28
January 2025
Asia Strategic Holdings
Ltd.
("Asia
Strategic", the "Group" or the "Company")
Results for the financial
year ended 30 September 2024
Asia Strategic Holdings
Ltd. (LSE: ASIA), the independent developer and
operator of consumer businesses in Emerging Asia, is pleased
to announce its audited results for the financial year ended 30
September 2024 ("FY24").
Copies of the annual report and accounts for the financial
year ended 30 September 2024 will be made available on the
Company's website (www.asia-strategic.com).
HIGHLIGHTS
Financial highlights
· Group revenue increased by 23% YOY to $29.7 million in FY24
(FY23: $24.1 million). The Education division accounted for 76% of
revenue (FY23: 78%), while Services contributed 24% (FY23:
22%). Key drivers of this robust revenue
growth include:
- 42%
revenue increase in Myanmar's Education division (FY23: increase of
116%) driven by contributions from new businesses and continued
scaling of existing operations; and
- 31%
revenue growth in Myanmar's Services division (FY23: down 8%)
driven by improved commercial positioning and the introduction of
high-value services.
· Group gross profit increased 22% YOY
to $17.0 million in FY24 (FY23: $13.9 million), with the Education
division contributing 91% (FY23: 90%) and the Services division 9%
(FY23: 10%). The growth was driven by the increase in revenue as
the Group's gross profit margin slipped 1% to 57%. A slight
improvement in the Education division gross margin at 68% (FY23:
67%) was offset by deterioration in the Services division gross
margin at 23% (FY23: 26%).
· The Group recorded a net loss of $11.0 million in FY24 (FY23:
$5.3 million loss), primarily driven by $4.6 million
impairment of goodwill at Wall Street English Vietnam.
· Adjusted net losses, excluding the impairment of goodwill and
results from businesses launched in the past two years, were $3.2
million (FY23: $3.9 million). Other
contributing factors included: i) a $1.5 million foreign exchange
loss (FY23: $1.1 million loss) due to currency volatility in key
markets, and ii) an increase in marketing expenses to $3.5 million
(FY23: $2.6 million) as the Group expanded its efforts to scale
newer businesses and establish new brands. Wall Street English
Vietnam faced persistent commercial underperformance and shifting
market preferences, prompting the Education decision to close two
legacy schools in FY25 as part of a broader strategy to reallocate
resources towards higher-performing opportunities.
· Group adjusted EBITDA loss amounted to $0.7 million in FY24
(FY23: $0.5 million loss). Continued losses at businesses
launched in the last two years coupled with worse results at Wall
Street English Vietnam outweighed gains made at the other
businesses.
· At 30 September 2024, deferred revenue, representing cash
received in advance of service delivery, was $14.4 million, of
which current $12.4 million (FY23: $11.0
million), and non-current $2.0 million (FY23: $1.1
million).
· The Group reported a positive operating cash flow of $3.9
million (FY23: $3.7 million) as a result of further increases in
advance payments in the Education division. If repayment of lease
liabilities (including principal and interest) were considered, the
Group would have recorded a positive cash flow of $0.6 million
(FY23: positive $1.0 million). Strategic adjustments for FY25
include a more conservative approach to school expansion and making
the required changes at Wall Street English Vietnam to reduce the
cost base and improve commercial performance to turn the business
profitable.
· The Group invested $2.5 million in FY24 (FY23: $1.7 million)
primarily to establish thirteen new schools and to relocate Auston
to a state-of-the-art campus in Mandalay. The Group is refining its
expansion strategy to fit smaller spaces requiring lower capital
investment while maintaining the same economics.
· The Group maintained a $4.5 million loan facility with MACAN,
the Group's largest shareholder, drawing $2.0 million during FY24.
As of the report date, $0.8 million remains available for drawn
down by the Group.
· Diversification of the Group's
operations across multiple countries continues to play an important
role in mitigating single-country risk. Management has determined
that there are sufficient mitigating actions within the Group's
control to ensure liquidity for at least the next twelve months
from the date of this report. These include controlled business
expansion, disciplined financial management, access to the unused
Loan Facility, diversification of the capital structure through
potential bank loans, and vendor financing.
Notes:
All dates for the reporting period refer to FY24 and the
comparative period refers to financial year ended 30 September 2023
("FY23"), unless otherwise stated.
The year-on-year ("YOY") growth or decline refers to any
change that occurred between FY24 and FY23, or equivalent periods
of one year, as applicable.
All figures are reported in United States Dollars ("$"),
unless otherwise specified.
Operational Highlights
Education
· Revenue from Education businesses increased 21% YOY to $22.7
million in FY24 (FY23: $18.7 million).
· At 30 September 2024, deferred revenue from Education
businesses, representing cash received in advance of service
delivery, comprised:
-
Current: $12.1 million
(FY23: $10.3 million)
-
Non-Current: $2.0 million (FY23: $1.1
million)
· The Education division operates across Vietnam and Myanmar
with the following products:
Vietnam
(i) Wall
Street English - English language education for adults.
(ii) Kids&Us
- English language education for children and teens.
(iii) Logiscool -
Coding education for children and teens.
Myanmar
(i) Wall
Street English - English language education for adults.
(ii) Kids&Us
- English language education for children and teens.
(iii) Logiscool -
Coding education for children and teens.
(iv) Yangon American
International School ("Yangon American") - K-12 international
school.
(v) Auston -
Tertiary education.
· The number of schools and students at the end of each
financial year were:
|
Number of
Schools
|
Number of
Students
|
|
2024
|
2023
|
2022
|
2024
|
2023
|
2022
|
Vietnam
|
17
|
11
|
8
|
4,294
|
4,039
|
3,850
|
Wall Street English
|
91
|
7
|
7
|
3,446
|
3,681
|
3,800
|
Kids&Us
|
6
|
4
|
1
|
767
|
358
|
50
|
Logiscool
|
2
|
-
|
-
|
81
|
-
|
-
|
Myanmar
|
16
|
9
|
6
|
5,021
|
4,647
|
3,655
|
Wall Street English
|
6
|
5
|
4
|
3,262
|
3,696
|
3,100
|
Kids&Us
|
3
|
1
|
-
|
475
|
98
|
-
|
Logiscool
|
3
|
-
|
-
|
317
|
-
|
-
|
Yangon American
|
2
|
1
|
1
|
145
|
101
|
55
|
Auston
|
22
|
2
|
1
|
822
|
752
|
500
|
|
|
|
|
|
|
|
Group
|
33
|
20
|
14
|
9,315
|
8,686
|
7,505
|
1 The planned closure of two
(2) legacy schools during FY25 will reduce the total number of
schools to seven (7).
2 Auston relocated to a
state-of-the-art campus in Mandalay in FY24.
In
Yangon, Auston secured a second location
to meet growing demand. Plans for renovation and opening are being
confirmed.
Vietnam
The number of students increased
by 6% compared to 30 September 2023 driven by growth at Kids&Us
Vietnam.
· Wall Street English
Vietnam: The number of students
decreased marginally as commercial performance lagged. A
shift in preference for online has prompted the Group to adjust
staffing levels, downsize space, and recalibrate the commercial
strategy to adapt.
· Kids&Us
Vietnam: Growth continues with
financial and operational metrics largely meeting expectations. The
number of students is increasing with greater operational
efficiency and improving unit economics.
· Logiscool
Vietnam: Subdued growth in the team
and the number of schools at Logiscool Vietnam. Expansion locations
closer to the heart of Ho Chi Minh City have been secured and
provide better commercial prospects for Logiscool Vietnam going
forward.
Myanmar
The number of students increased
by 8% compared to 30 September 2023 driven by growth across all
brands except Wall Street English Myanmar. Market risks and foreign exchange volatility pose potential
challenges to margins going forward.
· Wall Street English
Myanmar: Price increases more than
compensated for the decline in the number of students; however,
also presented affordability concerns, which played a role in the
lower number of students. The team adjusted to market pressures by
reducing dollar-based costs and offering more competitive pricing
positioning the brand for strong FY25.
· Kids&Us
Myanmar: Strong commercial
leadership developed within the Group and a world-leading English
language programme for children supported a strong launch of the
brand in Yangon in FY24.
· Logiscool
Myanmar: Similar to Kids&Us
Myanmar, Logiscool Myanmar leveraged an experienced commercial team
and introduced a new product into a market with limited competition
driving strong student acquisition in FY24.
· Yangon
American: A stronger commercial,
improved facilities, and stable faculty allowed the school to
stabilise. Expansion to Eighth Grade, improved student
retention and higher student acquisition resulted
in a higher number of students.
· Auston:
The school navigated a challenging period in FY24
with the announcement of a military conscription law in February
and heightened tensions surrounding military conflict in Mandalay
in June and July. This resulted in subdued student acquisition
resulting in lower growth than in previous years; however, the
relocation to a new state-of-the-art campus in Mandalay puts Auston
in a position for a strong FY25.
Services
· Revenue from Services businesses increased 31% YOY to $7.0
million in FY24 (FY23: $5.3 million). The managed
Services business contributed $10k in FY24 (FY23: nil), primarily
from Ostello Bello.
· At 30 September 2024, current deferred revenue from Services
businesses, representing cash received in advance of service
delivery, was $0.3 million compared (FY23:
$0.7 million). The decrease is the result of a large one-off
integrated security project with revenue recognised in
FY24.
· The Services division consists of the following
products:
Vietnam
(i) EXERA
Vietnam - Integrated facility management.
· EXERA Vietnam:
In FY24, the Group established EXERA Vietnam as
an integrated facility management company to service internal and
external customers. Modest revenue was
recorded from its first external customer in September
2024.
Myanmar
(i) EXERA
Myanmar - Integrated risk management services.
(ii)
Ostello Bello - Boutique hostels.
· EXERA Myanmar:
Employed ca. 1,700 security officers as of 30
September 2024 (30 September 2023: ca. 1,400) across ca. 230 sites
in Myanmar (30 September 2023: ca. 200 sites). This growth was
driven by new customer acquisition and expanding services to United
Nations and embassy clients.
· Ostello Bello:
Operates boutique hostels with ca. 130 beds and
ca. 40 rooms across two locations in Bagan and Mandalay. Occupancy
rates improved slightly, mainly driven by locals, although the
sector remains largely subdued due to a low number of inbound
international tourists.
SIGNIFICANT AND SUBSEQUENT
EVENTS
In October 2021, the Group
launched a Convertible Note Programme to raise up to $10 million
for working capital and future investments. The convertible note
("CN") holders have an option to subscribe to either (i) a 10%
coupon option (the "10% Coupon"); or (ii) ( a zero-coupon option
("Zero Coupon"). The CNs are mandatorily convertible at the earlier
of the maturity date (30 October 2024) or when the qualifying event
is satisfied (the "Conversion Date").
The Convertible Note Programme was
implemented to provide the Group with financial flexibility, in
particular to:
· increase the pace at which the Group can scale operations in
Education and Services; and
· take advantage of investment opportunities.
As announced on 25 November 2024,
the Group and existing CN holders agreed to the following updates
to the Convertible Note Programme:
· an extension to the maturity of the Zero-Coupon option of the
Company's Convertible Note Programme from 30 October 2024 to 30
October 2026;
· an increase in the subscription amount of the Zero-Coupon
Convertible Notes from $5,230,000 to $7,255,000 (including the
subscription by MACAN Pte. Ltd. ("MACAN") detailed below);
and
· the termination of the 10% Coupon option of the Convertible
Note Programme.
The increased Zero-Coupon
Convertible Notes subscription amount was achieved
through:
· settlement of $0.5 million owed to an existing CN holder from
the maturity of the 10% Coupon;
· settlement of $0.8 million owed to MACAN under an existing
loan facility; and
· cash payment of $0.7 million (including $0.2 million from
MACAN).
The revised key terms of
the Zero-Coupon Convertible Notes
are as follows:
Maturity
|
30 October 2026
|
Coupon
|
Zero-Coupon
|
Conversion discount
|
Up to 33.1%, depending on the
qualifying event
|
Qualifying event
|
Share issuance in excess of $5.0
million
|
Floor conversion price
|
$11.53 per share
|
Use of proceeds
|
Development of business and
working capital
|
Limited use of proceeds
|
Maximum of 50% of the proceeds to
be used for activities in Myanmar
|
Rank
|
Pari passu to all present and
future unsecured obligations
|
MACAN, the Group's largest
shareholder, subscribed for $3.5 million Zero-Coupon Convertible
Notes in November 2021 and recently subscribed for an additional
amount of $1.0 million of the Zero-Coupon Convertible Notes. The
additional subscription amount has been satisfied through: (i) $0.8
million of monies already drawn down pursuant to MACAN's existing
loan facility to the Group (as detailed in the Company's recent
financial statements) in lieu of repayment; and (ii) the payment of
an additional $0.2 million in cash.
Immediately following MACAN's
convertible note subscription, MACAN has lent the following amounts
to the Group:
· $4.5 million in Zero-Coupon Convertible Notes; and
· $4.5 million in a 6% loan facility expiring on 31 December
2027, of which $3.7 million has been drawn.
COUNTRY ECONOMIC
UPDATES
The most recent forecast by the
Asian Development Bank (the "ADB") is for developing Asia GDP
growth of 5.0% in 2024 and 4.9% in 2025.
Inflation in developing Asia is expected to be 2.8% in 2024 and
2.9% in 2025, as supply disruptions persist driving food and fuel
prices growth in the region.
Vietnam
· According to the General Statistics Office of Vietnam (the
"GSO"), GDP growth for the first half of 2024 was 6.4% YOY,
exhibiting strong economic fundamentals and a long-term positive
outlook. According to GSO, full-year 2023 GDP growth was
5.1%, while ADB forecasts 6.0% growth in 2024. Average CPI for the
first half of 2024 increased by 4.1% YOY, while core CPI rose by
2.8%. Key inflation drivers included rising costs in education,
pharmaceuticals, healthcare, F&B, electricity, housing, and
construction materials.
· The Vietnamese Dong has faced downward pressure since early
2024. The State Bank of Vietnam (the "SBV") implemented stabilizing
measures, including i) reactivating T-bill issuance in March, ii)
withdrawing approximately $6.9 billion from the economy, and iii)
increasing bond yields. However, in April 2024, the SBV injected
$0.4 billion into circulation and affirmed its readiness to
intervene, backed with foreign exchange reserves exceeding $100
billion.
· Vietnam's exports in the first half of 2024 are estimated to
have grown by 16% YOY to $190.1 billion, while imports were
estimated to have increased by 17% YOY to $178.5 billion. This led
to a trade surplus of $11.6 billion, according to the GSO. In 2024,
Vietnam's trade surplus with the United States exceeded $110
billion, raising concerns about potential U.S. tariffs on
Vietnamese exports, which could affect their competitiveness in the
critical U.S. market
· Vietnam is increasingly attractive to global manufacturers as
they look to diversify production away from China. S&P Global
expects industrial production to continue expanding, bolstered by
improving exports. GSO estimates that Vietnam's Index of Industrial
Production ("IIP") for July 2024 increased 11% YOY.
· Foreign Direct Investment ("FDI") attraction and disbursement
have shined amidst contraction in global trade and investment. The
total registered FDI in the first half of 2024 reached $15.2
billion, reflecting a 13% increase YOY. FDI disbursement reached
$10.8 billion, up 8% YOY, representing the highest level in the
past five years and highlighting Vietnam's attractiveness to
foreign investors.
· Over the recent decades, Vietnam has transitioned from a
low-income to a lower-upper-income country, increasing its
prominence in the global economic value chain. According to the
International Monetary Fund ("IMF"), Vietnam's GDP per capita in
2024 is estimated at $4,650, while the World Bank estimates GNI
(Atlas method, current prices) per capita at $4,180-approaching the
higher-upper-income threshold of $4,466.
· With a population of 100.8 million in 2024 and a median age
of 33.2 years old, Vietnam is the third most populous country in
Southeast Asia, after Indonesia (281.6 million) and the Philippines
(113.2 million) according to the International Monetary Fund (IMF).
The population is projected to grow steadily, reaching 104.5
million by 2030. Vietnam's Human Development Index (HDI) rose from
0.493 in 1990 to 0.726 in 2022, ranking 4th in ASEAN and 107th
globally among 193 countries and territories. According to the EF
English Proficiency Index ("EF EPI") in 2023, Vietnam was
classified as having "moderate proficiency" and ranked 58th
globally.
· World Bank estimated that Vietnam's workforce grew to 52.5
million people in the first quarter of 2024. The large and low-cost
labour force, coupled with a stable and favorable macro
environment, has made Vietnam an attractive hub for foreign
investment. It is particularly appealing to global manufacturers
looking to diversify and de-risk their value chain.
Myanmar
· Myanmar's economy remains stagnant with the World Bank
forecasting 1.0% GDP growth in 2024. Industrial and service sector
growth is expected to remain modest at 1.5% and 2.5%,
respectively.
· Inflationary pressure persisted due
to the damage caused by Typhoon Yagi and flooding, which have
reduced agricultural output in some regions and are likely to drive
up food prices. The IMF projects inflation to have reached 20% at
the end of 2024.
· According to the World Bank's "State of Education in Myanmar"
report, household spending on private tutoring rose significantly
in 2023 to support children's education.
· According to the International Labor Organization's report on
the Myanmar Labor market, the unemployment rate was 46% in 2022,
one of the highest in the region. Labor productivity fell by 10% in
2022 as skilled workers struggled to find employment.
· Myanmar faces fundamental infrastructure challenges
exacerbated by the recent slowdown in FDI, lack of international
assistance, and severe power cuts during the dry season due to
heavy reliance on hydropower for electricity. Moreover,
approximately 80% of natural gas production is committed through
long-term contracts to neighbouring nations.
· Political uncertainty, including the introduction of a
conscription law, continues to dampen economic recovery.
· The Central Bank of Myanmar announced sales of $152 million,
THB 165 million, and CNY 30 million to fuel and edible oil
importers from September to December 2024, which helped stabilise
local currency in Q4 2024. However, market volatility is expected
to persist into the next year.
· Myanmar's imports dropped by 14% YOY in the first half of
2024, while exports rose by 8%, resulting in a trade surplus. The
decline in imports is due to government restrictions,
conflict-related trade disruptions, and the Kyat's depreciation.
All of which raised import prices and shifted consumer demand
toward local products.
Enrico Cesenni, Chief Executive Officer of Asia Strategic,
commented:
"FY24 was
a year of growth and reflection for Asia Strategic Holdings. The
Group achieved revenue of $29.7 million, marking a 23% YOY
increase. This growth was driven by a 21% increase in the Education
division, supported by sustained demand in Myanmar and steady
contributions from Vietnam. The Services division also rebounded
strongly, with a 31% increase due to an expanding customer base and
higher-margin services.
"Gross profit increased to $17.0
million, representing a 57% margin, supported by maturing
operations and improved utilisation across our school portfolio.
This reflects the strength of our core business and our focus on
operational efficiency. However, the continued underperformance of
Wall Street English Vietnam constrained the Group's ability to
fully capitalise on these gains.
"The Group reported a net loss of
$11.0 million, primarily due to an impairment of the goodwill from
the acquisition of Wall Street English Vietnam, which faced
challenges from weaker commercial performance and shifting market
preferences. Excluding this impairment, the adjusted net loss was
$6.4 million, reflecting higher marketing costs to scale newer
businesses and a $1.5 million foreign exchange loss. These results
underscore the need for disciplined cost management and targeted
operational adjustments. Closing two legacy Wall Street English
schools in Vietnam in FY25 is part of a broader strategy to
reallocate resources towards higher-performing opportunities and
ensure sustained profitability.
"On a more positive note, in FY24,
we invested $2.5 million to open thirteen new schools and relocate
Auston to a modern campus in Mandalay. These investments reaffirm
our confidence in the potential of Emerging Asia while positioning
us for sustainable growth in the years ahead.
"Looking to FY25, our focus is
clear: i) expand the Education division's network in a
cost-effective manner, ii) enhance the Services division's
capabilities to improve margin, and iii) advance operational
efficiencies across the Group. These priorities will enable us to
address challenges, strengthen profitability, and deliver on our
mission to "empower communities in Emerging Asia.
"I extend my heartfelt gratitude
to our shareholders for their trust and support, and to the Asia
Strategic team for their unwavering dedication. Together, we will
navigate challenges and continue to create lasting value for the
communities we serve."
For more information, please
visit www.asia-strategic.com
or
contact:
Notes to editors
Asia Strategic Holdings Ltd. (LSE:
ASIA) is an independent developer and operator of consumer
businesses focused on Education and Services in Emerging Asia,
specifically Vietnam and Myanmar, two of the world's
fastest-growing economies.
Asia Strategic Holdings utilises an asset-light strategy to scale
its operations and capitalises on emerging opportunities in Vietnam
and Myanmar.
To receive news alerts
on Asia Strategic Holdings please sign up here under the
'RNS' header: https://asia-strategic.com/investor-relations/
OPERATIONAL
REVIEW
EDUCATION
The Group's objective for its
Education division is to become a leading
operator and retailer of tech-enabled education services in
Emerging Asia.
Revenue from Education businesses
increased 21% YOY to $22.7 million in FY24 (FY23: $18.7
million).
At 30 September 2024, deferred
revenue from Education businesses, representing cash received in
advance of service delivery, was:
-
Current: $12.1 million
(FY23: $10.3 million)
-
Non-Current: $2.0 million (FY23: $1.1
million)
Within its Education division, the
Group provides educational products for children, teens, and adults
through five brands across Vietnam and Myanmar.
Franchised
Brands
Wall Street English is a
leading English language education provider for adults with
over 120,000 students in more than 30 countries. The flexible and
integrated blended learning solution is offered online or through a
hybrid online/in-centre approach.
Kids&Us is
a leading English language education provider for
children starting at age one and operates in ten countries with
over 180,000 students educated across 600 schools. The unique
teaching method focuses on natural language acquisition,
personalised for each student's age and experiences.
Logiscool is an enrichment
programme that teaches children coding and digital literacy.
Logiscool operates in 30 countries across more
than 360 locations with over 260,000 students educated. Logiscool's
unique educational platform is developed so users can easily
transition from visual coding to text-based programming
languages.
Own
Brands
Yangon American offers an
international K-12 education, is an authorised International
Baccalaureate ("IB") Primary Years Programme ("PYP") school and is
a candidate to be authorised as an IB Middle Years Programme
("MYP") school and a Western Association of Schools and Colleges
("WASC") school.
Auston is a private higher education school operator in Myanmar that
offers internationally recognised engineering and IT diplomas and
degrees through partnerships with Liverpool John Moores University
in the UK and the Auston Institute of Management in
Singapore.
While each brand has its own
unique characteristics and customer base, economies of scope,
experience and scale are achieved through common management. One
example is the creation of learning centres where multiple brands
occupy the same building or are closely located reducing
construction and operating costs, while creating one-stop
educational experiences for families.
Vietnam
Revenue from Education businesses
in Vietnam declined 4% YOY to $8.2 million in FY24 (FY23: $8.5
million).
At 30 September 2024, deferred
revenue from Education businesses in Vietnam, representing cash
received in advance of service delivery, was:
-
Current: $4.1 million
(FY23: $4.2 million)
-
Non-Current: $0.7 million (FY23: $0.1
million)
Wall Street English Vietnam
remains the largest revenue contributor for both Vietnam and the
Group and is focused on achieving profitability.
Revenue from Kids&Us Vietnam
is expected to continue growing as existing schools mature and new
schools open. Students generally sign for longer periods and
a substantial portion of the non-current deferred revenue is
attributed to Kids&Us Vietnam.
After facing challenges in FY24,
Logiscool Vietnam is set to rebound in FY25 with a renewed focus on
brand repositioning and strategic expansion.
Wall Street English Vietnam
Revenue from Wall Street English Vietnam
decreased 8% YOY to $7.6 million in FY24 (FY23: $8.3
million).
·
The successful launch of nationwide sales team
shifted the product mix online and away from in-centre. This
is a critical development for Wall Street English Vietnam as it
adapts to changing preferences.
·
The number of students decreased marginally as
commercial performance lagged and had a compound negative impact on
revenue as the shift to the online offering resulted in a lower
average price.
·
At 30 September 2024, Wall Street English Vietnam
operated eight schools in Ho Chi Minh City and one school in Binh
Duong.
·
Wall Street English Vietnam opened two new
schools in Ho Chi Minh City in October 2023 and June 2024. The
eighth school shares a location with Kids&Us and Logiscool,
while the ninth shares with Kids&Us, creating learning hubs and
reducing administrative expenses and rent.
·
In line with the Group's cost structure
optimisation initiative, two underperforming legacy schools have
been closed in FY25 reducing the number of operating schools to
seven.
·
Total investment in facilities in FY24 was $0.4
million reflecting the establishment of the two new
schools.
Kids&Us Vietnam
·
Revenue from Kids&Us Vietnam doubled YOY to
$0.6 million in FY24 (FY23: $0.3 million).
·
Student enrolment grew 114% YOY reaching 767
students at 30 September 2024. Stronger brand recognition and
stable management resulted in improved retention rates and student
acquisition. Opening new schools also drove student
enrolment.
·
This growth highlights a strong product-market
fit despite a competitive landscape. As existing schools mature,
the Group will be well-positioned to strategically expand its
footprint in Vietnam.
·
At 30 September 2024, Kids&Us Vietnam
operated six schools in Ho Chi Minh City.
·
Two new schools were opened in October 2023 and
June 2024. The fifth school shares a location with Wall Street
English and Logiscool, while the sixth shares with Wall Street
English, creating learning hubs that reduce administrative costs
and rent.
·
Total investment in facilities in FY24 was $0.1
million reflecting the two new school openings.
Logiscool Vietnam
·
Revenue from Logiscool Vietnam was $23k in FY24
(FY23: nil).
·
Logiscool Vietnam's initial growth was slower
than anticipated. Logiscool Vietnam is a focal point in FY25
and management believes it can follow the trajectory of Kids&Us
Vietnam.
·
In FY25, the Group plans to accelerate Logiscool
Vietnam's growth with a targeted expansion strategy focusing on
high-potential catchment areas in Ho Chi
Minh City. Strengthening the management team will also be a key
priority to improve operational efficiency and drive sustainable
growth.
·
At 30 September 2024, Logiscool Vietnam operated
two schools with one in Ho Chi Minh City and one in Binh
Duong.
·
Logiscool Vietnam opened its maiden school in Ho
Chi Minh City in October 2023 and a second school in Binh Duong in
December 2023. The first school shares a location with Wall Street
English and Kids&Us, and the second with Wall Street English.
This creates learning hubs and reduces administrative expenses and
rent.
·
Total investment in facilities in FY24 was $0.1
million reflecting the opening of two new schools in Ho Chi Minh
City and Binh Duong.
Myanmar
Revenue from Education businesses
in Myanmar increased 42% YOY to $14.4 million in FY24 (FY23: $10.2
million).
At 30 September 2024, deferred
revenue from Education businesses in Myanmar, representing cash
received in advance of service delivery, was:
-
Current: $8.0 million
(FY23: $6.1 million)
-
Non-Current: $1.3 million (FY23: $1.0
million)
Wall Street English Myanmar is the
largest English language education provider and the top revenue
contributor to the Group in Myanmar.
Kids&Us Myanmar launched in
June 2023 and quickly established itself as the market leader.
Logiscool Myanmar launched in November 2023 and mirrored
Kids&Us Myanmar's success showcasing the Group's ability to set
up market-leading businesses quickly and efficiently in
Myanmar.
Auston experienced the fastest
revenue growth among the Group's education businesses in
Myanmar. The growth is expected to continue as it is
responsible for the majority of the deferred revenues and sees
robust demand for international tertiary education with a scarcity
of quality local options.
Yangon American experienced a
marginal revenue increase, with student numbers growing organically
amid difficult macro and socio-economic conditions. Yangon American
has reached 145 students and continues to grow steadily
Wall Street English Myanmar
Revenue from Wall Street English
Myanmar grew 12% YOY to $7.7 million in FY24 (FY23: $6.9
million).
·
Price increases more than compensated for the
decline in the number of students; however, also raised presented
affordability concerns, which played a role in the lower number of
students.
·
To adjust to market pressures, reduce
dollar-based costs, and offer more competitive pricing, the team
made the following changes:
-
Local teachers were incorporated into the service
delivery reducing the reliance on expat teachers.
-
Online class scheduling was streamlined and a
local online classroom was established to reduce dependency on the
high-cost Global Online Classroom provided by Wall Street English
International.
-
New products are provided to cater to more cost
conscious consumers.
·
At 30 September 2024, Wall Street English Myanmar
operated six schools with four in Yangon and two in
Mandalay.
·
In December 2024, Wall Street English Myanmar
opened its second school in Mandalay (sixth in Myanmar) to meet
growing demand fuelled by an influx of migrants from nearby
cities.
·
Total investment in facilities in FY24 was $0.2
million for the renovation of existing schools and the new school
in Mandalay.
Kids&Us Myanmar
Revenue from Kids&Us Myanmar
was $0.4 million in FY24 (FY23: $25k).
·
Strong commercial leadership developed within the
Group and a world-leading English language programme for children
saw a strong launch of the brand in Yangon in FY24 with 475
students at 30 September 2024.
·
Kids&Us Myanmar is the premium operator in
the market and quickly earned consumer trust being affiliated with
Asia Strategic. Financial and operational metrics are in line with
expectations, and Kids&Us Myanmar is well-positioned for
continued growth with ample opportunities in Yangon and
Mandalay.
·
At 30 September 2024, Kids&Us Myanmar
operated three schools in Yangon.
·
In October 2023 and November 2023, Kids&Us
Myanmar opened its second and third schools in prime locations near
existing Wall Street English schools.
·
Total investment in facilities in FY24 was $0.3
million reflecting the opening of two schools in Yangon in
FY24.
Logiscool Myanmar
·
Revenue from Logiscool Myanmar was $0.1 million
in FY24.
·
Similar to Kids&Us Myanmar, Logiscool Myanmar
leveraged an experienced commercial team and introduced a new
product into a market with limited competition. The number of students reached 317
at 30 September 2024.
·
The business model has a low-cost base and strong
operating leverage offering promising economics as it expands in
Myanmar. With a successful launch in Yangon in FY24, Logiscool
Myanmar will expand to Mandalay in FY25 co-locating with a
successful Wall Street English Myanmar school.
·
At 30 September 2024, Logiscool Myanmar operated
three schools in Yangon.
·
Logiscool Myanmar opened its maiden school in
October 2023, the second in July 2024 and the third in August 2024,
across prime areas in Yangon co-locating with Kids&Us, Wall
Street English and Yangon American schools. In December 2024,
Logiscool Myanmar opened its maiden school in Mandalay.
·
Total investment in facilities in FY24 was $0.2
million reflecting the opening of three schools in Yangon during
FY24.
Yangon American International School
·
Revenue from Yangon American increased 39% YOY to
$1.2 million in FY24 (FY23: $0.9 million).
·
The number of students increased 44% to 145 at 30
September 2024. In August 2024, the school opened Eighth Grade
and it plans to add a new grade annually
until it reaches Twelfth Grade.
·
Revenue in FY25 will largely be driven by the 145
students enrolled at 30 September 2024. Coupled with a price
increase in FY24, Yangon American should experience strong revenue
growth.
·
Yangon American has established itself as the
leading International Baccalaureate ("IB") school in the market,
with Primary Years Programme ("PYP") authorisation and Middle Years
Programme ("MYP") candidacy. It is also a candidate for the
Western Association of Schools and Colleges ("WASC")
accreditation.
·
A standalone Early Years Village, adjacent to the
existing campus, was opened in April 2024 and provides an
age-appropriate atmosphere for preschool children. The ground floor
of the existing campus was renovated in FY24 introducing a design
studio, computer lab and a bespoke library with more reading
space.
·
Yangon American is exploring options to open a
new campus that will serve secondary students (Grades Six to
Twelve). This would provide the required facilities to offer
a best-in-class education for the Junior High and High School
students.
·
Total investment in facilities in FY24 was $0.4
million reflecting capital expenditures for the Early Years Village
and existing campus's ground floor renovations.
Auston
·
Revenue from Auston increased 105% YOY to $4.9
million in FY24 (FY23: $2.4 million).
·
The school navigated a challenging period in FY24
with the announcement of a military conscription law in February
and heightened tensions surrounding military conflict in Mandalay
in June and July. This resulted in subdued student acquisition
resulting in lower growth in the number of students than in
previous years; however, the relocation to a new state-of-the-art
campus in Mandalay puts Auston in a position for a strong
FY25.
·
A higher total number of students and more
students in higher priced programmes, such as the bachelors degree,
drove strong revenue growth.
·
Auston already has a strong pipeline of deferred
revenue to recognise in FY25. In addition, the
state-of-the-art campus in Mandalay opened in FY24 and its market
leading position in Yangon presents the Auston team with a great
opportunity to have its best commercial year yet.
·
In August 2024, Auston relocated to a start-of-the-art campus in Mandalay
and secured a second campus in Yangon. These expansions increase
capacity to accommodate the growing student population and enable
the school to offer a broader range of subjects.
·
Total investment in facilities in FY24 was $0.6
million reflecting the development of the new campus in
Mandalay.
SERVICES
The Group's objective is to
leverage our security expertise and facility management services to
become the trusted regional partner for corporates.
Revenue from Services businesses
increased 31% YOY to $7.0 million in FY24 (FY23: $5.3 million). The
managed Services business contributed $10k in FY24 (FY23: nil),
mainly from Ostello Bello.
At 30 September 2024, deferred
revenue from Services businesses, representing cash received in
advance of service delivery, was:
-
Current: $0.3 million
(FY23: $0.7 million)
-
Non-Current: nil (FY23: nil)
Within its Services division, the
Group operates two brands across Myanmar and Vietnam:
EXERA is the leading provider
of risk management, consulting, integrated security, manned
guarding, secure logistics, facility management, and
cash-in-transit services in Myanmar. It serves a wide range of
international and local clients across Myanmar and holds ISO 18788,
ISO 9001, ANSI/ASIS
PSC.1, and ICoCA
certifications.
In Vietnam, it is a start-up
focused on integrated facility management services.
Ostello Bello is a
boutique Italian hostel brand known for its
vibrant social atmosphere and exceptional hospitality. Ostello
Bello operates in some of the most popular tourist destinations
across Italy and Myanmar.
Vietnam
EXERA Vietnam
·
EXERA Vietnam launched in FY24 offering
integrated facility management ("IFM") services. The company
secured its first customer with operations starting in September
2024. Revenue of $4k was generated in FY24.
·
Exera Myanmar's General Manager, who has
extensive experience having run an established IFM operator
in Vietnam, is responsible for the business. His extensive market
and industry expertise coupled with well-established Exera Myanmar
relationships strategically positions EXERA Vietnam for strong
growth in the coming years.
Myanmar
EXERA Myanmar
·
Revenue from EXERA Myanmar increased 31% YOY to
$7.0 million in FY24 (FY23: $5.3 million).
·
Revenue growth was driven by (i) repricing during
contract renewals, (ii) expansion within existing client
portfolios, (iii) acquisition of large clients, particularly
financial institutions and banks, (iv) the introduction of
high-value projects, such as CCTV installations, and (iv) increased
sales of risk reporting packages.
·
EXERA employed ca. 1,700 security officers as of
30 September 2024 across ca. 230 sites in Myanmar in line with the
revenue growth.
·
In FY24, EXERA Myanmar opened an office in
Mandalay at Ostello Bello to target businesses and organisations
operating in upper Myanmar.
Ostello Bello
·
Ostello Bello, a managed business in the Services
division, operates two boutique hostels in Mandalay and Bagan,
Myanmar, with ca. 130 beds and ca. 40 rooms. Hotel-related services
of $10k were generated in FY24 by Ostello Bello's managed
operations (FY23: nil).
·
Ostello Bello Mandalay accommodates Group
teachers and security personnel, offering a safe environment and a
base for the Group's Education division and EXERA Myanmar to
operate in Mandalay.
·
Despite the near absence of inbound tourism in
Myanmar since 2020, Ostello Bello remains steadfast in its
commitment to supporting local communities, particularly in
Bagan.
FINANCIAL
REVIEW
RESULTS OF
OPERATIONS
Revenue
grew by 23% YOY to $29.7 million in FY24 (FY23: $24.1 million). The
double-digit revenue growth was a result of strong improvement in
Myanmar across the Education businesses (FY24: 42% YOY) and
Services businesses (FY24: 31% YOY). Revenues decreased in Vietnam
(FY24: 4% YOY) as the drop at Wall Street English Vietnam was not
fully covered by Kids&Us Vietnam and Logiscool
Vietnam.
|
|
FY24
|
FY23
|
FY22
|
$
|
Brand
|
Audited
|
Audited
|
Audited
|
Owned
businesses
|
|
|
|
|
Education - Vietnam
|
|
8,229,656
|
8,539,813
|
7,391,025
|
- English language
learning
|
Wall Street English
|
7,631,372
|
8,254,131
|
7,391,025
|
- English language
learning
|
Kids&Us
|
575,519
|
285,682
|
−
|
- Coding education
|
Logiscool
|
22,765
|
−
|
−
|
|
|
|
|
|
Education - Myanmar
|
|
14,441,789
|
10,162,576
|
4,485,240
|
- English language
learning
|
Wall Street English
|
7,744,204
|
6,860,636
|
3,204,937
|
- English language
learning
|
Kids&Us
|
416,064
|
24,632
|
−
|
- Coding education
|
Logiscool
|
148,726
|
−
|
−
|
- International school
(K-12)
|
Yangon American
|
1,230,966
|
887,196
|
804,396
|
- Tertiary education
|
Auston
|
4,901,829
|
2,390,112
|
475,907
|
|
|
|
|
|
Education
|
|
22,671,445
|
18,702,389
|
11,876,265
|
|
|
|
|
|
Services
|
|
|
|
|
- Services in Vietnam
|
EXERA
|
3,576
|
-
|
-
|
- Services in Myanmar
|
EXERA
|
6,988,643
|
5,327,189
|
5,794,603
|
|
|
|
|
|
Services
|
|
6,992,219
|
5,327,189
|
5,794,603
|
|
|
|
|
|
Total owned businesses
|
|
29,663,664
|
24,029,578
|
17,670,868
|
|
|
|
|
|
Managed
businesses
|
|
|
|
Education (Legacy) -
Myanmar
|
−
|
24,969
|
236,006
|
- English language
learning
|
Wall Street English
|
−
|
24,969
|
235,363
|
- Tertiary education
|
Auston
|
−
|
−
|
643
|
|
|
|
|
|
Services
|
Ostello Bello
|
10,351
|
−
|
−
|
|
|
|
|
|
Total managed businesses
|
|
10,351
|
24,969
|
236,006
|
|
|
|
|
|
Total Revenue
|
|
29,674,015
|
24,054,547
|
17,906,874
|
All Education businesses except
Wall Street English Vietnam recorded strong revenue growth. Auston
is quickly becoming a key contributor to Group revenue and
investments in Yangon American as well as the Kids&Us and
Logiscool brands will start to have a more meaningful impact in the
years ahead.
The Services division saw a return
to growth as EXERA Myanmar stabilised the business and completed a
large one-off CCTV installation project. EXERA Vietnam has
started to record income and has the opportunity to become a
meaningful contributor to Group performance in FY25.
Group gross profit rose by
22% YOY to $17.0 million in FY24 (FY23: $13.9
million), with the Education division contributing 91% (FY23: 90%)
and the Services division 9% (FY23: 10%). The growth was driven by
increased revenue growth while margins lost 1%. A slight
improvement in the Education division gross margin at 68% (FY23:
67%) was offset by a deterioration in the Services division gross
margin at 23% (FY23: 26%).
|
FY24
|
FY23
|
FY22
|
$
|
Audited
|
Audited
|
Audited
|
Revenue
|
29,674,015
|
24,054,547
|
17,906,874
|
Cost of services
|
(12,689,487)
|
(10,184,215)
|
(9,924,470)
|
Gross profit
|
16,984,528
|
13,870,332
|
7,982,404
|
Gross profit margin
|
57%
|
58%
|
45%
|
|
|
|
|
Other income
|
16,495
|
90,018
|
80,711
|
Foreign exchange loss
|
(1,455,135)
|
(1,134,441)
|
(972,259)
|
Impairment loss on intangible
assets
|
(4,561,645)
|
-
|
-
|
Administrative and other operating
expenses
|
(20,350,864)
|
(17,098,388)
|
(12,176,613)
|
Loss from operations
|
(9,366,621)
|
(4,272,479)
|
(5,085,757)
|
Finance cost
|
(1,341,391)
|
(979,791)
|
(862,678)
|
Loss before income tax
|
(10,708,012)
|
(5,252,270)
|
(5,948,435)
|
Income tax expense
|
(245,674)
|
(67,414)
|
(33,646)
|
Loss after income tax
|
(10,953,686)
|
(5,319,684)
|
(5,982,081)
|
|
|
|
|
Selected non-cash items:
|
|
|
|
Total depreciation of plant and
equipment
|
1,207,028
|
826,953
|
436,363
|
Total amortisation on of
right-of-use asset
|
2,786,093
|
2,858,275
|
2,694,870
|
Total amortisation on of
intangible assets
|
100,718
|
80,498
|
74,342
|
(Reversal of)/impairment on trade
and
other
receivables
|
−
|
(9,514)
|
15,453
|
Loss on/(Reversal of) impairment
of
intangible assets
|
4,561,645
|
−
|
(30,000)
|
Finance costs (excluding
interest
on lease
liabilities)
|
220,416
|
105,748
|
115,890
|
Total interest on lease
liabilities
|
1,120,975
|
875,405
|
754,370
|
|
9,996,875
|
4,737,365
|
4,061,288
|
Adjusted EBITDA *
|
(711,137)
|
(514,905)
|
(1,887,147)
|
|
|
|
|
Adjusted EBITDA after impact of ROUs
*
|
(4,618,205)
|
(4,248,585)
|
(5,336,387)
|
|
|
|
|
*Key performance indicators for the Group, based on earnings
before interest, income tax, depreciation and amortisation
("EBITDA"), are (i) Adjusted EBITDA (as presented above) and (ii)
Adjusted EBITDA less amortisation of right-of-use assets and
interest on lease liabilities ("Adjusted EBITDA after impact of
ROUs").
The Group recorded a net loss of
$11.0 million in FY24 (FY23: $5.3 million loss) and the increase in
net losses was primarily driven by a $4.6 million impairment of
goodwill at Wall Street English Vietnam. Adjusted net losses,
excluding the impairment and results from businesses launched in
the past two years, were $3.2 million (FY23: $3.9 million).
Other contributing factors included: i) a $1.5
million foreign exchange loss (FY23: $1.1 million loss) due to
currency volatility in key markets, and ii) an increase in
marketing expenses to $3.5 million (FY23: $2.6 million) as the
Group expanded its efforts to scale newer businesses and establish
new brands. Wall Street English Vietnam faced persistent commercial
underperformance and shifting market preferences, prompting the
decision to close two legacy schools in FY25 as part of a broader
strategy to reallocate resources towards higher-performing
opportunities.
Group adjusted EBITDA loss
amounted to $0.7 million in FY24 (FY23:
$0.5 million loss). Continued losses at businesses launched in the
last two years coupled with worse results at Wall Street English
Vietnam outweighed gains made at the other businesses.
Direct and indirect Full Time
Employees ("FTEs") increased to ca. 2,600 at 30 September 2024 (30
September 2023: ca. 2,200). The increase in headcount is directly
linked to the school portfolio expansion in both countries and the
acquisition of additional sites under EXERA Myanmar.
CASH FLOW EVOLUTION
At 30
September 2024, the Group's cash and cash
equivalents position was $0.8 million (30 September 2023: $1.5
million). The negative change resulted from the combination of (i)
a $3.9 million inflow from operating activities, (ii) a $3.3
million outflow from investing activities, and (iii) a $1.4 million
outflow from financing activities.
The Group generated cash inflow
from operating activities of $3.9 million in FY24
(FY23: inflow
$3.7 million). Operating cash flow before working capital changes
in FY24 was negative $0.5 million (FY23: positive $0.0004 million).
If repayment of lease liabilities $3.3 million (FY23: $2.7 million)
were considered, adjusted cash inflow from operating activities
would be positive $0.6 million (FY23: positive $1.0
million).
The Group incurred cash outflow
from investing activities of $3.3 million in FY24
(FY23: outflow
$2.4 million), of which $2.5 million (FY23: $1.7 million) was spent
on leasehold improvements for the opening of (i) six schools in
Vietnam (Wall Street English 2 / Kids&Us 2 / Logiscool 2), (ii)
six schools in Myanmar (Wall Street English 1 / Kids&Us 2 /
Logiscool 3), (iii) the opening of the Early Years Village campus
and ground floor renovation at Yangon American, and (iv) the
relocation of Auston to a state-of-the-art campus in Mandalay.
These openings increased capacity and reaffirmed the Group's
commitment to growth at the respective businesses.
Cash outflow from financing
amounted to $1.4 million in FY24
(FY23: outflow $1.8 million), of which repayment of lease
liabilities totalled $3.3 million (FY23: $2.7 million). Cash inflow
from financing, before repayment of lease liabilities, was $2.0
million in FY24 (FY23: inflow $0.9 million), which comprised of proceeds from
shareholder's loan $2.0 million (FY23: $1.3 million) utilised
primarily to open new schools and support the operating losses for
new ventures (Kids&Us and Logiscool) in Vietnam.
DIVIDENDS
The Board of Directors does not
recommend paying dividends for FY24 as the Group needs to conserve
cash for working capital and future expansion.
LIQUIDITY MANAGEMENT AND GOING
CONCERN
The Board of Directors has
reviewed in detail the Group cash flow forecast for the next 24
months. This forecast considered the time
needed for new and non-performing businesses to
turn profitable. The Group conducted extensive
stress testing on various scenarios calibrating the
duration it might take for these businesses to improve as
well as other items impacting
future performance, such as the general macroeconomic
environment and initiatives within the management's
control.
The Board of Directors
determined management has control over sufficient mitigating
actions to manage cash outflow, such as prioritising capital
expenditures, reducing operational activities of non−performing
business divisions and pausing discretionary spending. Other key
considerations included:
a) The
Group meticulously plans its business expansion and continuously
monitors how changes to the political and economic environment may
potentially impact its business operations, particularly in
Myanmar. Since FY23, the overall Myanmar businesses have been
self-sustaining requiring no financial support;
b)
Negative cash conversion cycle for many businesses as tuition fees
and certain risk management services are generally collected up to
twelve months in advance of service delivery. Refer to Note 4 of
the financial statements for further details;
c)
Flexible discretionary capital spending as any capital expenditures
in Myanmar would be funded through excess capital earned locally;
and
d) Access
to unutilised Loan Facility as disclosed in Note 18 of the
financial statements.
Established businesses within the
Education and Services divisions in Myanmar generate sufficient
cash flow to support the existing operations and their expansion as
well as the establishment of new brands in Myanmar. Management
expects this trend to continue for the foreseeable
future.
In Vietnam the macroeconomic
outlook has improved in 2024 and we anticipate further growth from
businesses as new schools continue to open and new brands gain
traction.
Therefore, at the date of this
report, the Directors have concluded that the Group has adequate
financial resources to cover its working capital needs for the next
twelve months.
OUTLOOK
Asia Strategic Holdings is
steadfast in leveraging its integrated operating model and in-house
shared service functions to deliver sustainable returns to
shareholders. Significant financial and human capital investments
over the past years have established a competitive portfolio of
businesses. This portfolio balances mature, profitable anchors with
greenfield projects poised to drive the next phase of
growth.
Capital Allocation and Strategic
Focus
The Group employs a disciplined
capital allocation strategy to support its long-term
vision:
· Portfolio and balance sheet strength: balancing time and
resources in the organic growth of existing brands to drive
sustainable expansion while maintaining a resilient financial
position.
· Geographic and sectoral expansion: leveraging shared service
functions and a regional management approach to unlock synergies,
particularly in new markets.
· Investment prioritisation: minimal and prudent capital
expenditures focused on utilising existing locations and adopting a
strategic real estate framework to enable brands to achieve their
potential.
Continued Development of Existing
Brands
Partnerships with international
market leaders, such as Kids&Us, Logiscool and Wall Street
English, provide a strong foundation for organic revenue growth.
Turning around Wall Street English Vietnam remains a top priority,
with efforts focused on operational maturity to deliver meaningful
cash flow contributions and support future expansion.
The Group is also actively
enhancing the programmes at Auston and Yangon American, ensuring
students benefit from best-in-class education that equips them for
academic and professional success. These improvements aim to
strengthen the institutions' competitive edge and reinforce their
reputations as leading providers of high-quality
education.
Navigating Macroeconomic
Conditions and Demographic Shifts
The Group expects a favourable
macroeconomic environment, supported by foreign exchange stability,
broader economic growth, and demographic trends such as a growing
middle class and a young, urbanising population. Rising foreign
direct investment and the region's emergence as a tech hub are
driving demand for education, skilled labour, and services. These
dynamics align with the Group's strategy to address skills gaps
through tech-enabled education and complementary offerings while
positioning itself as a key regional partner to
corporates.
Commitment to Strategic
Growth
Asia Strategic Holdings remains
committed to expanding its footprint in emerging markets through
targeted investments that align with its core strategy. While
focusing on current operations, the Group will evaluate new
opportunities, particularly those in high-impact sectors such as
education, which complement its existing businesses and align with
regional development trends.
With an eye on long-term
opportunities and a prudent approach to immediate challenges, the
Group is well-positioned to navigate the year ahead with
resilience, delivering value for shareholders while supporting
sustainable economic and social development in the markets it
serves.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2024
|
|
Group
|
|
Note
|
2024
|
2023
|
|
|
$
|
$
|
|
|
|
|
Revenue
|
4
|
29,674,015
|
24,054,547
|
|
|
|
|
Cost of services
|
|
(12,689,487)
|
(10,184,215)
|
|
|
|
|
Gross profit
|
|
16,984,528
|
13,870,332
|
|
|
|
|
Other income
|
5
|
16,495
|
90,018
|
|
|
|
|
Administrative and other operating
expenses
|
|
(21,805,999)
|
(18,232,829)
|
|
|
|
|
Impairment loss on intangible
asset
|
11
|
(4,561,645)
|
-
|
|
|
|
|
Loss from operations
|
|
(9,366,621)
|
(4,272,479)
|
|
|
|
|
Finance costs
|
7
|
(1,341,391)
|
(979,791)
|
|
|
|
|
Loss before income tax
|
8
|
(10,708,012)
|
(5,252,270)
|
|
|
|
|
Income tax expense
|
9
|
(245,674)
|
(67,414)
|
|
|
|
|
Loss after income tax
|
|
(10,953,686)
|
(5,319,684)
|
|
|
|
|
Other comprehensive income:
|
|
|
|
Items that may be
reclassified subsequently to profit or loss:
|
|
|
|
Exchange differences on
translation of foreign operations
|
|
(47,787)
|
141,287
|
|
|
|
|
Items that will not be
reclassified subsequently to profit or loss:
|
|
|
|
Changes in fair value of equity
instruments at FVOCI
|
14
|
(49,363)
|
(107,699)
|
|
|
|
|
Other comprehensive income for the
year, net of tax
|
|
(97,150)
|
33,588
|
|
|
|
|
Total comprehensive income
|
|
(11,050,836)
|
(5,286,096)
|
CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER
2024
|
|
Group
|
|
Note
|
2024
|
2023
|
|
|
$
|
$
|
Attributable to owners of the Company:
|
|
|
|
Loss for the
year
|
|
(10,953,686)
|
(5,319,684)
|
|
|
|
|
Total comprehensive
income
|
|
(11,050,836)
|
(5,286,096)
|
|
|
|
|
Loss per share ($) basic and
diluted
|
23
|
(3.65)
|
(1.80)
|
CONSOLIDATED STATEMENTS OF FINANCIAL
POSITION
AS AT 30 SEPTEMBER 2024
|
|
Group
|
|
Note
|
2024
|
2023
|
|
|
$
|
$
|
|
|
|
|
ASSETS
|
|
|
|
Non−current assets
|
|
|
|
Plant and equipment
|
10
|
4,113,186
|
2,846,539
|
Intangible assets
|
11
|
2,105,660
|
6,705,035
|
Right-of-use assets
|
12
|
11,467,330
|
11,383,340
|
Financial assets at
FVOCI
|
14
|
-
|
49,363
|
Trade and other
receivables
|
16
|
2,642,315
|
1,828,771
|
Total non-current assets
|
|
20,328,491
|
22,813,048
|
|
|
|
|
Current assets
|
|
|
|
Inventories
|
15
|
325,150
|
222,395
|
Trade and other
receivables
|
16
|
2,700,547
|
2,481,989
|
Cash and cash
equivalents
|
17
|
782,562
|
1,489,812
|
Total current assets
|
|
3,808,259
|
4,194,196
|
Total assets
|
|
24,136,750
|
27,007,244
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
Liabilities
|
|
|
|
Non−current liabilities
|
|
|
|
Contract liabilities
|
4
|
1,953,792
|
1,096,763
|
Lease liabilities
|
12
|
10,211,595
|
9,869,397
|
Shareholder's loans
|
18
|
4,756,173
|
2,577,181
|
Total non-current liabilities
|
|
16,921,560
|
13,543,341
|
|
|
|
|
Current liabilities
|
|
|
|
Contract liabilities
|
4
|
12,471,197
|
10,996,568
|
Trade and other
payables
|
19
|
8,203,557
|
5,840,468
|
Lease liabilities
|
12
|
2,546,728
|
2,251,819
|
Tax payables
|
|
193,034
|
7,368
|
Total current liabilities
|
|
23,414,516
|
19,096,223
|
Total liabilities
|
|
40,336,076
|
32,639,564
|
CONSOLIDATED STATEMENTS OF FINANCIAL
POSITION
AS AT 30
SEPTEMBER 2024
|
|
Group
|
|
Note
|
2024
|
2023
|
|
|
$
|
$
|
|
|
|
|
Equity
|
|
|
|
Share capital
|
20
|
21,919,638
|
21,639,638
|
Convertible notes
|
21
|
5,730,000
|
5,730,000
|
Accumulated losses
|
|
(44,498,227)
|
(33,544,541)
|
Other reserves
|
22
|
649,263
|
542,583
|
Total equity
|
|
(16,199,326)
|
(5,632,320)
|
Total liabilities and equity
|
|
24,136,750
|
27,007,244
|
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER
2024
|
Note
|
Share
capital
|
Convertible
notes
|
Accumulated
losses
|
Equity
reserves
|
Share
option
reserve
|
Fair
value
reserve
|
Foreign exchange
reserve
|
Other reserves
total
|
Total
equity
|
|
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Group
|
|
|
|
|
|
|
|
|
|
|
Balance as at 1 October
2023
|
|
21,639,638
|
5,730,000
|
(33,544,541)
|
(212,271)
|
1,298,100
|
(713,391)
|
170,145
|
542,583
|
(5,632,320)
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the financial
year:
|
|
|
|
|
|
|
|
|
|
|
Loss for the financial
year
|
|
-
|
-
|
(10,953,686)
|
-
|
-
|
-
|
-
|
-
|
(10,953,686)
|
Other comprehensive
income
|
|
-
|
-
|
-
|
-
|
-
|
(49,363)
|
(47,787)
|
(97,150)
|
(97,150)
|
|
|
-
|
-
|
(10,953,686)
|
-
|
-
|
(49,363)
|
(47,787)
|
(97,150)
|
(11,050,836)
|
|
|
|
|
|
|
|
|
|
|
|
Contribution by owners of the Company
|
|
|
|
|
|
|
|
|
|
|
Issuance of shares in lieu of
bonus
|
20
|
280,000
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
280,000
|
Recognition of share-based
payments
|
22
|
-
|
-
|
-
|
-
|
203,830
|
-
|
-
|
203,830
|
203,830
|
|
|
280,000
|
-
|
-
|
-
|
203,830
|
-
|
-
|
203,830
|
483,830
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at 30 September
2024
|
|
21,919,638
|
5,730,000
|
(44,498,227)
|
(212,271)
|
1,501,930
|
(762,754)
|
122,358
|
649,263
|
(16,199,326)
|
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER
2024
|
Note
|
Share
capital
|
Convertible
notes
|
Accumulated
losses
|
Equity
reserves
|
Share
option
reserve
|
Fair
value
reserve
|
Foreign exchange
reserve
|
Other reserves
total
|
Total
equity
|
|
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Group
|
|
|
|
|
|
|
|
|
|
|
Balance as at 1 October
2022
|
|
21,439,638
|
5,730,000
|
(28,224,857)
|
(212,271)
|
968,819
|
(605,692)
|
28,858
|
179,714
|
(875,505)
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the financial
year:
|
|
|
|
|
|
|
|
|
|
|
Loss for the financial
year
|
|
-
|
-
|
(5,319,684)
|
-
|
-
|
-
|
-
|
-
|
(5,319,684)
|
Other comprehensive
income
|
|
-
|
-
|
-
|
-
|
-
|
(107,699)
|
141,287
|
33,588
|
33,588
|
|
|
-
|
-
|
(5,319,684)
|
-
|
-
|
(107,699)
|
141,287
|
33,588
|
(5,286,096)
|
|
|
|
|
|
|
|
|
|
|
|
Contribution by owners of the Company
|
|
|
|
|
|
|
|
|
|
|
Issuance of shares in lieu of
bonus
|
20
|
200,000
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
200,000
|
Recognition of share-based
payments
|
22
|
-
|
-
|
-
|
-
|
329,281
|
-
|
-
|
329,281
|
329,281
|
|
|
200,000
|
-
|
-
|
-
|
329,281
|
-
|
-
|
329,281
|
529,281
|
Balance as at 30 September
2023
|
|
21,639,638
|
5,730,000
|
(33,544,541)
|
(212,271)
|
1,298,100
|
(713,391)
|
170,145
|
542,583
|
(5,632,320)
|
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER
2024
|
|
Group
|
|
Note
|
2024
|
2023
|
|
|
$
|
$
|
|
|
|
|
Operating activities
|
|
|
|
Loss before income tax
|
|
(10,708,012)
|
(5,252,270)
|
|
|
|
|
Adjustments for:
|
|
|
|
Interest income
|
5
|
(3,187)
|
(23,608)
|
Share−based
compensation
|
6
|
203,830
|
329,281
|
Interest on shareholder's
loans
|
7
|
216,920
|
105,748
|
Loss on disposal of plant and
equipment
|
8
|
1,657
|
1,154
|
Depreciation of plant and
equipment
|
10
|
1,207,028
|
826,953
|
Amortisation of intangible
assets
|
11
|
100,718
|
80,498
|
Impairment loss on intangible
asset
|
11
|
4,561,645
|
-
|
Amortisation of
right-of-use assets
|
12
|
2,786,093
|
2,858,275
|
Lease concession
|
12
|
(13,562)
|
(139,978)
|
Interest on lease
liabilities
|
12
|
1,120,975
|
875,405
|
Reversal of impairment loss on
trade and other receivables
|
16
|
-
|
(9,514)
|
Unrealised foreign exchange
loss
|
|
(14,694)
|
348,430
|
Operating cash flows before
working capital changes
|
|
(540,589)
|
374
|
|
|
|
|
Working capital
changes:
|
|
|
|
Trade and other
receivables
|
|
(343,487)
|
(565,342)
|
Inventories
|
|
(102,755)
|
(56,504)
|
Trade and other
payables
|
|
2,643,089
|
2,248,570
|
Contract liabilities
|
|
2,331,658
|
2,127,283
|
Cash provided from
operations
|
|
3,987,916
|
3,754,381
|
Interest received
|
|
3,187
|
23,608
|
Income tax paid
|
|
(60,008)
|
(76,275)
|
Net cash from operating
activities
|
|
3,931,095
|
3,701,714
|
|
|
|
|
Investing activities
|
|
|
|
Purchase of plant and
equipment
|
10
|
(2,484,306)
|
(1,725,841)
|
Purchase of intangible
assets
|
11
|
(105,230)
|
(94,889)
|
Advances to a related
party
|
16
|
(688,615)
|
(564,438)
|
Net cash used in investing
activities
|
|
(3,278,151)
|
(2,385,168)
|
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER
2024
|
|
Group
|
|
Note
|
2024
|
2023
|
|
|
$
|
$
|
|
|
|
|
Financing activities
|
|
|
|
Repayment of lease
liabilities
|
12
|
(2,209,182)
|
(1,921,275)
|
Interest paid on lease
liabilities
|
12
|
(1,120,975)
|
(752,974)
|
Proceeds from shareholder's
loans
|
18
|
1,962,072
|
1,325,000
|
Repayment of shareholder's loans
and interests
|
18
|
-
|
(353,567)
|
Repayment of bank loan
|
|
-
|
(115,530)
|
Net cash used in financing
activities
|
|
(1,368,085)
|
(1,818,346)
|
|
|
|
|
Net changes in cash and cash
equivalents
|
|
(715,141)
|
(501,800)
|
Effect of exchange rate changes on
cash and cash equivalents
|
|
7,891
|
11,380
|
Cash and cash equivalents at
beginning of year
|
|
1,489,812
|
1,980,232
|
Cash and cash equivalents at end
of year
|
17
|
782,562
|
1,489,812
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER
2024
1.
General
Asia Strategic Holdings Limited
(the "Company" or "Asia Strategic") (Registration Number
201302159D), is a public company limited by shares incorporated and
domiciled in Singapore with its principal place of business and
registered office at 80 Raffles Place #32−01, UOB Plaza, Singapore
048624. The Company was listed on the Main Market of London Stock
Exchange on 22 August 2017.
The principal activities of the
Company are management services to its
subsidiaries followed by developing,
managing, operating and investing in businesses across Emerging
Asia. The principal activities of the subsidiaries are set out in
Note 13 to the financial statements. Related companies in
these financial statements refer to members of the Group.
2. Material accounting
policies
2.1 Basis of preparation
The financial statements have been
prepared in accordance with International Financial Reporting
Standards ("IFRSs") as adopted by the European Union and are
prepared under the historical cost convention, except as disclosed
in the accounting policies below.
The individual financial
statements of each Group entity are measured and presented in the
currency of the primary economic environment in which the entity
operates (its functional currency). The consolidated financial
statements of the Group and the statement of financial position of
the Company are presented in United States Dollar ("$") which is
the functional currency of the Company and the presentation
currency for the consolidated financial statements.
The preparation of financial
statements in compliance with IFRS requires management to make
judgements, estimates and assumptions that affect the Group's
application of accounting policies and reported amounts of assets,
liabilities, revenue and expenses. Although these estimates are
based on management's best knowledge of current events and actions,
actual results may differ from those estimates. The areas where
such judgements or estimates have significant effect on the
financial statements are disclosed in Note 3 to the financial
statements.
Myanmar political and economic
situation
The business environment in major cities where the
Group operates such as Yangon and Mandalay remain active yet
challenging due to (i) frequent power and telecommunication
outages, (ii) sudden regulatory changes, (iii) stringent foreign
exchange control measures, (iv) weakening of the Myanmar Kyat
against foreign currencies, particular USD resulting in
inflationary pressure, and (v) increased security risks. The
political and economic situation evolves daily and the long-term
effects remain unclear at this stage.
The Group continuously monitor and apply appropriate
mitigating actions to ensure the Group's operations in Myanmar
remain flexible and adaptable to the current market environment.
The Group's English language and coding schools operates on
platforms with blended learning solution which are offered online
or through a hybrid online/in-centre approach to the students.
Accordingly, the Group is prepared to switch its delivery of all
education services from in-center to online, if required to avoid
any business disruptions and ensure business continuity. Its
security services business remained integral to secure embassies,
customer premises and national infrastructure.
As part of the Group's risk management, minimal cash
balances in Myanmar are maintained to the extent of its cash flow
requirement in any given month. Excess cash balances are maintained
in Singapore to mitigate country and credit risk exposure.
While the Group remains focused on expanding its
current operations in Vietnam which are expected to exceed Myanmar
over time, the contribution from both markets remains an important
diversification strategy to mitigate the overall geographical risk
exposure of the Group.
The Group has considered the current market
environment in the respective countries in which it operates as at
the reporting date and notes that there are no indicators that
warrant material adjustments to the key estimates and judgements on
the recoverability of the assets. The significant estimates and
judgements applied are as disclosed in Note 3 to the financial
statements.
Going concern
assumption
Including the one-off impairment
loss on intangible asset of $4,561,645, the Group recorded
loss for the year of $10,953,686 (2023:
$5,319,684), being not less than 12 months from the date of
approval of the financial statements. As at reporting date, the
Group's current liabilities and total liabilities exceeded its
current assets and total assets amounting to $19,606,257 (2023:
$14,902,027) and $16,199,326 (2023:
$5,632,320), respectively. Net current liabilities, excluding
contract liabilities (that are released to revenue rather than
resulting in cash outflows) amounted to $7,135,060 (2023:
$3,905,459).
The Board of Directors have
carried out a detailed review of the Group cash flow forecast for
24 months from the financial year ended 30 September
2024.
The cash flow forecast has been
prepared and stress-tested taking into consideration the timing of
capital expenditures, the general political and macroeconomic
environment and other information available at the end of the
reporting period. The Directors have evaluated that there are
sufficient mitigating actions within their control, such as further
optimising the Group's operations and prioritising the Group's
capital expenditures focusing on multi brand sites driving
operational efficiency and synergies.
Other key considerations in the assessment include,
among others:
a) The Group
meticulously plan its business expansion and continuously monitor
how changes to the political and economic environment may
potentially impact its business operations, particularly in
Myanmar. For the past few years, overall the Myanmar-based
businesses have been largely self-sustainable;
b) The
Group has access to $818,000 in unutilised loan facility
as disclosed in Note 18 to the financial
statements;
c)
Issuance and subscription of the Zero-Coupon Convertible Notes by
existing shareholders of the Group amounting to $2,025,000
(resulting in net cash inflow of $725,000) subsequent to the
financial year end, as disclosed in Note 29 to the financial
statements;
d) Tuition fees and certain security services are generally
collected 1 to 12 months in advance of performance with reference
to the terms of the contracts (refer to Note 4 for further
details).
e) The Group is able
to generate positive cashflow from its operations. The Group's net
cash generated from operating activities amounted to $601,000 (net
of repayment of interest and principal lease liabilities) during
the current financial year;
f) Flexibility
over the timing and the size of certain capital expenditures as all
expansionary expenditures are discretionary in nature. Any capital
expenditures in Myanmar would be funded by the excess capital
available locally, if any.
Based on the current market
environment in the respective countries the Group operates, there
are no indicators that warrant material adjustments to the key
assumptions and judgements applied.
The Directors of the Company are of the opinion that,
based on past operating cash flows, current forecasts, flexibility
in investing activities, cash resources and available loan
facilities, no material uncertainty exists have been identified
that may give rise to significant doubt over going concern and the
going concern basis is appropriate in the preparation of the
financial statements.
Changes in accounting
policies
New standards, amendments and interpretations effective from
1 October 2023
On 1 October 2023, the Group
adopted the new or amended IFRS and interpretations to IFRS that
are mandatory for application for the financial year. The adoption
of these standards did not result in significant changes to the
Group's accounting policies and had no material impact to the
Group's financial statements, except as disclosed below.
Amendments to IAS 1 Presentation of Financial
Statements: Disclosure of Accounting Policies and IFRS Practice
Statement 2
The amendments change the disclosure requirements
with respect to accounting policies from 'significant accounting
policies' to 'material accounting policy information'. The
amendments provide guidance on when accounting policy is likely to
be considered material. Management has followed the guidance in the
amendments to IAS 1 and IFRS Practice Statement 2 in determining
which accounting policy information is material. For the
preparation of financial statements for the financial year ended 30
September 2024, the material accounting policy information have
been included in Note 2 to the financial statements.
IFRS issued but not yet
effective
At the date of authorisation of
these financial statements, the following IASB were issued but not yet
effective and have not been early adopted in these financial
statements:
Standard or interpretation
|
Description
|
Effective
date
(annual
periods
beginning on
or
after)
|
|
|
|
IAS 7 and IFRS 7 (Amendments)
|
: Supplier Financing
Arrangements
|
1
January 2024
|
Amendments to IAS
|
: Classification of Liabilities as
Current or Non-current
|
1
January 2024
|
Amendments to IFRS 16
|
: Leases (Liability in a Sale and
Leaseback)
|
1
January 2024
|
Amendments to IAS 1
|
: Presentation of Financial
Statements (Non-current liabilities with Covenants)
|
1
January 2024
|
IAS 21
|
: Lack of
Exchangeability
|
1
January 2025
|
Consequential amendments were also
made to various standards as a result of these new or revised
standards.
Except as disclosed below, the
Group anticipates that the adoption of the above standards if
applicable, will have no material impact on the financial
statements of the Group in the period of their adoption.
Amendments to IAS 21: Lack of
Exchangeability
Under IAS 21, the Effects of
Changes in Foreign Exchange Rates, in preparing the financial
statements of the individual entities, transactions in currencies
other than the entity's functional currency ("foreign currencies")
are recorded at the rate of exchange prevailing on the date of the
transaction. However, in rare circumstances, it is possible that
one currency cannot be exchanged into another. This lack of
exchangeability might arise when a government imposes controls on
capital imports and exports, for example, or when it provides an
official exchange rate but limits the volume of foreign currency
transactions that can be undertaken at that rate. Consequently,
market participants are unable to buy and sell currency to meet
their needs at the official exchange rate and turn instead to
unofficial, parallel markets.
Although few jurisdictions are
affected by this, it can have a significant accounting impact for
those companies affected. Accordingly, IAS 21 was amended to
clarify when a currency is exchangeable into another currency and
how a company estimates a spot rate when a currency lacks
exchangeability.
Under the amendments to IAS 21, an
entity is allowed to estimate a spot rate when a currency is not
exchangeable. When estimating a spot rate an entity can use an
observable exchange rate without adjustment or another estimation
technique.
Entities applying this new amended
standard will need to provide new disclosures to help users assess
the impact of using an estimated exchange rate on the financial
statements which includes (i) the nature and financial impacts of
the currency not being exchangeable, (ii) the spot exchange rate
used, (iii) the estimation process; and (iv) risks to the company
because the currency is not exchangeable.
In April 2022, the Central Bank of
Myanmar ("CBM") implemented foreign exchange control measures
requiring all foreign currency receipts from April 2022 to be
converted to Myanmar Kyat ("Kyat"), restricting conversion of
foreign currencies and limiting offshore remittance. The foreign
exchange regulations in Myanmar remain fluid and subject to
unpredictable changes. The Group continuously monitor announcements
by the CBM to manage its currency exposures proactively.
The amendments apply to the annual
reporting periods beginning on or after 1 January 2025. Earlier
application is permitted. The Group is in the process of performing
a detailed assessment in respect of classification, measurement and
disclosure on the financial statements.
2.2 Basis of
consolidation
The consolidated financial
statements incorporate the financial statements of the Company and
its subsidiaries. Subsidiaries are entities over which the Group
has control. The Group controls an investee if the Group has power
over the investee, exposure to variable returns from its
involvement with the investee, and the ability to use its power to
affect those variable returns. Control is reassessed whenever facts
and circumstances indicate that there may be a change in any of
these elements of control.
Subsidiaries are consolidated from
the date on which control commences until the date on which control
ceases. Control is reassessed whenever the facts and circumstances
indicate that they may be a change in the elements of
control.
All intra−group balances and
transactions and any unrealised income and expenses arising from
intra−group transactions are eliminated on consolidation.
Unrealised losses are also eliminated unless the transaction
provides an impairment indicator of the transferred
asset.
The financial statements of the
subsidiaries are prepared for the same reporting period as that of
the Company, using consistent accounting policies. Where necessary,
accounting policies of subsidiaries are changed to ensure
consistency with the policies adopted by the Group.
2.3 Business combinations
The acquisition of subsidiaries is
accounted for using the acquisition method. The consideration
transferred for the acquisition is measured at the aggregate of the
fair values, at the date of exchange, of assets given, liabilities
incurred or assumed, and equity instruments issued by the Group in
exchange for control of the acquiree. Acquisition−related costs are
recognised in profit or loss as incurred. Consideration transferred
also includes any contingent consideration measured at the fair
value at the acquisition date. Subsequent changes in fair value of
contingent consideration which is deemed to be an asset or
liability, will be recognised in profit or loss. The acquiree's
identifiable assets, liabilities and contingent liabilities that
meet the conditions for recognition under IFRS 3 are recognised at
their fair values at the acquisition date.
Where a business combination is
achieved in stages, the Group's previously held interests in the
acquired entity are remeasured to fair value at the acquisition
date (i.e., the date the Group attains control) and the resulting
gain or loss, if any, is recognised in profit or loss. Amounts
arising from interests in the acquiree prior to the acquisition
date that have previously been recognised in other comprehensive
income are reclassified to profit or loss, where such treatment
would be appropriate if that interest were disposed of.
Goodwill arising on acquisition is
recognised as an asset at the acquisition date and initially
measured at the excess of the sum of the consideration transferred,
the amount of any non−controlling interest in the acquiree and the
fair value of the acquirer's previously held equity interest (if
any) in the entity over net acquisition−date fair value amounts of
the identifiable assets acquired and the liabilities and contingent
liabilities assumed.
Goodwill on subsidiary is recognised separately as
intangible assets. Goodwill is initially recognised at cost and
subsequently measured at cost less any accumulated impairment
losses.
2.4 Revenue
recognition
Revenue is recognised when a
performance obligation is satisfied. Revenue is measured based on
the consideration of which the Group expects to be entitled in
exchange for transferring promised good or services to a customer,
excluding amounts collected on behalf of third parties (i.e.,
sales-related taxes). The consideration promised in the contracts
with customers are derived from fixed price contracts.
Contract liabilities are deferred
revenue comprising tuition fees and other
advance consideration received from customers and a related party.
Deferred revenue is recognised as revenue when performance
obligations under its contracts are satisfied.
Tuition fees
Tuition fees are earned from the
provision of educational and enrichment programs across the Group's
educational businesses, either in person or online. Tuition fees
are recognised over the duration of the course and when services
are rendered with reference to the terms of the contract on a
straight−line basis over the term of the courses. Sale of
merchandise and ancillary fees are either recognised at point in
time when goods are delivered, or over time on a straight−line
basis, respectively according to the
delivery of the performance obligations.
Security services
The Group provides a broad range of
security, risk management, facility management and security
training services to customers over a specified contract period.
The performance obligation is satisfied over time as the customer
simultaneously receives and consumes the benefits of the services.
As the Group's efforts or inputs are expended throughout the
performance period, revenue is recognised on a straight−line basis
over the specified contract period.
For certain contracts where the
Group supplies security equipment and provides ad−hoc services such
as journey management and cash in transit, revenue is recognised at
point in time when goods and services are delivered.
2.5 Employee
benefits
Statutory contributions
Statutory contributions include defined contribution
plans and social benefits as regulated by the countries where the
Group operates. These statutory contributions are charged as an
expense in the period in which the related service is performed.
Defined contribution plans are post−employment benefit plans under
which the Group pays fixed contributions into state−managed
retirement benefit schemes and has no legal and constructive
obligation to pay further once the payments are made.
2.6 Share−based
payments
The Group issues equity−settled
share−based payments to certain employees.
Equity−settled share−based
payments are measured at fair value of the equity instruments
(excluding the effect of non−market−based vesting conditions) at
the date of grant. The fair value determined at the grant date of
the equity−settled share−based payments is expensed on a
straight−line basis over the vesting period with a corresponding
credit to the share−based payment reserve, based on the Group's
estimate of the number of equity instruments that will eventually
vest and adjusted for the effect of non−market−based vesting
conditions. At the end of each financial period, the Group revises
the estimate of the number of equity instruments expected to vest.
The impact of the revision of the original estimates, if any, is
recognised in profit or loss over the remaining vesting period with
a corresponding adjustment to the share−based payment
reserve.
Fair value of the share
options is measured using the Black−Scholes
pricing model. The expected life used in the model has been
adjusted, based on management's best estimate, for the effects of
non−transferability, exercise restrictions and behavioural
considerations.
For cash-settled share-based payments, a liability
and a corresponding expense equal to the portion of the goods or
services received is recognised at the current fair value
determined at the end of each financial year, with movements
recognised in profit or loss.
2.7
Taxes
Income tax expense comprise current
tax expense and deferred tax expense.
Current income tax
Current income tax expense is the
amount of income tax payable in respect of the taxable profit for a
period. Current income tax liabilities for the current and prior
periods shall be measured at the amount expected to be paid to the
taxation authorities, using the tax rates and tax laws in the
countries where the Group operates, that have been enacted or
substantively enacted by the end of the financial year. Management
evaluates its income tax provisions on periodical basis.
Current income tax expenses are
recognised in profit or loss, except to the extent that the tax
relates to items recognised outside profit or loss, either in other
comprehensive income or directly in equity.
Deferred tax
Deferred tax is recognised on all
temporary differences between the carrying amounts of assets and
liabilities in the financial statements and the corresponding tax
bases of asset and liabilities, except when the temporary
difference arises from the initial recognition of goodwill or other
assets and liabilities that is not a business combination and
affects neither the accounting profit nor taxable
profit.
Deferred tax liabilities are
recognised for all taxable temporary differences associated with
investments in subsidiaries, except where the Group is able to
control the timing of reversal of the temporary difference and it
is probable that the temporary difference will not reverse in the
foreseeable future. Deferred tax assets are recognised for all
deductible temporary differences to the extent that it is probable
that taxable profit will be available against which the temporary
difference can be utilised.
The carrying amount of deferred tax
assets is reviewed at the end of each financial year and reduced to
the extent that it is no longer probable that sufficient taxable
profits will be available to allow all or part of the deferred tax
asset to be utilised.
Deferred tax assets and liabilities
are measured using the tax rates expected to apply for the period
when the asset is realised or the liability is settled, based on
tax rate and tax law that have been enacted or substantially
enacted by the end of financial year. The measurement of deferred
tax reflects the tax consequences that would follow from the manner
in which the Group expects to recover or settle its assets and
liabilities.
Deferred tax assets and liabilities
are offset when there is a legally enforceable right to set off
current tax assets against current tax liabilities and when they
relate to income taxes levied by the same taxation authority and
the Group intends to settle its current tax assets and liabilities
on a net basis.
Deferred tax is recognised in
profit or loss, except when it relates to items recognised outside
profit or loss, in which case the tax is also recognised either in
other comprehensive income or directly in equity, or where it
arises from the initial accounting for a business combination.
Deferred tax arising from a business combination, is taken into
account in calculating goodwill on acquisition.
Sales tax
Revenue, expenses and assets are
recognised net of the amount of sales tax except:
·
when the sales tax that is incurred on purchase
of assets or services is not recoverable from the taxation
authorities, in which case the sales tax is recognised as part of
cost of acquisition of the asset or as part of the expense item as
applicable; and
·
receivables and payables that are stated with the
amount of sales tax included.
The net amount of sales tax
recoverable from, or payable to, the taxation authority is included
as part of receivables or payables in the statement of financial
position.
2.8 Foreign
currency transactions and translation
In preparing the financial
statements of the individual entities, transactions in currencies
other than the entity's functional currency ("foreign currencies")
are recorded at the rate of exchange prevailing on the date of the
transaction. At the end of each financial year, monetary items
denominated in foreign currencies are retranslated at the rates
prevailing as of the end of the financial year. Non−monetary items
carried at fair value that are denominated in foreign currencies
are retranslated at the rates prevailing on the date when the fair
value was determined. Non−monetary items that are measured in terms
of historical cost in a foreign currency are not
retranslated.
Exchange differences arising on the settlement of
monetary items, and on retranslation of monetary items are included
in profit or loss for the period. Exchange differences arising on
the retranslation of non−monetary items carried at fair value are
included in profit or loss for the period except for differences
arising on the retranslation of non−monetary items in respect of
which gains and losses are recognised directly in equity. For such
non−monetary items, any exchange component of that gain or loss is
also recognised directly in equity.
For the purpose of presenting
consolidated financial statements, the assets and liabilities of
the Group's foreign operations (including comparatives) are
expressed in United States Dollar using exchange rates prevailing
at the end of the financial year. Income and expense items
(including comparatives) are translated at the average exchange
rates for the period, unless exchange rates fluctuated
significantly during that period, in which case the exchange rates
at the dates of the transactions are used. Exchange differences
arising, are recognised initially in other comprehensive income and
accumulated in the Group's foreign exchange reserve.
On consolidation, exchange
differences arising from the translation of the net investment in
foreign entities (including monetary items that, in substance, form
part of the net investment in foreign entities), and of borrowings
and other currency instruments designated as hedges of such
investments, are taken to the foreign exchange reserve.
On disposal of a foreign
operation, the accumulated foreign exchange reserve relating to
that operation is reclassified to profit or loss.
Goodwill and fair value
adjustments arising on the acquisition of a foreign operation are
treated as assets and liabilities of the foreign operation and
translated at the closing rate.
2.9 Plant and equipment
All items of plant and equipment
are initially recognised at cost. The cost includes its purchase
price and any costs directly attributable to bringing the asset to
the location and condition necessary for it to be capable of
operating in the manner intended by management. Dismantlement,
removal or restoration costs are included as part of the cost if
the obligation for dismantlement, removal or restoration is
incurred as a consequence of acquiring or using the plant and
equipment.
Subsequent expenditure on an item
of plant and equipment is added to the carrying amount of the item
if it is probable that future economic benefits associated with the
item will flow to the Group and the cost can be measured reliably.
All other costs of servicing are recognised in profit or loss when
incurred.
Plant and equipment are
subsequently stated at cost less accumulated depreciation and any
accumulated impairment losses.
Depreciation is calculated using
the straight-line method to allocate the depreciable amounts over
their estimated useful lives on the following basis:
Computers and books
|
3 - 5 years
|
Furniture and fittings
|
3 - 7 years
|
Motor vehicles
|
5 - 6 years
|
Leasehold improvements
|
3 - 5 years
|
No depreciation is charged on
construction−in−progress as they are not yet ready for their
intended use as at the end of the reporting period.
The carrying values of plant and
equipment are reviewed for impairment when events or changes in
circumstances indicate that the carrying value may not be
recoverable.
The estimated useful lives,
residual values and depreciation methods are reviewed, and adjusted
as appropriate, at the end of each financial period.
An item of plant and equipment is
derecognised upon disposal or when no future economic benefits are
expected from its use or disposal.
The gain or loss arising on
disposal or retirement of an item of plant and equipment is
determined as the difference between the sales proceeds and the
carrying amount of the asset and is recognised in profit or
loss.
2.10 Intangible assets
Goodwill
Goodwill arising on the
acquisition of a subsidiary or business represents the excess of
the consideration transferred, the amount of any non−controlling
interests in the acquiree and the acquisition date fair value of
any previously held equity interest in the acquiree over the
acquisition date fair value of the identifiable assets, liabilities
and contingent liabilities of the subsidiary recognised at the date
of acquisition.
Goodwill on subsidiary is
recognised separately as intangible assets. Goodwill is initially
recognised at cost and subsequently measured at cost less any
accumulated impairment losses.
For the purpose of impairment
testing, goodwill is allocated to each of the Group's
cash−generating units expected to benefit from the synergies of the
combination. Cash−generating units to which goodwill has been
allocated are tested for impairment annually, or more frequently
when there is an indication that the unit may be impaired. If the
recoverable amount of the cash−generating unit is less than the
carrying amount of the unit, the impairment loss is allocated first
to reduce the carrying amount of any goodwill allocated to the unit
and then to the other assets of the unit pro−rata on the basis of
the carrying amount of each asset in the unit. An impairment loss
recognised for goodwill is not reversed in a subsequent
period.
On disposal of a subsidiary, the
attributable amount of goodwill is included in the determination of
the gain or loss on disposal.
Intangible assets acquired in a
business combination
Intangible assets acquired in a
business combination are identified and recognised separately from
goodwill if the assets and their fair values can be measured
reliably. The cost of such intangible assets is their fair value as
at the acquisition date.
Subsequent to initial recognition,
intangible assets acquired in a business combination are reported
at cost less accumulated amortisation and any accumulated
impairment losses, on the same basis as intangible assets acquired
separately.
Intangible assets with finite
useful lives are amortised over the estimated useful lives and
assessed for impairment whenever there is an indication that the
intangible asset may be impaired. The amortisation period and the
amortisation method are reviewed at least at each financial
period−end. Changes in the expected useful life or the expected
pattern of consumption of future economic benefits embodied in the
asset is accounted for by changing the amortisation period or
method, as appropriate, and are treated as changes in accounting
estimates. The amortisation expense on intangible assets with
finite useful lives is recognised in profit or loss.
An item of intangible asset is
derecognised upon disposal or when no future economic benefits are
expected from its use of disposal. Any gain or loss on
derecognition of the asset is included in profit or loss in the
financial period the asset is derecognised.
2.11 Impairment of
non−financial assets excluding goodwill
At the
end of each financial period, the Group reviews the carrying
amounts of its non−financial assets to determine whether there is
any indication that those assets have suffered an impairment loss.
If any such indication exists, the recoverable amount of the asset
is estimated in order to determine the extent of the impairment
loss (if any). Where it is not possible to estimate the recoverable
amount of an individual asset, the Group estimates the recoverable
amount of the cash−generating unit to which the asset
belongs.
Intangible assets with indefinite
useful lives and intangible assets not yet available for use are
tested for impairment annually, and whenever there is an indication
that the asset may be impaired.
The recoverable amount of an asset
or cash−generating unit ("CGU") is the higher of its fair value
less costs to sell and its value in use. In assessing value in use,
the estimated future cash flows are discounted to their present
value using a pre−tax discount rate that reflects current market
assessments of the time value of money and the risks specific to
the asset.
If the recoverable amount of an
asset (or cash−generating unit) is estimated to be less than its
carrying amount, the carrying amount of the asset (cash−generating
unit) is reduced to its recoverable amount. An impairment loss is
recognised immediately in profit or loss.
Where an impairment loss
subsequently reverses, the carrying amount of the asset
(cash−generating unit) is increased to the revised estimate of its
recoverable amount, but so that the increased carrying amount does
not exceed the carrying amount that would have been determined had
no impairment loss been recognised for the asset (cash−generating
unit) in prior years. A reversal of an impairment loss is
recognised immediately in profit or loss.
2.12 Financial instruments
The Group recognises a financial
asset or a financial liability in its statement of financial
position when, and only when, the Group becomes party to the
contractual provisions of the instrument.
Financial
assets
The Group classifies its financial
assets into one of the categories below, depending on the Group's
business model for managing the financial assets as well as the
contractual terms of the cash flows of the financial asset. The
Group shall reclassify its affected financial assets when and only
when the Group changes its business model for managing these
financial assets. The Group's accounting policy for each category
detailed below.
Amortised cost
These assets arise principally
from the provision of goods and services to customers (e.g. trade
receivables), but also incorporate other types of financial assets
where the objective is to hold these assets in order to collect
contractual cash flows and the contractual cash flows are solely
payments of principal and interest. They are initially recognised
at fair value plus transaction costs that are directly attributable
to their acquisition or issue, and are subsequently carried at
amortised cost using the effective interest rate method less
provision for impairment. Interest income from these financial
assets is included in interest income using the effective interest
rate method.
Impairment provisions for trade
receivables are recognised based on the simplified approach within
IFRS 9 using the lifetime expected credit losses. During this
process, the probability of the non−payment of the trade
receivables is assessed. This probability is then multiplied by the
amount of the expected loss arising from default to determine the
lifetime expected credit loss for the trade receivables. For trade
receivables, which are reported net, such provisions are recorded
in a separate provision account with the loss being recognised in
the consolidated statement of comprehensive income. On confirmation
that the trade receivable will not be collectable, the gross
carrying value of the asset is written off against the associated
provision.
Impairment provisions for
other receivables are
recognised based on a forward−looking expected credit loss. The
methodology used to determine the amount of the provision is based
on whether at each reporting date, there has been a significant
increase in credit risk since initial recognition of the financial
asset. For those where the credit risk has not increased
significantly since initial recognition of the financial asset,
twelve month expected credit losses along with gross interest
income are recognised. For those that are determined to be credit
impaired, lifetime expected credit losses along with interest
income on a net basis are recognised.
The Group's financial assets
measured at amortised cost comprise trade and other receivables
(excluding prepayments and sales tax) and
cash and cash equivalents in the consolidated statement of
financial position.
Derecognition of financial
assets
The Group derecognises a financial
asset only when the contractual rights to the cash flows from the
asset expire, or it transfers the financial asset and substantially
all the risks and rewards of ownership of the asset to another
entity.
Financial
liabilities
Financial liabilities and equity instruments
Classification as debt or
equity
Financial liabilities and equity
instruments issued by the Group are classified according to the
substance of the contractual arrangements entered into and the
definitions of a financial liability and an equity
instrument.
Equity instruments
An equity instrument is any
contract that evidences a residual interest in the assets of the
Group after deducting all of its liabilities. Equity instruments
are recorded at the proceeds received, net of direct issue costs.
The Company classifies ordinary shares as equity
instruments.
Financial liabilities
The Group classifies all financial
liabilities as subsequently measured at amortised cost.
Trade and other payables
Trade and other payables,
excluding sales taxes, are initially measured at fair value, net of
transaction costs, and are subsequently measured at amortised cost,
where applicable, using the effective interest method.
Loans from a shareholder
Interest−bearing loans from a
shareholder are initially measured at fair value, net of
transaction costs and are subsequently measured at amortised cost,
using the effective interest method.
Convertible
notes
The test on the classification of convertible notes
as equity or as liability is based on the substance of the
contractual arrangement. If there is no obligation on the Group to
pay cash to the holders or to settle the convertible notes with a
variable number of the Company's ordinary shares, they are
classified as equity. In all other cases, the instrument is
accounted for as a liability. Upon issuance, the convertible notes
are measured at the transaction price including qualifying issuance
costs. Convertible notes accounted for as equity instruments are
subsequently not remeasured. Upon settlement of equity classified
convertible notes by issuance of ordinary shares upon conversion or
by early redemption at the option of the Company, all amounts are
also directly recognised in equity.
The convertible notes Issued by the Company are
convertible at maturity only into a fixed number of ordinary shares
of the Company. The holders have no right to demand repayment of
the convertible notes from the Company.
The net proceeds of the convertible notes issued
(including any directly attributable transaction costs) are
classified entirely as an equity component.
If the convertible notes are redeemed before its
maturity date, the difference between any redemption consideration
and the carrying amounts of the convertible notes are directly
recognised in equity at the date of transaction.
2.13 Cash and cash equivalents
Cash and cash equivalents in the
statement of financial position comprise of cash on hand, cash at
bank and demand deposits which are readily convertible to known
amounts of cash, with a term of less than 3 months and are subject
to insignificant risk of changes in value. For the purposes of the
consolidated statement of cash flows, cash and cash
equivalents.
2.14 Leases
As lessee
All leases are accounted for by
recognising a right−of−use asset and a lease liability except
for:
· leases of low value assets; and
· leases with a duration of twelve months or less.
The payments for leases of low
value assets and short−term leases are recognised as an expense on
a straight−line basis over the lease term.
Initial measurement
Lease liabilities are measured at
the present value of the contractual payments due to the lessor
over the lease term, with the Group's incremental borrowing rate on
commencement of the lease is used.
Variable lease payments are only
included in the measurement of the lease liability if it is
depending on an index or rate. In such cases, the initial
measurement of the lease liability assumes the variable element
will remain unchanged throughout the lease term. Other variable
lease payments are expensed in the period to which they
relate.
On initial recognition, the
carrying amount of lease liabilities also includes:
· amounts
expected to be payable under any residual value
guarantee;
· the
exercise price of any purchase option granted in favour of the
Group if it is reasonably certain to assess that option;
and
· any
penalties payables for terminating the lease, if the term of the
lease has been estimated on the basis of termination option being
exercised.
Right−of−use assets are initially
measured at the amount of lease liabilities, reduced by any lease
incentives received and increased for:
· lease payments made at or before commencement of the
lease;
· initial direct costs incurred; and
· the amount of any provision recognised where the Group is
contractually required to dismantle, remove or restore the leased
asset.
The Group presents the right−of−use
assets and lease liabilities separately from other assets and other
liabilities in the consolidated statement of financial
position.
Subsequent measurement
Right−of−use assets are
subsequently measured at cost less any accumulated amortisation,
any accumulated impairment loss and, if applicable, adjusted for
any remeasurement of the lease liabilities. The right−of−use assets
under cost model are amortised on a straight−line basis over the
shorter of either the remaining lease term or the remaining useful
life of the right−of−use assets using the straight−line method, on
the following bases:
|
Years
|
|
|
International school
building
|
10
|
Office premises and
schools
|
1 -
10
|
Motor vehicles
|
2.5 -
3
|
If the lease transfers ownership
of the underlying asset by the end of the lease term or if the cost
of the right−of−use asset reflects that the Group will exercise the
purchase option, the right−of−use assets are depreciated over the
useful life of the underlying asset.
The carrying amount of
right−of−use assets are reviewed for impairment when events or
changes in circumstances indicate that the right−of−use asset may
be impaired. The accounting policy on impairment is as described in
Note 2.11 to the financial statements.
Subsequent to initial measurement,
lease liabilities are adjusted to reflect interest charged at a
constant periodic rate over the remaining lease liabilities, lease
payment made and if applicable, account for any remeasurement due
to reassessment or lease modifications.
After the commencement date,
interest on the lease liabilities and variable lease payments not
included in the measurement of the lease liabilities are recognised
in profit or loss, unless the costs are eligible for capitalisation
in accordance with other applicable standards.
When the Group revises its
estimate of any lease term (i.e., probability of extension or
termination option being exercised), it adjusts the carrying amount
of the lease liability to reflect the payments over the revised
term. The carrying amount of lease liabilities is similarly revised
when the variable element of the future lease payment dependent on
a rate or index is revised. In both cases, an equivalent adjustment
is made to the carrying amount of the right−of−use assets. If the
carrying amount of the right−of−use assets is reduced to zero and
there is a further reduction in the measurement of lease
liabilities, the remaining amount of the remeasurement is
recognised directly in profit or loss.
When the Group renegotiates the
contractual terms of a lease with the lessor, the accounting
treatment depends on the nature of the modification:
·
If the renegotiation results in one or more
additional assets being leased for an amount commensurate with the
standalone price for the additional right−of−use obtained, the
modification is accounted for as a separate lease in accordance
with the above policy;
·
In all other cases where the renegotiation
changes the scope of the lease (i.e., extension to the lease term,
change to the lease payments, or one or more additional assets
being leased), the lease liability is remeasured using the discount
rate applicable on the modification date, with the right−of−use
asset being adjusted by the same amount;
·
If the renegotiation results in a decrease in
scope of the lease, both the carrying amount of the lease liability
and right−of−use asset are reduced by the same proportion to
reflect the partial or full termination of the lease with any
difference being recognised in profit or loss. The lease liability
is then further adjusted to ensure its carrying amount reflects the
amount of the renegotiated payments over the renegotiated term,
with the modified lease payments discounted at the rate applicable
on the modification date. The right−of−use asset is adjusted by the
same amount.
For lease contracts that convey a
right to use an identified asset and require services to be
provided by the lessor, the Group has elected to allocate any
amount of contractual payments to, and account separately for, any
services provided by the lessor as part of the contract.
2.15 Segment reporting
Operating segments are reported in
a manner consistent with the internal reporting provided to the
chief operating decision-maker. The chief operating decision-maker,
who is responsible for allocating resources and assessing the
performance of the operating segments, has been identified as the
Group Chief Executive Officer.
3.
Critical accounting judgements and key sources of estimation
uncertainty
In the application of the Group's
accounting policies, which are described in Note 2 to the financial
statements, management made judgements, estimates and assumptions
about the carrying amounts of assets and liabilities that were not
readily apparent from other sources. The estimates and associated
assumptions were based on historical experience and other factors
that were considered to be reasonable under the circumstances.
Actual results may differ from these estimates.
These estimates and underlying
assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period, or in
the period of the revision and future periods if the revision
affects both current and future periods.
3.1 Critical
judgement made in applying the entity's accounting
policies
There are no critical judgements,
apart from those involving estimations (see below) that management
has made in the process of applying the Group's accounting policies
and which have a significant effect on the amounts recognised in
the financial statements.
3.2 Key sources
of estimation uncertainty
The key assumptions concerning the
future and other key sources of estimation uncertainty at the end
of the financial period, that have a significant risk of causing a
material adjustment to the carrying amounts of assets and
liabilities within the next financial year, are discussed
below.
i) Loss allowance for trade and other receivables
The Group uses the simplified
approach to calculate expected credit losses ("ECLs") for trade
receivables. The provision rates are based on various customers'
historical observed default rates.
The Group will consider and
evaluate the historical credit loss experience with forward−looking
information. For instance, if forecast economic conditions are
expected to deteriorate over the next year which can lead to an
increased number of defaults in the customers, the historical
default rates are adjusted. At the end of each financial year, the
historical observed default rates are updated and changes in the
forward−looking estimates are analysed.
The assessment of the correlation
between historical observed default rates, forecast economic
conditions and ECLs is a significant estimate. The amount of ECLs
is sensitive to changes in circumstances and of forecast economic
conditions. The Group's historical credit loss experience and
forecast of economic conditions may also not be representative of
customer's actual default in the future.
Other than trade receivables, the
Group assess the credit risk of other receivables and loans to a
subsidiary at each financial year on an individual basis, to
determine whether or not there have been significant increases in
credit risk since the initial recognition of these assets. To
determine whether there is a significant increase in credit risks,
the Group consider factors such as whether the debtors are facing
significant financial difficulties, any default or significant
delay in payments. Where there is a significant increase in
credit risk, the Group determine the lifetime expected credit loss
by considering the loss given default, the probability of default
and exposure at default assigned to each counterparty.
These financial assets are written off either
partially or in full when there is no realistic prospect of
recovery. This is generally the case when the Group determine
that the debtor does not have assets or sources
of income that could generate sufficient cash flows to repay the
amount subject to the write−offs.
The carrying amounts of the trade
and other receivables as at the end of the financial date are
disclosed in Note 16 to the financial statements.
ii)
Impairment of goodwill
The management determines whether
goodwill is impaired at least on an annual basis and as and when
there is an indication that goodwill and other intangible assets
may be impaired. This requires an estimation of the value−in−use of
the cash−generating units to which the goodwill is allocated.
Estimating the value−in−use requires the Group to make an estimate
of the expected future cash flows from the cash−generating unit and
also to choose a suitable growth rate and discount rate in order to
calculate the present value of those cash flows.
The Group's carrying amount of intangible assets as
at 30 September 2024 and details of the impairment assessment and
key assumptions used were disclosed in Note 11 to the financial
statements.
iii)
Impairment of non-financial assets including
plant and equipment, right-of-use assets ("ROU") and intangible
assets excluding goodwill
The Group carries out impairment
assessment for non-financial assets where there is indication of an
impairment. In carrying out the impairment assessment, management
has identified the cash−generating units ("CGUs") to which the
non-financial assets belong and determined the recoverable amounts
of the CGUs by estimating the expected discounted future cash flows
over the remaining useful lives of the non-financial assets.
Estimating the recoverable amounts requires the Group to determine
a suitable revenue growth rate, discount rate and to make an
estimate of the expected future cash flows from the cash−generating
unit in order to calculate the present value of those cash
flows.
The carrying amounts of plant and
equipment, intangible assets and right−of−use assets as at 30
September 2024 are as disclosed in Note 10, Note 11 and Note 12,
respectively to the financial statements.
iv)
Measurement of lease
liabilities
Lease liabilities are measured at
the present value of the contractual payments due to the lessor
over the lease term. The Group has determined the discount rates
with reference to the respective lessee's incremental borrowing
rates when the rate inherent in the lease is not readily
determinable. The Group obtains the relevant market interest rates
after considering the applicable currency of the lease payments and
the geographical location where the lessee operates as well as the
term of the lease. Management considers its own credit spread
information from its recent borrowings, industry data available as
well as any security available in order to adjust the market
interest rate obtained from similar economic environment, term and
value of the lease.
The incremental borrowing rate
applied to lease liabilities as at 30 September 2024 ranges from 8%
to 10% (2023: 8% to 10%). The carrying amount of lease liabilities
as at 30 September 2024 is as disclosed in Note 12 to the financial
statements.
4. Revenue
Disaggregation of revenue
The Group has disaggregated
revenue into various categories in the following table which is
intended to:
·
depict how the nature, amount, timing and
uncertainty of revenue and cash flows are affected by economic
factors; and
·
enable users to understand the relationship with
revenue segment information provided in Note 26 to the financial
statements.
|
Education
|
Services
|
Total
|
|
2024
|
2023
|
2024
|
2023
|
2024
|
2023
|
|
$
|
$
|
$
|
$
|
$
|
$
|
|
|
|
|
|
|
|
Tuition fees
|
22,671,445
|
18,702,389
|
-
|
-
|
22,671,445
|
18,702,389
|
Service fees
|
-
|
-
|
7,002,570
|
5,327,189
|
7,002,570
|
5,327,189
|
Management fees
|
-
|
7,121
|
-
|
-
|
-
|
7,121
|
New opening fee
|
-
|
17,848
|
-
|
-
|
-
|
17,848
|
|
22,671,445
|
18,727,358
|
7,002,570
|
5,327,189
|
29,674,015
|
24,054,547
|
|
|
|
|
|
|
|
Timing of transfer of
services
|
|
|
|
|
|
|
Over time
|
22,648,360
|
18,717,038
|
6,176,547
|
5,178,851
|
28,824,907
|
23,895,889
|
Point in time
|
23,085
|
10,320
|
826,023
|
148,338
|
849,108
|
158,658
|
|
22,671,445
|
18,727,358
|
7,002,570
|
5,327,189
|
29,674,015
|
24,054,547
|
The timing of revenue recognition
would affect the amount of deferred revenue recognised as at the
reporting date in the consolidated statement of financial
position.
|
Group
|
|
2024
|
2023
|
|
$
|
$
|
Contract
liabilities
|
|
|
Deferred revenue
|
14,424,989
|
12,093,331
|
|
|
|
Analysed as:
|
|
|
Current
|
12,471,197
|
10,996,568
|
Non−current
|
1,953,792
|
1,096,763
|
|
14,424,989
|
12,093,331
|
a)
Significant changes in contract liabilities are as detailed
below:
|
|
|
2024
|
2023
|
|
$
|
$
|
|
|
|
At 1 October
|
12,093,331
|
9,966,048
|
Cash received in advance of
performance and not recognised as revenue
|
26,175,167
|
21,141,695
|
Revenue recognised during the
financial year:
|
|
|
On contract liabilities balances
at beginning
of
financial year
|
(13,247,340)
|
(9,802,821)
|
On cash received in advance during
financial year
|
(10,564,950)
|
(9,069,965)
|
|
(23,812,290)
|
(18,872,786)
|
Foreign exchange
difference
|
(31,219)
|
(141,626)
|
At 30 September
|
14,424,989
|
12,093,331
|
b)
Remaining performance obligations
Non−current deferred revenue is in
respect of cash received in advance of performance which will be
recognised according to the following:
(i)
Tuition fees are generally collected 1 to 12 months (2023: same),
and more than 12 months for certain students who prepaid in advance
of performance with reference to the individual terms of the
student contracts.
(ii) Fees
in relation to certain security services are collected 6 to 24
(2023: 6 to 12) months in advance of performance with reference to
the individual terms of the customer contracts.
The amount of revenue that will be
recognised in future periods on these contracts when those
remaining performance obligations will be satisfied is analysed as
follows:
|
Within
1 year
|
Within
2 to
3
years
|
More
than 4
years
|
Total
|
|
$
|
$
|
$
|
$
|
2024
|
|
|
|
|
Tuition fees
|
12,125,913
|
1,933,797
|
19,995
|
14,079,705
|
Service fees
|
345,284
|
-
|
-
|
345,284
|
|
12,471,197
|
1,933,797
|
19,995
|
14,424,989
|
|
|
|
|
|
2023
|
|
|
|
|
Tuition fees
|
10,314,577
|
1,056,773
|
39,990
|
11,411,340
|
Service fees
|
681,991
|
-
|
-
|
681,991
|
|
10,996,568
|
1,056,773
|
39,990
|
12,093,331
|
5. Other
income
|
2024
|
2023
|
|
$
|
$
|
|
|
|
Interest income from bank
deposits
|
3,187
|
23,608
|
Others
|
13,308
|
66,410
|
|
16,495
|
90,018
|
6. Employee benefits
expense
|
2024
|
2023
|
|
$
|
$
|
|
|
|
Wages and salaries
|
15,106,782
|
12,826,065
|
Statutory contributions and
defined contribution plans
|
734,233
|
525,175
|
Share−based
compensation:
|
|
|
Share bonus (Note 20)
|
-
|
280,000
|
Share option (Note
22(d))
|
203,830
|
329,281
|
|
203,830
|
609,281
|
Staff accommodation and
welfare
|
362,499
|
411,990
|
Staff insurance and medical
expenses
|
247,611
|
209,581
|
Termination benefits
|
20,752
|
22,142
|
Others
|
285,066
|
200,583
|
|
16,960,773
|
14,804,817
|
Total employee benefit expenses
comprise:
|
|
|
Cost of services
|
7,672,756
|
6,351,489
|
Administrative and other operating
expenses
|
9,288,017
|
8,453,328
|
|
16,960,773
|
14,804,817
|
The above includes Directors' fees
and remuneration as disclosed in Note 24 to the financial
statements.
Total bonus to key management personnel of $60,000
(2023: $330,000) have been accrued in the consolidated statement of
financial position, of which $Nil (2023: $250,000) will be
satisfied through issuance of ordinary shares and remaining balance
of $60,000 (2023: $80,000) in cash subsequent to the reporting date.
7. Finance
costs
|
2024
|
2023
|
|
$
|
$
|
Interest expense:
|
|
|
Lease liabilities (Note
12)
|
1,120,975
|
874,043
|
Loans from a shareholder (Note
18)
|
216,920
|
105,748
|
Others
|
3,496
|
-
|
|
1,341,391
|
979,791
|
Borrowing costs are recognised in profit or loss in
the period in which they are incurred using the effective interest
method.
8. Loss before income
tax
Depreciation and amortisation
expenses relating to plant and equipment, right-of-use assets and
intangible assets directly attributable to provision of services
and for operating activities are included in the "cost of services"
and "administrative and other operating expenses", respectively in
the consolidated statement of comprehensive income.
In addition to the charges
disclosed elsewhere in the financial statements, the loss before
income tax includes the following charges:
|
2024
|
2023
|
|
$
|
$
|
Cost of
services:
|
|
|
Academic expenses
|
2,138,634
|
1,778,598
|
Security service
expenses
|
1,019,759
|
351,075
|
Hotel service expenses
|
10,442
|
9,992
|
Depreciation of plant and
equipment
|
144,303
|
108,590
|
Amortisation of right-of-use
assets
|
-
|
60,605
|
Amortisation of intangible
assets
|
3,147
|
3,147
|
Interest expense on lease
liability
|
-
|
1,362
|
Administrative and other
operating expenses:
|
|
|
Marketing expenses
|
3,480,502
|
2,556,041
|
Professional fees
|
853,766
|
679,037
|
Travelling expenses
|
341,131
|
310,998
|
Foreign exchange loss,
net
|
1,455,135
|
1,134,441
|
Loss on disposal of plant and
equipment
|
1,657
|
1,154
|
Depreciation of plant and
equipment
|
1,062,725
|
718,363
|
Amortisation of right-of-use
assets
|
2,786,093
|
2,797,670
|
Amortisation of intangible
assets
|
97,571
|
77,351
|
Reversal of loss allowance on
trade and other receivables
|
-
|
(9,514)
|
9. Income tax
expense
|
2024
|
2023
|
|
$
|
$
|
Current income tax
|
|
|
- Current financial
year
|
245,674
|
-
|
- Under provision in previous
financial year
|
-
|
67,414
|
Total income tax expense
recognised in profit or loss
|
245,674
|
67,414
|
The corporate income tax rate
applicable to the Company and its subsidiaries in Singapore is at
17% (2023: 17%).
The Group has significant
operations in Myanmar and Vietnam. The applicable corporate income
tax rates are 22% (2023: 22%) for Myanmar and 20% (2023: 20%) for
Vietnam.
Taxation for other jurisdictions
is calculated at the rates prevailing in the relevant
jurisdictions.
The reconciliation between income
tax expense and the product of accounting losses multiplied by the
applicable corporate tax rates of the respective countries where
the Group operates, are as follows:
|
2024
|
2023
|
|
$
|
$
|
|
|
|
Loss before income tax
|
(10,708,012)
|
(5,252,270)
|
|
|
|
Tax at the domestic rates
applicable to profits in the country concerned
|
(1,988,383)
|
(994,569)
|
Tax effect of non−allowable
expenses
|
1,462,683
|
964,878
|
Deferred tax assets not
recognised
|
1,030,969
|
377,569
|
Utilisation of previously
unrecognised deferred tax
|
(259,595)
|
(347,878)
|
Under provision of prior year
income tax
|
-
|
67,414
|
Total income tax expense
recognised in profit or loss
|
245,674
|
67,414
|
Deferred tax assets have not been
recognised in respect of the following items:
|
2024
|
|
2023
|
|
Singapore
|
Myanmar
|
Vietnam
|
|
Singapore
|
Myanmar
|
Vietnam
|
|
$
|
$
|
$
|
|
$
|
$
|
$
|
|
|
|
|
|
|
|
|
Unutilised tax losses
|
4,891,870
|
2,949,792
|
10,374,784
|
|
4,911,842
|
3,930,129
|
5,422,324
|
Other temporary
differences
|
80,383
|
-
|
-
|
|
80,669
|
-
|
-
|
|
4,972,253
|
2,949,792
|
10,374,784
|
|
4,992,511
|
3,930,129
|
5,422,324
|
Unrecognised deferred tax assets
on the above temporary differences
|
845,283
|
648,954
|
2,074,957
|
|
848,727
|
864,628
|
1,084,465
|
The unutilised tax losses above
are subject to the agreement by the Myanmar, Vietnam and Singapore
tax authorities. Deferred tax assets have
not been recognised as it is uncertain that there will be
sufficient future taxable profits to realise these future benefits.
Accordingly, these deferred tax assets have not been recognised in
the financial statements of the Group in accordance with the
accounting policy in Note 2.7 to the financial
statements.
The unutilised tax losses of
Myanmar and Vietnam subsidiaries may be carried forward for a
maximum period of 3 and 5 years respectively and the unutilised tax
losses of Singapore subsidiaries may be carried indefinitely
subject to the conditions imposed by law.
The expiry dates of the Myanmar and Vietnam
unutilised tax losses are as follows:
|
2024
|
2023
|
|
Myanmar
|
Vietnam
|
Myanmar
|
Vietnam
|
|
$
|
$
|
$
|
$
|
|
|
|
|
|
Expiring in first year
|
199,169
|
-
|
1,359,289
|
-
|
Expiring in second year
|
946,871
|
156,838
|
825,731
|
-
|
Expiring in third year
|
1,803,752
|
2,395,147
|
1,745,109
|
156,838
|
Expiring in fourth year
|
-
|
2,870,339
|
-
|
2,395,147
|
Expiring in fifth year
|
-
|
4,952,460
|
-
|
2,870,339
|
|
2,949,792
|
10,374,784
|
3,930,129
|
5,422,324
|
The unutilised tax losses for the previous financial
reporting period have been revised
based on the latest approved tax assessment of the Inland Revenue
of Singapore, Myanmar and General Department of Taxation of Vietnam
respectively, as detailed below:
a) Singapore from $5,974,204 to
$4,911,842;
b) Myanmar from $3,530,046 to
$3,930,129; and
c) Vietnam from $5,652,873 to
$5,422,324.
10. Plant and equipment
|
Leasehold
improvements
|
Furniture
and
fittings
|
Computers
and books
|
Motor
vehicles
|
Construction-
in-progress
|
Total
|
|
$
|
$
|
$
|
$
|
$
|
$
|
Cost
|
|
|
|
|
|
|
Balance as at 1 October
2023
|
2,560,638
|
921,588
|
955,427
|
63,450
|
243,920
|
4,745,023
|
Additions
|
1,244,704
|
351,991
|
279,951
|
-
|
607,660
|
2,484,306
|
Transfers
|
512,936
|
152,054
|
126,538
|
-
|
(791,528)
|
-
|
Disposals
|
-
|
(409)
|
(7,434)
|
-
|
-
|
(7,843)
|
Foreign exchange
difference
|
(5,393)
|
(1,379)
|
(918)
|
(197)
|
(3,343)
|
(11,230)
|
Balance as at 30 September
2024
|
4,312,885
|
1,423,845
|
1,353,564
|
63,253
|
56,709
|
7,210,256
|
|
|
|
|
|
|
|
Accumulated depreciation
|
|
|
|
|
|
|
Balance as at 1 October
2023
|
975,338
|
437,363
|
461,490
|
24,293
|
-
|
1,898,484
|
Depreciation for the
year
|
647,255
|
269,830
|
282,669
|
7,274
|
-
|
1,207,028
|
Disposals
|
-
|
(398)
|
(5,788)
|
-
|
-
|
(6,186)
|
Foreign exchange
difference
|
(1,592)
|
(233)
|
(454)
|
23
|
-
|
(2,256)
|
Balance as at 30 September
2024
|
1,621,001
|
706,562
|
737,917
|
31,590
|
-
|
3,097,070
|
|
|
|
|
|
|
|
Net carrying amount
|
|
|
|
|
|
|
Balance as at 30 September
2024
|
2,691,884
|
717,283
|
615,647
|
31,663
|
56,709
|
4,113,186
|
|
Leasehold
improvements
|
Furniture
and
fittings
|
Computers
and books
|
Motor
vehicles
|
Construction-
in-progress
|
Total
|
|
$
|
$
|
$
|
$
|
$
|
$
|
Cost
|
|
|
|
|
|
|
Balance as at 1 October
2022
|
1,506,659
|
687,989
|
456,344
|
40,243
|
422,166
|
3,113,401
|
Additions
|
563,339
|
280,376
|
426,776
|
23,819
|
431,531
|
1,725,841
|
Transfers
|
522,168
|
(4,764)
|
81,981
|
-
|
(599,385)
|
-
|
Disposals
|
-
|
(10,009)
|
(3,513)
|
-
|
-
|
(13,522)
|
Foreign exchange
difference
|
(31,528)
|
(32,004)
|
(6,161)
|
(612)
|
(10,392)
|
(80,697)
|
Balance as at 30 September
2023
|
2,560,638
|
921,588
|
955,427
|
63,450
|
243,920
|
4,745,023
|
|
|
|
|
|
|
|
Accumulated depreciation
|
|
|
|
|
|
|
Balance as at 1 October
2022
|
520,256
|
308,408
|
232,166
|
20,181
|
-
|
1,081,011
|
Depreciation for the
year
|
466,754
|
119,697
|
236,373
|
4,129
|
-
|
826,953
|
Disposals
|
-
|
(8,855)
|
(3,513)
|
-
|
-
|
(12,368)
|
Foreign exchange
difference
|
(11,672)
|
18,113
|
(3,536)
|
(17)
|
-
|
2,888
|
Balance as at 30 September
2023
|
975,338
|
437,363
|
461,490
|
24,293
|
-
|
1,898,484
|
|
|
|
|
|
|
|
Net carrying amount
|
|
|
|
|
|
|
Balance as at 30 September
2023
|
1,585,300
|
484,225
|
493,937
|
39,157
|
243,920
|
2,846,539
|
During the financial year ended 30
September 2024 and 2023, certain education businesses incurred
accounting losses, which may indicate that the plant and equipment,
intangibles assets (excluding goodwill) and right-of-use assets
("non-financial assets") may be impaired. Management performed
impairment assessments on these non-financial assets for education
businesses to determine their recoverable amounts based on the
value-in-use ("VIU") calculations.
In carrying out the impairment
assessment, management has identified and allocated the
non-financial assets to the respective cash generating units.
Accordingly, the recoverable amounts of the CGUs are determined by
estimating the expected discounted future cash flows. The details
of the key assumptions used are disclosed
in Note 11 to the financial statements.
11. Intangible assets
|
Goodwill
|
Area
development
and opening
fees
|
Set−up fee
and brand
licensing
fees
|
Computer
software
license
|
Customer−
related
assets
|
Total
|
|
$
|
$
|
$
|
$
|
$
|
$
|
|
|
|
|
|
|
|
Cost
|
|
|
|
|
|
|
Balance as at 1 October 2023
|
6,039,685
|
858,153
|
40,000
|
122,539
|
273,913
|
7,334,290
|
Additions
|
-
|
105,230
|
-
|
-
|
-
|
105,230
|
Write-off
|
-
|
-
|
-
|
-
|
(273,913)
|
(273,913)
|
Foreign exchange
difference
|
(39,050)
|
(3,506)
|
-
|
(141)
|
-
|
(42,697)
|
Balance as at 30 September
2024
|
6,000,635
|
959,877
|
40,000
|
122,398
|
-
|
7,122,910
|
|
|
|
|
|
|
|
Accumulated amortisation and impairment
|
|
|
|
|
|
|
Balance as at 1 October 2023
|
-
|
232,882
|
19,000
|
103,460
|
273,913
|
629,255
|
Amortisation for the
year
|
-
|
86,139
|
3,000
|
11,579
|
-
|
100,718
|
Impairment in value
|
4,561,645
|
-
|
-
|
-
|
-
|
4,561,645
|
Write-off
|
-
|
-
|
-
|
-
|
(273,913)
|
(273,913)
|
Foreign exchange
difference
|
-
|
(420)
|
-
|
(35)
|
-
|
(455)
|
Balance as at 30 September
2024
|
4,561,645
|
318,601
|
22,000
|
115,004
|
-
|
5,017,250
|
|
|
|
|
|
|
|
Net carrying amount
|
|
|
|
|
|
|
Balance as at 30 September
2024
|
1,438,990
|
641,276
|
18,000
|
7,394
|
-
|
2,105,660
|
|
Goodwill
|
Area
development
and opening
fees
|
Set−up fee
and brand
licensing
fees
|
Computer
software
license
|
Customer−
related
assets
|
Total
|
|
$
|
$
|
$
|
$
|
$
|
$
|
|
|
|
|
|
|
|
Cost
|
|
|
|
|
|
|
Balance as at 1 October 2022
|
6,173,822
|
622,393
|
40,000
|
122,999
|
273,913
|
7,233,127
|
Additions*
|
-
|
249,889
|
-
|
-
|
-
|
249,889
|
Foreign exchange
difference
|
(134,137)
|
(14,129)
|
-
|
(460)
|
-
|
(148,726)
|
Balance as at 30 September
2023
|
6,039,685
|
858,153
|
40,000
|
122,539
|
273,913
|
7,334,290
|
|
|
|
|
|
|
|
Accumulated amortisation and impairment
|
|
|
|
|
|
|
Balance as at 1 October 2022
|
-
|
170,240
|
16,000
|
91,531
|
273,913
|
551,684
|
Amortisation for the
year
|
-
|
65,369
|
3,000
|
12,129
|
-
|
80,498
|
Foreign exchange
difference
|
-
|
(2,727)
|
-
|
(200)
|
-
|
(2,927)
|
Balance as at 30 September
2023
|
-
|
232,882
|
19,000
|
103,460
|
273,913
|
629,255
|
|
|
|
|
|
|
|
Net carrying amount
|
|
|
|
|
|
|
Balance as at 30 September
2023
|
6,039,685
|
625,271
|
21,000
|
19,079
|
-
|
6,705,035
|
* Additions of $155,000 remains
payable.
Amortisation is calculated using
the straight-line method to allocate the amortisable amounts over
their estimated useful lives on the following basis:
·
Area development and opening fees
|
10
years
|
·
Set−up fee and brand licensing fee
|
10
years
|
·
Computer software license
|
3
years
|
The carrying amounts of
significant intangible assets allocated to the respective
cash-generating units ("CGU") have been grouped to the following
segments:
|
Education
|
Services
|
|
Myanmar
|
Vietnam
|
Myanmar
|
|
2024
|
2023
|
2024
|
2023
|
2024
|
2023
|
|
$
|
$
|
$
|
$
|
$
|
$
|
|
|
|
|
|
|
|
Goodwill
|
-
|
-
|
-
|
4,600,695
|
1,438,990
|
1,438,990
|
Area
development and opening fees(a)(b)(c)
|
188,938
|
219,451
|
452,338
|
405,820
|
-
|
-
|
(a) Wall
Street English: the area development fee was paid for the exclusive
right to develop and operate the "Wall Street English" language
schools in Myanmar and Vietnam, while the opening fees were paid
for each new "Wall Street English" language school in Vietnam and
Myanmar for a period of 10 years from the date operation commences
and when the new school commences operations,
respectively.
On 14 April 2023 and 2 August
2023, the Group entered into Master Franchising Agreements ("MFAs")
for Vietnam and Myanmar, respectively, revising certain key terms
of the previous franchise agreements and adding the rights to
sub-franchise. The new MFAs are set to expire on 30 May 2030 for
Vietnam and 30 September 2028 for Myanmar and include renewal
options for up to three five-year terms
each.
The remaining useful lives of the
area development and opening fees ranges between 4 and 6 years
(2023: 5 and 7) years.
(b) Kids&Us: on 25 April 2022 and 15 August 2022, the Group
entered into exclusive franchising agreements with Kids&Us
English, S.L.U ("Kids&Us") for the development of English
language school for children under the brand "Kids&Us School of
English" in Myanmar and Vietnam, respectively for a period of 10
years.
The
remaining useful lives range between 7 and 8 years (2023: 8 and 9
years).
(c) Logiscool: on 27 June 2023 and 2 August 2023, the Group
entered into exclusive franchising agreements with Logiscool, KFT.
("Logiscool") for the development of coding schools for children
under the brand "Logiscool" in Vietnam and Myanmar, respectively
for a period of 10 years.
The remaining useful life is 9
years (2023: 10 years).
Impairment testing of goodwill and
non-financial assets
Goodwill acquired in a business
combination is allocated to the CGUs that are expected to benefit
from that business combination, which is also the reportable
operating segment. The management determines whether goodwill is
impaired at least on an annual basis and as and when there is an
indication that goodwill may be impaired. Non-financial assets are
assessed for indicators of impairment at the end of the financial
year.
The recoverable amount of the CGUs
are determined from value-in-use calculations based on cash flow
forecasts derived from the most recent financial budgets approved
by management for the next 5 years. The use of this method requires
the estimation of future cash flows and the determination of a
discount rate in order to calculate the present value of the cash
flow.
At the end of the reporting date,
the Group carried out a review of the recoverable amounts of the
CGUs (Education and Services divisions) with indicators of
impairment based on the existing performance. The review of the
recoverable amounts resulted in the following:
a) In July 2020, the Group
acquired Wall Street English Vietnam ("WSE
VN") for a total cash consideration of $100. The fair value of the
net identifiable liabilities of WSE VN as at the date of
acquisition was $4,514,204. The difference between the
consideration and the carrying value of WSE VN resulted in a
recognition of goodwill of $4,514,304, representing fair value of
the net identifiable liabilities acquired (particularly deferred
revenue of $4,538,112). Goodwill for WSE VN, a foreign operation
where its functional currency is VND is translated at the closing
exchange rate each reporting period.
Due to the continuing operating
losses and slower recovery post Covid-19, impairment of goodwill of $4,561,645 was recognised in profit
or loss.
b) no impairment for any
other CGUs containing goodwill or other intangible assets with
finite useful lives.
The key assumptions for these
value-in-use calculations are those regarding the discount rates,
revenue growth rates and terminal growth rate which consider the
current economic and business environment.
Key assumptions used in the
value−in−use calculations
|
Education
|
Services
|
|
Vietnam
|
Myanmar
|
Myanmar
|
|
2024
|
2023
|
2024
|
2023
|
2024
|
2023
|
|
%
|
%
|
%
|
%
|
%
|
%
|
|
|
|
|
|
|
|
Pre-tax
discount rate
|
10 -
12
|
16 -
17
|
24
|
25 -
33
|
28
|
34
|
Revenue
growth rate
|
7 -
90
|
15 -
>100#
|
10 -
20
|
3 -
>100#
|
7 -
9
|
2 -
25
|
Terminal
growth rate
|
3
|
4
|
4
|
4
|
4
|
4
|
# Certain yearly growth rates
in the Education division exceeded 100% due to a low comparative
base. The related intangible assets are
immaterial.
The calculations of value−in−use
for all the CGUs are most sensitive to the following
assumptions:
Pre−tax discount rates -
Discount rates are based on the Group's pre-tax weighted average
cost of capital and are benchmarked to externally available data
such as country risk premium, equity risk premium and beta adjusted
to reflect the CGUs geographical location of operations and
management's assessment of specific risks related to each of the
cash generating units. These discounts are applied to the cash flow
projections.
Revenue growth rates - The
forecasted revenue growth rates are based on management's estimates
with reference to the historical trend as well as the forecasted
economic condition over the budgeted period of 5 years. For
Education, a key growth driver is the increasing student
enrolment.
Terminal growth rate - The
terminal growth rate is based on management's expected long-term
sustainable growth, taking into consideration the economic and
political environment of the countries these CGUs are located and
operating. It does not exceed the expected long-term growth rate in
the relevant countries.
Sensitivity to changes in
the key assumptions
As a result of the impairment tests, the Group
recognised impairment charge of $4,561,645 on the goodwill
attributable to a CGU of education business in Vietnam. A reduction
of 0.5% in revenue growth rate, 2.0% increase in discount rate and
3.0% decrease in terminal growth rate would result in additional
impairment charges of $575,000, $12,000 and $23,000 respectively
(other intangible assets and plant and equipment.
No impairment was recognised for goodwill
attributable to services business in Myanmar and other
non-financial assets. Based on the sensitivity analysis performed,
no reasonable changes in key assumptions would cause an impairment
charge.
12. Leases
The Group enters into long-term lease agreements for
its corporate offices and schools which are secured by the lessor's
title to the leased assets. Generally, these leases have terms
between 1 and 10 years with options exercisable by the Group to
renew and terminate.
In determining the lease term,
management considers the likelihood of exercising the extension
option. Management considers all facts and circumstances that
create an economic incentive to extend and economic penalty or
costs relating to the termination of the lease. A reassessment is
performed when there is a significant change in intention, business
plan or other circumstances unforeseen since it was first
estimated.
Unless permitted by the landlord, the Group is
restricted from assigning and sub-leasing. These salient terms are
negotiated to optimise operational flexibility for managing the
assets used in the Group's operations to align with the Group's
business requirements.
The Group also has certain leases of motor vehicles,
signage and employee residences with lease terms of 12 months or
less. The Groups applied the "short-term lease" and "lease of
low-value assets" recognition exemption for these leases.
As at 30 September 2024, the Group has $530,000
(2023: $250,000) of aggregate undiscounted commitments for
short−term leases.
(a) Right-of-use assets
As at 30 September 2024, the net carrying amounts of
ROU and lease liabilities arising from lease of offices and schools
from a related party (refer to
entities where a Director of certain Group's subsidiaries has
beneficial interests) of the Group amounted to $4,804,212
and $4,921,525 (2023: $3,543,472 and $3,332,125), respectively.
These related party transactions were at terms agreed between the
respective parties.
Group
|
International
school
|
Office and
schools
|
Motor
vehicles
|
Total
|
|
$
|
$
|
$
|
$
|
|
|
|
|
|
At 1 October 2023
|
1,881,308
|
9,502,032
|
-
|
11,383,340
|
Additions
|
-
|
3,757,989
|
-
|
3,757,989
|
Amortisation charge
|
(243,733)
|
(2,542,360)
|
-
|
(2,786,093)
|
Lease modification
|
(776,479)
|
(66,202)
|
-
|
(842,681)
|
Foreign exchange
difference
|
-
|
(45,225)
|
-
|
(45,225)
|
At 30 September 2024
|
861,096
|
10,606,234
|
-
|
11,467,330
|
|
|
|
|
|
At 1 October 2022
|
2,104,659
|
9,109,875
|
60,605
|
11,275,139
|
Additions
|
121,215
|
2,853,315
|
-
|
2,974,530
|
Amortisation charge
|
(344,566)
|
(2,453,104)
|
(60,605)
|
(2,858,275)
|
Write-offs
|
-
|
802
|
-
|
802
|
Lease modification
|
-
|
164,655
|
-
|
164,655
|
Foreign exchange
difference
|
-
|
(173,511)
|
-
|
(173,511)
|
At 30 September 2023
|
1,881,308
|
9,502,032
|
-
|
11,383,340
|
(b) Lease
liabilities
Group
|
International
school
|
Office and
schools
|
Motor
vehicle
|
Total
|
|
$
|
$
|
$
|
$
|
|
|
|
|
|
At 1
October 2023
|
2,222,316
|
9,898,900
|
-
|
12,121,216
|
Additions
|
-
|
3,757,989
|
-
|
3,757,989
|
Interest expense (Note
8)
|
120,487
|
1,000,488
|
-
|
1,120,975
|
Lease modification
|
(776,479)
|
(66,202)
|
-
|
(842,681)
|
Lease concession
|
-
|
(13,562)
|
-
|
(13,562)
|
Lease payments in cash
|
|
|
|
|
- Principal
portion
|
(207,627)
|
(2,001,555)
|
-
|
(2,209,182)
|
- Interest
portion
|
(120,487)
|
(1,000,488)
|
-
|
(1,120,975)
|
Foreign exchange
differences
|
-
|
(55,457)
|
-
|
(55,457)
|
At 30 September 2024
|
1,238,210
|
11,520,113
|
-
|
12,758,323
|
|
|
|
|
|
At 1
October 2022
|
1,990,492
|
9,049,374
|
64,557
|
11,104,423
|
Additions
|
121,215
|
2,853,315
|
-
|
2,974,530
|
Interest expense (Note 7)
|
126,227
|
747,816
|
-
|
874,043
|
Interest expense (Note
8)
|
-
|
-
|
1,362
|
1,362
|
Lease modification
|
-
|
164,655
|
-
|
164,655
|
Lease concession
|
-
|
(139,978)
|
-
|
(139,978)
|
Lease payments in cash
|
|
|
|
|
- Principal
portion
|
(11,821)
|
(1,844,897)
|
(64,557)
|
(1,921,275)
|
- Interest
portion
|
(3,797)
|
(747,815)
|
(1,362)
|
(752,974)
|
Foreign exchange
differences
|
-
|
(183,570)
|
-
|
(183,570)
|
At 30 September 2023
|
2,222,316
|
9,898,900
|
-
|
12,121,216
|
The maturity analysis of lease
liabilities of the Group at each reporting date are as
follows:
|
2024
|
2023
|
|
$
|
$
|
Group
|
|
|
Contractual undiscounted cash flows
|
|
|
Not later than a year
|
2,826,044
|
2,859,626
|
Between one and two
years
|
3,818,752
|
2,939,302
|
Between two and five
years
|
7,543,108
|
6,973,350
|
More than five years
|
3,264,420
|
2,296,659
|
|
17,452,324
|
15,068,937
|
Less: Future interest
expense
|
(4,694,001)
|
(2,947,721)
|
Present value of lease
liabilities
|
12,758,323
|
12,121,216
|
|
|
|
Presented in consolidated
statement of financial position
|
|
|
- Current
|
2,546,728
|
2,251,819
|
- Non−current
|
10,211,595
|
9,869,397
|
|
12,758,323
|
12,121,216
|
The currency profile of lease
liabilities of the Group at each reporting date are as
follows:
|
2024
|
2023
|
|
$
|
$
|
Group
|
|
|
United States Dollar
|
1,146,779
|
2,131,498
|
Myanmar Kyat
|
5,123,831
|
3,441,518
|
Vietnamese Dong
|
6,487,713
|
6,548,200
|
|
12,758,323
|
12,121,216
|
(c) Amount
recognised in profit or loss
|
2024
|
2023
|
|
$
|
$
|
Group
|
|
|
Amortisation of right−of−use
assets
|
2,786,093
|
2,858,275
|
Interest expense on lease
liabilities
|
1,120,975
|
875,405
|
Lease concession
|
(13,562)
|
(139,978)
|
Lease expense relating to
short−term leases, not capitalised in lease liabilities
|
672,997
|
346,080
|
Total amount recognised in profit
or loss
|
4,566,503
|
3,939,782
|
The Group had total cash outflows
for leases of $4,003,154 (2023: $3,020,329) which includes expense
relating to short-term lease of $672,997 (2023:
$346,080).
13. Investments in
subsidiaries
The following are all the
subsidiaries of the group that have been included in the
consolidated financial statements. Their particulars are as
follows:
Name of Company
(Country of incorporation and principal place of
business)
|
Principal activities
|
Effective
interest
held by
Company
|
|
|
2024
|
2023
|
|
|
%
|
%
|
Held by the
Company
|
|
|
|
MS Exera Pte Ltd
("MS Exera")(1)
(Singapore)
|
Provision of management and
security related services and holding company
|
100
|
100
|
|
|
|
|
MS Leisure Pte Ltd
("MS Leisure")(1)
(Singapore)
|
Provision of management services
and holding company
|
100
|
100
|
|
|
|
|
MS English Pte. Ltd.
("MS English")(1)
(Singapore)
|
Provision of management services
and holding company
|
100
|
100
|
Name of Company
(Country of incorporation and principal place of
business)
|
Principal activities
|
Effective
interest
held by
Company
|
|
|
2024
|
2023
|
|
|
%
|
%
|
Held by the
Company (Continued)
|
|
|
|
MS Auston Pte. Ltd.
("MS Auston")(1)
(Singapore)
|
Provision of management services
and holding company
|
100
|
100
|
|
|
|
|
AS Coding 1 Pte. Ltd.
("AS Coding 1")(1)
(Singapore)
|
Provision of management services
and holding company
|
100
|
100
|
|
|
|
|
MS English 2 Pte. Ltd.
("MS English 2")(1)
(Singapore)
|
Provision of management services
and holding company
|
100
|
100
|
|
|
|
|
AS English 3 Pte. Ltd.
("AS English 3")(1)
(Singapore)
|
Provision of management services
and holding company
|
100
|
100
|
|
|
|
|
AS Coding 2 Pte. Ltd.
("AS Coding 2")(1)
(Singapore)
|
Provision of management services
and holding company
|
100
|
100
|
|
|
|
|
American International Partners
Limited
("AIP")(2)
(Myanmar)
|
Operation of an international
school in Myanmar
|
100
|
100
|
|
|
|
|
Held through MS
Exera
|
|
|
|
EXERA Myanmar Limited ("EXERA
Myanmar")(2)
(Myanmar)
|
Provision of integrated security
services
|
100
|
100
|
|
|
|
|
Exera Vietnam Company
Limited
("EXERA Vietnam")(3)(4)
(Vietnam)
|
Provision of integrated facility
management
|
100
|
-
|
|
|
|
|
Held through MS
Leisure
|
|
|
|
L Partners Limited
("L Partners")(2)
(Myanmar)
|
Operation and management of
Kids&Us English language schools and Ostello Bello
hostels
|
100
|
100
|
|
|
|
|
Held through MS
English
|
|
|
|
E Partners Limited
("E
Partners")(2)
(Myanmar)
|
Operation and management of Wall
Street English language schools
|
100
|
100
|
Name of Company
(Country of incorporation and principal place of
business)
|
Principal activities
|
Effective
Interest
held by
Company
|
|
|
2024
|
2023
|
|
|
%
|
%
|
Held through MS
Auston
|
|
|
|
A Partners Limited
("A Partners")(2)
(Myanmar)
|
Operation and management of
Auston
|
100
|
100
|
|
|
|
|
Held through AS Coding
1
|
|
|
|
C Partners Limited
("C Partners")(2)
(Myanmar)
|
Operation and management of
Logiscool coding schools
|
100
|
100
|
|
|
|
|
Held through MS English
2
|
|
|
|
Wall Street English Limited
Liability Company
("WSE Vietnam")(3)
(Vietnam)
|
Operation and management of Wall
Street English language schools
|
100
|
100
|
|
|
|
|
Held through AS English
3
|
|
|
|
AS English Vietnam Company
Limited
("AS Vietnam")(3)
(Vietnam)
|
Operation and management of
Kids&Us English language schools
|
100
|
100
|
|
|
|
|
Held through AS Coding
2
|
|
|
|
AS Coding Vietnam Company
Limited
("ASC Vietnam")(3)
(Vietnam)
|
Operation and management of
Logiscool coding schools
|
100
|
100
|
(1) Audited
by BDO LLP, Singapore.
(2) Audited
by BDO Consulting (Myanmar) Co. Ltd, for consolidation
purposes.
(3) Audited
by BDO Audit Services Co., Ltd. (Vietnam) for consolidation
purposes and for statutory reporting in Vietnam.
(4) On 19
December 2023, MS Exera Pte Ltd incorporated Exera Vietnam Company
Limited, a company incorporated in Vietnam.
14. Financial assets at fair value through
other comprehensive income ("FVOCI")
|
|
|
2024
|
2023
|
|
$
|
$
|
|
|
|
At 1 October
|
49,363
|
157,062
|
Fair value recognised in other
comprehensive income
|
(49,363)
|
(107,699)
|
At 30 September
|
-
|
49,363
|
The Group designated the
investment as unquoted equity security to be measured at FVOCI. The
Group intends to hold the investment for long−term appreciation in
value as well as strategic investment purposes. The investment has no fixed maturity date nor coupon rate.
Management has estimated the fair value with appropriate
adjustments with reference to the recent transacted price in the
market.
The FVOCI are denominated in
United States Dollar as at reporting date.
15. Inventories
Inventories comprise consumables,
security accessories, uniform, raw materials, fabric, merchandise
and academic materials. Inventories are measured at lower of cost
and net realisable value.
16. Trade and other
receivables
|
|
|
2024
|
2023
|
|
$
|
$
|
Current
|
|
|
Trade receivables
|
|
|
Third parties, gross
|
723,240
|
660,423
|
Less: Loss allowances
|
(5,939)
|
(5,939)
|
Third parties, net
|
717,301
|
654,484
|
Accrued receivables
|
141,312
|
14,990
|
Total trade receivables
|
858,613
|
669,474
|
|
|
|
Rental deposits
|
122,070
|
179,924
|
Prepayments for enrolment
expenses
|
558,878
|
641,498
|
Other prepayments
|
1,075,791
|
958,507
|
Sales tax
|
85,195
|
32,586
|
Total other receivables
|
1,841,934
|
1,812,515
|
Total trade and other receivables
(current)
|
2,700,547
|
2,481,989
|
|
|
|
|
2024
|
2023
|
|
|
$
|
$
|
|
Non−current
|
|
|
|
Related party
|
|
|
|
- Trade
|
-
|
1,049,735
|
|
- Non-trade (Note
27.1)
|
6,552,663
|
4,814,313
|
|
Less: Loss allowances
|
(4,400,124)
|
(4,400,124)
|
|
|
2,152,539
|
1,463,924
|
|
Rental deposits
|
440,225
|
361,778
|
|
Prepayments for enrolment
expenses
|
49,551
|
3,069
|
|
Total trade and other receivables
(non−current)
|
2,642,315
|
1,828,771
|
|
|
|
|
|
Total trade and other
receivables
|
5,342,862
|
4,310,760
|
|
Less: Prepayments
|
(1,684,220)
|
(1,603,074)
|
|
Less: Sales tax
|
(85,195)
|
(32,586)
|
|
Add: Cash and cash equivalents
(Note 17)
|
782,562
|
1,489,812
|
|
Financial assets at amortised
cost
|
4,356,009
|
4,164,912
|
|
Trade and other
receivables
Trade receivables are non−interest
bearing and are generally on 15 to 90 (2023: 15 to 60) days credit
term. They are measured at their original invoice amounts which
represent their fair value on initial recognition.
Non-current amount due from related party is trade
and non-trade in nature and is not expected to be repaid in the
next 12 months. The non-trade balance is unsecured and interest
free.
Expected credit loss
allowances
i) Trade receivables - Third
party
A one-off loss allowance was made
in prior years for a third-party trade debtor determined to be
credit-impaired as the likelihood of recovery is remote.
ii) Non-current
receivables - Related party (Note
24)
Loss allowances of $4,400,124
(2023: $4,400,124) were made in prior years on the trade and
non−trade amounts due from a related party in respect of payments
made on behalf and advances for the operation of the managed
operations of Wall Street English and Auston in Myanmar. The loss
allowance was made based on the financial information of the
related party and the expected repayment from the provision of
property management services at cost plus mark-up to the
Group.
The expected recovery of the
amounts due from a related party falls more than 12 months after
the end of the reporting period.
The Group's trade and other
receivables balances (excluding prepayments and sales tax) are
denominated in the following currencies:
|
2024
|
2023
|
|
$
|
$
|
|
|
|
United States Dollar
|
2,530,746
|
1,847,663
|
Myanmar Kyat
|
572,789
|
337,171
|
Vietnamese Dong
|
469,331
|
471,378
|
Singapore Dollar
|
581
|
18,888
|
Euro
|
-
|
-
|
|
3,573,447
|
2,675,100
|
17. Cash and cash
equivalents
|
|
|
|
2024
|
2023
|
|
|
$
|
$
|
|
|
|
|
|
Cash at bank
|
581,423
|
1,105,897
|
|
Cash at financial
institutions
|
405
|
18,717
|
|
Cash on hand
|
200,734
|
365,198
|
|
|
782,562
|
1,489,812
|
|
Cash at bank earns interest at
floating rates based on daily bank deposit rates.
Cash and cash equivalents are
denominated in the following currencies:
|
|
|
|
|
2024
|
2023
|
|
$
|
$
|
|
|
|
United States Dollar
|
177,953
|
373,220
|
Singapore Dollar
|
22,447
|
48,950
|
Myanmar Kyat
|
468,564
|
854,985
|
Vietnamese Dong
|
113,127
|
211,256
|
Euro
|
471
|
1,401
|
|
782,562
|
1,489,812
|
|
|
|
|
|
|
18. Shareholder's loans
The changes in shareholder's loan
balances (interest and principal)
arising from financing activities are listed
below:
|
|
|
2024
|
2023
|
|
$
|
$
|
|
|
|
At 1 October
|
2,577,181
|
1,500,000
|
Drawdown of loan
|
1,962,072
|
1,325,000
|
Repayment of loans and interest in
cash
|
-
|
(353,567)
|
Interest expense (Note
7)
|
216,920
|
105,748
|
At 30 September
|
4,756,173
|
2,577,181
|
On 1 July 2019, the Group entered
into an unsecured loan facility of up to $3,000,000 with its
shareholder, Macan Pte. Ltd. ("MACAN"). On 1 September 2023, MACAN
had granted an extension of the facility
maturity to 31 December 2027.
On 12 December 2023, the Group and
MACAN agreed to increase loan facility from $3,000,000 to
$4,500,000 to accelerate the Group's expansion plan of the
Education businesses. The loan facility is repayable on 20 days
notice and matures no later than 31 December 2027 and continues to
bear interest rate of 6% per annum.
As at reporting date, MACAN has
provided a written undertaking not to demand repayment within
12 months from the date of approval of the audited financial
statements of the Group for the financial year ended 30 September
2024.
As
at the date of approval of the financial
statements, the Group has a remaining unutilised loan facility of
$818,000 following the settlement of $800,000 of drawn facilities
as described in Note 29.
19. Trade and other
payables
|
|
|
|
2024
|
2023
|
|
|
$
|
$
|
|
Trade payables
|
|
|
|
Third parties
|
1,635,883
|
907,038
|
|
Accrued enrolment
expenses
|
425,308
|
-
|
|
Total trade payables
|
2,061,191
|
907,038
|
|
|
|
|
|
Other payables
|
|
|
|
Third parties
|
1,510,511
|
583,316
|
|
Accruals - others
|
1,421,862
|
1,016,009
|
|
Accruals - wages and
salaries
|
801,256
|
878,710
|
|
Refundable deposits from
customers
|
2,378,945
|
2,427,593
|
|
Sales tax
|
29,792
|
27,802
|
|
Total other payables
|
6,142,366
|
4,933,430
|
|
|
|
|
|
Total trade and other
payables
|
8,203,557
|
5,840,468
|
|
Add: Lease liabilities (Note
12)
|
12,758,323
|
12,121,216
|
|
Add: Shareholder's loans (Note
18)
|
4,756,173
|
2,577,181
|
|
Less: Sales tax
|
(29,792)
|
(27,802)
|
|
Financial liabilities carried at
amortised cost
|
25,688,261
|
20,511,063
|
|
Trade amounts due to third parties
are unsecured, non−interest bearing and on 15 to 90 (2023: 15 to
60) days credit term.
The non−trade amounts due to third
parties are unsecured, interest−free and repayable on
demand.
Trade and other payables
(excluding sales tax) are denominated in the following
currencies:
|
|
|
2024
|
2023
|
|
$
|
$
|
|
|
|
United States Dollar
|
1,319,716
|
784,093
|
Singapore Dollar
|
169,658
|
90,814
|
Myanmar Kyat
|
3,831,860
|
3,518,732
|
Vietnamese Dong
|
2,282,893
|
1,249,166
|
Pound Sterling
|
223,206
|
169,861
|
Euro
|
346,432
|
-
|
|
8,173,765
|
5,812,666
|
20. Share capital
|
|
|
2024
|
2023
|
2024
|
2023
|
|
Shares
|
$
|
$
|
Issued and fully paid ordinary shares:
|
|
|
|
|
Ordinary
shares
|
|
|
|
|
At 1 October
|
2,965,920
|
2,925,920
|
21,639,638
|
21,439,638
|
Shares issued during the financial
year
|
56,000
|
40,000
|
280,000
|
200,000
|
At 30 September
|
3,021,920
|
2,965,920
|
21,919,638
|
21,639,638
|
The Company issued 56,000 ordinary
shares at $5.00 per share (2023: 40,000 ordinary shares at $5.00
per share) in lieu of payment for accrued employee bonus of
$280,000 (2023: $200,000), in respect of employment services
rendered for financial year to certain key management personnel as
detailed in Note 6 to the financial statements.
The holders of ordinary shares are
entitled to receive dividends as and when declared by the Company.
All ordinary shares have no par value and carry one vote per share
without restriction.
21. Convertible notes
|
|
|
2024
|
2023
|
|
$
|
$
|
|
|
|
At 1 October and 30
September
|
5,730,000
|
5,730,000
|
In October 2021, the Group
launched a Convertible Notes Programme to raise up to $10 million
for working capital and future investments. The convertible notes
("CN") holders had an option to subscribe to either (i) a 10%
coupon option ("10% Coupon Convertible Notes") or (ii) a
zero−coupon option ("Zero Coupon Convertible
Notes"). The proceeds from the convertible
notes were limited to 50% for activities in Myanmar and the rank is
pari passu to all present and future unsecured
obligations.
The CNs must be mandatorily
convertible into shares of the Company at the date falling on the
earlier of the maturity date (30 October 2024) or when the
Qualifying Event is satisfied ("Conversion Date"). On the
Conversion Date, the CNs are converted based on the stipulated
conversion price and are paid-up in full to the note holders
entirely (interest and principal) through the issuance of ordinary
shares of the Company.
The convertible notes were issued
on 1 November 2021 and the Group's existing shareholders subscribed
$5,730,000 comprising:
(i) Zero−Coupon Convertible
Notes of $5,230,000 (including subscription by MACAN amounting to $3,500,000 of
which $1,000,000 was in cash and the rest was from conversion of a
loan from MACAN as detailed in Note 18 of the financial
statements); and
(ii) 10% Coupon Convertible Notes
amounting to $500,000.
Both the Zero-Coupon and 10% Coupon convertible
notes met the fixed for fixed criteria and the entire amount is
recognised within equity.
The convertible notes are
denominated in United States Dollar.
The salient features of the
convertible notes are as follows:
Type
|
Zero-Coupon
Convertible Notes
|
10% Coupon
Convertible Notes
|
|
|
|
Tenure
|
Up to 3 years
|
Up to 3 years
|
Maturity
|
30 October 2024
|
30 October 2024
|
Coupon
|
Zero-coupon
|
10% annual
|
Conversion price
|
The higher of:
(i) Floor
Subscription Price; and
(ii) the Discounted
Subscription Price.
|
The higher of:
(i)
$15.00 per Share; and
(ii) 90%
of the subscription price per Share for a Qualifying
Event
|
Discount
|
Between 2.0% and 20.5% based on
conversion schedule
|
10% vs. subscription price for a
Qualifying Event
|
Floor conversion price
|
$11.9 per share (based on the
maximum discount listed above)
|
$15.0 per share
|
Conversion date
|
The date falling on the earlier
of:
(i) the Maturity
Date; and
(ii) the Qualifying
Event.
|
The date falling on the earlier
of:
(i)
the Maturity Date; and
(ii) the
Qualifying Event.
|
Qualifying event
|
Share issuance in excess of $5
million.
|
Share issuance in excess of $5
million.
|
Use of proceeds
|
· Development of business
· Working capital
|
· Development of business
· Working capital
|
Limitation to use of
proceeds
|
Max. 50% of the proceeds for
activities in Myanmar
|
Max. 50% of the proceeds for
activities in Myanmar
|
Rank
|
Pari passu to all present and
future unsecured obligations
|
Pari passu to all present and
future unsecured obligations
|
Subsequent to the financial year
end, existing CN holders have agreed to
update the Convertible Note Programme, as detailed in Note
29.
22. Other reserves
|
|
|
2024
|
2023
|
|
$
|
$
|
|
|
|
Share option reserve
|
1,501,930
|
1,298,100
|
Fair value reserve
|
(762,754)
|
(713,391)
|
Equity reserve
|
(212,271)
|
(212,271)
|
Foreign exchange
reserve
|
122,358
|
170,145
|
At 30 September
|
649,263
|
542,583
|
(a) Equity reserves
The equity reserve represents the
effects of changes in ownership interests in subsidiaries
when there is no change in
control.
(b) Foreign exchange
reserve
The foreign exchange reserve of
the Group represents foreign exchange differences arising from the
translation of the financial statements of foreign operations whose
functional currencies are different from that of the Group's
presentation currency. This is non−distributable and the movements
in this account are set out in the statements of changes in
equity.
(c) Fair value
reserve
|
|
|
2024
|
2023
|
|
$
|
$
|
|
|
|
At 1 October
|
(713,391)
|
(605,692)
|
Changes in fair value during the
year (Note 14)
|
(49,363)
|
(107,699)
|
At 30 September
|
(762,754)
|
(713,391)
|
Fair value reserve represents the
cumulative fair value changes, net of tax, of financial assets
measured at FVOCI until they are derecognised. Upon derecognition,
the cumulative fair value changes will be transferred to retained
earnings.
(d) Share option
reserve
|
|
|
2024
|
2023
|
|
$
|
$
|
|
|
|
At 1 October
|
1,298,100
|
968,819
|
Share option expense (Note
6)
|
203,830
|
329,281
|
At 30 September
|
1,501,930
|
1,298,100
|
Share option reserve represents
the equity−settled share options granted to employees. The reserve
is made up of the cumulative value of services received from
employees recorded over the vesting period commencing from the
grant date of equity−settled share options and is reduced by the
forfeiture of the share options.
Employee Share Option
Schemes
At the Annual General Meetings
held on 7 March 2024, 4 March 2022 and 25 October 2016, the
shareholders approved an Employee Share Option Schemes ("ESOS
2024"), ("ESOS 2022") and ("ESOS 2016") granting share
options to certain Directors, senior management and key employees
and consultants of the Group. The Remuneration Committee comprising
all the Independent Non−Executive Directors are
responsible for administering these schemes.
The Group had entered into share
option agreements with the employees and Directors of the Group to
allot and issue cumulatively 496,500 (2023: 441,500) share
options.
Statutory and other information regarding ESOS 2024 and 2022
are set out below:
(i)
Consideration payable by each option holder for the grant is
$1.00.
(ii)
Exercise price is $11.00 per ordinary share.
(iii)
Options are valid during the
period commencing on the grant date and terminating on the tenth
anniversary of the grant date for up to 200,000 ordinary shares
with no par value in the capital of the Company ("Option
Shares").
(iv) Options
granted will vest with effect as follows:
(a) from
the first anniversary in respect of 40 percent of the Option
Shares.
(b) from
the second anniversary in respect of a further 40 percent of the
Option Shares.
(c) from
the third anniversary in respect of a further 20 percent of the
Option Shares.
(v)
Options will only be exercisable in respect of Option Shares that
have already vested.
(vi) If the
participants cease to be director or employee of the Company and
its subsidiaries at any time, then the Option will only be
exercisable in respect of the Option Shares that have vested prior
to the date of termination.
Statutory and other information regarding ESOS 2016 are set
out below:
(i)
Consideration payable by each option holder for the grant is
$1.00.
(ii)
Exercise price is $11.00 per ordinary share.
(iii)
Options are valid during the period commencing on
the grant date and terminating on the tenth anniversary of the
grant date for up to 200,000 ordinary shares with no par value in
the capital of the Company ("Option Shares").
(iv) Options
granted will vest with effect as follows:
(a) from
the second anniversary in respect of 50 percent of the Option
Shares.
(b) from
the third anniversary in respect of a further 30 percent of the
Option Shares.
(c) from
the fourth anniversary in respect of a further 20 percent of the
Option Shares.
(v)
Options will only be exercisable in respect of Option Shares that
have already vested.
(vi) If the
participants cease to be director or employee of the Company and
its subsidiaries at any time, then the Option will only be
exercisable in respect of the Option Shares that have vested prior
to the date of termination.
These granted share options have a weighted average
contractual life of 5.90 years (2023: 6.30 years) at the year
end.
These fair values were calculated
using the Black−Scholes pricing model using the following
assumptions:
|
Grant date
|
|
23 May
2017
|
1 December
2017
|
17 October
2018
|
21 July
2020
|
5 July
2022
|
6 February
2023
|
7
March
2024
|
Fair value at grant date
($)
|
4.48
|
7.09
|
5.17
|
5.13
|
3.02
|
3.04
|
2.98
|
Grant date share price
($)
|
10.00
|
13.00
|
10.00
|
10.00
|
6.50
|
6.00
|
6.00
|
Exercise price ($)
|
11.00
|
11.00
|
11.00
|
11.00
|
11.00
|
11.00
|
11.00
|
Expected volatility
|
33.91%
|
36.07%
|
38.43%
|
42.92%
|
44.87%
|
48.96%
|
47.03%
|
Option life
|
10
years
|
10
years
|
10
years
|
10
years
|
10
years
|
10
years
|
10
years
|
Risk−free annual interest
rate
|
2.28%
|
2.36%
|
3.21%
|
0.60%
|
2.88%
|
3.63%
|
4.09%
|
Expected volatility was determined
by calculating the historical volatility share price over a period
of ten years of comparable companies in similar industries. The
expected life used in the model has been adjusted, based on
management's best estimate, for the effects of non−transferability,
exercise restrictions and behavioural considerations.
The Group recognised total
expenses of $203,830 (2023: $329,281) related to equity−settled
share−based payment transactions arising from the ESOS schemes
above during the financial year.
The following reconciles the share
options outstanding at the start and at end of the financial
year.
|
2024
|
2023
|
|
Number
|
Weighted average
exercise
Price
|
Number
|
Weighted average
exercise
Price
|
|
|
$
|
|
$
|
|
|
|
|
|
At 1 October
|
368,500
|
11.00
|
328,500
|
11.00
|
Granted
|
55,000
|
11.00
|
43,000
|
11.00
|
Forfeited
|
(10,000)
|
|
(3,000)
|
|
At 30 September
|
413,500
|
|
368,500
|
|
As at 30 September 2024, 315,700
(2023: 233,100) shares options are exercisable.
23. Loss per share
The calculation of the basic and
diluted loss per share attributable to the ordinary equity holders
of the Company is based on the following data:
|
2024
|
2023
|
|
|
|
Numerator
|
|
|
Loss for the financial year
attributable to the owners of the parent ($)
|
(10,953,686)
|
(5,319,684)
|
|
|
|
Denominator
|
|
|
Weighted average number of ordinary
shares for the purposes of basic and diluted loss per
share
|
2,997,679
|
2,952,550
|
|
|
|
Loss per share ($)
|
|
|
Basic and diluted
|
(3.65)
|
(1.80)
|
Diluted loss per share and basic
loss per share are the same as neither the exercise of the share
option nor the conversion of mandatory convertible notes would
result in an increase of the loss per share.
24. Significant related party
transactions
During the financial
year, in addition to the
information disclosed elsewhere in these financial statements, the
Group entered into the following significant transactions with
related parties at rates and terms agreed between the
parties:
|
|
|
2024
|
2023
|
|
$
|
$
|
Related party#:
|
|
|
Advances to
|
688,615
|
564,438
|
|
|
|
Corporate shareholder*:
|
|
|
Interest on shareholder's loans
(Note 7)
|
216,920
|
105,748
|
Shareholder's loans (Note
18)
|
1,962,072
|
1,325,000
|
|
|
|
Director of the subsidiaries:
|
|
|
Professional fees
|
-
|
21,000
|
# Related party refer to entities where a
Director of certain Group's subsidiaries has beneficial
interests.
*
Corporate shareholder refer to
MACAN, a substantial shareholder.
The outstanding balances as at
reporting date with related parties are disclosed in Notes 7, 12,
16, 18 and 19 to the financial statements, respectively.
Key management personnel
remuneration
Key management personnel are those
individuals having the authority and responsibility for planning,
directing and controlling the activities of the Group, directly or
indirectly. The Company's key management personnel are the
Directors of the Company and other key management
personnel.
The details of their remuneration
are as follows:
|
|
|
2024
|
2023
|
|
$
|
$
|
|
|
|
Wages and salaries
|
882,996
|
738,557
|
|
|
|
Other employment
benefits
|
173,980
|
148,936
|
Share−based
compensation:
|
|
|
Share bonus
|
-
|
250,000
|
Share options
|
197,467
|
301,723
|
|
197,467
|
551,723
|
Director fees
|
58,000
|
62,441
|
Total
|
1,312,443
|
1,501,657
|
25. Commitment
At each reporting date, commitments in respect of
capital expenditure, are as follows:
|
2024
|
2023
|
|
$
|
$
|
Capital expenditure contracted but
not provided for
|
|
|
- Plant and
equipment
|
51,413
|
292,132
|
26. Segment information
Management has determined the
operating segments based on the reports reviewed by the chief
operating decision maker (Note 2.15).
Management monitors the Group's
operations from both a geographic and sector
perspective.
Geographically, management manages
and monitors the business in these primary geographic areas:
Singapore, Vietnam and Myanmar.
For management purposes, the Group
is organised into business units based on its services, and has
three reportable operating segments as follows:
a) Education
- Operation of education businesses ranging from early
years to tertiary education and including vocational training,
consultancy, advisory and project management services in the
education sector in Vietnam and Myanmar;
b)
Services - Provision of integrated security services, consultancy,
advisory and project management services in the security, facility
management and hospitality sectors in Vietnam and Myanmar. This
reportable segment has been formed by aggregating the relevant
operating entities, which are regarded by management to exhibit
similar economic characteristics; and
c) Corporate
- Corporate services,
management support and certain shared services to subsidiaries of
the Group.
The "Corporate" operating segment
includes the Group's minor trading and investment holding
activities which are not included within reportable segments as (i)
they are not separately reported to the chief operating decision
maker, and (ii) they contribute immaterial amounts of revenue to
the Group.
The Group's reportable segments
are strategic business units that are organised based on their
function and targeted customer groups. They are managed separately
because each business unit requires different skill sets and
marketing strategies.
Management monitors the operating
results of the segments separately for the purposes of making
decisions about resources to be allocated and assessing
performance. Segment performance is evaluated based on operating
profit or loss which is similar to the accounting profit or
loss. Income taxes are managed by the
management of respective entities within the Group.
The accounting policies of the
operating segments are the same as those described in the summary
of significant accounting policies. There is no asymmetrical
allocation to reportable segments. Management evaluates performance
on the basis of profit or loss from operations before income tax
expense. There is no change from prior periods in the measurement
methods used to determine reported segment profit or
loss.
Income taxes are managed by the
management of respective entities within the Group.
The key management personnel assess the performance
of the operating segments based, among others, measure of earnings
before interest, income tax, depreciation and amortisation
("EBITDA"), (i) Adjusted EBITDA (as presented below) and (ii)
Adjusted EBITDA less amortisation of right-of-use assets and
interest on lease liabilities ("Adjusted EBITDA after impact of
ROUs").
These measurements basis excludes the effects of
expenditure from the operating segments such as impairments and
reversal of impairments that are not expected to recur regularly in
every period and are separately analysed.
All income and expenses are allocated to the
respective operating segments based on the entities within each
operating segment, except for interest expenses which as this type
of activity is managed centrally.
During the financial period, the
Group re-organised its administrative offices into shared service
functions. Accordingly, the comparative segmental report relating
to administrative and other operating expenses for the financial
year has been reflected in the revised cost structure of the
respective business units.
Business segments
|
Education
|
Services
|
Corporate
|
Total
|
|
$
|
$
|
$
|
$
|
2024
|
|
|
|
|
Revenue
|
22,671,445
|
7,002,570
|
-
|
29,674,015
|
Cost of services*
|
(7,276,016)
|
(5,413,471)
|
-
|
(12,689,487)
|
Gross profit
|
15,395,429
|
1,589,099
|
-
|
16,984,528
|
Other income
|
13,942
|
986
|
1,567
|
16,495
|
Foreign exchange loss
|
(1,255,728)
|
(174,953)
|
(24,454)
|
(1,455,135)
|
Impairment of intangible
asset
|
(4,561,645)
|
-
|
-
|
(4,561,645)
|
Administrative and other operating
expenses
|
(16,378,944)
|
(1,757,009)
|
(2,214,911)
|
(20,350,864)
|
Loss from operations
|
(6,786,946)
|
(341,877)
|
(2,237,798)
|
(9,366,621)
|
Finance cost
|
(1,100,934)
|
(22,565)
|
(217,892)
|
(1,341,391)
|
Segment loss before tax
|
(7,887,880)
|
(364,442)
|
(2,455,690)
|
(10,708,012)
|
Income tax expense
|
(245,674)
|
-
|
-
|
(245,674)
|
Loss after income tax
|
(8,133,554)
|
(364,442)
|
(2,455,690)
|
(10,953,686)
|
|
Education
|
Services
|
Corporate
|
Total
|
|
$
|
$
|
$
|
$
|
2024
|
|
|
|
|
Other non-cash items:
|
|
|
|
|
Total depreciation of plant and
equipment
|
1,119,464
|
87,278
|
286
|
1,207,028
|
Total amortisation of right-of-use
asset
|
2,669,847
|
116,246
|
-
|
2,786,093
|
Total amortisation of intangible
assets
|
100,718
|
-
|
-
|
100,718
|
Impairment loss on intangible
asset
|
4,561,645
|
-
|
-
|
4,561,645
|
Finance costs (excluding interest
on lease liabilities)
|
2,524
|
-
|
217,892
|
220,416
|
Total interest on lease
liabilities
|
1,098,410
|
22,565
|
-
|
1,120,975
|
|
9,552,608
|
226,089
|
218,178
|
9,996,875
|
|
|
|
|
|
Adjusted EBITDA
|
1,664,728
|
(138,353)
|
(2,237,512)
|
(711,137)
|
|
|
|
|
|
Adjusted EBITDA after impact of ROUs
|
(2,103,529)
|
(277,164)
|
(2,237,512)
|
(4,618,205)
|
|
|
|
|
|
Reportable segment assets
|
|
|
|
|
Total Group's assets
|
20,488,630
|
3,572,599
|
75,521
|
24,136,750
|
|
|
|
|
|
Included in the segment
assets:
|
|
|
|
|
Additions:
|
|
|
|
|
- Plant and equipment
|
2,443,866
|
40,440
|
-
|
2,484,306
|
- Right−of−use assets
|
3,757,988
|
-
|
-
|
3,757,988
|
- Intangibles
|
105,230
|
-
|
-
|
105,230
|
|
|
|
|
|
Reportable segment
liabilities representing total Group's
liabilities
|
(33,649,977)
|
(1,373,316)
|
(5,312,783)
|
(40,336,076)
|
* Cost
of services arising from "Education" and "Services" segments
comprise mainly employee benefits expenses of
$3,488,673 and $4,184,083, respectively.
|
Education
|
Services
|
Corporate
|
Total
|
|
$
|
$
|
$
|
$
|
2023
|
|
|
|
|
Revenue
|
18,727,358
|
5,327,189
|
-
|
24,054,547
|
Cost of services*
|
(6,240,011)
|
(3,944,204)
|
-
|
(10,184,215)
|
Gross profit
|
12,487,347
|
1,382,985
|
-
|
13,870,332
|
Other income
|
81,820
|
5,809
|
2,389
|
90,018
|
Foreign exchange loss
|
(820,457)
|
(291,528)
|
(22,456)
|
(1,134,441)
|
Administrative and other operating
expenses
|
(13,441,934)
|
(1,124,527)
|
(2,531,927)
|
(17,098,388)
|
Loss from operations
|
(1,693,224)
|
(27,261)
|
(2,551,994)
|
(4,272,479)
|
Finance cost
|
(846,714)
|
(27,329)
|
(105,748)
|
(979,791)
|
Segment loss before tax
|
(2,539,938)
|
(54,590)
|
(2,657,742)
|
(5,252,270)
|
Income tax expense
|
(202)
|
(67,212)
|
-
|
(67,414)
|
Loss after income tax
|
(2,540,140)
|
(121,802)
|
(2,657,742)
|
(5,319,684)
|
|
Education
|
Services
|
Corporate
|
Total
|
|
$
|
$
|
$
|
$
|
2023
|
|
|
|
|
Other non-cash items:
|
|
|
|
|
Total depreciation of plant and
equipment
|
775,582
|
50,990
|
381
|
826,953
|
Total amortisation of right-of-use
asset
|
2,659,632
|
198,643
|
-
|
2,858,275
|
Total amortisation of intangible
assets
|
80,165
|
333
|
-
|
80,498
|
Reversal of impairment of trade and
other receivables
|
-
|
(9,514)
|
-
|
(9,514)
|
Finance costs (excluding interest
on lease liabilities)
|
-
|
-
|
105,748
|
105,748
|
Total interest on lease
liabilities
|
846,714
|
28,691
|
-
|
875,405
|
|
4,362,093
|
269,143
|
106,129
|
4,737,365
|
|
|
|
|
|
Adjusted EBITDA
|
1,822,155
|
214,553
|
(2,551,613)
|
(514,905)
|
|
|
|
|
|
Adjusted EBITDA after impact of ROUs
|
(1,684,191)
|
(12,781)
|
(2,551,613)
|
(4,248,585)
|
|
|
|
|
|
Reportable segment assets
|
23,463,580
|
3,417,508
|
76,793
|
26,957,881
|
Financial assets at
FVOCI
|
-
|
-
|
49,363
|
49,363
|
Total Group's assets
|
23,463,580
|
3,417,508
|
126,156
|
27,007,244
|
|
|
|
|
|
Included in the segment
assets:
|
|
|
|
|
Additions:
|
|
|
|
|
- Plant and equipment
|
1,430,823
|
295,018
|
-
|
1,725,841
|
- Right−of−use assets
|
2,974,530
|
-
|
-
|
2,974,530
|
- Intangibles
|
249,889
|
-
|
-
|
249,889
|
|
|
|
|
|
Reportable segment
liabilities representing total Group's
liabilities
|
(27,978,838)
|
(1,448,661)
|
(3,212,065)
|
(32,639,564)
|
* Cost
of services arising from "Education" and "Services" segments
comprise mainly employee benefits expenses of
$2,991,385 and $3,360,104, respectively.
Geographical segments
The Group operates in three main
geographical areas:
|
|
|
|
Revenue
|
Non-current
assets
|
|
2024
|
2023
|
2024
|
2023
|
|
$
|
$
|
$
|
$
|
|
|
|
|
|
Singapore
|
16,516
|
312
|
18,000
|
21,652
|
Myanmar
|
21,424,267
|
15,514,422
|
10,102,885
|
8,736,631
|
Vietnam
|
8,233,232
|
8,539,813
|
7,565,291
|
12,176,631
|
|
29,674,015
|
24,054,547
|
17,686,176
|
20,934,914
|
Revenue is based on the country in
which the customers are located. Segmental non−current assets
consist primarily of non−current assets other than financial
instruments and deferred tax assets. Segment non−current assets are
shown by geographical areas where the assets are
located.
Non−current assets consist of
plant and equipment, intangible assets and right−of−use assets in
the consolidated statements of financial position of the
Group.
27. Financial instruments and financial
risks
The Group's activities have
exposure to credit risks, market risks (including foreign currency
risks, interest rates risks and equity price risk) and liquidity
risks arising in the ordinary course of business. The Group's
overall risk management strategy seeks to minimise adverse effects
from the volatility of financial markets on the Group's financial
performance.
The Board of Directors are
responsible for setting the objectives and underlying principles of
financial risk management for the Group. The Group's management
then establishes the detailed policies such as risk identification
and measurement, exposure limits and hedging strategies, in
accordance with the objectives and underlying principles approved
by the Board of Directors.
There has been no change to the
Group's exposure to these financial risks or the manner in which
the risks are managed and measured, except for those key estimates
and judgements applied in Note 3 to the financial
statements.
The Group does not hold or issue
derivative financial instruments for trading purposes or to hedge
against fluctuations, if any, in interest rates and foreign
exchange rates.
27.1 Credit risks
Credit risk is the risk of
financial loss to the Group if a customer or counterparty to a
financial instrument fails to meet its contractual obligations. The
Group has adopted a policy of only dealing with creditworthy
counterparties as a means of mitigating the risk of financial loss
from defaults or requiring partial or full advance payments from
customers. The Group performs ongoing credit evaluation of its
counterparties' financial condition and generally do not require
collaterals.
The Board of Directors has
established a credit policy under which each new customer is
analysed individually for creditworthiness before the Group's
standard payment and delivery terms and conditions are
offered.
The Board of Directors determines
concentrations of credit risk by quarterly monitoring the
creditworthiness rating of existing customers and through a monthly
review of the trade receivables' ageing analysis.
The Group has significant credit
exposure arising from non-current receivables due from a related
party amounting $2,152,539 (2023:
$1,463,924), representing 40% (2023: 34%) of the total trade
and other receivables.
As the Group do not hold any
collateral, the maximum exposure to credit risk to each class of
financial instruments is the carrying amount of that financial
instruments presented in the consolidated statement of financial
position.
Expected credit loss
assessment for trade receivables due from third
parties
The Group applies the simplified
approach to measure the expected credit losses for trade
receivables. To measure expected credit losses on a collective
basis, trade receivables are grouped based on similar credit risk
and ageing.
The expected loss rates are based
on the Group's historical credit losses experienced. The historical
loss rates are then adjusted for current and forward−looking
information on macroeconomic factors affecting the Group's
customers.
The following table provides
information about the exposure to credit risk and expected credit
loss for the Group's trade receivables from third parties as at 30
September 2024.
|
2024
|
2023
|
|
$
|
$
|
|
|
|
Current
|
696,685
|
544,053
|
Past due 1 to 30 days
|
90,779
|
26,031
|
Past due 31 to 60 days
|
11,798
|
78,175
|
Past due over 60 days
|
59,351
|
21,215
|
|
858,613
|
669,474
|
The Group assessed that the trade
receivables due from third parties are subject to immaterial
expected credit losses.
Expected credit loss assessment for trade and
other receivables due from a related party and third
parties
Movement in the loss allowance for trade and other
receivables are as follows:
|
2024
|
2023
|
|
$
|
$
|
|
|
|
At 1 October
|
4,406,063
|
4,695,904
|
Reversal of loss
allowance
|
-
|
(9,514)
|
Write off
|
-
|
(280,327)
|
At 30 September
|
4,406,063
|
4,406,063
|
For amount due from a related
party (Note 16), the Board of Directors has taken into account
information that it has available internally about the related
party's past, current and expected operating performance and cash
flow position. Board of Directors monitors and assess at each
reporting date on any indicator of significant increase in credit
risk on the amount due from a related party, by considering their
performance and any default in external debts.
The loss allowance was measured at
an amount equal to lifetime expected credit losses which is credit
impaired.
Based on the Board of Director's
review, no further loss allowance on the amount due from a related
party is required.
Other
receivables due from third parties
For other receivables, the Board of Directors adopt
a policy of dealing with high credit quality counterparties. Board
of Directors monitor and assess at each reporting
date on any indicator of significant increase in credit risk on
these other receivables. Other than those impaired as detailed in
Note 16 to the financial statements, other receivables are measured
at 12−month expected credit loss and subject to immaterial credit
loss.
Cash and cash
equivalents
Cash and cash equivalents are
mainly deposits with reputable banks with high credit ratings
assigned by international credit rating agencies.
Capital controls and specific approvals may be
applied from time to time by the competent authorities in the
relevant jurisdictions.
The cash and cash equivalents are
held with banks and financial institutions which are rated Baa2 to
Aaa, based on Moody's rating. The Board of Directors monitors the
credit ratings of counterparties regularly. Impairment on cash and
cash equivalents and fixed deposits have been measured on the
12−month expected loss. At the reporting date, the Group did not
expect any credit losses from non−performance by the
counterparties.
The cash and cash equivalents are
categorised under the following countries:
|
2024
|
2023
|
|
$
|
$
|
|
|
|
Myanmar
|
521,824
|
1,068,128
|
Singapore
|
30,745
|
179,740
|
Vietnam
|
229,993
|
241,944
|
|
782,562
|
1,489,812
|
27.2 Market risks
Market risk arises from the
Group's use of interest bearing, tradable and foreign currency
financial instruments. It is the risk that the fair value or future
cash flows of a financial instrument will fluctuate because of
changes in foreign exchange rates (currency risk), interest rates
(interest rate risk) or other market factors (equity price
risk).
Foreign currency risks
Foreign exchange risk arises when
individual entities within the Group enters into transactions
denominated in a currency other than their functional
currency.
The currencies that give rise to this risk of the
Group and Company are primarily Myanmar Kyats and Vietnamese Dong
("VND").
There is an exposure to Myanmar
Kyat as the Myanmar subsidiaries have USD as functional
currency.
The Group and the Company have not
entered into any currency forward exchange contracts as at the end
of the reporting period.
The Group's material exposure from foreign currency
denominated financial assets and financial liabilities as at the
end of the reporting period is as follows:
|
USD
|
MMK
|
VND
|
Others
|
Total
|
Group
|
$
|
$
|
$
|
$
|
$
|
2024
|
|
|
|
|
|
Financial assets
|
2,708,699
|
1,041,353
|
582,458
|
23,499
|
4,356,009
|
Financial liabilities
|
(7,222,668)
|
(8,955,691)
|
(8,770,606)
|
(739,296)
|
(25,688,261)
|
Net financial position
|
(4,513,969)
|
(7,914,338)
|
(8,188,148)
|
(715,797)
|
(21,332,252)
|
Add: Net financial
liabilities/(assets) denominated in the respective entities'
functional currencies
|
4,641,336
|
8,892,637
|
8,186,171
|
-
|
21,720,144
|
Net financial position, adjusted
for financial assets/(liabilities) denominated in the respective
entities' functional currencies
|
127,367
|
978,299
|
(1,977)
|
(715,797)
|
387,892
|
|
|
|
|
|
|
2023
|
|
|
|
|
|
Financial assets
|
2,220,883
|
1,192,156
|
682,634
|
69,239
|
4,164,912
|
Financial liabilities
|
(5,492,772)
|
(6,960,250)
|
(7,797,366)
|
(260,675)
|
(20,511,063)
|
Net financial position
|
(3,271,889)
|
(5,768,094)
|
(7,114,732)
|
(191,436)
|
(16,346,151)
|
Add: Net financial
liabilities/(assets) denominated in the respective entities'
functional currencies
|
3,594,588
|
8,582,372
|
7,114,732
|
(10,378)
|
19,281,314
|
Net financial position, adjusted
for financial assets/(liabilities) denominated in the respective
entities' functional currencies
|
322,699
|
2,814,278
|
-
|
(201,814)
|
2,935,163
|
Foreign currency sensitivity analysis
The following table details the
Group's sensitivity to 30% (2023: 30%) change in Myanmar Kyat
against United States Dollar. The sensitivity analysis assumes an
instantaneous change in the foreign currency exchange rates from
the end of the reporting dated, with all variables held
constant.
|
Gain/(Loss)
Loss before
tax
|
|
2024
|
2023
|
|
$
|
$
|
Kyat
|
|
|
Strengthen against United States
Dollar
|
285,000
|
844,000
|
Weaken against United States
Dollar
|
(285,000)
|
(844,000)
|
Interest rate risk
The Group are not exposed to any significant
interest rate risk as at reporting date as it does not have
significant variable interest bearing financial assets and
liabilities. The Group are primarily exposed to fixed rate interest
bearing loans from a shareholder and loans receivable due from
subsidiary, respectively. Accordingly, interest rate risk
sensitivity analysis disclosure is deemed not
necessary.
Equity price risk
The Group holds strategic equity
investments in other companies where those complement the Group's
operations (see Note 14 to the financial statements). The directors
believe that the exposure to market price risk from this activity
is acceptable in the Group's circumstances. Accordingly,
equity price risk sensitivity analysis disclosure is deemed
not necessary.
27.3 Liquidity risks
Liquidity risk arises from the Group's management of
working capital and the finance charges and principal repayments on
its debt instruments. It is the risk that the Group will encounter
difficulty in meeting its financial obligations as they fall
due.
The following table details the Group's remaining
contractual maturity for its non−derivative financial liabilities.
The table has been drawn up based on undiscounted cash flows of
financial liabilities based on the earlier of the contractual date
or when the Group is expected to pay. The table includes both
expected interest and principal cash flows.
|
Less
than 1
year
|
Between
1 and 2
years
|
Between
2 and 5
years
|
Over
5 years
|
Total
|
|
$
|
$
|
$
|
$
|
$
|
Group
|
|
|
|
|
|
2024
|
|
|
|
|
|
Trade and other payables (excluding
sales tax)
|
8,173,765
|
-
|
-
|
-
|
8,173,765
|
Loans from a shareholder
|
-
|
-
|
5,302,301
|
-
|
5,302,301
|
Lease liabilities
|
2,826,044
|
3,818,752
|
7,543,108
|
3,264,420
|
17,452,324
|
|
10,999,809
|
3,818,752
|
12,845,409
|
3,264,420
|
30,928,390
|
|
|
|
|
|
|
2023
|
|
|
|
|
|
Trade and other payables (excluding
sales tax)
|
5,812,666
|
-
|
-
|
-
|
5,812,666
|
Loans from a shareholder
|
-
|
-
|
2,957,625
|
-
|
2,957,625
|
Lease liabilities
|
2,859,626
|
2,939,302
|
6,973,350
|
2,296,659
|
15,068,937
|
|
8,672,292
|
2,939,302
|
9,930,975
|
2,296,659
|
23,839,228
|
27.4
Financial instruments and measurements
Financial instruments not measured
at fair value
Financial instruments not measured at fair value
include cash and cash equivalents, current trade and other
receivables (excluding prepayments and sales taxes), long term
rental deposits and trade and other payables. Due to their
short−term nature, the carrying amount of these current financial
assets and financial liabilities measured at amortised costs
approximate their fair value.
The carrying amounts of loans due to a shareholder
approximate their fair value as their interest rates approximate
market interest rates for such liabilities.
The carrying amounts of non-current receivables and
non-current rental deposits approximate their fair value due to
insignificant effects of discounting.
Financial instruments measured at
fair value
The financial instruments as disclosed in Note 14 to
the financial statements included in Level 1 of the fair value
hierarchy, fair value with appropriate
adjustments with reference to the recent transacted price in the
market.
There were no transfers between levels during the
financial year.
There have been no changes in the valuation
techniques of the various classes of financial instruments during
the financial year.
28. Capital risk management policies and
objectives
The Group manages its capital to
continue as a going concern, maintains an optimal capital structure
so as to maximise shareholder value. The Group sets the amount of
capital it requires in proportion to risk. The Group manages its
capital structure and makes adjustments to it in the light of
changes in economic conditions and the risk characteristics of the
underlying assets. In order to maintain or adjust the capital
structure, the Group may issue new shares and enter into new debt
arrangements.
The capital structure of the Group consists of equity
attributable to the equity holders of the Company comprising other
reserves and loans from a shareholder and convertible notes.
The Group's management reviews the
capital structure on an annual basis. As part of this review,
management considers the cost of capital and the risks associated
with each class of capital. The Group's overall strategy remains
unchanged from 30 September 2023.
The Group is not subject to
externally imposed capital requirements for the financial year
ended 30 September 2024 and 30 September 2023.
29. Subsequent events
On 30 October 2024, the Group and
existing convertible note ("CN") holders agreed to the following
updates to the Convertible Note Programme:
·
an extension to the maturity of the Zero-Coupon
option of the Company's Convertible Note Programme from 30 October
2024 to 30 October 2026;
·
an increase in the subscription amount of the
Zero-Coupon Convertible Notes from $5,230,000 to $7,255,000
(including the subscription by MACAN Pte. Ltd. ("MACAN") detailed
below); and
·
the termination of the 10% Coupon option of the
Convertible Note Programme.
The increased Zero-Coupon
Convertible Notes subscription amount was achieved
through:
·
settlement of $500,000 owed to an existing CN
holder from the maturity of the 10% Coupon;
·
settlement of $800,000 owed to MACAN under an
existing loan facility; and
·
cash payment of $725,000 (including $200,000 from
MACAN).
The revised key terms of
the Zero-Coupon Convertible Notes
are as follows:
Maturity
|
30 October 2026
|
Coupon
|
Zero-Coupon
|
Conversion discount
|
Up to 33.1%, depending on the
qualifying event
|
Qualifying event
|
Share issuance in excess of $5.0
million
|
Floor conversion price
|
$11.53 per share
|
Use of proceeds
|
Development of business and
working capital
|
Limited use of proceeds
|
Maximum of 50% of the proceeds to
be used for activities in Myanmar
|
Rank
|
Pari passu to all present and
future unsecured obligations
|
MACAN, the Group's largest
shareholder, subscribed for $3,500,000 Zero-Coupon Convertible
Notes in November 2021 and recently subscribed for an additional
amount of $1,000,000 of the Zero-Coupon Convertible Notes. The subscription amount
was satisfied through: (i) $800,000
of monies already drawn down pursuant to MACAN's
existing loan facility to the Group in lieu of repayment; and (ii)
the payment of an additional $200,000 in cash.
Immediately following MACAN's
convertible note subscription, MACAN has lent the following amounts
to the Group:
· $4,500,000 in Zero-Coupon Convertible Notes; and
· $4,500,000 in a 6% loan facility expiring on 31 December 2027,
of which $3,682,000 has been drawn.