$	Note	2023	2022
Operating activities
Loss before income tax		(5,252,270)	(5,948,435)
Adjustments for:
Interest income	5	(23,608)	(21,589)
Share−based compensation	6	329,281	194,717
Interest on shareholder's loans	7	105,748	115,890
Plant and equipment written off	8	-	12,271
Loss on disposal of plant and equipment	8	1,154	837
Depreciation of plant and equipment	10	826,953	436,363
Reversal of impairment of intangible assets	11	-	(30,000)
Intangible assets written off	11	-	2,972
Amortisation of intangible assets	11	80,498	74,342
Amortisation of right-of-use assets	12	2,858,275	2,694,870
Lease concession	12	(139,978)	(161,774)
Interest on lease liabilities	12	875,405	754,370
(Reversal)/Impairment loss on trade and other receivables	16	(9,514)	15,453
Unrealised foreign exchange loss		348,430	191,438
Operating cash flows before working capital changes		374	(1,668,275)
Working capital changes:
Trade and other receivables		(565,342)	(358,925)
Inventories		(56,504)	(65,533)
Trade and other payables		2,248,570	1,656,544
Contract liabilities		2,127,283	4,073,958
Cash provided from / (used in) operations		3,754,381	3,637,769
Interest received		23,608	21,589
Income tax paid		(76,275)	(83,147)
Net cash provided from operating activities		3,701,714	3,576,211
Investing activities
Purchase of plant and equipment	10	(1,725,841)	(1,684,196)
Purchase of intangible assets	11	(94,889)	(245,580)
Advances to a related party		(564,438)	(395,516)
Net cash used in investing activities		(2,385,168)	(2,325,292)

 

The accompanying notes form an integral part of these financial statements.

 

 

 

 

$	Note	2023	2022
Financing activities
Acquisition of equity interest from non-controlling interest		-	(1)
Repayment of lease liabilities	12	(1,921,275)	(2,235,413)
Interest paid on lease liabilities	12	(752,974)	(754,370)
Movement in fixed deposits pledged to bank		-	100,625
Proceeds from shareholder's loans	18	1,325,000	250,000
Repayment of shareholder's loans	18	(350,000)	(1,750,000)
Interest on shareholder's loans	18	(3,567)	(359,437)
(Repayment of)/proceeds from bank loan	19	(115,530)	115,530
Proceeds from convertible notes	22	-	3,230,000
Net cash used in financing activities		(1,818,346)	(1,403,066)
Net changes in cash and cash equivalents		(501,800)	(152,147)
Effect of exchange rate changes on cash and cash equivalents		11,380	(32,878)
Cash and cash equivalents at beginning of year		1,980,232	2,165,257
Cash and cash equivalents at end of year	17	1,489,812	1,980,232

 

The accompanying notes form an integral part of these financial statements.

 

 

 

These notes form an integral part of and should be read in conjunction with the accompanying financial statements.

 

1.        General

 

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 was listed on the Main Market of London Stock Exchange on 22 August 2017.

 

The principal activities of the Company consist of developing, managing, operating and investing in businesses across Emerging Asia, including services to its subsidiaries. The principal activities of the subsidiaries are set out in Note 13 to the financial statements. Related companies in these financial statements refer to members of the Group.

 

2.        Significant accounting policies

 

2.1      Basis of preparation

 

The financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRSs") as adopted by the European Union and are prepared under the historical cost convention, except as disclosed in the accounting policies below.

 

The individual financial statements of each Group entity are measured and presented in the currency of the primary economic environment in which the entity operates (its functional currency). The consolidated financial statements of the Group and the statement of financial position of the Company are presented in United States dollar ("US$" or "$") which is the functional currency of the Company and the presentation currency for the consolidated financial statements.

 

The preparation of financial statements in compliance with IFRS requires management to make judgements, estimates and assumptions that affect the Group's application of accounting policies and reported amounts of assets, liabilities, revenue and expenses. Although these estimates are based on management's best knowledge of current events and actions, actual results may differ from those estimates. The areas where such judgements or estimates have significant effect on the financial statements are disclosed in Note 3 to the financial statements.

 

Myanmar 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) frequent electricity and telecommunication outages, (ii) sudden regulatory changes, (iii) stringent foreign exchange control measures, (iv) disruption of the global and local supply chain and the weakening of the Myanmar Kyat against foreign currencies, in particular USD resulting in inflationary pressures, 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. Over the last three years, during Covid-19 movement restrictions, the Group has gained valuable experience and is prepared to switch its delivery of all education services from in-centre to online, if required to avoid any business disruptions and ensure business continuity. Its security services business remained integral to secure embassies, customer premises and national infrastructure. 

 

Accordingly, as part of risk management, minimal cash balances in Myanmar are maintained to the extent of its cash flow requirement in any given month. Excess cash balances are maintained in Singapore to mitigate country and credit risk exposures.

 

While the Group remains focused on expanding its current operations in Vietnam which are expected to exceed Myanmar over time, 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. The significant estimates and judgements applied are as disclosed in Note 3 to the financial statements. 

 

Going concern assumption

 

The Group recorded loss for the year of $5,319,684 (2022: $5,982,081). As at reporting date, the Group's current liabilities and total liabilities exceeded its current assets and total assets amounting to $14,902,027 (2022: $10,048,638) and $5,632,320 (2022: $875,505), respectively. The Group's net cash generated from operating activities amounted to $3,701,714 (2022: $3,576,211) during the financial year.

 

The Board of Directors have carried out a detailed review of the Group cash flow forecast for 24 months from the financial year ended 30 September 2023.

 

The cash flow forecast has been prepared and stress-tested taking into consideration the timing of capital expenditures, the general political and macroeconomic environment and other information available at the end of the reporting period. The Directors have evaluated that there are sufficient mitigating actions within their control, such as further optimising the Group's operating costs and prioritising the Group's capital expenditures focusing on multi brand sites driving operational efficiency and synergies.  

 

Other key considerations in the assessment include, among others:

 

a)   The Group meticulously plans its business expansion and continuously monitors how changes to the political and economic environment may potentially impact its business operations, particularly in Myanmar. Since the previous financial year, the Myanmar-based businesses are largely self-sustainable;

 

b)   The Group has access to $1,120,000 in unutilised Loan Facility 1, as disclosed in Note 18(a) to the financial statements;

 

c)   Positive working capital as tuition fees and certain security services are generally collected 1 to 12 months in advance of performance with reference to the terms of the contracts. Refer to Note 4 for further details; and

 

d)   Flexibility over the timing and the size of certain capital expenditures as all expansionary expenditures are discretionary in nature. Any capital expenditures in Myanmar would be funded by the excess capital available locally, if any.

 

Based on the current market environment in the respective countries the Group operates, there are no indicators that warrant material adjustments to the key assumptions and judgements applied.

 

The Directors of the Company are of the opinion that, based on past operating cash flows, current forecasts, flexibility in investing activities, cash resources and available loan facilities, no material uncertainty exists has been identified that may give rise to significant doubt over going concern and the going concern basis is appropriate in the preparation of the financial statements.

 

 

Changes in accounting policies

 

New standards, amendments and interpretations effective from 1 October 2022

 

The standards, amendments to standards, and interpretations that will apply for the first time by the Group do not impact the Group as they are either not relevant to the Group's business activities or require accounting which is consistent with the Group's current accounting policies.

 

IFRSs issued but not yet effective

 

At the date of authorisation of these financial statements, the following IASB were issued but not yet effective and have not been early adopted in these financial statements:

 

Standard or interpretation	Description	Effective date (annual periods beginning on or after)
IAS 1 and IFRS Practice Statement 2 (Amendments)	: Disclosure of Accounting Policies	1 January 2023
Amendments to IAS 12	: Deferred Tax Related to Assets and          Liabilities arising from a Single          Transaction	1 January 2023
Amendments to IAS 8	: Definition of Accounting Estimates	1 January 2023
Amendments to IAS 7	: Supplier Financing Arrangements	1 January 2024
Amendments to IAS 1	: Classification of Liabilities as Current or          Non-current	1 January 2024
Amendments to IFRS 16	: Leases (Liability in a Sale and Leaseback)	1 January 2024
Amendments to IAS 1	: Presentation of Financial Statements (Non-current liabilities with Covenants)	1 January 2024
Amendments to IAS 21	: Lack of Exchangeability	1 January 2025
IFRS 10 and IAS 28 (Amendments)	: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture	To be determined

 

Consequential amendments were also made to various standards as a result of these new or revised standards.

 

Except as disclosed below, the Group anticipates that the adoption of the above standards issued by the IASB, if applicable, will have no material impact on the financial statements of the Group in the period of their adoption.

 

Amendments to IAS 21: Lack of Exchangeability 

 

Under IAS 21, the Effects of Changes in Foreign Exchange Rates, in preparing the financial statements of the individual entities, transactions in currencies other than the entity's functional currency ("foreign currencies") are recorded at the rate of exchange prevailing on the date of the transaction. However, in rare circumstances, it is possible that one currency cannot be exchanged into another. This lack of exchangeability might arise when a government imposes controls on capital imports and exports, for example, or when it provides an official exchange rate but limits the volume of foreign currency transactions that can be undertaken at that rate. Consequently, market participants are unable to buy and sell currency to meet their needs at the official exchange rate and turn instead to unofficial, parallel markets.

 

Although few jurisdictions are affected by this, it can have a significant accounting impact for those companies affected. Accordingly, IAS 21 was amended to clarify when a currency is exchangeable into another currency and how a company estimates a spot rate when a currency lacks exchangeability.

 

Under the amendments to IAS 21, an entity is allowed to estimate a spot rate when a currency is not exchangeable. When estimating a spot rate an entity can use an observable exchange rate without adjustment or another estimation technique.

 

Entities applying this new amended standard will need to provide new disclosures to help users assess the impact of using an estimated exchange rate on the financial statements which includes (i) the nature and financial impacts of the currency not being exchangeable, (ii) the spot exchange rate used, (iii) the estimation process; and (iv) risks to the company because the currency is not exchangeable.

In April 2022, the Central Bank of Myanmar ("CBM") implemented foreign exchange control measures requiring all foreign currency receipts from April 2022 to be converted to Myanmar Kyat ("Kyat"), restricting conversion of foreign currencies and limiting offshore remittance. The foreign exchange regulations in Myanmar remain fluid and subject to unpredictable changes. The Group continuously monitor announcements by the CBM to manage its currency exposures proactively.

 

The amendments apply to the annual reporting periods beginning on or after 1 January 2025. Earlier application is permitted. The Group is in the process of performing a detailed assessment in respect of classification, measurement and disclosure on the financial statements.

 

2.2      Basis of consolidation

 

The consolidated financial statements incorporate the financial statements of the Company and its subsidiaries. Subsidiaries are entities over which the Group has control. The Group controls an investee if the Group has power over the investee, exposure to variable returns from its involvement with the investee, and the ability to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control.

 

Subsidiaries are consolidated from the date on which control commences until the date on which control ceases. Control is reassessed whenever the facts and circumstances indicate that they may be a change in the elements of control.

 

All intra−group balances and transactions and any unrealised income and expenses arising from intra−group transactions are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides an impairment indicator of the transferred asset.

 

The financial statements of the subsidiaries are prepared for the same reporting period as that of the Company, using consistent accounting policies. Where necessary, accounting policies of subsidiaries are changed to ensure consistency with the policies adopted by the Group.

 

Non−controlling interests

 

Non−controlling interests in subsidiaries relate to the equity in subsidiaries which is not attributable directly or indirectly to the owners of the parent. They are shown separately in the consolidated statements of comprehensive income, consolidated statement of changes in equity and consolidated statement of financial position.

 

Non−controlling interests in the acquiree that are a present ownership interest and entitle its holders to a proportionate share of the entity's net assets in the event of liquidation may be initially measured either at fair value or at the non−controlling interests' proportionate share of the fair value, of the acquiree's identifiable net assets. The choice of measurement basis is made on an acquisition−by−acquisition basis. Subsequent to acquisition, the carrying amount of non−controlling interests is the amount of those interests at initial recognition plus the non−controlling interests' share of subsequent changes in equity. Total comprehensive income is attributed to non−controlling interests even if this results in the non−controlling interests having a deficit balance.

 

Changes in the Group's interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions (i.e., transactions with owners). The carrying amounts of the Group's interests and the non−controlling interests are adjusted to reflect the changes in their relative interests in the subsidiary. Any difference between the amount by which the non−controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the parent.

 

When the Group loses control of a subsidiary, it derecognises the assets and liabilities of the subsidiary and any non−controlling interest. The profit or loss on disposal is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non−controlling interests. Amounts previously recognised in other comprehensive income in relation to the subsidiary are accounted for (i.e., reclassified to profit or loss or transferred directly to retained earnings) in the same manner as would be required if the relevant assets or liabilities were disposed of.

 

The fair value of any investments retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IFRS 9 Financial Instruments, or when applicable, the cost on initial recognition of an investment in an associate or joint venture.

 

2.3      Business combinations

 

The acquisition of subsidiaries is accounted for using the acquisition method. The consideration transferred for the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree. Acquisition−related costs are recognised in profit or loss as incurred. Consideration transferred also includes any contingent consideration measured at the fair value at the acquisition date. Subsequent changes in fair value of contingent consideration which is deemed to be an asset or liability, will be recognised in profit or loss. The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 are recognised at their fair values at the acquisition date.

 

Where a business combination is achieved in stages, the Group's previously held interests in the acquired entity are remeasured to fair value at the acquisition date (i.e., the date the Group attains control) and the resulting gain or loss, if any, is recognised in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassified to profit or loss, where such treatment would be appropriate if that interest were disposed of.

 

Goodwill arising on acquisition is recognised as an asset at the acquisition date and initially measured at the excess of the sum of the consideration transferred, the amount of any non−controlling interest in the acquiree and the fair value of the acquirer's previously held equity interest (if any) in the entity over net acquisition−date fair value amounts of the identifiable assets acquired and the liabilities and contingent liabilities assumed.

 

Goodwill on subsidiary is recognised separately as intangible assets. Goodwill is initially recognised at cost and subsequently measured at cost less any accumulated impairment losses.

 

2.4      Revenue recognition

 

Revenue is recognised when a performance obligation is satisfied. Revenue is measured based on the consideration of which the Group expects to be entitled in exchange for transferring promised good or services to a customer, excluding amounts collected on behalf of third parties (i.e., sales-related taxes). The consideration promised in the contracts with customers are derived from fixed price contracts.

 

Contract liabilities are deferred revenue comprising tuition fees and other advance consideration received from customers and a related party. Deferred revenue is recognised as revenue when performance obligations under its contracts are satisfied.

 

Tuition fees

 

Tuition fees are earned through the provision of educational and enrichment programs across the Group's educational businesses, either in person or online. Tuition fees are recognised over the duration of the course and when services are rendered with reference to the terms of the contract on a straight−line basis over the term of the courses. Sale of merchandise and ancillary fees are either recognised at point in time when goods are delivered and over time on a straight−line basis, respectively according to the delivery of the performance obligations.

 

Service fees

 

a)     Security services

 

The Group provides a broad range of security, risk management, facility management and security training services to customers over a specified contract period. The performance obligation is satisfied over time as the customer simultaneously receives and consumes the benefits of the Group's performance in providing the security services. As the Group's efforts or inputs are expended throughout the performance period, revenue is recognised on a straight−line basis over the specified contract period.

 

For certain contracts where the Group supplies security equipment and provides ad−hoc services such as journey management and cash in transit, revenue are recognised at point in time when goods and services are delivered.

 

b)    Management services

 

Management fees earned from hostels and schools managed by the Group, under long−term contracts with the owners, are recognised over time on a straight-line basis as and when services are rendered with reference to the terms of the contracts. Management fees comprise incentive fees, which are based on the profitability of these business operations and the amount of course modules to be delivered.

 

2.5      Borrowing costs

 

Borrowing costs are recognised in profit or loss in the period in which they are incurred using the effective interest method.

 

2.6      Employee benefits

 

Statutory contributions

 

Statutory contributions include defined contribution plans and social benefits as regulated by the countries where the Group operates. These statutory contributions are charged as an expense in the period in which the related service is performed. Defined contribution plans are post−employment benefit plans under which the Group pays fixed contributions into state−managed retirement benefit schemes in Singapore and has no legal and constructive obligation to pay further once the payments are made.

 

Termination benefits

 

Termination benefits comprise benefits payable when employment is terminated before the normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for such benefits. Termination benefits are recognised when the Group is committed to either terminating the employment of current employees based on a formal plan without the possibility of withdrawal; or providing termination benefits as a result of an offer made to encourage voluntary redundancy.

 

Initial recognition and subsequent changes to the expense and liability for termination benefits are measured in line with the accounting policies disclosed above for other short-term and long-term employee benefits.

 

2.7      Share−based payments

 

The Group issues equity−settled share−based payments to certain employees.

 

Equity−settled share−based payments are measured at fair value of the equity instruments (excluding the effect of non−market−based vesting conditions) at the date of grant. The fair value determined at the grant date of the equity−settled share−based payments is expensed on a straight−line basis over the vesting period with a corresponding credit to the share−based payment reserve, based on the Group's estimate of the number of equity instruments that will eventually vest and adjusted for the effect of non−market−based vesting conditions. At the end of each financial period, the Group revises the estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss over the remaining vesting period with a corresponding adjustment to the share−based payment reserve.

 

Fair value of the share options is measured using the Black−Scholes pricing model. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non−transferability, exercise restrictions and behavioural considerations.

 

For cash-settled share-based payments, a liability and a corresponding expense equal to the portion of the goods or services received is recognised at the current fair value determined at the end of each financial year, with movements recognised in profit or loss.

 

2.8      Taxes

 

Income tax expense comprise current tax expense and deferred tax expense.

 

Current income tax

 

Current income tax expense is the amount of income tax payable in respect of the taxable profit for a period. Current income tax liabilities for the current and prior periods shall be measured at the amount expected to be paid to the taxation authorities, using the tax rates and tax laws in the countries where the Group operates, that have been enacted or substantively enacted by the end of the financial year. Management evaluates its income tax provisions on periodical basis.

 

Current income tax expenses 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 recognised on all temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases of asset and liabilities, except when the temporary difference arises from the initial recognition of goodwill or other assets and liabilities that is not a business combination and affects neither the accounting profit nor taxable profit.

 

Deferred tax liabilities are recognised for all taxable temporary differences associated with investments in subsidiaries, except where the Group is able to control the timing of reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets are recognised for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which the temporary difference can be utilised.

 

The carrying amount of deferred tax assets is reviewed at the end of each financial year and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the deferred tax asset to be utilised.

 

Deferred tax assets and liabilities are measured using the tax rates expected to apply for the period when the asset is realised or the liability is settled, based on tax rate and tax law that have been enacted or substantially enacted by the end of financial year. The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group expects to recover or settle its assets and liabilities.

 

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

 

Deferred tax is recognised in profit or loss, except when it relates to items recognised outside profit or loss, in which case the tax is also recognised either in other comprehensive income or directly in equity, or where it arises from the initial accounting for a business combination. Deferred tax arising from a business combination, is taken into account in calculating goodwill on acquisition.

 

Sales tax

 

Revenue, expenses and assets are recognised net of the amount of sales tax except:

 

·          when the sales taxation that is incurred on purchase of assets or services is not recoverable from the taxation authorities, in which case the sales tax is recognised as part of cost of acquisition of the asset or as part of the expense item as applicable; and

 

·          receivables and payables that are stated with the amount of sales tax included.

 

The net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial position.

 

2.9      Foreign currency transactions and translation

 

In preparing the financial statements of the individual entities, transactions in currencies other than the entity's functional currency ("foreign currencies") are recorded at the rate of exchange prevailing on the date of the transaction. At the end of each financial year, monetary items denominated in foreign currencies are retranslated at the rates prevailing as of the end of the financial year. Non−monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined. Non−monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

 

Exchange differences arising on the settlement of monetary items, and on retranslation of monetary items are included in profit or loss for the period. Exchange differences arising on the retranslation of non−monetary items carried at fair value are included in profit or loss for the period except for differences arising on the retranslation of non−monetary items in respect of which gains and losses are recognised directly in equity. For such non−monetary items, any exchange component of that gain or loss is also recognised directly in equity.

 

For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group's foreign operations (including comparatives) are expressed in United States dollar using exchange rates prevailing at the end of the financial year. Income and expense items (including comparatives) are translated at the average exchange rates for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, are recognised initially in other comprehensive income and accumulated in the Group's foreign exchange reserve.

 

On consolidation, exchange differences arising from the translation of the net investment in foreign entities (including monetary items that, in substance, form part of the net investment in foreign entities), and of borrowings and other currency instruments designated as hedges of such investments, are taken to the foreign exchange reserve.

 

On disposal of a foreign operation, the accumulated foreign exchange reserve relating to that operation is reclassified to profit or loss.

 

Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.

 

2.10    Plant and equipment

 

All items of plant and equipment are initially recognised at cost. The cost includes its purchase price and any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Dismantlement, removal or restoration costs are included as part of the cost if the obligation for dismantlement, removal or restoration is incurred as a consequence of acquiring or using the plant and equipment.

 

Subsequent expenditure on an item of plant and equipment is added to the carrying amount of the item if it is probable that future economic benefits associated with the item will flow to the Group and the cost can be measured reliably. All other costs of servicing are recognised in profit or loss when incurred.

 

Plant and equipment are subsequently stated at cost less accumulated depreciation and any accumulated impairment losses.

 

Depreciation is calculated using the straight-line method to allocate the depreciable amounts over their estimated useful lives on the following basis:

 

Computers and books	3 - 5 years
Furniture and fittings	3 - 7 years
Motor vehicles	5 - 6 years
Leasehold improvements	3 - 5 years

 

No depreciation is charged on construction−in−progress as they are not yet ready for their intended use as at the end of the reporting period.

 

The carrying values of plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable.

 

The estimated useful lives, residual values and depreciation methods are reviewed, and adjusted as appropriate, at the end of each financial period.

 

An item of plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal.

 

The gain or loss arising on disposal or retirement of an item of plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.

 

2.11    Intangible assets

 

Goodwill

 

Goodwill arising on the acquisition of a subsidiary or business represents the excess of the consideration transferred, the amount of any non−controlling interests in the acquiree and the acquisition date fair value of any previously held equity interest in the acquiree over the acquisition date fair value of the identifiable assets, liabilities and contingent liabilities of the subsidiary recognised at the date of acquisition.

 

Goodwill on subsidiary is recognised separately as intangible assets. Goodwill is initially recognised at cost and subsequently measured at cost less any accumulated impairment losses.

 

For the purpose of impairment testing, goodwill is allocated to each of the Group's cash−generating units expected to benefit from the synergies of the combination. Cash−generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash−generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro−rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.

 

On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of the gain or loss on disposal.

 

Intangible assets acquired in a business combination

 

Intangible assets acquired in a business combination are identified and recognised separately from goodwill if the assets and their fair values can be measured reliably. The cost of such intangible assets is their fair value as at the acquisition date.

 

Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortisation and any accumulated impairment losses, on the same basis as intangible assets acquired separately.

 

Intangible assets with finite useful lives are amortised over the estimated useful lives and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method are reviewed at least at each financial period−end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets with finite useful lives is recognised in profit or loss.

 

An item of intangible asset is derecognised upon disposal or when no future economic benefits are expected from its use of disposal. Any gain or loss on derecognition of the asset is included in profit or loss in the financial period the asset is derecognised.

 

Area development and centre fees

 

Area development fees are paid for the exclusive franchising rights to develop and operate in both Vietnam and Myanmar for the (i) English language schools for adults under the brand "Wall Street English", (ii) English language schools for children under the brand "Kids&Us", and (iii) coding schools under the, "Logiscool" brand.

 

Centre fees are paid for the opening of new "Wall Street English" and "Kids&Us" schools in Vietnam and Myanmar. The area development and centre fees are capitalised and amortised up to 10 years according to the terms of the franchise agreements.

 

Set−up fee and brand licensing fee

 

A set−up fee was paid for the exclusive rights to develop and operate the "Auston" college in Myanmar. A brand licensing fee was paid for the exclusive perpetual, irrecoverable, non−transferrable rights of use of the licensed intellectual property and trademark for the operations of Auston Myanmar. The set−up fee is capitalised and amortised over the period of 10 years from the date operation commenced.

 

Computer software licence

 

Acquired computer software licences are initially capitalised at cost which includes the purchase price (net of any discounts and rebates) and other directly attributable costs of preparing the software for its intended use. Direct expenditures which enhance or extend the performance of computer software beyond its specifications and which can be reliably measured is added to the original cost of the software. Costs associated with maintaining computer software are recognised as an expense as incurred.

 

Computer software licences are subsequently carried at cost less accumulated amortisation and accumulated impairment losses. These costs are amortised to profit or loss using the straight−line method over their estimated useful lives of 3 years.

 

Customer−related assets

 

Customer−related assets comprise customer contracts and customer relationship arising from business combinations and are initially measured at fair value as at the date of acquisition. These assets are capitalised at fair value as at acquisition date and subsequently measured at cost less any accumulated amortisation and any accumulated losses.

 

Amortisation is recognised in profit or loss on a straight−line basis over their estimated useful lives of 3 years.

 

2.12    Impairment of non−financial assets excluding goodwill

 

At the end of each financial period, the Group reviews the carrying amounts of its non−financial assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash−generating unit to which the asset belongs.

 

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.

 

The recoverable amount of an asset or cash−generating unit ("CGU") is the higher of its fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows 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.

 

If the recoverable amount of an asset (or cash−generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash−generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.

 

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash−generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash−generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.

 

2.13    Financial instruments

 

The Group recognises a financial asset or a financial liability in its statement of financial position when, and only when, the Group becomes party to the contractual provisions of the instrument.

 

Financial assets

 

The Group classifies its financial assets into one of the categories below, depending on the Group's business model for managing the financial assets as well as the contractual terms of the cash flows of the financial asset. The Group shall reclassify its affected financial assets when and only when the Group changes its business model for managing these financial assets. The Group's accounting policy for each category detailed below:

 

Amortised cost

 

These assets arise principally from the provision of goods and services to customers (e.g. trade receivables), but also incorporate other types of financial assets where the objective is to hold these assets in order to collect contractual cash flows and the contractual cash flows are solely payments of principal and interest. They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method less provision for impairment. Interest income from these financial assets is included in interest income using the effective interest rate method.

 

Impairment provisions for trade receivables are recognised based on the simplified approach within IFRS 9 using the lifetime expected credit losses. During this process, the probability of the non−payment of the trade receivables is assessed. This probability is then multiplied by the amount of the expected loss arising from default to determine the lifetime expected credit loss for the trade receivables. For trade receivables, which are reported net, such provisions are recorded in a separate provision account with the loss being recognised in the consolidated statement of comprehensive income. On confirmation that the trade receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision.

 

Impairment provisions for other receivables are recognised based on a forward−looking expected credit loss. The methodology used to determine the amount of the provision is based on whether at each reporting date, there has been a significant increase in credit risk since initial recognition of the financial asset. For those where the credit risk has not increased significantly since initial recognition of the financial asset, twelve month expected credit losses along with gross interest income are recognised. For those that are determined to be credit impaired, lifetime expected credit losses along with interest income on a net basis are recognised.

 

The Group's financial assets measured at amortised cost comprise trade and other receivables (excluding prepayments and sales tax) and cash and cash equivalents in the consolidated statement of financial position.

 

Equity instruments at fair value through other comprehensive income ("FVOCI")

 

The Group has strategic investments in the equity securities of listed and unlisted entities which are not accounted for as a subsidiary, associate or jointly controlled entity. For those equity instruments, the Group has made an irrevocable election to classify the investment at fair value through other comprehensive income rather than through profit or loss as the Group considers this measurement to be the most representative of the business model for these assets. They are carried at fair value with changes in fair value recognised in other comprehensive income and accumulated in the fair value through other comprehensive income reserve. Upon disposal, any balance within fair value through other comprehensive income reserve is reclassified directly to retained earnings and is not reclassified to profit or loss.

 

Dividends are recognised in profit or loss, unless the dividend clearly represents a recovery of part of the cost of the investment, in which case the full or partial amount of the dividend is recorded against the associated investment carrying amount.

 

Purchases and sales of financial assets measured at fair value through other comprehensive income are recognised on settlement date with any change in fair value between trade date and settlement date being recognised in the fair value through other comprehensive income reserve.

 

Derecognition of financial assets

 

The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity.

 

Financial liabilities and equity instruments

 

Classification as debt or equity

 

Financial liabilities and equity instruments issued by the Group are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument.

 

Equity instruments

 

An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs. The Company classifies ordinary shares as equity instruments.

 

Financial liabilities

 

The Group classifies all financial liabilities as subsequently measured at amortised cost.

 

Trade and other payables

 

Trade and other payables, excluding sales taxes, are initially measured at fair value, net of transaction costs, and are subsequently measured at amortised cost, where applicable, using the effective interest method.

 

Loans from a shareholder

 

Interest−bearing loans from a shareholder are initially measured at fair value, net of transaction costs and are subsequently measured at amortised cost, using the effective interest method.

 

Convertible notes

 

The test on the classification of convertible notes as equity or as liability is based on the substance of the contractual arrangement. If there is no unavoidable obligation on the Group to pay cash to the holders or to settle the convertible notes with a variable number of the Company's ordinary shares, they are classified as equity. In all other cases, the instrument is accounted for as a liability. Upon issuance, the convertible notes are measured at the transaction price including qualifying issuance costs. Convertible notes accounted for as equity instruments are subsequently not remeasured. Upon settlement of equity classified convertible notes by issuance of ordinary shares upon conversion or by early redemption at the option of the Company, all amounts are also directly recognised in equity.

 

The convertible notes issued by the Company are convertible at maturity only into a fixed number of ordinary shares of the Company. The holders have no right to demand repayment of the convertible notes from the Company.

 

The net proceeds of the convertible notes issued (including any directly attributable transaction costs) are classified entirely as an equity component.

 

If the convertible notes are redeemed before its maturity date, the difference between any redemption consideration and the carrying amounts of the convertible notes are directly recognised in equity at the date of transaction.

 

Derecognition of financial liabilities

 

The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled or they expire. The differences between the carrying amount and the consideration paid is recognised in profit or loss.

 

2.14    Cash and cash equivalents

 

Cash and cash equivalents in the statement of financial position comprise of cash on hand, cash at bank and demand deposits which are readily convertible to known amounts of cash, with a term of less than 3 months, and are subject to insignificant risk of changes in value. For the purposes of the consolidated statement of cash flows, cash and cash equivalents excludes any pledged deposits.

 

2.15    Inventories

 

Inventories mainly comprise merchandise and consumables, and are stated at the lower of cost and net realisable value. Costs comprise direct materials and other directly attributable costs that have been incurred in bringing the inventories to their present location and condition. Cost is calculated using the first−in first−out ("FIFO") 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.

 

2.16    Leases

 

As lessee

 

All leases are accounted for by recognising a right−of−use asset and a lease liability except for:

 

·          leases of low value assets; and

 

·          leases with a duration of twelve months or less.

 

The payments for leases of low value assets and short−term leases are recognised as an expense on a straight−line basis over the lease term.

 

Initial measurement

 

Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the Group's incremental borrowing rate on commencement of the lease is used.

 

Variable lease payments are only included in the measurement of the lease liability if it is depending on an index or rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other variable lease payments are expensed in the period to which they relate.

 

On initial recognition, the carrying amount of lease liabilities also includes:

 

·      amounts expected to be payable under any residual value guarantee;

 

·          the exercise price of any purchase option granted in favour of the Group if it is reasonably certain to assess that option; and

 

·          any penalties payables for terminating the lease, if the term of the lease has been estimated on the basis of termination option being exercised.

 

Right−of−use assets are initially measured at the amount of lease liabilities, reduced by any lease incentives received and increased for:

 

·          lease payments made at or before commencement of the lease;

 

·          initial direct costs incurred; and

 

·          the amount of any provision recognised where the Group is contractually required to dismantle, remove or restore the leased asset.

 

The Group presents the right−of−use assets and lease liabilities separately from other assets and other liabilities in the consolidated statement of financial position.

 

Subsequent measurement

 

Right−of−use assets are subsequently measured at cost less any accumulated amortisation, any accumulated impairment loss and, if applicable, adjusted for any remeasurement of the lease liabilities. The right−of−use assets under cost model are amortised on a straight−line basis over the shorter of either the remaining lease term or the remaining useful life of the right−of−use assets using the straight−line method, on the following bases:

 

	Years
International school building	10
Office premises and education campuses	1 - 10
Motor vehicles	2.5 - 3

 

If the lease transfers ownership of the underlying asset by the end of the lease term or if the cost of the right−of−use asset reflects that the Group will exercise the purchase option, the right−of−use assets are depreciated over the useful life of the underlying asset.

 

The carrying amount of right−of−use assets are reviewed for impairment when events or changes in circumstances indicate that the right−of−use asset may be impaired. The accounting policy on impairment is as described in Note 2.12 to the financial statements.

 

Subsequent to initial measurement, lease liabilities are adjusted to reflect interest charged at a constant periodic rate over the remaining lease liabilities, lease payment made and if applicable, account for any remeasurement due to reassessment or lease modifications.

 

After the commencement date, interest on the lease liabilities and variable lease payments not included in the measurement of the lease liabilities are recognised in profit or loss, unless the costs are eligible for capitalisation in accordance with other applicable standards.

 

When the Group revises its estimate of any lease term (i.e., probability of extension or termination option being exercised), it adjusts the carrying amount of the lease liability to reflect the payments over the revised term. The carrying amount of lease liabilities is similarly revised when the variable element of the future lease payment dependent on a rate or index is revised. In both cases, an equivalent adjustment is made to the carrying amount of the right−of−use assets. If the carrying amount of the right−of−use assets is reduced to zero and there is a further reduction in the measurement of lease liabilities, the remaining amount of the remeasurement is recognised directly in profit or loss.

 

When the Group renegotiates the contractual terms of a lease with the lessor, the accounting treatment depends on the nature of the modification:

 

·          If the renegotiation results in one or more additional assets being leased for an amount commensurate with the standalone price for the additional right−of−use obtained, the modification is accounted for as a separate lease in accordance with the above policy;

 

·          In all other cases where the renegotiation increases the scope of the lease (i.e., extension to the lease term, or one or more additional assets being leased), the lease liability is remeasured using the discount rate applicable on the modification date, with the right−of−use asset being adjusted by the same amount;

 

·          If the renegotiation results in a decrease in scope of the lease, both the carrying amount of the lease liability and right−of−use asset are reduced by the same proportion to reflect the partial or full termination of the lease with any difference being recognised in profit or loss. The lease liability is then further adjusted to ensure its carrying amount reflects the amount of the renegotiated payments over the renegotiated term, with the modified lease payments discounted at the rate applicable on the modification date. The right−of−use asset is adjusted by the same amount.

 

For lease contracts that convey a right to use an identified asset and require services to be provided by the lessor, the Group has elected to allocate any amount of contractual payments to, and account separately for, any services provided by the lessor as part of the contract.

 

In financial year ended 30 September 2021, the Group had early adopted and applied the practical expedient introduced by the amendments to IFRS 16 (issued in May 2020), extending the practical expedient in order to permit lessees to apply it to rent concessions for which reductions in lease payments affect payments originally due on or before 30 June 2022. In the previous financial year, additional rent concessions that satisfied the criteria were accounted by remeasuring the lease liability to reflect the revised consideration using the original discount rate and the effect of change in the lease liability is reflected in profit or loss in the period in which the event or condition that triggers the rent concession occurs.

 

Rent concessions beyond 30 June 2022 are not eligible for the application of the practical expedient are accounted as lease modifications. The effect of applying the practical expedient is disclosed in Note 12 to the financial statements expedient.

 

2.17    Provisions

 

Provisions are recognised when the Group has a present legal or constructive obligation as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the financial period, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

 

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably. The increase in the provision due to the passage of time is recognised in the statement of comprehensive income as finance expense.

 

Changes in the estimated timing or amount of the expenditure or discount rate are recognised in profit or loss when the changes arise.

 

2.18    Segment reporting

 

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision−maker. The chief operating decision−maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Group Chief Executive Officer.

 

3.        Critical accounting judgements and key sources of estimation uncertainty

 

In the application of the Group's accounting policies, which are described in Note 2 to the financial statements, management made judgements, estimates and assumptions about the carrying amounts of assets and liabilities that were not readily apparent from other sources. The estimates and associated assumptions were based on historical experience and other factors that were considered to be reasonable under the circumstances. Actual results may differ from these estimates.

 

These estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

 

3.1      Critical judgements made in applying the entity's accounting policies

 

The following are the critical judgements, apart from those involving estimations (see below) that management has made in the process of applying the Group's accounting policies and which have a significant effect on the amounts recognised in the financial statements.

 

Determine the lease term

 

The Group leases schools, offices and motor vehicles. Included in these lease arrangements, there are extension and termination options held and exercisable only by the Group. In determining the lease term, management considers the likelihood of either to exercise the extension option, or not to exercise the termination option. Management considers all facts and circumstances that create an economic incentive to extend and economic penalty or costs relating to the termination of lease.

 

The assessment on lease terms are reviewed at the end of each reporting date if there is a significant change in the Group's intentions, business plan or other circumstances unforeseen since it was first estimated.

 

3.2      Key sources of estimation uncertainty

 

The key assumptions concerning the future and other key sources of estimation uncertainty at the end of the financial period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below.

 

i)         Loss allowance for trade and other receivables

 

The Group uses the simplified approach to calculate expected credit losses ("ECLs") for trade receivables. The provision rates are based on various customers' historical observed default rates.

 

The Group will consider and evaluate the historical credit loss experience with forward−looking information. For instance, if forecast economic conditions are expected to deteriorate over the next year which can lead to an increased number of defaults in the customers, the historical default rates are adjusted. At the end of each financial year, the historical observed default rates are updated and changes in the forward−looking estimates are analysed.

 

The assessment of the correlation between historical observed default rates, forecast economic conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and of forecast economic conditions. The Group's historical credit loss experience and forecast of economic conditions may also not be representative of customer's actual default in the future.

 

Other than trade receivables, the Group assesses the credit risk of other receivables at each financial year on an individual basis, to determine whether or not there have been significant increases in credit risk since the initial recognition of these assets. To determine whether there is a significant increase in credit risks, the Group considers factors such as whether the debtors are facing significant financial difficulties, any default or significant delay in payments. Where there is a significant increase in credit risk, the Group determines the lifetime expected credit loss by considering the loss given default, the probability of default and exposure at default assigned to each counterparty. These financial assets are written off either partially or in full when there is no realistic prospect of recovery. This is generally the case when the Group determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amount subject to the write−offs.

 

The carrying amounts of the trade and other receivables as at the end of the financial date are disclosed in the Note 16 to the financial statements.

 

ii)         Impairment of goodwill

 

The management determines whether goodwill is impaired at least on an annual basis and as and when there is an indication that goodwill may be impaired. This requires an estimation of the value−in−use of the cash−generating units to which the goodwill is allocated. Estimating the value−in−use requires the Group to make an estimate of the expected future cash flows from the cash−generating unit and also to choose a suitable growth rate and discount rate in order to calculate the present value of those cash flows.

 

The Group's carrying amount of intangible assets as at 30 September 2023 and details of the impairment assessment and key assumptions used were disclosed in Note 11 to the financial statements.

 

iii)       Impairment of non-financial assets (including plant and equipment, intangible assets excluding goodwill and right−of−use assets ("ROU"))

The Group carries out impairment assessment for non-financial assets when there is indication of an impairment. Other intangible assets are assessed for indicators of impairment at the end of the financial year. In carrying out the impairment assessment, management has identified the cash−generating units ("CGUs") to which the non-financial assets belong and determined the recoverable amounts of the CGUs by estimating the expected discounted future cash flows over the remaining useful lives of the non-financial assets.  Estimating the recoverable amounts requires the Group to determine a suitable sales growth rate, discount rate and to make an estimate of the expected future cash flows from the cash−generating unit in order to calculate the present value of those cash flows.

 

The carrying amounts of plant and equipment, intangible assets and right−of−use assets as at 30 September 2023 are as disclosed in Note 10, Note 11 and Note 12, respectively to the financial statements.

iv)       Measurement of lease liabilities

Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term. The Group has determined the discount rates with reference to the respective lessee's incremental borrowing rates when the rate inherent in the lease is not readily determinable. The Group obtains the relevant market interest rates after considering the applicable currency of the lease payments and the geographical location where the lessee operates as well as the term of the lease. Management considers its own credit spread information from its recent borrowings, industry data available as well as any security available in order to adjust the market interest rate obtained from similar economic environment, term and value of the lease.

 

The incremental borrowing rate applied to lease liabilities as at 30 September 2023 ranges from 8% to 10% (2022: 8% to 10%). The carrying amount of lease liabilities as at 30 September 2023 is as disclosed in Note 12 to the financial statements.

 

If the incremental borrowing rate had been 1% (2022: 1%) higher or lower than management's estimates, the Group's lease liabilities would have been lower or higher by approximately $121,000 (2022: $172,000).