MobilityOne
Annual Report 2020

Plain-text annual report

CONTENTS Company Information Chairman’s Statement Report of the Directors Board of Directors Corporate Governance Report Report of the Independent Auditors Consolidated Income Statement Consolidated Statement of Comprehensive Income Consolidated Statement of Changes in Equity Company Statement of Changes in Equity Consolidated Statement of Financial Position Company Statement of Financial Position Consolidated Statement of Cash Flows Company Statement of Cash Flows Notes to the Financial Statements Notice of Annual General Meeting Form of Proxy 02 03 05 10 11 16 23 24 25 27 28 30 31 32 33 81 COMPANY INFORMATION For the year ended 31 December 2020 DIRECTORS Abu Bakar bin Mohd Taib (Non-Executive Chairman) Dato’ Hussian @ Rizal bin A. Rahman (Chief Executive Officer) Derrick Chia Kah Wai (Chief Operating Officer) Seah Boon Chin (Non-Executive Director) Azlinda Ezrina binti Ariffin-Boromand (Non-Executive Director) – appointed on 30 April 2021 SECRETARY Computershare Company Secretarial Services (Jersey) Limited 13 Castle Street St Helier Jersey JE1 1ES Channel Islands REGISTERED OFFICE 13 Castle Street St Helier Jersey JE1 1ES Channel Islands BUSINESS ADDRESS 2-3, Incubator 2 Technology Park Malaysia Bukit Jalil 57000 Kuala Lumpur Malaysia Tel: +603 8996 3600 AUDITORS Jeffreys Henry LLP Finsgate 5-7 Cranwood Street London EC1V 9EE United Kingdom NOMINATED ADVISER AND BROKER Allenby Capital Limited 5 St. Helen’s Place London EC3A 6AB United Kingdom I 2 I CHAIRMAN’S STATEMENT For the year ended 31 December 2020 INTRODUCTION MobilityOne Limited's current organisation structure is depicted below: The Directors are pleased to present the audited consolidated financial statements for MobilityOne Limited for the year ended 31 December 2020. For the financial year ended 31 December 2020, the Group achieved an increase in revenue to £246.7 million (31 December 2019: revenue of £169.4 million). This reflects a 45.6% increase and was mainly due to the strong growth of the Group’s e-payment business in Malaysia, in particular, the Group’s mobile phone prepaid airtime reload and bill payment business through the Group’s banking channels (i.e. mobile banking and internet banking) with 10 banks and third parties’ e-wallets. In tandem with the increase in revenue, the Group recorded a profit after tax of £1.61 million in 2020 (2019: profit after tax of £1.87 million, which included a one-off gain of £1.11 million in connection with the Group’s disposal of its 55%-owned loss- making subsidiary in Bangladesh), which is the highest profit after tax (excluding any one-off gain) generated by the Group since its admission to AIM in 2007. In 2020, the Group’s international remittance services and e-money business in Malaysia and e-payment solutions activities in the Philippines and Brunei remained small and did not make significant contributions to the Group. As at 31 December 2020, the Group’s financial position remained healthy with cash and cash equivalents of £4.42 million (31 December 2019: cash and cash equivalents of £4.42 million) and the secured loans and borrowings from financial institutions amounted to £3.20 million (31 December 2019: £3.43 million). I 3 I CHAIRMAN’S STATEMENT (CONTINUED) For the year ended 31 December 2019 REVIEW OF ACTIVITIES AND OUTLOOK In 2020, there was no change to the core business activities of the Group, namely being an e-payment business for mobile phone prepaid airtime reload and bill payment in Malaysia. Other businesses of the Group include international remittance services and e-money. In 2021, the Group received a license from MasterCard Asia/Pacific Pte Ltd ("MasterCard") for the Group to issue MasterCard prepaid cards in Malaysia which will complement the Group's existing e-wallet and will be part of the Group's end-to-end payment ecosystem. In addition, the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") has permitted the Group to join its network. With SWIFT's platform, the Group is expected to be able to expand its business to larger amount of money transfers for business to business (B2B) in addition to the Group’s existing arrangement with MoneyGram which caters mainly for the smaller amount of money transfers, typically for consumer to consumer (C2C). While the Directors do not anticipate any significant revenue contribution from the developments with MasterCard and SWIFT in the current financial year, as the transactions are expected to only commence in the 4th quarter of this year for MasterCard and now the 1st half of 2022 for SWIFT (in view of a longer system integration process) after receiving relevant approvals from the Central Bank of Malaysia, they are expected to contribute positively to the Group's overall growth prospects in the long term. On 1 September 2021, the Company’s wholly-owned subsidiary in the UK, M-One Tech Limited, submitted an 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 includes the use of e-wallets for payments of purchases or transfer funds to/from other parties within the e-money ecosystem, both of which are areas in which the Group already has the operational experience in Malaysia. The decision from the FCA in respect of the submitted application is expected to be received in the 2nd quarter of 2022 and, if approved, the Group will be able to expand its business activities into the UK. There can be no guarantee as to either the decision or timing of the decision by the FCA. The COVID-19 pandemic has not negatively affected the Group’s financial performance. This is primarily as a result of the nature of the Group’s major business activities being focused on e-payments. Notwithstanding that the Group’s international remittance services and e-money business in Malaysia and business activities in the Philippines and Brunei are expected to remain insignificant in 2021, the Group remains positive on its business outlook for the remainder of 2021. This is particularly in light of the activity within the Group’s mobile phone prepaid airtime reload and bill payment business in Malaysia. In addition, the Group will continue to enhance its product offering and pursue new business opportunities for future growth. ............................................ Abu Bakar bin Mohd Taib Chairman Date: 20 September 2021 I 4 I REPORT OF THE DIRECTORS For the year ended 31 December 2020 The Directors are pleased to submit their report together with the financial statements of the Company and the Group for the year ended 31 December 2020. 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 31.12.2020 £ Year ended 31.12.2019 £ 246,673,038 2,464,077 2,257,536 1,605,627 169,412,664 1,356,228 1,083,176 1,871,998 Revenue Operating profit Profit before tax Net profit for the year KEYS 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, the introduction of new and superior technology or products and services by competitors and changes in the general economic, business and credit conditions. Dependency on Distributorship Agreements The Group relies on various telecommunication companies to provide the telecommunication products. As a result, the Group’s business may be materially and adversely affected if one or more of these telecommunication companies cut or reduce drastically the supply of their products. The Group has distributorship agreements with telecommunication companies such as DiGi Telecommunications Sdn. Bhd., Celcom (M) Berhad and Maxis Communication Berhad, which are subject to periodic renewal. 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. I 5 I REPORT OF THE DIRECTORS (CONTINUED) For the year ended 31 December 2020 KEYS RISKS AND UNCERTAINTIES (Continued) Demand of products and services The Group’s future results depend on the overall demand for its products and services. Uncertainty in the economic environment may cause some business to curtail or eliminate spending on payment technology. In addition, the Group may experience hesitancy on the part of existing and potential customers to commit to continuing with its new services. Financial risks Please refer to Note 3. REVIEW OF BUSINESS The results for the year and financial position of the Company and the Group are as shown in the Chairman’s statement. RESULTS AND DIVIDENDS The consolidated total comprehensive profit for the year ended 31 December 2020 was £1,525,010 (2019: £1,828,915) which has been transferred to reserves. No dividends will be distributed for the year ended 31 December 2020. 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 (Chief Operating Officer) Seah Boon Chin (Non-Executive Director) Azlinda Ezrina binti Ariffin-Boromand (Non-Executive Director) – appointed on 30 April 2021 The beneficial interests of the Directors holding office at 31 December 2020 in the ordinary shares of the Company, were as follows: Ordinary shares of 2.5p each Interest at 31.12.20 % of issued capital Abu Bakar bin Mohd Taib Dato’ Hussian @ Rizal bin A. Rahman Derrick Chia Kah Wai * Seah Boon Chin Nil 53,465,724 Nil Nil Nil 50.30 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. I 6 I REPORT OF THE DIRECTORS (CONTINUED) For the year ended 31 December 2020 The Directors also held the following ordinary shares under options: Abu Bakar bin Mohd Taib Dato’ Hussian @ Rizal bin A. Rahman Derrick Chia Kah Wai Seah Boon Chin Interest at 31.12.20 500,000 800,000 2,000,000 2,000,000 The options were granted on 5 December 2014 at an exercise price of 2.5p. The period of the options is ten years. The Directors’ remuneration of the Group is disclosed in Note 4. SUBSTANTIAL SHAREHOLDERS Based on the register of shareholders as of 30 August 2021, the Company had the following beneficial interests in 3% or more of the issued share capital pursuant to Part VI of Article 110 of the Companies (Jersey) Law 1991: Ordinary 2.5p shares Dato’ Hussian @ Rizal bin A. Rahman Vidacos Nominees Limited Estate of Dato’ Shamsir bin Omar Number of ordinary shares % of issued capital 53,465,724 20,804,463 9,131,677 50.30 19.57 8.59 PUBLICATION OF ACCOUNTS ON COMPANY WEBSITE Financial statements are published on the Company’s website, which can be found at www.mobilityone.com.my. The maintenance and integrity of the website is the responsibility of the Directors. The Directors’ responsibility also extends to the financial statements contained therein. INDEMNITY OF OFFICERS The Group does not have the insurance cover against legal action bought 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. I 7 I REPORT OF THE DIRECTORS (CONTINUED) For the year ended 31 December 2020 SIGNIFICANT EVENTS Outbreak of coronavirus ("COVID-19") pandemic During the financial year ended 31 December 2020, the world was impacted by the COVID-19 pandemic which resulted in national lockdowns across the world in order to stop the spreading of the COVID-19. As a result, the Group implemented all the standard operating procedures recommended by the Ministry of Health in order to prevent the spreading of COVID-19. The Directors have assessed the overall impact of the COVID-19 pandemic on the Group’s and the Company’s operations, financial performance and cash flows. In this regard, the Directors have concluded that there is no material adverse effect on the Group’s and the Company’s financial results for the year ended 31 December 2020. The Directors have prepared the financial results for the year ended 31 December 2020 having considered the impact of COVID-19 and the current economic environment. The Directors continue to believe that it is appropriate to adopt the going concern basis of accounting in preparing the financial results for the year ended 31 December 2020. STATEMENT OF DIRECTORS' RESPONSIBILITIES The Directors are responsible for preparing the Directors’ Report and financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the European Union. Under Company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the Directors are required to: select suitable accounting policies and then apply them consistently; - - make judgments and estimates that are reasonable and prudent; - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business for the foreseeable future; and state that the financial statements comply with International Financial Reporting Standards (IFRS) as adopted by the European Union. - The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with Article 110 of the Companies (Jersey) Law 1991. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS So far as the Directors are aware, there is no relevant audit information of which the Company and Group's auditors are unaware, and each Director has taken all the steps that he ought to have taken as a Director in order to make himself aware of any relevant audit information and to establish that the Company and Group's auditors are aware of that information. I 8 I REPORT OF THE DIRECTORS (CONTINUED) For the year ended 31 December 2020 AUDITORS Jeffreys Henry LLP have expressed their willingness to continue in office as auditors to the Company. A resolution proposing that Jeffreys Henry LLP be re-appointed will be put to the forthcoming Annual General Meeting. ON BEHALF OF THE BOARD: ................................................................ Dato’ Hussian @ Rizal bin A. Rahman Chief Executive Officer Date: 20 September 2021 I 9 I BOARD OF DIRECTORS Abu Bakar bin Mohd Taib (Non-Executive Chairman) Abu Bakar bin Mohd Taib, a Malaysian aged 68, 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 59, 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 the Managing 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 (Chief Operating Officer) Derrick Chia Kah Wai, a Malaysian aged 50, is the Chief Operating Officer of the Group. He began his career as a programmer in 1994, he then joined GHL Systems Berhad in January 1998 as a Software Engineer and was promoted to Software Development Manager in December 1999. He obtained his Bachelor Degree in Commerce, majoring in Management Information System from University of British Columbia, Canada. He joined the Group in May 2005 and is responsible for the Group’s business operations. Seah Boon Chin (Non-Executive Director) Seah Boon Chin, a Malaysian aged 50, began his career in 1995 with a financial institution in Malaysia and worked in the Corporate Finance Department of several established financial institutions in Malaysia and Singapore. He joined the Group in January 2007 and stepped down as the Corporate Finance Director on 15 November 2011 and remains as a Non-Executive Director of the Company. He is currently the Head of Corporate Finance with TA Securities Holdings Berhad in Malaysia. He obtained his Bachelor Degree in Commerce (Honours) with Distinction from McMaster University, Canada. Azlinda Ezrina binti Ariffin-Boromand (Non-Executive Director) Azlinda Ezrina binti Ariffin-Boromand, British by background and aged 52, 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. I 10 I CORPORATE GOVERNANCE REPORT The Directors recognise the importance of good corporate governance and have chosen to adopt the Quoted Companies Alliance Corporate Governance Code (“QCA Code”) in line with the changes to AIM Rules requiring all AIM quoted companies to adopt and comply with a recognised corporate governance code. The Directors consider that the Company complies with the QCA Code so far as is practicable. The QCA Code identifies 10 principles that focus on the pursuit of medium to long term value for shareholders. The following report sets out in broad terms how the Company currently complies with the QCA Code. 1. Establish a strategy and business model which promote long-term value for shareholders The Group’s strategy and business model are developed by the Chief Executive Officer (“CEO”) and approved by the Board, whenever required. The management team, led by the CEO, is responsible for implementing the strategy. Over the years, the Group has developed its core competencies in providing a bridge between the service providers to their end consumers using the Group’s technology to accept transactions via multiple channels either via mobile phones, Internet, electronic data capture terminals and even via banking channels like Internet banking portal, automated teller machines (ATM) and mobile banking. Even though the e-payment business in Malaysia, particularly prepaid airtime reload and bill payment business, is contributing substantially to the Group’s revenue, the Group continues to explore other business opportunities in Malaysia and other countries such as the Philippines, Brunei and the United Kingdom to enhance its product offering for future growth. The key risks and uncertainties to the business model and strategy are detailed in the Report of the Directors and note 3 of the Company’s Accounts for the year ended 31 December 2020. 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 top three shareholders hold over 70% of the Company’s share capital, 50.3% of the share capital being held by the CEO. The CEO talks regularly with the Company’s major non-board shareholders to understand their needs and expectations. Some of the Company’s larger shareholders have been investors in the Company for a number of years. They have the direct contact details of the CEO. 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. I 11 I CORPORATE GOVERNANCE REPORT (CONTINUED) 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 organization The principal risks and uncertainties affecting the business are set in the Report of the Directors and note 3 of the Company’s Accounts for the year ended 31 December 2020. 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. Two of the Non-Executive Directors, namely Abu Bakar bin Mod Taib and Seah Boon Chin are the members of audit, remuneration and nomination committees who 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. The Chairman is considered to be an Independent Director and acts as a Senior Independent Director. 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. I 12 I CORPORATE GOVERNANCE REPORT (CONTINUED) 5. Maintain the board as a well- functioning, balanced team led by the chair (continued) 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 three Board meetings in 2020 which were attended by all the Directors. 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 2020. 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. I 13 I CORPORATE GOVERNANCE REPORT (CONTINUED) 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 judgment 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 Abu Bakar bin Mohd Taib (Non-executive Chairman) and Seah Boon Chin (Non-executive Director). Abu Bakar bin Mohd Taib chairs the Audit Committee, Remuneration Committee and Nomination Committee. The Audit Committee normally meets twice a year and has responsibility for, amongst other things, planning and reviewing the annual report and accounts and interim statements. It is also responsible for ensuring that an effective system of internal control is maintained. The ultimate responsibility for reviewing and approving the annual financial statements and interim statements remains with the Board. The Remuneration Committee meets at least once a year and has responsibility for making recommendations to the Board on matter such as the remuneration packages for each of the Directors. The Nomination Committee, which meets as required, has responsibility for reviewing the size and composition of the Board, the appointment of replacement or additional Directors and making appropriate recommendations to the Board. The Directors consider that the Group has an appropriate governance framework for its size now and as it grows but they will consider the evolution of this framework on an annual basis. I 14 I CORPORATE GOVERNANCE REPORT (CONTINUED) 9. Maintain governance structures and processes that are fit for purpose and support good decision- making by the board (continued) 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 2020, the Company held three Board meetings. Board and committee meetings Attendances of Directors at Board and committee meetings convened in 2019 are set out below: Director Number of meetings in year Abu Bakar bin Mohd Taib Dato’ Hussian @ Rizal bin A. Rahman Derrick Chia Kah Wai Seah Boon Chin Board Meeting Attended Audit Committee Meeting Attended Remuneration Committee Meeting Attended 3 3 3 3 3 1 1 N/A N/A 1 1 1 N/A N/A 1 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. I 15 I REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF MOBILITYONE LIMITED OPINION We have audited the financial statements of MobilityOne Limited (the ‘parent company’) and its subsidiaries (the ‘Group’), which comprise the consolidated statement of financial position as at 31 December 2020 and the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union. The financial reporting framework that has been applied in the preparation of the parent company financial statements is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union. In our opinion: • the financial statements give a true and fair view of the state of the Group’s and of the parent company’s affairs as at 31 December 2020 and of the Group’s loss for the year then ended; the Group’s financial statements have been properly prepared in accordance with International Financial Reporting Standard (IFRSs) as adopted by the European Union and prepared in accordance with the requirements of the Companies (Jersey) Law 1991; the parent company’s financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union and as applied in accordance with the requirements and provisions of Companies (Jersey) Law 1991; and the financial statements have been prepared in accordance with the requirements of the Companies (Jersey) Law 1991 • • • BASIS FOR OPINION We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code), ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements and IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. CONCLUSIONS RELATING TO GOING CONCERN In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation of the financial statement is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on MobilityOne Limited (the ‘parent company’) and its subsidiaries (the ‘Group’) ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. I 16 I REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF MOBILITYONE LIMITED (CONTINUED) KEY AUDIT MATTERS Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. This is not a complete list of all risks identified by our audit Key audit matter How our audit addressed the key audit matter Investment in subsidiaries MobilityOne Limited has significant interest in subsidiary companies. As such there is a risk that the net book value of investments may be impaired. Going concern assumption The Group is dependent upon its ability to generate sufficient cash flows to meet continued operation costs and hence continue trading. The income is derived from the provision of e-commerce infrastructure payment solutions and platforms. The going concern assumption is dependent on the future growth and return to profitability of the current business as well as the development of the additional subsidiaries added to the Group during the year under review. Inventory The subsidiary of the Group, MobilityOne Sdn Bhd holds material levels of inventory at the year end which presents a risk that the carrying values might be overstated and impact the Group figures. We reviewed the net assets of the subsidiary companies in comparison to the net book value of investments. We considered the nature of MobilityOne Limited as a holding company, whilst the subsidiary companies make up the trading element of the Group. In light of this we also compared the net book value of investments with the market capitalisation of the Group. We evaluated the suitability of management’s model for the forecast. The forecast includes assumptions, including those related to the growth in revenues and growth performance of additional subsidiaries added to the Group. Our audit work has focused on evaluating and challenging the reasonableness of these assumptions and their impact on the forecast period. We reviewed the carrying value of the inventory against the Net Realisable Value (NRV) of the inventory in ensuring that the carrying value are not higher than that of NRV. I 17 I REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF MOBILITYONE LIMITED (CONTINUED) 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: Overall materiality £194,000 (2019: £847,000) £7,000 (2019: £40,000) Group financial statements Company financial statements How we determined it Rationale for benchmark applied 1.5% of gross profit 1% of gross assets 4% of net assets 5% of profit before tax 2.5% of gross assets We believe that gross profit, gross assets and net assets are the primary measures used by the shareholders in assessing the performance of the Group and is a generally accepted auditing benchmark. We believe that profit before tax and gross assets are the primary measure used by the shareholders in assessing the performance of the Company, and is a generally accepted auditing benchmark For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group materiality. The range of materiality allocated across components was between £140,000 and £5,000. We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £15,050 (2019: £15,050) and £1,200 as well as misstatements below those amounts that, in our view, warranted reporting for qualitative reasons. AN OVERVIEW OF THE SCOPE OF OUR AUDIT As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we looked at where the directors made subjective judgments, for example in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits we also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud. How we tailored the audit scope We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking into account the structure of the Group and the Company, the accounting processes and controls, and the industry in which they operate. The Group’s financial statements are a consolidation of ten reporting units, comprising the Group’s operating businesses and holding companies. I 18 I REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF MOBILITYONE LIMITED (CONTINUED) AN OVERVIEW OF THE SCOPE OF OUR AUDIT (Continued) We performed audits of the complete financial information of MobilityOne Limited, MobilityOne Sdn Bhd, M1 Pay Sdn Bhd, One Tranzact Sdn Bhd, OneShop Retail Sdn Bhd, M1 Merchant Sdn Bhd, M-One Tech Limited and M1 AP Sdn Bhd reporting units, which were individually financially significant and accounted for 100% of the Group’s revenue and 95% of the Group’s absolute profit before tax (i.e. the sum of the numerical values without regard to whether they were profits or losses for the relevant reporting units). The Group’s engagement team performed all audit procedures, with the exception of the audit of MobilityOne Sdn Bhd, M1 Pay Sdn Bhd, One Tranzact Sdn Bhd, OneShop Retail Sdn Bhd, M1 Merchant Sdn Bhd, M-One Tech Limited and M1 AP Sdn Bhd which were performed by a component auditor in Malaysia. Our involvement in the work of the component auditor in Malaysia included regular communication with a formal meeting arranged following the performance of the procedures. A review of the working papers was undertaken in the United Kingdom. OTHER INFORMATION The Directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION BY THE COMPANIES (JERSEY) LAW 1991 In the light of the knowledge and understanding of the Group and parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the directors’ report. We have nothing to report in respect of the following matters in relation to which the Companies (Jersey) Law 1991 Article 113B (3) requires us to report to you if, in our opinion: • proper accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or the group and parent company financial statements are not in agreement with the accounting records and returns • I 19 I REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF MOBILITYONE LIMITED (CONTINUED) RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE CONSOLIDATED FINANCIAL STATEMENT As explained more fully in the directors’ responsibilities statement set out on page 8, the Directors and management are responsible for the preparation and fair presentation of the consolidated of the financial statements in accordance with IFRS, and for such internal control as the directors and management determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, the Directors and management are responsible for assessing the Group’s and parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors and management either intend to liquidate the Group or the parent company or to cease operations, or have no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Group’s financial reporting process. AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. OTHER MATTERS WHICH WE ARE REQUIRED TO ADDRESS We were re-appointed by the Board of Directors on 30th September 2020 to audit the financial statements for the period ending 31 December 2020. Our total uninterrupted period of engagement is 14 years, covering the period ending 31 December 2020, with relevant second engagement partner in place. The audit has been designed to detect all material irregularities, including fraud. We believe our tests are sufficient in this regard. The engagement team has remained alert to any indication of fraud or non-compliance with laws and regulations throughout the audit. The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group or the parent company and we remain independent of the group and the parent company in conducting our audit. Our audit opinion is consistent with the additional report to the audit committee. THE EXTENT TO WHICH THE AUDIT WAS CONSIDERED CAPABLE OF DETECTING IRREGULARITIES INCLUDING FRAUD Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: • the senior statutory auditor ensured the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations. • we identified the laws and regulations applicable to the group through discussions with directors and other management. I 20 I REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF MOBILITYONE LIMITED (CONTINUED) THE EXTENT TO WHICH THE AUDIT WAS CONSIDERED CAPABLE OF DETECTING IRREGULARITIES INCLUDING FRAUD (Continued) • we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including taxation legislation, data protection, anti-bribery, employment, environmental, health and safety legislation and anti-money laundering regulations. • we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management • and inspecting legal correspondence. identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit; and • we assessed the susceptibility of the group’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: o making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and o considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. TO ADDRESS THE RISK OF FRAUD THROUGH MANAGEMENT BIAS AND OVERRIDE OF CONTROLS, WE: • • • performed analytical procedures to identify any unusual or unexpected relationships; • • tested journal entries to identify unusual transactions; assessed whether judgements and assumptions made in determining the accounting estimates set out in note 2 of the Group financial statements were indicative of potential bias; investigated the rationale behind significant or unusual transactions; and in response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: o agreeing financial statement disclosures to underlying supporting documentation; o o enquiring of management as to actual and potential litigation and claims; and o reviewing correspondence with local tax authority and the group’s legal advisors. reading the minutes of meetings of those charged with governance; 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. I 21 I REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF MOBILITYONE LIMITED (CONTINUED) USE OF THIS REPORT This report is made solely to the company’s members, as a body, in accordance with Article 113A of the Companies (Jersey) Law 1991. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed. Sachin Ramaiya For and on behalf of Jeffreys Henry LLP, Statutory Auditor Finsgate 5-7 Cranwood Street London EC1V 9EE United Kingdom Date: 20 September 2021 I 22 I CONSOLIDATED INCOME STATEMENT For the year ended 31 December 2020 Revenue Cost of sales GROSS PROFIT Other operating income Administration expenses Other operating expenses Share of associate result OPERATING PROFIT Finance costs PROFIT BEFORE TAX Tax PROFIT FROM CONTINUING OPERATIONS Gain on disposal of subsidiary LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX PROFIT Attributable to: Owners of the parent Non-controlling interests PROFIT PER SHARE Basic earnings per share (pence) Diluted earnings per share (pence) PROFIT PER SHARE FROM CONTINUING OPERATIONS Basic earnings per share (pence) Diluted earnings per share (pence) Note 5 16 6 7 8 10 10 10 10 2020 £ 2019 £ 246,673,038 (233,710,850) 169,412,664 (158,641,222) 12,962,188 10,771,442 109,110 (10,292,726) (314,495) - 192,515 (9,253,270) (377,143) 22,684 2,464,077 1,356,228 (206,541) (273,052) 2,257,536 1,083,176 (651,909) (108,674) 1,605,627 974,502 - - 1,105,535 (208,039) 1,605,627 1,871,998 1,607,100 (1,473) 1,605,627 1,508,874 363,124 1,871,998 1.512 1.375 1.419 1.291 1.512 1.375 0.575 0.523 The notes form part of these financial statements I 23 I CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For the year ended 31 December 2020 PROFIT FOR THE YEAR OTHER COMPREHENSIVE PROFIT Foreign currency translation TOTAL COMPREHENSIVE PROFIT Total comprehensive profit attributable to: Owners of the parent Non-controlling interests 2020 £ 2019 £ 1,605,627 1,871,998 (80,617) (43,083) 1,525,010 1,828,915 1,526,223 (1,213) 1,465,622 363,293 1,525,010 1,828,915 The notes form part of these financial statements I 24 I CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the year ended 31 December 2020 Non-Distributable Distributable Share Capital £ Share Premium £ Reverse Acquisition Reserve £ Foreign Currency Translation Reserve £ Accum. Losses £ Non- Controlling Interests £ Total £ Total Equity £ As at 1 January 2020 2,657,470 909,472 708,951 839,259 (3,249,152) 1,866,000 (11,261) 1,854,739 Comprehensive profit Profit for the year Foreign currency translation Total comprehensive profit for the year - - - - - - - - 1,607,100 1,607,100 (1,473) 1,605,627 (80,877) - (80,877) 260 (80,617) - - (80,877) 1,607,100 1,526,223 (1,213) 1,525,010 At 31 December 2020 2,657,470 909,472 708,951 758,382 (1,642,052) 3,392,223 (12,474) 3,379,749 The notes form part of these financial statements I 25 I CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED) For the year ended 31 December 2020 Non-Distributable Distributable Share Capital £ Share Premium £ Reverse Acquisition Reserve £ Foreign Currency Translation Reserve £ Accum. Losses £ Non- Controlling Interests £ Total £ Total Equity £ At 1 January 2019 2,657,470 909,472 708,951 882,511 (4,755,008) 403,396 (1,303,321) (899,925) Effect of adopting IFRS 16 - - - - (3,018) (3,018) - (3,018) At 1 January 2019, restated Comprehensive profit Profit for the year Foreign currency translation Total comprehensive profit for the year Transaction with owners: Disposal of a subsidiary company 2,657,470 909,472 708,951 882,511 (4,758,026) 400,378 (1,303,321) (902,943) - - - - - - - - - - - - - 1,508,874 1,508,874 363,124 1,871,998 (43,252) - (43,252) 169 (43,083) (43,252) 1,508,874 1,465,622 363,293 1,828,915 - - - 928,767 928,767 At 31 December 2019 2,657,470 909,472 708,951 839,259 (3,249,152) 1,866,000 (11,261) 1,854,739 Share capital is the amount subscribed for shares at nominal value. Share premium represents the excess of the amount subscribed for share capital over the nominal value of the respective shares net of share issue expenses. The reverse acquisition reserve relates to the adjustment required by accounting for the reverse acquisition in accordance with IFRS 3. The Company’s assets and liabilities stated in the Statement of Financial Position were translated into Pound Sterling (£) using the closing rate as at the Statement of Financial Position date and the Income Statements were translated into £ using the average rate for that period. All resulting exchange differences are taken to the foreign currency translation reserve within equity. Retained earnings represent the cumulative earnings of the Group attributable to equity shareholders. Non-controlling interests represent the share of ownership of subsidiary companies outside the Group. The notes form part of these financial statements I 26 I COMPANY STATEMENT OF CHANGES IN EQUITY For the year ended 31 December 2020 Share Capital £ Non-Distributable Share Premium £ Accumulated Losses £ Total £ As at 1 January 2020 2,657,470 909,472 (1,739,385) 1,827,557 Loss for the year - - (146,463) (146,463) At 31 December 2020 2,657,470 909,472 (1,885,848) 1,681,094 As at 1 January 2019 2,657,470 909,472 (1,586,185) 1,980,757 Loss for the year - - (153,200) (153,200) At 31 December 2019 2,657,470 909,472 (1,739,385) 1,827,557 The notes form part of these financial statements I 27 I CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 31 December 2020 ASSETS Non-current assets Intangible assets Property, plant and equipment Right-of-use assets Current assets Inventories Trade and other receivables Amount due from an associate Tax recoverable Assets held for sales Cash and cash equivalents TOTAL ASSETS SHAREHOLDERS’ EQUITY Equity attributable to owners of the parent: Called up share capital Share premium Reverse acquisition reserve Foreign currency translation reserve Accumulated losses Shareholders’ equity Non-controlling interests TOTAL EQUITY Note 2020 £ 2019 £ 11 12 14 15 17 17 18 19 20 21 22 23 24 150,784 723,871 291,602 1,166,257 222,731 721,079 455,168 1,398,978 3,629,230 2,216,042 221,583 420 - 4,417,876 10,485,151 1,564,160 4,413,189 145,095 81,353 - 4,423,063 10,626,860 11,651,408 12,025,838 2,657,470 909,472 708,951 758,382 (1,642,052) 3,392,223 (12,474) 2,657,470 909,472 708,951 839,259 (3,249,152) 1,866,000 (11,261) 3,379,749 1,854,739 The notes form part of these financial statements I 28 I CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED) As at 31 December 2020 LIABILITIES Non-current liability Loans and borrowings – secured Lease liabilities Deferred tax liabilities Current liabilities Trade and other payables Amount due to Directors Loans and borrowings – secured Lease liabilities Tax payables Total liabilities Note 25 14 26 27 25 14 2020 £ 2019 £ 232,846 55,482 57,756 346,084 4,615,954 110,991 2,967,482 94,227 136,921 7,925,575 8,271,659 265,585 151,565 60,873 478,023 6,187,063 107,827 3,161,178 232,228 4,780 9,693,076 10,171,099 TOTAL EQUITY AND LIABILITIES 11,651,408 12,025,838 The financial statements were approved and authorised by the Board of Directors on 20 September 2021 and were signed on its behalf by: ........................................................................... Dato’ Hussian @ Rizal bin A. Rahman Chief Executive Officer The notes form part of these financial statements I 29 I COMPANY STATEMENT OF FINANCIAL POSITION As at 31 December 2020 ASSETS Non-current asset Investment in subsidiary companies Investment in associate company Current assets Trade and other receivables Cash and cash equivalents TOTAL ASSETS SHAREHOLDERS’ EQUITY Equity attributable to owners of the parent: Called up share capital Share premium Accumulated losses TOTAL EQUITY Current liabilities Trade and other payables Amount due to subsidiary companies Amount due to Directors TOTAL LIABILITIES TOTAL EQUITY AND LIABILITIES Note 2020 £ 2019 £ 13 16 17 19 20 21 24 26 27 1,976,339 - 1,976,339 1,976,356 - 1,976,356 18 11,139 11,157 - 3,998 3,998 1,987,496 1,980,354 2,657,470 909,472 (1,885,848) 2,657,470 909,472 (1,739,385) 1,681,094 1,827,557 2,900 195,087 108,415 306,402 6,120 41,480 105,197 152,797 1,987,496 1,980,354 The financial statements were approved and authorised by the Board of Directors on 20 September 2021 and were signed on its behalf by: ........................................................................... Dato’ Hussian @ Rizal bin A. Rahman Chief Executive Officer The notes form part of these financial statements I 30 I CONSOLIDATED STATEMENT OF CASH FLOWS For the year ended 31 December 2020 Cash flow from operating activities Cash flow from operations Interest paid Interest received Tax paid Tax refund Net cash generated from operating activities Cash flow from investing activities Purchase of property, plant and equipment Proceeds from disposal of property, plant and equipment Net cash outflow for disposal of subsidiary company Net cash inflow for acquisition of subsidiary company Net cash used in investing activities Cash flows from financing activities Net change of banker acceptance Repayment of lease liabilities Repayment of term loan Net cash used in financing activities Increase in cash and cash equivalents Effect of foreign exchange rate changes Note 28 12 25 2020 £ 2019 £ 1,223,062 (206,541) 67,868 (439,476) - 1,428,219 (287,587) 97,617 (184,491) 196,205 644,913 1,249,963 (149,791) - - - (70,294) 1,890 (80,486) (47,258) (149,791) (196,148) (193,723) (234,084) (8,765) (398,175) (317,999) (6,824) (436,572) (722,998) 58,550 330,817 (63,737) (16,072) Cash and cash equivalents at beginning of year 4,423,063 4,108,318 Cash and cash equivalents at end of year 19 4,417,876 4,423,063 The notes form part of these financial statements I 31 I COMPANY STATEMENT OF CASH FLOWS For the year ended 31 December 2020 Note 28 Cash flow from operating activities Cash depleted in operations Cash flow from investing activities Acquisition of subsidiary companies Proceed from disposal of subsidiary company Net cash from investing activities Increase/(Decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year 19 2020 £ 2019 £ 7,124 (355) (1) 18 17 7,141 3,998 11,139 - - - (355) 4,353 3,998 The notes form part of these financial statements I 32 I NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2019 1. GENERAL INFORMATION The principal activity of the Company is investment holding. The principal activities of the subsidiary companies are set out in Note 13 to the financial statements. There were no significant changes in the nature of these activities during the year. The Company is incorporated in Jersey, the Channel Islands under the Companies (Jersey) Law 1991 and is listed on AIM. The registered office is located at 13 Castle Street, St Helier, Jersey JE1 1ES, Channel Islands. The consolidated financial statements for the year ended 31 December 2020 comprise the results of the Company and its subsidiary companies undertakings. The Company’s shares are traded on AIM of the London Stock Exchange. MobilityOne Limited is the holding company of an established group of companies (“Group”) based in Malaysia which is in the business of providing e-commerce infrastructure payment solutions and platforms through their proprietary technology solutions, which are marketed under the brands MoCS and ABOSSE. The Group has developed an end-to-end e-commerce solution which connects various service providers across several industries such as banking, telecommunication and transportation through multiple distribution devices such as EDC terminals, short messaging services, Automated Teller Machine and Internet banking. The Group’s technology platform is flexible, scalable and has been designed to facilitate cash, debit card and credit card transactions (according to the device) from multiple devices while controlling and monitoring the distribution of different products and services. 2. ACCOUNTING POLICIES Basis of preparation These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs and IFRIC interpretations) issued by the International Accounting Standards Board (IASB), as adopted by the European Union, and with those parts of the Companies (Jersey) Law 1991 applicable to companies preparing their financial statements under IFRS. The financial statements have been prepared under the historical cost convention. Going Concern The Group’s business activities, together with the factors likely to affect its future development, performance and position, are set out in Chairman’s statement on page 3. The financial position of the Group, its cash flows, liquidity position and borrowing facilities are described in the financial statements and associated notes. In addition, Note 3 to the financial statements includes the Group’s objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and hedging activities; and its exposures to credit risk and liquidity risk. In order to assess the going concern of the Group, the Directors have prepared cashflow forecasts for companies within the Group. These cashflow forecasts show the Group expect an increase in revenue and will have sufficient headroom over available banking facilities. The Group has obtained banking facilities sufficient to facilitate the growth forecast in future periods. No matters have been drawn to the Directors’ attention to suggest that future renewals may not be forthcoming on acceptable terms. In addition, the controlling shareholder has also undertaken to provide support to enable the Group to meet its debts as and when they fall due. I 33 I NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 2019 2. ACCOUNTING POLICIES (Continued) Going Concern (continued) After making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements. The financial statement does not include any adjustments that would result if the forecast were not achieved and shareholder support was withdrawn. Estimation uncertainty and critical judgements The significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amount amortisation in the financial statements are as follows: (i) Depreciation of property, plant and equipment The costs of property, plant and equipment of the Group are depreciated on a straight-line basis over the useful lives of the assets. Management estimates the useful lives of the property, plant and equipment to be within 3 to 50 years. These are common life expectancies applied in the industry. Changes in the expected level of usage and technological developments could impact the economic useful lives and the residual values of these assets, therefore future depreciation charges could be revised. The carrying amounts of the Group’s property, plant and equipment as at 31 December 2020 are disclosed in Note 12 to the financial statements. (ii) Amortisation of intangible assets Software is amortised over its estimated useful life. Management estimated the useful life of this asset to be within 10 years. Changes in the expected level of usage and technological development could impact the economic useful life therefore future amortisation could be revised. The research and development costs are amortised on a straight-line basis over the life span of the developed assets. Management estimated the useful life of these assets to be within 5 years. Changes in the technological developments could impact the economic useful life and the residual values of these assets, therefore future amortisation charges could be revised. The carrying amounts of the Group’s intangible assets as at 31 December 2020 are disclosed in Note 11 to the financial statements. However, if the projected sales do not materialise there is a risk that the value of the intangible assets shown above would be impaired. I 34 I NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2019 2. ACCOUNTING POLICIES (Continued) Estimation uncertainty and critical judgements (continued) (iii) Impairment of goodwill on consolidation The Group determines whether goodwill is impaired at least on an annual basis. This requires an estimation of the value-in-use of the cash generating units (“CGU”) to which goodwill is allocated. Estimating a value-in-use amount requires management to make an estimation of the expected future cash flows from the CGU and also to choose a suitable discount rate in order to calculate the present value of those cash flows. The Group’s cash flow projections include estimates of sales. However, if the projected sales do not materialise there is a risk that the value of goodwill would be impaired. The Directors have carried out a detailed impairment review in respect of goodwill. The Group assesses at each reporting date whether there is an indication that an asset may be impaired, by considering the cash flows forecasts. The cash flow projections are based on the assumption that the Group can realise projected sales. A prudent approach has been applied with no residual value being factored. At the period end, based on these assumptions, there was indication of impairment of the value of goodwill and of development costs. The carrying amount of the Group’s goodwill on consolidation as at 31 December 2020 is disclosed in the Note 11 to the financial statements. (iv) Going concern The Group determines whether it has sufficient resources in order to continue its activities by reference to budget together with current and forecast liquidity. This requires an estimate of the availability of such funding which is critically dependent on external borrowings support from the majority shareholders of the Group and, to an extent, macroeconomic factors. In the Directors’ opinion, the Covid 19 outbreak has not negatively affected the financial performance of the Group given that the nature of the Group’s business activities are focused on e-payments. The Directors will continuously assess and monitor the impact of Covid 19 on its operations and financial performance. (v) Inventories valuation Inventories are measured at the lower of cost and net realisable value. The Company estimates the net realisable value of inventories based on an assessment of expected sales prices. Demand levels and pricing competition could change from time to time. If such factors result in an adverse effect on the Group’s products, the Group might be required to reduce the value of its inventories. Details of inventories are disclosed in Note 15 to the financial statements. (vi) Income taxes Judgement is involved in determining the provision for income taxes. There are certain transactions and computations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognises liabilities for expected tax issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recognised, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. As at 31 December 2020, the Group has tax recoverable of £420 (2019: £81,353). I 35 I NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2020 2. ACCOUNTING POLICIES (Continued) IFRS AND IAS UPDATE FOR 31 DECEMBER 2020 ACCOUNTS Standards, interpretations and amendments to published standards that are not yet effective The following standards, amendments and interpretations applicable to the Group are in issue but are not yet effective and have not been early adopted in these financial statements. They may result in consequential changes to the accounting policies and other note disclosures. We do not expect the impact of such changes on the financial statements to be material. These are outlined in the table below: Amendments to IFRS 16 Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4, and IFRS 16 Amendments to IFRS 3 Amendments to IAS 16 Amendments to IAS 37 Amendments to IFRSs IFRS 17 Amendments to IFRS 17 Amendments to IAS 1 Amendments to IAS 1 Amendments to IAS 8 Amendments to IFRS 10 and IAS 28 Covid-19-Related Rent Concessions Interest Rate Benchmark Reform - Phase 2 Reference to the Conceptual Framework Property, Plant and Equipment – Proceeds before Intended Use Onerous Contracts – Cost of Fulfilling a Contract Annual Improvements to IFRS Standards 2018 – 2020 Insurance Contracts Insurance Contracts Classification of Liabilities as Current or Non-current Disclosure of Accounting Policies Definition of Accounting Estimates Sale or Contribution of Assets between an Investor and its Associate or Joint Venture Effective dates for financial periods beginning on or after 1 June 2020 1 January 2021 1 January 2022 1 January 2022 1 January 2022 1 January 2022 1 January 2023 1 January 2023 1 January 2023 1 January 2023 1 January 2023 Deferred until further notice The Directors anticipate that the adoption of these standards and the interpretations in future periods will have no material impact on the financial statements of the Group. Basis of consolidation The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiary companies) made up to 31 December each year. Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities. Transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated but considered an impairment indicator of the asset transferred. Accounting policies of its subsidiary companies have been changed (where necessary) to ensure consistency with the policies adopted by the Group. I 36 I NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2020 2. ACCOUNTING POLICIES (Continued) Basis of consolidation (Continued) (i) Subsidiary companies are entities over which the Group has the ability to control the financial and operating policies so as to obtain benefits from their activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group has such power over another entity. In the Company’s separate financial statements, investments in subsidiary companies are stated at cost less impairment losses. On disposal of such investments, the difference between net disposal proceeds and their carrying amounts is included in profit or loss. (ii) Basis of consolidation On 22 June 2007 MobilityOne Limited acquired the entire issued share capital of MobilityOne Sdn. Bhd. By way of a share for share exchange, under IFRS this transaction meets the criteria of a Reverse Acquisition. The consolidated accounts have therefore been presented under the Reverse Acquisition Accounting principles of IFRS 3 and show comparatives for MobilityOne Sdn. Bhd. For financial reporting purposes, MobilityOne Sdn. Bhd. (the legal subsidiary company) is the acquirer and MobilityOne Limited (the legal parent company) is the acquiree. No goodwill has been recorded and the difference between the parent Company’s cost of investment and MobilityOne Sdn. Bhd.’s share capital and share premium is presented as a reverse acquisition reserve within equity on consolidation. The consolidated financial statements incorporate the financial statements of the Company and all entities controlled by it after eliminating internal transactions. Control is achieved where the Group has the power to govern the financial and operating policies of a Group undertaking so as to obtain economic benefits from its activities. Undertakings’ results are adjusted, where appropriate, to conform to Group accounting policies. Subsidiary companies are consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases. In preparing the consolidated financial statements, intra-group balances, transactions and unrealised gains or losses are eliminated in full. Uniform accounting policies are adopted in the consolidated financial statements for like transactions and events in similar circumstances. The share capital in the consolidated statement of changes in equity for both the current and comparative period uses a historic exchange rate to determine the equity value. As permitted by and in accordance with Article 105 of the Companies (Jersey) Law 1991, a separate income statement of MobilityOne Limited, is not presented. Revenue recognition Revenue is recognised when it is probable that economic benefits associated with the transaction will flow to the Group and the amount of the revenue can be measured reliably. (i) Revenue from trading activities Revenue in respect of using the Group’s e-Channel platform arises from the sales of prepaid credit, sales commissions received and fees per transaction charged to customers. Revenue for sales of prepaid credit is deferred until such time as the products and services are delivered to end users. Sales commissions and transaction fees are received from various product and services providers and are recognised when the services are rendered and transactions are completed. I 37 I NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2020 2. ACCOUNTING POLICIES (Continued) Revenue recognition (Continued) (i) Revenue from trading activities (Continued) Revenue from solution sales and consultancy comprise sales of software solutions, hardware equipment, consultancy fees and maintenance and support services. For sales of hardware equipment, revenue is recognised when the significant risks associated with the equipment are transferred to customers or the expiry of the right of return. For all other related sales, revenue is recognised upon delivery to customers and over the period in which services are expected to be provided to customers. Revenue from remittance comprises transaction service fees charged to customers/senders. Transaction fees are received from senders and are recognised when the services are rendered and transactions are completed. More than 95% of the Group’s revenue for the financial ended 31 December 2020 was generated in Malaysia and none of the revenue was derived in the United Kingdom. (ii) Interest income Interest income is recognised on a time proportion basis that takes into account the effective yield on the asset. (iii) Rental income Rental income is recognised on an accrual basis. Employee benefits (i) Short term employee benefits Wages, salaries, bonuses and social security contributions are recognised as an expense in the period in which the associated services are rendered by employees of the Group. Short term accumulating compensated absences such as paid annual leave are recognised when services are rendered by employees that increase their entitlement to future compensation absences. Short term non-accumulating compensated absences such as sick and medical leave are recognised when the absences occur. The expected cost of accumulating compensated absences is measured as the additional amount expected to be paid as a result of the unused entitlement that has accumulated at the Statement of Financial Position date. (ii) Defined contribution plans As required by law, companies in Malaysia make contributions to the state pension scheme, the Employees Provident Fund (“EPF”). Such contributions are recognised as an expense in the income statement in the period to which they relate. The other subsidiary companies also make contribution to their respective countries’ statutory pension schemes. Functional currency translation (i) Functional and presentation currency Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The functional currency of the Group is Ringgit Malaysia (RM). The consolidated financial statements are presented in Pound Sterling (£), which is the Company’s presentational currency as this is the currency used in the country in which the entity is listed. I 38 I NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2020 2. ACCOUNTING POLICIES (Continued) Functional currency translation (Continued) (i) Functional and presentation currency (Continued) Assets and liabilities are translated into Pound Sterling (£) at foreign exchange rates ruling at the Statement of Financial Position date. Results and cash flows are translated into Pound Sterling (£) using average rates of exchange for the period. (ii) Transactions and balances Foreign currency transactions are translated into the functional currency using exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement. The financial information set out below has been translated at the following rates: Exchange rate (RM: £) At Statement of Financial Position date Average for year Year ended 31 December 2020 Year ended 31 December 2019 Taxation 5.490 5.377 5.39 5.29 Taxation on the income statement for the financial period comprises current and deferred tax. Current tax is the expected amount of taxes payable in respect of the taxable profit for the financial period and is measured using the tax rates that have been enacted at the Statement of Financial Position date. Deferred tax is recognised on the liability method for all temporary differences between the carrying amount of an asset or liability in the Statement of Financial Position and its tax base at the Statement of Financial Position date. Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be recognised. Deferred tax is not recognised if the temporary difference arises from goodwill or negative goodwill or from the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is recognised or the liability is settled, based on the tax rates that have been enacted or substantively enacted by the Statement of Financial Position date. The carrying amount of a deferred tax asset is reviewed at each Statement of Financial Position date and is reduced to the extent that it becomes probable that sufficient future taxable profit will be available. Deferred tax is recognised in the income statement, except when it arises from a transaction which is recognised directly in equity, in which case the deferred tax is also charged or credited directly in equity, or when it arises from a business combination that is an acquisition, in which case the deferred tax is included in the resulting goodwill or negative goodwill. I 39 I NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2020 2. ACCOUNTING POLICIES (Continued) Intangible assets (i) Research and development costs All research costs are recognized in the income statement as incurred. Expenditure incurred on projects to develop new products is recognised and deferred only when the Group can demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale, its intention to complete and its ability to use or sell the asset, how the asset will generate future economic benefits, the availability of resources to complete the project and the ability to measure reliably the expenditure during the development. Product development expenditures which do not meet these criteria are expensed when incurred. Development costs, considered to have finite useful lives, are stated at cost less any impairment losses and are amortised through other operating expenses in the income statement using the straight-line basis over the commercial lives of the underlying products not exceeding five years. Impairment is assessed whenever there is an indication of impairment and the amortisation period and method are also reviewed at least at each Statement of Financial Position date. (ii) Goodwill on consolidation Goodwill acquired in a business combination is initially measured at cost, representing the excess of the purchase price over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities. Following the initial recognition, goodwill is measured at cost less accumulated impairment losses. Goodwill is not amortised but instead, it is reviewed for impairment annually or more frequent when there is objective evidence that the carrying value may be impaired, in accordance with the accounting policy disclosed in impairment of assets. Gains or losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. (iii) Software Software which forms an integral part of the related hardware is capitalised with that hardware and included within property, plant and equipment. Software which are not an integral part of the related hardware are capitalised as intangible assets. Acquired computer software licenses are capitalised on the basis of the costs incurred to acquired and bring to use the specific software. These costs are amortised over their estimated useful life of 10 years. Impairment of assets The carrying amounts of assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists then the asset’s recoverable amount is estimated. For goodwill that has an indefinite useful life, recoverable amount is estimated at each reporting date or more frequently when indications of impairment are identified. An impairment loss is recognized if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount unless the asset is carried at a revalued amount, in which case the impairment loss is recognised directly against any revaluation surplus for the asset to the extent that the impairment loss does not exceed the amount in the revaluation surplus for that same asset. A cash-generating unit is the smallest identifiable asset group that generates cash flows that are largely independent from other assets and groups. Impairment losses are recognized in the income statement in the period in which it arises. Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit (group of units) on a pro rata basis. I 40 I NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2020 2. ACCOUNTING POLICIES (Continued) Impairment of assets (Continued) The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment loss on goodwill is not reversed in a subsequent period. An impairment loss for an asset other than goodwill is reversed if, and only if, there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. The carrying amount of an asset other than goodwill is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of amortisation or depreciation) had no impairment loss been recognized for the asset in prior years. A reversal of impairment loss for an asset other than goodwill is recognized in the income statement unless the asset is carried at revalued amount, in which case, such reversal is treated as a revaluation increase. Property, plant and equipment (a) Recognition and measurement Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the asset to working condition for its intended use, and the costs of dismantling and removing the items and restoring the site on which they are located. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment. The cost of property, plant and equipment recognised as a result of a business combination is based on fair value at acquisition date. The fair value of property is the estimated amount for which a property could be exchanged on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion. The fair value of other items of plant and equipment is based on the quoted market prices for similar items. When significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. (b) Subsequent costs The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Group and its cost can be measured reliably. The costs of the day-to-day servicing of property, plant and equipment are recognised in the income statement as incurred. (c) Depreciation Depreciation is recognised in the income statement on a straight-line basis over the estimated useful lives of property, plant and equipment. Leased assets are depreciated over the shorter of the lease term and their useful lives. Property, plant and equipment under construction are not depreciated until the assets are ready for their intended use. I 41 I NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2020 2. ACCOUNTING POLICIES (Continued) Property, plant and equipment (Continued) (c) Depreciation (Continued) The estimated useful lives for the current and comparative periods are as follows: Building Motor vehicles Leasehold improvement Electronic Data Capture equipment Computer equipment Computer software Furniture and fittings Office equipment Renovation 50 years 5 years 10 years 10 years 3 to 5 years 10 years 10 years 10 years 10 years The depreciable amount is determined after deducting the residual value. Depreciation methods, useful lives and residual values are reassessed at each financial period end. Upon disposal of an asset, the difference between the net disposal proceeds and the carrying amount of the assets is charged or credited to the income statement. On disposal of a revalued asset, the attributable revaluation surplus remaining in the revaluation reserve is transferred to the distribution reserve. Investments Investments in subsidiary companies are stated at cost less any provision for impairment. Inventories Inventories are valued at the lower of cost and net realisable value and are determined on the first-in-first-out method, after making due allowance for obsolete and slow moving items. Net realisable value is based on estimated selling price in the ordinary course of business less the costs of completion and selling expenses. Financial assets Trade and other receivables are recognised initially at fair value and subsequently measured at their cost when the contractual right to receive cash or other financial assets from another entity is established. A provision for doubtful debts is made when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation and default or delinquency in payments are considered indicators that a trade and other receivables are impaired. I 42 I NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2020 2. ACCOUNTING POLICIES (Continued) Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less which have an insignificant risk of changes in value and bank overdrafts. For the purpose of Statement of Cash Flows, cash and cash equivalents are presented net of bank overdrafts. Financial liabilities Trade and other payables are recognised initially at fair value of the consideration to be paid in the future for goods and services received. Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are recognised as part of the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. When the borrowings are made specifically for the purpose of obtaining a qualifying asset, the amount of borrowing costs eligible for capitalisation is the actual borrowing costs incurred on that borrowing during the period less any investment income on the temporary investment of funds drawndown from those borrowings. When the borrowings are made generally, and used for the purpose of obtaining a qualifying asset, the borrowing costs eligible for capitalization are determined by applying a capitalization rate which is weighted on the borrowing costs applicable to the Group’s borrowings that are outstanding during the financial period, other than borrowings made specifically for the purpose of acquiring another qualifying asset. Borrowing costs which are not eligible for capitalization are recognised as an expense in the profit or loss in the period in which they are incurred. Equity instruments Instruments that evidence a residual interest in the assets of the Group after deducting all of its liabilities are classified as equity instruments. Issued equity instruments are recorded at proceeds received net of direct issue costs. Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of value added tax, from the proceeds. Financial instruments Financial instruments carried on the Statement of Financial Position include cash and bank balances, deposits, investments, receivables, payables and borrowings. Financial instruments are recognised in the Statement of Financial Position when the Group has become a party to the contractual provisions of the instrument. I 43 I NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2020 2. ACCOUNTING POLICIES (Continued) Financial instruments (Continued) Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual arrangement. Interest, dividends and gains and losses relating to a financial instrument classified as a liability, are reported as an expense or income. Distributions to holders of financial instruments classified as equity are charged directly to equity. Financial instruments are offset when the Group has a legally enforceable right to offset and intends to settle either on a net basis or to realise the asset and settle the liability simultaneously. The particular recognition method adopted for financial instruments recognised on the Statement of Financial Position is disclosed in the individual accounting policy statements associated with each item. Share based payments Charges for employees services received in exchange for share based payments have been made for all options granted in accordance with IFRS 2 “Share Based Payments” options granted under the Group’s employee share scheme are equity settled. The fair value of such options has been calculated using a Black-scholes model, based upon publicly available market data, and is charged to the profit or loss over the vesting period. Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision makers are responsible for allocating resources and assessing performance of the operating segments and make overall strategic decisions. The Group’s operating segments are organised and managed separately according to the nature of the products and services provided, with each segment representing a strategic business unit that offers different products and serves different markets. 3. FINANCIAL INSTRUMENTS (a) Financial risk management objectives and policies The Group and the Company’s financial risk management policy is to ensure that adequate financial resources are available for the development of the Group and of the Company’s operations whilst managing its financial risks, including interest rate risk, credit risk, foreign currency exchange risk, liquidity and cash flow risk and capital risk. The Group and the Company operates within clearly defined guidelines that are approved by the Board and the Group’s policy is not to engage in speculative transactions. (b) Interest rate risk Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Fair value interest rate risk is the risk that the value of a financial instrument will fluctuate due to changes in market interest rates. As the Group has no significant interest-bearing financial assets, the Group’s income and operating cash flows are substantially independent of changes in market interest rates. The Group’s interest rate risk arises primarily from interest-bearing borrowings. Borrowings at floating rates expose the Group to cash flow interest rate risk. Borrowings obtained at fixed rates expose the Group to fair value interest rate risk. I 44 I NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2020 i i g n n a m e r e h t d n a e t a d n o i t i s o P l i i a c n a n F f o t n e m e t a t S e h t t a s a s e t a r t s e r e t n i e v i t c e f f e e h t , s t n u o m a g n y r r a c e h t i l t u o t e s s e b a t g n w o i l l o f e h T l £ a t o T s £ r a e y 5 n a h t e r o M s £ r a e y 5 - 2 s £ r a e y 2 - 1 i n h t i W r £ a e y 1 t s e r e t n I % e t a R e v i t c e f f E e t o N 0 2 0 2 r e b m e c e D 1 3 t A : k s i r e t a r t s e r e t n i o t d e s o p x e e r a t a h t s t n e m u r t s n i l i a c n a n fi s ’ p u o r G e h t f o s e i t i r u t a m ) d e u n i t n o C ( S T N E M U R T S N I I L A C N A N F I . 3 ) d e u n i t n o C ( k s i r e t a r t s e r e t n I ) b ( ) 9 0 7 9 4 1 , ( 1 2 4 2 7 5 , , 2 - ) 9 0 9 , 4 ( - - ) 0 9 4 , 8 2 ( ) 3 8 0 , 2 2 ( ) 7 2 2 , 4 9 ( 1 2 4 , 2 7 5 , 2 0 6 . 2 - 0 4 1 . 0 0 . 4 - 2 4 2 . ) 4 3 4 0 4 2 , ( ) 4 9 8 9 5 9 , , 2 ( - - ) 6 9 5 , 6 0 2 ( ) 1 8 0 , 8 1 ( - ) 9 6 1 , 8 ( ) 8 8 5 , 7 ( 5 2 . 2 ) 4 9 8 , 9 5 9 , 2 ( 0 3 . 6 - 0 9 4 . ) 6 7 0 6 4 4 , ( 9 2 0 3 6 7 , , 2 ) 7 4 1 3 7 2 , ( ) 7 1 6 3 5 1 , , 3 ( - - - ) 4 4 9 , 8 3 2 ( ) 3 1 4 , 8 1 ( - - ) 9 2 2 , 8 ( ) 1 6 5 , 7 ( 0 3 . 3 ) 7 1 6 , 3 5 1 , 3 ( 3 5 . 6 - 0 1 6 . - - ) 0 1 2 , 9 5 ( ) 0 2 9 , 2 3 1 ( ) 6 4 9 , 3 5 2 ( 9 2 0 , 3 6 7 , 2 0 2 . 3 - 5 9 2 . 0 5 . 3 - 2 4 2 . 9 1 4 1 5 2 5 2 9 1 4 1 5 2 5 2 e c n a t p e c c a ’ s r e k n a B : e t a r g n i t a o F l n a o l m r e T 9 1 0 2 r e b m e c e D 1 3 t A s e i t i l i b a i l s e s a e L s t i s o p e d d e x F i : e t a r d e x F i e c n a t p e c c a ’ s r e k n a B : e t a r g n i t a o F l n a o l m r e T s e i t i l i b a i l s e s a e L s t i s o p e d d e x F i : e t a r d e x F i I 45 I NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2020 3. FINANCIAL INSTRUMENTS (Continued) (b) Interest rate risk (continued) Sensitivity analysis for interest rate risk The interest rate profile of the Group’s significant interest-bearing financial instruments, based on carrying amounts as at the end of the reporting period was: Floating rate instruments Financial liabilities (Note 25) Interest rate risk sensitivity analysis (i) Fair value sensitivity analysis for fixed rate instruments Group 2020 £ 2019 £ 3,200,328 3,426,763 The Group does not account for any fixed rate financial assets and liabilities at fair value through profit or loss, and the Company does not designate derivatives as hedging instruments under a fair value hedged accounting model. Therefore, a change in interest rates at the end of the reporting period would not affect profit or loss. (ii) Cash flow sensitivity analysis for variable rate instruments A change of 100 basis points (bp) in interest rates at the end of the reporting period would have increased/(decreased) post-tax profit by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remained constant. Group Profit or Loss 100 bp Increase £ 100 bp Decrease £ (32,003) 32,003 (34,268) 34,268 2020 Floating rate instruments 2019 Floating rate instruments I 46 I NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2020 3. FINANCIAL INSTRUMENTS (Continued) (c) Credit risk The Group’s and the Company’s exposure to credit risk arises mainly from receivables. Receivables are monitored on an ongoing basis via management reporting procedure and action is taken to recover debts when due. At each Statement of Financial Position date, there was no significant concentration of credit risk. The maximum exposure to credit risk for the Group and the Company is the carrying amount of the financial assets shown in the Statement of Financial Position. (d) Foreign currency exchange risk The Group is exposed to foreign currency risk on transaction that are denominated in foreign currency of Ringgit Malaysia (RM). The Group has not entered into any derivative instruments for hedging or trading purposes as the net exposure to foreign currency risk is not significant. Where possible, the Group will apply natural hedging by selling and purchasing in the same currency. However, the exposure to foreign currency risk is monitored from time to time by management. The carrying amounts of the Group’s foreign currency denominated financial assets and financial liabilities at the end of the reporting period are as follows: Denominated in RM £ 4,406,737 2,214,031 221,583 4,613,054 149,709 3,200,328 14,805,442 4,419,065 4,413,189 145,095 6,180,943 383,793 3,426,763 18,968,848 2020 Group Deposits, cash and bank balances Trade and other receivables Amount due from an associate Trade and other payables Lease liabilities Loans and borrowings 2019 Group Deposits, cash and bank balance Trade and other receivables Amount due from an associate Trade and other payables Lease liabilities Loans and borrowings I 47 I NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2020 3. FINANCIAL INSTRUMENTS (Continued) (d) Foreign currency exchange risk (continued) Sensitivity analysis for foreign currency exchange risk The following table demonstrates the sensitivity of the Group’s profit before tax to a reasonably possible change in RM exchange rates against £, with other variables held constant. Effect on profit before tax 2020 £ 2019 £ Group Change in currency rate RM Strengthen 10% Weakened 10% (1,480,544) 1,480,544 (1,896,885) 1,896,885 I 48 I NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2020 3. FINANCIAL INSTRUMENTS (Continued) (e) Liquidity and cash flow risks The Group and the Company seeks to achieve a flexible and cost effective borrowing structure to ensure that the projected net borrowing needs are covered by available committed facilities. Debt maturities are structured in such a way to ensure that the amount of debt maturing in any one year is within the Group’s and the Company’s ability to repay and/or refinance. The Group and the Company also maintains a certain level of cash and cash convertible investments to meet its working capital requirements. The table below summarises the maturity profile of the Group’s and the Company’s liabilities at the reporting date based on contractual undiscounted repayment obligations: 2020 Group Financial liabilities Trade and other payables Amount due to Directors Lease liabilities Loans and borrowings On demand or within one year £ On demand one to five year £ On demand over five year £ Total £ 4,615,954 110,991 98,270 2,978,152 - - 59,523 73,035 - - - 252,580 4,615,954 110,991 157,793 3,303,767 Total undiscounted financial liabilities 7,803,367 132,558 252,580 8,188,505 2019 Group Financial liabilities Trade and other payables Amount due to Directors Lease liabilities Loans and borrowings 6,187,063 107,827 251,385 3,173,814 - - 159,556 81,254 - - - 301,318 6,187,063 107,827 410,940 3,556,385 Total undiscounted financial liabilities 9,720,088 240,810 301,318 10,262,216 I 49 I NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2020 3. FINANCIAL INSTRUMENTS (Continued) (e) Liquidity and cash flow risks (continued) The table below summarises the maturity profile of the Group’s and the Company’s liabilities at the reporting date based on contractual undiscounted repayment obligations: (Cont’d) 2020 Company Financial liabilities Trade and other payables Amount due to Directors Amount due to subsidiary company On demand or within one year £ On demand one to five year £ On demand over five year £ Total £ 2,900 108,415 195,087 - - - - - - 2,900 108,415 195,087 Total undiscounted financial liabilities 306,402 - - 306,402 2019 Company Financial liabilities Trade and other payables Amount owing to Directors Amount due to subsidiary company 6,120 105,197 41,480 - - - - - - 6,120 105,197 41,480 Total undiscounted financial liabilities 152,797 - - 152,797 (f) Fair Values The carrying amounts of financial assets and financial liabilities are reasonable approximation of fair value due to their short term nature. The carrying amounts of the current portion of borrowing is reasonable approximation of fair value due to the insignificant impact of discounting. (g) Capital risk The Group’s and the Company’s objectives when managing capital are to safeguard the Group’s and the Company’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group and the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. I 50 I NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2020 4. EMPLOYEES AND DIRECTORS EMPLOYEES Wages, salaries and bonuses Social security contribution Contribution to defined contribution plan Other staff related expenses Continuing operations DIRECTORS Fees Wages, salaries and bonuses Social security contribution Contribution to defined contribution plan Continuing operations Group 2020 £ 2019 £ 1,523,814 13,533 136,695 10,342 1,684,384 1,249,921 12,166 107,095 91,120 1,460,302 98,047 175,642 342 21,077 295,108 120,843 154,253 348 18,511 293,955 I 51 I NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2020 4. EMPLOYEES AND DIRECTORS (Continued) The number of employees (excluding Directors) of the Group and of the Company at the end of the financial year were 120 (2019: 113) and Nil (2019: Nil) respectively. The details of remuneration received and receivables by the Directors of the Group during the financial year are as follows: Group 2020 Company’s Directors: Dato’ Hussian @ Rizal bin A. Rahman Derrick Chia Kah Wai Seah Boon Chin Subsidiary companies’ Directors: Tengku Muhaini Binti Sultan Hj. Ahmad Shah Abu Bakar bin Mohd Taib Haji Zaim Dato Paduka Bin Haji Sabtu Adelita Shah Group 2019 Company’s Directors: Dato’ Hussian @ Rizal bin A. Rahman Derrick Chia Kah Wai Seah Boon Chin Subsidiary companies’ Directors: Tengku Muhaini Binti Sultan Hj. Ahmad Shah Abu Bakar bin Mohd Taib Abdul Latib bin Tokimin Salaries and allowances £ Fees £ Social security contribution £ Defined contribution plan £ Bonuses £ Total £ - - - - - - - - - - - - - - - 171 171 - - - - - 342 174 174 - - - - 348 9,884 11,193 - 128,422 104,639 43,800 - - - - 21,077 6,678 6,678 3,391 1,500 295,108 10,072 8,439 - 130,178 102,934 43,800 - - - 18,511 6,805 6,805 3,433 293,955 36,000 - 43,800 6,678 6,678 3,391 1,500 98,047 82,367 93,275 - - - - - 175,642 36,000 24,000 43,800 83,932 70,321 - 6,805 6,805 3,433 120,843 - - - 154,253 I 52 I NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2020 5. OPERATING SEGMENTS The information reported to the Group’s chief operating decision maker to make decisions about resources to be allocated and for assessing their performance is based on the nature of the products and services, and has two reportable operating segments as follows: (a) Telecommunication services and electronic commerce solutions; and (b) Hardware Except as above, no other operating segment has been aggregated to form the above reportable operating segments. Measurement of Reportable Segments Segment information is prepared in conformity with the accounting policies adopted for preparing and presenting the consolidated financial statements. No segment assets and capital expenditure are presented as they are mostly unallocated items which comprise corporate assets and liabilities. No geographical segment information is presented as more than 95% of the Group’s revenue for the financial ended 31 December 2020 was generated in Malaysia. I 53 I NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2020 5. OPERATING SEGMENTS (Continued) Group 2020 Segment revenue: External customers Inter-segment Profit before tax Tax Profit for the year Non-cash expenses/(income) * Amortisation of intangible assets Amortisation of right-of-use assets Bad debt written off Depreciation of property, plant and equipment Inventories written off Telecommunication services and electronic commerce solutions £ Hardware and services £ Elimination £ Total £ 243,642,783 - 243,642,783 3,030,255 311,788 3,342,043 - (311,788) (311,788) 246,673,038 - 246,673,038 2,257,536 (651,909) 1,605,627 68,595 127,958 16,888 149,028 2,025 364,494 - - - - - - - - - - - - - - - - - - 2,257,536 (651,909) 1,605,627 68,595 127,958 16,888 149,028 2,025 364,494 * The disclosure for non-cash expenses has not been split according to the different segments as the cost to obtain such information is excessive and provides very little by way of information. I 54 I NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2020 5. OPERATING SEGMENTS (Continued) Group 2019 Segment revenue: External customers Inter-segment Profit before tax Tax Profit for the year Non-cash expenses/(income)* Amortisation of intangible assets Amortisation of right-of-use assets Depreciation of property, plant and equipment Gain on disposal of subsidiary company Gain on disposal of property, plant and equipment Loss on foreign exchange - unrealised Impairment investment in associate Impairment loss on goodwill Inventories written off Property, plant and equipment written off Share of profit in associated Waiver of debts Telecommunication services and electronic commerce solutions £ Hardware £ Elimination £ Total £ 166,796,343 - 166,796,343 2,616,321 291,186 2,907,507 - (291,186) (291,186) 169,412,664 - 169,412,664 1,083,176 (108,674) 974,502 69,897 109,067 151,255 (1,105,535) (779) 301 69,941 4,130 351 7,657 (22,684) (34,692) (751,091) - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 1,083,176 (108,674) 974,502 69,897 109,067 151,255 (1,105,535) (779) 301 69,941 4,130 351 7,657 (22,684) (34,692) (751,091) * The disclosure for non-cash expenses has not been split according to the different segments as the cost to obtain such information is excessive and provides very little by way of information. I 55 I NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2020 6. FINANCE COSTS Bankers’ acceptance interest Finance lease interest Bank guarantee interest Bank overdraft Unwinding finance cost Lease liabilities Term loan Less: Finance costs from discontinued operation 7. PROFIT BEFORE TAX Profit before tax is stated after charging/(crediting): Auditors’ remuneration - Statutory audit - Current year - Under provided in prior year Amortisation of intangible assets Amortisation of right-of-use assets Bad debt written off Depreciation of property, plant and equipment Directors’ remunerations Gain on disposal of property, plant and equipment Gain on disposal of subsidiary company Impairment loss on associate Impairment loss on goodwill Inventories written off Interest income Loss on foreign exchange - realised - unrealised Operating lease payment of premises and equipment Other income Property, plant and equipment written off Waiver of debts I 56 I 2020 £ 163,715 - 8,257 3,630 - 19,052 11,887 206,541 - 206,541 Group 2019 £ 223,469 35,640 8,562 3,683 1,305 1,296 13,632 287,587 (14,535) 273,052 Note Group 2020 £ 2019 £ 11 14 12 4 12 16 12 17,774 15,070 68,595 127,958 16,888 149,028 295,108 - - - - 2,025 (86,172) 28,835 - 69,897 109,067 - 151,255 293,955 (779) (1,105,535) 69,942 4,130 351 (97,617) 638 - 34,206 (9,939) - - 8,860 301 27,198 (183,334) 7,657 (34,692) NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2020 8. TAX Current tax expense: Jersey corporation tax for the year Foreign tax Under/(over) provision in prior year Deferred tax expense: Relating to origination and reversal of temporary difference (Over)/under provision of taxation in prior year Group 2020 £ 2019 £ - 632,102 21,702 653,804 254 (2,149) (1,895) 651,909 - 58,052 (10,782) 47,270 24,747 36,657 61,404 108,674 A reconciliation of income tax expense applicable to profit before tax at the statutory income tax rate to income tax expense at the effective income tax rate of the Group is as follows: Profit before taxation Taxation at Malaysian statutory tax rate of 24% (2019: 24%) Effect of different tax rates in other countries Effect of expenses not deductible for tax Income not taxable for tax purpose Deferred tax assets not recognised (Over)/under provision of deferred tax in prior year Under/(over) provision of tax expense in prior year Tax expense for the year Group 2020 £ 2019 £ 2,257,536 1,980,672 541,806 (1,621) 96,933 (481) (4,281) (2,149) 21,702 475,361 - 114,279 (488,424) (18,417) 36,657 (10,782) 651,909 108,674 I 57 I NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2020 8. TAX (Continued) As at 31 December 2020, the unrecognised deferred tax assets of the Group are as follows: Unabsorbed tax losses Unabsorbed capital allowances Group 2020 £ 94,745 3,994 98,739 2019 £ 20,255 18,508 38,763 The potential net deferred tax assets amounting to Nil (2019: £19,576) has not been recognised in the financial statements because it is not probable that future taxable profit will be available against which the subsidiary company can utilise the benefits. The availability of the unused tax losses and unabsorbed capital allowances for offsetting against future taxable profits of the subsidiary company is subject to no substantial changes in shareholdings of the subsidiary company under Section 44(5A) and (5B) of Income Tax Act, 1967, in Malaysia. 9. LOSS OF COMPANY The profit or loss of the Company is not presented as part of these financial statements. The Company’s loss for the financial year was £146,463 (2019: £153,200). I 58 I NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2020 10. PROFIT PER SHARE Profit attributable to owners of the Parent for the computation of basic earnings per share Profit Profit from continuing operations Issued ordinary shares at 1 January Effect of ordinary shares issued during the period Group 2020 £ 2019 £ 1,607,100 1,508,874 1,607,100 611,378 106,298,780 - 106,298,780 - Weighted average number of shares at 31 December 106,298,780 106,298,780 Fully diluted weighted average number of shares at 31 December 116,898,780 116,898,780 Profit Per Share Basic earnings per share (pence) Diluted earnings per share (pence) Profit Per Share from continuing operations Basic earnings per share (pence) Diluted earnings per share (pence) 1.512 1.375 1.419 1.291 1.512 1.375 0.575 0.523 The basic earnings per share is calculated by dividing the profit of £1,607,100 (2019: profit of £1,508,874) attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year, which is 106,298,780 (2019: 106,298,780). The diluted earnings per share is calculated using the weighted average number of shares adjusted to assume the exercise of outstanding dilutive share options. I 59 I NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2020 11. INTANGIBLE ASSETS GROUP 31 December 2020 At cost At 1 January 2020 Foreign exchange differences At 31 December 2020 Software £ Goodwill on consolidation £ Development Costs £ Total £ 1,054,244 (21,750) 1,032,494 1,294,347 (26,686) 1,267,661 994,856 - 994,856 3,343,447 (48,436) 3,295,011 Accumulated amortisation and impairment loss At 1 January 2020 Amortisation charge for the year Foreign exchange differences At 31 December 2020 847,943 68,595 (18,737) 897,801 1,277,917 - (26,347) 1,251,570 994,856 - - 994,856 3,120,716 68,595 (45,084) 3,144,227 Net Carrying Amount At 31 December 2020 31 December 2019 At Cost At 1 January 2019 Reclassification Written off Foreign exchange differences At 31 December 2019 Accumulated amortisation and impairment loss At 1 January 2019 Amortisation charge for the year Disposal of a subsidiary company Written off Foreign exchange differences Goodwill impairment At 31 December 2019 Net Carrying Amount At 31 December 2019 134,693 16,091 - 150,784 1,077,220 (963) - (22,013) 1,054,244 1,749,543 - (454,853) (343) 1,294,347 994,856 - - - 994,856 3,821,619 (963) (454,853) (22,356) 3,343,447 795,837 69,897 (387) - (17,404) - 847,943 1,728,640 - - (454,853) - 4,130 1,277,917 994,856 - - - - - 994,856 3,519,333 69,897 (387) (454,853) (17,404) 4,130 3,120,716 206,301 16,430 - 222,731 I 60 I NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2020 11. INTANGIBLE ASSETS (Continued) The Group assesses at each reporting date whether there is an indication that an asset may be impaired, by considering the net present value of discounted cash flows forecasts. If an indication exists an impairment review is carried out. Goodwill on consolidation (a) Impairment testing for goodwill on consolidation Goodwill on consolidation has been allocated for impairment testing purposes to the individual entities which is also the cash-generating units (“CGU”) identified. (b) Key assumptions used to determine recoverable amount The recoverable amount of a CGU is determined based on value in use calculations using cash flow projections based on financial budgets approved by the Directors covering 5 years period. The projections are based on the assumption that the Group can recognise projected sales as following: 1) prepaid airtime expected monthly revenue per merchant at domestic BND1,000 (2019: BND1,000) and international BND500 (2019: BND500) with average growth of 20 new merchants yearly. 2) MDR 1% (2019: 1%) of expected eWallet usage of BND10,000 (2019: BND10,000) per month with growth of 20% (2019: 20%) yearly. 3) Card sales remained constant at 5,000 cards (2019: 5000 cards) per year at average selling price of BND5 (2019: BND5). After that, growth at 5%-8% per annum which is based on expected clientele over time. A prudent approach has been applied with no residual value being factored into these calculations. If the projected sales do not materialise there is a risk that the total value of the intangible assets shown above would be impaired. A pre-tax discount rate of 8% (2019: 8.50%) per annum was applied to the cash flow projections, after taking into consideration the Group’s cost of borrowings, the expected rate of return and various risks relating to the CGU. The directors have relied on past experience and all external evidence available in determining the assumptions. During the financial year, the Group impairment loss amounting to Nil (2019: £4,130) in respect of the goodwill on consolidation. A significant proportion of goodwill on consolidation relates to the acquisition of MobilityOne (B) Sdn Bhd which is a CGU and has a carrying amount of £16,091 (2019: £ 16,430). Its recoverable amount has been determined based on value in use using cash flow projections and key assumptions as described in (b) above. Development costs Development costs will not be amortised if the product is still in its development phase. The amortisation of the development costs is over 5 years period, which in the opinion of the Directors is adequate. I 61 I NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2020 ) 0 1 2 ( 6 9 7 , 4 - - - - 8 2 0 , 9 4 1 6 2 7 4 , 0 8 1 , 4 - ) 0 1 2 ( 3 5 7 , 4 - - - - 3 4 6 , 8 1 2 1 , 0 4 - 6 9 7 , 4 8 4 1 , 1 8 ) 8 2 4 , 7 2 ( 6 2 1 , 7 2 3 1 , ) 6 1 3 , 1 ( 2 6 0 , 3 6 ) 3 8 8 ( 9 1 4 , 2 4 ) 9 5 7 , 1 ( 6 6 7 , 4 8 ) 1 9 9 ( 5 7 0 , 8 4 ) 0 0 4 , 7 ( 6 2 2 , 6 5 3 ) 5 9 5 , 9 ( 6 2 4 , 1 7 4 0 4 9 , 0 0 2 1 , 2 5 6 , 9 5 2 2 1 , 9 3 2 8 9 , 1 8 3 2 4 , 0 4 5 0 5 , 3 2 3 7 7 0 , 5 9 3 7 5 7 , 3 2 2 2 2 4 , 7 3 ) 0 1 2 ( 8 4 4 , 3 3 ) 2 3 9 , 1 1 ( - - - - - - 1 9 7 , 9 4 1 9 1 0 , 2 2 9 1 , 7 7 7 , 0 8 1 3 1 , 1 1 2 1 1 2 9 0 , 0 7 l £ a t o T n £ o i t a v o n e R t £ n e m p u q e i e c fi f O d n a s £ g n i t t fi e r u t i n r u F - - 5 1 5 ) 0 1 2 ( 1 4 3 , 6 1 1 - - - - - - 3 1 2 , 9 1 9 6 6 , 3 0 1 0 6 5 , 6 2 2 5 6 , 4 2 4 ) 9 1 1 , 2 4 ( 7 9 9 , 0 5 0 2 , ) 8 6 8 , 1 ( 0 4 0 , 0 9 ) 8 4 4 , 1 ( 6 5 7 , 8 6 ) 0 9 3 , 2 ( ) 7 8 4 , 2 ( ) 8 3 2 , 9 ( 6 5 2 , 4 1 1 5 9 3 , 0 2 1 4 7 9 , 1 4 4 i c n o r t c e E l r e t u p m o C r e t u p m o C e r u t p a C r o t o M a t a D e £ r a w t f o s t £ n e m p u q e i t £ n e m p u q e i l s £ e c h e V i g £ n d i l i u B 0 2 0 2 r e b m e c e D 1 3 p u o r G I T N E M P U Q E D N A T N A L P , Y T R E P O R P . 2 1 0 6 2 , 2 9 9 6 7 , 7 6 5 - 8 4 4 , 3 3 ) 2 3 9 , 1 1 ( ) 7 6 1 , 3 1 ( 8 7 3 , 8 6 6 8 5 7 , 3 2 2 1 6 9 , 4 3 3 0 2 0 2 y r a u n a J 1 t A t s o C t A - - - - - - - - ) 4 1 6 , 4 ( ) 7 0 9 , 6 ( U O R m o r f r e f s n a r T e g n a h c x e i n g e r o F t n e m e v o m r e h t O s e c n e r e f f i d s n o i t i d d A f f o n e t t i r W 4 4 1 , 9 1 2 4 5 0 , 8 2 3 0 2 0 2 r e b m e c e D 1 3 t A D E T A L U M U C C A - - - - - 7 5 4 , 5 ) 3 1 6 , 4 ( ) 1 7 8 ( I I N O T A C E R P E D e g r a h c i n o i t a c e r p e D 0 2 0 2 y r a u n a J 1 t A U O R m o r f r e f s n a r T e g n a h c x e i n g e r o F s e c n e r e f f i d r a e y e h t r o f f f o n e t t i r W I 62 I 4 4 1 , 9 1 2 8 0 0 , 2 4 0 2 0 2 r e b m e c e D 1 3 t A I G N Y R R A C T E N T N U O M A 1 7 8 , 3 2 7 8 7 9 6 2 , 7 3 3 , 6 2 0 9 4 , 9 2 0 2 3 , 2 7 8 4 7 , 5 8 2 5 9 , 6 9 1 - 6 4 0 , 6 8 2 0 2 0 2 r e b m e c e D 1 3 t A NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2020 - - - - - ) 4 1 9 , 9 ( ) 0 2 1 , 6 4 1 ( - ) 4 3 0 , 6 5 1 ( - ) 7 5 6 , 7 ( 4 9 2 , 0 7 ) 0 1 3 , 1 ( ) 5 4 2 9 6 6 , , 1 ( - - - - 3 5 0 , 1 6 5 3 , 4 6 4 , 2 8 - - ) 1 1 4 , 4 3 ( ) 1 9 4 , 9 8 ( - 2 0 8 , 9 9 7 7 , 5 9 - 8 6 4 , 6 8 1 2 , 1 0 2 6 8 8 , 7 4 8 7 , 7 9 7 0 8 , 5 3 6 2 3 , 6 5 4 1 3 3 , 0 1 7 0 6 , 2 3 8 , 1 - - - - - - - ) 0 1 3 , 1 ( ) 1 1 1 , 8 2 3 , 1 ( l £ a t o T n £ o i t a v o n e R t £ n e m p u q e i s £ g n i t t fi e £ r a w t f o s t £ n e m p u q e i t £ n e m p u q e i t £ n e m 7 8 0 , 7 1 7 3 , 4 6 4 , 2 8 9 7 7 , 5 9 8 1 2 , 1 0 2 4 8 7 , 7 9 6 2 3 , 6 5 4 7 0 6 , 2 3 8 , 1 4 1 9 , 9 ) 6 1 1 , 1 3 ( ) 7 8 6 , 1 ( 9 1 0 , 2 2 9 1 , 7 7 7 , 0 8 ) 8 7 0 , 1 ( 2 9 0 , 0 7 ) 4 5 8 , 1 ( ) 1 0 0 , 2 ( ) 1 8 4 , 7 6 ( 1 4 3 , 6 1 1 9 6 6 , 3 0 1 2 5 6 , 4 2 4 2 5 2 , 4 5 9 6 7 , 7 6 5 l s £ e c h e V i g £ n d i l i u B 9 1 0 2 r e b m e c e D 1 3 9 3 0 , 9 9 5 6 5 9 , 1 4 3 9 1 0 2 y r a u n a J 1 t A g n i t p o d a f o t c e f f E t s o C t A 6 1 S R F I , 9 1 0 2 y r a u n a J 1 t A - - - - - - - - ) 7 5 6 , 7 ( - ) 2 3 2 , 7 1 2 ( - - - - 9 1 9 , 2 5 4 6 5 9 , 1 4 3 i y r a d s b u s i d e t a t s e r s n o i t i d d A f f o n e t t i r W i s e n a p m o c a f o l a s o p s D i l a s o p s D i ) 2 7 2 , 4 ( ) 5 9 9 , 6 ( e g n a h c x e i n g e r o F s e c n e r e f f i d 8 5 7 , 3 2 2 1 6 9 , 4 3 3 9 1 0 2 r e b m e c e D 1 3 t A I 63 I I I N O T A C E R P E D ) 5 2 8 , 4 5 ( - - - - - - ) 8 5 6 , 5 ( ) 7 6 1 , 9 4 ( - 7 8 1 , 2 3 8 1 , 6 4 4 , 6 5 1 0 8 , 1 5 0 5 0 , 1 0 1 3 6 2 , 3 3 6 8 0 , 8 0 3 6 8 3 , 8 9 8 8 5 6 , 5 4 6 3 , 6 4 3 3 3 1 , 1 3 9 1 0 2 y r a u n a J 1 t A g n i t p o d a f o t c e f f E 6 1 S R F I , 9 1 0 2 y r a u n a J 1 t A 2 6 3 , 7 7 7 1 , 6 4 4 , 6 5 1 0 8 , 1 5 0 5 0 , 1 0 1 3 6 2 , 3 3 6 8 0 , 8 0 3 6 8 3 , 8 9 8 4 5 2 , 1 5 1 2 3 4 , 4 3 0 3 , 4 7 4 1 , 5 9 6 9 , 7 2 5 1 , 2 4 1 1 2 , 0 8 ) 9 9 1 ( ) 9 8 2 , 6 0 7 ( - - - - ) 3 6 2 , 6 1 ( ) 6 3 6 , 2 2 ( - - - - ) 9 9 1 ( ) 5 9 4 , 8 9 5 ( ) 8 8 1 , 1 2 ( ) 6 2 2 , 1 ( ) 9 1 7 ( 0 4 9 , 0 0 2 1 , 2 5 6 , 9 5 2 2 1 , 9 3 ) 9 7 5 , 1 ( 2 8 9 , 1 8 ) 9 0 8 ( 3 2 4 , 0 4 ) 3 3 7 , 6 2 ( 5 0 5 , 3 2 3 4 7 1 , 5 1 7 7 0 , 5 9 3 9 7 0 , 1 2 7 5 2 1 , 1 2 0 7 9 , 0 3 9 5 3 , 4 3 6 4 2 , 3 6 7 4 1 , 1 0 1 2 9 6 , 2 7 1 - - - - - - - - 0 4 0 , 7 r a e y e h t r o f 7 9 1 , 7 9 2 3 3 1 , 1 3 d e t a t s e r e g r a h c i n o i t a c e r p e D - ) 5 9 8 , 8 6 ( - - ) 5 4 5 , 4 ( ) 1 5 7 ( i y r a d s b u s i i s e n a p m o c a f o l a s o p s D i l a s o p s D i e g n a h c x e i n g e r o F s e c n e r e f f i d 7 5 7 , 3 2 2 2 2 4 , 7 3 9 1 0 2 r e b m e c e D 1 3 t A 1 9 3 5 , 7 9 2 9 1 0 2 r e b m e c e D 1 3 t A I G N Y R R A C T E N T N U O M A i c n o r t c e E l e r u t i n r u F a t a D l d o h e s a e L e c fi f O d n a r e t u p m o C r e t u p m o C e r u t p a C - e v o r p m i r o t o M p u o r G I T N E M P U Q E D N A T N A L P , Y T R E P O R P . 2 1 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2020 12. PROPERTY, PLANT AND EQUIPMENT (Continued) (a) Cash payments of £149,791 (2019: £70,294) were made by the Group to purchase property, plant and equipment. (b) Assets pledged as securities to licensed banks The carrying amount of property, plant and equipment of the Group and of the Company pledged as securities for bank borrowings as disclosed in Note 25 to the financial statement are: Building 13. INVESTMENT IN SUBSIDIARY COMPANIES AT COST At 1 January Less: Disposal of subsidiary company At 31 December Group 2020 £ 2019 £ 286,046 297,539 Company 2020 £ 2019 £ 1,976,356 (17) 1,976,339 1,976,356 - 1,976,356 I 64 I NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2020 13. INVESTMENT IN SUBSIDIARY COMPANIES (Continued) Details of the subsidiary companies are as follows: Effective Ownership of Ordinary Shares Interest ** Name of Subsidiary Companies Country of incorporation 2020 (%) 2019 (%) Principal Activities MobilityOne Sdn. Bhd.* Malaysia 100 100 Provision of e-Channel products and services, technology managed services and solution sales and consultancy M1 AP Sdn. Bhd.* Malaysia M-One Tech Ltd. United Kingdom 100 100 - - Dormant Dormant Direct subsidiary companies of MobilityOne Sdn. Bhd. M1 Pay Sdn. Bhd.* Malaysia 100 100 Provision of solution sales and services MobilityOne Philippines, Inc* Philippines 95 95 One Tranzact Sdn. Bhd.* Malaysia 100 100 Provision of IT systems and solutions and to establish a multi-channel electronic service bureau Provision of electronic payment and product fulfillment MobilityOne (B) Sdn. Bhd.* Brunei 99 99 Financial services OneShop Retail Sdn. Bhd.* Malaysia 100 M1 Merchant Sdn. Bhd.* Malaysia 60 - - General merchant retail sales in all type of goods, materials and commodities Dormant * Audited by firm of auditors other than Jeffreys Henry LLP. ** All the above subsidiary undertakings are included in the consolidated financial statements. I 65 I NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2020 14. RIGHT-OF-USE ASSETS Right of use assets Group 2020 At Cost At 1 January 2020 Transfer to property, plant and equipment Foreign exchange differences At 31 December 2020 Accumulated Amortisation At 1 January 2020 Charge for the financial year Transfer to property, plant and equipment Foreign exchange differences At 31 December 2020 Carrying Amount At 31 December 2020 Group 2019 At Cost At 1 January 2019 Effect of adopting of IFRS 16 At 1 January 2019, restated Addition Foreign exchange differences At 31 December 2019 Accumulated Depreciation At 1 January 2019 Effect of adopting of IFRS 16 At 1 January 2019, restated Charge for the financial year At 31 December 2019 Carrying Amount At 31 December 2019 Electronic Data Capture equipment £ Motor vehicles £ Building £ Leasehold improvement £ Total £ 368,913 143,758 131,300 9,712 653,683 (33,448) (7,620) 327,845 49,532 66,784 (4,796) (2,239) 109,281 - (2,970) 140,788 76,412 28,680 - (2,879) 102,213 - (2,705) 128,595 66,146 31,453 - (1,153) 96,446 - 379 10,091 6,425 1,041 - 311 7,777 (33,448) (12,916) 607,319 198,515 127,958 (4,796) (5,960) 315,717 218,564 38,575 32,149 2,314 291,602 - - - 374,973 (6,060) 368,913 - - - 49,532 49,532 - 146,120 146,120 - (2,362) 143,758 - 49,167 49,167 27,245 76,412 - 133,466 133,466 - (2,166) 131,300 - 34,623 34,623 31,523 66,146 - 9,914 9,914 - (202) 9,712 - 5,658 5,658 767 6,425 - 289,500 289,500 374,973 (10,790) 653,683 - 89,448 89,448 109,067 198,515 319,381 67,346 65,154 3,287 455,168 I 66 I NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2020 14. RIGHT-OF-USE ASSETS (Continued) Lease liabilities At 1 January - Effect of adoptions IFRS 16 At 1 January, restated Addition Payments Disposal of a subsidiary companies Foreign currency translation differences At 31 December Presented as: Non-current Current Minimum lease payments: Not later than 1 year Later than 1 year but not later than 2 years Later than 2 years but not later than 5 years Less: Future finance charges Present value of lease liabilities Group 2020 Total £ 383,793 - 383,793 - (226,156) - (7,928) 149,709 Group 2019 Total £ - 458,855 458,855 305,220 (317,999) (62,283) - 383,793 55,482 94,227 149,709 151,565 232,228 383,793 98,270 54,482 5,040 157,792 251,399 82,666 76,890 410,955 (8,083) (27,162) 149,709 383,793 I 67 I NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2020 15. INVENTORIES At lower of cost and net realisable value: Airtime Electronic date capture equipment Card Finished group Recognised in profit or loss: Cost of sales Written off 16. INVESTMENT IN ASSOCIATE COMPANY At cost: Unquoted shares in Malaysia Additional Share of post-acquisition reserve Accumulated impairment losses: Balance at beginning of the financial year Impairment Balance at end of the financial year Balance at end of the financial year Group 2020 £ 2019 £ 3,610,373 11,439 7,202 216 3,629,230 1,532,677 23,814 5,275 2,394 1,564,160 233,124,064 2,025 158,861,121 351 Group 2020 £ 2019 £ 435,800 - - 435,800 365,858 47,258 22,684 435,800 (435,800) - (435,800) - (365,858) (69,942) (435,800) - Details of the associate company are as follows: Name of Company Country of Incorporation Effective Interest 2020 (%) 2019 (%) Principal Activities Onetransfer Remittance Sdn. Bhd. . (Formerly known as Happy Remit Sdn. Bhd.) Malaysia 50 50 Provider for International remittance services The associate company is not material individually to the financial position, financial performance and cash flows of the Group. I 68 I NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2020 17. TRADE AND OTHER RECEIVABLES Group Company 2020 £ 2019 £ 2020 £ 2019 £ Trade receivables - Third parties Other receivables - Deposits - Prepayments - Sundry receivables - Staff advances 1,944,750 3,769,016 - 54,859 61,753 143,570 11,110 271,292 62,331 70,523 500,773 10,546 644,173 - - 18 - 18 Total trade and other receivables 2,216,042 4,413,189 18 - - - - - - - The Group’s and the Company’s normal trade credit terms range from 30 to 60 days (2019: 30 to 60 days). Other credit terms are assessed and approved on a case to case basis. (a) Ageing analysis An ageing analysis of trade receivables that are neither individually nor collectively considered to be impaired is as follows: Neither past due nor impaired 1 to 2 months past due 3 to 12 months past due Group 2020 £ 2019 £ 924,456 3,128,272 294,582 725,712 1,020,294 92,062 548,682 640,744 1,944,750 3,769,016 I 69 I NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2020 17. TRADE AND OTHER RECEIVABLES (Continued) (a) The Group’s and the Company’s normal trade credit terms range from 30 to 60 days (2019: 30 to 60 days). Other credit terms are assessed and approved on a case to case basis. Receivables that were neither past due nor impaired relate to a wide range of customers for whom there was no recent history of default. Receivables that were past due but not impaired relate to a number of independent customers that have a good track record with the Group. Based on past experience, management believes that no impairment allowance is necessary in respect of these balances as there has not been a significant change in credit quality and the balances are still considered fully recoverable. 18. ASSETS HELD FOR SALE At 1 January Disposal At 31 December 19. CASH AND CASH EQUIVALENTS Group 2020 £ 2019 £ - - - 119,439 (119,439) - Cash in hand and at banks Fixed deposits with licensed bank 1,845,455 2,572,421 1,660,034 2,763,029 11,139 - 2020 £ 2019 £ 2020 £ 2019 £ 3,998 - Group Company Cash and cash equivalents 4,417,876 4,423,063 11,139 3,998 (a) The above fixed deposits have been pledged to licensed banks as securities for credit facilities granted to the Group as disclosed in Note 25 to the financial statements. (b) The Group’s effective interest rates and maturities of deposits are range from 1.4% – 2.6% (2019: 2.95% – 3.20%) and from 1 month to 12 months (2019: 1 month to 12 months) respectively. I 70 I NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2020 20. CALLED UP SHARE CAPITAL Number of ordinary shares of £0.025 each 2020 £ 2019 £ Amount 2020 £ 2019 £ Authorised in MobilityOne Limited At 1 January/31 December 400,000,000 400,000,000 10,000,000 10,000,000 Issued and fully paid in MobilityOne Limited At 1 January/31 December 106,298,780 106,298,780 2,657,470 2,657,470 21. COMPANY EQUITY INSTRUMENTS 2020 At 1 January 2020 Loss for the year At 31 December 2020 2019 At 1 January 2019 Loss for the year At 31 December 2019 Share capital £ Share premium £ Retained earnings £ Total £ 2,657,470 - 2,657,470 909,472 - 909,472 (1,739,385) (146,463) (1,885,848) 1,827,557 (146,463) 1,681,094 2,657,470 - 2,657,470 909,472 - 909,472 (1,586,185) (153,200) (1,739,385) 1,980,757 (153,200) 1,827,557 22. REVERSE ACQUISITION RESERVE The acquisition of MobilityOne Sdn. Bhd. by MobilityOne Limited, which was affected through a share exchange, was completed on 5 July 2007 and resulted in MobilityOne Sdn. Bhd. becoming a wholly owned subsidiary of MobilityOne Limited. Pursuant to a share swap agreement dated 22 June 2007 the entire issued and paid-up share capital of MobilityOne Sdn. Bhd. was transferred to MobilityOne Limited by its owners. The consideration to the owners was the transfer of 178,800,024 existing ordinary shares and the allotment and issuance by MobilityOne Limited to the owners of 81,637,200 ordinary shares of 2.5p each. The acquisition was completed on 5 July 2007. Total cost of investment by MobilityOne Limited is £2,040,930, the difference between cost of investment and MobilityOne Sdn. Bhd. share capital of £708,951 has been treated as a reverse acquisition reserve. I 71 I NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2020 23. FOREIGN CURRENCY TRANSLATION RESERVE The subsidiary companies’ assets and liabilities stated in the Statement of Financial Position were translated into Sterling Pound (£) using the closing rate as at the Statement of Financial Position date and the Income Statements were translated into £ using the average rate for that period. All resulting exchange differences are taken to the foreign currency translation reserve within equity. At 1 January Currency translation differences during the year At 31 December 2020 £ 2019 £ 839,259 (80,877) 882,511 (43,252) 758,382 839,259 The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign operations whose functional currencies are different from that of the Group’s presentation currency. It is also used to record the exchange differences arising from monetary items which form part of the Group’s net investment in foreign operations, where the monetary item is denominated in either the functional currency of the reporting entity or the foreign operation. 24. RETAINED EARNINGS Retained earnings represents the cumulative earnings of the Group attributable to equity shareholders. Group Company 2020 £ 2019 £ 2020 £ 2019 £ At 1 January Effect of adopting IFRS 16 Profit/(Loss) for the year (3,249,152) - 1,607,100 (4,755,008) (3,018) 1,508,874 (1,739,385) - (146,463) (1,586,185) - (153,200) At 31 December (1,642,052) (3,249,152) (1,885,848) (1,739,385) I 72 I NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2020 25. FINANCIAL LIABILITIES – LOANS AND BORROWINGS Non-Current Secured: Term loan Current Secured: Bankers’ acceptance Term loan Total Borrowings Secured: Bankers’ acceptance Term loan Group 2020 £ 2019 £ 232,846 232,846 265,585 265,585 2,959,894 7,588 2,967,482 3,153,617 7,561 3,161,178 2,959,894 240,434 3,200,328 3,153,617 273,146 3,426,763 The bankers’ acceptance and bank overdraft secured by the following: (a) pledged of fixed deposits of a subsidiary company (Note 19); (b) personal guarantee by Dato’ Hussian @ Rizal bin A. Rahman, a Director of the Company; and (c) corporate guarantee by the Company. The term loan is secured by the following: (a) Charge over the Company’s building (Note 12); and (b) joint and several guaranteed by Dato’ Hussian @ Rizal bin A. Rahman and Derrick Chia Kah Wai, the Directors of the Company. The effective interest rates of the Group for the above facilities other than finance leases are as follows: Bankers’ acceptance Term loan Group 2020 % 2019 % 4.90-6.30 2.25 6.10-6.53 3.30 I 73 I NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2020 25. FINANCIAL LIABILITIES – LOANS AND BORROWINGS (Continued) The maturity of borrowings (excluding finance leases) is as follows: Within one year Between one to two years Between two to five years More than five years Other information on financial risks of borrowings are disclosed in Note 3. Group 2020 £ 2019 £ 2,967,482 8,169 18,081 206,596 3,200,328 3,161,178 8,229 8,877 248,479 3,426,763 I 74 I NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2020 26. TRADE AND OTHER PAYABLES Trade payables - Third parties Other payables - Deposits - Accruals - Sundry payables - Services tax output Amount due to subsidiary companies Total trade and other payables Add: Amount due to Directors (Note 29) Add: Loans and borrowings (Note 25) Total financial liabilities carried at amortised costs Group Company 2020 £ 2019 £ 2020 £ 1,125,242 1,266,150 306,655 1,556,107 1,620,850 7,100 - 3,490,712 566,875 2,035,539 2,315,431 3,068 - 4,920,913 - - - 2,900 195,087 197,987 2019 £ - - 4,262 1,858 - 41,480 47,600 4,615,954 6,187,063 197,987 47,600 110,991 3,200,328 107,827 3,426,763 108,415 - 105,197 - 7,927,273 9,721,653 306,402 152,797 (a) The Group’s normal trade credit terms range from 30 to 90 days (2019: 30 to 90 days). (b) Other payables are non-interest bearing. Other payables are normally settled on an average terms of 60 days (2019: 60 days). I 75 I NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2020 27. AMOUNT DUE TO DIRECTORS Current Dato’ Hussian @ Rizal bin A. Rahman Derrick Chia Kah Wai Seah Boon Chin Group Company 2020 £ 2019 £ 2020 £ 2019 £ 31,691 72,000 7,300 110,991 13,927 72,000 21,900 107,827 29,115 72,000 7,300 108,415 11,297 72,000 21,900 105,197 Total amount due to Directors 110,991 107,827 108,415 105,197 These are unsecured, interest free and repayable on demand. I 76 I NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2020 28. RECONCILIATION OF PROFIT BEFORE TAX TO CASH GENERATED FROM OPERATIONS Group 2020 £ 2019 £ Cash flow from operating activities Profit before tax 2,257,536 1,980,672 Adjustments for: Amortisation of intangible assets Amortisation of right-of-use assets Bad debt written off Depreciation of property, plant and equipment Gain on disposal of subsidiary company Gain on disposal of property, plant and equipment Loss on foreign exchange - unrealised Impairment investment in associate Impairment loss on goodwill Interest expenses Inventories written off Interest income Property, plant and equipment written off Share of profit in associated Waiver of debts Operating profit before working capital changes (Increase) in inventories Increase in receivables Increase in amount due to Directors & Shareholder Amount owing to/by related company Increase in payables Cash generated from operations 68,595 127,958 16,888 149,028 - - - - - 206,541 2,025 (86,172) - - - 2,742,399 (2,067,095) 2,180,259 3,164 (76,488) (1,559,177) 1,223,062 69,897 109,067 - 151,255 (1,105,535) (779) 301 69,941 4,130 287,587 351 (97,617) 7,657 (22,684) (34,692) 1,419,551 (367,596) (662,199) 142,023 (130,353) 1,026,793 1,428,219 I 77 I NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2020 28. RECONCILIATION OF PROFIT BEFORE TAX TO CASH GENERATED FROM OPERATIONS (Continued) Cash flow from operating activities Loss before tax Adjustments for: Loss on foreign exchange-unrealised Waiver of debts Operating profit/(loss) before working capital changes Increase in trade and other receivable (Decrease)/Increase in payables Increase in amount due to Directors Decrease in amount due from subsidiary company Cash depleted in operations 29. RELATED PARTY TRANSACTIONS Company 2020 £ 2019 £ (146,463) (153,200) - - (146,463) (18) (3,220) 3,218 153,607 7,124 2,361 (19,238) (170,077) - (3,551) (14,807) 188,080 (355) At the Statement of Financial Position date, the Group owed the Directors £110,991 (2019: £107,827), the Company owed the Directors £108,415 (2019: £105,197), the Company owed MobilityOne Sdn. Bhd. £195,087 (2019: £41,480), M1 Pay Sdn. Bhd. owed MobilityOne Sdn. Bhd. £139,603 (2019: £331,376), and MobilityOne Sdn. Bhd. owed One Tranzact Sdn. Bhd. £982,789 (2019: £997,176). The amounts owing to or from the subsidiary companies and related parties are repayable on demand and are interest free. In 2020, MobilityOne Sdn Bhd continued to rent an office in Sabah, Malaysia from LMS Digital Sdn Bhd, a company related to a Director (Dato’ Hussian @ Rizal bin A. Rahman) for RM2,500 (c. £460) a month. On 27 December 2019, MBP Solutions Sdn Bhd (a subsidiary of TFP Solutions Berhad has been appointed as MobilityOne Sdn Bhd's agency/reseller. Dato’ Hussian @ Rizal bin A. Rahman is a director and shareholder of TFP Solutions Berhad. 30. ULTIMATE CONTROLLING PARTY In the opinion of the Directors, as at 31 December 2020, the ultimate controlling party in the Company is Dato’s Hussain @ Rizal bin A. Rahman by virtue of his shareholding. I 78 I NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2020 31. CONTINGENT LIABILITIES The Group has the following contingent liabilities: Limit of guarantees Corporate guarantee given to a licensed bank by the Company for credit facilities granted to a subsidiary company Amount utilised Banker’s guarantee in favour of third parties 32. SHARE BASED PAYMENTS Group 2020 £ 2019 £ 3,843,072 3,924,121 533,082 544,324 During the year ended 31 December 2020, the Company did not grant any new share option to directors and employees of the Group. No charge was made for the share options of 10,600,000 shares in 2014 as it was not considered to be material. The fair value of the share options granted in 2014 was calculated using Black-Scholes model assuming the inputs shown below: Grant date Share price at grant date Exercise price Option life in years Risk free rate Expected volatility Expected dividend yield Fair value of options 5 December 2014 1.5p 2.5p 10 years 4.24% 40% 0% 1p Share options of 2,000,000 shares had lapsed due to resignation of employees and no option has been exercised. I 79 I NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) For the year ended 31 December 2020 33. SIGNIFICANT EVENT Outbreak of coronavirus ("COVID-19") pandemic During the financial year ended 31 December 2020, the world was impacted by the COVID-19 pandemic which resulted in national lockdowns across the world in order to stop the spreading of COVID-19. As a result, the Group implemented all the standard operating procedures recommended by the Ministry of Health in order to prevent the spreading of COVID-19. The Directors have assessed the overall impact of the COVID-19 pandemic on the Group’s and the Company’s operations, financial performance and cash flows. In this regard, the Directors have concluded that there is no material adverse effect on the Group’s and the Company’s financial results for the year ended 31 December 2020. The Directors have prepared the financial results for the year ended 31 December 2020 having considered the impact of COVID-19 and the current economic environment. The Directors continue to believe that it is appropriate to adopt the going concern basis of accounting in preparing the financial results for the year ended 31 December 2020. 34. SUBSEQUENT EVENTS (a) On 26 February 2021, MobilityOne Sdn Bhd (“the Purchaser”) had entered into a Sale and Purchase Agreement with Azlan Shah Bin Jaffril and Anil Kumar Chigurupati (“the Vendors”) to acquire 4,505,000 ordinary shares representing 50% equity interest in OneTransfer Remittance Sdn. Bhd. (“the Sale Shares”) for a total consideration of RM3,000,000. The acquisition was completed on 7 April 2021 and OneTransfer Remittance Sdn. Bhd. is now a wholly owned subsidiary of MobilityOne Sdn Bhd. (b) On 10 December 2020, MobilityOne Sdn Bhd (“the Purchaser”) had entered into a Sale and Purchase Agreement (“SPA”) with Yusofgany Bin Habeeb Rahman and Marina Binti Mohd Mokhtar (“the Vendors”) to acquire 500,000 ordinary shares representing 100% equity interest in Tanjung Pinang Resources Sdn. Bhd. for a total consideration of RM300,000. A deposit of RM15,000 (“the Deposit”) was paid to the Vendors upon the signing of the SPA. The acquisition was incomplete at the end of the financial year. On 21 April 2021, MobilityOne Sdn Bhd entered into an agreement with the Vendors to terminate the acquisition and the Deposit has been refunded. (c) On 26 April 2021, M1 Merchant Sdn. Bhd., a 60% owned subsidiary of MobilityOne Sdn Bhd had increased its paid-up capital from RM10 to RM300,000. MobilityOne Sdn Bhd has subscribed for an additional 179,994 ordinary shares of RM1 each in M1 Merchant Sdn. Bhd. for a total cash consideration of RM179,994. Consequently, M1 Merchant Sdn. Bhd. remains as a 60% owned subsidiary of MobilityOne Sdn Bhd. I 80 I NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN THAT an Annual General Meeting of MOBILITYONE LIMITED (“Company”) will be held at 4.00 p.m. Malaysia time on 13 October 2021 at Level 2, Wisma LMS, No. 6, Jalan Abd. Rahman Idris, Off Jalan Raja Muda Abdul Aziz, 50300 Kuala Lumpur, Malaysia, and for the purpose of considering and, if thought fit, adopting the following resolutions, at the meeting, or of any adjournment thereof: ORDINARY RESOLUTIONS 1. THAT the Company's accounts and reports of the Directors and Auditors for the year ended 31 December 2020 be adopted. 2. THAT Derrick Chia Kah Wai is re-elected as a Director. 3. THAT Seah Boon Chin is re-elected as a Director. 4. THAT Azlinda Ezrina Binti Ariffin-Boromand is re-elected as a Director. 5. THAT Jeffreys Henry LLP of Finsgate, 5-7 Cranwood Street, EC1V 9EE London, United Kingdom be reappointed as Auditors of the Company (in accordance with Article 33 of the Articles of Association of the Company) to hold office until the conclusion of the next general meeting. 6. THAT the Directors be authorised to fix the remuneration of the Auditors. BY ORDER OF THE BOARD Abu Bakar bin Mohd Taib Chairman Dated: 21 September 2021 Notes: 1 A member of the Company entitled to attend and vote at the above-mentioned meeting is entitled to appoint a proxy to attend and, on a poll, to vote in his/her place. A proxy may demand, or join in demanding, a poll. A proxy need not be a member of the Company. A member may appoint more than one proxy to attend on the same occasion. 2 The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be deposited with the Company’s registrars, Computershare Investor Services (Jersey) Limited c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY, the United Kingdom or at such other place as is specified for that purpose in the notice of the meeting or in the instrument of proxy issued by the Company at least 24 hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote or, in the case of a poll, at least 24 hours before the time appointed for taking the poll and, in default, the instrument of proxy shall not be treated as valid. 3 Completion of the instrument appointing a proxy does not preclude a member from subsequently attending and voting at the meeting in person if he/she so wishes. 4 In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the Holders stand in the register of members of the Company. 5 As permitted by Regulation 40(1) of the Companies (Uncertificated Securities) (Jersey) Order 1999, only persons entered on the register of members of the Company not later than 48 hours before the time appointed for the meeting are entitled to attend and/or vote at the meeting in respect of the number of shares registered in their name at that time. Changes to entries on the register of members after that time will be disregarded in determining the rights of any person to attend and/or vote at the meeting. I 81 I This page was intentionally left blank I 82 I No. of Shares: I / We: (full name) ……………………………………………………………………………………………............................................... of: (address) …………………………………………………………………………………………………................................................ being a member of MobilityOne Limited, do hereby appoint: (full name) …………………………………........................................... or failing him: (full name) ……………………………………………………………………………………................................................ or failing him the Chairman of the Meeting as my / our proxy to attend the Annual General Meeting of MobilityOne Limited to be held at Level 2, Wisma LMS, No. 6, Jalan Abd. Rahman Idris, Off Jalan Raja Muda Abdul Aziz, 50300 Kuala Lumpur, Malaysia on 13 October 2021 at 4.00 p.m. Malaysia time or any adjournment thereof. I/We request such proxy to vote as indicted below: ORDINARY RESOLUTIONS FOR AGAINST WITHHOLD 1. THAT the Company's accounts and reports of the Directors and Auditors for the year ended 31 December 2020 be adopted. 2. THAT Derrick Chia Kah Wai is re-elected as a Director. 3. THAT Seah Boon Chin is re-elected as a Director. 4. THAT Azlinda Ezrina Binti Ariffin-Boromand is re-elected as a Director. 5. THAT Jeffreys Henry LLP of Finsgate, 5-7 Cranwood Street, EC1V 9EE London, United Kingdom be reappointed as Auditors of the Company (in accordance with Article 33 of the Articles of Association of the Company) to hold office until the conclusion of the next general meeting. 6. THAT the Directors be authorised to fix the remuneration of the Auditors. Please indicate by marking “X” in the respective box. If no indication is given, your proxy will have discretion to vote or to abstain (including on any other matter which may properly come before the meeting as he/she thinks fit). If by an individual: If for and on behalf of a corporation: Signed: .................................................................................... Signed by: ................................................................................. Dated: ............................................................................. 2021 for and on behalf of: ................................................................... Position: .................................................................................... Dated: .............................................................................2021 Notes: 1. 2. A member of the Company entitled to attend and vote at the above-mentioned meeting is entitled to appoint a proxy to attend and, on a poll, to vote in his/ her place. A proxy may demand, or join in demanding, a poll. A proxy need not be a member of the Company. A member may appoint more than one proxy to attend on the same occasion. The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be deposited with the Company’s registrars, Computershare Investor Services (Jersey) Limited c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY, the United Kingdom or at such other place as is specified for that purpose in the notice of the meeting or in the instrument of proxy issued by the Company at least 24 hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote or, in the case of a poll, at least 24 hours before the time appointed for taking the poll and, in default, the instrument of proxy shall not be treated as valid. 3. Completion of the instrument appointing a proxy does not preclude a member from subsequently attending and voting at the meeting in person if he/she so wishes. 4. 5. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the Holders stand in the register of members of the Company. As permitted by Regulation 40(1) of the Companies (Uncertificated Securities) (Jersey) Order 1999, only persons entered on the register of members of the Company not later than 48 hours before the time appointed for the meeting are entitled to attend and/or vote at the meeting in respect of the number of shares registered in their name at that time. Changes to entries on the register of members after that time will be disregarded in determining the rights of any person to attend and/or vote at the meeting. I 83 I FOLD THIS FLAP FOR SEALING THEN FOLD HERE AFFIX STAMP COMPANY'S REGISTRARS MOBILTYONE LIMITED / COMPUTERSHARE INVESTOR SERVICES (JERSEY) LIMITED C/O THE PAVILLIONS BRIDGWATER ROAD BRISTOL BS99 6ZY UNITED KINGDOM FIRST FOLD HERE REGISTERED OFFICE BUSINESS ADDRESS MobilityOne Limited 13 Castle Street St Helier Jersey JE1 1ES Channels Islands MobilityOne Sdn Bhd 2-3, Incubator 2 Technology Park Malaysia Bukit Jalil 57000 Kuala Lumpur Malaysia Tel: +6(03) 8996 3600 Fax: +6(03) 8996 3601 

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