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REG - Asia Strategic Ltd - Interim results for six months ended 31 March 2023

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RNS Number : 7189D  Asia Strategic Holdings Limited   23 June 2023

 

23 June 2023

 

Asia Strategic Holdings Ltd.

("Asia Strategic" or the "Company" or the "Group")

 

Interim results for the six months ended 31 March 2023

 

The Board of Asia Strategic Holdings Ltd. (LSE: ASIA), the independent
developer and operator of consumer businesses located in emerging Asia, is
pleased to announce its unaudited interim results for the six-month period
ended 31 March 2023.

 

FINANCIAL HIGHLIGHTS

 

The financial information in this report to the six-month financial period
ended 31 March 2023 ("6M'23" or "FPE 2023") and the Group's financial year
ended 30 September 2022 ("FYE 2022"), unless otherwise stated. The comparative
six-month financial period from 1 October 2021 to 31 March 2022 is referred to
as "6M'22" or "FPE 2022".

 

·    Group revenues for the six-month financial period ended 31 March 2023
increased 38% year-on-year ("YOY") to US$11.5 million, of which 77% derived
from Education and 23% from Services (6M'22: 64% derived from Education and
36% from Services). The double-digit revenue growth was driven by (i)
Myanmar's Education segment surpassing pre-COVID-19 levels with revenue growth
of 141% YOY despite the complex political and economic environment, and (ii)
the continued turnaround in Vietnam's Education segment, delivering revenue
growth of 22% YOY. The strong performance in the Education segment compensated
for the weaker revenue generation in the Services segment in Myanmar, which
recorded a 13% decline YOY due to the adverse economic conditions and the
currency impact.

 

·    Group gross profit for the six-month financial period ended 31 March
2023 increased 106% YOY to US$6.6 million, of which 90% derived from Education
and 10% from Services (6M'22: 68% derived from Education and 32% from
Services). As a percentage of Group revenues, the gross profit margin stood at
57% for 6M'23 vs. 38% for 6M'22, thanks to (i) the strong commercial
performance post COVID-19, (ii) the shift to higher margin products and (iii)
the higher utilisation of teaching personnel and facilities.

 

·    Despite the significant improvement in gross margin to 57% for 6M'23
(6M'22: 38%), the Group recorded only a moderate improvement in net losses to
US$2.3 million for 6M'23 (6M'22: US$2.6 million net loss). Excluding the
operating losses incurred in the financial period for the newly launched
business of Kids&Us, net losses of the Group would be reduced by US$0.6
million to US$1.7 million. Other contributing factors were (i) the high
volatility of the foreign exchange rates in Myanmar, (ii) the slower than
expected recovery of Wall Street English ("WSE") Vietnam, and (iii) the lower
profitability of EXERA due to a US$0.4 million decline in revenues.

 

·    The Group recorded a net comprehensive loss (including the foreign
exchange difference in the translation of foreign operations and changes in
fair value of FVOCI) for 6M'23 of US$2.4 million (6M'22: US$2.7 million).

 

·   Student fees in the Education segment and risk management report
subscriptions at EXERA are generally collected in advance of service
performance. For 6M'23, the Group collected cash from customers in advance of
service performance amounting to US$9.4 million, an increase of US$2.9 million
compared to the previous financial period (6M'22: US$6.5 million). At 31 March
2023, the Group's current and long-term deferred revenue amounted to US$9.8
million and US$0.7 million respectively (30 September 2022: US$8.1 million and
US$1.9 million). Current deferred revenues shall be realised within the next
twelve months while long-term deferred revenues shall be realised in FYE 2024
and FYE 2025.

 

·    As a result of strong sales performance from the Education segment,
the Group recorded positive cash flows from operating activities of US$1.6
million, an increase of US$0.4 million compared to 6M'22 (US$1.2 million). If
repayment of lease liabilities were considered, the Group would have recorded
US$0.2 million cash inflows from operating activities (6M'22: US$0.2 million
cash outflows).

 

·    The Group maintains a loan facility of US$3.0 million with MACAN, the
Group's largest corporate shareholder and had drawn down US$1.7 million at the
date of this report (US$1.5 million as at 31 March 2023). The recent
additional loan drawn down was to fund the short-term working capital of
Kids&Us in Vietnam and capital expenditures during its start-up phase.

 

·   The diversification of the Group's operations between Vietnam and
Myanmar continues to play an important role in mitigating single-country
exposure. Management has assessed that there are sufficient mitigating actions
within the control of the Group to ensure liquidity for at least the next
twelve months from the date of this report. These include (i) undertaking a
controlled expansion of its existing and future businesses, (ii) maintaining
financial liquidity discipline, and (iii) accessing the unutilised credit
facility of US$1.3 million with MACAN.

 

 

OPERATIONAL HIGHLIGHTS

 

Education

 

·  Group revenues from the owned Education businesses for 6M'23 were US$8.8
million (6M'22: US$5.1 million). Furthermore, during the period the Group
completed service delivery to legacy students resulting in the managed
Education business contributing only US$0.01 million for 6M'23 (6M'22 US$0.2
million).

 

·    The increase in Education revenues is attributable to (i) a US$2.8
million increase in Myanmar revenues (+141% YOY), driven by strong revenue
growth at Auston and Wall Street English Myanmar which exceeded pre-COVID-19,
(ii) a US$0.7 million improvement in WSE Vietnam revenues, and (iii) a US$0.1
million revenue contribution from the launch of Kids&Us in Vietnam with
four centres opened since late 2022. It is worth noting that, despite
persistent headwinds in Myanmar, high revenue and student growth demonstrate
underlying robust demand and willingness to invest in high quality and
globally recognised educational programmes.

 

·    At 31 March 2023, the Group's current and long-term deferred revenue
from Education businesses were US$9.6 million and US$0.7 million (6M'22:
US$7.9 million and US$1.9 million), respectively.

 

·   The Education segment currently operates the Group's owned businesses
and services legacy students for the managed business of a related party, and
comprises:

 

(i)    Adult English language education (Wall Street English) in Vietnam
and Myanmar;

(ii)    Tertiary education (Auston University) in Myanmar;

(iii)   Children English language education (Kids&Us) in Vietnam and
Myanmar; and

(iv)   K-12 international school (Yangon American International School) in
Myanmar.

 

Through these businesses Asia Strategic provides a wide range of education
services to students from the age of one. Furthermore, Wall Street English
supports the training of the Group's employees and provide synergistic value
to the learning and development goals of the Group.

 

At 31 March 2023, the number of centres and students were as follows:

 

                            Number of centres         Number of students
                            31-Mar-2023  31-Mar-2022  31-Mar-2023  31-Mar-2022
 Vietnam
 -  Wall Street English     7            7            3,584        2,465
 -  Kids&Us                 4            -            228          -

 Myanmar
 -  Wall Street English     5( )         4            3,631        1,821
 -  Auston                  2            1            583          165
 -  Yangon American         1            1            57           80
 -  Kids&Us                 -(#)         -            -            -

 Group                      19(#)        13           8,083        4,531

 

(#)    The first Kids&Us centre in Myanmar has opened in June 2023,
bringing the total number of centres to 20.

 

Wall Street English

·   The Group has exclusive development and franchising agreements with
Wall Street English International to develop English language centres across
Myanmar. At 31 March 2023, WSE Myanmar served over 3,600 (+99% YOY) students
over 5 centres.

 

·    In July 2020, the Company completed the acquisition of the Wall
Street English business in Vietnam. At 31 March 2023 WSE Vietnam operated 7
centres in Ho Chi Minh and Binh Duong serving ca. 3,600 students (+45% YOY).

 

·    6M'23 revenues for Wall Street English Vietnam and Myanmar were
US$4.0 million and US$3.4 million (6M'22: US$3.3 and US$1.4 million),
respectively. Together, the businesses contributed 64% (6M'22: 57%) of the
Group's revenue.

 

·   At 31 March 2023, WSE's deferred revenues (current and long-term)
amounted to ca. US$8.4 million, up from US$8.2 million at 30 September 2022,
including US$7.9 million to be realised as revenue in the next twelve months,
up from US$6.7 million at 30 September 2022.

 

Auston

·    Auston University ("Auston") is the result of a strategic
collaboration with the Auston Institute of Management, an operator of private
schools in Singapore that prepares students for careers in Engineering,
Information Technology and Project Management through higher education
learning.

 

·    In February 2020, the Company entered a partnership with Liverpool
John Moores University ("LJMU") to provide high quality engineering training
programmes for young, working professionals in Myanmar. The partnership
enables a path towards a globally recognised engineering degree earned in
Myanmar from lecturers with at least a master's degree or a PhD from a
recognised awarding body.

 

·    For 6M'23 Auston's revenue grew exponentially, up 544% YOY, to US$0.9
million (6M'22: US$0.1 million), due to 253% growth in enrolled student (583
students at 31 March 2023 vs. 165 at 31 March 2022).  This has resulted in
higher monthly average sales of ca. US$0.3 million.

 

·    At 31 March 2023, Auston's deferred revenues (current and long-term)
amounted to ca. US$1.5 million, up from US$1.0 million at 30 September 2022,
including US$1.4 million to be realised as revenue in the next twelve months,
up from US$0.7 million at 30 September 2022.

 

 

Kids&Us

 

·  The Group entered into exclusive franchising agreements with Kids&Us
English, S.L.U ("Kids&Us") for the development of English language centres
for children under the brand "Kids&Us School of English" in Myanmar
and Vietnam on 25 April 2022 and 15 August 2022, respectively, for a period
of ten years each.

 

·    Kids&Us is the leading provider of English language education for
children from age one. Founded in Manresa (Barcelona, Spain) in 2003,
Kids&Us teaches annually over 150,000 students across more than 500
schools in nine countries, achieving a loyalty rate in excess of 90%.

 

·   Under the terms of these agreements, the Group paid initial fees of
US$216,000 for Myanmar and Vietnam (EUR100,000 for each territory) and has
committed to pay (i) ongoing service fees as a percentage of revenues, (ii)
cumulative opening fees of EUR150,000 within four years from signing of the
Vietnam franchising agreement, and (iii) didactic materials based on
consumption, among other fees.

 

·    Four Kids&Us centres opened between September 2022 and November
2022 in Ho Chi Minh City, Vietnam, with the flagship locations situated in
prominent and prime locations to create brand awareness. The first centre in
Myanmar was opened in June 2023. More centres are scheduled for the second
half of calendar year 2023 in both Myanmar and Vietnam.

 

·   Revenues at Kids&Us Vietnam for 6M'23 amounted to US$0.1 million
serving over 200 students. At 31 March 2023, current deferred revenues were
ca. US$0.2 million.

 

Yangon American

·  The Group owns and operates Yangon American International School
("Yangon American") an International Baccalaureate Primary Years Programme
("IB PYP") accredited and Myanmar Investment Commission-approved international
school. Yangon American's 3,000 sqm campus has a planned capacity of 400
students and its enrolment for the academic year 2022-2023 was 57 students (31
March 2022: 80 students).

 

·    For 6M'23, Yangon American generated revenues of US$0.4 million in
line with 6M'22. Yangon American remains in a development phase having opened
in the school year 2019-2020 ahead of COVID-19 and the Myanmar's State of
Emergency.  Demand for international education remains strong as parents are
in search for a quality education as a path for their children to study
abroad.

 

·    At 31 March 2023, Yangon American's deferred revenues (current and
long-term) amounted to ca. US$0.3 million, down from US$0.6 million at 30
September 2022, including US$0.2 million to be realised as revenue in the next
twelve months, down from US$0.5 million at 30 September 2022. The decrease in
deferred revenues is mainly due to the timeline of the school year which
begins in early August (higher collection) and ends in early June (deferred
revenues realised as revenues) of the following year.

 

Services

 

·  Through its Services division, the Group is active in (i) owned security
services (EXERA) and (ii) managed hospitality services (Ostello Bello).

 

·  6M'23 revenues from the owned services businesses amounted to US$2.6
million vs. US$3.0 for 6M'22. No revenues were contributed by the managed
hospitality business.

 

EXERA

·    EXERA is a provider of security and risk management services
operating exclusively in Myanmar. As at 31 March 2023, EXERA employed an
experienced workforce of over 1,400 (31 March 2022: 1,500) security officers
and provides a range of integrated security, manned guarding, protective
services, secured logistics and cash in transit, training, and nationwide risk
consulting, to a wide range of international and local clients across ca. 200
sites (6M'22: 200).

 

·  EXERA's customer base includes multi-national corporations, large oil
and gas companies, established local businesses, governmental bodies and
international organisations and embassies. EXERA's services are essential to
the continued presence of these organisations in Myanmar throughout the
current political and economic instability.

 

·    EXERA's 6M'23 revenues were US$2.6 million down 13% YOY from US$3.0
million for 6M'22 due to (i) the loss of contracts with certain customers
which exited Myanmar due to a challenging political and economic environment,
and (ii) the weakening of the Myanmar Kyat from an average of 1,855 per US$ in
FYE 2022 to 2,100 in 6M'23.

 

·    The ability to continuously maintain and secure new high-profile
customers is mainly due to EXERA's competitive advantage as the only company
in Myanmar with ISO 18788 Management System for Private Security Operations,
ISO 9001, OHSAS 18000, and ANSI/ASIS PSC 1 accreditations. These
accreditations are the hallmark of EXERA's intent on delivering high-quality
services for the benefit of our customers.

 

·   At 31 March 2023, EXERA's deferred revenues (current) to be realised
as revenue in the next twelve months amounted to ca. US$0.2 million in line
with 30 September 2022.

 

Ostello Bello

·    Ostello Bello, comprises boutique hostels with ca. 300 beds and over
70 rooms in two locations across Bagan and Mandalay.

 

·    Due to the adverse political situation in Myanmar, inbound tourism
has become virtually non-existent. Accordingly, in December 2022, management
ceased operations in one location in Bagan. The closure of this outlet does
not have a material impact on the Group as the operations and management fees
were already minimal.

 

·   It is worth noting that through its boutique hostels, the Group
provides livelihood for hundreds of individuals in developing communities such
as Bagan. Management takes great pride and acknowledges its role as a
responsible long-term investor in these communities. Furthermore, Ostello
Bello Mandalay hosts teachers and security personnel, providing safe
accommodation and flexibility to grow the headcount in Mandalay to enable
expansion of the Group's Education operations.

 

New Business Development

·   Asia Strategic continues to develop its business network and expand
its presence within the Group's existing sectors while exploring new sectors.
The Group is focused on expanding its educational offering by building a
stronger presence on the ground in Vietnam whilst seeking new opportunities
throughout emerging Asia to diversify the Group's geographical exposure.

 

·  Management also routinely conducts in-depth studies of new sectors (e.g.
Healthcare, Retail and Financial Services) to determine whether to allocate
additional human and financial resources to selected initiatives.

 

The Group's minority investments include, among others:

·    A minority interest in Myanmar Investments International Limited
("MIL"), a Myanmar-focused investment company listed on the AIM market of the
London Stock Exchange with investments in the telecommunications and financial
sectors. At 31 March 2023, the quoted share price of MIL was US$0.09 (31 March
2022: US$0.27) per share and based on available information, the audited net
asset value reported by MIL at 31 March 2023 was US$8.7 million (31 March
2022: unaudited US$13.2 million), equivalent to US$0.23 (31 March 2022:
US$0.35) per share.

 

 

SIGNIFICANT EVENTS

 

a)  Issuance of shares in lieu of bonus payments

 

Taking into consideration the recommendations of the Remuneration Committee of
the Company, the Directors approved the payment of US$0.2 million of annual
bonuses to certain Group key management personnel with respect to the
financial year ended 30 September 2022. These bonuses were satisfied through
the issuance of 40,000 new ordinary shares in the Company at a price
of US$5.00 per share (being the closing bid price of the Company's ordinary
shares as of 31 January 2023). Refer to Note 18 for further details.

 

b)  Employee Share Options Scheme

 

On 6 February 2023, the Company granted 33,000 share options to a director of
the Company under the Company's 2022 employee share option plan.

 

 

MACROECONOMIC UPDATE

 

Vietnam macroeconomic highlights

·     Vietnam achieved (i) a GDP growth rate of 8.0% in 2022, due in
part to the low base effect post COVID-19 and (ii) a more modest growth of
3.3% in 1Q2023. The gross regional domestic product of the two largest cities,
Ho Chi Minh City and Hanoi increased by 5.8% and 0.7%, respectively. The Asian
Development Bank forecasts GDP growth of 6.5% for 2023 and 6.8% for 2024.

·      According to Mirae Asset Securities Vietnam, to meet the full
year GDP growth target of 6.5% set by the National Assembly, public investment
is expected to be deployed in a strong and consistent manner. The Prime
Minister set a government spending budget of VND707 trillion (US$30 billion)
in 2023.

·      According to preliminary data from the General Statistics Office
("GSO"), trade activities reached

US$154.3 billion in the first quarter of 2023, of which exports were US$79.2
billion (down 11.9% YOY) and imports registered US$75.1 billion, resulting in
a trade surplus of US$4.1 billion. The United States is Vietnam's largest
export market, with an estimated turnover of US$20.6 billion (down 22% YOY),
followed by China at US$11.5 billion (down 14% YOY). Meanwhile, China is
Vietnam's largest import market, with an

estimated turnover of US$23.6 billion (down 15% YOY).

·   Over the longer term, Vietnam continues to be a prime destination in
Southeast Asia for supply chain and manufacturing relocations by global
manufacturers due to strong economic fundamentals and a favourable foreign
investment environment. According to the GSO, total registered foreign direct
investment in the first quarter or 2023 increased by 20% YOY, reaching US$7.8
billion.

 

Myanmar macroeconomic highlights

·   The World Bank's Myanmar Economic Monitor forecasts 3.0% economic
growth for the fiscal year ending September 2023. However, Myanmar's economy
is unlikely to yet reach pre-pandemic levels in the foreseeable future due to
ongoing challenges such as exchange rate volatility, inflation, and low
confidence.

·     In April 2022, the Central Bank of Myanmar ("CBM") introduced
foreign exchange control measures, mandating the conversion of all foreign
currency receipts into Myanmar Kyat ("MMK") at a reference rate lower than the
market rate. Between mid-April and late August 2022, the MMK depreciated 14%
against the US Dollar ("USD"). The CBM then shifted the reference rate from
1,850 to 2,100 MMK-USD in August 2022. To alleviate market concerns, the CBM
exempted certain entities from these measures. The CBM also permitted
exporters to convert 65% of their earnings to MMK at the reference rate and
sell the remaining 35% at market rates within one month of receipt.
Additionally, the CBM allowed the use of Thai Baht ("THB") and Renminbi
("RMB") for trade-related payments, which further stabilized the USD exchange
rate.

·      According to S&P Global, in May 2023, Myanmar manufacturing
Purchasing Manager's Index ("PMI"), declined to 53.0% from the previous
month's record high of 57.4%, the softest expansion since February. This
indicates a slower but still solid improvement in business conditions. This
slight slowdown was driven by a weaker increase in new orders, leading to a
less pronounced growth in output. Workforce numbers saw fractional expansion
as companies hired additional employees to support production.

·     The near-term economic outlook remains weak due to macroeconomic
and regulatory uncertainties. The country's growth prospects are further
hampered by gloomy global economic conditions, inflationary pressures, and
strained relationships with trading partners such as the United States and the
European Union. However, with the reopening of China's economy in 1Q23,
expectations in trade flows and the manufacturing sector have improved.

 

Enrico Cesenni, Chief Executive Officer of Asia Strategic Holdings, said:

"I am pleased to report that over the six-month financial period ended 31
March 2023, Asia Strategic Holdings has achieved significant growth in both
revenue (+38% YOY) and gross profit margins (+106% YOY), while further
strengthening its business foundations with the launch of Kids&Us in both
Vietnam and Myanmar.

 

"As the COVID-19 related restrictions have substantially ceased across ASEAN,
the Group has experienced a strong rebound in its Education business,
particularly in Myanmar, supported by pent-up demand and limited local
availability of high-quality products. The total number of students enrolled
with the Group rose 78% YOY to ca. 8,100, almost evenly split between Vietnam
and Myanmar.

 

"In 2022, the Group expanded its Education product portfolio with the
partnership with Kids&Us and opened four schools in Ho Chi Minh City and
one in Yangon, yielding ca. 300 students as of June 2023. Building on the
initial commercial success, the Group plans additional openings during 2023.

 

"On the other hand, the Services division experienced a 13% contraction in
revenue driven by the exit of certain customers from Myanmar and the adverse
FX impact. Management expects a rebound in monthly revenues in the second half
of FY'23 driven by the successful negotiation of price increases in existing
contracts and the acquisition of new high-profile customers.

 

"While global inflation, supply chain shortages and local shocks may reduce
disposable income and hinder discretionary spending, the Board believes that
the Group is strategically positioned in sectors that will attract continued
investments such as Education and that demonstrate less correlation to the
broader economy such as Security services. In turn, this allows us to take a
strategic view, pursue a long-term agenda and strengthen our foundations,
confident in our capital structure.

 

"We would like to take this opportunity to thank our shareholders for their
continued support and all staff members across the Group for their hard work
and sacrifice through these challenging, uncertain and troubling times."

 

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

 Sarah Hollins

 Bessie Elliot

 

Notes to editors

Asia Strategic Holdings Ltd.

Asia Strategic Holdings Ltd. (LSE: ASIA) is an independent developer and
operator of consumer businesses in emerging Asia. The Company's portfolio
focuses on Education and Services with the view to expand within the broader
consumer sector and is located in Vietnam and Myanmar, two of the fastest
growing economies in the world over the last decade.

Education sector:  the Company operates a range of brands across English
language learning, tertiary education and K-12. As of June 2023, it operated
20 schools (19 at 31 March 2023), serving ca. 8,200 students (ca. 8,100 at 31
March 2023).

The Company currently has exclusive development and franchising agreements
with Wall Street English to develop English language centres across Myanmar.
As of June 2023, Wall Street English Myanmar served over 3,600 students
through five centres.

In July 2020, the Company completed the acquisition of the Wall Street
English business in Vietnam. Founded in 2013, the WSE Vietnam business
operates through seven centres in Ho Chi Minh and Binh Duong serving over
3,700 students (3,600 at 31 March 2023).

The Company also operates a joint venture with Auston Institute of
Management to develop and operate the Auston University. Auston opened in May
2018 offering diplomas in Engineering Technology, Mechanical Engineering and
Networking, Information Systems, and Security. English language learning is
also provided by the Company's nearby Wall Street English centre. In February
2020, the Company announced a partnership with Liverpool John Moores
University to provide high quality engineering training programmes for young,
working professionals in Myanmar, to be taught by its teaching staff in
Myanmar. As of 30 June 2023, Auston University served ca. 600 students (580
at 31 March 2023).

In August 2019 the Company launched its first private K-12 international
school, the Yangon American International School ("Yangon American")
in Yangon. In July 2021 Yangon American was recognised as an official
International Baccalaureate Primary Years Programme ("IB PYP") school by
the International Baccalaureate Organization.

In April 2022, the Company entered into an exclusive franchising agreement
with Kids&Us for the development of English language schools for children
across Myanmar. The first centre opened in Yangon in June 2023. In August
2022, the Company entered into an exclusive franchising agreement with
Kids&Us for the development of English language schools for children
across Vietnam. The first four centres are operational in Ho Chi Minh.

Services sector:  through its acquisition of EXERA, the Company offers
security, risk management and secure logistics services. Founded in 2013,
EXERA employs approximately 1,400 well-trained and high-quality security
officers (1,500 on 31 March 2023) making it one of the largest security
services providers accredited to "ISO 18788 Management System for Private
Security Companies" in Myanmar.

Furthermore, the Company provides hospitality services, managing two boutique
hotels in core tourist locations in Myanmar, operating under the
award-winning Ostello Bello budget hospitality brand. The Company operates an
asset-light strategy, entering into long-term operating and management
agreements with local hotel owners.

Vietnam and Myanmar were among the fastest growing economies in Asia in
2017-2020 (Source: Asian Development Bank). Vietnam's annual GDP growth rate
is expected to be 6.5% in 2023 and 6.8% in 2024, while Myanmar's is expected
to be 2.8% in 2023 and 3.2% in 2024 (Source: Asian Development Bank).

The Company is well positioned to provide investors early exposure
to Vietnam's and Myanmar's strong economic fundamentals enhanced
by ASEAN's wider growth prospects.

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/)

 

FINANCIAL REVIEW

·    Group revenues from owned and managed businesses for 6M'23 were
US$11.5 million (+38% YOY) vs. US$8.3 million for 6M'22 (+9% YOY).

 

·    The double-digit revenue growth was a combination of (i) strong
improvements across the Education businesses in Myanmar (+141% YOY), (ii)
 the recovery in Education in Vietnam (+22% YOY), leading towards the
completion of WSE Vietnam's turnaround and supported by the opening of four
new Kids&Us English language learning centres in late 2022, and (iii) the
underperformance at EXERA (-13% YOY) due to the loss of certain customers due
to the challenging political and economic environment.

 

 

                                               FPE 2023    FPE 2022   FPE 2021   FYE 2022    FYE 2021
                                               Unaudited   Unaudited  Unaudited  Audited     Audited

                                               6M'23       6M'22      6M'21      12M'22      12M'21
                              Brands           US$         US$        US$        US$         US$

 Owned businesses

 Education - Vietnam                           4,055,667   3,312,986  4,014,274  7,391,025   7,479,035
 - English language learning  WSE              3,971,580   3,312,986  4,014,274  7,391,025   7,479,035
 - English language learning  Kids&Us          84,087      −          −          −           −

 Education - Myanmar                           4,741,070   1,790,716  553,681    4,485,240   1,331,422
 - English language learning  WSE              3,356,148   1,248,184  218,079    3,204,937   734,606
 - International school       Yangon American  447,192     397,660    335,602    804,396     567,982

 (K-12)
 - Tertiary education         Auston           937,730     144,872    −          475,907     28,834

 Education                                     8,796,737   5,103,702  4,567,955  11,876,265  8,810,457

 Services                     EXERA            2,642,785   3,025,078  2,707,920  5,794,603   5,664,019

 Total owned businesses                        11,439,522  8,128,780  7,275,875  17,670,868  14,474,476

 Managed businesses
 Education (Legacy) - Myanmar                  14,177      184,700    365,159    236,006     497,849
 - English language learning  WSE              14,177      184,000    355,016    235,363     485,819
 - Tertiary education         Auston           −           700        10,143     643         12,030

 Services                     Ostello Bello    −           −          6,857      −           13,712
 Total managed businesses                      14,177      184,700    372,016    236,006     511,561

 Group Revenue                                 11,453,699  8,313,480  7,647,891  17,906,874  14,986,037

 

RESULTS OF OPERATIONS

 

·  The Group's gross profit for 6M'23 was US$6.6 million up 106% vs US$3.2
million for 6M'22. The notable improvement in gross profit margin (57% for
6M'23 vs. 38% for 6M'22) was attributable to (i) the strong commercial
performance, (ii) the shift to higher-margin products and (iii) the higher
utilization of teachers and facilities thanks to the ramp-up in enrolled
students.

 

·    The growth in Group revenue (+US$3.1 million YOY) and gross profit
(+US$3.4 million YOY) was partially offset by the increase in foreign exchange
loss (+US$0.3 million YOY) and administrative and other operating expenses
(+US$2.8 million YOY).  The latter rose primarily due to (i) higher marketing
expenses, and (ii) an increase in personnel costs due to the expansion in the
Education businesses and salary increments to mitigate the inflationary
pressures affecting the Group's employees.

 

·   The Group was close to Adjusted EBITDA break-even for 6M'23 vs. a
US$0.5 million loss for 6M'22. When adjusted for the impact of the
right-of-use assets ("ROUs"), the Group's Adjusted EBITDA loss amounted to
US$1.8 million vs. a US$2.2 million loss in 6M'22.

 

 

 

                                                                                FPE 2023     FPE 2022     FPE 2021     FYE 2022      FYE2021
                                                                                Unaudited    Unaudited    Unaudited    Audited       Audited

                                                                                6M'23        6M'22        6M'21        12M'22        12M'21
                                                                                US$          US$          US$          US$           US$

 Revenue                                                                        11,453,699   8,313,480    7,647,891    17,906,874    14,986,037
 Cost of services                                                               (4,897,166)  (5,130,275)  (5,431,559)  (9,924,470)   (10,466,705)
 Gross profit                                                                   6,556,533    3,183,205    2,216,332    7,982,404     4,519,332
 Gross profit margin                                                            57%          38%          29%          45%           36%

 Other income                                                                   8,314        85,052       40,080       80,711        70,350
 Foreign exchange (loss)/gain, net                                              (386,886)    (121,198)    −            (972,259)     767,833
 Administrative and other operating expenses                                    (7,988,551)  (5,227,357)  (4,769,401)  (12,176,613)  (10,320,565)
 Loss from operations                                                           (1,810,590)  (2,080,298)  (2,512,989)  (5,085,757)   (4,963,050)
 Finance cost                                                                   (442,146)    (432,306)    (449,630)    (862,678)     (999,992)
 Loss before income tax                                                         (2,252,736)  (2,512,604)  (2,962,619)  (5,948,435)   (5,963,042)
 Income tax (expense)/credit                                                    −            (82,520)     17,611       (33,646)      114,688
 Loss for after income tax                                                      (2,252,736)  (2,595,124)  (2,945,008)  (5,982,081)   (5,848,354)

 Selected non-cash items:
 Total depreciation of plant and equipment                                      371,187      205,506      246,594      436,363       419,057
 Total amortisation of right-of-use assets                                      1,382,345    1,350,354    1,331,375    2,694,870     2,560,875
 Total amortisation of intangible assets                                        38,215       28,268       113,270      74,342        113,684
 Impairment of trade and other receivables                                      (6,187)      18,421       103,207      15,453        1,004,384
 Finance costs (excluding interest on lease liabilities)                        44,887       65,342       93,945       115,890       243,547
 Total interest on lease liabilities                                            398,454      372,105      355,685      754,370       756,445
 Reversal of impairment of intangible assets

                                                                                −            −            −            (30,000)      −
                                                                                2,228,901    2,039,996    2,244,076    4,061,288     5,097,992
 Adjusted (loss)/earnings before interest, tax, depreciation, and amortisation
 ("EBITDA")

                                                                                (23,835)     (472,608)    (718,543)    (1,887,147)   (865,050)

 Adjusted EBITDA after impact of ROUs                                           (1,804,634)  (2,195,067)  (2,405,603)  (5,336,387)   (4,182,370)

 

 

LIQUIDITY AND CAPITAL RESOURCES

 

·    At 31 March 2023, the Group's cash and cash equivalents amounted to
US$1.4 million, compared to US$2.0 million at 30 September 2022. The decrease
of US$0.6 million is primarily due to capital expenditures of US$0.8 million
and bank loan repayments of US$0.1 million.

 

·    The Group generated positive cash flows from operating activities of
US$1.6 million, an increase of US$0.4 million vs 6M'22 (US$1.2 million) mainly
due to the increase in prepayments and deposits received from customers of
US$0.8 million (6M'22: increase of US$3.0 million) as of 31 March 2023. If
repayment of lease liabilities were considered, the Group generated cash from
operating activities of US$0.2 million (6M'22: cash outflows of US$0.2
million).

 

·   For 6M'23, the Group incurred capital expenditures of US$0.8 million
vs. US$0.6 million for 6M'22 mainly for leasehold improvements related to the
(i) opening of three Kids&Us Centres in Vietnam, (ii) additional centres
for Wall Street English in Yangon and Auston in Mandalay, (iii) refurbishments
at Wall Street English Vietnam, and (iv) a new dedicated and secured
headquarter for EXERA.

 

·    In December 2022, the interest-free bank loan of US$0.1 million from
a bank in Vietnam was repaid in full. The Group funded its capital
expenditures and business expansion through effective cash management from its
operating activities. No new shares nor convertible notes have been issued
during the financial period.

 

·  For 6M'22, the Group issued Convertible Notes which generated cash
inflows of US$3.2 million (excluding transaction costs) and were utilised for
working capital and partial repayment of the shareholder loans and interest,
totalling US$1.8 million.

 

OTHER INFORMATION

 

At 31 March 2023, 97% of the total workforce (30 September 2022: 96%) were
local employees in the countries in which the Group operates. All employees
earn at least the local minimum wage and are provided cost of living
allowances to weather global inflation and benefit from fair working
conditions and shift patterns. Approximately 75% (30 September 2022: 72%) of
the Group's workforce are female (excluding EXERA's security officers).

 

 Direct and indirect Full Time Employees ("FTEs")  31-Mar-2023  31-Sep-2022  31-Mar-2022

 Male                                              121          127          100
 Female                                            355          325          302
                                                   476          452          402
 Male (EXERA's security officers)                  1,371        1,521        1,493
 Total employees                                   1,847        1,973        1,895
 Ratio of female representation

    (excluding EXERA's security officers)          75%          72%          75%

 

Direct and indirect FTE decreased to 1,847 (30 September 2022: 1,973) mainly
due to the reduction in EXERA's security officers over the period.

 

 

CONDENSED INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the financial period from 1 October 2022 to 31 March 2023

 

 

                                                                 FPE 2023     FPE 2022
                                                           Note  US$          US$

 Revenue                                                   4     11,453,699   8,313,480
 Cost of services                                                (4,897,166)  (5,130,275)
 Gross profit                                                    6,556,533    3,183,205
 Other income                                                    8,314        85,052
 Administrative and other operating expenses                     (8,375,437)  (5,348,555)
 Loss from operations                                            (1,810,590)  (2,080,298)

 Finance cost                                              6     (442,146)    (432,306)

 Loss before income tax                                    7     (2,252,736)  (2,512,604)

 Income tax expense                                        8     −            (82,520)

 Loss after income tax                                           (2,252,736)  (2,595,124)

 Other comprehensive income:
 Items that may be reclassified subsequently

 to profit or loss:
 Exchange difference in translation of foreign operations        (19,959)     8,754

 Items that will not be reclassified subsequently

   to profit or loss:
 Changes in fair value of equity instruments at FVOCI      12    (80,774)     (71,800)

 Other comprehensive income for the period, net of tax           (100,733)    (63,046)

 Total comprehensive income                                      (2,353,469)  (2,658,170)

 Loss for the period attributable to:
 Owners of the Company                                           (2,252,736)  (2,549,665)
 Non-controlling interests                                       −            (45,459)
                                                                 (2,252,736)  (2,595,124)

 Total comprehensive income attributable to:
 Owners of the Company                                           (2,353,469)  (2,612,711)
 Non-controlling interests                                       −            (45,459)
                                                                 (2,353,469)  (2,658,170)

 Loss per share attributable to the owners of the

    Company (US$)
 - Basic and diluted (US$)                                 21    (0.77)       (0.88)

 

 

The above condensed interim consolidated statement of comprehensive income
should be read in conjunction with the accompanying notes.

 

 

CONDENSED INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 31 March 2023

 

 

                                      As at            As at
                                      31-Mar-2023      30-Sep-2022
                                Note  US$              US$
 ASSETS
 Non-current assets
 Plant and equipment            9     2,364,727        2,032,390
 Intangible assets              10    6,711,972        6,681,443
 Right-of-use assets ("ROU")    11    10,105,062       11,275,139
 Financial assets at FVOCI      12    76,288           157,062
 Trade and other receivables    13    1,501,766        1,542,501
 Total non-current assets             20,759,815       21,688,535

 Current assets
 Inventories                          184,509          165,891
 Trade and other receivables    13    2,028,596        1,628,965
 Cash and cash equivalents      14    1,353,782        1,980,232
 Total current assets                 3,566,887        3,775,088
 Total assets                         24,326,702       25,463,623

 LIABILITIES AND EQUITY
 Liabilities
 Non-current liabilities
 Contract liabilities           4     747,006          1,872,423
 Shareholder loans              15    1,544,877        1,500,000
 Lease liabilities                    8,156,086        9,142,979
 Total non-current liabilities        10,447,969       12,515,402

 Current liabilities
 Contract liabilities           4     9,816,410        8,093,625
 Bank loans                     16    −                115,530
 Trade and other payables       17    4,674,597        3,636,898
 Lease liabilities                    2,243,574        1,961,444
 Income tax payables                  3,906            16,229
 Total current liabilities            16,738,487       13,823,726
 Total liabilities                    27,186,456       26,339,128

 Equity
 Share capital                  18    21,639,638       21,439,638
 Convertible notes              19    5,730,000        5,730,000
 Accumulated losses                   (30,477,593)     (28,224,857)
 Other reserves                       248,201          179,714
 Equity attributable to owners        (2,859,754)      (875,505)

    of the Company
 Non-controlling interests      20    −                −
 Total equity                         (2,859,754)      (875,505)
 Total liabilities and equity         24,326,702       25,463,623

 

 

The above condensed interim consolidated statement of financial position
should be read in conjunction with the accompanying notes.

 

CONDENSED INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the financial period from 1 October 2022 to 31 March 2023

 

 

 Unaudited                                           Note  Share       Convertible  Equity     Share            Fair              Foreign exchange reserve  Accumulated   Equity           Non−          Total

                                                           capital     notes        reserves   option reserve    value reserve                              losses        attributable     controlling   equity

                                                                                                                                                                          to owners        interests

                                                                                                                                                                          of the Company
 31 March 2023                                             US$         US$          US$        US$              US$               US$                       US$           US$              US$           US$

 Balance as at 1 October 2022                              21,439,638  5,730,000    (212,271)  968,819          (605,692)         28,858                    (28,224,857)  (875,505)        −             (875,505)

 Total comprehensive income for the financial year:
 Loss for the financial period                             −           −            −          −                −                 −                         (2,252,736)   (2,252,736)      −             (2,252,736)
 Other comprehensive income                                −           −            −          −                (80,774)          (19,959)                  −             (100,733)        −             (100,733)
                                                           −           −            −          −                (80,774)          (19,959)                  (2,252,736)   (2,353,469)      −             (2,353,469)

 Contribution by owners of the Company
 Issuance of shares in lieu of bonus                 18    200,000     −            −          −                −                 −                         −             200,000          −             200,000
 Recognition of share-based payments                 5     −           −            −          169,220          −                 −                         −             169,220          −             169,220
                                                           200,000     −            −          169,220          −                 −                         −             369,220          −             369,220

 Balance as at 31 March 2023                               21,639,638  5,730,000    (212,271)  1,138,039        (686,466)         8,899                     (30,477,593)  (2,859,754)      −             (2,859,754)

 

 

 Unaudited                                           Note  Share       Convertible  Equity     Share            Fair              Foreign exchange reserve  Accumulated   Equity           Non−          Total

                                                           capital     notes        reserves   option reserve    value reserve                              losses        attributable     controlling   equity

                                                                                                                                                                          to owners        interests

                                                                                                                                                                          of the Company
 31 March 2022                                             US$         US$          US$        US$              US$               US$                       US$           US$              US$           US$

 Balance as at 1 October 2021                              20,799,638  −            (128,362)  774,102          (448,629)         (123,237)                 (22,288,235)  (1,414,723)      (38,449)      (1,453,172)

 Total comprehensive income for the financial year:
 Loss for the financial year                               −           −            −          −                −                 −                         (2,549,665)   (2,549,665)      (45,459)      (2,595,124)
 Other comprehensive income                                −           −            −          −                (71,800)          8,754                     −             (63,046)         −             (63,046)
                                                           −           −            −          −                (71,800)          8,754                     (2,549,665)   (2,612,711)      (45,459)      (2,658,170)

 Contribution by owners of the Company
 Issuance of shares in lieu of bonus                 18    640,000     −            −          −                −                 −                         −             640,000          −             640,000
 Issuance of convertible notes                       19    −           5,730,000    −          −                −                 −                         −             5,730,000        −             5,730,000
 Recognition of share-based payments                       −           −            −          71,726           −                 −                         −             71,726           −             71,726
                                                           640,000     5,730,000    −          71,726           −                 −                         −             6,441,726        −             6,441,726

 Changes in ownership interest

    in a subsidiary
 Acquisition of non-controlling interests            20    −           −            (83,909)   −                −                 −                         −             (83,909)         83,908        (1)

 Balance as at 31 March 2022                               21,439,638  5,730,000    (212,271)  845,828          (520,429)         (114,483)                 (24,837,900)  (3,399,617)      −             (3,399,617)

 

 

 

 

The above condensed interim consolidated statement of changes in equity should
be read in conjunction with the accompanying notes.

 

CONDENSED INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS

For the financial period from 1 October 2022 to 31 March 2023

 

                                                             FPE 2023     FPE 2022
                                                       Note  US$          US$

 Operating activities
 Loss before income tax                                      (2,252,736)  (2,512,604)

 Adjustments for:
 Interest income                                             (2,456)      (1,355)
 Plant and equipment written off                             −            (100)
 Intangible assets written off                               −            3,011
 Share-based compensation                              5     169,220      71,726
 Interest expense on lease liabilities                 6, 7  398,454      372,105
 Interest expense on loan from

    corporate shareholder                              6     44,877       65,342
 Lease concession                                      7     −            (80,745)
 Amortisation of intangible assets                     7     38,215       28,268
 Depreciation of plant and equipment                   9     371,187      205,506
 Amortisation of right-of-use assets                   11    1,382,345    1,350,354
 Impairment loss on trade and other receivables        13    (6,187)      18,421
 Transfer of plant and equipment to intangible assets        −            4,528
        Unrealised exchange difference                       33,695       79,815
 Operating cash flows before working capital changes         176,614      (395,728)
 Working capital changes:
 Trade and other receivables                                 (352,709)    (190,848)
 Inventories                                                 (18,618)     17,700
 Contract liabilities                                        597,368      1,259,464
 Trade and other payables                                    1,212,199    577,247
 Cash flows provided from operations                         1,614,854    1,267,835
 Interest received                                           2,456        1,355
 Income tax paid                                             (12,323)     (71,409)
 Net cash provided from operating activities                 1,604,987    1,197,781

 Investing activities
 Purchase of plant and equipment                       9     (758,528)    (594,169)
 Advances to related parties                                 −            (423,813)
 Purchase of intangible assets                               −            (13,356)
 Net cash flows used in investing activities                 (758,528)    (1,031,338)

 

                                                                     FPE 2023     FPE 2022
                                                               Note  US$          US$

 Financing activities
 Repayment of shareholder loans                                15    −            (1,500,000)
 Interest paid on shareholder loans                            15    −            (271,656)
 (Repayment)/proceeds from bank loan                           16    (115,530)    120,492
 Proceeds from convertible notes                               19    −            3,230,000
 Principal payment for lease liabilities                             (1,045,976)  (990,415)
 Interest payment for lease liabilities                              (332,664)    (372,105)
 Fixed deposits pledged to bank                                      −            56,868
 Acquisition of equity interest from

    non-controlling interests                                  20    −            (1)
 Net cash (used in)/provided from financing activities               (1,494,170)  273,183

 Net changes in cash and cash equivalents                            (647,711)    439,626
 Effect of exchange rate changes on cash and cash equivalents        21,261       (14,302)
 Cash and cash equivalents at beginning of financial period          1,980,232    2,165,257

 Cash and cash equivalents at end of financial period          14    1,353,782    2,590,581

 

 

 

The above condensed interim consolidated statement of cash flows should be
read in conjunction with the accompanying notes.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the financial period from 1 October 2022 to 31 March 2023

 

 

1     CORPORATE INFORMATION

 

       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's ordinary shares are traded on the Main Market
of the London Stock Exchange under the equity ticker ASIA.

 

       The condensed interim consolidated financial statements as at and
for the six-month financial period ended 31 March 2023 comprise the Company
and its subsidiaries (collectively, the "Group").

 

       For management purposes, the Group is organised into business
units based on its services, and has three reportable operating segments as
follows:

 

a)  Education - Operation of education businesses ranging from early years to
tertiary education and including vocational training, consultancy, advisory
and project management services in the education sector in Myanmar and
Vietnam;

 

b) Services - Provision of integrated services, consultancy, advisory and
project management services in the security and hospitality sectors in
Myanmar. This reportable segment has been formed by aggregating the relevant
operating entities, which are regarded by management to exhibit similar
economic characteristics; and

 

c)  Others - Corporate services, management support and certain shared
services to subsidiaries of the Group. This segment includes the Group's minor
trading and investment holding activities which are not included in reportable
segments as they are not separately reported to the chief operating decision
maker.

 

These operating segments are reported in a manner consistent with internal
reporting provided to the chief operating decision-maker responsible for
allocating resources and assessing the performance of the operating segments.

 

1.1   BASIS OF PREPARATION

 

The condensed interim consolidated statement of financial position of the
Group as at 31 March 2023 and the related condensed interim consolidated
profit or loss and other comprehensive income, condensed interim consolidated
statement of changes in equity and condensed interim consolidated statement of
cash flows for the six-month financial period ended 31 March 2023 and the
explanatory notes have not been audited by the Group's Independent Auditors.

 

The condensed interim consolidated financial statements as at and for the
financial period ended 31 March 2023 have been prepared in accordance with
International Accounting Standards ("IAS") 34 Interim Financial Reporting as
adopted by the European Union.

 

The condensed consolidated interim financial statements do not include all
disclosures that would otherwise be required in a complete set of financial
statements and should be read in conjunction with the annual report for the
financial year ended 30 September 2022 which have been prepared in accordance
with International Financial Reporting Standards ("IFRS") as adopted by the
European Union and are prepared under the historical cost convention, except
as disclosed in the accounting policies below. However, selected explanatory
notes are included to explain events and transactions that are significant to
an understanding of the changes in the Group's financial position and
performance since the last annual financial statements for the financial year
ended 30 September 2022, which can be found on the Company's website at
www.asia-strategic.com (http://www.asia-strategic.com) .

 

The consolidated financial statements of the Group are presented in United
States dollars ("US$") which is the functional currency and the presentation
currency for the consolidated financial statements.

 

 

2     SIGNIFICANT ACCOUNTING POLICIES

 

       The accounting policies adopted are consistent with those of the
previous financial years except for the adoption of new and amended standards
as set out below.

 

       Changes in accounting policy

 

       New or amended standards have become applicable for the current
reporting period. The adoption of these new or amended standards did not
result in substantial changes to the Group's accounting policies and had no
material effect on the amounts reported for the current or previous financial
periods.

 

       IFRSs issued but not yet effective

 

       Certain new accounting standards and interpretations have been
issued but are not yet effective for the current financial year ending 30
September 2023 and have not been adopted early by the Group. The Group expects
that the adoption of these IFRSs, if applicable, will have no material impact
on the financial statements in the period of initial application.

 

3     USE OF JUDGEMENTS AND ESTIMATES

 

       In preparing the condensed interim financial statements,
management has made judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of assets and
liabilities, income and expenses. These estimates are based on management's
best knowledge of current events and actions. Actual results may differ from
these estimates.

 

       The significant judgements made by management in applying the
Group's accounting policies and the key sources of estimation uncertainty were
the same as those that applied to the consolidated financial statements as at
and for the financial year ended 30 September 2022.

 

       Estimates and underlying assumptions are reviewed on an ongoing
basis. Revisions to accounting estimates are recognised in the period in which
the estimates are revised and in any future periods affected.

 

       There have been no material revisions to the nature and estimates
of amounts reported in prior periods, except those necessitated by the
changing circumstances of Myanmar's State of Emergency.

 

3.1  SIGNIFICANT EVENTS AND SUBSEQUENT EVENTS

 

Myanmar's political and economic situation

 

Myanmar's political and economic situation is evolving daily. The outcome and
long-term effects remain unclear at this stage. The business environment
remains challenging due to (i) persistent electricity and telecommunication
outages, (ii) frequent regulatory changes, (iii) stringent foreign exchange
control measures, (iv) inflationary pressure, and (v) increased security
risks.

 

Despite these uncertainties, the economic activity and the business
environment in Myanmar experienced gradual improvement over the past quarters,
particularly in the key urban cities where the Group operates such as Yangon
and Mandalay. The Group continuously monitors and applies appropriate
mitigating actions to ensure the Group's operations in Myanmar remain flexible
and adaptable to the current market environment.

 

The Group remains focused on expanding its current operations in Vietnam which
are expected to exceed Myanmar over time, however, the contribution from both
markets remains an important diversification strategy to mitigate the overall
geographical risk exposure of the Group.

 

The Group has considered the current market environment in the respective
countries in which it operates as at the reporting date and notes that there
are no indicators that warrant material adjustments to the key estimates and
judgements on the recoverability of the assets as of 31 March 2023.

 

3.2   SEASONAL OPERATIONS

The Group's businesses were not affected significantly by seasonal or cyclical
factors during the financial period ended 31 March 2023.

 

4        REVENUE AND SEGMENT INFORMATION

 

Disaggregation of revenue

 

Revenues are disaggregated below with the intention to depict how the nature,
amount, and timing of revenue and cash flows are affected by economic factors.

 

                                 Education             Services              Total
                                 FPE 2023   FPE 2022   FPE 2023   FPE 2022   FPE 2023    FPE 2022
                                 US$        US$        US$        US$        US$         US$

 Rendering of services           −          −          2,642,785  3,025,078  2,642,785   3,025,078
 Technical support services and  14,177     193,625                          14,177      193,625

    new centre fees                                    −          −
 Student fees                    8,796,737  5,094,777  −          −          8,796,737   5,094,777
                                 8,810,914  5,288,402  2,642,785  3,025,078  11,453,699  8,313,480

 Timing of transfer of services
 Point in time                   1,732      7,167      88,299     143,997    90,031      151,164
 Over time                       8,809,182  5,281,235  2,554,486  2,881,081  11,363,668  8,162,316
                                 8,810,914  5,288,402  2,642,785  3,025,078  11,453,699  8,313,480

 

The timing of revenue recognition affects the amount of revenue and deferred
revenue (advances from customers) recognised as at the reporting date in the
consolidated statement of financial position.

 

                       As at         As at

                       31-Mar-2023   30-Sep-2022
                       US$           US$
 Contract liabilities
 Deferred revenue      10,563,416    9,966,048

 Analysed as:
 Current               9,816,410     8,093,625
 Non-current           747,006       1,872,423
                       10,563,416    9,966,048

 

 

Significant changes in contract liabilities are as detailed below:

                                                                    As at         As at

                                                                    31-Mar-2023   30-Sep-2022
                                                                    US$           US$

 At beginning of financial period/year                              9,966,048     5,892,090
 Cash received in advance of performance and not                    9,448,646     16,213,749

     recognised as revenue
 Revenue recognised during the financial period/year:
 -  On contract liabilities at beginning of financial period/year   (7,543,274)   (4,928,924)
 -  On cash received in advance during financial period/year        (1,348,021)   (7,027,948)
                                                                    (8,891,295)   (11,956,872)
 Foreign exchange difference                                        40,017        (182,919)
 At end of financial period/year                                    10,563,416    9,966,048

 

Remaining performance obligations

 

Deferred revenues reflect cash received in advance of performance which will
be recognised according to the following:

 

(i)  The Group collected new centre fees in prior years for the Education
businesses in advance of the performance obligations. Deferred revenue for new
centre fees of US$14,177 have been fully realised in the profit or loss during
the financial period.

 

(ii) Student fees for Education business segments are generally collected one
to twelve months in advance (30-Sep-2022: same) and more than twelve months in
advance for students who prepay in advance of performance, with reference to
the individual terms of the student contracts. Deferred revenues from student
fees are recognised over the duration of the respective courses and the
remaining contract period ranging from one to 5.5 years (30-Sep-2022: one to
six).

 

(iii) Fees related to certain security services are collected six to twelve
months (30-Sep-2022: same) in advance of performance and revenues are
recognised with reference to the individual terms of the customer contracts.

 

 

 1 October 2022                                           Education       Services        Others          Total
 to 31 March 2023 (FPE 2023)                              US$             US$             US$             US$

 Revenue                                                  8,810,914       2,642,785       −               11,453,699
 Cost of services                                         (2,937,114)(*)  (1,960,052)(*)  −               (4,897,166)
 Gross profit                                             5,873,800       682,733         −               6,556,533
 Other income                                             6,137           541             1,636           8,314
 Foreign exchange loss, net                               (308,308)       (42,782)        (35,796)        (386,886)
 Administrative and other operating expenses

                                                          (6,621,871)     (708,584)       (658,096)(**)   (7,988,551)
 Loss from operations                                     (1,050,242)     (68,092)        (692,256)       (1,810,590)
 Finance cost                                             (383,633)       (13,626)        (44,887)        (442,146)
 Segment loss                                             (1,433,875)     (81,718)        (737,143)       (2,252,736)
 Income tax expense                                       −               −               −               −
 Loss after income tax                                    (1,433,875)     (81,718)        (737,143)       (2,252,736)

 Other non-cash items:
 Total depreciation of plant and equipment

                                                          354,545         16,451          191             371,187
 Total amortisation of right-of-use asset

                                                          1,277,702       104,643         −               1,382,345
 Total amortisation of intangible assets                  38,048

                                                                          167             −               38,215
 Reversal of impairment of trade and other receivables    −

                                                                          (6,187)         −               (6,187)
 Finance costs (excluding interest on lease liabilities)

                                                          −               −               44,887          44,887
 Total interest on lease liabilities                      383,633         14,821          −               398,454
                                                          2,053,928       129,895         45,078          2,228,901

    Adjusted EBITDA                                       620,053         48,177          (692,065)       (23,835)

     Adjusted EBITDA after                                (1,041,282)                                     (1,804,634)

    impact of ROU                                                         (71,287)        (692,065)

 Reportable segment assets                                21,052,841      3,033,082       164,491         24,250,414

 as at 31 March 2023
 Investment in FVOCI                                      -               -               76,288          76,288
 Total Group's assets                                                                                     24,326,702

 Included in the segment assets:
 Additions:
 Plant and equipment                                      730,235         28,293          −               758,528
 Right-of-use assets                                      318,554         −               −               318,554

 Reportable segment liabilities

 as at 31 March 2023                                      (24,516,359)    (875,886)       (1,794,211)     (27,186,456)

* Cost of services from "Education" and "Services" segments comprise mainly
employee benefit expenses amounting to US$1,475,452 and US$1,705,451,
respectively.

 

** Other operating expenses from the "Others" segment comprise mainly of
employee benefit expenses of   US$410,978 (includes share-based payment of
US$169,220).

 

 

 1 October 2021                                           Education       Services        Others          Total
 to 31 March 2022 (FPE 2022)                              US$             US$             US$             US$

 Revenue                                                  5,288,402       3,025,078       −               8,313,480
 Cost of services                                         (3,131,494)(*)  (1,998,781)(*)  −               (5,130,275)
 Gross profit                                             2,156,908       1,026,297       −               3,183,205
 Other income                                             79,981          341             4,730           85,052
 Foreign exchange (loss)/gain, net                        (151,501)       30,524          (221)           (121,198)
 Administrative and other operating expenses

                                                          (4,075,422)     (616,637)       (535,298)(**)   (5,227,357)
 (Loss)/profit from operations                            (1,990,034)     440,525         (530,789)       (2,080,298)
 Finance cost                                             (335,741)       (31,223)        (65,342)        (432,306)
 Segment (loss)/profit                                    (2,325,775)     409,302         (596,131)       (2,512,604)
 Income tax expense                                       −               (82,520)        −               (82,520)
 (Loss)/profit after income tax                           (2,325,775)     326,782         (596,131)       (2,595,124)

 Other non-cash items:
 Total depreciation of plant and equipment

                                                          188,249         16,732          525             205,506
 Total amortisation of right-of-use asset

                                                          1,238,017       112,337         −               1,350,354
 Total amortisation of intangible assets                  28,101

                                                                          167             −               28,268
 Impairment of trade and other receivables                −

                                                                          18,421          −               18,421
 Finance costs (excluding interest on lease liabilities)

                                                          −               −               65,342          65,342
 Total interest on lease liabilities                      335,741         36,364          −               372,105
                                                          1,790,108       184,021         65,867          2,039,996

    Adjusted EBITDA                                       (535,667)       593,323         (530,264)       (472,608)

     Adjusted EBITDA after                                (2,109,425)                                     (2,195,067)

    impact of ROU                                                         444,622         (530,264)

 Reportable segment assets                                20,964,082      2,376,447       392,262         23,732,791

 as at 31 March 2022
 Investment in FVOCI                                      -               -               242,325         242,325
 Total Group's assets                                                                                     23,975,116

 Included in the segment assets:
 Additions:
 Plant and equipment                                      580,871         13,298          −               594,169
 Right-of-use assets                                      1,425,137       −               −               1,425,137

 Reportable segment liabilities

 as at 31 March 2022                                      (18,667,934)    (1,292,549)     (7,414,250)     (27,374,733)

* Cost of services from "Education" and "Services" segments comprise mainly of
employee benefit expenses amounting to US$1,874,606 and US$1,747,784,
respectively.

 

**Other operating expenses from the "Others" segment comprise mainly of
employee benefit expenses of US$300,355 (includes share-based payment of
US$71,726).

 

Geographic information

 

The Group's business segments operate in two main geographical areas. Revenue
is based on the country in which the customers are located. Segment
non-current assets consist primarily of non-current assets other than
financial instruments and deferred tax assets. Segment non-current assets are
shown by geographic area in which the assets are located.

 

                             FPE 2023      FPE 2022
 Revenue                     US$           US$

 Vietnam                     4,055,667     3,312,986
 Myanmar                     7,398,032     5,000,494
                             11,453,699    8,313,480

                             As at         As at

                             31-Mar-2023   30-Sep-2022
 Segment non-current assets  US$           US$

 Vietnam                     7,469,410     12,408,875
 Myanmar                     11,688,808    7,554,647
 Singapore                   23,543        25,450
                             19,181,761    19,988,972

 

Non-current assets consist of plant and equipment, intangible assets and
right-of-use assets in the Group consolidated statement of financial position.

 

5        EMPLOYEE BENEFIT EXPENSES

 

                                                    FPE 2023   FPE 2022
                                                    US$        US$

 Wages, salaries and allowances*                    6,547,802  5,254,191
 Share-based compensation                           169,220    71,726
 Termination benefits                               13,461     35,806
 Staff insurance and medical expenses               145,412    125,750
 Staff accommodation and welfare                    162,910    145,367
 Others                                             110,613    25,462
                                                    7,149,418  5,658,302

       Total employee benefit expenses:
 -   Cost of services                               3,180,903  3,622,390
 -   Administrative and other operating expenses    3,968,515  2,035,912
                                                    7,149,418  5,658,302

            *Included in these expenses are Director fees and
remuneration.

 

6          FINANCE COST

 

                            FPE 2023  FPE 2022
                            US$       US$

 Interest expenses:
 - Lease liabilities        397,259   366,964
 - Loan from a shareholder  44,887    65,342
                            442,146   432,306

7         LOSS BEFORE INCOME TAX

 

In addition to the charges and credits disclosed elsewhere in the financial
statements, the loss before income tax includes the following
charges/(credits):

 

                                                FPE 2023   FPE 2022
                                                US$        US$

 Cost of services
 Academic expenses                              812,060    567,799
 Student enrolment and support fees             450,961    214,755
 Expenses relating to student instalment plans  146,135    165,204
 Depreciation expense                           50,019     104,278
 Security service expenses                      116,050    81,276
 Hotel related operating expenses               25,834     79,581
 Amortisation of right-of-use assets            39,957     58,522
 Amortisation of intangible assets              1,574      17,679
 Interest on lease liabilities                  1,195      5,141
 Travelling and transportation expenses         69,147     53,205

 Administrative and other operating expenses:
 Amortisation of right-of-use assets            1,342,388  1,291,832
 Amortisation of intangible assets              36,641     10,589
 Selling and marketing expenses                 1,217,905  857,522
 Professional fees                              152,991    322,316
 Depreciation expense                           321,168    101,228
 Lease expenses on:
 -  Short term lease expense                    146,614    124,525
 -  Lease concession((1))                       (46,307)   (80,745)
 Travelling and transportation expenses         152,991    81,296
 Foreign exchange (loss)/gain, net              386,886    121,198

((1) ) The lease concession is related to additional discounts received from
landlords (30-Sep-2022: due to the COVID-19 pandemic).

 

8        INCOME TAX EXPENSE

 

The corporate income tax rate applicable to the Company and its subsidiaries
in Singapore is 17% (6M'22: 17%). The Group has significant operations in
Myanmar and Vietnam, for which the applicable corporate income tax rates are
22% (6M'22: 25%) and 20% (6M'22: 20%), respectively.

 

Taxation for other jurisdictions is calculated at the rates prevailing in the
relevant jurisdictions.

 

The Group calculates the period income tax expense using the tax rate that
would be applicable to the expected total annual earnings of the respective
entities. The material components of the income tax expense in the condensed
interim consolidated statement of profit or loss are:

 

                                                            FPE 2023  FPE 2022
                                                            US$       US$
 Current income tax
 - Current year tax                                         −         (82,520)
 -  Under provision in respect of prior financial periods   −         −

 Deferred income tax
 -  current financial period                                −         −
 Total income tax credit recognised in profit or loss       −         (82,520)

 

9        PLANT AND EQUIPMENT

 

The changes in the net carrying amount of plant and equipment are summarised
below.

 

                                        FPE 2023   FPE 2022
                                        US$        US$
 Purchase of plant and equipment
 -  Computers and books                 298,098    125,122
 -  Furniture and fittings              65,816     14,663
 -  Leasehold improvements              207,787    2,921
 -  Construction-in-progress            186,827    451,463
                                        758,528    594,169

 Depreciation for the financial period  (371,187)  (205,506)

 

            Construction-in-progress mainly relates to leasehold
improvements / renovations for the (i) opening of three Kids&Us centres in
Vietnam, (ii) additional centres for Wall Street English and Auston in
Myanmar, (iii) refurbishments at Wall Street English Vietnam, and (iv) a new
corporate office for EXERA.

 

10      INTANGIBLE ASSETS

 

The carrying amounts of significant intangible assets allocated to the
respective cash generating units ("CGU") which have been grouped to the
following segments:

 

                       Education                                   Services
                       Myanmar               Vietnam               Myanmar
                       31-Mar-23  30-Sep-22  31-Mar-23  30-Sep-22  31-Mar-23  30-Sep-22
                       US$        US$        US$        US$        US$        US$

 Goodwill              −          −          4,775,925  4,734,832  1,438,990  1,438,990
 Area development and  222,265    195,798    241,797    256,355

   centre fees                                                     −          −

 

As of the reporting date, there are no new additions to intangible assets
except for the purchase of computer software licenses. Amortisation was
US$38,215 for 6M'23 vs. US$28,268 for 6M'22.

 

 

11      RIGHTS-OF-USE ASSETS

 

The changes in the net carrying amount of rights-of-use assets are summarised
below.

 

                                                  FPE 2023     FPE 2022
                                                  US$          US$

 Additions for the year                           318,554      1,425,137
 Amortisation for the six-month financial period  (1,382,345)  (1,350,354)

 

 

12      FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
("FVOCI")

 

                                                      As at         As at

                                                      31-Mar-2023   30-Sep-2022
                                                      US$           US$

 At beginning of financial period/year                157,062       314,125
 Fair value recognised in other comprehensive income  (80,774)      (157,063)
 At end of financial period/year                      76,288        157,062

 

Details of the investment are as follows:

 

 Quoted equity instrument
 - London Stock Exchange (AIM Market)  76,288  157,062

 

The Group designated the investment as quoted equity security to be measured
at fair value through other comprehensive income as at reporting date. The
Group intends to hold this investment for long-term capital appreciation as
well as strategic investment purposes.

 

The investment in a listed equity instrument has no fixed maturity date nor
coupon rate. The fair value of the equity instrument is based on the quoted
bid market price on the last trading day of the reporting period (Level 1).
The FVOCI are denominated in United States dollar as at reporting date.

 

 

13    TRADE AND OTHER RECEIVABLES

 

                                              As at         As at

                                              31-Mar-2023   30-Sep-2022
                                              US$           US$
 Current
 Trade receivables
 Third parties                                623,037       663,789
 Less: Loss allowances                        (6,187)       (15,453)
 Third parties, net                           616,850       648,336
 Accrued receivables                          81,337        6,913
 Total trade receivables                      698,187       655,249

 Other receivables
 Third parties((ii))                          −             280,327
 Less: Loss allowances                        −             (280,327)
                                              −             −
 Rental deposits                              56,725        77,619
 Prepayments for enrolment and support fees   611,577       333,229
 Sales tax                                    31,758        56,475
 Advances and other prepayments               630,349       506,393
 Total other receivables                      1,330,409     973,716
 Total trade and other receivables (current)  2,028,596     1,628,965

 Non−current
 Related party (Note 23)
 - trade                                      −             1,042,614
 - non-trade                                  5,435,151     4,256,996
 Less: Loss allowances                        (4,403,202)   (4,400,124)
                                              1,031,949     899,486
 Rental deposits                              439,819       545,296
 Prepayments for enrolment and support fees   29,998        97,719
 Total other receivables (non−current)        1,501,766     1,542,501

 Total trade and other receivables            3,530,362     3,171,466
 Less: Advances and prepayments               (1,271,924)   (937,341)
 Less: Sales tax                              (31,758)      (56,475)
 Add: Cash and cash equivalents (Note 14)     1,353,782     1,980,232
 Financial assets at amortised cost           3,580,462     4,157,882

 

Trade and other receivables

 

Trade receivables are non-interest bearing and are generally on 15 to 60 days
credit terms (30-Sep-2022: 15 to 60). They are measured at the original
invoice amount which represents their fair value on initial recognition.

 

Amounts due from subsidiaries and related parties are non−trade in nature,
unsecured, interest−free and are repayable on demand.

 

 

Expected credit loss allowances

 

i)       Trade receivables - Third party

 

In the previous financial year, a one-off loss allowance of US$15,453 was made
for a third-party trade debtor as the likelihood of recovery was remote.
During 6M'23, a loss allowance reversal of US$6,187 was recognised as the
Group successfully recovered a portion of the long outstanding receivables.

 

ii)      Other receivables - Third party

 

In the previous financial years, allowances for impairment of third-party
receivables of US$280,327 were made with respect to advances to the owners of
the hostels under management as two of the hostels under management
experienced continuous losses and recoverability is in doubt. These allowances
were written off in full during 6M'23 as the Group ceased to operate these
hostels.

 

iii)     Other receivables - Related party (non-current)

 

At 31 March 2023, the total carrying amount of non-current trade and non-trade
receivables due from a related party was US$1,031,949 (30-Sep-2022:
US$899,486). These trade and non-trade related party receivables are payments
made on behalf and advances for the managed operations of Wall Street English
and Auston in Myanmar. The loss allowance was made based on the financial
information of the related party and the expected repayment from the provision
of property management services to the Group.

 

The amounts due from a related party were classified as non-current based on
the expected settlement and recovery of the balances which falls more than
twelve months after the end of the reporting period.

 

 

14    CASH AND CASH EQUIVALENTS AND FIXED DEPOSITS

 

For the consolidated statement of cash flows, cash and cash equivalents
comprise the following at the end of the reporting date:

                                 As at         As at

                                 31-Mar-2023   30-Sep-2022
                                 US$           US$

 Cash at bank                    1,076,885     986,400
 Cash at financial institutions  20,226        47,980
 Cash on hand                    256,671       945,852
 Cash and cash equivalents       1,353,782     1,980,232

 

Cash at bank earns interest at floating rates based on daily bank deposit
rates. Cash and cash equivalents and fixed deposits are denominated in the
following currencies:

                       As at         As at

                       31-Mar-2023   30-Sep-2022
                       US$           US$
 United States Dollar  383,560       1,142,830
 Myanmar Kyat          676,460       430,909
 Vietnamese Dong       200,176       151,097
 Singapore Dollar      90,396        209,294
 Euro                  3,190         46,102
                       1,353,782     1,980,232

 

 

 

15    SHAREHOLDER LOANS (UNSECURED)

 

Below are the changes to shareholder loan balances (interest and principal)
arising from financing activities:

 

                                               Non−cash changes
             As at        Drawdown  Repayment  Subscription of convertible notes  Interest expense  As at

             1-Oct-2022   of loan   of loans                                                        31-Mar-2023
             US$          US$       US$        US$                                US$               US$

 Facility 1  1,500,000    −         −          −                                  44,877            1,544,877

 

 

                                                 Non−cash changes
             As at        Drawdown  Repayment    Subscription of convertible notes  Interest expense  As at

             1 Oct-2021   of loan   of loans                                                          30-Sep-2022
             US$          US$       US$          US$                                US$               US$

 Facility 1  3,151,576    250,000   (2,004,725)  −                                  103,149           1,500,000
 Facility 2  2,591,971    −         (104,712)    (2,500,000)                        12,741            −
             5,743,547    250,000   (2,109,437)  (2,500,000)                        115,890           1,500,000

 

(a)     Loan Facility 1

 

On 1 July 2019, the Group secured a loan facility up to US$3.0 million with
its largest corporate shareholder, Macan Pte Ltd ("MACAN") ("Loan Facility
1"). The Group has drawn down US$1.7 million as at the date of this report
(US$1.5 million as at 31 March 2023).

 

(b)     Loan Facility 2

 

On 23 March 2020, MACAN granted the Group an additional loan facility of up
to US$4.0 million ("Loan Facility 2").

 

On 20 October 2021, the Company entered into a loan re-organisation with MACAN
for the following:

 

i)    Subscribed to US$3.5 million Zero Coupon Convertible Notes (Note 19)
of the Company satisfied through cash consideration of US$1.0 million and the
conversion of Macan's Loan Facility 2 amounting to US$2.5 million; and

 

ii)   Terminated the Loan Facility 2 agreement with effect from 31 October
2021 subsequent to the repayment of all accrued interest under Loan Facility 2
on 31 October 2021.

 

These Loan Facilities bear semi−annual interest at 6% (30-Sep-2022: 6%) per
annum and are repayable on demand in full with all accrued interest, in any
case no later than 30 June 2024. As at reporting date, MACAN has indicated
that it will not demand repayment within the next twelve months from the
approval date (30 January 2023) of the Group audited financial statements for
the financial year ended 30 September 2022.

 

 

16    BANK LOAN (UNSECURED)

 

On 25 January 2022, the Group secured a short-term interest free bank loan
from the Vietnam Bank for Social Policies amounting to US$115,530. The loan
was denominated in Vietnamese Dong, repayable eleven months from the date of
disbursement of the loan with any overdue balance bearing interest of 12% per
annum. The loan was repaid in full in December 2022.

 

 

17     TRADE AND OTHER PAYABLES

 

                                                  As at         As at

                                                  31-Mar-2023   30-Sep-2022
                                                  US$           US$
 Trade payables
 Third parties                                    747,776       940,798
 Accrued enrolment expenses                       166,472       116,103
 Total trade payables                             914,248       1,056,901

 Other payables
 Third parties                                    511,096       59,162
 Accruals for suppliers, wages, others            1,525,103     1,742,902
 Advances and deposits from customers             1,680,829     735,513
 Sales tax                                        43,321        42,420
 Total other payables                             3,760,349     2,579,997

 Total trade and other payables                   4,674,597     3,636,898
 Add: Lease liabilities                           10,399,660    11,104,423
 Add: Shareholder loans (Note 15)                 1,544,877     1,500,000
 Add: Bank loans (Note 16)                        -             115,530
 Less: Sales tax                                  (43,321)      (42,420)
 Financial liabilities carried at amortised cost  16,575,813    16,314,431

 

Trade amounts due to third parties are unsecured, non-interest bearing and are
on 15 to 45 day credit terms (30-Sep-2022: 15 to 45).

 

The non-trade amounts due to third parties and a related party are unsecured,
interest−free and repayable on demand.

 

 

 

18    SHARE CAPITAL

 

                                        As at         As at         As at         As at

                                        31-Mar-2023   30-Sep-2022   31-Mar-2023   30-Sep-2022
                                        Number of shares            US$
 Issued and fully paid

     ordinary shares:

 At beginning of financial period/year  2,925,920     2,845,920                   20,799,638

                                                                    21,439,638
 Shares issued during the               40,000        80,000                      640,000

    financial period/year                                           200,000
 At end of financial period/year        2,965,920     2,925,920     21,639,638    21,439,638

At beginning of financial period/year

2,925,920

2,845,920

 

21,439,638

20,799,638

Shares issued during the

   financial period/year

40,000

80,000

 

200,000

640,000

At end of financial period/year

2,965,920

2,925,920

21,639,638

21,439,638

 

On 13 December 2021, the Company issued 80,000 ordinary shares at US$8.00 per
share (being the closing bid price of the Company's ordinary shares as at date
of issuance) in lieu of payment for accrued employee bonuses of US$640,000.
The accrued employee bonuses are with respect to employment services rendered
for the financial year ended 30 September 2021.

 

In the current financial period, on 1 February 2023, the Company issued 40,000
ordinary shares at US$5.00 per share (being the closing bid price of the
Company's ordinary shares as at 31 January 2023) in lieu of payment for
accrued employee bonuses of US$200,000. The accrued employee bonuses are with
respect to employment services rendered for the financial year ended 30
September 2022.

 

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.

 

The Company did not declare any dividends during 6M'23 nor the preceding
financial year ended 30 September 2022.

 

19    CONVERTIBLE NOTES

 

 

                                                    As at         As at

                                                    31-Mar-2023   30-Sep-2022
                                                    US$           US$

 At beginning of financial period/year              5,730,000     −
 Issued and paid during the financial period/year:
 -    Cash                                          −             3,230,000
 -    Shareholder loans (Note 15)                   −             2,500,000
 At end of financial period/year                    5,730,000     5,730,000

 

The Group launched a Convertible Notes Programme to raise up to US$10 million
for working capital and future investments. The convertible notes ("CN")
holders had an option to subscribe to either (i) a 10% coupon ("10% Coupon
Convertible Notes") or (ii) a zero−coupon ("Zero Coupon Convertible Notes").
The proceeds from the convertible notes were limited to 50% for activities in
Myanmar and rank pari passu to all present and future unsecured obligations.

 

The CNs are mandatorily convertible at the date falling on the earlier of the
maturity date (30 October 2024) or when the Qualifying Event is satisfied
("Conversion Date"). On the Conversion Date, the CNs are converted based on
the stipulated conversion price and are paid in full to the note holders
(interest and principal) through the issuance of ordinary shares of the
Company.

 

Convertible notes were issued on 1 November 2021 and the Group's existing
shareholders have subscribed US$5,730,000 comprising:

 

i)   Zero−Coupon Convertible Notes of US$5.23 million (including
subscription by MACAN amounting to US$3.5 million, of which US$1.0 million was
in cash and the rest was from conversion of a loan from MACAN, as detailed in
Note 15 of the financial statements); and

 

ii)  10% Coupon Convertible Notes amounting to US$0.5 million.

 

Both the Zero-Coupon and 10% Coupon Convertible Notes met the established
criteria and the entire amount was recognised within equity. The convertible
notes are denominated in United States dollars.

 

The salient features of the convertible notes are as follows:

 

 Type                           Zero-Coupon Convertible Notes                                   10% Coupon Convertible Notes
 Maturity                       30 October 2024                                                 30 October 2024
 Coupon                         Zero-coupon                                                     10% annually
 Conversion price               The higher of:                                                  The higher of:

                                (i)  the Floor Subscription Price; and                          (i)  US$15.00 per Share; and

                                (ii) the Discounted Subscription Price.                         (ii) 90% of the subscription price per Share for a Qualifying Event
 Discount                       Between 2.0% and 20.5% based on conversion schedule             10% vs. subscription price for a Qualifying Event
 Floor conversion price         US$11.9 per share (based on the maximum discount listed above)  US$15.0 per share
 Conversion date                The date falling on the earlier of:                             The date falling on the earlier of:

                                (i)  the Maturity Date; and                                     (i)  the Maturity Date; and

                                (ii) the Qualifying Event.                                      (ii) the Qualifying Event.
 Qualifying event               Share issuance in excess of                                     Share issuance in excess of

                                US$5 million                                                    US$5 million
 Use of proceeds                Development of business                                         Development of business

                                Working capital                                                 Working capital
 Limitation to use of proceeds  Max. 50% of the proceeds for activities in Myanmar              Max. 50% of the proceeds for activities in Myanmar
 Rank                           Pari passu to all present and future unsecured obligations      Pari passu to all present and future unsecured obligations

 

20    NON-CONTROLLING INTERESTS

 

On 7 February 2022, the Company acquired 3,000 ordinary shares from the
non-controlling interest of MS Auston Pte. Ltd. for a cash consideration of
US$1.00. The carrying value of the net liabilities of the subsidiary company,
MS Auston Pte Ltd as at the date of acquisition was US$279,693 and the
carrying value of the additional equity interest of 30% acquired was
US$83,908. The difference of US$83,909 between the consideration and the
carrying value of additional interest acquired resulted in a premium paid on
acquisition of non-controlling interests recognised directly in equity
reserve.

 

 

21    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:

 

                                                     FPE 2023     FPE 2022
 Numerator
 Loss for the financial period attributable to the
    owners of the parent (US$)                       (2,252,736)  (2,549,665)

 Denominator
 Weighted average number of ordinary shares for the
    purposes of basic and diluted loss per share     2,939,035    2,895,319

 Loss per share (US$)
 Basic and diluted                                   (0.77)       (0.88)

 

In the current and previous financial period, diluted loss per share is the
same as the basic loss per share because the dilutive potential arising from
ordinary shares to be exercised are anti-dilutive as the effect of the shares'
conversion would be to decrease the loss per share. Accordingly, the dilutive
effect arising from the dilutive share options and full conversion of
convertible notes into ordinary shares are not considered.

 

22    COMMITMENTS

 

As at the reporting date, commitments in respect of capital expenditures are
as detailed below:

 

                                                        FPE 2023  FPE 2022
                                                        US$       US$

 Capital expenditures contracted but not provided for:
 - Property, plant and equipment                        353,000   115,000

 

 

23    SIGNIFICANT RELATED PARTY TRANSACTIONS

 

For 6M'23, 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:

 

                                   FPE 2023  FPE 2022
                                   US$       US$

 With related parties*:
 - Management fees                 14,177    63,881
 - Technical support service fees  −         120,820

 With a Director of the

 subsidiaries:
 - Professional fees               21,000    54,000

 

*Related parties refer to entities where a director of the subsidiaries have
beneficial interests.

 

 

24    FAIR VALUE MEASUREMENT

 

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 advances,
prepayments, sales tax, amounts due from a related party), 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 values.

 

The carrying amount of the non−current loans due to a shareholder
approximates their fair value as the fixed interest rate approximates market
interest rates for such liabilities.

 

The non-current receivables due from a related party (Note 13) amounting to
US$1,031,949 (30-Sep-2022: US$899,486) have an estimated fair value of
US$1,031,949 (30-Sep-2022: US$899,486) and are measured according to Level 2
of the fair valuation hierarchy. The fair value of the amount due from a
related party is determined based on the discounted cash flow method, taking
into consideration the estimated duration required for the related party to
repay and the market interest rate used for discounting to present value.

 

 

The carrying amount of non-current receivables and non-current rental deposits
approximates their fair value due to insignificant effects of discounting.

 

Financial instruments measured at fair value

 

The financial instruments, as disclosed in Note 12 to the financial statements
included in Level 1 of the fair value hierarchy, are traded in active markets
and their fair value is based on quoted market prices at the reporting date.

 

There were no transfers between levels during the financial period.

 

There have been no changes in the valuation techniques of the various classes
of financial instruments during the financial period.

 

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