MobilityOne Annual Report 2021

Plain-text annual report

Company Information 02Chairman’s Statement 03Report of the Directors 05Board of Directors 10Corporate Governance Report 11Report of the Independent Auditors 16Consolidated Income Statement 23Consolidated Statement of Comprehensive Income 24Consolidated Statement of Changes in Equity 25Company Statement of Changes in Equity 27Consolidated Statement of Financial Position 28Company Statement of Financial Position 30Consolidated Statement of Cash Flows 31Company Statement of Cash Flows 32Notes to the Financial Statements 33Notice of Annual General Meeting 84Form of ProxyCONTENTSI 2 IDIRECTORS Abu Bakar bin Mohd Taib (Non-Executive Chairman) Dato’ Hussian @ Rizal bin A. Rahman (Chief Executive Ofﬁcer) Derrick Chia Kah Wai (Deputy Chief Executive Ofﬁcer) Seah Boon Chin (Non-Executive Director) Azlinda Ezrina binti Arifﬁn (Non-Executive Director)SECRETARY Computershare Company Secretarial Services (Jersey) Limited 13 Castle Street St Helier Jersey JE1 1ES Channel Islands REGISTERED 13 Castle StreetOFFICE St Helier Jersey JE1 1ES Channel Islands BUSINESS 2-3, Incubator 2ADDRESS 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 Allenby Capital LimitedADVISER 5 St. Helen’s PlaceAND BROKER London EC3A 6AB United Kingdom COMPANY INFORMATION For the year ended 31 December 2021I 3 ICHAIRMAN’S STATEMENTFor the year ended 31 December 2021INTRODUCTIONMobilityOne 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 2021.In the ﬁnancial year ended 31 December 2021, the Group continued to grow its e-payment business in Malaysia and the revenue increased by £9.03 million to £255.71 million (year ended 31 December 2020: revenue of £246.67 million) due to the continued growth of the Group’s e-payment business in Malaysia. The revenue growth was mainly as a result of higher sales that were recorded in 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), third parties’ e-wallet and electronic data capture terminals. Notwithstanding the increase in revenue, the Group recorded a lower proﬁt after tax of £1.51 million in 2021 mainly due to higher administration expenses (year ended 31 December 2020: proﬁt after tax of £1.61 million). 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 in the year ended 31 December 2021. As at 31 December 2021, the Group’s cash and cash equivalents increased to £4.67 million (31 December 2020: cash and cash equivalents of £4.42 million) while the secured loans and borrowings from ﬁnancial institutions reduced to £2.18 million (31 December 2020: £3.20 million). I 4 ICHAIRMAN’S STATEMENT (CONTINUED)For the year ended 31 December 2019REVIEW OF ACTIVITIES AND OUTLOOKThe Group’s current activities are predominately concentrated in Malaysia and the Group is continuously expanding its businesses in Malaysia. The Central Bank of Malaysia expects the Malaysian economy to grow at 5.3% to 6.3% in 2022. This is underpinned by stronger domestic demand, continued expansion in external demand and further improvement in the labour market. Growth in the Malaysian economy would also beneﬁt from the easing of COVID-19 restrictions, the reopening of international borders and implementation of investment projects. In addition, the Central Bank of Malaysia is supporting the efforts for digital payments adoption and development.The Company’s wholly-owned subsidiary in Malaysia, MobilityOne Sdn Bhd, which received a license from MasterCard Asia/Paciﬁc Pte Ltd ("MasterCard") to issue MasterCard prepaid cards, has obtained approval from the Central Bank of Malaysia to introduce international scheme prepaid cards under MasterCard’s brand in Malaysia. The Group expects to commence the issuance of MasterCard prepaid cards in the 3rd quarter of 2022, which is expected to complement the Group's existing e-wallet and will be part of the Group's end-to-end payment ecosystem. As previously announced, the Central Bank of Malaysia has not yet given its decision, the timing of which remains uncertain, for the Group to expand its money transfer business via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) network. The Group is currently working closely with a bank in Malaysia on the integration process while waiting for the Central Bank of Malaysia’s approval. A further announcement updating on the Group’s prospective arrangements with SWIFT will be made as and when is appropriate.As part of the Group’s future business expansion, in September 2021, M-One Tech Limited, the Company’s wholly-owned subsidiary in the UK, submitted an application to the Financial Conduct Authority (the “FCA”) (together the “FCA Application”), the ﬁnancial regulatory body in the UK, for authorisation as an electronic money institution to provide e-money services in the UK. As previously announced, the Group received feedback from the FCA, in late May 2022, to include additional information in the FCA Application. In view of this and after further consideration, the Group withdrew the FCA Application on 1 June 2022. It is the Directors’ intention to re-submit the FCA Application by September 2022 with additional information based on the FCA’s feedback.In October 2021, the Group entered into a joint venture cum shareholders agreement (“JV Agreement”) with One M Tech Pty Ltd to explore e-commerce and e-payment business opportunities in Australia. There have been no developments or progress made by the joint venture partner since the signing of the JV Agreement and the Group is still in discussions with the joint venture partner about the business opportunities and the continuation of the JV Agreement. To reﬂect the growth of the business and the responsibilities being undertaken, Derrick Chia’s title has been re-designated from Chief Operating Ofﬁcer to Deputy Chief Executive Ofﬁcer.The Directors remain conﬁdent in the Group’s strengths and future prospects for the remainder of 2022 noting that the e-payments industry is expected to continue to grow in Malaysia and that the Group will continue with its research and development to enhance its product offering............................................. Abu Bakar bin Mohd TaibChairmanDate: 28 June 2022 I 5 IThe Directors are pleased to submit their report together with the ﬁnancial statements of the Company and the Group for the year ended 31 December 2021. PRINCIPAL ACTIVITYThe 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 Revenue Operating proﬁtProﬁt before taxNet proﬁt for the yearKEYS RISKS AND UNCERTAINTIESOperational risksThe Group is not insulated from general business risk as well as certain risks inherent in the industry in which the Group operates. In particular, this includes technological changes, unfavourable changes in government and international policies (including licensing requirements), the introduction of new and superior technology or products and services by competitors and changes in the general economic, business and credit conditions.Dependency on Distributorship AgreementsThe 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. Dependency on business partnersAs the revenue of the Group is substantially through the business partners’ various channels, such as banking (i.e. mobile banking and internet banking) and e-wallet applications, the Group is dependent on its business partners which include several major banks in Malaysia. The Group is exposed to the risks that any of the business partners may cease the business relationship with the Group in the future and the Group’s ability to grow may be materially and adversely affected.REPORT OF THE DIRECTORS For the year ended 31 December 2021Year ended 31.12.2019£ 246,673,038 2,464,077 2,257,536 1,605,627Year ended 31.12.2020£ 255,707,2702,131,4552,015,8351,508,253I 6 IKEYS RISKS AND UNCERTAINTIES (Continued)Rapid technological changes/product changes in the e-commerce industryIf the Group is unable to keep pace with rapid technological development in the e-commerce industry it may adversely affect the Group’s revenues and proﬁts. The e-commerce industry is characterised by rapid technological changes due to changing market trends, evolving industry standards, new technologies and emerging competition. Future success will be dependent upon the Group’s ability to enhance its existing technology solutions and introduce new products and services to respond to the constantly changing technological environment. The timely development of new and enhanced services or products is a complex and uncertain process.Demand of products and servicesThe 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 risksPlease refer to Note 3.REVIEW OF BUSINESSThe results for the year and ﬁnancial position of the Company and the Group are as shown in the Chairman’s statement. RESULTS AND DIVIDENDSThe consolidated total comprehensive proﬁt for the year ended 31 December 2021 was £1,463,999 (2020: £1,525,010) which has been transferred to reserves. No dividends will be distributed for the year ended 31 December 2021. DIRECTORSThe Directors are:Abu Bakar bin Mohd Taib (Non-Executive Chairman)Dato’ Hussian @ Rizal bin A. Rahman (Chief Executive Ofﬁcer) Derrick Chia Kah Wai (Deputy Chief Operating Ofﬁcer)Seah Boon Chin (Non-Executive Director)Azlinda Ezrina binti Arifﬁn (Non-Executive Director)REPORT OF THE DIRECTORS (CONTINUED)For the year ended 31 December 2021I 7 IOrdinary shares of 2.5p each Abu Bakar bin Mohd TaibDato’ Hussian @ Rizal bin A. RahmanDerrick Chia Kah Wai Seah Boon ChinThe 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 SHAREHOLDERSBased on the register of shareholders as of 3 June 2022, the Company had the following shareholders with interests in 3% or more of the issued share capital of the Company pursuant to Part VI of Article 110 of the Companies (Jersey) Law 1991: Ordinary shares of 2.5p each Dato’ Hussian @ Rizal bin A. RahmanEstate of Dato’ Shamsir bin Omar Vidacos Nominees LimitedInteractive Investor Services Nominees LimitedPUBLICATION OF ACCOUNTS ON COMPANY WEBSITEFinancial 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 OFFICERSThe Group does not have the insurance cover against legal action brought against its Directors and ofﬁcers.Number of ordinary shares53,465,7249,131,6777,306,2193,519,283% of issued capital 50.30 8.59 6.87 3.31REPORT OF THE DIRECTORS (CONTINUED)For the year ended 31 December 2021The beneﬁcial interests of the Directors holding ofﬁce at 31 December 2021 in the ordinary shares of the Company, were as follows:Ordinary shares of 2.5p eachAbu Bakar bin Mohd TaibDato’ Hussian @ Rizal bin A. RahmanDerrick Chia Kah Wai *Seah Boon Chin* The wife of Derrick Chia Kah Wai holds 1,943,000 ordinary shares in the Company, which is equivalent to 1.83% of the Company’s issued capital. The Directors also held the following ordinary shares under options:Interest at 31.12.21Nil53,465,724NilNil% of issued capitalNil50.30NilNilInterest at 31.12.21500,000800,0002,000,0002,000,000I 8 IGROUP'S POLICY ON PAYMENT OF CREDITORSIt 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 INVOLVEMENTThe 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 CONCERNThese ﬁnancial statements have been prepared on the assumption that the Group is a going concern. Further information is given in Note 2 of the ﬁnancial statements. SIGNIFICANT EVENTSOutbreak of coronavirus ("COVID-19") pandemicDuring the ﬁnancial year ended 31 December 2021, the world was still impacted by the COVID-19 pandemic which resulted in various measures taken across the world in order to reduce 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 reduce the spreading of COVID-19. The Directors have assessed the overall impact of the COVID-19 pandemic on the Group’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 ﬁnancial results for the year ended 31 December 2021.The Directors have prepared the ﬁnancial results for the year ended 31 December 2021 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 2021.STATEMENT OF DIRECTORS' RESPONSIBILITIESThe 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.REPORT OF THE DIRECTORS (CONTINUED)For the year ended 31 December 2021I 9 IREPORT OF THE DIRECTORS (CONTINUED)For the year ended 31 December 2021The 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 AUDITORSSo 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. AUDITORSJeffreys 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. RahmanChief Executive OfﬁcerDate: 28 June 2022 I 10 IAbu Bakar bin Mohd Taib (Non-Executive Chairman)Abu Bakar bin Mohd Taib, a Malaysian aged 69, 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 60, is the Chief Executive Ofﬁcer of the Group. He has extensive experience in the IT and telecommunications industries in Malaysia and is responsible for the development of the Group’s overall management, particularly in setting the Group’s business direction and strategies. He is currently also a Non-Executive Director of TFP Solutions Berhad, which is listed on the ACE Market of Bursa Malaysia Securities Berhad (Malaysia Stock Exchange). He obtained a certiﬁed Master of Business Administration from the Oxford Association of Management, England.Derrick Chia Kah Wai(Deputy Chief Executive Ofﬁcer)Derrick Chia Kah Wai, a Malaysian aged 51, is the Deputy Chief Executive Ofﬁcer of the Group. He began his career as a programmer in 1994, he then joined GHL Systems Berhad in January 1998 as a Software Engineer and was promoted to Software Development Manager in December 1999. He obtained his Bachelor Degree in Commerce, majoring in Management Information System from University of British Columbia, Canada. He joined the Group in May 2005 and is responsible for the Group’s business operations.Seah Boon Chin (Non-Executive Director)Seah Boon Chin, a Malaysian aged 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(Non-Executive Director)Azlinda Ezrina binti Arifﬁn, British by background and aged 53, 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.BOARD OF DIRECTORSI 11 IThe 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 AIM Rules requirements that all AIM quoted companies adopt and comply with a recognised corporate governance code. The Directors consider that the Company complies with the QCA Code so far as is practicable. The QCA 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 shareholdersThe 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, Australia 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 of the Company’s Accounts for the year ended 31 December 2021.2. Seek to understand and meet shareholder needs and expectationsThe Company encourages two-way communication with its shareholders to understand their needs and expectations. The Board recognises the annual general meeting (“AGM”) as an important opportunity to meet shareholders. The AGM is the main forum for dialogue with shareholders and all members of the Board attend the AGM and are available to answer questions raised by shareholders and to listen to views of shareholders.It should be noted that the CEO holds 50.3% of the Company’s share capital and talks to some of the Company’s non-board shareholders to understand their needs and expectations. In the future should voting decisions not be in line with the Company’s expectations, the Board would endeavour to engage with those shareholders to understand and address any issues. Contact details are provided on the contacts page of the Company’s website and within public documents should shareholders wish to communicate with the Company.CORPORATE GOVERNANCE REPORTI 12 ICORPORATE GOVERNANCE REPORT (CONTINUED)3. Take into account wider stakeholder and social responsibilities and their implications for long-term successThe 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 organisationThe principal risks and uncertainties affecting the business are set in the Report of the Directors of the Company’s Accounts for the year ended 31 December 2021.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 chairThe Board comprises two Executive Directors and three Non-Executive Directors. All of the Non-Executive Directors (including Azlinda Ezrina binti Arifﬁn since June 2022) are members of the audit, remuneration and nomination committees and have the necessary skills and knowledge to discharge their duties and responsibilities. The Non-executive Chairman is responsible for the running of the Board and the CEO has main executive responsibility for running the Group’s business and implementing the Group’s strategy. Both the Chairman and Azlinda Ezrina binti Arifﬁn are considered by the Board to be independent. Seah Boon Chin is not deemed to be independent due to having previously been an executive board member and his length of tenure. Notwithstanding this, the Board considers that Seah Boon Chin brings an independent judgement to bear notwithstanding the aforementioned considerations.The Directors receive regular updates on the Group’s operational and ﬁnancial performance during Board meetings and they have committed sufﬁcient time to fulﬁll their responsibilities. I 13 I5. 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 ﬁve Board meetings in 2021 which were attended by all the Directors in ofﬁce at the time of each board meeting. 6. Ensure that between them the directors have the necessary up-to-date experience, skills and capabilitiesThe Directors’ biographies are set out in the section “Board of Directors” of the Company’s Accounts for the year ended 31 December 2021.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 improvementThe 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.CORPORATE GOVERNANCE REPORT (CONTINUED)I 14 ICORPORATE GOVERNANCE REPORT (CONTINUED)8. Promote a corporate culture that is based on ethical values and behavioursThe 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 boardThe Board has overall responsibility for promoting the success of the Group. The Executive Directors have day-to-day responsibility for the operational management of the Group’s activities. The Non-executive Directors are responsible for bringing independent and objective judgement to Board decisions.There is a clear separation of the roles of CEO and Non-executive Chairman. The Chairman is responsible for overseeing the running of the Board, ensuring that no individual or group dominates the Board’s decision-making and ensuring the Non-executive Directors are properly briefed on matters. The Chairman has overall responsibility for corporate governance matters in the Group. The CEO has the responsibility for implementing the strategy of the Board and managing the day-to-day business activities of the Group. The Board has established the following committees: Audit Committee, Remuneration Committee and Nomination Committee. The members of the three committees are all the three Non-executive Directors (including Azlinda Ezrina binti Arifﬁn since June 2022). Abu Bakar bin Mohd Taib chairs the Audit Committee, Remuneration Committee and Nomination Committee.The Audit Committee normally meets at least once a year and has responsibility for, amongst other things, planning and reviewing the annual report and accounts and interim statements. It is also responsible for ensuring that an effective system of internal control is maintained. The ultimate responsibility for reviewing and approving the annual ﬁnancial statements and interim statements remains with the Board.The Remuneration Committee meets at least once a year and has responsibility for making recommendations to the Board on matter such as the remuneration packages for each of the Directors. The Nomination Committee, which meets as required, has responsibility for reviewing the size and composition of the Board, the appointment of replacement or additional Directors and making appropriate recommendations to the Board.The 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 15 I9. 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 2021, the Company held ﬁve Board meetings.Board and committee meetingsAttendances of Directors at Board and committee meetings convened in 2021 are set out below:DirectorNumber of meetings in yearAbu Bakar bin Mohd TaibDato’ Hussian @ Rizal bin A. RahmanDerrick Chia Kah WaiSeah Boon ChinAzlinda Ezrina Binti Arifﬁn * Appointed on 30 April 2021, after the ﬁrst Board meeting in 2021.10. 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.htmlThe 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.CORPORATE GOVERNANCE REPORT (CONTINUED)Board Meetings Attended555554*Audit Committee Meeting Attended11N/AN/A1N/ARemuneration Committee Meeting Attended11N/AN/A1N/AI 16 IOPINIONWe 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 2021 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: (cid:118)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:111)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:86)(cid:87)(cid:68)(cid:87)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:86)(cid:3)(cid:74)(cid:76)(cid:89)(cid:72)(cid:3)(cid:68)(cid:3)(cid:87)(cid:85)(cid:88)(cid:72)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:73)(cid:68)(cid:76)(cid:85)(cid:3)(cid:89)(cid:76)(cid:72)(cid:90)(cid:3)(cid:82)(cid:73)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:86)(cid:87)(cid:68)(cid:87)(cid:72)(cid:3)(cid:82)(cid:73)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:42)(cid:85)(cid:82)(cid:88)(cid:83)(cid:10)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:82)(cid:73)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:83)(cid:68)(cid:85)(cid:72)(cid:81)(cid:87)(cid:3)(cid:70)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:10)(cid:86)(cid:3)(cid:68)(cid:73)(cid:73)(cid:68)(cid:76)(cid:85)(cid:86)(cid:3)(cid:68)(cid:86)(cid:3)(cid:68)(cid:87)(cid:3)(cid:22)(cid:20)(cid:3) December 2021 and of the Group’s loss for the year then ended; (cid:118)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:42)(cid:85)(cid:82)(cid:88)(cid:83)(cid:10)(cid:86)(cid:3)(cid:111)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:86)(cid:87)(cid:68)(cid:87)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:86)(cid:3)(cid:75)(cid:68)(cid:89)(cid:72)(cid:3)(cid:69)(cid:72)(cid:72)(cid:81)(cid:3)(cid:83)(cid:85)(cid:82)(cid:83)(cid:72)(cid:85)(cid:79)(cid:92)(cid:3)(cid:83)(cid:85)(cid:72)(cid:83)(cid:68)(cid:85)(cid:72)(cid:71)(cid:3)(cid:76)(cid:81)(cid:3)(cid:68)(cid:70)(cid:70)(cid:82)(cid:85)(cid:71)(cid:68)(cid:81)(cid:70)(cid:72)(cid:3)(cid:90)(cid:76)(cid:87)(cid:75)(cid:3)(cid:44)(cid:81)(cid:87)(cid:72)(cid:85)(cid:81)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:68)(cid:79)(cid:3)(cid:41)(cid:76)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:53)(cid:72)(cid:83)(cid:82)(cid:85)(cid:87)(cid:76)(cid:81)(cid:74)(cid:3)(cid:54)(cid:87)(cid:68)(cid:81)(cid:71)(cid:68)(cid:85)(cid:71)(cid:3) (IFRSs) as adopted by the European Union; (cid:118)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:83)(cid:68)(cid:85)(cid:72)(cid:81)(cid:87)(cid:3)(cid:70)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:10)(cid:86)(cid:3)(cid:111)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:86)(cid:87)(cid:68)(cid:87)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:86)(cid:3)(cid:75)(cid:68)(cid:89)(cid:72)(cid:3)(cid:69)(cid:72)(cid:72)(cid:81)(cid:3)(cid:83)(cid:85)(cid:82)(cid:83)(cid:72)(cid:85)(cid:79)(cid:92)(cid:3)(cid:83)(cid:85)(cid:72)(cid:83)(cid:68)(cid:85)(cid:72)(cid:71)(cid:3)(cid:76)(cid:81)(cid:3)(cid:68)(cid:70)(cid:70)(cid:82)(cid:85)(cid:71)(cid:68)(cid:81)(cid:70)(cid:72)(cid:3)(cid:90)(cid:76)(cid:87)(cid:75)(cid:3)(cid:44)(cid:41)(cid:53)(cid:54)(cid:86)(cid:3)(cid:68)(cid:86)(cid:3)(cid:68)(cid:71)(cid:82)(cid:83)(cid:87)(cid:72)(cid:71)(cid:3)(cid:69)(cid:92)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3) European Union and as applied in accordance with the requirements and provisions of Companies (Jersey) Law 1991; and (cid:118)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:111)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:86)(cid:87)(cid:68)(cid:87)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:86)(cid:3)(cid:75)(cid:68)(cid:89)(cid:72)(cid:3)(cid:69)(cid:72)(cid:72)(cid:81)(cid:3)(cid:83)(cid:85)(cid:72)(cid:83)(cid:68)(cid:85)(cid:72)(cid:71)(cid:3)(cid:76)(cid:81)(cid:3)(cid:68)(cid:70)(cid:70)(cid:82)(cid:85)(cid:71)(cid:68)(cid:81)(cid:70)(cid:72)(cid:3)(cid:90)(cid:76)(cid:87)(cid:75)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:85)(cid:72)(cid:84)(cid:88)(cid:76)(cid:85)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:86)(cid:3)(cid:82)(cid:73)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:38)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:76)(cid:72)(cid:86)(cid:3)(cid:11)(cid:45)(cid:72)(cid:85)(cid:86)(cid:72)(cid:92)(cid:12)(cid:3)(cid:47)(cid:68)(cid:90)(cid:3)(cid:20)(cid:28)(cid:28)(cid:20)BASIS FOR OPINIONWe 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. We believe that the audit evidence we have obtained is sufﬁcient and appropriate to provide a basis for our opinion.CONCLUSIONS RELATING TO GOING CONCERNIn 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.REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF MOBILITYONE LIMITEDI 17 IKEY AUDIT MATTERSKey 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 auditREPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF MOBILITYONE LIMITED (CONTINUED)How our audit addressed the key audit matterWe 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.Key audit matterInvestment in subsidiariesMobilityOne 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 assumptionThe 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.InventoryThe 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.I 18 IOUR APPLICATION OF MATERIALITYThe 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: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 (2020: £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 AUDITAs 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 scopeWe 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.REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF MOBILITYONE LIMITED (CONTINUED)Overall materialityHow we determined itRationale forbenchmark appliedGroup ﬁnancial statements£205,000 (2020: £194,000)1.5% of gross proﬁt1% of gross assets4% of net assetsWe 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.Company ﬁnancial statements£7,000 (2020: £7,000)5% of proﬁt before tax2.5% of gross assetsWe 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 benchmarkI 19 IREPORT 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 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 and we visited the ofﬁces of both the Malaysian component auditor and client.OTHER INFORMATIONThe 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 1991In 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:(cid:118)(cid:3)(cid:83)(cid:85)(cid:82)(cid:83)(cid:72)(cid:85)(cid:3)(cid:68)(cid:70)(cid:70)(cid:82)(cid:88)(cid:81)(cid:87)(cid:76)(cid:81)(cid:74)(cid:3)(cid:85)(cid:72)(cid:70)(cid:82)(cid:85)(cid:71)(cid:86)(cid:3)(cid:75)(cid:68)(cid:89)(cid:72)(cid:3)(cid:81)(cid:82)(cid:87)(cid:3)(cid:69)(cid:72)(cid:72)(cid:81)(cid:3)(cid:78)(cid:72)(cid:83)(cid:87)(cid:3)(cid:69)(cid:92)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:83)(cid:68)(cid:85)(cid:72)(cid:81)(cid:87)(cid:3)(cid:70)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:15)(cid:3)(cid:82)(cid:85)(cid:3)(cid:85)(cid:72)(cid:87)(cid:88)(cid:85)(cid:81)(cid:86)(cid:3)(cid:68)(cid:71)(cid:72)(cid:84)(cid:88)(cid:68)(cid:87)(cid:72)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:68)(cid:88)(cid:71)(cid:76)(cid:87)(cid:3)(cid:75)(cid:68)(cid:89)(cid:72)(cid:3)(cid:81)(cid:82)(cid:87)(cid:3)(cid:69)(cid:72)(cid:72)(cid:81)(cid:3) received from branches not visited by us; or(cid:118)(cid:3)(cid:90)(cid:72)(cid:3)(cid:75)(cid:68)(cid:89)(cid:72)(cid:3)(cid:81)(cid:82)(cid:87)(cid:3)(cid:85)(cid:72)(cid:70)(cid:72)(cid:76)(cid:89)(cid:72)(cid:71)(cid:3)(cid:68)(cid:79)(cid:79)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:76)(cid:81)(cid:73)(cid:82)(cid:85)(cid:80)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:72)(cid:91)(cid:83)(cid:79)(cid:68)(cid:81)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:3)(cid:90)(cid:72)(cid:3)(cid:85)(cid:72)(cid:84)(cid:88)(cid:76)(cid:85)(cid:72)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:82)(cid:88)(cid:85)(cid:3)(cid:68)(cid:88)(cid:71)(cid:76)(cid:87)(cid:30)(cid:3)(cid:82)(cid:85)(cid:118)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:74)(cid:85)(cid:82)(cid:88)(cid:83)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:83)(cid:68)(cid:85)(cid:72)(cid:81)(cid:87)(cid:3)(cid:70)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:3)(cid:111)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:86)(cid:87)(cid:68)(cid:87)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:86)(cid:3)(cid:68)(cid:85)(cid:72)(cid:3)(cid:81)(cid:82)(cid:87)(cid:3)(cid:76)(cid:81)(cid:3)(cid:68)(cid:74)(cid:85)(cid:72)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:3)(cid:90)(cid:76)(cid:87)(cid:75)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:68)(cid:70)(cid:70)(cid:82)(cid:88)(cid:81)(cid:87)(cid:76)(cid:81)(cid:74)(cid:3)(cid:85)(cid:72)(cid:70)(cid:82)(cid:85)(cid:71)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:85)(cid:72)(cid:87)(cid:88)(cid:85)(cid:81)(cid:86)(cid:17)I 20 IRESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE CONSOLIDATED FINANCIAL STATEMENTAs explained more fully in the directors’ responsibilities statement set out on page 7, 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 STATEMENTSOur objectives are to obtain reasonable assurance about whether the consolidated ﬁnancial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to inﬂuence the economic decisions of users taken on the basis of these ﬁnancial statements.OTHER MATTERS WHICH WE ARE REQUIRED TO ADDRESSWe were re-appointed by the Board of Directors on 20th September 2021 to audit the ﬁnancial statements for the period ending 31 December 2021. Our total uninterrupted period of engagement is 15 years, covering the period ending 31 December 2021, 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 FRAUDOur 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:(cid:118)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:86)(cid:72)(cid:81)(cid:76)(cid:82)(cid:85)(cid:3)(cid:86)(cid:87)(cid:68)(cid:87)(cid:88)(cid:87)(cid:82)(cid:85)(cid:92)(cid:3)(cid:68)(cid:88)(cid:71)(cid:76)(cid:87)(cid:82)(cid:85)(cid:3)(cid:72)(cid:81)(cid:86)(cid:88)(cid:85)(cid:72)(cid:71)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:72)(cid:81)(cid:74)(cid:68)(cid:74)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:3)(cid:87)(cid:72)(cid:68)(cid:80)(cid:3)(cid:70)(cid:82)(cid:79)(cid:79)(cid:72)(cid:70)(cid:87)(cid:76)(cid:89)(cid:72)(cid:79)(cid:92)(cid:3)(cid:75)(cid:68)(cid:71)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:68)(cid:83)(cid:83)(cid:85)(cid:82)(cid:83)(cid:85)(cid:76)(cid:68)(cid:87)(cid:72)(cid:3)(cid:70)(cid:82)(cid:80)(cid:83)(cid:72)(cid:87)(cid:72)(cid:81)(cid:70)(cid:72)(cid:15)(cid:3)(cid:70)(cid:68)(cid:83)(cid:68)(cid:69)(cid:76)(cid:79)(cid:76)(cid:87)(cid:76)(cid:72)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3) skills to identify or recognise non-compliance with applicable laws and regulations.(cid:118)(cid:3)(cid:90)(cid:72)(cid:3)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:76)(cid:111)(cid:72)(cid:71)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:79)(cid:68)(cid:90)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:85)(cid:72)(cid:74)(cid:88)(cid:79)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:3)(cid:68)(cid:83)(cid:83)(cid:79)(cid:76)(cid:70)(cid:68)(cid:69)(cid:79)(cid:72)(cid:3)(cid:87)(cid:82)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:74)(cid:85)(cid:82)(cid:88)(cid:83)(cid:3)(cid:87)(cid:75)(cid:85)(cid:82)(cid:88)(cid:74)(cid:75)(cid:3)(cid:71)(cid:76)(cid:86)(cid:70)(cid:88)(cid:86)(cid:86)(cid:76)(cid:82)(cid:81)(cid:86)(cid:3)(cid:90)(cid:76)(cid:87)(cid:75)(cid:3)(cid:71)(cid:76)(cid:85)(cid:72)(cid:70)(cid:87)(cid:82)(cid:85)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:82)(cid:87)(cid:75)(cid:72)(cid:85)(cid:3)(cid:80)(cid:68)(cid:81)(cid:68)(cid:74)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:17)REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF MOBILITYONE LIMITED (CONTINUED)I 21 IREPORT 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)(cid:118)(cid:3)(cid:90)(cid:72)(cid:3)(cid:73)(cid:82)(cid:70)(cid:88)(cid:86)(cid:72)(cid:71)(cid:3)(cid:82)(cid:81)(cid:3)(cid:86)(cid:83)(cid:72)(cid:70)(cid:76)(cid:111)(cid:70)(cid:3)(cid:79)(cid:68)(cid:90)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:85)(cid:72)(cid:74)(cid:88)(cid:79)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:3)(cid:90)(cid:75)(cid:76)(cid:70)(cid:75)(cid:3)(cid:90)(cid:72)(cid:3)(cid:70)(cid:82)(cid:81)(cid:86)(cid:76)(cid:71)(cid:72)(cid:85)(cid:72)(cid:71)(cid:3)(cid:80)(cid:68)(cid:92)(cid:3)(cid:75)(cid:68)(cid:89)(cid:72)(cid:3)(cid:68)(cid:3)(cid:71)(cid:76)(cid:85)(cid:72)(cid:70)(cid:87)(cid:3)(cid:80)(cid:68)(cid:87)(cid:72)(cid:85)(cid:76)(cid:68)(cid:79)(cid:3)(cid:72)(cid:73)(cid:73)(cid:72)(cid:70)(cid:87)(cid:3)(cid:82)(cid:81)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:111)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:86)(cid:87)(cid:68)(cid:87)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:86)(cid:3) or the operations of the company, including taxation legislation, data protection, anti-bribery, employment, environmental, health and safety legislation and anti-money laundering regulations. (cid:118)(cid:3)(cid:90)(cid:72)(cid:3)(cid:68)(cid:86)(cid:86)(cid:72)(cid:86)(cid:86)(cid:72)(cid:71)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:72)(cid:91)(cid:87)(cid:72)(cid:81)(cid:87)(cid:3)(cid:82)(cid:73)(cid:3)(cid:70)(cid:82)(cid:80)(cid:83)(cid:79)(cid:76)(cid:68)(cid:81)(cid:70)(cid:72)(cid:3)(cid:90)(cid:76)(cid:87)(cid:75)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:79)(cid:68)(cid:90)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:85)(cid:72)(cid:74)(cid:88)(cid:79)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:3)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:76)(cid:111)(cid:72)(cid:71)(cid:3)(cid:68)(cid:69)(cid:82)(cid:89)(cid:72)(cid:3)(cid:87)(cid:75)(cid:85)(cid:82)(cid:88)(cid:74)(cid:75)(cid:3)(cid:80)(cid:68)(cid:78)(cid:76)(cid:81)(cid:74)(cid:3)(cid:72)(cid:81)(cid:84)(cid:88)(cid:76)(cid:85)(cid:76)(cid:72)(cid:86)(cid:3)(cid:82)(cid:73)(cid:3)(cid:80)(cid:68)(cid:81)(cid:68)(cid:74)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:3) and inspecting legal correspondence.(cid:118)(cid:3)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:76)(cid:111)(cid:72)(cid:71)(cid:3)(cid:79)(cid:68)(cid:90)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:85)(cid:72)(cid:74)(cid:88)(cid:79)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:3)(cid:90)(cid:72)(cid:85)(cid:72)(cid:3)(cid:70)(cid:82)(cid:80)(cid:80)(cid:88)(cid:81)(cid:76)(cid:70)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3)(cid:90)(cid:76)(cid:87)(cid:75)(cid:76)(cid:81)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:68)(cid:88)(cid:71)(cid:76)(cid:87)(cid:3)(cid:87)(cid:72)(cid:68)(cid:80)(cid:3)(cid:85)(cid:72)(cid:74)(cid:88)(cid:79)(cid:68)(cid:85)(cid:79)(cid:92)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:87)(cid:72)(cid:68)(cid:80)(cid:3)(cid:85)(cid:72)(cid:80)(cid:68)(cid:76)(cid:81)(cid:72)(cid:71)(cid:3)(cid:68)(cid:79)(cid:72)(cid:85)(cid:87)(cid:3)(cid:87)(cid:82)(cid:3)(cid:76)(cid:81)(cid:86)(cid:87)(cid:68)(cid:81)(cid:70)(cid:72)(cid:86)(cid:3) of non-compliance throughout the audit; and(cid:118)(cid:3)(cid:90)(cid:72)(cid:3)(cid:68)(cid:86)(cid:86)(cid:72)(cid:86)(cid:86)(cid:72)(cid:71)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:86)(cid:88)(cid:86)(cid:70)(cid:72)(cid:83)(cid:87)(cid:76)(cid:69)(cid:76)(cid:79)(cid:76)(cid:87)(cid:92)(cid:3)(cid:82)(cid:73)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:74)(cid:85)(cid:82)(cid:88)(cid:83)(cid:10)(cid:86)(cid:3)(cid:111)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:86)(cid:87)(cid:68)(cid:87)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:86)(cid:3)(cid:87)(cid:82)(cid:3)(cid:80)(cid:68)(cid:87)(cid:72)(cid:85)(cid:76)(cid:68)(cid:79)(cid:3)(cid:80)(cid:76)(cid:86)(cid:86)(cid:87)(cid:68)(cid:87)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:15)(cid:3)(cid:76)(cid:81)(cid:70)(cid:79)(cid:88)(cid:71)(cid:76)(cid:81)(cid:74)(cid:3)(cid:82)(cid:69)(cid:87)(cid:68)(cid:76)(cid:81)(cid:76)(cid:81)(cid:74)(cid:3)(cid:68)(cid:81)(cid:3) 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:(cid:118)(cid:3)(cid:83)(cid:72)(cid:85)(cid:73)(cid:82)(cid:85)(cid:80)(cid:72)(cid:71)(cid:3)(cid:68)(cid:81)(cid:68)(cid:79)(cid:92)(cid:87)(cid:76)(cid:70)(cid:68)(cid:79)(cid:3)(cid:83)(cid:85)(cid:82)(cid:70)(cid:72)(cid:71)(cid:88)(cid:85)(cid:72)(cid:86)(cid:3)(cid:87)(cid:82)(cid:3)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:76)(cid:73)(cid:92)(cid:3)(cid:68)(cid:81)(cid:92)(cid:3)(cid:88)(cid:81)(cid:88)(cid:86)(cid:88)(cid:68)(cid:79)(cid:3)(cid:82)(cid:85)(cid:3)(cid:88)(cid:81)(cid:72)(cid:91)(cid:83)(cid:72)(cid:70)(cid:87)(cid:72)(cid:71)(cid:3)(cid:85)(cid:72)(cid:79)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:75)(cid:76)(cid:83)(cid:86)(cid:30)(cid:118)(cid:3)(cid:87)(cid:72)(cid:86)(cid:87)(cid:72)(cid:71)(cid:3)(cid:77)(cid:82)(cid:88)(cid:85)(cid:81)(cid:68)(cid:79)(cid:3)(cid:72)(cid:81)(cid:87)(cid:85)(cid:76)(cid:72)(cid:86)(cid:3)(cid:87)(cid:82)(cid:3)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:76)(cid:73)(cid:92)(cid:3)(cid:88)(cid:81)(cid:88)(cid:86)(cid:88)(cid:68)(cid:79)(cid:3)(cid:87)(cid:85)(cid:68)(cid:81)(cid:86)(cid:68)(cid:70)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:30)(cid:118)(cid:3)(cid:68)(cid:86)(cid:86)(cid:72)(cid:86)(cid:86)(cid:72)(cid:71)(cid:3)(cid:90)(cid:75)(cid:72)(cid:87)(cid:75)(cid:72)(cid:85)(cid:3)(cid:77)(cid:88)(cid:71)(cid:74)(cid:72)(cid:80)(cid:72)(cid:81)(cid:87)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:68)(cid:86)(cid:86)(cid:88)(cid:80)(cid:83)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:3)(cid:80)(cid:68)(cid:71)(cid:72)(cid:3)(cid:76)(cid:81)(cid:3)(cid:71)(cid:72)(cid:87)(cid:72)(cid:85)(cid:80)(cid:76)(cid:81)(cid:76)(cid:81)(cid:74)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:68)(cid:70)(cid:70)(cid:82)(cid:88)(cid:81)(cid:87)(cid:76)(cid:81)(cid:74)(cid:3)(cid:72)(cid:86)(cid:87)(cid:76)(cid:80)(cid:68)(cid:87)(cid:72)(cid:86)(cid:3)(cid:86)(cid:72)(cid:87)(cid:3)(cid:82)(cid:88)(cid:87)(cid:3)(cid:76)(cid:81)(cid:3)(cid:81)(cid:82)(cid:87)(cid:72)(cid:3)(cid:21)(cid:3)(cid:82)(cid:73)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3) Group ﬁnancial statements were indicative of potential bias;(cid:118)(cid:3)(cid:76)(cid:81)(cid:89)(cid:72)(cid:86)(cid:87)(cid:76)(cid:74)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:85)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:68)(cid:79)(cid:72)(cid:3)(cid:69)(cid:72)(cid:75)(cid:76)(cid:81)(cid:71)(cid:3)(cid:86)(cid:76)(cid:74)(cid:81)(cid:76)(cid:111)(cid:70)(cid:68)(cid:81)(cid:87)(cid:3)(cid:82)(cid:85)(cid:3)(cid:88)(cid:81)(cid:88)(cid:86)(cid:88)(cid:68)(cid:79)(cid:3)(cid:87)(cid:85)(cid:68)(cid:81)(cid:86)(cid:68)(cid:70)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:30)(cid:3)(cid:68)(cid:81)(cid:71)(cid:118)(cid:3)(cid:76)(cid:81)(cid:3)(cid:85)(cid:72)(cid:86)(cid:83)(cid:82)(cid:81)(cid:86)(cid:72)(cid:3)(cid:87)(cid:82)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:85)(cid:76)(cid:86)(cid:78)(cid:3)(cid:82)(cid:73)(cid:3)(cid:76)(cid:85)(cid:85)(cid:72)(cid:74)(cid:88)(cid:79)(cid:68)(cid:85)(cid:76)(cid:87)(cid:76)(cid:72)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:81)(cid:82)(cid:81)(cid:16)(cid:70)(cid:82)(cid:80)(cid:83)(cid:79)(cid:76)(cid:68)(cid:81)(cid:70)(cid:72)(cid:3)(cid:90)(cid:76)(cid:87)(cid:75)(cid:3)(cid:79)(cid:68)(cid:90)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:85)(cid:72)(cid:74)(cid:88)(cid:79)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:15)(cid:3)(cid:90)(cid:72)(cid:3)(cid:71)(cid:72)(cid:86)(cid:76)(cid:74)(cid:81)(cid:72)(cid:71)(cid:3)(cid:83)(cid:85)(cid:82)(cid:70)(cid:72)(cid:71)(cid:88)(cid:85)(cid:72)(cid:86)(cid:3)(cid:90)(cid:75)(cid:76)(cid:70)(cid:75)(cid:3) included, but were not limited to: o agreeing ﬁnancial statement disclosures to underlying supporting documentation; o reading the minutes of meetings of those charged with governance; o enquiring of management as to actual and potential litigation and claims; and o reviewing correspondence with local tax authority and the group’s legal advisors.There are inherent limitations in our audit procedures described above. The more removed laws and regulations are from ﬁnancial transactions, the less likely it is that we would become aware of noncompliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.A further description of our responsibilities for the audit of the ﬁnancial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.I 22 IUSE OF THIS REPORTThis 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 RamaiyaFor and on behalf of Jeffreys Henry LLP, Statutory AuditorFinsgate5-7 Cranwood StreetLondonEC1V 9EEUnited KingdomDate: 28 June 2022REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF MOBILITYONE LIMITED (CONTINUED)I 23 ICONSOLIDATED INCOME STATEMENTFor the year ended 31 December 2021RevenueCost of salesGROSS PROFITOther operating incomeAdministration expensesOther operating expensesNet loss on ﬁnancial instrumentsShare of associate resultOPERATING PROFITFinance costsPROFIT BEFORE TAXTaxPROFIT FROM CONTINUING OPERATIONSPROFITAttributable to:Owners of the parentNon-controlling interestsPROFIT PER SHARE Basic earnings per share (pence) Diluted earnings per share (pence) PROFIT PER SHARE FROM CONTINUING OPERATIONSBasic earnings per share (pence)Diluted earnings per share (pence)2020£ 246,673,038 (233,710,850) 12,962,188 109,110 (10,292,726) (314,495)- - 2,464,077 (206,541) 2,257,536 (651,909) 1,605,6271,605,6271,607,100 (1,473)1,605,627 1.512 1.397 1.512 1.397 2021£255,707,270 (242,050,541)13,656,729 155,832 (11,256,000)(411,740)(13,366)-2,131,455 (115,620)2,015,835 (507,582)1,508,253 1,508,2531,524,429 (16,176) 1,508,253 1.434 1.3411.434 1.341 Note51667810101010The notes form part of these ﬁnancial statementsI 24 ICONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMEFor the year ended 31 December 2021PROFIT FOR THE YEAROTHER COMPREHENSIVE PROFITForeign currency translation TOTAL COMPREHENSIVE PROFITTotal comprehensive proﬁt attributable to: Owners of the parentNon-controlling interests2020£1,605,627 (80,617) 1,525,010 1,526,223 (1,213) 1,525,010 2021£1,508,253 (44,254) 1,463,999 1,458,754 5,2451,463,999 The notes form part of these ﬁnancial statementsI 25 IThe notes form part of these ﬁnancial statementsAs at 1 January 2021Comprehensive proﬁtProﬁt for the yearForeign currency translationTotal comprehensive proﬁt for the yearAt 31 December 2021Share Premium£909,472 - - - 909,472 Total£3,392,223 1,524,429 (65,675)1,458,7544,850,977 TotalEquity£3,379,749 1,508,253 (44,254)1,463,9994,843,748 Foreign Currency Translation Reserve£758,382 -(65,675)(65,675)692,707 Share Capital£2,657,470 - - - 2,657,470 Accum. Losses£ (1,642,052) 1,524,429 -1,524,429(117,623)Non-Controlling Interests£ (12,474) (16,176)21,421 5,245(7,229)ReverseAcquisitionReserve£708,951 - - - 708,951 Non-DistributableDistributableCONSOLIDATED STATEMENT OF CHANGES IN EQUITYFor the year ended 31 December 2021I 26 IThe notes form part of these ﬁnancial statementsAt 1 January 2020Comprehensive proﬁtProﬁt for the yearForeign currency translationTotal comprehensive proﬁt for the yearAt 31 December 2020Share Premium£909,472---909,472Total£1,866,0001,607,100(80,877)1,526,2233,392,223TotalEquity£(1,854,739) 1,605,627(80,617) 1,525,010 3,379,749Foreign Currency Translation Reserve£839,259-(80,877)(80,877)758,382Share Capital£2,657,470---2,657,470Accum. Losses£(3,249,152)1,607,100-1,607,100(1,642,052)Non-Controlling Interests£(11,261)(1,473)260(1,213)(12,474)ReverseAcquisitionReserve£708,951---708,951Non-DistributableDistributableShare 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.CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)For the year ended 31 December 2021I 27 IThe notes form part of these ﬁnancial statementsCOMPANY STATEMENT OF CHANGES IN EQUITYFor the year ended 31 December 2021As at 1 January 2021Loss for the yearAt 31 December 2021As at 1 January 2020Loss for the yearAt 31 December 2020Total£1,681,094 (147,272)1,533,822 1,827,557 (146,463) 1,681,094 SharePremium£909,472 -909,472 909,472 - 909,472 Accumulated Losses£ (1,885,848)(147,272)(2,033,120) (1,739,385) (146,463) (1,885,848)ShareCapital£2,657,470-2,657,470 2,657,470 - 2,657,470 Non-DistributableI 28 IThe notes form part of these ﬁnancial statementsCONSOLIDATED STATEMENT OF FINANCIAL POSITIONAs at 31 December 2021ASSETSNon-current assetsIntangible assetsProperty, plant and equipment Right-of-use assetsCurrent assetsInventoriesTrade and other receivablesAmount due from an associateTax recoverableCash and cash equivalentsTOTAL ASSETSSHAREHOLDERS’ EQUITYEquity attributable to owners of the parent:Called up share capitalShare premiumReverse acquisition reserveForeign currency translation reserveAccumulated lossesShareholders’ equityNon-controlling interestsTOTAL EQUITY2020£150,784 723,871 291,602 1,166,257 3,629,230 2,216,042 221,583 420 4,417,876 10,485,151 11,651,408 2,657,470 909,472 708,951 758,382 (1,642,052)3,392,223 (12,474) 3,379,749 2021£433,844950,664 155,660 1,540,168 3,118,571 3,177,698 -53,010 4,665,524 11,014,803 12,554,971 2,657,470 909,472 708,951 692,707 (117,623)4,850,977 (7,229)4,843,748 Note111214151717181920212223I 29 IThe notes form part of these ﬁnancial statementsCONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)As at 31 December 2021LIABILITIESNon-current liabilityLoans and borrowings – securedLease liabilitiesDeferred tax liabilitiesCurrent liabilitiesTrade and other payablesAmount due to DirectorsLoans and borrowings – securedLease liabilitiesTax payablesTotal liabilitiesTOTAL EQUITY AND LIABILITIES2020£ 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 11,651,408 2021£217,881 83,501 42,570 343,952 5,203,551124,426 1,958,841 71,9888,465 7,367,271 7,711,223 12,554,971 Note2414 25262414The ﬁnancial statements were approved and authorised by the Board of Directors on 28 June 2022 and were signed on its behalf by: ...........................................................................Dato’ Hussian @ Rizal bin A. RahmanChief Executive OfﬁcerI 30 IThe notes form part of these ﬁnancial statements2020£1,976,339 - 1,976,339 18 -11,139 11,157 1,987,496 2,657,470 909,472 (1,885,848) 1,681,094 2,900 195,087 108,415 306,402 1,987,496 COMPANY STATEMENT OF FINANCIAL POSITIONAs at 31 December 2021ASSETSNon-current assetInvestment in subsidiary companiesInvestment in associate companyCurrent assetsTrade and other receivablesAmount owing from subsidiary companiesCash and cash equivalentsTOTAL ASSETSSHAREHOLDERS’ EQUITYEquity attributable to owners of the parent:Called up share capitalShare premiumAccumulated lossesTOTAL EQUITYCurrent liabilitiesTrade and other payablesAmount due to subsidiary companiesAmount due to DirectorsTOTAL LIABILITIESTOTAL EQUITY AND LIABILITIES2021£1,976,339 -1,976,339 18 36,63811,248 47,904 2,024,243 2,657,470 909,472 (2,033,120)1,533,822 901 367,605 121,915 490,421 2,024,243 Note1316 1718 192023 25 26The ﬁnancial statements were approved and authorised by the Board of Directors on 28 June 2022 and were signed on its behalf by: ...........................................................................Dato’ Hussian @ Rizal bin A. RahmanChief Executive OfﬁcerI 31 IThe notes form part of these ﬁnancial statementsCONSOLIDATED STATEMENT OF CASH FLOWSFor the year ended 31 December 2021Cash ﬂow from operating activitiesCash ﬂow from operationsInterest paidInterest receivedTax paidTax refundNet cash generated from operating activitiesCash ﬂow from investing activitiesPurchase of property, plant and equipmentAddition in right-of-use assetsNet cash outﬂow for acquisition of subsidiary companyRepayment from associate companyAddition in non-controlling interestsNet cash used in investing activitiesCash ﬂows from ﬁnancing activitiesNet change of banker acceptanceRepayment of lease liabilitiesRepayment of term loanNet cash used in ﬁnancing activitiesIncrease in cash and cash equivalentsEffect of foreign exchange rate changesCash and cash equivalents at beginning of yearCash and cash equivalents at end of year2020£1,223,062 (206,541)67,868 (439,476)- 644,913 (149,791)- - -- (149,791) (193,723) (234,084) (8,765) (436,572) 58,550 (63,737) 4,423,063 4,417,876 2021£2,409,305 (115,620) 12,867 (723,469)-1,583,083(34,866)(5,690)(376,517)221,58321,310(174,180)(1,202,597)(122,576)(8,734)(1,333,907)74,996 172,652 4,417,876 4,665,524 Note27 1213 24 14 18I 32 IThe notes form part of these ﬁnancial statementsCOMPANY STATEMENT OF CASH FLOWSFor the year ended 31 December 2021Cash ﬂow from operating activitiesCash depleted in operationsCash ﬂow from investing activitiesAcquisition of subsidiary companiesAdvances to a subsidiary companyProceed from disposal of subsidiary companyNet cash from investing activitiesCash ﬂow from ﬁnancing activityAdvances from a subsidiary company, representing net cash from ﬁnancing activityIncrease in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year2020£(146,483) (1)-18 17 153,6077,141 3,998 11,139 2021£(135,772)-(36,637)-(36,637)172,518109 11,139 11,248 Note2718I 33 I1. GENERAL INFORMATIONThe 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 2021 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 POLICIESBasis 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 ConcernThe 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. NOTES TO THE FINANCIAL STATEMENTSFor the year ended 31 December 2019I 34 INOTES TO THE FINANCIAL STATEMENTSFor the year ended 31 December 20192. 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 judgementsThe 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 equipmentThe 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 2021 are disclosed in Note 12 to the ﬁnancial statements.(ii) Amortisation of intangible assetsSoftware 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 2021 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 35 INOTES TO THE FINANCIAL STATEMENTS (CONTINUED)For the year ended 31 December 20192. ACCOUNTING POLICIES (Continued)Estimation uncertainty and critical judgements (continued)(iii) Impairment of goodwill on consolidationThe 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 2021 is disclosed in the Note 11 to the ﬁnancial statements.(iv) Going concernThe 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 valuationInventories 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 taxesJudgement 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 2021, the Group has tax recoverable of £53,010 (2020: £420).I 36 INOTES TO THE FINANCIAL STATEMENTS (CONTINUED)For the year ended 31 December 20212. ACCOUNTING POLICIES (Continued) IFRS AND IAS UPDATE FOR 31 DECEMBER 2021 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 Covid-19-Related Rent Concessions Amendments to IFRS 9, Interest Rate Benchmark Reform - Phase 2 IAS 39, IFRS 7, IFRS 4, and IFRS 16 Amendments to IFRS 3 Reference to the Conceptual Framework Amendments to IAS 16 Property, Plant and Equipment – Proceeds before Intended Use Amendments to IAS 37 Onerous Contracts – Cost of Fulﬁlling a Contract Amendments to IFRSs Annual Improvements to IFRS Standards 2018 – 2020 IFRS 17 Insurance Contracts Amendments to IFRS 17 Insurance Contracts Amendments to IAS 1 Classiﬁcation of Liabilities as Current or Non-current Amendments to IAS 1 Disclosure of Accounting Policies Amendments to IAS 8 Deﬁnition of Accounting Estimates Amendments to IFRS 10 Sale or Contribution of Assets between an Investor and its and IAS 28 Associate or Joint Venture 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. Effective dates for ﬁnancial periods beginning on or after1 June 20201 January 20211 January 20221 January 20221 January 20221 January 20221 January 20231 January 20231 January 20231 January 20231 January 2023Deferred until further noticeI 37 INOTES TO THE FINANCIAL STATEMENTS (CONTINUED)For the year ended 31 December 20212. ACCOUNTING POLICIES (Continued) Basis of consolidation (Continued) (i) Subsidiary companies 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 38 INOTES TO THE FINANCIAL STATEMENTS (CONTINUED)For the year ended 31 December 20212. 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 2021 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 39 INOTES TO THE FINANCIAL STATEMENTS (CONTINUED)For the year ended 31 December 20212. 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: Year ended 31 December 2021 Year ended 31 December 2020 Taxation 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.Exchange rate (RM: £)Average for year5.705.39At Statement of Financial Position date5.635.49I 40 INOTES TO THE FINANCIAL STATEMENTS (CONTINUED)For the year ended 31 December 20212. 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 41 INOTES TO THE FINANCIAL STATEMENTS (CONTINUED)For the year ended 31 December 20212. 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 42 INOTES TO THE FINANCIAL STATEMENTS (CONTINUED)For the year ended 31 December 20212. 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 50 years Motor vehicles 5 years Leasehold improvement 10 years Electronic Data Capture equipment 10 years Computer equipment 3 to 5 years Computer software 10 years Furniture and ﬁttings 10 years Ofﬁce equipment 10 years Renovation 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 43 INOTES TO THE FINANCIAL STATEMENTS (CONTINUED)For the year ended 31 December 20212. 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 44 INOTES TO THE FINANCIAL STATEMENTS (CONTINUED)For the year ended 31 December 20212. 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 45 INOTES TO THE FINANCIAL STATEMENTS (CONTINUED)For the year ended 31 December 20213. FINANCIAL INSTRUMENTS (Continued)(b) Interest rate risk (Continued) The following tables set out the carrying amounts, the effective interest rates as at the Statement of Financial Position date and the remaining maturities of the Group’s ﬁnancial instruments that are exposed to interest rate risk:At 31 December 2021Fixed rate:Fixed depositsLeases liabilitiesFloating rate:Bankers’ acceptanceTerm loanAt 31 December 2020Fixed rate:Fixed depositsLeases liabilitiesFloating rate:Bankers’ acceptanceTerm loanTotal£1,508,388(168,474) (1,951,020) (225,702) 2,572,421 (157,792) (2,959,894) (240,434)2-5 years£-(41,344)-(18,513) - (5,040) - (18,081)Within1 year£1,508,388(89,613)(1,951,020) (7,821) 2,572,421 (98,270) (2,959,894)(7,588)More than5 years£-(4,632)-(190,973) - - - (206,596)1-2 years£-(32,885)-(8,395) - (54,482) - (8,169) EffectiveInterest Rate % 1.40-1.75 2.42-4.002.46-4.97 3.99 1.40-2.60 2.42-4.00 4.90-6.30 4.04 Note1814242418142424I 46 I3. FINANCIAL INSTRUMENTS (Continued)(b) Interest rate risk (continued)Sensitivity analysis for interest rate riskThe 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 24) Interest rate risk sensitivity analysis (i) Fair value sensitivity analysis for ﬁxed rate instruments 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. 2021 Floating rate instruments 2020 Floating rate instruments100 bpDecrease£21,767 32,003 100 bpIncrease£(21,767) (32,003)GroupProﬁt or LossNOTES TO THE FINANCIAL STATEMENTS (CONTINUED)For the year ended 31 December 2021Group2020£3,200,3282021£2,176,722I 47 I3. 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: 2021 Group Deposits, cash and bank balances Trade and other receivables Amount due from an associate Trade and other payables Lease liabilities Loans and borrowings Net currency exposure 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 Net currency exposureNOTES TO THE FINANCIAL STATEMENTS (CONTINUED)For the year ended 31 December 2021Denominated inRM£4,654,2763,177,680-(5,202,398)(155,489)(2,176,722)297,3474,406,7372,214,031221,583(4,613,054)(149,709)(3,200,328)1,120,740I 48 I3. FINANCIAL INSTRUMENTS (Continued)(d) Foreign currency exchange risk (continued)Sensitivity analysis for foreign currency exchange riskThe following table demonstrates the sensitivity of the Group’s proﬁt before tax to a reasonably possible change in RMexchange rates against £, with other variables held constant. Group Change in currency rate RM Strengthen 10% Weakened 10%NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)For the year ended 31 December 2021Effect on proﬁt before tax2020£(112,074)112,0742021£(29,735)29,735I 49 I3. FINANCIAL INSTRUMENTS (Continued)(e) Liquidity and cash ﬂow risksThe 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:2021GroupFinancial liabilitiesTrade and other payablesAmount due to DirectorsLease liabilitiesLoans and borrowingsTotal undiscounted ﬁnancial liabilities2020GroupFinancial liabilitiesTrade and other payablesAmount due to DirectorsLease liabilitiesLoans and borrowingsTotal undiscounted ﬁnancial liabilitiesTotal£5,203,551124,426168,4742,176,7227,673,173 4,615,954 110,991 157,792 3,303,767 8,188,504 On demandover ﬁve year£--4,632-4,632 - - - 252,580 252,580 On demandone to ﬁve year£--74,229217,881292,110 - - 59,522 73,035 132,557 On demand or within one year£5,203,551124,42689,6131,958,8417,376,431 4,615,954 110,991 98,270 2,978,152 7,803,367 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)For the year ended 31 December 2021I 50 I3. 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)2021CompanyFinancial liabilitiesTrade and other payables Amount due to DirectorsAmount due to subsidiary companyTotal undiscounted ﬁnancial liabilities2020CompanyFinancial liabilitiesTrade and other payables Amount owing to DirectorsAmount due to subsidiary companyTotal undiscounted ﬁnancial liabilities(f) Fair ValuesThe 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 riskThe 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.NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)For the year ended 31 December 2021Total£901121,915367,605490,421 2,900 108,415 195,087 306,402 On demandover ﬁve year£ - - - - - - - - On demandone to ﬁve year£- - - - - - - - On demand or within one year£901121,915367,605490,421 2,900 108,415 195,087 306,402 I 51 I4. EMPLOYEES AND DIRECTORSEMPLOYEESWages, salaries and bonusesSocial security contributionContribution to deﬁned contribution planOther staff related expensesContinuing operationsDIRECTORSFeesWages, salaries and bonusesSocial security contributionContribution to deﬁned contribution planContinuing operationsGroup2020£1,523,814 13,533 136,695 10,342 1,684,384 98,047 175,642 342 21,077 295,108 2021£1,623,69014,220151,50412,7921,802,20685,939231,69838626,450344,473NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)For the year ended 31 December 2021I 52 I4. 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 110 (2020: 120) and Nil (2020: Nil) respectively. The details of remuneration received and receivables by the Directors of the Group during the ﬁnancial year are as follows: Group 2021 Company’s Directors: Dato’ Hussian @ Rizal bin A. Rahman Derrick Chia Kah Wai Seah Boon Chin Azlinda Ezrina Binti Arifﬁn Subsidiary companies’ Directors: Tengku Muhaini Binti Sultan Hj. Ahmad Shah Abu Bakar bin Mohd Taib Haji Zaim Dato Paduka Bin Haji Sabtu Lee Hock Leong 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 ShahNOTES TO THE FINANCIAL STATEMENTS (CONTINUED)For the year ended 31 December 2021Total£123,396103,38743,800-11,50020,3496,3153,24632,480344,473128,422104,63943,8006,6786,6783,3911,500295,108Social security contribution£162162-----62386171171-----342Salariesandallowances£77,888 113,594-2,500---28,945222,92782,36793,275-----175,642Deﬁned contribution plan£9,34613,631-----3,47326,4509,88411,193-----21,077Bonuses£----8,771---8,771--------Fees£36,000(24,000)43,8009,00011,5786,3153,246-85,93936,000-43,8006,6786,6783,3911,50098,047 * Re-assignment of Derrick Chia Kah Wai’s fees payable by the Company to salaries payable by MobilityOne Sdn Bhd.I 53 I5. 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 2021 was generated in Malaysia.NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)For the year ended 31 December 2021I 54 I5. OPERATING SEGMENTS (Continued) Group 2021 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 * 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. NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)For the year ended 31 December 2021Total£255,707,270 -255,707,270 2,015,835 (507,582)1,508,253 64,864104,16936,339243,980182449,534Telecommunication services and electronic commerce solutions£252,841,803-252,841,8032,015,835 (507,582)1,508,253 64,864104,16936,339243,980182449,534Elimination£- (382,781)(382,781)--- Hardwareand services£2,865,467 382,781 3,248,248---I 55 I5. 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 * 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.NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)For the year ended 31 December 2021Total£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 Telecommunication services and electronic commerce solutions£243,642,783 - 243,642,783 2,257,536 (651,909) 1,605,627 68,595 127,958 16,888 149,028 2,025 364,494 Elimination£- (311,788) (311,788) - - - - - - - - - Hardware£3,030,255 311,788 3,342,043 - - - - - - - - - I 56 INOTES TO THE FINANCIAL STATEMENTS (CONTINUED)For the year ended 31 December 20216. 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 operation7. PROFIT BEFORE TAX Proﬁt before tax is stated after charging/(crediting):Auditors’ remuneration - Statutory audit - Current year - Under provided in prior yearAmortisation of intangible assets Amortisation of right-of-use assetsBad debt written offDepreciation of property, plant and equipmentDirectors’ remunerationsGain on disposal of property, plant and equipmentGain on disposal of subsidiary companyImpairment loss on associateImpairment loss on goodwillInventories written offInterest incomeLoss on foreign exchange - realised - unrealised Operating lease payment of premises and equipmentOther incomeProperty, plant and equipment written offWaiver of debts Group2020£163,715 - 8,257 3,630 - 19,052 11,887 206,541 - 206,541 2021£ 86,111 -7,734 4,253 -8,564 8,958 115,620 -115,620 2020£17,774 15,070 68,595 127,958 16,888 149,028 295,108 - - - - 2,025 (86,172)638 - 34,206 (9,939) - - 2021£ 34,484 70 64,864 104,169 36,339 243,980 344,473(3,508)--99,939 182 (12,867)1,388 71,356 28,879--(99,025) Note1114 12412 16 11 12 GroupI 57 I8. TAXCurrent tax expense:Jersey corporation tax for the yearForeign taxUnder/(over) provision in prior year Deferred tax expense:Relating to origination and reversal of temporary difference(Over) provision of taxation in prior yearA 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% (2020: 24%)Effect of different tax rates in other countriesEffect of expenses not deductible for taxIncome not taxable for tax purposeDeferred tax assets not recognisedUtilisation of previously unrecognised tax loss and CA(Over) provision of deferred tax in prior yearUnder/(over) provision of tax expense in prior year Tax expense for the year2020£2,257,536 541,806 (1,621)96,933(481)(4,281) -(2,149)21,702 651,909 2021£2,015,835 483,653 (1,377) 137,503 (842) (3,775) (17,143) (6,001) (84,436) 507,582 GroupGroup2020£ - 632,102 21,702 653,804 254 (2,149)(1,895)651,909 2021£ - 605,596 (84,436) 521,160 (7,577) (6,001) (13,578) 507,582NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)For the year ended 31 December 2021I 58 I8. TAX (Continued)As at 31 December 2021, the unrecognised deferred tax assets of the Group are as follows:Unabsorbed tax lossesUnabsorbed capital allowancesThe potential net deferred tax assets amounting to Nil (2020: Nil) 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 COMPANYThe proﬁt or loss of the Company is not presented as part of these ﬁnancial statements. The Company’s loss for the ﬁnancial year was £147,272 (2020: £146,463). 2020£94,745 3,994 98,739 2021£ 1,027,024 241,514 1,268,538GroupNOTES TO THE FINANCIAL STATEMENTS (CONTINUED)For the year ended 31 December 2021I 59 I10. PROFIT PER SHAREProﬁt attributable to owners of the Parent forthe computation of basic earnings per shareProﬁt from continuing operations Issued ordinary shares at 1 JanuaryEffect of ordinary shares issued during the period Weighted average number of shares at 31 December Fully diluted weighted average number of shares at 31 DecemberProﬁt Per ShareBasic earnings per share (pence)Diluted earnings per share (pence)Proﬁt Per Share from continuing operationsBasic earnings per share (pence)Diluted earnings per share (pence)The basic earnings per share is calculated by dividing the proﬁt of £1,524,429 (2020: proﬁt of £1,607,100) attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year, which is 106,298,780 (2020: 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. 2020£1,607,100 106,298,780 - 106,298,780 114,866,610 1.512 1.397 1.5121.3972021£1,524,429106,298,780-106,298,780 113,656,9031.4341.3411.4341.341GroupNOTES TO THE FINANCIAL STATEMENTS (CONTINUED)For the year ended 31 December 2021I 60 I11. INTANGIBLE ASSETS GROUP31 December 2021 At cost At 1 January 2021 Addition Foreign exchange differences At 31 December 2021 Accumulated amortisation and impairment loss At 1 January 2021 Amortisation charge for the year Impairment loss recognise Foreign exchange differences At 31 December 2021 Net Carrying Amount At 31 December 2021 31 December 2020 At Cost At 1 January 2020 Foreign exchange differences 31 December 2020 Accumulated amortisation and impairment loss At 1 January 2020 Amortisation charge for the year Impairment loss recognise Foreign exchange differences At 31 December 2020 Net Carrying Amount At 31 December 2020Total£3,295,011453,662(121,650)3,627,0233,144,22764,86499,939(115,851)3,193,179433,8443,343,447(48,436)3,295,0113,120,71668,595-(45,084)3,144,227150,784Development Costs£994,856-(64,258)930,598 994,856--(64,258)930,598 -994,856-994,856994,856---994,856-Goodwill on consolidation£1,267,661453,662(31,630)1,689,693 1,251,570-99,939(29,994)1,321,515 368,178 1,277,917(26,686)1,267,6611,277,917--(26,347)(1,251,570)16,091Software£ 1,032,494-(25,762)1,006,732 897,80164,864 -(21,599)941,066 65,666 1,054,244(21,750)1,032,494847,94368,595-(18,737)897,801134,693NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)For the year ended 31 December 2021I 61 I11. 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 which growth at 10% 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% (2020: 8%) 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 99,939 (2020: Nil) in respect of the goodwill on consolidation. A signiﬁcant proportion of goodwill on consolidation relates to the acquisition of OneTransfer Remittance Sdn Bhd which is a CGU and has a carrying amount of £368,178 (2020: £Nil). Its recoverable amount has been determined based on a net total assets calculation using discounting future cash ﬂow to be generated by the CGU 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. NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)For the year ended 31 December 2021I 62 I12. PROPERTY, PLANT AND EQUIPMENTGroup31 December 2021At CostAt 1 January 2021AdditionsWritten offTransfer from ROUDisposalsTransfer from inventoriesAcquisition of subsidiaryForeign exchange differencesAt 31 December 2021At 1 January 2021Depreciation charge for the yearDisposalsTransfer from ROUAcquisition of subsidiaryForeign exchange differencesAt 31 December 2021NET CARRYING AMOUNTAt 31 December 2021Total£ 2,050,99734,866-400,750(18,545)11,153493,398(44,603)2,928,0161,327,126243,980 (18,545)198,893 255,989(30,091)1,977,352 950,664 Ofﬁce equipment£ 68,756-----16,353(1,471)83,638 42,4194,844 --12,936(992)59,207 24,431 Computer software£120,39516,647 -----(2,798)134,244 48,07510,111 ---(1,074)57,112 77,132 Electronic Data Capture equipment£668,378--319,665 -10,878 -(16,677)982,244 471,426130,815 -122,538 -(10,146)714,633 267,611 Renovation£90,0406,315 ----93,231(1,017)188,569 63,062 15,733 --45,670(1,379)123,086 65,483 Furniture and ﬁttings£114,2562,851 ----9,222(2,702)123,627 84,7665,398 --6,283(2,048)94,399 29,228 Computer equipment£441,9749,053 ---275 361,962(6,442)806,822 356,22666,088 --178,313(8,071)592,556 214,266 MotorVehicles£219,144--81,085 (18,545)-12,630(5,311)289,003 219,1444,672 (18,545)76,355 12,787(5,411)289,002 1 Building£ 328,054------(8,185)319,869 42,0086,319 ---(970)47,357 272,512 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)For the year ended 31 December 2021I 63 INOTES TO THE FINANCIAL STATEMENTS (CONTINUED)For the year ended 31 December 202112. PROPERTY, PLANT AND EQUIPMENTGroup31 December 2020At CostAt 1 January 2020AdditionsWritten offTransfer from ROUOther movementForeign exchange differencesAt 31 December 2020ACCUMULATED DEPRECIATIONAt 1 January 2020Depreciation charge for the yearWritten offTransfer from ROUForeign exchange differencesAt 31 December 2020NET CARRYING AMOUNTAt 31 December 2020Total£ 1,922,019 149,791 (210)33,448 (11,932)(42,119)2,050,997 1,200,940 149,028 (210)4,796 (27,428)1,327,126 723,871 Ofﬁce equipment£ 70,092 112 - - - (1,448)68,756 39,122 4,180 - - (883)42,419 26,337 Computer software£103,669 19,213 - - - (2,487)120,395 40,423 8,643 - - (991)48,075 72,320 Electronic Data Capture equipment£567,769 92,260 - 33,448 (11,932) (13,167)668,378 395,077 81,148 - 4,796 (9,595)471,426 196,952 Renovation£80,777 11,131 - - - (1,868)90,040 59,652 4,726 - - (1,316)63,062 26,978 Furniture and ﬁttings£116,341 515 (210) - - (2,390)114,256 81,982 4,753 (210) - (1,759)84,766 29,490 Computer equipment£424,652 26,560 - - - (9,238)441,974 323,505 40,121 - - (7,400)356,226 85,748 MotorVehicles£ 223,758 - - - - (4,614)219,144 223,757 - - - (4,613)219,144 -Building£ 334,961 - - - - (6,907) 328,054 37,422 5,457 - - (871) 42,008 286,046 I 64 I12. PROPERTY, PLANT AND EQUIPMENT (Continued)(a) Cash payments of £34,866 (2020: £149,791) 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 24 to the ﬁnancial statement are: BuildingNOTES TO THE FINANCIAL STATEMENTS (CONTINUED)For the year ended 31 December 202113. INVESTMENT IN SUBSIDIARY COMPANIESAT COSTAt 1 JanuaryLess: Disposal of subsidiary companyAt 31 December2020£1,976,356 (17)1,976,339 2021£1,976,339-1,976,339Company2020£286,0462021£272,512 GroupI 65 IName of Subsidiary CompaniesMobilityOne Sdn. Bhd.*M1 AP Sdn. Bhd.*M-One Tech Ltd.Direct subsidiary companies of MobilityOne Sdn. Bhd.M1 Pay Sdn. Bhd.*MobilityOne Philippines, Inc*One Tranzact Sdn. Bhd.*MobilityOne (B) Sdn. Bhd.*OneShop Retail Sdn. Bhd.*M1 Merchant Sdn. Bhd.*Onetransfer Remittance Sdn. Bhd.*Country of incorporationMalaysiaMalaysiaUnited KingdomMalaysiaPhilippinesMalaysiaBruneiMalaysiaMalaysiaMalaysiaEffective Ownership of Ordinary SharesInterest ** 2021 2020 (%) (%) 100 100 100 - 100 - 100 100 95 95 100 100 99 99 100 100 60 60 100 50Principal ActivitiesProvision of e-Channel products and services, technology managed services and solution sales and consultancyInvestment holding companyInactiveProvision of solution sales and servicesProvision of IT systems and solutions and to establish a multi-channel electronic service bureauProvision of electronic payment and product fulﬁllmentFinancial servicesGeneral merchant retail sales in all type of goods, materials and commoditiesProvision of solutions and services in relation to electronic payments via terminals, mobile devices or any its related businessProvider for International remittance services * Audited by ﬁrm of auditors other than Jeffreys Henry LLP. ** All the above subsidiary undertakings are included in the consolidated ﬁnancial statements.NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)For the year ended 31 December 202113. INVESTMENT IN SUBSIDIARY COMPANIES (Continued) Details of the subsidiary companies are as follows:I 66 INOTES TO THE FINANCIAL STATEMENTS (CONTINUED)For the year ended 31 December 202113. INVESTMENT IN SUBSIDIARY COMPANIES (Continued) Acquisition of subsidiary company On 26 February 2021, MobilityOne Sdn Bhd (“M1 Malaysia”) entered into an agreement to acquire 4,505,000 shares, representing the remaining 50% equity interest in OneTransfer Remittance Sdn. Bhd. ("OTR") for a total cash consideration of RM3,000,000. This acquisition completed on 7 April 2021 following the requisite approval being received from Bank Negara Malaysia. Consequently, OTR ceased to be an associated company and become a wholly-owned subsidiary company of M1 Malaysia. The following summarise the major classes of consideration transferred, and the recognised amounts of assets acquired and liabilities assumed at the acquisition date: Fair value of consideration transferred Cash consideration Less: Fair value of equity interest in OTR held by the Group immediately before the acquisition Total consideration transferred Fair value of identiﬁable assets acquired and liabilities assumed Property, plant and equipment Right-of-use assets Other receivables Cash and bank balances Lease liabilities Other payables Total identiﬁable assets and liabilities Net cash outﬂow arising from acquisition of subsidiary company Purchase consideration settled in cash Less: cash and cash equivalents acquired Goodwill arising from business combination Fair value of consideration transferred Non-controlling interests, based on their proportionate interest in the recognised amounts of the assets and liabilities of the acquiree Fair value of existing interest in the acquiree Fair value of identiﬁable assets acquired and liabilities assumed Goodwill2021£ 532,774 - 532,774 243,508 158,166 157,908 156,258 (123,548) (513,180) 79,112 532,774 (156,257) 376,517 532,774 - - (79,112) 453,662 I 67 INOTES TO THE FINANCIAL STATEMENTS (CONTINUED)For the year ended 31 December 202113. INVESTMENT IN SUBSIDIARY COMPANIES (Continued) Additional interest in subsidiary companies On 27 September 2021, MobilityOne Malaysia further subscribed for additional 1,250,000 ordinary shares in OTR for RM1 each for a total consideration of RM1,250,000. OTR remained as a wholly-owned subsidiary company of MobilityOne Malaysia. During the ﬁnancial year, M1 Merchant Sdn. Bhd. (“M1 Merchant”) increased its share capital from RM10 to RM300,000 through the allotment of 299,990 ordinary shares of RM1 each. MobilityOne Malaysia subscribed for additional 179,994 ordinary shares in M1 Merchant. The shareholding of MobilityOne Malaysia in M1 Merchant remained as 60%. Joint venture cum shareholder agreement On 9 October 2021, M1 AP Sdn. Bhd. (“M1 AP”), a wholly-owned company of the Company, entered into a joint venture cum shareholders agreement (“JVA”) with One M Tech Pty Ltd (“One M”) to establish a new joint venture company in Australia (the “JVco”). The purpose of the JVco is to explore e-commerce and e-payment business opportunities in Australia. One M is a newly registered company in Australia and its sole shareholder is Mr. Timothy Joseph Langdon, who currently holds a management role in Southbank Capital Pty. Ltd., a boutique investment advisory ﬁrm in Australia. Pursuant to the JVA, M1 AP and One M will own 51 per cent. and 49 per cent of the equity interest in the JVco, respectively. The JVco will have a share capital of A$100,000 (c.£53,000) which will be fully contributed by One M. Any future funding requirements would be funded by either borrowings or advances from One M. Save for those mentioned above, M1 AP and One M are not subject to any other funding commitments, no exclusivity arrangements and no ﬁxed time period as part of the JVA. M1 AP and One M can terminate the JVA at any time by offering their shareholding in the JVco to the other respective party at a price to be agreed at termination. Furthermore, pursuant to the JVA, M1 AP will provide the payment gateway solution and the necessary technical support to the JVco while One M will source and provide the necessary online business platform and mobile application to market and operate the e-payment and e-commerce businesses in Australia. There have been no developments or progress made by One M since the signing of the JVA and the Group is still in discussions with One M about the business opportunities and the continuation of the JVA. The Group does not anticipate any material revenue or earnings contribution from the JVA to the Group in the next 12 months.I 68 I14. RIGHT-OF-USE ASSETS Group 2021 At Cost At 1 January 2021 Additions Transfer to property, plant and equipment Acquisition of subsidiary Expiration of lease contract Foreign exchange differences At 31 December 2021 Accumulated Amortisation At 1 January 2021 Charge for the ﬁnancial year Transfer to property, plant and equipment Expiration of lease contract Acquisition of subsidiary Foreign exchange differences At 31 December 2021 Carrying Amount At 31 December 2021NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)For the year ended 31 December 2021Total£ 607,319 20,253 (400,750) 333,768 (61,114) (10,989) 488,487 315,717 104,169 (198,893) (60,368) 177,534 (5,332)332,827 155,660 Leasehold improvement£ 10,091 - - - - (464) 9,627 7,777 978 - - - (373) 8,382 1,245 Ofﬁce Equipment£ - - - 12,178 -151 12,329 - 2,030 - - 1,624 45 3,699 8,630Building£ 128,595 - -95,894 (61,114)(2,024)161,351 96,446 43,725 - (60,368) 19,576 (2,370) 97,009 64,342 Motor vehicles£ 140,788 20,253 (81,085) 225,696 - (472) 305,180 102,213 41,648 (76,355) - 156,334 (103)223,737 81,443 Electronic Data Capture equipment£327,845 -(319,665) - - (8,180) -109,281 15,788 (122,538) - - (2,531) - -I 69 I14. RIGHT-OF-USE ASSETS (Continued) Group 2020 At Cost At 1 January 2020 Transfer to property, plant and equipment Foreign exchange differences At 31 December 2020 Accumulated Amortization 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 2020NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)For the year ended 31 December 2021Total£ 653,683(33,448)(12,916)607,319198,515127,958(4,796)(5,960)315,717291,602Leasehold improvement£ 9,712-37910,0916,4251,041-3117,7772,314Building£ 131,300-(2,705)128,59566,14631,453-(1,153)96,44632,149Motor vehicles£ 143,758-(2,970)140,78876,41228,680-(2,879)102,21338,575Electronic Data Capture equipment£368,913(33,448)(7,620)327,84549,53266,784(4,796)(2,239)109,281218,564I 70 I14. 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 Later than 5 years Less: Future ﬁnance charges Present value of lease liabilitiesNOTES TO THE FINANCIAL STATEMENTS (CONTINUED)For the year ended 31 December 2021Group2020Total£383,793 - 383,793 - (226,156)- (7,928)149,709 55,482 94,227 149,709 98,270 54,482 5,040 -157,792 (8,083) 149,709 Group2021Total£149,709 - 149,709 14,563 (122,576)116,092 (2,299)155,489 83,501 71,988 155,489 89,613 32,885 41,344 4,632168,474 (12,985)155,489 I 71 I15. INVENTORIESAt lower of cost and net realisable value:AirtimeElectronic date capture equipmentCardTrading goodsRecognised in proﬁt or loss:Cost of salesWritten off16. INVESTMENT IN ASSOCIATE COMPANY At cost: Unquoted shares in Malaysia Additional Disposal Share of post-acquisition reserveAccumulated impairment losses: Balance at beginning of the ﬁnancial year Impairment Reversal due to disposal Balance at end of the ﬁnancial year Balance at end of the ﬁnancial year Details of the associate company are as follows: On 7 April 2021, OTR ceased to be an associated company and become a wholly-owned subsidiary company of MobilityOne Sdn Bhd as disclosed in Note 13. 2020£ 3,610,373 11,439 7,202 216 3,629,230 233,124,064 2,025 2021£ 3,112,248 -6,192 131 3,118,571241,709,253 182 GroupNOTES TO THE FINANCIAL STATEMENTS (CONTINUED)For the year ended 31 December 20212020£435,800 - -- 435,800 (435,800)- - (435,800) - 2021£435,800 - (435,800)- - (435,800)- 435,800 -- GroupCountry of IncorporationMalaysiaEffective Interest 2021 2020 (%) (%) 100 50 Principal ActivitiesProvider for International remittanceservicesName of CompanyOnetransfer Remittance Sdn. Bhd. ("OTR")I 72 INOTES TO THE FINANCIAL STATEMENTS (CONTINUED)For the year ended 31 December 202117. TRADE AND OTHER RECEIVABLESTrade receivables- Third partiesLess: Accumulated impairment lossOther receivables- Deposits- Prepayments- Sundry receivables- Staff advancesTotal trade and other receivables The Group’s and the Company’s normal trade credit terms range from 30 to 60 days (2020: 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 2020£- -- - - 18 - 18 18 2020£1,944,750 -1,944,750 54,859 61,753 143,570 11,110 271,292 2,216,042 2021£ -----18-18182021£ 2,312,191(12,924)2,299,267261,886496,940115,2054,400878,4313,177,698CompanyGroup2020£ 924,456 294,582 725,712 1,020,294 1,944,750 2021£ 419,540 424,1071,468,544 1,892,657 2,312,191GroupI 73 I17. TRADE AND OTHER RECEIVABLES (Continued)(a) The Group’s and the Company’s normal trade credit terms range from 30 to 60 days (2020: 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. CASH AND CASH EQUIVALENTSCash in hand and at banksFixed deposits with licensed bankCash and cash equivalents(a) The above ﬁxed deposits have been pledged to licensed banks as securities for credit facilities granted to the Group as disclosed in Note 24 to the ﬁnancial statements.(b) The Group’s effective interest rates and maturities of deposits are range from 1.4% – 1.75% (2020: 1.4% - 2.6%) and from 1 month to 12 months (2020: 1 month to 12 months) respectively.NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)For the year ended 31 December 20212020£11,139 - 11,139 2021£11,248 -11,248Company2020£1,845,455 2,572,421 4,417,876 2021£3,157,136 1,508,388 4,665,524 GroupI 74 INOTES TO THE FINANCIAL STATEMENTS (CONTINUED)For the year ended 31 December 202119. CALLED UP SHARE CAPITAL Authorised in MobilityOne LimitedAt 1 January/31 DecemberIssued and fully paid in MobilityOne LimitedAt 1 January/31 December20. COMPANY EQUITY INSTRUMENTS2021At 1 January 2021Loss for the yearAt 31 December 2021 2020At 1 January 2020Loss for the yearAt 31 December 202022. 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.Total£1,681,094 (147,272)1,533,822 1,827,557 (146,463)1,681,094 Retained earnings£ (1,885,848)(147,272)(2,033,120) (1,739,385) (146,463) (1,885,848)Share premium£909,472 - 909,472 909,472 - 909,472 Share capital£2,657,470 - 2,657,470 2,657,470 - 2,657,470 2020£10,000,0002,657,4702021£10,000,0002,657,4702020£400,000,000106,298,7802021£400,000,000106,298,780Number of ordinary shares of £0.025 eachAmountI 75 INOTES TO THE FINANCIAL STATEMENTS (CONTINUED)For the year ended 31 December 202122. 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 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.23. RETAINED EARNINGS Retained earnings represents the cumulative earnings of the Group attributable to equity shareholders. At 1 January Proﬁt/(Loss) for the year At 31 December2020£839,259 (80,877) 758,382 2021£758,382(65,675)692,707 2020£ (1,739,385) (146,463) (1,885,848)2020£ (3,249,152) 1,607,100 (1,642,052)2021£(1,885,848)(147,272)(2,033,120)2021£ (1,642,052)1,524,429(117,623)CompanyGroupI 76 INOTES TO THE FINANCIAL STATEMENTS (CONTINUED)For the year ended 31 December 202124. FINANCIAL LIABILITIES – LOANS AND BORROWINGS Non-CurrentSecured:Term loanCurrentSecured:Bankers’ acceptanceTerm loanTotal BorrowingsSecured:Bankers’ acceptanceTerm loanThe bankers’ acceptance and bank overdraft secured by the following:(a) pledged of ﬁxed deposits of a subsidiary company (Note 18);(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’ acceptanceTerm loanGroup2020£ 232,846 232,846 2,959,894 7,588 2,967,482 2,959,894 240,434 3,200,328 2021£ 217,881 217,8811,951,020 7,821 1,958,841 1,951,020 225,702 2,176,722 Group2020%4.90-6.304.042021%2.46-4.973.99I 77 INOTES TO THE FINANCIAL STATEMENTS (CONTINUED)For the year ended 31 December 202124. 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 yearsOther information on ﬁnancial risks of borrowings are disclosed in Note 3.2020£2,967,482 8,169 18,081 206,596 3,200,328 2021£ 1,958,841 8,395 18,513 190,973 2,176,722 GroupI 78 INOTES TO THE FINANCIAL STATEMENTS (CONTINUED)For the year ended 31 December 202125. TRADE AND OTHER PAYABLESTrade payables- Third parties Other payables- Deposits- Accruals - Sundry payables- Services tax outputAmount due to subsidiary companies Total trade and other payablesAdd: Amount due to Directors (Note 28)Add: Loans and borrowings (Note 24)Total ﬁnancial liabilities carried at amortised costs(a) The Group’s normal trade credit terms range from 30 to 90 days (2020: 30 to 90 days).(b) Other payables are non-interest bearing. Other payables are normally settled on an average terms of 60 days (2020: 60 days).2020£- - - 2,900 195,087 197,987 197,987 108,415 - 306,402 2020£1,125,242 306,655 1,556,107 1,620,850 7,100 - 3,490,712 4,615,954 110,991 3,200,328 7,927,273 2021£---901-367,605368,506368,506121,915-490,4212021£1,195,283223,7281,319,4572,460,4914,592-4,008,2685,203,551124,4262,176,722 7,504,699CompanyGroupI 79 INOTES TO THE FINANCIAL STATEMENTS (CONTINUED)For the year ended 31 December 202126. AMOUNT DUE TO DIRECTORS CurrentDato’ Hussian @ Rizal bin A. RahmanDerrick Chia Kah WaiSeah Boon ChinAzlinda Ezrina binti ArifﬁnTotal amount due to DirectorsThese are unsecured, interest free and repayable on demand.2020£29,115 72,000 7,300 - 108,415 2020£31,691 72,000 7,300 - 110,991 2021£62,61548,0007,3004,000121,9152021£65,12648,0007,3004,000124,426CompanyGroupI 80 INOTES TO THE FINANCIAL STATEMENTS (CONTINUED)For the year ended 31 December 202127. RECONCILIATION OF PROFIT BEFORE TAX TO CASH GENERATED FROM OPERATIONSCash ﬂow from operating activitiesProﬁt before tax Adjustments for:Amortisation of intangible assetsAmortisation of right-of-use assetsBad debt written offDeposit written offDepreciation of property, plant and equipmentGain on disposal of subsidiary companyGain on disposal of property, plant and equipmentLoss on foreign exchange - unrealisedImpairment investment in associateImpairment loss on goodwillInterest expensesInventories written offInterest incomeProperty, plant and equipment written offShare of proﬁt in associatedWaiver of debtsOperating proﬁt before working capital changesDecrease/(Increase) in inventories(Increase)/Decrease in receivables(Increase)/Decrease in amount due to Directors & ShareholderAmount owing to/by related companyIncrease/(Decrease) in payablesCash generated from operations2020£ 2,257,536 68,595 127,958 16,888 -149,028 - - - - - 206,541 2,025 (86,172)- - - 2,742,399 (2,067,095)2,180,2593,164 (76,488)(1,559,177)1,223,062 2021£2,015,835 64,864 104,169 36,339 8,683243,980 - - - - 99,939 115,620 182 (12,867)--(99,025)2,577,719499,324(848,771) 13,435-167,5982,409,305 GroupI 81 INOTES TO THE FINANCIAL STATEMENTS (CONTINUED)For the year ended 31 December 202127. RECONCILIATION OF PROFIT BEFORE TAX TO CASH GENERATED FROM OPERATIONS (Continued)Cash ﬂow from operating activitiesLoss before tax Increase in trade and other receivable Decrease in payablesIncrease in amount due to DirectorsCash depleted in operations28. RELATED PARTY TRANSACTIONS At the Statement of Financial Position date, the Group owed the Directors £124,426 (2020: £110,991), the Company owed the Directors £121,915 (2020: £108,415), the Company owed MobilityOne Sdn. Bhd. (“MobilityOne Malaysia”) £367,605 (2020: £195,087), the subsidiary companies of MobilityOne Malaysia owed MobilityOne Malaysia £606,530 (2020: £650,689) and MobilityOne Malaysia owed the subsidiary companies £969,611 (2020: £982,789). The amounts owing to or from the subsidiary companies and related parties are repayable on demand and are interest free. In 2021, MobilityOne Malaysia continued to rent an ofﬁce in Sabah, Malaysia from LMS Digital Sdn Bhd (“LMS”) for RM2,500 (c. £460) a month. Dato’ Hussian @ Rizal bin A. Rahman is a director and shareholder of LMS. Since 27 December 2018, MBP Solutions Sdn Bhd (a subsidiary of TFP Solutions Berhad (“TFP”)) has been appointed as MobilityOne Malaysia's agency/reseller. Dato’ Hussian @ Rizal bin A. Rahman is a director and shareholder of TFP.30. ULTIMATE CONTROLLING PARTYIn the opinion of the Directors, as at 31 December 2021, the ultimate controlling party in the Company is Dato’s Hussain @ Rizal bin A. Rahman by virtue of his shareholding.2020£ (146,463) (18) (3,220)3,218 (146,483)2021£(147,272)-(2,000) 13,500(135,772)CompanyI 82 INOTES TO THE FINANCIAL STATEMENTS (CONTINUED)For the year ended 31 December 202130. CONTINGENT LIABILITIESThe Group has the following contingent liabilities:Limit of guaranteesCorporate guarantee given to a licensed bank by the Company for credit facilities granted to a subsidiary companyAmount utilisedBanker’s guarantee in favour of third parties31. SHARE BASED PAYMENTS During the year ended 31 December 2021, the Company did not grant any new share option to directors and employees of the Group. A total of share options of 10,600,000 shares were granted in 2014. The details of the share options granted in 2014 are shown below:Grant date 5 December 2014Share price at grant date 1.5pExercise price 2.5pOption life 10 yearsExpiry date 4 December 2024 Up to 31 December 2021, share options of 2,000,000 shares had lapsed due to resignation of employees and no options had been exercised. 2020£3,843,072 533,082 2021£3,747,181 458,372 GroupI 83 INOTES TO THE FINANCIAL STATEMENTS (CONTINUED)For the year ended 31 December 202132. SIGNIFICANT EVENTOutbreak of COVID-19 pandemicDuring the ﬁnancial year ended 31 December 2021, the world was still impacted by the COVID-19 pandemic which resulted in various measures taken across the world in order to reduce 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 reduce the spreading of COVID-19. The Directors have assessed the overall impact of the COVID-19 pandemic on the Group’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 2021.The Directors have prepared the ﬁnancial results for the year ended 31 December 2021 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 2021.33. SUBSEQUENT EVENTSOn 10 February 2022, MobilityOne Sdn Bhd (“MobilityOne Malaysia”) entered into a tenancy agreement with LMS Digital Sdn Bhd (“LMS”) to occupy approximately 4,500 square feet of ofﬁce space at Wisma LMS, Kuala Lumpur, Malaysia for RM11,250 (c. £2,000) a month. In additional, MobilityOne Malaysia entered into several ordinary course commercial agreements with TFP Solutions Berhad (“TFP”) for the following products and services:(i) to integrate eWallet/eMoney into TFP’s services and white labelling the eWallet/eMoney;(ii) to provide various value added services (including prepaid top-up and bill payment);(iii) to provide online payment gateway;(iv) to provide SMS blasting services;(v) to provide payment terminals and online payment to accept payment via credit/debit cards and eWallets; and(vi) to use SAP Business One software licenses and services from TFP.Dato’ Hussian @ Rizal bin A. Rahman is a director and shareholder of LMS and TFP. I 84 INOTICE IS HEREBY GIVEN THAT an Annual General Meeting of MOBILITYONE LIMITED (“Company”) will be held at 4.00 p.m. Malaysia time on 22 July 2022 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 RESOLUTIONS1. THAT the Company's accounts and reports of the Directors and Auditors for the year ended 31 December 2021 be adopted. 2. THAT Dato’ Hussian @ Rizal bin A. Rahman Wai is re-elected as a Director.3. 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.4. THAT the Directors be authorised to ﬁx the remuneration of the Auditors.BY ORDER OF THE BOARDAbu Bakar bin Mohd Taib ChairmanDated: 29 June 2022Notes: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.NOTICE OF ANNUAL GENERAL MEETINGI 85 INotes: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.If by an individual:Signed: ....................................................................................Dated: ............................................................................. 2022If for and on behalf of a corporation:Signed by: ................................................................................. for and on behalf of: ...................................................................Position: .................................................................................... Dated: .............................................................................2022I / 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 22 July 2022 at 4.00 p.m. Malaysia time or any adjournment thereof. FOR AGAINST WITHHOLDORDINARY RESOLUTIONS1. THAT the Company's accounts and reports of the Directors and Auditors for the year ended 31 December 2021 be adopted.2. THAT Dato’ Hussian @ Rizal bin A. Rahman is re-elected as a Director.3. 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.4. 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).I/We request such proxy to vote as indicted below:No. of Shares: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 OFFICEMobilityOne Limited13 Castle StreetSt HelierJersey JE1 1ESChannels IslandsBUSINESS ADDRESSMobilityOne Sdn Bhd2-3, Incubator 2Technology Park MalaysiaBukit Jalil57000 Kuala LumpurMalaysiaTel: +6(03) 8996 3600Fax: +6(03) 8996 3601

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