REG - Fairview Intnl PLC - Maiden results for the year ended 30 June 2025
30/10/2025 15:00
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RNS Number : 5595F Fairview International PLC 30 October 2025
Fairview International PLC
("Fairview" or the "Company")
Maiden results for the year ended 30 June 2025
Fairview, the operator of international schools following the International
Baccalaureate ("IB") curriculum, is pleased to provide the Company's maiden
audited consolidated results for the year ended 30 June 2025, the first
financial year following the Company's IPO in October 2024.
Highlights in the Chairman's statement include:
· Revenue for the year ended 30 June 2025 was £5.34 million, a 6.0%
increase from £5.01 million in 2024.
· As of 30 September 2025, total student headcount stood at 727, a 4.9%
increase from 693 in September 2024.
· Operating Profit for the year ended 30 June 2025 was £2.96 million,
an increase of 13% on the previous year (2024: £2.62 million)
· Profit before tax and exceptional items for the year ended 30 June
2025 was £2.18 million, an increase of 14.7% (2024: £1.90 million).
· Exceptional costs of £878,000 million in aggregate (2024: £nil)
related to the Company's IPO and the pre IPO group reconstruction.
· Profit before tax for the year was £1.30 million (2024: £1.90
million) and profit after tax was £0.75 million (2024: £1.34 million)
· Increased marketing and recruitment efforts are expected to drive
further growth in headcount.
· Surplus land at the Johor Bharu school may benefit from development
of the Johor-Singapore Special Economic Zone.
· Rising demand for international education coupled with a growing
expatriate population in Malaysia are key business drivers.
Dr Vincent Chian, Chief Operating Officer of Fairview, discusses the Company's
audited consolidated results for the year ended 30 June 2025 with focusIR
here: https://media.focusir.com/FairviewInternationalFY25Results
(https://media.focusir.com/FairviewInternationalFY25Results)
The Company's annual report and accounts for the year ended 30 June 2025 will
be posted today to Fairview's shareholders. The notice of annual general
meeting ("AGM") is expected to be posted shortly thereafter and the AGM will
be held in December 2025.
The annual report and accounts are available on the Company's website:
www.fairviewplc.uk
This announcement contains inside information for the purposes of the UK
Market Abuse Regulation and the Directors of the Company are responsible for
the release of this announcement.
Daniel Chian, Chairman of Fairview, commented: "It is a pleasure to present
Fairview's maiden annual report since our IPO in October 2024. As we
anticipated at the time, it has been a year of great progress, both
operationally and academically. Both of our schools are able to increase
student numbers without the need for further capex or facilities and our focus
on marketing and recruitment is bearing fruit with enrolments comfortably
ahead of the comparative period last year.
"As with other educational businesses, student headcount is our most important
KPI and we support this with our competitive fee structure and consistently
strong academic results. We have every reason to believe that the current
financial year will show further growth. Our IPO was a landmark achievement
and the management team have built on this success by raising Fairview's
profile. In this regard, macro-economic factors are in our favour. Demand
for high quality independent education continues to rise, the International
Baccalaureate curriculum grows in popularity and Malaysia's policy of
expanding expatriate student numbers should all contribute to Fairview's
further development.
"My thanks go to our board of directors for their wise counsel, all of
Fairview's staff for their hard work this year and to our shareholders for
their support."
For further information, please contact:
Fairview International PLC
Daniel Chian, Chairman via focusIR
Website: www.fairviewplc.uk
focusIR
Kat Perez Tel: +44 (0) 7881 622 830
kat.perez@focusIR.com (mailto:kat.perez@focusIR.com)
Forward Looking Statements
These forward-looking statements are not historical facts but rather are based
on the Company's current expectations, estimates, and projections about its
industry; its beliefs; and assumptions. Words such as 'anticipates,'
'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar
expressions are intended to identify forward-looking statements. These
statements are not a guarantee of future performance and are subject to known
and unknown risks, uncertainties, and other factors, some of which are beyond
the Company's control, are difficult to predict, and could cause actual
results to differ materially from those expressed or forecasted in the
forward-looking statements. The Company cautions security holders and
prospective security holders not to place undue reliance on these
forward-looking statements, which reflect the view of the Company only as of
the date of this announcement. The forward-looking statements made in this
announcement relate only to events as of the date on which the statements are
made. The Company will not undertake any obligation to release publicly any
revisions or updates to these forward-looking statements to reflect events,
circumstances, or unanticipated events occurring after the date of this
announcement except as required by law or by any appropriate regulatory
authority.
CHAIRMAN'S STATEMENT
For the period ended 30 June 2025
It is a pleasure to present our maiden annual report and accounts since
joining the London Stock Exchange in October 2024. Our IPO marked a
significant milestone in the development of Fairview International PLC
("Fairview" or the "Company"). We are one of very few companies from Malaysia
to achieve this feat and, likewise, one of very few international school
businesses to be quoted on a global stock exchange. The exposure that this
has given us, as well as the validation of the quality of our management,
should not be underestimated and we are already seeing how this distinction is
benefitting our schools.
Consolidated revenue for the year ended 30 June 2025 was £5.34 million, an
improvement of 6% on the prior year to 30 June 2024 of £5.01 million as the
benefits of higher average fees across the Company's two schools in Malaysia
take effect. Alongside these fee increases, our continued focus on
management of its operating and administrative cost base are improving
margins.
Profit before tax and exceptional items for the year ended 30 June 2025 was
£2.18 million (2024: £1.90 million). Exceptional costs of £0.88 million in
aggregate (2024: £nil) related to the costs associated to the Company's IPO
and those related to the pre-IPO group reconstruction. Profit before tax for
the year was £1.30 million (2024: £1.90 million) and profit after tax was
£0.75 million (2024: £1.34 million)
One of our most significant KPIs is student numbers. As of 30 September
2025, total headcount stood at 727 - up 4.9% from 693 September 2024. New
enrolments for the academic year ending 30 June 2026 are currently 212,
compared to 186 at the same time last year. The Company has increased its
investment in marketing and recruitment and anticipates continued gains as the
academic year progresses. Coupled with sustained fee growth, this positions
Fairview for ongoing expansion.
This success in forthcoming enrolments and applications is particularly
pleasing given the increased resources we have put into marketing our schools
since our IPO. It is clear now that these initiatives are bearing fruit.
Of the Company's current total enrolments, 37% of students are in the Primary
Years Programme, 56% in the Middle Years Programme and only 7% in the IB
Diploma Programme. This weighting to younger students gives the board
confidence that Fairview's "customer base" is robust with such a large
proportion of its students with many years of education still to complete.
Both of Fairview's schools have the ability to take on greater numbers of
students, with overall capacities of 1,500 and 750 in Kuala Lumpur and Johor
Bharu respectively. With the Company therefore only operating at around one
third of its maximum capacity, but nevertheless trading profitably, the
economies of scale that exist within our business model will be apparent to
our shareholders and underpins our plans for organic expansion.
The Company expects to benefit in particular from the roll out and development
of the Johor-Singapore Special Economic Zone ("JSSEZ") that commenced with a
memorandum of understanding signed in January 2024. Whereas the exact timing
and extent of the outcomes from the JSSEZ initiatives cannot be accurately
determined at this stage, the expansion and acceleration in economic growth
and development in Johor Bahru is assured. This provides opportunities for
investment and for population growth leading to a greater demand for the
international education, and the possibility of the entering into a
development project on its Johor Bharu property, which has land surplus to its
immediate educational needs.
Fairview's academic results continue to be a key differentiator. For the sixth
consecutive year, the Kuala Lumpur campus was ranked in the top 100 IB schools
globally and second in Malaysia. All students passed the IB Diploma Programme,
with an average score of 34.53 - well above the global average of
approximately 30. In the Middle Years Programme, Kuala Lumpur and Johor Bahru
reported record scores of 5.07 and 5.47 respectively (compared to a global
average of approximately 4.8). These outcomes strengthen Fairview's appeal to
both students and parents.
We are mindful that Fairview offers very attractive education costs alongside
delivering a leading International Baccalaureate ("IB") curriculum and this
competitive pricing model does provide us with opportunities to effect
increases in school fees in future financial years in line with cost
increases. Other international schools may not have that flexibility. It
is well publicised in the United Kingdom for example that schools are needing
to cut costs to balance the VAT and National Insurance burdens imposed on
them. Eventually cost cuts reach the school's facilities thereby,
potentially, impacting what they can deliver to their students. Fairview, in
contrast, is less impacted by such restrictions.
By their nature, schools have a long-term relationship with their customers -
namely families - and it has always been Fairview's policy to support and
reward our students through bursaries, scholarships and academic awards. We
are confident that these gestures are repaid both through the ongoing loyalty
of our customer base and the reputation this affords us in the communities
that we serve.
It is inevitable that this period's accounts would reflect the IPO and the
impact on our bottom line was mainly due to non-recurring administrative
expenses amounting to £0.88 million. Outside of these one-off transactional
costs, the Board continues to manage its budget tightly and the Company
benefits from resource sharing within the Fairview network.
Benefits of the Fairview International Schools Network
Currently the Fairview International schools network (the "Fairview Network")
consists of six schools, of which five are located in Malaysia and one in the
United Kingdom. The two schools acquired by the Company are part of this
network and accordingly benefit from several advantages:
Academic Excellence through International Baccalaureate education: The
Fairview Network's market position as the first educational organisation in
Malaysia to offer an uninterrupted IB continuum programme for ages 5 to 18
sets it apart from competitors. Additionally, academic excellence is evidenced
in its student outcomes ranking in the top 1% of IB World schools for the
Diploma Programme for four consecutive years as well as both Fairview KL and
Fairview Johor exceeding the Middle Years world average scores.
Proprietary educational programmes: The Fairview Network's intellectual
property centres on its differentiated educational approach, proprietary
educational programmes, management systems, quality assurance processes and
incorporates the BeED LMS. Specifically, the Fairview Network's distinctive
academic programmes, such as the Falcons Leadership Programme, ToolBox Skills
Programme, and character education, provide students with a well-rounded
education that goes beyond academics. As these programmes are measured and
benchmarked, their integration into the curriculum to ensure a systemised
development of skills alongside knowledge acquisition differentiates the
Fairview Network from competing schools. These proprietary assets contribute
to the academic distinctiveness, academic effectiveness and operational
efficiency of the schools.
Outdoor Experiential Learning: By providing students with opportunities to
apply classroom knowledge to real-world experiences through annual
international expeditions and study camps at its outdoors education centre,
the Fairview Network differentiates itself from competitors as these
experiences become platforms for students to create relevancy and
contextualise their learning; the foundations of personalised learning.
Financial Efficiency and Academic Effectiveness: The Fairview Network's strong
financial performance and academic excellence, as demonstrated by its
consistently high IB scores, is proof in concept to Fairview Network's
business model. The Fairview Network's ability to deliver outstanding academic
results while maintaining financial efficiency positions it for sustainable
growth.
Competitive School Fees: By offering high-quality IB education at
approximately 40 per cent. less than other comparable schools in Malaysia and
around half the cost of other schools in Asia, the FIS network attracts a
wider pool of students. This competitive pricing strategy enables the network
to capture market share from both local and international students.
Overview of Fairview's schools
Kuala Lumpur
Fairview Kuala Lumpur ("Fairview KL"), the largest IB school in Malaysia, is
located on a 3.5-acre site in Kuala Lumpur's Wangsa Maju district and is noted
for its diverse community, representing 34 nationalities with around half of
the students being from expatriate families and half from local families. The
school currently has 518 students enrolled and has capacity for 1,500
students. The school is fully accredited by International Baccalaureate
Organisation for the Primary Years Programme ("PYP"), Middle Years Programme
("MYP") and the IB Diploma Programme ("IBDP") offering an uninterrupted IB
continuum for ages 5 to 18 years. In addition to the Fairview Network benefits
above, it has these selling points:
1. Dominus Arts Performance Hall: The campus is a hub for high-level,
international performances with a 600-person capacity hall hosting an array of
cultural events and providing students with opportunities to explore and
express their artistic talents.
2. Award-Winning IBDP Programme: Education Advisers Ltd, an international
education consultancy, has ranked Fairview KL as having the best IB Diploma
Programme in Malaysia for four consecutive years, an achievement which is a
testament to the school's rigorous curriculum and focus on excellence. It also
ranked Fairview KL in the top 1% of its global league table.
Fairview KL is also the key commercial centre for the Fairview Network, owning
both the network's proprietary software and education systems and operating as
the network's headquarters and employing the key executive and administration
teams for the network. Fairview KL levies a charge of RM3,000 per student to
other schools in the network for these services. The charge covers access to
the curriculum operated by the Fairview Network, the software used by the FIS
Network as well as legal, financial and human resources support as well as
licencing of the Fairview brand.
Johor Bahru
Founded in 2007, Fairview Johor Bahru ("Fairview Johor") is an international
school community strategically located near the Malaysia-Singapore border
(just a 20-minute drive away) and thereby offering a cost-effective
alternative to more expensive Singaporean education. The school's 5-acre
campus currently has 192 students but has growth potential to accommodate a
potential 750 students. The school is accredited by the IB Organisation for
the PYP and MYP.
The location has convenient highway access and the school's facilities include
basketball courts, laboratories and a concert hall. Core subjects offered
include languages (Malay, Mandarin and English), science, mathematics,
humanities, arts and music, digital design and physical and health education.
The school is the only institution in southern Malaysia certified for the IB
primary and middle years programmes for ages 5 to 16.
Fairview's teaching approach
Fairview's teaching approach is grounded in the internationally acclaimed
International Baccalaureate curriculum, which promotes academic rigour and
pays particular attention to the holistic development of its learners. The
goal is to nurture internationally minded students who will thrive in
tomorrow's world, not just excel in exams.
Inquiry-Based and Concept-Based Learning: By emphasising inquiry-based
learning, concept- based teaching, inter- and transdisciplinary learning,
differentiated learning, and varied assessment, Fairview ensures deep student
engagement and the development of critical thinking skills.
ToolBox Skills Programme: Fairview's in-house developed programme
systematically develops essential skills as outlined in the IB curriculum.
Every skill is taught through a specific model and assessed at the end of each
unit. This approach ensures that students not only acquire knowledge but is
also provided with a framework to develop the skills necessary for success in
their academic and personal lives.
Character Development: By integrating values education within subject areas,
Fairview enables students to develop their character alongside knowledge
acquisition. This holistic approach to education sets the network apart from
competitors as it integrates opportunities to learn values offering a
well-rounded education.
Falcon's Leadership Programme: The annual leadership camp, which
systematically develops children's leadership skills based on the Five
Leadership Practices by Kouzes and Posner, provides a key proposition for
Fairview as it focuses on cultivating the skills and mindset necessary for
effective leadership.
BeED Learning Management System (BeED LMS): Fairview's advanced online
delivery programme, supported by the BeED LMS, ensures consistent planning,
support, and access to resources for teachers and students across all
campuses. This technology-driven approach enables personalised and
collaborative learning, meeting the specific needs of each learner within the
Fairview Network's diverse campuses whilst maintaining a consistent standard
of education across all schools. It also ensures that all teachers in the
network benefit from the same database of resources and are able to leverage
shared experiences across the network. Fairview's comprehensive approach to
education, which combines rigorous academics, systematic skill development,
character education, experiential learning, and innovative technology provides
a well-rounded, high-quality educational experience that prepares students for
success in an increasingly interconnected world within and beyond the
classroom.
The IB Advantage
Fairview believes that offering the full continuum of IB programmes (PYP, MYP
and DP) catering to students aged 5-18 provides a strategic advantage.
As an International Baccalaureate World School, Fairview offers its students a
globally recognised and respected educational programme that provides them
with numerous advantages in academics, skill development, and employability.
The IB Diploma Programme has consistently demonstrated its ability to prepare
students for success in higher education and beyond.
IBDP students are more motivated and engaged than their non-IB peers. IB
students on average had both higher SAT scores and high school GPAs (grade
point averages) compared to non-IB students. Results also showed positive and
significant effects of IB participation on college retention and graduation
rates. For instance, the 4-year college graduation rate for IB Diploma
graduates is considerably higher than for their non-IB peers. Specifically,
62% of IBDP graduates who enrolled in 4-year postsecondary institutions
graduated after four years, compared to only 41% of all students across the
United States. This strong academic foundation translates to superior
university performance and more prestigious admissions. The acceptance rate of
IB students into Ivy League universities is up to 18% higher than the total
population acceptance rate. The gap is even more significant for top-ranked
universities outside of the Ivy League, where it is 22% higher, on average.
The IB curriculum fosters the development of critical skills that are highly
valued by universities and employers. Results from a study in Australia,
England and Norway confirms that IB students had significantly higher levels
of critical thinking than their non-IB peers. The programme also cultivates
global competence, IB students across six countries showed higher levels of
global mindedness than their non-IB peers.
IB graduates enjoy significant advantages in university admissions and career
opportunities. Studies showed that 84.6% of IB candidates enrolled in
university immediately after graduating from high school compared to 66% of
all US high school graduates. Of the IB students who enrolled in college
immediately after high school, 90.4% returned to the same institution the
following year compared to 80% of all US students. A study in the United
Kingdom found that IB diploma students were three times more likely to enrol
at a top 20 higher education institution, 40% more likely to achieve at least
an upper second-class honours degree, and 7% more likely to earn a first-class
honours degree compared to matched A level students. Additionally,
post-university, IB diploma holders were 38% more likely than their A level
peers to be engaged in further study.
The IB programme instils a love for lifelong learning, with study participants
agreeing that it helped students to become better at "taking on new
challenges", "learning to persevere" and "developing better interpersonal
skills". Moreover, alumni and current DP students felt that CAS had helped
them to become more "communicative", "willing to accept new challenges" and
"collaborative".
Recognised and respected by universities and employers in over 150 countries,
the IBDP offers graduates increased global mobility and career opportunities.
By offering the IB Diploma Programme, Fairview KL provide students with a
comprehensive education that prepares them for success in academics, career,
and personal development, setting them apart from their peers and positioning
them for a bright future in an increasingly competitive global landscape.
Although Fairview KL is, at present, the only school in the Fairview Network
in Malaysia that offers the IBDP, the Fairview Network continues to expand the
product portfolio for the other schools and the Company expects to include the
Fairview JB in the IBDP programme in the near term subject to market demand.
Business drivers
Malaysia is aiming to attract 250,000 international students in 2025.
Overall international student applications increased by 25% in the 2024
calendar year supported by demand from other East Asian countries. Malaysia
issued over 154,000 expatriate passes in 2024 - the highest since 2018 - with
upward momentum continuing into 2025.
Applications from China are the largest constituent, rising to 33,216 in 2024,
up 24.7% from 2023, and marking a 173% increase compared to pre-pandemic 2019
when there were around 12,000 Chinese students in Malaysia.
The number of Chinese citizens living in Malaysia has nearly doubled in three
years, rising from approximately 82,000 in 2022 to between 150,000 and 200,000
currently. Most new arrivals are middle-class families, students and
investors, seeking more affordable or welcoming alternatives amid slower
growth and stricter business policies in China. There is reportedly less
anti-China sentiment in Malaysia, making it an appealing environment for these
groups. Chinese student enrolment in Malaysian universities has similarly
grown by 35% in the last three years.
Rising Demand for International Education
Since IB schools provide a globally recognised pathway to higher education (in
both Western and Asian universities), the Fairview board expects to see
sustained growth in applications from expatriate and relocating families. In
particular, families migrating from China may prefer the IB over local
curricula as it is not tied to national politics, making it an attractive
neutral, globally portable qualification.
The IB curricula in Malaysia often costs less than in Singapore, Hong Kong or
international schools in Europe. This price advantage, combined with visa
accessibility and Malaysia's proximity to China could make Malaysian IB
schools a preferred gateway for families who want international schooling but
cannot afford Singapore or the UK.
In time, the Fairview board believes that Malaysia could become a regional IB
hub with affordable yet high-quality IB schools.
Fairview's campuses in Kuala Lumpur and Johor Bahru mean it is geographically
well placed to serve both Chinese expats and families near Johor who want
access to both Malaysia and Singapore. Furthermore, Malaysia's cultural
familiarity with Chinese communities and Mandarin being widely spoken makes a
transition to Fairview easier for Chinese families than moving to a Western
country.
Compared with premium international schools in Singapore or Hong Kong,
Fairview's fees are significantly lower while still offering the full IB
continuum. This makes it particularly attractive for middle-income expats who
want an IB education but cannot afford "tier one" international schools.
Acquisition strategy
As I explained earlier in the year, since completing our IPO, we have
continued to assess opportunities to expand our business, examining both
acquisitions and new builds applying the criteria of economic growth, demand
for quality education and sustainability in their assessments. As well as
South-East Asia, and Asia generally, which holds a number of attractions given
the rising demand for international education, the United Kingdom remains a
core focus for us, reflecting both the positive attitudes of Asian families to
a British education and the growing interest in the IB curriculum. The
recent VAT and National Insurance changes on independent schools is, as
expected, producing numerous opportunities as schools experience falling
demand and higher costs in the new tax regime. Fairview's cost-effective
model and resource sharing capabilities provides the resilience and growth
potential to take advantage of these opportunities.
Notice of the Company's first AGM, which will be held in December 2025, will
be despatched to shareholders shortly.
Daniel Chian
Chairman
30 October 2025
CONDOLIDATED STATEMENT OF COMPREHENSIVE INCOME
2025 2024
NOTES £'000 £'000
Revenue 15 5,342 5,011
Cost of sales 20 (2,606) (2,616)
Gross profit 2,736 2,395
Other operating income 26 1,161 815
Administrative expenses (940) (586)
Operating profit 2,957 2,624
Finance costs 16 (779) (727)
Profit before taxation and exceptional items 2,178 1,897
Exceptional items 22 (878) 0
Profit before taxation 1,300 1,897
Income tax expense 17 (546) (554)
Profit after taxation 754 1,343
Total comprehensive income attributable to:
The shareholders of the Company 724 1.343
Non-controlling interest 30 0
754 1,343
Earnings per share (basic & diluted):
Pro-forma basic & diluted earnings per share attributable to the owners of 24 0.13 -
the company
Pro-forma basic and diluted earnings per share before non - recurring IPO 24 0.28 -
costs attributable to the owners of the Company (pence)
There was no other comprehensive income in the period.
The accompanying notes form part of these financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
NOTE 2025 2024
£'000 £'000
Non-Current assets
Property, plant and equipment 4 13,247 13,248
Right-of-use assets 5 1,473 1,471
Intangible assets 6 136 207
Total non-current assets 14,856 14,926
Assets Held for Sales 11 4,915 6,812
Current assets
Inventories 7 53 59
Trade receivables 8 26 9
Other receivables 9 6,061 5,700
Cash and bank balances 10 163 1,083
Total current assets 11,218 13,663
Total Assets 26,074 28,589
Current Liabilities
School fee deposit payables 566 1,919
Other payables 18 981 2,125
Bank borrowings (Secured) 14 4,154 3,603
Unearned portion of school fees received 1,153 863
Tax liabilities 343 153
Total current liabilities 7,197 8,663
Non-Current liabilities
Deferred tax liabilities 13 1,974 2,005
Bank borrowings (secured) 14 7,500 8,609
Other payables 18 3,648 6,793
Total non-current liabilities 13,122 17,407
TOTAL LIABILITIES 20,319 26,070
Equity
Share capital 12 5,560 5,000
Share premium 25 2,176 0
Distributable 13,594 13,889
Exchange reserve 75 34
Minority interest (7) (37)
Merger reserve (16,367) (16,367)
Retained earnings 724 (0)
5,755 2,519
Total Equity and Liabilities 26,074 28,589
Fairview International PLC is registered in England and Wales with number
15528502.
The financial statements were approved by the Board of Directors on 29 October
2025 and signed on their behalf by:
Daniel
Chian
Malcolm Groat
The accompanying notes form part of these financial statements.
CONSLIDATED STATEMENT OF CHANGES IN EQUITY
£'000 Share capital Share premium Merger deficit Foreign reserve Distributable Retained earnings Total attributable to owners of parent Non-controlling interests Total equity
Balance at 30.06.2023 0 0 0 0 0 0 0 0 0
Profit of the year 0 0 0 0 0 (0) (0) 0 (0)
Issuance of share capital 0 0 0 0 0 0 0 0 0
Merger acquisition 5,000 0 (16,367) 34 13,889 0 2,556 (37) 2,519
Balance at 30.06.2024 5,000 0 (16,367) 34 13,889 (0) 2,556 (37) 2,519
Profit for the year 0 0 0 0 0 724 724 30 754
Other comprehensive income for the financial year 0 0 0 41 0 0 41 0 41
Bonus issue 295 0 0 0 (295) 0 0 0 0
Issuance of share capital 265 2,385 0 0 0 2,650 0 2,650
Share issuance expenses 0 (209) 0 0 0 0 (209) 0 (209)
Balance at 30.06.2025 5,560 2,176 (16,367) 75 13,594 724 5,762 (7) 5,755
CONSOLIDATED STATEMENT OF CONSOLIDATED CASH FLOW
NOTE 2025 2024
£'000
£'000
CASH FLOWS FROM OPERATING ACTIVITIES
Profit for the period before taxation 1,300 1,897
Adjustment for:
Amortisation of intangible asset 6 101 173
Depreciation of property, plant and equipment 4 321 322
Depreciation of right-of-use assets 5 27 16
Loss on disposal of property, plant and equipment 0 7
Interest expenses 16 779 727
Interest income 26 (246) (268)
(Increase)/Decrease in inventories 7 6 36
Increase in trade receivables 8 (18) 31
Decrease/(Increase) in other receivables 9 (361) 9,905
Increase/(decrease) in other payables 18 (5,383) 5,806
Loss on foreign exchange - unrealised 0 66
Tax refund 0 7
Tax paid (424) (444)
Cash (absorbed in)/generated from operating activities (3,898) 18,281
Cash flows (for)/from investing activities
Purchase of disposal of assets held for sale 0 0
Purchase of property, plant and equipment 4 (58) (15)
Purchase of intangible assets 6 (24) (39)
Purchase of right of use assets 5 0
Proceeds from disposal of assets held for sale 11 2,031 104
Proceeds from disposal of property, plant and equipment 0 31
Acquisition of capital contribution 0 96
Interest income received 246 268
Cash (absorbed in)/generated from investing activities 2,195 445
Cash flow from financing activities
Interest paid 16 (779) (727)
Proceeds from issuance of shares 2,650
Drawdown of term loan 880 4,657
Repayment of term loan (1,437) (3,517)
Dividend received 62 0
Dividend paid 0 (18,858)
Share issuance expenses 25 (209) 0
Cash (absorbed in)/generated from financing activities 1,167 (18,445)
Net changes in cash and cash equivalents (536) 281
Effect of foreign exchange differences 41 3
Forex translation difference (425) 0
Cash and cash equivalents at beginning 10 1,083 799
Cash and cash equivalents at end 163 1,083
The accompanying notes form part of these financial statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL INFORMATION
1.1 Statutory information
Fairview International PLC is a public limited company, registered in England.
The Company's registered number 15528502 and registered office address
Eastcastle House, 27 -28 Eastcastle Street, London W1W 8DH, United Kingdom.
The Company was established to acquire two companies which own and operate two
private independent schools in Malaysia that offer the international
baccalaureate programme.
1.2. Basis of preparation of financial statements
The principal accounting policies adopted by the Company in the preparation of
the financial statements are set out below. The financial statements have been
presented in pounds sterling (£), being the functional currency of the
Company. The financial statements have been prepared in accordance with
International Financial Reporting Standards ("IFRS") as adopted by the United
Kingdom, including interpretations made by the International Financial
Reporting Interpretations Committee issued by the International Accounting
Standards Board. The standards have been applied consistently. The historical
cost basis of preparation has been used.
The Company applies merger accounting to reconstructions of entities under
common control in accordance with FRS 102. This policy applies to all
reorganisations and transfers of entities or businesses between entities under
common control where the substance is a group reconstruction rather than an
arm's‑length acquisition.
The Company applies merger accounting where:
- The combining entities are under the control of the same party or
parties both before and after the transaction;
- The transaction is a reorganisation of the group (no change in
ultimate economic ownership or control); and
- It is practicable to restate comparatives for all periods
presented.
Under merger accounting:
- Assets and liabilities of combining entities are recognised at
their carrying amounts in the predecessor entities immediately prior to the
reconstruction.
- No goodwill is recognised.
- The investment held by the parent is eliminated against the
subsidiary's share capital, share premium and other reserves using historical
carrying amounts.
- Any difference between the consideration given and the carrying
amount of net assets acquired is recognised directly in equity, normally as a
merger reserve
- Depreciation, amortisation and impairment are applied on the
carrying amounts so recognised.
- Financial information for prior periods are restated as if the
group structure had existed for all periods presented. If restatement is
impracticable, the nature of the limitation and its effect will be disclosed.
Standards and interpretations issued but not yet applied
A number of new standards and amendments to standards and interpretations have
been issued but are not yet effective and, in some cases, have not yet been
adopted by the UK. The Directors do not expect that the adoption of these
standards will have a material impact on the Group's financial statements.
Going concern
The financial statements have been prepared on a going concern basis which
assumes that the Company will continue in operational existence for the
foreseeable future.
The Company has been financed through a combination of investment by its
shareholders and bank debt and, during the period the Company raised £2.6
million before costs, from the issue of shares at the time of its IPO. The
Company made a profit for the period of £2.2 million before taxation (and
exceptional items). Furthermore, the Company held bank balances of £163,000
as at the year end.
In assessing whether the going concern assumption is appropriate, the
Directors consider all available information for the foreseeable future, in
particular for the twelve months from the date of approval of the financial
statements. This information includes management prepared cash flow forecasts,
the Company's current cash balances and the Company's existing and projected
monthly running costs. Furthermore, the Directors are mindful that, if the
Company needs to raise further funds over the 12 months following approval of
the financial statements to execute its strategy and for working capital, it
has the ability to access additional financing. Specifically, the Company
successfully completed an equity fundraising in October 2024 and the Group's
bank facilities were renewed in June 2025.
Therefore, the Directors have made an informed judgement at the time of
approving the financial statements that there is a reasonable expectation that
the Company has adequate resources to continue in operational existence for
the foreseeable future. Thus, they continue to adopt the going concern basis
of accounting in preparing the financial statements."
In making this statement, the Board has had regard to the following:
a. The Company's 2026 Budget
b. No major new capital projects beyond those already approved as of the
date of the Budget
c. Interest rates on the Company's existing debt facilities which are
assumed to range from 4.57% to 8.50% per annum
d. The Company's current cash balance and bank borrowings are in line
with projections.
e. The ability to increase student numbers without a corresponding
increase in academic or administrative costs
The Board notes that, should Fairview experience cash flow difficulties at any
time in the future, the following mitigating actions may be available:
A delay in non-essential capital expenditure
· The purchase of capital equipment under finance leases and hire
purchase
· Cost cutting
· Renegotiation of bank facilities
· Sale of surplus assets
· Upfront collection of school fees
· Earlier registration of student intake
On the basis of the above factors, the Board is of the view that Fairview is
trading on a going concern basis and will do so for at least the next 12
months.
1.3. Accounting policies
Financial assets
Financial assets and financial liabilities are recognised when the Company
becomes a party to the contractual provisions of a financial instrument.
Financial assets and financial liabilities are offset if there is a legally
enforceable right to set off the recognised amounts and interests and it is
intended to settle on a net basis. Cash comprises cash in hand and on demand
deposits. Cash equivalents are short-term, highly liquid investments that are
readily convertible to known amounts of cash and that are subject to an
insignificant risk of changes in value with maturities of less than 90 days.
Investments in subsidiary undertakings
Investments in subsidiary undertakings are recorded at cost less provision for
impairment.
Financial liabilities
The Company does not currently have any financial liabilities measured at fair
value through profit or loss, therefore all financial liabilities are
initially measured at fair value, net of transaction costs, and are
subsequently measured at amortised cost. The Company recognises an equity
instrument on any contract that evidences a residual interest in the assets of
the Company. In this period Ordinary Shares were the only equity instrument,
recognised at the point at which a call is made on the Shareholders.
1.4. Use of assumptions and estimates
In preparing the Interim financial statements, the Directors have to make
judgments on how to apply the Company's accounting policies and make estimates
about the future. The Directors do not consider there to be any critical
judgments that have been made in arriving at the amounts recognised in the
Company Interim financial statements.
1.5. Directors' Remuneration
The amount paid to Directors are as disclosed in the above Directors
Remuneration report No amount was paid or has become payable to any of the
Directors. There were no staff costs as no employees other than the Directors
were employed by the Company during the period from incorporation to 30 June
2025.
1.6. Earnings per Ordinary Share
Consolidated earnings per share are set out in Note 24. There were no
potentially dilutive instruments in issue at the period end.
1.7. Investment in subsidiary company
On 29 February 2024, the Company entered into two Share Sale Agreements with
Agodeus Sdn Bhd ("Agodeus"), a company incorporated and domiciled in Malaysia
to purchase two international schools owned by Agodeus, in preparation for the
Company's plan of listing on the London Stock Exchange. The purchase
consideration of £18,889,200 for the two international schools was satisfied
and paid for by the issuance of 500,000,000 ordinary shares at £0.03778 a
share. The par value of share for the Company is £0.01 per share, the
issuance of shares would therefore, raised £0.02778 of share premium per
share or in total £13,889,200. Details for the two international schools are:
Purchase consideration (£)
Fairview Schools Berhad,Kuala 18,351,837
Lumpur
Fairview International School Nusajaya Sdn.Bhd. Johor Bahru 537,363
18,889,200
1.8. Share capital
Upon incorporation of the Company on 28 February 2024, the Company issued 100
Ordinary Shares of £1.00 nominal value. On the 3 June 2024, the Company
subdivided its 100 Ordinary Shares of £1.00 each into 10,000 Ordinary Shares
£0.01 each. On 7 June 2024, the Company issued additional 500,000,000 shares
at a price of £0.03778 per share, as consideration for the purchase of
subsidiary companies mentioned in Note 1.7. The Company issued and allotted
29,490,000 ordinary shares at £0.01 per share on 3 October 2024, and
26,500,000 ordinary shares on 11 October 2024.
1.9. Share premium
On 7 June 2024, the Company issued 500,000,000 shares at £0.03778 per share,
as consideration for the purchase of subsidiary companies mentioned in Note
1.7. The par value per share for the Company is £0.01, the issuance value per
share of £0.03778 would therefore, raised £0.02778 of share premium per
share or in total £13,889,200 for the Company. On 11 June 2024, the Company
undertook a voluntary capital reduction scheme by a solvency declaration to
reduce its share premium entirely and therefore, the share premium was
extinguished entirely. The share premium extinguished was credited as
distributable reserves. A further share premium arose on the Company's issue
and allotment of 29,490,000 ordinary shares at £0.01 per share on 3 October
2024, and 26,500,000 ordinary shares on 11 October 2024.
1.10. Financial risk management
The Company uses a limited number of financial instruments which arise
directly from operations. The Company does not trade in financial instruments.
1.11. Capital management policy
The Directors' objectives when managing the Company's capital are to safeguard
the Company's ability to continue as a going concern in order to provide
returns for Shareholders and benefits for other stakeholders and to maintain
an optimal capital structure to reduce the cost of capital. The capital
structure of the Company consists of equity attributable to equity holders of
the Company, comprising issued share capital and reserves.
1.12. Financial instruments
The Company's principal financial instruments comprise other receivables. The
Company's accounting policy and method adopted, including the criteria for
recognition, the basis on which income and expenses are recognised in respect
of this financial asset, is set out in Notes for "Accounting policies" to the
Company Interim financial statements. The Company does not use financial
instruments for speculative purposes. There are no financial assets that are
either past due or impaired.
1.13. Ultimate parent company and ultimate controlling party
As at 30 June 2025, Agodeus Sdn Bhd is Fairview's ultimate parent company. In
the opinion of the Directors, the ultimate controlling party is Mr Daniel
Chian.
2. SIGNIFICANT ACCOUNTING POLICIES
2.1 Basis of Preparation
The consolidated financial statements have been prepared in accordance with
UK-adopted International Financial Reporting Standards (IFRS) in conformity
with the requirements of the Companies Act 2006, as applicable to companies
reporting under IFRS.
These financial statements consolidate the financial statements of the Company
and its subsidiary undertakings (together referred to as the "Group") made up
to 30 June 2025.
The consolidated financial statements have been prepared under the historical
cost convention, except where IFRS requires certain financial assets and
liabilities to be measured at fair value. The principal accounting policies
adopted in the preparation of these consolidated financial statements are set
out in Note 1 and have been consistently applied throughout the current year,
unless otherwise stated.
The financial statements are presented in Pounds Sterling (£), which is the
Group's presentation currency.
The directors have prepared the financial statements on a going concern basis.
In making this assessment, they have considered the Group's current financial
position, cash flow forecasts, and available borrowing facilities. After
reviewing these factors, the directors have a reasonable expectation that the
Group has adequate resources to continue in operational existence for the
foreseeable future.
The consolidated financial statements comply with the disclosure and filing
requirements of the Companies Act 2006 applicable to companies reporting under
IFRS.
2.2 Adoption of Amended Standards
During the current financial year, the Group has adopted the following new
accounting standards and/or interpretations (including the consequential
amendments, if any):
• Annual improvements to IFRSs 2018 - 2020, IFRS 9:
Financial Instruments - Fees in the 10% test for derecognition of financial
liabilities
• Annual improvements to IFRSs 2018 - 2020, Illustrative
Examples Accompanying IFRS 16: Leases
• Amendments to IFRS 3: Reference to the Conceptual
Framework
• Amendments to IAS 16: Property, Plant and Equipment -
Proceeds before Intended Use
• Amendments to IAS37: Onerous Contracts - Cost of
Fulfilling a Contract
• Annual Improvement to IFRS Standards 2018 - 2020
• The adoption of the above accounting standards and/or
interpretations (including the consequential amendments, if any) did not have
any material impact on the Group's financial statements.
2.3 Standards Issued but not yet Effective
The Group has not applied in advance the following accounting standards and/or
interpretations (including the consequential amendments, if any) that have
been issued by the International Accounting Standards Board ("IASB") but are
not yet effective for the current financial year:
IFRSs and/or IC Interpretations (Including the Consequential Amendments) Effective date
IFRS 17 Insurance Contracts 1 January 2023
Amendments to IFRS 17: Insurance Contracts 1 January 2023
Amendments to IFRS 17 Initial Application of IFRS 17 and IFRS 9 Comparative 1 January 2023
information
Amendments to IAS 1: Disclosure of Accounting Policies 1 January 2023
Amendments to IAS 8: Definition of Accounting Estimates 1 January 2023
Amendments to IAS 12: Deferred Tax related to Assets and Liabilities arising 1 January 2023
from a Single Transaction
Amendments to IAS 12: International Tax Reform-Pillar Two Model Rules 1 January 2023
Amendments to IFRS 16: Lease Liability in a Sale and Lease back 1 January 2024
Amendments to IAS 1: Non-current Liabilities with Covenants 1 January 2024
Amendments to IAS 1: Classification of Liabilities as Current or Non current 1 January 2024
Amendments to IAS 7 and IFRS 7: Supplier Financial Arrangements 1 January 2024
Amendments to IAS 21: Lack of Exchangeability 1 January 2025
The Directors expect that the adoption of the above accounting standards
and/or interpretations (including the consequential amendments, if any) will
have no material impact on the financial statements in the period of initial
application.
2.4 Property, Plant and Equipment
All items of property, plant and equipment are initially recorded at cost. The
cost of an item of property, plant and equipment is recognised as an asset if,
and only if, 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.
Subsequent to recognition, property, plant and equipment other than freehold
land are measured at cost less accumulated depreciation and accumulated
impairment losses. The policy for recognition and measurement of impairment
loss is in accordance with Note 2.5. When significant parts of property, plant
and equipment are required to be replaced in intervals, the Group recognises
such parts as individual assets with specific useful lives and depreciation.
Likewise, when a major inspection is performed, its cost is recognised in the
carrying amount of the property, plant and equipment as a replacement if the
recognition criteria are satisfied. All other repair and maintenance costs are
recognised in profit or loss as incurred.
Purchase of software that is integral to the functionality of the related
equipment is capitalised as part of that equipment.
Motor vehicles are depreciated on a revaluation model basis less its estimated
residual value based on observable market data. The gross carrying amount is
restated by reference to observable market data and the accumulated
depreciation at the date of the revaluation is adjusted to equal the
difference between the gross carrying amount and the carrying amount of the
asset.
No depreciation is provided on freehold land.
Depreciation on other property, plant and equipment is computed on a
straight-line basis over the estimated useful lives of the assets at the
following rates:
Rate
Building 2%
Furniture and fittings 25%
Electrical equipment 25%
Resource equipment 20% - 25%
Motor vehicle 20% - 25%
The carrying values of property, plant and equipment are reviewed for
impairment when events or changes in circumstances indicate that the carrying
value may not be recoverable.
An item of property, plant and equipment is derecognised upon disposal or when
no future economic benefits are expected from its use or disposal. Any gain or
loss on derecognition of the asset is included in the profit or loss in the
year the asset is derecognised.
Fully depreciated plant and equipment are retained in the financial statements
until they are no longer in use and no further charge for depreciation is made
in respect of these plant and equipment.
2.5 Impairment of Non-Financial Assets
The Group assesses at each reporting date whether there is an indication that
an asset may be impaired. If any such indication exists, or when an annual
impairment assessment for an asset is required, the Group makes an estimate of
the asset's recoverable amount.
An asset's recoverable amount is the higher of its fair value, less costs to
sell and its value in use. For the purpose of assessing impairment, assets are
grouped at the lowest levels for which there are separately identifiable
cash-generating units ("CGU").
In assessing value in use, the estimated future cash flows expected to be
generated by the asset are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of
money and the risks specific to the asset. Where the carrying amount of an
asset exceeds its recoverable amount, the asset is written down to its
recoverable amount. Impairment losses recognised in respect of a CGU or groups
of CGUs are allocated first to reduce the carrying amount of any goodwill
allocated to those units or groups of units and then, to reduce the carrying
amount of the other assets in the unit or groups of units on a pro-rata basis.
Impairment losses are recognised in profit or loss.
An assessment is made at each reporting date as to whether there is any
indication that previously recognised impairment losses may no longer exist or
may have decreased. A previously recognised impairment loss is reversed only
if there has been a change in the estimates used to determine the asset's
recoverable amount since the last impairment loss was recognised. If that is
the case, the carrying amount of the asset is increased to its recoverable
amount. That increase cannot exceed the carrying amount that would have been
determined, net of depreciation, had no impairment loss been recognised
previously. Such reversal is recognised in profit or loss.
2.6 Functional and Foreign Currency
Functional and presentation currency
The individual financial statements of each entity in the Group are measured
using the British pound sterling (GBP) currency, which is the presentation
currency.
Foreign currency transactions
Transactions in foreign currencies are measured in the respective functional
currencies of the Group and are recorded on initial recognition in the
functional currencies at exchange rates approximating those prevailing at the
transaction dates. Monetary assets and liabilities denominated in foreign
currencies are translated at the rate of exchange prevailing at the reporting
date. Non-monetary items denominated in foreign currencies that are measured
at historical cost are translated using the exchange rates as at the dates of
the initial transactions. Non-monetary items denominated in foreign currencies
measured at fair value are translated using the exchange rates at the date
when the fair value was determined.
2.7 Financial Instruments
Financial assets and financial liabilities are recognised in the statements of
financial position when the Group has become a party to the contractual
provisions of the instruments.
Financial instruments are classified as financial assets, financial
liabilities or equity instruments in accordance with the substance of the
contractual arrangement and their definitions in IAS32. Interest, dividends,
gains and losses relating to a financial instrument classified as a liability
are reported as an expense or income. Distributions to holders of financial
instruments classified as equity are charged directly to equity.
A financial instrument is recognised initially at its fair value (other than
trade receivables without significant financing component which are measured
at transaction price as defined in IFRS 15- Revenue from Contracts with
Customers at inception). Transaction costs that are directly attributable to
the acquisition or issue of the financial instrument (other than a financial
instrument at fair value through profit or loss) are added to/deducted from
the fair value on initial recognition, as appropriate. Transaction costs on
the financial instrument at fair value through profit or loss are recognised
immediately in profit or loss.
Financial instruments recognised in the statements of financial position are
disclosed in the individual policy statement associated with each item.
Financial assets
All recognised financial assets are measured subsequently in their entirety at
either amortised cost or fair value (through profit or loss, or other
comprehensive income), depending on the classification of the financial
assets.
The Group determines the classification of their financial assets at initial
recognition, and designate all the financial assets as amortised cost. The
Group do not have any financial assets carried at fair value (through profit
or loss, or other comprehensive income).
Amortised cost (debt instruments)
The financial asset is held for collection of contractual cash flows where
those cash flows represent solely payments of principal and interest. Interest
income is recognised by applying the effective interest rate to the gross
carrying amount of the financial asset. When the asset has subsequently become
credit-impaired, the interest income is recognised by applying the effective
interest rate to the amortised cost of the financial asset.
The effective interest method is a method of calculating the amortised cost of
a financial asset and of allocating interest income over the relevant period.
The effective interest rate is the rate that discounts estimated future cash
receipts (including all fees and points paid or received that for GBP an
integral part of the effective interest rate, transaction costs and other
premiums or discounts), excluding expected credit losses, through the expected
life of the financial asset or a shorter period (where appropriate).
Financial liabilities
Other financial liabilities are subsequently measured at amortised cost using
the effective interest method. The effective interest method is a method of
calculating the amortised cost of a financial liability and of allocating
interest expense over the relevant period. The effective interest rate is the
rate that exactly discounts estimated future cash payments (including all fees
and points paid or received that form an integral part of the effective
interest rate, transaction costs and other premiums or discounts), through the
expected life of the financial liability or a shorter period (where
appropriate).
Derecognition
A financial asset or part of it is derecognised when, and only when, the
contractual rights to the cash flows from the financial asset expire or when
it transfers the financial asset and substantially all the risks and rewards
of ownership of the asset to another entity.
On derecognition of a financial asset measured at amortised cost, the
difference between the carrying amount of the asset and the sum of the
consideration received and receivable is recognised in profit or loss.
A financial liability or a part of it is derecognised when, and only when, the
obligation specified in the contract is discharged or cancelled or expires. On
derecognition of a financial liability, the difference between the carrying
amount of the financial liability extinguished or transferred to another party
and the consideration paid, including any non-cash assets transferred or
liabilities assumed, is recognised in profit or loss.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is
reported in the statement of financial position if there is a currently
enforceable legal right to offset the recognised amounts and there is an
intention to settle on a net basis, to realise the assets and settle the
liabilities simultaneously.
2.8 Expected Credit Losses
The Group recognises a loss allowance for expected credit losses on financial
assets that are measured at amortised cost.
The expected credit loss is estimated as the difference between all
contractual cash flows that are due to the Group in accordance with the
contract and all the cash flows that the Group expect to receive, discounted
at the original effective interest rate.
The amount of expected credit losses is updated at each reporting date to
reflect changes in credit risk since initial recognition of the respective
financial instrument. The Group always recognises lifetime expected credit
losses for trade receivables using the simplified approach. The expected
credit losses on these financial assets are estimated using a provision matrix
based on the Group's historical credit loss experience and are adjusted for
forward-looking information (including time value of money where appropriate).
For all other financial instruments, the Group recognises lifetime expected
credit losses when there has been a significant increase in credit risk since
initial recognition. However, if the credit risk on the financial instrument
has not increased significantly since initial recognition, the Group measures
the loss allowance for that financial instrument at an amount equal to 12
month expected credit losses.
The Group recognises an impairment gain or loss in profit or loss for all
financial instruments with a corresponding adjustment to their carrying amount
through a loss allowance account.
2.9 Cash and Cash Equivalents
Cash and cash equivalents comprise cash at bank and on hand and short-term
deposits with a maturity of three months or less, which are subject to an
insignificant risk of changes in value, net of outstanding bank overdrafts and
fixed deposits pledged. For the purpose of the statement of cash flows, cash
and cash equivalents are presented net of bank overdrafts and fixed deposits
pledged.
2.10 Equity Instruments
Ordinary shares are classified as equity. Dividends on ordinary shares are
recognised in equity in the period in which they are approved for payment. The
transaction costs of an equity transaction are accounted for as a deduction
from equity. Equity transaction costs comprise only those incremental external
costs directly attributable to the equity transaction which would otherwise
have been avoided.
2.11 Inventories
Inventories are stated at the lower of cost and net realisable value. Cost
comprises direct materials, direct labour costs and overheads, where
applicable, that have been incurred in bringing the inventories to their
present location and condition. Cost is calculated using the weighted average
method. Net realisable value represents the estimated selling price less all
estimated costs of completion and costs to be incurred in marketing, selling
and distribution.
2.12 Leases
The Group assesses whether a contract is or contains a lease, at inception of
the contract.
The Group recognises a right-of-use asset and corresponding lease liability
with respect to all lease arrangements in which it is the lessee, except for
low-value assets and short-term leases with 12 months or less. For these
leases, the Group recognises the lease payments as an operating expense on a
straight-line method over the term of the lease unless another systematic
basis is more representative of the time pattern in which economic benefits
from the leased assets are consumed.
The Group recognises a right-of-use asset and a lease liability at the lease
commencement date. The right-of-use assets and the associated lease
liabilities are presented as a separate line item in the statement of
financial position.
The right-of-use asset is initially measured at cost. Cost includes the
initial amount of the corresponding lease liability adjusted for any lease
payments made at or before the commencement date, plus any initial direct
costs incurred less any incentives received.
The right-of-use asset is subsequently measured at cost less accumulated
depreciation and any impairment losses and adjusted for any remeasurement of
the lease liability.
The depreciation starts from the commencement date of the lease. If the lease
transfers ownership of the underlying asset to the Group or the cost of the
right-of-use asset reflects that the Group expects to exercise a purchase
option, the related right-of-use asset is depreciated over the useful life of
the underlying asset. Otherwise, the Group depreciates the right-of-use asset
to the earlier of the end of the useful life of the right-of-use asset or the
end of the lease term. The estimated useful lives of the right-of-use assets
are determined on the same basis as those property, plant and equipment.
The lease liability is initially measured at the present value of the lease
payments that are not paid at the commencement date, discounted by using the
rate implicit in the lease. If this rate cannot be readily determined, the
Group uses its incremental borrowing rate. The lease liability is subsequently
measured at amortised cost using the effective interest method. It is
remeasured when there is a change in the future lease payments (other than
lease modification that is not accounted for as a separate lease) with the
corresponding adjustment is made to the carrying amount of the right-of-use
asset, or is recognised in profit or loss if the carrying amount has been
reduced to zero.
2.13 Revenue and Other Income
Revenue from contracts with customers is recognised by reference to each
distinct performance obligation in the contract with customer. Revenue from
contracts with customers is measured at its transaction price, being the
amount of consideration which the Group expects to be entitled in exchange for
transferring promised goods or services to a customer, net of sales and
service tax, rebates and discounts.
The Group recognises revenue when (or as) it transfers control over a product
or service to customer. An asset is transferred when (or as) the customer
obtains control of that asset.
Depending on the substance of the contract, revenue is recognised when the
performance obligation is satisfied, which may be at a point in time or over
time. The Group transfers control of a good or service at a point in time
unless one of the following over time criteria is met:
- The customer simultaneously receives and consumes the benefits provided as
the Group performs.
- The Group's performance creates or enhances an asset that the customer
controls as the asset is created or enhanced.
- The Group's performance does not create an asset with an alternative use and
the Group has an enforceable right to payment for performance completed to
date.
Revenue from educational fees
Revenue from educational fee is recognised on a straight-line basis over the
duration of the course.
Interest income
Interest income is recognised on an accrual basis using the effective interest
method.
Government grants
Grants that compensate the Group for expense incurred are recognised in profit
or loss as other income on a systematic basis in the same period in which the
expenses are recognised.
2.14 Segmental reporting
The Chief Operating Decision Maker ("CODM") has been identified as the Board
of the Company. The CODM reviews the Group's internal reporting in order to
assess performance and allocate resources. The CODM has determined that there
is one operating segment being the provision of educational services. The
geographical revenue of the Group was earned entirely in Malaysia during the
year ended 30 June 2025 and the previous year.
2.15 Employee Benefits
Short-term benefits such as wages, salaries, bonuses and social security
contributions are recognised as expenses in the period in which the associated
services are rendered by employees of the Group short-term accumulating
compensated absences such as paid annual leave are recognised when services
are rendered by employees that increase their entitlement to future
compensated absences. Short term non-accumulating compensated absences such as
sick leave are recognised when the absences occur.
Defined Contribution Plan
The Group's contributions to defined contribution pension plans are recognised
in profit or loss in the period to which they relate. Once the contributions
have been paid, the Group has no further liability in respect of the defined
contribution plans.
2.16 Income Tax
Current tax
Current tax assets and liabilities are measured at the amount expected to be
recovered from or paid to the taxation authorities. The tax rates and tax laws
used to compute the amount are those that are enacted or substantively enacted
by the reporting date.
Current taxes are recognised in profit or loss except to the extent that the
tax relates to items recognised outside profit or loss, either in other
comprehensive income or directly in equity.
Deferred tax
Deferred tax is provided using the liability method on temporary differences
at the reporting date between the tax bases of assets and liabilities and
their carrying amounts for financial reporting purposes.
Deferred tax liabilities are recognised for all temporary differences, except:
• where the deferred tax liability arises from the initial
recognition of goodwill or of an asset or liability in a transaction that is
not a business combination and, at the time of the transaction, affects
neither the accounting profit nor taxable profit or loss; and
• in respect of taxable temporary differences associated
with investments in subsidiaries where the timing of the reversal of the
temporary differences can be controlled and it is probable that the temporary
differences will not reverse in the foreseeable future.
Deferred tax assets are recognised for all deductible temporary differences,
carry forward of unused tax credits and unused tax losses, to the extent that
it is probable that taxable profit will be available against which the
deductible temporary differences, and the carry forward of unused tax credits
and unused tax losses can be utilised except:
• where the deferred tax asset relating to the deductible
temporary difference arises from the initial recognition of an asset or
liability in a transaction that is not a business combination and, at the time
of the transaction, affects neither the accounting profit nor taxable profit
or loss; and
• in respect of deductible temporary differences
associated with investments in subsidiaries, deferred tax assets are
recognised only to the extent that it is probable that the temporary
differences will reverse in the foreseeable future and taxable profit will be
available against which the temporary differences can be utilised.
The carrying amount of deferred tax assets is reviewed at each reporting date
and reduced to the extent that it is no longer probable that sufficient
taxable profit will be available to allow all or part of the deferred tax
asset to be utilised.
Unrecognised deferred tax assets are reassessed at each reporting date and are
recognised to the extent that it has become probable that future taxable
profit will allow the deferred tax assets to be utilised.
Deferred tax assets and liabilities are measured at the tax rates that are
expected to apply to the year when the asset is realised or the liability is
settled, based on tax rates and tax laws that have been enacted or
substantively enacted at the reporting date.
Deferred tax relating to items recognised outside profit or loss is recognised
outside profit or loss. Deferred tax items are recognised in correlation to
the underlying transaction either in other comprehensive income or directly in
equity and deferred tax arising from a business combination is adjusted
against goodwill on acquisition.
Deferred tax assets and deferred tax liabilities are offset, if a legally
enforceable right exists to set off current tax assets against current tax
liabilities and the deferred taxes relate to the same taxable entity and the
same taxation authority.
2.17 Current and Non-Current Classification
The Group present assets and liabilities in the statements of financial
position based on current and non-current classification.
An asset is classified as current when it is:
(i) expected to be realised or intended to be sold or
consumed in normal operating cycle;
(ii) held primarily for the purpose of trading;
(iii) expected to be realised within 12 months after the
reporting period; or
(iv) cash or cash equivalents unless restricted from being
exchanged or used to settle a liability for at least 12 months after the
reporting period.
All other assets are classified as non-current.
A liability is classified as current when:
(i) it is expected to be settled in normal operating
cycle;
(ii) it is held primarily for the purpose of trading;
(iii) it is due to be settled within 12 months after the
reporting period; or
(iv) there is no unconditional right to defer the settlement
of the liability for at least 12 months after the reporting period.
All other liabilities are classified as non-current.
Deferred tax assets and liabilities are classified as non-current assets and
liabilities, respectively.
2.18 Borrowing Costs
Borrowing costs that are not directly attributable to the acquisition,
construction or production of a qualifying asset are recognised in profit or
loss using the effective interest method.
2.19 Other Operating income
Other operating income comprises income that arises from the company's
ordinary activities but is not derived from the principal revenue-generating
activities. This includes rental income, hostel services, and gains on
disposal of non-current asset held for sale, unrealised exchange difference
arising from foreign currency transactions.
3. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES
The preparation of the Group's financial statements requires management to
make judgements, estimates and assumptions that affect the reported amounts of
revenues, expenses, assets and liabilities, and the disclosure of contingent
liabilities at the reporting date. However, uncertainty about these
assumptions and estimates could result in outcomes that could require a
material adjustment to the carrying amount of the asset or liability affected
in the future.
Management believes that there are no instances of application of critical
judgement in applying the Group's accounting policies which will have a
significant effect on the amounts recognised in the financial statements.
Key Sources of Estimation Uncertainty
The key assumptions concerning the future and other sources of estimation
uncertainty at the reporting date that have a significant risk of causing a
material adjustment to the carrying amounts of assets and liabilities within
the next financial year are set out below:
a) Depreciation of Property, Plant and Equipment
The estimates for the residual values, useful lives and related depreciation
charges for the property, plant and equipment are based on commercial and
production factors which could change significantly as a result of technical
innovations and competitors' actions in response to the market conditions.
The Group anticipates that the residual values of its property, plant and
equipment will be insignificant. As a result, residual values are not being
taken into consideration for the computation of the depreciable amount.
Changes in the expected level of usage and technological development could
impact the economic useful lives and the residual values of these assets,
therefore future depreciation charges could be revised.
b) Income Taxes
Significant judgement is required in determining the capital allowances and
deductibility of certain expenses during the estimation of the provision for
income taxes. There are many transactions and calculations for which the
ultimate tax determination is uncertain during the ordinary course of
business. Where the final tax outcome of these matters is different from the
amounts that were initially recorded, such differences will impact the income
tax and deferred income tax provisions in the period in which such
determination is made.
c) Impairment of Assets
When the recoverable amount of an asset is determined based on the estimate of
the value in-use of the cash-generating unit to which the asset is allocated,
the management is required to make an estimate of the expected future cash
flows from the cash-generating unit and also to apply a suitable discount rate
in order to determine the present value of those cash flows.
d) Allowance for Impairment
The Group makes allowance for impairment based on an assessment of the
recoverability of receivables. Allowances are applied to receivables where
events or changes in circumstances indicate that the carrying amounts may not
be recoverable.
Management specifically analyses historical bad debt, customer concentration,
customer creditworthiness, current economic trends and changes in customer
payment terms when making a judgement to evaluate the adequacy of the
allowance for impairment. Where the expectation is different from the original
estimate, such difference will impact the carrying value of receivables.
e) Fair Value Estimates for Certain Financial Assets and
Liabilities
The Group carries certain financial assets and liabilities at fair value,
which requires extensive use of accounting estimates and judgement. While
significant components of fair value measurement were determined using
verifiable objective evidence, the amount of changes in fair value would
differ if the Group used different valuation methodologies. Any changes in
fair value of these assets and liabilities would affect profit and equity.
f) Deferred tax assets
Deferred tax assets are recognised for all unused tax losses, unabsorbed
capital allowances and other deductible temporary differences to the extent
that it is probable that taxable profit will be available against which the
unused tax losses, unabsorbed capital allowances and other deductible
temporary differences can be utilised. Significant management judgement is
required to determine the amount of deferred tax assets that can be
recognised, based upon the likely timing and level of future taxable profits.
4. PROPERTY, PLANT AND EQUIPMENT
Building Electrical equipment Freehold Motor vehicles Resource equipment Property under construction Total
land
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Cost
As at 1 July 2023 12,957 318 2,903 698 579 1,906 19,361
Additions 2 0 0 1 0 12 15
Disposal 0 0 0 0 (446) 0 (446)
Foreign Currency Translation 174 1 (98) 4 3 7 91
As at 30 June 2024 13,133 319 2,805 703 136 1,925 19,021
As at 1 July 2024 13,133 319 2,805 703 136 1,925 19,021
Additions 10 4 3 40 57
Disposal
Foreign Currency Translation 256 6 54 14 3 37 370
As at 30 June 2025 13,399 329 2,859 720 139 2,002 19,448
Building Electrical equipment Freehold land Motor vehicle Resource equipment Property under construction Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Accumulated Depreciation
As at 1 July 2023 2,487 310 0 689 473 1,796 5,755
Additions 263 5 0 7 74 58 407
Disposal 0 0 0 0 (416) 0 (416)
Foreign Currency Translation 14 2 0 3 2 6 27
As at 30 June 2024 2,764 317 0 699 133 1,860 5,773
As at 1 July 2024 2,764 317 0 699 133 1,860 5,773
Additions 272 2 0 3 3 40 320
Disposal 0 0 0 0 0 0 0
Foreign Currency Translation 49 6 0 14 3 36 108
As at 30 June 2025 3,085 325 0 716 139 1,936 6,201
Carrying Amount
As at 30 June 2024 10,369 2 2,805 4 3 65 13,248
As at 30 June 2025 10,314 4 2,859 4 0 66 13,247
Buildings with carrying amount of £10,314,000 (2024: £10,369,000) have been
pledged to financial institutions for banking facilities granted to the
Company (Note 14).
5. RIGHT-OF-USE ASSETS
2025 2024
£'000 £'000
Costs
As at 1 July 1,617 1,610
Foreign Currency Translation 32 7
At the end of period 1,649 1,617
Accumulated Amortisation
As at 1 July 146 130
Charge for the year 27 16
Foreign Currency Translation 3 0
At the end of period 176 146
Carrying amounts
At end of period 1,473 1,471
The Group leases a number of leasehold lands with periods ranging from 80 to
90 years with no renewal or purchase option included in the agreements.
Leasehold lands with carrying amount of £1,473,000 (2024: £1,471,000) have
been pledged to financial institutions for banking facilities granted to the
Group.
6. INTANGIBLE ASSETS
2025 2024
£'000 £'000
Costs
As at 1 July 676 636
Additions / Reclassification 24 38
Foreign Currency Translation 13 2
At the end of period 713 676
Accumulated Amortisation
As at 1 July 469 379
Charge for the year 100 89
Foreign Currency Translation 8 1
At the end of period 577 469
Carrying amounts
At end of period 136 207
The amortisation of computer software is allocated to cost operation.
7. INVENTORIES
2025 2024
£'000 £'000
Books and stationeries 23 29
Uniforms 30 30
Goods for resale, at cost 53 59
8. TRADE RECEIVABLES
2025 2024
£'000 £'000
26 9
Trade receivables are non-interest bearing and are generally on a credit term
of 10 days. They are recognised at their original invoice amounts which
represent their fair values on initial recognition.
9. OTHER RECEIVABLES
2025 2024
£'000 £'000
Sundry Receivables 195 175
Deposits 129 123
Prepayments 64 149
VAT recoverable 53 0
Amount due from related parties 5,620 5,253
6,061 5,700
10. CASH AND CASH EQUIVALENTS
2025 2024
£'000 £'000
Deposits placed with licensed banks 113 93
Cash at banks balances 50 990
163 1,083
Cash at banks earn interest at floating rates based on daily bank deposit
rates. Fixed deposits are made for twelve months and earn interests at the
respective deposit rates.
The weighted average effective interest rate for the fixed deposits was 2% per
annum.
2025 2024
£'000 £'000
The currency exposure profile of
cash and cash equivalent are as
follows:
British Pound Sterling 123 99
Ringgit Malaysia 28 979
Others 12 5
163 1,083
11. NON-CURRENT ASSETS HELD FOR SALE
2025 2024
£'000 £'000
At the beginning of period 6,812 6,891
Addition 0 0
Less: accumulated depreciation 0 0
Disposal (2,030) (112)
Gain on disposal 0 0
Reclassified to Right of Used Assets 0 0
Reclassified to Fixed Assets 0 0
Foreign Currency Translation 0 0
133 33
At end of the period 4,915 6,812
Non-current assets held for sale comprise properties ownership of buildings
owned by the Company and leasehold lands.
The Company entered into several Sale and Purchase Agreements during the
financial year for a total cash consideration of £4,922,000. The disposals
are expected to be completed within the next financial year.
In addition, the Directors of the Company have approved the disposal of other
properties. The proceeds from the disposal of these properties are expected to
exceed the net carrying amount of the relevant assets and no impairment loss
has been recognised on the classification of the assets held for sale.
12. SHARE CAPITAL
2025 2024
£'000 £'000
Issued and fully paid:
Ordinary shares at GBP 0.01 per share 5,560 5,000
The Company was incorporated on 28 February 2024 with an initial capital of
£100, comprising 10,000 shares. Subsequently, the Company issued and allotted
500,000,000 ordinary shares at a price of £0.01 per share on 10 June 2024,
29,490,000 ordinary shares at £0.01 per share on 3 October 2024, and
26,500,000 ordinary shares on 11 October 2024.
13. DEFERRED TAXATION
2025 2024
£'000 £'000
Balance at 1 July 2,005 1,994
Recognised in Statement of (72) 170
Comprehensive Income
Foreign currency translation 41 (159)
Balance as at 30 June 1,974 2,005
2025 2024
£'000 £'000
Tax effect on temporary differences in respect of:
Property, plant and equipment 1,992 1,988
Investment Property 455 446
Provision (102) (101)
Unutilised capital allowance (307) (301)
Unearned school fees (64) (27)
1,974 2,005
14. BANK BORROWINGS
Current Non-Current
2025 2024 2025 2024
At amortised cost: £'000 £'000 £'000 £'000
Term Loan 1,439 1,305 6,805 7,927
Revolving credit 866 850 695 682
Bank Overdraft 1,849 1,448 0 0
4,154 3,603 7,500 8,609
Loans are secured over properties owned by the Group. The borrowings bear
effective interest rates ranging from 4.57% to 8.5% per annum.
15. REVENUE
2025 2024
Company £'000 £'000
Revenue from contracts with customers:
- School Fees 4,972 4,610
- Application and enrolment 132 161
- Others 238 240
5,342 5,011
The Group's revenue are services transferred over time in Malaysia market
only.
16. FINANCE COSTS
2025 2024
£'000 £'000
Interest Expense
- Term loan, revolving credit and overdraft 779 727
779 727
17. INCOME TAX EXPENSE
2025 2024
£'000 £'000
Current tax expense 509 307
Deferred tax relating to origination and reversal of temporary differences
(72) 2
Under provision of income tax in prior years 109 245
546 554
2025 2024
£'000 £'000
Profit before taxation 1,362 1,897
Taxation at statutory rate 516 456
Difference in tax rate for chargeable income taxed (6) (1)
Expenses not deductible for
tax purposes 180 98
Non-deductible temporary difference (8) (8)
Income not subject to tax (178) (152)
Under/(over) provision of income tax
in prior year 109 245
Deferred tax (67) (84)
Tax expense for the year 546 554
18. TRADE AND OTHER PAYABLES
2025 2024
£'000 £'000
Current
Sundry payables 960 2,116
Advance billings 21 9
981 2,125
Non-current
School fee deposits 2,201 488
Sundry payables 1,447 6,305
3,648 6,793
Total 4,598 8,918
19. RELATED PARTY TRANSACTIONS
(a) Identities of related parties
i. The directors who are the key management personnel; and
ii. Entities controlled by the key management personnel, directors or
substantial shareholders.
2025 2024
£'000 £'000
Total key management personnel compensation 170 33
(b) Significant related party transactions and balances
In addition to the transactions and balances detailed elsewhere in the
financial statements, the Group had the following transactions with related
parties during the financial year:
Entity Relationship Type of transactions 2025 2024
Fairview Beaconhurst Subsidiary of penultimate holding company of Fairview Schools Berhad Interest income from amount due from related companies in Fairview Schools 245 268
Berhad
Fairview International School Subang Sdn Bhd Related party with common director of Fairview Schools Berhad Rental income received in Fairview Schools Berhad 106 104
Fairview International College Sdn Bhd Related party with common director of Fairview Schools Berhad Rental income received in Fairview Schools Berhad 2 2
Beeducation Adventures Sdn Bhd Related party with common director of Fairview International School Nusajaya Travelling & transport charges charged by Beeducation Adventures Sdn Bhd. 2 0
Sdn Bhd
Credit risk is the risk of a financial loss to the Company if a customer or
counterparty to a financial instrument fails to meet its contractual
obligations. The Company's exposure to credit risk arises principally from
advances to related parties. As at 30 June 2025, advances amounting to £5.62
million (previous year: £5.25 million) are due after more than one year.
Inter-company balances
The Company provides unsecured advances to its related parties. The Company
applies the general approach to measuring expected credit losses for all
inter-company balances. Generally, the Company considers advances to related
parties to have low credit risks. The Company assumes that there is a
significant increase in credit risk when related parties' financial position
deteriorates significantly. For loans and advances that are repayable on
demand, the Company considers the advances to be in default when related
parties are not able to pay when demanded. The Company considers related
parties' advances to be credit impaired when the related parties are unlikely
to repay its advances in full or the related parties are continuously loss
making or the related parties are having deficit in its total equity.
20. SALARY & NUMBER OF STAFF
Employee remuneration 2025 2024
£'000 £'000
Salaries, work place pension & social contribution 1,748 1,765
Other staff benefits 121 132
1,869 1,897
Employee remuneration is presented in the financial statements in the
following locations:
2025 2024
£'000 £'000
Cost of sales 1,869 1,897
The employee remuneration present in the statement of financial position are
the capitalised development costs.
Employee numbers 2025 2024
Direct 181 155
21. FOREIGN CURRENCY TRANSLATION RESERVE
Arising from the translation of the financial statements of foreign operations
whose functional currencies are different from that of the Group's
presentation currency.
22. EXCEPTIONAL ITEMS
£'000
Pre-IPO restructuring costs 781
Costs related to the Company's admission to the London Main 306
Market
Total 1,087
£'000
Pre-IPO restructuring costs 781
Share premium utilisation (209)
Revised pre-IPO restructuring costs 572
Cost related to Company's admission to the London Main Market 306
Total 878
23. CAPITAL MANAGEMENT
2025 2024
£'000 £'000
Total borrowings 11,654 12,212
Less: Cash and cash equivalents (163) (1,083)
Net Debt 11,491 11,129
Total equity 5,755 2,519
Debt-to-equity ratio 2.0 4.4
The Company's objectives when managing capital are to maintain a strong
capital base and safeguard the Group's ability to continue as a going concern,
so as to maintain investor, creditor and market confidence and to sustain
future development of the business. The directors determine the optimal debt
to equity structure that complies with both regulatory requirements and debt
covenants and monitor the ratio on an ongoing basis. No major changes were
made to the objectives, policies or processes during the financial years ended
30 June 2025 and 30 June 2024.
24. BASIC AND DILUTED EARNINGS PER SHARE
The calculation of earnings is based on the following earnings and number of
shares.
30 June 2025 30 June 2024
Weighted average number of ordinary shares for the purpose of basic and 541,000,000 N/A
diluted profit per share
Earnings per share
Total comprehensive income attributable to the shareholders of the Company £724,000 N/A
Pro-forma basic and diluted earnings per share attributable to the owners of 0.13p N/A
the Company
EPS before non-recurring IPO costs
Total comprehensive income attributable to the shareholders of the Company £724,000 N/A
Add: Non- recurring IPO costs £878,000 N/A
Total comprehensive income (before non-recurring IPO costs) attributable to £1,602,000 N/A
the owners of the Company
Pro-forma basic and diluted earnings per share before non-recurring IPO costs 0.28p N/A
attributable to the owners of the Company
25. SHARE PREMIUM
30 June 2025 30 June 2024
£'000
£'000
Opening balance 0 0
Share issued 2,385 0
Share issue costs 209 0
Closing balance 2,176 0
The share premium represents the amount received by the Company over and above
nominal value of shares issued. This premium is recorded as a part of equity
under the 'Share Premium Account'. The share premium arises from the issuance
of shares at a price higher than their par or nominal value and is used for
purposes such as funding expansion, covering share issue costs, or as required
by statutory provisions. As of 30 June 2025, the balance in the share premium
account stands at £2,176,000.
26. OTHER OPERATING INCOME
30 June 2025 30 June 2024
£'000 £'000
Expedition & Excursion 228 127
Deposit forfeited 178 164
Gain on disposal of asset held for sale 180 0
Unrealised forex gain/(loss) 19 (65)
Building rental income 108 104
Interco interest income 245 268
Hall rental income 45 37
Hostel service income 149 112
Others 9 68
Total 1,161 815
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FAIRVIEW INTERNATIONAL PLC
Opinion
We have audited the financial statements of Fairview International PLC (the
"Company") and its subsidiary undertakings (together referred to as the
"Group") for the year ended 30 June 2025, which comprise:
· The consolidated statement of comprehensive income for the year
ended 30 June 2025;
· The consolidated and the Company statement of financial position
as at 30 June 2025;
· The consolidated statement of cash flows for the year ended 30
June 2025;
· The consolidated and the Company statement of changes in equity
for the year ended 30 June 2025; and
· Notes to the financial statements, which include a summary of
significant accounting policies and other explanatory information.
The financial reporting framework that has been applied in the preparation of
the Group financial statements is applicable law and International Accounting
Standards in conformity with the requirements of the Companies Act 2006. The
financial reporting framework that has been applied in the preparation of the
Company financial statements is applicable law and United Kingdom Accounting
Standards, including Financial Reporting Standard 101 Reduced Disclosure
Framework (United Kingdom Generally Accepted Accounting Practice).
In our opinion:
· The financial statements give a true and fair view of the state
of the Group's and the Company's affairs as at 30 June 2025 and of the Group's
profit/loss for the year then ended;
· The Group financial statements have been properly prepared in
accordance with UK-adopted International Accounting Standards;
· The Company financial statements have been properly prepared in
accordance with UK Accounting Standards; and
· The financial statements have been prepared in accordance with
the requirements of the Companies Act 2006.
Our audit opinion is consistent with our reporting to the Audit Committee.
Our audit opinion does not extend to the comparative information for the year
ended 30 June 2024, which is presented for illustrative purposes in accordance
with merger accounting.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's Responsibilities for the
Audit of the Financial Statements section of our report.
We remained independent of the Group in accordance with the ethical
requirements that are relevant to our audit of the financial statements in the
UK, including the FRC's Ethical Standard, as applicable to listed public
interest entities, and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit services
prohibited by the FRC's Ethical Standard were not provided.
We have provided no non-audit services to the Company or its controlled
undertakings in the period under audit.
Conclusions Relating to Going Concern
In auditing the financial statements, we have concluded that the directors'
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate.
Our evaluation of the directors' assessment of the company's ability to
continue to adopt the going concern basis of accounting included:
· Confirm our understanding of the directors' going concern
assessment process, including the controls over the review and approval of the
budget and plan. We have obtained a copy of management's assessment of going
concern and evidence that the assessment was approved by the Board;
· Assessing the appropriateness of the duration of the going
concern assessment period to 31 October 2026 and considering the existence of
any significant events or conditions beyond this period;
· Review and verification of the inputs and assumptions used in the
board-approved working capital forecasts, identifying the key assumptions and
evaluating the appropriateness of these assumptions;
· Evaluating management's historical forecasting accuracy and the
consistency of the going concern assessment with information obtained from
other areas of the audit;
· Testing the mechanical accuracy of the going concern analysis;
· Performing independent sensitivity analysis on management's
assumptions, including applying adverse cashflow sensitivities and evaluating
mitigating actions available to management, e.g., deferring expenditure; and
· Evaluating the disclosures on going concern.
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the Company's or Group's ability
to continue as a going concern for a period of at least twelve months from
when the financial statements are authorised for issue.
Overview of Our Audit Approach
Materiality
In planning and performing our audit we applied the concept of materiality. An
item is considered material if it could reasonably be expected to change the
economic decisions of a user of the financial statements, as prescribed in ISA
320.
Overall Group materiality for the financial statements of £79,800 based on
basis 1.5% of turnover. Turnover was selected as the benchmark due to its
relevance to stakeholders in assessing the Group's operational performance.
Group Performance materiality of £51,900, adjusted for entity-specific risk
and audit environment.
Reporting threshold to the Audit Committee of £3,100, with errors below that
threshold to be reported if, in our opinion as auditor, disclosure was
required on qualitative grounds.
Scope of Audit
The Company is accounted for from Kuala Lumpur, Malaysia where all the Group's
records are maintained.
In establishing our overall approach to the Group audit, we determined the
type of work that needed to be undertaken at significant components and
engaged component auditors for the subsidiaries. We directed the component
auditor regarding the audit approach through group instructions detailing
significant risks, reporting requirements, and expected audit evidence in
terms of ISA 600 (Revised).
This, together with the additional procedures performed at Group level, gave
us appropriate evidence for our opinion on the Group financial statements.
Key Audit Matters (KAMs)
Key audit matters are those matters that, in our professional judgment, were
of most significance on our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and direction of the engagement team efforts.
Key audit matter Audit response to key matter Findings
Fraud in revenue recognition We performed relevant audit procedures and specific tests to evaluate if These procedures enabled to us to form an opinion that the presumed risk of
revenue had been omitted from the financial statements for the current year. fraud in revenue recognition is rebuttable under ISA 240.
Our procedures included the following:
· Carried out substantive audit testing on revenue recognised
during the year and cut-off testing:
· Our review of the revenue did not reveal evidence of income which
had been omitted and not accurately reflected in the financial statements.
· Evaluating that management's revenue recognition policies are
compliant:
· All student revenue and application of the revenue recognition
policy was appropriate, indicating that revenue recognition is accurate. This
also included reviewing the work carried out on revenue recognition, on the
same basis as ourselves, by the component auditor.
· Audited material manual journals posted to revenue:
· Our review did not provide evidence that the company had
completed any unrecorded revenue or revenue-generating agreements that would
affect income recognition in the financial statements.
Management override of controls Presumed risk under ISA 240: Based on our audit procedures performed we have not identified any instances
of management override of controls.
Risk of management using their position in the company to manipulate financial
results and misappropriate assets.
In addition to the procedures described in the "Auditor's responsibilities for
the audit of the financial statements" of the Audit report, we audited to
higher risk all areas requiring judgement, performed tests on a sample basis
of journal entries exhibiting unusual characteristics, journals relating to
areas of significant audit interest and incorporated unpredictability in our
substantive testing procedures.
We assessed the appropriateness of liabilities and transactions to related
parties, reviewing management's review of contracts, their identification and
estimation of performance obligations, including ratification of such
obligations by the board and reviewing appropriate supporting documentation.
Going concern Risk of incorrect use of the going concern assumption based on the company's Based on the result of our audit procedures we have concluded the directors'
performance and future obligations. adoption of the going basis of preparation is appropriate.
We performed procedures to test and assess the significant assumptions used in
the working capital forecasts, including performing sensitivity analysis as
detailed in the going concern section of the audit report.
Non-current assets held for sale Risk of misclassification and measurement error, ensuring the correct Based on the procedures performed, we are satisfied that the assets classified
valuation basis was applied, and adequate disclosures are made. as non-current assets held for sale are appropriately recognised, measured,
and disclosed.
Common control transaction (merger accounting) Key risk related to the appropriateness of merger accounting to the group Based on the procedures performed, we are satisfied that the merger accounting
reorganisation, specifically the application of a common-control transaction. was appropriately applied, and related balances are appropriate.
The completeness, accuracy and valuation of the merger reserve balances, and
comparative information accuracy presented.
We performed procedures involving the review and inspection the Share Purchase
Agreements, board minutes, and corporate structure; inspected share registers
before and after the reorganisation; and verification of component net assets
transferred; recalculation the merger reserve and the consolidation
eliminations.
Other Matter
The comparative information presented for the year ended 30 June 2024 has been
prepared on a combined basis to illustrate the effect of the common-control
reorganisation that occurred during the current year. The comparative
information reflects the aggregated results and financial position of the
combining entities as if the current group structure had existed in the prior
period.
We were not appointed as auditors of the Group for the year ended 30 June 2024
and, accordingly, we have not audited and do not express an opinion on the
comparative information presented for that period. Our audit opinion on the
current year's financial statements does not extend to, and should not be read
as providing assurance on, the comparative figures included solely for
presentation purposes under merger accounting.
Other Information
The other information comprises the information included in the annual report
other than the financial statements and our auditor's report thereon.
The directors are responsible for the other information contained within the
annual report. Our opinion on the financial statements does not cover the
other information and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read other information in the annual report and
consider whether it is materially inconsistent with the financial statements
or our audit knowledge, as required per ISA 720.
If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise to a
material misstatement in the financial statements themselves. If, based on the
work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact.
In this respect, we have nothing to report.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors' remuneration report to be audited
has been properly prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
· the information given in the strategic report and the directors'
report for the financial year for which the financial statements are prepared
is consistent with the financial statements; and
· the strategic report and the directors' report have been prepared
in accordance with applicable legal requirements
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the Company
and its environment obtained in the course of the audit, we have not
identified material misstatements in the strategic report or the directors'
report.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our
opinion:
· adequate accounting records have not been kept by the parent
company, or returns adequate for our audit have not been received from
branches not visited by us; or
· the parent company financial statements and the part of the
directors' remuneration report to be audited are not in agreement with the
accounting records and returns; or
· certain disclosures of directors' remuneration specified by law
are not made; or
· we have not received all the information and explanations we
require for our audit.
Responsibilities of the directors for the financial statements
As explained more fully in the directors' responsibilities statement, the
directors are responsible for the preparation of the financial statements and
for being satisfied that they give a true and fair view, and for such internal
control as the directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the directors are responsible for
assessing the Company and Group's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to
liquidate the Group or to cease operations, or have no realistic alternative
but to do so.
Auditor's Responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these
financial statements.
Explanation as to what extent the audit was considered capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud, is detailed below:
· We obtained an understanding of the legal and regulatory
frameworks within which the Group operates, focusing on those laws and
regulations that have a direct effect on the determination of material amounts
and disclosures in the financial statements. The laws and regulations we
considered in this context were relevant company law and taxation legislation
in the UK and Malaysia jurisdictions in which the Group operates.
· We identified the greatest risk of material impact on the
financial statements from irregularities, including fraud, to be the override
of controls by management. Our audit procedures to respond to these risks
included enquiries of management about their own identification and assessment
of the risks of irregularities, sample testing on the posting of journals, and
reviewing accounting estimates for biases.
There are inherent limitations in the audit procedures described above. We are
less likely to become aware of instances on non-compliance with laws and
regulations that are not closely related to events and transactions reflected
in the financial statements. Also, the risk of not detecting a material
misstatement due to fraud is higher than the risk of not detecting one
resulting from error, as fraud may involve deliberate concealment by, for
example, forgery or intentional misrepresentations, or through collusion.
Our audit testing might include testing complete populations of certain
transactions and balances. However, it typically involves selecting a limited
number of items for testing, rather than testing complete populations. We will
often seek to target particular items for testing based on their size or risk
characteristics. In other cases, we will use audit sampling to enable us to
draw a conclusion about the population from which the sample is selected.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at
https://www.frc.org.uk/auditorsresponsibilities. This description forms part
of our auditor's report.
Other matters which we are required to address
We were appointed by the board on 24 June 2025 to audit the financial
statements. Our total uninterrupted period of engagement is less than one
year.
The non-audit services prohibited by the FRC's Ethical Standard were not
provided to the group or the parent company and we remain independent of the
group and the parent company in conducting our audit. No other non-audit
services were provided to the group or the parent company.
Our audit opinion is consistent with the additional report to the audit
committee.
Use of our report
This report is made solely to the Company's members, as a body, in accordance
with Chapter 3 of part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the Company's members those matters we
are required to state to them in an auditor's report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company's members as a
body, for our audit work, for this report, or for the opinions we have
formed.
Pankaj Rajani
For and on behalf of Macalvins
Statutory Auditor
30 October 2025
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