REG - Asia Strategic Ltd - Results for the financial year ended 30 Sept 2025
10/02/2026 07:00
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RNS Number : 3271S Asia Strategic Holdings Limited 10 February 2026
10 February 2026
www.asia-strategic.comAsia Strategic Holdings Ltd.
("Asia Strategic", the "Group" or the "Company")
Results for the financial year ended 30 September 2025
Asia Strategic Holdings Ltd. (LSE: ASIA), the independent developer and
operator of consumer businesses in Emerging Asia, is pleased to announce the
publication of its full year results for the financial year ended 30 September
2025.
The Group's audited financial statements for the year ended 30 September 2025
received an unqualified audit opinion ("FY25 Accounts"). The FY25 Accounts
will be available on the Company's website at www.asia-strategic.com
(https://asia-strategic.com/) . A copy of the FY25 Accounts will be submitted
to the National Storage Mechanism ("NSM") where it will be available for
public inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)
Following publication of the FY25 Accounts and the uploading of them to the
NSM, the Company will be requesting a restoration of the listing of the
Ordinary Shares. In the meantime, the Company's Ordinary Shares remain
suspended from the Official List Equity Shares (transition) category of the
Financial Conduct Authority ("FCA") pending further notice.
The Directors of the Group confirms that the financial information for the
years ended 30 September 2025 and 2024 are derived from the Group's audited
financial statements and that these are not statutory accounts and, as such,
do not contain all information required to be disclosed in the full financial
statements prepared in accordance with International Financial Reporting
Standards (IFRS) as adopted by the European Union. The financial information
contained within this full year results statement was approved and authorised
for issue by the Board on 9 February 2026.
All data for the reporting period refer to the financial year ended 30
September 2025 ("FY25") and the comparative period refer to the financial year
ended 30 September 2024 ("FY24"), unless otherwise stated.
The year-on-year ("YOY") growth or decline refers to any change that occurred
between FY25 and FY24, or equivalent periods of one year, as applicable.
All figures are reported in United States Dollars ("$"), unless otherwise
specified.
All data pertaining to the student numbers across the report, including tables
and charts, are rounded to the nearest ten for clarity and presentation
purposes.
HIGHLIGHTS
Financial highlights
· Group revenue increased 8% YOY to $32.1 million in FY25 (FY24: $29.7
million).
The Education division accounted for 78% of revenue (FY24: 76%), while
Services contributed 22% (FY24: 24%). Key drivers of this growth included:
· A 19% increase in Myanmar's Education division (FY24: 42% increase)
driven by contributions from new businesses and continued scaling of existing
operations;
· A 2% growth in Services (FY24: 31% increase), as the Myanmar Services
division continued to contribute through improved commercial positioning and
expansion of high-value service offerings; and
· A 6% decline (FY24: 4% decline) in Vietnam's Education division due
to the continued restructuring of Wall Street English Vietnam.
· Group gross profit increased 11% YOY to $18.9 million in FY25 (FY24:
$17.0 million), with the Education division contributing 94% (FY24: 91%) and
the Services division 6% (FY24: 9%). Revenue growth outpaced the cost of
services, with the Group's gross margin improving to 59% (FY24: 57%). The
improvement in the Education division gross margin to 71% (FY24: 68%) was
offset by a decline in the Services division gross margin to 16% (FY24: 23%).
The improvement within the Education division reflects the Group's growing
operational efficiency as knowledge is consolidated across brands, leading to
better cost control in mature businesses, while newer ventures continue to
scale and meet expectations. The Services division's gross margin declined in
FY25 due to a shift toward a lower-margin contract mix driven by local
business demand coupled with continued cost inflation.
· The Group's net loss narrowed to $6.3 million in FY25 (FY24: $11.0
million loss), primarily reflecting the absence of a one-time $4.6 million
goodwill impairment at Wall Street English Vietnam recorded in FY24. The main
cause of the losses in FY25 was a foreign exchange loss of $2.8 million, due
to heightened currency volatility in key markets, and a plant and equipment
write-off of $0.5 million, due to earthquake damage. Despite this, operating
expenses were effectively controlled, increasing by only 1% YOY, underscoring
management's disciplined cost management as new businesses scale and mature
operations become more efficient.
· Group adjusted EBITDA loss (excluding impairment losses and interest on
lease liabilities) also narrowed to $0.3 million in FY25 (FY24: $0.7 million
loss). The improvement was driven by reduced losses at Wall Street English
Vietnam and growth in the Group's start-up businesses, partially offset by
higher foreign exchange losses. Marketing expenses decreased $0.4 million YOY
to $3.1 million in FY25, reflecting improved spending efficiency amid stronger
sales activity. Overall, underlying operational performance strengthened as
cost control measures and improved performance at the Group's start-up
businesses took effect.
· At 30 September 2025, deferred revenue, representing cash received in
advance of service delivery, was $18.9 million, of which $14.5 million (30
September 2024: $12.4 million) was current, and $4.4 million (30 September
2024: $2.0 million) was non-current.
· The Group reported a positive operating cash flow of $3.9 million
(FY24: $3.9 million) because of increased 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 $0.7
million (FY24: positive $0.6 million). This improvement reflects a more
efficient cash conversion cycle and disciplined working capital management. In
parallel, the Group adopted a more strategic approach at Wall Street English
Vietnam, implementing targeted cost reductions and commercial adjustments to
support its pathway to profitability.
· The Group invested $0.7 million in FY25 (FY24: $2.5 million), primarily
to establish four new schools across the Group's newer brands, Kids&Us and
Logiscool. A significant portion of the investment was directed towards the
repair and renovation of Auston's and Wall Street English's Mandalay schools
following the devastating earthquake in March 2025. Capital expenditures
across other businesses were limited to routine maintenance.
· The Group maintained a $4.5 million loan facility with MACAN, the
Group's largest shareholder. During FY25, $45k was drawn down. As of the
report date, $0.8 million remains available to 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 with
MACAN, diversification of the capital structure through potential bank loans,
and vendor financing.
Operational Highlights
Education
· Revenue from Education businesses increased 10% YOY to $25.0 million in
FY25 (FY24: $22.7 million).
· At 30 September 2025, deferred revenue from Education businesses,
representing cash received in advance of service delivery, comprised:
- Current: $14.2 million (30 September 2024: $12.1 million)
- Non-Current: $4.4 million (30 September 2024: $2.0 million).
· The Education division operates across Vietnam and Myanmar with the
following businesses:
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
2025 2024 2023 2025 2024 2023
Vietnam 16 17 11 4,610 4,300 4,040
Wall Street English 7 9 7 3,320 3,450 3,680
Kids&Us 6 6 4 1,130 770 360
Logiscool 3 2 - 160 80 -
Myanmar 19 16 9 5,800 5,030 4,650
Wall Street English 5 6 5 3,290 3,260 3,700
Kids&Us 4 3 1 610 480 100
Logiscool 6 3 - 850 320 -
Yangon American 2 2 1 190 150 100
Auston 2 2 2 860 820 750
Group 35 33 20 10,410 9,330 8,690
Vietnam
The number of students increased 7% compared to 30 September 2024 driven by
growth at Kids&Us Vietnam and Logiscool Vietnam.
· Wall Street English Vietnam: The number of students decreased during
the year but only slightly, as the closure of two schools was offset by the
increased demand for the online product. A new leadership team was appointed
to lead the transition to profitability by improving operational efficiency,
optimising digital channels, and strengthening collaboration with the
franchisor. In response to a continued shift towards online preferences, the
Group adjusted staffing, restructured service teams, downsized space, and
recalibrated its commercial strategy.
· Kids&Us Vietnam: Growth continued with financial and operational
performance broadly in line with expectations, supported by maturing schools
(five out of six schools have over 150 students) that are delivering higher
enrolment and operating leverage, driving improved unit economics. Retention
rates have strengthened, though they remain below the levels required to reach
optimal capacity utilisation. The Group advanced its growth agenda by refining
site selection toward smaller spaces and improving service team efficiency to
maximise class sizes, optimise space utilisation, and enhance margins.
· Logiscool Vietnam: Growth remained subdued with weak commercial
performance and limited school expansion. With new leadership and a fresh
approach to commercialisation, Logiscool Vietnam is positioned to achieve
better commercial performance going forward.
Myanmar
The number of students increased 15% compared to 30 September 2024 driven by
growth across all brands. Despite significant challenges, notably the
earthquake in Mandalay, performance was strong demonstrating the resilience of
the businesses.
· Wall Street English Myanmar: Price increases, combined with stable
student enrolment, supported growth, although they also raised affordability
concerns among certain customer segments. The team continued to respond
effectively to market pressures by reducing dollar-denominated costs and
enhancing pricing competitiveness, positioning the brand for stronger
performance in FY26.
· Kids&Us Myanmar: The experienced leadership team, shared with
Vietnam since early FY25, has stabilised the business and contributed to
strong enrolment. However, retention rates were softer than expected which
limited growth. Management is actively addressing this through targeted
operational initiatives and service-level improvements.
· Logiscool Myanmar: Robust growth was driven by a combination of
accumulated market knowledge, an experienced commercial team, and a favourable
market position. Enrolment numbers nearly tripled, while revenue increased
almost sevenfold.
· Yangon American: Growth remained stable, supported by a stronger
commercial focus and a more consistent faculty base. A key milestone during
the period was the appointment of an experienced Head of School to lead Yangon
American through its next phase. A new site in central Yangon for the
Secondary school opened in January 2026. The new site provides the required
indoor and outdoor space for older students. At the same time, relocating the
existing Junior High and High School students to the new campus frees up space
at the existing Elementary campus to expand lower-grade capacity. These
developments position Yangon American for a potential breakthrough year ahead.
· Auston: Further announcements on the conscription law have created
renewed uncertainty among younger demographics, impacting student enrolments
in early 2025. The Mandalay earthquake in March further compounded the
acquisition cycle and increased operating costs. Despite these challenges,
Auston demonstrated resilience under new leadership, with sales and enrolment
stabilising. The academic offering was strengthened through new partnerships
with UK academic institutions.
Services
· Revenue from Services businesses increased 2% YOY to $7.1 million in
FY25 (FY24: $7.0 million).
· At 30 September 2025, deferred revenue from Services businesses,
representing cash received in advance of service delivery, was $0.3 million
(30 September 2024: $0.3 million). The marginal 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 serve both internal and external
customers. Modest revenue was generated from its first few customers in FY25.
The Group is evaluating strategic partnership opportunities to strengthen and
scale the business.
Myanmar
(i) EXERA Myanmar - Integrated risk management services.
(ii) Ostello Bello - Boutique hostels.
· EXERA Myanmar: Employed over 1,900 security officers as of 30 September
2025 (30 September 2024: circa 1,710) across circa 250 sites in Myanmar (30
September 2024: circa 230 sites). This growth was driven by new customer
acquisition among local corporations as well as by the expansion of services
to United Nations agencies and embassy clients.
· Ostello Bello: Operates one boutique hostel with circa 40 beds and
circa 12 rooms in Bagan. The earthquake in Mandalay necessitated the difficult
decision to close the Mandalay hostel after ten years in operation. Overall
sector activity remains subdued due to the continued low levels of inbound
international tourism.
SIGNIFICANT AND SUBSEQUENT EVENTS
1) Impact of the Myanmar earthquake and business continuity
On 28 March 2025, a 7.7-magnitude earthquake struck central Myanmar, followed
by several aftershocks. The affected regions included Sagaing, Mandalay,
Magway, Bago, and northeastern Shan State. The earthquake caused extensive
disruption to electricity, internet connectivity, transportation, and
essential public services.
Independent assessments estimate total economic damages at approximately $11
billion, equivalent to about 14% of Myanmar's GDP. Humanitarian agencies
estimate that over 3,600 people died, approximately 200,000 people were
displaced, and around 2 million people required critical humanitarian
assistance.
The Group's corporate offices and operations in Yangon were largely
unaffected, although the premises of Wall Street English, Logiscool, Auston,
and Ostello Bello in Mandalay were significantly impacted and were closed for
an extended period of time. No casualties or serious injuries were reported
among our students, staff, or guests.
During the disruption, the Group transitioned immediately to online delivery
for its English language and coding programmes. For learners without reliable
access to electricity or internet, the Group offered study breaks, course
extensions, and flexible scheduling. Structural engineering assessments were
undertaken promptly on all facilities, and appropriate repair works were
completed. All affected schools and facilities received the official safety
approvals from the authorities and have now reopened. However, the damages
necessitated substantial refurbishment and refitting. As a result, the Group
has written off the carrying amounts of leasehold improvements and furniture
& fittings for these sites, totalling $0.5 million, as disclosed in Notes
10 of the financial statements.
2) Safeguarding communities through earthquake response and recovery efforts
The Group responded rapidly to support its employees, students, and local
communities. Immediate assistance included shelter, food, water, temporary
accommodation, and relocation support for affected staff and stakeholders. The
Group contributed approximately $30,000 through the European Chamber of
Commerce to support emergency relief efforts.
To strengthen longer-term rehabilitation, the Group established an Earthquake
Relief Fund, seeded with approximately $46,000 from key management and open to
contributions from employees across the organisation. The fund provided
targeted support to affected employees and contributed to broader community
recovery initiatives.
EXERA, the Group's integrated risk-management business, played a vital
on-the-ground role in Mandalay by providing site security, secure logistics,
and emergency response services to ensure safe and effective distribution of
humanitarian aid.
The Group has completed all required structural repairs to its school premises
and obtained the necessary clearances. It remains fully committed to
maintaining the highest safety standards as on-site operations resume. Asia
Strategic Holdings remains focused on navigating the aftermath of the
earthquake with resilience, prioritising the safety of its people and ensuring
business continuity.
3) Global macroeconomic and geopolitical uncertainties
Global trade and geopolitics remain volatile through 2025 and early 2026, with
the U.S. rolling out a baseline tariff and country-specific "reciprocal"
tariffs in April 2025 and then recalibrating some rates and exemptions over
subsequent months as negotiations progressed. The policy direction is still
toward using tariffs to rebalance trade, but implementation has become more
fluid: featuring temporary pauses, deal-linked adjustments, and sector
carve-outs (notably recent agricultural exemptions). This shifting landscape
continues to weigh on regional sentiment, supply chains, and inflation
expectations, supporting a prudent stance on operating costs and capital
allocation.
Vietnam has moved into a more constructive track within this framework. The
U.S. and Vietnam agreed on 26 October 2025, a Framework for an Agreement on
Reciprocal, Fair, and Balanced Trade: the U.S. keeps a 20% reciprocal tariff
as the baseline for now, while working toward a product-specific exemption
list that could reduce selected Vietnamese exports to 0% once a final
agreement is signed and implemented. Vietnam, in return, will eliminate
tariffs on nearly all U.S. exports and address key non-tariff barriers and
enforcement areas. Talks remain active, but the scope and timing of U.S.
zero-tariff carve-outs are still unresolved, so near-term uncertainty
persists.
For Myanmar, reciprocal tariffs remain very high due to the absence of a
concluded trade arrangement, implying continued external pressure on
export-linked sectors and broader macro fragility.
4) Convertible Note Programme
Details of the updated Convertible Note Programme are disclosed in Note 20 to
the financial statements.
COUNTRY ECONOMIC UPDATES
The most recent forecast by the Asian Development Bank (the "ADB") is for
developing Asia's GDP growth of 5.1% in 2025 and 4.6% in 2026.
Inflation in developing Asia is expected to be 1.6% in 2025 and 2.1% in 2026,
as supply chain disruptions ease further, lowering food and fuel prices.
Vietnam
The years stated below refer to the calendar year, which runs from 1 January
to 31 December unless otherwise stated.
· According to the General Statistics Office of Vietnam (the "GSO"), GDP
growth for the 9M 2025 was 7.9% YOY, exhibiting strong economic fundamentals
and a long-term positive outlook. The full-year 2024 GDP growth was 7.1%,
while ADB forecasts 6.0% growth in 2026. Average CPI for 9M 2025 increased by
3.3% YOY, while core CPI rose by 3.1%. Key inflation drivers included rising
costs in education, transportation, F&B, electricity, housing, and
construction materials.
· Vietnam's exports in the 9M 2025 are estimated to have grown 16% YOY to
$348.7 billion, while imports were estimated to have increased 19% YOY to
$332.0 billion. This led to a trade surplus of $16.8 billion, according to the
GSO. For 9M 2025, Vietnam's trade surplus with the United States exceeded
$99.0 billion, despite the 20% U.S. tariff on Vietnamese imports implemented
in July 2025.
· Vietnam's industrial sector continued to strengthen in 9M 2025, with
the Index of Industrial Production rising 9% YOY, according to the GSO.
Meanwhile, Vietnam's S&P Global Manufacturing PMI remained at 50.4 in
September 2025, unchanged from the previous month, indicating modest expansion
supported by recovering new orders and sustained output growth.
· Vietnam's public investment disbursement reached $16.6 billion through
9M 2025, equivalent to 50% of the Prime Minister's annual target. With only
four months remaining, half of the capital plan is still undisbursed,
heightening pressure to achieve the Government's 100% target. Over the same
period, Vietnam maintained strong foreign direct investment ("FDI") momentum,
with realised FDI reaching a five-year high of $18.8 billion, up 9% YOY, and
registered FDI rising 15.2% to $28.5 billion, underscoring investors'
sustained confidence.
· Since early 2025, the Vietnamese Dong has depreciated more than 3%
against the USD. Although Vietnam posted a $16.8 billion trade surplus in 9M
2025 and continued to receive solid FDI and remittance inflows, USD liquidity
in the banking system remains tight as the Fed keeps rates at 4.00-4.25%. In
response to the intense exchange rate pressure, the State Bank of Vietnam
intervened by selling USD in August and then again in October 2025 worth a
cumulative $2.9 billion.
· Over the past two decades, Vietnam has evolved from a low-income to an
upper-middle-income band (from $4,466 to $13,845) according to the World Bank,
with 2024 GDP per capita estimated at $4,700. With a population of 102.2
million in 2025 and a median age of 33.4 years old, Vietnam is the third most
populous country in Southeast Asia, after Indonesia (284.4 million) and the
Philippines (114.4 million) according to the International Monetary Fund. The
population is projected to grow steadily, reaching 105.4 million by 2030.
· The country's Human Development Index rose from 0.493 in 1990 to 0.766
in 2023, placing Vietnam in the High Human Development category and ranking
93rd out of 193 countries and territories. According to the EF English
Proficiency Index in 2024, Vietnam was still classified as "Low proficiency".
· The GSO estimates that Vietnam's workforce grew to 53.3 million during
Q3 2025. The large and low-cost labour force, coupled with a stable and
favourable 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
The years stated below refer to the calendar year, which runs from 1 January
to 31 December, and the financial year below refers to the Myanmar financial
period, which runs from 1 April to 31 March.
· Myanmar's economy remains stagnant, with the ADB forecasting GDP to
contract by 3.0% in 2025, followed by a modest recovery of 2.0% in 2026.
Activity across all sectors has declined sharply after the March 2025
earthquake, including manufacturing and services.
· Inflationary pressures persist due to supply disruptions caused by
halted border trade and earthquake-related damage, which has reduced
agricultural output in several regions. Lower import volumes are expected to
drive further increases in food prices. The ADB projects inflation to reach
around 30% by the end of 2025, easing to approximately 23% in 2026 as a result
of a stabilising currency and weakening domestic demand.
· According to the World Bank, Myanmar recorded a trade surplus of about
$1.0 billion (circa 1.3% of GDP) in FY25, driven mainly by import compression
amid tighter licensing, and border disruptions. In the first half of FY26
(April-September 2025), the trade surplus narrowed to roughly $0.7 billion,
about 50% lower than a year earlier, as reconstruction-related needs lifted
imports by 23% against an 11% rise in exports. Structural shifts were evident,
with land-route imports from Thailand down 81% in 2024 and sea imports up 37%,
contributing to higher logistics costs and inflationary pressures. Looking
ahead, significant risks remain as the economy is constrained by tight
external financing, border-trade disruptions, and strong dollar/kyat dynamics.
The trade surplus is more a symptom of import weakness than of export
strength, creating inflationary pressures even as formal trade balances
improve.
· According to the World Bank, Myanmar's fiscal deficit widened to 4.1%
of GDP in FY25 and is expected to increase further to 4.9% in FY26, reflecting
rising reconstruction and humanitarian spending. The current account shifted
to a surplus of 3.2% of GDP in FY25, supported by import compression and
remittances, but is expected to narrow to 0.4% of GDP in FY26. FDI remained
low with commitments remaining steady at $1.0 billion in FY25 and $0.3 billion
in the first half of FY26.
· CBM foreign-exchange interventions declined in 2025. Between April and
October 2025, the CBM sold around $249 million in FX, compared with $780
million in the previous seven months and $1.2 billion a year earlier, amid
constrained FX availability and a shifting focus to import controls. Demand
for essential imports, including fuel, edible oil, and fertilisers, remained
elevated due to reconstruction and supply-chain pressures.
· Myanmar faces persistent infrastructure and energy challenges, worsened
by reduced FDI, limited external support, and widespread power shortages.
Seasonal hydropower dependence and earthquake-related grid damage continue to
drive frequent outages. Moreover, approximately 80% of natural gas production
is committed through long-term contracts to neighbouring nations.
· Political uncertainty, including the introduction of conscription, and
rising internal displacement continue to destabilise the labour market, hinder
economic recovery, and shift consumer behaviour. Coupled with inflationary
pressures, these factors have led to a significant rise in price sensitivity
across the population.
· The ADB estimates per capita GDP will grow by 0.4% in 2025, after
contracting by roughly 1.5% in 2024, implying a very shallow recovery in
living standards. In line with this, the World Bank projects that aggregate
output will remain around 13% below pre-pandemic levels in FY25, underscoring
the depth of the shock. Meanwhile, the World Bank's State of Education in
Myanmar report noted a significant rise in household spending on private
tutoring in 2023, as families sought to support their children's education
amid uncertain times, a trend that is expected to remain stable.
· Labour market conditions remain fragile, characterised by
under-employment and a shift to low-productivity work. According to the World
Bank, Myanmar's employment to working-age population ratio is 61%. Prolonged
conflict remains a key factor for unemployment, and the World Bank reported
that 3.6 million people (6% of the population) were internally displaced, and
22 million people (37% of the population) require humanitarian assistance as
of November 2025.
CHAIRMAN'S STATEMENT
Dear Shareholders,
The past financial year was characterised by steady progress, disciplined
execution, and continued resilience, notwithstanding the devastation brought
by the 7.7 magnitude earthquake in Central Myanmar in March 2025. While the
macroeconomic and geopolitical environment remained complex, the Group
delivered meaningful revenue growth, strengthened its gross margins, and
accelerated operational efficiency initiatives. These achievements underscore
both the quality of our diversified platform and our commitment to empowering
communities through education and essential services.
Achievements and Growth Potential
Group revenue increased 8% YOY to $32.1 million (FY24: $29.7 million), with
the Education division contributing 78% and Services 22% of total revenue.
Growth was underpinned by a strong contribution from Myanmar, whereas Vietnam
remained subdued yet maintained a stable operational footing.
Key contributors included:
· Education Myanmar: Revenue grew 19%, supported by continued
scaling of existing operations.
· Education Vietnam: Revenue declined 6%, driven by the ongoing
restructuring of Wall Street English Vietnam, partially balanced by growth at
other businesses.
· Services: Delivered 2% growth, underpinned by improved commercial
positioning and enhanced delivery of high-value services.
Group gross profit rose 11% to $18.9 million, with gross margin growing to
59%, from improved operational efficiency and the contribution from maturing
schools. Education gross margin improved to 71% from 68% the prior year,
partially offset by a lower Services gross margin at 16% down from 23% the
prior year.
These results reinforce the scalability and resilience of businesses as we
continue to build a platform for long-term, sustainable growth.
Portfolio Optimisation and Operational Efficiency
FY25 was a year of focused execution as the Group strengthened operational
resilience, optimising the portfolio, and maintaining firm financial
discipline across all businesses. Management advanced several initiatives to
enhance profitability and operational effectiveness:
· Restructuring at Wall Street English Vietnam: The closure of two
underperforming schools, streamlining of administrative and operating costs,
and tighter commercial execution created a leaner foundation for the future.
· Scalable, capital-efficient school formats: Expansion continued
through smaller, modular formats across Kids&Us and Logiscool, supporting
disciplined growth with lower upfront investment and quicker breakeven
timelines.
· Enhanced cost control: Operating expenses rose only 5% despite
inflationary pressures and currency volatility, reflecting strengthened
processes and improved efficiency across the Group.
Financial Discipline and Cash Flow Strengthening
The Group's financial performance reflected the benefits of disciplined
capital allocation and improving operational maturity:
· Net loss narrowed to $6.3 million (FY24: $11.0 million), with
stable adjusted EBITDA at a $0.3 million loss (FY24: 0.7 million loss).
· Positive operating cash flow of $3.9 million (FY24: $3.9 million)
and positive adjusted operating cash flow of $0.7 million after lease payments
(FY24: $0.6 million).
· Deferred revenue increased to $18.9 million (FY24: $14.4
million), demonstrating a stable commercial pipeline.
· Capex contained at $0.7 million (FY24: $2.5 million), reflecting
a disciplined investment approach.
Economic, Environmental, Social and Governance
Our commitment to responsible, inclusive and transparent business practices
remains central to how we operate across Emerging Asia. In FY25, we continued
to strengthen our social impact, deepen local capability development, and
uphold international governance standards that guide our long-term
sustainability.
Key indicators include:
· Over 2,700 employees across Myanmar and Vietnam, with 97% local
workforce participation.
· 67% female representation, excluding security personnel.
· Continued adherence to ICoCA standards, reinforcing our
commitment to ethical conduct and governance excellence.
Earthquake Response in Myanmar
In March 2025, a significant earthquake hit Mandalay affecting the surrounding
communities and our schools. Our teams responded swiftly to ensure both the
safety of our communities and the continuity of our services to customers.
Beyond operational resilience, we supported the wider community's recovery
efforts through two channels: (i) a donation made via EuroCham Myanmar and
(ii) targeted assistance for affected employees and their families through
internal fundraising led by the Group's top management. These contributions
amounted to a total of $76,000. This response reflects our long-standing
commitment to the well-being of our people and the communities we serve.
Words of Appreciation
I would like to express my sincere appreciation to our employees, customers,
partners, and shareholders for their unwavering support throughout the year.
Their resilience and dedication continue to drive our progress and reinforce
our long-term potential across Emerging Asia.
Sincerely,
Richard Greer
Independent Non-Executive Chairman
9 February 2026
Enrico Cesenni, Chief Executive Officer of Asia Strategic, commented:
"FY25 was a year of resilience and unity for the Group. The tragic earthquake
in central Myanmar last March affected over two million lives.
"While the impact on the Group's operations was contained, we recognise the
broader national impact and our responsibility to support affected
communities. In response, we mobilised financial and human resources to assist
employees and partnered with organisations delivering on-the-ground relief.
"Despite these challenges, the Group delivered strong results. Revenue
surpassed $32 million, up 8% YOY (FY24: $29.7 million), reflecting sustained
demand and brand loyalty in Vietnam and Myanmar. Gross profit rose to $18.9
million (FY24: $17.0 million) with margins improving to 59% (FY24: 57%),
driven by continued operational efficiencies in education businesses such as
larger class sizes from improved scheduling and the introduction of local
teachers.
"In line with our commitment to financial discipline, we made the difficult
but necessary decision to close two underperforming schools, as well as one
school and one hostel affected by the earthquake. This allows us to preserve
capital and sharpen our strategic focus.
"We remain committed to long-term value creation and believe strongly in the
potential of Emerging Asia. On behalf of the Board, I thank our shareholders
for their trust and extend heartfelt appreciation to the Asia Strategic team
for their resilience and dedication-especially in the wake of the Mandalay
earthquake.
"Together, we are navigating challenges and building enduring value for the
communities we serve"
For more information, please visit www.asia-strategic.com
(http://www.asia-strategic.com) or contact:
Asia Strategic Holdings Ltd. richard@asia-strategic.com (mailto:richard@asia-strategic.com)
Richard Greer, Independent Non-Executive Chairman enrico@asia-strategic.com (mailto:enrico@asia-strategic.com)
Enrico Cesenni (OSI), Founder and CEO
Allenby Capital Limited (Broker) +44 (0)20 3328 5656
Nick Athanas
Nick Naylor
Lauren Wright
Yellow Jersey PR (Financial PR) +44 (0) 20 3004 9512
Shivantha Thambirajah
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.
Education Division: The Group operates a diverse portfolio of education
brands, encompassing English language learning, coding, K-12 international
education, and tertiary education. As of 30 September 2025, the Education
division consisted of 35 schools, serving 10,410 students.
Service Division: The Group operates two brands: (i) EXERA, an integrated risk
and facilities management services provider in Myanmar and Vietnam, with over
1,900 security officers across 250 sites; and (ii) Ostello Bello, a boutique
hostel located in Bagan.
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/
(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 10% YOY to $25.0 million in FY25
(FY24: $22.7 million).
At 30 September 2025, deferred revenue from Education businesses, representing
cash received in advance of service delivery, was:
- Current: $14.2 million (30 September 2024: $12.1 million)
- Non-Current: $4.4 million (30 September 2024: $2.0 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 180,000 students enrolled in 29 countries. Its 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
enrolled across 600 schools. Its 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 320,000 students enrolled and graduated. 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 Primary Years Programme school and an IB Middle
Years Programme school, and is a candidate to be accredited as a Western
Association of Schools and Colleges ("WASC") school.
Auston is a private higher education provider in Myanmar offering
internationally recognised engineering and IT diplomas and degrees through
partnerships with the University of Wolverhampton
(since December 2025), the University College Birmingham (since February
2026), Liverpool John Moores University (since February 2020, now in
teach-out), and through Pearson Edexcel and BTEC (UK-recognised)
certifications obtained in April 2022 and May 2025,, respectively.
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 decreased 6% YOY to $7.7 million
in FY25 (FY24: $8.2 million).
At 30 September 2025, deferred revenue from Education businesses in Vietnam,
representing cash received in advance of service delivery, was:
- Current: $3.5 million (30 September 2024: $4.1 million)
- Non-Current: $0.7 million (30 September 2024: $0.7 million)
Wall Street English Vietnam is the largest revenue contributor for Vietnam and
the third for 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 the past two years, Logiscool Vietnam is set to
rebound in FY26 with a renewed focus on brand repositioning and strategic
expansion.
Wall Street English Vietnam
· Revenue from Wall Street English Vietnam decreased 12% YOY to $6.7
million in FY25 (FY24: $7.6 million). The decline is attributable to a reduced
number of schools and a lower average revenue per user, driven by a shift in
product mix with the lower-priced online delivery.
· Student enrolment declined 4% from 30 September 2024 to circa 3,320
students at 30 September 2025 with the closing of two schools partially offset
by an increase in online students.
· A refreshed management team with strengthened commercial,
operational, and digital capabilities has been appointed to enhance
performance discipline and accelerate the business turnaround.
· Cost reduction measures, including school rightsizing to reduce
rental expenses and staff restructuring, have been implemented aggressively to
restore profitability.
· Two underperforming legacy schools were closed during FY25, reducing
the number of operating schools to seven. At 30 September 2025, Wall Street
English Vietnam operated six schools in Ho Chi Minh City and one school in
Binh Duong.
Kids&Us Vietnam
Revenue from Kids&Us Vietnam increased 60% YOY to $0.9 million in FY25
(FY24: $0.6 million), reflecting accelerating commercial traction as the brand
continues to establish itself in the market.
· Student enrolment grew 47% from 30 September 2024 to circa 1,130
students at 30 September 2025, supported by stronger brand recognition and an
improved retention rate.
· As the portfolio matures and with a stable leadership team, the Group
refined its site and operating model, prioritising smaller, more efficient
spaces and driving improvements in procurement, classroom utilisation, and
service-team productivity. These initiatives are enhancing unit economics and
strengthening margins across the network.
· At 30 September 2025, Kids&Us Vietnam operated six schools in Ho
Chi Minh City, all of which have continued to scale and deepen their market
positioning.
Logiscool Vietnam
· Revenue from Logiscool Vietnam was $0.1 million in FY25 (FY24: $23k).
· Student enrolment doubled from 30 September 2024 to circa 160
students as of 30 September 2025. Despite the slow growth, the business holds
strong potential for recovery in FY26.
· Logiscool Vietnam opened its third school in Ho Chi Minh City in July
2025 as part of its effort to strengthen brand presence and expand
accessibility.
· As of 30 September 2025, Logiscool Vietnam operated three schools,
two in Ho Chi Minh City and one in Binh Duong.
Myanmar
Revenue from Education businesses in Myanmar increased 19% YOY to $17.3
million in FY25 (FY24: $14.4 million).
At 30 September 2025, deferred revenue from Education businesses in Myanmar,
representing cash received in advance of service delivery, was:
- Current: $10.7 million (30 September 2024: $8.0 million)
- Non-Current: $3.7 million (30 September 2024: $1.3 million)
Wall Street English Myanmar is the largest English language education provider
and revenue contributor to the Group.
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 strong revenue growth among the Group's education
businesses in Myanmar over the years. The growth is expected to continue as it
is responsible for most of the deferred revenues and sees robust demand for
international tertiary education, with a scarcity of quality local options.
Yangon American International School experienced a marginal revenue increase,
with student numbers growing organically amid difficult macro and
socio-economic conditions. Yangon American has reached circa 190 students.
Wall Street English Myanmar
· Revenue from Wall Street English Myanmar increased 6% YOY to $8.2
million in FY25 (FY24: $7.7 million).
· Student enrolment marginally grew by 1% from 30 September 2024 to circa
3,290 at 30 September 2025, despite the temporary closure of physical schools
in Mandalay following the earthquake.
· The price increases helped offset the stagnant student numbers but
raised affordability concerns. With an increased mobility of the population,
there was a growing demand for convenient online products.
· The team continued to fine-tune its offering to reduce dollar-based
costs and offer more competitive pricing:
- 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 international teachers.
· At 30 September 2025, Wall Street English Myanmar operated five
schools with four in Yangon and one in Mandalay. One of the schools in
Mandalay was closed in the aftermath of the devastating earthquake in March
2025.
Kids&Us Myanmar
· Revenue from Kids&Us Myanmar doubled YOY to $0.9 million in FY25
(FY24: $0.4 million).
· Student enrolment grew 27% from 30 September 2024 to circa 610 at 30
September 2025. The business is yet to reach its full potential, slowed by
lower than expected retention rates.
· Kids&Us Myanmar remains the premium operator in the market with
strong brand positioning. Supported by a shared and experienced leadership
team with Kids&Us Vietnam. Financial and operational performance remain on
track. The business is well-positioned for continued growth, with ample
opportunities in Yangon and Mandalay.
· Kids&Us Myanmar opened its fourth school in central Yangon in July
2025, sharing facilities with both Logiscool and Yangon American.
· As of 30 September 2025, Kids&Us Myanmar operated four schools
in Yangon.
Logiscool Myanmar
· Revenue from Logiscool Myanmar increased almost sevenfold to $1.0
million in FY25 (FY24: $0.1 million) .
· Student enrolment grew 166% from 30 September 2024 to circa 850 at 30
September 2025 and exceeded expectations in both Yangon and Mandalay.
· Similar to Kids&Us Myanmar, Logiscool Myanmar leveraged an
experienced commercial team and introduced a new product into a market with
limited competition. Its cloud-based, low-cost model supports healthy margins
and strong operating leverage, offering promising economics as it expands in
Myanmar.
· Logiscool Myanmar opened its first school in Mandalay (fourth overall)
in December 2024, fifth and sixth schools (countrywide) in Yangon in May 2025
and July 2025, respectively. The sixth school shares facilities with
Kids&Us and Yangon American.
· At 30 September 2025, Logiscool Myanmar operated five schools in
Yangon and one in Mandalay.
Yangon American International School
· Revenue from Yangon American International School increased 46% YOY
to $1.8 million in FY25 (FY24: $1.2 million). Growth was primarily supported
by net new student additions throughout the year, with about 30 additional
students in the academic year ("AY") 2024-25 and a further 20 in AY 2025-26,
along with an increase in the average tuition fee paid.
· Student enrolment grew 27% from 30 September 2024 to circa 190 at 30
September 2025. In August 2025, the school opened ninth grade, and it plans to
add a new grade annually until it reaches the twelfth grade.
· Yangon American has established itself as the leading International
Baccalaureate school in the market, with Primary Years Programme and Middle
Years Programme authorisations. It is also a candidate for the Western
Association of Schools and Colleges accreditation.
· A key highlight during FY25 was the confirmation of a new site in
central Yangon, featuring pre-existing facilities available for Yangon
American's planned Secondary Campus, set to open in early 2026 pending final
regulatory approvals. The central location near embassies, UN agencies, and
city landmarks enhances accessibility and safety, reinforces Yangon American's
premium positioning, and supports community trust. The move will also ease
pressure on the current Elementary Campus, enabling the launch of additional
classes in some grades as well as the creation of dedicated learning hubs and
specialised support rooms to enrich the learning environment.
· At 30 September 2025, Yangon American operated an Early Years Village
and a separate Elementary Campus in Yangon. The Secondary Campus is scheduled
to open in January 2026.
Auston
· Revenue from Auston increased 10% YOY to $5.4 million in FY25 (FY24:
$4.9 million). The progression of students to bachelor's degree programs drove
revenue growth, while the acquisition of new students was subdued as a result
of various external factors.
· Student enrolment grew 5% from 30 September 2024 to circa 860 at 30
September 2025. The slow growth is attributable to slow sales from the
extended closure of the Mandalay campus after the earthquake in March 2025.
Increased migration driven by conflict, the earthquake, and conscription
fears, added significant complexity and impacted the overall commercial
performance.
· The Group responded by strengthening its management team with
experienced leadership and Auston managed to navigate the disruptive and
challenging period with limited impact.
· Auston has signed an academic partnership agreements with the
University of Wolverhampton in December 2025 and University College Birmingham
in February 2026 and obtained Pearson BTEC certification in May 2025, ensuring
continuity and a path for Auston's students. Auston is exploring further
collaboration opportunities with reputable institutions across the world to
expand its product offering horizontally (across disciplines) and vertically
(post-graduate programs).
· At 30 September 2025, Auston operated campuses in Mandalay and
Yangon, with plans to expand usable space and enhance facilities in Yangon
over the next two years.
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 2%YOY to $7.1 million in FY25
(FY24: $7.0 million).
At 30 September 2025, deferred revenue from Services businesses, representing
cash received in advance of service delivery, was:
- Current: $0.3 million (30 September 2024: $0.3 million)
- Non-Current: nil (30 September 2024: 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 certifications, and ICoCA membership. In Vietnam, it is a start-up
focused on integrated facility management services.
Ostello Bello is a boutique 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 was launched in FY24 to provide integrated facility
management services and generated $61k revenue in FY25 from its first few
customers. However, the business has been slow to scale, and the Group is
exploring strategic partnerships to increase market penetration.
Myanmar
EXERA Myanmar
Revenue from EXERA Myanmar increased 1% YOY to $7.1 million in FY25 (FY24:
$7.0 million).
· Market dynamics have shifted as EXERA secures more local corporate
clients. With customers increasingly seeking cost savings, repricing has
proven more challenging than expected. Nevertheless, EXERA Myanmar has
retained key large clients and achieved growth through increased sales of risk
reporting packages.
· EXERA employed over 1,900 security officers as of 30 September 2025
(30 September 2024: circa 1,710) across circa 250 sites (30 September 2024:
circa 230 sites) in Myanmar.
Ostello Bello
· Ostello Bello, a managed business in the Services division, operates
one boutique hostel in Bagan, Myanmar, with circa 40 beds and circa 12 rooms.
No revenue was generated in relation to hostel-related services in FY25 (FY24:
$10k).
· The devastating earthquake in Mandalay forced the Group to make the
difficult decision to close the Mandalay hostel, which had previously served
as both a hub for local tourists and an internal coordination centre for our
operations in the region for ten years.
FINANCIAL REVIEW
RESULTS OF OPERATIONS
Revenue grew 8% YOY to $32.1 million in FY25 (FY24: $29.7 million). The
revenue growth was a result of robust expansion in Myanmar across the
Education businesses (FY25: 19% YOY) and Services businesses (FY25: 1% YOY).
Revenues decreased in Vietnam's Education businesses (FY25: -6% YOY) as the
drop at Wall Street English Vietnam was not fully covered by the growth at
Kids&Us Vietnam, Logiscool Vietnam, and EXERA Vietnam.
$ FY25 FY24 FY23
Education - Vietnam 7,720,079 8,229,656 8,539,813
Wall Street English 6,686,568 7,631,372 8,254,131
Kids&Us 923,229 575,519 285,682
Logiscool 110,282 22,765 −
Education - Myanmar 17,250,190 14,441,789 10,162,576
Wall Street English 8,198,732 7,744,204 6,860,636
Kids&Us 854,603 416,064 24,632
Logiscool 1,003,583 148,726 −
Yangon American 1,795,032 1,230,966 887,196
Auston 5,398,240 4,901,829 2,390,112
Education 24,970,269 22,671,445 18,702,389
Services
EXERA 60,787 3,576 -
EXERA 7,071,011 6,988,643 5,327,189
Ostello Bello - 10,351 -
Services 7,131,798 7,002,570 5,327,189
Total 32,102,067 29,674,015 24,029,578
All Education businesses, except Wall Street English Vietnam, recorded strong
revenue growth. Auston is quickly becoming a key contributor to Group revenue.
Investments in Yangon American, as well as Kids&Us and Logiscool, will
drive more meaningful growth in the years ahead.
The Services division saw modest growth as the Myanmar business strengthened
its commercial position and expanded its high-value service offerings. EXERA
Vietnam has begun to generate income in FY25 and is exploring strategic
partnerships to scale. The Group is evaluating strategic partnership
opportunities to strengthen and scale the business, particularly in Vietnam.
Group gross profit rose 11% YOY to $18.9 million in FY25 (FY24: $17.0
million), with the Education division contributing 94% (FY24: 91%) and the
Services division 6% (FY24: 9%). An improvement in the Education division
gross margin at 71% (FY24: 68%) was offset by a deterioration in the Services
division gross margin at 16% (FY24: 23%).
The Group's net loss narrowed to $6.3 million in FY25 (FY24: $11.0 million),
reflecting the absence of the one-time $4.6 million goodwill impairment at
Wall Street English Vietnam recorded in FY24. The main cause of the losses in
FY25 was a foreign exchange loss of $2.8 million, due to heightened currency
volatility in key markets, and a plant and equipment write-off of $0.5
million, due to earthquake damage. Despite this, operating expenses were
effectively controlled, increasing only 1% YOY, underscoring management's
disciplined cost management as new businesses scale and mature operations
become more efficient.
$ FY25 FY24 FY23
Revenue 32,102,067 29,674,015 24,054,547
Cost of services (13,207,615) (12,689,487) (10,184,215)
Gross profit 18,894,452 16,984,528 13,870,332
Gross profit margin 59% 57% 58%
Other income 57,951 16,495 90,018
Foreign exchange loss (2,794,062) (1,455,135) (1,134,441)
Impairment loss on intangible assets − (4,561,645) −
Plant and equipment write-off (522,237) − −
Administrative and other operating expenses (20,499,650) (20,350,864) (17,098,388)
Loss from operations (4,863,546) (9,366,621) (4,272,479)
Finance cost (1,493,155) (1,341,391) (979,791)
Loss before income tax (6,356,701) (10,708,012) (5,252,270)
Income tax credit/(expense) 79,821 (245,674) (67,414)
Loss after income tax (6,276,880) (10,953,686) (5,319,684)
Selected non-cash items:
Total depreciation of plant and equipment 1,301,998 1,207,028 826,953
Total amortisation on of right-of-use asset 2,683,325 2,786,093 2,858,275
Total amortisation on of intangible assets 102,741 100,718 80,498
Impairment on/(reversal of) trade and
other receivables 3,008 − (9,514)
Impairment loss on intangible assets − 4,561,645 −
Plant and equipment writte-off 522,237 − −
Finance costs (excluding interest
on lease liabilities) 224,802 220,416 105,748
Total interest on lease liabilities 1,268,353 1,120,975 875,405
6,106,464 9,996,875 4,737,365
Adjusted EBITDA(1) (250,237) (711,137) (514,905)
Adjusted EBITDA after impact of ROUs (*) (4,201,915) (4,618,205) (4,248,585)
(1)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").
Group adjusted EBITDA (excluding impairment losses and interest on lease
liabilities) loss amounted to $0.3 million in FY25 (FY24: $0.7 million loss).
Narrowing losses at Wall Street English Vietnam and the growth of start-up
businesses were partly offset by higher foreign exchange losses. Marketing
expenses decreased $0.4 million YOY to $3.1 million in FY25, reflecting
improved spending efficiency amid stronger sales activity. Overall, underlying
operational performance strengthened as cost control measures and improved
performance at start-up businesses took effect.
Employees increased to circa 2,780 at 30 September 2025 (30 September 2024:
circa 2,600). 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 2025, the Group's cash and cash equivalents position was $1.5
million (30 September 2024: $0.8 million). The positive change resulted from
the combination of (i) a $3.9 million inflow from operating activities, (ii) a
$0.7 million outflow from investing activities, and (iii) a $2.5 million
outflow from financing activities.
The Group generated cash inflow from operating activities of $3.9 million in
FY25 (FY24: inflow $3.9 million). Operating cash flow before working capital
changes in FY25 was $0.2 million (FY24: negative $0.5 million). If repayment
of lease liabilities of $3.2 million (FY24: $3.3 million) were considered,
adjusted cash inflow from operating activities would have been positive $0.7
million (FY24: positive $0.6 million).
The Group incurred cash outflow from investing activities of $0.7 million in
FY25 (FY24: outflow $3.3 million), of which $0.7 million (FY24: $2.5 million)
was spent on leasehold improvements for the opening of (i) one school in
Vietnam (Logiscool), (ii) four schools in Myanmar (Kids & Us / Logiscool),
and (iii) the Auston campus expansion.
Cash outflow from financing amounted to $2.5 million in FY25 (FY24: outflow
$1.4 million), of which repayment of lease liabilities totalled $3.2 million
(FY24: $3.3 million). Cash inflow from financing, before repayment of lease
liabilities, was $0.8 million in FY25 (FY24: inflow $2.0 million), which
comprised of proceeds from a shareholder's loan of $45k (FY24: $2.0 million)
and convertible notes of $0.7 million (FY24: nil). The finances were utilised
primarily to open new schools and support the operating losses for the
expansion of selected new ventures (Kids&Us, EXERA VN and Logiscool VN).
DIVIDENDS
The Board of Directors does not recommend paying dividends for FY25 as the
Group needs to conserve cash for working capital and future expansion.
LIQUIDITY MANAGEMENT AND GOING CONCERN
The Board of Directors have carried out a detailed review of the Group's cash
flow forecast for twenty -four months from 30 September 2025 and specifically
considered a going concern review period of 12 months from the date of this
report. 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) Support by franchise partners through flexible payment plans in
relation to franchise fees and didactic materials;
d) Flexible discretionary capital spending as any capital expenditures
in Myanmar would be funded through excess capital earned locally; and
e) Access to the unutilised Loan Facility as disclosed in Note 17 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. Management expects this trend to continue for the foreseeable
future.
In Vietnam, the macroeconomic outlook has continued to improve in 2025 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
at least 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 less volatile macroeconomic environment, supported by more
stable foreign exchange rates, broader economic growth, and favourable
demographic trends such as growing middle classes and young, urbanising
populations. 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, and organisations.
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.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2025
These notes form an integral part of and should be read in conjunction with
the accompanying financial statements.
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 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) the recent
earthquake in Mandalay (ii) frequent power and telecommunication outages,
(iii) trade restrictions at the border, resulting in inflationary pressure,
and (iv) security risks. The political and economic situation evolves daily
and is expected to improve after the upcoming elections.
Impact of the Myanmar earthquake and business continuity
On 28 March 2025, a 7.7 magnitude earthquake struck central Myanmar, prompting
the National Disaster Management Committee to declare a State of Emergency
across the affected regions, including Sagaing, Mandalay, Magway, Bago, and
northeastern Shan State. The earthquake caused widespread disruption to
electricity, internet connectivity, water supply and sanitization services. In
response, several countries, including China, India, the United States and
various ASEAN and European nations, have extended financial aid and
humanitarian relief.
Myanmar has now transitioned into the recovery phase. However, many families
remain displaced in temporary shelters or rental housing due to structural
damage and safety concerns. The humanitarian response remains ongoing, with
coordinated efforts from national authorities, UN agencies, and international
NGOs focused on shelter, health, food security, and infrastructure
rehabilitation. Long-term recovery planning is underway, though sustainable
housing solutions and economic revitalisation remain key challenges.
While the earthquake had a negligible impact on the Group's corporate offices
and operations in Yangon, the premises of Wall Street English, Logiscool,
Auston, and Ostello Bello in Mandalay were significantly affected and were
closed from April 2025 until November 2025. No casualties or serious injuries
were reported as a result of the damage to our schools, hostel, and offices.
Prior to the resumption of physical classes, English language programs, coding
courses, and university lectures were fully delivered online, minimising
operational disruption. For affected students without internet and/or
electricity access, the Group implemented support measures such as study
breaks and course extensions. In July, Auston resumed university lectures in a
temporary campus.
While the buildings were structurally safe, extensive repairs and
refurbishments were required. Significant judgements were made on the impact
assessment, resulting in the write-off of the carrying amounts of non-movable
items such as leasehold improvements and furniture & fittings for these
sites, totaling $522,237 (Note 10).
In November 2025, Wall Street English, Logiscool and Auston's existing sites
in Mandalay were refurbished and re-opened. On the other hand, Management
decided to discontinue operations at the managed hostel, coinciding with the
expiration of the ten-year operation and management agreement.
Despite a challenging macroeconomic environment, demand for quality education
remained resilient, underscoring the essential role our education division
play in communities with limited alternatives. Our Group's Services division
demonstrated its critical importance during the recent earthquake, providing
vital support in emergency response operations and safeguarding embassies,
client facilities, and key infrastructure. The Group continuously monitors and
applies appropriate mitigating actions to ensure the operations in Myanmar
remain flexible and adaptable to the market environment.
As part of the Group's risk management protocols, cash balances in Myanmar are
limited to the minimum required to maintain operations. While the Group
remains focused on expanding its current operations in Vietnam, the
contribution from both markets remains an important diversification strategy
to mitigate the overall geographical risk exposure of the Group.
Other than as disclosed above, 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 any
assets. The significant estimates and judgements applied are as disclosed in
Note 3 to the financial statements.
Going concern assumption
Including the one-off plant and equipment write-off of $522,237 (Note 2.1),
the Group recorded loss for the year of $6,276,880. As at reporting date, the
Group's current liabilities and total liabilities exceeded its current assets
and total assets by $20,726,995 and $20,538,691 respectively. Net current
liabilities, excluding contract liabilities (non-cash item) amounted to
$6,246,117.
The Board of Directors have carried out a detailed review of the Group's cash
flow forecast for twenty-four months from the financial year ended 30
September 2025 and specifically considered a going concern review period of 12
months from the date of this report.
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, adjustments to operating expenses, and prioritising
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 develops a detailed business expansion plan and continuously
monitors environmental changes that may impact its business operations,
particularly in Myanmar. For the past few years, the Myanmar-based businesses
have been self-sustainable;
b) The Group has access to $818,000 in unutilised loan facility as disclosed
in Note 17 to the financial statements;
c) Tuition fees and certain security services are generally collected up
to twelve months in advance of performance with reference to the terms of the
contracts. Refer to Note 4 for further details;
d) The Group's net cash generated from operating activities amounted
to $712,000 (net of repayments of principal and interest on lease liabilities)
during the current financial year;
e) In support of the Group's expansion strategy, the Group entered
into a payment plan with a key vendor, subsequent to the financial year end.
As at 30 September 2025, the outstanding balances owed to the vendor was
$2,334,000. Interest at 4% per annum accrues daily, on any outstanding
balances from 1 October 2025. The arrangement matures at 30 September 2027, at
which point the Group may settle the obligation or, subject to mutual
agreement, further extend the repayment terms; and
f) Control over the timing and size of capital expenditures as all
expansionary expenditures are discretionary in nature. Any capital
expenditures in Myanmar would be funded by excess capital available locally,
if any.
The Directors have assessed the Group's cash flows, forecasts, planned
investments, cash resources, and loan facilities, and are satisfied that
sufficient resources exist to continue operations for the foreseeable future.
No material uncertainties have been identified that may cast significant doubt
on the Group's ability to continue as a going concern. Therefore, the
financial statements have been prepared on a going concern basis.
Changes in accounting policies
New standards, amendments and interpretations effective from 1 October 2024
On 1 October 2024, 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.
IFRSs issued but not yet effective
At the date of authorisation of these financial statements, the following
IFRSs 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 21 (Amendments) : Lack of Exchangeability 1 January 2025
IFRS 7, 9 (Amendments) : Amendments to the Classification and Measurement of Financial Instruments 1 January 2026
IFRS 7, 9 (Amendments) : Contracts Referencing Nature-dependent Electricity 1 January 2026
IFRS 19 (Amendments) : Subsidiaries without Public Accountability: Disclosures 1 January 2027
IFRS 18 : Presentation and Disclosure in Financial Statements 1 January 2027
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.
IFRS 18 Presentation and Disclosure in Financial Statements
IFRS 18 replaces IFRS 1 Presentation of Financial Statements and provides
guidance on presentation and disclosure in financial statements, focusing on
the statement of profit or loss.
IFRS 18 introduces:
· New structure on statement of profit or loss with defined sub-totals;
· Disclosure related to management-defined performance measures ("MPMs"),
which are measures of financial performance based on a total or sub-total
required by accounting standards with adjustments made (e.g. 'adjusted profit
or loss'). A reconciliation of MPMs to the nearest total or sub-total
calculated in accordance with accounting standards; and
· Enhanced principles on aggregation and disaggregation of financial
information which apply to the primary financial statements and notes in
general.
IFRS 18 will take effect on 1 January 2027 and management anticipates that the
new requirements will change the current presentation and disclosure in the
financial statements. An impact assessment regarding the adoption of IFRS 18
is still underway and has not yet been completed.
IFRSs issued but not yet effective
Amendments to IAS 21: Lack of Exchangeability
IAS 21 has been amended to specify how to assess whether a currency is
exchangeable and how to determine a spot exchange rate if it is not
exchangeable. IAS 21 applies to annual reporting periods beginning on or after
1 January 2025.
The amendments require all entities to disclose information to help users
understand the impact of a non-exchangeable currency on the entity's financial
position, financial performance, and cash flows. The disclosures should
include the nature and financial effects of the exchangeability issue, the
spot exchange rate(s) used, and any estimation techniques and inputs
used. Additionally, entities must provide qualitative information about the
risks associated with the non-exchangeable currency and nature and carrying
amount of assets and liabilities exposed to these risks.
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" or "MMK"), restricting conversion
of foreign currencies and limiting offshore remittances. The convertibility
and the quantum cannot be determined with certainty as it is at the discretion
of the Foreign Exchange Supervisory Committee and the Central Bank of
Myanmar's approval, subject to quotas and priority to purchase USD given to
certain industries. The foreign exchange regulations in Myanmar remain fluid
and subject to unpredictable changes. There is a lack of exchangeability of
MMK to USD within a reasonable time frame. The Group continuously monitors
announcements by the CBM to manage its currency exposures proactively.
The Group has significant operations in Myanmar and the functional currency of
certain subsidiaries are in Myanmar Kyats. The financial statements of these
subsidiaries are consolidated in the financial statements of the Group which
are presented in United States dollars.Upon initial adoption, the Group
expects to recognise the cumulative effect as an adjustment to the opening
balance of retained earnings and foreign exchange reserve in the consolidated
financial statements at the date of initial application.
The Group is currently assessing the impact of adoption of amendments to IAS
21, which has not been finalised.
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.
When elements of control change due to facts and circumstances, a reassessment
of control is required.
Subsidiaries are consolidated from the date on which control commences until
the date on which control ceases.
All intra-group balances and transactions and any unrealised income and
expenses arising from intra-group transactions are eliminated upon
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 from an 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 acquisition of a subsidiary is recognised separately as an
intangible asset. 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. 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 the point in time when goods are
delivered or over time on a straight-line basis according to the delivery of
the performance obligations.
Services
The Group provides a broad range of security, risk management, facility
management and 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 the 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 adjust 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 to 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 the profit or loss.
2.7 Taxes
Income tax expense is comprised current tax expense and deferred tax expense.
Current income tax
Current income tax expense is the amount of income tax payable with respect to
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 a periodic 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 assets 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 can
control the timing of the 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.
Deferred tax (Continued)
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 rates and tax law that have been enacted or
substantially enacted by the end of the financial year. The measurement of
deferred tax reflects the tax consequences that would follow from the way 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, 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 considered when calculating goodwill on
acquisitions.
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 and 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 with respect to gains and losses that
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
recognised in 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 a plant and equipment item 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 6 - 10 years
Leasehold improvements 3 - 5 years
No depreciation is charged on construction-in-progress as the assets 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.
A plant and equipment item 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 a plant and equipment
item 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 ("CGUs") expected to benefit from the synergies
of the combination. CGUs 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 CGU 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 acquired in a business combination (Continued)
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 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 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 CGU) is estimated to be less than
its carrying amount, the carrying amount of the asset (or CGU) 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 (CGU) is increased to the revised estimate of its recoverable amount,
but the increased carrying amount does not exceed the carrying amount that
would have been determined had no impairment loss been recognised for the
asset (or CGU) 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 is 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 receivable. For trade receivables, which are
reported net of impairments, 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 are comprised of 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 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 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 measured at amortised cost.
Trade and other payables
Trade and other payables, excluding sales tax, 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 classification test of convertible notes as equity or as a liability is
based on the substance of the contractual arrangement. If there is no
obligation for 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 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 equity.
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 is comprised
of cash on hand, cash at bank and demand deposits which are readily
convertible to known amounts of cash, with a term of three months or less and
are subject to insignificant risk of changes in value.
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 lease
payments over the lease term, discounted using the Group's incremental
borrowing rate at the commencement date of the lease.
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.
Upon 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 certain to assess that option; and
· any penalties payable for terminating the lease, if the
term of the lease has been estimated on the basis of a 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 the
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
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 payments 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 a 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 a 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, changes 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 a lessor, the Group has elected to allocate any
amount of contractual payments to, and account separately for, any services
provided by a 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 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 Note 2.1 and 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 customers' actual
defaults 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 end on an
individual basis, to determine whether 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 determines 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 30 September
2025 are disclosed in Note 15 to the financial statements.
ii) Impairment of goodwill
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
CGUs 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 CGU
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 2025 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 assessments for non-financial assets where
there are indications of impairment. In carrying out the impairment
assessment, management has identified the CGUs 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 CGU 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 2025 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 takes into
account its own credit spread from recent borrowings and other observable
market data to adjust the market interest rate derived from comparable
economic environments, lease terms, and values.
The incremental borrowing rate applied to lease liabilities as at 30 September
2025 ranges from 8.5% to 12.5% (2024: 8.0% to 10.0%). The carrying amount of
lease liabilities as at 30 September 2025 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:
· illustrate how the nature, amount, timing and uncertainty
of revenue and cash flows are influenced by economic factors; and
· help users understand the linkage between this
information and the revenue segment disclosures provided in Note 25 to the
financial statements.
Education Services Total
2025 2024 2025 2024 2025 2024
$ $ $ $ $ $
Service fees - - 7,131,798 7,002,570 7,131,798 7,002,570
Tuition fees 24,970,269 22,671,445 - - 24,970,269 22,671,445
24,970,269 22,671,445 7,131,798 7,002,570 32,102,067 29,674,015
Transfer of services timing
Point in time 357,429 23,085 500,453 826,023 857,882 849,108
Over time 24,612,840 22,648,360 6,631,345 6,176,547 31,244,185 28,824,907
24,970,269 22,671,445 7,131,798 7,002,570 32,102,067 29,674,015
Disaggregation of revenue (Continued)
The timing of revenue recognition would affect the amount of revenue and
deferred revenue recognised as at the reporting date in the consolidated
statement of financial position.
2025 2024
$ $
Contract liabilities
Deferred revenue 18,880,567 14,424,989
Analysed as:
Current 14,480,878 12,471,197
Non-current 4,399,689 1,953,792
18,880,567 14,424,989
a) Significant changes in contract liabilities are as detailed
below:
2025 2024
$ $
At 1 October 14,424,989 12,093,331
Cash received in advance of performance and not recognised as revenue 30,357,376 26,175,167
Revenue recognised during the financial year:
On contract liabilities balances at beginning of financial year (11,643,390) (13,247,340)
On cash received in advance during financial year (13,957,360) (10,564,950)
(25,600,750) (23,812,290)
Foreign exchange difference (301,048) (31,219)
At 30 September 18,880,567 14,424,989
b) Remaining performance obligations
Current and non-current deferred revenue represents cash received in advance
of the Group's performance obligations. This amount will be recognised as
revenue in accordance with the following schedule:
(i) Tuition fees are generally collected up to twelve months in advance
(2024: same). For certain students who prepay beyond twelve months in advance,
amounts are received ahead of performance in accordance with the specific
terms of the individual contracts.
(ii) Fees for certain security services are collected six to twelve months
(2024: six to twenty-four months) of service delivery, in accordance with the
specific terms of the respective customer contracts.
The revenue amount to be recognised in the next financial years ("FY"), based
on when the remaining performance obligations under these contracts are
expected to be satisfied, is presented as follows:
Recognised in FY
2026 2027 Total
to 2028
Contracted during: $ $ $
2025
Tuition fees 14,169,312 4,399,689 18,569,001
Service fees 311,566 - 311,566
14,480,878 4,399,689 18,880,567
Recognised in FY
2025 2026 Total
to 2027
Contracted during: $ $ $
2024
Tuition fees 12,125,913 1,953,792 14,079,705
Service fees 345,284 - 345,284
12,471,197 1,953,792 14,424,989
5. Other income
2025 2024
$ $
Interest income from bank deposits 5,045 3,187
Others 52,906 13,308
57,951 16,495
6. Employee benefits expense
2025 2024
$ $
Wages and salaries 15,867,003 15,106,782
Statutory contributions and defined contribution plans 718,895 734,233
Share-based payments - share options (Note 21(d)) 105,000 203,830
Staff accommodation and welfare 535,594 362,499
Staff insurance and medical expenses 253,929 247,611
Termination benefits 61,855 20,752
Others 275,456 285,066
17,817,732 16,960,773
Total employee benefit expenses, comprised of:
Cost of services 8,534,267 7,672,756
Administrative and other operating expenses 9,283,465 9,288,017
17,817,732 16,960,773
The above includes Directors' fees and remuneration as disclosed in Note 23 to
the financial statements.
7. Finance cost
2025 2024
$ $
Interest expense:
Lease liabilities (Note 12) 1,268,353 1,120,975
Loans from a shareholder (Note 17) 224,802 216,920
Others - 3,496
1,493,155 1,341,391
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 and
intangible assets directly attributable to the 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:
2025 2024
$ $
Cost of services:
Academic expenses 2,255,030 2,138,634
Security service expenses 614,690 1,019,759
Depreciation of plant and equipment 132,632 144,303
Amortisation of intangible assets 3,128 3,147
Administrative and other operating expenses:
Marketing expenses 3,124,276 3,480,502
Professional fees 889,017 853,766
Travelling expenses 426,036 341,131
Foreign exchange loss, net 2,794,062 1,455,135
(Gain)/Loss on disposal of plant and equipment (4,155) 1,657
Depreciation of plant and equipment 1,169,366 1,062,725
Amortisation of right-of-use assets 2,683,325 2,786,093
Amortisation of intangible assets 99,613 97,571
Loss allowance on trade and other receivables 3,008 -
9. Income tax expense
2025 2024
$ $
Current income tax (credit)/expense
- Current financial year (65,610) 245,674
- Over provision in previous financial year (14,211) -
Total income tax (credit)/expense recognised in profit or loss (79,821) 245,674
The corporate income tax rate applicable to the Company and its subsidiaries
in Singapore is 17% (2024: 17%). The Group has significant operations in
Myanmar and Vietnam. The applicable corporate income tax rates are 22% (2024:
22%) for Myanmar and 20% (2024: 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:
2025 2024
$ $
Loss before income tax (6,356,701) (10,708,012)
(Tax credits)/Taxable income at the domestic rates applicable to (1,250,565) (1,988,383)
(losses)/profits in the country concerned
Tax effect of non-allowable expenses 429,971 1,462,683
Deferred tax assets not recognised 836,368 1,030,969
Utilisation of previously unrecognised deferred tax (81,384) (259,595)
Over provision of prior year income tax (14,211) -
Total income tax (credit)/expense recognised in profit or loss (79,821) 245,674
Deferred tax assets have not been recognised in respect of the following
items:
2025 2024
Singapore Myanmar Vietnam Singapore Myanmar Vietnam
$ $ $ $ $ $
Unutilised tax losses 4,431,974 4,273,637 14,063,916 4,732,273 2,949,792 11,489,969
Other temporary differences 669 - - 669 - -
4,432,643 4,273,637 14,063,916 4,732,942 2,949,792 11,489,969
Unrecognised deferred tax assets on the above temporary differences 753,549 940,200 2,812,783 804,600 648,954 2,297,994
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 three and five 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:
2025 2024
Myanmar Vietnam Myanmar Vietnam
$ $ $ $
Group
Within the next twelve months 917,866 150,708 199,169 1,520,724
After twelve months but before 24 months 1,665,875 2,301,523 946,871
150,708
After 24 months but before 36 months 1,689,896 2,758,140 1,803,752
2,301,523
After 36 months but before 48 months - 4,758,874 - 2,758,140
After 48 months - 4,094,671 - 4,758,874
4,273,637 14,063,916 2,949,792 11,489,969
The unutilised tax losses disclosed for financial year ended 30 September 2024
have been revised based on the latest approved tax assessment from the Inland
Revenue of Singapore and the General Department of Taxation of Vietnam,
respectively, as detailed below:
a) Singapore from $4,972,253 to $4,732,942; and
b) Vietnam from $10,374,784 to $11,489,969.
10. Plant and equipment
Leasehold improvements Furniture Computers Motor Construction- Total
and fittings and books vehicles in-progress
$ $ $ $ $ $
Cost
Balance as at 1 October 2024 4,312,885 1,423,845 1,353,564 63,253 56,709 7,210,256
Additions 452,860 144,936 58,003 - 54,231 710,030
Transfers 72,667 - - - (72,667) -
Disposals - (12,231) (1,870) - - (14,101)
Write-off (Note 2.1) (781,416) (100,490) (661) - - (882,567)
Foreign exchange difference (98,150) (28,795) (18,542) (1,484) (2,945) (149,916)
Balance as at 30 September 2025 3,958,846 1,427,265 1,390,494 61,769 35,328 6,873,702
Accumulated depreciation
Balance as at 1 October 2024 1,621,001 706,562 737,917 31,590 - 3,097,070
Depreciation for the year 704,729 297,487 292,655 7,127 - 1,301,998
Disposals - (7,731) (1,545) - - (9,276)
Write-off (Note 2.1) (318,394) (41,532) (404) - - (360,330)
Foreign exchange difference (38,884) (17,164) (10,024) (360) - (66,432)
Balance as at 30 September 2025 1,968,452 937,622 1,018,599 38,357 - 3,963,030
Net carrying amount
Balance as at 30 September 2025 1,990,394 489,643 371,895 23,412 35,328 2,910,672
Leasehold improvements Furniture Computers Motor Construction- Total
and fittings and books vehicles in-progress
$ $ $ $ $ $
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
During the financial years ended 30 September 2025 and 2024, certain Education
businesses incurred accounting losses, which may indicate that the plant and
equipment, intangibles assets (including 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 CGUs. 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 statement
11. Intangible assets
Goodwill Area development Set-up fee Computer software Customer- Total
and opening fees and brand license related
licensing fees assets
$ $ $ $ $ $
Cost
Balance as at 1 October 2024 6,000,635 959,877 40,000 122,398 - 7,122,910
Foreign exchange difference - (39,013) - (994) - (40,007)
Balance as at 30 September 2025 6,000,635 920,864 40,000 121,404 - 7,082,903
Accumulated amortisation and impairment
Balance as at 1 October 2024 4,561,645 318,601 22,000 115,004 - 5,017,250
Amortisation for the year - 92,487 3,000 7,254 - 102,741
Foreign exchange difference - (10,970) - (854) - (11,824)
Balance as at 30 September 2025 4,561,645 400,118 25,000 121,404 - 5,108,167
Net carrying amount
Balance as at 30 September 2025 1,438,990 520,746 15,000 - - 1,974,736
Goodwill Area development Set-up fee Computer software Customer- Total
and opening fees and brand license related
licensing fees assets
$ $ $ $ $ $
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
Amortisation is calculated using the straight-line method to allocate the amortisable amounts over their estimated useful lives on the following bases:
Area development and opening fees 10 years
Set-up fee and licensing fee 10 years
Computer software license 3 years
The carrying amounts of significant intangible assets allocated to the
respective CGU which have been grouped to the following segments:
Education Services
Myanmar Vietnam Myanmar
2025 2024 2025 2024 2025 2024
$ $ $ $ $ $
Goodwill - - - 1,438,990 1,438,990
Area development and opening fees((a)(b)(c)) 155,094 188,938 365,652 452,338 - -
((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 ten
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 three and five years (2024: four and six 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 ten years.
The remaining useful lives range between six and seven years (2024: seven and
eight 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 ten years.
The remaining useful life is eight years (2024: nine years).
Impairment testing of goodwill and non-financial assets
Goodwill acquired in a business combination relates to the Services division
in Myanmar, which is a cash-generating-unit ("CGU") and a 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.
The Group allocates non-financial assets comprising plant and equipment, other
intangible assets and rights-of-use assets to CGUs based on individual or
geographically grouped schools that generate independent cash flows inflows.
At the reporting date, the Group carried out review of its assessed CGUs
within the Education and Services business segments in Vietnam and Myanmar
based on the existing performance of the respective CGUs. Consequently, the
Group performed impairment tests for the relevant CGUs with indicators of
impairment.
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 five years. The use of
this method requires estimating future cash flows and determining a discount
rate to calculate the present value of the cash flows.
For the current financial year, the recoverable amounts resulted in no
impairment for CGUs containing goodwill or other intangible assets with finite
useful lives.
The key assumptions for these VIU calculations are the discount rates, revenue
growth rates and terminal growth rate which consider the current economic and
business environment.
Key assumptions used in the VIU calculations
Education Services
Vietnam Myanmar Myanmar
2025 2024 2025 2024 2025 2024
% % % % % %
Pre-tax discount rate 15 - 17 10 - 12 28 - 48 24 27 28
Revenue growth rate 3 - >100 7 - 90 10 - 73 10 - 20 12 - 35 7 - 9
Terminal growth rate 1 3 1 4 1 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 VIU 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 five years. For
Education, a key growth driver is the increasing student retention and
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 key assumptions
Sensitivity analysis performed in the impairment tests indicates that headroom
exists for all CGUs when changes are made in the key assumptions. However, the
recoverable amounts are highly sensitive to revenue growth assumptions for the
following CGUs:
a) The base case scenario for the education CGU in Vietnam assumes an
average revenue growth rate of 6.1%, which results in a headroom of
approximately US$8,200,000. A reduction in the revenue growth rate to 3.5%
would reduce the headroom to approximately US$139,000. Any further reduction
in the contract value growth rate would result in the recoverable amount
falling below the carrying amount of the CGU, giving rise to an impairment
charge on other intangible assets and plant and equipment of $203,000 and
$565,000 respectively; and
b) The key assumption in determining the recoverable amount of goodwill,
assigned to the Services division in Myanmar, is the revenue growth rate over
the impairment review period of five years. Based on management's base case
forecast (taking into account market inflation of 15% per annum) of revenue
growth in FY2026 of 35%, the recoverable amount exceeds the goodwill carrying
amount by $8,500,000. This revenue growth assumption would need to fall to
12%, in order for the cash generating unit's recoverable amount to be equal to
its carrying amount.
Management believes that the base case assumptions reflect its best estimate
of the economic conditions at the reporting date and are supported by
historical performance and current operating trends. 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. Unless
permitted by the landlord, the Group is restricted from assigning and
sub-leasing.
Generally, these leases have terms between one and ten 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 as well as economic penalties or costs relating to the
termination of a lease. A reassessment is performed when there is a
significant change in intention, business plan or other circumstances
unforeseen since first estimated.
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.
As at 30 September 2025, the Group has $578,000 (2024: $530,000) of aggregate
undiscounted commitments for short-term leases. The Group applies the "short
term lease" and "lease of low-value assets" recognition exemption for these
leases.
(a) Right-of-use assets
As at 30 September 2025, the net carrying amounts of ROUs and lease
liabilities arising from the leases of offices and schools from an affiliated
company (refer Note 15) of the Group amounted to $4,160,982 and $4,614,538
(2024: $4,804,212 and $4,921,525), respectively. These transactions were at
terms agreed between the respective parties.
International school Offices and schools Total
$ $ $
At 1 October 2024 861,096 10,606,234 11,467,330
Additions 3,036,201 4,965,630 8,001,831
Amortisation charge (253,489) (2,429,836) (2,683,325)
Lease modification - (414,027) (414,027)
Foreign exchange difference - (330,934) (330,934)
At 30 September 2025 3,643,808 12,397,067 16,040,875
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
(b) Lease liabilities
International school Offices and schools Total
$ $ $
At 1 October 2024 1,238,210 11,520,113 12,758,323
Additions 3,036,201 4,965,630 8,001,831
Interest expense (Note 7) 164,094 1,104,259 1,268,353
Lease modification - (433,873) (433,873)
Lease concession - (39,899) (39,899)
Lease payments in cash
- Principal portion (165,428) (1,791,244) (1,956,672)
- Interest portion (164,094) (1,104,259) (1,268,353)
Foreign exchange differences - (383,501) (383,501)
At 30 September 2025 4,108,983 13,837,226 17,946,209
International school Office and schools Total
$ $ $
At 1 October 2023 2,222,316 9,898,900 12,121,216
Additions - 3,757,989 3,757,989
Interest expense (Note 7) 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
The maturity analysis of Group lease liabilities at each reporting date are as
follows:
2025 2024
$ $
Contractual undiscounted cash flows
Not later than a year 4,249,961 2,826,044
Between one and two years 3,843,258 3,818,752
Between two and five years 7,851,123 7,543,108
More than five years 11,339,229 3,264,420
27,283,571 17,452,324
Less: Future interest expense (9,337,362) (4,694,001)
Present value of lease liabilities 17,946,209 12,758,323
Presented in consolidated statement of financial position
- Current 2,523,814 2,546,728
- Non-current 15,422,395 10,211,595
17,946,209 12,758,323
The currency profile of Group lease liabilities at each reporting date are as
follows:
2025 2024
$ $
United States Dollar 924,557 1,146,779
Myanmar Kyat 12,722,769 5,123,831
Vietnamese Dong 4,298,883 6,487,713
17,946,209 12,758,323
(c) Amount recognised in profit or loss
2025 2024
$ $
Amortisation of right-of-use assets 2,683,325 2,786,093
Interest expense on lease liabilities 1,268,353 1,120,975
Lease concession (39,899) (13,562)
Lease modification (19,846) -
Lease expense relating to short-term leases, not capitalised in lease 213,384 672,997
liabilities
Total amount recognised in profit or loss 4,105,317 4,566,503
The Group had total cash outflows for leases of $3,438,409 (2024: $4,003,154)
which includes expense relating to short-term leases of $213,384 (2024:
$672,997).
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 Principal activities Effective
(Country of incorporation and principal place of business) interest
held by Company
2025 2024
% %
Held by the Company
MS Exera Pte Ltd Provision of management and security related services and holding company 100 100
("MS Exera")((1))
(Singapore)
MS Leisure Pte Ltd Provision of management services and holding company 100 100
("MS Leisure")((1))
(Singapore)
MS English Pte. Ltd. Provision of management services and holding company 100 100
("MS English")((1))
(Singapore)
The following are all the subsidiaries of the group that have been included in
the consolidated financial statements. Their particulars are as follows:
(Continued)
Name of Company Principal activities Effective
(Country of incorporation and principal place of business) interest
held by Company
2025 2024
% %
Held by the Company (Continued)
MS Auston Pte. Ltd. Provision of management services and holding company 100 100
("MS Auston")((1))
(Singapore)
AS Coding 1 Pte. Ltd. Provision of management services and holding company 100 100
("AS Coding 1")((1))
(Singapore)
MS English 2 Pte. Ltd. Provision of management services and holding company 100 100
("MS English 2")((1))
(Singapore)
AS English 3 Pte. Ltd. Provision of management services and holding company 100 100
("AS English 3")((1))
(Singapore)
AS Coding 2 Pte. Ltd. Provision of management services and holding company 100 100
("AS Coding 2")((1))
(Singapore)
American International Partners Limited Operation of an international school in Myanmar 100 100
("AIPL")((2))
(Myanmar)
Held through MS Exera
EXERA Myanmar Limited Provision of integrated security facility and risk management services 100 100
("EXERA Myanmar")((2))
(Myanmar)
Exera Vietnam Company Limited Provision of integrated facility management services 100 100
("EXERA Vietnam")((3))
(Vietnam)
Held through MS Leisure
L Partners Limited Operation and management of Kids&Us English language schools 100 100
("L Partners")((2))
(Myanmar)
Held through MS English
E Partners Limited Operation and management of Wall Street English language schools 100 100
("E Partners")((2))
(Myanmar)
Name of Company Principal activities Effective
(Country of incorporation and principal place of business) Interest
held by Company
2025 2024
% %
Held through MS Auston
A Partners Limited Operation and management of Auston college 100 100
("A Partners")((2))
(Myanmar)
Held through AS Coding 1
C Partners Limited Operation and management of Logiscool coding schools 100 100
("C Partners")((2))
(Myanmar)
Held through MS English 2
Wall Street English Limited Liability Company Operation and management of Wall Street English language schools 100 100
("WSE Vietnam")((3))
(Vietnam)
Held through AS English 3
AS English Vietnam Company Limited Operation and management of Kids&Us English language schools 100 100
("AS Vietnam")((3))
(Vietnam)
Held through AS Coding 2
AS Coding Vietnam Company Limited Operation and management of Logiscool coding schools 100 100
("ASC Vietnam")((3))
(Vietnam)
((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.
14. 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.
15. Trade and other receivables
2025 2024
$ $
Current
Trade receivables
Third parties, gross 787,530 723,240
Less : Loss allowances
At 1 October (5,939) (5,939)
Additions (3,008) -
At 30 September (8,947) (5,939)
Third parties, net 778,583 717,301
Accrued receivables 82,795 141,312
Total trade receivables 861,378 858,613
Other receivables
Rental deposits 49,413 122,070
Prepayments for enrolment expenses 505,938 558,878
Other prepayments 977,722 1,075,791
Sales tax 7,505 85,195
Total other receivables 1,540,578 1,841,934
Total trade and other receivables (current) 2,401,956 2,700,547
Non-current
Affiliated company (Non-trade) 6,757,126 6,552,663
Less : Loss allowances (Note 26.1) (4,400,124) (4,400,124)
2,357,002 2,152,539
Rental deposits 915,280 440,225
Prepayments for enrolment expenses 37,798 49,551
Total trade and other receivables (non-current) 3,310,080 2,642,315
Total trade and other receivables 5,712,036 5,342,862
Less : Prepayments (1,521,458) (1,684,220)
Less : Sales tax (7,505) (85,195)
4,183,073 3,573,447
Add : Cash and cash equivalents 1,548,372 782,562
(Note 16)
Financial assets at amortised cost 5,731,445 4,356,009
Trade and other receivables
Trade receivables are non-interest bearing and are generally on 15 to 90
(2024: 15 to 90) day credit terms. They are measured at the original invoice
amount, which represents the fair value on initial recognition.
The non-current amount due from an affiliated company is unsecured and
interest free, and it is not expected to be repaid within the next twelve
months.
Expected credit loss allowances
i) Trade receivables - Third party
Loss allowance were made for third-party trade debtors determined to be
credit-impaired as the likelihood of recovery is remote.
ii) Non-current receivables - Affiliated company
In these financial statements, an affiliated company refers to an entity that
shares a common director with certain subsidiaries of the Group, where the
director also holds a beneficial interest.
Loss allowances of $4,400,124 (2024: $4,400,124) were made in prior years on
the non-trade amounts due from an affiliated company in respect of payments
made on its 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 affiliated company and the expected
repayment to be made from the provision of property management services at
cost plus mark-up to the Group (Note 12(a)).
The expected recovery of the amounts due from an affiliated company is longer
than twelve 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:
2025 2024
$ $
United States Dollar 1,288,787 2,530,746
Myanmar Kyat 2,472,945 572,789
Vietnamese Dong 421,341 469,331
Singapore Dollar - 581
4,183,073 3,573,447
16. Cash and cash equivalents
2025 2024
$ $
Cash at bank 1,204,805 581,423
Cash with financial institutions 4,561 405
Cash on hand 339,006 200,734
1,548,372 782,562
Cash at bank earns interest at floating rates based on daily bank deposit
rates.
Cash and cash equivalents are denominated in the following currencies:
2025 2024
$ $
United States Dollar 458,072 177,953
Singapore Dollar 50,181 22,447
Myanmar Kyat 938,633 468,564
Vietnamese Dong 101,027 113,127
Euro 459 471
1,548,372 782,562
17. Shareholder loans
The changes in shareholder loan balances (principal and interest) arising from
financing activities are listed below:
2025 2024
$ $
At 1 October 4,756,173 2,577,181
Drawdown of loan 45,000 1,962,072
Interest expense (Note 7) 224,802 216,920
Subscription of convertible notes (Note 20) (800,000) -
At 30 September 4,225,975 4,756,173
The Group has an unsecured loan facility of up to $4,500,000 with its
substantial corporate shareholder, Macan Pte. Ltd. ("MACAN") which bears
interest at 6% per annum, repayable within 20 days of notice and matures no
later than 31 December 2027.
As at reporting date, MACAN has provided a written undertaking not to demand
repayment of the above shareholder loans within twelve months from the date of
approval of the audited financial statements of the Group for the financial
year ended 30 September 2025. At the date of approval of the financial
statements, the Group has a remaining unutilised loan facility of $818,000.
18. Trade and other payables
2025 2024
$ $
Trade payables
Third parties 2,980,479 1,635,883
Accrued enrolment expenses 393,885 425,308
Total trade payables 3,374,364 2,061,191
Other payables
Third parties 1,118,225 1,510,511
Accruals - others 1,737,256 1,421,862
Accruals - wages and salaries 751,455 801,256
Refundable deposits from customers 1,146,494 2,378,945
Sales tax 30,361 29,792
Total other payables 4,783,791 6,142,366
Total trade and other payables 8,158,155 8,203,557
Less: Sales tax (30,361) (29,792)
8,127,794 8,173,765
Add: Lease liabilities (Note 12) 17,946,209 12,758,323
Add: Shareholder loans (Note 17) 4,225,975 4,756,173
Financial liabilities carried at amortised cost 30,299,978 25,688,261
Trade amounts due to third parties are unsecured, non-interest bearing and on
15 to 90 (2024: 15 to 90) day credit terms.
The non-trade amounts due to third parties and subsidiaries are unsecured,
interest-free and repayable on demand.
Trade and other payables (excluding sales tax) are denominated in the
following currencies:
2025 2024
$ $
United States Dollar 3,356,932 1,319,716
Singapore Dollar 171,920 169,658
Myanmar Kyat 2,620,343 3,831,860
Vietnamese Dong 878,603 2,282,893
Pound Sterling 570,761 223,206
Euro 529,235 346,432
8,127,794 8,173,765
19. Share capital
2025 2024 2025 2024
Shares Shares $ $
Issued and fully paid ordinary shares:
Ordinary shares
At 1 October 3,021,920 2,965,920 21,919,638 21,639,638
Shares issued during the financial year - 56,000 - 280,000
At 30 September 3,021,920 3,021,920 21,919,638 21,919,638
In the previous financial year, the Company issued 56,000 ordinary shares at
$5.00 per share in lieu of payment for accrued employee bonus of $280,000, in
respect of employment services rendered for financial year to certain key
management personnel.
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.
20. Convertible notes
2025 2024
$ $
At 1 October 5,730,000 5,730,000
Issued and paid during the financial year
- Cash 725,000 -
- Shareholder loans (Note 17) 800,000 -
At 30 September 7,255,000 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 are mandatorily convertible into shares of the Company at the earlier
of the maturity date (30 October 2024) and 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 (principal and interest) through the issuance of ordinary
shares of the Company.
On 30 October 2024, the Group and existing convertible note ("CN") holders
agreed to the following updates to the Convertible Note Programme:
(i) 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;
(ii) 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
(iii) the termination of the 10% Coupon option of the Convertible Note
Programme.
The increased Zero-Coupon Convertible Notes subscription amount was achieved
through:
(i) settlement of $500,000 owed to an existing CN holder from the maturity
of the 10% Coupon ("Conversion of 10% Coupon");
(ii) settlement of $800,000 owed to MACAN under an existing loan facility
(Note 17); and
(iii) cash payment of $725,000 (including $200,000 from MACAN).
MACAN, the Group's largest shareholder, subscribed for $3,500,000 Zero-Coupon
Convertible Notes in November 2021 and subscribed for an additional amount of
$1,000,000 of the Zero-Coupon Convertible Notes in October 2024.
The newly issued and existing convertible notes met the fixed for fixed
criteria of IFRS 32. Accordingly, the entire amount is recognised within
equity.
The convertible notes are denominated in United States Dollar.
The revised key terms of the Zero-Coupon Convertible Notes are as follows:
Coupon Zero-Coupon
Maturity 30 October 2026
Conversion price The higher of (i) Floor subscription price; and (ii) the Discounted
subscription price
Conversion discount Up to 33.1%, depending on the qualifying event
Floor conversion price $11.53 per share
Conversion date Earlier of (i) the Maturity date; and (ii) the Qualifying event
Qualifying event Share issuance in excess of $5.0 million
Use of proceeds Development of business and working capital
Limited use of Maximum of 50% of the proceeds to be used for activities in Myanmar
proceeds
Rank Pari passu to all present and future unsecured obligations
21. Other reserves
2025 2024
$ $
Share option reserve 1,606,930 1,501,930
Fair value reserve (762,754) (762,754)
Equity reserve (212,271) (212,271)
Foreign exchange reserve 429,873 122,358
At 30 September 1,061,778 649,263
(a) Equity reserve
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
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
2025 2024
$ $
At 1 October 1,501,930 1,298,100
Share option expense (Note 6) 105,000 203,830
At 30 September 1,606,930 1,501,930
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 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 is 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 (2024: 496,500)
share options.
Statutory and other information regarding ESOS 2024 and ESOS 2022 are set out
below:
(a) Consideration payable by each option holder for the grant is $1.00.
(b) Exercise price is $11.00 per ordinary share.
(c) Options can be exercised 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").
(d) Options granted will vest with effect as follows:
(i) 40 percent of the Option Shares on the first anniversary.
(ii) 40 percent of the Option Shares on the second anniversary.
(iii) 20 percent of the Option Shares on the third anniversary.
(e) Only vested Options will be exercisable.
(f) If the participants cease to be a director or employee of the Company
and its subsidiaries at any time, then only vested Options prior to the date
of termination will be exercisable.
Statutory and other information regarding ESOS 2016 are set out below:
(a) Consideration payable by each option holder for the grant is $1.00.
(b) Exercise price is $11.00 per ordinary share.
(c) Options can be exercised during the period commencing on the grant date
and terminating on the tenth anniversary of the grant date for up to 200,000
ordinary shares with no par value in the capital of the Company ("Option
Shares").
(d) Options granted will vest with effect as follows:
(i) 50 percent of the Option Shares on the second anniversary.
(ii) 30 percent of the Option Shares on the third anniversary.
(iii) 20 percent of the Option Shares on the fourth anniversary.
(e) Only vested Options will be exercisable.
(f) If the participants cease to be a director or employee of the Company
and its subsidiaries at any time, then only vested Options prior to the date
of termination will be exercisable.
These granted share options have a weighted average contractual life of 4.90
years (2024: 5.90 years) at the year end.
These fair values were calculated using the Black-Scholes pricing model using
the following assumptions:
Grant date
23 May 1 December 17 October 21 July 5 July 6 February 7 March
2017 2017 2018 2020 2022 2023 2024
Fair value at grant date ($) 4.48 7.09 5.17 5.13 3.02 3.04 2.98
Grant date share price ($) 10.00 13.00 10.00 10.25 6.50 6.00 6.00
Exercise price ($) 11.00 11.00 11.00 11.00 11.00 11.00 11.00
Expected volatility 33.91% 36.07% 38.43% 42.92% 44.87% 48.96% 47.03%
Option life 10 years 10 years 10 years 10 years 10 years 10 years 10 years
Risk-free annual interest rate 2.28% 2.36% 3.21% 0.60% 2.88% 3.63% 4.09%
Expected volatility was determined by calculating the historical volatility of
the share price over a period of ten years against 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 $105,000 (2024: $203,830) with respect
to equity-settled share-based payment transactions arising from the ESOS
during the financial year.
The following reconciles the share options outstanding at the start and end of
the financial year.
2025 2024
Number Weighted average exercise Number Weighted average exercise
price price
$ $
At 1 October 413,500 11.00 368,500 11.00
Granted - - 55,000 11.00
Forfeited - (10,000)
At 30 September 413,500 413,500
As at 30 September 2025, 377,900 (2024: 315,700) shares options are
exercisable.
22. 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:
2025 2024
Numerator
Loss for the financial year attributable to the owners of the parent ($) (6,276,880) (10,953,686)
Denominator
Weighted average number of ordinary shares for the purposes of basic and 3,021,920 2,997,679
diluted loss per share
Loss per share ($)
Basic and diluted (2.08) (3.65)
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 in the loss per share.
23. 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:
2025 2024
$ $
Corporate shareholder:
Interest on shareholder loans (Note 7) 224,802 216,920
Shareholder loans drawn (Note 17) 45,000 1,962,072
Subscription of convertible notes (Note 20) 1,000,000 -
Outstanding balances as at reporting date with related parties are disclosed
in Notes 17 to the financial statements.
Key management personnel remuneration
Key management personnel are those individuals who have 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:
2025 2024
$ $
Wages and salaries 928,997 882,996
Other employment benefits 202,660 173,980
Share-based compensation - share options 105,000 197,467
Director fees 58,000 58,000
Total 1,294,657 1,312,443
24. Commitment
At each reporting date, commitments with respect to capital expenditures, are
as follows:
2025 2024
$ $
Capital expenditures contracted but not provided for
- Plant and equipment 571,809 51,413
25. Segment information
Management has identified the Group's operating segments by business units,
based on the internal reports reviewed by the chief operating decision maker
(Note 2.15). The Group is structured into business units according to the
nature of its services and has three reportable operating segments, as
outlined below:
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;
b) Services - Provision of integrated security &
facility services, consultancy, advisory and project management services in
the security and hospitality sectors. 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.
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.
The "Corporate" operating segment includes the Group's minor corporate
services 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 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.
Key management personnel assess the performance of the operating segments
based on, among others, 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 exclude the effects of expenditure from the operating
segments such as impairments and the 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 as this activity is managed centrally.
Business segments
Education Services Corporate Total
$ $ $ $
2025
Revenue 24,970,269 7,131,798 - 32,102,067
Cost of services (7,226,223) (5,981,392) - (13,207,615)
Gross profit 17,744,046 1,150,406 - 18,894,452
Other income 15,872 5,121 36,958 57,951
Foreign exchange loss (2,572,198) (201,134) (20,730) (2,794,062)
Plant and equipment write-off (521,717) (520) - (522,237)
Administrative and other operating expenses (16,400,208) (1,798,691) (2,300,751) (20,499,650)
Loss from operations (1,734,205) (844,818) (2,284,523) (4,863,546)
Finance cost (1,252,040) (16,313) (224,802) (1,493,155)
Segment loss before tax (2,986,245) (861,131) (2,509,325) (6,356,701)
Income tax expense 65,610 14,211 - 79,821
Loss after income tax (2,920,635) (846,920) (2,509,325) (6,276,880)
Other non-cash items:
Total depreciation of plant and equipment 1,214,704 87,020 274 1,301,998
Plant and equipment write-off 521,717 520 - 522,237
Total amortisation of right-of-use asset 2,599,803 83,522 - 2,683,325
Total amortisation of intangible assets 102,741 - - 102,741
Impairment loss on trade receivables - 3,008 - 3,008
Finance costs (excluding interest on lease liabilities) - - 224,802 224,802
Total interest on lease liabilities 1,252,040 16,313 - 1,268,353
5,691,005 190,383 225,076 6,106,464
Adjusted EBITDA 2,704,760 (670,748) (2,284,249) (250,237)
Adjusted EBITDA after impact of ROUs (1,147,083) (770,583) (2,284,249) (4,201,915)
Reportable segment assets
Total Group's assets 24,402,398 4,155,558 114,259 28,672,215
Included in the segment assets:
Additions:
- Plant and equipment 678,087 30,848 1,095 710,030
- Right-of-use assets 8,001,831 - - 8,001,831
Reportable segment liabilities representing total Group's liabilities (43,186,234) (1,274,037) (4,750,635) (49,210,906)
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 Goodwill (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)
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)
Geographical segments
The Group operates in three main geographical areas:
Revenue Non-current assets
2025 2024 2025 2024
$ $ $ $
Singapore 31,034 16,516 15,821 18,000
Vietnam 7,780,866 8,233,232 4,781,647 7,565,291
Myanmar 24,290,167 21,424,267 16,128,815 10,102,885
32,102,067 29,674,015 20,926,283 17,686,176
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.
26. 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 is responsible for setting the objectives and
underlying principles of financial risk management for the Group. The Group's
management then establishes 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 way 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.
26.1 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 evaluations of its counterparties' financial
conditions. The Group generally does not require collateral.
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 an affiliated company amounting $2,357,002 (2024: $2,152,539),
representing 41% (2024: 40%) of the total trade and other receivables.
As the Group does not hold any collateral, the maximum exposure to credit risk
from 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 a 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 2025.
2025 2024
$ $
Current 771,262 696,685
Past due 1 to 30 days 46,666 90,779
Past due 31 to 60 days 36,073 11,798
Past due over 60 days 7,377 59,351
861,378 858,613
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 an
affiliated company and third parties
Movement in the loss allowance for trade and other receivables are as follows:
2025 2024
$ $
At 1 October 4,406,063 4,406,063
Loss allowance for the year (Note 15) 3,008 -
At 30 September 4,409,071 4,406,063
For amount due from an affiliated company (Note 15), the Board of Directors
has considered information that it has available internally about the
affiliated company's past, current and expected operating performance and cash
flow position. The Board of Directors monitors and assesses at each reporting
date any indicator of significant increase in credit risk on the amount due
from an affiliated company by considering their performance and any defaults
on external debts.
The loss allowance was measured at an amount equal to the 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 an affiliated company is required.
Other receivables due from third parties
For other receivables, the Board of Directors adopts a policy of dealing with
high credit quality counterparties. The Board of Directors monitors and
assesses at each reporting date any indicators of significant increase in
credit risk on these other receivables. Other than those impaired as detailed
in Note 15 to the financial statements, other receivables are measured at
twelve-month expected credit loss and subject to immaterial credit loss.
Cash and cash equivalents
Cash at bank 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 Board of Directors monitors the credit ratings of counterparties
regularly. Impairment on cash and cash equivalents and fixed deposits have
been measured on the twelve-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:
2025 2024
$ $
Singapore 84,157 30,745
Vietnam 111,318 229,993
Myanmar 1,352,897 521,824
1,548,372 782,562
26.2 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) or interest rates (interest rate
risk).
Foreign currency risks
Foreign exchange risk arises when individual entities within the Group enter
into transactions denominated in a currency other than their functional
currency.
The currencies that give rise to this risk of the Group is primarily the
Myanmar Kyat ("MMK") and Vietnamese Dong ("VND").
There is exposure to the MMK as some Myanmar subsidiaries have USD as their
functional currency.
The Group has 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
$ $ $ $ $
2025
Financial assets 1,746,859 3,411,578 522,368 50,640 5,731,445
Financial liabilities (8,507,464) (15,343,112) (5,177,486) (1,271,916) (30,299,978)
Net financial position (6,760,605) (11,931,534) (4,655,118) (1,221,276) (24,568,533)
Add: Net financial liabilities/(assets) denominated in the respective 10,092,795 10,758,035 4,655,118 (2,376) 25,503,572
entities' functional currencies
Net financial position, adjusted for financial assets/(liabilities) 3,332,190 (1,173,499) - (1,223,652) 935,039
denominated in the respective entities' functional currencies
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 4,641,336 8,892,637 8,186,171 - 21,720,144
entities' functional currencies
Net financial position, adjusted for financial assets/(liabilities) 127,367 978,299 (1,977) (715,797) 387,892
denominated in the respective entities' functional currencies
Foreign currency sensitivity analysis
The following table details the Group's sensitivity to a 25% (2023: 30%) change in the Myanmar Kyat against the United States Dollar. The sensitivity analysis assumes an instantaneous change in the foreign currency exchange rates at the reporting date, with all other variables held constant.
Gain/(Loss)
before tax
2025 2024
$ $
Myanmar Kyat
Strengthen against United States Dollar (293,000) 285,000
Weaken against United States Dollar 293,000 (285,000)
Interest rate risk
The Group is not exposed to any significant interest rate risk as at the
reporting date as it does not have significant variable interest-bearing
financial assets and liabilities. The Group is 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.
26.3 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 a risk
that the Group will encounter difficulty in meeting its financial obligations
as they mature.
The following table details the Group's contractual maturity schedule 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 Between Between Over Total
than 1 1 and 2 2 and 5 5 years
year years years
$ $ $ $ $
2025
Trade and other payables (excluding sales tax) 8,127,794 - - - 8,127,794
Loans from a shareholder - 4,723,055 - - 4,723,055
Lease liabilities 4,249,961 3,843,258 7,851,123 11,339,229 27,283,571
12,377,755 8,566,313 7,851,123 11,339,229 40,134,420
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
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 tax), 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 the interest rates approximate the 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.
27. Capital risk management policies and objectives
The Group manages its capital to continue as a going concern and maintains an
optimal capital structure to maximise shareholder value. The Group sets the
amount of capital it requires in proportion to risk. The Group manages its
capital structure and adjusts it in light of changes to economic conditions
and the risk characteristics of the underlying assets. To maintain or adjust
the capital structure, the Group may issue new shares, convertible notes or
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 2024.
The Group is not subject to externally imposed capital requirements for the
financial years ended
30 September 2025 and 30 September 2024.
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