REG - Asia Strategic Ltd - Interim results for six months ended 31 March 2025
10/06/2025 07:00
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RNS Number : 0918M Asia Strategic Holdings Limited 10 June 2025
10 June 2025
Asia Strategic Holdings Ltd.
("Asia Strategic", the "Group" or the "Company")
Interim results for the six months ended 31 March 2025
The Board of Asia Strategic Holdings Ltd. (LSE: ASIA), an independent
developer and operator of consumer businesses in Emerging Asia, is pleased to
announce its unaudited interim results for the period ended 31 March 2025
("6M25").
Financial Highlights
All dates for the reporting period refer to the six-month financial period
from 1 October 2024 to 31 March 2025 ("6M25") and the Group's financial year
ended 30 September 2024 ("FY24"), unless otherwise stated. The comparative
six-month financial period from 1 October 2023 to 31 March 2024 is referred to
as "6M24".
The year-on-year ("YOY") growth or decline refers to any change that occurred
between 6M25 and 6M24, or equivalent periods of one year, as applicable.
All figures are reported in United States Dollars ("$"), unless otherwise
specified.
· Group revenue increased by 11% YOY to $16.0 million in 6M25 (6M24:
$14.4 million). The Education division accounted for 79% of revenue (6M24:
76%), while Services contributed 21% (6M24: 24%). Key revenue drivers include:
- a 27% increase in Myanmar's Education division (6M24: 42%) driven by
contributions from new businesses and the growth of existing operations;
- a 2% decline in Services division (6M24: positive 33%), primarily
due to a non-recurring high-value technology project in FY24 and the loss of
two large contracts, which offset gains from new local client acquisitions and
upselling of new products; and
- a 4% decline in Vietnam's Education division (6M24: positive 3%)
driven by weaker commercial performance at Wall Street English Vietnam,
partially offset by growth at Kids&Us Vietnam.
· Group gross profit increased 13% YOY to $9.4 million in 6M25 (6M24:
$8.3 million), with the Education division contributing 94% (6M24: 90%) and
the Services division 6% (6M24: 10%). Efficiency gains from maturing schools
led to an increase in the Education division's gross margin to 70% (6M24:
68%), partially offset by a decline in the Services division's gross margin to
18% (6M24: 24%) in absence of the delivery of the one-off high-value
technology project in 6M25.
· The Group recorded a net loss of $3.7 million in 6M25 (6M24: $2.6
million loss), primarily due to foreign exchange losses and $0.5 million
write-offs of certain fixed assets at schools in Mandalay, following the
devastating earthquake in northern and central Myanmar in late March.
· Adjusted net losses - excluding the write-off of fixed assets in
Mandalay, and losses from recently launched businesses ($1.0 million)
including Kids&Us, Logiscool, and EXERA Vietnam - were $2.2 million (6M24:
$1.8 million loss). Contributing factors included: i) a $1.3 million foreign
exchange loss (6M24: $0.6 million loss) due to currency volatility in key
markets; and ii) an increase in marketing expenses to $1.7 million (6M24: $1.5
million) mainly linked to increased competition and lower marketing yields in
Vietnam. Wall Street English Vietnam continues to underperform amid changing
market preferences, leading to the decision to close two legacy schools in
6M25 as part of a downsizing effort to control costs.
· Group adjusted EBITDA losses amounted to $0.3 million in 6M25 (6M24:
$0.1 million profit). Continued losses at businesses launched in the last two
and a half years, coupled with weak results at Wall Street English Vietnam,
outweighed gains made at stabilised businesses.
· On 31 March 2025, deferred revenue, representing cash received in
advance of service delivery, was $14.8 million, of which $13.2 million was
current (30 September 2024: $12.5 million), and $1.6 million was non-current
(30 September 2024: $2.0 million).
· The Group reported positive operating cash flow of $2.1 million (6M24:
$0.7 million) as a result of working capital optimisation and cost control
efforts across all business units. If repayment of lease liabilities
(including principal and interest) were considered, the Group would have
recorded a positive cash flow of $0.3 million (6M24: negative $0.7 million).
Strategic adjustments for FY25 include a more selective and standardised
approach to school expansion, drawing on the Group's experience in identifying
efficient school models across its franchised businesses. This includes a
streamlined site selection process and optimised space utilisation with leaner
team structures that hasten the time to profitability for new schools. These
efforts are supported by stabilisation initiatives at Wall Street English
Vietnam and growth acceleration at Auston and Yangon American.
· The Group reduced cash flows for investments to $0.6 million in 6M25
(6M24: $1.2 million). Of this, $0.2 million was allocated to minor renovation
and maintenance works across businesses, including the renovation for the
opening of a new school in Myanmar, while the remaining $0.4 million
represented advance payments on existing school lease agreements.
· The Group maintained a $4.5 million loan facility (the "Loan Facility")
with MACAN, the Group's largest shareholder, drawing $45,000 during 6M25. As
of the report date, $0.8 million facility remains available.
Operational Highlights
Education
· Revenue from Education businesses increased 15% YOY to $12.6 million in
6M25 (6M24: $10.9 million).
· At 31 March 2025, deferred revenue from Education businesses,
representing cash received in advance of service delivery, comprised:
- Current: $12.9 million (30 September 2024: $12.1 million).
- Non-Current: $1.6 million (30 September 2024: $2.0 million).
· The Education division operates across Vietnam and Myanmar with the
following products:
Vietnam
(i) Wall Street English - English language education for adults.
(ii) Kids&Us - English language education for children and teens.
(iii) Logiscool - Coding education for children and teens.
Myanmar
(i) Wall Street English - English language education for adults.
(ii) Kids&Us - English language education for children and teens.
(iii) Logiscool - Coding education for children and teens.
(iv) Yangon American International School ("Yangon American") - K-12
international school.
(v) Auston - Tertiary education.
The number of schools and students at the end of each period were:
Number of Schools Number of Students
31 Mar 30 Sep 31 Mar 31 Mar 30 Sep 31 Mar
2025
2024
2024
2025
2024
2024
Vietnam 15 17 15 4,530 4,300 4,220
Wall Street English 7(1) 9 8 3,450 3,450 3,640
Kids&Us 6 6 5 970 770 570
Logiscool 2 2 2 110 80 10
Myanmar 17 16 14 5,380 5,030 4,930
Wall Street English 6(2) 6 6 3,170 3,260 3,560
Kids&Us 3 3 3 490 480 290
Logiscool 4(2) 3 1 620 320 70
Yangon American 2(2) 2 2 180 150 120
Auston 2(2) 2 2 920 820 890
Group 32 33 29 9,910 9,330 9,150
(1) Wall Street English Vietnam closed two (2) underperforming legacy schools
in November 2024 and February 2025, respectively.
(2) The four (4) Mandalay schools of Wall Street English, Logiscool and Auston
are temporarily closed due to the earthquake that struck Mandalay. Courses are
being delivered online whenever possible, and temporary facilities shall be
re-established in June 2025.
Vietnam
The number of students increased by 5% compared to 30 September 2024 driven by
growth at Kids&Us Vietnam.
· Wall Street English Vietnam: The number of students was flat as
commercial performance lagged. In response to a shift toward online
preferences, the Group adjusted staffing, restructured service teams,
downsized space, closed two underperforming schools, and recalibrated its
commercial strategy.
· Kids&Us Vietnam: Growth continues with financial and operational
metrics largely meeting expectations. The number of students is increasing
with greater operational efficiency and improving unit economics. The Group
advanced its growth agenda by refining its site selection strategy, focusing
on smaller spaces, while enhancing service team efficiency to maximise class
sizes, optimise space utilisation, and improve margins.
· Logiscool Vietnam: Growth was slower in 6M25, driven by subdued sales
with schools in secondary locations. However, with new sites secured in more
central areas and focus from management, performance is expected to improve in
the second half of FY25.
Myanmar
The number of students increased by 7% compared to 30 September 2024 driven by
growth across all brands except Wall Street English Myanmar. Market risks and
foreign exchange volatility still pose potential challenges to margins going
forward.
· Wall Street English Myanmar: Price increases, implemented to hedge
against market risks, helped offset the decline in student numbers. In
response to market pressures, the team reduced dollar-based costs and
introduced more competitive pricing to better position the brand.
Affordability and increased emigration remain key concerns. The earthquake in
Myanmar shall further impact performance in the near term, both directly, as
two schools remain closed pending restoration works in Mandalay, and
indirectly, as disposable income and discretionary spending may be hampered.
· Kids&Us Myanmar: The business remained resilient despite uneven
growth in 6M25, driven by management changes and ongoing efforts to stabilise
student retention. With new leadership in place, the business is on an upward
trajectory, supported by robust demand for early childhood English education
that is credible globally. Affordability pressures were less pronounced in
this segment.
· Logiscool Myanmar: Robust student acquisition continued in 6M25, with
the strongest student growth rate across the Group's franchised businesses.
The commercial success was driven by an experienced commercial team, strong
product in the market, and limited competition. A larger, mixed-class model,
lean staffing, and a fully cloud-based platform also enabled strong delivery
efficiency and supported rapid, scalable growth.
· Yangon American: Stronger student acquisition, and improved retention,
coupled with fewer macroeconomic disruptions, allowed the school to stabilise
and grow its student base. A key milestone in 6M25 was the confirmation of a
new site in central Yangon for use as a secondary school, pending final
regulatory approval. The site's location offers functional advantages,
including improved accessibility and safety, while freeing up space at the
current elementary campus to expand lower grades capacity.
· Auston: Renewed instability among younger demographics, following
further announcements around the military conscription law, has weighed on
student enrolments in early 2025. Nonetheless, the student base grew by 12%
compared to 30 September 2024. The earthquake in Mandalay in late March 2025
is expected to further weigh on sentiment and enrolments in the near term.
Despite these challenges, the underlying demand for quality tertiary education
remains robust given the limited options available locally. The Group remains
focused on strengthening its management team and building academic
partnerships to navigate through this challenging period.
Services
· Revenue from Services businesses decreased 2% YOY to $3.4 million in
6M25 (6M24: $3.5 million).
· At 31 March 2025, current deferred revenue from Services businesses,
representing cash received in advance of service delivery, was $0.3 million
(30 September 2024: $0.3 million).
· The Services division consists of the following:
Vietnam
(i) EXERA Vietnam - Integrated facility management.
· EXERA Vietnam: In FY24, the Group established EXERA Vietnam as an
integrated facility management company to serve both internal and external
customers. It remains an early-stage start-up.
Myanmar
(i) EXERA Myanmar - Integrated risk management services.
(ii) Ostello Bello - Boutique hostels.
· EXERA Myanmar: As of 31 March 2025, ca. 1,670 security officers were
employed (30 September 2024: ca. 1,700) across ca. 220 sites in Myanmar (30
September 2024: ca. 230 sites). The result was driven by the new acquisition
of local customers and expanded services to the existing network, offset by
the loss of high-value contracts in an increasingly price-sensitive market. In
FY24, EXERA delivered a high-value technology project that is non-recurring in
nature, impacting comparisons.
· Ostello Bello: Operates boutique hostels with ca. 130 beds and ca. 40
rooms across two locations in Bagan and Mandalay. Occupancy rates improved
slightly, mainly driven by locals, although the sector remains subdued due to
a low number of inbound international tourists. Ostello Bello Mandalay was
severely impacted by the earthquake in Mandalay and is temporarily closed,
pending a full assessment of the extensive damage. The hostel did not generate
a management fee in 6M25 (6M24: same). Therefore, there is no impact on the
Group's revenue.
SIGNIFICANT AND SUBSEQUENT EVENTS
1) Impact of the Myanmar earthquake and business continuity
On 28 March 2025, a 7.7 magnitude earthquake struck central Myanmar, prompting
the National Disaster Management Committee to declare a State of Emergency
across the affected regions, including Sagaing, Mandalay, Magway, Bago, and
northeastern Shan State. The earthquake caused widespread disruption to
electricity and internet connectivity, with full restoration still pending. In
response, several countries, including China, India, the United States and
various ASEAN and European nations, have extended financial aid and
humanitarian relief.
Based on preliminary assessments, the World Bank estimates that the total
economic damages from the earthquake are equivalent to over $11 billion, or
around 14% of Myanmar's GDP. The International Labour Organization ("ILO")
estimates that 3.5 million workers were employed in the areas impacted by the
disaster. Furthermore, it is estimated that over 3,500 people lost their
lives, more than 200,000 were displaced, and 2 million people required
critical humanitarian assistance, as the earthquake severely disrupted
essential services such as electricity, communications, water supply, and
sanitation.
While the earthquake had a negligible impact on the Group's corporate offices
and operations in Yangon, the premises of Wall Street English, Logiscool,
Auston, and Ostello Bello in Mandalay were significantly affected and are
temporarily closed. However, no casualties or serious injuries were reported
as a result of the damage to our schools, hostel, and offices.
The Group is closely monitoring the situation and working to resume operations
promptly. As its English language and coding programmes are fully deliverable
online, operational disruption has been limited. For affected students without
internet and/or electricity access, the Group introduced support measures such
as study breaks and course extensions.
Initial assessments confirmed that the buildings are structurally safe, but
extensive repairs are necessary. As a result, the Group has written off the
carrying amounts of leasehold improvements and furniture & fittings for
these sites, totaling $0.5 million, as disclosed in Notes 7 and 9 of the
financial statements.
2) Safeguarding communities through earthquake response and recovery efforts
In response to the earthquake, the Group promptly provided emergency relief
support - including shelter, food, water, and relocation - to affected
employees and stakeholders. Additionally, the Group donated ca. $30,000
through the European Chamber of Commerce, which is actively working with
trusted humanitarian partners to deliver urgent aid.
To support longer-term community rehabilitation, the Group established an
Earthquake Relief Fund, initially seeded with ca. $31,000 from key management.
Staff across the organisation were also encouraged to contribute. The fund is
designed to provide targeted assistance to both affected employees and broader
community relief efforts.
Meanwhile, the Group's integrated risk management business, EXERA, continues
to play a critical role in supporting on-the-ground operations in Mandalay.
EXERA teams are delivering essential services - including site security,
secure transportation, and emergency response management - to ensure the
effective and safe distribution of humanitarian aid.
The Group is also actively assessing the structural damage sustained by its
school premises and is committed to ensuring the highest safety standards
before resuming operations.
Asia Strategic Holdings remains committed to navigating these challenges with
resilience, prioritising the safety of its stakeholders, ensuring business
continuity, and contributing meaningfully to recovery efforts in the affected
areas.
3) Global macroeconomic and geopolitical uncertainties
In April 2025, the United States unveiled a new geopolitical and economic
strategy, imposing sweeping tariffs on imports from over 100 countries.
Vietnam and Myanmar were among the most heavily affected, facing tariffs of
46% and 44%, respectively. Vietnam, a key player in the "China-plus-one"
strategy, has been a major beneficiary of Western supply chain diversification
away from China, making it particularly vulnerable to these measures.
In response, several central banks in Emerging Asia with their deep
integration to the global supply chain, are considering policy measures
similar to those used during the pandemic, such as currency weakening and
interest rate cuts, to cushion their economies. China has also signalled
readiness to introduce targeted stimulus.
In light of growing global pressure, the US later announced a 90-day
suspension of select tariffs to allow for bilateral negotiations, including
potential commitments to purchase US goods or localise manufacturing. The US
reduced its tariff rate on Chinese goods from as high as 145% to 30%, while
China lowered its rate on US goods from 125% to 10%. Despite this temporary
relief, uncertainty persists, with both nations expressing concerns over the
long-term implications of the trade measures.
While the Group has no direct exposure to the US and the immediate impact of
these tariffs is limited, it remains alert to second-order effects,
particularly on consumer confidence and disposable income. The Group is
closely monitoring the situation, optimising operations, and exercising
prudence in capital expenditure planning.
4) Convertible Note Programme
Details of the updated Convertible Note Programme are as disclosed in Note 17
to the financial statements.
COUNTRY ECONOMIC UPDATES
The Asian Development Bank ("ADB") projects GDP growth in developing Asia at
4.9% in 2025, with inflation expected to reach 2.9% as persistent supply
disruptions continue to drive up food and fuel prices.
Vietnam
· According to the General Statistics Office of Vietnam ("GSO"), GDP
growth of Vietnam finished strong at 7.6% YOY in 4Q24 and 7.1% for the year
2024, exhibiting strong economic fundamentals and a long-term positive
outlook, laying foundation for an ambitious target of 8.0% YOY GDP growth for
the year 2025. Average CPI for 1H24 increased by 3.6% YOY, meeting the target
set by the National Assembly, while core CPI rose by 2.7%. Key inflation
drivers included rising costs in F&B, housing, utilities, pharmaceuticals,
healthcare, education and transportation.
· The Vietnamese Dong came under pressure in 2024, ending the year 4.3%
weaker, according to the State Bank of Vietnam ("SBV"). The SBV took an active
approach to stabilising the currency, deploying a mix of tightening and
loosening measures throughout the year. These included reactivating T-bill
issuance, withdrawing $6.9 billion from the economy, raising bond yields, and
later injecting $0.4 billion into circulation. With foreign reserves exceeding
$100 billion, the SBV retains ample capacity for further intervention if
needed.
· Vietnam's exports in 2024 are estimated to have grown 14% YOY to $406
billion, while imports increased 17% YoY to $381 billion, resulting in a $25
billion trade surplus, according to the GSO. Notably, Vietnam's trade surplus
with the US reached $105 billion-a 26% YOY rise. This persistent surplus into
1Q25 suggests Vietnamese exports are highly sensitive to U.S. reciprocal
tariffs. Without a favourable resolution to ongoing trade negotiations,
Vietnam's GDP growth faces considerable downside risk as duties may hinder
export performance.
· Vietnam's industrial manufacturing saw strong growth in 2024, with the
Index of Industrial Production rising 8% YOY, according to the GSO. However,
the S&P Global Vietnam Manufacturing PMI fell slightly to 49.8 in
December, reflecting slower output and new orders, and lower business
confidence amid global instability.
· According to the GSO, public investment disbursement from the State
budget reached ca. $27 billion in 2024, or 85% of the planned budget. The
government has allocated ca. $35 billion in 2025, representing a 32% YOY
increase, aiming to support the GDP growth target. Foreign Direct Investment
("FDI") attraction and disbursement remained strong despite global trade
contraction. Although total registered FDI in 2024 dipped slightly by 3% YOY
to $38 billion, FDI disbursement reached a five-year high of $25 billion, up
9% YOY, underscoring Vietnam's continued appeal to foreign investors.
· Over the past two decades, Vietnam has evolved from a low-income to a
lower-upper-income country, increasing its prominence in the global economic
value chain. According to the early-2025 report of GSO, Vietnam's GDP per
capita at current prices in 2024 was estimated at $4,700 - reaching the World
Bank's upper-middle-income segment (from $4,466 to $13,845).
· With a population of 101 million in 2024 and a median age of 32.9 years
old, Vietnam is the third most populous country in Southeast Asia, after
Indonesia (281.6 million) and the Philippines (113.2 million) according to the
International Monetary Fund ("IMF"). The population is projected to grow
steadily, reaching 104.5 million by 2030. Vietnam's Human Development Index
("HDI") rose from 0.493 in 1990 to 0.726 in 2022, ranking 4(th) in ASEAN and
107(th) globally among 193 countries and territories. According to the EF
English Proficiency Index ("EF EPI") in 2024, Vietnam was still classified as
"Low proficiency".
· GSO reported that Vietnam's workforce grew to 53 million people for the
year 2024. The large and low-cost labour force, coupled with a stable and
favorable macro environment, has made Vietnam an attractive hub for foreign
investment. It is particularly appealing to global manufacturers looking to
diversify and de-risk their value chain.
Myanmar
The years stated below refer to the Myanmar fiscal year, which runs from 1
April to 31 March unless otherwise stated.
· Myanmar's economy remained stagnant in 2024, with GDP contracting by
0.7% according to the ADB, with a modest recovery of 1.1% GDP Growth
forecasted for 2025. The industrial and services sectors also contracted
slightly, by 0.1% and 0.5% respectively.
· Inflationary pressures persisted in 2024, with average annual inflation
rising to 27.8% due to reduced agricultural output following Typhoon Yagi and
flooding. Underlying infrastructure and supply chain issues are expected to
continue driving inflation higher, with a 2025 forecast of 29.3% by the ADB.
These challenges, already present before the March 2025 earthquake, may now be
further compounded by its widespread impact.
· According to ADB, Myanmar's fiscal outlook remains challenging, with a
projected narrowing of the current account deficit to 2.0% of GDP in 2025
(down from 2.2% in 2024), driven by sluggish economic growth and weak
investment, limiting imports. However, the fiscal deficit is expected to
remain high at 5.5% of GDP in 2025 and 5.6% in 2026, as planned expenditures
increase while revenues remain subdued due to ongoing economic difficulties.
FDI currently stands at $223 million in 1H25, which is only 0.3% of GDP
compared to 0.6% in 1H24.
· According to the World Bank Myanmar Economic Monitor, Myanmar's imports
dropped 11% YOY in the 1H25, while exports rose 3%, resulting in a trade
surplus of $354 million. The decline in imports was driven by government
restrictions, conflict-related trade disruptions, and the depreciation of the
Myanmar Kyat, all contributing to higher costs and supply-constrained
inflation. While weakening domestic demand occasionally created a sense of
near equilibrium, the economy remains fundamentally inflationary.
· From September to December 2024, the Central Bank of Myanmar sold $152
million, Thai Baht ("THB") 165 million, and Chinese Yuan ("CNY") 30 million to
support fuel and edible oil imports. Combined with declining import volumes,
these measures helped stabilise market rates. However, volatility is expected
to persist, particularly heading into the monsoon season and in the aftermath
of the earthquake, amid inflows of international aid and the ceasefire
agreements near Thai and Chinese borders.
· Myanmar faces persistent infrastructure challenges, worsened by a
slowdown in FDI and limited international assistance. Stable electricity
remains a critical constraint, with frequent power cuts during the dry season
due to heavy reliance on hydropower, disrupting productivity and raising costs
for alternative energy. Approximately 80% of natural gas production is tied up
in long-term export contracts with neighbouring countries.
· Political uncertainty, including the introduction of conscription and
rising internal displacement, continue to destabilise the labour market,
hinder economic recovery, and shift consumer behaviour. Coupled with
inflationary pressures, these factors have led to a significant rise in price
sensitivity across the population.
· According to the ILO's Myanmar Labour Market Update 2023, Myanmar's
employment-to-population ratio recovered to 54.5%. However, conditions remain
dire in conflict-affected areas, with the World Bank Myanmar Economic Monitor
estimating 6% of the population, 3.6 million people, were internally displaced
as of October 2024.
· Despite these challenges, ADB estimates per capita GDP will grow by
0.4% in 2025, marking a recovery from negative 1.5% in 2024. Meanwhile, the
World Bank's State of Education in Myanmar report noted a significant rise in
household spending on private tutoring in 2023, as families sought to support
their children's education amid uncertain times - a trend expected to remain
stable.
Enrico Cesenni (OSI), Chief Executive Officer of Asia Strategic, commented:
"The tragic earthquake that struck northern and central Myanmar in March 2025
deeply impacted over two million lives. While our Group's direct exposure to
Mandalay is limited, we recognise the broader national impact and our
responsibility to support affected communities. In response, we mobilised both
financial and human resources to assist our employees and partnered with
organisations providing on-the-ground relief."
During 6M25, revenues reached a record $16.0 million, driven by 15% YOY growth
in our Education segment. This reflects the Group's strong performance and
sustained demand in both Vietnam and Myanmar. Gross profit rose to $9.4
million, with margins improving to 59% (6M24: $8.3 million, 58%), supported by
improved utilisation, larger class sizes, and continued operational
efficiencies.
In line with our commitment to financial discipline, we made the difficult but
necessary decision to close two underperforming schools, allowing us to
preserve capital and sharpen our strategic focus.
We remain committed to long-term value creation and believe strongly in the
potential of Emerging Asia. On behalf of the Board, I thank our shareholders
for their continued trust and extend heartfelt appreciation to the Asia
Strategic team for their resilience and dedication, especially in the wake of
the Mandalay earthquake. Together, we are navigating challenges and building
enduring value for the communities we serve."
For more information, please visit asia-strategic.com
(https://asia-strategic.com/) or contact:
Asia Strategic Holdings Ltd.
Richard Greer, Independent Non-Executive Chairman richard@asia-strategic.com (mailto:richard@asia-strategic.com)
Enrico Cesenni (OSI), Founder and CEO enrico@asia-strategic.com (mailto:enrico@asia-strategic.com)
Allenby Capital Limited (Broker) +44 (0)20 3328 5656
Nick Athanas
Nick Naylor
Lauren Wright
Yellow Jersey PR (Financial PR) +44 (0) 20 3004 9512
Shivantha Thambirajah
Bessie Elliot
Notes to editors
Asia Strategic Holdings Ltd. (LSE: ASIA) is an independent developer and
operator of consumer businesses focused on Education and Services in Emerging
Asia, specifically Vietnam and Myanmar, two of the world's fastest-growing
economies.
Education Division: The Group operates a diverse portfolio of education
brands, encompassing English language learning, coding, K-12 international
education, and tertiary education. As of 31 March 2025, the Education division
consisted of 32 schools, serving 9,910 students.
Wall Street English
· Exclusive franchising agreement since 2016 (Myanmar) and 2020
(Vietnam).
· Vietnam: seven schools serving 3,450 students.
· Myanmar: six schools serving 3,170 students.
Kids&Us
· Exclusive franchising agreement since 2022.
· Vietnam: six schools serving 970 students.
· Myanmar: three schools serving 490 students.
Logiscool
· Exclusive franchising agreement since 2023.
· Vietnam: two schools serving 110 students.
· Myanmar: four schools serving 620 students.
Yangon American International School
· Established in 2019 as an authorised International Baccalaureate
("IB") Primary Years Programme ("PYP") school.
· Candidate for IB Middle Years Programme ("MYP") authorisation and
Western Association of Schools and Colleges ("WASC") accreditation.
· Offers up to eighth grade (2024/25 academic year) with 180 students.
Auston
· Partnerships with Auston Institute of Management (Singapore) and
Liverpool John Moores University (UK) to offer internationally recognised
engineering and IT diplomas and degrees.
· Two campuses in Yangon and Mandalay.
· Yangon: 690 students enrolled as of 31 March 2025.
· Mandalay: 230 students enrolled as of 31 March 2025.
Services Division
EXERA
· Acquired in 2018, provides integrated risk management, asset
protection, secure logistics, safety services, and facility management
services to both international and local clients in Myanmar. Expanded into
Vietnam in 2024, offering facility management services.
· Vietnam: Facility management operations launched in FY24.
· Myanmar: ca. 1,670 security officers and ca. 220 customer sites as of
31 March 2025.
Ostello Bello
· Operates boutique hotels in Myanmar's key tourist destinations of
Bagan and Mandalay with ca. 40 rooms and ca. 130 beds.
Asia Strategic Holdings utilises an asset-light strategy to scale its
operations and capitalises on emerging opportunities in Vietnam and Myanmar.
To receive news alerts on Asia Strategic Holdings, please sign up here under
the 'RNS' header: https://asia-strategic.com/investor-relations/
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OPERATIONAL REVIEW
EDUCATION
The Group's objective for its Education division is to become a leading
operator and retailer of tech-enabled education services in Emerging Asia.
Revenue from Education businesses increased 15% YOY to $12.6 million in 6M25
(6M24: $10.9 million).
At 31 March 2025, deferred revenue from Education businesses, representing
cash received in advance of service delivery, was:
- Current: $12.9 million (30 September 2024: $12.1 million)
- Non-Current: $1.6 million (30 September 2024: $2.0 million)
Within its Education division, the Group provides educational products for
children, teens, and adults through five brands across Vietnam and Myanmar.
Franchised Brands
Wall Street English is a leading English language education provider for
adults with over 120,000 students in more than 30 countries. The flexible and
integrated blended learning solution is offered online or through a hybrid
online/in-centre approach.
Kids&Us is a leading English language education provider for children
starting at age one and operates in ten countries with over 190,000 students
across more than 650 schools. The unique teaching method focuses on natural
language acquisition, personalised for each student's age and experiences.
Logiscool is an enrichment programme that teaches children coding and digital
literacy. Logiscool operates in 30 countries across more than 360 locations,
with over 260,000 students educated. Logiscool's unique educational platform
is developed so users can easily transition from visual coding to text-based
programming languages.
Own Brands
Yangon American International School offers an international K-12 education,
is an authorised International Baccalaureate ("IB") Primary Years Programme
("PYP") school and is a candidate to be authorised as an IB Middle Years
Programme ("MYP") school and a Western Association of Schools and Colleges
("WASC") school.
Auston is a private higher education school operator in Myanmar that offers
internationally recognised engineering and IT diplomas and degrees through
partnerships with Liverpool John Moores University in the UK and the Auston
Institute of Management in Singapore.
While each brand has its own unique characteristics and customer base,
economies of scope, experience and scale are achieved through common
management. One example is the creation of learning centres where multiple
brands occupy the same building or are closely located reducing construction
and operating costs, while creating one-stop educational experiences for
families.
Vietnam
Revenue from Education businesses in Vietnam declined 4% YOY to $4.0 million
in 6M25 (6M24: $4.2 million).
At 31 March 2025, deferred revenue from Education businesses in Vietnam,
representing cash received in advance of service delivery, was:
- Current: $3.7 million (30 September 2024: $4.1 million)
- Non-Current: $0.7 million (30 September 2024: $0.7 million)
Wall Street English Vietnam remains the largest revenue contributor for both
Vietnam and the Group and is focused on achieving profitability.
Revenue from Kids&Us Vietnam is expected to continue growing as existing
schools mature and new schools open. Students generally sign for longer
periods, so much of the non-current deferred revenue belongs to Kids&Us
Vietnam.
After facing challenges in FY24, Logiscool Vietnam is set to rebound in FY25
with a renewed focus on brand repositioning and strategic expansion.
Wall Street English Vietnam
· Revenue from Wall Street English Vietnam decreased 10% YOY to $3.5
million in 6M25 (6M24: $3.9 million). The decline is attributable to a lower
average revenue per user, due to students opting for lower priced online
delivery, and weak commercial performance.
· Student enrolment remained flat at ca. 3,450 students as of 31 March
2025 compared to 30 September 2024.
· The successful launch of a nationwide sales team shifted the product
mix towards online offerings and away from in-centre delivery, marking a
strategic pivot for Wall Street English Vietnam in response to evolving
consumer preferences.
· Cost reduction, including rightsizing schools to lower rental
expenses and restructuring staffing levels, was implemented aggressively to
ensure business profitability.
· Two underperforming legacy schools were closed in 6M25, reducing the
number of operating schools to seven. At 31 March 2025, Wall Street English
Vietnam operated six schools in Ho Chi Minh City and one school in Binh Duong.
Kids&Us Vietnam
· Revenue from Kids&Us Vietnam almost doubled YOY to $0.4 million
in 6M25 (6M24: $0.2 million).
· Student enrolment grew 26% from 30 September 2024 to ca. 970 at 31
March 2025, driven by stronger brand recognition and stable management. This
reflects solid product-market fit despite competition.
· As schools mature, the Group refined its site strategy by focusing on
smaller spaces and boosting service team efficiency to maximise class sizes
and space use that ultimately expand margins.
· At 31 March 2025, Kids&Us Vietnam operated six schools in Ho Chi
Minh City.
Logiscool Vietnam
· Revenue from Logiscool Vietnam was $45,000 in 6M25 (6M24: $4,000).
· Student enrolment grew 38% from 30 September 2024 to ca. 110 at 31
March 2025, although it is below the expected level. Logiscool Vietnam's
initial growth was slower than anticipated, but the business holds strong
potential for recovery and remains a key opportunity in FY25.
· At 31 March 2025, Logiscool Vietnam operated two schools with one in
Ho Chi Minh City and one in Binh Duong.
Myanmar
Revenue from Education businesses in Myanmar increased 27% YOY to $8.6 million
in 6M25 (6M24: $6.7 million).
At 31 March 2025, deferred revenue from Education businesses in Myanmar,
representing cash received in advance of service delivery, was:
- Current: $9.2 million (30 September 2024: $8.0 million)
- Non-Current: $0.9 million (30 September 2024: $1.3 million)
Wall Street English Myanmar is the largest revenue contributor for the Group
in Myanmar, and it continues to lead the premium segment of the English
Language Training ("ELT") Market in the country.
Kids&Us Myanmar launched in June 2023 and quickly established itself as
the market leader.
Logiscool Myanmar launched in November 2023 and mirrored Kids&Us Myanmar's
success showcasing the Group's ability to set up market-leading businesses
quickly and efficiently in Myanmar.
Auston experienced the fastest revenue growth among the Group's education
businesses in Myanmar. The growth is expected to continue as it is responsible
for the majority of the deferred revenues and sees robust demand for
international tertiary education with a scarcity of quality local options.
Yangon American International School experienced a marginal revenue increase,
with student numbers growing organically amid difficult macro and
socio-economic conditions. Yangon American has reached ca. 190 students and
continues to grow steadily.
Wall Street English Myanmar
· Revenue from Wall Street English Myanmar increased 9% YOY to $4.1
million in 6M25 (6M24: $3.8 million).
· Student enrolment decreased 3% from 30 September 2024 to ca. 3,170 at
31 March 2025. Price increases helped offset the decline in student numbers
but also raised affordability concerns.
· To adjust to market pressures, reduce dollar-based costs, and offer
more competitive pricing, the team made the following changes:
o Local teachers replaced expat teachers in some service delivery areas.
o Online class scheduling was streamlined.
o A Local Online Classroom was established, reducing dependency on the
high-cost Global Online Classroom provided by Wall Street English
International.
o New products were provided to cater to cost-conscious consumers.
· At 31 March 2025, Wall Street English Myanmar operated six schools
with four in Yangon and two in Mandalay.
Kids&Us Myanmar
· Revenue from Kids&Us Myanmar was $0.4 million in 6M25 (6M24: $0.1
million).
· Student enrolment grew 2% from 30 September 2024 to ca. 490 at 31
March 2025, impacted by short duration contracts and weak retention rates.
· Kids&Us Myanmar remains the premium operator in the market,
supported by strong commercial leadership and brand positioning. Financial and
operational metrics are on track, and the business is well-positioned for
continued growth with ample opportunities in Yangon and Mandalay.
· As of 31 March 2025, Kids&Us Myanmar operated three schools in
Yangon. The Group has secured a multi-brand site in Yangon, with preparations
underway to open its fourth school in FY25.
Logiscool Myanmar
· Revenue from Logiscool Myanmar was $0.4 million in 6M25 (6M24: $16k)
· Student enrolment grew 94% from 30 September 2024 to ca. 620 at 31
March 2025, driven by strong acquisition through an experienced commercial
team and a differentiated product in a low-competition market.
· Its cloud-based, low-cost model supports healthy margins and strong
operating leverage. With a successful launch in Mandalay in 6M25, the business
has huge potential to scale and expand across both Yangon and Mandalay.
· At 31 March 2025, Logiscool Myanmar operated three schools in Yangon
and one in Mandalay.
· In December 2024, Logiscool Myanmar opened its maiden school in
Mandalay. The Mandalay school was impacted temporarily by the earthquake but
is expected to resume operations soon. The Group has secured a multi-brand
site in Yangon, with preparations underway to open its fourth school in Yangon
(fifth overall) in FY25.
Yangon American International School
· Revenue from Yangon American International School increased 47% YOY
to $0.9 million in 6M25 (6M24: $0.6 million). This trend was largely driven by
the net addition of ca. 30 students enrolled for the academic year 2024-25
coupled with price increases and Yangon American should experience strong
revenue growth.
· Student enrolment grew 20% from 30 September 2024 to ca. 180 at 31
March 2025. In August 2024, the school opened Eighth Grade and it plans to add
a new grade annually until it reaches Twelfth Grade.
· Yangon American has established itself as the leading International
Baccalaureate ("IB") school in the market, with Primary Years Programme
("PYP") authorisation and Middle Years Programme ("MYP") candidacy. It is also
a candidate for the Western Association of Schools and Colleges ("WASC")
accreditation.
· A key highlight in 6M25 was the confirmation of a new site in central
Yangon, featuring pre-existing facilities available for Yangon American's
planned secondary campus, set to open in 2026 pending final approvals. The
central location near embassies, UN agencies, and city landmarks enhances
accessibility and safety, reinforces Yangon American's premium positioning,
and supports community trust. The move will also ease pressure on the current
Elementary Campus, enabling second classes in some Grades and the creation of
dedicated learning hubs and specialised support rooms to enrich the learning
environment.
· At 31 March 2025, Yangon American operated two campuses; Elementary
and Early Years Village in Yangon. A secondary campus will open in 2026.
Auston
· Revenue from Auston increased 26% YOY to $2.8 million in 6M25 (6M24:
$2.2 million). higher student enrolment and programme fees, such as the
bachelor's degree, drove strong revenue growth.
· Student enrolment grew 12% from 30 September 2024 to ca. 920 at 31
March 2025, despite a challenging environment marked by military conscription
concerns. Auston responded by strengthening its management team and pursuing
long-term partnerships with leading academic institutions to drive future
growth.
· While recent commercial performance was impacted by the temporary
closure of the Mandalay campus following the earthquake, Auston maintains a
strong pipeline of deferred revenue to be recognised in FY25. With operations
in both Mandalay and Yangon and strengthened leadership in place, the business
is well-positioned to rebound and deliver its strongest commercial year yet.
· At 31 March 2025, Auston operated one campus in Mandalay and one in
Yangon, with an additional facility in Yangon to be opened in the next twelve
months.
SERVICES
The Group's objective is to leverage our security expertise and facility
management services to become the trusted regional partner for corporate
clients.
Revenue from Services businesses decreased 2% YOY to $3.4 million in 6M25
(6M24: $3.5 million).
At 31 March 2025, deferred revenue from Services businesses, representing cash
received in advance of service delivery, was:
- Current: $0.3 million (30 September 2024: $0.3 million)
- Non-Current: nil (30 September 2024: nil)
Within its Services division, the Group operates two brands across Myanmar and
Vietnam:
EXERA is the leading provider of risk management, consulting, integrated
security, manned guarding, secure logistics, facility management, and
cash-in-transit services in Myanmar. It serves a wide range of international
and local clients across Myanmar and holds ISO 18788, ISO 9001, ANSI/ASIS
PSC.1, and ICoCA certifications.
Ostello Bello is a boutique Italian hostel brand known for its vibrant social
atmosphere and exceptional hospitality. Ostello Bello operates in some of the
most popular tourist destinations across Italy and Myanmar.
Vietnam
EXERA Vietnam
· EXERA Vietnam was launched in FY24 to provide integrated facility
management ("IFM") services, securing its first customer in September 2024.
The company generated $22,000 in revenue during 6M25. However, the business
has been slow to scale.
Myanmar
EXERA Myanmar
· Revenue from EXERA Myanmar decreased 3% YOY to $3.4 million in 6M25
(6M24: $3.5 million).
· The revenue decline was driven by a combination of factors: positive
developments included (i) expansion within existing client portfolios, (ii)
acquisition of major local clients, particularly financial institutions and
banks, and (iii) increased sales of higher-margin products such as risk
reporting packages. However, these were outweighed by the loss of two large
accounts due to heightened price sensitivity, and a one-off high-value
technology project secured in 6M24.
· EXERA employed ca. 1,670 security officers at 31 March 2025 across
ca. 220 sites in Myanmar.
Ostello Bello
· Ostello Bello, a managed business in the Services division, operates
two boutique hostels in Mandalay and Bagan, Myanmar, with ca. 130 beds and ca.
40 rooms. No revenue was generated in relations to hotel-related services in
6M25 (6M24: $10k).
· Despite the near absence of inbound tourism in Myanmar since 2020,
Ostello Bello remains steadfast in its commitment to supporting local
communities, particularly in Bagan.
FINANCIAL REVIEW
RESULTS OF OPERATIONS
6M25 6M24 6M23 FY24 FY23
$ Unaudited Unaudited Unaudited Audited Audited
Owned businesses
Education - Vietnam 4,012,554 4,183,035 4,055,667 8,229,656 8,539,813
Wall Street English 3,543,518 3,929,484 3,971,580 7,631,372 8,254,131
Kids&Us 423,819 249,524 84,087 575,519 285,682
Logiscool 45,217 4,027 − 22,765 −
Education - Myanmar 8,572,051 6,741,082 4,741,070 14,441,789 10,162,576
Wall Street English 4,111,979 3,767,997 3,356,148 7,744,204 6,860,636
Kids&Us 388,733 142,739 − 416,064 24,632
Logiscool 394,277 15,922 − 148,726 −
Auston 2,792,260 2,213,533 937,730 4,901,829 2,390,112
Yangon American 884,802 600,891 447,192 1,230,966 887,196
Education 12,584,605 10,924,117 8,796,737 22,671,445 18,702,389
Services 3,432,702 3,496,937 2,642,785 6,992,219 5,327,189
EXERA Vietnam 22,477 − − 3,576 −
EXERA Myanmar 3,410,225 3,496,937 2,642,785 6,988,643 5,327,189
Total owned businesses 16,017,307 14,421,054 11,439,522 29,663,664 24,029,578
Managed businesses
Education (Legacy) - Myanmar − − 14,177 − 24,969
Wall Street English − − 14,177 − 24,969
Auston − − − − −
Ostello Bello - 10,351 − 10,351 −
Total managed businesses - 10,351 14,177 10,351 24,969
Total revenue 16,017,307 14,431,405 11,453,699 29,674,015 24,054,547
Revenue grew by 11% YOY to $16.0 million in 6M25 (6M24: $14.4 million). The
revenue growth was a result of strong improvement in the Education businesses
(6M25: 15% YOY) and a marginal decline in the Services businesses (6M25: 2%
YOY). Revenues decreased in Vietnam (6M25: 4% YOY) as the drop at Wall Street
English Vietnam was not fully covered by growth at Kids&Us Vietnam and
Logiscool Vietnam. Revenue increased in Myanmar (6M25: 17% YOY) mainly driven
by the growth in its Education businesses.
All Education businesses except Wall Street English Vietnam recorded strong
revenue growth. Auston is quickly becoming a key contributor to Group revenue.
We also expect investments in the Yangon American, Kids&Us, and Logiscool
brands to start having a more meaningful impact in the years ahead.
The Services division saw a decline in 6M25, primarily due to a high base
effect from a one-off technology project by EXERA Myanmar in FY24, coupled
with a net reduction in contracts, officers, and sites amid challenging market
conditions. EXERA Vietnam has begun generating revenue but it remains an
early-stage start-up.
6M25 6M24 6M23 FY24 FY23
$ Unaudited Unaudited Unaudited Audited Audited
Revenue 16,017,307 14,431,405 11,453,699 29,674,015 24,054,547
Cost of services (6,601,338) (6,107,945) (4,897,166) (12,689,487) (10,184,215)
Gross profit 9,415,969 8,323,460 6,556,533 16,984,528 13,870,332
Gross profit margin 59% 58% 57% 57% 58%
Other income 8,708 37,549 8,314 16,495 90,018
Foreign exchange loss (1,267,015) (584,505) (386,886) (1,455,135) (1,134,441)
Impairment loss on intangible assets - - -
(4,561,645) -
Administrative and other operating expenses (11,063,992) (9,722,868) (7,988,551) (20,350,864) (17,098,388)
Loss from operations (2,906,330) (1,946,364) (1,810,590) (9,366,621) (4,272,479)
Finance cost (711,845) (617,946) (442,146) (1,341,391) (979,791)
Loss before income tax (3,618,175) (2,564,310) (2,252,736) (10,708,012) (5,252,270)
Income tax expense (62,591) - - (245,674) (67,414)
Loss after income tax (3,680,766) (2,564,310) (2,252,736) (10,953,686) (5,319,684)
Selected non-cash items:
Total depreciation of plant and equipment 1,207,028
684,023 580,733 371,187 826,953
Total amortisation of right-of-use asset 2,786,093
1,316,818 1,402,364 1,382,345 2,858,275
Total amortisation of intangible assets 100,718
54,660 49,522 38,215 80,498
Impairment/(reversal of) loss on trade and other receivables
−
9,095 - (6,187) (9,514)
Loss on impairment of - - - -
intangible assets 4,561,645
Plant and equipment
written-off 521,029 - - - -
Finance costs (excluding interest from lease liabilities)
220,416
114,463 94,550 44,887 105,748
Total interest from lease liabilities 1,120,975
597,382 523,396 398,454 875,405
3,297,470 2,650,565 2,228,901 9,996,875 4,737,365
Adjusted EBITDA (*) (320,705) 86,255 (23,835) (711,137) (514,905)
Adjusted EBITDA after impact of ROUs (*) (4,618,205)
(2,234,905) (1,839,505) (1,804,634) (4,248,585)
*Key performance indicators for the Group, based on earnings before interest,
income tax, depreciation and amortisation ("EBITDA"), are (i) Adjusted EBITDA
(as presented above) and (ii) Adjusted EBITDA less amortisation of
right-of-use assets and interest on lease liabilities ("Adjusted EBITDA after
impact of ROUs").
Group gross profit rose by 13% YOY to $9.4 million in 6M25 (6M24: $8.3
million), with the Education division contributing 94% (6M24: 90%) and the
Services division 6% (6M24: 10%). The gross profit margin also increased by 1%
due to a slight improvement in the Education division gross margin at 70%
(6M24: 68%), offsetting a continued deterioration in the Services division
gross margin at 18% (6M24: 24%).
The Group recorded a net loss of $3.7 million in 6M25 (6M24: $2.6 million
loss), primarily due to foreign exchange losses and write-offs of certain
fixed assets at schools in Mandalay as a result of the earthquake in Myanmar
in late March.
Adjusted net losses - excluding the write-off of fixed assets in Mandalay
($0.5 million), and losses from recently launched businesses ($1.0 million)
including Kids&Us, Logiscool, and EXERA Vietnam - were $2.2 million (6M24:
$1.8 million loss). Contributing factors included: i) a $1.3 million foreign
exchange loss (6M24: $0.6 million loss) due to currency volatility in key
markets; and ii) an increase in marketing expenses to $1.7 million (6M24: $1.5
million).
Group adjusted EBITDA losses amounted to $0.3 million in 6M25 (6M24: $0.1
million profit). Continued losses at businesses launched in the last two and a
half years, coupled with weaker results at Wall Street English Vietnam,
outweighed gains made at stabilised businesses.
Direct and indirect Full Time Employees ("FTEs") decreased to ca. 2,530 at 31
March 2025 (30 September 2024: ca. 2,600). The decrease in headcount is
directly linked to the closure of the under performing schools in Vietnam.
CASH FLOW EVOLUTION
At 31 March 2025, the Group's cash and cash equivalents position was $1.3
million (30 September 2024: $0.8 million). The positive change resulted from
the combination of (i) a $2.1 million inflow from operating activities, (ii) a
$0.6 million outflow from investing activities, and (iii) a $1.0 million
outflow from financing activities.
The Group generated cash inflow from operating activities of $2.1 million in
6M25 (6M24: inflow $0.7 million). Operating cash flow before working capital
changes in 6M25 was negative $43,000 (6M24: positive $0.1 million). If
repayment of lease liabilities $1.8 million (6M24: $1.4 million) were
considered, adjusted cash inflow from operating activities would be positive
$0.3 million (6M24: negative $0.7 million).
The Group incurred cash outflow from investing activities of $0.6 million in
6M25 (6M24: outflow $1.2 million), of which $0.2 million (6M24: $1.0 million)
was spent on leasehold improvements for the opening of one Logiscool in
Myanmar and minor renovation works for schools across all businesses in
Myanmar and Vietnam. While expansion was slower in 6M25 due to strategic
realignment, the Group remains focused on its growth agenda with new school
openings planned in both Myanmar and Vietnam over the next twelve months.
Cash outflow from financing amounted to $1.0 million in 6M25 (6M24: outflow
$0.1 million), of which repayment of lease liabilities totaled $1.8 million
(6M24: $1.4 million). Cash inflow from financing, before repayment of lease
liabilities, was $0.8 million in 6M25 (6M24: inflow $1.3 million), which
comprised of proceeds from shareholder's loan $45,000 (6M24: $1.3 million) and
new convertible notes of $0.7 million, utilised primarily to support the
operating losses for new ventures (Kids&Us and Logiscool).
DIVIDENDS
The Board of Directors does not recommend paying dividends for 6M25.
LIQUIDITY MANAGEMENT AND GOING CONCERN
The Board of Directors has reviewed the Group's cash flow forecast for the
next 12 months in detail. This forecast considered the time needed for new
and non-performing businesses to turn profitable. The Group conducted
extensive stress testing on various scenarios, calibrating the duration it
might take for these businesses to improve. It also considered other items
impacting future performance, such as the general macroeconomic environment
and initiatives within the management's control.
The Board of Directors determined management has control over sufficient
mitigating actions to manage cash outflow, such as prioritising capital
expenditures, reducing operational activities of non−performing business
divisions and pausing discretionary spending. Other key
considerations included:
a) The Group meticulously plans its business expansion and continuously
monitors how changes to the political and economic environment may potentially
impact its business operations, particularly in Myanmar. Since FY23, the
Myanmar businesses overall have been expanding and are largely
self-sustainable;
b) Negative cash conversion cycle for many businesses as tuition fees
and certain risk management services are generally collected up to twelve
months in advance of service delivery. Refer to Note 4 of the financial
statements;
c) The Group generated cash inflow from operating activities of $0.3
million in 6M25, net of repayment of interest and principal lease liabilities;
d) Flexible discretionary capital spending as any capital expenditures
in Myanmar would be funded through excess capital earned locally; and
e) Access to unutilised Loan Facility as disclosed in Note 14 of the
financial statements.
Established businesses within the Education and Services divisions in Myanmar
continue to generate sufficient cash flow to support ongoing operations,
planned expansion, and the introduction of new brands. Management expects this
trend to persist in the foreseeable future, despite anticipated economic
challenges exacerbated by the recent earthquake.
While Vietnam's macroeconomic outlook improved in 2024, the economy remains
susceptible to global volatility in 2025, which may indirectly affect consumer
sentiment and foreign exchange stability. Nonetheless, the Group anticipates
no material impact on its businesses, with continued momentum from new school
openings and growing traction across newly introduced brands
Therefore, as at the date of this report, the Directors have concluded that
the Group has adequate financial resources to cover its working capital needs
for the next twelve months.
OUTLOOK
Asia Strategic Holdings is steadfast in leveraging its integrated operating
model and in-house shared service functions to deliver sustainable returns to
shareholders. Significant financial and human capital investments over the
past years have established a competitive portfolio of businesses. This
portfolio balances mature, profitable anchors with greenfield projects poised
to drive the next phase of growth.
Capital Allocation and Strategic Focus
The Group employs a disciplined capital allocation strategy to support its
long-term vision:
· Portfolio and balance sheet strength: balancing time and
resources in the organic growth of existing brands to drive sustainable
expansion while maintaining a resilient financial position.
· Geographic and sectoral expansion: leveraging shared service
functions and a regional management approach to unlock synergies, particularly
in new markets.
· Investment prioritisation: minimal and prudent capital
expenditures focused on leveraging existing locations and adopting a strategic
real estate framework to enable brands to achieve their potential.
Continued Development of Existing Brands
Partnerships with international market leaders, such as Kids&Us, Logiscool
and Wall Street English, provide a strong foundation for organic revenue
growth. Turning around Wall Street English Vietnam remains a top priority,
with efforts focused on operational maturity to deliver meaningful cash flow
contributions and support future expansion.
The Group is also actively enhancing the programmes at Auston and Yangon
American, ensuring students benefit from best-in-class education that equips
them for academic and professional success. These improvements aim to
strengthen the institutions' competitive edge and reinforce their reputations
as leading providers of high-quality education.
Navigating Macroeconomic Conditions and Demographic Shifts
While the macroeconomic environment remains uncertain, the Group remains
confident in the region's long-term growth trajectory, supported by structural
drivers such as a young, urbanising population and a rising middle class.
Rising foreign direct investment and the region's emergence as a tech hub are
driving demand for education, skilled labour, and services. These dynamics
align with the Group's strategy to address skills gaps through tech-enabled
education and complementary offerings while positioning itself as a key
regional partner to corporate clients.
Commitment to Strategic Growth
Asia Strategic Holdings remains committed to expanding its footprint in
emerging markets through targeted investments that align with its core
strategy. While focusing on current operations, the Group will evaluate new
opportunities, particularly those in high-impact sectors such as education,
which complement its existing businesses and align with regional development
trends.
With an eye on long-term opportunities and a prudent approach to immediate
challenges, the Group is well-positioned to navigate the year ahead with
resilience, delivering value for shareholders while supporting sustainable
economic and social development in the markets it serves.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the financial period from 1 October 2024 to 31 March 2025
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 2025 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 Vietnam and
Myanmar;
b) Services - Provision of integrated services, consultancy, advisory and
project management services in the security, facility management and
hospitality sectors in Vietnam and Myanmar. This reportable segment has been
formed by aggregating the relevant operating entities, which are regarded by
management to exhibit similar economic characteristics; and
c) Corporate - Corporate services, management support and certain shared
services to subsidiaries of the Group.
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 as at 31
March 2025 and the related condensed interim consolidated statement of 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 2025 and the explanatory notes have
not been audited or reviewed by the Group's Independent Auditors. The
condensed interim consolidated financial statements for the financial period
ended 31 March 2025 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 2024. However, selected explanatory notes
are included to explain events and transactions that are significant to
understanding the changes in the Group's financial position and performance
since the last annual financial statements for the financial year ended 30
September 2024, 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 dollar ("$") which is the presentation currency for the consolidated
financial statements.
2 SIGNIFICANT ACCOUNTING POLICIES
The accounting policies adopted are consistent with those of the
previous financial year which were prepared in accordance with International
Financial Reporting Standards ("IFRS") as adopted by the European Union,
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 2025 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 except for
Amendments to IAS 21: Lack of Exchangeability as disclosed in the last annual
financial statements for the financial year ended 30 September 2024.
3 USE OF JUDGEMENTS AND ESTIMATES
In preparing the condensed interim financial statements,
management has made judgments, 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 market environment in the respective
countries the Group operates as at the reporting date. Actual results may
differ from these estimates.
The significant judgments made by management in applying the
Group's accounting policies and the key sources for estimating uncertainty
were the same as those that applied to the consolidated financial statements
as at and for the financial year ended 30 September 2024.
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.
3.1 SEASONAL OPERATIONS
The Group's businesses were not affected significantly by seasonal or cyclical
factors during the financial period ended 31 March 2025.
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
$ 6M25 6M24 6M25 6M24 6M25 6M24
Tuition fees 12,584,605 10,924,117 - − 12,584,605 10,924,117
Service fees - − 3,432,702 3,507,288 3,432,702 3,507,288
12,584,605 10,924,117 3,432,702 3,507,288 16,017,307 14,431,405
Timing of transfer of services
Point in time 48,042 4,260 341,469 105,602 389,511 109,862
Over time 10,919,857 3,401,686 15,627,796 14,321,543
12,536,563 3,091,233
10,924,117 3,507,288 14,431,405
12,584,605 3,432,702 16,017,307
The timing of revenue recognition would affect the amount of revenue and
deferred revenue recognised as at the reporting date in the condensed
consolidated statement of financial position.
$ 31 Mar 2025 30 Sep 2024
Contract liabilities
Current 13,196,345 12,471,197
Non-current 1,577,018 1,953,792
14,773,363 14,424,989
Significant changes in contract liabilities are as detailed below:
$ 6M25 FY24
At beginning of financial period 14,424,989 12,093,331
Cash received in advance of performance 13,583,180 26,175,167
and not recognised as revenue
Revenue recognised during the financial
period/year:
- On contract liabilities at beginning of financial period/year (10,523,935) (13,247,340)
- On cash received in advance during financial period/year (2,527,232) (10,564,950)
(13,051,167) (23,812,290)
Foreign exchange difference (183,639) (31,219)
At end of financial period/year 14,773,363 14,424,989
Remaining performance obligations
Deferred revenue is in respect of cash received in advance of performance
which will be recognized based on the following:
(i) Tuition fees: collected 1 to 12 months (30 Sept 2024: same), and more
than 12 months for certain students who prepaid in advance of course period
with reference to the individual terms of the student contracts.
(ii) Security risk management services: generally collected 6 to 24 months (30
Sept 2024: same) in advance of risk management services to the customer.
6M25
$ Education Services Corporate Total
Revenue 12,584,605 3,432,702 - 16,017,307
Cost of services (3,777,289) (2,824,049) - (6,601,338)
Gross profit 8,807,316 608,653 - 9,415,969
Other income 7,532 565 611 8,708
Foreign exchange loss, net (1,190,361) (67,847) (8,807) (1,267,015)
Administrative and other operating expenses (351,385) (11,063,992)
(9,724,439) (988,168)
Loss from operations (2,099,952) (446,797) (359,581) (2,906,330)
Finance cost (588,468) (8,920) (114,457) (711,845)
Segment loss (2,688,420) (455,717) (474,038) (3,618,175)
Income tax expense (76,802) 14,211 - (62,591)
Loss after income tax (2,765,222) (441,506) (474,038) (3,680,766)
Other non-cash items:
Total depreciation of plant and equipment
639,805 44,127 91 684,023
Plant and equipment
written off 521,029 - - 521,029
Total amortisation of right-of-use asset
1,270,855 45,963 - 1,316,818
Total amortisation of intangible assets
54,660 - - 54,660
Impairment loss on other receivables
9,095 - - 9,095
Finance costs (excluding interest on lease liabilities)
- - 114,463 114,463
Total interest on lease liabilities
588,462 8,920 - 597,382
3,083,906 99,010 114,554 3,297,470
Adjusted EBITDA 395,486 (356,707) (359,484) (320,705)
Adjusted EBITDA after
impact of ROU (1,463,831) (411,590) (359,484) (2,234,905)
Reportable segment assets
as at 31 March 2025
Total Group's assets 18,122,741 4,168,955 85,130 22,376,826
Included in the segment assets:
Additions:
Plant and equipment 186,819 9,253 1,095 197,167
Right-of-use assets 92,132 - - 92,132
Reportable segment liabilities as at
31 March 2025
(34,631,683) (1,202,378) (4,641,031) (40,475,092)
6M24
$ Education Services Corporate Total
Revenue 10,924,117 3,507,288 - 14,431,405
Cost of services (3,444,038) (2,663,907) - (6,107,945)
Gross profit 7,480,079 843,381 - 8,323,460
Other income 37,141 357 51 37,549
Foreign exchange loss, net (552,464) (16,903) (15,138) (584,505)
Administrative and other operating expenses (1,319,894) (9,722,868)
(7,726,802) (676,172)
(Loss)/profit from operations (762,046) 150,663 (1,334,981) (1,946,364)
Finance cost (511,796) (11,600) (94,550) (617,946)
Segment (loss)/profit (1,273,842) 139,063 (1,429,531) (2,564,310)
Income tax expense - - - -
(Loss)/profit after income tax (1,273,842) 139,063 (1,429,531) (2,564,310)
Other non-cash items:
Total depreciation of plant and equipment
537,724 42,818 191 580,733
Total amortisation of right-of-use asset
1,338,244 64,120 - 1,402,364
Total amortisation of intangible assets 49,522
- - 49,522
Finance costs (excluding interest on lease liabilities)
- - 94,550 94,550
Total interest on lease liabilities
511,796 11,600 - 523,396
2,437,286 118,538 94,741 2,650,565
Adjusted EBITDA 1,163,444 257,601 (1,334,790) 86,255
Adjusted EBITDA after (686,596) (1,839,505)
impact of ROU 181,881 (1,334,790)
Reportable segment assets
as at 30 Sep 2024
Total Group's assets 20,488,630 3,572,599 75,521 24,136,750
Included in the segment assets:
Additions:
Plant and equipment 2,443,866 40,440 - 2,484,306
Right-of-use assets 3,757,988 - - 3,757,988
Intangibles 105,230 - - 105,230
Reportable segment liabilities as at
30 Sep 2024
(33,649,977) (1,373,316) (5,312,783) (40,336,076)
The Group's operates in three main geographical areas. Revenue is based on the
country in which the customers are located and services were delivered.
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.
Revenue Non-current assets
$ 31 Mar 30 Sep 2024
6M25 6M24 2025
Vietnam 4,035,031 4,183,035 5,930,044 7,565,291
Myanmar 11,962,924 10,241,106 9,196,968 10,102,885
Singapore 19,352 7,264 17,504 18,000
16,017,307 14,431,405 15,144,516 17,686,176
Non-current assets consist of plant and equipment, intangible assets and
right-of-use assets in the Group condensed consolidated statement of financial
position.
5 EMPLOYEE BENEFIT EXPENSES
$ 6M25 6M24
Wages, salaries and allowances* 8,483,424 7,749,795
Share-based compensation* 71,032 97,576
Staff insurance and medical expenses 124,866 209,568
Staff accommodation and welfare 210,257 153,259
Termination benefits 23,846 2,763
Others 130,590 140,090
9,044,015 8,353,051
Total employee benefit expenses:
- Cost of services 4,240,883 3,767,512
- Administrative and other operating expenses 4,803,132 4,585,539
9,044,015 8,353,051
* Included in these expenses are Director fees and
remuneration.
6 FINANCE COST
$ 6M25 6M24
Interest expenses:
- Insurance financing 426 438
- Shareholder loan (Note 14) 114,037 94,112
- Lease liabilities 597,382 523,396
711,845 617,946
7 LOSS BEFORE INCOME TAX
Depreciation and amortisation expenses relating to plant and equipment,
right-of-use assets and intangible assets directly attributable to provision
of services and for operating activities are included in the "cost of
services" and "administrative and other operating expenses", respectively in
the condensed consolidated statement of comprehensive income.
In addition to the charges and credits disclosed elsewhere in the financial
statements, the loss before income tax includes the following
charges/(credits):
$ 6M25 6M24
Cost of services
Academic expenses 1,141,580 940,140
Student enrolment and support fees 696,717 649,281
Expenses relating to student instalment plans 66,396 76,550
Depreciation expense 69,702 73,173
Security service expenses 281,443 491,694
Hotel related operating expenses - 10,442
Amortisation of intangible assets 1,573 1,573
Administrative and other operating expenses:
Amortisation of right-of-use assets 1,316,818 1,402,364
Amortisation of intangible assets 53,087 47,949
Depreciation expense 614,321 507,560
Plant and equipment written off (Note 9) 521,029 -
Selling and marketing expenses 1,651,448 1,528,849
Professional fees 380,230 401,616
Lease expenses on:
- Short term lease expense 289,172 293,924
- Lease concession - (13,562)
Travelling and transportation expenses 185,147 177,830
8 INCOME TAX EXPENSE
The corporate income tax rate applicable to the Company and its subsidiaries
in Singapore is 17% (6M24: 17%). The Group has significant operations in
Myanmar and Vietnam, for which the applicable corporate income tax rates are
22% (6M24: 22%) and 20% (6M24: 20%), respectively.
Income tax expense of $62,591 (6M24: Nil) are mainly from profitable Education
businesses. Other subsidiaries of the Group with operating losses have no
chargeable income and/or unutilised tax losses for set-off.
9 PLANT AND EQUIPMENT
The changes in the net carrying amount of plant and equipment are summarised
below.
$ 6M25 6M24
Purchase of plant and equipment
- Leasehold improvements 74,031 369,183
- Construction-in-progress 39,112 324,395
- Office equipment, computers and books 13,505 241,119
- Furniture and fittings 70,519 89,869
197,167 1,024,566
Plant and equipment write off
- Leasehold improvements 462,334 -
- Furniture and fittings 58,695 -
521,029 -
As disclosed in the note on the significant events, the earthquake caused
significant damage to the leasehold improvements and furniture and fittings
across four schools in Mandalay. Extensive repairs are required, accordingly
non-movable assets were written off.
10 INTANGIBLE ASSETS
The carrying amounts of significant intangible assets allocated to the
respective cash-generating units ("CGU") have been grouped to the following
segments:
Education Services
Vietnam Myanmar Myanmar
$ 31 Mar 2025 30 Sep 2024 31 Mar 2025 30 Sep 2024 31 Mar 2025 30 Sep 2024
Goodwill − − − − 1,438,990 1,438,990
Area development and opening fees 405,111 452,338 168,851 188,938
− −
As of the reporting date, there are no new additions to intangible assets.
Amortisation was $54,660 for 6M25 vs. $49,522 for 6M24.
11 RIGHTS-OF-USE ASSETS
The changes in the net carrying amount of rights-of-use assets ("ROU") are
summarised below.
$ 6M25 6M24
Additions in ROU 92,132 2,648,670
Amortisation of ROU (1,316,818) (1,402,364)
Net carrying amount of lease modification 30,217 -
As at 31 March 2025, the net carrying amounts of ROU and lease liabilities
arising from lease of offices and schools from an affiliated entity (refers to
an entity with a common Director of certain subsidiaries of the Group) of the
Group amounted to $4,830,491 and $5,127,196 (30 Sept 2024: $4,804,212 and
$4,921,525), respectively. These transactions were at terms agreed between the
respective parties.
12 TRADE AND OTHER RECEIVABLES
$ 31 Mar 2025 30 Sep 2024
Current
Trade receivables
Third parties, gross 748,012 723,240
Less: Loss allowances (5,939) (5,939)
Third parties, net 742,073 717,301
Accrued receivables 229,105 141,312
Total trade receivables 971,178 858,613
Other receivables
Rental deposits 117,532 122,070
Prepayments for enrolment expenses 547,818 558,878
Advances and other prepayments 888,896 1,075,791
Sales tax 24,874 85,195
Less: Loss allowances (9,095) -
Total other receivables 1,570,025 1,841,934
Total trade and other receivables (current) 2,541,203 2,700,547
Non−current
Affiliated entity - non-trade 6,909,189 6,552,663
Less: Loss allowances (4,400,124) (4,400,124)
2,509,065 2,152,539
Rental deposits 576,555 440,225
Prepayments for enrolment expenses - 49,551
Total other receivables (non−current) 3,085,620 2,642,315
Total trade and other receivables 5,626,823 5,342,862
Less: Prepayments (1,427,619) (1,684,220)
Less: Sales tax (24,874) (85,195)
Add: Cash and cash equivalents (Note 13) 1,318,355 782,562
Financial assets at amortised cost 5,492,685 4,356,009
Trade and other receivables
Trade receivables are non−interest bearing and are generally on 15 to 60 (30
Sept 2024: same) days credit term. They are measured at their original invoice
amounts which represent their fair value on initial recognition.
Non-current amounts due from affiliated entity are trade and non-trade in
nature and are not expected to be repaid in the next 12 months. The non-trade
balance is unsecured and interest free.
Expected credit loss allowances
i) Trade receivables - Third party
In prior years, one-off loss allowance of $5,939 was made for a third-party
trade debtor determined to be credit-impaired in the previous year as the
likelihood of recovery is remote.
i) Other receivables - Third party
One-off loss allowance of $9,095 was made for a refundable deposit paid to a
third-party vendor. The deposit is determined to be credit-impaired in the as
the likelihood of refund is remote.
ii) Non-current receivables - Affiliated entity
Affiliated entity refers to an entity having a common director as the Group's
subsidiaries
Loss allowances of $4,400,124 (2024: $4,400,124) were made in prior years on
the trade and non-trade amounts due from a related party in respect of
payments made on behalf and advances for the operation of the managed
operations of Wall Street English and Auston in Myanmar. The loss allowance
was made based on the financial information of the affiliated entity and the
expected repayment from the provision of property management services at cost
plus mark-up to the Group.
The expected recovery of the amounts due from affiliated entity falls more
than 12 months after the end of the reporting period.
Expected credit loss assessment for trade and other receivables due from an
affiliated entity
For the amount due from an affiliated entity, the Board of Directors has taken
into account information that it has available internally about the affiliated
entity's past, current and expected operating performance and cash flow
position. The Board of Directors monitors and assesses at each reporting date
any indicator of a significant increase in credit risk on the amount due from
an affiliated entity, by considering their performance and any default in
external debts.
The loss allowance was measured at an amount equal to lifetime expected credit
losses.
Based on the Board of Director's review, no further loss allowance on the
amount due from a related party is required.
13 CASH AND CASH EQUIVALENTS
For the consolidated statement of cash flows, cash and cash equivalents
comprise the following at the end of the reporting date:
$ 31 Mar 2025 30 Sep 2024
Cash at financial institutions 261 405
Cash on hand 359,859 200,734
Cash at bank 958,235 581,423
Cash and cash equivalents 1,318,355 782,562
Cash at bank earns interest at floating rates based on daily bank deposit
rates. Cash and cash equivalents are denominated in the following currencies:
$ 31 Mar 2025 30 Sep 2024
United States Dollar 539,788 177,953
Myanmar Kyat 643,274 468,564
Vietnamese Dong 73,038 113,127
Singapore Dollar 61,809 22,447
Euro 446 471
1,318,355 782,562
14 SHAREHOLDER LOAN (UNSECURED)
The changes in shareholder loan balances (interest and principal) arising from
financing activities as listed below:
$ 6M25 FY24
At beginning of financial period/year 4,756,173 2,577,181
Drawdown of loan 45,000 1,962,072
Interest expense (Note 6) 114,037 216,920
Subscription of convertible notes (Note 17) (800,000) -
Net proceeds for the financial period/year (640,963) 2,178,992
At end of financial period/year 4,115,210 4,756,173
The loan is repayable on 20 days notice and matures no later than 31 December
2027 and continues to bear interest rate of 6% per annum. As at the date of
approval of the financial statements, the Group has a remaining unutilised
loan facility of $818,000 (loan facility of $4,500,000).
As at reporting date, MACAN has provided a written undertaking not to demand
repayment within 12 months from the date of approval of the audited financial
statements of the Group for the financial year ended 30 September 2024.
15 TRADE AND OTHER PAYABLES
$ 31 Mar 2025 30 Sep 2024
Trade payables
Third parties 1,693,461 1,635,883
Accrued enrolment expenses 1,095,348 425,308
Total trade payables 2,788,809 2,061,191
Other payables
Third parties 926,689 1,510,511
Accruals - others 1,812,517 1,421,862
Accruals - wages and salaries 803,101 801,256
Refundable deposits from customers 3,604,777 2,378,945
Sales tax 30,794 29,792
Total other payables 7,177,878 6,142,366
Total trade and other payables 9,966,687 8,203,557
Add: Lease liabilities 11,397,094 12,758,323
Add: Shareholder loan (Note 14) 4,115,210 4,756,173
Less: Sales tax (30,794) (29,792)
Financial liabilities carried at amortised cost 25,448,197 25,688,261
Trade amounts due to third parties are unsecured, non-interest bearing and are
on 15 to 90 day credit terms (30 Sept 2024: 15 to 90).
The non-trade amounts due to third parties are unsecured, interest−free and
repayable on demand.
16 SHARE CAPITAL
6M25 FY24 6M25 FY24
# of shares # of shares $ $
Issued and fully paid
ordinary shares:
At beginning of financial period/year 3,021,920 2,965,920
21,919,638 21,639,638
Shares issued during the - 56,000
financial period/year - 280,000
At end of financial period/year 3,021,920 3,021,920
21,919,638 21,919,638
At beginning of financial period/year
3,021,920
2,965,920
21,919,638
21,639,638
Shares issued during the
financial period/year
-
56,000
-
280,000
At end of financial period/year
3,021,920
3,021,920
21,919,638
21,919,638
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 6M25 (6M24: Nil) nor the preceding financial year ended 30 September
2024.
17 CONVERTIBLE NOTES
$ 6M25 FY24
At beginning of financial period/year 5,730,000 5,730,000
Issued and paid during the financial period - -
Cash 725,000 -
Shareholder's loans (Note 14) 800,000 -
At end of financial period/year 7,255,000 5,730,000
The last annual financial statements for the financial year ended 30 September
2024, provides the original salient features of the convertible notes.
On 30 October 2024, the Group and existing convertible note ("CN") holders
agreed to the following updates to the Convertible Note Programme:
(i) an extension to the maturity of the Zero-Coupon option of the
Company's Convertible Note Programme from 30 October 2024 to 30 October 2026;
(ii) an increase in the subscription amount of the Zero-Coupon
Convertible Notes from $5,230,000 to $7,255,000 (including the subscription by
MACAN Pte. Ltd. ("MACAN") detailed below); and
(iii) the termination of the 10% Coupon option of the Convertible Note
Programme.
The increased Zero-Coupon Convertible Notes subscription amount was achieved
through:
(i) settlement of $500,000 owed to an existing CN holder from the
maturity of the 10% Coupon ("Conversion of 10% Coupon");
(ii) settlement of $800,000 owed to MACAN under an existing loan
facility; and
(iii) cash payment of $725,000 (including $200,000 from MACAN).
The revised key terms of the Zero-Coupon Convertible Notes are as follows:
Coupon Zero-Coupon
Maturity 30 October 2026
Conversion price The higher of (i) Floor subscription price; and (ii) the Discounted
subscription price
Conversion discount Up to 33.1%, depending on the qualifying event
Floor conversion price $11.53 per share
Conversion date The date falling on the earlier of (i) the Maturity date; and (ii) the
Qualifying event
Qualifying event Share issuance in excess of $5.0 million
Use of proceeds Development of business and working capital
Limited use of proceeds Maximum of 50% of the proceeds to be used for activities in Myanmar
Rank Pari passu to all present and future unsecured obligations
MACAN, the Group's largest shareholder, subscribed for $3,500,000 Zero-Coupon
Convertible Notes in November 2021 and subscribed for an additional amount of
$1,000,000 of the Zero-Coupon Convertible Notes in October 2024. The
subscription amount was satisfied through: (i) $800,000 of monies already
drawn down pursuant to MACAN's existing loan facility to the Group in lieu of
repayment; and (ii) the payment of an additional $200,000 in cash.
Immediately following MACAN's convertible note subscription, MACAN has lent
the following amounts to the Group:
(i) $4,500,000 in Zero-Coupon Convertible Notes; and
(ii) $4,500,000 in a 6% loan facility expiring on 31 December 2027, of
which $3,682,000 has been drawn.
The newly issued and existing convertible notes met the fixed for fixed
criteria and accordingly, the entire amount is recognised within equity.
The convertible notes are denominated in United States Dollar.
18 LOSS PER SHARE
The calculation of the basic and diluted loss per share attributable to the
ordinary equity holders of the Company is based on the following data:
6M25 6M24
Numerator
Loss for the financial period attributable to the
owners of the parent ($) (3,680,766) (2,564,310)
Denominator
Weighted average number of ordinary shares for the
purposes of basic and diluted loss per share 3,021,920 2,973,305
Loss per share ($)
Basic and diluted (1.22) (0.86)
Diluted loss per share and basic loss per share are the same as neither the
exercise of the share option or the conversion of the mandatory convertible
notes would result in an increase in the loss per share.
19 COMMITMENTS
As at the reporting date, commitments in respect of capital expenditures are
as detailed below:
31 Mar 2025 30 Sep 2024
$
Capital expenditures contracted but not provided for:
- Plant and equipment 36,811 51,413
20 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 and sales tax), long term rental deposits and trade and other
payables. Due to their short−term nature, the carrying amount of these
current financial assets and financial liabilities measured at amortised costs
approximate their fair values.
The carrying amount of the non−current loan due to a shareholder
approximates their fair value as the fixed interest rate approximates market
interest rates for such liabilities.
The carrying amount of non-current receivables and non-current rental deposits
approximates their fair value due to insignificant effects of discounting.
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