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Final Results

29th Sep 2014 11:35

RNS Number : 8539S
MoneySwap Plc
29 September 2014
 



29 September 2014

MoneySwap Plc

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

 

Audited Results for year ended 31 March 2014

MoneySwap (AIM: SWAP), the provider of payment solutions to online and point of sale merchants licenced for UnionPay in the UK and the provider for UnionPay MoneyExpress service enabling overseas persons to send funds directly to UnionPay cardholders in China, is pleased to announce the Company's audited results for the 12 months ended 31 March 2014.

 

A copy of the annual report and accounts will shortly be made available on the Company's website, www.moneyswapholdings.com, in accordance with AIM Rule 20.

 

For further information, please contact:

 

MoneySwap Plc

Allenby Capital Limited

MoneySwap Plc

Nominated Adviser

Financial PR

Richard Proksa

Chief Executive Officer

Nick Naylor

Alex Price

James Reeve

Fiona Fenn Smith

 

+852 3919 9888

+44 20 3328 5656

+44 7712 101922

 

About MoneySwap(www.moneyswap.com)

MoneySwap provides payment solutions and gateways to merchants which allow both online and point of sale transactions to be settled using UnionPay cards in the UK. In addition, UnionPay has licensed MoneySwap for its MoneyExpress service which enables overseas persons to send funds directly to UnionPay cardholders in China. The Company also offers prepaid card services working with partners such as Corner Bank, Switzerland and Visa and offers an online peer to peer platform for currency exchange and payments. The Company's shares are traded on the London Stock Exchange's AIM market (AIM: SWAP). More information can be found at www.moneyswap.com.

 

CHIEF EXECUTIVE OFFICER'S STATEMENT

 

Dear Shareholder,

During the financial year ended 31 March 2014 MoneySwap achieved a number of key strategic goals. On the financial side revenue increased by 186% to US$369,000 (£222,000), from US$129,000 (£78,000) in 2013, whilst maintaining a decrease in operating expenses, excluding foreign exchange differences, which were down by 8% to US$4.36 million (£2.62 million) from US$4.73 million (£2.84 million) in 2013. In terms of funding the Company raised US$2.65 million (£1.59 million) in loans. These can be converted to shares at the option of the Company only. During the year the equity was further increased by the conversion of US$4.65 million (£3.00 million) of loans and payables to ordinary shares of which US$4.59 million was converted at 1.35 British pence per share and US$0.06 million was converted at 0.60 British pence per share. During the period we also established the foundation for our MoneySwap brand in the United Kingdom and validated our sales strategy for the UK by securing key channel and trade association partners.

Business review (April 2013 - March 2014)

In 2012/13, our focus was to build robust, scalable and secure UnionPay payment solutions. During the year under review our focus was to build a sales and marketing team in the UK to deliver revenue growth from the payment solutions we developed. This was achieved.

We hired six marketing and sales professionals from the industry with in-depth market knowledge, proven sales records and extensive networks. The strategy was to secure: 1) channel partners; 2) trade associations; and 3) tier one merchants.

We teamed up with some of the leading UK payment service providers (PSP's) and independent sales organisations (ISO's). These channel partners have significant communities of existing merchants to refer to us for UnionPay payment solutions. This has the potential to substantially accelerate our route to market while keeping our sales costs down.

Partnering with trade associations has been particularly successful. MoneySwap was designated as the UnionPay payment acquirer by prestigious associations such as VisitBritian, the Association of Leading Visitor Attractions (ALVA) and the City of London Corporation. Their members, numbered in the hundreds, represent some of the largest tourist attractions and merchants in the UK. These include British Museum, Tower of London, Bicester Village, British Airways and major high street retailers. MoneySwap attended and was featured in a number of seminars sponsored by these trade organisations which served to promote MoneySwap brand recognition.

Finally, our direct sales team signed up some key tier one merchants and commenced negotiations with others. These included Air Charter Services, one of the leading private jet leasing companies, LuLu Guinness, a fashion retailer with branches across the UK, and the Signet Group which has over 500 jewelry outlets in the UK.

These successes have validated our sales strategy and ability to execute. The pace was hampered by the lower than expected level of awareness of the UnionPay brand in the UK and, of course, awareness of our own brand. However, both brands are now increasing their awareness and we expect that this will continue with the support of our partners and the expected increase of Chinese visitors to the UK.

1) Products and Services

Our focus remained on providing three UnionPay services:

These consist of: 1) Point of Sale (POS) which enables UK merchants to accept payment with the cardholder present swiping their card; 2) online e-payments referring to payments made by a cardholder in China for products and services offered online by UK based merchants; and 3) MoneyExpress which enables funds to be remitted from outside of China to UnionPay cardholders in China. Our proprietary technology and intellectual property ensures that these remittances are extremely fast and can be completed within one minute (including the usually lengthy transaction verification by UnionPay, the cardholder's bank in China and the State Administration of Foreign Exchange in China).

MoneySwap has its own e-payment gateways for all three services. This has significant advantages as we do not rely on third parties gateways and have the option to offer our solutions to other UnionPay merchant acquirers who rely on third party providers. With our back office infrastructure which involves transaction settlements, anti-money laundering compliance, money transfers through SWIFT and a fully implemented customer relationship management system we are well positioned to serve our merchants.

Emphasis of matter

The auditor's report to the financial statements for the year ended 31 March 2014 includes an emphasis of matter in relation to the Group's ability to continue as a going concern. Notwithstanding this, the Directors are confident in the Group's ability to continue as a going concern and consider that the Group is poised for revenue growth.

Post-year outlook

Post-year end, despite a slower than expected start, we consider that macro-conditions are favourable and that we are in a strong position to grow our revenue.

We continue to negotiate with leading UK PSPs which would result in access to hundreds of retail and online sites. Our trade association partners such as VisitBritian, ALVA and City of London Corporation, are continuing to promote our brand and raise awareness and we are starting to see tangible results from these. MoneySwap is now a member of the China-Britain Business Council (CBBC) and is becoming recognised as a source of information on the spending behavior of the Chinese consumer. We are further building our brand recognition through social and other digital media, such as Twitter, LinkedIn and Google Ads, and anticipate that this will also assist in helping to secure tier one merchants above.

Innovation remains a central core to our business and we see this as fundamental to our ability to continue to attract new customers. We are currently finalising a multi-card POS solution which will enable merchants to accept various cards, including UnionPay, through a single POS terminal. This saves merchants valuable counter space and offers them a single provider for their payments needs, thus enabling cost savings for them. This solution can also be used in e-commerce where the e-payment gateways accept various cards. These multi-card services will be possible through new PSP partnerships which support non UnionPay cards. These benefits are real to the merchants and complement our UnionPay solutions. These multi-card solutions are expected to be launched during the current financial year.

Clearly as the number of Chinese visitors to the UK increase, so does our potential revenue. In 2013 over 1.3 million Chinese visitors visited Europe but only 292,000 went to the UK. Those that visited the UK spent over £493 British Pounds. Recent relaxations in UK visa requirements for Chinese visitors should result in an increase to these numbers. For instance, in August 2014, the UK Home Office announced improvements to the visa system in China, including a 24-hour visa service and, on 12 September 2014, Home Secretary Theresa May said that she is taking steps to enable Chinese who visit the UK to submit both UK and Schengen visa applications at the same time, substantially simplifying the visa process. With over 3.2 billion UnionPay cards in circulation, virtually all of these Chinese visitors are UnionPay cardholders. It is their card of choice and most do not also hold alternative credit or debit cards. Acceptance of UnionPay cards is rapidly becoming a must for UK retailers seeking to maximize their sales to Chinese consumers and we continue to believe that MoneySwap has the best payment solution for merchants to offer Chinese customers.

According to the China E-Commerce Research Center, China online shoppers' overseas purchases reached US$12.5 billion in 2013, and this is estimated to increase to US$22.68 billion in 2014. Our online UnionPay solution enables UK merchants to accept payments from Chinese online shoppers. UK merchants may be becoming more aware of the potential online opportunity in China with the recent interest in Alibaba's initial public offering. Against this backdrop, the Directors believe that China is one of the most compelling emerging markets for UK merchants.

We are also excited about the potentially significant opportunity that MoneyExpress gives us to tap into the US$57 billion market of inward remittances to China. Using MoneyExpress, a person outside of China can remit funds in less than one minute to eligible UnionPay cardholders in China. The cardholder can then use their card at an ATM to withdraw cash or make purchases wherever UnionPay cards are accepted. MoneySwap is one of the first providers to be able offer this relatively new UnionPay service online. This, coupled with the MoneySwap platform found on www.moneyswap.com, offers our customers compelling benefits such as convenience, transparency and security.

Each one of our three UnionPay solutions represents an opportunity for significant revenue generation. They are intricately linked to the purchasing power of Chinese consumers for goods and services they buy abroad. Whilst progress is taking time, the market potential is extremely significant and we believe that in MoneySwap there is an opportunity to "tap into the spending of millions of Chinese consumers".

I thank our talented and dedicated team for providing value to our merchants and customers. They are highly focused and determined to deliver. I also thank our board of directors for their engagement and governance. And finally, you our shareholders, thank you for another year of support and patience. We have built solid foundations for products and services and our brand and drive to serve and delight the customer is resonating in the market. We believe we are well poised for revenue growth and look forward to being able to update you with positive developments at the appropriate time. 

Richard V. Proksa

 

Chief Executive Officer

 

Date: 29 September 2014

 

MONEYSWAP PLC CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOMEFOR THE YEAR ENDED31 MARCH 2014

Notes

2014

2013

US$

US$

Revenue

4

369,420

129,199

Cost of sales

(202,300)

(107,279)

Gross profit

4

167,120

21,920

Other income

4, 6

3,049

639

Administrative and operating expenses

(4,803,952)

(4,407,426)

Exceptional impairment loss on trade receivables

5

-

(1,752,866)

Total administrative and operating expenses

4

(4,803,952)

(6,160,292)

Loss before taxation

 

8

(4,633,783)

(6,137,733)

Taxation

9

(3,259)

(14,113)

Loss for the year

(4,637,042)

(6,151,846)

Other comprehensive income/(loss) for the year

Item that may be reclassified subsequently to profit or

loss:

Exchange differences on translating foreign operations

483,336

(334,949)

Total comprehensive loss for the year

(4,153,706)

(6,486,795)

Loss for the year attributable to:

Owners of the Company

(4,637,042)

(6,116,619)

Non-controlling interest

-

(35,227)

(4,637,042)

(6,151,846)

Total comprehensive loss for the year attributable to:

Owners of the Company

(4,153,706)

(6,451,568)

Non-controlling interest

-

(35,227)

(4,153,706)

(6,486,795)

 

 

Loss per share:

US Cent

US Cent

Basic and diluted

10

(1.08)

(1.45)

 

MONEYSWAP PLC CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2014

 

Notes

2014

2013

US$

US$

ASSETS

Non-current assets

Property, plant and equipment

11

181,212

312,601

Goodwill

12

589,419

538,679

Intangible assets

13

470,572

629,591

Total non-current assets

1,241,203

1,480,871

Current assets

Trade receivables

14

2,094

621

Other receivables and prepayments

15

267,303

384,546

Cash and cash equivalents

16

157,089

295,017

Total current assets

426,486

680,184

TOTAL ASSETS

1,667,689

2,161,055

EQUITY AND LIABILITIES

Equity attributable to equity holders of the Company

Share capital

17

1,023,504

677,285

Share premium

17

14,895,958

10,588,310

Share-based payment reserve

18

663,655

918,234

Foreign currency translation reserve

28,196

(455,140)

Combination reserve

19

3,456,928

3,456,928

Retained earnings

(22,598,668)

(18,262,994)

Total deficit attributable to equity holders of the Company

(2,530,427)

(3,077,377)

Non-current liabilities

Convertible loan notes

20(b)

610,000

3,532,139

Total deficit and non-current liabilities

(1,920,427)

454,762

Current liabilities

Trade and other payables

21

2,037,422

1,692,747

Convertible loan notes

20(c)

1,550,694

-

Provision for taxation

9

-

13,546

Total current liabilities

3,588,116

1,706,293

TOTAL EQUITY AND LIABILITIES

1,667,689

2,161,055

 

MONEYSWAP PLC CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 MARCH 2014

Notes

2014

2013

US$

US$

Net cash used in operating activities

22

(2,765,295)

(3,660,670)

Cash flow from investing activities

Purchase of property, plant and equipment

(838)

(55,991)

Proceeds from disposal of property, plant and equipment

469

323

Purchase of intangible assets

-

(345,305)

Acquisition of non-controlling interest in subsidiary

-

(314,340)

Net cash used in investing activities

(369)

(715,313)

Cash flow from financing activities

Loans repaid

20

-

(75,000)

Proceeds from convertible loan notes

20

2,651,000

3,587,000

Net cash generated from financing activities

2,651,000

3,512,000

Net decrease in cash and cash equivalents

(114,664)

(863,983)

Cash and cash equivalents at beginning of the year

295,017

1,140,558

Effect of foreign exchange rate changes

(23,264)

18,442

Cash and cash equivalents at end of the year

157,089

295,017

MONEYSWAP PLC CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2014

Share capital

Share premium account

Share-based payment reserve

Foreign currency translation reserve

Combination reserve

Retained earnings

Non-controlling interest

Total

US$

US$

US$

US$

US$

US$

US$

US$

Balance at

1 April 2012

 

677,285

10,588,310

734,817

(120,191)

3,456,928

(11,732,966)

(63,842)

3,540,341

Loss for the year

-

-

-

-

-

(6,116,619)

(35,227)

(6,151,846)

Other comprehensive loss

-

-

-

(334,949)

-

-

-

(334,949)

Total comprehensive

loss for the year

 

-

 

-

 

-

 

(334,949)

 

-

 

(6,116,619)

 

(35,227)

 

(6,486,795)

De-recognition of

non-controlling interest

-

-

-

-

-

(413,409)

99,069

(314,340)

Equity-settled share-

based transactions

- charged for the year

-

-

264,011

-

-

-

-

264,011

- forfeited during the year

-

-

(80,594)

-

-

-

-

(80,594)

Balance at

31 March 2013

 

677,285

 

10,588,310

 

918,234

 

(455,140)

 

3,456,928

 

(18,262,994)

 

-

 

(3,077,377)

Balance at

1 April 2013

677,285

10,588,310

918,234

(455,140)

3,456,928

(18,262,994)

-

(3,077,377)

Loss for the year

-

-

-

-

-

(4,637,042)

-

(4,637,042)

Other comprehensive

income

 

-

 

-

 

-

 

483,336

 

-

 

-

 

-

 

483,336

Total comprehensive

loss for the year

 

-

 

-

 

-

 

483,336

 

-

 

(4,637,042)

 

-

 

(4,153,706)

Issue of share capital

346,219

4,307,648

-

-

-

-

-

4,653,867

Equity-settled share-

based transactions

- charged for the year

-

-

94,259

-

-

-

-

94,259

- forfeited during the year

-

-

(348,838)

-

-

301,368

-

(47,470)

Balance at

31 March 2014

 

1,023,504

 

14,895,958

 

663,655

 

28,196

 

3,456,928

 

(22,598,668)

 

-

 

(2,530,427)

MONEYSWAP PLC NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AND COMPANY STATEMENT OF FINANCIAL POSITION FOR THE YEAR ENDED 31 MARCH 2014

 

1 General

 

MoneySwap Plc (the "Company") and its subsidiaries (together the "Group") are principally engaged in providing prepaid card services and merchant acquisition services to China UnionPay ("CUP"), and operating an online peer to peer foreign exchange and payment platform.

 

The Company is a public limited company incorporated and domiciled in Gibraltar. The Company's shares were listed on the Alternative Investment Market ("AIM") of the London Stock Exchange on 31 August 2011.

 

2 Significant accounting policies

 

The consolidated financial statements of the Group have been prepared in accordance with International Financial Report Standards ("IFRSs") as adopted by the European Union ("EU"). IFRSs are subject to amendment and interpretation by the International Accounting Standards Board ("IASB") and the IFRSs Interpretations Committee and there is an ongoing process and review and amendment by the European Commission.

These accounting policies comply with each IFRSs that were mandatory for accounting for the year ended 31 March 2014.

The consolidated financial statements also comply with Gibraltar Companies (Accounts) Act 1999, the Gibraltar Companies (Consolidated Accounts) Act 1999 and the Gibraltar Companies Act 1930 (as amended). Under Section 10(2) of the Gibraltar (Consolidated Accounts) Act 1999, the Company is exempt from the requirement to present its own statement of profit or loss and other comprehensive income.

 

The parent company made a loss after tax of US$14,493,685 (2013: US$1,271,206).

 

The principal accounting policies adopted by the Group in the preparation of its financial statements for the year ended 31 March 2014 with comparatives for the year ended 31 March 2013, are set out below. The accounting policies have been consistently applied to all periods provided.

Going concern

The Group has prepared a budget covering 12 months from the date of this report. After careful review of the Group's budget and its inherent assumptions and sensitivities for profit and free cash flow generation, its medium-term plans, the support provided by certain existing significant shareholders and debt providers, liquid resources and all relevant matters, the directors are confident that the Company and the Group have adequate financial resources to continue in operational existence for the foreseeable future from the date of approval of this report. They have therefore continued to adopt the going concern basis in preparing the financial statements which do not include any adjustments that may result if the Group was unable to continue as a going concern, including any changes to critical accounting estimates and judgements disclosed in note 3 or any additional provisions which may be required.

Basis of consolidation

The consolidated financial statements incorporate the results of the Company and entities controlled by the Company (its subsidiaries).

These financial statements consolidate the results and statement of financial position of the Company and those entities treated as subsidiaries using the acquisition method of accounting.

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is expected to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group 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 Group gains control until the date when the Group ceases to control the subsidiary.

Profit or loss and each component of other comprehensive income are attributable to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group's accounting policies.

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

Non-controlling interests

Non-controlling interests represent the equity in a subsidiary not attributable directly or indirectly to the Company. They are presented in the consolidated statement of financial position within equity based on the share of net assets, separately from equity attributable to the equity holders of the Company. Non-controlling interests in the results of the Group are presented on the face of the consolidated statement of profit or loss and other comprehensive income.

 

Changes in the Group's interests in a subsidiary that do not result in a loss of control are accounted for as equity transactions, whereby adjustments are made to the amounts of controlling and non-controlling interests within consolidated equity to reflect the change in relative interests, but no adjustments are made to goodwill and no gain or loss is recognised as an allocation of the total profit or loss and total comprehensive income for the year between non-controlling interests and the equity holders of the Company.

 

Goodwill

Goodwill is the difference between the cost of an acquired entity and the aggregate of the fair value of that entity's identifiable assets and liabilities. Positive goodwill is capitalised on the consolidated statement of financial position.

Any goodwill that arises is tested annually for impairment. If any indications of impairment exist then an impairment loss is recognised if the carrying amount of the goodwill exceeds its estimated recoverable amounts.

Investment in associate

An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

The results and assets and liabilities of associate are incorporated in the consolidated financial statements using the equity method of accounting. Under the equity method, investment in associate is carried in the consolidated statement of financial position at cost as adjusted for post-acquisition changes in the Group's share of the net assets of the associate, less any impairment in the value of individual investments.

Losses of an associate in excess of the Group's interest in that associate (which includes any long-term interests that, in substance, form part of the Group's net investment in the associate) are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate.

Where a group entity transacts with an associate of the Group, profits and losses are eliminated to the extent of the Group's interest in the relevant associate.

Property, plant and equipment

Property, plant and equipment are stated at historical cost less depreciation less any recognised impairment losses. Subsequent costs are included in the asset's carrying amount only when it is probable that future economic benefits associated with the item will flow to the Group and the costs can be measured reliably. All other costs, including repairs and maintenance costs, are charged to the statement of profit or loss and other comprehensive income in the period in which they are incurred.

Depreciation is provided on all property, plant and equipment other than freehold land and is calculated on a straight-line basis as follows:

Office and computer equipment - 20%

Leasehold improvements - 20%

 

Depreciation is provided on cost less residual value. The residual value, depreciation methods and useful lives are annually reassessed.

The carrying values of property, plant and equipment are reviewed for impairment annually and when events or changes in circumstances indicate that the carrying value may be impaired. Any impairment is taken direct to the statement of profit or loss and other comprehensive income.

 

Intangible assets

Intangible assets consist of development expenditure incurred in respect of software for the Group's electronic exchange platform and payment gateway systems and is recognised as an intangible asset in accordance with the provision of IAS 38 "Intangible Assets". Capitalised development expenditure is stated at cost less accumulated amortisation and impairment losses, if any. Amortisation of these assets is charged to administrative and operating expenses in the statement of profit or loss and other comprehensive income on a straight-line basis over the expected useful economic life of the asset.

Amortisation is charged against assets from the date at which the asset becomes available for use and is calculated on straight line basis as follows:

Electronic exchange platform - 20%

Payment gateway systems - 20%

 

Where no intangible asset can be recognised, development expenditure is treated as expenditure in the period in which it is incurred.

Impairment of non-financial assets

At each balance sheet date, the directors review the carrying amounts of the Group's tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any.

Equity

 

Equity comprises the following:

 

· "Share capital" represents amounts subscribed for shares at nominal value.

 

· "Share premium" represents amounts subscribed for share capital, net of issue costs, in excess of nominal value.

· "Share-based payment reserve" represents amounts credited for share option expenses, until exercise or forfeiture of share options, when the amounts are taken into share capital and premium or retained earnings.

 

· "Foreign exchange translation reserve" represents the exchange differences arising from the translation of the financial statements of the parent company into the Group's presentation currency and the translation at the closing rate of the net investment in the subsidiaries.

 

· "Combination reserve" represents amounts arising from the difference between the cost of the acquisition and the fair value of the assets to be recorded to the account for the share for share exchange, which occurred during the years ended 31 March 2011 and 31 March 2012.

 

· "Retained earnings" represents the accumulated profits and losses attributable to equity shareholders.

 

Financial instruments

 

Financial assets and financial liabilities are recognised in the consolidated statement of financial positionwhen the Group becomes a party to the contractual provisions of the instrument.

 

Trade and other receivables are measured at initial recognition at fair value, and are subsequently measured at amortised cost using the effective interest method. A provision is established when there is objective evidence that the Group will not be able to collect all amounts due. The amount of any provision is recognised in the statement of profit or loss and other comprehensive income.

Trade and other payables are initially measured at fair value, and are subsequently measured at amortised cost using the effective interest rate method.

Cash and cash equivalents comprise cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts.

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

Convertible loan notes

 

At initial recognition the convertible loan notes which do not contain an equity component are measured at fair value and subsequently carried at amortised cost. The interest expense recognised in the statement of profit or loss and other comprehensive income for the convertible loan notes is calculated using the effective interest method.

 

If the note is converted, the carrying amounts of the convertible loan notes are transferred to share capital and share premium as consideration for the shares issued. If the note is redeemed, any difference between the amount paid and the carrying amount is recognised in the statement of profit or loss and other comprehensive income.

 

Revenue recognition

Revenue comprises sales of prepaid cards, commission from merchant acquisition services for China UnionPay ("CUP") and commission received on the execution of foreign exchange and fund transfers on behalf of the clients. Other income mainly comprises bank interest income.

· Sales income from prepaid cards is recognised when the significant risks and rewards of the ownership have been transferred to the customers.

· Commission from merchant acquisition services is recognised based on settlement of the relevant payment transactions.

 

· Commission from remittance is recognised on an accruals basis following execution of the transactions.

 

· Bank interest income is recognised as it accrues using the effective interest method.

Foreign currency translation

The functional currency of the Company is Sterling ("£"). As the Group operates in both Europe and Asia, United States dollars ("US$") is used as the presentation currency for the Group's consolidated financial statements. Foreign currency transactions by Group companies are recorded in their functional currencies at the exchange rate at the date of the transaction. Monetary assets and liabilities have been translated at rates in effect at the balance sheet date, with any exchange adjustments being charged or credited to profit or loss.

 

On consolidation the assets and liabilities of the subsidiaries with non-United States dollars functional currency are translated into the Group's presentation currency at the exchange rate at the balance sheet date and the income and expenditure account items are translated at the average rate for the period.

 

For the purpose of foreign currency translation, the net investment in a subsidiary is determined inclusive of foreign currency intercompany balances for which settlement is neither planned nor likely to occur in the foreseeable future.

Foreign currency differences are recognised in other comprehensive income, and presented in the foreign currency translation reserve (translation reserve) in equity. If the operation is a non-wholly-owned subsidiary, then the relevant proportionate share of the translation difference is allocated to the non-controlling interests.

 

In the statement of cash flows, cash flows denominated in foreign currencies are translated into the presentation currency of the Group at the average exchange rate for the year or at the prevailing rate at the time of the transaction where more appropriate.

 

The exchange rate applied at the statement of financial position date was US$1.6642 per £1 (2013: US$1.5209).

 

Employment benefits

 

Provision is made in the financial statements for all employee benefits. Liabilities for wages and salaries, including non-monetary benefit and annual leave obliged to be settled within 12 months of the balance sheet date, are recognised in accruals.

 

Share-based payments

 

The grant-date fair value of share-based payment awards granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period that the employees unconditionally become entitled to the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant-date fair value of the share-based payment awards is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.

The Group measures the cost of equity-settled share-based payments by reference to the fair value of the equity instruments at the date at which they are granted.

Lease payments

 

Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease. Lease incentives received are recognised as an integral part of the total lease expense, over the term of the lease.

 

Current tax

 

Current tax for each taxable entity in the Group is based on the local taxable income at the local statutory tax rate enacted or substantively enacted at the balance sheet date and includes adjustments to tax payable or recoverable in respect of previous periods.

 

Deferred tax

 

Deferred tax is calculated 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. However, if the deferred tax arises from the initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss, it is not accounted for. Deferred tax is determined using tax rates and laws that have been enacted (or substantially enacted) by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.

Deferred tax liabilities are provided in full.

 

Deferred tax assets are recognised to the extent that it is probable that, i.e., more likely than not, future taxable profits will be available against which the temporary differences can be utilised.

 

Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the statement of profit or loss and other comprehensive income, except where they relate to items that are charged or credited directly to equity in which case the related deferred tax is also charged or credited directly to equity.

 

New standards and interpretations in issue but not yet effective

 

At the date of authorisation of these consolidated financial statements, the following standards and interpretations were in issue but not yet mandatorily effective and have not been applied in the financial statements:

 

· IFRS 9 - Financial Instruments - effective for annual periods commencing on or after 1 January 2018

· IFRIC 21: Levies - effective for annual periods commencing on or after 1 January 2014

· Amendments to IFRS 10, 12 and IAS 27: Investment Entities - effective for annual periods commencing on or after 1 January 2014

· Amendments to IAS 32: Offsetting Financial Assets and Liabilities - effective for annual periods commencing on or after 1 January 2014

· Amendments to IAS 36: Recoverable Amount Disclosures for Non-Financial Assets - effective for annual periods commencing on or after 1 January 2014

· Amendments to IAS 39: Novation of Derivatives and Continuation of Hedge Accounting - effective for annual periods commencing on or after 1 January 2014

 

The directors anticipate that the adoption of these standards and interpretations will not have a material impact on the consolidated financial statements in the period of initial adoption.

 

3 Critical accounting estimates and judgements

 

In preparing the consolidated financial statements, IFRSs requires management to exercise its judgement in the process of applying the Group's accounting policies. It also requires the use of certain critical accounting estimates and assumptions. The critical accounting estimates and judgments made by the Group regarding the future or other key sources of estimation uncertainty and judgment that may have a significant risk of giving rise to a material adjustment to the carrying values of assets and liabilities within the next financial year are:

 

Share-based payments

 

The Group measures the cost of share options granted by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by an external valuer using a Binomial model, with the assumptions detailed in note 18. The accounting estimates and assumptions relating to these share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact expenses and equity.

 

Impairment of goodwill

 

The Group determines whether goodwill is impaired on an annual basis. This requires an estimation of the recoverable amount of the cash-generating units, using value-in-use calculations, to which the goodwill is allocated. These value-in-use calculations require the Group to estimate the future cash flows expected to arise from the cash-generating units and a suitable discount rate in order to calculate the present values. The assumptions used in this estimation of recoverable amount and the carrying amount of goodwill are discussed in note 12.

 

Development expenditure

 

The Group's accounting policy for development expenditure results in certain items of expenditure being capitalised where it is considered likely to be recoverable by future revenue generated from sales achieved by the Group. This policy requires management to make certain estimates and assumptions as to future events and circumstances. Any such estimates and assumptions may change as new information becomes available. If, after having capitalised the expenditure under the policy, a judgement is made that recovery of the expenditure is unlikely, the relevant capitalised amount will be written off to the statement of profit or loss and other comprehensive income. 

 

Impairment of development expenditure

 

In accordance with the Group's accounting policy, each asset (or cash generating unit) is evaluated every reporting period to determine whether there are any indications of impairment. If any such indication exists, a formal estimate of recoverable amount is performed and an impairment loss recognised to the extent that carrying amount exceeds recoverable amount. The recoverable amount of an asset (or cash generating group) of assets is measured at the higher of fair value less costs to sell and value in use.

 

Fair value is determined as the amount that would be obtained from the sale of the asset in an arm's length transaction between knowledgeable and willing parties. Value in use is also generally determined as the present value of the estimated future cash flows, but only those expected to arise from the continued use of the asset in its present form and its eventual disposal. Present values are determined using a risk-adjusted pre-tax discount rate appropriate to the risks inherent in the asset. Future cash flow estimates are based on expected sales volumes and prices (considering current and historical prices, price trends and related factors), operating costs and future capital expenditure. This policy requires management to make these estimates and assumptions which are subject to risk and uncertainty. Hence, there is a possibility that changes in circumstances will alter these projections, which may impact the recoverable amount of the capitalised development expenditure. In such circumstances, some or all of the carrying value of the asset may be impaired and the impairment would be charged against the statement of profit or loss and other comprehensive income.

 

Useful economic life of intangible assets

 

For intangible assets which have a finite life, the directors revisit their estimate of useful economic life at each period end and revise accordingly. The directors take into consideration the intangible asset and related sales volume (including historic and projected).

 

4 Segmental information

 

In the opinion of the directors, the Group has three business lines as described below, which are managed separately as they require different strategies:

- Prepaid cards ("PP cards")

- Merchant acquisition for CUP ("Merchant acquisition")

- Small and medium-sized entities ("SMEs") and International remittance

 

For the Group's internal reporting process, operating performance for SMEs and International remittance are assessed together and therefore, their segmental results are combined.

 

The directors consider that is neither possible nor meaningful to distinguish aggregate amortisation and depreciation, other administrative and operating expenses and taxation between the business segments, nor segmental net assets and liabilities. As a result these amounts are not reported to the chief operating decision maker on a segmental basis.

 

2014

2013

US$

US$

Prepaid cards

Revenue

19,633

19,633

Cost of sales

(14,295)

(14,295)

Segmental gross profit/(loss)

5,338

5,338

Exceptional impairment loss on trade receivables (note 5)

-

-

Segmental net profit/(loss)

5,338

5,338

 

Merchant acquisition

Revenue

320,546

100,952

Cost of sales

(188,005)

(90,637)

Segmental gross profit

132,541

10,315

IT infrastructure costs

(95,974)

(59,223)

Segmental net profit/(loss)

36,567

(48,908)

 

SMEs and International remittance

Revenue

29,241

26,545

Cost of sales

-

-

Segmental gross profit

29,241

26,545

Consolidated

Revenue

369,420

129,199

Cost of sales

(202,300)

(107,279)

Gross profit

167,120

21,920

Other income

3,049

639

Amortisation

(182,479)

(140,419)

Depreciation

(125,968)

(128,244)

Other administrative and operating expenses

(4,495,505)

(4,138,763)

Exceptional impairment loss on trade receivables (note 5)

-

(1,752,866)

Loss before taxation

(4,633,783)

(6,137,733)

Taxation

(3,259)

(14,113)

Loss for the year

(4,637,042)

(6,151,846)

The Group is organised around two main geographical areas and a split of the geographical segments is as follows:

 

Europe

Asia-Pacific

Total

US$

US$

US$

Segmental information for the year ended 31 March 2014

 

Segmental revenue from external customers

320,546

48,874

369,420

Capital expenditure

-

838

838

Segmental total assets

290,537

1,377,152

1,667,689

Segmental information for the year ended 31 March 2013

 

Segmental revenue from external customers

100,952

28,247

129,199

Capital expenditure

-

401,296

401,296

Segmental total assets

871,451

1,289,604

2,161,055

 

The major changes in segment assets during the year mainly relate to the decrease in property, plant and equipment and intangible assets for normal depreciation/amortisation, and in cash and cash equivalents as used in daily operations.

 

5 Exceptional impairment loss on trade receivables

 

In the year ended 31 March 2012, the Group recognised revenue of US$1,752,866 in respect of sales of 860 prepaid cards to a customer which was billed in February 2012. The revenue was recognised when the significant risks and rewards of the ownership have been transferred to the customers, which was taken as the time when the customer acknowledged the invoice and agreed to the terms of invoice, i.e., funds received were not refundable to the customer in any event and the cards were not returnable to the Group. As the customer agreed to the above terms, the Group considered the sales were concluded and thus revenue was recognised accordingly.

 

A provision against the US$1,752,866 was made on 30 September 2012 albeit management continued to pursue the collection of these funds. The directors have determined that there was no prospect that the outstanding balance will be recovered either in part or in full. Thus, impairment loss was made in respect of this trade receivable in the year ended 31 March 2013.

 

6 Other income

 

2014

2013

US$

US$

Bank interest income

184

294

Others

2,865

345

3,049

639

 

7 Staff costs

 

Staff costs, including directors' remuneration, are as follows:

 

2014

2013

US$

US$

Salaries, allowances and benefits in kind

1,757,917

2,284,824

Share-based payments

52,112

137,008

1,810,029

2,421,832

 

During the year, the average number of persons employed by the Group is 32 (2013: 51), categorised as follows:

 

2014

2013

Administrative and general

9

14

Banking and trading operations and support

6

10

Sales and marketing

7

9

IT and customer support

10

18

32

51

 

The total remuneration of the directors for each period is as follows:

 

2014

2013

US$

US$

Salaries, allowances and benefits in kind

523,091

693,446

Share-based payments

13,171

74,895

536,262

768,341

 

Details of the directors' remuneration is disclosed in the Directors' Report on page 9.

 

8 Loss before taxation

 

Loss before taxation is stated at after charging/(crediting) the followings:

 

2014

2013

US$

US$

Amortisation

182,479

140,419

Auditor's remuneration

- Fees payable to the Group's auditors for the audit of the Group

106,406

63,205

- Fees payable to the Group's auditors for other services

30,014

39,289

- Fees payable to the statutory auditors for the audit of the Company

12,673

14,253

Depreciation

125,968

128,244

Foreign exchange loss/(gain)

441,618

(318,389)

Exceptional impairment loss on trade receivables (note 5)

-

1,752,866

Interest on convertible loan notes

385,515

56,155

Loss on disposal of property, plant and equipment

2,732

8,859

Operating lease charges: minimum lease payments - property rentals

325,168

363,514

Reversal of trade payables

-

(64,321)

 

9 Taxation

 

Taxation in the consolidated statement of profit or loss and other comprehensive income represents:

 

2014

2013

US$

US$

Provision for the year

3,259

3,262

Under-provision in respect of prior year

-

10,851

3,259

14,113

 

Tax reconciliation

Loss on ordinary activities before taxation

(4,633,783)

(6,137,733)

Loss on ordinary activities multiplied by the standard rate of corporation tax in Gibraltar of 10% (for each of the periods shown)

 

(463,378)

 

(613,773)

Taxation effects of:

Rate adjustment relating to overseas results

726,984

(409,714)

Non-deductible expenses

3,771,617

1,275,093

Non-taxable income

(4,375,583)

(566,172)

Tax effect of temporary differences not recognised

9,570

(401,703)

Under-provision in respect of prior years

-

10,851

Trading losses not utilised

334,049

719,531

Total tax expense

3,259

14,113

 

Taxation of the Company and its subsidiaries is recognised based on the rules and regulations of their respective countries of incorporation.

 

Taxation in the consolidated statement of financial position represents:

 

2014

2013

US$

US$

Balance brought forward

13,546

9,841

Provision for the year

3,259

3,262

Under-provision in respect of prior year

-

10,851

Income tax paid

(16,142)

(10,674)

Exchange realignment

(663)

266

-

13,546

 

The Group's unrecognised tax losses can be analysed as follows:

Trading tax losses not utilised

6,365,795

9,045,794

 

A deferred tax asset has not been recognised in respect of all tax losses available to carry forward against suitable future trading profits as the directors consider there is insufficient evidence that it is more likely than not all the assets will be recovered. These assets can be recovered against suitable future trading profits. The unrecognised tax losses will expire in the following years ending 31 March:

 

2014

2013

US$

US$

2016

302,294

297,243

2017

491,567

483,354

2018

522,321

513,595

2019

435,476

-

No expiry date

4,614,137

7,751,602

6,365,795

9,045,794

 

10 Loss per share

 

2014

2013

US$

US$

Net loss attributable to ordinary shareholders

(4,637,042)

(6,116,619)

Weighted average number of ordinary shares

Issued ordinary shares at beginning of the year

420,870,655

420,870,655

Effect of share allotments

9,374,384

-

Weighted average number of ordinary shares at end of the year

430,245,039

420,870,655

Basic and diluted loss per share (US Cent)

(1.08)

(1.45)

 

Basic loss per share has been calculated by dividing the net results attributable to ordinary shareholders by the weighted average number of shares in issue during the year.

 

Due to the Company and Group being loss making, the share options and convertible loan notes are anti-dilutive.

 

11 Property, plant and equipment

 

Office and

Leasehold

computer

improvements

equipment

Total

Group

US$

US$

US$

Cost

At 1 April 2012

370,628

226,597

597,225

Additions

1,042

54,949

55,991

Disposals

(1,008)

(15,912)

(16,920)

Exchange realignment

2,093

2,300

4,393

At 1 April 2013

372,755

267,934

640,689

Additions

-

838

838

Disposals

-

(6,442)

(6,442)

Exchange realignment

1,473

(5,732)

(4,259)

At 31 March 2014

374,228

256,598

630,826

 

Accumulated depreciation

At 1 April 2012

133,838

71,713

205,551

Charge for the year

74,264

53,980

128,244

Written back on disposals

(579)

(6,991)

(7,570)

Exchange realignment

794

1,069

1,863

At 1 April 2013

208,317

119,771

328,088

Charge for the year

75,049

50,919

125,968

Written back on disposals

-

(3,252)

(3,252)

Exchange realignment

1,030

(2,220)

(1,190)

At 31 March 2014

284,396

165,218

449,614

 

Net book value

At 31 March 2014

89,832

91,380

181,212

At 31 March 2013

164,438

148,163

312,601

 

12 Goodwill

 

Group

US$

At 1 April 2012

566,328

Exchange realignment

(27,649)

At 1 April 2013

538,679

Exchange realignment

50,740

At 31 March 2014

589,419

 

The goodwill relates to the excess of consideration paid over the net assets acquired in MoneySwap Limited and MoneySwap FX Limited. The directors consider that it is neither possible nor meaningful to distinguish segmental net assets and liabilities between the business segments.

 

The goodwill is tested annually for impairment and as at 31 March 2014, where the recoverable amount of the cash-generating unit was determined based on value-in-use calculations.

 

The recoverable amount of the cash-generating unit was determined based on value-in-use calculations. These calculations use cash flow projections based on financial budgets prepared by the directors of the Company covering a five-year period with a growth rate of 2% from 2015 onwards and a discount rate of 16%. The discount rate is the average of selected comparable companies' weighted average cost of capital.

 

As at 31 March 2014, the directors did not consider there to be any impairment in respect of the goodwill.

 

13 Intangible assets

 

Electronic

Payment

exchange

gateway

platform

systems

Total

Group

US$

US$

US$

Cost

At 1 April 2012

589,202

-

589,202

Additions

-

345,305

345,305

Exchange realignment

(28,765)

-

(28,765)

At 1 April 2013

560,437

345,305

905,742

Exchange realignment

52,788

35

52,823

At 31 March 2014

613,225

345,340

958,565

Accumulated amortisation

At 1 April 2012

147,298

-

147,298

Charge for the year

116,454

23,965

140,419

Exchange realignment

(11,566)

-

(11,566)

At 1 April 2013

252,186

23,965

276,151

Charge for the year

117,027

65,452

182,479

Exchange realignment

29,363

-

29,363

At 31 March 2014

398,576

89,417

487,993

Net book value

At 31 March 2014

214,649

255,923

470,572

At 31 March 2013

308,251

321,340

629,591

 

14 Trade receivables

 

2014

2013

US$

US$

Trade debtors

2,094

621

 

All trade receivables relate to sales of prepaid cards.

 

An impairment loss on trade receivables of US$1,752,866 was in the year ended 31 March 2013 - see note 5.

 

All trade receivables are denominated in Philippine Peso which are due upon billing. The ageing of trade receivables at the reporting date that were not impaired was as follows:

 

2014

2013

US$

US$

Past due 1-30 days

-

22

Past due 31-90 days

64

74

Past due 91-120 days

44

55

Past due over 120 days

1,986

470

2,094

621

 

The directors believe that no impairment allowance is necessary in respect of the trade receivables and consider that the carrying amount as at 31 March 2014 of trade receivables approximates to their fair value.

 

15 Other receivables and prepayments

 

2014

2013

Group

US$

US$

Other receivables and deposits

143,731

267,776

Prepayments

123,572

116,770

267,303

384,546

 

The directors consider that the carrying amount of other receivables and prepayments approximates to their fair value.

 

Other receivables and deposits included rental and utilities deposits of US$69,242 (2013: US$170,376), which are expected to be recovered after one year. Apart from this all of the other receivables and prepayments are expected to be recovered or recognised as expenses within one year.

 

16 Cash and cash equivalents

 

Cash and cash equivalents are denominated in the following currencies:

 

2014

2013

Group

US$

US$

United States dollars

70,005

193,230

Sterling

37,873

4,586

Hong Kong dollars

40,724

46,024

Chinese Renminbi

3,429

18,024

New Taiwan dollars

1,762

722

Philippine Peso

2,954

23,505

Others

342

8,926

157,089

295,017

17 Capital and reserves

 

Share capital and share premium

 

2014

2013

Number

Share

Share

Number

Share

Share

of shares

capital

premium

of shares

capital

premium

Group

US$

US$

US$

US$

Allotted, issued and fully paid, at £0.001 each

At beginning of the year

420,870,655

677,285

10,588,310

420,870,655

677,285

10,588,310

Shares issued for conversion of loans and interest

192,319,430

317,020

4,006,321

-

-

-

Shares issued for settlement of payables to directors

15,887,759

25,368

253,398

-

-

-

Shares issued for settlement of other payables

2,323,843

3,831

47,929

-

-

-

At end of the year

631,401,687

1,023,504

14,895,958

420,870,655

677,285

10,588,310

 

For details of the shares issued for conversion of loans and interest, settlement of payables to directors and settlement of other payables, please refer to notes 20(a), 26(c) and 26(d).

 

Dividends

 

The directors do not recommend the payment of a dividend for the year ended 31 March 2014 (2013: US$nil).

 

18 Share-based payments

 

Share benefit charges

 

2014

2013

US$

US$

Charges in respect of share options granted

89,948

274,317

Credit in respect of forfeiture of share options

(18,212)

(83,739)

Charge for the year

71,736

190,578

 

Share options

 

On 17 May 2011, the Group adopted a share option scheme that entitles directors, employees, consultants and professional advisers to purchase shares in the Company.

 

The terms and conditions relating to the grants of share options are as follows, all options are to be settled by physical delivery of shares:

 

Date of grant

12 August 2011

25 August 2011

18 October 2011

23 December 2013

Options outstanding

at 1 April 2013

14,875,000

5,088,767

4,200,000

-

Options granted

during the year

-

-

-

24,350,000

Options forfeited

during the year

(5,775,000)

-

(4,200,000)

(1,600,000)

Options outstanding

at 31 March 2014

9,100,000

5,088,767

-

22,750,000

Exercise price

£0.03 - £0.05

£0.03 - £0.05

£0.05

£0.01

Share price at date of

grant

£0.05

£0.05

£0.0188

£0.0075

Contractual life

(years)

10

5

10

5

Vesting date

12 February 2012

to

12 August 2014

31 August 2011

18 April 2013

to

18 October 2014

31 March 2014

to

9 April 2015

Settlement

Shares

Shares

Shares

Shares

Expected volatility

53.9%

58.3%

54.1%

46.9%

Expected option life

at date of grant

(years)

10

5

10

5

Risk free interest rate

2.87%

1.51%

2.59%

1.93%

Expected dividend

yield

0%

0%

0%

0%

Fair value per option

at date of grant

£0.027 - £0.033

£0.025 - £0.032

£0.007

£0.0022 - £0.0026

 

The number and weighted average exercise prices of share options are as follows:

 

Weighted

Weighted

average

average

Number of

exercise

Number of

exercise

options

price

options

price

2014

2014

2013

2013

£

£

Outstanding at 1 April

24,163,767

0.04

29,088,767

0.04

Granted during the year

24,350,000

0.01

-

-

Forfeited during the year

(11,575,000)

0.03

(4,925,000)

0.05

Outstanding at 31 March

36,938,767

0.02

24,163,767

0.04

Exercisable at 31 March

13,907,767

0.04

15,868,767

0.04

 

The fair value of the share options granted is measured using the Binomial Model. Valuation of the share options were based on the following conditions:

 

1. Share price at grant date for the share options granted on 12 August 2011 and 25 August 2011 is based on the subscription price of £0.05 when the Company was admitted to AIM on 31 August 2011.

2. Expected volatility is estimated based on the standard deviation of return on historical share price of selected comparable companies sourced from Bloomberg.

3. Risk free interest rate is based on the market yield of Sterling Treasury Strip as of the grant date sourced from Bloomberg.

4. Expected dividend yield is assumed to be 0%.

5. Expected annual departures is assumed to be 0%/5%.

 

11,575,000 of the share options forfeited during the year due to resignation of the grantees as employees of the Group or failure to meet the performance targets.

 

19 Combination reserve

 

US$

At 31 March 2013 and 31 March 2014

3,456,928

 

20 Convertible loan notes

 

The Group received loans from various related and unrelated parties and outstanding as follows:

 

2014

2013

Group

Notes

US$

US$

Power Capital Forex Management Limited

(a)

-

510,000

Henry Lin

(a)

-

100,000

Kolarmy Technology Inc.

(a)

-

100,000

Ton Yuan Enterprise Limited

(a)

-

1,352,000

Ton Yuan Enterprise Limited

(b)

610,000

-

Unrelated party A

(c)

350,000

350,000

Unrelated party B

(c)

100,000

100,000

Unrelated party C

(c)

1,000,000

1,000,000

2,060,000

3,512,000

Uplift for 10% discount on conversion price

(c)

100,694

20,139

2,160,694

3,532,139

 

(a) During the period from May 2012 to December 2013, the Group obtained certain loans from three related parties and a then independent third party, Ton Yuan Enterprise Limited. The loans bear interest at 5% per annum. The Company, at its sole discretion, can choose to repay or convert the loans to ordinary shares of the Company within two years from the original loan agreements, i.e., ranging from 22 May 2014 to 4 December 2015. The conversion price shall be calculated as the average closing market price of an ordinary share in the Company in the ten business days prior to the conversion dates.

 

In March 2014, these loans, together with the accrued loan interest, were converted into ordinary shares of the Company at a conversion price of £0.0135 (equivalent to US$0.02248), resulting in issue of 192,319,430 ordinary shares. Ton Yuan Enterprise Limited then became a significant shareholder of the Company.

 

(a) Details of the loans and interest converted are as follows:

 

Shares issued for conversion at US$0.02248

US$

Loans as of 31 March 2013

2,062,000

Additional loans received from April 2013 to December 2013

2,041,000

4,103,000

182,517,794

Accrued interest

220,341

9,801,636

4,323,341

192,319,430

 

(b) During the period from January 2014 to March 2014, the Company received further loans from Ton Yuan Enterprise Limited. The loans bear interest at 5% per annum. The Company, at its sole discretion, can choose to repay or convert the loans to ordinary shares of the Company within two years from the loan agreements, i.e., ranging from 6 January 2016 to 5 March 2016. The conversion price shall be calculated as the average closing market price of an ordinary share in the Company in the ten business days prior to the conversion dates.

 

(c) On 7 December 2012, 10 December 2012 and 8 January 2013, the Group issued convertible loan notes to three independent third parties, totally US$1,450,000. The notes carry 10% annual coupon with maturity dates in two years' time, at which point the note holders may request repayment of the outstanding principal plus any accrued interest. Should the note holders not request repayment then the repayment date will automatically be extended for 12 months. The Group has the option to repay the notes at any time from six months after the loan agreements.

 

The note holders may also choose to convert the loans into ordinary shares of the Company at the maturity dates ranging from 6 December 2014 to 7 January 2015. The conversion price shall be calculated as the average closing market price of an ordinary share in the Company in the ten business days prior to the maturity dates less 10% discount.

 

21 Trade and other payables

 

2014

2013

US$

US$

Group

Trade payables and accruals

1,192,130

986,063

Other payables

314,340

314,340

Amounts due to directors

308,618

173,725

Amount due to a related company

222,334

218,619

2,037,422

1,692,747

 

The amount due to a related company is interest free, unsecured and repayable on demand.

 

22 Net cash outflow from operating activities

 

2014

2013

US$

US$

Loss before taxation

(4,633,783)

(6,137,733)

Foreign exchange loss/(gain)

441,618

(318,389)

Depreciation and amortisation

308,447

268,663

Equity-settled share-based payment expenses

71,736

190,578

Exceptional impairment loss on trade receivables

-

1,752,866

Interest on convertible loan notes

385,515

56,155

Loss on disposal of property, plant and equipment

2,732

8,859

Reversal of trade payables

-

(64,321)

(3,423,735)

(4,243,322)

Changes in working capital

Trade receivables

(1,528)

(341)

Other receivables and prepayments

110,021

(48,673)

Trade and other payables

566,089

642,340

Income tax paid

(16,142)

(10,674)

Net cash used in operating activities

(2,765,295)

(3,660,670)

 

23 Commitments

 

Capital commitments

 

At 31 March 2014, there were no capital commitments (2013: US$nil) that had been contracted but not provided for.

 

Operating lease commitments

 

At 31 March 2014, the Group had total future minimum lease payments under non-cancellable operating leases payable as follows:

 

2014

2013

US$

US$

Within one year

137,508

176,876

 

The Group is the lessee in respect of its office premises and staff quarter held under operating leases. The leases run for an initial period of two months to one year, with an option to renew the leases when all terms are renegotiated. The leases do not include contingent rentals.

 

24 Contingent liabilities

 

There were no contingent liabilities at 31 March 2014 (2013: US$nil).

 

25 Financial instruments

 

The Group's financial instruments comprise cash and various items arising directly from its operations, such as trade receivables and trade payables. The main purpose of these financial instruments is to provide working capital for the Group. The Group's policy is to obtain the highest rate of return on its cash balances, subject to having sufficient resources to manage the business on a day to day basis and not exposing the Group to unnecessary risk of default.

 

Classification of financial instruments

 

The tables below set out the Group's accounting classification of each class of financial assets and liabilities and their carrying values.

 

Financial assets

 

2014

2013

US$

US$

Loans and receivables

Trade receivables

2,094

621

Other receivables and deposits

143,731

267,776

Cash and cash equivalents

157,089

295,017

302,914

563,414

 

Financial liabilities

 

2014

2013

US$

US$

At amortised cost

Trade payables and accruals

1,192,130

986,063

Other payables

314,340

314,340

Amounts due to directors

308,618

173,725

Amount due to a related company

222,334

218,619

Convertible loan notes

2,160,694

3,532,139

4,198,116

5,224,886

 

Trade and other payables generally have short time to maturity, while the convertible loan notes have maturity dates in two years' time.

 

At 31 March 2014 and 2013, the fair value and the book value of the Group's financial assets and liabilities were materially the same.

 

Exposure to credit, liquidity, interest rate and foreign currency risks arises in the normal course of the Group's business.

 

The Group's overall risk management strategy seeks to minimise adverse effects from the unpredictability of financial markets on the Group's financial performance. The Board of Directors is responsible for setting the objectives and underlying principles of financial risk management for the Group.

 

These risks are limited by the Group's financial management policies and practices described below.

 

Credit risk

 

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group does not generally provide credit to its customers but credit exposures can arise, normally for a short period of time, as the Group depends on its customers to pay for monies and services provided. Credit exposures are monitored regularly against approved risk limits, with client margins called for where appropriate. The total of financial assets was US$302,914 at 31 March 2014 (2013: US$563,414)

 

Cash and cash equivalents are held at banks with high credit ratings assigned by international credit-rating agencies. The total of cash and cash equivalents was US$157,089 at 31 March 2014 (2013: US$295,017).

 

At 31 March 2014, the Group has concentration of credit risk as all (2013: all) of the total trade receivables was due from one customer. Ageing analysis was detailed in note 14. Other receivables and deposits are spread over numerous counterparties and customers.

 

Liquidity risk

 

The Group's policy is to regularly monitor current and expected liquidity requirements and its compliance with lending covenants, to ensure that it maintains sufficient reserves of cash and adequate committed lines of funding from major financial institutions to meet its liquidity requirements in the short and longer term.

 

The following table details the remaining contractual maturities at the balance sheet date of the Group's financial liabilities, which are based on contractual undiscounted cash flows (including interest payments computed using contractual rates or, if floating, based on rates current at the balance sheet date) and the earliest date the Group can be required to pay:

 

2014

Total

Within

More than

contractual

one year

one year

Carrying

undiscounted

or on

but less than

amount

cash flow

demand

two years

US$

US$

US$

US$

Trade payables and accruals

1,192,130

1,192,130

1,192,130

-

Other payables

314,340

314,340

314,340

-

Amounts due to directors

308,618

308,618

308,618

-

Amount due to a related company

222,334

222,334

222,334

-

Convertible loan notes

2,160,694

2,204,603

1,594,603

610,000

4,198,116

4,242,025

3,632,025

610,000

 

2013

Total

Within

More than

contractual

one year

one year

Carrying

undiscounted

or on

but less than

amount

cash flow

demand

two years

US$

US$

US$

US$

Trade payables and accruals

986,063

986,063

986,063

-

Other payables

314,340

314,340

314,340

-

Amounts due to directors

173,725

173,725

173,725

-

Amount due to a related company

218,619

218,619

218,619

-

Convertible loan notes

3,532,139

3,802,000

2,207,000

1,595,000

5,224,886

5,494,747

3,899,747

1,595,000

 

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 fair value of a financial instrument will fluctuate due to changes in market interest rates.

 

The Group's interest rate risk arises primarily from the interest-bearing convertible loan notes of US$2,060,000, which are interest-bearing at 5% or 10% per annum and expose the Group to fair value interest rate risk. Details of the notes are set out in note 20.

 

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

 

Foreign currency risk

 

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. Currency risk arises on financial assets and liabilities that are denominated in a currency other than the functional currency of the entity by which they are held.

 

The Group's currency exposure based on the information provided to key management is as follows:

 

United

Hong

New

States

Kong

Chinese

Taiwan

Philippine

dollars

Sterling

dollars

Renminbi

dollars

Peso

Others

Total

At 31 March 2014

US$

US$

US$

US$

US$

US$

US$

US$

Financial assets

Trade receivables

-

-

-

-

-

2,094

-

2,094

Other receivables and deposits

52,232

131

64,242

(347)

43

27,279

151

143,731

Cash and cash equivalents

 

70,005

 

37,873

 

40,724

 

3,429

 

1,762

 

2,954

 

342

 

157,089

122,237

38,004

104,966

3,082

1,805

32,327

493

302,914

 

Financial liabilities

Trade payables and accruals

(848,381)

(216,149)

6,569

(12,763)

(37,806)

(67,644)

(15,956)

(1,192,130)

Other payables

(314,340)

-

-

-

-

-

-

(314,340)

Amounts due to directors

 

-

 

(91,342)

 

(217,276)

 

-

 

-

 

-

 

-

 

(308,618)

Amount due to a related company

 

-

 

-

 

-

 

(222,334)

 

-

 

-

 

-

 

(222,334)

Convertible loan notes

 

(2,160,694)

 

-

 

-

 

-

 

-

 

-

 

-

 

(2,160,694)

(3,323,415)

(307,491)

(210,707)

(235,097)

(37,806)

(67,644)

(15,956)

(4,198,116)

Currency exposure

(3,201,178)

(269,487)

(105,741)

(232,015)

(36,001)

(35,317)

(15,463)

(3,895,202)

 

United

Hong

New

States

Kong

Chinese

Taiwan

Philippine

dollars

Sterling

dollars

Renminbi

dollars

Peso

Others

Total

At 31 March 2013

US$

US$

US$

US$

US$

US$

US$

US$

Financial assets

Trade receivables

-

-

-

-

-

621

-

621

Other receivables and deposits

 

79,959

 

126

 

64,497

 

83,985

 

15,301

 

24,259

 

(351)

 

267,776

Cash and cash equivalents

 

193,230

 

4,586

 

46,024

 

18,024

 

722

 

23,505

 

8,926

 

295,017

273,189

4,712

110,521

102,009

16,023

48,385

8,575

563,414

 

 

United

Hong

New

States

Kong

Chinese

Taiwan

Philippine

dollars

Sterling

dollars

Renminbi

dollars

Peso

Others

Total

At 31 March 2013

US$

US$

US$

US$

US$

US$

US$

US$

Financial liabilities

Trade payables and accruals

(681,757)

(34,727)

(81,480)

(33,770)

(34,081)

(80,839)

(39,409)

(986,063)

Other payables

(314,340)

-

-

-

-

-

-

(314,340)

Amounts due to directors

 

-

 

(115,262)

 

(58,463)

 

-

 

-

 

-

 

-

 

(173,725)

Amount due to a related company

 

-

 

-

 

-

 

(218,619)

 

-

 

-

 

-

 

(218,619)

Convertible loan notes

 

(3,532,139)

 

-

 

-

 

-

 

-

 

-

 

-

 

(3,532,139)

(4,528,236)

(149,989)

(139,943)

(252,389)

(34,081)

(80,839)

(39,409)

(5,224,886)

Currency exposure

(4,255,047)

(145,277)

(29,422)

(150,380)

(18,058)

(32,454)

(30,834)

(4,661,472)

 

The following table illustrates the sensitivity of the net result for the year and equity in regards to the Group's financial assets and liabilities denominated in foreign currencies:

 

Hong

New

Kong

Chinese

Taiwan

Philippine

Sterling

dollars

Renminbi

dollars

Peso

Others

Total

At 31 March 2014

US$

US$

US$

US$

US$

US$

US$

10% strengthening of US$

26,949

10,574

23,202

3,600

3,532

1,546

69,403

10% weakening of US$

(26,949)

(10,574)

(23,202)

(3,600)

(3,532)

(1,546)

(69,403)

 

Hong

New

Kong

Chinese

Taiwan

Philippine

Sterling

dollars

Renminbi

dollars

Peso

Others

Total

At 31 March 2013

US$

US$

US$

US$

US$

US$

US$

10% strengthening of US$

14,528

2,942

15,038

1,806

3,245

3,083

40,642

10% weakening of US$

(14,528)

(2,942)

(15,038)

(1,806)

(3,245)

(3,083)

(40,642)

 

Capital risk management

 

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern and to maintain an optimal capital structure so as to maximise shareholder value. In order to maintain or achieve an optimal capital structure, the Group may adjust the amount of dividend payment, return capital to shareholders, issue new shares, buy back issued shares, obtain new borrowings or sell assets to reduce borrowings. The Group's current strategy is to maintain sufficient cash balances to satisfy ongoing requirements.

 

Capital structure

 

The Group's capital structure is as follows:

 

2014

2013

US$

US$

Cash and cash equivalents

(157,089)

(295,017)

Convertible loan notes

2,160,694

3,532,139

Net debt

2,003,605

3,237,122

Shareholders' deficit

(2,530,427)

(3,077,377)

Capital employed

(526,822)

159,745

 

26 Related party transactions

 

Related parties comprise mainly companies which are controlled or significantly influenced by the Group's or the Company's key management personnel and their close family members.

 

Group

2014

2013

Note

US$

US$

Loans received from Power Capital Forex Management Limited

-

585,000

Loans received from Henry Lin

-

100,000

Loans received from Kolarmy Technology Inc.

-

100,000

Loans received from Ton Yuan Enterprise Limited

(a)

610,000

-

Value of shares issued to related parties for conversion of loans and interest

(b)

897,313

-

Value of shares issued to directors for settlement of payables

(c)

278,766

-

Value of shares issued to a related party for settlement of payables

(d)

51,760

-

(Credit)/charges in respect of share options granted to directors and employees

(e)

(262,560)

220,747

Key management personnel remuneration

(f)

536,262

768,341

Amounts due to directors

(g)

308,618

173,725

Amount due to a related company

(h)

222,334

218,619

 

(a) During the period from January 2014 to March 2014, Ton Yuan Enterprise Limited, becoming the Company's substantial shareholder after the loans and interest conversion as mentioned in note 20(a), loaned US$610,000 to the Company. Loan agreements were signed detailing the terms on which the amounts were loaned. The loans bear interest at 5% per annum. The Company, at its sole discretion, can choose to repay or convert the loans to ordinary shares of the Company within two years from the loan agreements, i.e., ranging from 6 January 2016 to 5 March 2016. The conversion price shall be calculated as the average closing market price of an ordinary share in the Company in the ten business days prior to the conversion dates. The loans are outstanding at the year end, for details, please refer to note 20(b).

 

(b) On 24 March 2014, the Company converted loans and accrued interest due to the following related parties, with a share value of US$897,313. Total value of the shares issued were as follows:

 

2014

2013

US$

US$

Henry Lin

105,384

-

Kolarmy Technology Inc.

243,125

-

Power Capital Forex Management Limited

548,804

-

897,313

-

- Henry Lin is the Group's Chairman's brother.

- Henry Lin is a sole shareholder and sole director of Kolarmy Technology Inc.

- Kung-Min Lin, the Group's Chairman, has an interest in Power Capital Forex Management Limited and his brother, Henry Lin, is a director and major shareholder of it.

 

(c) In June 2013, the Company's director, Mr. Richard O'Dell Poulden, resigned from his office and 6,434,822 ordinary shares were issued in settlement of director's fees and expenses accrued to him by the Group totalling £38,609 at the then bid price of £0.006.

 

In March 2014, 9,452,937 ordinary shares were issued to the other directors for settlement of director's fees accrued to them by the Group totalling US$220,048 at the conversion price of £0.0135.

 

Total value of the shares issued were as follows:

2014

2013

US$

US$

Craig Niven

25,495

-

Javier Amo Fernández de Ávila

25,993

-

Kung-Min Lin

117,767

-

Richard O'Dell Poulden

58,718

-

Richard Victor Proksa

24,770

-

Saihua Xu

26,023

-

278,766

-

(d) In March 2014, 2,323,843 ordinary shares were issued to Henry Lin, the Group's Chairman's brother, for settlement of consultancy fees accrued to him totalling US$51,760 at the conversion price of £0.0135.

 

(e) On 12 August 2011, 18 October 2011 and 23 December 2013, the Company granted options over 53,438,767 ordinary shares to the Group's directors, employees and consultant, exercisable for half to ten years at £0.01 to £0.05 per ordinary share. 4,925,000 of the share options forfeited in previous years and a further 11,575,000 share options forfeited during the year due to resignation of the grantees as employees of the Group or failure to meet the performance targets.

 

(f) Key management personnel remuneration

2014

2013

Group

US$

US$

Salaries, allowances and benefits in kind

523,091

693,446

Share-based payments

13,171

74,895

536,262

768,341

Details of the directors' remuneration is disclosed in the Directors' Report on page 9.

 

(g) Amounts due to directors represent outstanding fees to directors as follows:

2014

2013

Group

US$

US$

Chee Boon Lee

-

9,983

Craig Niven

8,330

-

Javier Amo Fernández de Ávila

61,356

32,395

Kung-Min Lin

12,494

48,471

Richard O'Dell Poulden

-

32,395

Richard Victor Proksa

217,276

48,479

Saihua Xu

9,162

2,002

308,618

173,725

 

(h) The amount is due to Power Capital Holdings Limited. Kung-Min Lin, the Group's Chairman, and Richard Victor Proksa, the Group's Chief Executive Officer, have an interest in Power Capital Holdings Limited and are directors of it. In the amount due to Power Capital Holdings Limited there were exchange differences between Renminbi and United States dollars.

 

27 Ultimate controlling party

 

As at 31 March 2014, the Group had no controlling party.

 

28 Client's money

 

At 31 March 2014, the Group held client money in its bank accounts amounting to US$3,957,636 (2013: US$4,827,764) in trust on behalf of its customers. Such client money is therefore not reflected in the Consolidated Statement of Financial Position.

 

29 Post balance sheet events

 

Subsequent to the year end, the Group closed down its subsidiaries in Australia and Thailand, namely MoneySwap Australia Pty. Ltd. and MoneySwap (Thailand) Co., Ltd.

 

Subsequent to the year end, the Group received loans of US$1,205,000 from an unrelated party. The loans bear interest at 5% per annum and terms of two years. According to the agreements signed, the Company, at its sole discretion, can choose to repay or convert the loans to ordinary shares of the Company within two years from the loan agreements, i.e., ranging from 31 March 2016 to 3 September 2016. The conversion price shall be calculated as the average closing market price of an ordinary share in the Company in the ten business days prior to the conversion dates.

 

30 Statutory accounts

 

The financial information does not constitute the Group's statutory accounts for the year ended 31 March 2014 or the year ended 31 March 2013, but is derived from those accounts.

 

Statutory accounts for the year ended 31 March 2013 have been delivered to the Registrar of Companies in Gibraltar. Statutory accounts for the year ended 31 March 2014 will be filed in due course. The auditors have reported on the accounts for the year ended 31 March 2014 and their report draws attention to the disclosures made in respect to going concern as detailed in note 2. Despite drawing attention to these matters, the auditor's report was unmodified and did not contain statements under section 10(2) of the Gibraltar Companies (Accounts) Act 1999 or section 182(1)(a) of the Gibraltar Companies Act.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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