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
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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
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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
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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