhd ("Sincere") for a total cash consideration of RM30.0 million (c. £5.217 million) to be paid to the Vendor in two tranches (the "Acquisition"). On 4 October 2023, the acquisition of Hati International Sdn Bhd via Sincere completed and the first tranche, representing RM2.0 million (c. £0.348 million), has since been paid to the Vendor. The second tranche, representing the balance of RM28.0 million (c. £4.869 million) (the "Second Tranche"), was originally required to be paid by M1 Malaysia by 8 March 2024 (the "Second Tranche Payment Date").  

 

On 8 March 2024, the Second Tranche Payment Date was extended until 8 September 2024 ("Extended Second Tranche Payment Date"). However, any payment in relation to the Second Tranche made after the Second Tranche Payment Date will be subject to an interest charge of 10% per annum. The balance amount payable for the Second Tranche (including any interest charge) shall be reduced by RM1.0 million (c. £0.174 million) when the payment is made by the Extended Second Tranche Payment Date.

 

 

STATEMENT OF DIRECTORS' RESPONSIBILITIES

 

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

 

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

 

-       select suitable accounting policies and then apply them consistently;

-       make judgments and estimates that are reasonable and prudent;

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

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

 

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

 

The Directors are responsible for the maintenance and the integrity of the corporate and financial information included on the Group's website. Information published on the website is accessible in many countries, and legislation in Jersey and the relevant provisions of the AIM Rules for Companies governing the preparation and dissemination of financial statements may differ from legislation and the rules in other jurisdictions. The Directors' responsibility also extends to the continued integrity of the financial statements contained therein.

 

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

 

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

 

AUDITORS

 

Gravita Audit Limited has indicated that it will seek re-appointment as the Company's auditor at the forthcoming Annual General Meeting. A resolution to re-appoint Gravita Audit Limited as the Company's auditor will be proposed at the Annual General Meeting.

 

 

ON BEHALF OF THE BOARD:

 

 

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

Dato' Hussian @ Rizal bin A. Rahman

Chief Executive Officer

Date: 19 August 2024

 

 

 

Board of Directors

 

Abu Bakar bin Mohd Taib

(Non-Executive Chairman)

 

Abu Bakar bin Mohd Taib, a Malaysian aged 71, has been the Non-Executive Chairman of the Company since 27 June 2014 and had previously worked for several listed companies and financial institutions in Malaysia including Nestle (Malaysia) Berhad, Bank Bumiputera Malaysia Berhad (now part of CIMB Bank Berhad) and United Malayan Banking Berhad (now part of RHB Bank Berhad). He was mainly involved in corporate communications and corporate affairs until 2004. Since 2005 he has been the director of several companies that are principally involved in timber related activities in Malaysia. He obtained a Master of Business Administration in Marketing and Finance from West Coast University (USA) and a Bachelor of Science in Business Administration from California State University (USA).

 

 

Dato' Hussian @ Rizal bin A. Rahman
(Chief Executive Officer)

 

Dato' Hussian @ Rizal bin A. Rahman, a Malaysian aged 62, is the Chief Executive Officer of the Group.  He has extensive experience in the IT and telecommunications industries in Malaysia and is responsible for the development of the Group's overall management, particularly in setting the Group's business direction and strategies. He is currently also a Non-Executive Director of TFP Solutions Berhad, which is listed on the ACE Market of Bursa Malaysia Securities Berhad (Malaysia Stock Exchange). He obtained a certified Master of Business Administration from the Oxford Association of Management, England.

 

 

Derrick Chia Kah Wai
(Deputy Chief Executive Officer)

 

Derrick Chia Kah Wai, a Malaysian aged 53, is the Deputy Chief Executive Officer of the Group.  He began his career as a programmer in 1994, he then joined GHL Systems Berhad in January 1998 as a Software Engineer and was promoted to Software Development Manager in December 1999. He obtained his Bachelor Degree in Commerce, majoring in Management Information System from University of British Columbia, Canada. He joined the Group in May 2005 and is responsible for the Group's business operations.

 

 

Seah Boon Chin
(Non-Executive Director)

 

Seah Boon Chin, a Malaysian aged 52, began his career in 1995 with a financial institution in Malaysia and worked in the Corporate Finance Department of several established financial institutions in Malaysia and Singapore. He joined the Group in January 2007 and stepped down as the Corporate Finance Director on 15 November 2011 and remains as a Non-Executive Director of the Company. He is currently the Head of Corporate Finance with TA Securities Holdings Berhad in Malaysia. He obtained his Bachelor Degree in Commerce (Honours) with Distinction from McMaster University, Canada.

 

Azlinda Ezrina binti Ariffin

(Non-Executive Director)

 

Azlinda Ezrina binti Ariffin, British by background and aged 55, is an experienced UK-based corporate lawyer with over 25 years legal experience. She is currently a consulting partner in the corporate team at Withersworldwide and was previously a partner in the capital markets teams at both Olswang LLP and Fasken Martineau LLP, prior to joining Withersworldwide in 2016. Azlinda specialises in mergers and acquisitions and equity capital markets transactions. Azlinda is a member of both the Law Society of England & Wales and the Malaysian Bar. She is also a barrister and member of Gray's Inn.

 

 

 

Corporate Governance Report

 

The Directors recognise the importance of good corporate governance and have adopted the Quoted Companies Alliance ("QCA") Corporate Governance Code, 2018 ("QCA Code") in line with the AIM Rules for Companies ("AIM Rules") requirements that all AIM quoted companies adopt and comply with a recognised corporate governance code. The Directors consider that the Company complies with the QCA Code so far as is practicable.  The QCA has launched an updated version of its corporate governance code, 2023 ("2023 QCA Code") which applies to the financial year after 1 April 2024.  While the Directors have not adopted the 2023 QCA Code, they will do so for the financial year after 1 April 2024.

 

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

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

 

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

 

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

 

Even though the e-payment business in Malaysia, particularly prepaid airtime reload and bill payment business, is contributing substantially to the Group's revenue, the Group continues to explore other business opportunities in Malaysia and other countries to enhance its product offering for future growth.

 

The key risks and uncertainties to the business model and strategy are detailed in the Report of the Directors of the Company's Accounts for the year ended 31 December 2023.

 

2.       Seek to understand and meet shareholder needs and expectations

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

The principal risks and uncertainties affecting the business are set in the Report of the Directors of the Company's Accounts for the year ended 31 December 2023.

 

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

 

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

 

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

 

The Board comprises two Executive Directors and three Non-Executive Directors. All of the Non-Executive Directors are members of the audit, remuneration and nomination committees and have the necessary skills and knowledge to discharge their duties and responsibilities.

 

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

 

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

 

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

 

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

 

In addition to the numerous written Board resolutions approved by the Board which have the same force and effect as if adopted at duly convened meetings of all the Directors, the Company had six Board meetings in 2023 which were attended by all the Directors in office at the time of each board meeting. 

 

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

 

The Directors' biographies are set out in the section "Board of Directors" of the Company's Accounts for the year ended 31 December 2023.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Appraisals are carried out each year with all Executive Directors.

 

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

 

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

 

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

 

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

 

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

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

 

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

 

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

 

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

 

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

 

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

 

The Board has established the following committees: Audit Committee, Remuneration Committee and Nomination Committee. The members of the three committees are all the three Non-executive Directors. Abu Bakar bin Mohd Taib chairs the Audit Committee, Remuneration Committee and Nomination Committee.

 

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

 

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

 

The Nomination Committee, which meets as required, has responsibility for reviewing the size and composition of the Board, the appointment of replacement or additional Directors and making appropriate recommendations to the Board. The Nominations Committee did not meet in the year.

 

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

 

The Board does not maintain a formal schedule of matters reserved for Board decision but matters such as financial results, Board appointments and acquisitions require approval at Company's Board meetings or written Board resolutions approved by the Board which have the same force and effect as if adopted at duly convened meetings of all the Directors. In 2023, the Company held six Board meetings.

 

Board and committee meetings

Attendances of Directors at Board and committee meetings convened in 2023 are set out below:

	Board Meetings Attended	Audit Committee Meeting Attended	Remuneration Committee Meeting Attended
Number of meetings in year	6	2	2
Abu Bakar bin Mohd Taib	6	2	2
Dato' Hussian @ Rizal bin A. Rahman	6	N/A	N/A
Derrick Chia Kah Wai	6	N/A	N/A
Seah Boon Chin	6	2	2
Azlinda Ezrina Binti Ariffin	6	2	2

 

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

 

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

 

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

 

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

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

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

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

 

 

 

Report of the Independent Auditor to the Members of MobilityOne Limited

 

 

Opinion

 

We have audited the financial statements of MobilityOne Limited ('the Company') and its subsidiaries (together 'the Group'), which comprise the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Company Statement of Cash Flows and the Notes to the financial statements, including a summary of significant accounting policies.

 

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

 

In our opinion:

 

•     the financial statements give a true and fair view of the state of the Group's and of the Company's affairs as at 31 December 2023 and of the Group's loss for the year then ended;

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

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

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

 

Basis for opinion

 

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

 

Our approach to the audit

 

We tailored the scope of our audit work to ensure we obtained sufficient evidence to support our opinion on the financial statements as a whole, taking into account the structure of the Group and the Company, the accounting processes and controls and the industry in which the Group operates.

 

As Group auditor we carried out the audit of the Company financial statements and, in accordance with ISA (UK) 600, obtained sufficient appropriate evidence regarding the audit of the Group's significant components.

 

The Group financial statements consolidate the Company and eleven subsidiaries.  The subsidiaries are legal entities incorporated in Malaysia, Brunei and the Philippines.  The Group financial statements also equity account for an associate, Sincere Acres Sdn Bhd, a company registered in Malaysia.  The associate represents a subgroup of the associate and its four subsidiaries.

 

We determined MobilityOne Sdn Bhd, One Tranzact Sdn Bhd, OneTransfer Remittance Sdn Bhd and Sincere Acres Sdn Bhd to be significant components due to their relative contribution to the results and balances reported in the Group financial statements.  The Group engagement team directed, supervised and reviewed the work of the component auditors in Malaysia who performed a full scope audit of the significant components. This involved issuing detailed instructions, holding video calls and performing a review of audit working papers.  The scope of audit work in respect of Sincere Acres Bhd Sdn, the Group's associate, included testing of that component's statement of financial position as at the date that the Group gained significant influence.

 

Collectively, the significant components represent over 99% of Group revenue and over 99% of Group assets.

 

Audit work on the significant components was performed at component materiality levels ranging from £22,000 to £90,000, lower than Group materiality (2022: £5,000 to £130,000).  Certain components were audited to a local statutory audit materiality that was lower than component materiality.

 

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

 

Key audit matters

 

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on the overall audit strategy, the allocation of resources in the audit and directing the efforts of the engagement team.

 

These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. This is not a complete list of all risks identified by our audit.

 

Key audit matter

How our audit addressed the key audit matter

Revenue recognition   The Group recorded significant revenue from the sale of prepaid mobile credit, representing over 99% of consolidated revenue.  Total revenue recognised in the year was £241.7m (2022: £233.8m).   In light of the significance of revenue to the Group financial statements, we considered revenue recognition to be a Key Audit Matter.

Our audit work included:   -       Gaining an understanding of the control environment in which revenue accounting is undertaken; -       Performing a walkthrough of key controls associated with revenue accounting; -       Obtaining and reviewing management's revenue recognition policy by reference to IFRS 15; -       Challenging management on their determination of whether the Group acts as principal or agent in the sale of prepaid mobile credit; -       Reviewing the work of an auditor's expert in respect of the General IT Control environment; -       Performing a significant sample of substantive tests of revenue; -       Reviewing revenue recognition by reference to the performance obligations in the underlying revenue contracts.   We concluded that revenue recognition is satisfactory and in line with the Group's accounting policy.

 

Key audit matter

How our audit addressed the key audit matter

Investment in associate   On 4 October 2023, the Group acquired a 49% interest in Sincere Acres Sdn Bhd, the parent company of a Malaysian group of companies involved in medical technologies including HATI International Sdn Bhd, for total consideration of £5.1m.   Management determined that the facts and circumstances of the resulting relationship represented significant influence and not control.  The investment is therefore equity accounted as an associate in line with IAS 28.   As a result, the Group recognised a share of loss of associate of £0.1m in the year in respect of the period from 4 October 2023 to 31 December 2023.  In light of the reported loss, management performed an impairment assessment and determined that no impairment was required in light of the projected cash flows within the Sincere Acres group.   Given the significance of both the investment in the consolidated statement of financial position and the potential impact of various judgements associated with the investment, we determined the Group's investment in Sincere Acres to be a Key Audit Matter.

Our audit work included:   -       Obtaining and reviewing the underlying share purchase agreement to understand the effective date of the acquisition and the key terms and conditions; -       Challenging management on their assessment of factors which might indicate that the Group has control over the investee; -       Checking the appropriateness of the accounting treatment of deferred consideration by reference to the acquisition agreement; -       Discussion with the management of MobilityOne and Sincere Acres to understand the commercial rationale for the investment and the future plans of the Sincere Acres group; -       Challenging management on their interpretation of the nature of the excess consideration over net assets at purchase date; -       Reviewing the basis on which management determined that no impairment of its net investment in the associate was required; -       Examining the suitability of disclosures associated with the investment in associate.   We determined that the investment in associate is fairly stated in line with the Group's accounting policy.

 

Our application of materiality

 

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

 

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

 

	Group	Company
Overall materiality	£130,000 (2022: £191,000)	£40,000 (2022: £9,000)
How we determined it	1.2% of gross profit  (2022: 1.5% of gross profit)	2% of gross assets (2022: 5% of profit before tax)
Rationale for benchmark applied	We believe that gross profit is a principal measure used by the members in assessing the trading performance of the Group and is therefore the appropriate benchmark.	As a holding company with no trade and one material asset, being an investment in subsidiary, we determined that gross assets were the most appropriate benchmark against which to determine materiality.  This is a change from the prior period when 5% of profit before tax was used.  We consider the change in approach better represents the financial reporting risks of the entity.

 

We set performance materiality at an amount less than materiality for the financial statements as a whole to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceed materiality for the financial statement as a whole.  Performance materiality was set at £91,000 and £28,000 for the Group and Company respectively (2022: £143,250 and £6,750).

 

We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £6,500 (2022: £10,000) as well as misstatements below those amounts that, in our view, warranted reporting for qualitative reasons.

 

Conclusions relating to going concern

 

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

 

Our evaluation of the Directors' assessment of the entity's ability to continue to adopt the going concern basis of accounting included, as part of our risk assessment, review of the nature of the business of the Group and Company, its business model, the requirements of the applicable financial reporting framework and the system of internal control. We evaluated the Directors' assessment of the Group's and the Company's ability to continue as a going concern, including challenging the underlying data and key assumptions used to make the assessment, and evaluated the directors' plans for future actions in relation to their going concern assessment.  We challenged management on the potential cash flow forecasts in scenarios in which the TETE Merger occurs during the review period and also where it does not.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's and Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. However, because not all future events or conditions can be predicted this statement is not a guarantee as to the Group's or Company's ability to continue as a going concern.

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

 

Other information

 

The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The Directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

 

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

 

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

 

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

 

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

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

•      the Group and Company financial statements are not in agreement with the accounting records and returns.

 

Responsibilities of Directors for the Group Financial Statements

 

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

 

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

 

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

 

Auditor's responsibilities for the audit of the financial statements

 

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

 

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

 

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

 

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

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

·    we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Group and Company, including company law and taxation legislation in Malaysia.

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

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

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

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

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

 

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

 

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

·    tested journal entries to identify unusual transactions;

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

·    investigated the rationale behind significant or unusual transactions; and

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

o  agreeing financial statement disclosures to underlying supporting documentation;

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

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

o  reviewing correspondence with local tax authorities and the Group's legal advisors.

 

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

 

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

 

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

 

Use of this report

 

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

 

 

Joseph Brewer

 

For and on behalf of Gravita Audit Limited (Statutory Auditor)

 

Aldgate Tower

2 Leman Street

London

EC1 8FA

 

19 August 2024

 

 

 

 

Consolidated Income Statement

For the year ended 31 December 2023

 

 

		2023		2022
	Note	£		£
Revenue	5	241,673,952		233,761,671
Cost of sales		(229,742,340)		(221,010,827)
GROSS PROFIT		11,931,612		12,750,844
Other operating income		136,872		145,674
Administration expenses		(12,547,017)		(11,940,311)
Other operating expenses		(220,895)		(304,196)
Net loss on financial instruments	15	(351,387)		(273,642)
OPERATING (LOSS)/PROFIT		(1,050,815)		378,369
Finance income		41,033		37,752
Finance costs	6	(236,058)		(137,143)
Share of post-tax loss of equity accounted
associates	16	(123,774)		-
(LOSS)/PROFIT BEFORE TAX	7	(1,369,614)		278,978
Tax	8	(38,518)		(262,350)
(LOSS)/PROFIT FROM CONTINUING
OPERATIONS		(1,408,132)		16,628
(LOSS)/PROFIT		(1,408,132)		16,628
Attributable to:
Owners of the parent		(1,408,482)		23,857
Non-controlling interests		350		(7,229)
		(1,408,132)		16,628
(LOSS)/PROFIT PER SHARE
Basic earnings per share (pence)	10	(1.325)		0.022
Diluted earnings per share (pence)	10	(1.325)		0.021

 

 

The notes form part of these financial statements