FOR IMMEDIATE RELEASE
17
November 2025
Asia Wealth Group Holdings Limited
("Asia Wealth", the “Group” or the "Company")
UNAUDITED INTERIM RESULTS
FOR THE SIX MONTHS ENDED 31 AUGUST 2025
The Board is pleased to report the unaudited interim results of Asia Wealth Group Holdings Limited (“Accounts”) for the period from 1 March 2025 to 31 August 2025. These Accounts have been prepared under IFRS and will shortly be available via the Company’s website,
www.asiawealthgroup.com
.
Chairman’s Statement
Financial Highlights
The highlights for the six months ended 31 August 2025 include:
Consolidated revenue of US$394,958 (2024: US$503,588)
Gross profit for Meyer Group of US$288,732 (representing a gross margin of 72%) (2024: US$313,330 and 62%)
Cash at bank and on hand of US$977,389 at 31 August 2025 (2024:$1,154,431).
The Group reports a profit after tax of US$8,284 on sales of US$394,958 for the six months ended 31 August 2025. These sales were principally generated by the Company’s wholly owned subsidiary, Meyer Asset Management Ltd., BVI. This result was principally caused by
reduced revenue, but also by continuing
unrealised exchange losses on a weak Yen.
Cash balance has decreased by US$100,442 and net assets increased by US$30,017, respectively, since 1st March 2025.
The Board has taken and is continuing to forge new revenue generating relationships, as well as expanding revenue creating opportunities, in both new avenues and existing. We continue to seek alliances and partnerships with firms in the same and new sectors.
Asia Wealth continues to seek investment opportunities in the UK as well as in the Asia region
and is currently engaged in multiple discussions on various potential acquisitions.
The Directors continue to run the business in a cost-effective manner.
The Accounts have not been audited or reviewed by the Company’s auditors.
The Directors of the Company accept responsibility for the content of this announcement.
Richard Cayne
Executive Chairman
Contacts:
Richard Cayne (Executive Chairman)
Asia Wealth Group Holdings Limited, +66 2 2611 2561
www.asiawealthgroup.com
Aquis Growth Market Corporate Adviser
AlbR Capital Limited, +44 20 7220 9795
EXTRACTS ARE SET OUT BELOW:
ASIA WEALTH GROUP HOLDINGS LIMITED
Consolidated Statement of Financial Position
At 31 August 2025
Expressed in U.S. Dollars
Note(s)
31-Aug-25
31-Aug-24
Non-current assets
Fixed assets
3
72,194
11,327
Investment property
4,11
653,211
621,215
725,405
632,542
Current assets
Cash and cash equivalents
977,389
1,154,431
Trade receivables
71,129
68,018
Loans and other receivables
48,280
31,688
Due from director
5
420,311
436,067
Prepaid tax
1,197
1,128
Prepayments and other assets
68,773
64,112
1,587,079
1,755,444
Total assets
$
2,312,484
$
2,387,986
Equity
Share capital
6
913,496
913,496
Treasury shares
6
(318,162)
(318,162)
Consolidation reserve
391,793
391,793
Translation reserve
56,262
35,863
Retained earnings
283,064
286,046
Total equity
1,326,453
1,309,036
Current liabilities
Trade payables
952,229
1,046,686
Other payables and accrued expenses
5
33,802
32,264
Total liabilities
986,031
1,078,950
Total equity and liabilities
$
2,312,484
$
2,387,986
ASIA WEALTH GROUP HOLDINGS LIMITED
Consolidated Statement of Comprehensive Income
For the half year ended 31 August 2025
Expressed in U.S. Dollars
Note(s)
Mar – Aug 2025
Mar – Aug 2024
Revenue
Commission income
9
394,958
503,588
394,958
503,588
Expenses
Commission expense
9
116,230
191,665
Directors’ fees
5
131,732
131,275
Professional fees
5
104,281
115,097
Salaries and wages
23,091
23,697
Office expenses
23,196
21,682
Rent
9,543
9,003
Travel and entertainment
24,539
21,109
Marketing
1,623
2,231
Depreciation
3,9
4,989
662
Other expenses
27,264
22,095
466,488
538,516
Net profit/(loss) from operations
(71,530)
(34,928)
Other income/(expenses)
Net foreign currency exchange gain/(loss)
58,366
35,839
Other income
21,448
12,359
79,814
48,198
Net profit/(loss) before taxation
8,284
13,270
Taxation
7,9
-
-
Total comprehensive income/(loss)
$
8,284
$
13,270
-
-
Total comprehensive income/(loss) attributable to equity
holders of the Parent Company
$
8,284
$
13,270
Earnings/(losses) per share attributable to the equity holders of the Parent Company:
Basic earnings per share
8
$
0.00075
0.00119
Diluted earnings per share
8
$
0.00075
0.00119
ASIA WEALTH GROUP HOLDINGS LIMITED
Consolidated Statement of Changes in Equity
For the half year ended 31 August 2025
Expressed in U.S. Dollars
Attributable to Equity Holders of the Parent Company
Share Capital
Treasury Shares
Consolidation Reserve
Translation Reserve
Retained Earnings
Equity
Number
US$
Balances at beginning of 1 Mar 2025
11,433,433
913,496
(318,162)
391,793
34,529
274,780
1,296,436
Translation differences
-
-
-
-
21,733
-
21,733
Total comprehensive income
-
-
-
-
-
8,284
8,284
Balances at end of 31 Aug 2025
11,433,433
$913,496
$(318,162)
$391,793
$56,262
$283,064
$1,326,453
Attributable to Equity Holders of the Parent Company
Share Capital
Treasury Shares
Consolidation Reserve
Translation Reserve
Retained Earnings
Equity
Number
US$
Balances at beginning of 1 Mar 2024
11,433,433
913,496
(318,162)
391,793
13,937
272,776
1,273,840
Translation differences
-
-
-
-
21,926
-
21,926
Total comprehensive income
-
-
-
-
-
13,270
13,270
Balances at end of 31 Aug 2024
11,433,433
$913,496
$(318,162)
$391,793
$35,863
$286,046
$1,309,036
ASIA WEALTH GROUP HOLDINGS LIMITED
Consolidated Statement of Cash Flows
For the half year ended 31 August 2025
Expressed in U.S. Dollars
Mar – Aug 2025
Mar – Aug 2024
Operating activities
Total comprehensive income/(Loss)
8,284
13,270
Adjustments for:
Depreciation
4,989
662
Net unrealised (gain)/loss on investment property
(34,175)
(34,224)
Net foreign currency exchange (gain)/loss
21,733
21,926
Operating income/(loss) before changes in operating assets and liabilities
831
1,634
Changes in operating assets and liabilities:
Decrease/(Increase) in trade receivables
20,992
41,591
Decrease/(Increase) in loan and other receivable
1,526
(3,797)
Decrease/(Increase) in prepaid tax
(309)
(284)
Decrease/(Increase) in prepayments and other assets
14,349
9,276
Increase/(Decrease) in trade payables
(59,973)
2,000
Increase/(Decrease) in tax payable
(39)
-
Increase/(Decrease) in other payables and accrued expenses
(15,289)
(14,938)
Net cash flows from/(used in) operating activities
(37,912)
35,482
Acquisition of investment
Investing activities
Acquisition of fixed assets
(67,057)
(6,804)
Cash flows from/(used in) investing activities
(67,057)
(6,804)
Financing activities
Net advances from/(to) related party
4,527
2,791
Cash flows from/(used in) financing activities
4,527
2,791
Net increase/(decrease) in cash and cash equivalents
(100,442)
31,469
Cash and cash equivalents at beginning of year
1,077,831
1,122,962
Cash and cash equivalents at end of period
$
977,389
$
1,154,431
Cash and cash equivalents comprise cash at bank.
ASIA WEALTH GROUP HOLDINGS LIMITED
Notes to and forming part of the Consolidated Financial Statements
For the half year ended 31 August 2025
Expressed in U.S. Dollars, unless otherwise stated
1) GENERAL INFORMATION
Asia Wealth Group Holdings Limited (the “Parent Company”) was incorporated in the British Virgin
Islands on 7 October 2010 under the BVI Business Companies Act, 2004. The liability of the
shareholders is limited by shares. The Parent Company maintains its registered office in the British
Virgin Islands. The consolidated financial statements were authorised for issue by the Board of
Directors on 14 November 2025.
The principal activity of the Parent Company and its subsidiaries (the “Group”) is to provide wealth
management advisory services to Asian-based high net worth individuals and corporations.
The Parent Company’s shares were listed on the PLUS Stock Exchange based in London, United
Kingdom. In June 2012, ICAP Plc, an interdealer broker based in London, United Kingdom, bought
PLUS Stock Exchange and rebranded and relaunched it as ICAP Securities & Derivatives Exchange
(“ISDX”). On 30 December 2016, ISDX was renamed NEX Exchange. In March 2020, the U.K.
Financial Conduct Authority approved the acquisition of NEX Exchange Limited by Aquis Exchange
PLC. Consequently, NEX Exchange changed its name to Aquis Stock Exchange (“AQSE”). The
Parent Company’s shares were automatically listed to AQSE.
The Parent Company is majority owned by Computershare Investor Services Plc, a wholly owned
subsidiary of Computershare Limited, ultimate parent, which is listed on the Australian Securities
Exchange.
The Parent Company has the following subsidiaries as at 31 August 2025 and 31 August 2024:
Incorporation
Country of
Functional
Ownership Interest
Date
Incorporation
Currency
2025
2024
Meyer Asset Management Ltd.
2000
British Virgin
U.S. Dollars
100.00%
100.00%
("Meyer BVI")
Islands
Meyer International Limited
2010
Thailand
Thailand Baht
49.00%
49.00%
("Meyer Thailand")
Nihon Wealth Management
2016
Thailand
Thailand Baht
49.00%
49.00%
Company Limited
(formerly Prime RE Limited)
On 13 June 2012, Meyer BVI was licensed to provide investment business services under Section
3 of the Securities and Investment Business Act, 2010 of the British Virgin Islands.
On 23 September 2016, Meyer Thailand acquired 51.00% of Nihon Wealth Management Company
Limited.
On 20 October 2016, 51.00% of Meyer Thailand, owned beneficially via a trust agreement in favour
of Meyer BVI, was acquired by Nihon Wealth Management Company Limited.
Therefore, the Parent Company is the indirect owner of 51.00% of the outstanding shares of Nihon
Wealth Management Company Limited and Meyer Thailand, and accordingly the Parent Company
has accounted for them as wholly owned subsidiaries.
2) MATERIAL ACCOUNTING POLICIES
The material accounting policies adopted in the preparation of the Group’s consolidated financial
statements are set out as follows. Theaccountingpolicieshavebeenconsistentlyappliedbythe
Group
and
are
consistent with
those
used
in the
previous
year,
unless otherwise stated.
a) Basis of preparation
Statement of compliance
The consolidated financial statements of the Group have been prepared in accordance with
International Financial Reporting Standards as issued by the International Accounting
Standards Board (“IFRS Accounting Standards”).
Historical cost convention
The consolidated financial statements have been prepared on the basis of historical costs and
do not take into account increases in the market value of assets except for investment property
measured at fair value.
The Group’s consolidated financial statements and records are presented and maintained in
U.S. Dollars, rounded to the nearest dollar.
New and amended standards
There are no new, revised or amended IFRS Accounting Standards that are effective for the
first time for the financial period beginning 1 March 2024 that would be expected to have a
material impact on the Group’s consolidated financial statements.
A number of new standards, amendments to standards and interpretations are effective for
annual periods beginning after 1 March 2024, and have not been adopted early in preparing
these consolidated financial statements. None of these are expected to have a material effect
on the consolidated financial statements of the Group; however, IFRS 9, “Financial
Instruments: Classification and Measurement” and IFRS 7, “Financial Instruments:
Disclosures”, effective for annual periods beginning on or after 1 January 2026 and IFRS 18,
“Presentation and Disclosure in Financial Statements” effective for annual periods beginning
on or after 1 January 2027, may result in additional disclosures for the Group upon
implementation.
b) Critical estimates and judgments
The preparation of consolidated financial statements requires the use of accounting estimates
which may differ from actual results. Management also needs to exercise judgments in the
application of policies.
Below is an overview of the areas that involved a higher degree of judgment or complexity,
and of items which are more likely to be materially adjusted due to estimates and assumptions
turning out to be wrong.
2) MATERIAL ACCOUNTING POLICIES (Cont’d)
b) Critical estimates and judgments (Cont’d)
The areas involving significant estimates or judgments are:
· Impairment of receivables
· Determination of fair value of investment property
· Estimating the useful lives of fixed assets
· Judgment on going concern
Impairment of receivables
Provision for doubtful accounts is maintained at a level considered adequate to provide for
potentially uncollectible receivables. The level of allowance for doubtful accounts is based on
ageing of the accounts receivable, past collection trends and other factors that may affect
collectability, including knowledge of individual customer circumstances, customer credit-
worthiness and current economic trends. An allowance account is used when there is
objective evidence that the Group will not be able to collect all amounts due according to the
original terms of the agreement.
Determination of fair value of investment property
The Group obtains independent valuations for its investment property at least annually. At the
end of each reporting period, the Directors update their assessment of the fair value, taking
into account the most recent independent valuations. The Directors determine a property’s
value within a range of reasonable fair value estimates. The best evidence of fair value is
current prices in an active market for similar properties. Where such information is not
available, the Directors consider information from a variety of sources including:
· current prices in an active market for properties of a different nature or recent prices of
similar properties in less active markets, adjusted to reflect those differences
· discounted cash flow projections based on reliable estimates of future cash flows
· capitalised income projections based on a property’s estimated net market income, and a
capitalisation rate derived from an analysis of market evidence.
Estimating the useful lives of fixed assets
The useful lives of the Group’s fixed assets are estimated based on the period which they are
expected to be available for use. The estimated useful lives of fixed assets are reviewed and
updated if expectations differ materially from previous estimates.
Judgment on going concern
A key assumption in the preparation of the consolidated financial statements is that the Group
will continue as a going concern. The going concern assumption assumes that the Group will
continue in operation for the foreseeable future and will be able to realise its assets and
discharge its liabilities in the normal course of operations.
2) MATERIAL ACCOUNTING POLICIES (Cont’d)
b) Critical estimates and judgments (Cont’d)
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised prospectively. They are based on historical experience
and other factors, including expectations of future events that may have a financial impact on
the Group and that are believed to be reasonable under the circumstances.
c)
Principles of consolidation
Subsidiaries
The consolidated financial statements include the financial statements of the Parent Company
and its subsidiaries for the year ended 31 August 2025. Details of the Group are set out in
note 1.
Subsidiaries are all entities (including structured entities) over which the Parent Company has
control. The Parent Company controls an entity where the Parent Company is exposed to, or
has rights to, variable returns from its involvement with the entity and has the ability to affect
those returns through its power to direct the activities of the entity. Subsidiaries are fully
consolidated from the date on which control is transferred to the Parent Company. They are
deconsolidated from the date that control ceases.
Inter-company transactions, balances and unrealised gains on transactions between Group
companies are eliminated. Unrealised losses are also eliminated unless the transaction
provides evidence of an impairment of the transferred asset. Accounting policies of
subsidiaries have been changed where necessary to ensure consistency with the policies
adopted by the Group.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the
consolidated financial statements.
Acquisitions
The acquisition method of accounting is used to account for business combinations by the
Group.
The consideration transferred for the acquisition of a subsidiary or business comprises the fair
value of the assets transferred, the liabilities incurred and the equity interests issued by the
Group. The consideration transferred also includes the fair value of any contingent
consideration arrangement and the fair value of any pre-existing equity interest in the
subsidiary.
Acquisition-related costs are expensed as incurred.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business
combination are, with limited exceptions, measured initially at their fair values at the
acquisition date.
2) MATERIAL ACCOUNTING POLICIES (Cont’d)
c)
Principles of consolidation (Cont’d)
Acquisitions (Cont’d)
On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in
the acquiree at the date of acquisition either at fair value or at the non-controlling interest’s
proportionate share of the acquired entity’s net identifiable assets.
The excess of the consideration transferred, the amount of any non-controlling interest in the
acquired entity and the acquisition-date fair value of any previous equity interest in the
acquired entity over the fair value of the net identifiable assets acquired is recorded as
goodwill. If these investments are less than the fair value of the net identifiable assets of the
business acquired, the difference is recognised directly in profit or loss as a bargain purchase.
Where settlement of any part of cash consideration is deferred, the amounts payable in the
future are discounted to their present value as at the date of exchange. The discount rate
used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing
could be obtained from an independent financier under comparable terms and conditions.
Contingent consideration is classified either as equity or a financial liability. Amounts classified
as a financial liability are subsequently remeasured to fair value with changes in fair value
recognised in profit or loss.
If the business combination is achieved in stages, the acquisition date carrying value of the
acquirer’s previously held equity interest in the acquiree is remeasured to fair value at the
acquisition date. Any gains or losses arising from such remeasurement are recognised in profit
or loss.
d) Fixed assets
Fixed assets are stated at historical cost less accumulated depreciation and impairment loss,
if any. Historical cost includes expenditure that is directly attributable to the acquisition of the
items.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate
asset, as appropriate, only when it is probable that future economic benefits associated with
the item will flow to the Group and the cost of the item can be measured reliably. The carrying
amount of any component accounted for as a separate asset is derecognised when replaced.
All other repairs and maintenance are charged to profit or loss during the reporting period in
which they are incurred.
Depreciation is charged to the consolidated statement of comprehensive income on a straight
line basis over the estimated useful lives of the fixed assets.
The annual rates of depreciation in use are as follows:
Leasehold improvements 20%
Office equipment 20-33%
Vehicles 20%
2) MATERIAL ACCOUNTING POLICIES (Cont’d)
e) Investment property
Investment property, which is property held to earn rentals and/or for capital appreciation and
is not occupied by the Group, is measured initially at cost, including transaction costs.
Transaction costs include transfer taxes, professional fees for legal services and initial leasing
commissions to bring the property to the condition necessary for it to be capable of operating.
The carrying amount also includes the cost of replacing part of an existing investment property
at the time that cost is incurred if the recognition criteria are met.
Subsequent to initial recognition, investment property is measured at fair value. Gains or
losses arising from changes in the fair value of investment property are included in the
consolidated statement of comprehensive income in the period in which they arise.
Fair value is based on active market prices, adjusted, if necessary, for differences in the
nature, location or condition of the specific asset. If this information is not available, the Group
uses alternative valuation methods, such as recent prices on less active markets or
discounted cash flow projections. Valuations are performed as at the reporting date by
professional independent appraisers who hold recognised and relevant professional
qualifications and have recent experience in the location and category of investment property
being valued. These valuations form the basis for the carrying amounts in the consolidated
financial statements.
The fair value of investment property reflects, among other things, rental income from current
leases and other assumptions market participants would make when pricing the property
under current market conditions.
Subsequent expenditure is capitalised to the asset’s carrying amount only when it is probable
that future economic benefits associated with the expenditure will flow to the Group and the
cost of the item can be measured reliably. All other repairs and maintenance costs are
expensed when incurred. When part of an investment property is replaced, the cost of the
replacement is included in the carrying amount of the property, and the fair value is
reassessed.
An investment property is derecognised upon disposal or when the investment property is
permanently withdrawn from use and no future economic benefits are expected from the
disposal. Any gain or loss arising on derecognition of the property, which is calculated as the
difference between the net disposal proceeds and the carrying amount of the asset, is included
in the consolidated statement of comprehensive income in the period in which the property is
derecognised.
Investment property is derecognised when it has been disposed of or permanently withdrawn
from use and no future economic benefit is expected from its disposal. The difference between
the net disposal proceeds and the carrying amount of the asset would result in either gains or
losses at the retirement or disposal of investment property.
Investment property comprises condominium units.
2) MATERIAL ACCOUNTING POLICIES (Cont’d)
f) Cash and cash equivalents
For the purpose of presentation in the consolidated statement of cash flows, cash and cash
equivalents include current deposits with banks and other short-term highly liquid financial
instruments with original maturities of three months or less that are readily convertible to
known amounts of cash and are subject to an insignificant risk of changes in value, and bank
overdrafts.
g) Financial assets at amortised cost
Financial assets at amortised cost comprise trade receivables, loans and other receivables
and due from director. Financial assets are recognised initially at the amount of consideration
that is unconditional, unless they contain a significant financing component, in which case
they are recognised at fair value plus transaction costs that are directly attributable to their
acquisition. These financial assets are held for collection of contractual cash flows
representing solely payments of principal and interest, if any, and therefore are measured
subsequently at amortised cost using the effective interest method. Any gain or loss arising
on derecognition is recognised directly in profit or loss and presented in other gains/(losses)
together with foreign exchange gains and losses. Impairment losses are presented as a
separate line item in the consolidated statement of comprehensive income.
Regular way purchases and sales are recognised on the trade-date, the date on which the
Group commits to purchase or sell the asset. Financial assets are derecognised when the
rights to receive cash flows from the financial assets have expired or have been transferred
and the Group has transferred substantially all the risks and rewards of ownership.
For trade receivables, loans and other receivables and due from director, the Group applies
the general approach which requires expected credit losses (“ECL”) to be recognised based
on the full three-stage model as follows:
· Stage 1: Items that have not deteriorated significantly in credit quality since initial
recognition. A loss allowance equal to 12-month ECL is recognised and interest income
is calculated on the gross carrying amount of the financial asset.
· Stage 2: Items that have deteriorated significantly in credit quality since initial recognition,
but do not have objective evidence of a credit loss event. A loss allowance equal to lifetime
ECL is recognised, but interest income is still calculated on the gross carrying amount of
the asset.
· Stage 3: Items that have objective evidence of impairment at the reporting date. A loss
allowance equal to lifetime ECL is recognised and interest income is calculated on the net
carrying amount.
The Group considers a receivable in default when contractual payments are over 365 days
past due. However, in certain cases, the Group may also consider a receivable to be in
default when internal and external information indicates that the Group is unlikely to receive
the outstanding contractual amounts in full before taking into account any credit
enhancements held by the Group. A receivable is written off when there isno reasonable
expectation of recovering the contractual cash flows.
Receivables for which an impairment provision was recognised, are written off against the
provision when there is no expectation of recovering additional cash. Subsequent recoveries
of amounts previously written off are credited against impairment losses.
2) MATERIAL ACCOUNTING POLICIES (Cont’d)
h) Financial liabilites at amortised cost
Financial liabilities are non-derivative contractual obligations to deliver cash or another
financial asset to another entity and comprise trade payables and other payables and accrued
expenses.
These financial liabilities are initially recognised at fair value on the date the Group becomes
a party to the contractual provisions of an instrument and are subsequently measured at
amortised cost using the effective interest method.
Financial liabilities are derecognised when the obligation specified in a contract is discharged,
cancelled or expired.
i) Equity
Share capital represents the nominal value of shares that have been issued. Incremental costs
directly attributable to the issue of ordinary shares are recognised as a deduction from equity.
Where any Group company purchases the Parent Company’s equity instruments, for example as
the result of a share buy-back or a share-based payment plan, the consideration paid, including
any directly attributable incremental costs (net of income taxes) is deducted from equity attributable
to the owners of the Group as treasury shares until the shares are cancelled or reissued. Where
such ordinary shares are subsequently reissued, any consideration received, net of any directly
attributable incremental transaction costs and the related income tax effects, is included in equity
attributable to the owners of the Group.
Retained earnings represent the cumulative balance of periodic net income/loss, dividend
distributions and prior period adjustments, if any.
Other components of equity include the following:
· Consolidation reserve – comprises differences in the valuation bases and post-acquisition
reserves of investment in subsidiaries.
· Translation reserve – comprises foreign currency translation differences arising from the
translation of financial statements of the Group’s foreign entities into the reporting
currency.
j) Income and expense recognition
In relation to the rendering of professional services, the Group recognises fee income as time
is expended and costs are incurred, provided the amount of consideration to be received is
reasonably determinable and there is reasonable expectation of its ultimate collection.
Rental income arising from operating leases on investment property is recognised in the
consolidated statement of comprehensive income on a straight line basis over the term of the
lease, if any.
Interest income is recognised in the consolidated statement of comprehensive income under
other income using the effective interest method.
2) MATERIAL ACCOUNTING POLICIES (Cont’d)
j) Income and expense recognition (Cont’d)
All expenses are recognised in the consolidated statement of comprehensive income on the
accrual basis.
k)
Leases
The Group assessed and applied the short-term lease recognition exemption under IFRS 16,
“Leases”. Lease payments are recognised in the consolidated statement of comprehensive
income on a straight-line basis over the term of the lease.
l) Impairment
The Group’s other assets are tested for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. An impairment loss
is recognised for the amount by which the asset’s carrying amount exceeds its recoverable
amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal
and value in use. For the purposes of assessing impairment, assets are grouped at the lowest
levels for which there are separately identifiable cash inflows which are largely independent
of the cash inflows from other assets or groups of assets (cash-generating units). Non-
financial assets, other than goodwill that suffered an impairment, are reviewed for possible
reversal of the impairment at the end of each reporting period.
If in a subsequent period, the amount of an impairment loss decreases and the decrease can
be linked objectively to an event occurring after the write-down, the write-down is reversed
through the consolidated statement of comprehensive income.
An impairment is reversed only to the extent that the asset’s carrying amount does not exceed
the carrying amount that would have been determined, net of depreciation or amortisation, if
no impairment loss had been recognised.
m) Offsetting
Financial assets and liabilities are offset and the net amount is reported in the consolidated
statement of financial position whenever the Group has a legally enforceable right to set off
the recognised amounts and there is an intention to settle on a net basis or realise the asset
and settle the liability simultaneously.
n) Foreign currency transactions
Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using
the functional currency of the primary economic environment in which the Group operates.
The subsidiaries’ functional currencies are disclosed in note 1 to the financial statements. The
consolidated financial statements are presented in U.S. Dollars, rounded to the nearest dollar.
2) MATERIAL ACCOUNTING POLICIES (Cont’d)
n) Foreign currency transactions (Cont’d)
Transactions and balances
Foreign currency transactions are converted into U.S. Dollars using the exchange rates at the
dates of the transactions. Foreign exchange gains and losses resulting from the settlement of
such transactions, and from the translation of monetary assets and liabilities denominated in
foreign currencies at year end exchange rates, are generally recognised in profit or loss. They
are deferred in equity if they relate to qualifying cash flow hedges and qualifying net
investment hedges or are attributable to part of the net investment in a foreign operation.
Foreign exchange gains and losses that relate to borrowings are presented in the consolidated
statement of comprehensive income, within finance costs. All other foreign exchange gains
and losses are presented in the consolidated statement of comprehensive income on a net
basis within other gains/(losses).
Non-monetary items that are measured at fair value in a foreign currency are translated using
the exchange rates at the date when the fair value was determined. Translation differences
on assets and liabilities carried at fair value are reported as part of the fair value gain or loss.
Group companies
The results and financial position of foreign operations (none of which has the currency of a
hyperinflationary economy) that have a functional currency different from the presentation
currency are translated into the presentation currency as follows:
· assets and liabilities for each statement of financial position presented are translated at
the closing rate at the date of that balance sheet;
· income and expenses for each statement of comprehensive income are translated at
average exchange rates (unless this is not a reasonable approximation of the cumulative
effect of the rates prevailing on the transaction dates, in which case income and expenses
are translated at the dates of the transactions); and,
· all resulting exchange differences are recognised in other comprehensive income.
On consolidation, exchange differences arising from the translation of any net investment in
foreign entities, and of borrowings and other financial instruments designated as hedges of
such investments, are recognised in other comprehensive income. When a foreign operation
is sold or any borrowings forming part of the net investment are repaid, the associated
exchange differences are reclassified to profit or loss, as part of the gain or loss on sale.
Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated
as assets and liabilities of the foreign operation and translated at the closing rate.
2) MATERIAL ACCOUNTING POLICIES (Cont’d)
n) Foreign currency transactions (Cont’d)
Translation reserve
Assets and liabilities of the Group’s non-U.S. Dollar functional currency subsidiaries are
translated into U.S. Dollars at the closing exchange rates at the reporting date. Revenues
and expenses are translated at the average exchange rates for the year. All cumulative
differences from the translation of the equity of foreign subsidiaries resulting from changes in
exchange rates are included in a separate caption within equity without affecting income.
o) Related parties
Related parties are individuals and entities where the individual or entity has the ability, directly
or indirectly, to control the other party or exercise significant influence over the other party in
making financial and operating decisions.
p) Segment reporting
The Group’s operating businesses are organised and managed separately according to
geographical area, with each segment representing a strategic business unit that serves a
different market. Financial information on business segments is presented in note 9 of the
consolidated financial statements.
q) Taxation
Taxation on net profit before taxation for the year comprises both current and deferred tax.
Current tax is the expected income tax payable on the taxable income for the year, using tax
rates enacted or substantially enacted at the reporting date and any adjustment to tax payable
in respect of previous years in the countries where the Parent Company and its subsidiaries
operate and generate taxable income.
The Group accounts for income taxes in accordance with IAS 12, “Income Taxes,” which
requires that a deferred tax liability be recognised for all taxable temporary differences and a
deferred tax asset be recognised for an enterprise’s deductible temporary differences,
operating losses, and tax credit carry-forwards. A deferred tax asset or liability is measured
using the marginal tax rate that is expected to apply to the last dollars of taxable income in
future years. The effects of enacted changes in tax laws or rates are recognised in the period
that includes the enactment date.
3) FIXED ASSETS
Leasehold improvement
Office equipment
Vehicles
Total
Cost:
At 28 February 2025
20,281
48,114
62,128
130,523
Additions
-
1,736
65,321
67,057
At 31 August 2025
20,281
49,850
127,449
197,580
Depreciation:
At 28 February 2025
20,281
44,038
56,078
120,397
Charge for 1 March – 31 August 2025
-
581
4,408
4,989
At 31 August 2025
20,281
44,619
60,486
125,386
Net book value:
At 31 August 2025
$-
$5,231
$66,963
$72,194
At 28 February 2025
$-
$4,076
$6,050
$10,126
4) INVESTMENT PROPERTY
2025
2024
Balance at 1 March
619,036
586,991
Effects of translations
34,175
34,224
Balance at 31 August
$653,211
$621,215
Investment property comprises condominium units at The Prime 11 Condominium in Bangkok,
Thailand. As at 31 August 2025, it had a fair value of THB 21,000,000 (2024: THB 21,000,000).
5) RELATED PARTY TRANSACTIONS
The Group was charged $16,723 (2024: $15,356) in accounting fees by AO Accounting & Advisory
Limited, a company related by way of common directorship, of which $3,063 (2024: $2,281)
remained outstanding asat half year end.
During the year, the Group incurred directors’ fees, inclusive of school fees and accommodation
allowance, amounting to $131,732 (2024: $131,275).
As at 31 August 2025, due from director amounted to $420,311 (2024: $436,067)
All amounts are unsecured, interest-free and repayable on demand.
5) RELATED PARTY TRANSACTIONS (Cont’d)
On 31 August 2025, Meyer Asset Management Ltd. entered into a loan agreement with its Director
and the cash previously held amounting to THB15,500,000 or $456,908 was treated as a loan to
the Director. The loan is structured with an open maturity and bears interest at a margin of 2 basis
points per annum or effective interest rate of 0.02%.
6) SHARE CAPITAL AND TREASURY SHARES
Share capital
Authorised
The Parent Company is authorised to issue an unlimited number of no par value shares of a single class.
Issued and fully paid:
31-Aug-25
31-Aug-24
11,433,433 (2024: 11,433,433) shares of no par value per share.
$913,496
$913,496
Each share of the Parent Company confers upon the shareholder:
a) the right to one vote on any resolution of shareholders;
b) the right to an equal share in any dividend paid by the Parent Company; and
c) the right to an equal share in the distribution of the surplus assets of the Parent Company
upon its liquidation.
The following was agreed by the parties under the Settlement Agreement:
a) the Group consented and ratified the transfer of Ray Alliance shares;
b) return of 322,000 shares of the Parent Company previously issued as consideration for the
Ray Alliance shares;
c) payment of SGD 350,000 to the Parent Company for claims on costs and damages.
Treasury shares recognised by the Group for the return of the Parent Company’s shares amounted
to $318,162 (2024: $318,162).
7) TAXATION
There is no mainstream taxation in the British Virgin Islands. The Parent Company and Meyer BVI
are not subject to any forms of taxation in the British Virgin Islands, including income, capital gains
and withholding taxes.
Meyer Thailand and Nihon Wealth Management Company Limited are subject to Thailand graduated
statutory income tax at a rate of 0 to 15% (2024: 0 to 15%) on profit before tax.
The current tax expense included in the half year consolidated statement of comprehensive income was nil (2024: nil).
The Group had no deferred tax assets or liabilities as at the reporting date.
8) EARNINGS PER SHARE
a) Basic
Basic earnings per share is calculated by dividing the profit attributable to equity holders of
the Parent Company bythe weighted average number of shares in issue during the year,
excluding treasury shares.
31-Aug-25
31-Aug-24
Earnings/(Losses) attributable to equity holders of the Parent Company
$8,284
$13,270
Weighted average number of shares in issue
11,433,433
11,433,433
Adjusted for weighted average number of:
- treasury shares
(322,000)
(322,000)
Weighted average number of shares in issue and for basic earnings for share
11,111,433
11,111,433
Basic earnings/(losses) per share
$0.00075
$0.00119
b) Diluted
Diluted earnings per share is calculated by adjusting the weighted average number of shares
outstanding to assume conversion of all dilutive potential shares. As at 31 August 2025 and
31 August 2024, the Parent Company had no share warrants or share options as potential
dilutive shares. For the share options and warrants, if any, a calculation is done to determine
the number of shares that could have been acquired at fair value based on the monetary value
of the subscription rights attached to outstanding share options and warrants. The number of
shares calculated is compared with the number of shares that would have been issued
assuming the exercise of the share options and warrants.
31-Aug-25
31-Aug-24
Earnings/(Losses) attributable to equity holders of the Parent Company
$8,284
$13,270
Weighted average number of shares in issue and for diluted earnings for share
11,111,433
11,111,433
Diluted earnings/(losses) per share
$0.00075
$0.00119
9) SEGMENTAL INFORMATION
The Group has two reportable segments based on geographical areas where the Group operates
and these were as follows:
British Virgin Islands (“BVI”) – where the Parent Company and Meyer BVI are domiciled. The Parent
Company serves as the investment holding company of the Group and Meyer BVI provides wealth
management and advisory services.
Thailand – where Meyer Thailand is domiciled and provides marketing and economic consulting
services to the Group and where Nihon Wealth Management Company Limited is domiciled and
provides property rental services.
The reportable segmental revenue, other profit and loss disclosures, assets and liabilities were as
follows:
Revenue
31-Aug-25
31-Aug-24
Total segment revenue
Inter-segment revenue
Revenue from external customers
Total segment revenue
Inter-segment revenue
Revenue from external customers
BVI
393,749
-
393,749
502,905
-
502,905
Thailand
97,708
(96,499)
1,209
96,399
(95,716)
683
Total
$491,457
$(96,499)
$394,958
$599,304
$(95,716)
$503,588
The revenue between segments is carried out at arm’s length. Revenues from two customers of the BVI
segment represent approximately 53% (2024: 64%) of the Group’s total revenues.
Other profit and loss disclosures
31-Aug-25
31-Aug-24
Commission expense
Depreciation
Income tax
Commission expense
Depreciation
Income tax
BVI
114,093
397
-
189,945
415
-
Thailand
2,137
4,592
-
1,720
247
-
Total
$116,230
$4,989
$-
$191,665
$662
$-
Assets
31-Aug-25
31-Aug-24
Total Assets
Total Assets
BVI
1,571,800
1,692,391
Thailand
740,684
695,595
Total
$2,312,484
$2,387,986
Intersegment assets amounting to $1,866,737 (2024: $1,547,211) were already eliminated in the total assets per segment above.
9) SEGMENTAL INFORMATION (Cont’d)
Liabilities
31-Aug-25
31-Aug-24
Total Liabilities
Total Liabilities
BVI
972,905
1,065,906
Thailand
13,126
13,044
Total
$986,031
$1,078,950
Intersegment liabilities amounting to $1,473,574 (2024: $1,427,156) were already eliminated in the total liabilities per segment above.
10) FINANCIAL RISK MANAGEMENT
The Group has exposure to a variety of financial risks that are associated with its financial
instruments. The most important types of financial risk to which the Group is exposed are market
risk, credit risk and liquidity risk.
The Group’s overall risk management program is established to identify and analyse this risk, to set
appropriate risk limits and controls, and to monitor risks and adherence to limits in an effort to
minimise potential adverse effects on the Group’s financial performance.
a) Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will
fluctuate as a result of market factors which includes interest rate risk and currency risk.
Interest rate risk
The financial instruments exposed to interest rate risk comprise cash and cash equivalents.
The Group is exposed to interest rate cash flow risk on these financial instruments, which earn
interest at floating interest rates that are reset as market rates change.
A sensitivity analysis was performed with respect to the interest-bearing financial instruments
and management noted that the anticipated interest rate changes would have no material
impact on the net assets of the Group.
Foreign currency risk
The Group may invest in financial instruments and enter into transactions denominated in
currencies other than its functional currency. Consequently, the Group is exposed to the risk
that the exchange rate of its currency relative to other foreign currencies may change in a
manner that has an adverse affect on the value of that portion of the Group’s assets or
liabilities denominated in currencies other than the U.S. Dollar.
10) FINANCIAL RISK MANAGEMENT (Cont’d)
31-Aug-25
31-Aug-24
Fair value
% of net assets
Fair value
% of net assets
Thailand Baht
$1,169,777
88.19%
$1,136,462
86.82%
Japanese Yen
$48,189
3.63%
$309,819
23.67%
Singaporean Dollar
$0
0.00%
$0
0.00%
Euro
$33,942
2.56%
$16,303
1.25%
United Kingdom Pound
$334,002
25.18%
$377,662
28.85%
$ 1,585,910
119.56%
$ 1,840,246
140.58%
The amounts in the above table are based on the net carrying value of monetary assets and liabilities.
The following below summarises the sensitivity of the net assets to changes in foreign
exchange movements at 31 August 2025 and 31 August 2024. The analysis is based on
the assumption that the relevant foreign exchange rate increased/decreased against the U.S.
Dollar by 5%, with all other variables held constant. This represents management’s best
estimate of a reasonable possible shift in the foreign exchange rates, having regard to
historical volatility of those rates.
31-Aug-25
31-Aug-24
Thailand Baht
$58,489
$56,823
Japanese Yen
$2,409
$15,491
Singaporean Dollar
$0
$0
Euro
$1,697
$815
United Kingdom Pound
$16,700
$18,883
$79,295
$92,012
b) Credit risk
Credit risk represents the accounting loss that would be recognised at the reporting date if
financial instrument counterparties failed to perform as contracted.
The carrying amounts of financial assets best represent the maximum credit risk exposure at
the reporting date.
As at 31 August 2025 and 31 August 2024, the Group’s financial assets exposed to credit
risk amounted to the following:
31-Aug-25
31-Aug-24
Cash and cash equivalents
977,389
1,154,431
Trade receivables (net of allowance for doubtful accounts of $8,572 (2024: $8,572)
71,129
68,018
Loans and other receivables
48,280
31,688
Due from director
420,311
436,067
$1,517,109
$1,690,204
10) FINANCIAL RISK MANAGEMENT (Cont’d)
b) Credit risk (Cont’d)
i) Risk management
The extent of the Group’s exposure to credit risk in respect of these financial assets
approximates their carrying values as recorded in the Group’s consolidated statement of
financial position.
The Group invests available cash and cash equivalents with various banks. The Group
is exposed to credit-related losses in the event of non-performance by such
counterparties to financial instruments, but given their reasonable credit ratings,
management does not expect any such counterparty to fail to meet its obligations.
The Group’s exposure to credit risk is influenced mainly by the individual characteristics
of each customer. To reduce exposure to credit risk, the Group may perform ongoing
credit evaluations on the financial condition of its customers, but generally does not
require collateral. The Group has significant exposure to a small number of customers,
the two largest owing $15,868 (2024: $13,525) as at half year end, which represents
20% (2024: 18%) of gross trade receivables. The Group is exposed to credit-related
losses in the event of non-performance by these customers. The exposure to credit
risk is reduced as these customers have a good working relationship with the Group
and management does not expect any significant customer to fail to meet its obligations.
The Group is exposed to credit risk on due from director to the extent that the
counterparty to this financial instrument may not be able to fulfil his obligations. However,
the Group does not expect this counterparty to fail to meet his obligations.
ii) Security
For some trade receivables, the Group may obtain security in the form of guarantees,
deeds of undertaking or letters of credit which can be called upon if the counterparty is
in default under the terms of their agreement.
iii) Impairment of financial assets
The Group applies the general approach to measuring ECL based on the full three-stage
model.
The Group determined the ECL based on probability-weighted outcome, the time value
of money and reasonable and supportable information that is available without undue
cost or effort at the reporting date about past events, current conditions and forecast of
future economic conditions. The assessment also considered borrower specific
information.
To measure ECL, trade receivables have been grouped based on shared credit risk
characteristics and the days past due.
10) FINANCIAL RISK MANAGEMENT (Cont’d)
b) Credit risk (Cont’d)
iii) Impairment of financial assets (Cont’d)
The expected loss rates are based on the payment profiles of revenues over a period of
36 months before 31 August 2025 or 31 August 2024, respectively, and the
corresponding historical credit losses experienced within this period. The historical loss
rates are adjusted to reflect current and forward-looking information on macroeconomic
factors affecting the ability of the customers to settle the receivables.
On that basis, the loss allowance as at 31 August 2025 or 31 August 2024 were
determined as follows:
Expected
Balance at
Credit
Loss Allowance at
31-Aug-25
Loss Rate
31-Aug-25
Trade receivables
$79,701
10.76%
$8,572
Expected
Balance at
Credit
Loss Allowance at
31-Aug-24
Loss Rate
31-Aug-24
Trade receivables
$76,590
11.19%
$8,572
The closing loss allowance for trade receivables as at 31 August 2025 or 31 August 2024
reconciles to the opening loss allowance as follows:
31-Aug-25
31-Aug-24
Opening balance
8,572
8,572
Increase/(decrease) in loss allowance
-
-
Closing balance
$8,572
$8,572
Trade receivables are written off when there is no reasonable expectation of recovery.
Indicators that there is no reasonable expectation of recovery include, amongst others,
the failure of a debtor to engage in a repayment plan with the Group, and a failure to
make contractual payments for a period of greater than 365 days past due.
Impairment losses on trade receivables are presented as net impairment losses within
operating profit. Subsequent recoveries of amounts previously written off are credited
against the same line item.
While cash and cash equivalents, due from director and loans and other receivables are
also subject to the impairment requirements, the identified impairment loss was
immaterial.
10) FINANCIAL RISK MANAGEMENT (Cont’d)
c)
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations asthey
fall due. The Group’s approach to managing liquidity is to ensure, as far as possible, that it
will always have sufficient liquidity to meet its liabilities when due, under both normal and
stressed conditions, without incurring unacceptable losses or risking damage to the Group’s
reputation. Typically, the Group ensures that it has sufficient cash on demand to meet
expected operational needs as they arise.
The Group’s financial liabilities are expected to be settled within a year from the reporting
date.
11) FAIR VALUE INFORMATION
For certain other financial instruments, including cash and cash equivalents, trade receivables, loans
and other receivables, due from director, trade payables and other payables and accrued expenses,
the carrying amounts approximate fair value due to the immediate or short-term nature of these
financial instruments.
Non-financial assets
At the end of each reporting period, the Directors update their assessment of the fair value, taking
into account the most recent independent valuation. The Directors determine a property’s value
within a range of reasonable fair value estimates. The best evidence of fair value is current prices
in an active market for similar properties.
The Group engages an external, independent and qualified appraiser to determine the fair value of
investment property. As at 31 August 2025 and 31 August 2024, the fair value of investment
property has been based on an independent valuation report by American Appraisal (Thailand) Ltd.
dated 15 June 2021.
The fair value estimate for investment property is included in Level 2 and has been derived using
the sales comparison approach. The key inputs under this approach are the price per square metre
from recent sales and listings of comparable properties in the area (location and size). Adjustments
were made for the differences between the Group’s investment property and the recent sales and
listings of properties regarded as comparable.
The following table shows the carrying amounts and fair values of non-financial assets, including
their levels in the fair value hierarchy at 31 August 2025 and 31 August 2024:
31-Aug-25
31-Aug-24
Non-financial assets - Level 2
Investment property
$653,211
$621,215
The Group did not hold any non-financial assets measured at fair value under the Levels 1 and 3
hierarchies as at 31 August 2025 and 31 August 2024.
There were no significant investments transferred between Levels 1, 2 and 3 during 2025 and 2024.
12) CAPITAL RISK MANAGEMENT
The Group’s objectives when managing capital are:
to safeguard the Group’s ability to continue as a going concern; and
to provide adequate returns to its shareholders.
In order to maintain or balance its overall capital structure to meet its objectives, the Group is
continually monitoring the level of share issuance and any dividend declaration and distributions to
shareholders in the future.
13) COMPARATIVE INFORMATION
Certain comparative figures have been reclassified to conform with the current year’s presentation
