Final Results

RapidCloud International Plc

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

Final Results for the year-ended 31 December 2015

RapidCloud International Plc (AIM: RCI), the enterprise cloud computing services and web-solutions provider based in Southeast Asia, announces its Final Results for the year ended 31 December 2015.

Highlights of 2015

Financial highlights

· Revenue of RM17.1 million (2014: RM17.8 million)

· EBITDA of RM3.18 million (2014: RM5.36 million)

· Cash as at year-end of RM6.8 million (2014: RM3.9 million)

Operational highlights

· Several new contracts awarded including RedBox, the award winning courier service of Air Asia, a world's leading printing enterprises and a major Southeast Asian airline

· Signed significant strategic agreements with Hewlett Packard, CS Loxinfo and Oriented Media Group Bhd

· Successfully launched several new products and services during the period, including:

o RapidDocs

o ManageWeb

o Internet of Things Connectivity Management Solution

· Enhanced the Board with the appointment of Cindy Choo as Finance Director

· Significantly strengthened the balance sheet through the strategic investment of £1.74 million and the payment of the interim dividend of £0.0067 per share through by cash and a reverse scrip dividend

Raymond Chee, Managing Director of RapidCloud, said: "2015 was undoubtedly a period of consolidation with significant investment in products, services and the sales and marketing functions across the Company against a difficult market backdrop across the Southeast Asia region.

"The commercial agreements now signed, with both national and international organisations, demonstrate the strength of the Company's products and services and the board believes the launch of the new products and services, coupled with the strong financial control of all aspects of the Group, has positioned the Company for significant and sustainable profitable growth during 2016 and beyond.

"Trading in 2016 has started in-line with management expectations and the Company looks forward to providing further updates to the market in due course."

CONTACTS

About RapidCloud

RapidCloud, provides computing services, web-hosting and proprietary web-solutions, such as web-site building and e-commerce solutions. The Company is based in Southeast Asia and is one of the few solutions providers in the region to deliver its offerings through all three available Cloud Computing segments, i.e. Software-as-a-Service, Infrastructure-as-a-Service and Platform-as-a-Service.

Formed in 1999 the Company has a well-established cloud offering with a customer base of over 43,000. These are predominantly SMEs but also include blue-chip clients such as Deloitte, BAE Systems and Canon, for which RapidCloud's extensive R&D department creates bespoke software solutions.

RapidCloud currently has operations in Malaysia, Indonesia, Singapore, Thailand and the Philippines. According to industry research commissioned by RapidCloud from Frost & Sullivan in 2013, the Cloud Computing industry in Asia Pacific is expected to grow at a CAGR of 49.6% between 2013 and 2015, giving a market size of US45.6 billion by 2015. RapidCloud International plc was admitted to AIM on 14 August 2013.

For further information, please visit www.rapidcloudasia.com

Chairman's Statement

There is no doubt the 12-month period to 31 December 2015 was a difficult period as the Company contended with a benign market for web-hosting and web-solutions across Southeast Asia.

Notwithstanding the challenging trading environment, the Company continued to invest in new products and services and strengthened the balance sheet whilst developing strategic partnerships with a number of global enterprises to ensure the Company is well placed to win increasing numbers of larger new contracts this year and beyond.

Strategic Partnerships

I was particularly pleased to see the Company sign several important strategic partnerships during the period with multi-national organisations such as Hewlett Packard, CS Loxinfo and, post-period end, Alibaba Cloud, a subsidiary of Alibaba.com. It is now a strategic focus across the Company to partner with global enterprises, where possible, to ensure the Company is well placed to win significant levels of new business this year and beyond.

Balance Sheet Strengthened

During the period we appointed WH Ireland as nominated advisor and broker to the Company. The Board completed a subscription with investment company Coston-Smith Asset Management to raise £1.74m, before expenses, during the period.

I was also particularly pleased with the level of shareholder support during the recent reverse Scrip Dividend, which was widely taken up by our shareholder base increasing both the liquidity in the Company's equity whilst preserving the strength of the Company's balance sheet.

In combination, these two events, further strengthened the balance sheet to provide much needed funding for investment in new products and services and enhanced working capital facilities.

I am now pleased to report the investment phase across all our products and services is now largely complete and working capital management at the subsidiary level has been significantly improved.

Senior Personnel

On 19 January 2015, Darren Hopkins ceased to be the Group's Interim Finance Director in order to enable him to take up another UK based opportunity. I would personally like to thank Darren for his work as Interim Finance Director, which assisted the Company develop its financial reporting processes and achieving its IPO.

Cindy Choo joined RapidCloud as Finance Director shortly after and was appointed to the Board on 5 February 2015. Cindy's appointment was consistent with RapidCloud's stated intention to appoint a full time Finance Director, based in Malaysia, to the Board.

Finally, I would also like to thank the board and all the employees for their commitment and continued support, which have been invaluable during the past year and we can all now look to the future with increased confidence as the Company capitalises on the numerous opportunities this year and beyond.

David Cotterell

Chairman

29 June 2016

Chief Executive's Statement

Financial Review

During the year, the Company continued to focus on the development of new products & services. Therefore, the Group has further invested in computer and server equipment to support the development. As a result, depreciation expenses have increased substantially, resulting in a lower EBITDA.

Collection from trade receivables has been slower than expected due to the impact of the implementation of Goods & Sales Tax ('GST') in April 2015 on Malaysian businesses, as well as various economic adversities. Many Malaysian businesses underestimated the impact of GST on their business. However, this is a one-time event and after more than a year of implementation, most of the businesses in Malaysia have started recovering. The long term continuous business relationship that RapidCloud has developed with its customers has further ascertained the trustworthiness of trade receivables. Furthermore, the Company has a history of outstanding balances being settled. The Board have confidence that the amount is recoverable.

Since the beginning of the financial year under review, the Company has continued to invest in products, sales and marketing functions and has successfully launched several new products specifically designed for the enterprise segment, significantly expanding its addressable market.

In order to fund the investment in products and further the commercial development of the Company, we announced two strategic financial events during the year to strengthen the balance sheet:

· In June 2015 the Company announced it had raised £1.74m (before expenses) by way of a subscription by the Southeast Asian asset management firm, Corston-Smith Asset Management ('Corston-Smith'), who subsequently have a 14.88% holding in RapidCloud.

· In December 2015, the Company paid its interim dividend of £0.0067 per share by way of cash of RM207,000 and a reverse scrip dividend of RM730,000.

The collective effect of both of these events meant that the Company finished the year end with cash and cash equivalents of RM6.8m versus RM3.9m for the previous year despite the continued investment in Corporate and products development.

Operational Review

During the year, RapidCloud continued to sign new contracts and commercial agreements with significant partners and customers demonstrating its strong position across our target markets. The progress achieved during the year and post the year end, described in more detail below, evidence the continued operational progress the Company is making.

New Contract Wins

RapidCloud has recently announced several new contracts, demonstrating the strong market position the Company commands and the increasing traction the Company's products and services are gaining across out target markets across South East Asia:

· In April 2015, the Company announced it had won a contract with RedBox, the award-winning courier service of AirAsia. Under the initial five-year contract, RapidCloud will design, build and operate a cloud-based Logistic Management System (LMS) for RedBox, AirAsia. The proprietary LMS will provide a complete end-to-end solution to monitor the entire shipment network with a fully integrated online Booking & Tracking portal. The LMS will be hosted and operated from RapidCloud's datacentre in Kuala Lumpur.

· In May 2015, the Company also announced that its wholly owned subsidiary, Emerge Systems (M) Sdn. Bhd., had won contracts with two major international companies for its newly launched PortalWEB product worth an aggregate RM1 million, (£0.18m) in the first year.

o The first of these PortalWEB contract wins was with one of the world's leading printing enterprises. Under the terms of the Software-as-a-Service ('SaaS') contract, RapidCloud will build a framework and workflow system to handle internal purchase requisition, purchase orders, invoices, budgeting, contracts and assets management to automate the internal procurement approval processes.

o The second contract was with a major Southeast Asian airline. Under the terms of the SaaS contract, RapidCloud will build an internal Training Management System ('TMS') on its PortalWEB platform. The TMS application will be developed to manage job posting, job recruitment, coaching, candidate profiling and on-the-job assessments. Job seekers, recruiters, trainers and administrative users will be granted different access controls and functionality to perform individual tasks. Dashboards for Business Intelligence analysis will provide an overview of the various key performance indicators of the entire placement processes enabling company-wide decision making.

· In May 2016, the Company announced a contract win with Wellmart Online Sdn Bhd ('Wellmart'), a subsidiary of the automotive & plantation conglomerate Delloyd Ventures Bhd, for the Company's e-commerce portal system development tools and consulting services. This contract is expected to generate revenue of approximately RM550,000 in its first year of operation.

Commercial Progress

CS Loxinfo & Hewlett Packard

In February 2015, the Company signed a strategic partnership agreement with CS Loxinfo PCL ('CS Loxinfo'), a leading systems integrator and Internet Services Provides (ISP) in Thailand, for an initial period of three years, and announced its partnership with Hewlett Packard ('HP') in June 2015.

CS Loxinfo is one of the most long-standing and recognised ISP brands in Thailand with considerable and wide-reaching customer base whereas HP is one of the most successful and recognised IT solutions providers in the world.

This innovative partnership provides enterprise and SME customers with multiple large-bandwidth redundant connections to International and domestic Internet gateways over a secure and scalable on-premise or public cloud delivery environment.

Oriented Media Group Bhd

In July 2015, the Company secured an agreement with Oriented Media Group Bhd ('OMEDIA') to develop a comprehensive Business-to-Business ('B2B') e-commerce platform for small to medium sportswear manufacturers, wholesalers and retailers across Asia.

OMEDIA is a Malaysia-based company focused on software and services across the logistics and digital media industries. The logistics business offers web-based management systems to manage complex logistics networks while the digital media business offers a range of services including publishing massive multiplayer online games (MMOG), internet Ad serving and the development of edutainment related products and services. OMEDIA is listed on the Malaysian stock exchange.

Under the 24-month agreement, RapidCloud will supply all the necessary hardware and software for OMEDIA to develop an Online Sportswear Trading Platform ('OSTP') to enable manufacturers, initially across the Fujian province of the Peoples Republic of China ('PRC') to market and trade their products with wholesalers and retailers directly online.

RapidCloud will also offer additional modules for OMEDIA to enhance the OSTP over the term of the agreement to enable users to manage their own virtual storefronts, track and monitor customer accounts and improve their own finance and human resources via additional proprietary cloud based software and services.

Alibaba Cloud

In March 2016, RapidCloud signed a strategic partnership with Alibaba.com Singapore E-commerce Private Limited ('Alibaba Cloud'), the international business and cloud computing arm of the Alibaba Group (NYSE:BABA).

Alibaba Cloud is one of the world's largest e-commerce companies, and was established in 2009 to operate the network that powers Alibaba's extensive online and mobile commerce ecosystem with a comprehensive suite of cloud computing services globally. The partnership allows RapidCloud to offer Alibaba Cloud's public cloud infrastructure, consulting, managed services, training and support across its offices in South East Asia. RapidCloud will also make its key products available from Alibaba Cloud's platform as a total service offering to its customers. After six months of research and development, RapidCloud's key products such as its enterprise content management system, sales automation tool and document management have already been developed to be tightly integrated onto Alibaba Cloud's platform. This will allow Alibaba and Alibaba Cloud users to be able to subscribe to such services easily.

The benefits of having RapidCloud's products on Alibaba Cloud platform include better reliability, faster access from various locations, including China and better scalability. At the same time, RapidCloud will also be working together with Alibaba Cloud and its parent company Alibaba to implement various go to market strategies and cross-selling opportunities.

RapidCloud Singapore

We are also pleased to report that RapidCloud Singapore has now become a Certified Partner of Google Inc. It is widely known that only the very best service providers receive the coveted Google Partner Badge and places RapidCloud Singapore amongst a small number of elite businesses offering services with this accreditation.

This division is now a trusted agency of Google and listed on Google's Partner Search, its proprietary online directory for trusted agencies for search engine optimisation and search engine marketing. As such, we expect RapidCloud to approach and secure larger contracts in the future with international 'blue chip' customers.

SalesMAP Sdn. Bhd.

Subsequent to the year end, SalesMAP Sdn. Bhd. was established in Malaysia to market and sell the Company's flagship product, SalesMAP. SalesMap is an intelligent sales system and a platform to build a structured sales process and manage sales performance.

Whilst sales to date have been modest, the Company remains confident that this initiative will deliver significant shareholder value over the medium term.

Product Development

During the year the Company continued to invest in the development of new products and services and launched a number of new revenue initiatives during the year, specifically targeted at the needs of both existing and potential customers.

RapidDocs

The Company launched RapidDocs during the year, which provides Document Management Systems ('DMS') via the cloud. RapidDocs is believed to be one of the simplest and most cost effective DMS solution across Southeast Asia today. The DMS has been specifically designed to minimise the need for physical storage space, by eliminating duplicate documents, whilst ensuring collaboration on the most up to date copies are shared throughout the organisation for seamless collaboration.

ManageWeb

During the period, the Company successfully upgraded 'ManageWeb', its core website solution platform. Following the upgrade, which includes the addition of new features and operating enhancements, it has received significant new interest and recognition from its customer base by allowing them to optimise their user experience and enhance their business website.

Internet of Things ('IoT') connectivity Management Solution

The Company has now launched IoT Connectivity Management Solution that seamlessly addresses all the requirements of various industries currently deploying IoT solutions. The IoT Connectivity Management Solution empowers them to collate, manage, monitor and report the data received from their IoT-enabled devices.

Subsequent to the year end, the Company has also invested in the development of new cloud computing products and services.

Disaster Recovery as a Service ('DRaaS')

In May 2016, RapidCloud announced the launch of a Disaster Recovery as a Service. DRaaS is a cloud delivered disaster recovery managed service for protecting companies from loss of mission critical data in the event of a man-made or natural disaster. It is designed to ensure business continuity by minimising downtime and disruption in the event of server failure or other disaster.

The Company signed two strategic partnerships, with Symphonet Sdn Bhd and Interlink Communication PCL in Malaysia and Thailand respectively, to market the DRaaS solution.

Symphonet is a Malaysian fibre optic network operator offering dedicated high speed data Internet connections, wireless, Ethernet, leased lines, IP CCTV solutions, network services and network security services to over 1,000 businesses, large corporations and commercial buildings in Malaysia.

Interlink is one of the largest fibre optic backbone providers in Thailand and is currently engaged in implementation of high speed structured telecommunication networks and distribution of networking solutions. Interlink is publicly traded on the mainboard of the Stock Exchange of Thailand (SET).

These strategic partnerships allow Symphonet and Interlink to offer their customers a selection of RapidCloud's enterprise applications, beginning with DRaaS, which can be packaged together with their fibre connectivity, to provide a seamless and reliable high-speed transfer of critical data between the customer's primary server and RapidCloud's DRaaS facility.

Ximplify

Ximplify is a cloud business email service and is already one of the most affordable and fully-featured business email in the market today. The Company will make this service available globally and Ximplify is the brand that will propel us to become a global cloud computing service provider.

Outlook

2015 was undoubtedly a period of consolidation with significant investment in products, services and the sales and marketing functions across the Company against a difficult market backdrop across the Southeast Asia region.

The commercial agreements now signed, with both national and international organisations, demonstrate the strength of the Company's products and services and the board believes the launch of the new products and services, coupled with the strong financial control of all aspects of the Group, has positioned the Company for significant and sustainable profitable growth during 2016 and beyond.

Raymond Chee

Chief Executive

29 June 2016

Board of Directors

David Vernon Cotterell

(aged 63) Non-Executive Chairman

Mr Cotterell has nearly 30 years' experience in the information technology software and service sector. He has held senior management roles with firms such as ACT Financial Systems, DST, Advent and AIM listed SQS Group Plc. This wide ranging experience includes senior roles in international start-ups, organisations requiring change and mature businesses with establish brands. Mr Cotterell has led and successfully implemented two trade sales of technology companies. He holds other IT related board level positions and sits on the boards of two other AIM companies; Chairman of SyQic Plc (LSE: SYC) which joined AIM in December 2013 and he is also Non-Executive Director of Crossrider Plc (LSE: CROS) which listed in September 2014. He is also Director of Europe for Qualitest services.

Chee Han Wen

(known as Raymond, aged 39), Chief Executive, Managing Director and founder of the Group.

Mr Chee graduated from Universiti Kebangsaan Malaysia in Applied Physics with major in Physics Computing in 1999. He established E-Focus Internet Sdn Bhd ('E-Focus'), a company that was involved in web business search engines, content management system and Wireless Application Protocol (WAP) as well as Spyder Systems (M) Sdn Bhd, an MSC status company formed to research and develop digital video recording software applications over the Internet.

Mr Chee was a member of the Multimedia Engineering Research Group (MERG) from 1999 to 2000, during which he was a researcher in Java-based Smart Card systems and Internet compression technologies in Universiti Putra Malaysia. In 1999 he founded Emerge Technology Centre which became the platform for the establishment, which has now grown and evolved into the Group as it is today. As a result of his successes with the Group, he was awarded the JCY Young Entrepreneur Award from the Junior Chamber International in 2008.

Mr Chee is married to the Group's Operations Director, Chong Lip Kian.

Chew Man Fai

(aged 41), Technical Director

Mr Chew leads the technical team in R&D and the implementation of the Group's Cloud Computing products/services. He is responsible for shaping the Group's long-term technology strategy and driving innovation within the technical team.

He graduated with a Bachelor of Science (Hons) in Physics from UKM in 1999. He has more than 10 years of experience in the ICT industry in which he was involved in project management, systems architecture design and development. He started his career as a Systems Analyst in Aplnet Singapore Pte Ltd and in 2001 he worked as a Project Manager in EC1 Pte Ltd, which was for a joint venture company between Singapore Computer System and GE Global Exchange Services. During the course of his employment, he has successfully implemented several projects pertaining to the Supply Chain Management System and Enterprise Application Integration (EAI) for enterprises. In 2003, he was a Chief Consulting Office in Exceez Technologies Sdn Bhd for 3 years before joining the Group in 2006.

Cindy Choo

(aged 40), Finance Director

Miss Cindy graduated with a Bachelor of Commerce degree majoring in Accounting and Finance from the University of Western Australia in 2007 and is a Chartered Accountant of Malaysian Institute of Accountants (MIA), Certified Practising Accountant of Australia (CPA), Chartered Tax Practitioner of Chartered Tax Institute of Malaysia (CTIM), Certified Financial Planner of Malaysian Financial Planning Council (MFPC) and Registered Financial Planner of Financial Planning Association of Malaysia (FPAM). She is currently holding the Professional licensing of Approved Inland Revenue Board of Malaysia Tax Consultant and Approved Goods & Services Tax (GST) Consultant awarded by Ministry of Finance, Malaysia.

Cindy brings with her a wealth of experience having worked for 16 years at Perfect Advisory Sdn Bhd ('Perfect Advisory'), a Malaysia headquartered business and finance consultancy servicing. Cindy joined Perfect Advisory in 1998 as Director of its Tax Planning and Advisory division before becoming CEO in 2001. Under Cindy's leadership, Perfect Advisory greatly expanded from a tax compliance specialist to a provider of business, accounting, bookkeeping, financial planning and GST advisory and consultancy services. She has over 16 years working experience in handling tax consulting, accounting, financial planning, GST consulting and business advisory services.

Chong Lip Kian

(aged 40), Operations Director

Mrs. Chong has been with ESM since its inception in 2001 and heads the Group's Finance and Administration functions. She graduated from Universiti Kebangsaan Malaysia with a Bachelor of Science degree in Mathematics in 1999. Upon graduation, she joined Allied Hori Sdn Bhd as a Production and Material Planner where her responsibilities included managing the daily production schedule as well as procurement handling and planning. In 2000, she joined E-Focus Internet Sdn Bhd as the Operations Manager to oversee its administrative and human resources matters. She has over twelve years working experience in handling finance, administrative and human resources functions.

Chong Lip Kian is married to the Group's Managing Director, Raymond Chee.

Du Kiat Wai

(known as William, aged 37), Non-Executive Director

Mr Du graduated from the University of Hertfordshire, England with a First Class Honours in BA (Hons) Accounting in 1999 and a Master in Business Administration in 2000. His MBA thesis titled "Acquisition of Midland Bank by HSBC" was presented at the 19th World Association for Case Method Research & Application Conference in Manheim, Germany in 2002.

He started his career as a trainee accountant in London. Later, he joined PricewaterhouseCoopers ('PwC'), specialising in transfer pricing and tax investigations. He left PwC to join Star Cruise Ltd as a Senior Corporate Planning Executive before setting up his own consulting firm in 2003. He has extensive experience in debt and equity fund raising, corporate restructuring, corporate development and competitive strategy.

He was elected as the management committee of the Malaysian Venture Capital & Private Equity Association 2007 - 2010, and executive council of Technopreneur Association of Malaysia 2005 - 2008. He was invited to be part of the Evaluation & Investment Committee of Cradle Investment Program, Business Advisory & Assessment Program of Multimedia Development Corporation and many other investment programs as panel investors and advisors.

Brian Wong Wye Pong

(aged 43), Non-Executive Director

Mr Wong graduated with a Bachelor of Commerce degree in Accounting and Finance from the University of Western Australia in 1995 and is a Chartered Accountant with the Malaysian Institute of Accountants, a Fellow with CPA Australia, a certified practising accountant and registered auditor with the Kampuchea Institute of Certified Public Accountants and Auditors as well as Certified Financial Planner with the Financial Planning Association of Malaysia. Having previously worked with KPMG, Kuala Lumpur, he has also served as the head of corporate affairs for Analab Resources Berhad, a public listed company. Mr Wong is presently a director of Privasia Technology Berhad, a technology services corporation listed on Bursa Malaysia Securities, and Mann Seng Metal International Limited, a specialist steel engineering corporation listed on the Singapore Stock Exchange. He is also a partner with PKF Malaysia.

Directors' Report

For the year ended 31 December 2015

The directors of RapidCloud International Plc ('RCI' or the 'Company') present their report together with the audited consolidated financial statements of RCI and its subsidiaries (together the 'Group') for the year ended 31 December 2015.

Principal activities and business review

The Group's principal activity during the year was the provision of software solutions to businesses through Southeast Asia. A full review of the Group's business operations is set out in the Chairman's Statement and Chief Executive's Statement.

The Company was incorporated in Jersey on 15 March 2013 as a private company originally under the name RapidCloud Limited. On 3 July 2013 the Company re-registered as a public company and changed its name to RapidCloud International Plc. On 14 August 2013, the Company was admitted to the AIM Market of the London Stock Exchange.

During the year the Group increased both its client base and product offering which has contributed to revenue of RM17.15 million (2014: RM17.82 million) and profit after tax of RM0.86 million (2014: RM3.67 million).

Outlook

The directors are pleased that the Company has launched new solutions into the addressable market over the past year. With these new products and services, we are focused on delivering value to our customers for sustainable and profitable growth in 2016 and beyond. We continue to consolidate and strengthen our sales and marketing operations and broaden our technical skillsets to capitalise on numerous opportunities.

Results and dividends

During the year, the Group made a profit after taxation of RM0.86 million (2014: RM3.67 million).

Dividends totalling RM0.94 million were paid during the year through cash of RM0.21 million and scrip of RM0.73 million at share price of 25.85p.

Risks relating to the Group and its business

Competition

There is significant competition in the software industry with low barriers to entry, new entrants and larger competitors with significant financial resources. There is risk that competitors have or will develop products that are competitive to the Group in terms of functionality, quality or price.

Technological evolution

Changing customer needs, introduction of new products and continual technologies evolution may impact the Group's business products. To mitigate this risk, the Group continuously invests in the research and development of new customer centric products.

Economic, legislative and political risks

The Group may be affected by the adverse developments in the political, economic and regulatory environment in which the Group operates. Uncertainties in the political and economic environment include: expropriation; nationalisation; inflation and deflation; changes in interest rates and taxation regime and currency exchange control. Any deterioration in the economic climate could result in the delay or cancellation of customers' technology investment projects and in a more prolonged economic downturn, it may lead to the overall decline in the sales of the Group that restrict the growth and profitability of the Group. Whilst the Group strives to continue to take measures to protect itself against such risks with prudent financial management and efficient operating procedures, there is no assurance that adverse political, economic and regulatory environments will not adversely affect the Group.

Credit Risk

The Group adopts a policy of only dealing with counterparties that the Directors consider to be credit worthy. Receivables are monitored on an on-going basis via Group's management reporting procedures and action will be taken for long outstanding debts deemed irrecoverable. While the Group had a high level of old receivables at the year end, action is being taken to recover old balances and a more formal credit control policy is to be implemented to ensure that the recoverability of receivables improves in the future.

Foreign currency risk

The Group may experience fluctuations in exchange rates that may have a material adverse effect on the Group's profitability or pricing competitiveness for its products and services. There can be no guarantee that the Group would be able to compensate or hedge against such adverse effects and negative exchange rate effects could have a material adverse effect on the Group's business and financial performance.

Protection of intellectual property

The Group protects its proprietary rights on its software for major technology platforms where the core products are built. These protected platforms are SME WebCombo, E-Commerce Combo and TotalWEB! Lite. The Group is also reliant on the internal processes and systems to protect such rights. Whilst the Directors believe that the Group's efforts to protect its proprietary rights in its proprietary systems, processes and software are adequate, there is a risk that they may not suffice to prevent misappropriation of its intellectual property and it may not be able to detect unauthorised use of or take appropriate steps to enforce, its intellectual property rights.

Directors

The directors of the Company who served during the year and to the date of this report were:

Chee Han Wen

Chew Man Fai

Chong Lip Kian

David Vernon Cotterell

Du Kiat Wai

Brian Wong Wye Pong

Cindy Choo (appointed 5 February 2015)

Directors' interests

Director's interests in the Company (inclusive of any beneficial interests) along with the percentage of total number of issued ordinary shares are as follows:

1. Chee Han Wen holds 1,389,041 ordinary shares in his own name. Additionally, he has a beneficial interest in a further 6,922,719 ordinary shares which are held by RapidCloud Holdings Ltd, a BVI company which is held as to 61 per cent. by Chee Han Wen, 22 per cent. by Chew Man Fai and 17 per cent. by Kenneth Cheng Ju Wan. In addition, Chee Han Wen is also interested in a further 1,282,518 ordinary shares held by his wife, Chong Lip Kian.

2. Chew Man Fai holds 319,408 ordinary shares in his own name. He also has a beneficial interest in a further 6,922,719 ordinary shares which are held by RapidCloud Holdings Ltd, a BVI company which is held as to 61 per cent. by Chee Han Wen, 22 per cent. by Chew Man Fai and 17 per cent. by Kenneth Cheng Ju Wan. In addition, Chew Man Fai is also interest in 238,908 ordinary shares held by his wife, Chan Siu Lee.

3. Chong Lip Kian holds 1,282,518 ordinary shares in her own name. In addition to these, her interest includes 1,389,041 ordinary shares in which her husband, Chee Han Wen holds in his own name together with a further 6,922,719 ordinary shares which Chee Han Wen is beneficially interested in and which are held by RapidCloud Holdings Ltd, a BVI company which is held as to 61 per cent. by Chee Han Wen, 22 per cent. by Chew Man Fai and 17 per cent. by Kenneth Cheng Ju Wan.

Subsequent events

Subsequent to the year end, SalesMAP Sdn. Bhd., a wholly owned subsidiary of SalesMAP Pte. Ltd., was established in Malaysia and SalesMAP Pte. Ltd., a wholly owned subsidiary of RapidCloud International Plc., was established in Singapore to market and sell the Company's flagship product, SalesMAP. SalesMap is an intelligent sales system and a platform to build a structured sales process and manage sales performance.

Going concern

The Board has a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. The Board will continue to monitor the progress of the development of its activities and the financial position in order to ensure that the Group continues to have sufficient funding to continue in business. For this reason, the Board continues to adopt the going concern basis in preparing the financial statements.

Statement of Directors' responsibilities

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

Company law requires the Directors to prepare the financial statements for each financial year. Under that law, the Directors have prepared the financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by 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 Group as at the end of the financial year and profit or loss of the Group for the financial year then ended. In preparing these financial statements, the Directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• state whether applicable IFRS as adopted by the European Union have been followed, subject to any material departures disclosed and explained in the financial statements; and

• prepare the financial statements on the going concern basis unless it is appropriate to presume that the Group will not continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Group. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Directors' disclosure to the auditors

The Directors confirm that:

• to the best of each Director's knowledge and belief, there is no information relevant to the preparation of their report of which the Group's auditors are unaware; and

• each Director has taken all the steps a Director might reasonably be expected to have taken to be aware of any relevant audit information and to establish that the Group's auditors are aware of the information.

Auditors

UHY Hacker Young LLP has indicated their willingness to continue in office and shall be deemed reappointed unless and until they are removed.

On behalf of the Board

David Cotterell

Chairman

29 June 2016

Remuneration Committee Report

For the year ended 31 December 2015

As an AIM quoted company, RapidCloud International Plc. has adopted a number of the best practices as proposed in the Remuneration Committee Guide for Smaller Quoted Companies of The Quoted Companies Alliance.

Remuneration Committee

The Remuneration Committee comprises:

The Remuneration Committee is responsible for determining the Group's policy on the remuneration of senior executives and specific remuneration packages for Executive Directors, including pension rights and compensation payments.

Meetings

Two (2) remuneration committee meetings were held in 2015. Details of attendances are set out below:

Remuneration policy

The objective of the remuneration policy is to attract, retain and motivate high calibre executives to deliver outstanding shareholder returns and at the same time maintain an appropriate compensation balance with the other employees of the Group.

Directors' remuneration

The normal remuneration arrangement for Executive Directors consists of base salary and other benefits as determined by the Board. Each Executive Director has a service agreement that can be terminated by either party giving to the other 6 months' written notice. Compensation for loss of office is restricted to base salary and benefits only.

The remuneration package for the Executive Directors comprise:

Base salary - annual review of the base salaries of the Executive Directors is conducted after taking into account the Executive Director's roles, responsibilities and contributions to Group performance.

Benefits - benefits include payments for provident funds that are mandatory and statutory pension payments as required by laws of the resident countries of the Executive Directors, health insurance and other benefits.

Non-Executive Directors

Remuneration of the Non-Executive Directors is currently solely in the form of director fees determined by the Board. Non-Executive Directors are not entitled to pensions, annual bonuses or employee benefits. 

They are entitled to participate in share option arrangements relating to the Company's shares but no such share option arrangement is in place at this time. Each Non-Executive Director has a letter of appointment stating his annual fee and that the appointment is to continue unless terminated by the Company by giving 3 months' written notice or by the Non-Executive Director giving 6 months' notice.

Directors are not involved in specific discussions on their own remuneration.

The interests of Directors (and their immediate family) over the ordinary shares of the Company are disclosed in the Directors' Report.

Directors' Remuneration

Approved by the Board and signed on its behalf

David Cotterell

Chairman of the Remuneration Committee

29 June 2016

Audit Committee Report

For the year ended 31 December 2015

Membership

The present members of the Audit Committee comprise:

Members of the Audit Committee are appointed by the Board, and must comprise a minimum of two members from amongst the non-executive Directors of the Company. 

At least two members of the Audit Committee shall have recent and relevant financial experience, and all members should have sufficient competence to understand, analyse and, when necessary, challenge the management accounts and draft public financial statements.

Chairman

The Board shall appoint the chairman of the Audit Committee who shall chair the meetings of the Audit Committee. The chairman must be a Non-Executive Director. The chairman shall have the responsibility of liaising with the Board.

Frequency of meetings

The Audit Committee shall meet at least twice a year and at such other times as the chairman of the Audit Committee shall require. 

Any member of the Audit Committee, or the external auditors may request a meeting if they consider that one is necessary.

Duties

The Audit Committee shall have access to sufficient resources in order to discharge its duties. 

The Audit Committee is authorised by the Board to investigate any activity within its terms of reference. It is authorised to seek any information it reasonably requires from any employee and all employees are directed to co-operate with any reasonable request made by the Audit Committee.

The Audit Committee shall be responsible for:

Financial Reporting

• monitoring the integrity of the financial statements of the Group, including its annual and interim accounts and reports, preliminary results' announcements and, any other formal announcements relating to the Group's financial performance, reviewing significant financial reporting judgements contained in them;

• reviewing summary financial statements, significant financial returns to regulators and any financial information contained in certain other documents such as announcements of price sensitive information;

• reviewing and challenging where necessary:

- the consistency of, and any changes to, accounting policies both on a year on year basis and across the Group;

- the methods used to account for significant or unusual transactions where different approaches are possible;

- whether the Group has followed appropriate accounting standards and made appropriate estimates and judgements, taking into account to the views of the external auditor;

- the clarity of disclosure in the company's financial reports and the context in which statements are made; and

- all material information presented with the financial statements, such as the operating and financial review and the corporate governance statement (in so far as it relates to the audit and risk management).

• discussing whether the Audit Committee should recommend that the financial statements and accompanying reports should be approved by the Board in the Board meeting following the Audit Committee meeting and, if so, whether that approval should be granted subject to any matters discussed by the Audit Committee.

External Auditors

• making recommendations to the Board, for it to put to the Shareholders for their approval in general meeting, in relation to the appointment, re-appointment and removal of the external auditor and approving the remuneration and terms of engagement of the external auditor and any matters relating to their resignation or dismissal;

• reviewing and monitoring the external auditor's independence and objectivity as well as their qualifications, expertise and resources and the effectiveness of the audit process, taking into consideration relevant UK, Jersey, Malaysian, Singapore, Thai and Philippine legal and other relevant professional and regulatory requirements;

• discussing the nature and scope of the audit with external auditors; co-ordinating the audit where more than one firm is involved; monitoring and reviewing any problems or reservations arising from the audit; and discussing any matters which the external auditor wishes to discuss, without executive Board members present;

• discussing any difficulties, reservations or other matters arising from the external auditors' interim and final audits (in the absence of management, where necessary);

• reviewing, prior to its consideration by the Board, the external auditors' report to the directors and management's response;

• developing and implementing policy on the engagement of the external auditor to supply non-audit services, taking into account relevant ethical guidance regarding the provision of non-audit services by the external audit firm; and reporting to the Board, identifying any matters in respect of which it considers that action or improvement is needed and making recommendations as to the steps to be taken;

• reviewing and approving the annual audit plan with the external auditor and ensuring that it is consistent with the scope of the audit engagement and the effectiveness of the audit;

• reviewing the findings of the audit with the external auditor which shall include but not limited to discussing major issues which arose on the audit, any accounting and audit judgements, and levels of errors identified during the audit;

• reviewing any representation letters and/or responses from the management before being given to the external auditor; and

• meeting with the auditors at least twice a year, once at the planning stage, where the nature and scope of the audit will be considered, and once post audit at the reporting stage, and shall ensure that any auditor's management letters and management's responses are reviewed.

Internal Controls

• reviewing the effectiveness of the Group's internal financial controls and, unless expressly addressed by a separate Board risk committee, or by the Board itself, to review the Group's internal control and risk management systems and review and approve the statements to be included in the Annual Report concerning internal controls and risk management; and

• reviewing arrangements for employees to raise concerns, in confidence, about possible improprieties in financial reporting or other matters and ensuring that arrangements allow for the proportionate and independent investigation of such matters with appropriate follow up action.

Meetings

Two (2) audit committee meetings were held in 2015. Details of attendances are set out below:

Summary of activities

The following activities were carried out by the Audit Committee during the financial year under review:

i. Reviewed the annual and interim financial statements for recommendation to the Board;

ii. Reviewed the external auditors' scope of work for the year;

iii. Held discussions with the auditors at the planning and reporting stages of the audit;

iv. Reviewed the compliance with accounting standards and other legal requirements.

Approved by the Board and signed on its behalf

Brian Wong Wye Pong

Chairman of the Audit Committee

29 June 2016

Independent Auditors' Report

To the members of Rapidcloud International plc

For the year ended 31 December 2015

We have audited the Group financial statements of RapidCloud International plc for the year ended 31 December 2015 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Consolidated Statement of Cash Flows and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRS) as adopted by the European Union.

This report is made solely to the Company's members, as a body, in accordance with Article 113A of the Companies (Jersey) Law 1991. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of directors and auditors

As explained more fully in the Statement of Directors' responsibilities, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors.

Scope of the audit of the financial statements

A description of the scope of an audit of financial statements is provided on the APB's website at www.frc.org.uk/apb/scope/private.cfm.

Opinion on financial statements

In our opinion the financial statements:

· give a true and fair view of the state of the Group's affairs as at 31 December 2015 and of the Group's profit for the year then ended;

· have been properly prepared in accordance with IFRSs as adopted by the European Union; and

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

Emphasis of matter - Recoverability of trade receivables

In forming our opinion on the financial statements, which is not qualified, we have considered the adequacy of the disclosure made in note 16 to the financial statements concerning the Group's ability to recover its trade receivables. As discussed in note 16, at 31 December 2015 the Group had trade receivables of RM14.6 million (2014: RM10.2 million), including RM4.7 million (2014: RM766,000) which had been outstanding for over one year at the year-end date.

The continued high level of long outstanding receivables indicates an increased degree of uncertainty as to whether the debts may be collectible in full and may cast doubt on the Group's policies and procedures for effective debt collection. The Directors have reviewed the outstanding receivables in detail and made impairment provisions of RM853,000 against receivables that they believe are at risk of not being received in full. The Directors therefore are of the opinion that the unprovided receivables will be collected in full and they are making efforts to do so.

The financial statements do not include adjustments that would result from further impairment of trade receivables if the Group were unable to collect its debts in full.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the Companies (Jersey) Law 1991 requires us to report to you if, in our opinion:

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

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

· we have not received any information or explanation that was necessary for our audit.

Colin Wright

Senior Statutory Auditor 

for and on behalf of

UHY Hacker Young

Chartered Accountants and Statutory Auditors

Quadrant House

4 Thomas More Square

London E1W 1YW

29 June 2016

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2015

Consolidated Statement of Financial Position

As at 31 December 2015

The financial statements were approved by the Board of Directors on 29 June 2016 and signed on its behalf by:

David Cotterell

Director

Consolidated Statement of Cash Flows

For the year ended 31 December 2015

Consolidated Statement of Changes in Equity

For the year ended 31 December 2015

Notes to the Consolidated of Financial Statements

For the year ended 31 December 2015

1. Accounting policies

RapidCloud International Plc ('RCI' or the 'Company') is a company registered and incorporated in Jersey on 15 March 2013. The address of the registered office is 13-14 Esplanade, St. Helier, Jersey, JE1 1 BD.

The consolidated financial statements of RapidCloud International Plc and its subsidiaries (together the 'Group') are presented in Ringgit Malaysia ('RM'), which is the presentation currency for the consolidated financial statements. The functional currency for each individual entity is the local currency of each individual entity. The primary economic environment for the Group is Malaysia. All amounts are prepared to the nearest thousand (RM'000) except where otherwise indicated.

2. Adoption of new and revised IFRS standards

The Group has not applied in advance the following accounting standards and interpretations, including the consequential amendments that have been issued but are not yet effective. The transfer to these new or revised standards and interpretation is not expected to have a material impact on the financial statements.

3. Significant accounting policies

3.1 Statement of compliance

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards, as adopted by the European Union ('IFRS').

3.2 Basis of preparation

The consolidated financial statements have been prepared on the historical cost basis except for financial instruments that are measured at the fair values at the end of each reporting period, as explained in the accounting policies below.

Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique.

3.3 Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company, entities controlled by the Company and its subsidiaries. Control is achieved when the Company:

• has power over the investee;

• is exposed, or has rights, to variable returns from its involvement with the investee; and

• has the ability to use its power to affect its returns.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary.

Purchase method

Under the purchase method, the results of the subsidiaries acquired or disposed of are included from the date of acquisition or up to the date of disposal. At the date of acquisition, the fair values of the subsidiaries' net assets are determined and these values are reflected in the consolidated financial statements. The cost of acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquire, plus any costs directly attributable to the business combination.

Intragroup transactions, balances and unrealised gains on transactions are eliminated; unrealised losses are also eliminated unless costs cannot be recovered. Where necessary, adjustments are made to the financial statements of subsidiaries to ensure consistency of accounting policies with those of the Group.

3.4 Goodwill

Goodwill represent the excess of the fair value of the purchase consideration over the Group's share of the fair values of the identifiable assets, liabilities and contingent liabilities of the subsidiaries at the date of acquisition.

Goodwill is measured at cost less accumulated impairment losses, if any. The carrying value of goodwill is reviewed for impairment annually. The impairment value of goodwill is recognised immediately in profit or loss. An impairment loss recognised for goodwill is not reversed in a subsequent period. If, after reassessment, the Group's interest in the fair values of the identifiable net assets of the subsidiaries exceeds the cost of the business combinations, the excess is recognised as income immediately in profit or loss.

For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or cash-generating units. Subject to operating segment ceiling test, for the purpose of goodwill impairment testing, cash-generating units to which goodwill has been allocated are aggregated so that the level at which impairment testing is performed reflects the lowest level at which goodwill is monitored for internal reporting purposes. The goodwill acquired in a business combination, for the purpose of impairment testing, is allocated to a cash-generating unit or a group

of cash-generating units that are expected to benefit from the synergies of the combination.

The recoverable amount of an asset or cash-generating unit is the greater of its value-in-use and its fair value less costs of disposal. 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 or cash-generating unit.

An impairment loss is recognised if the carrying amount of an asset or cash-generating unit exceeds its estimated recoverable amount. Impairment loss is recognised in profit or loss, unless the asset is carried at a revalued amount, in which such impairment loss is recognised directly against any revaluation surplus for the asset to the extent that the impairment loss does not exceed the amount in the revaluation surplus for that same asset. Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the cash-generating unit (group of cash-generating units) and then to reduce the carrying amounts of the other assets in the cash-generating unit (group of cash-generating units) on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior periods are assessed at the end of each reporting period for any indications that the loss has decreased or no longer exists. An impairment loss is reversed only if there has been a change in the estimates used to determine the recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation or amortisation, had no impairment loss been recognised for asset in prior years. Such reversal is recognised in the profit or loss unless the asset is carried at a revalued amount, in which case the reversal is treated as a revaluation increase.

3.5 Foreign currency translation

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 entities operate (the functional currency). The consolidated financial information is presented in Malaysia Ringgits ('RM'), which is RCI's functional and presentational currency.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the 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 statement of comprehensive income.

Foreign operations

Assets and liabilities of foreign operations are translated to RM at the rates of exchange ruling at the end of the reporting period. Revenues and expenses of foreign operations are translated at exchange rates ruling at the dates of the transactions. All exchange differences arising from translation are taken directly to other comprehensive income and accumulated in equity under the translation reserve. On the disposal of a foreign operation, the cumulative amount recognised in other comprehensive income relating to that particular foreign operation is reclassified from equity to profit or loss.

3.6 Financial instruments

Financial assets

All financial assets are recognised and derecognised on a trade date where the purchase or sale of a financial asset is under a contract whose terms require delivery of the financial asset within the time-frame established by the market concerned, and are initially measured at fair value, plus transaction costs, except for those financial assets classified at fair value through profit or loss, which are initially measured at fair value.

Loans and receivables

Trade receivables, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as 'loans and receivables'. Loans and receivables are measured at amortised cost using the effective interest rate method, less any impairment. Interest income is recognised by applying the effective interest rate method, except for short-term receivables where the recognition of interest would be immaterial.

Impairment of assets

For certain categories of financial assets, such as trade receivables, a provision for impairment of receivables is established 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. The amount of the provision is the difference between the assets' carrying amount and the recoverable amount. Provisions for impairment of receivables are included in the statement of comprehensive income.

Financial liabilities and equity

Debt and equity instruments are classified as either financial liabilities or equity in accordance with the substance of the contractual agreement.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all its liabilities. Equity instruments issued by the Group are recognised at the proceeds received, net of direct issue costs.

Other financial liabilities

Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs.

Other financial liabilities are subsequently measured at amortised cost using the effective interest rate method, with interest expense recognised on an effective basis.

The effective interest rate method is a method of calculating the amortised costs of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

3.7 Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Depreciation is provided to write off the cost less the estimated residual value of each asset on a straight line basis over their expected useful lives, as follow:

The carrying values of property, plant and equipment are reviewed at each statement of financial position date to determine whether there are any indications of impairment. If any such indication exists, the assets are tested for impairment to estimate the assets' recoverable amounts. Any impairment losses are recognised in the statement of comprehensive income.

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each statement of financial position date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within the statement of comprehensive income.

3.8 Software development expenditure

Software research costs are charged as an expense in the period in which they are incurred. Software development costs are charged as an expense in the period incurred unless the Company believes:

• an asset is created that can be identified (a new software product);

• it is probable that the asset created will generate future economic benefits; and

• the development cost of the asset can be reliably measured.

The capitalised software development costs of the Group are amortised on a straight line basis over the estimated useful lives of the assets which is currently assessed to be 5 years.

Impairment of assets

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset's recoverable amount. An asset's recoverable amount is the higher of an asset's or cash-generating unit's fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value of money and the risks specific to the asset.

Impairment losses of continuing operations are recognised in the statement of comprehensive income in those expense categories consistent with the function of the impaired asset.

3.9 Cash and cash equivalents

Cash and cash equivalents are carried in the statement of financial position at cost and comprise cash in hand, cash at bank, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less. Bank overdrafts that are repayable on demand are included within borrowings in current liabilities on the statement of financial position. For the purposes of the cash flow statement, cash and cash equivalents also include bank overdrafts if they form an integral part of the Group's cash management.

3.10 Leases

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments under operating leases (net of any incentives received from the lessor) are charged to the statement of comprehensive income on a straight line basis over the period of the lease.

3.11 Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is recognised when the services are supplied and is measured at the fair value of consideration received or receivable net of sales tax, returns, rebates or discounts and after eliminating sales with the Group. The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the Group and specific delivery criteria have been met.

Deferred revenue is recognised to the extent that services have been invoiced but have not yet been delivered and accordingly are recognised as a liability within accruals and deferred income in the statement of financial position.

3.12 Financial income and expenses

Financial income comprises interest receivable on cash balances and deposits. Interest income is recognised when the right to receive payments is established.

Financial expenses comprise interest payable on bank loans, hire purchase liabilities' charges and other financial costs and charges. Interest payable is recognised on an accrual basis.

3.13 Employee benefits

Short term employee benefits

Wages, salaries, paid annual leave, paid sick leave, bonuses and non-monetary benefits are recognised as an expense in the period in which the associated services are rendered by employees.

Post-employment benefits

The Group pays monthly contributions to defined contribution plans. The legal or constructive obligation of the Group is limited to the amount that they agree to contribute to the plan. The contributions to the plan are charged to the statement of comprehensive income in the period to which they relate.

3.14 Current and deferred income tax

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the statement of financial position date. Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. 

Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the statement of financial position date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

4. Significant accounting judgements and estimates

The preparation of financial information in conformity with IFRSs requires management to make judgement, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Judgements and estimates are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The resulting accounting estimates may differ from the related actual results. The estimates and assumptions that have a risk of causing material adjustment to the carrying amounts of assets and liabilities within the future financial years are as follows:

Depreciation, useful lives and residual values of property, plant and equipment

The Directors estimate the useful lives and residual values of property, plant and equipment in order to calculate the depreciation charges. Changes in these estimates could result in changes being required to the annual depreciation charges in the statement of comprehensive income and the carrying values of the property, plant and equipment in the statement of financial position.

Amortisation, useful lives and residual values of software development assets

The Directors estimate the useful lives and residual values of software development assets in order to calculate the amortisation charges. Changes in these estimates could result in changes being required to the annual amortisation charges in the statement of comprehensive income and the carrying values of the software development assets in the statements of financial position.

Deferred tax liability

The Group estimates future profitability in arriving at the fair value of the deferred tax assets and liabilities. If the final tax outcome is different to the estimated deferred tax amount, the resulting changes will be reflected in the statement of comprehensive income, unless the tax relates to an item charged to equity in which case the changes in tax estimates will also be reflected in equity.

Judgements

In the process of applying the Group's accounting policies, management has made the following significant judgements, apart from those involving estimations, which may have a significant effect on amounts recognised in the financial statements:

• impairment of assets (including receivables, goodwill, software development expenditure and property, plant and equipment);

• timing of recognition of revenue on project contracts.

Impairment of receivables

The Group accesses at the end of each reporting period whether there is any objective evidence that a receivable is impaired. To determine whether there is objective evidence of impairment, the Group considers factors such as the probability of insolvency or significant financial difficulties of the receivables and default or significant delay in payments.

5. Revenue

Revenue represents the invoiced value of goods sold and services rendered, net of discounts and returns. Revenue is derived from the Group's principal activity of the provision of computer products and services using cloud computing technology along with the development of software to support the services.

Revenue analysed by geographical area was as follows;

6. Operating segments

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses. IFRS 8 'Operating Segments' requires disclosure of the operating segments that are reported to the Chief Operating Decision Maker ('CODM'). The CODM at the end of the financial year under review has been identified as the Board of Directors who have responsibility for planning and controlling the activities of the Group. The Group's reportable segment has been identified as the provision of Cloud Computing services. Across the Group there is considered to be a commonality in the nature of services, the type of customer, the methods used to provide services and the regulatory environment.

All operations of the Group are carried out in Southeast Asia. All revenues therefore arise within Southeast Asia. No single external customer amounts to 10 per cent or more of the Group's revenue.

As the Group only has one reportable segment, no further segmental information is disclosed.

7. Profit for the year

Profit for the year has been arrived at after charging/(crediting):

8. Auditors' remuneration

During the year the Group obtained the following services from its auditors:

9. Staff costs

The average monthly number of persons employed (including Executive Directors) by the Group, analysed by category, was as follows:

Their aggregate remuneration comprised:

Included in staff costs above is the Group's Executive Directors' remuneration as follows:

Directors' remuneration is included in the following:

10. Income tax expense

The Group's effective tax rate differs from the standard rate of corporation tax of 25% in 2015 (2014: 25%) due to the following differences:

The government of Malaysia awarded Multimedia Super Corridor ("MSC") status to a subsidiary, RapidCloud (M) Sdn. Bhd. (formerly known as Emerge Systems (M) Sdn. Bhd.) on 28 June 2013, and was granted pioneer status by the Ministry of International Trade and Industry for services under the Promotion of Investment Act 1986 in which the statutory income is exempted from tax for a period of five (5) years from 28 June 2013.

11. Earnings per share

The calculation of the basic and diluted earnings per share is based on the following:

If the basic earnings per share is diluted by the 650,000 deferred contingent shares to be issued as part of the acquisition of RapidCloud Singapore Pte. Ltd. (note 14) the dilutive earnings per share would be 4.07 Sen (2014: 19.86 Sen).

12. Property, plant and equipment

Included within property, plant and equipment are motor vehicles acquired under hire purchase agreements with carrying values of RM781,000 (2014: RM461,000).

Included within property, plant and equipment are motor vehicles acquired under hire purchase agreements with carrying values of RM461,000 (2013: RM632,000).

13. Software development assets

Included in additions to software development assets during the financial year were the following:

Software development assets comprise capitalised development costs on software products. These costs are internally generated wages and salaries arising from the Group's software developers and are recognised only if all the following conditions are met:

• an asset is created that can be identified;

• it is probable that the asset created will generate future economic benefit; and

• the development cost of the asset can be measured reliably.

Once development has been completed the software development assets are amortised on a straight-line basis over their useful lives, which is assessed annually and is currently considered to be 5 years.

The Group assesses at each reporting date whether there is an asset that may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset's recoverable amount. An asset's recoverable amount is the higher of an asset's or cash-generating unit's fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

There have been no impairments in the financial year under review.

14. Subsidiaries

(a) Group entities

Details of RCI's subsidiary companies are as follows:

There are no significant restrictions on the ability of the subsidiaries to transfer funds to the Group in the form of cash dividends or repayment of loans and advances.

(b) Acquisition of subsidiaries

i) Emerge Systems (Thailand) Ltd and Sharksurf Philippines Incorporated

Although the Group owns less than half of the ownership interest in Emerge Systems (Thailand) Ltd ('EST') and Sharksurf Philippines Incorporated ('SPI') and less than half of their voting powers, the Directors have determined that the Group controls these two entities. On 1 January 2014, the Group obtained control of EST and SPI by virtue of written undertakings with other shareholders of EST and SPIand the Group now has full and absolute control of the management and business operations of EST and SPI.

Goodwill was recognised as a result of the associates becoming subsidiaries as follows:

ii) PT RapidCloud Indonesia

On 15 January 2014, the Group incorporated a new subsidiary, PT RapidCloud Indonesia, with share capital of RM994,156 (IDR3,657,300,000). This entity is 100% owned by the Group.

iii) RapidCloud Singapore Pte. Ltd.

On 23 July 2014, the Group acquired Exxelnet Solutions Pte. Ltd. On 30 October 2014, Exxelnet Solutions Pte. Ltd. was renamed to RapidCloud Singapore Pte. Ltd. ('RCSG').

Goodwill was recognised as a result of the RCSG acquisition as follows:

RCSG was acquired in 2014 at a cash consideration of RM2,520,000 payable to the sellers and with deferred consideration (contingent on future profitability over 36 months following the acquisition date) to be settled by up to 650,000 new shares of RCI, which is estimated to be at RM2,074,000.

The goodwill recognised above comprises expected synergies, revenue growth and future product and market developments. These benefits are not recognised separately from goodwill because they do not meet the criteria for separately identifiable intangible assets.

15. Intangible assets and goodwill

Goodwill acquired in a business combination is allocated for impairment testing to the cash-generating units (CGUs) that are expected to benefit from that business combination, as follows:

Impairment testing of goodwill

RCI tests goodwill annually for impairment, or more frequently if there are indications that goodwill might be impaired. The recoverable amounts of the CGU's are determined from value-in-use calculations. The key assumptions for the value-in-use calculations are those regarding the discount rates, growth rates and expected changes to forecast profitability. These assumptions have been revised in the year to take account of the current economic environment. Management estimates discount rates using pre-tax rates that reflect the current market assessments of the time value of money and the risks specific to each CGU. Future cash flows are derived from the most recent financial budget approved by management for the next two years, beyond that period cash flows are extrapolated using a growth rate of 3%. The rate used to discount forecast future cash flows is 10% which represents the pre-tax weighted average cost of capital. The test result for each CGU shows the recoverable amount is greater than its value in use.

In 2015 no impairment charge has been made against goodwill for any CGU (2014: nil) as the impairment tests resulted in headroom for each CGU indicating the recoverable amount is greater than the value in use. The Company has conducted a sensitivity analysis on the impairment test of each CGU's carrying value by sensitizing the discount rate and reducing the long term growth rate to 0% and the results do not indicate the need to create an impairment charge in any CGU.

16. Trade and other receivables

The Group's normal trade credit term range from 30 to 60 days. Other credit terms are assessed and approved on case-by-case basis. The Group has no significant concentration of credit risk that may arise from exposure to a single debtor. Exposure to credit and currency risks related to trade and other receivables is disclosed in note 23. The Directors consider the carrying amount of trade and other receivables to be approximate to their fair values. 

Analysis of the trade receivables ageing is as follows:

At 31 December 2015 the Group had trade receivables of RM14.6 million (2014: RM10.2 million), including RM4.7 million (2014: RM766,000) which had been outstanding for over one year at the year-end date (see below). The continued high level of long outstanding receivables indicates an increased degree of uncertainty as to whether the debts may be collectible in full.

Trade receivables above include amounts that are past due at the year-end but against which no allowance for doubtful receivables has been made. All of the Group's trade receivables have been reviewed for indicators of impairment and impairment provisions of RM853,000 have been made against receivables thought to be at risk of not being received in full. The Directors believe that the unprovided receivables will be collected in full and they are making every effort to do so. The Directors are also putting in place improved debt collection procedures and a formal debt provision policy. 

17. Cash and cash equivalents

Cash and cash equivalents in the statement of financial position comprise the following:

The Group's exposure to interest rate risk for financial assets and liabilities is disclosed in note 23. 

The interest rate of deposits during the financial year was 2.90% (2014: 2.90%) per annum and the maturities of deposits are 30 days (2014: 30 days).

18. Trade and other payables

The normal trade credit terms granted to the Group range from 30 to 60 days. Exposure to liquidity and currency risks related to trade and other payables is disclosed in note 23. The Directors consider that the carrying amount of trade and other payables approximates their fair values.

19. Hire purchase liabilities

The financial commitments arising from the hire purchase agreements are disclose in note 22.

20. Deferred tax liabilities

The net deferred tax liability and assets after appropriate offsetting are as follows:

21. Share capital

On 5 June 2015, the Group completed a placing and subscription of 3,231,138 ordinary shares of nil par value at 54p per placing share, raising £1.74 million (or an equivalent of RM10,333,664). Share issue expenses amounted to RM567,935 resulting in net cash proceeds of RM9,765,729.

On 29 December 2015, the Group completed an interim scrip dividend by issuing 437,865 ordinary shares at a share price of 25.85p (or an equivalent of RM730,000).

22. Commitments

(a) Capital commitments

There were no capital commitments contracted for at 31 December 2015 but not yet incurred (2014: Nil).

(b) Operating lease commitments

The Group leases various assets under non-cancellable operating lease agreements. These leases have varying terms, conditions and renewal rights. The lease expenditure charge to the statement of comprehensive incomes is shown in note 7. The future aggregate minimum lease payments under these agreements are as follows:

(c) Hire purchase commitments

The Group leases various assets under non-cancellable hire purchase agreements. These lease have varying terms, conditions and renewal rights. The future aggregate minimum lease payments under these agreements are as follows:

23. Financial instruments

Financial Risk Management Objectives and Policies

The Group's financial risk management policy seeks to ensure that adequate financial resources are available for the development of the Group's business whilst managing its risks. The Group does not engage in speculative transactions or hedging transactions.

The Group's principal financial instruments consist of cash and cash equivalents. The main purpose of these financial instruments is to finance the Group's operations. The Group has other financial instruments such as receivables and payables that arise directly from its operations.

The Directors have overall responsibility for the establishment and oversight of the Group's risk management and they recognise that financial risk management is an area in which they may need to develop specific policies should the Group become exposed to further financial risks as the business develops.

The main risks arising from the Group's financial instruments are credit risk, liquidity risk, market price risk, foreign currency risk and interest rate risk. This note presents information about the Group's exposure to each of these risks. The Board reviews and agrees policies for managing each of these risks as and when they arise. Further quantitative disclosures are included throughout the financial information.

Credit Risk

Credit risk arises mainly from the inability of customers to make payments when due. The Group has adopted a policy of only dealing with counterparties that the Directors consider to be credit worthy. Receivables are monitored on an on-going basis via Group's management reporting procedures and action will be taken for long outstanding debts deemed irrecoverable.

The carrying amounts of the financial assets recorded on the statement of financial position at the end of the reporting period represents the Group's maximum exposure to credit risk in relation to financial assets. Cash at banks are placed with financial institutions that the Directors consider to be credit worthy.

The Group's credit risk exposure relates to the Group's debts and is discussed in greater detail in note 16.

Liquidity Risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. As part of its overall prudent liquidity risk management, the Group actively manages its cash flows and ensures that sufficient funding is in place to meet the obligations as and when they fall due.

The following table analyses the remaining contractual maturity for financial liabilities. The tables been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay.

Interest Rate Risk

The carrying amounts of the Group financial instruments that are exposed to interest rate risk are as follows:

Currency Risk

The Group is exposed to foreign currency risk on transactions and balances that are denominated in currencies other than RM. The currencies giving rise to this risk are primarily Singapore Dollar. Foreign currency risk is monitored closely on an ongoing basis to ensure that the net exposure is at an acceptable level.

The carrying amounts of the Group's foreign denominated financial assets are as follows:

A 10% strengthening of Ringgit Malaysia against assets held in foreign currencies at the end of the reporting period would have an insignificant impact on the profit before taxation and other comprehensive income.

Market Price Risk

Market price risk is the risk that changes in market prices will affect the Group's income. The objective of market price risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return on risk.

Fair values

Generally, the carrying amounts of all financial assets and liabilities of the Group as disclosed in the notes to the financial information approximate their faire values.

Capital Risk Management

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders, benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital with an appropriate level of leverage for the size of the business so as to maintain investor, creditor and market confidence and to sustain future development of the business. In order to maintain or adjust the capital structure, the Group may return capital to shareholders, issue new shares or sell assets to reduce debts. There have been no changes to the Group's approach to capital management during the year ended 31 December 2015.

The Company and Group are not subject to any externally imposed capital requirements.

24. Contingent liabilities

The Group had no contingent liabilities at 31 December 2015.

25. Subsequent events

Subsequent to the year end, SalesMAP Sdn. Bhd., a wholly owned subsidiary of SalesMAP Pte. Ltd., was established in Malaysia and SalesMAP Pte. Ltd., a wholly owned subsidiary of RapidCloud International Plc., was established in Singapore to market and sell the Company's flagship product, SalesMAP. SalesMap is an intelligent sales system and a platform to build a structured sales process and manage sales performance.

26. Related party transactions

Key management personnel of the Group are defined as those persons having authority and responsibility for the planning, directing and controlling the activities of the Group, directly or indirectly. Key management personnel compensation comprised:

27. Ultimate controlling party

There is no ultimate controlling party.