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REG - Aseana Prop Ltd - Half-year Results

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RNS Number : 4634B  Aseana Properties Limited  30 September 2025

 
30 September 2025

 

Aseana Properties Limited

("Aseana", the "Company" or, the "Group")

 

Half-Year Results for the Six Months Ended 30 June 2025

 

Aseana Properties Limited (LSE: ASPL), a property developer with investments
in Malaysia listed on the Main Market of the London Stock Exchange, announces
its unaudited half-year results for the six-month period ended 30 June 2025.

 

Operational and Strategic highlights:

 

·    The RuMa Hotel has achieved c.72% occupancy in the first six months
of 2025 ("H1 2025"), +7% up on prior year whilst average daily room rate is
in-line with the prior year. Reported Revenue Per Available Room ("RevPar")
for the first half of 2025 is +10% up on prior year.

·    The Harbour Mall Sandakan occupancy in H1 2025 was in-line with the
prior year at 93%. Total mall revenue is +2% up on the prior year.

·    On 24 February 2025, a shareholder resolution was passed at the
Company's General Meeting, approving the issuance of 68,190,000 new Ordinary
shares at US$0.08 per share to a strategic investor Neuchatel Investment
Holdings Limited ("Neuchatel"), which raised gross proceeds of US$5.4 million
for the Group and RM24 million (c.US$5.4 million) was used to partially repay
the defaulted Sandakan loan in March 2025.

·    On 17 March 2025, the Company disposed of 13,334,000 Ordinary shares
held in treasury at US$0.08 per share to Mr. Ong Vincent, a new investor,
raising gross proceeds of US$1.1m for the Group with the funds being utilised
as further working capital and to repay certain bank facilities.

·    On 24 June 2025, the Group announced that it had secured a facility
of up to RM45.2 million from AmBank (M) Berhad, which will be utilised to
settle the remaining outstanding sum of the defaulted Sandakan loan in full
and to partially fund the re-opening of the Sandakan Hotel as well as for
general working capital purposes. The outstanding sum of the Sandakan loan has
been settled in full as announced on 4 July 2025 and the Receivers &
Managers have been formally discharged as announced on 7 August 2025.

·    During H1 2025, the Group completed the sale and purchase agreements
for thirty (30) units of The RuMa Residences, generating a gross consideration
of RM46.6 million (approximately US$10.7 million). In addition, sale and
purchase agreements for the sale of eighteen (18) more units at The RuMa
Residences are expected to complete by the end of December 2025, with a gross
consideration of RM24.7 million (approximately US$5.9 million) which would be
used towards redeeming the Potensi Angkasa Commercial Paper and/or Medium Term
Note ("PASB MTN").

 

Financial highlights:

 

·        Other income of US$8.2 million (H1 2024: US$7.0 million).

·        Operating profit of US$3.4 million reported (H1 2024: US$2.8
million loss) which includes a foreign exchange gain of US$7.5 million due to
the appreciation of the Malaysian Ringgit, in which all of the Group's assets
were denominated in. Should the unrealized foreign exchange gain be excluded,
the Group reported operating loss of US$4.1 million.

·        Profit after tax of US$2.5 million (H1 2024: US$4.6 million
loss), however, excluding the foreign exchange gain as mentioned above, the
loss after tax would be US$4.9 million.

·        Total comprehensive loss of US$2.5 million (H1 2024: US$2.7
million loss).

·        Net asset value of US$45.7 million (31 December 2024
(audited): US$41.7 million) or US$0.21 per share (31 December 2024 (audited):
US$0.24 per share).

 

Commenting on the results, Lim Tian Huat, Chairman of Aseana, said:

 

"The first half results of 2025 reflect the early outcome of the Group's
implementation of its business priorities of preserving its limited cash
balances, safeguarding ownership of the remaining assets to prevent
destruction of value from distressed force sale activities and critically
raising funds and bank refinancing to elevate the Group from its financial
distress position. US$6.5 million of new funds have been raised to partially
settle outstanding loans and therefore reducing financing costs incurred. The
Group also expedited completion of the past sale and purchase agreements of
the RuMa Residences units, further lowering its debts which were paying
exorbitant interest rates. One of the Group's bank refinancing exercises was
secured before the close of the half year period, with draw down on 4 July
2025. This new facility is more favourable in financing terms than the
previous facility, including at a significantly lower interest rate (below 6%
per annum vs. previous loans >10% per annum) and with up to 10 years of
repayment period from the date of first drawdown (inclusive of 12 months grace
period). However, the Group has other PASB MTN tranches that will be due in
the coming months between October to December 2025 which the Management is
addressing the repayment profiles that are very short term in nature and needs
to be refinanced. The Management is also very focused on restarting the
operations on its Sandakan Hotel asset, which has presented itself with costs
overruns, details of which are further outlined in the section below. All in
all, the Group continues to work towards improving operational performance of
its assets and remains focused on restructuring the Group's debt profile, and
there are still significant amounts of work to be done ahead."

 

For further information:

 

 Aseana Properties Limited                  Tel: +60 (12) 2255 305
 Lim Tian Huat (Chairman)                   Email: thlim@aseanaplc.com

 Allenby Capital Limited                    Tel: +44 (0) 20 3328 5656
 Nick Naylor / Nick Athanas / Ashur Joseph

 

 

 

CHAIRMAN'S STATEMENT

 

Introduction

 

The Directors hereby submit their report on the results of Aseana Properties
Limited and its Group of companies for the six months ended 30 June 2025.

 

Interim Results for the Half Year ended 30 June 2025

 

For the six months ended 30 June 2025, the Group recorded an unaudited
operating revenue of US$9.6 million (H1 2024: US$7.0 million), driven by
higher revenue from The RuMa Hotel and Residences, including completion of the
sale of thirty (30) The RuMa Residence units. Operating performance turned
profitable with an operating profit of US$3.4 million generated (H1 2024:
US$2.8 million losses), driven by the reported foreign exchange gain of US$7.5
million due to strong appreciation of Malaysian Ringgit against reporting
currency of US Dollars. Operating performance excluding the foreign exchange
differences is down on the prior year driven largely by the higher costs
accrued in relation to the upcoming re-opening of the Sandakan Hotel as well
as provision for certain costs that management consider highly likely to be
incurred, but partially off-set by the completion of The RuMa Residence units
sale & purchase agreements, improved operating performances of The RuMa
Hotel and Harbour Mall in Sandakan. Net financing costs have decreased to
US$0.9 million (H1 2024: US$1.8 million) due to partial settlement of the
Sandakan loan amounted to c.US$5.5 million. Net profit for the period reported
at US$2.5 million (H1 2024: US$4.6 million losses).

 

The Group's unaudited net asset value as at 30 June 2025 stood at US$45.7
million (31 December 2024 (audited): US$41.7 million) due to new equity raised
and profit earned during the first half period of 2025. This translates to 21
US cents per voting share (31 December 2024 (audited): 24 US cents).

 

Our Business Focus and Recent Property Divestments

 

The business focus for the Group is still preserving cash balances,
safeguarding ownership of the remaining assets to prevent destruction of value
from distressed force sale activities and critically raising funds and bank
refinancing to elevate the Group from its current financial distress position.
Asset divestment remains a strategic option to the Board, but in a measured
manner so as not to compromise shareholder value.

 

In January 2025, the Company entered into a conditional subscription agreement
(the "Subscription Agreement") with Neuchatel Investment Holdings Limited
("Neuchatel") for the subscription of new ordinary shares of US$0.05 each in
the Company (the "Subscription Shares"). Under the Subscription Agreement,
Neuchatel subscribed for such number of Subscription Shares in the Company
constituting up to 29.9% of the Company's enlarged issued share capital at a
subscription price of US$0.08 per Subscription Share (the "Issue Price"
together the "Subscription"). The circular in relation to the Subscription was
published in the latter stages of January 2025 and a general meeting was held
in late February 2025, during which shareholders approved the issue and
allotment of 68,190,000 ordinary shares to Neuchatel.

 

 

 

 

The gross proceeds of US$5.4 million were predominantly allocated to partially
settling the outstanding Medium Term Notes issued by the Company's indirect
subsidiary, Silver Sparrow Bhd (collectively the "SSB MTN" or "Sandakan
loan"), on 4 March 2025. As at the reporting date, approximately RM24.0
million (c.US$5.4 million) had been applied towards the SSB MTN, reducing the
SSB MTN principal balance as at 30 June 2025 to approximately RM38.0 million
(c.US$9.1 million).

 

In March 2025, the Company entered into an agreement to raise approximately
US$1.1 million (before expenses) by way of a private placement of 13,334,000
existing ordinary shares of US$0.05 each in the capital of the Company
currently held in treasury by the Company (the "Treasury Shares") at a price
of US$0.08 per share (the "Treasury Share Placement"). The Treasury Shares
represented 5.5 per cent of the enlarged issued share capital of the Company
after the Subscription and following completion of the Treasury Share
Placement, the Company no longer holds any shares in treasury.

 

The gross proceeds of US$1.1 million were primarily allocated towards the debt
refinancing exercise and to also fund the associated transaction fees.

 

In February, March, April and June, 19 tranches of the PASB MTN with principal
amount of RM37.1 million (c.US$8.8 million), secured by charges over The RuMa
Hotel and Residences which have their maturity dates falling due in February,
March, April and June 2025 respectively, have successfully secured an 180-day
maturity dates extension from the noteholders and trustee. However, these PASB
MTN will due in the coming months between October to December 2025 which the
Management is addressing the repayment profiles that are very short term in
nature and needs to be refinanced.

 

The Group has sold a total of eighteen units of the unsold RuMa Residences for
total gross proceeds of RM24.7 million (approximately US$5.9 million), with
the sale of the units expected to complete by the end of December 2025, with
the funds being put towards redeeming the PASB MTN.

 

The Group continues to work on improving the performances of its operating
assets and seeks to re-open the Sandakan Hotel by the end of 2025 or early
2026. Nevertheless, costs of re-opening the Sandakan Hotel (includes rectify
defects, undertake major servicing of mechanical, electrical, and plant
equipment, replace obsolete interior design elements and equipment, carry out
necessary renovations to refresh the property, and replace furniture,
fixtures, operating equipment, and supplies) are significantly higher (at
c.US$5 million) than initially anticipated (c.US$1.5 million) due to the lapse
of approximately five years since the hotel was shut down in mid-2020, which
has taken a toll on the condition of the hotel compared to original
expectations.

 

At the Annual General Meeting on 30 May 2025, Lim Tian Huat, Dato Dr Kok
Cheong Thong and Leong Kheng Cheong who had retired by rotation were
re-elected as Directors.

 

 

 

 

 

 

 

 

 

Acknowledgements

 

I would like to take this opportunity to thank my colleagues on the Board and
throughout our Group and our external advisers, bankers and service providers
for their tireless efforts on behalf of the Group and its Shareholders.

 

 

Thank you.

 

 

 

LIM TIAN HUAT

Chairman

 

30 September 2025

 

 

PROPERTY PORTFOLIO AS AT 30 JUNE 2025

 

 

 Project                        Type                                                              Effective Ownership *  Approximate Gross  Approximate Land Area

                                                                                                                          Floor Area        (sq m)

                                                                                                                         (sq m)
 Completed projects
 The RuMa Hotel and Residences  Luxury residential tower and bespoke hotel                        100.0%                 40,000             4,000

 Kuala Lumpur, Malaysia
 Sandakan Harbour Square        Retail lots, hotel and retail mall                                100.0%                 126,000            48,000

 Sandakan, Sabah, Malaysia
 Undeveloped projects
 Kota Kinabalu Land Parcel      Land parcel approved for future development and services reserve  80.0%                  N/A                172,900

 

* Shareholding as at 30 June 2025

N/A: Not available/ Not applicable

 

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED 30 JUNE 2025

 

                                           Unaudited         Unaudited         Audited
                                    Notes  Six months ended  Six months ended  Year

ended
                                           30 June           30 June

                                                                               31 December
                                           2025              2024              2024
 Continuing activities                     US$'000           US$'000            US$'000
 Revenue                            3      10,704            -                 2,875
 Cost of sales                      5      (9,297)           -                 (4,116)
 Gross profit/(loss)                       1,407             -                 (1,241)
 Other income                              8,233             7,031             15,602
 Administrative expenses                   (527)             (559)             (2,139)
 Other operating expenses                  (13,146)          (5,846)           (17,206)
 Foreign exchange gain/(loss)       6      7,452             (3,449)           3,099
 Operating profit/(loss)                   3,419             (2,823)           (1,885)
 Finance income                            13                48                111
 Finance costs                             (900)             (1,876)           (3,727)
 Net finance costs                         (887)             (1,828)           (3,616)
 Net profit/(loss) before taxation         2,532             (4,651)           (5,501)
 Taxation                           7      -                 65                (4,479)
 Profit/(Loss) for the period/year         2,532             (4,586)           (9,980)

Other comprehensive income/(loss), net of tax

Items that are or may be reclassified subsequently to profit or loss

 Foreign currency translation differences      (5,071)

for foreign operations

                                                        1,926     (1,960)
 Total other comprehensive                     (5,071)

(loss)/income for the period/year

                                                        1,926     (1,960)
 Total comprehensive income/(loss)             (2,539)

for the period/year

                                                        (2,660)   (11,940)

 

 Profit/(Loss) attributable to:
 Equity holders of the parent company      2,538    (4,507)  (9,900)
 Non-controlling interests                 (6)      (79)     (80)
 Total                                     2,532    (4,586)  (9,980)

 Total comprehensive profit/(loss)

attributable to:
 Equity holders of the parent company      (2,541)  (2,748)  (12,033)
 Non-controlling interests                 2        88       93
 Total                                     (2,539)  (2,660)  (11,940)

 

 Profit/(Loss) per share          1.18  (2.82)  (5.74)

 Basic and diluted (US cents)

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2025

 

                                                 Unaudited  Unaudited  Audited
                                          Notes  As at      As at      As at

                                                 30 June    30 June    31 December
                                                 2025       2024       2024
                                                 US$'000    US$'000    US$'000
 Non-current assets
 Property, plant and equipment                   -          189        -
 Intangible assets                               -          578        -
 Deferred tax assets                             -          4,394      -
 Total non-current assets                        -          5,161      -

 Current assets
 Property, plant and equipment                   651        -          283
 Intangible assets                               28         -          28
 Inventories                                     117,317    115,110    119,065
 Trade and other receivables                     1,416      1,601      2,416
 Prepayments                                     379        320        267
 Current tax assets                              313        280        295
 Cash and cash equivalents                       5,268      4,774      7,462
 Total current assets                            125,372    122,085    129,816

 TOTAL ASSETS                                    125,372    127,246    129,816

 Equity
 Share capital                                   12,069     8,659      8,659
 Share premium                                   209,244    207,527    206,132
 Capital redemption reserve                      3,841      (8,614)    3,841
 Translation reserve                             (33,737)   (24,765)   (28,657)
 Accumulated losses                              (145,790)  (136,020)  (148,328)
 Shareholders' equity                            45,627     46,787     41,647
 Non-controlling interests                       43         35         40
 Total equity                                    45,670     46,822     41,687

 Current liabilities
 Trade and other payables                        58,037     49,378     58,908
 Amount due to non-controlling interests         1,177      1,051      1,108
 Loans and borrowings                     10     2,610      1,377      2,602
 Medium term notes                        11     17,878     28,618     25,511
 Total current liabilities                       79,702     80,424     88,129

 Total liabilities                               79,702     80,424     88,129

 TOTAL EQUITY AND LIABILITIES                    125,372    127,246    129,816

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED 30 JUNE 2025 - UNAUDITED

 

                                          Redeemable Ordinary Shares  Management Shares  Share Premium  Capital Redemption Reserve  Translation Reserve  Accumulated Losses  Total Equity Attributable to Equity Holders of the Parent  Non- Controlling Interests  Total Equity

                                          US$'000                     US$'000            US$'000        US$'000                     US$'000              US$'000             US$'000                                                    US$'000                     US$'000
 As at 1 January 2025                     8,659                       -#                 206,132        3,841                       (28,657)             (148,328)           41,647                                                     40                          41,687
 Profit/(Loss) for the period             -                           -                  -              -                           -                    2,538               2,538                                                      (6)                         2,532
 Total other comprehensive (loss)/income  -                           -                  -              -                           (5,080)              -                   (5,080)                                                    9                           (5.071)
 Total comprehensive (loss)/income        -                           -                  -              -                           (5,080)              2,538               (2,542)                                                    3                           (2,539)
 Increase of share capital                3,410                       -                  2,045          -                           -                    -                   5,455                                                      -                           5,455
 Disposal of treasury shares              -                           -                  1,067          -                           -                    -                   1,067                                                      -                           1,067
 Shareholders' equity at 30 June 2025     12,069                      -                  209,244        3,841                       (33,737)             (145,790)           45,627                                                     43                          45,670

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONT'D)

FOR THE SIX MONTHS ENDED 30 JUNE 2024 - UNAUDITED

 

                                              Redeemable Ordinary Shares  Management Shares  Share Premium  Capital Redemption Reserve  Translation Reserve  Accumulated Losses  Total Equity Attributable to Equity Holders of the Parent  Non- Controlling Interests  Total Equity

                                              US$'000                     US$'000            US$'000        US$'000                     US$'000              US$'000             US$'000                                                    US$'000                     US$'000
 As at 1 January 2024                         10,601                      -#                 208,925        1,899                       (26,524)             (131,513)           63,388                                                     (6,936)                     56,452
 Loss for the period                          -                           -                  -              -                           -                    (4,507)             (4,507)                                                    (79)                        (4,586)
 Total other comprehensive income             -                           -                  -              -                           1,759                -                   1,759                                                      167                         1,926
 Total comprehensive income/(loss)            -                           -                  -              -                           1,759                (4,507)             (2,748)                                                    88                          (2,660)
 Settlement and share cancellation (Note 13)  (1,942)                     -                  (1,398)        (10,513)                    -                    -                   (13,853)                                                   6,883                       (6,970)
 Shareholders' equity at 30 June 2024         8,659                       -#                 207,527        (8,614)                     (24,765)             (136,020)           46,787                                                     35                          46,822

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONT'D)

For the year ended 31 December 2024 - audited

 

 Consolidated                                          Redeemable Ordinary Shares  Management Shares  Share Premium  Capital Redemption Reserve  Translation Reserve  Accumulated Losses  Total Equity Attributable to Equity Holders of the Parent  Non- Controlling Interests  Total Equity

                                                       US$'000                     US$'000            US$'000        US$'000                     US$'000              US$'000             US$'000                                                    US$'000                     US$'000
 Balance at 1 January 2023                             10,601                      -#                 208,925        1,899                       (25,436)             (122,781)           73,208                                                     (5,404)                     67,804
 Loss for the year                                     -                           -                  -              -                           -                    (8,732)             (8,732)                                                    (1,741)                     (10,473)
 Total other comprehensive (loss)/income for the year  -                           -                  -              -                           (964)                -                   (964)                                                      209                         (755)
 Total comprehensive loss for the year                 -                           -                  -              -                           (964)                (8,732)             (9,696)                                                    (1,532)                     (11,228)
 Disposal of subsidiaries                              -                           -                  -              -                           (124)                -                   (124)                                                      -                           (124)
 As at 31 December 2023/ 1 January 2024                10,601                      -#                 208,925        1,899                       (26,524)             (131,513)           63,388                                                     (6,936)                     56,452

 Loss for the year                                     -                           -                  -              -                           -                    (9,900)             (9,900)                                                    (80)                        (9,980)
 Total other comprehensive (loss)/income for the year  -                           -                  -              -                           (2,133)              -                   (2,133)                                                    173                         (1,960)
 Total comprehensive (loss)/income for the year        -                           -                  -              -                           (2,133)              (9,900)             (12,033)                                                   93                          (11,940)
 Settlement with ICB and share cancellation            (1,942)                     -                  (2,793)        1,942                       -                    (6,915)             (9,708)                                                    6,883                       (2,825)
 Shareholders' equity at 31 December 2024              8,659                       -#                 206,132        3,841                       (28,657)             (148,328)           41,647                                                     40                          41,687

 

# Represents 2 management shares at US$0.05 each

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED 30 JUNE 2025

 

                                                                       Unaudited   Unaudited   Audited
                                                                       Six months  Six months  Year
                                                                       ended       ended       ended

                                                                       30 June     30 June     31 December
                                                                       2025        2024        2024
                                                                       US$'000     US$'000     US$'000
 Cash Flows from Operating Activities
 Profit/(Loss) before taxation                                         2,532       (4,651)     (5,501)
 Impairment of amount due from a related party                         -           -           4,145
 Impairment of goodwill                                                -           -           550
 Finance income                                                        (13)        (48)        (111)
 Finance costs                                                         900         1,876       3,727
 Unrealised foreign exchange (gain)/loss                               (7,436)     3,022       (3,095)
 Capital reduction of NCI                                              6           -           -
 Depreciation of property, plant and equipment and right-of-use asset  90

                                                                                   26           58
 Operating (loss)/profit before changes in working capital             (3,921)

                                                                                   225         (227)
 Changes in working capital:
 Decrease/(increase) in inventories                                    9,034       8           (3,758)
 Decrease/(increase) in trade and other receivables and prepayments    1,033

                                                                                   (498)       (561)
 (Decrease)/increase in trade and other payables                       (2,043)     (2,672)     13,187
 Cash generated from/(used in) operations                              4,103       (2,937)     8,641
 Interest paid                                                         (900)       (3)         (3,541)
 Tax refunded                                                          -           (1,726)     (4)

 Net cash generated from/(used in) operating activities                3,203       (4,666)     5,096

 Cash Flows from Investing Activities
 Purchase of property, plant and                                       (364)                   (143)

equipment

                                                                                   (23)
 Finance income received                                               -           48          111

 Net cash (used in)/from investing activities                          (364)       25          (32)

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONT'D)

FOR THE SIX MONTHS ENDED 30 JUNE 2025

 

                                                                  Unaudited   Unaudited   Audited
                                                                  Six months  Six months  Year
                                                                  ended       ended       ended

                                                                  June        30 June     31 December
                                                                  2025        2024        2024
                                                                  US$'000     US$'000     US$'000
 Cash Flows from Financing Activities
 Proceeds from short term loan                                    -           1,000       -
 Proceeds from sale of treasury shares                            1,067       -           -
 Proceeds from issuance of share capital                          5,455                   -
 Drawdown of loans and borrowings                                 -           157         1,150
 Repayment of loans and borrowings                                (9,008)     (53)        (4,418)

 Net cash (used in)/generated from financing activities           (2,486)                 (3,268)

                                                                              1,104

 Net changes in cash and cash equivalents during the period/year  353                     1,796

                                                                              (3,537)
 Effect of changes in exchange rates                              (2,547)     4,038       1,393
 Cash and cash equivalents at the beginning of the period/year    7,462                   4,273

                                                                              4,273
 Cash and cash equivalents at the end of the period/year (i)      5,268                   7,462

                                                                              4,774

 

(i)      Cash and Cash Equivalents

Cash and cash equivalents included in the consolidated statement of cash flows
comprise the following consolidated statement of financial position amounts:

 

                              Unaudited   Unaudited   Audited
                              Six months  Six months  Year
                              ended       ended       ended

                              June        30 June     31 December
                              2025        2024        2024
                              US$'000     US$'000     US$'000

 Cash and bank balances       4,163       2,428       5,307
 Short term bank deposits     1,105       2,346       2,155
                              5,268       4,774       7,462
 Less: Deposits pledged (ii)  (1,090)     (2,333)     (2,141)
 Cash and cash equivalents    4,178       2,441       5,321

 

(ii)     Included in short term bank deposits and cash and bank balance is
US$1,089,782 (31 December 2024: US$2,141,000; 30 June 2024: US$2,333,000)
pledged for loans and borrowings and Medium Term Notes of the Group.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 30 JUNE 2025

 

1        GENERAL INFORMATION

 

The principal activities of the Group were the development of upscale
residential and hospitality projects in Malaysia.  The Group's immediate
focus is to resolve the debt situation, particularly with the SSB MTN being in
default. The Group is also focused on carrying out its divestment program for
certain Malaysian assets, to repay its debts.

 

2        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

2.1     BASIS OF PREPARATION

 

The interim condensed consolidated financial statements for the six months
ended 30 June 2025 have been prepared in accordance with IAS 34, Interim
Financial Reporting.

 

The interim condensed consolidated financial statements should be read in
conjunction with the annual financial statements for the year ended 31
December 2024 which have been prepared in accordance with IFRS.

 

Taxes on income in the interim period are accrued using the tax rate that
would be applicable to expected total annual earnings.

 

The interim results have not been audited nor reviewed and do not constitute
statutory financial statements.

 

The preparation of financial statements in conformity with IFRS requires the
use of estimates and assumptions that affect the reported amounts of assets
and liabilities at the date of the financial statements and the reported
amounts of expenses during the reporting period.  Although these estimates
are based on management's best knowledge of the amount, event or actions,
actual results ultimately may differ from those estimates.

 

The accounting policies applied are consistent with those of the annual
financial statements for the year ended 31 December 2024 as described in those
annual financial statements.

 

The interim report and financial statements were approved by the Board of
Directors on 30 September 2025.

 

 

 

3        SEGMENTAL INFORMATION

 

Segmental information represents the level at which financial information is
reported to the Board of Directors, being the chief operating decision makers
as defined in IFRS 8.  The Directors determine the operating segments based
on reports reviewed and used by their staff for strategic decision making and
resource allocations.  For management purposes, the Group is organised into
project units.

 

The Group's reportable operating segments are as follows:

(i)         Investment Holding Companies - investing activities;

(ii)        Ireka Land Sdn. Bhd. - developed Tiffani ("Tiffani") by
i-ZEN;

(iii)       ICSD Ventures Sdn. Bhd. - owns and operates Harbour Mall
Sandakan ("HMS") and the Sandakan Hotel asset ("SHA");

(iv)       Amatir Resources Sdn. Bhd. - developed SENI Mont' Kiara
("SENI"); and

(v)        Urban DNA Sdn Bhd, - developed The RuMa Hotel and Residences
("The RuMa").

 

Other non-reportable segments comprise the Group's development projects.
None of these segments meets any of the quantitative thresholds for
determining reportable segments in 2025 and 2024.

 

Information regarding the operations of each reportable segment is included
below.  The Board of Directors monitors the operating results of each segment
for the purpose of performance assessments and making decisions on resource
allocation.  Performance is based on segment gross profit/(loss) and
profit/(loss) before taxation, which the Directors believes are the most
relevant in evaluating the results relative to other entities in the
industry.  Segment assets and liabilities are presented inclusive of
inter-segment balances and inter-segment pricing is determined on an arm's
length basis.

 

The Group's revenue generating development projects are in Malaysia.

 

3        SEGMENTAL INFORMATION (CONT'D)

 

Operating Segments ended 30 June 2025 - Unaudited

 

                                                        Investment Holding Companies  Ireka            ICSD Ventures Sdn. Bhd.  Amatir Resources Sdn. Bhd.  The RuMa Hotel KL Sdn. Bhd.  Urban       Total

Land Sdn. Bhd.

                                                                                                                                                                                         DNA

                                                                                                                                                                                         Sdn. Bhd.
                                                        US$'000                       US$'000          US$'000                  US$'000                     US$'000                      US$'000     US$'000
 Segment (loss)/profit before taxation                  (5,467)                       (3)              (861)                    (85)                        288                          706         (5,422)
 Included in the measure of segment profit/(loss) are:
 Revenue                                                -                             -                -                        -                           -                            10,704      10,704
 Cost of sales                                          -                             -                -                        -                           -                            (9,297)     (9,297)
 Revenue from hotel operations                          -                             -                -                        -                           6,874                        -           6,874
 Revenue from mall operations                           -                             -                1,248                    -                           -                            -           1,248
 Expenses from hotel operations                         -                             -                (911)                    -                           (6,516)                      -           (7,427)
 Expenses from mall operations                          -                             -                (722)                    -                           -                            -           (722)
 Expenses from hotel investment                         (5,014)                       -                -                        -                           -                            -           (5,014)
 Depreciation of property, plant and equipment          -                             -                (28)                     -                           (32)                         -           (60)
 Finance costs                                          -                             -                (518)                    (87)                        -                            (295)       (900)
 Segment assets                                         422                           63               42,045                   382                         1,855                        72,586      117,353
 Segment liabilities                                    6,704                         5                2,151                    1,497                       5,033                        42,532      57,922

 

 

3        SEGMENTAL INFORMATION (CONT'D)

 

Reconciliation of reportable segment revenues, profit or loss, assets and
liabilities and other material items

 

 Profit or loss                       US$'000
 Total loss for reportable segments   (5,422)
 Other non-reportable segments        7,972
 Depreciation                         (30)
 Finance income                       12

 Consolidated profit before taxation  2,532

 

                 US$'000                        Revenue  Depreciation  Finance  Finance  Segment  Segment liabilities  Addition to non-current assets

costs
income
assets
                 Total reportable segment       10,704   (60)          (900)    1        117,353  57,922               364
                 Other non-reportable segments  -        (30)          -        12       8,019    21,780               -
      Consolidated total                        10,704   (90)          (900)    13       125,372  79,702               364

 

 

3        SEGMENTAL INFORMATION (CONT'D)

 

Operating Segments ended 30 June 2024 - Unaudited

 

                                                        Investment Holding Companies  Ireka            ICSD Ventures Sdn. Bhd.  Amatir Resources Sdn. Bhd.  The RuMa Hotel KL Sdn. Bhd.  Urban       Total

Land Sdn. Bhd.

                                                                                                                                                                                         DNA

                                                                                                                                                                                         Sdn. Bhd.
                                                        US$'000                       US$'000          US$'000                  US$'000                     US$'000                      US$'000     US$'000
 Segment (loss)/profit before taxation                  (1,869)                       (858)            (193)                    (876)                       944                          (1,063)     (3,915)
 Included in the measure of segment (loss)/profit are:
 Revenue                                                -                             -                -                        -                           -                            -           -
 Cost of sales                                          -                             -                -                        -                           -                            -           -
 Revenue from hotel operations                          -                             -                -                        -                           5,787                        -           5,787
 Revenue from mall operations                           -                             -                1,131                    -                           -                            -           1,131
 Expenses from hotel operations                         -                             -                (137)                    -                           (4,799)                      -           (4,936)
 Expenses from mall operations                          -                             -                (624)                    -                           -                            -           (624)
 Depreciation of property, plant and equipment          -                             -                (13)                     -                           (13)                         -           (26)
 Finance costs                                          (150)                         -                (647)                    (107)                       -                            (842)       (1,746)
 Finance income                                         -                             -                24                       -                           -                            -           24
 Segment assets                                         86                            59               36,638                   337                         1,217                        79,616      117,953
 Segment liabilities                                    1,733                         4                1,641                    1,407                       5,684                        38,217      48,686

 

 

3        SEGMENTAL INFORMATION (CONT'D)

 

Reconciliation of reportable segment revenues, profit or loss, assets and
liabilities and other material items

 

 Profit or loss                      US$'000
 Total loss for reportable segments  (3,915)
 Other non-reportable segments       (630)
 Depreciation                        -
 Finance income                      (130)
 Finance cost                        24
 Others                              -

 Consolidated loss before taxation   (4,651)

 

 US$'000                        Revenue  Depreciation  Finance  Finance  Segment  Segment liabilities  Addition to non-current assets

costs
income
assets
 Total reportable segment       -        (26)          (1,766)  24       117,953  48,686               23
 Other non-reportable segments  -        -             (130)    24       9,293    31,738               -
 Consolidated total             -        (26)          (1,876)  48       127,246  80,424               23

 

 

3        SEGMENTAL INFORMATION (CONT'D)

 

Operating Segments - Year ended 31 December 2024 - Audited

 

                                                        Investment Holding Companies  Ireka Land Sdn. Bhd.  ICSD Ventures Sdn. Bhd.  Amatir Resources Sdn. Bhd.  The RuMa Hotel KL Sdn. Bhd.  Urban       Total

                                                                                                                                                                                              DNA

                                                                                                                                                                                              Sdn. Bhd.
                                                        US$'000                       US$'000               US$'000                  US$'000                     US$'000                      S$'000      US$'000
 Segment (loss)/profit before taxation                  (5,874)                       (891)                 (421)                    (1,009)                     2,629                        (1,687)     (7,253)
 Included in the measure of segment (loss)/profit are:
 Revenue                                                -                             -                     -                        -                           -                            2,875       2,875
 Cost of sales                                          -                             -                     -                        -                           -                            (4,116)     (4,116)
 Other income from hotel operations                     -                             -                     -                        -                           13,092                       -           13,092
 Other income from mall operations                      -                             -                     2,296                    -                           -                            -           2,296
 Expenses from hotel operations                         -                             -                     (275)                    -                           (10,363)                     -           (10,638)
 Expenses from mall operations                          -                             -                     (1,223)                  -                           -                            -           (1,223)
 Depreciation of property, plant and equipment          -                             -                     (28)                     -                           (30)                         -           (58)
 Finance costs                                          (150)                         -                     (1,382)                  (211)                       -                            (1,713)     (3,456)
 Finance income                                         -                             1                     43                       1                           -                            1           46
 Segment assets                                         17                            65                    38,912                   360                         1,730                        79,273      120,357
 Segment liabilities                                    1,655                         3                     2,120                    1,480                       4,863                        47,796      57,917

 

 

3        SEGMENTAL INFORMATION (CONT'D)

 

Reconciliation of reportable segment revenues, profit or loss, assets and
liabilities and other material items

 

 Profit or loss                      US$'000
 Total loss for reportable segments  (7,253)
 Other non-reportable segments       1,958
 Finance income                      65
 Finance costs                       (271)
 Consolidated loss before taxation   (5,501)

 

 US$'000                        Revenue  Depreciation  Finance  Finance  Segment  Segment liabilities  Addition to non-current assets

costs
income
assets
 Total reportable segment       2,875    (58)          (3,456)  46       120,357  57,917               139
 Other non-reportable segments  -        -             (271)    65       9,459    30,212               -
 Consolidated total             2,875    (58)          (3,727)  111      129,816  88,129               139

 

 

3        SEGMENTAL INFORMATION (CONT'D)

 

Geographical Information - six months ended 30 June 2025 - Unaudited

 

                             Malaysia  Total
                             US$'000   US$'000
 Revenue                     10,704    10,704
 Non-current assets          -         -

 

Geographical Information - six months ended 30 June 2024 - Unaudited

 

                             Malaysia  Total
                             US$'000   US$'000
 Revenue                     -         -
 Non-current assets          5,161     5,161

 

Geographical Information - year ended 31 December 2024 - Audited

 

                             Malaysia  Total
                             US$'000   US$'000
 Revenue                     2,875     2,875
 Non-current assets          -         -

 

In the financial period/year ended 30 June 2025; 30 June 2024; 31 December
2024, no single customer exceeded 10% of the Group's total revenue.

 

4        SEASONALITY

 

The Group's business operations were not materially affected by seasonal
factors for the period under review.

 

 

5        COST OF SALES

 

                                Unaudited   Unaudited   Audited
                                Six months  Six months  Year
                                ended       ended       ended

                                30 June     30 June     31 December
                                2025        2024        2024
                                US$'000     US$'000     US$'000
 Direct costs attributable to:
 Completed Units                9,297       -           4,116

 

6        FOREIGN EXCHANGE GAIN/(LOSS)

 

                                          Unaudited   Unaudited   Audited
                                          Six months  Six months  Year
                                          ended       ended       ended

                                          30 June     30 June     31 December
                                          2025        2024        2024
                                          US$'000     US$'000     US$'000
 Foreign exchange gain/(loss) comprises:
 Realised foreign exchange gain/(loss)    16          (428)       4
 Unrealised foreign exchange gain/(loss)  7,436       (3,021)     3,095
                                          7,452       (3,449)     3,099

 

7        TAXATION

 

                                       Unaudited   Unaudited   Audited
                                       Six months  Six months  Year
                                       ended       ended       ended

                                       30 June     30 June     31 December
                                       2025        2024        2024
                                       US$'000     US$'000     US$'000
 Current tax credit                    -           (65)        (68)
 Deferred tax (credit)/expense         -           -           4,547
 Total tax credit for the period/year  -           (65)        4,479

 

 

7        Taxation (Cont'd)

 

The numerical reconciliation between the income tax expense and the product of
accounting results multiplied by the applicable tax rate is computed as
follows:

 

                                                                                 Unaudited   Unaudited   Audited
                                                                                 Six months  Six months  Year
                                                                                 ended       ended       ended

                                                                                 30 June     30 June     31 December
                                                                                 2025        2024        2024
                                                                                 US$'000     US$'000     US$'000

 Net profit/(loss) before taxation                                               2,532       (4,651)     (5,501)

 Income tax at rate of 24%                                                       607         (1,116)     (1,320)

 Add :
 Tax effect of expenses not deductible in determining taxable profit             468         3,786       2,697
 Current year losses and other tax benefits for which no deferred tax asset was  -           566         9
 recognised
 Underprovision of deferred tax in respect of prior year                         -           -           4,547
 Less :
 Tax effect of utilization of tax losses                                         (347)       -           (631)
 Tax effect of income not taxable in determining taxable profit                  (728)       (3,236)     (755)
 Over-provision in respect of prior period/year                                  -           (65)        (68)
 Total tax credit for the period/year                                            -           (65)        4,479

 

The applicable corporate tax rate in Malaysia is 24%.

 

The Company is treated as a tax resident of Jersey for the purpose of Jersey
tax laws and is subject to a tax rate of 0%.

 

 

 

8        PROFIT/(LOSS) PER SHARE

 

Basic and diluted profit/(loss) per ordinary share

The calculation of basic and diluted loss per ordinary share for the
period/year ended was based on the profit/(loss) attributable to equity
holders of the parent and a weighted average number of ordinary shares
outstanding, calculated as below:

 

                                                             Unaudited  Unaudited  Audited
                                                             As at      As at      As at

                                                             30 June    30 June    31 December
                                                             2025       2024       2024
                                                             US$'000    US$'000    US$'000
 Profit/(Loss) attributable to equity holders of the parent  2,538      (4,507)    (9,900)
 Weighted average number of shares                           214,984    159,853    172,587

 Profit/(Loss) per share
 Basic and diluted (US cents)                                1.18       (2.82)     (5.74)

 

 

9        LOANS AND BORROWINGS

 

                 Unaudited  Unaudited  Audited
                 As at      As at      As at

                 30 June    30 June    31 December
                 2025       2024       2024
                 US$'000    US$'000    US$'000
 Current
 Bank loans      2,610      1,377      2,602
                 2,610      1,377      2,602

 

The effective interest rates on the bank loans and finance lease arrangement
for the period is 13.3% (30 June 2024: 12%; 31 December 2024: 13.3%) per annum
respectively.

 

Borrowings are denominated in Malaysian Ringgit.

 

Borrowings are secured by land held for property development, operating assets
of the Group, pledged deposits and some are secured by the corporate guarantee
of the Company.

 

 

 

Reconciliation of movement of loans and borrowings to cash flows arising from
financing activities:

 

             As at 1   Drawdown of loan  Repayment of loan  Foreign exchange movements  As at 30

January
June

2025
2025
 Unaudited   US$'000   US$'000           US$'000            US$'000                     US$'000
 Bank loans  2,602     -                 (83)               91                          2,610

 

             As at 1   Drawdown of loan  Repayment of loan  Foreign exchange movements  As at 30

January
June

2024
2024
 Unaudited   US$'000   US$'000           US$'000            US$'000                     US$'000
 Bank loans  1,471     -                 (53)               (41)                        1,377

 

             As at 1 January  Drawdown of loan  Repayment of loan  Foreign exchange movements  As at 31 December

2024
2024
 Audited     US$'000          US$'000           US$'000            US$'000                     US$'000
 Bank loans  1,471            1,150             -                  (19)                        2,602

 

 

10      MEDIUM TERM NOTES

 

                                      Unaudited  Unaudited  Audited
                                      As at      As at      As at
                                      30 June    30 June    31 December
                                      2025       2024       2024
                                      US$'000    US$'000    US$'000
 Outstanding medium term notes        17,878     28,618     25,511
 Less:
 Repayment due within twelve months*  (17,878)   (28,618)   (25,511)
 Repayment due after twelve months    -          -          -

 

* Nil net transaction costs in relation to medium term notes due within twelve
months.  (30 June 2024: Nil; 31 December 2024: Nil)

 

Reconciliation of movement of medium term notes to cash flows arising from
financing activities:

 

                    As at 1 January  Drawdown of loan  Repayment of loan  Foreign exchange movements  As at 30

2025
June

 2025
 Unaudited          US$'000          US$'000           US$'000            US$'000                     US$'000
 Medium Term Notes  25,511           -                 (8,925)            1,292                       17,878

 

 

 

 

 

                    As at 1 January  Drawdown of loan  Repayment of loan  Foreign exchange movements  As at 30

2024
June

 2024
 Unaudited          US$'000          US$'000           US$'000            US$'000                     US$'000
 Medium Term Notes  29,263           157               -                  (802)                       28,617

 

                    As at 1 January  Drawdown of loan  Repayment of loan  Foreign exchange movements  As at 31 December 2024

2024
 Audited            US$'000          US$'000           US$'000            US$'000                     US$'000
 Medium Term Notes  29,263           -                 (4,418)            666                         25,511

 

Notes issued by Silver Sparrow Berhad

 

The medium term notes (the "SSB MTNs" or "MTNs") were issued by Silver Sparrow
Berhad ("SSB"), an indirect subsidiary of the Company, pursuant to a programme
with a tenor of ten (10) years from the first issue date of the notes.  The
MTNs were issued by a subsidiary, to fund two development projects known as
Sandakan Harbour Square and Aloft Kuala Lumpur Sentral ("AKLS") in Malaysia.

 

Following the completion of the sale of the AKLS by the Group in 2016, the net
adjusted price value for the sale of AKLS, which included the sale of the
entire issued share capital of ASPL M3B Limited and Iringan Flora Sdn. Bhd.
(the "Aloft Companies") were used to redeem the MTN Series 2 and Series 3.
Following the completion of the disposal of AKLS, US$96.25 million (RM394.0
million) of MTN associated with the AKLS (Series 3) and the former Four Points
Sheraton Sandakan (Series 2) were repaid on 19 August 2016.  The charge in
relation to AKLS was also discharged following the completion of the disposal.

 

The Group completed the "roll-over" for the remaining MTNs of US$24.43 million
which was due on 10 December 2020, 2021.

 

A repayment of US$8.89 million (RM39.0 million) was made on 7 April 2022.
 Subsequently, the remaining MTNs were further "rolled over" and were
repayable on 8 December 2023, but they remain outstanding.

 

The MTNs matured on 8 December 2023 however due to the non-completion of the
sale of the Sandakan assets, an event of default occurred as evidenced by the
receipt of a Notice of Default received from the facility agent.

 

On 5 November 2024 vide a Debenture from SSB and ICSD Ventures Sdn Bhd
("ICSD") giving MIBB a fixed and floating charge over the present and future
assets and properties of SSB and ICSD, KPMG Corporate Restructuring PLT was
appointed as Receivers and Managers (the "R&M") to ICSD.

 

On 24 February 2025, shareholders approved a fundraising by issuance of
68,190,000 new ordinary shares at an issue price of US$0.08 each to Neuchatel.
The subscription amount of US$5.4 million was received on 27 February 2025 and
predominantly all of such proceeds were applied to partially settle the
outstanding SSB MTN. As at 30 June 2025, the defaulted SSB MTN principal
balance has been reduced from c.RM61 million to c.RM38 million or c.US$9.1
million (31 December 2024 (audited): US$13.6 million).

 

Notes issued by Potensi Angkasa Sdn. Bhd

 

Potensi Angkasa Sdn Bhd ("PASB"), an indirect subsidiary incorporated on 25
February 2019, has secured a commercial paper and/or medium term notes
programme of not exceeding US$19.07 mil (RM90.0 million) ("CP/MTN Programme")
to fund a project known as The RuMa Hotel and Residences.  PASB may, from
time to time, issue commercial paper and/or medium term notes (the "PASB
Notes" or "Notes") whereby the nominal value of outstanding Notes shall not
exceed US$19.07 million (RM90.0 million) at any one time.

 

The effective interest rates of the medium-term notes and their outstanding
principal amounts were as follows:

 

                  Maturity Dates  Interest rate % per annum  US$'000
 Tranche 256-271  18 Aug 2025     10.0                       1,353
 Tranche 272-283  2 Sep 2025      10.0                       677
 Tranche 284-288  30 Sep 2025     10.0                       902
 Tranche 289-306  13 Oct 2025     10.0                       1,127
 Tranche 307      9 Dec 2025      11.0                       4,748
                                                             8,807

 

Security for CP/MTN Programme

 

(a)        A legal charge over the Designated Accounts by the PASB
and/or the Security Party (as defined below) (as the case may be) and
assignment of the rights, titles, benefits and interests of the PASB and/or
the Security Party (as the case may be) thereto and the credit balances
therein on a pari passu basis among all Notes, subject to the following:

 

(ii)        In respect of the 75% of the sale proceeds of a Secured
Asset ("Net Sale Proceeds") arising from the disposal of a Secured Asset, the
Noteholders of the relevant Tranche secured by such Secured Asset shall have
the first ranking security over such Net Sale Proceeds;

 

(iii)       In respect of the insurance proceeds from the Secured Assets
("Insurance Proceeds"), the Noteholders of the relevant Tranche secured by
such Secured Asset shall have the first ranking security over such Insurance
Proceeds;

 

(iv)       In respect of the sale deposits from the Secured Assets
("Sale Deposits"), the Noteholders of the relevant Tranche secured by such
Secured Asset shall have the first ranking security over such Sale Deposits;

 

(v)        In respect of the amount at least equivalent to an amount
payable in respect of any coupon payment of that particular Tranche for the
next six (6) months to be maintained by the Issuer ("Issuer's DSRA Minimum
Required Balance"), the Noteholders of the relevant Tranche shall have the
first ranking security over such Issuer's DSRA Minimum Required Balance;

 

(vi)       In respect of the proceeds from the Collection Account ("CA
Proceeds"), the Noteholders of the relevant Tranche shall have the first
ranking security over such CA Proceeds; and

 

(vii)      In respect of any amount deposited by the Guarantor which are
earmarked for the purposes of an early redemption of a particular Tranche of
the Notes and/or principal payment of a particular Tranche of the Notes
("Deposited Amount"), the Noteholders of the relevant Tranche shall have the
first ranking security over such Deposited Amount;

 

(b)        An irrevocable and unconditional guarantee provided by the
Urban DNA Sdn Bhd for all payments due and payable under the CP/MTN Programme
(the "Guarantee"); and

 

(c)     Any other security deemed appropriate and mutually agreed between
the PASB and the Principal Adviser/Lead Arranger (the "PA/LA"), the latter
being Kenanga Investment Bank Berhad.

 

Security for each medium term note:

 

Each Tranche shall be secured by assets (the "Secured Assets") to be
identified prior to the issue date of the respective Tranche.

 

Such Secured Assets may be provided by third party(ies), (which, together with
the Guarantor, shall collectively be referred to as "Security Parties" and
each a "Security Party") and/or by the PASB.  Subject always to final
identification of the Secured Asset prior to the issue date of the respective
Tranche, the security for any particular Tranche may include but not limited
to the following:

 

(a)        Legal assignment and/or charge by the PASB and/or the
Security Party (as the case may be) of the Secured Assets;

 

(b)        An assignment over all the rights, titles, benefits and
interests of the PASB and/or the Security Party (as the case may be) under all
the sale and purchase agreements executed by end-purchasers and any subsequent
sale and purchase agreement to be executed in the future by end-purchaser (if
any), in relation to the Secured Assets;

 

(c)        A letter of undertaking from Aseana Properties Limited to,
amongst others, purchase the Secured Assets ("Letter of Undertaking"); and/or

 

(d)       Any other security deemed appropriate and mutually agreed
between the Issuer and the PA/LA and/or Lead Manager prior to the issuance of
the relevant Tranche.

 

The security for each Tranche is referred to as "Tranche Security".

11      RELATED PARTY TRANSACTIONS

 

Related party transactions refer to transactions between the Group and its
related parties, such as its substantial shareholders and/or key management
personnel(s), who is/(are) defined as those persons having authority and
responsibility for planning, directing and controlling the activities of the
Group either directly or indirectly.  The key management personnel include
all the Directors of the Group, and certain members of senior management of
the Group.

 

 

 

                               Unaudited   Unaudited   Audited
                               Six months  Six months  Year
                               ended       ended       ended

                               30 June     30 June     31 December
                               2025        2024        2024
                               US$'000     US$'000     US$'000
 Key management personnel
 Directors' fees               48          111         180
 Consulting fees               -           150         225
 Sums paid to third parties *  -           24          47
 Loan interest                 -           98          -
 Drawdown of short term loan   -           650         -

 

*   represents company secretarial fee payable to ICECAP (Secretaries)
Limited ("ICECAP"), which was negotiated on an arm's length basis, but was
classified as related party transaction nonetheless due to the existence of a
common director.

 

The outstanding amounts due to the other significant related parties as at 30
June 2025, 30 June 2024 and 31 December 2024 are as follows:

 

                                  Unaudited   Unaudited   Audited
                                  Six months  Six months  Year
                                  ended       ended       ended

                                  30 June     30 June     31December
                                  2025        2024        2024
                                  US$'000     US$'000     US$'000
 Non-controlling interests
 Advances - non-interest bearing  (1,177)     (1,051)     (1,108)

 

Transactions between the parent company and its subsidiaries are eliminated in
these consolidated financial statements.

 

 

12      EVENTS AFTER STATEMENT OF FINANCIAL POSITION DATE

 

Refinancing of the Defaulted SSB MTN

 

On 24 June 2025, the Group announced that it had secured a facility of up to
RM45.2 million (c.US$10.7 million) from AmBank (M) Berhad, which will be
utilized to settle the remaining outstanding sum of the defaulted SSB MTN in
full and to partially fund the re-opening of the Sandakan Hotel as well as for
general working capital purposes.

 

The outstanding sum of the SSB MTN has been settled in full as announced on 4
July 2025 and the Receivers & Managers were formally discharged as
announced on 7 August 2025.

 

Potensi Angkasa ("PASB") Commercial Paper and/or MTN (collectively the "PASB
MTN")

 

19 tranches of the PASB MTN with principal amount of RM37.1 million (c.US$8.8
million), secured by charges over The RuMa Residences or Hotel units which
have their maturity dates falling due in February, March, April and June 2025
respectively, have successfully secured an 180-day maturity dates extension
from the noteholders and trustee. These extended PASB MTN will due in the
coming months between October to December 2025 which the Management is
addressing the repayment profiles that are very short term in nature and needs
to be refinanced.

 

Sale of The RuMa Residences Units

 

Up to 30 September 2025, the Group made further progress in the sale of The
RuMa Residences with Sale and Purchase Agreements for eighteen (18) more units
are expected to be completed by the end of December 2025, for a gross
consideration of RM24.7 million (approximately US$5.9 million), which would be
used towards redeeming the PASB MTN.

 

13      DIVIDENDS

 

The Company has not paid or declared any dividends during the financial period
ended 30 June 2025.

 

14      INTERIM STATEMENT

 

Copies of the annual report will be available on the Company's website at and
from the Company's registered office, Osprey House, Old Street, St. Helier,
Jersey, JE2 3RG, Channel Islands

 

PRINCIPAL RISKS AND UNCERTAINTIES

 

The Board has overall responsibility for risk management and internal
control.  The following have been identified previously as the areas of
principal risk and uncertainty facing the Company, and they remain relevant in
the second half of the year.

 

·    Economic

·    Strategic

·    Regulatory

·    Law and regulations

·    Tax regimes

·    Management and control

·    Operational

·    Financial

·    Liquidity

·    Refinancing

·    Human Resources

 

For greater detail, please refer to page 19 of the Company's Annual Report for
2024, a copy of which is available on the Company's website
www.aseanaproperties.com (http://www.aseanaproperties.com) .

 

 

RESPONSIBILITY STATEMENT

 

The Directors of the Company confirm that to the best of their knowledge that:

 

a)       The condensed consolidated financial statements have been
prepared in accordance with IAS 34 (Interim Financial Reporting);

b)       The interim management report includes a fair review of the
information required by DTR 4.2.7R (indication of important events during the
first six months and description of principal risks and uncertainties for the
remaining six months of the year); and

c)       The interim management report includes a fair review of the
information required by DTR 4.2.8R (disclosure of related party transactions
and changes therein).

 

On behalf of the Board

 

 

 

LIM TIAN HUAT

Chairman

 

30 September 2025

 

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