0165 - XOX - AnnualReport - 2020-09-30 - XOX - Annual Report 2020 - 1102967944
0165 - XOX - AnnualReport - 2020-09-30 - XOX - Annual Report 2020 - 1102967944
0165 - XOX - AnnualReport - 2020-09-30 - XOX - Annual Report 2020 - 1102967944
Profile of Directors 3
Profile of Key Senior Management 7
Financial Highlights 10
Corporate Structure 11
Chairman’s Statement 12
Management Discussion and Analysis 14
Corporate Sustainability Statement 18
Statement of Corporate Governance 22
Audit Committee Report 39
Statement of Directors’ Responsibility In Respect 41
of the Audited Financial Statements
Statement of Share Issuance Scheme (“SIS”) Committee 42
Statement on Risk Management and Internal Control 44
Additional Compliance Disclosure 47
Financial Statements 49
Analysis of Shareholdings 143
Notice of Annual General Meeting 149
Administrative Guide 154
Form of Proxy
OUR VISION
TO BE A
OUR VISION
TO BE A
INNOVATIVE &
CREATIVE
CORPORATE INFORMATION
BOARD OF DIRECTORS
Dato’ Seri Abdul Azim bin Mohd Zabidi
Non-Independent Non-Executive Chairman
Tan Sik Eek
Executive Director
Roy Ho Yew Kee
Executive Director
Hew Tze Kok
Independent Non-Executive Director
Andy Liew Hock Sim
Independent Non-Executive Director
AUDIT COMMITTEE COMPANY SECRETARIES AUDITORSMessrs Moore Stephens Ass
Hew Tze Kok Chong Voon Wah
(Chairman) (SSM PC No. 202008001343) (MAICSA
Dato’ Seri Abdul Azim bin Mohd Zabidi 7055003)
(Member) Thai Kian Yau
Andy Liew Hock Sim (SSM PC No. 202008001515) (MIA 36921)
(Member) PRINCIPAL BANKERS
NOMINATION AND Ambank (M) Berhad Public Bank Berhad
REMUNERATION COMMITTEE Hong Leong Bank Berhad
Andy Liew Hock Sim REGISTERED OFFICE
(Chairman) 22-09, Menara 1MK No. 1 Jalan Kiara Mont
Dato’ Seri Abdul Azim bin Mohd Zabidi Kiara
(Member) 50480 Kuala Lumpur
Hew Tze Kok Telephone: (603) 2856 7333
(Member) BUSINESS OFFICE
SHARE ISSUANCE SCHEME COMMITTEE Lot 8.1, 8th Floor Menara Lien Hoe
Tan Sik Eek No. 8, Persiaran Tropicana Tropicana Golf &
(Chairman) Country Resort 47410 Petaling Jaya
Roy Ho Yew Kee Selangor Darul Ehsan Telephone: (603) 7884
(Member) 2388
Ng Kok Heng Facsimile: (603) 7803 0778
(Member)
PROFILE OF DIRECTORS
PROFILE OF DIRECTORS
DATO’ SERI ABDUL AZIM BIN MOHD ZABIDI
Age 61
Nationality : Malaysian
Gender : Male
Position in the Company : Non-Independent Non-Executive Chairman
Dato’ Seri Abdul Azim bin Mohd Zabidi, was appointed to the Board on 30 June 2010. He graduated with a Masters of Arts
in Business Law from the London Metropolitan University, United Kingdom in 1983. He is also a Fellow of The Chartered
Institute of Secretaries and Administrators, United Kingdom.
Dato’ Seri Azim was Chairman of Bank Simpanan Nasional (BSN), Malaysia’s National Savings Bank, a position he
held for 10 years from 1999 – 2009. He had quickly risen through the ranks of the Malaysian financial industry,
having started his banking career in 1984.
Growing from his work with BSN, he was also active in the work undertaken by the Brussels based World Savings
Banks Institute (WSBI). In 2000, he was appointed President (Asia Pacific) for WSBI and in 2003, he was elevated to its
Board of Directors. In 2007, he became the first non-European since WSBI’s inception, to be appointed to the dual
post of Vice President and Treasurer.
A long association with the unit trusts/mutual funds and fund management industry culminated in Dato’ Seri
Azim’s election as President of the Federation of Malaysian Unit Trust Managers, a post he held from 1998 to
2003. During this period, he was appointed Member of the Board of Directors of the International Investment
Funds Association (IIFA), with headquarters in Montreal, Canada, a post he relinquished in 2008. The year prior to
that, he was also appointed Chairman of the Board’s Audit Committee.
His love for the arts and being an avid collector of Malaysian art works saw him being appointed Chairman of the
Board of Trustees of the National Art Gallery, Malaysia in March 2009 until 2010.
In the field of sports, he was appointed Chairman of the National Sports Institute in May 2017 and subsequent to
that appointed Malaysia’s Chef-de-Mission to the Asian Games 2018 in Jakarta and Palembang, Indonesia. On 5
May 2018, Dato’ Seri Azim was elected Deputy President of the Olympic Council of Malaysia.
He now sits on numerous local and foreign Boards of Companies, both public and private, amongst which are
Anzo Holdings Berhad, Timberwell Berhad, Fintec Global Berhad and DGB Asia Berhad.
He is presently a member of the Audit Committee and Nomination and Remuneration Committee of the Company.
He has no relationship with any other Directors or Major Shareholder of the Company, no conflict of interest with
the Company and has not been convicted of any offences within the past five (5) years other than the traffic offence, if
any.
Mr Roy Ho Yew Kee was appointed to the Board on 22 March 2019 as Non-Independent Non-Executive Director, and as the
representative of Key Alliance Group Berhad, the major shareholder of the Company. On 16 March 2020, he was re-
designated as Executive Director of the Company. He obtained his Bachelor of Commerce from the Griffith
University, Brisbane, Australia. Mr Roy brings over 20 years of financial service and restructuring experience both
locally and abroad in various capacities.
Mr Roy started his career in Australia in 1998, in the financial services industry, joining Hartley Poynton Ltd, a
subsidiary of Royal Bank of Canada, where he was trained as a financial advisor, specialising in derivatives and first
generation fintech products.
He then moved to a boutique trading firm, Tricom Futures Ltd, in 2003, where he set up a trading desk in
greenfield markets, specialising in debt instruments, capital raising, equity linked structures and derivatives.
In 2011, Mr Roy returned to Malaysia where he joined Key Alliance Group Berhad as an Executive Director
overseeing corporate strategy and in 2017, he was redesignated as Managing Director of Key Alliance Group Berhad,
the major shareholder of the Company.
He is presently a member of the Share Issuance Scheme Committee of the Company.
Save as disclosed above, he has no relationship with any other Directors or Major Shareholder of the Company, no
conflict of interest with the Company and has not been convicted of any offences within the past five (5) years other than
the traffic offence, if any.
Mr Andy Liew Hock Sim was appointed to the Board on 1 March 2020 as an Independent Non- Executive Director.
Mr Andy is a Chartered Accountant with Malaysian Institute of Accountants (“MIA”) and member of Certified
Practising Accountant (“CPA”) Australia.
Mr Andy has over fifteen (15) years of experience with major audit firms in audit, taxation and accountancy that gained
from both Malaysia and oversea. He was involved in numerous successful initial public offering (“IPO”) in Malaysia,
Singapore, Germany and Hong Kong throughout his career.
Mr Andy started his career with a local audit firm in Malaysia. He then joined KPMG Kuala Lumpur after obtained his
professional qualifications, i.e. MIA and CPA Australia in 2006. In KPMG Kuala Lumpur, he started to involve in the audit of
multinational corporation and public listed company. He also involved in the IPO of a financial services company in the
Main Market of Kuala Lumpur Stock Exchange.
In 2008, he ventured to China and since then, spent eight (8) years in China. From 2008 to 2012, he worked in
KPMG Beijing and actively involved in audit and IPO. In 2012, he joined a China-based manufacturing company in
the capacity of chief financial officer, and listed the company in Frankfur Stock Exchange in 2014 prior to his
return to Malaysia in 2016.
Upon his return to Malaysia, he joined Baker Tilly Malaysia and led a team of forty (40) which specialise in IPO and
actively involved in various corporate exercises, e.g. business restructuring, merger and acquisition, reverse
takeover, transfer listing, financial due diligence, regularisation plan for PN17 company, fund raising and etc.
In 2019, he started his own public practice and assumed the role of Managing Partner.
At present, he also sits on the board of directors of Perak Corporation Berhad, Macpie Berhad and Oversea
Enterprise Berhad.
He is presently the Chairman of the Nomination and Remuneration Committee and a member of Audit Committee
of the Company.
He has no relationship with any other Directors or Major Shareholder of the Company, no conflict of interest with
the Company and has not been convicted of any offences within the past five (5) years other than the traffic offence, if
any.
Mr Ng Kok Heng graduated with a Bachelor of Computer Science (Honours) from the University Sains Malaysia, Pena
Mr Ng was appointed as Managing Director and Chief Executive Officer of the Company on 30 June 2010. On 9 Decemb
retired as Managing Director of the Company but continue to serve the Company as Chief Executive Officer. On 17 Aug
was appointed as Executive Director of the Company and thereafter retired from the said position on 27 February 2020.
He started his career in 1987 as a Sales Manager in Communications Technology Sdn Bhd and was in charge of sales and mark
he was appointed as Executive Director for MTL Communications Sdn Bhd and was responsible for the marketing, sales an
development of the company. Subsequently in 2000, he joined Wilco Systems Sdn Bhd as the Managing Director and was
the performance as well as the day-to-day operations of the company.
He was also a consultant to Teligent AB, Sweden, a telecommunications provider and has worked with key players in various S
Asian countries such as Telekom Malaysia Berhad, Singapore Telecommunications Limited and Smart Communications Inc. He
specialised teams of IT integrators and implementers to implement systems for telecommunications providers. Mr Ng als
board of directors of M3 Technologies (Asia) Berhad.
He is presently a member of the Share Issuance Scheme Committee of the Company.
He has no relationship with any other Directors or Major Shareholder of the Company, no conflict of interest with the Comp
not been convicted of any offences within the past five (5) years other than the traffic offence, if any.
SYLVIA KONG CHOO HUI
Age 54
Nationality : Malaysian
Gender : Female
Position in the Company : Chief Financial Officer
Ms Sylvia Kong Choo Hui graduated with a Bachelor of Business (Accounting) from the University of Technology,
Sydney, Australia. She has more than twenty (20) years of finance and accounting experience in the Manufacturing
Industry; she also involved in the corporate restructuring and fund-raising exercises for public listed companies. Prior to
joining the Company, she was the Finance Director of a multinational company in the Manufacturing sector.
She joined the Company as Chief Financial Officer and overseeing the Finance, Taxation, Legal, Human Resources,
Administration and Big Data of the Group.
She does not hold any directorships in any other public listed companies. She has no relationship with any other
Directors or Major Shareholder of the Company, no conflict of interest with the Company and has not been convicted
of any offences within the past five (5) years other than the traffic offence, if any.
Mr Azril Bin Aliuddin graduated from Universiti Teknologi Mara with a Bachelor’s Degree in Information
Management. He is the Chief Strategy Officer of the Company who oversees the implementation of the business
strategy of the Company. He has been in the Company since 2009 in various roles from project management,
business process engineering, business development and business strategy. He is part of the pioneer team in the
Company which form and develop the Company to be the ‘thick’ MVNO in the country. He is instrumental in driving the
technology initiatives in the Company and setting up the technical foundation for the Company moving forward.
Prior to joining the Company, Mr Azril Aliuddin has various experiences in IT consultancy, IT project management
and business process engineering. He was involved in a national level project which is Malaysia’s Multimedia Super
Corridor (MSC) Initiatives, the merger of two (2) major telecommunication operators in Malaysia and implementation of
an internet service provider for one of the State in Malaysia.
He does not hold any directorships in any other public listed companies. He has no relationship with any other
Directors or Major Shareholder of the Company, no conflict of interest with the Company and has not been convicted
of any offences within the past five (5) years other than the traffic offence, if any.
Mr Tan Tai Liang graduated with a Diploma in Marketing from the Institute of Marketing, UK. He joined the
Company in 2009 with the position of General Manager. Currently, he holds the position of Vice President, Channel
Marketing since 2018.
Mr Tan has more than twenty five (25) years of managerial experience in both Sales and Business Development
field with a successful record of sales accomplishments in the telecommunication, mobile and IT industries.
Besides notable contributions to the Company includes assisting in the acquisition of One XOX Sdn Bhd as a
subsidiary for the Company in 2014, he has also overseen sizeable growth for the activations and revenue of the
Company since 2013 when he was promoted to Assistant Vice President.
He does not hold any directorship in any other public listed companies. He has no relationship with any other
Director or Major Shareholder of the Company, no conflict of interest with the Company and has not been
convicted of any offences within the past five (5) years other than the traffic offence, if any.
FINANCIAL HIGHLIGHTS
GROUP FINANCIAL SUMMARY
FINANCIAL RESULTS
Revenue 251,436,160 311,361,314 187,542,724 179,878,953 160,750,055
Loss Before Tax Loss After Tax (55,663,403) (21,344,657) (11,639,022) (788,346) (9,050,724)
Earnings Before Interest Tax (54,447,415) (21,499,673) (11,844,898) (1,124,543) (9,384,581)
Depreciation & Amortisation (37,341,225) (6,565,775) (3,449,253) 5,808,814 (4,043,227)
(“EBITDA”) (52,323,588) (21,177,600) (11,899,760) (939,550) (9,575,836)
Loss Attributable to Shareholders
FINANCIAL POSITION
Ordinary shares Irredeemable 343,519,338 126,892,891 122,255,081 107,437,179 55,641,468
convertible 2,160,345 - - - - (33,706,396)
preference shares (“ICPS”) Reserves (84,256,163) (12,519,988) (1,338,939) 22,387,187
Shareholders’ Equity
Non-controlling interests
Total Equity
Non-Current Liabilities Current 261,423,520 93,186,495 109,735,093 106,098,240 78,028,655
Liabilities 136,572 2,312,034 513,418 458,556 643,549
Total Equity And Liabilities
Non-Current Assets Current Assets
Total Assets 261,560,092 95,498,529 110,248,511 106,556,796 78,672,204
8,929,674 2,987,008 1,496,547 1,739,486 452,672
77,247,375 83,448,889 55,483,619 48,607,045 33,672,646
FINANCIAL RATIOS
Net Assets Per Share (sen) Net Loss 8.52 8.53 11.05 12.46 14.02
Per Share (sen) (3.77) (1.98) (1.27) (0.14) (2.66)
* The financial year end of the Group and of the Company were changed from 30 June to 30 September.
CORPORATE STRUCTURE
100% Provider of mobile telecommun
and services
Provider of telecommunication
XOX Com Sdn. Bhd. related services
100% Provision of management servic
Provision of telecommunication
XOX Mobile Sdn. Bhd. application services
100%
XOX Media Sdn. Bhd.
40%
PT. Nusantara Mobile Telecommunication
%
X
O
X
M
o
b
i
l
e
P
t
51% Provision of mobile virtual netw
services and broadband interne
X Style Sdn. Bhd.
51% Provision and trading of telecom
airtime as a traded commodity
compliant financing and provisi
XOX Wallet Sdn. Bhd. technology solution for busines
CHAIRMAN’S STATEMENT
DEAR VALUED SHAREHOLDERS,
The year 2020 was indeed an arduous year for everyone. The unprecedented speed and scale of the COVID-19 pandemic posed mu
challenges to the health of not only Malaysians but also the global population and economies the world over have not been s
ravages of this virus.
We are navigating new challenges with digital adoption by consumers and enterprises as a result of stay-at-home and work-from-
and it highlights the importance of connectivity in our society and the important role of XOX in keeping consumers and
connected in a time of safe distancing.
BUSINESS OVERVIEW / CORPORATE DEVELOPMENT
Against the backdrop of a challenging operating environment, the Group took a conscious decision to impair
investments which were considered as being uncertain under the prevailing COVID-19 conditions. As a result of this, loss attrib
owner of the Group stood at RM52.32 million against an impressive revenue for the same period under review of RM251
The reported losses were attributed to:
• The impairment loss on the equipment and investment in Indonesia due to uncertainty over the future business development in
• Impairment on receivables due to the uncertainty posed by COVID-19;
• Free 1GB per day community offering to subscribers during the Movement Control periods;
• Fair value adjustment under the Share Issuance Scheme;
• Fair value loss arising from the investment in quoted shares; and
• Advertising activities to enhance corporate and brand awareness to
support the expansion of fintech activities.
Chairman’s Statement (Cont’d)
Revenues remained steady, underpinned by resilient demand The enormous disruption and uncertainties caused by C
for data and Black Plan subscribers providing recurring income, made it difficult to forecast the year ahead, however the
coupled with greater data consumption during the MCO ensured ample liquidity through corporate fundraising ex
periods resulting from the digital adoption growth. fund the Group’s Fintech Business Expansion which will en
The Group’s existing core business is providing development and commercialisation of a digital marketpla
telecommunication products and services, and the financial microfinancing platform and eWallet to cope with the chal
performance is dependent mainly on the growth of its operating environment ahead.
subscriber base and the Average Rate Per User (ARPU) from Premised on the overview and outlook of the telec
voice, SMS & data usage. e-commerce, digital lending and electronic payments
Forced isolation and social distancing measures during the the Board is cautiously optimistic of the future prospect
pandemic have led to an enormous acceleration of digitization. Group despite a challenging economic outlook ahead as the fu
In parallel with transforming from a conventional mobile COVID-19 pandemic gradually becomes much clearer.
operator into a technology- driven enterprise, the Group has APPRECIATION
undertaken a few fundraising exercises to capture business On behalf of the Board, I would like to extend my heartfe
value in the new paradigm. the management team, staff and front liners for their unw
The Group will leverage on the growing subscriber base and commitment, holding the fort in providing the essential
capitalize on the rapid advancement of technology to our customers despite incredibly challenging health crisis ci
develop a digital ecosystem to venture into the fintech space, I also extend my deepest gratitude to the authorities and
namely in areas such as Digital Marketplace, Microfinancing business partners, partners, our millions of customers and o
Platforms and eWallet. shareholders for their continued support and confidence in th
The Fintech Business Expansion is aimed at enhancing the overall Finally, I would like to extend my sincere appreciation to my
user experience for our subscribers as well as entice new users to members for their insightful guidance, shared wisdom, and
use the platform by providing an array of Fintech and e- Board in steering the Group through the challenges.
commerce services at the user’s fingertips.
In response to the uptick in adoption of digital enterprises
in the digital environment in Malaysia, the Group also
mobilized partnerships in vending machines, advertising and
cybersecurity to provide refreshed digital media content
while at the same time adopting a holistic approach to
cybersecurity to mitigate the threats posed by the security
vulnerabilities inherent to the industry.
OUTLOOK AND FUTURE PROSPECTS
As we enter the 5G era, the Group remains committed to our core
business in providing attractive mobile subscription packages
for connectivity services. The Group is also developing a
digital ecosystem to capture the unique combination of the
core business, customer base and capabilities to build new
sources of business and revenue. The biggest challenge will be
finding the right balance between core business operations
and exploring opportunities beyond the core business.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis (“MD&A”) provides an overview of XOX Group’s financial and operations perform
financial year ended 30 September 2020. Due to the change of financial year end from 30 June to 30 September in the last finan
financial results for the financial year under review are not comparable to the results reported for the 15-month financi
ended 30 September 2019.
OVERVIEW OF XOX GROUP’S BUSINESS AND OPERATIONS
XOX Bhd (“XOX” or “the Company”) is the first Mobile Virtual Network Operator (“MVNO”) listed on Bursa Malaysia. The G
principally engaged in providing mobile telecommunication products and services without having its own spectrum and netw
infrastructure. XOX Group operates as an Enhanced Service Provider, besides distributing our own SIM cards, we have our billing
centre and network elements; we control all aspects of our subscriber relationships, including the brand name, pricing, content, adve
marketing, customer care and information technology platform. XOX approach is savings-driven in delivering the best value for mone
services to our subscribers.
XOX Group’s financial performance is dependent mainly on the growth of the subscriber base on SIM cards business. Produ
comprise of “ONEXOX PREPAID”, a mobile plan caters for prepaid subscribers; “ONEXOX BLACK” with “BURNPROOF” feature
subscribers to carry forward unused monthly data as well as sharing data among subscribers; and Season Pass which offers bulk a
purchases which enables unlimited sharing of DATA, Talk Time & SMS Quota to all XOX Mobile numbers.
Over the years, the Group has endeavoured to differentiate itself from its competitors and present itself as the brand of ch
Malaysian mobile users. These include increasing ground visibility and branding by having more stores and promotional spaces to inc
exposure and accessibility to the Group’s products and services, revamping business support system to ensure more streamlined use
and allowing subscriber management on multiple channels.
The Group is also in the midst of transforming itself from a conventional mobile operator to a technology-driven company by implem
technology offerings to explore new opportunities to assess the unmet needs and behaviour of both existing and potential subscribe
adapt to the dynamic changes and stay ahead of the competition in the mobile telecommunications industry.
Moving forward, XOX Group remains innovative in the core business of mobile connectivity, and the Group is undertaking t
Business Expansion as a synergy to the mobile business. Under the Fintech Business Expansion, XOX Group will develop a d
marketplace, microfinancing platform and eWallet to deliver contextual, tailored experiences to our customer and build new
sources. XOX Group will also be investing in Blockchain and Distribute Ledger Technology (DLT) as the core of its fintech business.
FINANCIAL REVIEW
Financial Results
Revenue 251,436,160 311,361,314
Loss Before Tax (55,663,403) (21,344,657)
Earnings Before Interest Tax Depreciation & (37,341,225) (6,565,775)
Amortisation (“EBITDA”)
Loss Attributables to Shareholders (52,323,588) (21,177,600)
Financial Positions
Shareholders’ Equity 261,423,520 93,186,495
Cash and Cash Equivalents 182,275,121 8,952,671
Total Assets 347,737,141 181,934,426
Per Share
Basic Loss Per Share (Sen) (3.77) (1.98)
Net Assets Per Share (Sen) 8.52 8.53
Financial Results
For the financial year ended 30 September 2020, the Group achieved a stable revenue of RM251.44 million compared to R
million for the 15-months financial period ended 30 September 2019 against the backdrop of the challenging operating con
underpinned by resilient demand for the data resulted from higher usage of internet, particularly online transactions, entertainm
education and work from home activities.
Group’s loss before tax (“LBT”) amounted to RM55.66 million for the financial year under review. The losses reported was m
(a) Written off and impairment loss of Indonesia investment for equipment due to the uncertainty over the future business develop
COVID-19;
(b) Fair value adjustment under the Share Issuance Scheme;
(c) Fair value loss arising from the investment in quoted shares of M3 Technologies (Asia) Berhad;
(d) Impairment on receivables;
(e) Free 1GB per day community offering to subscribers during the Movement Control periods; and
(f) Advertising activities to enhance corporate and brand awareness to support the expansion of Fintech activities.
As a result of the losses recorded, the EBITDA stood at RM37.34 million, and Group’s losses attributable to shareholders am
RM52.32 million for the financial year, compared to RM21.18 million for the 15-month financial period ended 30 September 2019.
There was no payment of dividend during the financial year under review.
Financial Position
XOX Group end the financial year with a strong cash position of RM182.28 million, the solid balance sheet with large cash
enabled the Group to weather through the unpredictability of the current operating environment and exploring the digital opp
Total assets rose 91% Year-over-Year (“YoY”) increase from RM181.93 million a year ago to RM347.74 million, mainly from the strong
position, increased investment in quoted shares and right-of-use assets amounted to RM9.31 million due to the adoption of MFRS 16
During the financial year, 1,976,434,900 number of shares issued from the Corporate exercises and SIS give rise to Equity a
owners of the Company stood at RM261.42 million as of 30 September 2020, a 181% YoY increase from RM93.19 million a ye
BUSINESS AND OPERATIONAL REVIEW
COVID-19 pandemic has disrupted the daily routines and all industries in Malaysia. We experienced significant shifts in the ways co
consume and behave. It drove a massive acceleration in digitization activities, particularly online transactions, entertainment, a
and work from home activities resulted in higher internet usage. Alongside the Government’s boarder effort, XOX Group has ex
Free 1GB per day community offering to subscribers during the Movement Control Order period.
We have introduced complementary technology offerings during the financial year such as customized business connectivity solutio
conferencing, develop eSIM packages as secondary line, Dealer Affiliate program apt for eSIM deployment with full online in
onboarding, insurance, cloud storage solution and Online Dealer Training program called LEAD to better equip XOX dealers.
As a technology centric company, we continuously strive to develop new product and service offerings to stay ahead of the
The Group further leverage on the growing subscriber base and capitalize on the rapid advancement of technology to develop
ecosystem to venture into Fintech Business – XOX Digital Marketplace, Microfinancing Platform, eWallet and Blockchain. The Fint
Expansion is aimed at enhancing the overall user experience for the existing subscribers as well as entice new users to use the platf
providing an array of Fintech and e-commerce service at the user’s fingertips.
providing an array of Fintech and e-commerce service at the user’s fingertips.
Although we generally do not generate any major environmental concerns, XOX is conscious of complying with all applicable environ
guidelines and regulations. As such, the Group is aware of the impact of our business on the environment and has taken active steps
carbon footprint on the environment.
Energy & Water Saving Initiatives
Action has been taken to reduce the overall energy consumed by lighting. Management is initiating reminders to switch off lighting, a
and computer when not in use.
Water is a limited resource, and as the world continues to advance and the global population continues to grow, an increasing strain
on the supply of clean water. Water conservation is therefore an area that our Group is working hard on, improving the efficienc
we use our water, and working to educate our employees and the public about the need to conserve it.
Waste Management
Paper recycling initiatives are already underway by encouraging the employees to prioritise electronic means to share and s
documents, and reduce printing or photocopying, otherwise, to use double-sided printing. Additionally, other materials such
and fixture are recycled or reused where possible. Waste segregation was carried out by placing different bins in and aroun
area. In addition, we shifted payment method to electronic payments wherever possible and minimising the issuance of cheque.
Employees
In XOX, employees are our greatest assets. We are made up of people with vast experience and industry background. We
provide opportunities for growth and development of talent in the organisation through targeted development plans and succe
Ensuring our long term sustainability, we continually invest time and effort in recruiting, upskilling, engaging and rewarding talents/e
accordingly.
In this respect, our MANAGEMENT TRAINEE PROGRAMME continues to attract talented graduates to undergo comprehensive progra
on-the-job engagements, to develop them as the future leaders of XOX, to broaden their minds by providing them opportuniti
interchange of experiences to correct the narrow outlook that may arise from over specialisation.
We are also focusing on human capital development to nurture our employees to their full potential. The Group also places pressure
continuously upskill and reskill our workforce through training programs, to stay relevant and productive, so that they can execute th
responsibilities efficiently, continuously contribute towards the growth and development of the Company. Asides, XOX has a strong b
must have good reading habits to widen knowledge and develop the verbal expression of ideas and feelings and cultivate this activity
books in XOX, UNICORN COMMUNITY was formed to make reading a social experience as well as an individual activity.
SOCIAL: Serving our community
• Ensuring a positive workplace for our employees
• Contributing to the well-being of the community around us
The Group has also implemented THE APPRENTICE PROGRAMME to boost the performance of high potential non-managers
progression and promotion - career enhancement is a candidacy for succession planning within the organisation. During the pr
employees will participate in various activities such as on-the-job trainings, assessments, group workshops, job rotation etc. designed
practical experience.
The Group recognised that the safety and well-being of its employees are the foundation of its success. Hence, we strive to provide a
healthy environment for our employees and to ensure safe practices in all aspects of our business operations.
The COVID-19 pandemic has posed a threat to the health and safety of communities and individuals. We have responded s
follow government guidance and regulations, protecting our employees from the spread of COVID-19 by implementing precauti
measures across work premises and issued SOPs to guide employee. We enforce strict rules on workforce segregation, social dis
collections for contact tracing, scheduled sanitation, placing hand sanitisers in the common areas and the use of face masks within o
and offices.
Community
Our Group strongly believes in giving back to society, and hence XOX had always devoted to philanthropy. We are deeply rooted in
community we operate and thus actively engage in community outreach programmes and activities. We are proud of having th
serve various community segments towards providing for social empowerment and helping to make a positive difference for people
of life.
From time to time, we have made donations to various charitable organisations and participate in the internship program. During th
Control Order period, we provided Free 1GB per day community offering to subscribers to support them to keep connected.
OUR COMMITMENT
As a responsible corporate citizen, the Group shall endeavour to undertake sustainable and responsible practices to add value to sus
business growth, environmental stewardship and social responsibility.
Details of seminars/conferences/training programmes attended by the Board members during the financial year as listed below:
Tan Sik Eek • VII BEF Forum, Seoul, Hong Kong, Singapore 2019 – Blockchain Economic Forum
• Transaction and RPT Rules
• Corporate Liability on Corruption Under Malaysian Anti-Corruption Act 2009 (Amended
2018)
The Board will continuingly evaluate and determine the training needs of each Director, particularly on relevant new law and regulati
Company Group
Salaries and other Salaries and other
Director emoluments emoluments
^ (RM) ^ (RM)
Note :
^ including meeting allowances
Remuneration of Senior Management
The Company notes the need for corporate transparency in the remuneration of its senior management executives, however, given t
and commercial sensitivities associated with remuneration matters and the highly competitive human resource environment for pers
requisite knowledge, expertise and experience in the Company’s business activities, such disclosure may be detrimental to the
interests and give rise to recruitment and talent retention issues. Thus, the Company is of the view that the interest of the shareho
be prejudiced as a result of the non-disclosure of the Group’s senior management personnel who are not directors of the Company.
The remuneration of the senior management personnel, which is a combination of annual salary, bonus and benefits-in-kind
determined in a similar manner as other management employees of the Group. The basis of determination has been consistently ap
based on individual performance and the overall performance of the Group. The aggregate remuneration of the top five (5) senior m
received for the financial year ended 30 September 2020 was RM1.99 million representing 7.23% of the total employees’ rem
the Group.
The Board is of the opinion that disclosure of remuneration of the Directors of the Board by appropriate components and
(5) senior management’s total combined remuneration package should meet the intended objectives of the MCCG.
PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT
Audit Committee
The Board has set up the Audit Committee which comprising majority of Independent Non-Executive Directors and the Chair
Audit Committee is not the Chairman of the Board.
The present members of the Audit Committee are as follows:
The primary objective of the Audit Committee is to establish a documented, formal and transparent procedure to assist the B
Financial Literacy of the Audit Committee Members
Collectively, the members of the Audit Committee have the relevant experience and expertise in finance and accounting, an
out their duties in accordance with the Terms of Reference of the Audit Committee. The qualification and experience of the indivi
Committee members are disclosed in the Directors’ Profiles on pages 4 to 6 of this Annual Report. During the financial yea
September 2020, all other members of the Audit Committee had undertaken the relevant training programmes to keep themselves
latest development in accounting and auditing standards, statutory laws, regulations and best practices to enable them to discharge
effectively.
Compliance with Applicable Financial Reporting Standards
The Board strives to provide shareholders with a balanced and meaningful evaluation of the Group’s financial performance,
position and prospects through the annual audited financial statements, interim financial reports, annual report and announcements
Securities.
The interim financial reports, annual audited financial statements and annual report of the Group for the financial year ended 30 Sep
are prepared in accordance with the Malaysian Financial Reporting Standards, Listing Requirements and the Companies Act, 2016
Committee assists the Board in overseeing the financial reporting processes and ensuring the quality of its financial reporting.
The statement by the Board pursuant to Rule 15.26(a) of the Listing Requirements on its responsibilities in preparing the fin
statements is set out on page 41 of this Annual Report.
Assessment of Suitability and Independence of External Auditors
The Company has established a transparent arrangement with the External Auditors to meet their professional requirements
to time, the External Auditors highlight to the Audit Committee and Board of Directors on matters that require the Board’s att
The Audit Committee is responsible for reviewing the audit, recurring audit-related and non-audit services provided by the Ex
The Audit Committee has been explicitly accorded the power to communicate directly with both the External Auditors and Internal A
terms of engagement for services provided by the External Auditors are reviewed by the Audit Committee prior to submission
for approval. The effectiveness and performance of the External Auditors are reviewed annually by the Audit Committee.
To assess or determine the suitability and independence of the External Auditors, the Audit Committee has taken into consideration,
the following:
i) the adequacy of the experience and resources of the External Auditors;
ii) the External Auditors’ ability to meet deadlines in providing services and responding to issues in a timely manner as con
the external audit plan;
iii) the nature of the non-audit services provided by the External Auditors and fees paid for such services relative to the audit fee; a
iv) whether there are safeguards in place to ensure that there is no threat to the objectivity and independence of the audit arising f
provision of non-audit services or tenure of the External Auditors.
Annual appointment or re-appointment of the External Auditors is via shareholders’ resolution at the Annual General Meetin
recommendation of the Audit Committee and the Board. The External Auditors are being invited to attend the Annual General Meeti
Company to respond and reply to the Shareholders’ enquiries on the conduct of the statutory audit and the preparation and content
audited financial statement.
Where necessary, the Audit Committee will meet with the External Auditors without the presence of Executive Directors and
management to ensure that the independence and objectivity of the External Auditors are not compromised and matters of conc
by the Audit Committee are duly recorded by the Company Secretaries.
In presenting the Audit Planning Memorandum to the Audit Committee, the External Auditors have highlighted their interna
procedures with respect to their audit independence and objectivity which include safeguards and procedures and independ
adopted by the External Auditors. The External Auditors have also provided the required independence declaration to the Audit
the Board for the financial year ended 30 September 2020.
The Audit Committee is satisfied with the competence and independence of the External Auditors for the financial year under review
to the outcome of the annual assessment of the External Auditors, the Board approved the Audit Committee’s recommendation f
shareholders’ approval to be sought at the Annual General Meeting on the re-appointment of Messrs Moore Stephens Associate
External Auditors of the Company for the financial year ending 30 September 2021.
Risk Management and Internal Control
The Board is entrusted with the overall responsibility of continually maintaining a sound system of internal control, which c
financial controls but also operational and compliance controls as well as risk management, and the need to review its effectiv
in order to safeguard shareholders’ investments and the Company’s assets. The internal control system is designed to access current
risks, respond appropriately to the risks of the Group.
As an effort to enhance the system of internal control, the Board together with the assistance of external professional Internal Audit
on-going monitoring and reviewed to the existing risk management process in place within the various business operations, with
formalising the risk management functions across the Group. This function also acts as a source to assist the Audit Committee and
strengthen and improve current management and operating style in pursuit of best practices.
As an ongoing process, significant business risks faced by the Group are identified and evaluated, and consideration is given
potential impact of achieving the business objectives. This includes examining principal business risks in critical areas, assess
likelihood of material exposures and identifying the measures taken to mitigate, avoid or eliminate these risks.
The information on the Group’s internal control is further elaborated on pages 44 to 46 on the Statement on Risk Management and I
of this Annual Report.
Internal Audit Activities
The Group has appointed an established external professional Internal Audit firm, who reports to the Audit Committee and
Audit Committee in reviewing the effectiveness of the internal control systems whilst ensuring that there is an appropriate bal
and risks throughout the Group in achieving its business objectives.
The Internal Audit firm appointed by the Company is staffed by a total of three (3) professionals and led by Ms Christine Looi as the H
Audit. Ms Christine Looi is a Professional member of the Institute of Internal Auditors Malaysia. The Internal Audit firm appointed by
is independent from the activities related to Group’s business operations and performs its duties in accordance with standards set by
professional bodies, namely the Institute of Internal Auditors.
Internal audit provides an independent assessment on the effectiveness and efficiency of internal controls utilising an acceptable aud
methodology and tool to support the corporate governance framework and an efficient and effective risk management framework to
assurance to the Audit Committee.
The Audit Committee approved the internal audit plan proposed by the internal auditors and management of the Company.
subsequent changes to the internal audit plan shall be reviewed and approved by the Audit Committee. The scope of the internal au
audits of all units and operations, including subsidiaries as stated in the letter of engagement.
The cost incurred by the Group for the internal audit function during the financial year ended 30 September 2020 amounte
RM37,800.00.
The functions of the internal auditors are to:
i) perform internal audit work in accordance with the pre-approved internal audit plan, that covers reviews of the interna
system, risk management and follow up audits to address observations reported in preceding internal audit visits;
ii) carry out reviews on the systems of internal control of the Group;
iii) review and comment on the effectiveness and adequacy of the existing internal control policies and procedures; and
iv) provide recommendations, if any, for the improvement of the internal control policies and procedures.
During the financial year, the following activities were carried out by the internal auditors in discharge of its responsibilities
i) reviewed the adequacy and effectiveness of the systems of internal control and compliance with the Group’s policies and proced
following companies over the business process/area set out below :
ii) performed follow-up reviews to ensure corrective actions have been implemented in a timely manner; and
iii) proposed and presented a risk based internal audit plan to the Audit Committee for approval.
The Audit Committee and the Board agreed that the internal audit review was done in accordance with the audit plan and the covera
The Audit Committee and Board are satisfied with the performance of the internal auditors and have in the interest of gre
independence and continuity in the internal audit function, decided to continue with the outsourcing of the Internal Audit fun
PRINCIPLE C: INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH STAKEHOLD
Communication with Stakeholders
The Board recognises the need for transparency and accountability to the Company’s shareholders as well as regular comm
its shareholders, stakeholders and investors on the performance and major developments in the Company. The Company en
timely releases of the quarterly financial results, press releases and corporate announcements are made to its shareholders
which are clear, unambiguous, succinct, accurate and contains sufficient and relevant information.
In order to maintain its commitment to effective communication with shareholders, the Group embraces the practice of com
timely and continuing disclosures of information to its shareholders as well as the general investing public.
The practice of disclosure of the information is to adopt the best practices recommended in the MCCG with regard to stre
engagement and communication with shareholders; it is not only established just to comply with the Listing Requirements.
The Group also endeavours to provide additional disclosures of information on a voluntary basis, where necessary. The mana
Attendance of Directors at General Meetings
The tentative dates of the AGM will be discussed and fixed by the Board in advance to ensure that each of the Directors is able to ma
necessary arrangement to attend the planned AGM.
At the Ninth (9th) and Tenth (10th) AGMs of the Company held on 27 February 2020, all the Directors were present in per
directly with shareholders, and be accountable for their stewardship of the Company.
Poll Voting
In line with Rule 8.31A of the Listing Requirements, the Company will ensure that any resolution set out in the notice of an
meeting, or in any notice of resolution which may properly be moved and is intended to be moved at any general meeting, is voted b
same time, the Company will appoint at least one (1) scrutineer to validate the votes cast at the general meeting.
Effective Communication and Proactive Engagement
The Group maintains its effective communication with shareholders by adopting timely, comprehensive, and continuing disclo
information to its shareholders as well as the general investing public and adopts the best practices recommended by the MC
regards to strengthening engagement and communication with shareholders.
To this end, the Group relies on the following channels for effective communication with the shareholders and stakeholders
i) Interim financial reports to provide updates on the Group’s operations and business developments on a quarterly basis;
ii) Annual audited financial statements and annual report to provide an overview of the Group’s state of governance, state
financial performance and cash flows for the relevant financial year;
iii) Corporate announcements to Bursa Securities on material developments of the Group, as and when necessary and mand
Listing Requirements; and
iv) Annual General Meetings.
Shareholders and stakeholders may raise their concerns and queries by contacting the Registered Office of the Group, the details o
provided under the “Corporate Information” section of this Annual Report. The Share Registrar is also available to attend to adm
matters relating to shareholder interests.
COMPLIANCE STATEMENT
Other than as disclosed and/or explained in this Annual Report, the Board is of the view that the Group has complied with
remain committed to attaining the highest possible standards through the continuous adoption of the principles and best practi
MCCG and all other applicable laws, where applicable and appropriate.
Designation Name
The main responsibility of the SIS Committee is to oversee the administration as well as to ensure proper implementation o
according to the By-Laws of the SIS. The SIS Committee deliberates, neither physically nor via circular resolutions, whenever necessar
The SIS approved by the shareholders of the Company at the Extraordinary General Meeting held on 30 March 2015, is the only shar
existence during the financial year. The SIS would be in force for a period of five (5) years from the date of implementation i.e. 14 Ma
expired on 13 March 2021.
The total number of SIS options granted, exercised and outstanding under the SIS since its commencement up to 30 September 2020
the table below:
Dato’ Seri Abdul Azim Bin Mohd --- --- --- ---
Zabidi
Pursuant to the SIS By-Laws, the aggregate maximum allocation of SIS Options applicable to the eligible employee (including the allo
Directors and senior management) shall be determined by the SIS Committee at its sole and absolute discretion. As at 30 Septe
actual number of SIS Options granted to the Directors since the commencement of the SIS is 11.13%.
The Audit Committee has verified and was satisfied that the allocation of SIS Options to the eligible Directors and employees of the X
during the financial year ended 30 September 2020, were in accordance with the criteria of allocation of share options set out in the
STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTR
Introduction
This Statement on Risk Management and Internal Control is made in accordance with MCCG and Rule 15.26(b) of the Listing Requirem
require Malaysian public listed companies to make a statement in their annual report about their state of risk management and inter
a Group.
In view of this, the Board of Directors of XOX is pleased to provide the following statement on the state of the risk mana
internal control of the Group as a whole for the financial year ended 30 September 2020, which has been prepared in acc
the Statement on Risk Management and Internal Control: Guidelines for Directors of Listed Issuers issued by Bursa Securities.
Board Responsibility
The Board acknowledges its overall responsibility for reviewing the adequacy and integrity of the Group’s system of risk ma
internal controls, identifying principal risks and establishing an appropriate control environment and framework to manage
the effectiveness of the Group’s system of risk management and internal control is designed to manage rather than to elim
of failure to achieve business objectives. Accordingly, the Group’s system of risk management and internal control can only provid
but not absolute assurance against material misstatement or loss.
The Group’s risk management and internal control framework are an ongoing process, and has been in place for identifying
managing significant risks faced or potentially to be encountered by the Group. The Board either directly or via the Audit Committee
going process for identifying, evaluating and managing the significant risks of the Group with the management. The process is
reviewed by the Board.
The implementation of the risk management and internal control system within the Group inclusive of design, operation, id
assessment, mitigation and control of risks, are operated with the assistance of the management throughout the period.
The key features of the risk management and internal control systems which are operated with the assistance of the management ar
under the following headings :
1. Risk Management Framework
The Group has an embedded process for the identification, evaluation, reporting, treatment, monitoring and reviewing of the major
business and operational risks within the Group, covering both wholly and partially owned subsidiaries. Both the Audit Committee
Board review the effectiveness of the risk management function and deliberate on the risk management and internal contro
functions, processes and reports on a regular basis.
Risk management is firmly embedded in the Group’s management system as the Board believes that risk management is cr
Group’s sustainability and the enhancement of shareholder value. Key management staff and Heads of Department are delegate
responsibility to manage identified risks within defined parameters and standards.
The Company has set up a Risk Management Committee which comprises key senior management of the Company to identi
and manage significant risks faced by the Group as well as report to the Board on significant risks affecting the Group’s strate
business plans, if any.
The main features of the Group’s risk management framework involved the following key processes:
i) The management is entrusted with developing, operating and monitoring the system of risk management and internal controls
various risks faced by the Group;
ii) A database of all risks and controls is maintained and updated, and the information filtered to produce detailed risk registers a
risk profiles. Key risk areas are identified and scored for the
likelihood of the risks occurring and the magnitude of the impact;
Statement On Risk Management And Internal Control (Cont’d)
iii) Risk assessment reports are submitted to the Executive Directors and briefed by the various heads of business units. Th
to be reported:
(a) current status or new developments in any of the risks identified;
(b) any changes to the Risk Profile including new or removal of risks that were previously reported and the reason(s) thereof;
(c) any new or additional controls that are put in place to mitigate the risks; and
(d) the status of action plans to address each of the risks.
2. Board of Director / Board Committees
The Board Committees (i.e. Audit Committee and Nomination and Remuneration Committee) have been established to carry
and responsibilities delegated by the Board and are governed by written terms of references as stated in the Company’s websit
Meetings of the Board and respective Board Committees are carried out on a quarterly basis to review the performance of the Group
to operational perspectives. The quarterly financial performance review containing key financial results and previous correspond
results are presented to the Audit Committee for review and the Board for approval for public release.
3. Standard Operating Procedures
The Group has a set of well-established standard operating procedures covering all critical and significant facets of the Group’s opera
its subsidiary level.
The standard operating procedures are being reviewed periodically or as and when the circumstances warrant to ensure that
documentations remain current and relevant. Compliance with these procedures is an essential element of the risk management and
control framework.
4. Organisation Structure and Authorisation Procedure
The Group has a formal organisation structure in place to ensure the appropriate level of authority and responsibilities are
appropriately to competent staffs so as to achieve operational effectiveness and efficiency.
The authorisation requirement of the key internal control points of key business processes are included in the standard operating pr
Group.
5. Internal Audit
The Group outsources the internal audit function to an external firm. The firm is appointed by and reports directly to the Audit Co
role is to provide the Audit Committee with regular assurance on the continuity, integrity and effectiveness of the internal con
through regular monitoring and review of the internal control framework and management processes.
The internal audit firm prepares audit plans for presentation to the Audit Committee for approval wherein the scope of work
management and operational audit of functions in the Group.
During the financial year under review, the internal audit has conducted various assignments on a quarterly basis and made recom
improving the system of internal controls to the Audit Committee. The areas of internal audit covered included purchasing
collection and payment function of XOX Group.
Based on the internal audit review conducted, none of the weaknesses noted has resulted in any material losses, contingen
uncertainties that would require separate disclosure in this Annual Report.
Statement On Risk Management And Internal Control (Cont’d)
6. Other Key Risk Management and Internal Control Elements
i) The Board meets on a regular basis to review the performance and operations of the Group.
ii) The Audit Committee reviews the effectiveness of the Group’s system of risk management and internal control on behalf of th
Audit Committee is not restricted in any way in the conduct of its duties and has unrestricted access to the internal and e
auditors of the Company and to all employees of the Group. The Audit Committee is also entitled to seek such other third party in
professional advice deemed necessary in the performance of its responsibility.
iii) Review by the Audit Committee of internal control issues identified by the external and internal auditors and action ta
management in respect of the findings arising therefrom. The internal audit function reports directly to the Audit Committe
communicated to management and the Audit Committee with recommendations for improvements and follow-up to confirm all ag
recommendations are implemented. The internal audit plan is structured on a risk-based approach and is reviewed and approved by
Committee.
iv) Regular training and development programs are attended by the employee with the objective of enhancing their knowle
competency.
v) Active involvement by the Executive Directors and Chief Executive Officer in the day-to-day business operations of the
including weekly operational and management meetings to identify, discuss and resolve business and operational issues.
vi) Periodic review of management accounts by key personnel, including the Executive Directors and Chief Executive Officer. The
accounts are also presented to the Board and Audit Committee during the respective meetings.
vii) The Company outsources its internal audit function to independent professional consulting firms for greater independenc
accountability in the internal audit function.
Review of the Statement by External Auditors
As required by Rule 15.23 of the Listing Requirements of Bursa Securities, the External Auditors have reviewed this Statement on Ris
and Internal Control for inclusion in the annual report of the Group for the financial year ended 30 September 2020.
Based on their review, the External Auditors have reported to the Board that nothing has come to their attention that causes them to
the statement is inconsistent with their understanding of the process adopted by the Board in reviewing the adequacy and effectiven
management and internal control system.
Management’s Assurance
In accordance with the requirements of the statement on Risk Management and Internal Control (Guidelines for Directors of Listed
Executive Directors and Chief Executive Officer, representing the management, has given reasonable assurance to the Board tha
risk management and internal control systems are adequate and effective, in all material aspects, based on the risk management and
controls adopted by the Group and similar assurance given by the respective heads of operations.
Conclusion
The business processes and internal controls of the Group are continually monitored, to ensure statutory compliance and ma
integrity. The effectiveness of the risk management and internal control system is reviewed regularly.
For the financial year under review, there were no significant internal control deficiencies or material weaknesses resulting in mater
contingencies requiring separate disclosure in the Annual Report. The Board is of the view that the existing system of risk
and internal control is adequate. Nevertheless, the Board recognises that the development of risk management and internal
system is an ongoing process. Therefore, in striving for continuous improvement, the Board will continue to take appropriat
to further enhance the Group’s system of risk management and internal control.
integrity. The effectiveness of the risk management and internal control system is reviewed regularly.
For the financial year under review, there were no significant internal control deficiencies or material weaknesses resulting in mater
contingencies requiring separate disclosure in the Annual Report. The Board is of the view that the existing system of risk
and internal control is adequate. Nevertheless, the Board recognises that the development of risk management and internal
system is an ongoing process. Therefore, in striving for continuous improvement, the Board will continue to take appropriat
to further enhance the Group’s system of risk management and internal control.
Details
(a) eSIM expansion plan 15,000,000 8,928,998 6,071,002
(b) Expansion of XOX’s eWallet function 10,525,688 7,426,005 3,099,683
(c) Expenses incurred for the Right Issue 1,000,000 1,000,000 ---
Total 26,525,688 17,355,003 9,170,685
(ii) Private Placement (completed on 23 July 2020) :
Proposed Actual Utilisation Balance
Utilisation RM Available for
RM Utilisation
RM
Details
(a) Investment in the business of smart vending machine 19,063,140 2,338,838 16,724,302
(b) Expenses incurred for the Private Placement 600,000 600,000 ---
Total 19,663,140 2,938,838 16,724,302
2 Audit and Non-Audit Fee Paid to External Auditors
During the financial year, the amount of audit and non-audit fees paid/payable to the External Auditors by the Company and the Gro
for the financial year ended 30 September 2020 were as follows:
Company Group
RM RM
Audit Services Rendered 98,000 362,223
Non-Audit Services Rendered
(a) Review of Statement on Risk Management and Internal Control 10,000 10,000
(b) Group Audit Instruction --- 1,525
(c) Mobilization fees for special review to comply with fund --- 55,000
management requirements of approved e-money issuers
3 Material Contracts and Contracts Relating to Loan
There were no material contracts or contracts relating to loan entered into by the Company and its subsidiaries involving the interest
Directors’ and major shareholders’ during the financial year under review.
Related Party and its Principal XOX Group Nature of Transaction Value of Transaction Interested Director and
Activities - Transacting with XOX Group RM Major Shareholders
Party and nature of their
relationship with
Related Party
M3 Technologies (Asia) Berhad XOX Group Provision of 183,558 XOX Bhd is a Major
(“M3 Tech”) and its subsidiaries telecommunication Shareholder of M3Tech
companies – Mobile value added products and services with a direct and
services provider by XOX Group indirect shareholdings
of 9.35%.
Mr Ng Kok Heng is the
Provision of mobile 49.839 Independent Non-
value added services Executive
to XOX Group Director of M3Tech. He
is also the Chief
Executive Officer of
XOX.
Key Alliance Group Berhad (“Key XOX Group Provision of --- Key Alliance is a Major
Alliance”) and its subsidiaries telecommunication Shareholder of XOX
companies – Data Center, products and services with a shareholding of
Information Technology service by XOX Group 9.24%.
provider, Interior Design and Mr Roy Ho Yew Kee is
Renovation service provider the Managing Director
Provision of cloud 9,787,056 and shareholder of
data center services Key Alliance with a
and renting of office shareholding of 1.24%.
space to XOX Group He is also an Executive
Director of XOX.
Directors’ Report 50
Statement by Directors 55
Statutory Declaration 55
Independent Auditors’ Report to the Members 56
Statements of Comprehensive Income 61
Statements of Financial Position 62
Statements of Changes in Equity 63
Statements of Cash Flows 68
Notes to the Financial Statements 73
DIRECTORS’ REPORT
The Directors hereby submit their report and the audited financial statements of the Group and of the Company for the financial yea
September 2020.
PRINCIPAL ACTIVITIES
The Company is principally engaged in the business of investment holding. The principal activities of its subsidiaries are set o
to the financial statements.
There have been no significant changes in the nature of these activities of the Group and of the Company during the financial year.
RESULTS
Group Company
RM RM
Net loss for the financial year 54,447,415 37,084,064 Attributable to:
18 September
Details of SIS granted to Directors of the Group are disclosed in Note 6 to the financial statements. Warrants B
On 12 March 2020, the Company issued 265,256,876 free detachable Warrants B pursuant to the renounceable rights issue of ICPS w
exercise on the basis of four (4) ICPS together with one (1) free Warrants B for every two (2) existing ordinary shares of the Company
During the financial year, 33,344,000 of Warrants B were exercised at an exercise price of RM0.06 per Warrant B. As at 30
2020, the total numbers of Warrants B that remain unexercised amounted to 231,912,876.
Further information is disclosed in Note 22(b) to the financial statements.
DIRECTORS OF
The Directors in office since the beginning of the financial year to the date of this report are:- Dato’ Seri Abdul Azim Bin
Roy Ho Yew Ke
Andy Liew Hock Sim (Appointed on
Edwin Chin Vin Foong (Resigned on 27
Ng Kok Heng * (Resigned on 27
Soo Pow Min (Resigned on 27
* These Directors are also Directors of subsidiaries included in the financial statements of the Group for th
DIRECTORS OF THE SUBSIDIARIES OF
Pursuant to Section 253(2) of the Companies Act 2016, the Directors who served in the subsidiaries (excluding Directors who are also D
Company) since the beginning of the financial year to the date of this repor
Azril Bin Aliuddin Imam Pituduh Kong Choo Hui
Muhammad Said Aq
Datuk Chai Woon Chet Tommy K
Nicholas Wong Yew Khid (Appointed o
Charissa Lim Zhu Ai (Appointed o
DIRECT
According to the register of Directors’ shareholdings, the interest of Directors in office at the end of financial year in shares of the C
related corporations during the financial year
Number of
At
01.10.2019 Bought Sold
Unit Unit Unit
Since the end of the previous financial period, no Director of the Company has received nor become entitled to receive any benefit (o
Directors’ emoluments received or due and receivable as disclosed in Note 5(a) to the financial statements or the fixed salary of a ful
employee of the Company) by reason of a contract made by the Company or a related corporation with the Director or with a firm of
Director is a member, or with a company in which the Director has a substantial financial interest, other than those as disclosed in No
financial statements.
There were no arrangements during or at the end of the financial year which had the object of enabling Directors of the Company t
benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate.
OTHER STATUTORY INFORMATION
(a) Before the statements of comprehensive income and statements of financial position of the Group and of the Company were m
Directors took reasonable steps:
(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of provision for doub
satisfied themselves that there were no known bad debts and that adequate provision had been made for doubtful debts; and
(ii) to ensure that any current assets which were unlikely to be realised in the ordinary course of business including their value as sh
accounting records of the Group and of the Company have been written down to an amount which they might be expected so to rea
(b) At the date of this report, the Directors are not aware of any circumstances:
(i) which would necessitate the writing off of bad debts or render the amount of the provision for doubtful debts inadequate to an
extent;
(ii) which would render the values attributed to current assets in the financial statements of the Group and of the Company mislead
(iii) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of the Co
misleading or inappropriate; or
(iv) not otherwise dealt with in the report or financial statements which would render any amount stated in the financial statement
OTHER STATUTORY INFORMATION (Cont’d)
(c) At the date of this report, there does not exist:
(i) any charge on the assets of the Group and of the Company which has arisen since the end of the financial year which
liabilities of any other person; or
(ii) any contingent liability of the Group and of the Company which has arisen since the end of the financial year.
(d) In the opinion of the Directors:
(i) no contingent or other liability has become enforceable, or likely to become enforceable, within the period of twelve m
the end of the financial year, which will or may affect the ability of the Group and of the Company to meet their obligations a
they fall due;
(ii) the results of the operations of the Group and of the Company during the financial year have not been substantially affected by
transaction or event of a material and unusual nature; and
(iii) no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the fina
the date of this report which is likely to affect substantially the results of the operations of the Group and of the Company for
year in which this report is made.
(e) The fees paid to or receivables by the auditors of the Company and its subsidiaries as remuneration for their services as auditor
Note 5 to the financial statements.
(f) There was no amount paid to or receivable by any third party in respect of the services provided to the Company or a
subsidiaries by any Director or past Director of the Company.
(g) The total amount of indemnity given to or insurance effected for any Directors and officers of the Company is RM7,000,000 wit
premium of RM38,141. No indemnity given to or insurance effected for auditors of the Company.
SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR
Details of significant events during the financial year are disclosed in Note 35 to the financial statements.
EVENTS SUBSEQUENT TO THE END OF FINANCIAL YEAR
Details of significant events subsequent to the end of financial year are disclosed in Note 36 to the financial statements.
AUDITORS
The auditors, Messrs. Moore Stephens Associates PLT, have expressed their willingness to continue in office.
Approved and signed on behalf of the Board in accordance with a resolution of the Directors dated 13 January 2021.
DATO’ SERI ABDUL AZIM BIN MOHD ZABIDI TAN SIK EEK
STATEMENT BY DIRECTORS
PURSUANT TO SECTION 251(2) OF THE COMPANIES ACT 2016
We, the undersigned, being two of the Directors of the Company, do hereby state that, in the opinion of the Directors, th
accompanying financial statements as set out on pages 61 to 142 are drawn up in accordance with Malaysian Financial Repo
Standards, International Financial Reporting Standards and the requirements of the Companies Act 2016 in Malaysia, so as to g
fair view of the financial position of the Group and of the Company as at 30 September 2020 and of their financial performance
for the financial year then ended.
Approved and signed on behalf of the Board of Directors in accordance with a resolution of the Directors dated 13 January 2021.
DATO’ SERI ABDUL AZIM BIN MOHD ZABIDI TAN SIK EEK
STATUTORY DECLARATION
PURSUANT TO SECTION 251(1) OF THE COMPANIES ACT 2016
I, NG KOK HENG, being the Officer primarily responsible for the financial management of the Company, do solemnly and sin
that that the financial statements as set out on pages 61 to 142 are to the best of my knowledge and belief, correct and I make t
declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act, 1960.
Subscribed and solemnly declared by the abovenamed
at Kuala Lumpur in the Federal Territory
on 13 January 2021
NG KOK HENG
Before me,
TAN KIM CHOOI NO. W661
COMMISSIONER FOR OATHS
- - - - - - - - -
- - - - - - - - (509,808)
- - - - - - - - (52,323,588)
- - - - - - (11,078) - - (11,078)
Group 2020
At 1 October
2019
Effect on adoption of MFRS 16
[Note 2(a)(i)]
At 1 October
2019,
as restated Loss for the financial year Other comprehensive income
Foreign currency translations
Total comprehensive income for the
financial year - - - - - - (11,078) - (52,323,
19,663,140 - - 19,663,140 - - - - -
- - - - - - - 21,454,893 -
- - - - - - - (255,603) 255,603
- - - - - - - - 25,066
(Cont’d)
2020
Transactions with Owners of the Company:
Rights Issue Issuance of ordinary shares pursuant to:
- Private
placement
- Conversion of ICPS
- Exercise of warrants
- Share options exercised Share options
granted Forfeiture of share options Effect on dilution of equity interests in a subsidiary
Total transactions with Owners
of the Company
At 30 September
2020
- - - - - - - (37,084,064)
The annexed notes form an integral part of, and should be read in conjunction with, these financial statements.
Group Company
01.10.2019 01.07.2018 01.10.2019 01.07.2018
to to to to 30.09.2020 30.09.2019 30.09.2020 30.09.2019
Note RM RM RM RM
Balance brought forward (22,650,461) (6,917,859) (1,678,393) (1,568,915)
Cash Flows from Financing Activities
Proceeds from issuance of ordinary
shares 173,075,852 4,637,810 173,075,852 4,637,810
Proceeds from issuance of ICPS 26,525,688 - 26,525,688 - Increase in fixed
deposit pledged (12,730) (380,000) - -
Repayment of finance lease
payables (iii) - (1,332,023) - -
Payment for the principal portion
Net increase/(decrease) in
Note:
(i) Cash and cash equivalents comprise of the following: -
Group Company
2020 2019 2020 2019
RM RM RM RM
Fixed deposits with a licensed bank 392,730 380,000 - - Short-term fund
120,822,401 - 120,822,401 -
Cash and bank balances 61,059,990 8,572,671 713,259 204,285
Total cash and cash equivalents
(Note 19) 182,275,121 8,952,671 121,535,660 204,285
Less: Fixed deposit pledged
(392,730) (380,000) - -
181,882,391 8,572,671 121,535,660 204,285
Note: (cont’d)
(ii) Cash outflows for leases as a lessee
Included in net cash from operating activities:
Group 01.10.2019
to 30.09.2020
RM
Group Company
Lease Amounts due
liabilities from
subsidiaries
RM RM
2020
At beginning of the financial year, as previously reported - (1,360,465)
Repayment to (3,779,059) -
Advances to - (77,162,215)
Net changes in cash flows from financing activities (3,779,059) (77,162,215)
Acquisition of new leases 4,784,826 -
Capital contribution - 17,000,000
COVID-19 related rent concession (147,785) -
Impairment losses - 11,855,718
At end of the financial year 13,232,603 (49,666,962)
Note: (cont’d)
(iii) Reconciliation of movements of liabilities to cash flows arising from financing activities: (cont’d)
Repayment to (1,332,023) -
Advances to - (5,949,805)
Net changes in cash flows from financing activities (1,332,023) (5,949,805)
The annexed notes form an integral part of, and should be read in conjunction with, these financial statements.
NOTES TO THE FINANCIAL STATEMENTS
30 SEPTEMBER 2020
1. CORPORATE INFORMATION
The Company is a public limited liability company, incorporated and domiciled in Malaysia and was listed on the Ace Market of the
Bursa Malaysia Securities Berhad.
The registered office of the Company is located at 22-09 Menara 1MK, No.1, Jalan Kiara, 50480 Kuala Lumpur.
The principal place of business of the Company is located at Lot 8.1, 8th Floor, Menara Lien Hoe, No. 8, Persiaran Tropicana, Tropicana
Golf & Country Resort, 47410 Petaling Jaya, Selangor Darul Ehsan.
The Company is principally engaged in the business of investment holding. The principal activities of its subsidiaries are set
out in Note 11. There have been no significant changes in the nature of these activities of the Group and of the Company during the
financial year.
The financial statements were authorised for issue in accordance with Board of Directors’ resolution dated 13 January 2021.
2. BASIS OF PREPARATION
(a) Statement of compliance
The financial statements of the Group and of the Company have been prepared in accordance with Malaysian Financial
Reporting Standards (“MFRSs”), International Financial Reporting Standards and the requirements of the Companies Act 2016 in
Malaysia.
The Group and the Company have also considered the new accounting pronouncements in the preparation of the financial
statements.
(i) Accounting pronouncements that are effective and adopted during the financial year
The Group and the Company have adopted the following new accounting pronouncements that are mandatory for the current
financial year:
MFRS 16 Leases
Amendments to MFRS 9 Prepayment Features with Negative Compensation Amendments to MFRS 119 Plan Amendment,
Curtailment or Settlement Amendments to MFRS 128 Long-term Interests in Associates and Joint Ventures IC Interpretation 23
Uncertainty over Income Tax Treatments
Annual Improvements to MFRSs 2015 - 2017 Cycle
Other than the above, the Group and the Company have early adopted the Amendments to MFRS 16: COVID-19-Related Rent
Concessions, which is effective for financial period beginning on or after 1 June 2020.
2. BASIS OF PREPARATION (cont’d)
(a) Statement of compliance (cont’d)
(i) Accounting pronouncements that are effective and adopted during the financial year (cont’d)
The adoption of the above accounting pronouncements did not have any significant effect on the financial statements of the
Company except for the financial statements of the Group as described below:
MFRS 16 Leases
MFRS 16 replaced MFRS 117 Leases, IC Interpretation 4 Determining whether an Arrangement contains a Lease, IC
Interpretation 115 Operating Lease – Incentives and IC Interpretation 127 Evaluating the Substance of Transactions Involving
the Legal Form of a Lease. MFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of
leases and requires lessees to account for all leases under a single on-balance sheet model similar to the accounting for finance
lease under MFRS 117. The Group has a number of operating leases for properties and signboard.
The Group measures the lease liabilities based on the present value of future lease payments calculated using incremental
borrowing rate at date of commencement of the lease period. Lease payments would be split into principal and interest payments,
using the effective interest method.
Correspondingly, the right-of-use (“ROU”) assets will be the present value of the liability at the commencement date of the
lease, adding any directly attributable costs. The ROU assets will be depreciated on a straight-line basis over the shorter of the
lease term and useful life of the leased asset.
The adoption of MFRS 16 will require the Group to make judgement on the discount rates used on transition to discount future lease
payments (i.e. Group’s incremental borrowing rates). These rates have been calculated to reflect the underlying lease terms and
observables inputs. The risk-free rate component has been based on Based Lending Rate over the same term as the lease and has
been adjusted for credit risk.
The following practical expedients as permitted by the standards have been adopted:
- Leases of less than 12 months duration and leases for low value items are excluded. Rental payments associated with
these leases will be recognised in the statements of comprehensive income on a straight-line basis over the life of the lease;
- Initial direct costs incurred on leases are excluded from the measurement of the ROU assets at the date of initial application;
and
- Applying a single discount rate (6.72% - 6.81%) to a portfolio of leases with reasonably similar characteristics.
The Group has applied MFRS 16 Leases using modified retrospective approach for the first time for the financial year
beginning on 1 October 2019. As such, comparative information was not restated and continues to be reported under MFRS
117 and related interpretations.
Upon the early adoption of Amendments to MFRS 16, the Group has recognised an income of RM147,785 as a result of the
COVID-19 pandemic for the financial year ended 2020.
2. BASIS OF PREPARATION (cont’d)
(a) Statement of compliance (cont’d)
(i) Accounting pronouncements that are effective and adopted during the financial year (cont’d) MFRS 16 Leases (cont’d)
The effects arising from initial application of MFRS 16 are as follows:
Previously
reported Effect of Restated
under adoption of under
At 1 October 2019
Statements of financial postion Asset
Property, plant and equipment
Equity
Accumulated losses
(36,856,069) (509,808) (37,365,877)
Non-controlling interest 2,312,034 (18,383) 2,293,651
Liabilities
Finance lease payables (3,992,594) 3,992,594 -
Lease liabilities (i) - (12,374,621) (12,374,621)
Note:
(i) Reconciliation for the differences between operating lease commitments disclosed as at 30 September
2019 and lease liabilities recognised at the date of initial application of 1 October 2019 are as follow:
RM
Operating lease commitments as disclosed at 30 September 2019 6,675,752 Effects from discounting at the
incremental borrowing rate 6.72% - 6.81% (2,822,891)
Add: Adjustments as a result of a treatment of extension and termination
options 4,529,166
Lease liabilities recognised as at 1 October 2019 8,382,027
2. BASIS OF PREPARATION (cont’d)
(a) Statement of compliance (cont’d)
(ii) Accounting pronouncements that are issued but not yet effective and have not been early adopted
The Group and the Company have not adopted the following accounting pronouncements that have been issued as at the
date of authorisation of these financial statements but are not yet effective for the Group and the Company:
Effective for financial periods beginning on or after 1 January 2020
Amendments to MFRS 3 Definition of a Business Amendments to MFRS 9
and MFRS 7 Interest Rate Benchmark Reform Amendments to MFRS 101
and MFRS 108 Definition of Material
Amendments to References to the Conceptual Framework in MFRSs Effective for financial periods beginning on or after 1 June 2020
Amendments to MFRS 16 COVID-19 Related Rent Concessions Effective for financial periods beginning on or after 1 January
2021
Amendments to MFRS 9, MFRS 7, MFRS 4 and
MFRS 16 Interest Rate Benchmark Reform - Phase 2
Effective for financial periods beginning on or after 1 January 2022
Amendments to MFRS 3 Reference to the Conceptual Framework
Amendments to MFRS 116 Property, Plant and Equipment – Proceeds before Intended Use Amendments to MFRS 137
Onerous Contracts - Cost of Fulfilling a Contract
Annual Improvements to MFRSs 2018 - 2020
Effective for financial periods beginning on or after 1 January 2023
Amendments to MFRS 4 Insurance Contracts (Extension of the Temporary Exemption from
Applying MFRS 9)
MFRS 17 Insurance Contracts Amendments to MFRS 17 Insurance Contracts
Amendments to MFRS 101 Classification of Liabilities as Current or Non-Current
Effective date to be announced
Amendments to MFRS 10 Sale or Contribution of Assets between an Investor and its Associate and MFRS 128 or
Joint Venture
The Group and the Company will adopt the above accounting pronouncements when they become effective in the respective financial
periods other than as disclosed in Note 2(a)(i). These accounting pronouncements are not expected to have any effect to the financial
statements of the Group and of the Company upon their initial application.
2. BASIS OF PREPARATION (cont’d)
(b) Basis of measurement
The financial statements of the Group and of the Company have been prepared on the historical cost convention except for
those as disclosed in the accounting policy notes.
(c) Functional and presentation currency
The financial statements are presented in Ringgit Malaysia (“RM”), which is the Group’s and the Company’s functional
currency.
(d) Significant accounting estimates and judgements
The summary of accounting policies as described in Note 3 are essential to understand the Group’s and the Company’s
results of operations, financial position, cash flows and other disclosures. Certain of these accounting policies require critical
accounting estimates that involve complex and subjective judgements and the use of assumptions, some of which may be for
matters that are inherently uncertain and susceptible to change. Directors exercise their judgement in the process of applying
the Group’s and the Company’s accounting policies.
Estimates, assumptions concerning the future and judgements are made in the preparation of the financial statements.
They affect the application of the Group’s and of the Company’s accounting policies and reported amounts of assets,
liabilities, income and expenses, and disclosures made. Estimates and underlying assumptions are assessed on an on-going basis
and are based on experience and relevant factors, including expectations of future events that are believed to be reasonable
under the circumstances. The actual results may differ from the judgements, estimates and assumptions made by management, and
will seldom equal the estimated results.
The key assumptions concerning the future and other key sources of estimation or uncertainty at the end of the reporting period,
that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next
financial year are set out below.
(i) Impairment of non-financial assets
When the recoverable amount of an asset is determined based on the estimate of the value-in-use of the cash-generating unit to
which the asset is allocated, the management is required to make an estimate of the expected future cash flows from the
cash-generating unit and also to apply a suitable discount rate in order to determine the present value of those cash flows.
(ii) Impairment of financial assets
The Group and the Company assess on a forward-looking basis the expected credit loss associated with its debt instruments carried
at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk.
For trade receivables, the Group applies the simplified approach permitted by MFRS 9, which requires expected lifetime
losses to be recognised from initial recognition of the trade receivables.
For other receivables and amounts due from subsidiaries, the Company applies the approach permitted by MFRS 9, which
requires the Company to measure the allowance for impairment loss for that financial asset at an amount based on the probability
of default occurring within the next 12 months considering the loss given default of that financial asset.
2. BASIS OF PREPARATION (cont’d)
(d) Significant accounting estimates and judgements (cont’d)
(iii) Carrying value of investment in subsidiaries
Investment in subsidiaries is reviewed for impairment annually in accordance with its accounting policy or whenever events
or changes in circumstances indicate that the carrying values may not be recoverable.
Significant judgement is required in the estimation of the present value of future cash flows generated by the subsidiaries, which
involves uncertainties and are significantly affected by assumptions and judgements made regarding estimates of future
cash flows and discount rates. Changes in assumptions could significantly affect the carrying value of Investment in subsidiaries.
3. SIGNIFICANT ACCOUNTING POLICIES
The accounting policies set out below have been applied consistently to the periods presented in these financial statements,
except as disclosed in Note 3(g).
(a) Basis of consolidation
Consolidation
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at the
reporting date. The financial statements of the subsidiaries used in the preparation of the consolidated financial statements are
prepared for the same reporting date as the Company. Consistent accounting policies are applied for like transactions and
events in similar circumstances. The Company controls an investee if and only if the Company has all the following:
(i) Power over the investee (i.e. existing rights that give it the current ability to direct the relevant power activities of the
investee);
(ii) Exposure, or rights, to variable returns from its investment with the investee; and
(iii) The ability to use its power over the investee to affect its returns.
When the Company has less than a majority of the voting rights of an investee, the Company considers the following in assessing
whether or not the Company’s voting rights in an investee are sufficient to give it power over the investee:
(i) The size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders;
(ii) Potential voting rights held by the Company, other vote holders or other parties;
(iii) Rights arising from other contractual arrangements; and
(iv) Any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the
relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders’ meetings.
Subsidiaries are consolidated when the Company obtains control over the subsidiary and ceases when the Company loses control of
the subsidiary.
Losses within a subsidiary are attributed to the non-controlling interests even if that results in a deficit balance.
3. SIGNIFICANT ACCOUNTING POLICIES (cont’d)
(a) Basis of consolidation (cont’d)
Consolidation (cont’d)
Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are
accounted for as equity transactions. The carrying amounts of the Group’s interest and the non-controlling interests are
adjusted to reflect the changes in their relative interests in the subsidiaries. The resulting difference is recognised directly in equity
and attributed to Owners of the Company.
When control ceases, the disposal proceeds and the fair value of any retained investment are compared to the Group’s share of
the net assets disposed. The difference together with the carrying amount of allocated goodwill and the exchange reserve that
relate to the subsidiary is recognised as gain or loss on disposal.
Business combination
Acquisitions of subsidiaries are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate
of the consideration transferred, measured at acquisition date fair value and the amount of any non-controlling interest in the
acquiree. The Group elects on a transaction-by- transaction basis whether to measure the non-controlling interests in the
acquiree either at fair value or at the proportionate share of the acquiree’s identifiable net assets. Transaction cost
incurred are expensed and included in administrative expenses.
Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date.
Subsequent changes in the fair value of the contingent consideration which is deemed to be an asset or liability, will be
recognised in accordance with MFRS 9 either in profit or loss or a change to other comprehensive income. If the contingent
consideration is classified as equity, it will not be remeasured. Subsequent settlement is accounted for within equity. In instances
where the contingent consideration does not fall within the scope of MFRS 9, it is measured in accordance with the
appropriate MFRS.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification
and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at
acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree.
If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s previously held equity
interest in the acquiree is remeasured to fair value at the acquisition date through profit or loss.
Subsidiaries
In the Company’s separate financial statements, investment in subsidiaries are accounted for at cost less impairment losses. On
disposal of such investments, the difference between net disposal proceeds and their carrying amounts is included in the profit or
loss.
3. SIGNIFICANT ACCOUNTING POLICIES (cont’d)
(a) Basis of consolidation (cont’d)
Non-controlling interests
Non-controlling interests represent the equity in subsidiaries not attributable directly or indirectly, to Owners of the
Company, and is presented separately in the Group’s statements of comprehensive income and within equity in the
Group’s statements of financial position, separately from equity attributable to Owners of the Company. Non-controlling interest
is initially measured at acquisition-date share of net assets other then goodwill as of the acquisition after and is subsequently
adjusted for the changes in the net assets of the subsidiary after the acquisition date.
Changes in the Company’s ownership interest in a subsidiary that do not result in a loss of control are accounted for as
equity transactions. In such circumstances, the carrying amounts of the non- controlling interests are adjusted to reflect the
changes in their relative interests in the subsidiary. Any difference between the amount by which the non-controlling
interests is adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed
to Owners of the Company.
Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income and expenses arising from intra- group transactions
between subsidiaries in the Group, are eliminated in preparing the consolidated financial statements.
Unrealised gains arising from transactions with equity-accounted associates are eliminated against the investment to the extent of
the Group’s interest in the investees. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent
that there is no evidence of impairment.
(b) Foreign currencies
Foreign currency translations and balances
Transactions in foreign currencies are converted into the functional currency at rates of exchange ruling at the transaction
dates. Monetary assets and liabilities in foreign currencies at the end of each reporting period are translated into the functional
currency at rates of exchange ruling at that date. All exchange differences arising from the settlement of foreign currency
transactions and from the translation of foreign currency monetary assets and liabilities are included in profit or loss in the period
in which they arise. Non-monetary items initially denominated in foreign currencies, which are carried at historical cost are
translated using the historical rates as of the date of acquisition, and non-monetary items, which are carried at fair value are
translated using the exchange rate that existed when the values were determined for presentation currency purposes.
Foreign operations
Financial statements of foreign operations are translated at end of each reporting period exchange rates with respect to their
assets and liabilities, and at exchange rates at the dates of the transactions with respect to the statements of comprehensive
income. All resulting translation differences are recognised as a separate component of equity.
3. SIGNIFICANT ACCOUNTING POLICIES (cont’d)
(b) Foreign currencies (cont’d)
Foreign operations (cont’d)
In the consolidated financial statements, exchange differences arising from the translation of net investment in foreign
operations are taken to equity. When a foreign operation is partially disposed or sold, exchange differences that were recorded in
equity are recognised in profit or loss as part of the gain or loss on disposal.
Exchange differences arising on a monetary item that forms part of the net investment of the Company in a foreign operation shall
be recognised in profit or loss in the separate financial statements of the Company or the foreign operation, as
appropriate. In the consolidated financial statements, such exchange differences shall be recognised initially as a separate
component of equity and recognised in profit or loss upon disposal of the net investment.
(c) Revenue and other income recognition
(i) Revenue from contracts with customers
The Group is in the business of providing telecommunication and mobile application related services.
Revenue from contracts with customers is recognised by reference to each distinct performance obligation in the contract
with customer and is measured at the consideration specified in the contract of which the Group expects to be entitled in
exchange for transferring promised goods or services to a customer, net of sales and service tax, returns, rebates and discounts.
The Group recognises revenue when (or as) it transfers control over a product or service to customer. An asset is transferred when
(or as) the customer obtains control of that asset.
Depending on the substance of the contract, revenue is recognised when the performance obligation is satisfied, which may be at a
point in time or over time. The Group transfers control of a good or service at a point in time unless one of the following over time
criteria is met:-
• The customer simultaneously receives and consumes the benefits provided as the Group performs.
• The Group’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced.
• The Group’s performance does not create an asset with an alternative use and the Group has an enforceable right to payment
for performance completed to date.
The Group has generally concluded that it is the principal in its revenue arrangements because it typically controls the goods or
services before transferring them to the customer.
3. SIGNIFICANT ACCOUNTING POLICIES (cont’d)
(c) Revenue and other income recognition (cont’d)
(i) Revenue from contracts with customers (cont’d)
(a) Telecommunication services
Telecommunication services revenue from postpaid and prepaid services provided by the Group are recognised over time, as the
benefits of telecommunication services are simultaneously received and consumed by the customer. Telecommunication
services also refer to Short Message Service (“SMS”) blasting services rendered to customers.
Revenue from prepaid services (i.e. preloaded talk time, prepaid top-up vouchers, etc.) are recognised when services are
rendered. Consideration from the sale of prepaid SIM cards, reload vouchers and e-recharge to customers where services
have not been rendered at the reporting date is deferred as contract liability until actual usage or when the cards, vouchers or
reloaded amounts are expired or forfeited.
Postpaid services are provided in postpaid packages which consists of various services (i.e. call minutes, internet data, SMS,
etc.). These postpaid packages have been assessed to meet the definition of a series of distinct services that are substantially the
same and have the same pattern of transfer and as such the Group treats these packages as a single performance obligation.
Revenue from SMS blasting services are recognised based on monthly actual usage of the customers at point in time when
services are rendered.
(b) Mobile application services
Revenue from mobile application services refers to prepaid services (i.e. preloaded air time) via Voopee mobile application
provided by the Group is recognised over time, as the benefits of mobile application services are simultaneously received and
consumed by the customer.
(c) Contract liabilities
A contract liability is the obligation to transfer goods or services to a customer for which the Group has received
consideration from the customer. If a customer pays consideration before the Group transfers goods or services to the customer, a
contract liability is recognised when the payment is made. Contract liabilities are recognised as revenue when the Group performs
under the contract.
For prepaid, postpaid and mobile application services, a contract liability is recognised when consideration is received from the
customer, but services are yet to be performed.
(d) Cost to obtain a contract
The Group pays sales commissions to external distribution channels as an incentive for each new registration or top-up of
reload vouchers or e-recharge by the customers to the Group’s telecommunication services. Sales commissions have been
determined to be an incremental cost of obtaining a contract and are capitalised as contract costs when the Group expects
these costs to be recovered over a period of more than one year.
Contract costs are amortised over the expected customer life cycle by reference to the basis consistent with the subsequent
income recognition of the related deferred revenue. For contract costs with an amortisation period of less than one year, the
Group has elected to apply the practical expedient to recognise as an expense when incurred. Amortisation of contract costs are
included as part of selling and distribution expenses in the profit or loss, based on the nature of commission costs, and not
under amortisation expenses.
3. SIGNIFICANT ACCOUNTING POLICIES (cont’d)
(c) Revenue and other income recognition (cont’d)
(ii) Interest income
Interest income is recognised on a time proportion basis that reflects the effective yield on asset.
(iii) Registration fee
Registration fee is recognised in profit or loss on the date the Group has rendered its services to its dealers. Registration fee from
dealers is recognised as other income.
(d) Employee benefits
(i) Short term employee benefits
Wages, salaries, social security contributions and bonuses are recognised as an expense in the financial period in which the
associated services are rendered by employees of the Group and of the Company. Short term accumulating compensated
absences such as paid annual leave is recognised when services are rendered by employees that increase their entitlement
to future compensated absences, and short term non-accumulating compensated absences such as sick leave are recognised
when absences occur.
The expected cost of accumulating compensated absences is measured as additional amount expected to be paid as a
result of the unused entitlement that has accumulated at the end of the reporting period.
(ii) Defined contribution plan
As required by law, companies in Malaysia make contributions to the state pension scheme, the Employees Provident Fund
(“EPF”). Such contributions are recognised as an expense as incurred. Once the contributions have been paid, the Group and
the Company have no further payment obligations.
(iii) Equity-settled share-based payment transaction
The Company operates an equity-settled, share-based compensation plan for the employees of the Group. Employee services
received in exchange for the grant of the share options is recognised as an expense in the profit or loss over the vesting periods of
the grant with a corresponding increase in equity.
The total amount to be expensed over the vesting period is determined by reference to the fair value of the share
options granted, excluding the impact of any non-market vesting conditions (for example, profitability and sales growth
targets). Non-market vesting conditions are included in assumptions about the number of options that are expected to be
vested. At the end of each reporting date, the Company revises its estimates of the number of share options that are expected to
be vested. It recognises the impact of the revision of original estimates, if any, in the profit or loss, with a corresponding
adjustment to equity.
When the options are exercised, the Company issues new ordinary shares. The proceeds received net of any directly attributable
transaction costs are credited to ordinary shares when the options are exercised. The share options reserves are transferred to
ordinary shares when the options are exercised. When options are not exercised and lapsed, the share options reserve is transferred
to retained earnings.
3. SIGNIFICANT ACCOUNTING POLICIES (cont’d)
(e) Borrowing costs
Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are
recognised in profit or loss using the effective interest method.
Interest incurred on borrowing costs that are directly attributable to the acquisition, construction or production of a
qualifying asset related to property development activities or construction of assets are capitalised as part of the cost of the asset
during the period of time required to complete and prepare the asset for its intended use or sale. Capitalisation of borrowing
costs ceased when the assets are ready for their intended use or sale whereby the assets are no longer qualifying asset.
(f) Income taxes
Current tax
Tax expense represents the aggregate amount of current and deferred tax. Current tax is the expected amount payable in respect
of taxable income for the financial year, using tax rates enacted or substantively enacted by the reporting date, and any
adjustments recognised for prior years’ tax. When an item is recognised outside profit or loss, the related tax effect is
recognised either in other comprehensive income or directly in equity.
Deferred tax
Deferred tax is recognised using the liability method, on all temporary differences between the tax base of assets and
liabilities and their carrying amounts in the financial statements. Deferred tax is not recognised if the temporary difference
arises from the initial recognition of an asset or liability in a transaction, which is not a business combination and at the
time of the transaction, affects neither accounting nor taxable profit or loss. Deferred tax is measured at the tax rates that
are expected to apply in the period in which the assets are realised or the liabilities are settled, based on tax rates and tax laws that
have been enacted or substantively enacted by the reporting date.
Deferred tax assets are recognised only to the extent that there are sufficient taxable temporary differences relating to the
same taxable entity and the same taxation authority to offset or when it is probable that future taxable profits will be
available against which the assets can be utilised.
Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that
the related tax benefits will be realised. Unrecognised deferred tax assets are reassessed at each reporting date and are
recognised to the extent that it has become probable that future taxable profit will be available for the assets to be utilised.
Deferred tax assets relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are
recognised in relation to the underlying transactions either in other comprehensive income or directly in equity and deferred tax
arising from business combination is adjusted against goodwill on acquisition or the amount of any excess of the acquirer’s
interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities over the acquisition cost.
3. SIGNIFICANT ACCOUNTING POLICIES (cont’d)
(g) Leases
Current financial year
As a lessee
The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is
initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made
at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove
the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.
The right-of-use assets are presented within property, plant and equipment and lease liabilities are presented as a separate
line in the statements of financial position.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the
end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are
determined on the same basis as those of property, plant and equipment.
In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of
the lease liability. The Group applies MFRS 136 to determine whether a right-of-use asset is impaired and accounts for any
identified impairment loss as described in Note 3(n) (ii).
The lease liability is initially measured at the present value of the future lease payments at the commencement date,
discounted using the Group’s incremental borrowing rates. Lease payments included in the measurement of the lease liability
include fixed payments, any variable lease payments, amount expected to be payable under a residual value guarantee, and exercise
price under an extension option that the Group is reasonably certain to exercise.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a
change in future lease payments arising from a change in an index or rate, or if the Group changes its assessment of
whether it will exercise an extension or termination option.
Lease payments associated with short term leases and leases of low value assets are recognised on a straight-line basis as an
expense in profit or loss. Short term leases are leases with a lease term of 12 months or less. Low value assets are those assets
valued at less than RM20,000 each when purchased new.
Previous financial period
The determination of whether an arrangement is, or contains, a lease is based on the substance of the arrangement at the
inception date, whether fulfilment of the arrangement is dependent on the use of a specific asset or the arrangement
conveys a right to use the asset, even if that right is not explicitly specific in an arrangement.
(i) Finance Lease
Leases in terms of which the Group assumes substantially all the risks and rewards of ownership are classified as finance lease. Upon
initial recognition, the leased asset is measured at an amount equal to the lower of its fair value and the present value of the
minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy
applicable to that asset.
Minimum lease payments made under finance leases are apportioned between finance charges and reduction of the lease
liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are
recognised in finance costs in the profit or loss. Contingent lease payments are accounted for by revising the minimum
lease payments over the remaining term of the lease when the lease adjustment is confirmed.
3. SIGNIFICANT ACCOUNTING POLICIES (cont’d)
(g) Leases (cont’d)
Previous financial period (cont’d)
(ii) Operating Lease
Leases, where the Group does not assume substantially all the risks and rewards of ownership are classified as operating
leases and, except for property interest held under operating lease, the leased assets are not recognised on the statement
of financial position. Property interest held under an operating lease, which is held to earn rental income or for capital
appreciation or both, is classified as investment property.
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 in profit or loss as an integral part of the total lease expense, over the term of the lease.
Contingent rentals are charged to profit or loss in the reporting period in which they are incurred.
(h) Earnings per share
Basic earnings per share (“EPS”) is calculated by dividing the profit or loss attributable to ordinary shareholders of the
Company by the weighted average number of ordinary shares outstanding during the year/period.
Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average
number of ordinary shares outstanding, adjusted for the effects of all dilutive potential ordinary shares, which comprise
free warrants and ICPS granted to shareholders and share options granted to employees.
(i) Property, plant and equipment
Property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.
(i) Recognition and measurement
Cost includes expenditures that are directly attributable to the acquisition of the assets and any other costs directly
attributable to bringing the asset to working condition for its intended use, cost of replacing component parts of the
assets, and the present value of the expected cost for the decommissioning of the assets after their use. The cost of self-
constructed assets also includes the cost of materials and direct labour. For qualifying assets, borrowing costs are
capitalised in accordance with the accounting policy on borrowing costs. All other repair and maintenance costs are recognised in
profit or loss as incurred.
When significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate
items (major components) of property, plant and equipment.
Property, plant and equipment are derecognised upon disposal or when no future economic benefits are expected from its use or
disposal. Gains or losses arising on the disposal of property, plant and equipment are determined as the difference between
the disposal proceeds and the carrying amount of the assets and are recognised in profit or loss.
3. SIGNIFICANT ACCOUNTING POLICIES (cont’d)
(i) Property, plant and equipment (cont’d)
(ii) Subsequent costs
The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is
probable that the future economic benefits embodied within the part will flow to the Group and its cost can be measured
reliably. The costs of the day-to-day servicing of property, plant and equipment are recognised in the profit or loss as incurred.
(iii) Depreciation
Depreciation is based on the cost of an asset less its residual value. Significant components of individual assets are
assessed, and if a component has a useful life that is different from the remainder of that asset, then that component is
depreciated separately.
Depreciation is recognised in the profit or loss on straight line basis over its estimated useful lives of each component of an item of
property, plant and equipment.
Property, plant and equipment are depreciated based on the estimated useful lives of the assets as follows:
Telecommunication network and equipment 10 years
Office equipment 5 years
Furniture and fittings 10 years
Renovation 10 years
Motor vehicles 5 years
Leased properties 2 to 6 years
Leased signboard 3 years
Depreciation methods, useful lives and residual values are reviewed at end of the reporting period and adjusted as appropriate.
Fully depreciated property, plant and equipment are retained in the financial statements until they are no longer in use and no
further charge for depreciation is made in respect of these property, plant and equipment.
(j) Intangible assets
(i) Recognition and measurement
Intangible assets which have finite useful lives, are measured at cost less accumulated amortisation and accumulated impairment
losses.
Intangible assets which have indefinite lives and are not yet available for use are stated at cost less accumulated impairment losses.
Capital work-in-progress is stated at cost less any accumulated impairment losses and includes borrowing cost incurred during
the period of construction/development.
(ii) Subsequent expenditure
Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific intangible
asset to which it relates. All other expenditure is recognised in profit or loss as incurred.
3. SIGNIFICANT ACCOUNTING POLICIES (cont’d)
(j) Intangible assets (cont’d)
(iii) Amortisation
Amortisation is calculated based on the cost of an intangible asset less its residual value.
Amortisation is recognised in profit or loss on a straight-line basis over the estimated useful lives of intangible assets from the date
that they are available for use.
The estimated useful lives for the current and comparative periods are as follows:
Mobile and telecommunication software 5 - 10 years
Amortisation methods, useful lives and residual values are reviewed at the end of each reporting period and adjusted, if
appropriate.
Intangible assets with indefinite useful lives, intangible assets not yet available for use and capital work-in-progress are not
amortised but are tested for impairment annually and whenever there is an indication that they may be impaired.
(k) Inventories
Inventories are measured at the lower of cost and net realisable value.
The cost of inventories is measured based on weighted average cost formula, and includes expenditure incurred in acquiring the
inventories and other costs incurred in bringing them to their existing location and condition.
Net realisable value is the estimated selling price in the ordinary course of business less estimated costs of completion and the
estimated costs necessary to make the sale.
(l) Cash and cash equivalents
Cash and cash equivalents consist of cash at bank and on hand, fixed deposits placed with a licensed bank and short-term fund that
are readily convertible to known amount of cash and which are subject to an insignificant risk of changes in value. For the
purpose of the statements of cash flows, cash and cash equivalents are presented net of pledged deposits, if any.
(m) Financial instruments
(i) Initial recognition and measurement
A financial asset or a financial liability is recognised in the statements of financial position when, and only when, the Group or the
Company becomes a party to the contractual provisions of the instrument.
A financial asset (unless it is a trade receivable without significant financing component) or a financial liability is initially
measured at fair value plus or minus, for an item not at fair value through profit or loss, transaction costs that are directly
attributable to its acquisition or issuance. A trade receivable without a significant financing component is initially measured at the
transaction price.
An embedded derivative is recognised separately from the host contract where the host contract is not a financial asset,
and accounted for separately if, and only if, the derivative is not closely related to the economic characteristics and risks
of the host contract and the host contract is not measured at fair value through profit or loss. The host contract, in the
event an embedded derivative is recognised separately, is accounted for in accordance with policy applicable to the nature
of the host contract.
3. SIGNIFICANT ACCOUNTING POLICIES (cont’d)
(m) Financial instruments (cont’d)
(ii) Financial instrument categories and subsequent measurement
The Group and the Company categorise financial instruments as follows:
Financial assets
Categories of financial assets are determined on initial recognition and are not reclassified subsequent to their initial
recognition unless the Group or the Company changes its business model for managing financial assets in which case all affected
financial assets are reclassified on the first day of the first reporting period following the change of the business model.
(a) Amortised cost
Amortised cost category comprises financial assets that are held within a business model whose objective is to hold assets
to collect contractual cash flows and its contractual terms give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding. The financial assets are not designated as fair
value through profit or loss. Subsequent to initial recognition, these financial assets are measured at amortised cost using the
effective interest method. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses
and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss. Interest income is
recognised by applying effective interest rate to the gross carrying amount except for credit impaired financial assets.
(b) Fair value through profit or loss
All financial assets not measured at amortised cost or fair value through other comprehensive income are measured at fair value
through profit or loss. This includes derivative financial assets (except for a derivative that is a designated and effective
hedging instrument). On initial recognition, the Group or the Company may irrevocably designate a financial asset that otherwise
meets the requirements to be measured at amortised cost or at fair value through other comprehensive income as at fair
value through profit or loss if doing so eliminates or significantly reduces an accounting mismatch that would otherwise
arise. Financial assets categorised as fair value through profit or loss are subsequently measured at their fair value. Net gains or
losses, including any interest or dividend income, are recognised in the profit or loss.
All financial assets, except for those measured at fair value through profit or loss, are subject to impairment assessment
under Note 3(n)(i).
Financial liabilities
The category of financial liabilities at initial recognition is as follows:
Amortised cost
Other financial liabilities not categorised as fair value through profit or loss are subsequently measured at amortised cost using the
effective interest method.
Interest expense and foreign exchange gains and losses are recognised in the profit or loss. Any gains or losses on derecognition are
also recognised in the profit or loss.
3. SIGNIFICANT ACCOUNTING POLICIES (cont’d)
(m) Financial instruments (cont’d)
(iii) Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount presented in the statements of financial position when, and
only when, the Group or the Company currently has a legally enforceable right to set off the amounts and it intends
either to settle them on a net basis or to realise the asset and liability simultaneously.
(iv) Regular way purchase or sale of financial assets
A regular way purchase or sale is a purchase or sale of a financial asset under a contract whose terms require delivery of the asset
within the time frame established generally by regulation or convention in the marketplace concerned.
A regular way purchase or sale of financial assets is recognised and derecognised, as applicable, using trade date accounting. Trade
date accounting refers to:
(a) the recognition of an asset to be received and the liability to pay for it on the trade date, and
(b) derecognition of an asset that is sold, recognition of any gain or loss on disposal and the recognition of a receivable
from the buyer for payment on the trade date.
(v) Derecognition
A financial asset or part of it is derecognised when, and only when the contractual rights to the cash flows from the
financial asset expire or control of the asset is not retained or substantially all of the risk and rewards of ownership of the
financial assets are transferred to another party. On derecognition of a financial asset, the difference between the carrying
amount and the sum of the consideration received (including any new asset obtained less any new liability assumed) and any
cumulative gain or loss that had been recognised in equity is recognised in profit or loss.
A financial liability or a part of it is derecognised when, and only when, the obligation specified in the contract is discharged or
cancelled or expires. On derecognition of a financial liability, the difference between the carrying amount of the financial
liability extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred
or liabilities assumed, is recognised in profit or loss.
(n) Impairment
(i) Financial assets
The Group and the Company recognise loss allowances for expected credit losses (“ECLs”) on financial assets measured at
amortised cost. Expected credit losses are a probability-weighted estimate of credit losses.
Loss allowance of the Group and of the Company are measured on either of the following basis:
(i) 12-month ECLs – represents the ECLs that result from default events that are possible within the 12 months after the reporting
date (or for a shorter period if the expected life of the instrument is less than 12 months); or
(ii) Lifetime ECLs – represents the ECLs that will result from all possible default events over the expected life of a financial
instrument.
The impairment methodology applied depends on whether there has been a significant increase in credit risk.
3. SIGNIFICANT ACCOUNTING POLICIES (cont’d)
(n) Impairment (cont’d)
(i) Financial assets (cont’d)
Simplified approach - trade receivables
The Group applies the simplified approach to provide ECLs for all trade receivables as permitted by MFRS 9. The simplified approach
required expected lifetime losses to be recognised from initial recognition of the receivables. The expected credit losses on
these financial assets are estimated using a provision matrix based on the Group’s historical credit loss experience, adjusted for
factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast
direction of conditions at the reporting date, including time value of money where applicable.
The Group considers the following as constituting an event of default for internal credit risk management purposes as
historical experience indicates that a financial asset to be in default when:
- The borrower is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as
realising security (if any is held); or
- The financial asset is more than the range from 60 to 270 days past due, depending on customer profiles.
General approach - other financial instruments
The Group and the Company apply the general approach to provide for ECLs on all other financial instruments, which requires the
loss allowance to be measured at an amount equal to 12-months ECLs at initial recognition.
At each reporting date, the Group and the Company assess whether the credit risk of a financial instrument has increased
significantly since initial recognition. When credit risk has increased significantly since initial recognition, loss allowance is
measured at an amount equal to lifetime ECLs. In assessing whether the credit risk of a financial asset has increased
significantly since initial recognition and when estimating ECLs, the Group and the Company consider reasonable and
supportable information that is relevant and available without undue cost or effort. This includes both quantitative and
qualitative information and analysis, based on the Group’s and the Company’s historical experience and informed credit
assessment and including forward looking information, where available.
If credit risk has not increased significantly since initial recognition or if the credit quality of the financial instruments
improves such that there is no longer a significant credit risk since initial recognition, loss allowance is measured at an amount
equal to 12-month ECLs.
Credit impaired financial assets
At each reporting date, the Group and the Company assess whether financial assets carried at amortised cost is credit
impaired. A financial asset is credit impaired when one or more events that have a detrimental impact on the estimated future cash
flows of the financial asset have occurred.
3. SIGNIFICANT ACCOUNTING POLICIES (cont’d)
(n) Impairment (cont’d)
(i) Financial assets (cont’d)
Credit impaired financial assets (cont’d)
Evidence that a financial asset is credit impaired includes the observable data about the following events:
- Significant financial difficulty of the borrower or issuer;
- A breach of contract such as a default or significant past due event (e.g. being more than the range from 60 to 270 days past
due);
- The lender of the borrower, for economic or contractual reasons relating to the borrower’s financial difficulty, having
granted to the borrower a concession that the lender would not otherwise consider (e.g. the restructuring of a loan or advance
by the Group and the Company on terms that the Group and the Company would not consider otherwise);
- It is becoming probable that the borrower will enter bankruptcy or other financial reorganisation; or
- The disappearance of an active market for security because of financial difficulties. Write-off policy
The gross carrying amount of a financial asset is written off (either partially or full) to the extent that there is no realistic
prospect of recovery. This is generally the case when the Group or the Company determines that the debtor does not have
assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write-off. However,
financial assets that are written off could still be subject to enforcement activities in order to comply with the Group’s or the
Company’s procedures for recovery of amounts due. Any recoveries made are recognised in profit or loss.
(ii) Non-financial assets
The carrying amounts of non-financial assets (except for inventories) are reviewed at the end of each reporting period to
determine whether there is any indication of impairment. If any such indication exists then the asset’s recoverable amount is
estimated.
An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable
amount. Impairment losses are recognised immediately in profit or loss, unless the asset is carried at a revalued amount,
in which such impairment loss is recognised directly against any revaluation surplus for the asset to the extent that the
impairment loss does not exceed the amount in the revaluation surplus for that same asset. A cash-generating unit is the smallest
identifiable asset group that generates cash flows that largely are independent from other assets and groups.
The recoverable amount of an asset or cash-generating units is the greater of its value in use and its fair value less costs to sell. In
assessing value-in-use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and the risks specific to the asset.
Assets that were previously impaired are reviewed for possible reversal of the impairment at the end of each reporting
period. Any subsequent increase in recoverable amount is recognised in the profit or loss unless it reverses an impairment loss
on a revalued asset in which case it is taken to revaluation reserve. Reversal of impairment loss is restricted by the carrying amount
that would have been determined had no impairment loss been recognised for the asset in prior years.
3. SIGNIFICANT ACCOUNTING POLICIES (cont’d)
(n) Impairment (cont’d)
(ii) Non-financial assets (cont’d)
Except for goodwill, assets that were previously impaired are reviewed for possible reversal of the impairment at the end of each
reporting period. Any subsequent increase in recoverable amount is recognised in the profit or loss unless it reverses an
impairment loss on a revalued asset in which case it is taken to revaluation reserve. Reversal of impairment loss is restricted
by the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years.
An impairment loss recognised for goodwill is not reversed.
An impairment loss is recognised for the amount by which the carrying amount of the subsidiary or associate exceeds its
recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and present value of
the estimated future cash flows expected to be derived from the investment including the proceeds from its disposal. Any
subsequent increase in recoverable amount is recognised in profit or loss.
(o) Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of the Group and of the Company after
deducting all of their liabilities. Ordinary shares and ICPS are equity instruments.
Ordinary shares
Ordinary shares are recorded at the proceeds received, net of directly attributable incremental transaction costs.
Dividends on ordinary shares are recognised in equity in the period in which they are declared.
ICPS
Preference share capital is classified as equity if it is non-redeemable and any dividends are at the Company’s discretion.
Dividends thereon are recognised as distributions within equity.
(p) Operating segments
Operating segments are defined as components of the Group that:
(a) engage in business activities from which it could earn revenues and incur expenses (including revenues and expenses
relating to transactions with other components of the Group);
(b) whose operating results are regularly reviewed by the chief operating decision maker of the Group in making decisions about
resources to be allocated to the segment and assessing its performance; and
(c) for which discrete financial information is available.
3. SIGNIFICANT ACCOUNTING POLICIES (cont’d)
(p) Operating segments (cont’d)
The Group reports separately information about each operating segment that meets any of the following quantitative thresholds:
(a) its reported revenue, including both sales to external customers and intersegment sales or transfers, is 10% or more of the
combined revenue, internal and external, of all operating segments.
(b) the absolute amount of its reported profit or loss is 10% or more of the greater, in absolute amount of:
(i) the combined reported profit of all operating segments that did not report a loss; and
(ii) the combined reported loss of all operating segments that reported a loss.
(c) its assets are 10% or more of the combined assets of all operating segments.
Operating segments that do not meet any of the quantitative thresholds may be considered reportable, and separately disclosed, if
the management believes that information about the segment would be useful to users of the financial statements.
Total external revenue reported by operating segments shall constitute at least 75% of the revenue of the Group.
Operating segments identified as reportable segments in the current financial year in accordance with the quantitative
thresholds would result in a restatement of prior period segment data for comparative purposes.
(q) Fair value measurements
Fair value of an asset or a liability, except for share-based payment and lease transactions, is determined as the price that would be
received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement
date. The measurement assumes that the transaction to sell the asset or transfer the liability takes place either in the principal
market or in the absence of a principal market, in the most advantageous market.
For non-financial asset, the fair value measurement takes into account a market participant’s ability to generate economic
benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset
in its highest and best use.
When measuring the fair value of an asset or a liability, the Group and the Company used observable market data as far as possible.
Fair values are categorised into different levels in a fair value hierarchy based on the input used in the valuation technique as
follows:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group and the Company can
access at the measurement date.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly
or indirectly.
Level 3: Unobservable inputs for the asset or liability.
The Group and the Company recognised transfers between levels of the fair value hierarchy as of the date of the event or change in
circumstances that caused the transfers.
4. REVENUE Group 01.10.2019 01.07.2018
to to
30.09.2020 30.09.2019
RM RM
Telecommunication services
- SMS blasting services 2,806,847
- Prepaid, postpaid and other services 248,442,429
Mobile applications services 186,884
251,436,160
Group
2020 2019
RM RM
Total contracted revenue 272,023,530 331,539,557 Less: Telecommunication
services revenue recognised (248,442,429) (309,436,323)
Aggregate amount of the transaction price allocated to telecommunication services revenue that are partially or
fully unsatisfied as at 30 September 23,581,101 22,103,234
The remaining unsatisfied performance obligations are expected to be recognised as revenue within the next 28 months (2019: 28
months).
(ii) Mobile application services
Group
2020 2019
RM RM
Total contracted revenue 639,446 545,149
Less: Mobile applications services revenue recognised (186,884) (136,175)
Aggregate amount of the transaction price allocated to mobile
application services revenue that are partially or fully unsatisfied
as at 30 September 452,562 408,974
The remaining unsatisfied performance obligations are expected to be recognised as revenue within the next 12 months
(2019: 12 months).
5. LOSS BEFORE TAX
Loss before tax is derived after charging/(crediting):
Group Company
01.10.2019 01.07.2018 01.10.2019 01.07.2018
to to to to 30.09.2020 30.09.2019
30.09.2020 30.09.2019 RM RM RM
RM
Auditors’ remuneration
- statutory audit 362,223 339,270 98,000 93,000
- overprovision in prior year - (16,000) - -
- non statutory audit 65,000 10,000 10,000 10,000 Amortisation of
intangible assets 3,842,595 2,802,212 - - COVID-19 related rent concession
(147,785) - - -
Depreciation of property, plant
and equipment 13,233,524 11,565,287 - -
Directors’ remuneration (Note (a)) 16,196,491 2,373,374 659,815 603,906 Employee benefits
expense (Note (b)) 27,507,913 21,145,796 - -
Effect on dilution of equity interest
in a subsidiary - - (31,542) - (Gain)/loss on
disposal of property,
plant and equipment (100,168) 380 - - Goods and Services
Tax (“GST”)
compensation rebate - (15,467,838) - -
Gain on remeasurement of
non-current financial assets (25,448) - - -
Loss/(Gain) on foreign exchange
Executive Directors:
Fees
Salaries, bonus and other emolume Contributions to definedcontribution
plan
Social security contributions Share options granted under SIS
(Note 6)
Non-executive Directors:
Fees
Other emoluments
Total
(b) Employee benefits expense:
Group 01.10.2019 01.07.2018
to to
30.09.2020 30.09.2019
RM RM
Salaries, allowances and bonus 17,564,796 18,768,069
Contributions to defined contribution plan 2,077,959 2,175,639
Social security contributions 190,377 202,088
Share options granted under SIS (Note 6) 7,674,781 -
27,507,913 21,145,796
2020 2019
Date of offer RM RM Exercise period
2020 2019
RM RM
Fair value at grant date: 18 September 2020
0.0128 -
165,873 142,627 - -
(4,573) (34,293) - -
161,300 108,334 - -
Current tax:
- Current year/period
- Overprovision in prior period/year
Group
2020 2019
RM RM
Unutilised tax losses 33,964,565 29,535,545
Unabsorbed capital allowances 26,318,514 12,007,850
60,283,079 41,543,395
The availability of the tax losses will be subject to Inland Revenue Board discretion and approval to offset against future
taxable profit.
With effect from Year of Assessment (“YA”) 2019, the unutilised tax losses in a year of assessment can only be carried forward for a
maximum period of 7 consecutive YAs to be utilised against income from any business source.
8. LOSS PER ORDINARY SHARE
(a) Basic
Basic loss per ordinary share for the financial year/period is calculated by dividing loss after tax attributable to Owners of
the Company by the weighted average number of ordinary shares in issue during the financial year/period.
Group 01.10.2019 01.07.2018
to to
30.09.2020 30.09.2019
Basic loss per share:
Loss after tax attributable to the Owners of the Company (RM) (52,323,588) (21,177,600)
Weighted average number of ordinary shares:
Number of ordinary shares at beginning
Renovation
RM RM RM RM RM
Group
2020
Cost
At 1 October 2019,
as previously reported 348,863 72,280,486 9,362,098 681,389 4,937,343
of MFRS 16 - - - - -
At 1 October 2019,
as restated 348,863 72,280,486 9,362,098 681,389 4,937,343
Accumulated depreciation
At 1 October 2019
- 32,286,135 5,787,061 339,334 976,214
Charge for the
financial year - 7,218,983 1,327,934 61,244 579,217
Renovation
RM RM RM RM RM RM RM RM
- - - - - - - -
- 779,137 2,084,118 - - - - -
- (18,793) (4,878) - - - - -
- 760,344 2,079,240 - - - - -
(cont’d) Group 2020
Accumulated impairment losses
At 1 October 2019 Charge for the
financial year Exchange differences
At 30 September 2020
Group 2019 RM RM RM RM
Cost 12,598,006 56,414,698 8,390,579 681,389
At 1 July 2018
Accumulated depreciation
At 1 July 2018
- 24,622,435 4,513,249 256,948
Charge for the financial period - 8,474,104 1,547,208 82,386
Written off - (810,641) (148,558) -
Disposals - - (124,838) -
Exchange differences - 237 - -
At 30 September 2019 - 32,286,135 5,787,061 339,334
Group
2020 2019
RM RM
Group 2020 RM
The expenses charged to profit or loss during the financial year are as follows:
Group 2020 RM
As at 30 September 2020, the Group carried out a review of the recoverable amount of its
telecommunications network and equipment and office equipment as the business plan in Indonesia has been halted due
to the unforeseeable circumstances (i.e. COVID-19) which resulted the recoverable amount was deemed at zero. An
impairment loss of RM2,863,255 (2019: RM Nil) was recognised as “other expenses” line item of the statements of
comprehensive income for the financial year ended 30 September 2020.
2020
At Cost
At 1 October 2019 7,001,826 38,691,285 45,693,111
Accumulated amortisation
At 1 October 2019
- 5,566,745 5,566,745
Charge for the financial year - 3,842,595 3,842,595
Written off - (840,458) (840,458)
At 30 September 2020 - 8,568,882 8,568,882
Accumulated amortisation
At 1 July 2018 - - -
Additions 900,000 - 900,000
At 30 September 2019 900,000 - 900,000
131,861,150 55,701,150
5,362 76,160,000
(784,000) -
131,082,512 131,861,150
Capital contribution to subsidiaries 38,454,893 -
Accumulated impairment losses
At beginning of the financial year/period Additions
Reversal
Effect on dilution of equity interest of a subsidiary At end of the financial year/period
Net carrying amount
At end of the financial year/period 107,418,325 93,855,329
The details of the subsidiaries are as follows:
Name of Subsidiaries Country of Principal activities Effective Equity Interest
38,005,821 55,341,998
24,897,259 -
- (17,336,177)
(784,000) -
62,119,080 38,005,821
Incorporation 2020
%
XOX Com Sdn. Bhd. Malaysia Provider of mobile 100 100
telecommunication
products and services
XOX Management Malaysia Provision of management 100 100
Services Sdn. Bhd. services
XOX Media Sdn. Bhd. Malaysia Provision of telecommunication 100 100
and mobile application services
XOX Wallet Sdn. Bhd. Malaysia Provision and trading of 51 100
telecommunications airtime as a traded commodity for Shariah compliant financing and provision of information technology
solution for
businesses
11. INVESTMENTS IN SUBSIDIARIES (cont’d)
The details of the subsidiaries are as follows: (cont’d)
Name of Subsidiaries Country of Principal activities Effective Equity Interest Incorporation
2020 2019
% %
X Style Sdn. Bhd. Malaysia Provision of mobile virtual 51 51
network operator services and broadband internet services. Ceased operation and remained dormant
One XOX Sdn. Bhd. Malaysia Wholesaler of mobile 60 60
telecommunication products and services
XOX Mobile Pte. Ltd. * Singapore Intended engaged in provision 100 100
of mobile cellular and other wireless telecommunication network operation
XOX (Hong Kong) Hong Kong Intended engaged in telecom, 100 -
Limited *^ technology, e-commerce and
related services
Held through
XOX Com Sdn. Bhd.
XOX Mobile Sdn. Bhd. Malaysia Provider of telecommunication 100 100
products and related services
Held through
XOX Media Sdn. Bhd.
PT. Nusantara Mobile Indonesia Intended engaged in 40 40
Telecommunication * telecommunication products and services, mobile application services and
eWallet services. Ceased
operation and remain dormant
2020
NCI percentage of ownership and
voting interest (%) 49% 40% 60% 49%
Carrying amount of
NCI (RM) (286,996) 1,062,125 446,741 (1,085,298) 136,572
(Loss)/profit allocated to
NCI (RM) (4,976) 122,098 (1,149,175) (1,091,774) (2,123,827)
PT. Nusantara
One XOX Sdn. Mobile
X Style Sdn. Bhd. Bhd. Total
Telecommunication
2019
NCI percentage of ownership and voting
interest (%)
49% 40% 60%
Carrying amount of NCI (RM) (282,020) 958,410 1,635,644 2,312,034
PT. Nusantara
Mobile XOX Wallet
X Style Sdn. Bhd. One XOX Sdn. Bhd. Telecommunication Sdn. Bhd.
30 September 2020 30 September 2019 30 September 2020 30 September 2019 30 September 2020 30 September 2019 30.09.2020*
RM RM RM RM RM RM RM
- - 121,938,305 92,543,952 - - 5,010
Results:
Revenue
Net (loss)/profit for the
financial year/period
Cash flows:
Net cash (used in)/from
operating activities (17,944) (28,022) 3,173,490 204,255
Net cash used in investing activities - - (43,810) (57,061)
Net cash from/(used in)
financing activities 12,190 20,000 (388,595) (70,802)
Net (decrease)/increase in cash
and cash equivalents (5,754) (8,022) 2,741,085 76,392 (210,258) 267,50
* The loss for the year of XOX Wallet Sdn. Bhd. being shared commencing from 1 September 2020.
12. OTHER INVESTMENTS Group Company
Investment in quoted shares, at fair value through profit 2020 2019 2020 2019
or loss RM RM RM RM
The investment has a quoted market price in an active market and hence, the fair value was derived based on the market price
of the quoted shares. The fair value of the investment is categorised at Level 1 of the fair value hierarchy.
Group
2020 2019
RM RM
(i) The non-current other receivables represent the principal outstanding sum of staff advances which are expected
to be recoverable more than 1 year. The effective interest rate of the non-current other receivables discounting is
3.85% (2019: 3.85%) per annum.
(ii) Movements in the allowance for impairment losses on other receivables during the financial year/ period are as
follows:
Group
2020 2019
RM RM
Balance at beginning of the financial year/period 362,917 379,795
Addition 1,005,132 56,432
Written off - (73,310)
Balance at end of the financial year/period 1,368,049 362,917
(iii) Included in net other receivables of the Group are:
(a) an amount of RM2,016,000 (2019: RM2,124,000) which represents the unpaid share capital of a foreign subsidiary by the
minority shareholders;
(b) an amount of RM800 (2019: RM Nil) owing by a Directors’ related company which relates to meeting room rental
expenses; and
(c) an amount of RM Nil (2019: RM15,467,838) relating to Goods and Services Tax (“GST”) compensation rebate receivable
from a relevant authority.
(iv) Included in net deposits is an amount of RM10,000,000 (2019: RM Nil) relating to future business arrangement.
14. OTHER RECEIVABLES (cont’d)
(v) Included in prepayments are
(a) an advance payment for electronic data management service of RM4,800,000 (2019: RM Nil) paid to a Director’s related
company.
(b) an advance payment for advertising, promotions, billboards and sponsorship of RM5,327,534 (2019: RM2,452,298) and
new data centre of RM Nil (2019: RM2,597,829).
(vi) The contract costs represent the capitalised incremental cost to obtain a contract in relation to the deferred revenue.
(vii) The deferred costs represent mobile tariff directly attributable to the deferred telecommunication revenue from prepaid
services and mobile application services which the services have yet to be rendered.
2020 2019
RM RM
At beginning of the financial year/period 98,184
Recognised in profit or loss (Note 7) (1,377,288)
At end of the financial year/period (1,279,104)
Representing:
The net deferred tax assets and liabilities shown on the statements of financial position after appropriate offsetting are
as follows:
Group
2020 2019
RM RM
Deferred tax liabilities 6,738,798 7,106,524
Deferred tax assets (8,017,902) (7,008,340)
(1,279,104) 98,184
Accelerated taxable
capital temporary
allowances differences Total
RM RM RM
Group
2020
At 1 October 2019 7,106,524 -
Recognised in profit or loss (432,087) 64,361
At 30 September 2020 6,674,437 64,361
Group
Deferred tax liabilities: (cont’d) 2019
At 1 July 2018 5,114,001 - 5,114,001
Recognised in profit or loss 1,992,523 - 1,992,523
At 30 September 2019 7,106,524 - 7,106,524
Others
Unabsorbed deductible
capital Unutilised temporary
allowances tax losses differences Total RM RM
Group RM RM
Deferred tax assets:
2020
Group
Restated
2020 2019
RM RM
Unabsorbed capital allowances 12,712,797 2,544,658
Unutilised tax losses 19,798,978 16,656,355
Other deductible temporary differences 790,540 -
33,302,315 19,201,013
The comparative figures have been restated to reflect the actual tax losses and unabsorbed capital allowances carried forward
available to the Group.
16. INVENTORIES Group
At cost: 2020 2019
RM RM
Group
2020 2019
Note RM RM
Group
2020 2019
RM RM
Balance at beginning of the financial year/period 11,342,211 2,260,898
Additions 6,332,147 9,832,694
Reversal - (26,572)
Written off (10,484,261) (724,809)
Balance at end of the financial year/period 7,190,097 11,342,211
Company
2020 2019
RM RM
Amounts due from subsidiaries, gross 86,437,736 26,275,521 Less: Allowance for
impairment loss
At beginning of the financial year/period Additions
At end of the financial year/period (36,770,774) (24,915,056) Amounts due from
subsidiaries, net 49,666,962 1,360,465
These amounts are non-trade in nature, unsecured, interest free advances which are collectible on demand.
(24,915,056) -
(11,855,718) (24,915,056)
(i) The effective interest rate of fixed deposit is 3.35% (2019: 3.35%) per annum. The fixed deposit with the carrying amount
of RM392,730 (2019: RM380,000) has maturity period of 365 days (2019: 365 days). The fixed deposit is pledged by a
subsidiary to a licensed bank for bank guarantee facility granted to a third party.
(ii) This refers to investment in a short to medium-term fixed income fund of which the fund will be invested in money
market investments and short to medium-term fixed income instruments. The distribution income from this fund is tax
exempted and is being treated as interest income by the Group.
year/period - - - -
Issued during the financial year 1,061,027,506 - 26,525,688 -
Conversion during the financial year (974,613,700) - (24,365,343) -
At end of the financial year/period 86,413,806 - 2,160,345 -
On 12 March 2020, the Company has issued and allotted 1,061,027,506 new ICPS of RM26,525,688 at an issue price of RM0.025
per share. During the financial year, the ICPS of the Company decreased from RM26,525,688 to RM2,160,345 by way of the
conversion of:
(i) 970,343,700 ICPS for 970,343,700 new ordinary shares at a conversion ratio of 1 ICPS for 1 new ordinary share; and
(ii) 4,270,000 ICPS for 2,135,000 new ordinary shares at a conversion ratio of 2 ICPS for 1 new ordinary share.
The salient terms of the ICPS were as follows:
(a) Dividend
The Company has full discretion over the declaration of dividends. Dividends declared and payable annually in arrears
are non-cumulative and shall be paid in priority over the ordinary shares of the Company.
(b) Conversion
(i) Conversion period
The ICPS holders may convert the ICPS into new ordinary shares of the Company at any time during the tenure of 10
years commencing from and inclusive the date of issuance. Any outstanding unconverted ICPS at the end of the tenure shall be
mandatorily converted into new ordinary share of the Company at the conversion ratio of 2 ICPS for every 1 new ordinary share.
(ii) Conversion mode
The ICPS may be converted into new ordinary shares in the following manner:
- by surrendering for cancellation the ICPS with an aggregate issue price equivalent to the conversion price; or
- by surrendering for cancellation such number of ICPS with an aggregate par value below the conversion price,
subject to a minimum of 1 ICPS, and paying the difference between the aggregate issue price of ICPS surrendered and the
conversion price, in cash, for every 1 new ordinary share of the Company.
The conversion mode and conversion price will be subject to adjustment at the determination of the Board, in the event
of any alteration to the Company’s share capital, whether by way of rights issue, bonus issue, capitalisation issue, consolidation
of shares, subdivision of shares or reduction of capital.
21. ICPS (cont’d)
The salient terms of the ICPS were as follows: (cont’d)
(c) Redemption
The ICPS shall not be redeemable for cash.
(d) Ranking of the ICPS
The ICPS will rank pari passu in all respects with each other and will rank in priority to all other class of shares in the capital of the
Company except that such new ordinary shares shall not entitled to any dividends, rights, allotments and/or other distributions that
may be declared.
(e) Ranking of the new ordinary shares
The new ordinary shares to be issued pursuant to the conversion of the ICPS shall, upon allotment and issuance, rank pari passu in all
respects with the ordinary shares of the Company except that such new ordinary shares shall not entitle its holders to any dividends,
rights, allotments and/or other distributions on or prior to the relevant date of allotment of new ordinary shares arising from the
conversion of the ICPS.
(f) Rights
The ICPS holders shall be entitled to receive notice of meetings, report and accounts, and attend meetings of the Company
but shall not have the right to vote at any general meeting of the Company except on:
(i) reduction of the Company’s share capital;
(ii) Sale the whole of the Company’s property, business and undertaking;
(iii) proposals varying or affecting the rights and privileges attached to the ICPS; and
(iv) winding up of the Company.
(g) Transferability
The ICPS shall be transferable in the manner provided under the Securities Industry (Central Depositories) Act 1991 (“SICDA”) and the
Rules of Bursa Depository.
22 RESERVES
Group Company
2020 2019 2020 2019
Note RM RM RM RM
Non-distributable:
Capital reserve (a) 2,200,000 2,200,000 2,200,000 2,200,000
Distributable:
Accumulated losses (89,408,796) (36,856,069) (69,825,719) (32,997,258)
(84,256,163) (33,706,396) (64,649,946) (29,835,523)
Representing:
The effective interest rates of the finance lease payables ranging from 2.92% to 7.78% per annum.
24. LEASE LIABILITIES
Minimum lease payments:
Group 2020 RM
Group 2020 RM
26 OTHER PAYABLES
Group Company
2020 2019 2020 2019
Note RM RM RM RM
Other payables (i) 8,169,539 7,967,913 199,696 -
Deposits (ii) 400 5,006,000 - 180,976
Accruals (iii) 21,868,070 12,558,474 223,104 237,850
30,038,009 25,532,387 422,800 418,826
Group
2020 2019
RM RM
At beginning of the financial year/period 22,103,234 16,013,393
Collection during the financial year/period 249,920,296 315,526,164
Revenue recognised during the financial year/period (Note 4) (248,442,429) (309,436,323)
At end of the financial year/period 23,581,101 22,103,234
Group
2020 2019
RM RM
At beginning of the financial year/period 408,974 298,737
Collection during the financial year/period 230,472 246,412
Revenue recognised during the financial year/period (Note 4) (186,884) (136,175)
At end of the financial year/period 452,562 408,974
28. RELATED PARTY DISCLOSURES
(a) Identifying related parties
For the purposes of these financial statements, parties are considered to be related to the Group and to the Company if
the Group and the Company have the ability, directly or indirectly, to control or joint control the party or exercise significant
influence over the party in making financial and operating decisions, or vice versa, or where the Group and the Company and the
party are subject to common control or common significant influence. Related parties may be individuals or other entities.
The Group has a related party relationship with Directors’ related companies and key management personnel. The Company
has related party relationship with its subsidiaries. The Directors’ related companies refer to companies in which certain
Directors of the Group are also Directors of the related companies. The related party balances of the Group and of the Company are
disclosed in Notes 14, 17, 18 and 26.
(b) Related party transactions
Other than disclosed elsewhere in the financial statements, the significant related party transactions between the Group and
the Company and their related parties during the financial year/period are as follows:
Group Company
01.10.2019 01.07.2018 01.10.2019 01.07.2018
to to to to 30.09.2020
30.09.2019 30.09.2020 30.09.2019 RM RM
RM RM
- SIS - - 21,454,893 -
(c) Compensation of key management personnel
Key management personnel are defined as those persons having authority and responsibility for planning, directing and
controlling the activities of the Group and of the Company either directly or indirectly, including any Directors of the
Company and its subsidiaries.
The remunerations paid by the Group and the Company to key management personnel during the financial year/period
have been disclosed in Note 5(a).
2020 2019
Group RM RM
Postpaid users, distribution channels and others
Denominated in
USD AUD Total
RM RM RM
Group 2020
Other payables (578,518) - (578,518)
2019
Other payables
(438,326) - (438,326)
31. FINANCIAL INSTRUMENTS (cont’d)
Financial Risk Management Objectives and Policies (cont’d)
(b) Foreign currency risk (cont’d)
Exposure to foreign currency risk (cont’d)
Company 2020
Denominated in
USD AUD Total
RM RM RM
Cash and cash equivalents - 5,570,633 5,570,633
A 5% strengthening of the functional currency of the Group and of the Company against the foreign currency at
the end of the reporting period would have (increased)/decreased loss after tax and equity by the amount shown below:
2020 2019
Loss after Equity Loss after Equity
tax tax
RM RM RM RM
Group
Company
AUD/RM
211,684 211,684 - -
A 5% weakening of the functional currency of the Group and of the Company against the foreign currency at the end of
the reporting period would have equal but opposite effect on loss after tax and equity.
(c) Interest rate risk
Group Company
2020 2019 2020 2019
RM RM RM RM
Floating rate interest
Contract
Carrying Contractual On demand or
amount cash flows within 1 year
RM RM RM
Group
2020
Trade payables 18,687,302 18,687,302 18,687,302
2019
Trade payables
34,300,524 34,300,524 34,300,524
Other payables 25,532,387 25,532,387 25,532,387
Finance lease payables 3,992,594 4,479,672 1,337,634
63,825,505 64,312,583 61,170,545
32. FAIR VALUE INFORMATION
Financial instrument at fair value
The fair value measurement hierarchies used to measure financial instruments at fair value in the statements of financial pos
Note 12.
There were no material transfer between Level 1, Level 2 and Level 3 during the financial year/period.
Financial instrument other than those carried at fair value
Financial instruments that are not carried at fair value and whose carrying amounts are reasonable approximation of f
The carrying amounts of short-term receivables and payables and cash and cash equivalents approximate their fair values due
term nature of these financial instruments and insignificant impact of discounting.
33. CAPITAL MANAGEMENT
The Group’s objectives when managing capital is to ensure an adequate capital base when developing its future business and
ability to continue as a going concern.
The Group manages its capital structure and makes adjustments to it, in light of changes in economic and business c
or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or
The Group monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. Net debt includes le
lease payables less cash and cash equivalents whilst total capital is the equity attributable to the Owners of the Company.
There were no changes in the Group’s approach to capital management during the financial year/period. The net debt-to-equ
of the reporting period was as follows:
Group
2020 2019
RM RM
Finance lease payables (Note 23) - 3,992,594
Lease liabilities (Note 24) 13,232,603 -
Less: Cash and cash equivalents (Note 19) (182,275,121) (8,952,671)
Total net debts (169,042,518) (4,960,077)
Equity attributable to the Owners of the Company,
representing total capital 261,423,520 93,186,495 Debt-to-equity ratio (%)
* *
* Not meaningful
The Group is not subject to any externally imposed capital requirements.
34. COMPARATIVE FIGURES
(i) The comparatives relating to the statements of comprehensive income, statements of changes in equity, statements of
related notes are made up the financial period from 1 July 2018 to 30 September 2019 and therefore may not be c
current financial year ended 30 September 2020.
(ii) Certain comparative figures have been reclassified to conform with current year’s presentations:
As previously
reported As restated
RM RM
Group
30 September 2019
Statements of Comprehensive Income
Administrative expenses (76,393,621) (59,888,303)
Selling and distribution expenses (89,219,775) (93,353,960)
Other expenses - (12,371,133)
Non-current assets
Property, plant and equipment 49,335,811 49,684,674
Intangible assets 39,575,229 39,226,366
Current assets
Current liabilities
30 September 2019
Statements of Comprehensive Income
Administrative expenses (27,420,933) (1,217,738)
Other expenses - (26,203,195)
35. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR
Right issue of ICPS and Warrants B
On 12 March 2020, the right issue of ICPS with Warrants has been completed following the listing of and quotation
and 265,256,876 Warrants B on ACE Market of Bursa Malaysia Securities Berhad.
Private placement
The Company has completed the Private Placement following the listing and quotation of 207,719,000 and 120,000,0
being the first and final tranche of placement Shares for the Private Placement on 22 July 2020 and 23 July 2020 respec
Coronavirus (COVID-19) outbreak
The Coronavirus (COVID-19) outbreak was identified in Wuhan, China in December 2019. The World Health Organisation (“W
outbreak a Public Health Emergency of International Concern on 30 January 2020 and subsequently WHO declared the C
global pandemic on 11 March 2020.
Following the WHO’s declaration, Malaysia Government has on 16 March 2020 imposed the Movement Control Order (“MCO
March 2020 to restrain the spread of COVID-19 outbreak in Malaysia. Through the MCO, most businesses were force
temporarily for the time being, except those categorised as “Essential Services” such as Telecommunication industry.
Since commencement of MCO, the Group’s business operations were not badly affected as the Group managed to pro
telecommunication products (i.e. starter pack and recharge), services and mobile application services through online platform
36. EVENTS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
Bonus issue of Warrants
On 19 October 2020, Bursa Malaysia Securities Berhad approved the Company’s proposed bonus issue of up to 1,336,
(“Warrants C”) on the basis of three (3) Warrants C for every eight
(8) existing ordinary shares of the Company held on an entitlement date to be determined and announced later (“Previous Pr
Warrants”).
On 6 November 2020, to facilitate the Proposed Private Placement, the Company announced the proposed bonus issue of up
Warrants C on the basis of three (3) Warrants C for every eight
(8) existing ordinary shares of the Company held on an entitlement date to be determined and announced later (“Proposed B
Warrants”).
On 19 November 2020, Bursa Malaysia Securities Berhad has issued a letter granted its approval for the listed and quotation o
230,569,125 free Warrants C. The approval is subject to the conditions.
This proposal was approved by the shareholders of the Company at the Extraordinary General Meeting (“EGM”) on 10
yet to complete as at the date of this report.
On 4 January 2021, the Company has resolved to fix the exercise price of the Warrants C at RM0.10 per Warrant C (“Exercise
36. EVENTS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR (cont’d)
Private placement
On 11 November 2020, Bursa Malaysia Securities Berhad approved the listing and quotation of up to 614,851,000 Pl
issue price ranging from RM0.0950 to RM0.1119 pursuant to the Private Placement. Private placement has been com
listing and quotation of the last tranche of the Placement Shares on 15 December 2020.
Offer and grant of options under SIS
On 19 October 2020, the Company has offered 55,500,000 options to employees under SIS at an exercise price of RM
52,806,200 options have been converted subsequent to year end.
On 10 December 2020, the Company has offered 22,689,672 options to employees under SIS at an exercise price of R
Issuance of ordinary shares
Subsequent to year end, the Company had increased its issued share capital from RM343,519,338 to RM412,896,457
of:
(i) 8,008,600 new ordinary shares of RM0.05 each pursuant to conversion of 8,008,600 ICPS at a conversion ratio of
share;
(ii) 80,000 new ordinary shares at an issue price of RM0.06 per share pursuant to the exercise of Warrants B;
(iii) 71,016,200 new ordinary shares at an issue price of RM0.11, RM0.12 and RM0.13 per ordinary share pursuant to
share options that was granted under SIS; and
(iv) 614,851,000 new ordinary shares at an issue price ranging from RM0.095 to RM0.1119 pursuant to the private placemen
fund raising.
Acquisition of other investment
On 14 October 2020, a wholly-owned subsidiary of the Company, XOX (Hong Kong) Limited (“XOXHK”) acquired 117,848,500
Nexion Technologies Limited (“Nexion”) from Alpha Sense Investments Limited (“Alpha Sense”), a company which is wholl
Moo Teng, being the sole director of Alpha Sense and also the Chairman of Nexion, which representing 16.37% of the
up share capital of Nexion for a total purchase consideration of approximately RM23,183,138.
On 2 October 2020, XOXHK has acquired from the open market an aggregate of 32,362,900 ordinary shares in MACP
representing 9.16% of the total issued and paid up share capital of MACPIE for a total purchase consideration of approximate
On 21 October 2020, XOXHK has acquired from the open market an aggregate of 13,937,100 ordinary shares in MACPIE, repr
total issued and paid up share capital of MACPIE for a total purchase consideration of approximately RM6,866,682.
As at the date of reporting, the number of shares held by XOXHK in MACPIE is 46,300,000, representing 13.11% of the total is
capital of MACPIE. The aggregate cost of investment of XOX in MACPIE was RM22,716,325.
36. EVENTS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR (cont’d)
Coronavirus (COVID-19) outbreak
On 11 January 2021, Malaysia Government has announced MCO commencing from 13 January 2021 to 26 February 2021. The
expect significant impact to the business operations.
37. ANNOUNCED BUSINESS COLLABORATION
(i) On 29 January 2016, a wholly-owned subsidiary of the Company, XOX Media Sdn. Bhd. (“XOX Media”) has enter
Memorandum of Understanding (“MOU”) with Pantech Inc., (“Pantech”) to explore a business collaboration between
to embed Voopee as default application into Pantech mobile phones. XOX Media has served a notice of termination to Pan
2020.
(ii) On 14 April 2016, XOX Media has entered into a MOU with Leopard Mobile (“Leopard”) to explore a business collabora
parties in cross marketing and cross bundling programs where Leopard will promote and market Voopee through its vari
users and XOX Media will market the range of Leopard’s products through its channels and subscribers. XOX Media has serve
termination to Leopard on 30 November 2020.
(iii) On 18 August 2017, XOX Media has entered into a MOU with Multimedia Research Lab Sdn. Bhd. (“MRL”) to co
collaborate with the aim of enhancing the functions of Voopee mobile application by sharing and incorporating MRL
conferencing and server technology (“Technology collaboration”) to exploit the potential market that arises from XOX Medi
Inovasi Telematika Nusantara and Pengurus Besar Nahdlatul Ulama. To date, both parties are in the midst of finalising the
as the business plan in Indonesia has been halted due to unforeseeable circumstances.
(iv) On 26 February 2019, a wholly-owned subsidiary of the Company, XOX Mobile Sdn. Bhd. (“XOX Mobile”) has ent
10T Tech Limited (“10T Tech”) for the purpose of participating in a platform, to be called as the “eSIM Alliance”, which will ha
traffic through eSIM profile switching between its participants. To date, the parties are still discussing on the formation of the
agreement to govern the Alliance.
(v) On 8 August 2019, XOX Mobile has entered into a MOU with TOT Public Company Limited (“TOT”) for the purpo
virtual network operator (“MVNO”) partnership, cooperation and support between both parties in relation to the performanc
market in Thailand, connecting in technicality and testing the mobile telecommunication systems as well as other commercia
both parties are working on the project.
(vi) On 15 June 2020, XOX Media has entered into a Joint Venture Agreement (“JVA”) with DGB Networks Sdn. Bhd. (“DGB
owned subsidiary of DGB Asia Berhad (“DGB”) to form a 50/50 net profit sharing partnership for the media manage
platform that will result from the national deployment of DGB Networks’ next generation AI Vending Machines. On 2
Media has entered into a Supplemental Letter to the JVA with DGB Networks to solidify their JVA by forming a Special Propos
AI Vending Machines ecosystem.
37. ANNOUNCED BUSINESS COLLABORATION (cont’d)
(vii) On 16 July 2020, XOX Media has entered into a 40/60 profit sharing on financing Partnership Agreement with W
Sdn Bhd for the proposed collaboration to offer micro-financing facilities to XOX’s subscribers and general public to enhance t
and ultimately give impoverished people an opportunity to become self-sufficient. To date, there is no material development
agreement.
(viii) On 27 July 2020, XOX Media has entered into a Head of Agreement (“HOA”) with Jiangsu Sulian Asset Managem
Capital”) to form a non-circumvention and commercial agreement between both parties concerning the introduction of a
partner and collaborate with XOX in the regional deployment of 5G mobile networks. To date, there is no material d
to the HOA.
(ix) On 24 August 2020, a subsidiary of the Company, XOX Wallet Sdn. Bhd. (“XOX Wallet”) has entered into a Strategic Coll
with Alipay Labs (Singapore) Pte. Ltd. to collaborate in the blockchain-based solutions for a period of 3 years with a
of USD200,000. As at the financial year end, XOX Wallet has paid for first year subscription fee and one (1) month s
been recognised in Statements of Comprehensive Income.
(x) On 17 September 2020, the Company has entered into a Provisional Technology Partnership Agreement with Nexion to
and stable strategic partnership in order to ensure XOX and Nexion competitiveness and offerings to a more challenging
there is no material development pertaining to the agreement.
(xi) On 9 October 2020, XOX Media has entered into a MOU with GEM Pay Sdn. Bhd. (“GEM Pay”), a subsidiary of
(“NETX”), for the purpose to discuss, explore and enter into negotiations in respect of a business arrangement to re
of contactless payment terminals and/or cashless eWallet payment solutions from GEM Pay to be incorporated into s
machines. To date, both parties are working on the business arrangement.
(xii) On 13 November 2020, XOX Mobile has entered into a Master Service Agreement with MACPIE relating to the pr
by MACPIE to XOX Mobile for the organisation of the Company’s event known as “XOX Unity Player Unknown’s Battleground
fee to be agreed by MACPIE and XOX Mobile. To date, there is no material development pertaining to the agreement.
ANALYSIS OF SHAREH
A
SHARE CAPITAL
Total Number of Issued Share : 3,762,673,975 Issued and Paid-Up Capital : RM 393,705,534
: Ordinary Shares
Voting Rights : One vote for each ordinary share held
DISTRIBUTION OF SHAREHOLDINGS AS AT 11 JANUARY 2021
NO. OF NO. OF
SIZE OF SHAREHOLDINGS HOLDERS SHARES %
19 AMSEC NOMINEES (TEMPATAN) SDN BHD PLEDGED SECURITIES ACCOUNT FOR 8,000,000 0.21
JEGA DEVAN A/L M NADCHATIRAM
20 MAYBANK NOMINEES (TEMPATAN) SDN BHD PLEDGED SECURITIES ACCOUNT 8,000,000 0.21
FOR NG KOK HENG
21 KENANGA NOMINEES (TEMPATAN) SDN BHD TAN HOCK KIAN (KAIZHENG13) 7,100,000 0.19
ANALYSIS OF WARRANT H
A
WARRANTS B 2020/2023
Number of Outstanding Warrants : 231,832,876
DISTRIBUTION OF WARRANT HOLDINGS AS AT 11 JANUARY 2021
SIZE OF WARRANT HOLDINGS NO. OF NO. OF % HOLDERS
1 – 99 37 1,825 Negligible
100 – 1,000 154 83,616 0.04
1,001 – 10,000 812 5,324,810 2.29
10,001 – 100,000 1,605 64,975,975 28.03
100,001 to less than 5% of issued warrant 471 161,446,650 69.64
5% and above of issued warrant 0 0 0.00
TOTAL 3,079 231,832,876 100.00
DIRECTORS’ WARRANT HOLDINGS AS AT 11 JANUARY 2021
Direct Indirect
No. of Percentage No. of Percentage Warrant Held Held Warrant Held Held
1 Dato’ Seri Abdul Azim bin Mohd Zabidi - - - -
2 Roy Ho Yew Kee - - - -
3 Tan Sik Eek - - - -
4 Hew Tze Kok - - - -
5 Andy Liew Hock Sim - - - -
25 MAYBANK NOMINEES (TEMPATAN) SDN BHD FIRDAUS BIN AHMAD 1,000,000 0.43
No. of Percentage No. of Percentage ICPS Held Held ICPS Held Held
1 Dato’ Seri Abdul Azim bin Mohd Zabidi - - - -
2 Roy Ho Yew Kee - - - -
3 Tan Sik Eek - - - -
4 Hew Tze Kok - - - -
5 Andy Liew Hock Sim - - - -
18 AFFIN HWANG NOMINEES (TEMPATAN) SDN BHD PLEDGED SECURITIES 600,000 0.77
ACCOUNT FOR PHNG HOOI SIANG @ FONG HOOI SIANG
19 CIMSEC NOMINEES (TEMPATAN) SDN BHD CIMB FOR AHMAD BIN MUHAMED 600,000 0.77
(PB)
20 LING AH KENG 600,000 0.77
21 MAYBANK NOMINEES (TEMPATAN) SDN BHD YAP FOOK LIM 600,000 0.77
22 TAN BEE CHOO 520,000 0.66
23 KENANGA NOMINEES (TEMPATAN) SDN BHD RAKUTEN TRADE SDN BHD FOR 512,900 0.65
KHOO AH TIONG
24 MAYBANK NOMINEES (TEMPATAN) SDN BHD WONG KIM MOI 470,000 0.60
fully virtual basis and entirely via remote participation and voting from the Broadcast Venue at Lot 8.1, 8th Floor, Menara
Persiaran Tropicana, Tropicana Golf & Country Resort, 47410 Petaling Jaya, Selangor Darul Ehsan on Tuesday, 23 Feb
a.m. for the purpose of transacting the following businesses:
AGENDA Ple
1. To receive the Audited Financial Statements for the financial year ended 30 September
2020 together with the Directors’ and Auditors’ Reports thereon.
2. To approve the payment of Directors’ fees of up to RM800,000.00 to be divided amongst the
Directors in such manner as the Directors may determine and others benefits payable of up to
RM200,000.00 for the period commencing from 23 February 2021 until the conclusion of the
next Annual General Meeting of the Company.
3. To re-elect Mr Andy Liew Hock Sim who retires pursuant to Clause 125 of the Company’s
Constitution.
4. To re-elect Mr Tan Sik Eek who retire pursuant to Clause 115 of the Company’s Constitution.
5. To re-appoint Messrs Moore Stephens Associates PLT as Auditors of the Company and to
authorise the Directors to fix their remuneration.
SPECIAL BUSINESSES :
To consider and, if thought fit, to pass the following Resolution:
6. Authority to allot and issue shares in general pursuant to Sections 75 and 76 of the Companies
Act, 2016
“THAT pursuant to Sections 75 and 76 of the Companies Act, 2016 (“the Act”), Additional Temporary
Relief Measures to Listed Corporations for COVID-19, issued by Bursa Malaysia Securities
Berhad (“Bursa Securities”) on 16 April 2020 and subject to the approvals of the relevant
governmental/ regulatory authorities, the Directors be and are hereby empowered to issue
shares in the capital of the Company from time to time and upon such terms and conditions
and for such purposes as the Directors, may in their absolute discretion deem fit, provided that the
aggregate number of shares issued pursuant to this resolution does not exceed 20% of the issued
share capital of the Company for the time being (“20% General Mandate”) and that the Directors
be and are hereby also empowered to obtain approval from the Bursa Securities for the listing
and quotation of the additional shares so issued.
AND THAT such authority shall commence immediately upon the passing of this resolution and
continue to be in force until 31 December 2021, as empowered by Bursa Securities pursuant to its
letter dated 16 April 2020 to grant additional temporary relief measures to listed corporations,
notwithstanding Section 76(3) of the Act, duly varied and adopted by the Directors of the Company
pursuant to Section 76(4) of the Act.”
7. Proposed New Shareholders’ Mandate and Renewal of Existing Shareholders’ Mandate for Ordinary Resolutio
Recurrent Related Party Transactions of a Revenue or Trading Nature (“Proposed Shareholders’
Mandate”)
“THAT, subject to compliance with all applicable laws, regulations and guidelines, approval be and is
hereby given to the Company and/or its subsidiaries to enter into Recurrent Related Party
Transactions of a revenue or trading nature with related parties as set out in Section 2.4 of the
Circular to Shareholders dated 25 January 2021 for the purposes of Rule 10.09 of the ACE
Market Listing Requirements of Bursa Malaysia Securities Berhad (“Listing Requirements”),
subject to the following:
(i) the transactions are necessary for the day to day operations of the Company’s subsidiary in the
ordinary course of business, at arm’s length, on normal commercial terms and are on terms not
more favourable to the related party than those generally available to the public and not detrimental to
minority shareholders of the Company;
(ii) the mandate is subject to annual renewal. In this respect, any authority conferred by a
mandate shall only continue to be in force until:
(a) the conclusion of the next Annual General Meeting (“AGM”) of the Company, at which time
it will lapse, unless by a resolution passed at the meeting, the authority is renewed;
(b) the expiration of the period within which the next AGM after the date it is required to be
held pursuant to Section 340 (2) of the Companies Act, 2016 (“CA”) (but shall not extend to such
extension as may be allowed pursuant to Section 340 (4) of CA); or
(c) revoked or varied by resolution passed by the shareholders in a general meeting,
whichever is the earlier.
(iii) disclosure is made in the annual report of the Company of the breakdown of the aggregate value
of the Recurrent Related Party Transactions conducted pursuant to the mandate during the current
financial year, and in the annual reports for the subsequent financial years during which a
shareholder’s mandate is in force, where:
(a) the consideration, value of the assets, capital outlay or costs of the aggregated transactions
is equal to or exceeds RM1.0 million; or
(b) any one of the percentage ratios of such aggregated transactions is equal to or exceeds 1%,
whichever is the higher;
and amongst other, based on the following information:
(a) the type of the Recurrent Related Party Transactions made; and
(b) the names of the related parties involved in each type of the Recurrent Related Party
Transactions made and their relationships with XOX Group.
AND THAT the Directors of the Company be and are hereby authorised to complete and do all
such acts and things to give effect to the transactions contemplated and/or authorised by this
Ordinary Resolution.”
8. To transact any other business of the Company for which due notice shall have been given.
By order of the Board,
CHONG VOON WAH (SSM PC No. 202008001343) (MAICSA 7055003) THAI KIAN YAU (SSM PC No. 202008001515) (MIA 369
Company Secretaries
Kuala Lumpur
25 January 2021
Notes
1. A member entitled to attend and vote at the Meeting is entitled to appoint a maximum of two (2) proxies to attend and v
proxy may but need not be a member of the Company.
2. Where a member appoints more than one proxy to attend the same meeting, the appointment shall be invalid u
the proportion of his/her holdings to be represented by each proxy.
3. Where a member of the Company is an exempt authorised nominee defined under the Central Depositories Act which is
compliance with the provision of subsection 25A(1) of the Central Depositories Act which holds ordinary shares in the Com
beneficial owners in one Securities Account (“omnibus account”), there is no limit to the number of proxies which th
nominee may appoint in respect of each omnibus account it holds.
4. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly auth
if the appointer is a corporation, either under its Common Seal or signed by attorney so authorised.
5. The Form of Proxy must be deposited at the Registrar Office of the Company at No. 2-1, Jalan Sri Hartamas 8, Sri Hartam
Lumpur not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the p
instrument, proposes to vote or, in the case of a poll, not less than 24 hours before the time appointed for the taking of the p
6. For the purpose of determining members’ eligibility to attend this meeting, only members whose names appear
Depositors as at 16 February 2021 shall be entitled to attend this meeting or appoint proxy(ies) to attend and/or vote
7. Pursuant to Rule 8.31A of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad, the resoluti
be put to vote by way of poll.
8. The AGM will be conducted fully virtual from the Broadcast Venue, the members are advised to refer to the Administrati
registration and voting process for the said meeting.
EXPLANATORY NOTES
1. Audited Financial Statements for the Financial Year Ended 30 September 2020
The Agenda No. 1 is meant for discussion only as Section 340(1) (a) of the Companies Act, 2016 provide that the audited fin
to be laid in the general meeting and do not require a formal approval of the shareholders. Hence, this Agenda item is
voting.
2. Ordinary Resolution 1: To approve the payment of Directors’ Fees and Others benefits payable
The Directors’ benefits payable comprises of meeting attendance allowances and other claimable benefits.
In determining the estimated total amount of Directors’ benefits, the Board has considered various factors, among o
claimable benefits and estimated number of meetings for the Board and its Committees held for the period commencin
2021 until the conclusion of the next Annual General Meeting for the Company.
3. Ordinary Resolution 5 : Authority to allot and issue shares pursuant to Sections 75 and 76 of the Companies Act, 2016
The proposed Ordinary Resolution 5, if passed, is a general mandate to empower the Directors to issue and allot shares up t
exceeding 20% of the issued share capital of the Company for the time being for such purposes as the Directors consid
interest of the Company.
Bursa Malaysia Securities Berhad (“Bursa Securities”) has via their letter dated 16 April 2020 granted several additiona
measures to listed corporations, amongst others, an increase in general mandate limit for new issues of securities to not mor
number of issued shares of the Company for the time being (“20% General Mandate”). Pursuant to the 20% General M
Securities has also mandated that the 20% General Mandate may be utilised by a listed corporation to issue new se
December 2021 (“Extended Utilisation Period”) and thereafter, the 10% general mandate will be reinstated. Having cons
economic climate arising from the global COVID-19 pandemic and future financial needs of the Group, the Board would
approval for the 20% General Mandate, inclusive of the Extended Utilisation Period, pursuant to Section 76(4) of the Compan
shareholders at the forthcoming AGM of the Company.
The 20% General Mandate will provide flexibility to the Company for any possible fund raising activities, including bu
placing of shares, for the purpose of funding future investment project(s) workings capital and/or acquisitions.
The 20% General Mandate, unless revoked or varied by the Company in general meeting, will expire at the end of the Extende
by 31 December 2021.
As at the date of this Notice, 327,719,000 new ordinary shares in the Company were issued by way of private place
general mandate granted to the Directors at the Tenth (10th) Annual General Meeting held on 27 February 2020. Th
raised from the said private placement exercise was around RM19.66 million. The details and status of the utilisation of pr
said private placement exercise are as follows :
ADMINISTRATIVE GUIDE
Date Time Broadcast Venue
Tuesday, 23 February 2021 11.00 a.m. Lot 8.1, 8 Floor, Menara Lien Hoe No. 8 Persiaran
th
Participation and Voting Facilities (“RPV Facilities”) as the safety of our members, Directors, staff and other stakeholders w
is of paramount importance to us.
2. Having regard to the well-being and the safety of our members, we strongly encouraged our members to take
Facilities to participate and vote remotely at the AGM. With the RPV Facilities, you may exercise your right as a membe
participate (including to pose questions to the Board of Directors (“Board”) and/or management of the Company) and vote a
Alternatively, you may also appoint the Chairman of the meeting as your proxy to attend and vote on your behalf at the AGM
Facilities are set out below.
Registration
3. The AGM will be held virtually. The registration is mandatory for the event. Please click the following link to register: http
AGM.
4. All the Shareholders are required to register in order to participate to the AGM. The registration will be open from 9.00 a
and close at 11.00 a.m. on 22 February 2021.
Upon submission of your registration, you will receive an email to notify you that your registration has been received and is p
5. After verification of your registration against the General Meeting Record of Depositors of the Company, the syst
email to notify you if your registration is approved or rejected after 16 February 2021.
6. Should your registration be rejected, you can contact the Company’s Share Registrar or the Company for clarifica
7. The event is powered by Cisco Webex. You are recommended to download and install Cisco Webex Meetings (a
Android and iOS). Please follow the tutorial guide posted on https:// rebrand.ly/XOX-AGM.
General Meeting Records of Depositors
8. For the purpose of determining members’ eligibility to attend this meeting, only members whose names appear
Depositors of the Company as at 16 February 2021 shall be entitled to attend this meeting or appoint proxy(ies) to attend and
behalf.
Individual Members
9. Individual members are strongly encouraged to take advantage of RPV Facilities to participate and vote remotely
refer to the details as set out under RPV Facilities for information.
10. If an individual member is unable to attend the AGM, he/she is encouraged to appoint the Chairman of the meeting as h
indicate the voting instructions in the Form of Proxy in accordance with the notes and instructions printed therein.
Corporate Members
11. Corporate members (through Corporate Representatives or appointed proxies) are also strongly advised to particip
remotely at the AGM using the RPV Facilities. Corporate members who wish to participate and vote remotely at the AG
Company’s Share Registrar with the details set out below for assistance and will be required to provide the following docume
later than 22 February 2021 at 11.00 a.m.:
(i) Certificate of appointment of its Corporate Representative or Form of Proxy under the seal of the corporation;
(ii) Copy of the Corporate Representative’s or proxy’s MyKad (front and back)/Passport; and
(iii) Corporate Representative’s or proxy’s email address and mobile phone number.
Upon receipt of such documents, the Company’s Share Registrar or the Company will respond to your remote partici
12. If a Corporate member (through Corporate Representative(s) or appointed proxy(ies)) is unable to attend the AGM
appoint the Chairman of the meeting as its proxy and indicate the voting instructions in the Form of Proxy in accordanc
instructions printed therein.
Nominee Company Members
13. The beneficiaries of the shares under a Nominee Company’s CDS account (“Nominee Company member(s)”) are also str
participate and vote remotely at the AGM using RPV Facilities. Nominee Company members who wish to participate
the AGM can request its Nominee Company to appoint him/her as a proxy to participate and vote remotely at the AGM. N
contact the Company’s Share Registrar with the details set out below for assistance and will be required to provide the follow
Company no later than 22 February 2021 at 11.00 a.m.:
(i) Form of Proxy under the seal of the Nominee Company;
(ii) Copy of the proxy’s MyKad (front and back)/Passport; and
(iii) Proxy’s email address and mobile phone number.
Upon receipt of such documents, the Company’s Share Registrar or the Company will respond to your remote partici
14. If a Nominee Company member is unable to attend the AGM, it is encouraged to request its Nominee Company
Chairman of the meeting as its proxy and indicate the voting instructions in the Form of Proxy in accordance with the n
printed therein.
Proxy
15. If a member is unable to attend the AGM, he/she may appoint a proxy or the Chairman of the meeting as his/her proxy
voting instructions in the Form of Proxy in accordance with the notes and instructions printed therein.
16. If an individual member has submitted his/her Form of Proxy prior to the AGM and subsequently decides to pers
the AGM via RPV Facilities, the individual member must contact the Company’s Share Registrar or the Company, whose conta
No. 20 below, to revoke the appointment of his/her proxy no later than 22 February 2021 at 11.00 a.m.
Poll Voting
17. The voting at the AGM will be conducted by way of poll in accordance with Rule 8.31A of the ACE Market Listing Require
Malaysia Securities Berhad. The Company has appointed Shareworks Sdn Bhd as the Poll Administrator to conduct th
electronic voting and Sharepolls Sdn Bhd as the Scrutineers to verify the poll results. Upon completion of the voting sessio
AGM, the Scrutineers will verify and announce the poll results followed by the Chairman’s declaration whether the re
passed.
RPV Facilities
18. Please refer to the following information on RPV Facilities for live streaming and remote voting at the AGM:
Procedures Action
Before AGM
1 Register as participant • Using your computer, access the website at https://rebrand.ly/XOX-AGM Click on the Register
in Virtual AGM button to register for the AGM session.
• Upon submission of your registration, you will receive an email notifying you that your
registration has been received and is pending verification.
• The event is powered by Cisco Webex. You are recommended to download and install Cisco
Webex Meetings (available for PC, Mac, Android and iOS). Refer to the tutorial guide posted on
the same page for assistance.
2 Submit your online • All the Shareholders are required to register prior to the meeting. The registration will be open
registration from 9.00 a.m. on 25 January 2021 and the registration will close at 11.00 a.m. on 22 February
2021.
• Clicking on the link will redirect you to the AGM event page. Click on the Register button for the
online registration form.
• Complete your particulars in the registration page. Your name MUST match your CDS account
name (not applicable for proxy).
• Insert your CDS account number and indicate the number of shares you hold.
• Read and agree to the Terms & Conditions and confirm the Declarations.
• Please ensure all information given is accurate before you click Submit to register your remote
participation. Failure to do so will result in your registration being rejected.
• System will send an email to notify that your registration for remote participation is received
and will be verified.
• After verification of your registration against the General Meeting Record of Depositors of
the Company as at 16 February 2021, the system will send you an email to notify you if your
registration is approved or rejected after 16 February 2021.
• If your registration is rejected, you can contact the Company’s Share Registrar or the Company
for clarifications or to appeal.
On the day of AGM
3 Attending Virtual AGM • Two reminder emails will be sent to your inbox. First is one day before the AGM day, while the
2nd will be sent 1 hour before the AGM session.
• Click Join Event in the reminder email to participate the RPV.
4 Participate with live • You will be given a short brief about the system.
video
• Your microphone is muted throughout the whole session.
• If you have any questions for the Chairman/Board, you may use the Q&A panel to send your
questions. The Chairman/Board will try to respond to relevant questions if time permits.
All relevant questions will be collected throughout the session and replied later through
your registered email.
or failing him/her, the CHAIRMAN OF THE MEETING as my/our proxy to vote for me/us on my/our behalf at the Eleventh (11 ) Annual Gene
th
Company to be held on a fully virtual basis and entirely via remote participation and voting from the Broadcast Venue at Lot 8.1,
Hoe, No. 8, Persiaran Tropicana, Tropicana Golf & Country Resort, 47410 Petaling Jaya, Selangor Darul Ehsan on Tuesday, 23 Febru
or at any adjournment thereof.
5 To approve the authority to issue shares pursuant to Sections 75 and 76 Ordinary Resolution 5
of the Companies Act, 2016.
6 To approve the Proposed New Shareholders’ Mandate and Renewal of Ordinary Resolution 6
Existing Shareholders’ Mandate for Recurrent Related Party Transactions of a
Revenue or Trading Nature.
(Please indicate with a “X” in the space provided on how you wish your vote to be cast. If no specific direction as to voting is given, the proxy
his/her discretion)
Signed this Signature*
Member
NOTES:
1. A member entitled to attend and vote at the Meeting is entitled to appoint a maximum of two (2) proxies to attend and vote in his/her stead. A proxy may but need not be a
2. Where a member appoints more than one proxy to attend the same meeting, the appointment shall be invalid unless he/she specifies the proportion of his/her holdings to b
3. Where a member of the Company is an exempt authorised nominee defined under the Central Depositories Act which is exempted from compliance with the provision of s
Depositories Act which holds ordinary shares in the Company for multiple beneficial owners in one Securities Account (“omnibus account”), there is no limit to the number
authorised nominee may appoint in respect of each omnibus account it holds.
4. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorized in writing or, if the appointer is a corporation, either un
attorney so authorised.
5. The Form of Proxy must be deposited at the Registrar Office of the Company at No. 2-1, Jalan Sri Hartamas 8, Sri Hartamas, 50480 Kuala Lumpur not less than 48 hours befor
the meeting or adjourned meeting at which the person named in the instrument, proposes to vote or, in the case of a poll, not less than 24 hours before the time appointed for the
6. For the purpose of determining members’ eligibility to attend this meeting, only members whose names appear in the Record of Depositors as at 16 February 20
meeting or appoint proxy(ies) to attend and/or vote on his/her behalf.
7. Pursuant to Rule 8.31A of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad, the resolution set out above will be put to vote by way of
8. The AGM will be conducted fully virtual from the Broadcast Venue, the members are advised to refer to the Administrative Guide on the registration and
voting process for the said meeting.
Affix Stamp
THE SHARE REGISTRAR OF
XOX BHD Company No. 201001016682 (900384-X)
SHAREWORKS SDN. BHD.
No.2-1, Jalan Sri Hartamas 8, Sri Hartamas 50480 Kuala Lumpur, Malaysia
2
3
7
1
2
9
ANY
PANY
PANY
CTS
VE &
RSMessrs Moore Stephens Associates PLTUnit 3.3A, 3rd Floor Surian TowerNo. 1, Jalan PJU 7/3 Mutiara Damansara 47810 Petaling Jaya Selang
RECTORS
d with a Masters of Arts
ellow of The Chartered
Bank, a position he
an financial industry,
ctors (Cont’d)
utive Director. On 17
helor of Economics and
o private equity
eeking growth funding
ablished North America
rading desk in
d derivatives.
cutive Director
Alliance Group Berhad,
r of the Company, no
e (5) years other than
Executive Director. Mr
eration Committee of
er of Audit Committee
GEMENT
SIM CHIN YEE
AZRIL
BIN ALIUDDIN
niversity Sains Malaysia, Penang in 1987.
on 30 June 2010. On 9 December 2013, he
Executive Officer. On 17 August 2018, he
ition on 27 February 2020.
was in charge of sales and marketing. In 1992,
le for the marketing, sales and business
he Managing Director and was responsible for
ed with key players in various South East
Smart Communications Inc. He leads highly
nications providers. Mr Ng also sits on the
ment (Cont’d)
nformation
tion of the business
ect management,
neer team in the
umental in driving the
y moving forward.
project management
a’s Multimedia Super
a and implementation of
. He joined the
Vice President, Channel
siness Development
IT industries.
X Sdn Bhd as a
and revenue of the
12 Months
FY 2016 RM
0,055
50,724)
84,581)
3,227)
75,836)
1,468
- (33,706,396)
,028,655
643,549
,672,204
2,672
72,646
12,797,522
07,432
90,090
12,797,522
14.02
(2.66)
er.
UCTURE
Provider of mobile telecommunication products
and services
Provider of telecommunication products and
related services
Provision of management services
Provision of telecommunication and mobile
application services
Intended engaged in telecommunication
products and services, mobile application
services and eWallet services
MENT
nscious decision to impair various
s. As a result of this, loss attributable to the
eriod under review of RM251.44 million.
NTHS FY 2019 RM
311,361,314
(21,344,657)
(6,565,775)
(21,177,600)
93,186,495
8,952,671
181,934,426
(1.98)
8.53
of Fintech activities.
ttributable to shareholders amounted to
d ended 30 September 2019.
ee Detachable Warrants B
7,506 ICPS and 265,256,876 Warrant B,
nd cater for more subscribers as well as the
on
ying with all applicable environmental laws,
ment and has taken active steps to reduce our
nts.
ors are clearly defined and adequately
tors, management and major shareholders of
ally interfere with the exercise of their
nt Directors;
7-9 Years
√
Meetings Attended
6/6
6/6
6/6
6/6
3/3
3/3
3/3
2/2
meetings held during the financial year ended
ended
alahuddin Uno, former
onomic Forum
nd Property
d Companies
relevant new law and regulations and essential practices for effective corporate governance and risk management to enable the Directors to disch
man
and made an appropriate recommendation to
ors;
roup
Salaries and other
emoluments
^ (RM)
23,300
111,748
215,333
22,400
6,000
1,235,683
16,400
12,400
1,643,264
nt executives, however, given the confidential
resource environment for personnel with the
e may be detrimental to the business
hat the interest of the shareholders will not
not directors of the Company.
ry, bonus and benefits-in-kinds are
ation has been consistently applied and is
tion of the top five (5) senior management
of the total employees’ remuneration of
man
arent procedure to assist the Board in fulfilling its fiduciary responsibilities relating to corporate accounting, financial reporting practices, a syst
in finance and accounting, and have carried
and experience of the individual Audit
port. During the financial year ended 30
rogrammes to keep themselves abreast of the
es to enable them to discharge their duties
nner; and
ndance
y the Audit Committee during the financial
SIS”) COMMITTEE
e are as follows:
Outstanding
7,198,800
90,870,300
98,069,100
anding options in respect of the financial year
Balance as at
30.09.2020
---
---
---
---
---
7,198,800
---
---
LOSURE
rom the following corporate proposals are as
12 March 2020) :
rs by the Company and the Group respectively
Group
RM
362,223
10,000
1,525
55,000
hd is a Major
holder of M3Tech
direct and
ct shareholdings
5%.
Kok Heng is the
endent Non-
tive
or of M3Tech. He
the Chief
tive Officer of
liance is a Major
holder of XOX
shareholding of
.
y Ho Yew Kee is
anaging Director
hareholder of
liance with a
holding of 1.24%.
also an Executive
or of XOX.
50
55
55
56
61
62
63
68
73
e Company for the financial year ended 30
37,084,064
-
37,084,064
in the financial statements.
3,287,500
15,422,600
67,566,600
11,792,400
98,069,100
arrants B
ounceable rights issue of ICPS with Warrants B
rdinary shares of the Company.
0.06 per Warrant B. As at 30 September
DIRECTORS OF THE COMPANY
t are:- Dato’ Seri Abdul Azim Bin Mohd Zabidi *
Tan Sik Eek *
Roy Ho Yew Kee * Hew Tze Kok
(Appointed on 1 March 2020)
(Resigned on 27 February 2020)
(Resigned on 27 February 2020)
(Resigned on 27 February 2020)
atements of the Group for the financial year.
TORS OF THE SUBSIDIARIES OF THE COMPANY
ding Directors who are also Directors of the
ear to the date of this report are as follows:
Imam Pituduh Kong Choo Hui Loh Boon Teong
Muhammad Said Aqil Rohmat Faisol
atuk Chai Woon Chet Tommy Kurniawan Yaury
(Appointed on 15 June 2020)
(Appointed on 28 July 2020)
DIRECTORS’ INTERESTS
financial year in shares of the Company and its
tions during the financial year were as follows:
Number of ordinary shares
At
Bought Sold 30.09.2020
Unit Unit Unit
451,380
Company or its related corporations during the
nancial year.
nts.
office.
January 2021.
AN SIK EEK
e opinion of the Directors, the
with Malaysian Financial Reporting
2016 in Malaysia, so as to give a true and
of their financial performance and cash flows
RATION
NIES ACT 2016
Company, do solemnly and sincerely declare
belief, correct and I make this solemn
tutory Declarations Act, 1960.
ncial position as at 30 September 2020 and
cash flows of the Group and of the
f significant accounting policies, as set out on
t of investment
t amounts due from subsidiaries to
ng the year is RM11,855,718.
ognition of these assets involving judgement
ch is based on a number of factors, including
RM
-
-
-
17,403,255
(1,217,738)
-
(26,203,195)
(10,017,678)
-
(10,017,678)
-
(10,017,678)
(10,017,678)
(10,017,678)
-
(10,017,678)
(10,017,678)
-
(10,017,678)
statements.
Company
20 2019
RM RM
-
-
,329
14
-
-
-
-
-
1
,465
530
-
)
-
97,057,368
- Lease liabilities
15 170,009 98,184
-
6
- Finance lease payables
24 4,472,938 -
- - -
826
ents
Share Issuance
4,637,310 - 4,637,310
500 - 500
- - -
- - -
- 2,124,000 2,124,000
Share Issuance
Foreign Scheme Non-
Share Issuance
Foreign Scheme Non-
- 26,525,688 - 26,525,688
- 19,663,140 - 19,663,140
- 24,258,592 - 24,258,592
- 2,000,640 - 2,000,640
- 127,153,480 - 127,153,480
- 21,454,893 - 21,454,893
255,603 - - -
4,637,310
500
-
-
4,637,810
97,057,368
(32,997,258) 97,057,368
(37,084,064) (37,084,064)
- 26,525,688
- 19,663,140
- 24,258,592
- 2,000,640
- 127,153,480
- 2,527,850 2,014,038 255,603 221,056,433
0,000 2,527,850 2,975,773 (69,825,719) 281,029,737
atements.
020 30.09.2019
RM
4) (10,017,678)
- -
- -
- -
) -
) 1,281,968
- -
- -
-
-
-
-
24,915,056
-
-
(66,943)
-
(17,336,177)
-
-
-
-
6,171
-
-
)
Company
01.07.2018
to
30.09.2019
RM
679) (1,217,603)
- -
- -
516,276 (525,589)
- -
3,974 108,309
- -
(417,280)
(1,634,883)
66,943
-
(19,040)
18,065
15)
(5,362) -
- -
- -
-
2 -
-
09.2019
- Increase in fixed
-
(5,949,805)
(1,311,995)
(2,880,910)
3,085,195
5
- Short-term fund
Group 01.10.2019
to 30.09.2020
RM
973
814
59 7,497,846
Company
Amounts due
from
subsidiaries
RM
(1,360,465)
-
(1,360,465)
-
(77,162,215)
(77,162,215)
-
17,000,000
-
11,855,718
(49,666,962)
Company
Amounts due
from
subsidiaries
RM
(96,485,716)
-
(5,949,805)
(5,949,805)
76,160,000
-
24,915,056
(1,360,465)
ments.
n the Ace Market of the
ur.
siaran Tropicana, Tropicana
Malaysian Financial
e Companies Act 2016 in
aration of the financial
ID-19-Related Rent
l statements of the
tains a Lease, IC
of Transactions Involving
ntation and disclosure of
accounting for finance
r characteristics.
or the financial year
be reported under MFRS
Restated
under
MFRS 16
RM
57,189,647
(37,365,877)
2,293,651
-
74,621)
d as at 30 September
as follow:
scounting at the
been issued as at the
mpany:
ts to MFRS 137
FRS 128 or
ompany’s functional
financial statements.
amounts of assets,
essed on an on-going basis
elieved to be reasonable
made by management, and
e cash-generating unit to
ture cash flows from the
e of those cash flows.
e following in assessing
nvestee:
he other vote holders;
deficit balance.
ver the subsidiaries are
trolling interests are
ognised directly in equity
propriate classification
nt conditions as at
mpairment losses. On
included in the profit or
to Owners of the
thin equity in the
ny. Non-controlling interest
after and is subsequently
group transactions
s.
vestment to the extent of
s, but only to the extent
es.
bligation in the contract
pects to be entitled in
rebates and discounts.
asset is transferred when
atisfied, which may be at a
of the following over time
rms.
ated or enhanced.
orceable right to payment
up has received
ervices to the customer, a
when the Group performs
registration or top-up of
commissions have been
when the Group expects
p. Employee services
er the vesting periods of
or production of a
t of the cost of the asset
pitalisation of borrowing
qualifying asset.
rtain remeasurements of
ed and accounts for any
ommencement date,
ment of the lease liability
lue guarantee, and exercise
ght-line basis as an
sets are those assets
rangement at the
or the arrangement
y shareholders of the
the weighted average
hares, which comprise
ed impairment losses.
component of an item of
ws:
djusted as appropriate.
o longer in use and no
ccumulated impairment
he specific intangible
gible assets from the date
mpairment assessment
ognition of a receivable
tract is discharged or
nt of the financial
-cash assets transferred
risk.
9. The simplified approach
cted credit losses on
experience, adjusted for
nt as well as the forecast
gement purposes as
omer profiles.
nt has increased
tion, loss allowance is
asset has increased
er reasonable and
oth quantitative and
informed credit
nancial instruments
e is measured at an amount
he Company after
e Company’s discretion.
of:
nd separately disclosed, if
cial statements.
ue of the Group.
ith the quantitative
ty to generate economic
nt that would use the asset
1,788,816
309,572,498
311,361,314
n services revenue
Telecommunication
lly or
xt 28 months (2019: 28
Group
2019
RM
545,149
(136,175)
8,974
thin the next 12 months
ompany
1.10.2019 01.07.2018
0.09.2020 30.09.2019
RM
RM
3,000
-
,000 Amortisation of
related rent concession
-
06 Employee benefits
- (Gain)/loss on
-
-
-
-
-
-
24,915,056
-
(66,943)
-
-
-
-
-
6,171
-
1,281,968
-
(17,336,177)
-
-
10.2019 01.07.2018
to
30.09.2019
RM
18,768,069
2,175,639
202,088
-
21,145,796
employment as
ears.
e number shall be in
- (169,000) 3,287,500
(14,251,600) (16,243,800) 15,422,600
(503,515,700) - 67,566,600
(125,125,900) - 11,792,400
(642,893,200) (16,412,800) 98,069,100
At
- (1,580,700) 3,456,500
- (2,353,300) 45,918,000
- (3,934,000) 49,374,500
Exercise period
21.04.2016 - 13.03.2021
09.01.2018 - 13.03.2021
21.08.2020 - 13.03.2021
18.09.2020 - 13.03.2021
r/period is based on the
ing model, taking into
fair value of share options
2019
RM
0.0803
0.133
0.130
87.00
5 years
3.733
Nil
0.0149
0.108
0.100
55.00
3 years
3.45
Nil
-
-
-
-
-
-
-
as follows: (cont’d)
2019
RM
-
-
-
-
-
-
agement’s best estimate
he market conditions
e historical share price
ess occurrences which is
tive of future trends, it may
the measurement of fair
2019
Unit
23,232,400
-
-
-
23,232,400
- -
- -
- -
-
ated assessable profit for
urisdictions which are
- -
- -
Restated
2019
RM
29,535,545
12,007,850
41,543,395
ibutable to Owners of
eriod.
00)
993,094,175
73,877,462
he financial year/period
sue during the financial
Total
RM RM RM RM
4,350,481 - - 91,960,660
- 7,853,836 - 7,853,836
2,887,242 - - 42,275,986
- - - (4,516,225)
(760,123) - - (765,548)
- - - (5,228)
2,848,722 2,510,112 814,431 50,222,509
Leased
signboard
Total
RM RM
- -
- 2,863,255
- (23,671)
- 2,839,584
531,389 7,462,873 1,851,246 52,882,779
Furniture
and Motor
fittings vehicles
Renovation Total
RM RM RM RM
681,389 2,186,034 4,350,481 84,621,187
- 2,755,891 - 8,821,886
- - - -
- (4,582) - (1,357,025)
- - - (125,388)
681,389 4,937,343 4,350,481 91,960,660
- - - 100,000
- - - (100,000)
- - - -
6
50 Acquisition of new
es and telecommunications
282,894 and RM3,114,233
Group 2020 RM
2,783,518
450,422
7,462,873
1,851,246
Group 2020 RM
4,080,618
1,649,973
5,730,591
amount of its
nesia has been halted due
was deemed at zero. An
the statements of
mmunication
Total RM
45,693,111
10,606,803
-
(4,710,813)
51,589,101
5,566,745
3,842,595
(840,458)
8,568,882
900,000
4,997,786
5,897,786
37,122,433
Total
RM
32,370,084
13,323,027
-
45,693,111
2,764,533
2,802,212
5,566,745
-
900,000
900,000
39,226,366
telecommunication
.e. COVID-19) which
019: RM Nil) was recognised
d 30 September 2020
any
2019
RM
-
329
erest
2019
%
100
100
100
0
nformation technology
st Incorporation
0
plication services and
nted to RM76,160,000 by
the subsidiaries by the
estment in subsidiaries
o RM24,897,259 was
ear ended 30 September
om financial budget
h was measured based on
Total
2,312,034
(322,073)
have NCI as at the end of each reporting period are as
2020
RM
12,838
847,987
-
(3,075,718)
(2,214,893)
01.09.2020 to
30.09.2020*
RM
5,010
(2,228,110)
2,724,182
-
2,724,182
(1,281,968)
-
1,442,214
2019
RM
2,859
(2,859) At end of the
viding mobile
RM
-
RM
1,000
-
1,000
595,371
-
-
596,371
n subsidiary by the
D TAX (ASSETS)/LIABILITIES
Group
2019
RM
51,502
46,682
98,184
-
98,184
98,184
Group
2019
RM
7,106,524
(7,008,340)
98,184
taxable
mporary
Total
RM
7,106,524
(367,726)
6,738,798
4,001
2,523
,524
tal RM RM
)
2)
)
499)
41)
)
ecognised in the financial
Group
Restated
2019
RM
2,544,658
16,656,355
-
19,201,013
owances carried forward
2019
RM
andphones
9
RM
4,042
,211) Trade receivables,
Group
2019
RM
2,260,898
9,832,694
(26,572)
(724,809)
11,342,211
ny
2019
RM
,521 Less: Allowance for
mand.
RM
-
-
204,285
204,285
e invested in money
rom this fund is tax
Amount
2019
RM
4,637,310
-
500
-
126,892,891
892,891 to RM343,519,338
S at a conversion ratio of 1
at a conversion of 2 ICPS
1 to RM126,892,391 by
hare for the purpose of
Warrants A”) were
s increased from
with the existing ordinary
mount
2019
RM
-
-
-
-
an issue price of RM0.025
160,345 by way of the
conversion price; or
the conversion price,
urrendered and the
Company
2019
RM
2,200,000
-
-
-
961,735
(32,997,258)
(29,835,523)
ursuant to the
(1) free Warrants B for
s RM0.0109.
have been fixed at
ncluding the date of
turity will lapse and cease
nd employees of the
er the vesting period
cise of the share options.
Group
2019
RM
1,337,634
1,550,728
1,591,310
4,479,672
(487,078)
3,992,594
1,103,770
1,433,312
1,455,512
3,992,594
1,103,770
2,888,824
3,992,594
Group 2020 RM
5,820,424
4,878,601
5,243,944
144,159
16,087,128
(2,854,525)
13,232,603
4,472,938
4,033,933
4,589,352
136,380
13,232,603
Group 2020 RM
938
665
Company
2019
RM
-
180,976
237,850
418,826
d enhancement of
Group
2019
RM
16,013,393
315,526,164
(309,436,323)
22,103,234
Group
2019
RM
298,737
246,412
(136,175)
408,974
and to the Company if
arty or exercise significant
d the Company and the
or other entities.
t personnel. The Company
nies in which certain
up and of the Company are
Company
01.10.2019 01.07.2018
to 30.09.2020
RM
RM RM
-
-
-
-
-
-
(5,949,805)
ot recognised as payable is
40
bile communication
o the abovementioned
is represented by the
an ongoing basis.
owing by 5 (2019: 5)
20 2019
M RM
15,821,907
5,363,901
4,431,245
4,485,315
1,744,937
6,033,227
102,498
24,778
1,226,234
23,412,135
(11,342,211)
27,891,831
that are in significant
ue. These receivables are
he maximum exposure to
anks and financial
he ability of the
g internal information
(578,518)
5,570,633
4,992,115
(438,326)
minated in
AUD Total
RM RM
0,633
the foreign currency at
he amount shown below:
2019
Equity
RM
(16,656)
-
-
eign currency at the end of
-
e changes in floating rate
oss of the Group and of the
l obligations associated with financial liabilities. The Group’s and the Company’s exposure to liquidity risk arises
ompany’s objective is to maintain a balance between continuity of funding and flexibility through use of stand-by
rofile, operating cash flows and the availability of funding so as to ensure that refinancing, repayment and funding
ble banking facilities at a reasonable level to their overall debt position to meet their working capital requirement.
d.
date based on contractual undiscounted repayment of obligations:
18,687,302 - - -
30,038,009 - - -
5,820,424 4,878,601 5,243,944 144,159
54,545,735 4,878,601 5,243,944 144,159
34,300,524 - - -
25,532,387 - - -
1,337,634 1,550,728 1,591,310 -
61,170,545 1,550,728 1,591,310 -
the statements of financial position are disclosed in
/period.
4
-
7)
ebt-to-equity ratio (%)
anges in equity, statements of cash flows and the
and therefore may not be comparable with the
tations:
As restated
RM
(59,888,303)
(93,353,960)
(12,371,133)
49,684,674
39,226,366
-
8,952,671
25,532,387
22,512,208
(7,330,110)
9,076,208
6,200,077
65,467
(5,514,736)
(13,323,027)
(1,217,738)
(26,203,195)
e of Warrants B;
per ordinary share pursuant to the exercise of the
IS OF SHAREHOLDINGS
AS AT 11 JANUARY 2021
: RM 393,705,534.57 Class of Shares
Negligible
0.03
1.83
21.06
65.17
11.91
100.00
Indirect
No. of Percentage
Shares Held Held
- -
Indirect
e No. of Percentage
Held
-
-
-
-
-
ACCOUNTS HOLDERS
Percentage
11.91
4.33
1.09
1.03
0.53
0.42
0.41
0.39
0.37
0.36
0.32
0.31
0.26
0.26
0.25
0.25
0.24
0.24
0.21
0.21
0.19
0.17
0.16
0.15
0.15
0.15
0.15
0.15
0.13
0.13
24.93
F WARRANT HOLDINGS
AS AT 11 JANUARY 2021
% HOLDERS WARRANTS
Negligible
0.04
2.29
28.03
69.64
0.00
6 100.00
HOLDERS
Percentage
1.77
1.66
1.29
1.27
1.13
1.06
0.79
0.73
0.73
0.60
0.58
0.54
0.54
0.52
0.52
0.47
0.47
0.47
0.43
0.43
0.43
0.43
0.43
0.43
0.43
0.43
0.43
0.43
0.42
0.37
20.25
BLE PREFERENCE
ICPS”) HOLDINGS
AS AT 11 JANUARY 2021
% HOLDERS ICPS
0 0.00
0.02
1.03
16.86
57.35
24.74
6 100.00
DERS
Percentage
19.64
5.10
3.86
3.83
3.83
2.55
2.04
1.75
1.53
1.35
1.28
1.02
1.02
1.02
0.98
0.89
0.89
0.77
0.77
0.77
0.77
0.66
0.65
0.60
0.57
0.55
0.54
0.54
0.54
0.52
60.82
G
X Bhd (“XOX” or “the Company”) will be held on a
t Lot 8.1, 8th Floor, Menara Lien Hoe, No. 8,
ul Ehsan on Tuesday, 23 February 2021 at 11.00
Please refer to Explanatory
Note 1
Ordinary Resolution 1
Ordinary Resolution 2
Ordinary Resolution 3
Ordinary Resolution 4
Ordinary Resolution 5
Ordinary Resolution 6
n.
-
16,617,144
by way of private placement pursuant to the general
20 (“20% General Mandate”). The total proceeds
status of the utilisation of proceeds raised from
6,140,845
44,043,349
rty Transactions of a Revenue or Trading Nature
sidiaries to enter into recurrent related party
of the Company and/or its subsidiaries, subject to the
bsidiaries and on normal commercial terms which are
any. This authority, unless revoked or varied by the
mpany.
es Berhad)
cluding the above Directors who are standing for re-
NG
No. 8 Persiaran
y Resort 47410
asures to curb the spread of COVID-19 pandemic, the
and online remote voting using the Remote
staff and other stakeholders who will attend the AGM
hold.
ticipation is received
ecord of Depositors of
o notify you if your
he AGM is allowed.Enquiry20. If you have any enquiry prior to the meeting, please contact the following officers during office hours from9.00 a.m. to 5.3
(Full name in block)
(Address)
being a member of XOX Bhd, hereby
hareholdings
%
hareholdings
%
Against
Signature*
is/her stead. A proxy may but need not be a member of the Company.
cifies the proportion of his/her holdings to be represented by each proxy.
ed from compliance with the provision of subsection 25A(1) of the Central
s account”), there is no limit to the number of proxies which the exempt
0 Kuala Lumpur not less than 48 hours before the time appointed for holding
n 24 hours before the time appointed for the taking of the poll.
Record of Depositors as at 16 February 2021 shall be entitled to attend this