Source - LSE Regulatory
RNS Number : 8811U
Asia Strategic Holdings Limited
28 January 2025
 

    

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:

 

Asia Strategic Holdings Ltd.

Richard Greer, Independent Non-Executive Chairman

Enrico Cesenni (OSI), Founder and CEO

 


richard@asia-strategic.com

enrico@asia-strategic.com

Allenby Capital Limited (Broker)

Nick Athanas

Nick Naylor

Lauren Wright

 

 

+44 (0)20 3328 5656 

 

Yellow Jersey PR (Financial PR)

Shivantha Thambirajah

Bessie Elliot

+44 (0) 20 3004 9512 

asia-strategic@yellowjerseypr.com

 

 

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

17 October

 2018

21 July

2020

5 July

2022

 

6 February

2023

 7 March

2024

Fair value at grant date ($)

4.48

5.17

5.13

3.02

3.04

2.98

Grant date share price ($)

10.00

10.00

10.00

6.50

6.00

6.00

Exercise price ($)

11.00

11.00

11.00

11.00

11.00

11.00

Expected volatility

33.91%

38.43%

42.92%

44.87%

48.96%

47.03%

Option life

10 years

10 years

10 years

10 years

10 years

10 years

Risk−free annual interest rate

2.28%

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.

 

 

 

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