Final Results and Restoration in Trading

MobilityOne Limited

29 September 2026

 

29 September 2026

MobilityOne Limited

(“MobilityOne”, the “Company” or the “Group”)

Audited results for the year ended 31 December 2025

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 2025.

MobilityOne's Annual Report and Accounts for the year ended 31 December 2025 (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, 29 September 2026.

The Company's AGM will be held at 4.00 p.m. (Malaysia time) on 22 October 2026 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     [phone]

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

[e-mail]

Allenby Capital Limited

(Nominated Adviser and Broker)    [phone]

Nick Athanas / Vivek Bhardwaj

Chairman’s Statement

For the year ended 31 December 2025

Introduction

The Directors today present the audited consolidated financial statements for MobilityOne Limited for the financial year ended 31 December 2025 (“FY2025”).

The Group’s revenue increased by 2.55% to £236.10 million in FY2025 (FY2024: £230.23 million), primarily due to favourable foreign exchange movements. However, when measured in Malaysian Ringgit, the Group’s revenue declined by 3.9%. This decline was mainly attributable to lower contributions from the Group’s core products and services in its main market of Malaysia, including mobile prepaid airtime reloads and bill payment services conducted through the Group’s banking channels, namely mobile and internet banking platforms. However, sales generated through the Group’s electronic data capture (“EDC”) terminals, payment gateway services, third-party e-wallet applications, and e-money services in Malaysia increased during the financial year.

The Group’s international remittance services in Malaysia recorded higher transaction volumes in FY2025 compared with the previous financial year. Revenue from this segment increased by 37.4% in FY2025, driven by growing demand for cross-border money transfer services and the Group’s continued efforts to enhance its remittance platform.

In FY2025, the Group recorded a loss after tax of £4.88 million, compared with a loss after tax of £3.45 million in FY2024. The higher net loss was primarily attributable to the impairment loss of approximately £1.91 million recognised on the Group’s investment in an associate company, namely Hati International Sdn Bhd (“Hati”) during the financial year. Notwithstanding the higher reported net loss, the Group achieved several improvements in its underlying financial performance during the year which included an improvement in the Group’s gross profit margin, lower administrative and marketing expenses and a reduction in the Group’s share of losses from its 49%-owned associate company, Sincere Acres Sdn Bhd (“Sincere”) and Sincere’s wholly-owned subsidiary, Hati, a healthcare information systems provider in Malaysia.

In Brunei, the Group obtained regulatory approval during FY2025 from Brunei’s central bank to operate electronic payment services, merchant acquiring services, and account services. While the Group remains optimistic about the future growth potential of its Brunei operations, the contribution from Brunei in FY 2025 remained insignificant relative to the Group’s overall business operations.

As previously announced, the Group has ceased exploring new business opportunities in the Philippines and has discontinued its operations there.

As at 31 December 2025, the Group had cash and cash equivalents (excluding other financial assets comprising fixed deposits with maturities exceeding three months) of £3.43 million compared with £3.98 million as at 31 December 2024. Secured loans and borrowings from financial institutions increased to £7.38 million as at 31 December 2025 (31 December 2024: £7.07 million), mainly for the working capital requirements.

Review of activities and outlook

The Group’s business activities are predominately in Malaysia. The Central Bank of Malaysia reported that the Malaysian economy expanded by 5.7% in the first half of 2026, driven mainly by continued domestic demand and robust exports. Household spending was supported by steady income growth and ongoing policy support.

As a small and open economy, Malaysia will inevitably face both direct and indirect impact from the ongoing geopolitical conflict in the Middle East. Higher energy prices, supply chain disruptions, and heightened uncertainty are expected to weigh on the external environment. Nevertheless, the Malaysian economy is expected to remain resilient for the remainder of 2026, with growth expected to come in within the range of 4% - 5%, supported by steady domestic demand and continued expansion in its export performance.

Mobile phone prepaid airtime reloads and bill payments continued to be the main business activities for the Group in the period under review. The Group’s international remittance business is expected to grow further with the addition of new partners like bKash, a leading mobile financial services provider in Bangladesh. The Group’s focus on retail electronic payments business which covers both physical and online merchants is also expected to grow steadily by increasing acceptance of more payment types. 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 associate 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. However, there are challenges with the development of Hati as set out in this statement and as such there has been an impairment loss of approximately £1.91 million recognised on Hati in FY25 reflecting the challenges and the risks associated with the future prospects of Hati.

The following are major events, which are anticipated to have a material impact on 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 the 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 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 is to 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. 

On 23 March 2026, TETE received a Notice of Effectiveness from the SEC declaring that the proxy statement and prospectus in relation to the Merger Exercise has been approved by the SEC and at the extraordinary general meeting of the shareholders of TETE held on 30 March 2026, all resolutions on the Merger Exercise were duly passed. On 27 August 2026, the Group announced that TETE had filed a Form 8-K report notifying that the deadline to complete the Merger Exercise has been extended to 20 February 2027.  Notwithstanding Nasdaq has approved the Merger Exercise, TETE has not decided when the Merger Exercise will complete. The Group expects the Merger Exercise will complete and to receive the first payment of the consideration of RM40.0 million (c. £6.84 million) in cash soon, which will represent a positive and material financial development for the Group, including the Group’s future financial position, business operations and growth initiatives.

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 the earlier of: (i) 31 October 2026; or (ii) 7 days from date of receipt of consideration of RM40.0 million (c. £6.84 million) in cash for the Disposal. 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.

Hati has been the subject of a winding up petition in Malaysia and an order to wind up Hati was granted by the High Court in Malaysia on 5 December 2025. The Board understands that the winding up petition relates to outstanding loans made by three private individuals to Hati in 2021 that remain unpaid. These loans relate to a period of time prior to Hati becoming an associate company of M1 Malaysia. On 18 December 2025 the solicitors representing Hati filed a notice of appeal to the Court of Appeal in Malaysia challenging the winding up order. In addition, Hati instructed its solicitors to proceed with filing in the High Court in Malaysia a stay of execution of the winding up order pending the outcome of the appeal at the Court of Appeal in Malaysia. Notwithstanding the litigation, Hati's operations remain unaffected at this current time.

3.             The digital bank in Labuan, Malaysia

On 31 December 2025, the Group announced that M1 Malaysia had received a conditional approval from Labuan Financial Services Authority ("Labuan FSA") for M1 Malaysia to establish a subsidiary in Labuan, namely MBO Bank (Labuan) Limited ("MBO Bank"), to carry on Islamic digital banking business in Labuan, Malaysia. The conditional approval is subject to, inter alia, MBO Bank having sufficient capital reserves, strong corporate governance and other strict operational and prudential requirements in place as stipulated by the Labuan FSA. Notwithstanding this, the Group has started the preparatory work for MBO Bank to meet the required conditions. As of currently, some of the conditions remained outstanding, although the Group anticipates fulfilling these conditions by the end of this year.

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 by establishing strategic collaborations with local banking partners to enhance merchant onboarding and payment acceptance capabilities. The Group has also connected to Touch 'n Go, Malaysia's largest eWallet player for payment acceptance, a move that will further strengthen the Group’s transactional ecosystem. Moving forward, the Group’s primary driver of growth in the electronic payment system will be the cross-border and cross-channel adoption of eWallet payments. This strategy directly capitalises on the massive momentum highlighted in RFI Global’s How the World Pays in 2025 report, highlighting eWallet usage’s growing trend globally (Source: https://rfi.global/how-the-world-pays-in-2025-global-trends-by-generation-and-market/).

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 and also usage for online payment.

(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 the SWIFT network is still underway, the Group’s collaboration with bKash, the largest mobile financial services provider in Bangladesh, and Mastercard Send have enhanced the Group’s product offerings, enabling faster and more secure cross-border transactions.

To accelerate the Group’s business expansion, the Group has further enhanced its internal controls and system capabilities. This foundation allows the Group to explore collaborative engagements with other licensed money services businesses, enabling them to channel their transaction volumes through the Group’s system as an international remittance intermediary. Through this model, they can achieve substantial cost savings while gaining immediate access to more transaction corridors that were previously unavailable to them.

(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.

(5) Digital banking business

The intention for MBO Bank is to offer a full suite of offshore financial services, including digital deposits, Islamic financing, cross-border corporate and other digital banking solutions under the Labuan FSA regulatory framework to be delivered through a Shariah-compliant platform to international clients. Labuan serves as an offshore financial centre, offering digital financial solutions for offshore entities and is currently actively promoting Islamic digital banking through specific regulations to capitalise on global trends. As the broader digital banking platform market is expanding, the Group's Islamic digital banking operations, on the basis that MBO Bank can satisfy all the conditions of approval from Labuan FSA, would benefit from these worldwide trends in the long run.

The Group anticipates a challenging business environment and remains cautious about the outlook for the remainder of 2026. Nonetheless, the first payment of RM40.0 million (c. £6.84 million) in cash for the Disposal will represent a positive and material financial development for the Group, including the Group’s future financial position, business operations and growth initiatives.

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. 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 marketing campaigns to capture greater market share while optimising foreign exchange and fee structures to improve margins.  In addition, the Group has formed 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.

For MBO Bank, the Group is working towards meeting the required conditions to commence the digital banking operations and the Board believes that there is a good potential for this digital platform to drive long-term value for the Group.

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: 28 September 2026

Report of the Directors

For the year ended 31 December 2025

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 2025.

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 31.12.2025		Year ended 31.12.2024
	£		£
Revenue	236,104,967		230,227,323
Gross Profit	13,201,748		11,103,811
Operating loss	(1,582,922)		(2,601,352)
Loss before tax	(4,731,108)		(3,497,382)
Net loss for the year	(4,875,862)		(3,446,586)

Revenue

The Group's revenue increased by 2.55% from £230.23 million in FY2024 to £236.10 million in FY2025. The increase was primarily attributable to favourable foreign exchange movements during the year. However, when measured in Malaysian Ringgit, the Group's revenue declined by 3.9%, reflecting lower contributions from the Group's core products and services in Malaysia, including mobile prepaid airtime reloads and bill payment services conducted through the Group's banking channels, namely mobile and internet banking platforms. This decline was partially offset by higher sales generated through the Group's electronic data capture ("EDC") terminals, payment gateway services, third-party e-wallet applications, and e-money services.

Gross profit

Gross profit increased by 18.9% from £11.10 million in FY2024 to £13.20 million in FY2025. The increase was mainly attributable to a marginal improvement in the Group's gross profit margin, supported by a more favourable product and service mix. As a result, gross profit growth outpaced revenue growth during the financial year.

Operating loss

The Group's operating loss reduced by 39.1%, from £2.60 million in FY2024 to £1.58 million in FY2025. The improvement was mainly driven by the higher gross profit achieved during the year, coupled with tighter control over administrative and marketing expenses. The Group's continued focus on cost management and operational efficiency contributed positively to the reduction in operating losses.

Loss before tax

Despite the improvement in operating performance, the Group's loss before tax increased by 35.3%, from £3.50 million in FY2024 to £4.70 million in FY2025. The increase was principally attributable to an impairment loss of approximately £1.92 million recognised on the Group's investment in an associate company, namely Hati, during the financial year.

Net loss for the year

The Group recorded a net loss of £4.88 million in FY2025, compared with a net loss of £3.45 million in FY2024, representing an increase of 41.5%. The higher net loss was mainly attributable to the impairment loss of approximately £1.91 million recognised on the Group's investment in an associate company, namely Hati, during the financial year.

Notwithstanding the higher reported net loss, the Group achieved several improvements in its underlying financial performance during the year. These included an improvement in gross profit margin, lower administrative and marketing expenses and a reduction in the Group's share of losses from its 49%-owned associate company, namely Hati.

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. As announced by the Group on 27 August 2026, the deadline to complete the Merger Exercise was further extended to 20 February 2027. Notwithstanding Nasdaq has approved the Merger Exercise, TETE has not decided when the Merger Exercise will complete. The Group expects the Merger Exercise will complete and to receive the first payment of the Cash Consideration soon. The receipt of the Cash Consideration will represent a positive material financial development for the Group. However, any delay to the receipt of the Cash Consideration will negatively impact management’s expectations for the Group’s future financial position and business operations.

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 earlier of: (i) 31 October 2026; or (ii) 7 days from date of receipt of the Cash Consideration from the Merger Exercise.

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 payment of the Cash Consideration is delayed 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 potentially back to the Vendor or to any other interested third parties or to secure additional funding.

Please refer to Note 17 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 2025 was £4,832,440 (2024: £3,378,253) which has been transferred to reserves. No dividends will be distributed for the year ended 31 December 2025.

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 2025 in the ordinary shares of the Company, were as follows:

Ordinary shares of 2.5p each

	Interest at 31.12.25	% 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 (a Director and Deputy Chief Executive Officer of the Company) 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 25 September 2026, 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
Peel Hunt Partnership Limited <PMPRINC> Pershing Nominees Limited <XBCLT>	6,075,618 4,987,300*	5.72 4.69
Interactive Investor Services Nominees Limited <SMKTNOMS>	3,500,964	3.29

*  Including 1,800,000 ordinary shares and 1,943,000 ordinary shares in the Company held by 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. £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 in the 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 27 August 2026 that the deadline to complete the Merger Exercise was extended to 20 February 2027. Notwithstanding Nasdaq has approved the Merger Exercise, TETE has not decided when the Merger Exercise will complete. The Group expects the Merger Exercise will complete and to receive the first payment of the consideration of RM40.0 million (c. £6.84 million) in cash soon, which will represent a positive and material financial development for the Group, including the Group’s future financial position, business operations and growth initiatives.

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 earlier of: (i) 31 October 2026; or (ii) 7 days from date of receipt of the consideration for the Disposal. 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

The audit registration of Kreston Reeves LLP was transferred on 6 October 2025 to Kreston Reeves Audit LLP. Kreston Reeves Audit LLP was formally appointed on 13 October 2025 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 Audit LLP as the Company's auditor will be proposed at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

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

Dato’ Hussian @ Rizal bin A. Rahman

Chief Executive Officer

Date: 28 September 2026

Board of Directors

Abu Bakar bin Mohd Taib

(Non-Executive Chairman)

Abu Bakar bin Mohd Taib, a Malaysian aged 73, 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 64, 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 55, 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 55, 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 57, 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 Board considers 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 2025.

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 2025.

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 fulfil 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 2025 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 2025, the Company held six Board meetings.

Board and committee meetings

Attendances of Directors at Board and committee meetings convened in 2025 are set out below:

	Board Meetings Attended	Audit Committee Meeting Attended	Remuneration Committee Meeting Attended
Number of meetings in year	6	2	1
Abu Bakar bin Mohd Taib	6	2	1
Dato’ Hussian @ Rizal bin A. Rahman	6	N/A	N/A
Derrick Chia Kah Wai	6	N/A	N/A
Seah Boon Chin	6	2	1
Azlinda Ezrina Binti Ariffin	6	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 2025.

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.

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 to ensure that they continue to be effective and committed to the role. All Directors meet to discuss the performance evaluation together.

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 stand for re-election at the AGM on a yearly basis. During the year, the Non-executive Directors are responsible for informally reviewing the Executive 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 its existing remuneration policy which is aligned with shareholders’ interests of creating shareholder value. All the employees of the Group are 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.

The members of the Remuneration Committee are all the three Non-executive Directors. Abu Bakar bin Mohd Taib chairs the Remuneration Committee and the 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 Board is undertaking a review of the Company’s remuneration policy and intends to follow the best practice under the QCA Code starting next year by submitting the remuneration policy for a non-binding advisory vote at the Company’s AGM for the financial year ending 31 December 2026 and thereafter as and when material changes to the policy are proposed. In addition, the Board intends to include the remuneration report in the annual report and accounts for the financial year ending 31 December 2026. The information on the Directors’ remuneration for year 2025 can be found in Note 4 of the Company’s financial statements for the year ended 31 December 2025.

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

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 2025 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 2025 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 2025;
• the Group’s and Parent Company’s financial statements have been properly prepared in accordance with International Financial Reporting Standards (“IFRSs”) as adopted by the United Kingdom; and
• the financial statements of MobilityOne Limited, 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 14 companies within the Group of which only 6 have been identified as being individually significant to the Group audit, with the remaining 9 having minimal assets and revenue, and being deemed to be immaterial in aggregate.

Our scoping considerations for the Group audit was based both on financial information and risk. In total we have identified 6 distinct and significant components within the Group financial statements.

Group company name	Audit work performed
MobilityOne Limited	Full review of component auditor work papers on material areas
MobilityOne Sdn Bhd	Full review of component auditor work papers on material areas
OneTransfer Remittance Sdn Bhd	Full review of component auditor work papers on material areas
One Tranzact Sdn Bhd	Full review of component auditor work papers on material areas
M1 Merchant Sdn Bhd	Audit of material areas to the Group being: Other receivables, other payables and Cash and cash equivalents
M1 Pay Sdn Bhd	Audit of material areas to the Group being: Bank
Sincere Acres Sdn Bhd (Associate)	Full review of component auditor work papers on material areas

Involvement of a component auditor

We have involved Urbach Hacker Young (UHY) Malaysia in the conduct of the Group audit for the year ended 31 December 2025. 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 revised 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	£257,700 (2024: £203,300)	£39,720 (2024: £39,720)
Basis for determining materiality	2% of Gross Profit (2024: 2% of Gross Profit)	2% of Gross Assets (2024: 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	£193,300 (2024: £152,500)	£31,775 (2024: £29,800)
Basis for determining performance materiality	75% of materiality (2024: 70% of materiality)	80% of materiality (2024: 70% of materiality)
Reporting threshold	£12,885 (2024: £10,200)	£2,000 (2024: £2,000)
Basis for determining reporting threshold	5% of materiality (2024: 5% of materiality)	5% of materiality (2024: 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 component was between £31,775 and £144,975.

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 Investment in Associate - £2,501,223 (2024: £4,606,344)
Significance and nature of the key audit matter The investment in associate of £2,501,223 (2024: £4,606,344) makes up a significant proportion of the consolidated statement of financial position, making it one of the most significant components of the financial statements. In addition, an impairment loss of £1,908,631 (2024: nil) was recognised in the current year. 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 and recognise any impairment loss 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 assessed the appropriateness of the calculations prepared by management and reconciled key input data to audit evidence. We have challenged the reasonableness of key assumptions based on our knowledge and understanding of the business and industry. We have reviewed management’s plans for future operating cash flows of the associate. We have reviewed the basis upon which management have performed their impairment assessment, and the disclosures they have made in relation to the investment with the involvement of our valuation team.
Key observations We have no concerns over the material accuracy of the valuation/ impairment of the investment in associate value recognised in the financial statements.

Material uncertainty relating to going concern

We draw attention to Note 2 to the financial statements which indicates that the Group is dependent on future funding to support its business objectives and the settlement of a consideration payable in relation to Hati, which is currently due approximately one month from the date of this report.  The funding is expected to be received after the completion of a merger exercise, or if the funding cannot be received before the settlement due date, the Group is expected to apply for a further extension of the consideration payable due date.  The timing of completion of the merger exercise and the further extension of the consideration payable due date if required are uncertain. These conditions, taken together, indicate that a material uncertainty exists that may cast significant doubt on the Group and Parent Company’s ability to continue as a going concern.

Our opinion is not modified in respect of this matter. The financial statements have been prepared on the going concern basis, which we consider to be appropriate, and we consider that the related disclosures appropriately describe the principal events or conditions giving rise to the material uncertainty and management’s plans to address them.

In auditing the financial statements, we have considered the directors’ assessment of the Group and Parent Company’s ability to continue as a going concern, including the appropriateness of the going concern basis of accounting and the related disclosures.

We performed the following audit procedures:

• We have requested and challenged management as to the timing of the funding upon completion of the merger in line with the agreements they have in place to concluded whether the cashflow will incur, and the ability to apply for a further extension of the consideration payable due date if required within the next 12 months.
• We performed sensitivity analysis to assess the level of working capital headroom should key assumptions be less favourable than included in management’s model.
• We considered post year end performance data available, including the group’s future commitments, to gain additional assurance over the effectiveness of management’s intention to remain as a going concern.
• We have reviewed and audited the groups Cashflow workings and forecasts for reasonableness.
• We have reviewed forecast sales to signed contracts to verify the reasonableness of the forecast prepared.

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 13), 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 Alternative Investment Market (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 IFRSs as adopted by the European Union. 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 Parent 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 Parent 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 Parent Company and the Parent 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 Audit LLP 

Statutory Auditor

London

Date: 28 September 2026

Consolidated Income Statement

For the year ended 31 December 2025

		2025		2024
	Note	£		£
Revenue	5	236,104,967		230,227,323
Cost of sales		(222,903,219)		(219,123,512)
GROSS PROFIT		13,201,748		11,103,811
Other operating income		374,227		55,303
Operating expenses		(14,334,114)		(13,254,014)
Other operating expenses		(391,912)		(334,262)
Net loss on financial instruments		(432,871)		(172,190)
OPERATING LOSS		(1,582,922)		(2,601,352)
Finance income		42,281		46,246
Finance costs	6	(953,904)		(357,380)
Impairment loss on investment
in associates	17	(1,908,631)		-
Share of post-tax loss of equity
accounted associates	17 (c)	(327,932)		(584,896)
LOSS BEFORE TAX	7	(4,731,108)		(3,497,382)
Tax	8	(144,754)		50,762
LOSS FROM CONTINUING
OPERATIONS		(4,875,862)		(3,446,620)
Gain on disposal of subsidiary		-		34
LOSS		(4,875,862)		(3,446,586)
Attributable to:
Owners of the parent		(4,871,876)		(3,446,067)
Non-controlling interests		(3,986)		(519)
		(4,875,862)		(3,446,586)
LOSS PER SHARE
Basic earnings per share (pence)	10	(4.583)		(3.242)
Diluted earnings per share (pence)	10	(4.583)		(3.242)

The notes form part of these financial statements

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2025

		2025		2024
		£		£
LOSS FOR THE YEAR		(4,875,862)		(3,446,586)
OTHER COMPREHENSIVE LOSS
	Items that are or may be reclassified subsequently to profit or loss
Foreign currency translation		43,422		68,333
TOTAL COMPREHENSIVE LOSS		(4,832,440)		(3,378,253)
Total comprehensive loss attributable to:
Owners of the parent		(4,830,072)		(3,377,170)
Non-controlling interests		(2,368)		(1,083)
		(4,832,440)		(3,378,253)

The notes form part of these financial statements

Consolidated Statement of Changes in Equity

For The Year Ended 31 December 2025

	Attributable to Owners of the Parent
	Non-Distributable																Distributable
													Foreign
									Reverse					Currency											Non-
	Share				Share				Acquisition					Translation			Accumulated								controlling				Total
	Capital				Premium				Reserve					Reserve			Losses				Total				Interests				Equity
	£				£				£					£			£				£				£				£
At 1 January 2025	2,657,470				909,472				708,951					572,484			(4,948,315)				(99,938)				(14,417)				(114,355)
Comprehensive loss
Loss for the year	-				-				-					-			(4,871,876)				(4,871,876)				(3,986)				(4,875,862)
Foreign currency translation	-				-				-					43,422			-				43,422				1,618				51,409
Total comprehensive loss
for the year	-				-				-					43,422			(4,871,876)				(4,828,454)				(2,368)				(4,830,822)
At 31 December 2025	2,657,470				909,472				708,951					615,906			(9,820,191)				(4,928,392)				(16,785)				(4,945,177)

	Attributable to Owners of the Parent
	Non-Distributable								Distributable
					Reverse		Foreign Currency							Non-
	Share Capital		Share Premium		Acquisition Reserve		Translation Reserve		Accumulated Losses		Total			controlling Interests				Total Equity
	£		£		£		£		£		£			£				£
At 1 January 2024	2,657,470		909,472		708,951		504,151		(1,502,248)		3,277,796			(13,334)				3,264,462
Comprehensive loss
Loss for the year	-		-		-		-		(3,446,067)		(3,446,067)			(519)				(3,446,586)
Foreign currency translation	-		-		-		68,333		-		68,333			(564)				67,769
Total comprehensive loss for the year	-		-		-		68,333		(3,446,067)		(3,377,734)			(1,083)				(3,378,817)
At 31 December 2024	2,657,470		909,472		708,951		572,484		(4,948,315)		(99,938)			(14,417)				(114,355)

Share capital is the amount subscribed for shares at nominal value.

Share premium represents the excess of the amount subscribed for share capital over the nominal value of the respective shares net of share issue expenses.

The reverse acquisition reserve relates to the adjustment required by accounting for the reverse acquisition in accordance with IFRS 3.

The Company’s assets and liabilities stated in the Statement of Financial Position were translated into Pound Sterling (£) using the closing rate as at the Statement of Financial Position date and the Income Statements were translated into £ using the average rate for that period. All resulting exchange differences are taken to the foreign currency translation reserve within equity.

Accumulated losses represent the cumulative earnings of the Group attributable to equity shareholders.

Non-controlling interests represent the share of ownership of subsidiary companies held outside the Group.

The notes form part of these financial statements

Consolidated Statement of Financial Position

As at 31 December 2025

											2025							2024    (As Restated)
	Note										£							£
ASSETS
Non-current assets
Intangible assets	11										499,981							563,157
Property, plant and equipment	12										393,665							469,344
Investment property	13										254,945							253,879
Right-of-use assets	14										180,446							281,179
Loan Receivables	16					106,445											203,139
Investment in associate	17					2,501,223											4,606,344
Other investment						11,919												11,569
									3,948,624									6,388,611
Current assets
Inventories	18					1,378,588											1,286,853
Trade and other receivables	15					4,110,307											3,486,817
Loan Receivables	16					1,682,554											1,229,069
Other financial assets	19										641,186							520,399
Tax recoverable											5,001							174,895
Cash and cash equivalents	20										3,431,859							3,979,183
											11,249,495							10,677,216
TOTAL ASSETS											15,198,119							17,065,827
SHAREHOLDERS’ EQUITY
Equity attributable to owners of the parent:
Called up share capital	21										2,657,470							2,657,470
Share premium	22										909,472							909,472
Reverse acquisition reserve	23										708,951							708,951
Foreign currency translation reserve	24										615,906							572,484
Accumulated losses	25										(9,820,191)							(4,948,315)
Shareholders’ equity											(4,928,392)							(99,938)
Non-controlling interests											(16,785)							(14,417)
TOTAL EQUITY											(4,945,177)							(114,355)
										2025						2024
			Note							£						£
LIABILITIES
Non-current liabilities
Loans and borrowings - secured			26							180,419						186,642
Lease liabilities			14							130,401						162,115
Deferred tax liabilities										476						774
										311,296						349,531
Current liabilities
Trade and other payables			27							7,398,668						4,791,639
Deferred consideration due			17							5,134,129						4,983,537
Amount due to Directors			28							43,013						51,832
Loans and borrowings - secured			26							7,202,915						6,890,030
Lease liabilities			14							53,275						113,613
										19,832,000						16,830,651
Total liabilities										20,143,296						17,180,182
TOTAL EQUITY AND LIABILITIES										15,198,119						17,065,827

The financial statements were approved and authorised by the Board of Directors on 28 September 2026 and were signed on its behalf by:

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

Dato’ Hussian @ Rizal bin A. Rahman

Chief Executive Officer

The notes form part of these financial statements

Consolidated Statement of Cash Flows

For the year ended 31 December 2025

		2025		2024
	Note	£		£
Cash flow from/ (used in) operating activities
Cash flow from/ (used in) operations	30	532,405		(1,809,792)
Interest received		42,281		46,246
Tax paid		(145,020)		(960)
Tax refund		174,544		-
Net cash from/ (used in) operating activities		604,210		(1,764,506)
Cash flow used in investing activities
Purchase of property, plant and equipment	12	(97,352)		(107,219)
Purchase of right-of-used assets		-		(8,009)
Addition to investments in associate		-		(7)
Proceeds from disposal of property, plant and equipment		1,450		27,647
Proceeds from disposal of subsidiary		(136)		1,747
Net cash used in investing activities		(96,038)		(85,841)
Cash flows (used in)/ from financing activities
Interest paid		(953,904)		(357,380)
Net change of banker acceptance	26	311,551		2,861,352
Net change in other financial assts pledged		(120,787)		80,295
Repayment of lease liabilities	14	(112,738)		(112,527)
Repayment of term loan		(4,889)		(10,504)
Net cash (used in)/ from financing activities		(880,767)		2,461,236
(Decrease)/ Increase in cash and cash equivalents		(372,595)		610,889
Effect of foreign exchange rate changes		(174,729)		(167,841)
Cash and cash equivalents at beginning of year		3,979,183		3,536,135
Cash and cash equivalents at end of year	20	3,431,859		3,979,183

The notes form part of these financial statements

Notes to the Financial Statements

For the year ended 31 December 2025

1. GENERAL INFORMATION

The principal activity of the Company is investment holding. The principal activities of the subsidiary companies are set out in Note 29 to the financial statements. There were no significant changes in the nature of these activities during the year.

The Company is incorporated in Jersey, the Channel Islands under the Companies (Jersey) Law 1991. The registered office is located at 13 Castle Street, St Helier, Jersey JE1 1ES, Channel Islands. The consolidated financial statements for the year ended 31 December 2025 comprise the results of the Company and its subsidiary companies. The Company’s ordinary shares are traded on AIM of the London Stock Exchange.

MobilityOne Limited is the holding company of an established group of companies (“Group”) based in Malaysia which is in the business of providing e-commerce infrastructure payment solutions and platforms through their proprietary technology solutions.

The Group has developed an end-to-end e-commerce solution which connects various service providers across several industries such as banking, telecommunication and transportation through multiple distribution devices such as EDC terminals, short messaging services, Automated Teller Machine and Internet banking.

The Group’s technology platform is flexible, scalable and has been designed to facilitate cash, debit card and credit card transactions (according to the device) from multiple devices while controlling and monitoring the distribution of different products and services.

2. ACCOUNTING POLICIES

Basis of preparation

These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs and IFRIC interpretations) issued by the International Accounting Standards Board (IASB), as adopted by the European Union, and with those parts of the Companies (Jersey) Law 1991 applicable to companies preparing their financial statements under IFRS. The financial statements have been prepared under the historical cost convention.

Going Concern

The Group’s business activities, together with the factors likely to affect its future development, performance and position, are set out in Chairman’s statement on page 2. The financial position of the Group, its cash flows, liquidity position and borrowing facilities are described in the financial statements and associated notes. In addition, note 3 to the financial statements includes the Group’s objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and hedging activities; and its exposures to credit risk and liquidity risk.

The Group reported a loss after tax for the year of £4,875,862 (2024: £3,446,620). Additionally, the Group's current liabilities of £19,832,000 (2024: £16,830,651) exceed current assets of £11,249,495 (2024: £10,677,216) by £8,582,505 (2024: £5,581,156). Therefore, the Directors have carefully considered the impact of these metrics on the ability of the Group and Company to continue as a going concern and hence whether it remains appropriate for the financial statements to be prepared on a going concern basis.

In assessing the impact of the net current liability position, the Board notes that this primarily arises solely from the contractual arrangements entered into as part of the acquisition of the Group's 49% interest in Sincere Acres.  Under that agreement, RM28 million (£5.1 million) remained payable as at 30 August 2026 and in line with the latest extension is due on the earlier of (i) 31 October 2026 or (ii) 7 days after the receipt of the sale proceeds from the completion of a merger exercise between Technology & Telecommunication Acquisition Corporation (“TETE”) and Super Apps Holdings Sdn Bhd (the Merger Exercise as defined in note 35). Currently there is no agreement in place which could defer the payment for a period of more than 12 months.

The Group’s ability to fulfil its obligation to repay the consideration of RM28 million and its operating cash flows requirement is dependent on the expected cash inflows upon the completion of the Merger Exercise. Under the terms of the Merger Exercise, the Group would receive a consideration of (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. There is currently uncertainty in relation to the timing of the completion of the Merger Exercise and thus when the consideration of the Merger Exercise will be received.

On 27 August 2026, the Group announced that TETE has extended the deadline to complete the Merger Exercise from 20 August 2026 to 20 February 2027. Notwithstanding Nasdaq has approved the Merger Exercise, it is not clear when the Merger Exercise will complete. The Group is hopeful that the Merger Exercise will complete in the near future and that if required the Group will be able to extend the deadline for payment in relation to the acquisition of 49% interest in Sincere Acres.

While the Directors have prepared forecasts which indicate that the Group can operate if the consideration of the Merger Exercise is received, in the event that the consideration of the Merger Exercise is delayed, the Group would be required to consider alternative options.

These events or conditions indicate the existence of a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business. 

The financial statements have been prepared on a going concern basis and do not include any adjustments that would result if the Group were unable to continue as a going concern.

Estimation uncertainty and critical judgements

The significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amount amortisation in the financial statements are as follows:

1.                    Significant influence over Sincere Acres Sdn. Bhd.

Note 17 describes Sincere Acres Sdn. Bhd. which is an associate of the Group. The Group has significant influence over Sincere Acres Sdn. Bhd. by virtue of its 49% ownership interest in Sincere Acres Sdn. Bhd. Management considers that there are no commercial, practical or legal factors which would be indicative of the ability to control Sincere Acres. The Group’s 49% equity interest confers no enhanced rights above other shareholders and the Group has no ability to direct the day to day operations of Sincere Acres.

2.                  Impairment of investment in associate

The Group and the Company review its investment in associate when there are indicators of impairment. Impairment is measured by comparing the carrying amount of an investment with its recoverable amount. Significant judgement is required in determining the recoverable amount. Estimating the recoverable amount requires the Group and the Company to make an estimate of the expected future cash flows from the cash-generating units and also to determine a suitable discount rate in order to calculate the present value of those cash flows.

During the financial year, the associate reported a loss, which was considered an indicator of potential impairment. Accordingly, an impairment assessment was performed.  This involved an assessment of the associate's proven ability to win contracts in the past, the extent and position of potential projects, a review of the potential market for Hati's products and the commercial prospects of the business. Based on the assessment, an impairment loss was recognised in profit or loss. Further details are disclosed in Note 17.

3.                 Depreciation of property, plant and equipment

The costs of property, plant and equipment of the Group are depreciated on a straight-line basis over the useful lives of the assets. Management estimates the useful lives of the property, plant and equipment to be within 3 to 50 years. These are common life expectancies applied in the industry. Changes in the expected level of usage and technological developments could impact the economic useful lives and the residual values of these assets, therefore future depreciation charges could be revised. The carrying amounts of the Group’s property, plant and equipment as at 31 December 2025 are disclosed in Note 12 to the financial statements.             

4.                 Amortisation of intangible assets

Software is amortised over its estimated useful life. Management estimated the useful life of this asset to be 10 years. Changes in the expected level of usage and technological development could impact the economic useful life therefore future amortisation could be revised.

The research and development costs are amortised on a straight-line basis over the life span of the developed assets. Management estimated the useful life of these assets to be within 5 years. Changes in the technological developments could impact the economic useful life and the residual values of these assets, therefore future amortisation charges could be revised.

The carrying amounts of the Group’s intangible assets as at 31 December 2025 are disclosed in Note 11 to the financial statements.

However, if the projected sales do not materialise there is a risk that the value of the intangible assets shown above would be impaired.

5.                   Impairment of goodwill on consolidation

The Group determines whether goodwill is impaired at least on an annual basis. This requires an estimation of the value-in-use of the cash generating units (“CGU”) to which goodwill is allocated. Estimating a value-in-use amount requires management to make an estimation of the expected future cash flows from the CGU and also to choose a suitable discount rate in order to calculate the present value of those cash flows.

The relevant cash generating unit’s cash flow projections include estimates of future sales. However, if the projected sales do not materialise there is a risk that the value of goodwill would be impaired.

The Directors have carried out a detailed impairment review in respect of goodwill. The Group assesses at each reporting date whether there is an indication that an asset may be impaired, by considering the cash flows forecasts. The cash flow projections are based on the assumption that the Group can realise projected sales. A prudent approach has been applied with no terminal value being factored. At the period end, based on these assumptions, there was indication of impairment of the value of goodwill.

The carrying amount of the Group’s goodwill on consolidation as at 31 December 2025 is disclosed in the Note 11 to the financial statements.

6.                 Going concern

The Group determines whether it has sufficient resources in order to continue its activities by reference to budget together with current and forecast liquidity. This requires an estimate of the availability of such funding which is critically dependent on external borrowings support from the majority shareholders of the Group and, to an extent, macroeconomic factors.

7.               Revenue Recognition – Principal versus Agent considerations

The Company recognises revenue from contracts with customers when control of the promised goods or services is transferred to the customer at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company acts as a principal in transactions where it is primarily responsible for fulfilling the promise to provide goods or services to the customer. This determination is primarily based on the inventory risk borne by the Group, as it holds and manages the inventory before the transfer of control to the customer.

Revenue is recognized at the gross amount of consideration received or receivable from customers for whom we are acting as a principal, net of any sales taxes, duties, and rebates. The Company evaluates its role as principal or agent in each transaction and applies judgment based on the specific facts and circumstances of each contract.

8.             Inventories valuation

Inventories are measured at the lower of cost and net realisable value. The Company estimates the net realisable value of inventories based on an assessment of expected sales prices. Demand levels and pricing competition could change from time to time. If such factors result in an adverse effect on the Group’s products, the Group might be required to reduce the value of its inventories. Details of inventories are disclosed in Note 18 to the financial statements.

9.                 Income taxes

Judgement is involved in determining the provision for income taxes. There are certain transactions and computations for which the ultimate tax determination is uncertain during the ordinary course of business.

The Company recognises liabilities for expected tax issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recognised, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. As at 31 December 2025, the Group has tax recoverable of £5,001 (2024: 174,895).

 IFRS AND IAS UPDATE FOR 31 DECEMBER 2025 ACCOUNTS

Standards, interpretations and amendments to published standards that are not yet effective

The following standards, amendments and interpretations applicable to the Group are in issue but are not yet effective and have not been early adopted in these financial statements. They may result in consequential changes to the accounting policies and other note disclosures. We do not expect the impact of such changes on the financial statements to be material. These are outlined in the table below:

		Effective dates for financial periods beginning on or after
Amendments to IFRS 9 and IFRS 7	Amendments to the Classification and Measurement of Financial Instruments	1 January 2026
Annual Improvements	Annual Improvements to IFRS Accounting Standards — Volume 11	1 January 2026
IFRS 18	Presentation and Disclosure in Financial Statements	1 January 2027
IFRS 19	Subsidiaries without Public Accountability Disclosures	1 January 2027
Amendments to IFRS 10 and IAS 28	Sale or Contribution of Assets between an Investor and its Associate or Joint Venture	Deferred indefinitely

The Directors anticipate that the adoption of these standards and the interpretations in future periods will have no material impact on the financial statements of the Group.

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiary companies) made up to 31 December each year. Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities.

Transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated but considered an impairment indicator of the asset transferred. Accounting policies of its subsidiary companies have been changed (where necessary) to ensure consistency with the policies adopted by the Group.

1.                    Subsidiary companies

Subsidiary companies are entities over which the Group has the ability to control the financial and operating policies so as to obtain benefits from their activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group has such power over another entity.

In the Company’s separate financial statements, investments in subsidiary companies are stated at cost less impairment losses. On disposal of such investments, the difference between net disposal proceeds and their carrying amounts is included in profit or loss.

2.                  Basis of consolidation

On 22 June 2007 MobilityOne Limited acquired the entire issued share capital of MobilityOne Sdn. Bhd. By way of a share for share exchange, under IFRS this transaction meets the criteria of a Reverse Acquisition. The consolidated accounts have therefore been presented under the Reverse Acquisition Accounting principles of IFRS 3 and show comparatives for MobilityOne Sdn. Bhd. For financial reporting purposes, MobilityOne Sdn. Bhd. (the legal subsidiary company) is the acquirer and MobilityOne Limited (the legal parent company) is the acquiree.

No goodwill has been recorded and the difference between the parent Company’s cost of investment and MobilityOne Sdn. Bhd.’s share capital and share premium is presented as a reverse acquisition reserve within equity on consolidation.

The consolidated financial statements incorporate the financial statements of the Company and all entities controlled by it after eliminating internal transactions. Control is achieved where the Group has the power to govern the financial and operating policies of a Group undertaking so as to obtain economic benefits from its activities. Undertakings’ results are adjusted, where appropriate, to conform to Group accounting policies.

Subsidiary companies are consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases. In preparing the consolidated financial statements, intra-group balances, transactions and unrealised gains or losses are eliminated in full. Uniform accounting policies are adopted in the consolidated financial statements for like transactions and events in similar circumstances.

The share capital in the consolidated statement of changes in equity for both the current and comparative period uses a historic exchange rate to determine the equity value.

As permitted by and in accordance with Article 105 of the Companies (Jersey) Law 1991, a separate income statement of MobilityOne Limited, is not presented.

Revenue recognition

Revenue is recognised when it is probable that economic benefits associated with the transaction will flow to the Group and the amount of the revenue can be measured reliably.

1.                    Revenue from trading activities

Revenue in respect of using the Group’s e-Channel platform arises from the sales of prepaid credit, sales commissions received and fees per transaction charged to customers. Revenue for sales of prepaid credit is deferred until such time as the products and services are delivered to end users. The delivery of products is typically immediately upon purchase and therefore revenue is recorded at point in time, being the date of the underlying customer’s purchase of prepaid credit or the transaction giving rise to a commission. Sales commissions and transaction fees are received from various product and services providers and are recognised when the services are rendered and transactions are completed.

Revenue from solution sales and consultancy comprise sales of software solutions, hardware equipment, consultancy fees and maintenance and support services.  For sales of hardware equipment, revenue is recognised when the significant risks associated with the equipment are transferred to customers or the expiry of the right of return. For all other related sales, revenue is recognised upon delivery to customers and over the period in which services are expected to be provided to customers.

Revenue from remittance comprises transaction service fees charged to customers/senders. Transaction fees are received from senders and are recognised when the services are rendered and transactions are completed.

More than 95% of the Group’s revenue for the financial ended 31 December 2025 was generated in Malaysia and none of the revenue was derived in the United Kingdom or Channel Islands.

2.                  Interest income

Interest income on lending activities is recorded by reference to the effective interest method. Where there has been a significant increase in credit risk, interest is only recorded by reference to the net carrying value of the receivable.

3.                 Rental income

Rental income is recognised on an accrual basis.

Employee benefits

1.                    Short term employee benefits

Wages, salaries, bonuses and social security contributions are recognised as an expense in the period in which the associated services are rendered by employees of the Group. Short term accumulating compensated absences such as paid annual leave are recognised when services are rendered by employees that increase their entitlement to future compensation absences. Short term non-accumulating compensated absences such as sick and medical leave are recognised when the absences occur.

The expected cost of accumulating compensated absences is measured as the additional amount expected to be paid as a result of the unused entitlement that has accumulated at the Statement of Financial Position date.

2.                  Defined contribution plans

As required by law, companies in Malaysia make contributions to the state pension scheme, the Employees Provident Fund (“EPF”). Such contributions are recognised as an expense in the income statement in the period to which they relate. The other subsidiary companies also make contribution to their respective countries’ statutory pension schemes.

Functional currency translation

1.                    Functional and presentation currency

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The functional currency of the Group is Ringgit Malaysia (RM). The consolidated financial statements are presented in Pound Sterling (£), which is the Company’s presentational currency as this is the currency used in the country in which the entity is listed.

Assets and liabilities are translated into Pound Sterling (£) at foreign exchange rates ruling at the Statement of Financial Position date. Results and cash flows are translated into Pound Sterling (£) using average rates of exchange for the period.

2.                  Transactions and balances

Foreign currency transactions are translated into the functional currency using exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.

3.                 Transactions and balances (continued)

  The financial information set out below has been translated at the following rates:

	Exchange rate (RM: £)
	At Statement of Financial Position date	Average for year
Year ended 31 December 2025	5.45	5.47
Year ended 31 December 2024	5.62	5.84

Taxation

Taxation on the income statement for the financial period comprises current and deferred tax. Current tax is the expected amount of taxes payable in respect of the taxable profit for the financial period and is measured using the tax rates that have been enacted at the Statement of Financial Position date.

Deferred tax is recognised on the liability method for all temporary differences between the carrying amount of an asset or liability in the Statement of Financial Position and its tax base at the Statement of Financial Position date. Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be recognised. Deferred tax is not recognised if the temporary difference arises from goodwill or negative goodwill or from the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is recognised or the liability is settled, based on the tax rates that have been enacted or substantively enacted by the Statement of Financial Position date. The carrying amount of a deferred tax asset is reviewed at each Statement of Financial Position date and is reduced to the extent that it becomes probable that sufficient future taxable profit will be available.

Deferred tax is recognised in the income statement, except when it arises from a transaction which is recognised directly in equity, in which case the deferred tax is also charged or credited directly in equity, or when it arises from a business combination that is an acquisition, in which case the deferred tax is included in the resulting goodwill or negative goodwill.

Intangible assets

1.                    Research and development costs

All research costs are recognized in the income statement as incurred.

Expenditure incurred on projects to develop new products is recognised and capitalised only when the Group can demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale, its intention to complete and its ability to use or sell the asset, how the asset will generate future economic benefits, the availability of resources to complete the project and the ability to measure reliably the expenditure during the development. Product development expenditures which do not meet these criteria are expensed when incurred.

Development costs, considered to have finite useful lives, are stated at cost less any impairment losses and are amortised through other operating expenses in the income statement using the straight-line basis over the commercial lives of the underlying products not exceeding five years. Impairment is assessed whenever there is an indication of impairment and the amortisation period and method are also reviewed at least at each Statement of Financial Position date.

2.                  Goodwill on consolidation

Goodwill acquired in a business combination is initially measured at cost, representing the excess of the purchase price over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities.

Following the initial recognition, goodwill is measured at cost less accumulated impairment losses. Goodwill is not amortised but instead, it is reviewed for impairment annually or more frequent when there is objective evidence that the carrying value may be impaired, in accordance with the accounting policy disclosed in impairment of assets.

Gains or losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

(iii)               Software

Software which forms an integral part of the related hardware is capitalised with that hardware and included within property, plant and equipment. Software which are not an integral part of the related hardware are capitalised as intangible assets.

Acquired computer software licenses are capitalised on the basis of the costs incurred to acquired and bring to use the specific software. These costs are amortised over their estimated useful life of 10 years.

Impairment of assets

The carrying amounts of assets are reviewed at each reporting date to determine whether there is any indication of impairment.

If any such indication exists then the asset’s recoverable amount is estimated.

An impairment loss is recognized if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount A cash-generating unit is the smallest identifiable asset group that generates cash flows that are largely independent from other assets and groups. Impairment losses are recognized in the income statement in the period in which it arises. Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit (group of units) on a pro rata basis.

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

Impairment loss on goodwill is not reversed in a subsequent period. An impairment loss for an asset other than goodwill is reversed if, and only if, there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. The carrying amount of an asset other than goodwill is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of amortisation or depreciation) had no impairment loss been recognized for the asset in prior years. A reversal of impairment loss for an asset other than goodwill is recognized in the income statement.

Property, plant and equipment

1.                   Recognition and measurement

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses.

Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the asset to working condition for its intended use, and the costs of dismantling and removing the items and restoring the site on which they are located. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment.

When significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

2.                  Subsequent costs

The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Group and its cost can be measured reliably. The costs of the day-to-day servicing of property, plant and equipment are recognised in the income statement as incurred.

3.                 Depreciation

Depreciation is recognised in the income statement on a straight-line basis over the estimated useful lives of property, plant and equipment. Leased assets are depreciated over the shorter of the lease term and their useful lives. Property, plant and equipment under construction are not depreciated until the assets are ready for their intended use.

The estimated useful lives for the current and comparative periods are as follows:

Motor vehicles	5 years
Leasehold improvement	10 years
Electronic Data Capture equipment	10 years
Computer equipment	3 to 5 years
Computer software	10 years
Furniture and fittings	10 years
Office equipment	10 years
Renovation	10 years

The depreciable amount is determined after deducting the residual value.

Depreciation methods, useful lives and residual values are reassessed at each financial period end.

Upon disposal of an asset, the difference between the net disposal proceeds and the carrying amount of the assets is charged or credited to the income statement. On disposal of a revalued asset, the attributable revaluation surplus remaining in the revaluation reserve is transferred to the distribution reserve.

Investments

Investments in subsidiary companies are stated at cost less any provision for impairment.

Inventories

Inventories are valued at the lower of cost and net realisable value and are determined on the first-in-first-out method, after making due allowance for obsolete and slow moving items. Net realisable value is based on estimated selling price in the ordinary course of business less the costs of completion and selling expenses.

Investment in associate

On acquisition of an investment in an associate, any excess of the cost of investment over the Group’s share of the net fair value of the identifiable assets and liabilities of the investee is recognised as goodwill and included in the carrying amount of the investment. Any excess of the Group’s share of the net fair value of the identifiable assets and liabilities of the investee over the cost of investment is excluded from the carrying amount of the investment and is instead included as income in the determination of the Group’s share of associate’s or joint venture’s profit or loss for the period in which the investment is acquired.

An associate is accounted for using the equity method as described in IAS 28 from the date on which the investee becomes an associate. Under the equity method, on initial recognition the investment in an associate is recognised at cost, and the carrying amount is increased or decreased to recognise the Group’s share of profit or loss and other comprehensive income of the associate after the date of acquisition. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, the Group does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.

Profits or losses resulting from upstream and downstream transactions between the Group and its associate are recognised in the Group’s consolidated financial statements only to the extent of unrelated investors’ interests in the associate or joint venture. Unrealised losses are eliminated unless the transaction provides evidence of an impairment of the assets transferred.

The financial statements of the associates are prepared as of the same reporting date as the Company. Where necessary, adjustments are made to bring the accounting policies in line with those of the Group.

The requirements of IAS 36 Impairment of Assets are applied to determine whether it is necessary to recognise any additional impairment loss with respect to its net investment in the associate. When necessary, the entire carrying amount of the investment is tested for impairment in accordance with IAS 36 as a single asset, by comparing its recoverable amount (higher of value-in-use and fair value less costs to sell) with its carrying amount. Any impairment loss is recognised in profit or loss. Reversal of an impairment loss is recognised to the extent that the recoverable amount of the investment subsequently increases.

 

Financial assets

Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost when the contractual right to receive cash or other financial assets from another entity is established.

A provision for doubtful debts is made when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation and default or delinquency in payments are considered indicators that a trade and other receivables are impaired.

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less which have an insignificant risk of changes in value and bank overdrafts. For the purpose of the Statement of Financial Position, bank overdrafts are presented in borrowings.

Bank deposits with maturities over 3 months are separately recognised as other financial assets.

Financial liabilities

Trade and other payables and loans and borrowings are subsequently measured using amortised cost accounting using the effective interest rate method.

Equity instruments

Instruments that evidence a residual interest in the assets of the Group after deducting all of its liabilities are classified as equity instruments.  Issued equity instruments are recorded at proceeds received net of direct issue costs.

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options               are shown in equity as a deduction, net of value added tax, from the proceeds.

Financial instruments

Financial instruments carried on the Statement of Financial Position include cash and bank balances, deposits, investments, receivables, payables and borrowings. Financial instruments are recognised in the Statement of Financial Position when the Group has become a party to the contractual provisions of the instrument.

Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual arrangement. Interest, dividends and gains and losses relating to a financial instrument classified as a liability, are reported as an expense or income. Distributions to holders of financial instruments classified as equity are charged directly to equity. Financial instruments are offset when the Group has a legally enforceable right to offset and intends to settle either on a net basis or to realise the asset and settle the liability simultaneously.

The particular recognition method adopted for financial instruments recognised on the Statement of Financial Position is disclosed in the individual accounting policy statements associated with each item.

Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision makers are responsible for allocating resources and assessing performance of the operating segments and make overall strategic decisions. The Group’s operating segments are organised and managed separately according to the nature of the products and services provided, with each segment representing a strategic business unit that offers different products and serves different markets.

Investment property

Investment property is held at cost over the expected useful life of the property.  As required by IAS 40, fair value of the property is disclosed and where the fair value exercise determines that the fair value is lower than the carrying amount, an impairment is recorded.  Rental income is recognised in 'Other operating income'. The investment property is depreciated on a straight line basis over 50 years, which represents the Directors' assessment of the expected useful life of the property.  Where there is a change in use of the property, an assessment is made if the asset should be transferred into a different asset category according to it intended use.

3. FINANCIAL INSTRUMENTS

1.                   Financial risk management objectives and policies

The Group and the Company’s financial risk management policy is to ensure that adequate financial resources are available for the development of the Group and of the Company’s operations whilst managing its financial risks, including interest rate risk, credit risk, foreign currency exchange risk, liquidity and cash flow risk and capital risk. The Group and the Company operates within clearly defined guidelines that are approved by the Board and the Group’s policy is not to engage in speculative transactions.

(b) Interest rate risk

Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates.  Fair value interest rate risk is the risk that the value of a financial instrument will fluctuate due to changes in market interest rates. As the Group has no significant interest-bearing financial assets, the Group’s income and operating cash flows are substantially independent of changes in market interest rates.

The Group’s interest rate risk arises primarily from interest-bearing borrowings. Borrowings at floating rates expose the Group to cash flow interest rate risk. Borrowings obtained at fixed rates expose the Group to fair value interest rate risk.

The following tables set out the carrying amounts, the effective interest rates as at the Statement of Financial Position date and the remaining maturities of the Group’s financial instruments that are exposed to interest rate risk:

				Effective
				Interest		Within																	More than
At 31 December 2025		Note		Rate		1 year		1-2 years								2-5 years						5 years							Total
				%		£			£								£						£							£
Fixed rate:
Fixed deposits		18&19		1.70-2.35		1,838,872			-								-						-							1,838,872
Floating rate:
Bankers’ acceptance		25		4.70-5.04		(7,193,281)			-								-						-							(7,193,281)
Term loan		25		4.03		(9,633)			(10,274)								(34,659)						(135,487)							(190,053)
At 31 December 2024
Fixed rate:
Fixed deposits		18&19		2.20-2.50		1,741,898			-						-							-								1,741,898
Floating rate:
Bankers’ acceptance		25		4.71-5.13		(6,881,730)			-						-							-								(6,881,730)
Term loan		25		4.23		(8,300)			(9,000)						(20,100)							(157,542)								(194,942)

Sensitivity analysis for interest rate risk

The interest rate profile of the Group’s significant interest-bearing financial instruments, based on carrying amounts as at the end of the reporting period was:

		Group
		2025		2024
		£		£
Floating rate instruments
Financial liabilities (Note 25)		7,383,334		7,076,672

Interest rate risk sensitivity analysis

1.                    Fair value sensitivity analysis for fixed rate instruments

The Group does not account for any fixed rate financial assets and liabilities at fair value through profit or loss. Therefore, a change in interest rates at the end of the reporting period would not affect profit or loss.

(ii)                 Cash flow sensitivity analysis for variable rate instruments

A change of 100 basis points (bp) in interest rates at the end of the reporting period would have increased/(decreased) post-tax profit by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remained constant.

		Group
		Profit or loss
		100 bp		100 bp
		Increase		Decrease
		£		£
2025
Floating rate instruments		(738,333)		738,333
2024
Floating rate instruments		(707,667)		707,667

(c) Credit risk

The Group’s and the Company’s exposure to credit risk arises mainly from receivables. Receivables are monitored on an ongoing basis via management reporting procedure and action is taken to recover debts when due. At each Statement of Financial Position date, there was no significant concentration of credit risk. The maximum exposure to credit risk for the Group and the Company is the carrying amount of the financial assets shown in the Statement of Financial Position.

(d) Foreign currency exchange risk

The Group is exposed to foreign currency risk on transaction that are denominated in foreign currency of Ringgit Malaysia (RM).

The Group has not entered into any derivative instruments for hedging or trading purposes as the net exposure to foreign currency risk is not significant. Where possible, the Group will apply natural hedging by selling and purchasing in the same currency. However, the exposure to foreign currency risk is monitored from time to time by management.

The carrying amounts of the Group’s foreign currency denominated financial assets and financial liabilities at the end of the reporting period are as follows:

							Denominated in
2025							£
Group
Deposits, cash and bank balances							4,062,624
Trade and other receivables							5,792,861
Trade and other payables							(12,492,680)
Lease liabilities							(183,676)
Loans and borrowings							(7,383,334)
Net currency exposure							(10,204,205)
2024
Group
Deposits, cash and bank balances							4,489,461
Trade and other receivables							4,302,953
Trade and other payables							(9,732,543)
Lease liabilities							(275,728)
Loans and borrowings							(7,076,672)
Net currency exposure							(8,292,529)

Sensitivity analysis for foreign currency exchange risk

The following table demonstrates the sensitivity of the Group’s profit before tax to a reasonably possible change in RM exchange rates against £, with other variables held constant.

			Effect on profit before tax
			2025		2024
			£		£
Group
Change in currency rate
RM	Strengthen 10%		1,020,421		829,253
	Weakened 10%		(1,020,421)		(829,253)

(e) Liquidity and cash flow risks

The Group and the Company seeks to achieve a flexible and cost effective borrowing structure to ensure that the projected net borrowing needs are covered by available committed facilities. Debt maturities are structured in such a way to ensure that the amount of debt maturing in any one year is within the Group’s and the Company’s ability to repay and/or refinance.

The Board notes that current liabilities exceed current assets at year end.  However, as explained in the going concern disclosure, deferred consideration in respect of Sincere Acres is expected to be paid after the completion of the TETE Merger.  In the event that the Group does not have sufficient funds to settle the deferred consideration, for example in a scenario where the TETE Merger is delayed or unsuccessful, the Board intends to surrender the interest in Sincere Acres back to the vendor.  Therefore the liquidity risk associated with the deferred consideration is limited.  When excluding the deferred consideration, current assets exceed current liabilities and therefore the Board considers that liquidity risk is appropriately managed.

The Group and the Company also maintains a certain level of cash and cash convertible investments to meet its working capital requirements.

The table below summarises the maturity profile of the Group’s liabilities at the reporting date based on contractual undiscounted repayment obligations:

	On demand or
	within one year		one to five year		over five year		Total
2025	£		£		£		£
Group
Financial liabilities
Trade and other
payables	7,398,668		-		-		7,398,668
Deferred
consideration
due	5,134,129		-		-		5,134,129
Amount due to
Directors	43,013		-		-		43,013
Lease liabilities	61,331		126,827		17,444		205,602
Loans and
borrowings	7,211,472		72,761		160,680		7,444,913
Total undiscounted
financial liabilities	19,848,613		199,588		178,124		20,226,325

	On demand or
	within one year		one to five year		over five year		Total
2024	£		£		£		£
Group
Financial liabilities
Trade and other
payables	4,791,639		-		-		4,791,639
Deferred
consideration
due	4,983,537		-		-		4,983,537
Amount due to
Directors	51,832		-		-		51,832
Lease liabilities	119,984		151,446		35,390		306,820
Loans and
borrowings	6,890,030		29,100		157,542		7,076,672
Total undiscounted
financial liabilities	16,837,022		180,546		192,932		17,210,500

The table below summarises the maturity profile of the Company’s liabilities at the reporting date based on contractual undiscounted repayment obligations:

	On demand or
	within one year		one to five year		over five year		Total
2025	£		£		£		£
Company
Financial liabilities
Trade and other   payables	40,117		-		-		40,117
Amount due to
subsidiary
company	1,257,171		-		-		1,257,171
Amount due to
directors	43,013		-		-		43,013
Total undiscounted
financial liabilities	1,340,301		-		-		1,340,301
2024
Company
Financial liabilities
Trade and other    payables	42,633		-		-		42,633
Amount due to
subsidiary
company	1,024,336		-		-		1,024,336
Amount due to
directors	51,832		-		-		51,832
Total undiscounted
financial liabilities	1,118,801		-		-		1,118,801

(f) Fair Values

The carrying amounts of financial assets and financial liabilities are reasonable approximation of fair value due to their short term nature.

The carrying amounts of the current portion of borrowing is reasonable approximation of fair value due to the insignificant impact of discounting.

(g) Capital risk

The Group’s and the Company’s objectives when managing capital are to safeguard the Group’s and the Company’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group and the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

4. EMPLOYEES AND DIRECTORS

				Group
				2025		2024
				£		£
EMPLOYEES
Wages, salaries and bonuses				2,002,801		2,019,598
Social security contribution				22,405		20,932
Contribution to defined contribution plan				196,476		203,237
Other staff related expenses				21,412		24,466
				2,243,094		2,268,233
DIRECTORS
Fees				54,579		54,163
Wages, salaries and bonuses				178,503		167,600
Social security contribution				418		342
Contribution to defined contribution plan				20,702		19,392
				254,202		241,497

The number of employees (excluding Directors) of the Group and of the Company at the end of the financial year were 145 (2024: 129) and Nil (2024: Nil) respectively.

The details of remuneration received and receivables by the Directors of the Group during the financial year are as follows:

Group	Fees	Salaries and allowances	Bonuses	Social security contribution	Defined contribution plan	Total
2025	£	£	£	£	£	£
Company’s Directors:
Abu Bakar bin Mohd Taib	6,579	-	-	-	-	6,579
Dato’ Hussian @ Rizal
bin A. Rahman	36,000	81,142	-	163	9,737	127,042
Derrick Chia Kah Wai		91,361		255	10,965	102,581
Seah Boon Chin	-	-	-	-	-	-
Azlinda Ezrina Binti Ariffin	12,000	6,000	-	-	-	18,000
	54,579	178,503	-	418	20,702	254,202
2024
Company’s Directors:
Abu Bakar bin Mohd Taib	6,163	-	-	-	-	6,163
Dato’ Hussian @ Rizal
bin A. Rahman	36,000	76,013	-	134	9,122	121,269
Derrick Chia Kah Wai	-	85,587	-	208	10,270	96,065
Seah Boon Chin	-	-	-	-	-	-
Azlinda Ezrina Binti                                    Ariffin	12,000	6,000	-	-	-	18,000
	54,163	167,600	-	342	19,392	241,497

No employees of the Group were considered as key management personnel other than the members of the Company Board.

5. OPERATING SEGMENTS

The information reported to the Group’s chief operating decision maker to make decisions about resources to be allocated and for assessing their performance is based on the nature of the products and services, and has two reportable operating segments as follows:

Telecommunication services and electronic commerce solution	Technology managed services and solution provider and consultancy
Hardware and services	Providing e-Channel products and services solutions including selling of hardware, remittance services, health care services and money lending income.

Other activities comprise the investment holding company, dormant subsidiaries and corporate functions. These activities do not constitute separate reportable operating segments and are presented under "All Other & Corporate".

Except as above, no other operating segment has been aggregated to form the above reportable operating segments.

Measurement of Reportable Segments

Segment information is prepared in conformity with the accounting policies adopted for preparing and presenting the consolidated financial statements.

No segment assets and capital expenditure are presented as they are mostly unallocated items which comprise corporate assets and liabilities. The Board considers that an apportionment of assets, liabilities or expenses to the identified segments would not be meaningful or material information as segmental information is only prepared and reviewed at revenue level

No geographical segment information is presented as more than 95% of the Group’s revenue for the financial ended 31 December 2025 was generated in Malaysia.

Major Customer

During the year, Customer A contributed 66% to Group revenue and Customer B contributed 9%
(2024: Customer A contributed 62% and customer B contributed 8%). All revenues from these two customers are attributable to the “Telecommunication services and electronic commerce solution" operating segment.

		Telecommunication
		services and
		electronic		Hardware		All Other &		Inter-segment
Group		commerce solutions		and services		Corporate		trading		Total
2025		£		£		£		£		£
Segment revenue:
External customers		231,621,290		4,483,677		-		-		236,104,967
Inter-segment		-		93,091		-		(93,091)		-
		231,621,290		4,576,768		-		(93,091)		236,104,967
Loss before tax		(2,043,175)		(161,505)		(2,526,428)		-		(4,731,108)
Tax		(143,926)		(828)		-		-		(144,754)
Loss for the year		(2,187,101)		(162,333)		(2,526,428)		-		(4,875,862)

		Telecommunication
		services and electronic		Hardware		All Other &		Inter-segment
Group		commerce solutions		and services		Corporate		trading		Total
2024		£		£		£		£		£
Segment revenue:
External customers		227,874,346		2,352,978		-		-		230,227,323
Inter-segment		-		162,892		-		(162,892)		-
		227,874,346		2,515,870		-		(162,892)		230,227,323
Loss before tax		(2,837,560)		(209,852)		(449,936)		-		(3,497,348)
Tax		45,159		5,603		-		-		50,762
Loss for the year		(2,792,401)		(204,249)		(449,936)		-		(3,446,586)

6. FINANCE COSTS

		Group
		2025		2024
		£		£
Bankers’ acceptance interest		356,227		317,605
Bank guarantee interest		7,944		7,616
Bank overdraft		26,466		14,547
Lease liabilities		11,914		9,673
Term loan		7,871		7,939
Others		543,482		-
		953,904		357,380

7. LOSS BEFORE TAX

(Loss)/Profit before tax is stated after charging/(crediting):

		Group
		2025		2024
	Note	£		£
Auditors’ remuneration
- Statutory audit
- Current year		54,805		55,117
- (Over)/Under provided in prior year		(183)		33,342
Amortisation of intangible assets	11	79,926		26,741
Amortisation of right-of-use assets	14	121,554		107,414
Bad debt written off		599		2,373
Depreciation of property, plant and equipment	12	183,849		193,939
Depreciation of investment property	13	6,583		6,168
Deposit written-off		1,499		-
Directors’ remuneration	4	254,202		241,497
(Gain)/Loss on foreign exchange
- realised		-		-
- unrealised		54,993		3,253
Gain on disposal of property, plant and     equipment	12	(1,265)		(25,395)
Gain on disposal of subsidiary		(1,490)		(34)
Gain on lease termination		-		(59)
Impairment loss on goodwill	11	-		72,381
Impairment loss on other receivable		9,982		-
Impairment loss on amount due from associate		308,766		-
Impairment loss on investment in associates	17	1,908,631		-
Interest income		(42,281)		(46,246)
Net impairment loss on trade receivable		114,123		172,190
Operating lease payment of premises and
equipment		67,572		51,909
Property, plant and equipment written off		2,722		-
Share of post-tax loss of equity accounted associate		327,932		584,896

8. TAX

	Group
	2025		2024
	£		£
Current tax expense:
Jersey corporation tax for the year	-		-
Foreign tax	-		-
Under/(Over) provision in prior year	145,073		(5,390)
	145,073		(5,390)
Deferred tax expense:
Relating to origination and reversal
of temporary difference	(259)		(11,352)
Over provision in prior year	(60)		(34,030)
	144,754		(50,762)

A reconciliation of income tax expense applicable to profit before tax at the statutory income tax rate to income tax expense at the effective income tax rate of the Group is as follows:

	Group
	2025		2024
	£		£
(Loss)/Profit before taxation	(4,731,108)		(3,558,549)
Taxation at Malaysian statutory tax rate of 24%    (2024: 24%)	(1,127,930)		(839,886)
Effect of different tax rates in other countries	4,550		10,060
Effect of expenses not deductible for tax	750,191		349,276
Income not taxable for tax purpose	-		(133)
Utilisation of prior year's unrecognised deferred tax assets	-		21,136
Deferred tax assets not recognised	372,930		448,195
Over provision of deferred tax in prior year	(61)		(34,020)
Under/(over) provision of tax expense in prior year	145,074		(5,390)
Tax expense for the year	144,754		(50,762)

As at 31 December 2025, the unrecognised deferred tax assets of the Group are as follows:

	Group
	2025		2024
	£		£
Unabsorbed tax losses	5,894,702		4,195,990
Unabsorbed capital allowances	561,956		499,876
	6,456,658		4,695,866

The potential deferred tax assets amounting to £6,456,658 (2024: £4,695,866) have not been recognised in the financial statements because it is not probable that future taxable profit will be available against which the subsidiary company can utilise the benefits.

The availability of the unused tax losses and unabsorbed capital allowances for offsetting against future taxable profits of the subsidiary company is subject to no substantial changes in shareholdings of the subsidiary company under Section 44(5A) and (5B) of Income Tax Act, 1967, in Malaysia.

Under the Malaysia Finance Act 2018 which was gazetted on 27 December 2018, the unutilised tax losses of the Group and of the Company will be imposed with a time limit of utilisation. Any accumulated unutilised tax losses brought forward can be carried forward for a maximum period of 7 consecutive years of assessment. With effect from year of assessment 2023, unutilised tax losses that were allowed to be carried forward up to seven consecutive years was extended to a maximum of ten consecutive years of assessment under the current tax legislation. The unabsorbed capital allowances do not expire under current tax legislation.

Pursuant to Section 44(5F) of the Income Tax Act 1967, the unutilised tax losses can only be carried forward until the following years of assessment.

	Group
	2025		2024
	£		£
Unutilised tax losses to be carried forward until:
-2028	989,674		960,644
-2029	19,461		18,891
-2030	25,028		24,294
-2031	81,996		79,591
-2032	121,298		117,741
-2033	350,613		340,329
-2034	2,734,714		2,654,500
-2035	1,571,918		-
	5,894,702		4,195,990

9. LOSS OF COMPANY

The profit or loss of the Company is not presented as part of these financial statements. The Company’s loss for the financial year was £221,200 (2024: £213,365).

10. LOSS PER SHARE

				Group
			2025			2024
			£			£
Loss attributable to owners of the Parent for
the computation of basic earnings per share
Loss from continuing operations			(4,871,876)			(3,446,067)
Weighted average number of shares at 31 December			106,298,780			106,298,780
Diluted weighted average number of shares     at 31 December			106,209,780			106,209,780
Loss Per Share
Basic earnings per share (pence)			(4.583)			(3.242)
Diluted earnings per share (pence)			(4.583)		*	(3.242)	*
Loss Per Share from continuing operations
Basic earnings per share (pence)			(4.583)			(3.242)
Diluted earnings per share (pence)			(4.583)		*	(3.242)	*

* As the Group reported a loss for the year, there is no dilutive effect of share options.

The basic earnings per share is calculated by dividing the loss of £4,871,876 (2024: £3,446,067) attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year, which is 106,298,780 (2024: 106,298,780).

If applicable, the diluted earnings per share is calculated using the weighted average number of shares adjusted to assume the exercise of outstanding dilutive share options. 

11. INTANGIBLE ASSETS

Group				Goodwill on		Development
31 December 2025		Software		consolidation		costs		Total
		£		£		£		£
At cost
At 1 January 2025		1,008,953		1,829,838		1,305,603		4,144,394
Disposal of subsidiary		-		(65,295)		-		(65,295)
Foreign exchange differences		(48,118)		53,228		39,452		44,562
At 31 December 2025		960,835		1,817,771		1,345,055		4,123,661
Accumulated amortisation and impairment loss
At 1 January 2025		1,008,940		1,628,095		944,188		3,581,223
Amortisation charge for the year		-		-		79,926		79,926
Reversal of impairment loss		-		(65,295)		-		(65,295)
Foreign exchange differences		(48,118)		47,145		28,799		27,826
At 31 December 2025		960,822		1,609,945		1,052,913		3,623,680
Net Carrying Amount
At 31 December 2025		13		207,826		292,142		499,981

Group				Goodwill on		Development
31 December 2024		Software		consolidation		costs		Total
		£		£		£		£
At cost
At 1 January 2024		969,457		1,627,132		1,270,108		3,866,697
Addition		-		133,549		-		133,549
Foreign exchange differences		39,496		69,157		35,481		144,134
At 31 December 2024		1,008,953		1,829,838		1,305,589		4,144,380
Accumulated amortisation and impairment loss
At 1 January 2024		969,444		1,433,286		896,144		3,298,874
Amortisation charge for the year		-		-		26,741		26,741
Impairment loss recognise		-		133,549		-		133,549
Foreign exchange differences		39,496		61,260		21,303		122,059
At 31 December 2024		1,008,940		1,628,095		944,188		3,581,223
Net Carrying Amount
At 31 December 2024		13		201,743		361,401		563,157

The Group assesses at each reporting date whether there is an indication that an asset may be impaired, by considering the net present value of discounted cash flows forecasts. If an indication exists an impairment review is carried out. In the case of goodwill, an automatic annual impairment test is performed.

 Goodwill on consolidation

1.                   Impairment testing for goodwill on consolidation

Goodwill on consolidation has been allocated for impairment testing purposes to the individual entity which is also the cash-generating units (“CGU”) identified. The Group's goodwill arose in relation to the acquisition of OneTransfer Remittance which operates the Group's remittance business.  Management considers that the goodwill represents the growth opportunity in the sector and potential synergistic benefits with the wider business.

 (b) Key assumptions used to determine recoverable amount

The recoverable amount of a CGU is determined based on value in use calculations using cash flow projections based on financial budgets approved by the Directors covering a 5 years period. The projections are based on the assumption that the Group can recognise projected sales which grow at 20% to 30% per annum which is based on expected clientele growth over time. A prudent approach has been applied with no residual value being factored into these calculations. If the projected sales do not materialise there is a risk that the total value of the intangible assets shown above would be impaired. A pre-tax discount rate of 6.0% (2024: 6.0%) per annum was applied to the cash flow projections, after taking into consideration the Group’s cost of borrowings, the expected rate of return and various risks relating to the CGU. The directors have relied on past experience and all external evidence available in determining the assumptions.

During the financial year, the Group recognized an impairment loss amounting to Nil (2024: Nil) in respect of the goodwill on consolidation. The entirety of goodwill on consolidation relates to the acquisition of OneTransfer Remittance Sdn Bhd which is a CGU and has a carrying amount of £207,826 (2024: £201,743). Its recoverable amount has been determined based on value-in-use by using discounting future cash flow to be generated by the CGU and key assumptions as described in (b) above. The impairment test showed that goodwill would not be impaired if the discount rate were 5% higher or if sales grew at a rate 10% less than projected.

Development costs

Development costs represent two distinct internally generated assets, both of which are expected to create benefits to the Group for a period of five years.  Amortisation will commence when the asset is ready for use, which in the case of the internal generation of technological capabilities is when the build phase is completed and testing has demonstrated that the product can be commercially deployed.  Amortisation of development assets is included within Administrative expenses in the profit and loss.  The development assets relate to new payment technology capabilities which are expected to enhance the earnings capability within the Group's existing principal activities.

The Company held no intangible assets or goodwill.

12. PROPERTY, PLANT AND EQUIPMENT

			Electronic
Group		Motor	Data Capture	Computer	Computer	Furniture	Office
		vehicles	equipment	equipment	software	and fittings	equipment	Renovation	Total
31 December 2025		£	£	£	£	£	£	£	£
At Cost
At 1 January 2025		420,426	1,102,603	1,106,401	170,067	128,668	125,021	190,014	3,243,200
Additions		-	78,949	18,209	-	57	137	-	97,352
Disposals		-	(2,810)	(31,558)	-	-	(2,858)	-	(37,226)
Written off		-	-	-	(2,816)	-	-	-	(2,816)
Foreign exchange differences		12,704	33,572	33,388	5,129	3,863	3,556	5,742	97,954
At 31 December 2025		433,130	1,212,314	1,126,440	172,380	132,588	125,856	195,756	3,398,464
Accumulated Depreciation
At 1 January 2025		420,425	987,590	886,878	95,697	111,288	95,198	176,780	2,773,856
Depreciation charge for the year		-	47,308	100,501	13,536	4,544	12,030	5,930	183,849
Disposals		-	(2,643)	(31,541)	-	-	(2,857)	-	(37,041)
Written off		-	-	-	(94)	-	-	-	(94)
Foreign exchange differences		12,704	29,993	27,030	2,937	3,376	2,828	5,361	84,229
At 31 December 2025		433,129	1,062,248	982,868	112,076	119,208	107,199	188,071	3,004,799
Net Carrying Amount
At 31 December 2025		1	150,066	143,572	60,304	13,380	18,657	7,685	393,665

			Electronic
Group		Motor	Data Capture	Computer	Computer	Furniture	Office
		vehicles	equipment	equipment	software	and fittings	equipment	Renovation	Total
31 December 2024		£	£	£	£	£	£	£	£
At Cost
At 1 January 2024		262,024	974,888	1,056,983	157,352	121,694	127,547	181,587	2,882,075
Additions		-	86,319	6,115	6,062	1,964	5,769	990	107,219
Disposals		(90,951)	(602)	-	-	-	(12,943)	-	(104,496)
Written off		-	(1,073)	-	-	-	-	-	(1,073)
Transfer from right-of-used assets		242,280	-	-	-	-	-	-	242,280
Foreign exchange differences		7,073	43,071	43,303	6,653	5,010	4,648	7,437	117,195
At 31 December 2024		420,426	1,102,603	1,106,401	170,067	128,668	125,021	190,014	3,243,200
Accumulated Depreciation
At 1 January 2024		262,021	899,659	724,659	110,618	102,228	84,957	153,900	2,338,042
Depreciation charge for the year		-	50,345	96,371	12,583	4,710	13,953	15,977	193,939
Disposals		(90,950)	(65)	-	-	-	(7,334)	-	(98,349)
Written off		-	(958)	-	-	-	-	-	(958)
Transfer from right-of-used assets		242,280	-	-	-	-	-	-	242,280
Foreign exchange differences		7,074	38,609	65,848	(27,504)	4,350	3,622	6,903	98,902
At 31 December 2024		420,425	987,590	886,878	95,697	111,288	95,198	176,780	2,773,856
Net Carrying Amount
At 31 December 2024		1	115,013	219,523	74,370	17,380	29,823	13,234	469,344

1.                   Payments of £97,352 (2024: £107,219) were made by the Group to purchase property, plant and equipment.

2.                   The Company held no property, plant and equipment.

13. INVESTMENT PROPERTY

			Group
			2025	2024
			£	£
At Cost
At 1 January			320,575	308,026
Foreign exchange differences			9,687	12,549
At 31 December			330,262	320,575
Accumulated Depreciation
At 1 January			66,696	57,924
Depreciation charge for the year			6,583	6,168
Foreign exchange differences			2,038	2,604
At 31 December			75,317	66,696
Net Carrying Amount
At 31 December			254,945	253,879
At Cost
Included in the above are:
Freehold building			254,945	253,879
Fair value of investment property			335,851	311,471

1.             Asset pledged as securities to licensed bank

The carrying amount of investment property of the Group pledged as securities for bank borrowings as disclosed in Note 26.

The Group owns a freehold property in Kuala Lumpur which is let to an external party.  The Group therefore accounts for the property as an investment property.  The Directors have elected to hold the investment property under the cost model.  The fair value of the property disclosed above was determined by the Directors, using a desktop review of achievable price per square foot of similar properties in a similar location. No independent valuer was appointed for this purpose. Rental income of £15,351 (2024: £15,750) was recognised in other income in respect of the property.  The property is depreciated straight line over a period of 50 years which is the assessed useful life of the asset.

14. RIGHT-OF-USE ASSETS

							Leasehold		Office
	Machine		Motor Vehicles		Building		improvement		Equipment			Total
	£		£		£		£		£			£
Group
2025
At Cost
At 1 January 2025	96,607		187,470		219,023		9,129		12,356			524,585
Additions	-		-		-		-			12,687		12,687
Expiration of lease contract	-		-		(37,413)		-			-		(37,413)
Foreign exchange differences	2,919		5,664		6,493		(757)		416			14,735
At 31 December 2025	99,526		193,134		188,103		8,372		25,459			514,594
Accumulated Amortisation
At 1 January 2025	25,747		56,059		142,276		9,129		10,195			243,406
Charge for the financial year	19,839		28,432		69,477		-		3,806			121,554
Expiration of lease contract	-		-		(37,413)		-		-			(37,413)
Foreign exchange differences	844		1,788		4,406		(757)		320			6,601
At 31 December 2025	46,430		86,279		178,746		8,372		14,321			334,148
Net Carrying Amount
At 31 December 2025	53,096		106,855		9,357		-		11,138			180,446

							Leasehold			Office
	Machine		Motor Vehicles		Building		improvement			Equipment				Total
	£		£		£		£			£				£
Group
2024
At Cost
At 1 January 2024	75,870		293,882		172,628		9,395		11,872				563,647
Additions	16,974		119,174		93,456		-			-			229,604
Written off	-		-		-		-			-			-
Expiration of lease contract	-				(33,135)		-			-			(33,135)
Transfer to property, plant and equipment	-		(242,280)		-		-		-				(242,280)
Termination of lease contract	-		-		-		-		-				-
Foreign exchange differences	3,763		16,694		(13,926)		(266)		484				6,749
At 31 December 2024	96,607		187,470		219,023		9,129		12,356				524,585
Accumulated Amortisation
At 1 January 2024	7,587		263,540		120,652		9,395		7,718				408.892
Charge for the financial year	17,171		23,145		65,018		-		2,080				107,414
Written off	-		-		-		-		-				-
Expiration of lease contract	-		-		(33,135)		-		-				(33,135)
Transfer to property, plant and equipment	-		(242,280)		-		-		-					(242,280)
Termination of lease contract	-		-		-		-		-					-
Foreign exchange differences	989		11,654		(10,259)		(266)		397					2,515
At 31 December 2024	25,747		56,059		142,276		9,129		10,195					243,406
Net Carrying Amount
At 31 December 2024	70,860		131,411		76,747		-		2,161					281,179

Lease Liabilities

		Group
		2025		2024
		Total		Total
		£		£
At 1 January		275,728		166,837
Addition		12,687		221,595
Payments		(112,738)		(112,527)
Foreign currency translation differences		7,999		(177)
At 31 December		183,676		275,728
Presented as:
Non-current		130,401		162,115
Current		53,275		113,613
		183,676		275,728

Minimum lease payments:
Not later than 1 year		61,331		119,984
Later than 1 year but not later than 2 years		69,781		56,702
Later than 2 years but not later than 5 years		57,046		94,744
After 5 year		17,444		35,390
		205,602		306,820
Less: Future finance charges		(21,926)		(31,092)
Present value of lease liabilities		183,676		275,728

The Company held no leases or right of use assets.

15. TRADE AND OTHER RECEIVABLES

The comparative figures for 2024 have been restated. Further details of the prior year restatement are disclosed in Note 34.

	Group				Company
	2025		2024 (As restated)		2025		2024
	£		£		£		£
Trade receivables
- Third parties	1,510,105		1,666,763		-		-
Less: Accumulated
impairment loss	(260,465)		(209,327)		-		-
	1,249,640		1,457,436		-		-
Other receivables					-		-
- Third parties	1,656,034		1,069,178
- An associate	489,432		412,931
Less: Accumulated
impairment loss	(10,016)		-		-		-
	2,135,450		1,482,109		-		-
- Deposits	318,243		322,157		-		-
- Prepayments	405,577		219,619		-		-
-  Staff advances	1,397		5,496		-		-
	2,860,667		2,029,381		-		-
Total trade and
other receivables	4,110,307		3,486,817		-		-

The Group’s and the Company’s normal trade credit terms range from 30 to 60 days (2024: 30 to 60 days). Other credit terms are assessed and approved on a case to case basis.

Movements in the allowance for impairment losses on trade receivables are as follows:

				Group
				2025		2024 (As restated)
				£		£
Lifetime allowance
At 1 January				25,647		19,442
Impairment losses recognised				-		5,413
Reversal				(3,499)		-
Foreign exchange differences				775		792
At 31 December				22,923		25,647
Credit impairment
At 1 January				183,680		182,243
Impairment losses recognised				237,542		183,680
Reversal				(189,230)		(189,668)
Foreign exchange differences				5,550		7,425
At 31 December				237,542		183,680
Loss allowance
At 1 January				209,327		201,685
Impairment losses recognised				237,542		189,093
Reversal				(192,729)		(189,668)
Foreign exchange differences				6,325		8,217
At 31 December				260,465		209,327

Lifetime allowances reflects the expected credit loss provision on trade and other receivables which are not considered to be subject to a significant increase in credit risk and therefore are subject to credit loss provisions by reference to the class of borrower and ageing of the receivable.

Credit impairment represents receivables which exhibit a significant increase in credit risk and under the Group's provisioning policy are provided at 100%.  Interest income is no longer recognised on these balances. The Group determines that a significant increase in credit risk arises when specific information is determine to indicate such a change in credit exposure or because more than 90 days have passed without payment or indication that payments will resume in the foreseeable future.

1.       Ageing analysis

An ageing analysis of trade receivables that are neither individually nor collectively considered to be impaired is as follows:

					Group
					2025		2024 (As restated)
					£		£
Neither past due nor
impaired					-		-
1 to 2 months past due					561,958
3 to 12 months past due					710,605		701,906
					1,272,563		1,483,083
					1,272,563		1,483,083

1.              The Group’s and the Company’s normal trade credit terms range from 30 to 60 days
   (2024: 30 to 60 days). Other credit terms are assessed and approved on a case to case basis.

Receivables that were neither past due nor impaired relate to a wide range of customers for whom there was no recent history of default.

Receivables that were past due but not impaired relate to a number of independent customers that have a good track record with the Group. Based on past experience, management believes that no impairment allowance is necessary in respect of these balances as there has not been a significant change in credit quality and the balances are still considered fully recoverable.

2.             The Group recognise an allowance for expected credit losses (“ECLs”) for all debt instruments not held at FVTPL, ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expect to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contract terms.

ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (“a 12-month ECL”). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (“a lifetime ECL”).

For trade receivables, the Group apply a simplified approach in calculating ECLs. Therefore, the Group do not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group have established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.

Credit loss provisions are assessed by reference to historic cash collection rates and macroeconomic factors.  Within the Group's telecoms operating segment, ECL rates range between 1.0% and 2.7% given the long term relationships the Group has with its core customer base.  Within the hardware and services operating segment, ECL rates range from 2.9% to 100%, with an average rate of 12%, given the varied risk characteristics of debtors in the Group's lending business.

16. LOAN RECEIVABLES

The comparative figures for 2024 have been restated. Further details of the prior year restatement are disclosed in Note 34

	Group
	2025		2024 (As restated)
	£		£
Non-current
Loan receivables
- Third parties	7,411		56,870
- An associate	106,724		177,637
Less: Accumulated impairment loss	(7,690)		(31,368)
	106,445		203,139
Current
Loan receivables
- Third parties	553,787		470,559
- An associate	1,770,118		1,289,498
Less: Accumulated impairment loss	(641,351)		(530,988)
	1,682,554		1,229,069
	1,788,999		1,432,208

The Group's loan receivables comprise loans granted in the ordinary course of its money lending business and loans advanced to an associate. The loans bear interest at rates ranging from 8% to 18% (2024: 8% to 18%) per annum and are repayable in accordance with the terms of the respective loan agreements. Where appropriate, alternative repayment terms may be approved on a case-by-case basis.

Movements in the allowance for impairment losses on loan receivables are as follows:

				Group
				2025		2024 (As restated)
				£		£
Lifetime allowance
At 1 January				279,304		115,515
Impairment losses recognised				243,175		159,084
Reversal				(287,744)		-
Foreign exchange differences				8,440		4,705
At 31 December				243,175		279,304
Credit impairment
At 1 January				283,052		252,271
Impairment losses recognised				405,866		283,051
Reversal				(291,605)		(262,549)
Foreign exchange differences				8,553		10,279
At 31 December				405,866		283,052
Loss allowance
At 1 January				562,356		367,786
Impairment losses recognised				649,041		442,135
Reversal				(579,349)		(262,549)
Foreign exchange differences				16,993		14,984
At 31 December				649,041		562,356

Lifetime allowances reflects the expected credit loss provision on loan receivables which are not considered to be subject to a significant increase in credit risk and therefore are subject to credit loss provisions by reference to the class of borrower and ageing of the receivable.

Credit impairment represents receivables which exhibit a significant increase in credit risk and under the Group's provisioning policy are provided at 100%. The Group determines that a significant increase in credit risk arises when specific information indicates such a change in credit exposure or because more than 90 days have passed without payment or indication that payments will resume in the foreseeable future.

Ageing analysis

An ageing analysis of loan receivables that are not credit-impaired is as follows:

					Group
					2025		2024 (As restated)
					£		£
Neither past due nor
impaired					697,000		938,885
1 to 2 months past due					128,649		130,110
3 to 12 months past due					1,206,525		642,517
					1,335,174		772,627
					2,032,174		1,711,512

The repayment terms of the Group's loans are governed by the respective loan agreements. Where appropriate, alternative repayment terms may be approved on a case-by-case basis.

Loan receivables that were neither past due nor credit-impaired relate to a portfolio of borrowers and an associate with no recent history of default.

Loan receivables that were past due but not credit-impaired relate to a number of borrowers and an associate with a good repayment history. Based on historical collection experience and management's assessment of the borrowers' financial positions, these balances are considered recoverable and no additional loss allowance is considered necessary.

17. INVESTMENT IN ASSOCIATE

		Group
		2025		2024
		£		£
At cost:
At acquisition		5,500,860		5,339,511
Share of post-acquisition result		(1,084,637)		(733,167)
Accumulated impairment loss		(1,908,631)		-
Exchange Translation Differences		(6,369)		-
Balance at end of the financial year		2,501,223		4,606,344

1.       Details of the associate are as follows:

			Effective Ownership of Ordinary Shares
Name of associated		Country of	Interest		Principal Activities
Companies		Incorporation	2025	2024
			%	%
Sincere Acres Sdn. Bhd.*		Malaysia	49	-	Holding company
Held through
Sincere Acres Sdn. Bhd.
Hati International Sdn. Bhd.*		Malaysia	100	100	Information technology related services, investment holding and general trading
Held through
Hati International Sdn. Bhd.
M1 Health Tech Sdn. Bhd.*		Malaysia	100	-	Provision of IT systems and solutions
*	Audited by firm of auditors other than Kreston Reeves Audit LLP.

On 29 September 2023, MobilityOne Sdn Bhd (“M1 Malaysia”) entered into a Share Sale Agreement with United Flagship Development Sdn. Bhd. (the “Vendor”) to acquire a 49% equity interest in Sincere Acres Sdn. Bhd. (“Sincere”) for a total cash consideration of RM 30,000,000.

The principal place of business of Sincere and Hati International Sdn Bhd (“Hati”) is located at Floor 1, Wisma LMS, Kampung Baru, 50300 Kuala Lumpur, Federal Territory of Kuala Lumpur, Malaysia.

Completion of the acquisition of 49% equity interest in Sincere

Pursuant to the terms of the Acquisition, the RM30,000,000 cash consideration is required to be paid to the Vendor in two tranches. While the first tranche, representing RM2.0 million, has been paid by M1 Malaysia to the Vendor, the second tranche, representing the balance of RM28 million (£5,134,129 million) (the "Second Tranche"), was required be paid by M1 Malaysia by 8 March 2024 (the "Second Tranche Payment Date").

While the Second Tranche Payment Date has been extended to earlier of: (i) 31 October 2026; or (ii) 7 days from date of receipt of consideration for the merger exercise between Technology & Telecommunication Acquisition Corporation and Super Apps Holdings Sdn Bhd, any payment in relation to the Second Tranche made after the Second Tranche Payment Date will be subject to an interest charge of 10% per annum.

1.       Impairment Assessment of Investment in Associate

During the financial year ended 31 December 2025, the Group and the Company assessed the recoverability of the carrying amount of their 49% equity interest in Sincere, which holds a 100% equity interest in Hati.

The recoverable amount of the investment was determined based on its value in use ("VIU"), using a discounted cash flow ("DCF") model based on cash flow projections covering a five-year explicit forecast period approved by management.

The key assumptions used in determining the recoverable amount were as follows:

-           Pre-tax discount rate: 12.49%

-           Terminal growth rate: 2.50%

Cash flows beyond the five-year explicit forecast period were extrapolated using a terminal growth rate of 2.50% per annum.

Based on the impairment assessment, the recoverable amount of the Group's investment in the associate was determined to be £2,501,223 Accordingly, an impairment loss of £1,908,631 was recognised in profit or loss for the financial year ended 31 December 2025.

(c)  Summarised financial information of the Group’s material associate company, Sincere is set out below:

1.          Summarised consolidated statement of financial position of Sincere:

	2025
	£
Cash and cash equivalent	348
Other current asset	807,298
Non-current assets	4,120,086
Current financial liabilities (excluding trade and other payables and provisions)	(4,600,882)
Other current liabilities	(667,358)
Net liabilities	(340,508)

Interest in associate	49%
Group’s share of net liabilities	(166,849)
Goodwill	2,668,072
Carrying value of Group’s interest in associate	2,501,223

1.          Summarised consolidated statement of profit or loss and other comprehensive income of Sincere:

	2025
	£
Total comprehensive loss for the year ended
31 December 2025	(660,522)
Group’s share of loss	(327,932)
Included in total comprehensive loss are:
Revenue	1,059,901
Amortisation of intangible assets	(394,326)
Depreciation of property, plant and equipment	(34,359)
Interest expense	(226,092)

18. INVENTORIES

	Group
	2025		2024
	£		£
At lower of cost and net realisable value:
Airtime	1,358,232		1,227,222
Electronic date capture equipment	5,391		48,340
Card	14,965		6,399
Trading goods	-		4,892
	1,378,588		1,286,853
Recognised in profit or loss:
Cost of sales	222,903,219		219,123,512

19. OTHER FINANCIAL ASSETS

		Group
		2025		2024
		£		£
Fixed deposits with licensed bank		641,186		520,399

Other financial assets represents cash deposited at banks with maturities of over 3 months at the time of the deposit.

1.                   The above fixed deposits have been pledged to licensed banks as securities for credit facilities granted to the Group as disclosed in Note 26 to the financial statements.

2.                   The Group’s effective interest rates and maturities of deposits are range from 1.7% – 2.4%
   (2024: 2.2% - 2.5%) and from 12 months (2024: 12 months) respectively.

20. CASH AND CASH EQUIVALENTS

			Group							Company
				2025		2024			2025			2024
				£		£			£			£
Cash in hand				106,466		147,046			-			-
Bank balances				2,127,707		2,610,638			10,421			10,120
Fixed deposits with
licensed bank				1,197,686		1,221,499			-			-
Cash and cash
equivalents				3,431,859		3,979,183			10,421			10,120

1.                   The above fixed deposits have been pledged to licensed banks as securities for credit facilities granted to the Group as disclosed in Note 26 to the financial statements.

2.                   The Group’s effective interest rates and maturities of deposits are range from 1.7% – 2.4%
   (2024: 2.2% – 2.5%) and from 1 month to 3 months (2024: 1 month to 3 months) respectively.

21. CALLED UP SHARE CAPITAL

	Number of ordinary shares of £0.025 each
					Amount
	2025		2024		2025		2024
					£		£
Authorised in MobilityOne    Limited
At 1 January/31 December	400,000,000		400,000,000		10,000,000		10,000,000
Issued and fully paid in
MobilityOne Limited
At 1 January/31 December	106,298,780		106,298,780		2,657,470		2,657,470

22. COMPANY RESERVES

		Share		Share		Retained
		capital		premium		earnings		Total
		£		£		£		£
2025
At 1 January 2025		2,657,470		909,472		(2,699,284)		67,658
Loss for the year		-		-		(221,200)		(221,200)
At 31 December 2025		2,657,470		909,472		(2,920,484)		646,458
2024
At 1 January 2024		2,657,470		909,472		(2,485,919)		1,081,023
Loss for the year		-		-		(213,365)		(213,365)
At 31 December 2024		2,657,470		909,472		(2,699,284)		867,658

23. REVERSE ACQUISITION RESERVE

The acquisition of MobilityOne Sdn. Bhd. by MobilityOne Limited, which was affected through a share exchange, was completed on 5 July 2007 and resulted in MobilityOne Sdn. Bhd. becoming a wholly owned subsidiary of MobilityOne Limited. Pursuant to a share swap agreement dated 22 June 2007 the entire issued and paid-up share capital of MobilityOne Sdn. Bhd. was transferred to MobilityOne Limited by its owners. The consideration to the owners was the transfer of 178,800,024 existing ordinary shares and the allotment and issuance by MobilityOne Limited to the owners of 81,637,200 ordinary shares of 2.5p each. The acquisition was completed on 5 July 2007. Total cost of investment by MobilityOne Limited is £2,040,930, the difference between cost of investment and MobilityOne Sdn. Bhd. share capital of £708,951 has been treated as a reverse acquisition reserve.

24. FOREIGN CURRENCY TRANSLATION RESERVE

The subsidiary companies’ assets and liabilities stated in the Statement of Financial Position were translated into Sterling Pound (£) using the closing rate as at the Statement of Financial Position date and the Income Statements were translated into £ using the average rate for that period. All resulting exchange differences are taken to the foreign currency translation reserve within equity.

		2025		2024
		£		£
At 1 January		572,484		504,151
Currency translation differences during the year		43,422		68,333
At 31 December		615,906		572,484

The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign operations whose functional currencies are different from that of the Group’s presentation currency. It is also used to record the exchange differences arising from monetary items which form part of the Group’s net investment in foreign operations, where the monetary item is denominated in either the functional currency of the reporting entity or the foreign operation.

25. RETAINED EARNINGS

Retained earnings represents the cumulative earnings of the Group attributable to equity shareholders.

	Group				Company
	2025		2024		2025		2024
	£		£		£		£
At 1 January	(4,948,315)		(1,502,248)		(2,699,284)		(2,485,919)
Loss for the year	(4,871,876)		(3,446,067)		(221,200)		(213,365)
At 31 December	(9,820,191)		(4,948,315)		(2,920,484)		(2,699,284)

26. FINANCIAL LIABILITIES – LOANS AND BORROWINGS

	Group
	2025		2024
Non-current	£		£
Secured:
Term loan	180,419		186,642
	180,419		186,642
Current
Secured:
Bankers’ acceptance	7,193,281		6,881,730
Term loan	9,634		8,300
	7,202,915		6,890,030
Total Borrowings
Secured:
Bankers’ acceptance	7,193,281		6,881,730
Term loan	190,053		194,942
	7,383,334		7,076,672

The bankers’ acceptance and bank overdraft secured by the following:

 (a) pledged of fixed deposits of M1 Malaysia (Notes 19 and Note 20);

 (b) Corporate Guarantee given by the Company; and

 (c) Debenture over M1 Malaysia’s fixed and floating assets, both present and future.

The Company held no external borrowings.

The term loan is secured by the following:

1.                   Charge over the Company’s building (Note 13); and
2.                   joint and several guaranteed by Dato’ Hussian @ Rizal bin A. Rahman and Derrick Chia Kah Wai, the Directors of the Company.

The effective interest rates of the Group for the above facilities other than finance leases are as follows:

		Group
		2025		2024
		%		%
Bankers’ acceptance		4.70% - 5.06%		4.71%-5.13%
Term loan		4.03%		4.23%

The maturity of borrowings (excluding leases) is as follows:

		Group
		2025		2024
		£		£
Within one year		7,202,914		6,890,030
Between one to two years		10,274		9,000
Between two to five years		34,659		20,100
More than five years		135,487		157,542
		7,383,334		7,076,672

Other information on financial risks of borrowings are disclosed in Note 3.

27. TRADE AND OTHER PAYABLES

		Group				Company
	2025			2024		2025		2024
	£			£		£		£
Trade payables
- Third parties	2,512,489			2,174,744		-		-
Other payables
- Deposits	124,342			123,840		-		-
- Accruals	221,277			231,977		36,000		36,000
- Sundry payables	4,528,325			2,225,761		4,117		6,632
- Services tax output	12,235			35,317		-		-
Amount due to
Subsidiary companies	-			-		1,257,171		1,024,336
	4,886,179			2,616,895		1,297,288		1,066,968
Total trade and
other payables	7,398,668			4,791,639		1,297,288		1,066,968

1.                  The Group’s normal trade credit terms range from 30 to 90 days (2024: 30 to 90 days).

2.                  Other payables are non-interest bearing. Other payables are normally settled on an average terms of 60 days (2024: 60 days).

3.                   The carrying values of trade and other payables approximates to their fair value.

28.  AMOUNT DUE TO DIRECTORS

	Group				Company
	2025		2024		2025		2024
	£		£		£		£
Current
Dato’ Hussian @
Rizal bin A. Rahman	7,713		16,532		7,713		16,532
Derrick Chia Kah Wai	26,000		26,000		26,000		26,000
Seah Boon Chin	6,300		6,300		6,300		6,300
Azlinda Ezrina binti
Ariffin	3,000		3,000		3,000		3,000
Total amount due to
Directors	43,013		51,832		43,013		51,832

These are unsecured, interest free and repayable on demand.

29.  INVESTMENT IN SUBSIDIARY COMPANIES

			Company
			2025	2024
			£	£
At Cost
At 1 January			1,976,338	1,976,339
Less: Disposal of subsidiary company			-	(1)
At 31 December			1,976,338	1,976,338

Details of the subsidiary companies are as follows:

		Effective Ownership of Ordinary Shares
Name of Subsidiary	Country of	Interest **		Principal Activities
Companies	Incorporation	2025	2024
		%	%
MobilityOne Sdn. Bhd.*	Malaysia	100	100	Provision of e-Channel products and services, technology managed services and solution sales and consultancy
M-One Tech Limited***	United Kingdon	100	100	Inactive
Direct subsidiary companies of MobilityOne Sdn. Bhd.
M1 Pay Sdn. Bhd.*	Malaysia	100	100	Provision of solution sales and services

			Effective Ownership of Ordinary Shares
Name of Subsidiary		Country of	Interest **		Principal Activities
Companies		Incorporation	2025	2024
			%	%
MobilityOne Philippines, Inc*		Philippines	95	95	Provision of IT systems and solutions and to establish a multi-channel electronic service bureau
One Tranzact Sdn. Bhd.*		Malaysia	100	100	Provision of electronic payment and product fulfillment
MobilityOne (B) Sdn. Bhd.*		Brunei	100^	100^	Financial services
M1 Merchant Sdn. Bhd.*		Malaysia	60	60	Provision of solutions and services in relation to electronic payments via terminals, mobile devices or any its related business
Onetransfer Remittance Sdn. Bhd.*		Malaysia	100	100	Provider for International remittance services
M1 Health Tech Sdn. Bhd.*		Malaysia	-	100	Provision of IT systems and solutions
Qube Nexus Sdn. Bhd.*		Malaysia	80	80	Dormant
Jejak Semangat Sdn. Bhd.*		Malaysia	100	100	Provide prepaid reload services
*	Audited by firm of auditors other than Kreston Reeves Audit LLP
** ***	All the above subsidiary undertakings are included in the consolidated financial statements. M-One Tech Limited was dissolved on 17 December 2024.

  ^         Ownership interest of 99.9997% has been rounded up to 100%.

On 18 March 2024, the 100% shareholding of M1 Health Tech Sdn Bhd (formerly known as M1 AP Sdn Bhd) was transferred from MobilityOne Limited to MobilityOne Sdn Bhd. Subsequently, on 30 September 2025, the shareholding was transferred to Hati International Sdn Bhd.

30. RECONCILIATION OF PROFIT BEFORE TAX TO CASH GENERATED FROM OPERATIONS

	Group
	2025		2024
	£		£
Cash flow from operating activities
Loss before tax	(4,731,108)		(3,497,382)
Adjustments for:
Amortisation of intangible assets	79,926		26,741
Amortisation of right-of-use assets	121,554		107,414
Bad debt written off	599		2,373
Depreciation of property, plant and equipment	183,849		193,939
Depreciation of investment property	6,583		6,168
Deposits written off	1,499		-
Gain on disposal of property, plant and equipment	(1,265)		(25,394)
Gain on termination of right-of-use assets	-		(59)
Impairment loss on trade receivables	883,635		607,173
Impairment loss on others receivables	9,982		-
Impairment loss on amount due from associate	308,766		-
Impairment loss on investment in associate	1,908,631		-
Gain on disposal of subsidiary	(1,490)		(34)
Interest expenses	953,904		357,380
Interest income	(42,281)		(46,246)
Property, plant and equipment written off	2,722		115
Reversal on impairment loss on trade receivable	(769,512)		(434,983)
Share of post-tax loss of equity accounted associates	323,656		584,896
Unrealised loss/ (gain) on forex	54,993		(3,253)
Operating cash flows before working capital changes	(705,357)		(2,121,152)

	Group
	2025			2024
	£		£
(Increase)/ Decrease in inventories	(91,735)		625,822
Increase in receivables	(1,416,465)		(2,146,882)
(Decrease)/ Increase in amount due to Directors & Shareholder	(8,819)		16,532
Increase in payables	2,754,781		1,815,888
Cash from/ (used in) from operations	532,405		(1,809,792)

	Company
	2025		2024
	£		£
Cash flow used in operating activities
Loss before tax	(221,200)		(213,365)
Unrealised loss on forex	38,768		-
(Decrease)/ Increase in payables	(2,515)		41,638
(Decrease)/ Increase in amount due to Directors	(8,819)		16,531
Cash depleted in operations	(193,766)		(155,196)

31. RELATED PARTY TRANSACTIONS

At the Statement of Financial Position date, the Group owed the Directors £43,013 (2024: £51,832), the Company owed the Directors £43,013 (2024: £51,832), the Company owed MobilityOne Sdn. Bhd. (“M1 Malaysia”) £1,257,171 (2024: £1,024,336), the subsidiary companies of M1 Malaysia owed M1 Malaysia £1,928,733 (2024: £1,537,286) and M1 Malaysia owed the subsidiary companies £64,598 (2024: Nil). The amounts owing to or from the subsidiary companies and related parties are repayable on demand and are interest free.

At the Statement of Financial Position date, Hati International Sdn. Bhd. (an associate of M1 Malaysia) owed the Group £2,366,274 (2024: £1,879,037). The amount owing from the associate are subject to 18% interest, and repayable ranging from one to three years. During the financial year, the Group recognised allowance for expected credit losses amounting to £137,296 (2024: £128,299) in respect of the amount owing by associate.

In 2025, M1 continued to rent an office in Sabah, Malaysia from LMS Digital Sdn Bhd (“LMS”) for RM3,150 (c. £576) a month.

On 10 February 2022, M1 Malaysia entered into a tenancy agreement with LMS to occupy approximately 4,500 square feet of office space at Wisma LMS, Kuala Lumpur, Malaysia for RM11,250 (c. £2,056) a month. In additional, M1 Malaysia entered into several ordinary course commercial agreements with TFP Solutions Berhad (“TFP”) for the following products and services:

1.        to integrate eWallet/eMoney into TFP’s services and white labelling the eWallet/eMoney;
2.      to provide various value added services (including prepaid top-up and bill payment);
3.     to provide online payment gateway;
4.     to provide SMS blasting services;
5.       to provide payment terminals and online payment to accept payment via credit/debit cards and eWallets; and
6.     to use SAP Business One software licenses and services from TFP.

During the financial year, M1 Malaysia paid total lease payment of £31,579 (2024: £29,583) in respect to the tenancy agreement with LMS.

In 2025, M1 Malaysia receiving commission from TFP amounting to RM12,595 (c. £2,302).

Dato’ Hussian @ Rizal bin A. Rahman is a director and shareholder of LMS and TFP.

32. ULTIMATE CONTROLLING PARTY

In the opinion of the Directors, as at 31 December 2025, the ultimate controlling party in the Company is Dato’s Hussain @ Rizal bin A. Rahman by virtue of his shareholding.

33. CONTINGENT LIABILITIES

The Group and Company have the following contingent liabilities:

			Group
			2025		2024
			£		£
Company
Corporate guarantee given to a licensed bank by the Company
for credit facilities granted to a subsidiary company			8,086,253		7,849,070
Group
Banker’s guarantees in favour of third parties			420,191		540,052

The Directors consider that no material exposure arises from the guarantee given.

34. PRIOR YEAR RESTATEMENT

During the current year, the Group reviewed the classification of loan receivables and determined that these balances should be presented separately from trade and other receivables. Accordingly, the prior year presentation has been amended to reflect the nature of these balances.

The comparative figures for the year ended 31 December 2024 have been restated to reclassify the relevant balances between trade and other receivables and loan receivables.

The restatement has no impact on the Group’s total assets, total liabilities, net assets or total comprehensive loss for the year ended 31 December 2024.

The impact of the restatement on the consolidated statement of financial position is as follows:

	Previously reported  £	Reclassification £	As restated £
Non-current assets
Trade and other receivables	203,139	(203,139)	-
Loan receivables	-	203,139	203,139
Current assets
Trade and other receivables	4,715,886	(1,229,069)	3,486,817
Loan receivables	-	1,229,069	1,229,069
Total assets	17,065,827	-	17,065,827

35. SHARE BASED PAYMENTS

As at 4 December 2024, all the outstanding share options of 8,600,000 shares had expired. During the year ended 31 December 2025, the Company did not grant any new share option to directors and employees of the Group and there was no share options exercised.

Currently the Company does not have any exercisable share options.

36.              SUBSEQUENT 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. £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 in the period as mutually agreed (“Revenue Target”).  In consideration of M1 Malaysia guaranteeing the Revenue Target, M1 Malaysia will be receiving the shares of TETE with aggregate value of RM20.0 million following 1Shop achieving the Revenue Target.  In the event 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 27 August 2026 that the deadline to complete the Merger Exercise was extended to 20 February 2027. Notwithstanding Nasdaq has approved the Merger Exercise, TETE has not decided when the Merger Exercise will complete. The Group expects the Merger Exercise will complete and to receive the first payment of the consideration of RM40.0 million (c. £6.84 million) in cash soon, which will represent a positive and material financial development for the Group, including the Group’s future financial position, business operations and growth initiatives.

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 until the earlier of: (i) 31 October 2026; or (ii) 7 days from date of receipt of consideration for the merger exercise between Technology & Telecommunication Acquisition Corporation and Super Apps Holdings Sdn Bhd. 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.

 

END