8 September 2025

MOH Nippon Plc

("MOHPLC" or the "Company")

Final Results, Publication of Annual Report and Notice of AGM

The Board of MOHPLC is pleased to announce its final results for the year ended 31 March 2025.

Chair's Review

Dear Shareholders,

It is with great pride that I present the Annual Report of MOH Nippon Plc ("MOHPLC" or the "Company") and its subsidiary (the "Group") for the financial year ended 31 March 2025 - a period defined by strategic transformation, international ambition, and operational resilience. The results for the year ended 31 March 2025 are those of Minnadeooyasan-Hanbai Co. Ltd ("MOH") with the inclusion of MOHPLC at the acquisition date of 19 August 2024 through to 31 March 2025. The comparative results for year ended, and as at, 31 March 2024, represent the position of MOH prior to the reverse acquisition.

This was our first full reporting period following the reverse takeover of MOHPLC and subsequent readmission to the Official List and to trading on the Main Market of the London Stock Exchange in August 2024. That transaction not only marked a major corporate milestone, but also established a robust foundation for future growth as we transitioned from a special purpose acquisition company into a high-growth, fully operational group focused on real estate crowdfunding and development across Japan.

The loss of approximately JPY 1.15 billion (c. £5.9 million) disclosed in our 27 May 2025 trading update has been finalised at JPY 1.47 billion (c. £7.6 million) after tax. The variance of approximately JPY 320 million (c. £1.7 million) reflects mainly the finalisation of income tax expense and sales tax of JPY 255 million (c. £1.3 million) for the year.  Non-recurring charges related to the transaction including reverse acquisition costs of JPY 93 million (c. £0.5 million) and a non-cash share-based payment of JPY 1.3 billion (c. £6.7 million). Revenues for the year reached JPY 4.0 billion (c. £20.6 million), albeit that these were generated entirely in the first half of the year. During the second half of the year, Japan's economic landscape saw a shift marked by rising inflation, interest rates hikes, a weakened yen, and growing wage pressures, all of which are driving up development and operational costs. These changes, alongside increased investor caution and demand for higher returns, are reshaping investment strategies and return expectations. As a result, fundraising and development of traditional real estate projects can no longer meet individual investors' target return of 7%. In light of this, the Group has reviewed its strategy and is focusing on the development of advanced technology-integrated real estate, such as cold-chain logistics and AI Data Centres. This transition requires time and close cooperation with various partners. Nevertheless, the Group maintained a strong balance sheet, underpinned by net assets of JPY 5.7 billion (c. £28.6 million) at year-end, of which JPY 688 million (c. £3.5 million) was represented by cash. Despite the one-off non-recurring charges related to the acquisition of MOH, the Group's underlying business remained profitable for the year.

Our strategy remains rooted in the principles of a symbiotic economy - delivering social value through real estate investment. Up until 30 September 2024, MOH's flagship platform, MINNADEOOYASAN (Let's all be landlords), continued to attract new investors and manage existing investors, even during the temporary business suspension in July 2024, and is ready to do so again once the Company progresses its plans for future projects. Our development projects, such as the Soemon-cho and Saipan initiatives with Toshi-Souken Invest Bank Inc ("TSIB"), reflect our capacity to scale and innovate and we are laying the groundwork to expand into other international markets, with a specific focus on advanced technology-integrated real estate, such as cold-chain logistics infrastructure, powered by innovative technology from FrostiX Co., Ltd, and with an ambition to enter the AI Data Centre development business from FY2027.

Importantly, this year also marked the start of our journey towards climate-related financial disclosure. The Group has completed a TCFD gap analysis and has begun to develop a governance framework to embed climate risk into board-level decision-making and group-wide risk management. Over the next reporting cycle, we aim to establish appropriate metrics, calculate our Scope 1 and 2 emissions, and begin setting realistic, science-informed, ESG targets.

On behalf of the Board, I thank our shareholders for their continued support and confidence during this pivotal time. I also express my appreciation to our management team and employees for their commitment to operational excellence and innovation.

We enter the new financial year with strategic clarity and an expanding footprint. I look forward to reporting continued progress as we pursue long-term sustainable growth with the aim of delivering value for all stakeholders.

Yours faithfully,

Chiaki Takahashi

Chairman
5 September 2025

The financial information set out below does not constitute the Company's statutory accounts for the years ended 30 April 2024 or 31 March 2025 within the meaning of Section 434 of the Companies Act 2006, but is derived from those accounts. Statutory accounts for 2024 have been delivered to the Registrar of Companies and those for 2025 will be delivered in due course. The auditors, MHA Audit Services LLP, have audited the 2025 financial statements. Their report was unqualified but included a material uncertainty in relation to going concern. 

The short-term liquidity of the Group is contingent upon the receipt of critical cash inflows from a related party in September 2025, through the repayment of a related party receivable of ¥1.4 billion and receipts from revenue of ¥1.8 billion. A material uncertainty has been identified in relation to the timing of the cash flows as these are outside the control of the Group and any delay in the receipts casts significant doubt over the going concern status of the Group and the Company. These circumstances indicate the existence of a material uncertainty that may cast significant doubt upon the Group and the Company's ability to continue as a going concern.

The announcement has been prepared on the basis of the accounting policies as stated in the financial statements for the year ended 31 March 2025. The information included in this announcement is based on the Company's financial statements which are prepared in accordance with International Financial Reporting Standards ("IFRS"). The Company will publish full financial statements that comply with IFRS on its website in due course.

Notice of Annual General Meeting ("AGM")

The Company's AGM will be held at the offices of Reynolds Porter Chamberlain LLP, Tower Bridge House, St Katharine's Way, London, E1W 1AA on 29 September 2025 at 10.00am.

The following documents have been posted to shareholders:

1. Notice of 2025 AGM;

2. Form of Proxy for the 2025 AGM; and

3. The annual report and accounts for the year ended 31 March 2025.

Hard copies will be available to shareholders upon request to the Company Secretary at 71-75 Shelton Street, Covent Garden, London WC2N 9JQ, and soft copies will be available for download and inspection from the Company's website at www.MOHnippon.com and, in due course, from the FCA's National Storage Mechanism at www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism

All page number references are to the Company's annual report and accounts for the year ended 31 March 2025.

This announcement contains inside information for the purposes of Article 7 of Regulation 2014/596/EU which is part of domestic UK law pursuant to the Market Abuse (Amendment) (EU Exit) regulations (SI 2019/310).

The Directors of the Company take responsibility for the content of this announcement.

Enquiries

Caution regarding forward looking statements

Certain statements in this announcement, are, or may be deemed to be, forward looking statements. Forward looking statements are identified by their use of terms and phrases such as ''believe'', ''could'', "should" ''envisage'', ''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect", ''will'' or the negative of those, variations or comparable expressions, including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Group's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward-looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors.

STRATEGIC REPORT

The Directors present their Strategic Report for the year ended 31 March 2025.  The results for the year ended 31 March 2025, are those of Minnadeooyasan-Hanbai Co. Ltd ("MOH") with the inclusion of the MOH Nippon Plc ("MOHPLC") at the acquisition date of 19 August 2024 through to 31 March 2025. The comparative results for year ended, and as at 31 March 2024, represent the position of MOH prior to the reverse acquisition.

Business & FY2025 Overview

During the financial year, MOHPLC (formerly Bowen Fintech Plc ("Bowen")) completed, via a reverse takeover transaction, its transition from a Special Purpose Acquisition Company (SPAC) into a fully operational trading enterprise listed on the Equity Shares (transition) category of the Official List and to trading on the Main Market of the London Stock Exchange.

Bowen was set up to pursue opportunities to acquire businesses in the technology innovations market with a main focus on companies which own products or applications relevant to the financial services sector, although it would also evaluate opportunities with applications relevant to other industry sectors. On 22 December 2023, Bowen announced that it had signed a conditional term sheet to acquire a 93.49% interest in MOH.

At the beginning of the year under review, Bowen's financial objectives under its key performance indicators were to improve its balance sheet, commence the process to secure an acquisition and obtain additional funding if required.

On 30 July 2024, Bowen signed a conditional sale and purchase agreement to acquire 97.41% of MOH from Kyosei Bank Co. Ltd ("KBC") for 229,779,093 new ordinary shares in Bowen, subject to necessary resolutions being passed at the general meeting by shareholders, and to re-admission of the Company's shares to trading on the Main Market of the London Stock Exchange. The prospectus, having been approved by the FCA, was published on 31 July 2024.

On 16 August 2024, all resolutions were passed at Bowen's general meeting, approving the acquisition of MOH (which constituted a reverse takeover under the Listing Rules) and on 19 August 2024 the acquisition completed and the Company's shares were re-admitted to trading. On 14 August 2024, Bowen changed its name to MOH Nippon plc and commenced trading under the ticker 'MOH'. The Group includes MOH Nippon Plc and its 97.41% subsidiary MOH.

On consolidation and presentation of the Group's financial position, performance and cash flows, MOH was treated as the accounting acquirer, and the legal parent company, MOHPLC, was treated as the accounting subsidiary, as if MOH had acquired MOHPLC. As a result, and unlike a traditional acquisition, the value of JPY 6,551 million (c. £34.5 million) ascribed to MOH was not capitalised as a non-current asset but instead recorded as shareholders' equity in the consolidated balance sheet.

The Statement of Financial Position as at 31 March 2025 shows the acquisition of MOH by MOHPLC, which occurred on 19 August 2024. The Income Statement, Statement of Financial Position and Statement of Cashflows shows, for the year ended 31 March 2025, the results of MOH with the inclusion of MOHPLC from 19 August 2024. The Income Statement, Statement of Financial Position and Statement of Cashflows at 31 March 2024 are those of MOH on a standalone basis.

In addition, the accounting for the reverse acquisition itself is deemed to be the issue of shares to the original Bowen Fintech Plc shareholders by MOH and this is accounted for as a share-based paymentwhich gives rise to a non-cash charge in the income statement of JPY 1,344 million (£6.9 million), which is included within the reverse acquisition reserve.

The Reverse Acquisition Accountingis described in more detail in note 5 to these financial statements.

MOH is an established crowdfunding services platform in Japan and solution provider for local investors seeking returns from investment into real estate. The head office is located in Tokyo and MOH is regulated under the Real Estate Specified Joint Venture Act ("FTK Act") in Japan. During the period from 2007 to March 2025, MOH successfully solicited investments from 45,543 individual investors in Japan and raised approximately JPY 301.6 billion (c. £1.52 billion) through crowdfunding. During the year ended 31 March 2025, MOH fundraised JPY 24.6 billion.

The Company acquired the shares in MOH from Kyosei Bank Co., Ltd ("KBC"), a privately owned company in Japan, as a result of which, KBC became the 80.69% shareholder of the Company.

To date, MOH has provided services solely to a group of companies owned by KBC. This arrangement has provided MOH with a proprietary pipeline of projects for crowdfunding opportunities, commercialisation and development. 

In addition to traditional real estate asset classes such as residential and commercial, MOH has previously crowdfunded for the revitalisation of traditional agricultural-type farms, the refurbishment of state-of-the-art medical facilities and the revival of traditional cultural parks. MOH has also more recently started to invest directly (through land purchase and development activities) into technology-driven commercial projects, such as cold-chain logistics facilities and has shifted its focus to the development of advanced technology-integrated real estate, such as AI Data Centres. The Group intends to leverage the KBC group's accumulated construction experience to enter the AI Data Centre development business from FY2027.

Following completion of the acquisition, the Directors adopted a strategy to continue to grow and develop the existing operations of MOH, increasing its client base and developing its cold-chain logistics business internationally using the Board's network, with a view to generating value for its shareholders. This strategy may involve additional complementary acquisitions of other businesses in the same or related sectors alongside organic growth.

Business model

The Group operates a three-pillar real-estate finance model that makes institutional-grade property investments accessible to individual investors in Japan while giving the Group recurring and development-linked income:

This structure tackles the four classic barriers to individual real-estate investment in Japan - high initial investment, management burden, poor liquidity and price volatility - by:

·      pooling investors from a minimum JPY 1 million each and delegating all asset management to TSIF;

·      providing an internal secondary market: MOH brokers transfers back to TSIF when investors wish to exit; and

·      using a preferred/subordinated capital stack in which TSIF's subordinated tranche absorbs the first losses, protecting crowdfunders' principal up to the size of TSIF's stake.

Thanks to this model, MOH commands c. 70 % share of Japan's Futoku-hou ("FTK") crowdfunding market - ahead of online rivals such as Cozuchi and Creal.

Market context

The FTK market compounded at 18% CAGR between 1995 and 2020, and further accelerated to 28.65% CAGR between 2020 and 2024, reaching JPY 426.3 billion in FY2024 as retail investors sought yield alternatives in a zero-rate environment. In the last 12-18 months, the property market in Japan has changed significantly, with an increase in foreign investment and a surge in land and property values, so that uplifts in value on traditional real-estate development, previously achieved by MOH, appear challenging. Management believes that the Group will achieve better results by diversifying away from traditional real estate investment into technology-enabled real estate projects such as AI data centres and international growth and diversification.

Competitive advantages

Sticky investor base - 45,543 investors recruited since 2007 until March 2025, with   61% average repeat participation.

Proprietary deal flow - Exclusive pipeline from related KBC entities (TSIF/TSIB) ensures visibility of projects and eliminates origination cost.

Regulatory - One of only 90 licence holders under the FTK Act; licence unaffected by the reverse takeover.

Brand and track record -301.6 billion Yen (c. £1.52 billion) raised across 181 funds with no loss of principal to date

Core Strategic Pillars

1.    Platform-Driven Growth in Japan

MOH operates a regulated crowdfunding platform under the FTK Act in Japan, with a proven track record of raising capital from  45,543 individual investors. Its proprietary MINNADEOOYASAN (Let's all be landlords) platform remains a cornerstone of the Group's operations. The FTK market has compounded at 18% CAGR between 1995 and 2020, and further accelerated to 28.65% CAGR between 2020 and 2024, reaching JPY 426.3 billion in FY2024 as retail investors sought yield alternatives in a zero-rate environment.

The Group aims to maintain this strategy by offering proprietary real estate investment opportunities-particularly in collaboration with related parties TSIB and TSIF, both subsidiaries of KBC, however the Group's focus will be on investments in technology- enabled development projects rather than traditional real-estate.

2.    Expansion into Technology-Enabled Development Projects

In line with its mission to deliver "genuine asset management solutions that bring peace of mind," MOH is actively developing a pipeline of technology-driven projects, including:

·    Cold-chain logistics infrastructure using HybridIce™ technology (via FrostiX Co., Ltd, a KBC group company);

·    A state-of-the-art medical centre; and

·    Cultural regeneration initiatives and entertainment-themed developments.

These projects target rising global demand for sustainable, digitised real assets and the directors believe they position MOH as an innovator in the real estate sector.

3.    International Growth and Diversification

The Group's strategy is to scale beyond Japan in a phased manner:

·    Medium term (1-3 years): Expand into ASEAN markets (e.g., Thailand, Vietnam) where demand for cold-chain infrastructure is accelerating. MOH is planning to shift from traditional real estate development and fundraising to the development of advanced technology-integrated real estate, such as AI Data Centres. KBC Group is currently constructing an AI Data Centre in Kitakyushu, Japan, and MOH intends to leverage the group's accumulated construction experience to enter the AI data centre development business from FY2027.

·    Long term (3+ years): Selectively enter North American, North Africa and European markets, focusing on jurisdictions where MOH can leverage its development expertise, especially in technology-integrated real estate. The Group does not currently intend to enter the UK crowdfunding market at present but remains open to opportunistic acquisitions.

4.    Strengthening ESG and Climate Resilience

The Group is developing a formal ESG and climate strategy. Following a TCFD gap analysis in April 2025, the Group has committed to:

·    Embed climate risk into enterprise risk management;

·    Initiate Scope 1 and Scope 2 emissions assessments;

·    Develop forward-looking sustainability KPIs for monitoring and disclosure; and

·    Integrate ESG considerations into project appraisal and capital allocation.

5.    Capital Efficiency and Organic Growth

The Group seeks to maintain its strong margin profile and cash flow through disciplined project selection and capital-light crowdfunding models. MOH will explore additional acquisition opportunities that enhance platform capabilities, technology infrastructure, or international reach, provided they are accretive and strategically aligned.

Key near-term milestones

·    Sōemon-chō hospitality phase 2 - financial close and crowdfunding launch by end of September 2025.

·    Saipan beachfront resort - land draw-down and ground-breaking anticipated in Q1 2026.

·    Climate baseline - publish inaugural Scope 1 & 2 inventory with reduction targets anticipated in Q4 2025.

Review of Results for the Year Ended 31 March 2025

The financial year ended 31 March 2025 was a transformational period for the Group, as it marked the first year of consolidated reporting following the reverse takeover of MOHPLC in August 2024. The prior year, FY2024, represents MOH's standalone performance prior to acquisition, and serves as the comparative baseline.

Revenue

Fees from Crowdfunding:

Revenue from crowdfunding fees decreased by 74% from JPY 7.4 billion in FY24 to JPY 1.9 billion in FY25 as new projects have been delayed which in turn, halted crowdfunding activities. The reasons for the various delays are detailed under 'Key Projects in Progress'.

Fees from Real Estate Development:

During FY25, MOH successfully completed a joint real estate development project, the Soemon-cho project, with TSIB in Osaka, Japan, generating revenue of JPY 2.1 billion.  In FY24, MOH collaborated with TSIB on the commercialisation, development, and sale of land from the 'Narita No.16 series', 'Narita No.17 series' and 'Narita No.18 series', contributing JPY 3.7 billion in revenue.

Administrative expenses

Administrative expenses for FY25 amounted to JPY2.1 billion, a decrease of 60% compared to JPY 5.4 billion in FY24. Administrative expenses were predominantly composed of advertising and promotional expenses, which totalled JPY1.6 billion (FY24: JPY 4.9 billion), representing approximately 75% of total administrative expense (FY24: 92%). The decrease is aligned with MOH's fewer fundraising activities during the year.

Operating profit

Operating profit for FY25 decreased by 97% from JPY 3.1 billion in FY24 to JPY 82 million in FY25, which was due mainly to the decrease in the revenue from crowdfunding as a result of the delay in new projects.

Loss before tax

In FY25, in addition to delays to projects which resulted in the Group not generating any revenue in the second half of the period under review, Group profitability was significantly impacted by one-off, non-recurring charges related to the reverse acquisition and listing process, including:

·      a non-cash share-based payment charge of JPY 1.3 billion; and

·      reverse takeover expenses of JPY 93 million.

These non-operating items resulted in a consolidated Group loss before tax, despite MOH's underlying operations for the year remaining cash generative and profitable.

Intangible assets- Exclusive sale rights

Intangible assets- Exclusive rights decreased by JPY 8.9 million due to the amortisation over the term of the agreement.

Guarantee deposits

Guarantee deposits increased by JPY 8.9 million represents the unwinding of discount over the term of the agreement.

Trade and other receivables

Trade and other receivables decreased by JPY 0.19 billion, primarily due to the decrease in prepaid advertising expenses.

Amounts due from related parties

As of 31 March, 2025, the balance of amounts due from related parties mainly reflects a second series investment of JPY 1.4 billion in the Soemon-cho project, a JPY 1.5 billion investment in the Saipan project paid to TISB, and advertising expenses receivable of JPY 0.7 billion shared by TSIF.

Cash and cash equivalents

The decrease in cash and cash equivalents is primarily attributable to investments in the Soemon-cho and Saipan projects, along with the settlement of accounts payable totaling JPY 2.5 billion for construction work on Narita Projects #16, #17, and #18.

Trade and other payables

The decrease in trade and other payables resulted from the payment of income tax payable of JPY 1.1 billion and a reduction in advertising activities.

Amounts due to related parties

The decrease in amounts due to related parties is primarily due to the settlement of accounts payable of JPY 2.5 billion for construction work related to Narita Projects #16, #17, and #18.

Key performance indicators

The Directors regularly review financial and non-financial key performance indicators in order to manage the business and measure its performance. These include the following:

(1) Financial key performance indicators

·   Revenue: Total income generated from the sale of goods or services before deducting expenses.

·   YoY revenue per cent.: The percentage change in revenue compared to the same period in the previous year, indicating the growth or decline rate.

·   Normalised EBITDA (earnings before adjusting items, interest, tax, depreciation and amortisation): This metric adjusts EBITDA for unusual or one-time expenses to provide a clearer view of ongoing operational performance.

·   Normalised EBITDA margin: Calculated by dividing normalised EBITDA by revenue, this metric shows the percentage of revenue that represents EBITDA after adjusting for certain items.

·   Gross profit margin: Calculated by dividing gross profit (revenue minus cost of goods sold) by revenue, this metric shows the percentage of revenue that represents gross profit.

·   Normalised net profit margin: Calculated by dividing net profit (revenue minus all expenses including taxes, interest, and depreciation, adjusts for unusual or one-time expenses to provide a clearer view of ongoing operational performance) by revenue, this metric shows the percentage of revenue that represents net profit.

(2) Non-financial key performance indicators

·   Number of new inquiries: monitoring and analysing the number of new inquiries is essential for MOH to assess market demand, drive business growth, and improve customer engagement.

·   Number of new investors: The Directors believe this indicator is crucial for MOH as it directly impacts funding volume, diversification, market validation, network effect, credibility and liquidity.

·   Annual repeat rate and number of repeat investors: These two indicators evaluate customer loyalty, stability, trust, cost-effectiveness, feedback loop and competitive advantage.

·   Number of total investors: the total of number of new investors and number of repeat investors.

·   Average investment per investor: This metric is used to evaluate revenue generation, project success, risk management, investor engagement, competitive positioning and platform growth.

·   Total fundraising amount (preferred investment): This is considered by the Directors to be the main indicator to assess MOH's overall operational performance and success.

Current lack of revenue generation and future outlook

The Group's revenues for the year reached JPY 4.0 billion (c. £20.6 million), albeit that these were generated entirely in the first half of the year. The lack of revenue generation for the second half of the financial year was attributable to the fact that rising inflation, interest rate hikes, a weakened yen, and mounting wage pressures have driven up development and operational costs. As a result, traditional real estate projects are no longer capable of delivering the 7% target return sought by individual investors.  In light of this, the Group is undergoing a business transformation-from traditional real estate development to the development of advanced technology-integrated real estate, such as cold-chain logistics and AI Data Centres. This transition requires time and close cooperation with various partners. In addition to the economic backdrop in Japan affecting the residential property market in general, the invested projects during the period are facing delays that are detailed below.

Key Projects in Progress

1.   Saipan Project - circa JPY 1.5 billion investment

This early-stage development project, based in Saipan, has been jointly acquired and invested in by MOH and TSIB with MOH having invested JPY 1.5 billion to date. The objective of this investment is to establish a premium overseas destination that expands MOH's hospitality footprint and provides long-term revenue diversification. Once operational, the project is expected to generate recurring income through tourism and hospitality services.

Progress: Although the project has experienced delays, the Directors anticipate progress to be made by the end of September. Since April, the Saipan Project has been engaged in ongoing discussions with the government concerning the associated casino license and a bundled auction of hotel assets. These discussions are now in their final stages, with a breakthrough anticipated by mid-October 2025. On the basis that the bid is successfully secured, the project will move forward in line with the rescheduled   timeline planned by a professional consultant retained by the Company. Specifically, land drawdown and groundbreaking for properties with suspended construction are expected to take place no later than Q1 2026. For hotels in the complex that were completed prior to the bid, partial reoperation and income stabilisation are targeted by the end of 2026.

2.   Toretore Project - circa JPY 9 million investment

Toretore Ichiba in Nanki Shirahama is one of the largest seafood markets in western Japan, located in Shirahama Town, Wakayama Prefecture. It boasts a wide variety of products, including freshly caught seafood from local fishing ports, Wakayama's regional specialties, and seasonal vegetables and fruits as well as a variety of restaurants and attractions for families and tour groups.

Through its investment in Toretore Ichiba, MOH aims to leverage the region's abundant marine resources and, by utilising HybridIce technology, developed by FrostiX, establish a cold chain industry originating from Japan. This is MOH's pilot project in developing cold chain logistics.

Progress: the project has been delayed due to negotiations over the use of public land. While an agreement on land use has now been reached, construction is currently on hold due to a surge in building costs. The Directors anticipate that the project will resume by the end of December 2025.

3.   Soemon-cho Project - circa JPY 3.2 billion investment

The funds invested by MOH have been allocated to the redevelopment of a prime commercial property in the Sōemonchō area of Osaka. It is intended that the planned Hard Rock Hotel & Residences, located in Osaka's vibrant Minami district, will feature a bold, rock-inspired exterior and striking neon accents, making it a standout presence in the neighbourhood. Situated at the heart of Sōemonchō, the property is poised to become a landmark and a symbol of this lively entertainment district.

The project aims to transform the site into a high-value, mixed-use development that aligns with MOH's urban hospitality strategy. Over the medium-to-long term, the investment is anticipated to deliver substantial rental income and capital appreciation.

Progress: The first deal has been completed, and the first series investment of JPY 1.8 billion generated JPY 4.0 billion for MOH during the first half of the financial year.

The second series investment for which JPY 1.4 billion has been made by way of a deposit is expected to generate real estate sales revenue of approximately JPY 1.8 billion with repayment of the advance deposit of JPY 1.4 billion, resulting in a total cash inflow of JPY 3.2 billion for MOH at the same time.     

Changes of Board composition

Changes of Board composition are set out on page 40 in the Directors' Report.

Outlook

As we conclude this reporting period and look to the future, it is imperative to acknowledge the enduring economic challenges that continue to shape the global landscape. For the Group, these complexities have been particularly pronounced in our core business of crowdfunding services and real estate investment. Identifying optimal real estate investment opportunities and securing requisite funding for our investment pipeline have presented considerable hurdles amidst prevailing market conditions, characterised by interest rate volatility, inflationary pressures, and a generally cautious investment climate.

Despite these significant challenges, the Board maintains optimism and firmly believes that the most arduous phase of our journey is now behind us. This period has been instrumental in strengthening our organisational foundations, refining our strategic frameworks, and cultivating a more resilient and adaptable enterprise. Our dedicated teams have demonstrated exceptional perseverance, identified innovative solutions and enhanced our operational capabilities to position us favorably for forthcoming opportunities.

We are confident that our strategic pillars will serve as powerful catalysts for sustained growth. Our unwavering commitment to leveraging technology for platform-driven expansion within Japan, coupled with our disciplined pursuit of technology-enabled development projects, will underscore the Group's distinctive market position. Furthermore, our strategic focus on international growth and the enhancement of our ESG and climate resilience initiatives will, in the Directors' view, not only generate long-term value for our shareholders but also contribute positively to the communities in which we operate.

The Board is unified in its conviction that the Group is poised for a promising future. While we anticipate the continued presence of challenges, we are well-equipped with the collective experience, specialised expertise, and resolute determination to navigate them successfully. We will maintain our steadfast focus on disciplined capital allocation, prudent risk management, and the identification of value-accretive opportunities. We look forward to delivering sustainable growth and enhanced shareholder value in the forthcoming years.

SECTION 172 STATEMENT

The Directors confirm that, during the year ended 31 March 2025, they have acted in accordance with their duties under Section 172 of the Companies Act 2006 to promote the success of the Company for the benefit of its members as a whole, while having regard to the wider matters set out in s.172(1)(a)-(f).

This includes consideration of the likely consequences of decisions in the long term, the interests of employees, the need to foster relationships with stakeholders, the impact of operations on the environment and community, maintaining a reputation for high standards of business conduct, and acting fairly between members of the Company.

Strategic decisions

Reverse takeover of MOH (August 2024)

The Board carefully assessed the long-term strategic benefits of acquiring MOH, including access to a high-performing, regulated platform in Japan. Shareholder communication and approvals were sought at a General Meeting, and the transaction was structured to ensure alignment between legacy shareholders and new strategic investors, Kyosei Bank Co., Ltd ("KBC").

Expansion into cold-chain logistics development

The Directors considered macro trends, investor appetite, and ESG impacts in approving capital allocation to the "IceBox" cold-chain initiative. The use of FrostiX HybridIce™ technology reflects a commitment to sustainable infrastructure.

Initiation of TCFD alignment

In response to growing stakeholder interest in climate resilience and responsible business, the Board commissioned a TCFD gap analysis and approved the development of an ESG framework. Scope 1 and 2 emissions disclosures are targeted for FY26, in line with stakeholder expectations and long-term environmental risk mitigation.

Stakeholder Engagement

The Board recognises that effective engagement with key stakeholders is essential for long-term value creation. The following stakeholder groups were identified as material during FY25:

·      Shareholders and Strategic Investors: After re-admission, the Board maintained regular communication via RNS updates, the General Meeting, and meetings with KBC (which became the majority shareholder (80.69%) post-transaction). The Company has also entered into a shareholder relationship agreement with KBC and Mr Kenichi Yanase to regulate the ongoing relationship between the Company and its majority shareholder and to ensure that the business carried on by the Company is managed for the benefit of the shareholders as a whole and independently of KBC and Mr Kenichi Yanase.

·      Employees: Although the UK entity had a minimal headcount at year-end, the Directors engaged with MOH's senior management in Tokyo through site visits and operational briefings. The integration of ESG KPIs into management oversight reflects attention to long-term talent alignment.

·      Platform Investors: The needs of 45,543 + Japanese investors were central to product development decisions. The move to a 10% success fee model and digital enhancements were designed to ensure simplicity, accessibility, and continued trust.

·      Joint Venture Partners (TSIF, TSIB): Project selection and co-investment structures were developed in consultation with key affiliates in the KBC group to ensure alignment and clarity of roles.

·      Regulators: The Board ensured continued compliance with the FTK Act in Japan and UK Listing Rules post-readmission, engaging legal and compliance advisers throughout the reverse takeover process.

·      Wider Community and Environment: In approving new developments, the Board assessed environmental impact, community benefit, and local employment opportunities, and began aligning with climate-risk disclosure best practice.

Governance and Monitoring

The Board receives regular updates on stakeholder engagement and ESG risks through quarterly review meetings. Climate-related KPIs and investor sentiment metrics are expected to be integrated into Board papers during FY26, as part of the evolving governance framework.

TASKFORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURE ("TCFD")

Statement of Non-Compliance

The Group is pleased to release its first integrated TCFD report for the financial year ended 31 March 2025 (FY25). Following the reverse takeover of MOHPLC in August 2024 and the subsequent listing of MOHPLC on the Main Market of the London Stock Exchange on 19 August 2024, the Group entered a significant transitional phase. Our primary focus for FY25 has been to effectively integrate the operations and governance structures of MOHPLC and MOH. Given the timing of the reverse takeover, the integration of climate-related considerations across the business is in its early stages and is still under development. However, we recognise the importance of addressing climate-related risks and opportunities across the business and remain committed to developing the internal processes required to fully comply with the recommendations set forth under UKLR22.2.24R. Further, we recognise the need for transparency on climate-related issues by investors and other stakeholders and aim to provide the necessary assurances in this report and going forward. The following sections of the report communicate our progress to date, as well as our plans to enhance the Group's alignment with the TCFD disclosure requirements in future years. Currently, the Group is reporting on an 'explain' basis for all 11 TCFD disclosure requirements. The Company aims to develop a comprehensive action plan for compliance in the future years and timelines for this are documented in the table below.

TCFD Recommendations

In 2017, the Financial Stability Board (FSB) created the Task Force on Climate-related Financial Disclosures to support market transparency on climate-related risks and opportunities. This was followed by the release of the TCFD disclosure recommendations, serving as a framework to support companies with accurate and timely disclosures of climate-related risks and opportunities.  The TCFD disclosure recommendations are structured around four key pillars, outlined below, and supported by 11 recommended disclosures. In 2023, the Task Force on Climate-related Financial Disclosures disbanded, with the IFRS Foundation taking over the monitoring of companies' progress against climate-related disclosures. As a result, the TCFD recommendations have been fully incorporated into the ISSB Standards, specifically IFRS S2, structured around the same core pillars.

TCFD Pillar-Based Summary

PRINCIPAL RISKS AND UNCERTATINIES

Board Oversight and Risk Governance

The Board has overall responsibility for determining the Group's risk appetite and ensuring that risk is effectively managed across the organisation. The Audit & Risk Committee supports the Board in monitoring the effectiveness of the risk management framework and internal control systems.

During the year, the Board reviewed the Group's principal risks and emerging threats, including financial, operational, regulatory, and ESG-related risks. The Board is satisfied that appropriate processes are in place to identify, assess, and manage these risks and we believe it is crucial for us to have a thorough understanding of how uncertainty affects our business objectives. Accordingly, next year, we are looking to continue our work on risk management, particularly focusing on identifying, assessing, and mitigating potential risks that could impact our strategic objectives.

The Group's business activities expose it to a variety of risks, being foreign investment and exchange risks, finance risks and strategic risks. To help address the above risks, the Company has retained the services of consultants and third-party advisers who are, together with the Directors, working to develop appropriate actions, such as hedging policies, to manage and mitigate these risks where possible.

Risk management

The proactive management of risk remains a priority for the Group to help sustain the success of the business in the future. There is a range of potential risks and uncertainties that could have a material impact on the Group's performance. The objective of our risk management framework is to support the business in meeting its strategic and operational objectives through the identification, monitoring and appropriate treatment of risks within clearly defined risk appetite levels for each risk category.

Risk management framework

Board - Overall responsibility for the risk management framework. Defines the Group's Risk Management Policy, sets risk appetite levels for each risk category and provides leadership on the Group's risk culture.

Audit & Risk Committee - Provides oversight, challenge and independent assurance on the risk management framework.

Management - Day to day operational management of risk following Group policies and embedded reporting procedures

Risk management process

To identify the risks, the Board consider the Group's strategic objectives and what might stop the Group achieving them over the three-year period. The Board combines a top-down strategic view with a bottom-up operational view of risks.

To assess the risks, the executive management considers the potential financial, reputational, regulatory or operational impact, as well as the probability of them materialising within the Group's three-year outlook period.

To manage our risks, ownership is assigned at all levels. Management is responsible for putting appropriate actions, controls, and procedures in place to manage and monitor their identified risks and to verify that the controls operate effectively.

To effectively monitor our risks, management regularly reviews the effectiveness of its mitigation plans. Executive management and the Board review the nature, likelihood and impact of the Group's principal risks. This includes mitigating actions to ensure that these risks are proactively managed. The Audit & Risk Committee reviews the risk assessment process and monitors the risks and level of controls in place.

Financial Risk Management

We place the utmost importance on financial risk management. It is essential to our long-term sustainability and our ability to continue growing our business. We are aware that our stakeholders expect judicious management of our financial resources. We carefully manage our cash and resources accordingly, ensuring that we are well-positioned to meet our objectives.

Our approach to financial risk management is underpinned by a comprehensive understanding of the various types of risks, including market, credit, and operational risks. This approach supports us in safeguarding the Group's resources and ensuring the stability of cash flows, which is crucial for capitalising on growth opportunities and delivering value to our shareholders.

The Group's activities expose it to a variety of financial risks, mainly credit risk and liquidity risk.

a)    Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. Credit risk arises from cash balances (including bank deposits, cash and cash equivalents) and credit exposures to trade receivables. The Group's maximum exposure to credit risk is represented by the carrying value of cash and cash equivalents and other receivables.

Management has established a credit policy under which each new customer is analysed for creditworthiness before standard payment terms and conditions are offered. Credit limits are reviewed on a regular basis.

Trade receivables

Customer credit risk is managed at the business unit level in accordance with the Group's established policies, procedures, and controls. Each customer's credit quality is evaluated using a comprehensive credit rating scorecard, and individual credit limits are set based on this assessment. Outstanding receivables are monitored on an ongoing basis.

The Group applies the general approach under IFRS 9 to measure expected credit losses (ECLs) on trade receivables and amounts owed from related companies. An impairment assessment is conducted at each reporting date considering both qualitative and quantitative information.

ECLs are calculated using a combination of:

·    Probability of Default (PD)

·    Loss Given Default (LGD)

·    Exposure at Default (EAD)

The Group uses internally developed models and adjusts historical loss experience to estimate PDs and LGDs, incorporating reasonable and supportable forward-looking information.

Receivables are considered to be in default when there is evidence that the debtor is unlikely to pay, or when payments are more than 90 days past due without reasonable justification.

The maximum exposure to credit risk at the reporting date is the carrying amount of each class of financial assets disclosed in Note 25. The Group considers the concentration of credit risk to be low, given the broad geographic and industry diversification of its customer base, which operates across largely independent markets.

Excessive risk concentration

Concentrations of risk arise when multiple counterparties operate within similar business sectors, geographic regions, or share economic characteristics that could similarly impact their ability to meet contractual obligations under changing economic, political, or other conditions. Such concentrations highlight the Group's exposure to developments within specific industries.

To mitigate excessive risk concentrations, the Group adheres to policies and procedures designed to maintain a well-diversified portfolio. Identified credit risk concentrations are actively monitored, controlled, and managed.

b)    Liquidity Risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting obligations associated with financial liabilities. The responsibility for liquidity risks management rest with the Board of Directors, which has established appropriate liquidity risk management framework for the management of the Group's short term and long-term funding risks management requirements. During the period under review, the Group has not utilised any borrowing facilities. The Group manages liquidity risks by maintaining adequate reserves by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

There is a liquidity risk relating to other payables and accruals, which are due within a year. The Group monitors its risk of a shortage of funds using a cashflow forecasting tool which considers the maturity of both its financial liabilities and financial assets and projected cashflows from any other activities.

c)    Market risk

Market risk arises from the Group's use of interest-bearing financial instruments. It is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in interest rates (interest rate risk) or foreign exchange rates (foreign exchange risk).

The sensitivity analyses presented in the following sections pertain to the financial position as at 31 March 2025 and 2024. These analyses have been prepared on the assumption that the level of net debt and the proportion of financial instruments denominated in foreign currencies remain unchanged.

i.      Interest rate risk

The Group's interest-bearing assets comprise of only cash and cash equivalents. As the Group's interest-bearing assets do not generate significant amounts of interest; changes in market interest rates do not have any significant direct effect on its income.

ii.     Foreign exchange risk

Foreign exchange risk arises from adverse movements in currency exchange rates. The Group, which had during the year to 31 March 2025 its functional currency as Japanese Yen, was exposed to minimal levels of foreign exchange risk during the period as there was no material cost in any other currency.

At the reporting date, the Group did not have any foreign currency denominated assets and liabilities.

The majority of the Group's financial assets are held in JPY but movements in the exchange rate of the GBP Sterling have an impact on both the result for the year and equity.

Principal Risks and Uncertainties

The principal risks and uncertainties of the Group are described below. The Directors monitor and update their assessment of principal risks and uncertainties on an ongoing basis in the context of economic landscape and global geo-political events.

Strategic Report approval

The Strategic Report on pages 5 to 18 was approved by the Board of Directors and signed on its behalf by:

Chiaki Takahashi

Non-Executive Chairman

5 September 2025