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

 

23 June 2023

 

Asia Strategic Holdings Ltd.

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

 

Interim results for the six months ended 31 March 2023

 

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

 

FINANCIAL HIGHLIGHTS

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

 

OPERATIONAL HIGHLIGHTS

 

Education

 

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

 

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

 

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

 

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

 

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

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

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

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

 

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

 

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

 


Number of centres

Number of students


31-Mar-2023

31-Mar-2022

31-Mar-2023

31-Mar-2022

Vietnam 





-  Wall Street English 

7

7

3,584

2,465

-  Kids&Us

4

-

228

-






Myanmar  





-  Wall Street English 

5 

4

3,631

1,821

-  Auston  

2

1

583

165

-  Yangon American

1

1

57

80

-  Kids&Us

-#

-

-

-






Group

19#

13

8,083

4,531






 

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

 

Wall Street English

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

 

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

 

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

 

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

 

Auston

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

 

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

 

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

 

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

 

 

Kids&Us

 

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

 

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

 

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

 

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

 

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

 

Yangon American

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

 

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

 

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

 

Services

 

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

 

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

 

EXERA

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

 

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

 

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

 

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

 

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

 

Ostello Bello

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

 

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

 

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

 

New Business Development

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

 

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

 

The Group's minority investments include, among others:

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

 

 

SIGNIFICANT EVENTS

 

a)  Issuance of shares in lieu of bonus payments

 

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

 

b)  Employee Share Options Scheme

 

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

 

 

MACROECONOMIC UPDATE

 

Vietnam macroeconomic highlights

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

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

·      According to preliminary data from the General Statistics Office ("GSO"), trade activities reached
US$154.3 billion in the first quarter of 2023, of which exports were US$79.2 billion (down 11.9% YOY) and imports registered US$75.1 billion, resulting in a trade surplus of US$4.1 billion. The United States is Vietnam's largest export market, with an estimated turnover of US$20.6 billion (down 22% YOY), followed by China at US$11.5 billion (down 14% YOY). Meanwhile, China is Vietnam's largest import market, with an
estimated turnover of US$23.6 billion (down 15% YOY).

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

 

Myanmar macroeconomic highlights

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

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

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

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

 

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

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

 

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

 

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

 

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

 

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

 

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

 

For more information, please visit www.asia-strategic.com or contact:

Asia Strategic Holdings Ltd.

Richard Greer, Independent Non-Executive Chairman

Enrico Cesenni (OSI), Founder and CEO

 


richard@asia-strategic.com

enrico@asia-strategic.com

Allenby Capital Limited (Broker)

Nick Athanas

Nick Naylor

Lauren Wright

 

 

+44 (0)20 3328 5656 

 

Yellow Jersey PR (Financial PR)

Sarah Hollins

Bessie Elliot

+44 (0) 20 3004 9512 

 

 

Notes to editors

Asia Strategic Holdings Ltd.  

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

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

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

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

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

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

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

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

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

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

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

To receive news alerts on Asia Strategic Holdings please sign up here under the 'RNS' header: https://asia-strategic.com/investor-relations/

 

FINANCIAL REVIEW    

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

 

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

 

 

 

 

FPE 2023

FPE 2022

FPE 2021

FYE 2022

FYE 2021

 

 

Unaudited

6M'23

Unaudited

6M'22

Unaudited

6M'21

Audited

12M'22

Audited

12M'21

 

Brands

US$

US$

US$

US$

US$








Owned businesses














Education - Vietnam


4,055,667

3,312,986

4,014,274

7,391,025

7,479,035

- English language learning

WSE

3,971,580

3,312,986

4,014,274

7,391,025

7,479,035

- English language learning

Kids&Us

84,087








Education - Myanmar


4,741,070

1,790,716

553,681

4,485,240

1,331,422

- English language learning

WSE

3,356,148

1,248,184

218,079

3,204,937

734,606

- International school

(K-12)

Yangon American

447,192

397,660

335,602

804,396

567,982

- Tertiary education

Auston

937,730

144,872

475,907

28,834








Education  


8,796,737

5,103,702

4,567,955

11,876,265

8,810,457

 

 

 

 

 

 

 

Services

EXERA

2,642,785

3,025,078

2,707,920

5,794,603

5,664,019

 

 

 

 

 

 

 

Total owned businesses

 

11,439,522

8,128,780

7,275,875

17,670,868

14,474,476








Managed businesses






Education (Legacy) - Myanmar

14,177

184,700

365,159

236,006

497,849

- English language learning

WSE

14,177

184,000

355,016

235,363

485,819

- Tertiary education

Auston

700

10,143

643

12,030








Services

Ostello Bello

6,857

13,712

Total managed businesses

 

14,177

184,700

372,016

236,006

511,561

 

 

 

 

 

 

 

Group Revenue

 

11,453,699

8,313,480

7,647,891

17,906,874

14,986,037








 

RESULTS OF OPERATIONS

 

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

 

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

 

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

 

 

 


FPE 2023

FPE 2022

FPE 2021

FYE 2022

FYE2021


Unaudited

6M'23

Unaudited

6M'22

Unaudited

6M'21

Audited

12M'22

Audited

12M'21


US$

US$

US$

US$

US$




 

 

 

Revenue

11,453,699

8,313,480

7,647,891

17,906,874

14,986,037

Cost of services

(4,897,166)

(5,130,275)

(5,431,559)

(9,924,470)

(10,466,705)

Gross profit

6,556,533

3,183,205

2,216,332

7,982,404

4,519,332

Gross profit margin

57%

38%

29%

45%

36%

 






Other income

8,314

85,052

40,080

80,711

70,350

Foreign exchange (loss)/gain, net

(386,886)

(121,198)

(972,259)

767,833

Administrative and other operating expenses

(7,988,551)

(5,227,357)

(4,769,401)

(12,176,613)

(10,320,565)

Loss from operations

(1,810,590)

(2,080,298)

(2,512,989)

(5,085,757)

(4,963,050)

Finance cost

(442,146)

(432,306)

(449,630)

(862,678)

(999,992)

Loss before income tax

(2,252,736)

(2,512,604)

(2,962,619)

(5,948,435)

(5,963,042)

Income tax (expense)/credit

(82,520)

17,611

(33,646)

114,688

Loss for after income tax

(2,252,736)

(2,595,124)

(2,945,008)

(5,982,081)

(5,848,354)

 






Selected non-cash items:






Total depreciation of plant and equipment

371,187

205,506

246,594

436,363

419,057

Total amortisation of right-of-use assets

1,382,345

1,350,354

1,331,375

2,694,870

2,560,875

Total amortisation of intangible assets

38,215

28,268

113,270

74,342

113,684

Impairment of trade and other receivables

(6,187)

18,421

103,207

15,453

1,004,384

Finance costs (excluding interest on lease liabilities)

44,887

65,342

93,945

115,890

243,547

Total interest on lease liabilities

398,454

372,105

355,685

754,370

756,445

Reversal of impairment of intangible assets

 

 

 

 

(30,000)

 


2,228,901

2,039,996

2,244,076

4,061,288

5,097,992

Adjusted (loss)/earnings before interest, tax, depreciation, and amortisation ("EBITDA")

 

(23,835)

 

(472,608)

 

(718,543)

 

(1,887,147)

 

(865,050)







Adjusted EBITDA after impact of ROUs

(1,804,634)

(2,195,067)

(2,405,603)

(5,336,387)

(4,182,370)

 






 

 

LIQUIDITY AND CAPITAL RESOURCES

 

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

 

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

 

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

 

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

 

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

 

OTHER INFORMATION

 

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

 

 




Direct and indirect Full Time Employees ("FTEs")

31-Mar-2023

31-Sep-2022

31-Mar-2022

 

 

 

 

Male

121

127

100

Female

355

325

302


476

452

402

Male (EXERA's security officers)

1,371

1,521

1,493

Total employees

1,847

1,973

1,895

Ratio of female representation

   (excluding EXERA's security officers)

 

75%

 

72%

 

75%





 

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

  

 

CONDENSED INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

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

 

 



FPE 2023

FPE 2022


Note

US$

US$





Revenue

4

11,453,699

8,313,480

Cost of services


(4,897,166)

(5,130,275)

Gross profit


6,556,533

3,183,205

Other income


8,314

85,052

Administrative and other operating expenses


(8,375,437)

(5,348,555)

Loss from operations


(1,810,590)

(2,080,298)

 


 

 

Finance cost

6

(442,146)

(432,306)





Loss before income tax

7

(2,252,736)

(2,512,604)





Income tax expense

8

(82,520)





Loss after income tax


(2,252,736)

(2,595,124)

 




Other comprehensive income:




Items that may be reclassified subsequently

to profit or loss:




Exchange difference in translation of foreign operations


(19,959)

8,754





Items that will not be reclassified subsequently

  to profit or loss:




Changes in fair value of equity instruments at FVOCI

12

(80,774)

(71,800)





Other comprehensive income for the period, net of tax


(100,733)

(63,046)





Total comprehensive income

 

(2,353,469)

(2,658,170)

 




Loss for the period attributable to:




Owners of the Company


(2,252,736)

(2,549,665)

Non-controlling interests


(45,459)



(2,252,736)

(2,595,124)





Total comprehensive income attributable to:




Owners of the Company


(2,353,469)

(2,612,711)

Non-controlling interests


(45,459)



(2,353,469)

(2,658,170)





Loss per share attributable to the owners of the

   Company (US$)




- Basic and diluted (US$)

21

(0.77)

(0.88)

 

 

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

 

 

CONDENSED INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 31 March 2023

 

 



As at

As at



31-Mar-2023  

30-Sep-2022


Note

US$

US$

ASSETS




Non-current assets




Plant and equipment

9

2,364,727

2,032,390

Intangible assets

10

6,711,972

6,681,443

Right-of-use assets ("ROU")

11

10,105,062

11,275,139

Financial assets at FVOCI

12

76,288

157,062

Trade and other receivables

13

1,501,766

1,542,501

Total non-current assets


20,759,815

21,688,535





Current assets




Inventories


184,509

165,891

Trade and other receivables

13

2,028,596

1,628,965

Cash and cash equivalents

14

1,353,782

1,980,232

Total current assets


3,566,887

3,775,088

Total assets


24,326,702

25,463,623





LIABILITIES AND EQUITY

 


 

Liabilities




Non-current liabilities




Contract liabilities

4

747,006

1,872,423

Shareholder loans

15

1,544,877

1,500,000

Lease liabilities


8,156,086

9,142,979

Total non-current liabilities


10,447,969

12,515,402





Current liabilities




Contract liabilities

4

9,816,410

8,093,625

Bank loans

16

115,530

Trade and other payables

17

4,674,597

3,636,898

Lease liabilities


2,243,574

1,961,444

Income tax payables


3,906

16,229

Total current liabilities


16,738,487

13,823,726

Total liabilities


27,186,456

26,339,128





Equity




Share capital

18

21,639,638

21,439,638

Convertible notes

19

5,730,000

5,730,000

Accumulated losses


(30,477,593)

(28,224,857)

Other reserves


248,201

179,714

Equity attributable to owners

   of the Company


(2,859,754)

(875,505)

Non-controlling interests

20

Total equity


(2,859,754)

(875,505)

Total liabilities and equity


24,326,702

25,463,623

 


 


 

 

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

 

CONDENSED INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

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

 

 

Unaudited

Note

Share

capital

Convertible

notes

Equity

reserves

Share

option reserve

Fair

 value reserve

Foreign exchange reserve

Accumulated

losses

Equity

attributable

to owners

of the Company

Non−

controlling

interests

Total

equity

31 March 2023


US$

US$

US$

US$

US$

US$

US$

US$

US$

US$



 

 

 

 

 

 

 

 

 

 

Balance as at 1 October 2022


21,439,638

5,730,000

(212,271)

968,819

(605,692)

28,858

(28,224,857)

(875,505)

(875,505)













Total comprehensive income for the financial year:












Loss for the financial period


(2,252,736)

(2,252,736)

(2,252,736)

Other comprehensive income


(80,774)

(19,959)

(100,733)

(100,733)

 


(80,774)

(19,959)

(2,252,736)

(2,353,469)

(2,353,469)













Contribution by owners of the Company












Issuance of shares in lieu of bonus

18

200,000

200,000

200,000

Recognition of share-based payments

5

169,220

169,220

169,220

 


200,000

169,220

369,220

369,220

 












Balance as at 31 March 2023


21,639,638

5,730,000

(212,271)

1,138,039

(686,466)

8,899

(30,477,593)

(2,859,754)

(2,859,754)



 

 

Unaudited

Note

Share

capital

Convertible

notes

Equity

reserves

Share

option reserve

Fair

 value reserve

Foreign exchange reserve

Accumulated

losses

Equity

attributable

to owners

of the Company

Non−

controlling

interests

Total

equity

31 March 2022


US$

US$

US$

US$

US$

US$

US$

US$

US$

US$













Balance as at 1 October 2021


20,799,638

(128,362)

774,102

(448,629)

(123,237)

(22,288,235)

(1,414,723)

(38,449)

(1,453,172)













Total comprehensive income for the financial year:












Loss for the financial year


(2,549,665)

(2,549,665)

(45,459)

(2,595,124)

Other comprehensive income


(71,800)

8,754

(63,046)

(63,046)

 


(71,800)

8,754

(2,549,665)

(2,612,711)

(45,459)

(2,658,170)













Contribution by owners of the Company












Issuance of shares in lieu of bonus

18

640,000

640,000

640,000

Issuance of convertible notes

19

5,730,000

5,730,000

5,730,000

Recognition of share-based payments


71,726

71,726

71,726

 


640,000

5,730,000

71,726

6,441,726

6,441,726

 












Changes in ownership interest

   in a subsidiary












Acquisition of non-controlling interests

20

(83,909)

(83,909)

83,908

(1)













Balance as at 31 March 2022


21,439,638

5,730,000

(212,271)

845,828

(520,429)

(114,483)

(24,837,900)

(3,399,617)

(3,399,617)

 

 

           

 

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

 

CONDENSED INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS

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

 


 

FPE 2023

FPE 2022


Note

US$

US$





 

Operating activities




Loss before income tax


(2,252,736)

(2,512,604)





Adjustments for:




Interest income


(2,456)

(1,355)

Plant and equipment written off


(100)

Intangible assets written off


3,011

Share-based compensation

5

169,220

71,726

Interest expense on lease liabilities

6, 7

398,454

372,105

Interest expense on loan from

   corporate shareholder

 

6

 

44,877

 

65,342

Lease concession

7

(80,745)

Amortisation of intangible assets

7

38,215

28,268

Depreciation of plant and equipment

9

371,187

205,506

Amortisation of right-of-use assets

11

1,382,345

1,350,354

Impairment loss on trade and other receivables

13

(6,187)

18,421

Transfer of plant and equipment to intangible assets


4,528

       Unrealised exchange difference


33,695

79,815

Operating cash flows before working capital changes


176,614

(395,728)

Working capital changes:




Trade and other receivables


(352,709)

(190,848)

Inventories


(18,618)

17,700

Contract liabilities


597,368

1,259,464

Trade and other payables


1,212,199

577,247

Cash flows provided from operations


1,614,854

1,267,835

Interest received


2,456

1,355

Income tax paid


(12,323)

(71,409)

Net cash provided from operating activities


1,604,987

1,197,781





Investing activities




Purchase of plant and equipment

9

(758,528)

(594,169)

Advances to related parties


(423,813)

Purchase of intangible assets


(13,356)

Net cash flows used in investing activities


(758,528)

(1,031,338)



 

 

 

FPE 2023

FPE 2022

 

Note

US$

US$

 




Financing activities




Repayment of shareholder loans

15

(1,500,000)

Interest paid on shareholder loans

15

(271,656)

(Repayment)/proceeds from bank loan

16

(115,530)

120,492

Proceeds from convertible notes

19

3,230,000

Principal payment for lease liabilities


(1,045,976)

(990,415)

Interest payment for lease liabilities


(332,664)

(372,105)

Fixed deposits pledged to bank


56,868

Acquisition of equity interest from

   non-controlling interests

 

20

 

 

(1)

Net cash (used in)/provided from financing activities


(1,494,170)

273,183





Net changes in cash and cash equivalents


(647,711)

439,626

Effect of exchange rate changes on cash and cash equivalents


21,261

(14,302)

Cash and cash equivalents at beginning of financial period


1,980,232

2,165,257





Cash and cash equivalents at end of financial period

14

1,353,782

2,590,581

 

 

 

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

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

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

 

 

1     CORPORATE INFORMATION

 

       Asia Strategic Holdings Limited (the "Company" or "Asia Strategic") (Registration Number 201302159D) is a public company limited by shares incorporated and domiciled in Singapore with its principal place of business and registered office at 80 Raffles Place #32-01, UOB Plaza, Singapore 048624. The Company's ordinary shares are traded on the Main Market of the London Stock Exchange under the equity ticker ASIA.

 

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

 

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

 

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

 

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

 

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

 

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

 

1.1   BASIS OF PREPARATION

 

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

 

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

 

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

 

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

 

 

2     SIGNIFICANT ACCOUNTING POLICIES

 

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

 

       Changes in accounting policy

 

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

 

       IFRSs issued but not yet effective

 

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

 

3     USE OF JUDGEMENTS AND ESTIMATES

 

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

 

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

 

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

 

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

 

3.1  SIGNIFICANT EVENTS AND SUBSEQUENT EVENTS  

 

Myanmar's political and economic situation

 

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

 

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

 

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

 

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

 

3.2   SEASONAL OPERATIONS

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

 

4        REVENUE AND SEGMENT INFORMATION

 

Disaggregation of revenue

 

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

 


Education

Services

Total


FPE 2023

FPE 2022

FPE 2023

FPE 2022

FPE 2023

FPE 2022


US$

US$

US$

US$

US$

US$








Rendering of services

2,642,785

3,025,078

2,642,785

3,025,078

Technical support services and

   new centre fees

14,177

193,625

 

 

14,177

193,625

Student fees

8,796,737

5,094,777

8,796,737

5,094,777


8,810,914

5,288,402

2,642,785

3,025,078

11,453,699

8,313,480








Timing of transfer of services







Point in time

1,732

7,167

88,299

143,997

90,031

151,164

Over time

8,809,182

5,281,235

2,554,486

2,881,081

11,363,668

8,162,316


8,810,914

5,288,402

2,642,785

3,025,078

11,453,699

8,313,480

 

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

 


As at

31-Mar-2023

As at

30-Sep-2022


US$

US$

Contract liabilities



Deferred revenue

10,563,416

9,966,048

 



Analysed as:



Current

9,816,410

8,093,625

Non-current

747,006

1,872,423


10,563,416

9,966,048

 

 

Significant changes in contract liabilities are as detailed below:


As at

31-Mar-2023

As at

30-Sep-2022


US$

US$




At beginning of financial period/year

9,966,048

5,892,090

Cash received in advance of performance and not 

    recognised as revenue

9,448,646

16,213,749

Revenue recognised during the financial period/year:



-  On contract liabilities at beginning of financial period/year

(7,543,274)

(4,928,924)

On cash received in advance during financial period/year

(1,348,021)

(7,027,948)


(8,891,295)

(11,956,872)

Foreign exchange difference

40,017

(182,919)

At end of financial period/year

10,563,416

9,966,048




 

Remaining performance obligations

 

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

 

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

 

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

 

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

 

 

1 October 2022

Education

Services

Others

Total

to 31 March 2023 (FPE 2023)

US$

US$

US$

US$






Revenue

8,810,914

2,642,785

11,453,699

Cost of services

(2,937,114)*

(1,960,052)*

(4,897,166)

Gross profit

5,873,800

682,733

6,556,533

Other income

6,137

541

1,636

8,314

Foreign exchange loss, net

(308,308)

(42,782)

(35,796)

(386,886)

Administrative and other operating expenses

 

(6,621,871)

 

(708,584)

 

(658,096)**

 

(7,988,551)

Loss from operations

(1,050,242)

(68,092)

(692,256)

(1,810,590)

Finance cost

(383,633)

(13,626)

(44,887)

(442,146)

Segment loss

(1,433,875)

(81,718)

(737,143)

(2,252,736)

Income tax expense

Loss after income tax

(1,433,875)

(81,718)

(737,143)

(2,252,736)






Other non-cash items:





Total depreciation of plant and equipment

 

354,545

 

16,451

 

191

 

371,187

Total amortisation of right-of-use asset

 

1,277,702

 

104,643

 

 

1,382,345

Total amortisation of intangible assets

38,048

 

167

 

 

38,215

Reversal of impairment of trade and other receivables

 

(6,187)

 

 

(6,187)

Finance costs (excluding interest on lease liabilities)

 

 

 

44,887

 

44,887

Total interest on lease liabilities

383,633

14,821

398,454


2,053,928

129,895

45,078

2,228,901






   Adjusted EBITDA

620,053

48,177

(692,065)

(23,835)


 

 

 

 

    Adjusted EBITDA after

   impact of ROU

(1,041,282)

 

(71,287)

 

(692,065)

(1,804,634)


 

 

 

 

Reportable segment assets

as at 31 March 2023

21,052,841

3,033,082

164,491

24,250,414

Investment in FVOCI

-

-

76,288

76,288

 

Total Group's assets




24,326,702

 





Included in the segment assets:





Additions:





Plant and equipment

730,235

28,293

758,528

Right-of-use assets

318,554

318,554






Reportable segment liabilities

as at 31 March 2023

 

(24,516,359)

 

(875,886)

 

(1,794,211)

 

(27,186,456)






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

 

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

 

 

1 October 2021

Education

Services

Others

Total

to 31 March 2022 (FPE 2022)

US$

US$

US$

US$






Revenue

5,288,402

3,025,078

8,313,480

Cost of services

(3,131,494)*

(1,998,781)*

(5,130,275)

Gross profit

2,156,908

1,026,297

3,183,205

Other income

79,981

341

4,730

85,052

Foreign exchange (loss)/gain, net

(151,501)

30,524

(221)

(121,198)

Administrative and other operating expenses

 

(4,075,422)

 

(616,637)

 

(535,298)**

 

(5,227,357)

(Loss)/profit from operations

(1,990,034)

440,525

(530,789)

(2,080,298)

Finance cost

(335,741)

(31,223)

(65,342)

(432,306)

Segment (loss)/profit

(2,325,775)

409,302

(596,131)

(2,512,604)

Income tax expense

(82,520)

(82,520)

(Loss)/profit after income tax

(2,325,775)

326,782

(596,131)

(2,595,124)






Other non-cash items:





Total depreciation of plant and equipment

 

188,249

 

16,732

 

525

 

205,506

Total amortisation of right-of-use asset

 

1,238,017

 

112,337

 

 

1,350,354

Total amortisation of intangible assets

28,101

 

167

 

 

28,268

Impairment of trade and other receivables

 

18,421

 

 

18,421

Finance costs (excluding interest on lease liabilities)

 

 

 

65,342

 

65,342

Total interest on lease liabilities

335,741

36,364

372,105


1,790,108

184,021

65,867

2,039,996






   Adjusted EBITDA

(535,667)

593,323

(530,264)

(472,608)


 

 

 

 

    Adjusted EBITDA after

   impact of ROU

(2,109,425)

 

444,622

 

(530,264)

(2,195,067)


 

 

 

 

Reportable segment assets

as at 31 March 2022

20,964,082

2,376,447

392,262

23,732,791

Investment in FVOCI

-

-

242,325

242,325

Total Group's assets




23,975,116

 





Included in the segment assets:





Additions:





Plant and equipment

580,871

13,298

594,169

Right-of-use assets

1,425,137

1,425,137






Reportable segment liabilities

as at 31 March 2022

 

(18,667,934)

 

(1,292,549)

 

(7,414,250)

 

(27,374,733)






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

 

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

 

Geographic information

 

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

 


FPE 2023

FPE 2022

 

Revenue

US$

US$

 


 


 

Vietnam

4,055,667

3,312,986

 

Myanmar

7,398,032

5,000,494

 


11,453,699

8,313,480

 


 


 


As at

31-Mar-2023

As at

30-Sep-2022

 

Segment non-current assets

US$

US$

 




 

Vietnam

7,469,410

12,408,875

Myanmar

11,688,808

7,554,647

Singapore

23,543

25,450


19,181,761

19,988,972

 

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

 

5        EMPLOYEE BENEFIT EXPENSES

                       


FPE 2023

FPE 2022


US$

US$




Wages, salaries and allowances*

6,547,802

5,254,191

Share-based compensation

169,220

71,726

Termination benefits

13,461

35,806

Staff insurance and medical expenses

145,412

125,750

Staff accommodation and welfare

162,910

145,367

Others

110,613

25,462


7,149,418

5,658,302




      Total employee benefit expenses:



-   Cost of services

3,180,903

3,622,390

-   Administrative and other operating expenses

3,968,515

2,035,912


7,149,418

5,658,302




            *Included in these expenses are Director fees and remuneration.

 

6          FINANCE COST

 


FPE 2023

FPE 2022


US$

US$


 

 

Interest expenses:

 

 

- Lease liabilities

397,259

366,964

- Loan from a shareholder

44,887

65,342


442,146

432,306

7         LOSS BEFORE INCOME TAX

 

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

 


FPE 2023

FPE 2022


US$

US$




Cost of services



Academic expenses

812,060

567,799

Student enrolment and support fees

450,961

214,755

Expenses relating to student instalment plans

146,135

165,204

Depreciation expense

50,019

104,278

Security service expenses

116,050

81,276

Hotel related operating expenses

25,834

79,581

Amortisation of right-of-use assets

39,957

58,522

Amortisation of intangible assets

1,574

17,679

Interest on lease liabilities

1,195

5,141

Travelling and transportation expenses

69,147

53,205




Administrative and other operating expenses:



Amortisation of right-of-use assets

1,342,388

1,291,832

Amortisation of intangible assets

36,641

10,589

Selling and marketing expenses

1,217,905

857,522

Professional fees

152,991

322,316

Depreciation expense

321,168

101,228

Lease expenses on:



Short term lease expense

146,614

124,525

-  Lease concession(1)

(46,307)

(80,745)

Travelling and transportation expenses

152,991

81,296

Foreign exchange (loss)/gain, net

386,886

121,198




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

 

8        INCOME TAX EXPENSE

 

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

 

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

 

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

 


FPE 2023

FPE 2022


US$

US$

Current income tax



- Current year tax

(82,520)

-  Under provision in respect of prior financial periods




Deferred income tax



-  current financial period

Total income tax credit recognised in profit or loss

(82,520)

 

9        PLANT AND EQUIPMENT

 

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

 


FPE 2023

FPE 2022


US$

US$

Purchase of plant and equipment



-  Computers and books

298,098

125,122

-  Furniture and fittings

65,816

14,663

-  Leasehold improvements

207,787

2,921

-  Construction-in-progress

186,827

451,463


758,528

594,169




Depreciation for the financial period

(371,187)

(205,506)

 

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

 

10      INTANGIBLE ASSETS

 

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

 


Education

Services


Myanmar

Vietnam

Myanmar


31-Mar-23

30-Sep-22

31-Mar-23

30-Sep-22

31-Mar-23

30-Sep-22


US$

US$

US$

US$

US$

US$

 







Goodwill

4,775,925

4,734,832

1,438,990

1,438,990

Area development and

  centre fees

222,265

195,798

241,797

256,355

 

 








 

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

 

 

11      RIGHTS-OF-USE ASSETS

 

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

 


FPE 2023

FPE 2022


US$

US$







Additions for the year

318,554

1,425,137

Amortisation for the six-month financial period

(1,382,345)

(1,350,354)

 

 

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

 


As at

31-Mar-2023

As at

30-Sep-2022


US$

US$

 

 



At beginning of financial period/year

157,062

314,125

Fair value recognised in other comprehensive income

(80,774)

(157,063)

At end of financial period/year

76,288

157,062

 

Details of the investment are as follows:

 

Quoted equity instrument



- London Stock Exchange (AIM Market)

76,288

157,062

 

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

 

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

 

 

13    TRADE AND OTHER RECEIVABLES

 


As at

31-Mar-2023

As at

30-Sep-2022


US$

US$

Current



Trade receivables



Third parties

623,037

663,789

Less: Loss allowances

(6,187)

(15,453)

Third parties, net

616,850

648,336

Accrued receivables

81,337

6,913

Total trade receivables

698,187

655,249




Other receivables



Third parties(ii)

280,327

Less: Loss allowances

(280,327)


Rental deposits

56,725

77,619

Prepayments for enrolment and support fees

611,577

333,229

Sales tax

31,758

56,475

Advances and other prepayments

630,349

506,393

Total other receivables

1,330,409

973,716

Total trade and other receivables (current)

2,028,596

1,628,965




Non−current



Related party (Note 23)



- trade

1,042,614

- non-trade

5,435,151

4,256,996

Less: Loss allowances

(4,403,202)

(4,400,124)


1,031,949

899,486

Rental deposits

439,819

545,296

Prepayments for enrolment and support fees

29,998

97,719

Total other receivables (non−current)

1,501,766

1,542,501




Total trade and other receivables

3,530,362

3,171,466

Less: Advances and prepayments

(1,271,924)

(937,341)

Less: Sales tax

(31,758)

(56,475)

Add: Cash and cash equivalents (Note 14)

1,353,782

1,980,232

Financial assets at amortised cost

3,580,462

4,157,882

 

Trade and other receivables

 

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

 

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

 

 

Expected credit loss allowances

 

i)       Trade receivables - Third party

                 

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

 

ii)      Other receivables - Third party

 

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

 

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

 

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

 

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

 

 

14    CASH AND CASH EQUIVALENTS AND FIXED DEPOSITS

 

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


As at

31-Mar-2023

As at

30-Sep-2022


US$

US$




Cash at bank

1,076,885

986,400

Cash at financial institutions

20,226

47,980

Cash on hand

256,671

945,852

Cash and cash equivalents

1,353,782

1,980,232

 

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


As at

31-Mar-2023

As at

30-Sep-2022


US$

US$

United States Dollar

383,560

1,142,830

Myanmar Kyat

676,460

430,909

Vietnamese Dong

200,176

151,097

Singapore Dollar

90,396

209,294

Euro

3,190

46,102


1,353,782

1,980,232

 

 

 

15    SHAREHOLDER LOANS (UNSECURED)

 

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

 





Non−cash changes


 

As at

1-Oct-2022

Drawdown

of loan

Repayment

of loans

Subscription of convertible notes

Interest expense

As at

31-Mar-2023

 

US$

US$

US$

US$

US$

US$



 

 

 

 

 

Facility 1

1,500,000

44,877

1,544,877

 

 





Non−cash changes


 

As at

1 Oct-2021

Drawdown

of loan

Repayment

of loans

Subscription of convertible notes

Interest expense

As at

30-Sep-2022

 

US$

US$

US$

US$

US$

US$








Facility 1

3,151,576

250,000

(2,004,725)

103,149

1,500,000

Facility 2

2,591,971

(104,712)

(2,500,000)

12,741


5,743,547

250,000

(2,109,437)

(2,500,000)

115,890

1,500,000

 

(a)     Loan Facility 1

 

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

 

(b)     Loan Facility 2 

 

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

 

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

 

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

 

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

 

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

 

 

16    BANK LOAN (UNSECURED)

 

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

 

 

17     TRADE AND OTHER PAYABLES

 


As at

31-Mar-2023

As at

30-Sep-2022


US$

US$

Trade payables



Third parties

747,776

940,798

Accrued enrolment expenses

166,472

116,103

Total trade payables

914,248

1,056,901




Other payables



Third parties

511,096

59,162

Accruals for suppliers, wages, others

1,525,103

1,742,902

Advances and deposits from customers

1,680,829

735,513

Sales tax

43,321

42,420

Total other payables

3,760,349

2,579,997




Total trade and other payables

4,674,597

3,636,898

Add: Lease liabilities

10,399,660

11,104,423

Add: Shareholder loans (Note 15)

1,544,877

1,500,000

Add: Bank loans (Note 16)

-

115,530

Less: Sales tax

(43,321)

(42,420)

Financial liabilities carried at amortised cost

16,575,813

16,314,431

 

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

 

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

 

 

 

18    SHARE CAPITAL

 


As at

31-Mar-2023

As at

30-Sep-2022

As at

31-Mar-2023

As at

30-Sep-2022


Number of shares

US$

Issued and fully paid

    ordinary shares:

 





At beginning of financial period/year

2,925,920

2,845,920

 

21,439,638

20,799,638

Shares issued during the

   financial period/year

40,000

80,000

 

200,000

640,000

At end of financial period/year

2,965,920

2,925,920

21,639,638

21,439,638






 

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

 

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

 

The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All ordinary shares have no par value and carry one vote per share without restriction.

 

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

 

19    CONVERTIBLE NOTES

 

 


 


As at

31-Mar-2023

As at

30-Sep-2022


US$

US$

 



At beginning of financial period/year

5,730,000

Issued and paid during the financial period/year:



-    Cash

3,230,000

-    Shareholder loans (Note 15)

2,500,000

At end of financial period/year

5,730,000

5,730,000

 

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

 

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

 

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

 

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

 

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

 

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

 

The salient features of the convertible notes are as follows:

 

Type

Zero-Coupon Convertible Notes

10% Coupon Convertible Notes

Maturity

30 October 2024

30 October 2024

Coupon

Zero-coupon

10% annually

Conversion price

 

The higher of:

(i)  the Floor Subscription Price; and

(ii) the Discounted Subscription Price.

The higher of:

(i)  US$15.00 per Share; and

(ii) 90% of the subscription price per Share for a Qualifying Event

Discount

Between 2.0% and 20.5% based on conversion schedule 

10% vs. subscription price for a Qualifying Event

Floor conversion price

US$11.9 per share (based on the maximum discount listed above)

US$15.0 per share

Conversion date

The date falling on the earlier of:

(i)  the Maturity Date; and

(ii) the Qualifying Event.

The date falling on the earlier of:

(i)  the Maturity Date; and

(ii) the Qualifying Event.

Qualifying event

Share issuance in excess of

US$5 million

Share issuance in excess of

US$5 million

Use of proceeds

Development of business

Working capital

Development of business

Working capital

Limitation to use of proceeds

Max. 50% of the proceeds for activities in Myanmar

Max. 50% of the proceeds for activities in Myanmar

Rank

Pari passu to all present and future unsecured obligations

Pari passu to all present and future unsecured obligations

 

20    NON-CONTROLLING INTERESTS

 

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

 

 

21    LOSS PER SHARE

 

The calculation of the basic and diluted loss per share attributable to the ordinary equity holders of the Company is based on the following data:

 


FPE 2023

FPE 2022

Numerator



Loss for the financial period attributable to the



   owners of the parent (US$)

(2,252,736)

(2,549,665)

 



Denominator



Weighted average number of ordinary shares for the



   purposes of basic and diluted loss per share

2,939,035

2,895,319




Loss per share (US$)



Basic and diluted

(0.77)

(0.88)




 

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

 

22    COMMITMENTS

 

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

 


FPE 2023

FPE 2022


US$

US$




 



Capital expenditures contracted but not provided for:



- Property, plant and equipment

353,000

115,000




 

 

23    SIGNIFICANT RELATED PARTY TRANSACTIONS

 

For 6M'23, in addition to the information disclosed elsewhere in these financial statements, the Group entered into the following significant transactions with related parties at rates and terms agreed between the parties:

 


FPE 2023

FPE 2022


US$

US$




With related parties*:



- Management fees

14,177

63,881

- Technical support service fees

120,820




With a Director of the

subsidiaries:



- Professional fees

21,000

54,000

 

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

 

 

24    FAIR VALUE MEASUREMENT

 

Financial instruments and measurements

 

Financial instruments not measured at fair value

 

Financial instruments not measured at fair value include cash and cash equivalents, current trade and other receivables (excluding advances, prepayments, sales tax, amounts due from a related party), long term rental deposits and trade and other payables. Due to their short−term nature, the carrying amount of these current financial assets and financial liabilities measured at amortised costs approximate their fair values.

 

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

 

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

 

 

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

 

Financial instruments measured at fair value

 

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

 

There were no transfers between levels during the financial period.

 

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

 

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