Business combination and goodwill | 6 Business combination and goodwill (i) Viapool On 14 January 2022, the Group acquired a 51% controlling interest in Viapool Inc, (“Viapool”) a company incorporated under the laws of the U.S. State of Delaware, pursuant to the signed stock purchase agreement. Viapool is engaged in the development, implementation and commercialization of new mobility and transport systems, including different services and connecting travellers with buses and private cars in Argentina and Chile. This acquisition has been accounted for in accordance with IFRS 3 Business Combinations. The purchase consideration and the provisional fair value of the identifiable assets and liabilities of Viapool at the date of acquisition are as follows: Fair value USD Assets Intangible assets 5,530,000 Right of use asset 34,524 Property and equipment 45,170 Trade and other receivables 907,040 Cash and cash equivalents 332,005 6,848,739 Liabilities Interest-bearing loans 16,697 Trade and other payables 1,004,118 Lease liabilities 44,554 1,065,369 Total identifiable net assets at fair value 5,783,370 Non-controlling (2,833,851 ) Fair value of purchase consideration 4,400,000 Goodwill arising on acquisition 1,450,481 Cash flow on USD Net cash acquired with the subsidiary (332,005 ) Cash consideration paid 1,000,000 Purchase consideration transferred 667,995 Purchase consideration is paid as follows: - $1 million in cash, paid by the Group at closing date of the acquisition; - $0.5 million in the Parent Company shares payable at closing date. The number of shares to be issued will be determined based on the share price at the date of payment; - $2.4 million in cash, payable ten business days counted as from of 31 March 2022; and - Maximum of $0.5 million in cash, payable subject to achieving certain revenue level as outlined in the stock purchase agreement (Note 21). At 30 June 2022, the share payment mentioned above was still due for issuance. Contribution of financial results to the Group The acquired business contributed a loss of $3,133,340 for the period since the acquisition date to 30 June 2022. (ii) Volt Lines On 25 May 2022, the Group acquired 100% of the shares of Volt Lines B.V. (“Volt Lines”), a company incorporated under the laws of the Netherlands, pursuant to the signed sale and purchase agreement. Volt Lines is engaged in the development, implementation and commercialization of new mobility and transport systems, including different services and connecting travellers with buses and private cars in Turkey. This acquisition has been accounted for in accordance with IFRS 3 Business Combinations. The Group incurred insignificant acquisition-related costs, which are not included as part of consideration transferred and have been recognized as an expense in the condensed interim consolidated statement of profit or loss, as part of professional expenses. The purchase consideration and the provisional fair value of the identifiable assets and liabilities of Volt Lines at the date of acquisition are as follows: Fair value USD Assets Intangible assets 2,170,000 Property and equipment 178,561 Right of use asset 173,389 Trade and other receivables 570,966 Cash and cash equivalents 142,918 3,235,834 Liabilities Interest-bearing loans 96,796 Trade and other payables 489,979 Convertible loan 241,506 Lease liabilities 188,010 1,016,291 Total identifiable net assets at fair value 2,219,543 Fair value of purchase consideration 13,200,000 Goodwill arising on acquisition 10,980,457 Cash flow USD Net cash acquired with the subsidiary (142,918 ) Cash consideration paid — Purchase consideration transferred (142,918 ) Purchase consideration is paid as follows: - $5 million in cash, payable by the Group within 6 months of the closing date; - 1,400,000 of the Parent Company shares (fair valued at $6.5 million at agreement closing date), payable at closing; and - Maximum of 1,800,000 of the Parent Company shares (fair valued at $1.7 million at agreement closing date), payable subject to achieving certain revenue milestones as outlined in the sale and purchase agreement (Note 21). At 30 June 2022, the share payment mentioned above was still due for issuance. Contribution of financial results to the Group The acquired business contributed a loss of $408,230 excluding gain from hyperinflation adjustment of $2,676,834 for the period since the acquisition date to 30 June 2022. (iii) Door2Door On 3 June 2022, the Group acquired 100% of the shares of Door2Door GMBH (“Door2Door”), a company incorporated under the laws of Germany, pursuant to the signed sale and purchase agreement. Door2Door is a high-growth mobility operations platform that partners with municipalities, public transit operators, corporations, and automotive companies to optimize shared mobility solutions across Europe. This acquisition has been accounted for in accordance with IFRS 3 Business Combination. The purchase consideration and the provisional fair value of the identifiable assets and liabilities of Door2Door at the date of acquisition are as follows: Fair value USD Assets Intangible assets 1,160,000 Property and equipment 48,730 Right of use asset 599,087 Trade and other receivables 250,495 Cash and cash equivalents 136,626 2,194,938 Liabilities Interest-bearing loans 1,320,773 Trade and other payables 1,640,583 Lease liabilities 677,866 3,639,222 Total identifiable net deficit at fair value (1,444,284 ) Fair value of purchase consideration 2,615,000 Goodwill arising on acquisition 4,059,284 Cash flow Acquisition USD Net cash acquired with the subsidiary (136,626 ) Cash consideration paid 1,074,842 Purchase consideration transferred 938,216 Purchase consideration is paid as follows: - $0.87 million in cash, paid by the Group at closing date; and - $1.54 million, to be paid in shares of the Parent Company, within 6 months from initial listing of the shares of the Parent Company on NASDAQ, but no later than 9 months from closing date. The number of shares to be issued will be determined based on the share price at the date of payment. In addition, the Group has paid $0.2 million as acquisition cost. At 30 June 2022, the share payment mentioned above was still due for issuance. Contribution of financial results to the Group The acquired business’s contribution to the Group’s financial results since the acquisition date was insignificant. The Group’s total goodwill is summarized as per the table below: (Unaudited) At 30 June (Audited) At USD USD Goodwill arising on acquisition of: Viapool 1,450,481 — Voltlines 10,980,457 — Door2Door 4,059,284 — Shotl 4,270,505 4,418,226 20,760,727 4,418,226 |