MOH
NIPPON
PLC
(FORMERLY
BOWEN
FINTECH
PLC)
ANNUAL
REPORT
AND
AUDITED FINANCIAL
STATEMENTS
FOR
THE
YEAR
ENDED
30
APRIL 2024

MOH
NIPPON
PLC
(FORMERLY
BOWEN
FINTECH
PLC
-
COMPANY NUMBER
13349097
CONTENTS
Directors,
officers
and
advisers
Strategic
Report
Directors'
Report
Board
of
Directors
Independent
Auditor's
report
Statement
of
Comprehensive
Income
Statement
of
Financial
Position
Statement
of
Changes
in
Equity
Statement
of
Cash
Flows
Notes
to
the
financial
statements
1
2
3-5
6-12
13
-
14
15-20
21
22
23
24
25-35

MOH
NIPPON
PLC
(FORMERLY
BOWEN
FINTECH
PLC
-
COMPANY NUMBER
13349097
COMPANY INFORMATION
Directors
Company
Secretary
Registered
office
Financial Adviser
Broker
Registrar
Bankers
Solicitors
Independent
Auditors
Company
number
Aamir
Ali
Quraishi
-
Non-Executive
Chairman
Allan
John Rowley
-
Non-Executive Director
Hoken
Yanase
-
Chief
Executive
Officer
(appointed
19
August
2024)
Hiromitsu
Sakai
-
Chief
Operating
Officer
(appointed
19
August
2024)
Frankie
Leung
-
Chief
Financial
Officer
(appointed
19
August
2024)
Nigel
Andrew
Collins
-
Non-Executive Director
(appointed
19
August
2024)
Kazuo
Ichimura
-
Non-Executive
Director
(appointed
19
August
2024)
Trakehner
Cosec
Limited
71-75
Shelton
Street
Covent
Garden
London
WC2H
9JQ
United
Kingdom
Cairn
Financial
Advisers
LLP
9th
Floor,
107
Cheapside
London,
EC2V
6DN
Optiva
Securities
Ltd
49
Berkeley
Square
London
WIJ
5AZ,
United
Kingdom
Share Registrars
Limited
The
Courtyard
17
West
Street,
Farnham
Surrey,
GIJ9
7DR
Revolut
Ltd
7
Westferry
Circus
London,
E14
4HD
United
Kingdom
Reynolds
Porter
Chamberlain
LLP
Tower
Bridge
House
London,
EIW IAA
United
Kingdom
RPG
Crouch Chapman
LLP
40
Gracechurch
Street
London,
acv
OBT
United
Kingdom
13349097
2

MOH
NIPPON
PLC
(FORMERLY
BOWEN
FINTECH
PLC
-
STRATEGIC
REPORT
FOR
THE
YEAR
ENDED
30 APRIL
2024
COMPANY
NUMBER
13349097
The
Directors
present
their
Strategic
Report
for
the
year
ended
30
April
2024.
REVIEW
OF
BUSINESS
STRATEGY
AND
BUSINESS
MODEL
MOH
Nippon
Plc (formerly
Bowen
Fintech
Plc)
(the
"Company"
or
"Bowen")
was
incorporated
in
England and
Wales
as
a
public
limited
company
with
limited
liability
under
the
Companies
Act
with
registered
number
13349097.
The
Company
was
set
up
to
pursue
opportunities
to
acquire
businesses
in
the
technology
innovations
market
with
a
main
focus
on
companies
which
own
products
or
applications
that
are
relevant
to
the
financial
services
sector,
although
it
would
also
evaluate
opportunities
with
applications
relevant
to
other
industry
sectors.
Since
incorporation,
the
Company
has
not
traded
and
has
not
entered
into
any
significant
transactions
or
financial
commitments,
save
as
set
out
in
these
financial
statements.
The
Directors
were
looking
to
acquire
a
company
with
attractive
revenue
growth
and
a
clear
pathway
to
high
quality
earnings,
and
efforts
to
identify
a
prospective
target
business
were
not
limited
to
a
particular
geographic region.
The
Ordinary
Shares
of
the
Company
were
admitted
by
the
FCA
to
a
Standard
Listing
on
the
Official
List
in
accordance
with
Chapter
14
of
the
Listing
Rules
and
to
trading
on
the
Main
Market
of
the
London
Stock
Exchange
on
31 October
2022.
On
admission,
the
Company
was
authorised
to
issue
one
class
of
Ordinary
Shares.
For
the
year
under
review,
the
Company's
financial
objectives
under
its
key
performance
indicators
were
to
improve
its
balance
sheet,
commence
the
process
to
secure
an
acquisition
and
obtain
additional funding
if
required.
Despite
suitable
acquisition
targets
not
always
being
readily
available
and
with
the
capital
markets
facing
challenging
times,
the
Company
was
pleased
to
confirm
that
it
had
identified
a
suitable
business during
the
period
and,
on
22
December
2023,
announced
that
it
had
signed
a
conditional
term
sheet
to
acquire
a
93.49%
interest
in
a
Japan-based
crowdfunding
services
platform,
Minnadeooyasan-Hanbai
Co.,
Ltd
("MOH"),
to
be
settled
through
the
issue
of
new
Ordinary
Shares
("Consideration Shares")
in
the
Company.
The
Company
is
pleased
to
announce
that
on
30
July
2024,
it
signed
a
conditional
sale
and
purchase
agreement
to
acquire
97.41%
of
MOH
subject
to
necessary
resolutions
being
passed
at
the
general
meeting
by
shareholders
and
to
re-admission
of
the
Company's
shares
to
trading
on
the
Main Market
of
the
London
Stock
Exchange.
The
prospectus,
having
been approved
by
the
FCA,
was
published
on
31
July
2024.
On
16
August 2024,
all
resolutions
were
passed
at
the
Company's
general
meeting
approving
the
acquisition
of
MOH
and
on
the following
working
day,
19
August 2024,
the
Company's
shares
were
re-admitted
to
trading.
The
Company
was
able
to
acquire
97.41%
of
MOH
for
229,779,093
Consideration
Shares.
On
14
August
2024,
the
Company
changed
its
name
to
MOH
Nippon
Plc
and
trades
under
the
ticker
'MOH'.
Further
information
on
the
transaction
can
be
found
under
'Events
after
the
reporting
date'
in
the
Directors'
Report
section
on
page
9.
MOH
is
an
established
and
profitable
crowdfunding
services
platform
in
Japan
and solution
provider
for
local
investors
seeking
returns
from
investment
into
real
estate.
The head
office
is
located
in
Tokyo
and
MOH
is
regulated
under
the
Real
Estate
Specified
Joint
Venture
Act
("FTK
Act")
in
Japan.
During
the
period
from
2007
to
2023,
MOH
successfully
solicited
investments
from almost
40,000
individual
investors
in
Japan
and
raised
capital
of
approximately
JPY
277 billion
(c.
€1.45
billion)
through
crowdfunding.
3

MOH
NIPPON
PLC
(FORMERLY
BOWEN
FINTECH
PLC
-
COMPANY
NUMBER
13349097
STRATEGIC
REPORT
FOR THE
YEAR
ENDED
30 APRIL 2024
For
the
year
ended
31
March
2023
(audited),
MOH
reported
an
operating
profit
of
JPY 731
million
(c.
f3.8
million)
on
revenues
of
JPY
5.6
billion
(c.
E29.3
million).
For
the
unaudited
six-month
period
to
30
September
2023,
MOH
reported
an
operating
profit of
JPY
2.2
billion
(c.
Ell.3
million)
on
revenues
of
JPY
4.9
billion
(c.
€25.9
million).
Unaudited
net
assets
as
at
30
September
2023
were
JPY
5.0
billion
(c.
E26.2
million).
The
Company
acquired
the
shares
in
MOH
from
Kyosei
Bank
Co.,
Ltd
("KBC"),
a
privately
owned
company
in
Japan,
as a
result
of
which
KBC
became
the
80.69%
shareholder
of
the
Company.
To
date,
MOH
has provided
services
solely
to
a
group
of
companies
owned
by
KBC.
This
arrangement
has
provided
MOH
with
a
proprietary
pipeline
of
projects
for
crowdfunding
opportunities,
commercialisation
and
development.
In
addition
to
traditional
real
estate asset
classes such
as
residential
and
commercial,
MOH
has
previously
crowdfunded
for
the
revitalisation
of
traditional
agricultural-type
farms,
the
refurbishment
of
state-of-the-art
medical
facilities
and
the
revival
of
traditional cultural
parks.
MOH
has
also
more
recently started
to
invest
directly
(through
land
purchase
and
development
activities)
into
technology-driven
commercial
projects,
such
as
cold-chain
logistics
facilities.
The
acquisition
constituted
a
reverse
takeover
under
the
Listing
Rules.
Following
completion
of
the
Acquisition,
the
Directors
intend
to
adopt
a
strategy to
continue
to
grow
and
develop
the
existing
operations
of
MOH,
increasing
its
client
base
and
developing
its
cold-chain
logistics
business
internationally
using
the
Board's
network,
with
a
view
to
generating
value
for
its
shareholders.
This
strategy
may
involve
additional complementary acquisitions
of
other
businesses
in
the
same or
related
sectors
alongside
organic growth.
Principal
risks
and
uncertainties
The
Enlarged
Group's
business
activities
expose
it
to
a
variety
of
risks,
being
foreign
investment
and
exchange
risks,
finance
risks
and
strategic
risks.
To
help
address
the
above
risks,
the
Company
has retained
the
services
of
consultants
and
third-party
advisors
who
are,
together with the
Directors,
working
to
develop
appropriate
actions,
such
as
hedging policies,
to
manage
and
mitigate
these risks
where
possible.
KPIs
will
be
established
by the
Company's
new
board
and
reported
on
in
future
periods.
Foreign
investment and
exchange
risks
The
Company's
functional
and
presentational
currency
in
these
financial
statements
is
GBP
pounds
sterling.
As
a
result,
the
Company's
financial
statements
will
carry
the
Company's
assets
in
pounds
sterling.
Following
the
reverse
takeover
of
MOH,
the
functional
and
presentational
currency
of
future
financial
statements
will
be
the
Japanese
Yen.
Other
potential
risks
associated
with
the
Enlarged
Group
following the
reverse
takeover
include
regulatory
and
license
risks,
particularly
associated
with
the
FTK
Act
which
governs
MON's
activities
in
Japan.
Further detail
on
risks
is
provided
in
Note
15
to
the
financial
statements.
4

MOH NIPPON
PLC
(FORMERLY
BOWEN
FINTECH
PLC-
STRATEGIC
REPORT
FOR
THE
YEAR
ENDED
30
APRIL
2024
Section
172
Statement
COMPANY NUMBER
13349097
Section
172
of
the
Companies
Act
2006 requires
directors
to
take
into
consideration
the
interests
of
stakeholders
and
other
matters
in
their
decision
making.
The Directors
continue
to
have
regard
to
the
interests
of
the
Company's
employees
and
other
stakeholders,
the
impact
of
its
activities
on
the
community,
the
environment
and
the
Company's
reputation
for
good
business
conduct,
when making
decisions.
In
this
context,
acting
in
good
faith
and
fairly, the
Directors
consider
what
is
most
likely
to
promote
the
success
of
the
Company
for
its
members
in
the
long
term.
The
Company
aims
to
work
responsibly
with
all
stakeholders,
including
suppliers
and intends
to
put
in
place
systems
to
ensure
that
it
develops,
maintains
and
constantly
improves policies,
which
will
enable
it
to:
consider
the
interests
and
wellbeing
of
its
employees
ensure
compliance
with
environmental
laws
wherever
its
future
activities
take
place
take
into
account
the
long-term
impact
of
its
decisions
be
mindful
of
its
responsibilities
towards
local
communities
maintain
the
highest
standards
of
probity
and
integrity
in
its
business
dealings
concentrate
on
establishing
enduring relationships
with
those with whom
it
carries
on
business
establish
appropriate
corporate
governance
principles
in
line
with
that
set
out
in
the
prospectus
dated
31
July
2024.
Aamir
Ali
Quraishi
Non-Executive
Chairman
22
August
2024
5

MOH
NIPPON
PLC
(FORMERLY
BOWEN
FINTECH
PLC)
-
COMPANY NUMBER
13349097
DIRECTORS'
REPORT
FOR THE
YEAR
ENDED
30
APRIL 2024
The
Directors
present
their
report
and
the
audited
financial
statements
for
the
year
ended
30
April
2024.
Principal
activities
MOH
Nippon
Plc (formerly
Bowen
Fintech
Plc)
(the t'Company"
or
"Bowen"),
a
public
limited
company
incorporated
in
England
and
Wales
with Registered
Number
13349097
under
the
Companies
Act
2006.
The
address
of
its
registered
office
is
71-75
Shelton
Street,
Covent
Garden, London,
United
Kingdom,
WC2H
9JQ.
During
the
period,
the
principal
activity
of
the
Company
was
to
seek
suitable
investment
opportunities
in
the
technology
innovations
sector
with
a
particular
focus
on
the
financial
services
industry.
Applications
relevant
to
other
industry
sectors
were
also
considered.
Having
identified
a
suitable
business
during
the
period,
the
Company
announced,
on
22
December
2023,
that
it
had
signed
a
conditional
term
sheet
to
acquire
a
93.49%
interest
in
a
Japan-based
crowdfunding
services
platform,
Minnadeooyasan-Hanbai
Co.,
Ltd
("MOH").
Since
then
and
to
the
balance sheet
date,
the
Company
has
been
working
with
its
advisers
to
undertake due
diligence
on
the
business
of
MOH
(including
legal and
financial),
prepare
the
prospectus
for
the
acquisition
and
re-admission
to
the
Main
Market
of
the
London
Stock
Exchange
of
the
Company's
share
capital
enlarged
by
the
issue
of
the
Consideration
Shares,
prepare
and negotiate
an
acquisition
agreement
and
other
ancillary
documents
necessary
to
complete
a
transaction.
The
Company
also
conducted
a
site visit
to
Tokyo
in
February
2024
to
meet
with
the
board
and
senior
management
of
MOH
as
well
as
its
major
shareholder,
and
to
carry
out
a
detailed
review
of
its
operations.
On
19
August 2024,
the
Company's
shares
were
re-admitted
to
trading. The
Company
was
able
to
acquire
97.41%
of
MOH
through
the
issue
of
229,779,093
Consideration
Shares,
and
on
14
August
2024,
the
Company
changed
its
name
to
MOH
Nippon
Plc
and
trades
under
the
ticker
'MOH'.
Further information
on
the
transaction
can
be found
under
'Events
after
the
reporting
date'
in
the
Directors'
Report
section
on
page
9.
Results
and
Dividends
The
Company
recorded
a
loss
for
the
year
before
taxation
of
E213,398
(2023:
loss
of
E248,175).
The
loss
before
tax
figure
is
comprised
of administration
costs
of
E162,660
(2023:
E160,125),
costs
associated
with
the
reverse
takeover
of
MOH
of
f50,738
(2023:
ENil) (refer
to
note
4),
and
share-based
payment
charges
of
ENil
(2023: E88,050)
(refer
to
note
13).
The
Directors
do
not
recommend
payment
of
a
dividend
(2023: Enil).
The
Directors
have
considered
the
future
prospects
and
developments
of
the
Company
in
detail
in
the
Strategic Report.
Directors
and
Directors'
interests
The
following
Directors
have held
office
during
the
year
and
to
the
date
of
these
financial
statements:
•
Aamir
Quraishi
Allan
Rowley
As
a
result of
the completion
of
the
reverse
takeover
of
MOH
and
re-admission
of
the
CompanVs
shares
to
trading
on
Main
Market
of
the
London
Stock Exchange
on
19
August
2024,
there
is
a
significant
amount
of
change
in
the
composition
of
the
Board,
with
the
following
Directors
joining
the
board:
Hoken
Yanase
-
Chief
Executive
Officer
(appointed
19
August
2024)
Hiromitsu
Sakai
-
Chief
Operating
Officer
(appointed
19
August
2024)
Frankie
Leung
-
Chief
Financial
Officer
(appointed
19
August
2024)
Nigel
Andrew
Collins
-
Non-Executive Director
(appointed
19
August
2024)
Kazuo
Ichimura
-
Non-Executive Director
(appointed
19
August
2024)
6

MOH
NIPPON
PLC
(FORMERLY
BOWEN
FINTECH
PLC)
-
DIRECTORS'
REPORT
FOR
THE
YEAR
ENDED
30 APRIL 2024
Directors'
remuneration
Directors'
fees
Share-based
payments
COMPANY
NUMBER
13349097
Year
to
30
April
2024
56,000
56,000
Year
to
30
April
2023
24,000
48,000
72,000
Share-based
payments
disclosed
above
for
the
prior
year
include
payments to
a
shareholder
who
was
a
Director
but
resigned
from
position
as
a
Director
on
31
August 2022.
Changes
in
Directors'
interests
have
occurred
between
the
end
of
the
reporting
period
30
April
2024 and
the
date
of
this
report
due
to
the
cancellation,
upon
re-admission
to
trading,
of
share
warrants
previously
in
issue,
including those
held
by
the
Directors.
Further
information
about
the
Directors'
interests
is
provided
below
in
this
report.
Share
capital
Details
of
the
Company's
issued share capital,
together
with
details
of
the
movements
during
the
year,
are
shown
in
Note
10.
The
Company
has
one
class of
ordinary
shares,
and
all
shares
have
equal
voting
rights
and
rank
pari
passu
for
the distribution
of
dividends
and
repayment
of
capital.
Substantial
shareholdings
in
the
Company
As
at
30
April
2024
and
as
at
the
date
of
this
report,
the
following
information has
been received
in
accordance
with
Rule
5
of
the
DTR
from holders
of
notifiable
interests
in
the
Company's
issued share capital.
The
information
provided
below
is
correct
at
the
date
of
notification
and
represents
direct
interests
only.
Number
of
Shares
at
30
April
2024
Holder
Cornerstone
Financial
Holdings
Ltd
Liang
Tong
Yanan
Wu
Kyosei
Bank
Co.
Ltd
(KBC)
Voting
rights
30.0%
25.5%
25.4%
Number
of
Shares
at
the
date
of
this
report
13,950,000
229,779,093*
Voting
rights
5.79%
4.92%
4.90%
80.69%
*KBC
is
the
largest
shareholder
of
the
Company
and
will
control
the
exercise
of
voting
rights
in
respect
of
approximately
80.69
per
cent.
of
the
issued
share
capital
of
the
Company
as
at
19
August 2024,
following
the
reverse
takeover
transaction.
Financial
Instruments
&
Financial
Risk
Management
Objectives
The
Company's
financial
risk
management
policies
are
detailed
in
the
Strategic
Report
on pages
3
to
5.
7

MOH
NIPPON
PLC
(FORMERLY
BOWEN
FINTECH
PLC)
DIRECTORS'
REPORT
FOR
THE
YEAR
ENDED
30 APRIL
2024
Remuneration
policy
for
the
financial
year
-
COMPANY NUMBER
13349097
The base fees
for the
Non-Executive Directors
/
Chairman
were
set at
IPO
and
were
not
increased
until
December
2023.
Effective
1
January
2024,
a
fee
increase
was
agreed through
a
deed
of
variation
and
was
approved
by the
Board
for
Aamir
Quraishi
(and
effective
1
May
2024
for
Allan
Rowley),
for
the
time
and
cost
dedicated
to
the
completion
of
the
acquisition.
As
at
the
year
end,
the
Company
was
in
the
process
of
establishing
a
remuneration
committee
and
hence,
this
statement
is
made by
Aamir
Quraishi,
a
Director
nominated
by
the
Directors
to
make
the
statement.
Following
re-admission,
the
Company
established
the
Remuneration
Committee
with
formally
delegated
duties
and
responsibilities
and
with
written
terms
of
reference.
Single
total
figure
of
remuneration
(audited):
For
the
year
ended 30
April
2024
Base
fees
Total
remuneration
For
the
year
ended
30
April
2023
Base
fees
Share-based
payment
charge
Total remuneration
Aamir
A
Quraishi
44,000
44,000
18,000
16,000
34,000
Shanchun
Huang
32,000
32,000
Allan
J
Rowley
12,000
12,000
6,000
6,000
Following
re-admission,
an
increase
to
the
remuneration
of
the
Directors-
Mr.
Rowley
and
Mr.
Quraishi,
to
E30,000
and
E60,000
per
annum
respectively,
was
agreed
by
the
Board.
It
was
also
agreed
that
upon re-
admission,
Mr
Rowley
and
Mr
Quraishi
will
receive
transaction
fees
of
E5,000
and
EIO,OOO
respectively.
However,
all
share-based
payment
charges
(warrants)
including
those
granted
to
Aamir
Quraishi
were
cancelled
for
nil
consideration
at
re-admission.
Share
interests
and
incentives
as
at
30
April
2024:
Share
warrants
vested
but
not
exercised*
*
Total
shares
availableNon-
Executive
Directors
Aamir
Ali
Quraishi
Allan
J
Rowley
Shares
owned
outright
*
*Share
warrants
held
at
the
year-end
were
cancelled
on
19
August 2024,
upon
re-admission,
following the
reverse
acquisition transaction.
Further
disclosure
about this
can
be
found
under
the
'Events
subsequent
to
the
reporting
period'
section
of
the
Directors'
Report
on
page
10.
8

MOH NIPPON
PLC
(FORMERLY
BOWEN
FINTECH
PLC)
-
DIRECTORS'
REPORT
FOR THE
YEAR
ENDED
30
APRIL
2024
Share
interests
and
incentives
as
at
30
April
2023:
COMPANY NUMBER
13349097
Share
warrants
vested
but
not
exercised
Total
shares
available
Non-
Executive Directors
Aamir
Ali Quraishi
Allan
J
Rowley
Shanchun
Huang
Employee
Information
Shares
owned
outright
As
at
30
April
2024,
the
Company
had
Nil
(2023: Nil)
employees.
Charitable
Donations
The
Company
made
no
charitable
donations during the
year
(2023: Nil).
Directors
Indemnity
Provisions
The
Company
has
made
qualifying
third-party
indemnity
provisions
for
the
benefit
of
its
directors
which
were
made
after
the
year
end
and
remain
in
force
at
the date
of
this
report.
Going
concern
After
making
enquiries,
the
Directors
have
a
reasonable
expectation
that
the
Company
has
adequate
resources
to
continue
in
operational
existence
for
the foreseeable
future.
Further
details
are
given
in
Note
2
to
the
financial
statements.
For
this
reason,
the
Directors
continue
to
adopt
the
going
concern
basis
in
preparing
the
financial
statements.
Events
after
the
reporting
date
a.
Reverse
takeover
of
Minnadeooyasan-Hanbai
Co.,
Ltd
("MOH")
On
19
August
2024,
the
Company
completed
its
acquisition
of
MOH,
acquiring
a
97.41%
interest
via
a
share-
for-share
exchange.
Bowen
Fintech
Plc
was
renamed
MOH
Nippon
Plc
on
14
August
2024 and
became
effective from
Admission
on
19
August
2024.
Although
the
transaction
resulted
in
MOH
becoming
a
subsidiary
in
the
newly
enlarged
MOH
Nippon
Plc
(formerly
Bowen Fintech
Plc)
group,
due
to
the
relative
size
of
MOH
compared
to
Bowen,
the
change
in
control
of
the
Board
of
the
Company
and
the
fact
that,
as
the
previous
majority
shareholder
of
MOH
owns
a
substantial
majority
(80.69%)
of
the
ordinary shares
of
the
Company,
the
transaction
constitutes
a
reverse
acquisition.
In
substance,
the
shareholders
of
MOH
have
acquired
a
controlling
interest
in
Bowen
Fintech
Plc and
the
transaction
will
therefore
be
accounted
for
as
a
reverse
acquisition
in
future
reporting
periods.
As
Bowen
Fintech
Plc's
activities
prior
to
the
acquisition
were
purely
the
maintenance
of
the
Listing,
acquiring
MOH
does
not
meet
the
definition
of
a
business
in
accordance
with
IFRS 3
"Business
Combinations".
Accordingly,
the
reverse
acquisition
will
not
be
accounted
for
in
accordance
with
IFRS
3
acquisition
accounting
requirements,
but
rather
wili
be
accounted
for
in
accordance
with
IFRS
2
"Share-based
Payments"
and
associated
IFRIC
guidance
in
the
Company's
Interim Financial
Statements
for
the
six
months
ended
31
October
2024 which
will
be
published
on
or
before
31
January
2025.
9

MOH
NIPPON
PLC
(FORMERLY
BOWEN
FINTECH
PLC)
DIRECTORS'
REPORT
FOR THE
YEAR
ENDED
30
APRIL 2024
b.
Cancellation
of
warrants
-
COMPANY
NUMBER
13349097
As
at
the
year
end,
the
Company
had
a
total
of
8,575,000
warrants
in
issue.
On
30
July
2024
the
Company
entered
into
deeds
of
termination
with
the
holders
of
warrants
to
cancel
all
of
these
warrants.
In
the
case
of
575,000
warrants
held
by
Optiva
Securities
Limited
("Optiva"
and
"Broker
Warrants"),
these
were
cancelled
in
return
for
an
aggregate payment
of
f34,500
to
Optiva,
paid
upon
the
publication
of
the
prospectus-on
30
July
2024.
All
other
warrants
were
cancelled
on
re-admission
for
nil
consideration.
At
the
time
of
this
report,
the
Company
does
not
have
any
warrants
outstanding.
c.
Changes
to
the
ultimate
controlling
party
At
the
reporting
date,
Mr
Kenichi
Yanase,
through
his
wholly
owned
company
KBC
is
the
largest
shareholder
of
the
Company.
Mr
Kenichi
Yanase,
through
KBC
will
control
the
exercise
of
voting
rights
in
respect
of
approximately
80.69
per
cent.
of
the
issued
share
capital
of
the
Company.
Statement
of
Directors'
responsibilities
The
Directors,
whose
names
and
functions
are
set
out
on
page
13,
are
responsible
for
preparing
the
annual
report
and
financial
statements
in
accordance
with applicable
laws and
regulations.
Company
law
requires
the
Directors
to
prepare
financial
statements
for
each
financial
year.
Under
that
law
the
Directors
have
prepared
the
Company's
financial
statements
in
accordance
with
UK-adopted
International
Accounting
Standards
in
conformity
with
the
requirements
of
the
Companies
Act
2006.
Under
company
law
the
Directors
must
not
approve
the
financial
statements
unless
they
are
satisfied
that
they
give
a
true
and
fair
view
of
the
state
of
affairs
of
the
Company
and
the profit
and
loss
of
the
Company
for
that
period.
The
Directors
take
responsibility
for
all
of
the information
drawn
up
and
made public
in
this
annual
report
and
financial
statements,
and
the
Directors
confirm
they
have
done
so
to
the
best
of
their
knowledge.
In
preparing
the
financial
statements
the
Directors
take
responsibility
for:
selecting
suitable
accounting
policies
and
then
applying
them
consistently;
making
judgements
and
accounting estimates
that
are
reasonable
and
prudent;
stating
whether
applicable
accounting
standards
have been
followed,
subject
to
any
material
departures
disclosed
and
explained
in
the
financial
statements;
preparing
the
management reports
which include
the
Strategic
Report,
Directors'
Report
and
Directors'
Remuneration
Report
along
with
the
financial
risk
management
section
of
the
notes
to
the
accounts,
which
comply
with
the
requirements
of
the
Companies
Act
2006;
and
preparing
the
financial
statements
on
the
going
concern
basis
unless
it
is
inappropriate
to
presume
that
the
Company
will
continue
in
business.
In
addition,
the
Directors
take
responsibility for
keeping
adequate
accounting
records
that
are
sufficient
to
show
and
explain
the
Company's
transactions
and
disclose
with
reasonable
accuracy
at
any
time
a
fair,
balanced
and
understandable
view
of
the
financial
position
of
the
Company,
and
for
safeguarding
the
assets
of
the
Company
and
hence
for
taking
reasonable
steps
for
the
prevention
and
detection
of
fraud
and
other
irregularities.
10

MOH
NIPPON
PLC
(FORMERLY
BOWEN
FINTECH
PLC)
-
COMPANY
NUMBER
13349097
DIRECTORS'
REPORT
FOR THE
YEAR
ENDED
30
APRIL
2024
Website
publication
The
financial
statements
are
published
on
the
Company's
website
www.mohnippon.com.
The
work
carried
out
by the
auditor
does
not
involve
consideration
of
the
maintenance
and
integrity
of
this
website
and
accordingly,
the Auditor
accepts
no
responsibility for
any
changes
that
have
occurred
to
the
financial
statements
since
they
were
initially
presented
on
the
website.
Visitors
to
the website
need
to
be
aware
that
legislation
in
the
United
Kingdom
covering the
preparation
and
dissemination
of
the
financial
statements
may
differ
from
legislation
in
their
jurisdiction.
Corporate
governance
The
Directors
acknowledge
the
importance
of
high
standards
of
corporate
governance
and
intend,
given
the
Company's
size
and
the
constitution
of
the
Board,
to
comply
with
the
principles
set
out
in
the
QCA
Corporate
Governance
Code
(2023)
(the
"QCA
Code").
The
QCA
Code
sets
out
a
standard
of
minimum
best
practice
for
small
and
mid-size
quoted
companies
and
a
copy
of
the
QCA
code
can
be
accessed
via
https://www.theqca.com/qca-corporate-governance-code-public/.
As
a
company
with
a
Listing
on
the
Equity
Shares
(transition)
category
of
the
Main
Market,
the
Company
is
not
required
to
comply
with
the
provisions
of
the
UK
Corporate
Governance
Code
published
by the
Financial
Reporting
Council.
Nevertheless,
the
Directors
are
committed
to
maintaining
high
standards
of
corporate
governance
and
have,
so
far
as
is
practicable
given
the
Company's
size
and
nature,
voluntarily
complied
with
certain
aspects
of
the
QCA
Code.
The
QCA Code
states
that
a
company
should
have
at
least
two
independent
non-executive
directors.
For
the
period
under
review,
the
Company
had
two
independent
Non-Executive
Directors
being
Mr
Allan
Rowley
and
Mr
Aamir
Quraishi.
Upon re-admission,
the
Company
appointed
two
additional
Non-Executive Directors,
Mr
Nigel
Collins
and
Mr
Kazuo
Ichimura.
A
full
review
of
the
operation
of
the
Company's
processes
and
procedures
against
the
QCA
Code
is
being
undertaken
following
completion
of
the
acquisition
and
re-admission
on
19
August 2024,
taking
into
account
the
structure
and
requirements
of
the
Enlarged
Group. The
Board
has
established
an
Audit
Committee,
a
Remuneration
Committee
and
a
Related
Parties
Committee,
each
with
formally
delegated
duties
and
responsibilities
and
with
written
terms
of
reference.
The
Company
holds
quarterly
board
meetings,
with
additional
board
meetings
held
as
issues which
require
the
attention
of
the
Board
arise.
The Board
is
responsible
for
the
management
of
the
business
of
the
Company,
setting
the
strategic
direction
of
the
Company
and
establishing
the
policies
of
the
Company.
It
is
the
Directors'
responsibility
to
oversee
the
financial
position
of
the
Company
and
monitor
the
business
and
affairs
of
the
Enlarged
Group,
on
behalf
of
the
shareholders,
to
whom
they
are
accountable.
The
primary
duty
of
the
Directors
is
to
act
in
the
best
interests
of
the
Company
at
all
times. The Board
also
addresses
issues
relating
to
internal
control
and
the
Company's
approach
to
risk
management
and
has formally
adopted
an
anti-corruption
and
bribery
policy
as
well
as a
Share
Dealing Code.
The
Directors
monitor the
integrity
of
the
interim
and
Audited
Financial
Statements
and
formal
announcements
relating
to
the
Company's
financial
performance.
It
reviews
significant
financial
reporting
issues,
accounting
policies
and
disclosures,
key
judgements,
reviews
the
effectiveness
of
internal
controls,
as
well
as
overseeing
the
engagement
and
scope
of
the
external
audit.
In
respect
of
the
Company's
system
of
internal
controls
and
its
effectiveness,
the
Directors:
are
satisfied
that
they
have
carried
out
a
robust
assessment
of
the
principal
risks
facing
the
Company,
including
those
that
would
threaten
its
business
model,
future
performance,
solvency
or
liquidity;
and
have
reviewed
the
effectiveness
of
the
risk
management
and
internal
control
systems
including
material financial,
operational
and
compliance
controls (including
those
relating
to
the
financial
reporting
process)
and
no
significant
failings
or
weaknesses
were
identified.
11

MOH
NIPPON
PLC
(FORMERLY
BOWEN
FINTECH
PLC)
-
COMPANY
NUMBER
13349097
DIRECTORS'
REPORT
FOR THE
YEAR
ENDED
30
APRIL
2024
Following
the
completion
of the
acquisition,
the
Company
will
now
re-evaluate
its
corporate
governance
policies
and
procedures
in
line with
the
size
and
operations
of
the
enlarged
Group.
This
will
include
an
assessment
and
implementation
of
the
Company's
policy
and
objectives
concerning
diversity
(which
is
currently
not
in
place due
to
the
early
stage
of
the
Company's
development),
and
composition
of
management
and
board
committees.
The
Company
will
report
to
its
shareholders
as
to
its
compliance
with
the
QCA
Code
on
an
ongoing
basis and
will
publish
an
updated
Corporate
Governance
statement
from
time
to
time.
Taskforce
on
Climate-related
Financial Disclosure
("TCFD")
The
Company
is
not
required
to
report
and
provide
disclosure
in
connection
with
TCFD.
Further,
given
no
acquisition
was
undertaken
during
the
year
ended
30
April
2024,
there
are
no
relevant
TCFD
disclosures
to
be
reported.
Statement
as
to
disclosure
of
information
to
auditors
The
Directors
who
held
office
at
the
date
of approval
of
the
Directors'
Report
confirm
that,
so
far
as
they
are
each
aware,
there
is
no
relevant audit
information
(as
defined
by
Section 418
of
the
Companies
Act
2006)
of
which
the
Company's
auditor
is
unaware;
and
each
Director
has
taken
all
the
steps
that
he
ought
to
have
taken
as
a
Director
to
make
himself
aware
of
any
relevant audit
information
and
to
establish
that the
Company's
Auditor
is
aware
of
that information.
The Directors
are
responsible
for
preparing
the
financial
statements
in
accordance
with
the
Disclosure
and
Transparency
Rules
of
the
United
Kingdom's
Financial
Conduct
Authority
("DTR")
and
with
UK
adopted
International
Accounting
Standards.
The
Directors
confirm
that
to
the
best
of
their
knowledge:
the
Company
financial
statements
have been prepared
in
accordance
with
the
relevant
financial
reporting
framework
and
give
a
true
and
fair
view
of
the
assets,
liabilities,
financial
position
and
profit
of
the
Company;
this
Annual
Report
includes
the
fair
review
of
the
development
and
performance
of
the
business
and
the
position
of
the
Company
together
with
a
description
of
the
principal
risks and
uncertainties
that
it
faces;
and
the
Annual
Report
and
financial
statements,
taken
as
a
whole,
are
fair,
balanced
and
understandable
and
provide information
necessary
for
shareholders
to
assess
the
Company's
performance,
business
and
strategy.
Appointment
of auditors
The
auditors,
RPG
Crouch
Chapman
LLP
were
appointed
on
20
June 2024
and
have indicated
their
willingness
to
remain
in
office,
and
a
resolution
that
they
be
reappointed
will
be
proposed
at
the
forthcoming
Annual
General
Meeting.
On
behalf
of
the
board
Aamir
Ali
Quraishi
(Non-Executive
Chairman)
22
August
2024
12

MOH
NIPPON
PLC
(FORMERLY
BOWEN
FINTECH
PLC)
-
BOARD OF
DIRECTORS
FOR THE
YEAR
ENDED
30
APRIL 2024
BOARD OF
DIRECTORS
COMPANY
NUMBER
13349097
Biographical
details
of
each
of
the
Directors
appointed
as
at
the
date
of
this
report
are
presented
below.
Aamir
Ali
Quraishi
(age
54)
—
Non-Executive
Chairman- Appointed
on
incorporation
in
April
2021
Mr
Aamir
Quraishi
is
a
seasoned
investment
banker
and
experienced
board
director.
He
has
over
25
years
of
investment
banking
experience
in
Europe,
Asia
and
the
Middle
East
having
worked
in
both
bulge bracket
and
mid
cap
institutions.
During
his
career,
Aamir
has
completed
over
US$20
billion
in
M&A
and
capital
market
transactions
across
a
number
of
industry
sectors
globally.
Between
2005
and
2010,
he
was
a
qualified
Nominated
Adviser
(Libertas
Capital)
for the
purposes
of
admissions
to
London's
AIM
Market.
Aamir
began
his
career
at
PWC
in
London
where
he
qualified
as a
Chartered
Accountant
and
remains
a
member
of
the
ICAEW.
He
graduated
in
Economics
from
the
University
of
Cambridge.
Mr
Quraishi chairs
the
Audit
Committee
and
the
Related
Parties
Committee
and
is
a
member
of
the
Remuneration
Committee.
Allan
John Rowley
(age
56)
—
Non-Executive Director-
Appointed
31
August
2022
Mr
Allan
Rowley
is
a
practising
CFO
with
over
20
years
of
experience
in
public and
private
growth
businesses.
He
is
a
UK
Chartered
Accountant
with international
experience
of
raising
finance,
initial
public
offerings,
public
company
reporting
(on
both
the
US
and
UK
stock
exchanges),
strategic
planning,
corporate
governance,
investor
relations,
mergers
and
acquisitions,
international
tax,
operational
execution,
turn-
arounds
and
restructurings.
Mr
Rowley
graduated from
Aberystwyth
University
College
of
Wales
with
a
BSc
and
Master
of
Philosophy.
He
is
a
Fellow
of
the
Institute
of
Chartered
Accountants
in
England and
Wales
and
was an
audit
manager
with
Arthur
Andersen
in
the
UK
and
Ernst
&
Young
in
Silicon
Valley.
Mr.
Rowley
is
a
member
of
the Audit
Committee.
Hoken
Yanase
(age
28)
-
Chief
Executive
Officer
-
Appointed 19
August
2024
Mr
Hoken
Yanase
graduated
from
Nihonbashi
High
School
in
Sumida
Ward,
Tokyo,
in
March
2015.
From
June
2017,
he
served
as
an
executive
of
a
company
which
operates
a
theme
park
facility
in
Mie
Prefecture
of
Japan.
He
has
been
involved
in
various
renewal
and
event
initiatives
for
the
Company.
In
December
2017,
Mr
Hoken
Yanase
also
took
on
the
role
of
Representative
Director
of
Tomoiki
Farm
Inc.,
engaging
in
the
cultivation
and
sale
of
domestically
grown
bananas
in
Mie
and
Chiba Prefectures.
In
October
2020,
Mr
Hoken
Yanase
assumed
the
position
of
Representative
Director
of
JAPAN
HELI-SYSTEM,
Inc.,
a
company
engaged
in
helicopter
transport
and
sightseeing
operations
primarily
in
the
Tokai
and
Kansai
regions.
In
August 2021,
Mr
Hoken
Yanase
became
the
Representative
Director
of
Ise
Shima
Tourism
Development
Inc.,
overseeing
leisure
businesses
such
as
lodging facilities,
marine
activities
and skydiving
in
Minami-lse
Town, Mie
Prefecture.
Hiromitsu
Sakai
(age
39)
-
Chief
Operating
Officer
-
Appointed
19 August
2024
Mr
Hiromitsu
Sakai
graduated
from
the
Faculty
of
Economics
at
Hosei
University
in
March
2008.
Mr
Sakai
joined
MOH
as
a
sales
representative
in
2008.
From
his
early
role
as
a
sales
representative
for
the
"Minnadeooyasan"
business
to
becoming
Sales
Department
Manager
in
2014
and
later
the
business leader
overseeing
the
entire
venture,
Mr
Sakai
has played
a
pivotal
role
in
achieving
a
2,700
per
cent.
growth
in
annual
performance
by
the
2022
fiscal
year.
Additionally,
his
responsibilities
as
a
business
manager
for
real
estate
joint
ventures
included
the
management
of
over
60
funds.
Mr
Sakai
was
appointed
as
a
director
of
MOH
in
December
2023.
Mr
Hiromitsu
Sakai
is
a
member
of
the
Related
Parties
Committee.
13

MOH
NIPPON
PLC
(FORMERLY
BOWEN
FINTECH
PLC)
-
BOARD OF
DIRECTORS
FOR THE
YEAR
ENDED
30 APRIL 2024
COMPANY
NUMBER
13349097
Frankie
Leung
(age
50)
-
Chief
Financial
Officer
-
Appointed
19 August
2024
Mr
Frankie
Leung
has
over
two
decades
of
corporate
finance,
accounting
and
financial
management
experience
in
the
Asia
Pacific
Region.
After
qualifying
as a
certified
public
accountant
with
KPMG
in
1999,
Frankie
held key finance
roles
in
various
sectors,
including public
companies,
private
equity
and
conglomerates
in
Hong
Kong
and
China.
Throughout
his
professional
journey,
Frankie
has
been
involved
in
mergers
and
acquisitions,
initial public
offerings,
and
fundraising
activities
spanning diverse
industries
such
as
reai
estate,
consumer
markets
and
manufacturing.
From
2014
to
2021,
Frankie served
as
the
chief
financial
officer
and
company
secretary
of
Times
Universal
Group
Holdings
Limited,
a
publicly
listed
company
in
Hong
Kong.
Presently,
Frankie
functions
as a
consultant, leveraging
his
expertise
in
corporate
risk
management
and
compliance
to
assist
companies
in
both
London
and
Hong
Kong.
Mr
Frankie
Leung
is
a
member
of
the
Related
Parties
Committee.
Nigel
Andrew
Collins
(age
53)
-
Non-Executive Director
-
Appointed
19 August
2024
Mr
Nigel
Collins
is
a
practising
lawyer with
over
20
years
of
experience
advising
on
corporate
transactions.
He
is
a
I-JK-qualified
lawyer,
Partner
at
Reynolds
Porter
and
Chamberlain
LLP
and Head
of
the
Japan
desk,
specialising
in
advising
Japanese
corporates.
He
has
experience
of
advising
on
international
cross-border
transactions,
mergers
and
acquisitions,
investments,
turn-arounds,
restructuring,
strategic
planning,
general
corporate
advice,
corporate
governance
and
raising
finance.
He
has
worked
across
a
variety
of
sectors
including
real
estate,
technology,
insurance,
infrastructure,
clean
energy,
retail,
finance,
insurance,
defence
and
manufacturing.
He
has
led
teams
across
England,
Europe,
Hong
Kong
and
Japan.
Nigel
qualified
as
a
lawyer
in
the
UK
and
in
his
later
years
began building
a
practice
advising
Japanese
corporates.
Nigel
joined
Reynolds
Porter
&
Chamberlain
LLP
in
2013
to
continue
building
a
Japan-focused
practice
and
was
made
a
Partner
in
2016.
Since
becoming
a
Partner,
he
has
been advising
Japanese
corporates
on
their
investments,
mergers
and
acquisitions,
disposals,
restructuring
and
other
corporate
matters,
primarily
in
the
UK, Europe,
South
East
Asia
and
North
America.
During
2023,
Nigel
went
on
secondment
for
seven
months
to
the
Executive
Team
of
a
Japanese-owned
client.
He
was
responsible
for
multiple
departments,
including
legal
and
compliance,
health and
safety,
engineering,
brand
and
cyber
security.
He
also
worked
closely
with
the
chairman,
CEO
and
CFO
on
a
number
of
long-term
strategic
and
growth
projects.
Mr.
Nigel
Collins
chairs
the
Remuneration
Committee
and
is
a
member
of
the
Audit
Committee
and
the
Related
Parties
Committee.
Kazuo
Ichimura
(age
79)
-
Non-Executive Director
-
Appointed
19 August
2024
Mr
Kazuo
Ichimura
graduated
from
the
Faculty
of
Economics
at
Sophia
University
in
1967,
and
later
pursued
postgraduatestudies
at
both Sophia
University
and
Aoyama
Gakuin
University.
He
was
an
official
interpreter
for
the
Tokyo
Olympic
Organising
Committee
in
1964.
His
professional
experience
includes
serving
as
an
auditor
at
KBC,
and
holding
similar
positions
at
Smart
Wood
Inc.,
and
Kyosei
Travel
Inc.
He
played
a
significant
rote
as
an
adviser
and
auditor
at
Toshi-Souken
Invest
Bank
Inc.,
and
served
as
an
executive
director
at
Takemoto
Co.,
Ltd.
He
has
been
actively
involved
in
various
roles,
such
as
managing
director
at
the
Southeast
Asia
Friendship
and
Cultural
Association,
founder
and chairman
of
the
International
VIP
Club,
deputy regional
director
for
The
Navigators
in
the
Southeast
Asia
region,
and
as
the
national
director
for
The
Navigators
Japan.
Mr.
Kazuo
Ichimura
is
a
member
of
the
Audit
Committee,
Remuneration
Committee
and
the
Related
Parties
Committee.
14

MOH
NIPPON
PLC
(FORMERLY
BOWEN
FINTECH
PLC)
-
COMPANY NUMBER
13349097
INDEPENDENT
AUDITORS
REPORT
TO
THE
MEMBERS
OF
MOH
NIPPON
PLC
(FORMERLY
BOWEN
FINTECH
PLC)
FOR THE
YEAR
ENDED
30 APRIL
2024
Opinion
We
have
audited the
financial
statements
of
Bowen
Fintech
Plc (the
'Company')
for
the
year
ended
30
April
2024
which
comprise
the
Statement
of
Comprehensive
Income,
the
Statement
of
Financial
Position,
the,
the
Statement
of
Changes
in
Equity,
the
Statement
of
Cash
Flows and
notes to
the
financial
statements,
including
a
summary
of
significant
accounting
policies. The
financial
reporting
framework
that
has
been applied
in
their
preparation
is
applicable
law
and
(JK-adopted
international
accounting
standards
CIAS').
In
our
opinion
the
financial
statements:
give
a
true
and
fair
view
of
the
state
of
the
Company's
affairs
as
at
30
April
2024
and
of
its
loss
for
the
year
then
ended;
have been
properly
prepared
in
accordance
with
UK-adopted
international
accounting
standards;
and
have been prepared
in
accordance
with the
requirements
of
the
Companies
Act
2006.
Basis
for
opinion
We
conducted
our
audit
in
accordance
with
International Standards
on
Auditing
(I-JK)
(ISAs
(I-JK))
and
applicable
law.
Our
responsibilities
under
those
standards
are
further
described
in
the Auditor's
responsibilities for
the
audit
of
the
financial
statements
section
of
our
report.
We
are
independent
of
the
Company
in
accordance
with
the
ethical
requirements
that
are
relevant
to
our
audit
of
the
financial
statements
in
the
UK,
including
the
FRC's
Ethical Standard
as
applied
to
listed
entities,
and
we
have
fulfilled
our
other
ethical
responsibilities
in
accordance
with
these
requirements.
We
believe that
the
audit
evidence
we
have
obtained
is
sufficient
and
appropriate
to
provide
a
basis
for
our
opinion.
Conclusions relating
to
going
concern
In
auditing
the
financial
statements,
we
have
concluded
that the
Directors'
use
of
the
going
concern
basis
of
accounting
in
the
preparation
of
the
financial
statements
is
appropriate.
Our
evaluation
of
the
Directors'
assessment
of
the
Company's
ability
to
continue
to
adopt
the
going
concern
basis
of
accounting
included
the
following
procedures:
The
going
concern
assessment
period used
by
the
Directors
was
at
least
12
months
from
the
date of
the
approval
of
the
financial
statements.
We
assessed the
appropriateness
of
the
approach,
assumptions
and
arithmetic
accuracy
of
the
model
used
by
management
when
performing
their
going
concern
assessment.
We
evaluated the
Directors'
assessment
of
the
Company's
ability
to
continue
as
a
going
concern.
In
testing
the
integrity
of
the
going
concern
model,
we
reviewed
and
challenged
the
underlying data
and
key
assumptions
used
to
make
the
assessment.
Additionally,
we
reviewed
and
considered
potential
downside
scenarios
and
the
resultant
impact
on
available
funds,
to
assess
the
reasonableness
of
economic
assum
ptions
on
the
Company's
liquidity
position.
Based
on
the work
we
have
performed,
we
have
not
identified
any
material
uncertainties
relating
to
events
or
conditions
that,
individually
or
collectively,
may
cast
significant
doubt
on
the
Company's
ability
to
continue
as
a
going
concern
for
a
period
of
at
least
twelve
months
from
when the
financial
statements
are
authorised
for
issue.
Our
responsibilities
and
the
responsibilities
of
the
Directors
with
respect to
going
concern
are
described
in
the
relevant
sections
of
this
report.
15

MOH
NIPPON
PLC
(FORMERLY
BOWEN
FINTECH
PLC)
-
COMPANY
NUMBER
13349097
INDEPENDENT
AUDITORS
REPORT
TO
THE
MEMBERS
OF
MOH
NIPPON
PLC
(FORMERLY
BOWEN
FINTECH
PLC)
FOR THE
YEAR
ENDED
30
APRIL 2024
Our
approach
to
the
audit
In
planning
our
audit,
we
determined materiality
and
assessed
the
risks
of
material
misstatement
in
the
financial
statements.
In
particular,
we
looked
at
where
the
Directors
made
subjective
judgements,
for
example
in
respect
of
significant
accounting
estimates. As
in
all
of
our
audits,
we
also
addressed
the
risk
of
management
override
of
internal
controls, including
evaluating
whether
there
was
evidence
of
bias
by
the
Directors
that
represented
a
risk
of
material
misstatement
due
to
fraud.
We
tailored
the
scope
of
our
audit
to
ensure
that
we
performed
sufficient
work
to
be able
to
issue
an
opinion
on
the
financial
statements
as a
whole,
taking
into
account
the
structure
of
the
Company,
the
accounting
processes
and
controls,
and
the
industry
in
which
it
operates.
Key
audit
matters
Key
audit
matters
are
those
matters
that,
in
our
professional
judgement,
were
of
most
significance
in
our
audit
of
the
financial
statements
of
the
current
period
and
include
the
most
significant
assessed
risks
of
material
misstatement
we
identified
(whether
or
not
due
to
fraud),
including
those
which
had
the
greatest
effect
on:
the
overall
audit
strategy;
the
allocation of
resources
in
the
audit;
and
directing
the
efforts
of
the
engagement team.
These
matters
were
addressed
in
the
context
of
our
audit
of
the
financial
statements
as
a
whole,
and
in
forming
our
opinion
thereon,
and
we
do
not
provide
a
separate
opinion
on
these
matters.
The
use
of
the
Going Concern
basis of
accounting
was
assessed
as
a
key
audit
matter
and
has already
been
covered
in
an
earlier
section
of
this
report.
The
other
key
audit
matter
identified
is
detailed
below:
Ke
audit
matter
Management
override of
controls
Management
override
of
controls
is
a
presumed
risk
of
fraud
under
the
International
Auditing
Standards.
Professional
standards
require
us
to
communicate
the
fraud
risk
from
management
override
of
controls
as
significant
because
management
is
typically
in
a
unique position
to
perpetrate
fraud
because
of
its
ability
to
manipulate
accounting
records
and
prepare
fraudulent
financial
statements
by
overriding
controls
that
otherwise
appear
to
be
operating
effectively.
Our application
of
materiality
How
our
work
addressed
this
matter
Our
audit
work
included:
Obtaining
a
list
of
manual
journals
entered
into
the
accounting
system
in
the
year
and
reviewing
a
sample
of
these
against
a
range
of
different
criteria.
Reviewing
post
year
end
journals
for
evidence
of
any
prior
year
transactions
not
included
within
the
financial
statements.
Reviewing
management
estimations,
judgements
and
significant
accounting
policies
for
undue
bias
in
the
financial
statements.
Develop
an
understanding
of
the
internal
financial
procedures,
systems
and
controls
in
place
across
the
Com
an
.
We
apply
the
concept
of
materiality
both
in
planning
and
performing
our
audit,
and
in
evaluating
the
effect
of
misstatements.
We
consider
materiality
to
be
the
magnitude
by
which
misstatements,
including
omissions,
could
influence
the
economic
decisions
of
reasonable
users
that
are
taken
on
the
basis
of
the
financial
statements.
16

MOH
NIPPON
PLC
(FORMERLY
BOWEN
FINTECH
PLC)
-
COMPANY
NUMBER
13349097
INDEPENDENT AUDITORS
REPORT
TO
THE
MEMBERS
OF
MOH
NIPPON
PLC
(FORMERLY
BOWEN
FINTECH
PLC)
FOR THE
YEAR
ENDED
30
APRIL
2024
In
order
to
reduce
to
an
appropriately
low
level
the
probability that
any
misstatements
exceed
materiality,
we
use
a
lower
materiality
ievel,
performance
materiality,
to
determine
the
extent
of
testing
needed.
Importantly,
misstatements
below
these
levels
will
not
necessarily
be
evaluated
as
immaterial
as
we
also
take
account
of
the
nature
of
identified
misstatements,
and
the
particular
circumstances
of
their
occurrence,
when
evaluating
their
effect
on
the
financial
statements
as
a
whole.
We
consider
loss
before
tax
to
be
the
most
significant
determinant
of
the
Company's
financiai
performance
used
by the
users
of
the
financial
statements.
We
have based
materiality
for
the
Company
on
5%
of
loss
before
tax.
Overall
materiality
for
the
Company
was
therefore
set
at
€10,600.
Performance
materiality
was
set at
a
threshold
between
50%
and
80%
of
materiality
depending
on
the
determined
audit
risk
of
the
financial
statement
area
in
question.
Significant
audit
risk
areas
(management
override)
were
audited
to
a
50%
performance
materiality
threshold
with
remaining
areas
subject
to
a
80%
performance
materiality
threshold.
We
agreed
with the Audit
Committee
that
we
would
report
on
all
differences
in
excess
of
5%
of
materiality
relating
to
the
financial
statements.
We
also
report
to
the
Audit
Committee
on
financial
statement
disclosure
matters
identified
when
assessing
the
overall
consistency
and
presentation
of
the
financial
statements.
Other
information
The
other
information
comprises the
information
included
in
the
annual
report,
other
than
the
financial
statements
and
our
Auditor's
Report
thereon.
The
Directors
are
responsible
for
the
other
information
contained
within
the
annual
report.
Our
opinion
on
the
financial
statements
does
not
cover
the other
information and,
except
to
the
extent
otherwise
explicitly
stated
in
our
report,
we
do
not
express
any
form
of
assurance
conclusion thereon.
In
connection
with
our
audit
of
the
financiai
statements,
our
responsibility
is
to
read
the other
information
and,
in
doing
so,
consider
whether the
other
information
is
materially
inconsistent
with
the
financial
statements
or
our
knowledge
obtained
in
the
audit
or
otherwise
appears
to
be
materially
misstated.
If
we
identify
such material
inconsistencies
or
apparent
materiai
misstatements,
we
are
required
to
determine
whether
there
is
a
material
misstatement
in
the
financial
statements
or
a
material
misstatement
of
the
other
information.
If,
based
on
the
work
we
have performed,
we
conclude
that
there
is
a
material
misstatement
of
this
other information,
we
are
required
to
report
that fact.
We
have
nothing
to
report
in
this regard.
Opinions
on
other
matters
prescribed
by
the
Companies
Act
2006
In
our
opinion,
based
on
the
work
undertaken
in
the
course
of
the
audit:
the
information
given
in
the
Strategic
Report
and
the
Directors'
Report
for
the
financial
year
for
which
the
financial
statements
are
prepared
is
consistent
with
the
financial
statements;
and
the
Strategic
Report
and
the
Directors'
Report
have been prepared
in
accordance
with
applicable
legal
requirements.
the
part
of
the
Directors'
Remuneration
Report
to
be
audited
has
been
properly
prepared
in
accordance
with
the
Companies
Act 2006.
17

MOH
NIPPON
PLC
(FORMERLY
BOWEN
FINTECH
PLC)
-
COMPANY
NUMBER
13349097
INDEPENDENT AUDITORS
REPORT
TO
THE
MEMBERS
OF
MOH
NIPPON
PLC
(FORMERLY
BOWEN
FINTECH
PLC)
FOR
THE
YEAR
ENDED
30
APRIL
2024
Matters
on
which
we
are
required
to
report
by
exception
In
the
light
of
the
knowledge
and
understanding
of
the
Company
and
its
environment
obtained
in
the
course
of
the
audit,
we
have
not
identified
material
misstatements
in
the
Strategic
Report,
the
Directors'
Report
or
the
Directors'
Remuneration
Report.
We
have
nothing
to
report
in
respect
of
the following
matters
in
relation
to
which
the
Companies
Act
2006
requires
us
to
report
to
you
if,
in
our
opinion:
adequate
accounting
records
have
not
been
kept
by
the
Company,
or
returns
adequate
for
our
audit
have
not
been
received
from
branches
not
visited
by
us;
or
the
Company
financial
statements
are
not
in
agreement
with
the
accounting
records
and
returns;
or
certain
disclosures
of directors'
remuneration
specified
by
law
are
not
made;
or
we
have
not
received
all
the information
and
explanations
we
require
for
our
audit.
Responsibilities
of
Directors
As
explained
more
fully
in
the
Directors' responsibilities
statement
set
out
on
page
10
the
Directors
are
responsible
for
the
preparation
of
the
financial
statements
and
for
being
satisfied that
they
give
a
true
and
fair
view,
and
for
such
internal
control
as
the
Directors
determine
is
necessary
to
enable
the
preparation
of
financial
statements
that
are
free
from
material
misstatement,
whether
due
to
fraud
or
error.
In
preparing
the
financial
statements,
the
Directors
are
responsible
for
assessing
the
Company's
ability
to
continue
as a
going
concern,
disclosing,
as
applicable,
matters
related
to
going
concern
and
using
the
going
concern
basis
of
accounting
unless
the
Directors
either
intend
to
liquidate
the
company
or
to
cease
operations,
or
have
no
realistic alternative
but
to
do
so.
Those
charged
with
governance
are
responsible
for
overseeing
the
Company's
financial
reporting
process.
Auditor's
responsibilities
for
the
audit
of
the
financial
statements
Our
objectives
are
to
obtain
reasonable
assurance
about
whether
the
financial
statements
as
a
whole
are
free
from
material
misstatement,
whether
due
to
fraud
or
error,
and
to
issue
our
opinion
in
an
auditor's
report.
Reasonable
assurance
is
a
high level
of
assurance,
but
does
not
guarantee
that
an
audit
conducted
in
accordance
with
ISAs
(I-JK)
will
always
detect
a
material
misstatement
when
it
exists.
Misstatements
can
arise
from
fraud
or
error
and
are
considered
material
if,
individually
or
in
aggregate,
they
could
reasonably
be
expected
to
influence
the
economic
decisions
of
users
taken
on
the
basis
of
the
financial
statements.
Irregularities,
including
fraud,
are
instances
of
non-compliance
with
laws
and
regulations.
We
design
procedures
in
line
with
our
responsibilities,
outlined above,
to
detect
material
misstatements
in
respect
of
irregularities,
including fraud. The
extent
to
which
our
procedures
are
capable
of
detecting
irregularities,
including
fraud,
is
detailed
below:
enquiries
of
management,
including
obtaining
and
reviewing
supporting
documentation
concerning
the
Company's
policies
and
procedures
relating
to;
identifying,
evaluating
and
complying with
laws
and regulations and
whether
they
were
aware
of
any
instances
of
non-compliance;
detecting
to
and
responding
to
the
risks
of
fraud
and
whether
they
have
knowledge
of
any
actual,
18

MOH
NIPPON
PLC
(FORMERLY
BOWEN
FINTECH
PLC)
-
COMPANY
NUMBER
13349097
INDEPENDENT
AUDITORS
REPORT
TO THE
MEMBERS
OF
MOH
NIPPON
PLC
(FORMERLY
BOWEN
FINTECH
PLC)
FOR THE
YEAR
ENDED
30 APRIL 2024
suspected
or
alleged
fraud;
and
discussions
amongst
the
engagement team
regarding
how
and
where
fraud
might
occur
in
the
financial
statements
and
any
potential
indicators
of
fraud.
We
also
obtained
an
understanding
of
the
legal
and
regulatory
framework
within
which
the
Company
operates,
focusing
on
provisions
of
those
laws and
regulations
that
had
a
direct
effect
on
the determination
of
material
amounts
and
disclosures
included
within
the
financial
statements.
The
key laws
and
regulations
we
considered
in
this
context
included
the
UK
Companies
Act
and
IAS.
In
addition,
we
considered
provisions
of
other
laws and
regulations that do
not
have
a
direct effect
on
the
financial
statements
but
compliance
with
which
may
be
fundamental
to
the
Company
and
the
Company's
ability
to
operate
or
to
avoid
a
material penalty.
These included health
and
safety
regulations,
employment
iaw,
data
protection
regulations
and
general
trading
laws
in
the
UK.
As
a
result
of
these
procedures
we
consider
the
particular
area
that
was
susceptible
to
misstatement
due
to
fraud
was
in
respect
of
management
override
of
controls.
Our
procedures
to
respond
to
these
risks
identified
included
the
following:
reviewing
the
financial
statement
disclosures
and
testing
these
to
supporting
documentation
to
assess
compliance
with
provisions
of
relevant
laws
and
regulations
described
as
having
a
direct
effect
on
the
financial
statements;
enquiring with
management
concerning
actual
and
potential
litigation
ciaims;
performing
analytical
procedures
to
identify
any
unusual
or
unexpected relationships that
may
indicate
risks
of
material
misstatement due
to
fraud;
agreeing
investment
and
intangibie
valuations
to
supporting
documentation
and
recalculating;
reviewing
management
impairment
assessments
and
challenging
assumptions made
to
ensure
valuations
of
intangibles
and
investments
are
reasonable;
reviewing
board
minutes
and legal
and
professional
fees
during
the
year
and
any
subsequent
to
the
year
end
to
identify
any
potential
litigation
not
previously
disclosed;
in
addressing
the
risk
of
fraud
through
management
override
of
controls,
testing
the
appropriateness
of
journal
entries
and
other
adjustments
for
evidence
of
management
override/bias
and
agreeing
these
to
supporting
documentation;
and
assessing
whether
the
judgements
made
in
making
accounting
estimates
are
indicative
of
a
potential
bias
and
evaluating
the
rationale
of
any
significant
transactions that
are
deemed
unusual
or
outside
of
the
normal
course
of
the
Company's
operations.
Because
of
the
inherent
limitations of
an
audit,
there
is
a
risk
that
we
will
not
detect
all
irregularities,
including
those leading
to
a
material
misstatement
in
the
financial
statements
or
non-compliance
with
regulation.
This
risk
increases
the
more
that
compliance
with
a
law
or
regulation
is
removed
from
the
events
and
transactions
reflected
in
the
financial
statements,
as
we
will
be
less
likely
to
become
aware
of
instances
of
non-
compliance.
The
risk
is
also
greater
regarding
irregularities
occurring
due
to
fraud rather
than
error, as
fraud
involves
intentional
concealment,
forgery,
collusion,
omission
or
misrepresentation.
A
further
description
of
our
responsibilities
for
the
audit
of
the
financial
statements
is
located
on
the
Financial
Reporting
Council's
website
at:
www.frc.org.uk/auditorsresponsibilities.
This
description
forms
part
of
our
Auditor's
Report.
19

MOH
NIPPON
PLC
(FORMERLY
BOWEN
FINTECH
PLC)
-
COMPANY
NUMBER
13349097
INDEPENDENT
AUDITORS
REPORT
TO
THE
MEMBERS
OF
MOH
NIPPON
PLC
(FORMERLY
BOWEN
FINTECH
PLC)
FOR
THE
YEAR
ENDED 30
APRIL
2024
Other
matters
which
we
are
required
to
address
We
were
appointed
on
20
June
2024
and this
is
the
first
year
oi
our
engagement
as
auditors
for
the
Cornnany.
We
confirm that
we
are
independent
of
the
Company
and
have
not
provided
any
prohibited non-audit
services,
as
defined
by the
Ethical
Standard issued
by the
Financial Reporting
Council
as
applied
to
listed
public
interest
entities,
and
we
have
fulfilled
our
ethicai
responsibilities
in
accordance
with
these
requirements.
Our
audit
report
is
consistent
with
our
additional
report
to
the
Audit
Committee
explaining the
results
of
our
audit.
use
of
our
report
This
report
is
made
solely
to
the
Company's
members,
as
a
body,
in
accordance
with
Chapter
3
of
Part
16
of
the
Companies
Act
2006.
Our
audit
work
has
been undertaken
so
that
we
might
state to
the
Company's
members
those
matters
we
are
required
to state to
them
in
an
auditor's
report
and
for
no
other
purpose.
To
the
fullest
extent
permitted
by
law,
we
do
not
accept
or
assume
responsibility
to
anyone
other
than
the
Company
and
the
Company's
members,
as
a
body,
for
our
audit
work,
for
this
report,
or
for
the
opinions
we
have formed.
For
and
on
behalf
of
RPG
Crouch
Chapman
LLP
Chartered
Accountants
Registered
Auditor
40
Gracechurch
Street
London,
EC3V
OBT
Date:
22
August
2024
20

Note
13
3
4
9
12
All
amounts
shown
above
are
derived
from
continuing
operations.
MOH
NIPPON
PLC
(FORMERLY
BOWEN
FINTECH
PLC)
-
FINANCIAL
STATEMENTS
STATEMENT
OF
COMPREHENSIVE
INCOME
FOR THE
YEAR
ENDED
30 APRIL
2024
Administrative
expenses
Share-based
payment
charge
Loss
from
operations
Reverse acquisition
costs
Loss
before
taxation
Income
tax
Loss
for
the period
and
total comprehensive
loss
for
the period
Basic
and Diluted
loss
per
share
For
the
year
ending
30
April
2024
f.
(162,660)
(162,660)
(50,738)
(213,398)
(213,398)
(0.004)
For
the
year
ending
30
April
2023
(160,125)
(88,050)
(248,175)
(248,175)
(248,175)
(0.008)
The
notes
on
page
25
to
35
form
an
integral
part
of
these
Financial
Statements.
21

MOH
NIPPON
PLC
(FORMERLY
BOWEN
FINTECH
PLC)
-
STATEMENT
OF FINANCIAL
POSITION
AS
AT
30
APRIL 2024
ASSETS
Current
assets
Cash
and
cash equivalents
Prepayments
and
other
receivables
Total
assets
LIABILITIES
Current
Liabilities
Trade
and
other
payables
Total
Liabilities
Net
assets
EQUITY
Equity
attributable
to
owners
Ordinary
Share
capital
Share
premium
Warrant
reserve
Retained
losses
Total
equity
FINANCIAL
STATEMENTS
Note
6
7
8
10
11
13
As
at
30
April
2024
1,497,177
24,656
1,521,833
(58,289)
(58,289)
1,463,544
550,000
1,352,043
88,050
(526,549)
1,463,544
As
at
30
April
2023
1,730,544
9,167
1,739,711
(62,769)
(62,769)
1,676,942
550,000
1,352,043
88,050
(313,151)
1,676,942
The
notes
on
page
25
to
35
form
an
integral
part
of
these
Financial
Statements.
The
financial
statements
were
approved
and
authorised
for
issue
by the
board
on
22
August
2024
and
were
signed
on
its
behalf
by:
Aamir
Ali
Quraishi
—
Non-Executive Chairman
22

MOH NIPPON
PLC
(FORMERLY
BOWEN
FINTECH
PLC)
-
STATEMENT
OF
CHANGES
IN
EQUITY
FOR THE
YEAR
ENDED
30 APRIL
2024
loss for
FINANCIAL
STATEMENTS
Share
As
at
1
May
2022
Comprehensive
loss for
the
period
Loss
for
the
period
Total
comprehensive
loss for
the
period
Transactions
with
owners
Issue
of
ordinary
shares
Cost
of
share
issue
Share-based
payments
Total
transactions
with
shareholders
As
at
30
April
2023
Comprehensive
loss
period
Loss
for
the
period
Total
comprehensive
the
period
As
at
30
April
2024
for
the
Ordinary
share
capital
50,000
500,000
500,000
550,000
550,000
premium
(147,957)
1,352,043
1,352,043
1,352,043
Warrant
Reserve
88,050
88,050
88,050
88,050
Retained
losses
(64,976)
(248,175)
(248,175)
(313,151)
(213,398)
(213,398)
(526,549)
Total
equity
(14,976)
(248,175)
(248,175)
(147,957)
88,050
1,676,942
(213,398)
(213,398)
1,463,544
The
notes
on
page
25
to
35
form
an
integral
part
of
these
Financial
Statements.
23

MOH
NIPPON
PLC
(FORMERLY
BOWEN
FINTECH
PLC)
-
FINANCIAL
STATEMENTS
STATEMENT
OF CASHFLOWS
FOR
THE
YEAR
ENDED
30
APRIL
2024
Year
ended
30
April
2024
Cash
flows
from
operating
activities
Loss
before
income
tax
(213,398)
Adjustments
for:
Share-based
payment
charge
Increase
in
prepayments
other
receivables
(15,489)
(Decrease)/increase
in
trade
and
other
payables
(4,480)
Net
cash
outflows
from
operating
activities
(233,367)
Cash
flows
from
financing
activities
Cash
received
from
issue
of
Ordinary
Shares
Issue
costs
settled
during
the
period
Repayment
of
Director's
loan
Net
cash
inflows
from
financing
activities
Net
(decrease)/increase
in cash and cash
equivalents
(233,367)
Opening
balance
of
cash
and
cash
equivalents
1,
730,544
Closing
balance
of
cash
and cash
equivalents
1,497,177
The
notes
on
page
25
to
35
form
an
integral
part
of
these
Financial
Statements.
24
Year
ended
30
April
2023
(248,175)
88,050
(9,167)
53,769
(115,523)
(147,957)
(15,439)
1,721,081
9,463
1,730,544

MOH
NIPPON
PLC
(FORMERLY
BOWEN
FINTECH
PLC)
-
FINANCIAL
STATEMENTS
NOTES TO
THE
FINANCIAL
STATEMENTS
FOR THE
YEAR
ENDED
30
APRIL
2024
1
Corporate
information
The
Company
was
incorporated
on
21
April
2021
in
England
and
Wales
as
a
public
company,
limited
by shares
and
with Registered
Number
13349097
under
the
Companies
Act
2006.
The
Company's
registered
office
address
is
located
at
71-75
Shelton
Street,
Covent Garden, London,
United
Kingdom,
WC2H
9JQ.
The Financial
Statements
as
at
and
for
the
year
ended
30
April
2024
are
available
at
www.mohnippon.com
2
Accounting policies
Basis
of
Preparation
The
audited
annual Financial
Statements
of
the
Company
have been
prepared
on
a
historical
cost
basis,
as
modified
by
the
revaluation
of financial
instruments
measured
at
fair
value
through
profit
or
loss,
or
otherwise
required
under
'AS.
The
Financial
Statements have
been
prepared
in
accordance
with
UK-adopted
international
accounting
standards
("IAS")
and
the
requirements
of
the
Companies
Act 2006.
During
the
period
under
review,
the
Company
was
not
engaged
in
any
activities
other
than
those
which
are
required
in
connection
with
the
selection,
structuring
and
completion
of
an
acquisition
in
a
target
business.
The
Financial
Statements
are
presented
in
Sterling
("E"),
which
is
the
Company's
functional
and
presentational
currency,
rounded
to
the
nearest
pound
except
where
specified.
The
Company
had
no
operations
and
therefore
no
segmental
information
is
presented.
The
following
accounting
policies
have
been applied
consistently
in
dealing
with
items which
are
considered
material
in
relation
to
the
Company's
Financial
Statements.
Going
concern
basis
of
preparation
The
Company's
Financial
Statements
have
been
prepared
on
a
going
concern
basis,
which
assumes
that
the
Company
will
continue
in
operational
existence
for
the
foreseeable
future.
In
undertaking
this
assessment,
the
Directors reviewed
working
capital
forecasts
for
a
minimum
of
12
months
from
the date
of
the
approval
of
these
Financial
Statements.
The
Company
has
based
the
going
concern
on
the
assumption
that
the
existing
cash,
including
the
amounts
available
after
the
acquisition
and
re-admission
are
sufficient
to
meet
the
working
capital
requirements
of
the
Company
for
the
foreseeable
future
as
the
Company.
The
Company
raised
gross
proceeds
of
€2
million
from
equity
fundraising
on
31 October
2022.
At
30
April
2024
the
Company
had
a
cash balance
of
El.5
million,
and
a
cash
balance
of
f 1.15
million
at
the
date
of
these
financial
statements.
As
a
result,
the
Directors
believe
that
the
going
concern
assumption
is
appropriate.
Any
potential future
cash
requirement
will
be
funded
using
through
the
issue
of
new
equity
or
debt.
25

MOH
NIPPON
PLC
(FORMERLY
BOWEN
FINTECH
PLC)
-
FINANCIAL
STATEMENTS
NOTES TO THE
FINANCIAL
STATEMENTS
FOR THE
YEAR
ENDED
30 APRIL
2024
Standards
and
interpretations
issued
but
not yet
applied
Certain
new
accounting
standards
and
interpretations
have been
published
that
are
not
mandatory
and have
not
yet
been
adopted
by
the
Company.
Effective
for
annual
reporting
periods
commencing
on or
after
1
January
2024:
e
IFRS
16
Leases
(Amendment— Liability
in
a
Sale
and
Leaseback)
o
IAS
1
Presentation
of
Financial
Statements
(Amendment
—
Non-current
Liabilities
with
Covenants)
Supplier finance
arrangements
—
Amendments
to
IAS 7
and
IAS
7
In
June
2023,
the
International
Sustainability Standards Board
(ISSB)
issued
its
first
two
standards
which
are
effective
for
annual
reporting
periods
commencing
on
or
after
1
January
2024:
e
IAS Sl:
General
requirements
for
disclosure
of
sustainability-related financial
information
o
IAS S2:
Climate-related
disclosures
The
following
new
standards
and
amendments
are
effective for
annual
reporting
periods
commencing
on or
after
1st
January
2025:
o
Amendments
to
IAS
21
to
clarify
the
accounting
when there
is
a
lack
of
exchangeability
The
following
new
standards
and
amendments
are
effective for
annual
reporting
periods
commencing
on or
after
1st
January
2027:
e
IFRS 18
Presentation
and
disclosure
in
financial
statements
•
IFRS 19
Subsidiaries
without
Public
Accountability:
Disclosures
The
Company
will
continue
to
assess
any
impact
on
the
Company
from
the adoption
of
these
amendments.
It
is
not
anticipated
that
any
of
these
will
have
a
material
impact
on
the
Company's
Financial
Statements.
Financial
assets
Financial
assets
and
financial
liabilities
are
recognised
when the
Company
becomes
a
party to
the
contractual
provisions
of
a
financial
instrument.
Financial
assets
and
financial
liabilities
are
initially measured
at
fair
value.
Transaction
costs
that
are
directly
attributable
to
the
acquisition
or
issue
of
financial
assets
and
financial
liabilities
(other
than
financial
assets
and
financial
liabilities
at
fair
value
through
profit
or
loss)
are
added
to
or
deducted from
the fair
value
of
the
financial
assets
or
financial
liabilities,
as
appropriate,
on
initial
recognition.
Transaction
costs
directly
attributable
to
the
acquisition
of
financial
assets
or
financial
liabilities
at
fair
value
through
profit
or
loss
are
recognised
immediately
in
profit
or
loss.
Financial
assets
and
financial
liabilities
are
offset
if
there
is
a
legally
enforceable
right
to
offset the
recognised
amounts
and
interests and
it
is
intended
to
settle
on
a
net
basis. Cash
comprises
cash
in
hand and
on
demand
deposits.
Cash
equivalents
are
short-term,
highly liquid
investments
that
are
readily convertible
to
known
amounts
of
cash
and
that
are
subject
to
an
insignificant
risk
of
changes
in
value
with
maturities
of
three
months
or
less.
26

MOH
NIPPON
PLC
(FORMERLY
BOWEN
FINTECH
PLC)
-
FINANCIAL
STATEMENTS
NOTES TO THE
FINANCIAL
STATEMENTS
FOR
THE
YEAR
ENDED
30
APRIL 2024
Financial
liabilities
The
Company's
financial liabilities
include
borrowings, trade
and
other
payables. The
Company
does
not
at
the
end
of
the
reporting
period
have
any
financial
liabilities
measured
at
fair
value
through profit
or
loss,
therefore
all
financiai liabilities
are
initially
measured
at
fair
value,
net
of
transaction
costs,
and
are
subsequently
measured
at
amortised
cost.
The
Company
recognises
an
equity
instrument
on any
contract
that
evidences
a
residual
interest
in
the
assets
of
the
Company.
Income
tax
Income
tax
for
the
year
comprises
current
tax
and
movements
in
deferred
tax
assets
and
liabilities.
Current
tax
and
movements
in
deferred
tax
assets
and
liabilities
are
recognised
in
profit
or
loss
except
to
the
extent
that
they
relate
to
items
recognised
in
other
comprehensive
income
or
directly
in
equity,
in
which
case
the
relevant
amounts
of
tax
are
recognised
in
other
comprehensive
income
or
directly
in
equity,
respectively.
Current
tax
is
the
expected
tax
payable
on
the
taxable
income
for
the
year,
using
tax
rates
enacted
or
substantively
enacted
at
the
end
of
the
reporting
period,
and
any
adjustment
to
tax
payable
in
respect
of
previous
years.
Deferred
tax
assets
and
liabilities
arise
from
deductible
and
taxable
temporary
differences
respectively,
being
the
differences
between
the
carrying
amounts
of
assets
and
liabilities
for
financial
reporting
purposes
and
their
tax
bases.
Deferred
tax
assets
also
arise
from unused
tax
losses and
unused
tax
credits.
Current
tax
balances
and
deferred
tax
balances,
and
movements
therein,
are
presented
separately
from
each
other
and
are
not
offset.
Current
tax
assets
are
offset
against
current
tax
liabilities, and
deferred
tax
assets
against
deferred
tax
liabilities, if
the
Company
has
the
legally
enforceable
right
to
offset
current
tax
assets
against
current
tax
liabilities
and
the
following
additional
conditions
are
met:
in
the
case
of
current
tax
assets
and
liabilities,
the
Company
either
to
settle
on
a
net
basis,
or
to
realise
the
asset
and settle
the
liability
simultaneously;
or
in
the
case
of
deferred
tax
assets
and
liabilities, if
they
relate
to
income
taxes
levied
by
the
same
taxation
authority
on
either:
the
same
taxable
entity;
or
different
taxable
entities
which,
in
each
future
period
in
which
significant
amounts
of deferred
tax
iiabilities
or
assets
are
expected
to
be
settled
or
recovered
intend
to
realise
the
current
tax
assets
and
settle
the
current
tax
liabilities
on
a
net
basis
or
realise
and
settle
simultaneously.
Earnings
per
Ordinary
Share
The
Company
presents
basic and
diluted
earnings
per
share
data
for
its
Ordinary
Shares.
Basic
earnings
per
Ordinary
Share
is
calculated by
dividing
the
profit
or
loss
attributable
to
shareholders
by
the
weighted
average
number
of
Ordinary
Shares
outstanding
during
the
period. Diluted
earnings
per
Ordinary
Share
is
calculated
by
adjusting
the
earnings
and
number
of
Ordinary
Shares
for
the
effects
of
dilutive
potential
Ordinary
Shares.
Warrant
reserve
The
warrant
reserve
represents
the
cumulative
charge
to
the
statement
of
comprehensive
income,
from
the
fair
valuation
of
share
warrants
issued
to
the
holders
of
warrants.
Share
capital
and
reserves
Ordinary Shares
are
classified
as
equity.
Equity
represents
the
residual
interest
in
the
assets
of
the
Company
after
deducting
all
of
its
liabilities.
On
31
October
2022
the
Company
had
issued
shares
with
a
nominal
value
of
EO.OI
at
a
price
of
EO.04
and
the
excess
of
share
price
above
the
nominal
value
is
reported
as
Share
Premium.
27

MOH
NIPPON
PLC
(FORMERLY
BOWEN
FINTECH
PLC)
-
FINANCIAL STATEMENTS
NOTES TO
THE
FINANCIAL
STATEMENTS
FOR THE
YEAR
ENDED
30
APRIL
2024
Equity
Equity
is
classified
according
to
the
substance
of
the
contractual
arrangements
entered
into.
An
equity
instrument
is
any
contract
that
evidences
a
residual
interest
in
the
assets
of
the
Company
after
deducting
all
of
its
liabilities.
Equity
is
recorded
at
the
amount
of
proceeds
received,
net
of
issue
costs.
Share issue
costs
Share
issue
costs
have been incurred
in
relation
to
the
issue
of
the
Ordinary
Shares and
warrants.
Share
issue
costs
are
apportioned
to
shares
and
warrants
in
proportion
of
gross
proceeds
of
the
issue.
As
there
were no
proceeds
from
the
issue
of
warrants,
all
share
issue
costs
were
allocated
against
Share
Premium
Reserve.
Share-based
payments
(equity
settled)
The
grant
of
the
warrants
is
recognised
as
equity-settled
share-based
payments
under
IFRS
2.
Services
received
in
exchange
for
the
grant
of
any
share-based
payments
are
measured
by reference
to
the fair
value
of
the
instruments
at
the
grant
date
using
the
Black
Scholes
Option
pricing
model.
Share-based
payments
are
recognised
as
an
expense
in
the
Statement
of
Comprehensive
Income.
Critical
accounting estimates
and
judgements
in
preparing
the
Company
Financial
Statements,
the
Directors
are
required
to
make
judgements
on
how
to
apply
the
Company's
accounting
policies
and
make
estimates
about
the future.
The
scope
for
critical
judgements
or
estimates
relevant
to
the
year
under
review
has
been
limited
to
the
below:
Transaction
costs
The
Company
has
incurred
legal and
professional
fees
towards
services
relating
to
the
acquisition
of
MOH
and
re-admission
of
the enlarged
share
capital
of
the
Company
to
the
Main
Market
of
the
London
Stock Exchange.
The
Company
has
estimated
the
transaction
costs
to
be
accrued
and
applied
judgement
in
determining
that
the
costs
accrued
to
the
year-end
relate
to
the
acquisition
of
MOH
and
expensed
them.
Warrants
During
the
prior
year,
the
Company
issued share
warrants
to
founders
and
brokers.
Judgement
was
exercised
in
determining
the
treatment
of
the share
warrants
under
IFRS 2
as
equity-settled
share-based
payments.
IFRS
2
requires
an
expense
to
be recognised
at
the
grant
date
fair
value,
with
a
corresponding
increase
in
equity
over
the
vesting
period. The
Company
determined
that
the
grant
date
and
the
vesting
date
of
the
shares
was
immediate
on
issue
and
therefore the
fair
value
of
the
shares
as
at
that
date
was
recognised
in
full
in
the
Statement
of
Comprehensive
Income
as
a
share-based
payment
charge,
in
the
prior
year.
The
balance
shown
in
the
warrant
reserve
represents
management's
estimate
of
the
value
of
the
warrants
to
be
exercised
as
at
the
reporting date.
See
note
13
and
20
for
further
disclosures
relating
to
these
warrants.
28

MOH
NIPPON
PLC
(FORMERLY
BOWEN
FINTECH
PLC)
-
FINANCIAL STATEMENTS
NOTES TO
THE
FINANCIAL
STATEMENTS
FOR THE
YEAR
ENDED
30 APRIL
2024
3
Operating
loss
Operating
loss
is
stated
after
charging:
For
year
ended
30
April
2024
56,000
Directors'
fees
Personnel
and
consultant
costs
Legal
Costs
Professional
and
other
costs
100,541
Listing
expenses
11,202
Provision
for
other
receivables
(36,410)
Share-based
payment
charge
Auditor's
remuneration
—
audit
services
25,000
Auditor's
remuneration
—
other
services
Other
business
expenses
6,327
For
year
ended
30
April
2023
24,000
614
3,038
42,511
16,552
36,410
88,050
25,000
8,000
6,353
There
were
no
staff
costs
as
no
staff
were
employed
by
the
Company
during
the
year
ended
30
April
2024
(2023: none).
4
Reverse
acquisition
costs
Legal
costs
Professional
fees
Other
costs
5
Directors'
remuneration
Directors'
fees
Share-based
payments
For
year
ended
30
April
2024
15,000
30,000
5,738
50,738
For
year
ended
30
April
2024
56,000
56,000
For
year
ended
30
April
2023
For
year
ended
30
April
2023
24,000
48,000
72,000
The
Directors
are
regarded
as
the
key
management
personnel.
Further
details
on
Directors'
remuneration
are
included
in
the
Directors'
remuneration
report.
6 Cash and cash
equivalents
Cash
and
cash
equivalents
29
30
April
2024
1,497,177
30
April
2023
1,730,544

MOH NIPPON
PLC
(FORMERLY
BOWEN
FINTECH
PLC)
-
NOTES TO
THE
FINANCIAL
STATEMENTS
FOR
THE
YEAR
ENDED
30 APRIL
2024
7
Prepayments
and
other
receivables
Prepayments
VAT receivable
Other
receivables
8
Trade
and
other
payables
Trade
payables
Commissions
due
on
fundraising
Accruals
9
Taxation
FINANCIAL
STATEMENTS
30
April
2024
9,600
9,610
5,446
24,656
30
April
2024
1,387
3,000
53,902
58,289
30
April
2023
9,167
9,167
30
April
2023
1,455
21,000
40,314
62,769
a)
b)
Income
tax
in
the
statement
of
comprehensive
income:
No
provision
has
been
made
for
Corporation
Tax
as
the
Company
did
not
earn
any
profit subject
to
tax
for
the
year
ended
30
April
2024
(2023:
ENil).
There
is
no
liability
in
the
statement
of
financial
position.
Reconciliation
between
tax
expense
and
accounting
loss
at
the
applicable
tax
rates:
Loss
before
taxation
Notional
tax
on
loss
before
taxation
at
19%
(2023:19%)
Tax
effect
of
non-deductible
expenses
Tax
effect
of
deferred
tax
credit
not
recognised
on
unutilised
tax
losses
and
share
based
payments
Tax charge
for
the
year
Year
to
30
April
2024
(213,397)
(40,545)
8,549
31,996
Year
to
30
April
2023
(248,175)
(47,153)
23,732
23,421
The
Company
has
tax
losses
carried
forward
of
approximately
E315,000
(2023:
E146,711)
against
which
the
Company
has
not
recognised
a
deferred
tax
asset.
30

MOH
NIPPON
PLC
(FORMERLY
BOWEN
FINTECH
PLC)
-
FINANCIAL
STATEMENTS
NOTES
TO THE
FINANCIAL STATEMENTS
FOR THE
YEAR
ENDED
30 APRIL
2024
10
Share
capital
30
April
2024
30
April
2023
No.
of
shares
Ordinary
Shares,
nominal
value
of
EO.OI
Ordinary shares
No
new
shares
were
issued
during
the
year.
550,000
550,000
No.
of
shares
55,000,000
550,000
550,000
During
the
prior
period,
the
Company
completed
the
placing
of
50,000,000
shares
of
the
Company
at
a
price
of
EO.04
per
share.
In
October
2022
55,000,000
of
the
Company's
Ordinary
Shares
were
admitted
to
trading
on
the
London
Stock
Exchange's
Main
Market
for
Listed
Securities
("LSE"),
which included
5,000,000
Ordinary
Shares issued
on
incorporation,
all
of
which have
been
fully
paid
up.
11
Share
Premium
1
May
2022
Ordinary
Shares,
nominal
value
of
EO.OI
Movement
in
the
year
2022-23
Issue
of
Ordinary
Shares,
premium
of
EO.03
Share
issue
costs
capitalised
in
the
prior
year
30
April
2023
30
April
2024
There
was
no
movement
in
share
premium
during
the
year.
31
No.
of
shares
55,000,000
E
(147,957)
1,352,043
1,352,043

MOH
NIPPON
PLC
(FORMERLY
BOWEN
FINTECH
PLC)
-
FINANCIAL
STATEMENTS
NOTES TO THE
FINANCIAL
STATEMENTS
FOR THE
YEAR
ENDED
30
APRIL
2024
12
Loss
per
Share
The
calculation
of
basic
and
diluted
earnings
per
share has
been based
on
the
following
ioss
attributable
to
shareholders
and
weighted-average
number
of
Ordinary
Shares outstanding
at
the
year
end.
Basic and
Diluted
Loss
for
the
period
Weighted
average
number
of
shares
Loss
per
share
30
April
2024E
(198,397)
(0.004)
30
April
2023
(248,175)
(0.008)
For
the
year
ended
April
2024,
the
weighted
average
number
of
Ordinary
Shares
for
the
purpose
of
calculating
the
basic
and
diluted
loss
per
share
is
determined
by reference
to
the
55,000,000
Ordinary
Shares
outstanding
at
1
May
2023.
On
31
October
2022,
the
Company
issued
8,575,000
share
warrants
with
future
dilutive potential,
but
these
have
not
been included
in
the
computation
of
diluted
loss
per
share
as
the
warrants
are
deemed
anti-dilutive
making
the
diluted
loss
per
share
equal
to
the
basic
loss
per
share.
13
Share-based
payments
charge
and
warrant
reserve
In
the
prior
year,
the
Company
granted
8,000,000
warrants
to
founders
and
575,000
warrants
to
its
broker.
The
fair
value
of
the
warrants
was
calculated
using
the
Black
Scholes
pricing
model
and
was
determined
to
be
EO.014
for
warrants
exercisable
at
EO.04
per
share
and
EO.006
for
warrants
exercisable
at
EO.08
per
share.
The
total
number
of
warrants
expected
to
be
exercised
at
EO.04
per
share
was
4,575,000,
the
total
fair
value
of
which
at
EO.014
per
share
is
E64,050,
which
was
expensed
in
full
during
the
period. This
includes
E8,050
of
charges
that
relate
to
the
broker
warrants.
The
total
number
of
warrants
expected
to
be
exercised
at
f0.08
per
share
was
4,000,000,
the
total
fair
value
of
which
at
EO.006
per
share
is
E24,000,
which
was
expensed
in
full
during the
period.
Total
share-based
payment
charge
expensed
in
the
prior
year
was
E88,050
which
constitutes
the
share
warrant
reserve
included
in
equity.
After
the
year
end,
the
Company
entered
into
deeds
of
termination
with the
holders
of
warrants
to
cancel
all
of
the
warrants.
In
the
case
of
575,000
Broker
Warrants
held
by
Optiva,
this
was
undertaken
in
return
for
an
aggregate payment
of
E34,500
paid
to
Optiva
upon
the
publication
of
the
prospectus
on
30
July
2024
and
in
the
case
of
all
other
warrants,
at
re-admission
for
nil
consideration.
At
the
date
of
this
report,
the
Company
has
no
warrants
outstanding.
32

MOH NIPPON
PLC
(FORMERLY
BOWEN
FINTECH
PLC)
-
FINANCIAL
STATEMENTS
NOTES TO
THE FINANCIAL
STATEMENTS
FOR THE YEAR
ENDED
30
APRIL
2024
14
Financial
instruments
The
Company's
financial
instruments
comprise
the trade
and
other
payables,
and
the
Director's
loan
which
was
repaid during
the
year.
The
Company's
accounting
policy
and
method
adopted,
including
the
criteria
for
recognition,
is
set
out
in
Note
2
"Accounting
policies"
to
the
Company
Financial Information.
The
Company
does
not
use
its
financial
instruments
for
speculative
purposes.
15
Financial
risk
management
The
Company
uses
basic
financial
instruments
only,
which
arise
directly
from
operations.
Financial
risk
factors
For
the
reporting
period,
the
Company
was
actively
seeking
investments
in
its
stated
role
as
special
purpose
acquisition
company
and had
only
one
asset,
being
its
cash
of
E
1,497,177.
As
such,
its
only
financial
risk
relates
to
the
financial
condition
and
credit
worthiness
of
the
bank.
The
Directors
have
concluded
that
they
represent
as
minimal
a
financial
risk
as
is
practicable.
There
is
a
liquidity
risk
relating
to
other
payables
and
accruals,
which
are
due
within
a
year.
The
Company
monitors
its
risk
of
a
shortage
of
funds
using
a
Cashflow
forecasting
tool
which
considers
the
maturity
of
both
its
financial
liabilities
and
financial
assets
and
projected
cashflows
from
any
other
activities.
The
maturity
profile
of
the
Company's
financial
liabilities
at
the
end
of
year,
based
on
the
contractual
undiscounted
cash
flows,
is
as
follows:
Within
1
year
or
on
demand
More
than
1
year
but
less
than
2
years
More
than
2
years
but
less
than
5
years
More
than
5
years
As
at
30
April
2024
Trade
and
other
payables
As
at
30
April
2023
Trade
and
other
payables
58,289
66,769
Total
contractual
undiscounted
cash
flows
58,289
66,769
The
management
of
risk
is
a
fundamental
concern
of
the
Company's
management.
This
note
summarises
the
key
risks
to
the
Company
and
the
policies
and
procedures
put
in
place
by
management
to
manage
it.
a)
Market
risk
Market
risk
arises
from
the
Company's
use
of
interest-bearing
financial
instruments.
It
is
the
risk
that
the fair
value
or
future
cash
flows
of
a
financial
instrument
will fluctuate
because
of
changes
in
interest
rates
(interest
rate
risk)
or
foreign
exchange
rates
(foreign
exchange
risk).
33

MOH
NIPPON
PLC
(FORMERLY
BOWEN
FINTECH
PLC)
-
FINANCIAL STATEMENTS
NOTES TO
THE
FINANCIAL
STATEMENTS
FOR THE
YEAR
ENDED
30
APRIL
2024
b)
interest
rate
risk
Interest
rate
risk
arises
from
increases
in
market
interest
rates
and
could
potentially
arise
from
the
use
of
bank
overdrafts. The
Company
had
no exposure
to
interest
rate
risk
at
30
April
2024.
c)
Foreign
exchange
risk
Foreign
exchange
risk
arises
from
adverse
movements
in
currency
exchange
rates.
The
Company,
which
had
during
the
year
to
30
April
2024
its
functional
currency
as
Pound
Sterling,
was
exposed
to
minimal
levels
of
foreign
exchange risk
during
the
period
as
it
did
not
generate
any
revenue
and
there
was
no
material
cost
in
any
other
currency.
Fair
values
The
Directors
have
assessed
that
the
fair
value
of
the
accruals
and
cash
approximates
their
carrying
amount.
16
Capital
management
policy
The
Directors'
objectives
when
managing
the
Company's
capital
are
to
safeguard
the
Company's
ability
to
continue
as a
going
concern
in
order
to
provide
returns
for
the
Company's
shareholders
and
benefits
for
other
stakeholders
and
to
maintain
an
optimal
capital
structure
to
reduce
the
cost
of
capital.
The
capital
structure
of
the
Company
consists
of
f
1,497,177
of
cash
and
55,000,000
issued
Ordinary
Shares
to
the vaiue
of
E550,OOO.
17
Related
party
transactions
The
Company's
key
management
personnel
are
its
directors.
During
the
year
ended
30
April
2024,
total
remuneration
payable
to
Directors
was
E56,000
(2023:
E
72,000).
Please
refer
to
the
Directors'
Remuneration
Report
for
further
analysis.
During
the
year
the
Company
incurred
commissions
of
Enil
(2023: E36,000)
to
a
shareholder
for
placing
services,
which
is
being
paid
in
instalments.
At
the
year
end
the
Company
owed
the
shareholder
E3,000
(2023:
€21,000)
in
respect
of
this
commission.
18
Ultimate
controlling
party
As
at
30
April
2024,
the
Company
does
not
have
one
identifiable
controlling
party.
See
note
20
'Events
subsequent
to
the
reporting
period'
for
changes
to
the
controlling
party
since
the
year
end.
19
Contingencies
and
commitments
As
at
30
April
2024,
the
Company
does
not
have
any
contingencies
or
commitments.
As
at
the date
of
this
report,
the
Company
has
commitments
of
E108,000
towards
professional
and regulatory
fees,
conditional
upon
listing
and
E65,000
towards
legal
and regulatory
fees.
34

MOH
NIPPON
PLC
(FORMERLY
BOWEN
FINTECH
PLC)
NOTES
TO
THE
FINANCIAL STATEMENTS
FOR
THE
YEAR
ENDED
30 APRIL
2024
20
Events
subsequent
to
the
reporting
period
-
FINANCIAL
STATEMENTS
a.
Reverse
acquisition
of
Minnadeooyasan-Hanbai
Co.,
Ltd
On
19
August
2024
the
Company's
shares
were
re-admitted
to
trading
on
the
Main Market
of
the
London
Stock
Exchange
following
approval
of
the
transaction
by
shareholders
at
the
general
meeting
on
16
August
2024,
thus completing
its
acquisition
of
MOH,
acquiring
a
97.41%
interest
via
a
share-for-share
exchange.
Bowen
Fintech
plc
was
renamed
MOH
Nippon
Plc
on
14
August 2024.
b.
Cancellation
of
Share
warrants
As
at
the
year
end,
the
Company
had
a
total
of
8,575,000
warrants
in
issue.
After the
year
end,
the
Company
entered
into
deeds
of
termination
with
the
holders
of
warrants
to
cancel
all
of
the
warrants.
In
the
case
of
575,000
Broker
Warrants
held
by
Optiva,
this
was
undertake
in
return
for
an
aggregate payment
of
€34,500
to
Optiva
upon
the
publication
of
the
prospectus
on
30
July
2024
and
in
the
case
of
all
other
warrants,
at
re-
admission
for
nil
consideration.
At
the
date
of
this
report,
the
Company
does
not
have
any
warrants
outstanding.
c.
Changes
to
the
ultimate
controlling
party
At
the
reporting
date,
Mr
Kenichi
Yanase,
through
his
wholly
owned
company
KBC
is
the
largest
shareholder
of
the
Company.
Mr
Kenichi
Yanase,
through
KBC,
will control the
exercise
of
voting
rights
in
respect
of
approximately
80.69
per
cent.
of
the
issued
share
capital of
the
Company.
d.
Appointment
of
additional
Directors
to
the
board.
The
following
Directors
joined
the
board
at
re-admission
on
19
August
2024,
following completion
of
the
acquisition
of
MOH:
•
Hoken
Yanase
-
Chief
Executive
Officer
Hiromitsu
Sakai
-
Chief
Operating
Officer
Frankie
Leung
-
Chief
Financial
Officer
Nigel
Andrew
Collins
-
Non-Executive Director
Kazuo
Ichimura
-
Non-Executive
Director
35