MOH Moh Nippon Plc

STATEMENT OF FINANCIAL POSITION

The financial statements were approved and authorised for issue by the board on 22 August 2024 and were signed on its behalf by:

Aamir Ali Quraishi - Non-Executive Chairman

The accompanying notes form an integral part of these financial statements.

STATEMENT OF CHANGES IN EQUITY

The accompanying notes form an integral part of these financial statements.

STATEMENT OF CASHFLOWS

The accompanying notes form an integral part of these financial statements.

NOTES TO THE FINANCIAL STATEMENTS

1      Corporate information

The Company was incorporated on 21 April 2021 in England and Wales as a public company, limited by shares and with Registered Number 13349097 under the Companies Act 2006. The Company's registered office address is located at 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ.

The Financial Statements as at and for the year ended 30 April 2024 are available at  www.mohnippon.com

2      Accounting policies

Basis of Preparation

The audited annual Financial Statements of the Company have been prepared on a historical cost basis, as modified by the revaluation of financial instruments measured at fair value through profit or loss, or otherwise required under IAS.

The Financial Statements have been prepared in accordance with UK-adopted international accounting standards ("IAS") and the requirements of the Companies Act 2006.

During the period under review, the Company was not engaged in any activities other than those which are required in connection with the selection, structuring and completion of an acquisition in a target business.

The Financial Statements are presented in Sterling ("£"), which is the Company's functional and presentational currency, rounded to the nearest pound except where specified.

The Company had no operations and therefore no segmental information is presented.

The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the Company's Financial Statements.

Going concern basis of preparation

The Company's Financial Statements have been prepared on a going concern basis, which assumes that the Company will continue in operational existence for the foreseeable future.

In undertaking this assessment, the Directors reviewed working capital forecasts for a minimum of 12 months from the date of the approval of these Financial Statements. The Company has based the going concern on the assumption that the existing cash, including the amounts available after the acquisition and re-admission are sufficient to meet the working capital requirements of the Company for the foreseeable future as the Company.  The Company raised gross proceeds of £2 million from equity fundraising on 31 October 2022. At 30 April 2024 the Company had a cash balance of £1.5 million, and a cash balance of £1.15 million at the date of these financial statements.

As a result, the Directors believe that the going concern assumption is appropriate. Any potential future cash requirement will be funded using through the issue of new equity or debt.

Standards and interpretations issued but not yet applied

Certain new accounting standards and interpretations have been published that are not mandatory and have not yet been adopted by the Company.

Effective for annual reporting periods commencing on or after 1 January 2024:

In June 2023, the International Sustainability Standards Board (ISSB) issued its first two standards which are effective for annual reporting periods commencing on or after 1 January 2024:

The following new standards and amendments are effective for annual reporting periods commencing on or after 1st January 2025:

The following new standards and amendments are effective for annual reporting periods commencing on or after 1st January 2027:

The Company will continue to assess any impact on the Company from the adoption of these amendments. It is not anticipated that any of these will have a material impact on the Company's Financial Statements.

Financial assets

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of a financial instrument. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

Financial assets and financial liabilities are offset if there is a legally enforceable right to offset the recognised amounts and interests and it is intended to settle on a net basis. Cash comprises cash in hand and on demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and that are subject to an insignificant risk of changes in value with maturities of three months or less.

Financial liabilities

The Company's financial liabilities include borrowings, trade and other payables. The Company does not  at the end of the reporting period have any financial liabilities measured at fair value through profit or loss, therefore all financial liabilities are initially measured at fair value, net of transaction costs, and are subsequently measured at amortised cost. The Company recognises an equity instrument on any contract that evidences a residual interest in the assets of the Company.

Income tax

Income tax for the year comprises current tax and movements in deferred tax assets and liabilities. Current tax and movements in deferred tax assets and liabilities are recognised in profit or loss except to the extent that they relate to items recognised in other comprehensive income or directly in equity, in which case the relevant amounts of tax are recognised in other comprehensive income or directly in equity, respectively.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the end of the reporting period, and any adjustment to tax payable in respect of previous years.

Deferred tax assets and liabilities arise from deductible and taxable temporary differences respectively, being the differences between the carrying amounts of assets and liabilities for financial reporting purposes and their tax bases. Deferred tax assets also arise from unused tax losses and unused tax credits.

Current tax balances and deferred tax balances, and movements therein, are presented separately from each other and are not offset. Current tax assets are offset against current tax liabilities, and deferred tax assets against deferred tax liabilities, if the Company has the legally enforceable right to offset current tax assets against current tax liabilities and the following additional conditions are met:

Earnings per Ordinary Share

The Company presents basic and diluted earnings per share data for its Ordinary Shares. Basic earnings per Ordinary Share is calculated by dividing the profit or loss attributable to shareholders by the weighted average number of Ordinary Shares outstanding during the period. Diluted earnings per Ordinary Share is calculated by adjusting the earnings and number of Ordinary Shares for the effects of dilutive potential Ordinary Shares.

Warrant reserve

The warrant reserve represents the cumulative charge to the statement of comprehensive income, from the fair valuation of share warrants issued to the holders of warrants.

Share capital and reserves

Ordinary Shares are classified as equity. Equity represents the residual interest in the assets of the Company after deducting all of its liabilities. On 31 October 2022 the Company had issued shares with a nominal value of £0.01 at a price of £0.04 and the excess of share price above the nominal value is reported as Share Premium.

Equity

Equity is classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity is recorded at the amount of proceeds received, net of issue costs.

Share issue costs

Share issue costs have been incurred in relation to the issue of the Ordinary Shares and warrants. Share issue costs are apportioned to shares and warrants in proportion of gross proceeds of the issue. As there were no proceeds from the issue of warrants, all share issue costs were allocated against Share Premium Reserve.

Share-based payments (equity settled)

The grant of the warrants is recognised as equity-settled share-based payments under IFRS 2. Services received in exchange for the grant of any share-based payments are measured by reference to the fair value of the instruments at the grant date using the Black Scholes Option pricing model. Share-based payments are recognised as an expense in the Statement of Comprehensive Income.

Critical accounting estimates and judgements

In preparing the Company Financial Statements, the Directors are required to make judgements on how to apply the Company's accounting policies and make estimates about the future.

The scope for critical judgements or estimates relevant to the year under review has been limited to the below:

Transaction costs

The Company has incurred legal and professional fees towards services relating to the acquisition of MOH and re-admission of the enlarged share capital of the Company to the Main Market of the London Stock Exchange. The Company has estimated the transaction costs to be accrued and applied judgement in determining that the costs accrued to the year-end relate to the acquisition of MOH and expensed them.

Warrants

During the prior year, the Company issued share warrants to founders and brokers. Judgement was exercised in determining the treatment of the share warrants under IFRS 2 as equity-settled share-based payments.

IFRS 2 requires an expense to be recognised at the grant date fair value, with a corresponding increase in equity over the vesting period. The Company determined that the grant date and the vesting date of the shares was immediate on issue and therefore the fair value of the shares as at that date was recognised in full in the Statement of Comprehensive Income as a share-based payment charge, in the prior year. The balance shown in the warrant reserve represents management's estimate of the value of the warrants to be exercised as at the reporting date. See note 13 and 20 for further disclosures relating to these warrants.

3      Operating loss

Operating loss is stated after charging:

There were no staff costs as no staff were employed by the Company during the year ended 30 April 2024 (2023: none).

4      Reverse acquisition costs

5      Directors' remuneration

The Directors are regarded as the key management personnel. Further details on Directors' remuneration are included in the Directors' remuneration report.

6      Cash and cash equivalents

7      Prepayments and other receivables

8      Trade and other payables

9      Taxation

a)            Income tax in the statement of comprehensive income:

No provision has been made for Corporation Tax as the Company did not earn any profit subject to tax for the year ended 30 April 2024 (2023: £Nil). There is no liability in the statement of financial position.

b)            Reconciliation between tax expense and accounting loss at the applicable tax rates:

                The Company has tax losses carried forward of approximately £315,000 (2023: £146,711) against which the Company has not recognised a deferred tax asset.

10   Share capital

Ordinary shares

No new shares were issued during the year.  

During the prior period, the Company completed the placing of 50,000,000 shares of the Company at a price of £0.04 per share.

In October 2022 55,000,000 of the Company's Ordinary Shares were admitted to trading on the London Stock Exchange's Main Market for Listed Securities ("LSE"), which included 5,000,000 Ordinary Shares issued on incorporation, all of which have been fully paid up.

11   Share Premium

There was no movement in share premium during the year.

12   Loss per Share

The calculation of basic and diluted earnings per share has been based on the following loss attributable to shareholders and weighted-average number of Ordinary Shares outstanding at the year end.

For the year ended April 2024, the weighted average number of Ordinary Shares for the purpose of calculating the basic and diluted loss per share is determined by reference to the 55,000,000 Ordinary Shares outstanding at 1 May 2023.

On 31 October 2022, the Company issued 8,575,000 share warrants with future dilutive potential, but these have not been included in the computation of diluted loss per share as the warrants are deemed anti-dilutive making the diluted loss per share equal to the basic loss per share.

13   Share-based payments charge and warrant reserve

In the prior year, the Company granted 8,000,000 warrants to founders and 575,000 warrants to its broker.

The fair value of the warrants was calculated using the Black Scholes pricing model and was determined to be £0.014 for warrants exercisable at £0.04 per share and £0.006 for warrants exercisable at £0.08 per share.

The total number of warrants expected to be exercised at £0.04 per share was 4,575,000, the total fair value of which at £0.014 per share is £64,050, which was expensed in full during the period. This includes £8,050 of charges that relate to the broker warrants.

The total number of warrants expected to be exercised at £0.08 per share was 4,000,000, the total fair value of which at £0.006 per share is £24,000, which was expensed in full during the period.

Total share-based payment charge expensed in the prior year was £88,050 which constitutes the share warrant reserve included in equity.

After the year end, the Company entered into deeds of termination with the holders of warrants to cancel all of the warrants. In the case of 575,000 Broker Warrants held by Optiva, this was undertaken in return for an aggregate payment of £34,500 paid to Optiva upon the publication of the prospectus on 30 July 2024 and in the case of all other warrants, at re-admission for nil consideration.  At the date of this report, the Company has no warrants outstanding.

14   Financial instruments

The Company's financial instruments comprise the trade and other payables, and the Director's loan which was repaid during the year. The Company's accounting policy and method adopted, including the criteria for recognition, is set out in Note 2 "Accounting policies" to the Company Financial Information. The Company does not use its financial instruments for speculative purposes.

15   Financial risk management

The Company uses basic financial instruments only, which arise directly from operations.

Financial risk factors

For the reporting period, the Company was actively seeking investments in its stated role as special purpose acquisition company and had only one asset, being its cash of £1,497,177. As such, its only financial risk relates to the financial condition and credit worthiness of the bank. The Directors have concluded that they represent as minimal a financial risk as is practicable.

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

The maturity profile of the Company's financial liabilities at the end of year, based on the contractual undiscounted cash flows, is as follows:

The management of risk is a fundamental concern of the Company's management. This note summarises the key risks to the Company and the policies and procedures put in place by management to manage it.

a) Market risk

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

b) Interest rate risk

Interest rate risk arises from increases in market interest rates and could potentially arise from the use of bank overdrafts. The Company had no exposure to interest rate risk at 30 April 2024.

c) Foreign exchange risk

Foreign exchange risk arises from adverse movements in currency exchange rates. The Company, which had during the year to 30 April 2024 its functional currency as Pound Sterling, was exposed to minimal levels of foreign exchange risk during the period as it did not generate any revenue and there was no material cost in any other currency.

Fair values

The Directors have assessed that the fair value of the accruals and cash approximates their carrying amount.

16   Capital management policy

The Directors' objectives when managing the Company's capital are to safeguard the Company's ability to continue as a going concern in order to provide returns for the Company's shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The capital structure of the Company consists of £1,497,177 of cash and 55,000,000 issued Ordinary Shares to the value of £550,000.

17   Related party transactions

The Company's key management personnel are its directors. During the year ended 30 April 2024, total remuneration payable to Directors was £56,000 (2023: £72,000). Please refer to the Directors' Remuneration Report for further analysis.

During the year the Company incurred commissions of £nil (2023: £36,000) to a shareholder for placing services, which is being paid in instalments. At the year end the Company owed the shareholder £3,000 (2023: £21,000) in respect of this commission.

18   Ultimate controlling party

As at 30 April 2024, the Company does not have one identifiable controlling party.  See note 20 'Events subsequent to the reporting period' for changes to the controlling party since the year end.

19   Contingencies and commitments

As at 30 April 2024, the Company does not have any contingencies or commitments. As at the date of this report, the Company has commitments of £108,000 towards professional and regulatory fees, conditional upon listing and £65,000 towards legal and regulatory fees.

20   Events subsequent to the reporting period

a.    Reverse acquisition of Minnadeooyasan-Hanbai Co., Ltd

On 19 August 2024 the Company's shares were re-admitted to trading on the Main Market of the London Stock Exchange following approval of the transaction by shareholders at the general meeting on 16 August 2024, thus completing its acquisition of MOH, acquiring a 97.41% interest via a share-for-share exchange. Bowen Fintech plc was renamed MOH Nippon Plc on 14 August 2024.

b.    Cancellation of Share warrants

As at the year end, the Company had a total of 8,575,000 warrants in issue. After the year end, the Company entered into deeds of termination with the holders of warrants to cancel all of the warrants. In the case of 575,000 Broker Warrants held by Optiva, this was undertake in return for an aggregate payment of £34,500  to Optiva upon the publication of the prospectus on 30 July 2024 and in the case of all other warrants, at re-admission for nil consideration. At the date of this report, the Company does not have any warrants outstanding.

c.     Changes to the ultimate controlling party

At the reporting date, Mr Kenichi Yanase, through his wholly owned company KBC is the largest shareholder of the Company. Mr Kenichi Yanase, through KBC, will control the exercise of voting rights in respect of approximately 80.69 per cent. of the issued share capital of the Company.

d.      Appointment of additional Directors to the board.

The following Directors joined the board at re-admission on 19 August 2024, following completion of the acquisition of MOH: