82 MSC BERHAD Notes to the Financial Statements (cont’d) 7. Investment in Subsidiary Companies (cont’d) (c) Corporate Reorganisation Exercise (“Exercise Plan”) (cont’d) (iii) Additional investment in E2 Trade Sdn. Bhd. On 28 November 2023, E2 Trade had increased its paid up capital from 2 to 210,068,172 ordinary shares. The Company had subscribed for an additional of 210,068,170 new ordinary shares in E2 Trade, for total consideration of RM21,006,817 as settlement of sale consideration in BSA and SSAs as disclosed above. The additional subscription did not result in changes in equity interest. (d) Acquisition of subsidiary companies (i) Universal Capital Co Ltd (“UCCL”) (Formerly known as Orca Capital Holdings Ltd) On 29 March 2024, the Company has completed its acquisition of 100% issued and paid up capital in UCCL for a purchase consideration of RM18,150,000 which satisfied by an issuance of 50,500,000 new ordinary shares in Excel Force MSC Berhad at issue price of RM0.335 per share and the balance of RM1,232,500 was satisfied in cash. UCCL was incorporated in the British Virgin Island on 30 May 2013 and has an issued share capital of USD2 consisting of 2 ordinary shares. UCCL is principally involved in investment holding activity. The following summarises the major classes of consideration transferred, and the recognised amounts of assets acquired and liabilities assumed at the acquisition date: UCCL RM Fair value of consideration transferred Cash consideration 1,232,500 Issuance of share capital 16,917,500 Total consideration transferred 18,150,000 Fair value of identifiable assets acquired and liabilities assumed Other investments 14,161,500 Cash and cash equivalents 9 Net identifiable assets 14,161,509 Net cash outflow arising from acquisition of a subsidiary company Purchase consideration 18,150,000 Issuance of share capital (16,917,500) Cash and cash equivalents acquired (9) 1,232,491 Goodwill arising from business combination Fair value of consideration transferred 18,150,000 Fair value of identifiable net assets acquired 14,161,509 Goodwill on consolidation 3,988,491 The goodwill recognised on the acquisition is attributable mainly to the skills and technical talent of the acquired business’s work force and the synergies expected to be achieved from integrating the subsidiary company into the Group’s existing business.
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