8 July 2025

 

MobilityOne Limited

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

 

Audited results for the year ended 31 December 2024

Lifting of Suspension of Trading on AIM

Notice of Annual General Meeting

 

MobilityOne (AIM: MBO), the e-commerce infrastructure payment solutions and platform provider, announces its full year audited results for the year ended 31 December 2024.

 

MobilityOne's Annual Report and Accounts for the year ended 31 December 2024 (the "Annual Report and Accounts") and Notice of Annual General Meeting ("AGM") will be posted to shareholders today and will also be made available shortly on the Company's website at www.mobilityone.com.my.

 

Following the publication of the Company's Annual Report and Accounts, the suspension of the Company's securities from trading on AIM is expected to be lifted at 7.30 a.m. today, 8 July 2025.

 

The Company's AGM will be held at 4.00 p.m. (Malaysia time) on 30 July 2025 at Ground Floor, Wisma LMS, No. 6, Jalan Abd. Rahman Idris, Off Jalan Raja Muda Abdul Aziz, 50300 Kuala Lumpur, Malaysia.

 

For further information, please contact:

 

MobilityOne Limited                                                                                  +6 03 89963600

Dato' Hussian A. Rahman, CEO                                                               www.mobilityone.com.my

[email protected]

 

Allenby Capital Limited

(Nominated Adviser and Broker)                                                               +44 20 3328 5656

Nick Athanas / Vivek Bhardwaj

 

Chairman's Statement

For the year ended 31 December 2024

 

Introduction

 

The Directors today present the audited consolidated financial statements for MobilityOne Limited for the financial year ended 31 December 2024 ("FY2024").

 

The Group's revenue reduced by 4.74% to £230.23 million in FY2024 (FY2023: revenue of £241.67 million), primarily due to softer demand in the Group's main market in Malaysia, particularly in mobile phone prepaid airtime reloads and bill payment services through the Group's banking channels (i.e. mobile banking and internet banking) and electronic data capture terminals as well as third parties' e-wallet applications. As reported by the two main telecommunications companies in Malaysia, being Maxis and CelcomDigi, mobile prepaid revenues experienced a decline in 2024, with Maxis reporting a 2.1% decrease and CelcomDigi reporting a 3.5% decrease. This downward trend aligns with the broader telecommunications sector dynamics in Malaysia, where the overall mobile segment revenue trend is slightly down or relatively flat due to intense competition and price pressures.

In FY2024, the Group registered a loss after tax of £3.45 million (FY2023: loss after tax of £1.41 million). The Group's increase in loss after tax was mainly due to lower sales, higher administrative and marketing expenses aimed at customer acquisition and retention, higher finance costs and the Group's share of its 49%-owned associated company's loss, namely Sincere Acres Sdn Bhd ("Sincere") and its wholly-owned subsidiary, Hati International Sdn Bhd ("Hati"), a healthcare information systems provider in Malaysia. 

 

During FY2024, the Group's electronic payment and e-money services in Malaysia continued to operate on a modest scale, contributing minimally to the Group's overall revenues. Despite the broader national trend of increasing e-payment adoption with e-payment transactions growing, the Group's offerings in this segment attracted only a limited share of the overall market. On the other hand, the Group's international remittance services in Malaysia experienced higher transaction volumes in FY2024 in comparison to the previous financial year. This increase in transaction volume was driven by increased demand for cross-border money transfers and the Group's continued efforts to enhance its remittance platform.

 

In Brunei, the Group obtained regulatory approval in FY2024 from Brunei's central bank to operate electronic payment services, merchant acquiring services, and account services. While the Group is hopeful of the growth of its business in Brunei, as of 31 December 2024 the Group's operations in Brunei represents an insignificant proportion of the Group's overall business. As announced previously by the Group, the Group ceased exploring new business in the Philippines and has since discontinued operations in the Philippines.

As at 31 December 2024, the Group had cash and cash equivalents (excluding other financial assets which are fixed deposits with maturities over 3 months) of £3.98 million (31 December 2023: cash and cash equivalents (excluding other financial assets which are fixed deposits with maturities over 3 months) of £3.54 million) while the secured loans and borrowings from financial institutions increased to £7.07 million (31 December 2023: £4.22 million) mainly due to payments for higher cost of sales and higher administrative expenses. 

 

Review of activities and outlook

 

The Group's business activities continue to be predominately concentrated in Malaysia. With this in mind, the Central Bank of Malaysia reported that Malaysia's economy grew 4.4% in the first quarter of 2025 from a year earlier. This was driven by sustained growth in household spending amid positive labour market conditions and policy support, as well as steady expansion in investments, and continued export growth. However, the Central Bank of Malaysia also reported that it may have to revise downward Malaysian economy's growth forecast for 2025, which at the time was projected at between 4.5% to 5.5%, in the next 2 months due to escalating global trade tensions and policy uncertainty.

 

Mobile phone prepaid airtime reloads and bill payments continued to be the main business activities for the Group in the year ended 31 December 2024. To enhance margins in this segment, the Group's new subsidiary, Jejak Semangat Sdn Bhd, has initiated a white-label collaboration with a mobile operator to launch a proprietary mobile brand, S4S. The pilot runs for S4S commenced in early 2025, aiming to improve profitability by capturing a greater share of the mobile airtime value chain. The Group's international remittance business is expected to grow further. The Group's focus on retail electronic payments business which covers both physical and online merchants is also expected to grow steadily. The e-money businesses in Malaysia as well as the payment solution business in Brunei are expected to remain insignificant.

The Group's foray into the health technology industry via the Group's subsidiary (i.e, MobilityOne Sdn Bhd ("M1 Malaysia")) and its associated company (i.e, Hati), is gaining traction having secured a few new projects with hospitals in Thailand and Malaysia, focusing on implementing digital payment solutions to enhance patient billing and administrative processes as well as to integrate the Group's payment technologies to streamline healthcare services. These partnerships signify the Group's strategic move into the health technology sector, leveraging its expertise in payment solutions to cater to the evolving needs of the healthcare industry.

There are two major transactions pending completion, which are anticipated to have a material impact to the future financial performance of the Group:

 

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

 

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

 

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

 

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

 

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

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

 

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

 

Most recently, on 23 April 2025 the Group announced that TETE filed a Form 8-K report notifying that the deadline to complete the Merger Exercise was extended to 20 August 2025. Notwithstanding this, at this stage there can be no certainty that the Group will receive the consideration for the Disposal nor as to the completion of the Proposed Joint Venture. This is on the basis that both events are conditional on the completion of the Merger Exercise, which is outside of the Group's control. The payment for the consideration of the Disposal and the completion of the Proposed Joint Venture will represent a positive material financial development for the Group. Consequently, any further delays to the Merger Exercise or the non-completion of the Merger Exercise itself will impact the Group's future financial position and business operations, including restricting the Group's future growth initiatives.

 

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

 

(2)        Acquisition of Hati via Sincere

 

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

 

The Second Tranche Payment Date has been subject to prior extensions and was most recently extended to 31 August 2025. Any payment in relation to the Second Tranche made after the Second Tranche Payment Date is subject to an interest charge of 10% per annum.

 

As part of the Group's business plans, the Group has identified the following business areas for future growth:

 

(1)        Electronic payment system

The Group is actively expanding its merchant acquiring business across both online and offline channels. Collaborations with local banks have been established to enhance merchant onboarding and payment acceptance capabilities, aligning with Malaysia's broader shift towards digital payments. In May 2025, the Central Bank of Malaysia reported that in 2024 e-payment transactions in Malaysia grew by 19% to 409 transactions per capita, translating to at least one e-payment per Malaysian per day. This surge underscores the increasing consumer preference for cashless transactions, presenting significant opportunities for merchant acquirers.

 

Internationally, the Group has secured regulatory approval from Brunei's central bank to operate a merchant acquiring business in Brunei. With most of the Bruneians engaging in e-commerce activities such as shopping, banking, and bill payments, the Group is well-positioned to tap into this growing market upon receiving final operational clearance. These strategic initiatives are expected to drive further growth in the regional digital payment landscape.

 

(2)        eMoney business

 

The Group's e-money business is expected to grow through collaborations and technological advancements. In Malaysia, the white-label partnership with Majlis Agama Islam Negeri Sembilan ("MAINS") has expanded to encompass programs aimed at supporting orphans and underprivileged communities, reflecting the Group's commitment to financial inclusion. Collaborations with Digital Perak Corporation Holdings (i.e, the development agency that spearheads Malaysia's Perak state digital economy and Bank Simpanan Nasional (i.e, a commercial bank in Malaysia) have strengthened the Group's position through the nationwide rollout of the Cashless School Program in primary schools, promoting digital payment adoption among students. The Group's e-money platform has integrated with PayNet's national payment system, enabling acceptance at DuitNow QR merchants across Malaysia. Looking ahead, the Group is actively working on expanding its white-label collaborations to broaden the user base and is developing capabilities to facilitate regional acceptance of the Group's e-money services, leveraging PayNet's cross-border payment initiatives. Internationally, the Group has secured an e-money license from Brunei's central bank and plans to launch the services in Brunei by the end of 2025, subject to fulfilling the conditions set forth by the regulator.

(3)        Money transfer business

The Group expects further growth in the money transfer business with such growth expected to be fuelled by strategic partnerships and market diversification. While development using SWIFT network is still underway, new collaborations with bKash (ie, the biggest mobile financial services provider in Bangladesh) and Mastercard Send, which is expected to go live in the next few months, will enhance the Group's product offerings, enabling faster and more secure cross-border transactions. Additionally, the Group has initiated incoming remittance services to Somalia, tapping into underserved markets and broadening its global reach. These initiatives are expected to drive revenue growth.

(4)        Health technology initiatives

The Group's venture into the health technology sector is expected to yield promising developments for the Group in the long run, with a hospital project in Thailand as well as the Hospital Information System (HIS) implementations at several hospitals in Malaysia. These initiatives align with Malaysia's broader digital health transformation strategy. Currently, most of the health clinics in Malaysia do not have digital health records, highlighting the significant growth potential in this sector. The Malaysian government's phased implementation of digital health initiatives aims to fully digitalise half of government health clinics by 2030, presenting substantial opportunities for health technology providers. The Group's involvement in these pioneering projects is expected to allow the Group to expand its health technology business in Malaysia and the region.

The Group anticipates a challenging business environment and remains cautious about the outlook for the remainder of 2025. As announced by the Group on 23 April 2025, the Group's collaboration with TETE continues with the relevant parties working towards a Merger Exercise deadline of 20 August 2025. Notwithstanding this, at this stage there can be no certainty that the Group will receive the consideration for the Disposal nor as to the completion of the Proposed Joint Venture. This is on the basis that both events are conditional on the completion of the Merger Exercise, which is outside of the Group's control. The payment for the consideration of the Disposal and the completion of the Proposed Joint Venture will represent a positive and material financial development for the Group. Consequently, any further delays to the Merger Exercise and/or the non-completion of the Merger Exercise itself will impact the Group's future financial position and business operations, including restricting the Group's future growth initiatives.

 

In recognition of the challenging business environment the Group has adopted a turnaround strategy. As part of this turnaround strategy, the Group intends to implement a range of targeted initiatives across its core business segments.

 

In the mobile phone prepaid airtime reloads and bill payment services, the Group has embarked on a marketing strategy aimed at protecting its market share, with a focus on improving service quality while avoiding any pricing wars. Additionally, the Group intends to introduce higher‑margin products such as game credits and gift vouchers to grow both revenues and margins. The e-payments business is also expected to grow as more businesses and transactions shift online.

 

As for the international remittance business, the Group will continue the marketing campaigns to capture greater market share while optimising foreign exchange and fee structures to improve margins.  In addition, the Group is in the midst of forming partnerships with other local remittance licencees to leverage complementary strengths, such as agent network reach and regional expertise to enhance the Group's overall product offerings and broaden payout channels. These alliances, alongside enhanced connectivity with cash-in and cash-out partners, are expected to drive transaction volume growth and help improve the Group's overall margins. 

 

Meanwhile, in the health technology segment, the Group and its associated company, Hati, are making good progress, with several contracts recently secured from hospitals in Thailand and Malaysia. This includes a contract with Sripath Medical Centre in Thailand for system development, system support and maintenance for a period of five years. The hospitals in Malaysia include three government-linked hospitals which are part of Selgate Corporation, a subsidiary of the Selangor State Development Corporation in Malaysia, for hospital systems with five years of system support and maintenance. The above contracts will serve as good references for Hati to expand into the Malaysian and Southeast Asian's electronic medical record and hospital information systems markets. While the health technology business shows strong promise, it also faces notable challenges, particularly rising manpower costs, increased competition from regional players, and the need for Hati to carefully manage its project pipeline to avoid overcommitment and to maintain service quality and post‑implementation support excellence.

 

Collectively, the above initiatives are aimed at turning around the Group's performance and positioning the Group for sustainable growth.

 

On behalf of the Board, I would like to express our sincere gratitude to our shareholders, customers, business partners, and employees for their continued support and commitment throughout the year.

 

 

 

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

Abu Bakar bin Mohd Taib

Chairman

Date: 7 July 2025

 

Report of the Directors

For the year ended 31 December 2024

 

The Directors are pleased to submit their report together with the financial statements of the Group and the Company for the year ended 31 December 2024.

 

PRINCIPAL ACTIVITY

 

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

 

KEY PERFORMANCE INDICATORS

	Year ended 31.12.2024		Year ended 31.12.2023
	£		£
Revenue	230,227,323		241,673,952
Operating loss	(2,601,352)		(1,050,815)
Loss before tax	(3,497,382)		(1,369,614)
Net loss for the year	(3,446,586)		(1,408,132)

KEY RISKS AND UNCERTAINTIES

 

Operational risks

 

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

 

Dependency on distributorship agreements

 

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

 

Dependency on business partners

 

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

 

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

 

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

 

Demand of products and services

 

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

 

Financial risks

 

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

 

Please refer to Note 3 for further information on the financial instruments.

 

Dependency on completion of the merger exercise between Technology & Telecommunication Acquisition Corporation ("TETE") and Super Apps Holdings Sdn Bhd ("Super Apps")

 

On 19 October 2022, MobilityOne Sdn Bhd ("M1 Malaysia"), the Group's wholly-owned operating subsidiary in Malaysia, entered into a share sale agreement with Super Apps for the disposal of 60% shareholding in its wholly-owned non-core subsidiary OneShop Retail Sdn Bhd ("1Shop") to Super Apps ("Disposal"). Concurrently, M1 Malaysia entered into a joint venture cum shareholders agreement with Super Apps and 1Shop (the "Proposed Joint Venture"). The intention of the Disposal and Proposed Joint Venture is to establish a new joint venture to expand the Group's e-products and services business and for a merger exercise between TETE and Super Apps which includes certain approvals by the United States Securities and Exchange Commission (together the "Merger Exercise"). After the completion of the Merger Exercise, Super Apps shall pay M1 Malaysia RM40.0 million within 14 days and RM20.0 million within 180 days upon completion of the Merger Exercise (the "Cash Consideration").

 

The Merger Exercise was originally anticipated by TETE to be completed by 31 December 2022. Since then, the deadline to complete the Merger Exercise has been extended on several occasions. Most recently, and as announced by the Group on 23 April 2025, the deadline to complete the Merger Exercise was further extended to 20 August 2025. In the event that the Merger Exercise completes the subsequent receipt of the Cash Consideration will represent a positive material financial development for the Group. However, the Group continues to have no control over the timing of the completion of the Merger Exercise, and therefore any further delays to the Merger Exercise or the non-completion of the Merger Exercise itself will negatively impact management's expectations for the Group's future financial position and business operations. Details of the potential business operations impact specifically in relation to Sincere Acres Sdn Bhd ("Sincere") is outlined below.

 

Settlement of deferred consideration due for the acquisition

 

On 4 October 2023, M1 Malaysia completed the acquisition of a 49% equity interest in Sincere for a cash consideration of RM30,000,000. Whilst the first tranche, representing RM2.0 million, had been paid by M1 Malaysia to United Flagship Development Sdn Bhd (the "Vendor"), the second tranche, representing the balance of RM28.0 million (the "Second Tranche"), is due for payment (after several extension of time) by 31 August 2025.

 

It is the intention of the Group to utilise part of the Cash Consideration from the Merger Exercise to pay for the Second Tranche.  In the event that the Merger Exercise cannot be completed for whatever reasons, the Group will not be able to settle the Second Tranche payment.  In this event, the Group will have to consider alternative options, including the disposal of its equity interest in Sincere back to the Vendor or to any other interested parties.

 

Please refer to Note 16 for further information on the investment in associate.

 

REVIEW OF BUSINESS

 

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

 

RESULTS AND DIVIDENDS

 

The consolidated total comprehensive loss for the year ended 31 December 2024 was £3,378,253 (2023: £ 1,950,236) which has been transferred to reserves. No dividends will be distributed for the year ended 31 December 2024.

 

DIRECTORS

 

The Directors are:

 

Abu Bakar bin Mohd Taib (Non-Executive Chairman)

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

Derrick Chia Kah Wai (Deputy Chief Executive Officer)

Seah Boon Chin (Non-Executive Director)

Azlinda Ezrina binti Ariffin (Non-Executive Director)

 

The beneficial interests of the Directors holding office at 31 December 2024 in the ordinary shares of the Company, were as follows:

 

Ordinary shares of 2.5p each

	Interest at 31.12.24	% of issued capital
Abu Bakar bin Mohd Taib	Nil	Nil
Dato' Hussian @ Rizal bin A. Rahman	53,465,724	50.30
Derrick Chia Kah Wai *	1,800,000	1.69
Seah Boon Chin	Nil	Nil
Azlinda Ezrina binti Ariffin	Nil	Nil

 

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

 

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

 

SUBSTANTIAL SHAREHOLDERS

 

Based on the register of shareholders as of 24 June 2025, the Company had the following shareholders with interests in 3% or more of the issued share capital of the Company pursuant to Part VI of Article 110 of the Companies (Jersey) Law 1991:

 

Ordinary shares of 2.5p each

 

	Number of ordinary shares	% of issued capital
Dato' Hussian @ Rizal bin A. Rahman	53,465,724	50.30
Estate of Dato' Shamsir bin Omar	9,131,677	8.59
Vidacos Nominees Limited <FGN>	6,656,540	6.26
Pershing Nominees Limited <PERNY>	5,216,958*	4.91
Lawshare Nominees Limited <SIPP>	4,686,492	4.41

 

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

 

PUBLICATION OF ACCOUNTS ON COMPANY WEBSITE

 

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

 

INDEMNITY OF OFFICERS

 

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

 

GROUP'S POLICY ON PAYMENT OF CREDITORS

 

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

 

EMPLOYEE INVOLVEMENT

 

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

 

GOING CONCERN

 

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

 

SIGNIFICANT EVENTS

 

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

 

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

 

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

 

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

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

 

In addition, pursuant to the terms of the Proposed Joint Venture, M1 Malaysia undertook to provide the necessary technical and business support to 1Shop and guaranteed that 1Shop will achieve revenues of at least RM560.0 million in the financial year ending 31 December 2024 or any other period as mutually agreed ("Revenue Target").  In consideration of M1 Malaysia guaranteeing the Revenue Target, M1 Malaysia will receive the shares of TETE representing an aggregate value of RM20.0 million following 1Shop achieving the Revenue Target.  In the event that the Revenue Target is not met, M1 Malaysia will not receive the shares of TETE and will not subject to any penalty.

 

It was announced by the Group on 23 April 2025 that the deadline to complete the Merger Exercise was extended to 20 August 2025. There can be no guarantee that the payment for the consideration of the Disposal and the Proposed Joint Venture can be completed as they are conditional on the completion of the Merger Exercise, which is out of the Group's control. The payment for the consideration of the Disposal and the completion of the Proposed Joint Venture are expected to contribute positively to the financial position and future growth prospects of the Group.

 

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

 

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

 

The Second Tranche Payment Date has been subject to prior extensions, and most recently was extended to 31 August 2025. Any payment in relation to the Second Tranche made after the Second Tranche Payment Date is subject to an interest charge of 10% per annum.

 

STATEMENT OF DIRECTORS' RESPONSIBILITIES

 

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

 

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

 

-       select suitable accounting policies and then apply them consistently;

-       make judgments and estimates that are reasonable and prudent;

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

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

 

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

 

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

 

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

 

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

 

AUDITORS

 

Kreston Reeves LLP were appointed on 19 December 2024 and has indicated that it will seek re-appointment as the Company's auditor at the forthcoming Annual General Meeting. A resolution to re-appoint Kreston Reeves LLP has the Company's auditor will be proposed at the Annual General Meeting.

 

 

ON BEHALF OF THE BOARD:

 

 

 

 

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

Dato' Hussian @ Rizal bin A. Rahman

Chief Executive Officer

Date: 7 July 2025

 

 

Board of Directors

 

Abu Bakar bin Mohd Taib

(Non-Executive Chairman)

 

Abu Bakar bin Mohd Taib, a Malaysian aged 72, 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 63, 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 54, 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 53, 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 56, is an experienced UK-based corporate lawyer with over 25 years legal experience. She is currently a consulting partner in the corporate team at Withersworldwide and was previously a partner in the capital markets teams at both Olswang LLP and Fasken Martineau LLP, prior to joining Withersworldwide in 2016. Azlinda specialises in mergers and acquisitions and equity capital markets transactions. Azlinda is a member of both the Law Society of England & Wales and the Malaysian Bar. She is also a barrister and member of Gray's Inn.

 

 

Corporate Governance Report

 

The Directors recognise the importance of good corporate governance and have adopted the Quoted Companies Alliance Corporate Governance Code ("QCA Code"). The Directors have also reviewed its corporate governance measures in light of the revised QCA Code 2023, published in November 2023. The Board consider that the Company complies with the QCA Code so far as is practicable. The Board has separately considered the adoption of the  Financial Reporting Council's UK Corporate Governance Code which is considered by the Board to be more prescription. With this in mind, the Board considers that the QCA Code is the most appropriate corporate governance regime considering the Group's size and stage of development.

 

The QCA Code identifies 10 principles.  The following report sets out in broad terms how the Company applies each of the principles. 

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

 

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

 

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

 

The key risks and uncertainties to the business model and strategy are detailed in the Report of the Directors of the Company's Accounts for the year ended 31 December 2024.

 

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

 

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

 

3.       Seek to understand and meet shareholder needs and expectations

 

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

 

Shareholders are kept up to date via announcements made through a regulatory information service on matters of a material substance and/or a regulatory nature. Updates will be provided to the market from time to time, including any financial information, and any expected material deviations to market expectations will be announced through a regulatory information service and in accordance with its obligations under the AIM Rules for Companies and the UK Market Abuse Regulation ("UK MAR").

 

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.

 

4.       Take into account wider stakeholder interests, including social and environmental responsibilities, and their implications for long-term success

 

The Group is aware of its corporate social and environmental 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.

 

5.       Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation

 

The principal risks and uncertainties affecting the business are set in the Report of the Directors of the Company's Accounts for the year ended 31 December 2024.

 

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 internal controls and assurance activities.

 

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

 

6.       Establish and maintain the board as a well- functioning, balanced team led by the chair

 

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

 

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

 

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

 

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

 

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

 

In addition to the numerous written Board resolutions approved by the Board which have the same force and effect as if adopted at duly convened meetings of all the Directors, the Company had seven Board meetings in 2024 which were attended by all the Directors in office at the time of each board meeting. 

 

7.       Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

The Board does not maintain a formal schedule of matters reserved for Board decision but matters such as financial results, Board appointments and acquisitions require approval at Company's Board meetings or written Board resolutions approved by the Board which have the same force and effect as if adopted at duly convened meetings of all the Directors. In 2024, the Company held six Board meetings.

 

Board and committee meetings

Attendances of Directors at Board and committee meetings convened in 2024 are set out below:

	Board Meetings Attended	Audit Committee Meeting Attended	Remuneration Committee Meeting Attended
Number of meetings in year	7	2	1
Abu Bakar bin Mohd Taib	7	2	1
Dato' Hussian @ Rizal bin A. Rahman	7	N/A	N/A
Derrick Chia Kah Wai	7	N/A	N/A
Seah Boon Chin	7	2	1
Azlinda Ezrina Binti Ariffin	7	2	1

 

The Directors' biographies are set out in the section "Board of Directors" of the Company's Accounts for the year ended 31 December 2024.

 

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

 

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.

 

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.

 

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

 

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

 

Appraisals are carried out each year with all Executive Directors.

 

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

 

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

 

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

 

9.       Establish a remuneration policy which is supportive of long-term value creation and the company's purpose, strategy and culture

 

The Company has put in place a remuneration policy which is aligned with shareholders' interests of creating shareholder value. All the employees of the Group will be subject to yearly performance appraisal to ensure that good performers are rewarded with salary increments which are aligned with the Company's purpose, strategic and culture.

 

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

 

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

 

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

 

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

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

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

The Company has not published an audit committee or remuneration committee report in its annual report and accounts. The Board intends to include these reports in future annual report and accounts.

 

 

Independent Auditor's Report to the Shareholders of MobilityOne Limited

 

Opinion

 

We have audited the financial statements of MobilityOne Limited (the 'Parent Company') and its subsidiaries (the "Group"), for the year ended 31 December 2024 which comprise the consolidated income statement, the consolidated statement of comprehensive income, the consolidated and company statements of financial position, the consolidated and company statements of changes in equity, the consolidated and company statement of cashflows and notes to the financial statements, including a summary of significant accounting policies.

 

In our opinion:

·    the financial statements of MobilityOne Limited give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 December 2024 and of the Group's loss for the year then ended and of the Group's and of the Parent Company's cashflows position as at 31 December 2024;

·    the Group's and Parent Company's financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union; and

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

 

Basis for opinion

 

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

 

An overview of the scope of our audit

 

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

We tailored the scope of our audit to ensure that we performed sufficient 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 Parent Company, the accounting processes and controls, and the industry in which they operate.

 

We have identified 12 companies within the group of which only 4 have been identified as being individually significant to the group audit, with the remaining 8 having minimal assets and revenue, and being deemed to be immaterial.

 

Our scoping considerations for the Group audit was based both on financial information and risk. In total we have identified 4 distinct components within the group financial statements.

 

Involvement of a component auditor

 

We have involved UHY in the conduct of the Group audit for the year ended 31 December 2024. The component auditor undertook specific audit procedures with respect to the financial information of the components. This work was undertaken in full compliance with the requirements of ISA 600 and resulted in over 99% of group revenue and over 99% of group assets being considered within the scope for audit testing.

 

Our application of materiality

 

We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified misstatements on the audit and in forming our audit opinion. Based on our professional judgement, we determined materiality and performance materiality for the financial statements of the Group and of the Parent Company as follows:

 

	Group financial statements	Parent company financial statements
Materiality	£203,300 (2023: £130,000)	£39,720 (2023: £40,000)
Basis for determining materiality	2% of Gross Profit (2023: 1.2% of Gross Profit)	2% of Gross Assets (2023: 2% of Gross Assets)
Rationale for benchmark applied	Group's primary objective is to generate significant amounts of revenue with a low margin, therefore it is reasonable to use gross profit, as this is the key benchmark, and ultimate driver for success.	The parent company is a non-trading company, whose main purpose is to be a holding company for the investments in the subsidiaries which make up the group. As such, an assets-based approach makes the most sense.
Performance materiality	£152,500 (2023: £91,000)	£29,800 (2023: £28,000)
Basis for determining performance materiality	70% of materiality	70% of company materiality
Reporting threshold	£10,200 (2023: £6,500)	£2,000 (2023: £6,500)
Basis for determining reporting threshold	5% of materiality	5% of materiality

 

We reported all audit differences found in excess of our reporting threshold to the audit committee.

 

For each Group component within the scope of our Group audit, we determined performance materiality that is less than our overall Group performance materiality. The performance materiality determined for each Group company was between £29,800 and £114,345.

 

Key audit matters

 

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the 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, including going concern, were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. This is not a complete list of all risks identified by our audit.

 

Key Audit Matter: Valuation of Investments - £4,606,344 (2023: £5,010,284)
Significance and nature of the key audit matter   The investments in subsidiaries make up the majority of both the consolidated and company statements of financial position, making them one of the most significant components of the financial statements. In addition, as the parent company is a holding company, the subsidiaries to which these investments relate, are the revenue-generators of the group, meaning any impairment to them could have a knock-on impact on the going concern status of the group.   As a result of the above, this has been judged to be a significant risk, due to the risk of the investment being overstated if management were to fail to identify impairment indicators due to incorrect assumptions such as the weighted average cost of capital (WACC) rate or growth rate in the value in use calculation.	How our audit addressed the key audit matter   We have performed a detailed review of the underlying assumptions, and the reasonableness thereof, as relates to the calculations of the investment valuation.   We have reviewed the basis upon which management have performed their impairment reviews, and the disclosures they have made in relation to the investments.   As a result of the procedures we have performed, the investments were found to have been valued accurately, and the impairment reviews have been carried out satisfactorily.   In addition, we have ensured that investments have been correctly disclosed in the financial statements.
Key observations   We have no concerns over the material accuracy of the valuation of investments in the financial statements.

 

Conclusions relating to going concern

 

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

 

Our evaluation of the Directors' assessment of the Group and Company's ability to continue to adopt the going concern basis of accounting included:

 

·    Review of forecasts for the 12 months following the signing of the financial statements; and

·    Review of previous budgets and comparisons to actual results; and

·    Sensitivity analysis of forecasts;

·    Enquiries made of management to ascertain their ability to continue trading as a going concern, including analysis of the future acquisitions and trading plans; and

·    Confirmation of the controlling shareholder's financial position and their ability and commitment to supporting the group for the foreseeable future.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

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

 

Other information

 

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

 

We have nothing to report in this regard.

 

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

 

In the light of our 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:

·    adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

·    the group and parent company financial statements are not in agreement with the accounting records and returns; or

·    we have not received all the information and explanations we require for our audit.

 

Responsibilities of Directors

 

As explained more fully in the directors' responsibilities statement (set out on page 11), the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

 

In preparing the financial statements, the directors 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 either intend to liquidate the Group or parent company or to cease operations, or have no realistic alternative but to do so.

 

Auditor's responsibilities for the audit of the financial statements

 

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

 

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

 

Capability of the audit in detecting irregularities, including fraud

 

Based on our understanding of the Group and industry, and through discussion with the directors and other management (as required by auditing standards), we identified that the principal risks of non-compliance with laws and regulations related to the AIM Rules, GDPR and Licenses held with the Bank of Malaysia. We considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies (Jersey) Law 1991, taxation and pension legislation, and IFRS. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to going concern, valuation of investments and the potential for management to manipulate the value of the group holistically. Audit procedures performed by the group engagement team and component auditors included:

 

·    Discussions with management and assessment of known or suspected instances of non-compliance with laws and regulations (including health and safety) and fraud; and

·    Assessment of identified fraud risk factors; and

·    Identifying and assessing the design effectiveness of controls that management has in place to prevent and detect fraud; and

·    Challenging assumptions and judgements made by management in its significant accounting estimates; and

·    Performing analytical procedures to identify any unusual or unexpected relationships, including related party transactions, that may indicate risks of material misstatement due to fraud; and

·    Confirmation of related parties with management, and review of transactions throughout the period to identify any previously undisclosed transactions with related parties outside the normal course of business; and

·    Reading minutes of meetings of those charged with governance; and

·    Review of internal controls and physical inspection of tangible assets susceptible to fraud or irregularity; and

·    Review of significant and unusual transactions and evaluation of the underlying financial rationale supporting the transactions; and

·    Identifying and testing journal entries, in particular any manual entries made at the year-end for financial statement preparation.

 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.

 

As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

 

·    Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

·    Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.

·    Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

·    Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's or the parent company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group or the parent company to cease to continue as a going concern.

·    Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

·    Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.

 

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

 

Use of our Report

 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. 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 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.

 

 

 

 

Anne Dwyer BSc (Hons) FCA (Senior Statutory Auditor)

For and on behalf of

Kreston Reeves LLP        

Chartered Accountants

Statutory Auditor

London

 

Date: 7 July 2025

 

 

 

Consolidated Income Statement

For the year ended 31 December 2024

 

 

		2024		2023
	Note	£		£
Revenue	5	230,227,323		241,673,952
Cost of sales		(219,123,512)		(229,742,340)
GROSS PROFIT		11,103,811		11,931,612
Other operating income		55,303		136,872
Administration expenses		(13,395,599)		(12,547,017)
Other operating expenses		(192,677)		(220,895)
Net loss on financial instruments	15	(172,190)		(351,387)
OPERATING LOSS		(2,601,352)		(1,050,815)
Finance income		46,246		41,033
Finance costs	6	(357,380)		(236,058)
Share of post-tax loss of equity
accounted associates	16	(584,896)		(123,774)
LOSS BEFORE TAX	7	(3,497,382)		(1,369,614)
Tax	8	50,762		(38,518)
LOSS FROM CONTINUING
OPERATIONS		(3,446,620)		(1,408,132)
Gain on disposal of subsidiary		34		-
LOSS		(3,446,586)		(1,408,132)
Attributable to:
Owners of the parent		(3,446,067)		(1,408,482)
Non-controlling interests		(519)		350
		(3,446,586)		(1,408,132)
LOSS PER SHARE
Basic earnings per share (pence)	10	(3.242)		(1.325)
Diluted earnings per share (pence)	10	(3.242)		(1.325)

 

The notes form part of these financial statements

 

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2024

 

 

		2024		2023
		£		£
LOSS FOR THE YEAR		(3,446,586)		(1,408,132)
OTHER COMPREHENSIVE (LOSS)/PROFIT
	Items that are or may be reclassified subsequently to profit or loss
Foreign currency translation		68,333		(542,104)
TOTAL COMPREHENSIVE LOSS		(3,378,253)		(1,950,236)
Total comprehensive (loss) /profit attributable to:
Owners of the parent		(3,377,170)		(1,952,013)
Non-controlling interests		(1,083)		1,777
		(3,378,253)		(1,950,236)

 

 

 

 

The notes form part of these financial statements