13 May 2025

 

ASEANA PROPERTIES LIMITED
("Aseana" or the "Company")

 

Full Year Results for the year ended 31 December 2024

 

Further to the announcement released by the Company on 30 April 2025, Aseana (LSE: ASPL), a property developer in Malaysia listed on the main market of the London Stock Exchange, today announces the publication of its full year results for the year ended 31 December 2024 ("FY24 Accounts").

 

The FY24 Accounts will shortly be available on the Company's website at www.aseanapropertieslimited.com. A copy of the FY24 Accounts will shortly be submitted to the National Storage Mechanism where it will be available for public inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

Following publication of the FY24 Accounts the Company will be requesting a restoration of the listing of the Ordinary Shares. In the meantime, the Company's Ordinary Shares remain suspended from the Official List Equity Shares (transition) category of the Financial Conduct Authority ("FCA") pending further notice.

 

 

Enquiries:  

 

Aseana Properties Limited
Leong Kheng Cheong Lim Tian Huat Thong Kok Cheong	[email protected]  [email protected]   [email protected]
Allenby Capital Limited (Financial Adviser)	+44 (0) 20 3328 5656
Nick Naylor / Nick Athanas / Ashur Joseph

 

CHAIRMAN'S STATEMENT

 

INTRODUCTION

I am pleased to report on the results of Aseana Properties Limited ("Aseana" or the "Company") and its subsidiaries (together with referred to as the "Group") for the financial year ended 31 December 2024 ("FY2024").

COMMENTARY ON THE YEAR

In January 2024, the Company reached a settlement with Ireka Corporation Berhad ("ICB"), the parent company of our former Development Manager, under which their debts to the Company were settled via a buyback of 38.8 million Aseana shares held by ICB together with its 30% stake in both Urban DNA Sdn Bhd and The RuMa Hotel Sdn Bhd, both of which relate to The RuMa Hotel and Residences in Kuala Lumpur. The repurchased shares were cancelled, resulting, at the time, in an increase in Net Asset Value ("NAV") per share for the remaining shares in the Company.

In March 2024, the Group entered into three short-term loan agreements for an aggregate amount of US$1.0 million (the "Directors' Loan"). The lenders included Ms Helen Wong Siu Ming, Ms Jenny Lee Gyn Li (spouse of a former Director of Aseana, Mr Thomas Holland) and RSMC Investment Inc. (collectively, the "Lenders"). The Directors' Loan was secured against 30 units of The RuMa Hotel suites (the "Charged Hotel Suites"), valued at US$6.6 million and owned by Urban DNA Sdn Bhd, an indirect subsidiary of the Company.

On 23 September 2024, the Group received letter of demand from the Lenders' solicitor, rendering the full principal and interest amounts under the Directors' Loan immediately due and payable. Subsequently, on 29 November 2024, a second legal letter was received alleging default in repayment and notifying that the Lenders would apply for an order to foreclose the Charged Hotel Suites. In response, the Group initiated legal proceedings in December 2024 against the Lenders, inter-alia, restraining the Lenders from commencing any foreclosure proceedings in respect of the Charged Hotel Suites. Further information on the said legal proceedings are covered in the Litigation section below and in the announcements previously announced by the Company on 27 December 2024 and 26 March 2025.

Meanwhile, the Medium Term Notes (the "MTN") issued by an indirect subsidiary of the Company, Silver Sparrow Bhd ("SSB") (collectively, the "SSB MTN") were due and defaulted on 8 December 2023. OCBC Bank (Malaysia) Bhd, Malayan Banking Bhd and Bank Pembangunan Malaysia Bhd (collectively, the "Guarantor Banks") paid a total of RM61.0 million (c.US$13.5 million) to Maybank Investment Bank Bhd ("MIBB" acting as the Facility Agent of the SSB MTN holders), consequently such monies were due and payable by SSB to the Guarantor Banks.

On 5 November 2024, pursuant to Debentures from SSB and ICSD Ventures Sdn Bhd ("ICSD") in favour of MIBB, a fixed and floating charge was created over the present and future assets and properties of both SSB and ICSD, KPMG Corporate Restructuring PLT was appointed as Receivers and Managers (the "R&M") over ICSD.

STRATEGIC PRIORITIES

The Group is clearly in a financially distressed situation, as has progressively been unveiled by the Company post departure of the Previous Management Team (as defined in the Corporate Strategy Section).

The business priorities of the Group are therefore preserving its limited cash balances, safeguarding ownership of the remaining assets to prevent destruction of value from distressed force sale activities and critically raising funds and bank refinancing to elevate the Group from its current financial distress position. Asset divestment remains a strategic option to the Board, but in a measured manner so as not to compromise shareholder value.

PERFORMANCE REVIEW

During FY2024, the Group recorded a net loss before taxation of US$5.5 million, compared to a net loss before taxation of US$10.7 million for the previous financial year ended 31 December 2023 ("FY2023"). The net loss attributable to equity holders was US$9.9 million for FY2024 (FY2023: net loss of US$8.7 million), and the loss per share as at 31 December 2024 was US cents 5.74 (31 December 2023: loss per share of US cents 4.39).

Our NAV per share as at 31 December 2024 fell to US$0.24 (31 December 2023: US$0.32).

Our net cash inflow for FY2024 was US$3.2 million (FY2023: net cash outflow of US$3.0 million) driven predominantly by an increase in net cash inflow from operating activities of US$5.1 million (FY2023: net cash outflow of US$5.5 million) offset by a cash outflow from investing and financing activities of US$3.3 million (FY2023: US$0.7 million) and foreign exchange effects of US$1.4 million (FY2023: US$ 3.2 million).

SANDAKAN ASSET DIVESTMENT UPDATE

On 30 June 2023, ICSD entered into a binding conditional agreement (the "Sandakan Transaction") to sell the Sandakan Hotel asset and the Harbour Mall Sandakan (together, the "Sandakan Assets"). Although the Sandakan Transaction was expected to be completed by 30 September 2023 upon certain conditions being met, it did not complete due to technical issues.

On 6 April 2024, a Supplemental Sale and Purchase Agreement was signed with the purchaser, primarily to extend the completion date in an effort to finalise the Sandakan Transaction.

On 26 July 2024, the Company announced that the completion of the Sandakan Transaction had been further delayed by the purchaser. The Sandakan Transaction was ultimately terminated as announced on 9 October 2024.

NON-GOING CONCERN STATUS OF THE COMPAN

The Company has been winding up its assets since May 2015. The Sandakan Transaction has, as announced on 9 October 2024 terminated. The SSB MTN which financed the Sandakan Assets has been in default since the capital was not repaid on the final repayment date of 8 December 2023. Consequently, on 5 November 2024, the R&M was appointed to ICSD.

Additionally, the Directors' Loan, raised by the Company in March 2024 was alleged to be in default on 29 November 2024, and the Lenders indicated their intention to apply for an order to foreclose, and force sell the Charged Hotel Suites.

Both the outstanding SSB MTN (RM61.0 million or c.US$13.5 million) and the Directors' Loan (US$1.0 million) were due and payable immediately. The Group was far from having sufficient cash to meet the repayment demands, as such, the financial situation as at end of 2024 was more severe than that of 2023.

Effective 16 December 2024, Mr Lim Tian Huat assumed the role of Independent Non-Executive Chairman and Dato' Dr Thong Kok Cheong was appointed as a Non-Executive Director of the Company while Mr Leong Kheng Cheong assumed the role, on the Board of the Company, of Chief Executive Director with effect from 10 February 2025 (together referred to as the "New Board"). The New Board have made relentless efforts to steer the Company and the Group in the right direction during this critical period and in the future.

In January 2025, Mr Leong Kheng Cheong was appointed as Chief Executive Officer ("CEO") to assist the New Board in, inter alia, executing fundraising exercises, i.e. share subscription by the strategic investor, Neuchatel Investment Holdings Limited ("Neuchatel"), and the disposal of treasury share in February 2025 and March 2025 respectively. These initiatives collectively raised approximately US$6.5 million for the Company. The proceeds have been used to partially repay the outstanding debts owed by ICSD, reducing the outstanding SSB MTN (principal) to RM37.0 million (c.US$8.2 million).

With the participation of Neuchatel, which brings the Group additional resources (e.g. business networks, banking relationships and financial advice) and working alongside the CEO and the operating teams of The RuMa Hotel and Residences and Harbour Mall Sandakan, the Group is now gaining momentum to execute plans to refinance the existing loans, re-open the Sandakan Hotel and further improving the operating performance of The RuMa Hotel and Residences. These efforts are expected to significantly restructure the Group's debt profile and enhance its underlying profitability and cash flow position. The Board is seeing promising early progress and confident that the Group's financial health will be resuscitated and emerge stronger.

Despite all the positive actions outlined and planned above (some of which have been completed, e.g. fundraising via shares allotment, treasury share sale, partial repayment of outstanding loans and extension of facilities and loan maturity dates), as at the date of approval of the 2024 annual financial report, a formal credit-approved Letter of Offer on new bank loan facilities has yet to be received. Consequently, MIBB has not removed the R&M from ICSD, and in fact, MIBB strictly maintains that the R&M will only be discharged once the defaulted debt (though now reduced) is fully repaid. Thus, the projected state of financial position is considered subject to uncertainty. Accordingly, the preparation of the 2024 financial statements have not been reverted to a going concern basis.

DIS-CONTINUATION VOTE IN MAY 2025

The Company is required to hold another dis-continuation vote by the end of May 2025 so that shareholders can vote on the future direction of the Company. The Directors therefore intend to hold a discontinuation vote at general meeting to be convened to be convened by 30 May 2025.

ACKNOWLEDGMENTS

I would like to extend my sincere thanks to my colleagues on the Company's Board, the staff operating at the Group level and the teams working across each of our properties for their tireless efforts on behalf of the Group and its shareholders.  I also wish to acknowledge our external advisors and service providers, whose continued support and expertise have been invaluable to the Company.

LIM TIAN HUAT

Chairman

12 May 2025

PROPERTY PORTFOLIO AS AT 31 DECEMBER 2024

 

Project	Type	Effective Ownership	Approximate Gross  Floor Area (sq m)	Approximate Land Area (sq m)
Completed projects
The RuMa Hotel and Residences Kuala Lumpur, Malaysia	Luxury residential tower and bespoke hotel	100.0%	40,000	4,000
Sandakan Harbour Square Sandakan, Sabah, Malaysia	Hotel and retail mall	100.0%	126,000	48,000
Undeveloped projects
Kota Kinabalu Seafront resort & residences	Land parcel approved for development of: (i) Boutique resort hotel and resort villas (ii) Resort homes	80.0%	n/a	172,900

 

PERFORMANCE SUMMARY

 

	Year ended 31 December 2024	Year ended 31 December 2023
Total Returns since listing
Ordinary share price	-90.75%	-91.50%
FTSE All-share index	34.21%	27.02%
FTSE 350 Real Estate Index	-38.83%	-54.13%
One Year Returns
Ordinary share price	8.82%	-39.29%
FTSE All-share index	5.57%	3.85%
FTSE 350 Real Estate Index	-13.51%	7.85%
Capital Values
Total assets less current liabilities (US$ million)	77.13	98.13
Net asset value per share (US$)	0.24	0.32
Ordinary share price (US$)	0.09	0.085
FTSE 350 Real Estate Index	372.14	430.26
Debt-to-equity ratio
Debt-to-equity ratio 1	67%	54%
Net debt-to-equity ratio 2	50%	47%
Loss Per Share
Loss per ordinary share  - basic (US cents)	(5.74)	(4.39)
- diluted (US cents)	(5.74)	(4.39)

Notes:

¹ Debt-to-equity ratio = (Total Borrowings ÷ Total Equity) x 100%

² Net debt-to-equity ratio = (Total Borrowings less Cash and Cash Equivalents ÷ Total Equity) x 100%

FINANCIAL REVIEW

 

INTRODUCTION

The Group recorded a net loss before taxation of US$5.5 million for the financial year ended 31 December 2024 ("FY2024"), compared to a net loss before taxation of US$10.7 million for the financial year ended 31 December 2023 ("FY2023"). The improvement was primarily due to foreign exchange gains and revenue contributions from The RuMa Hotel and Residences and the Harbour Mall Sandakan.

 

STATEMENT OF COMPREHENSIVE INCOME

The Group recognised revenue of US$2.9 million in FY2024 (FY2023: US$1.2 million). Revenue of US$35.7 million has been deferred until control of sold units in the leaseback program is transferred to the respective buyers.

The Group recorded a net loss before taxation of US$5.5 million in FY2024 (FY2023: US$10.7 million).  Net loss attributable to equity holders of the parent company was US$9.9 million in FY2024 (FY2023: loss of US$8.7 million), largely attributable to the write-off of deferred tax assets and the recognition of agency fees relating to the sale of The RuMa Residence units. 

 

The Group recorded a consolidated comprehensive loss of US$11.9 million in FY2024 (FY2023: US$11.2 million), which included a foreign exchange loss of US$2.0 million (FY2023: US$0.8 million).

Basic and diluted loss per share were both US cents 5.74 in FY2024 (FY2023: US cents 4.39).

STATEMENT OF FINANCIAL POSITION

Total assets as at 31 December 2024 were US$129.8 million (31 December 2023: US$137.4 million), representing a decrease of US$7.6 million, primarily due to the write-off of deferred tax assets and an impairment of long outstanding receivables.

Total liabilities as at 31 December 2024 were US$88.1 million (31 December 2023: US$80.9 million), representing an increase of US$7.2 million, mainly due to a US$10.6 million increase in trade and other payables.

The Group's Net Asset Value per share as at 31 December 2024 was US$0.24 (31 December 2023: US$0.32).

CASH FLOW AND FUNDING

Cash generated from operations before interest and tax payments was US$8.6 million (FY2023: net cash used of US$2.6 million).

 

Cash used in investing activities was US$0.03 million (FY2023: US$0.02 million).

 

Some of the Group's borrowings were repaid during the year. As at 31 December 2024, the Group's gross borrowings stood at US$28.1 million (31 December 2023: US$30.7 million). The net debt-to-equity ratio was 49.5% (31 December 2023: 46.9%).

Finance income for FY2024 was US$0.1 million (FY2023: US$1.9 million). Finance costs were US$3.7 million in FY2024 (FY023: US$2.9 million), mostly incurred by the Group's operating assets.

EVENTS AFTER STATEMENT OF FINANCIAL POSITION DATE

Fundraising by Issuance of New Ordinary Shares (the "Private Placement")

On 6 January 2025, the Company entered into a conditional subscription agreement (the "Subscription Agreement") with Neuchatel Investment Holdings Limited (the "Subscriber" or "Neuchatel") for the subscription of new ordinary shares of US$0.05 each in the Company (the "Subscription Shares"). Under the Subscription Agreement, the Subscriber, and any parties deemed to be acting in concert (as defined under the UK Takeover Code) with the Subscriber, agreed to subscribe for such number of Subscription Shares in the Company constituting up to 29.9% of the Company's issued share capital, as enlarged by the Subscription, at a subscription price of US$0.08 per Subscription Share (the "Subscription").

A circular in relation to the Private Placement was published on 21 January 2025 and a general meeting was held on 24 February 2025, at which shareholders approved the allotment of 68,190,000 ordinary shares at an issue price of US$0.08 each to the Subscriber.

The subscription amount of US$5.45 million was received on 27 February 2025 and predominantly all of such proceeds were applied to partially settle the outstanding Medium Term Notes (the "MTN") issued by the Company's indirect subsidiary, Silver Sparrow Bhd, on 4 March 2025.

Sale of Treasury Shares

On 17 March 2025, the Company entered into an agreement to raise approximately US$1.07 million (before expenses) by way of a private placement of 13,334,000 existing ordinary shares of US$0.05 each in the capital of the Company held in treasury by the Company (the "Treasury Shares") at a price of US$0.08 per share (the "Treasury Share Placement").

The Treasury Shares represented 5.52 per cent of the enlarged issued share capital of the Company after the Private Placement and following completion of the Treasury Share Placement, the Treasury Shares were no longer held in treasury by the Company.

The net proceeds of the Treasury Share Placement are being utilised to address the Group's ongoing financial challenges, particularly to repay outstanding bank facilities and forestall foreclosure actions initiated by the Receivers and Managers of ICSD, which owns the Sandakan Hotel asset and the Harbour Mall Sandakan and was placed into receivership on 5 November 2024.

The gross proceeds of US$1.07 million were received by the Company on 19 March 2025, and this is being utilised to facilitate the debt refinancing exercise and to also fund the associated transaction fees.   

Sale of The RuMa Residences Units

During FY2024, the Group completed the Sale and Purchase Agreements for seven (7) units at The RuMa Residences, generating a gross consideration of RM13.1 million (approximately US$2.9 million).

In addition, Sale and Purchase Agreements for the sale of sixteen (16) more units at The RuMa Residences would be completed by the end of June 2025, with a gross consideration of RM23.3 million (approximately US$5.3 million), which would be used towards redeeming the commercial paper and/or MTN.

Potensi Angkasa ("PASB") Commercial Paper and/or MTN (collectively the "PASB MTN")

18 tranches of the PASN MTN with principal amount of RM17.1 million (c.US$3.8 million), underpinned by security charges over The RuMa Residences which have their maturity dates falling due in February, March and April 2025 respectively, have successfully secured an 180-day maturity dates extension from the noteholders and trustee.

DIVIDEND

No dividend was declared or paid in the financial years 2024 and 2023.

PRINCIPAL RISKS AND UNCERTAINTIES

A review of the principal risks and uncertainties facing the Group is set out in the Directors' Report of the Annual Report.

TREASURY AND FINANCIAL RISK MANAGEMENT

The Group undertakes risk assessments and identifies the principal risks that affect its activities.  The responsibility for the management of each key risk has been clearly assigned and is overseen by the Board of Directors, who are closely involved in the day-to-day operation of the Group. 

A comprehensive discussion on the Group's financial risk management policies is included in the notes to the financial statements of the Annual Report.

 

LIM TIAN HUAT

Director

12 May 2025

CORPORATE SOCIAL RESPONSIBILITY ("CSR")

 

Aseana Properties Limited ("Aseana" or the "Company", and together with its subsidiaries, the "Group") is committed to creating a positive impact on both the environment and the communities in which it operates. The Company believes that being socially and environmentally responsible is not only the right course of action, but also essential to delivering long-term value for all stakeholders.

 

The Group's approach to corporate citizenship is guided by six core principles, which underpin its commitment to ethical governance, environmental stewardship, employee well-being and social contribution.

Managing Corporate Responsibility

The Board of Directors ("Board") oversees Aseana's CSR framework through established  corporate-level policies and standards. These mechanisms ensure that the Group operates responsibly, ethically and legally, while protecting and enhancing both its reputation and shareholder value. CSR is embedded within the Group's broader sustainability and risk management strategy.

 

Employees

Recognising the evolving challenges in today's economic landscape, Aseana is committed to fostering a supportive, inclusive and respectful workplace. The Board ensures that all employees are treated fairly and with dignity, as this not only enhances their well-being but also drives productivity, creativity and innovation.

 

Health and Safety

Occupational health and safety remain top priorities for Aseana. The Group strives to provide a safe and healthy working environment by prioritising the regular maintenance of plants, equipment and systems, and by ensuring that employees receive the necessary training and supervision to manage workplace risks safely and responsibly.

Stakeholders

Aseana values transparent, open and meaningful engagement with all its stakeholders, including clients, investors, partners and the wider public. The Company maintains stakeholder engagement through various channels such as events, roadshows, briefings, conference calls and the timely release of announcements and the publication of annual reports. Stakeholders can also access corporate updates and information via Aseana's website at www.aseanapropertieslimited.com.

 

Environmental Management

Aseana continues to adopt and promote environmentally responsible practices throughout its operations. A prime example of this commitment is The RuMa Hotel and Residences ("The RuMa"), the Group's flagship hospitality asset in Kuala Lumpur, which continues to set benchmarks in sustainable luxury.

 

In 2024, The RuMa reaffirmed its leadership in sustainable tourism by successfully completing its second-year surveillance audit under the Global Sustainable Tourism Council (GSTC) framework - an internationally recognised standard that assesses environmental, cultural and social sustainability. The RuMa remains the first hotel in Peninsular Malaysia to be awarded this prestigious certification.

 

Sustainable Operations and Innovation

Throughout 2024, The RuMa implemented a range of impactful environmental and social initiatives, including:

·    Replacing plastic water bottles in guest rooms and meeting areas with reusable glass bottles.

 

·    Upgrading to refillable, larger-sized bathroom amenities sourced from local suppliers to reduce packaging waste.

 

·    Converting guest room vanity lights to energy-efficient LEDs, contributing to a 10% reduction in electricity usage, lowering consumption to 86 kilowatt-hours per occupied room.

 

·    Installing dual-flush toilets and Twin Oxide water treatment systems, reducing water consumption to 1,179 litres per occupied room and enabling reuse in landscaping.

 

·    Launching composting of coffee grounds and reusing orange peels to reduce food waste.

 

·    Implementing the Winnow system, a smart technology solution for tracking and reducing food waste in the kitchen.

 

·    Replacing plastic straws with biodegradable alternatives and transitioning to biodegradable bedroom slippers.

 

In addition to these operational improvements, The RuMa maintains the following:

 

·    Car park that includes charging stations for hybrid and electric vehicles.

 

·    Contactless, ticketless parking system, enhancing convenience and reducing paper waste.

 

·    Continue to digitise internal paperwork and workflows to further reduce the property's environmental footprint.

 

Community Engagement

Aseana is deeply committed to giving back to the communities in which it operates. In 2024, The RuMa's team contributed a total of 467 volunteer hours, significantly exceeding the annual target of 300 hours and the notable initiatives included:

 

·    The Back-to-School CSR programme, which provided educational supplies and support to underprivileged children in collaboration with local orphanages.

 

·    A continued partnership with Kebun Kebun Bangsar, promoting urban farming, environmental awareness, and sustainable community practices.

 

Looking Forward

The year 2024 marked significant progress across Aseana's environmental, social, and governance agenda. The RuMa Hotel and Residences continues to serve as a model for sustainable hospitality in the region, demonstrating that luxury and environmental responsibility can coexist. As the Group moves forward, it remains dedicated to strengthening its CSR initiatives and ensuring that its business practices generate lasting, positive impact for people, the planet, and its stakeholders.

 

BOARD OF DIRECTORS

 

LIM TIAN HUAT

NON-EXECUTIVE INDEPENDENT CHAIRMAN

Lim Tian Huat was appointed as an independent non-executive director of the Company on 30 September 2024.  He established his own firm in 2010 after his retirement from Ernst & Young ("EY"). He was a partner in EY (2002 - 2009), in charge of Restructuring and Insolvency. Prior to that he was with Arthur Andersen (1979 - 2001), for the first 7 years in Assurance before focusing on Restructuring and Insolvency. He became a partner of Arthur Andersen in 1990, and led the Global Corporate Finance practice, including Restructuring and Insolvency.

Tian Huat has over 40 years' experience in assurance, corporate advisory, restructuring and insolvency. He was appointed by the Domestic Trade Minister to be a member of the Corporate Law Reform Committee ("CLRC") under the purview of the Companies Commission of Malaysia. CLRC's objective was to update and modernize Companies Act 1967 which resulted in Companies Act 2016. He was appointed as Commissioner to the United Nations Compensation Commission for a period of 5 years from 1998 to 2002. He co-authored a book entitled "The Law and Practice of Corporate Receivership in Malaysia and Singapore".

DATO' DR THONG KOK CHEONG

NON-EXECUTIVE DIRECTOR

Dato' Dr. Thong was appointed as a non-executive director on 09 July 2024. He has considerable experience in upstream business of exploration, production of oil and gas, and downstream oil business in refining, supply and trading. He was appointed Chief Corporate Planner for the Shell Group of Companies in Malaysia from 1991 to 1993. After that he left to start his own business in property development, manufacturing and trading. Dato' Dr. Thong was appointed to the Board of Directors of Jasa Megah Industries Berhad, and Insas Berhad in 1993. He retired from the two companies in 2000.

His current interests are in consultancy, property development and investment. Currently he is a director of Grand Battery Technologies Berhad. He graduated from the Imperial College of Science and Technology, University of London, with First Class Honors in Chemical Engineering in 1968, and obtained his PhD in 1971. He received the RH Gummer prize for 1969/70 for his research work in combustion and has published papers in the Proceedings of the Royal Society, UK, Institute of Chemical Engineering, UK and Journal of Physics, UK. He was also a founding member and former President of the Imperial College Alumni Malaysia. As at the end of 2024, Dato' Dr. Thong held a 7.5% shareholding interest in the Company.

LEONG KHENG CHEONG

DIRECTOR AND CHIEF EXECTIVE OFFICER

Leong Kheng Cheong (KC) was first appointed as the non-board Chief Executive Officer of the Company effective 1 January 2025, then followed by the appointment as a Director on 10 February 2025.  KC, a fellow member of the CPA Australia, brings with him over 28 years of finance and strategic leadership experience across diversified industries in FMCG & luxury retailing, commercial property development & management, automotive distribution and financial institutions across Hong Kong, Mainland China and Southeast Asia. He has held senior positions in reputable multinational corporations prior to the appointment, most recently the Finance Director, Group Planning & Reporting of the DFI Retail Group (a pan-Asian retail conglomerate of the Jardines Group) in Hong Kong, as well as the Financial Planning & Analysis Director of Tesco Property Limited (a subsidiary of Tesco Plc) in China.

DIRECTORS' REPORT

 

The Directors present their report together with the audited financial statements of Aseana Properties Limited (the "Company") and its subsidiaries (together with referred to as the "Group") for the year ended 31 December 2024.

Principal Activities

The principal activities of the Group were the development of upscale residential and hospitality projects in Malaysia.  The Group's immediate focus is to resolve the debt situation, particularly with the SSB MTN being in default. The Group is also focused on carrying out its divestment program for certain Malaysian assets, to repay its debts.

Business Review and Future Developments

The consolidated statement of comprehensive income for the year is set out on page 42.  A review of the development and performance of the business has been set out in the Chairman's Statement and the Financial Review reports.

Objectives and Strategy

When the Company was launched in 2007, the Board considered it desirable that Shareholders should have an opportunity to review the future of the Company at appropriate intervals.  The Company will hold another discontinuation vote at a general meeting in May 2025, meanwhile the Company's business priorities are therefore to preserve its limited cash balances, safeguard ownership of the remaining assets to prevent destruction of value from distressed force sale activities, continue to drive the sale of residences, and critically raise funds and bank refinancing to elevate the Group from its current financial distress position.

Asset divestment remains a strategic option to the Board, but in a measured manner for not compromising shareholders value.

Principal Risks and Uncertainties

The Group's business is property development in Malaysia. Thus, its principal risks are related solely to the property market in Malaysia. More detailed explanations of these risks and the way they are managed are contained under the heading of Financial Risk Management Objectives and Policies in Note 4.1 to the financial statements.

Other risks faced by the Group predominantly in Malaysia where all the key assets are held, include the following:

Economic	Inflation, economic recessions and movements in interest rates could affect property development activities.
Strategic	Incorrect strategy, including timing, could lead to poor returns for shareholders.
Regulatory	Breach of regulatory rules could lead to suspension of the Company's Stock Exchange listing and financial penalties.
Law and regulations	Changes in laws and regulations relating to planning, land use, development standards and ownership of land could have adverse effects on the business and returns for the shareholders.
Tax regimes	Changes in the tax regimes could affect the tax treatment of the Company and/or its subsidiaries in these jurisdictions.
Management and control	Changes that cause the management and control of the Company to be exercised in the United Kingdom could lead to the Company becoming liable to United Kingdom taxation on income and capital gains.
Operational	Failure of the Company's internal financial reporting system and disruption to the business, or to that of third party service providers, could lead to an inability to provide accurate reporting and monitoring leading to a loss of confidence from the shareholders.
Financial	Inadequate controls by the Company or third party service providers could lead to a misappropriation of assets.  Inappropriate accounting policies or failure to comply with accounting standards could lead to misreporting or breaches of regulations or a qualified audit report.
Liquidity	The absence of sufficient incoming cash flows from asset disposals or operating income may adversely impact the Group's ability to continue funding ongoing activities and liabilities as they fall due.
Refinancing	The Group has overdue Medium Term Notes, and its continued financial viability is dependent on either restructuring existing debt or securing alternative funding arrangements. In the current financial position, there is a heightened risk that the Group may not be able to refinance its obligations on acceptable terms, which could lead to further enforcement action or the disposal of assets at suboptimal valuations.
Human Resource	The uncertainty arising from the Group's non-going concern position and a key asset (Sandakan, held by ICSD Ventures Sdn Bhd) being placed in receivership has made it increasingly difficult to attract and retain experienced personnel. The inability to secure the right talent may hinder the Group's capacity to manage its operations effectively, support restructuring initiatives, or preserve asset value.

 

The Board seeks to mitigate and manage these risks through continual review, policy setting and enforcement of contractual rights and obligations.  It also regularly monitors the economic and investment environment in Malaysia, its only remaining market.  Details of the Group's internal controls are described on page 33.

LITIGATION

Settlement with Ireka Corporation Berhad ("ICB")

A claim was filed in the Malaysian Courts on 21 October 2022 by ASPL M9 Limited ("ASPL M9"), a subsidiary of the Company, against ICB in relation to the Joint Venture Agreement between ASPL M9, ICB and UDNA for the development and construction of The RuMa Hotel & Residences in Kuala Lumpur.

On 26 January 2024, the Company (including ASPL M9) reached a conditional settlement with ICB whereby ICB would transfer 38,837,504 shares in the Company including its 30% shareholdings in the two joint venture companies that own and operate The RuMa Hotel & Residences to the Company.  In exchange, the Company agreed to withdraw its claim against ICB.  The settlement shall constitute the full and final settlement of all claims and debts owed between the parties.

The settlement agreement was conditional upon both parties obtaining their respective approvals.  The Company held its EGM on 27 February 2024, in which the settlement was duly approved by the shareholders.  On 25 March 2024, ICB received its approval for the settlement from the Winding Up Court in Malaysia. On 2 April 2024, the Company announced that all conditions pursuant to the settlement agreement have been satisfied.

Details of the conditional settlement and the results of the EGM were announced by the Company on 29 January 2024, 27 February 2024 and 2 April 2024 respectively.

Claims Against Former Directors and their Associates

On 27 December 2024, the Company announced that it and its ultimate operating subsidiary, UDNA on 19 December 2024 filed a legal action at the Kuala Lumpur High Court in Malaysia (Commercial Division) against the following parties:

·    Helen Siu Ming Wong ("Helen Wong") (a former director of the Company and UDNA);

·    Nicholas John Paris (a former director of the Company);

·    Tan Hok Chye (a former director of the Company and UDNA);

·    Thomas Patrick Holland (a former director of the Company and UDNA);

·    Jenny Lee Gyn Li ("Jenny Li") (spouse of Thomas Patrick Holland); and

·    RSMC Investment Inc ("RSMC").

 

The legal action was initiated, among other reasons, for breaches of fiduciary duties by the former directors of the Company and UDNA, including, inter alia, the improper claiming of exorbitant fees from the Company and the over-securitisation in favour of Helen Wong, Jenny Lee, and RSMC in connection with a loan of USD1,000,000.00 granted in favour of the Company and secured against 30 properties in The RuMa Hotel and Residences ("Subject Properties") owned by UDNA, in breach of applicable laws.

On 26 March 2025, the Company announced that UDNA entered into a consent order on 17 March 2025 with Helen Wong, Jenny Lee and RSMC in respect of the Injunction Application to prevent Helen Wong, Jenny Lee and RSMC from enforcing the Charges over the Subject Properties.

Details of the legal action and the consent order were announced by the Company on 27 December 2024 and 26 March 2025 respectively.

 

Results and Dividends

The results for the year ended 31 December 2024 are set out in the attached financial statements.

No dividends were declared nor paid during the financial year under review.

Share Capital

No shares were issued in 2024.  Further details on share capital are stated in Note 23 to the financial statements.

Directors

The following were Directors of Aseana who held office throughout the financial year and up to the date of this report:

·    Lim Tian Huat - Chairman (appointed 30 September 2024)

·    Dato' Dr Thong Kok Cheong (appointed 9 July 2024)

·    Leong Kheng Cheong (appointed 10 February 2025)

·    Clare Muhiudeen (appointed 9 July 2024; resigned 7 December 2024)

·    Nicholas John Paris (resigned 30 September 2024)

·    Thomas Holland (not re-elected at the Company's AGM on 30 July 2024)

·    Helen Wong Siu Ming (not re-elected at the Company's AGM on 30 July 2024)

·    Robert Donald Minty (resigned 13 September 2024)

·    Hock Chye Tan (resigned 30 September 2024)

 

Directors' Interests

No director in office at the end of the financial year had any interest in shares in the Company during the financial year, save for Dato' Dr Thong Kok Cheong who owns 11,959,608 Ordinary shares.

Management

The routine operations of the Company are supervised by the Chairman and the Board.

Employees

The Company had no executive Directors during the year, and unable to recruit any professional managers and advisors post the departure of the team of four finance professionals end of September 2024. The subsidiaries of the Group had a total of 242 employees as at 31 December 2024, of which 22 and 220 were employed by (i) the Sandakan Hotel asset and Harbour Mall Sandakan, and (ii) The RuMa Hotel and Residences in Kuala Lumpur respectively.

Non-going concern

The Company will continue until May 2025 at which time another continuation vote will be held by shareholders. In connection with, or at the same time as, the proposal that the Company be wound up voluntarily the Board shall be entitled to make proposals for the reconstruction of the Company.  Until then, the Company will continue to preserve its limited cash balances, safeguard ownership of the remaining assets to prevent destruction of value from distressed force sale activities, continue to drive the sale of residences, and critically raise funds and bank refinancing to elevate the Group from its current financial distress position. Asset divestment remains a strategic option to the Board, but in a measured manner that does not compromise shareholders value.

As explained in Note 2.3 to the financial statements, it refers to the assessment made by the Directors including the recent fundraising exercises (events after statement of financial position date) in February and March 2025 and likelihood of the Group obtaining new bank refinancing facilities to fund its existing long-term assets. Nevertheless, as at the date of approval of the 2024 annual financial report a formal credit-approved Letter of Offer on the bank loan facilities has yet to be received. Thus, the projected state of financial position is considered subject to uncertainty. Accordingly, the preparation of the 2024 financial statements have not been reverted to a going concern basis.

Creditors Payment Policy

The Group's operating companies are responsible for agreeing on the terms and conditions under which business transactions with their suppliers are conducted.  It is the Group's policy that payments to suppliers are made in accordance with all relevant terms and conditions which is on average 30 days. Note however that the Company and Group has defaulted on certain borrowings, refer to section 2.3 Non-Going Concern section of the Financial Statement. 

Financial Instruments

The Group's principal financial instruments comprise cash balances, balances with related parties, other payables, receivables and loans and borrowings that arise in the normal course of business.  The Group's Financial Risk Management Objectives and Policies are set out in Note 4.1 to the financial statements.

Directors' Liabilities

Subject to the conditions set out in the Companies (Jersey) Law 1991 (as amended), the Company has arranged appropriate Directors' and Officers' liability insurance to indemnify the Directors against liability in respect of proceedings brought by third parties. Such provisions remain in force at the date of this report.

Statement of Directors' Responsibilities

The Directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.  Companies (Jersey) Law 1991 requires the Directors to prepare financial statements for each financial year.  Under that law the Directors are required to prepare the financial statements in accordance with International Financial Reporting Standards ("IFRSs") as adopted by European Union.

Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the assets, liabilities, financial position and of the profit or loss of the Group for that year.  In preparing these financial statements, the Directors are required to:

·    select suitable accounting policies and then apply them consistently;

·    make judgements and estimates that are reasonable, relevant and reliable;

·    ensure that the financial statements comply with IFRSs; and

·    prepare the financial statements on the going concern basis, unless it is inappropriate to presume that the Group and the Company will continue in business.

 

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Group and to enable them to ensure that the financial statements comply with the Companies (Jersey) Law 1991.  The Directors are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are also responsible for the maintenance and integrity of the Company's website on the internet.  However, information is accessible in many different countries where legislation governing the preparation and dissemination of financial statements may differ from that applicable in the United Kingdom and Jersey.

The Directors of the Company confirm that to the best of their knowledge that:

·    the financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group; and

·    the sections of this Report, including the Chairman's Statement, Director's Review, Financial Review and Principal Risks and Uncertainties, which constitute the management report include a fair review of the development and performance of the business and the position of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

 

Disclosure of Information to Auditor

So far as each person who was a Director at the date of approving this report is aware, there is no relevant audit information, being information needed by the auditor in connection with preparing its report, of which the auditor is unaware.  Having made enquiries of fellow Directors, each Director has taken all the steps that he is obliged to take as a Director in order to have made himself aware of any relevant audit information and to establish that the auditor is aware of that information.

Re-appointment of Auditor

The auditor, PKF Littlejohn LLP, has expressed their willingness to continue in office.  A resolution proposing their re-appointment will be tabled at the forthcoming Annual General Meeting.

Board Committees      

Information on the Audit Committee is included in the Corporate Governance section of the Annual Report on pages 28 to 34.

Annual General Meeting

The tabling of the 2024 Annual Report and Financial Statements to shareholders will be at an Annual General Meeting ("AGM") that is currently expected to be held by 30 May 2025.

On behalf of the Board

LIM TIAN HUAT

Non-Executive Independent Director

12 May 2025

 

REPORT OF DIRECTORS' REMUNERATION

 

Directors' Emoluments

 

The Company had no executive Directors at the end of FY2024, solely a few employees who are mainly focused on the divestment process.  The Independent Directors in the Board of Directors are responsible for setting the framework and reviewing compensation arrangements for all non-executive Directors before recommending the same to the Board for approval.  The Independent Directors assess the appropriateness of the emoluments on an annual basis by reference to comparable market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high calibre Board.

 

During the year, the Directors received the following emoluments in the form of fees from the Company:

 

Directors	Year ended 31 December 2024 (US$)	Year ended 31 December 2023 (US$)
Lim Tian Huat5 (Chairman of the Board)	12,000	-
Dato' Dr Thong Kok Cheong3	24,000	-
Clare Muhiudeen4	24,000	-
Nicholas John Paris6	24,000	59,000
Helen Wong Siu Ming2	43,033	77,000
Thomas Holland2	27,913	48,000
Hock Chye Tan6	25,173	39,867
Monica Lai Voon Huey1	-	19,912
Robert Donald Minty7	-	-

 

1	Monica Lai was not re-elected at the Company's 2023 Annual General Meeting on 30 May 2023.
2	Helen Wong and Thomas Holland were not re-elected at the Company's 2024 Annual General Meeting on 30 July 2024.
3 4 5	Dato' Dr Thong Kok Cheong was appointed on 9 July 2024. Clare Muhiudeen was appointed on 9 July 2024 and resigned 7 December 2024. Lim Tian Huat was appointed on 30 September 2024
6	Hock Chye Tan and Nicholas John Paris resigned on 30 September 2024.
7	Robert Donald Minty resigned on 13 September 2024.

 

ASSET DIVESTMENT EXPENSES

 

In 2022, the Previous Management Team of the Company approved a programme aimed at incentivising and retaining the Company's key personnel (predominantly Helen Wong, whom was the Divestment Director). This fee is calculated at 1.1% of the gross proceeds less any agent commissions, if any have been used, from sale of asset and is payable in cash once the Company receives the sale proceeds to those personnel who have been involved in that transaction. Such programme has since been cancelled after Helen Wong left the Company on 30 September 2024.

The New Board does not think such incentive programme is appropriate and in contravention to Section 22C of the Valuers, Appraisers and Estate Agents Act 1981 of Malaysia ("VAEA Act"), which provides that no person shall act as an agent for commission, fee, reward or other consideration in respect of any sale or other disposal of land and building and of any interest therein unless such person is a registered estate agent and has been issued with an authority to practice under the VAEA Act. Helen Wong and her divestment team are not registered estate agents as required under the VAEA Act. In addition, the Board is also cognisant of the maximum commission rate of 3% for real estate agents as prescribed by VAEA Act.

The Company has commenced legal proceedings in December 2024 against Helen Wong, inter-alia, contending that Helen Wong and her divestment team were not registered estate agents as required under the VAEA Act, therefore not entitled to any commissions for sales of properties of the Group in Malaysia.

Share Options

 

The Company did not operate any share option schemes during the years ended 31 December 2023 and 2024.

Share Price Information

·    High for the year         -           US$0.110

·    Low for the year          -           US$0.090

·    Close for the year        -           US$0.090

 

Pension SchemeS

No pension schemes exist in the Group.

Service Contracts

There are no service contracts in existence between the Company and any of the Directors.

 

 

LIM TIAN HUAT

Non-executive Independent Director

 

12 May 2025

 

CORPORATE GOVERNANCE STATEMENT ("CG STATEMENT")

 

The Financial Conduct Authority requires all companies with a listing on the equity shares (commercial companies) (ESCC) listing category to comply with the UK Corporate Governance Code (the "Code"). Aseana Properties Limited ("ASPL" or the "Company", and together with its subsidiaries, the "Group") is a Jersey incorporated company listed on the equity shares (transition) category (formerlly called the Standard Listing) on the UK Listing Authority's Official List and is therefore not subject to the Code. The following section outlines how the principles of governance are applied by the Company.

 

THE BOARD

 

As at the date of this CG Statement, the Board of Directors (the "Board") of the Company comprises the following members:

·    Mr Lim Tian Huat - Independent Non-Executive Chairman (appointed 30 September 2024)

·    Dato' Dr Thong Kok Cheong - Non-Executive Director (appointed 9 July 2024)

·    Mr Leong Kheng Cheong - Executive Director (appointed 10 February 2025) and Chief Executive Officer (appointed 2 January 2025)

 

The biographical details of the Directors are set out on pages 17 to 18 of this Annual Report.

The Board currently comprises three members, a majority of whom, including the Chairman, are Non-Executive Directors. The day-to-day operations of the Company are managed by the Chief Executive Officer, while strategic direction and key corporate matters are overseen by the Board under the leadership of the Chairman, who is an Independent Non-Executive.

Role of the Board

 

The Board is responsible for providing entrepreneurial leadership, setting strategic objectives, and ensuring that the necessary financial and human resources are in place to meet the Company's goals. It maintains a system of prudent and effective controls to identify, assess and manage risks. The Board also monitors the Company's financial performance, ensures that the Company maintains adequate funding, and considers and approves the disposal of Company's assets in a controlled, orderly and timely manner. Additionally, the Board sets the Company's values and standards and ensures that its obligations to its shareholders and other stakeholders are met.

The Company maintains an appropriate level of directors' and officers' liability insurance.

The Board has authority to repurchase up to a maximum aggregate of 29,783,780 of the Company's ordinary shares (representing approximately 18.63 percent of the Company's issued ordinary share capital (excluding ordinary shares held in treasury) as at 31 December 2024).

Meetings of the Board

 

The Board meets at least four (4) times a year and additional meetings may be convened as and when necessary.  During the financial year ended 31 December 2024 ("FY2024"), the Board met nine (9) times. The details of attendance by each Director are as follows:

Name of Directors	Attendance
Dato' Dr Thong Kok Cheong (appointed 9 July 2024)	6/6
Clare Mariam Binti Muhiudeen (appointed 9 July 2024; resigned 7 December 2024) Mr Lim Tian Huat (appointed 30 September 2024)	6/6 2/2
Ms Helen Wong Siu Ming (not re-elected at the Company's annual general meeting ("AGM") held on 30 July 2024)	5/5
Mr Robert Donald Minty (resigned 13 September 2024)	6/6
Mr Nicholas John Paris (resigned 30 September 2024)	7/7
Mr Thomas Holland (not re-elected at the Company's AGM held on 30 July 2024) Mr Tan Hock Chye (resigned 30 September 2024)	4/5 7/7

To enable the Board to discharge its duties effectively, all Directors receive accurate, timely and clear information in an appropriate format and of sufficient quality, including Board papers distributed in advance of Board meetings. The Board also receives periodic presentations during Board meetings relating to the Company's business and operations, financial performance, risk management and other key matters. 

All Directors have access to the advice and services of the Company Secretary and external advisers, who are responsible to the Board on matters of corporate governance, Board procedures and regulatory compliance.

Board Balance and Independence

Aseana is a self-managed company. As at 31 December 2024, the Board comprises two Non-Executive Directors - Mr Lim Tian Huat, who served as the Non-Executive Chairman and Dato' Dr Thong Kok Cheong. Subsequently, in 2025, Mr Leong Kheng Cheong was appointed as Executive Director and Chief Executive Officer. 

The Board considers the Chairman to be independent, as he is not involved in the day-to-day management of the Company and has no business or other relationships that could materially interfere with the exercise of his independent judgement.

The Chairman is independent and is responsible for the leadership of the Board, ensuring its overall effectiveness and setting its agenda.  Matters referred to the Board are considered collectively and no individual holds unrestricted decision-making powers. Together, the Directors bring a broad range of experience and expertise in business, finance and accountancy, which are essential for the effective oversight and supervision of the Company's affairs.

Performance Appraisal

The Code recommends that there should be a formal and rigorous annual review of the performance of the board, its committees, the chair and individual directors. Although the Company is not subject to the Code by virtue of its listing on the transition segment of the main market, the Board recognises the value of regular performance reviews as a mechanism to improve effectiveness and promote accountability.

During FY2024, no formal performance evaluation was conducted, owing to the recent reconstitution of the Board and the Company's ongoing divestment phase. The Board believes it will be more meaningful to undertake a formal performance review once the current Board has operated together for a reasonable period of time.

The Board intends to implement a formal evaluation process in the next financial year to assess its effectiveness and identify areas for improvement. In the interim, informal feedback and regular engagement among Directors continue to facilitate open communication and the identification of any governance or operational matters requiring attention.

Re-election of Directors

In accordance with the Company's Articles of Association, all Directors shall submit themselves for election by the shareholders at the first opportunity after their appointment and shall not remain in office for longer than three years since their last election or re-election without submitting themselves for re-election.

At the last AGM held on 30 July 2024, Ms Helen Wong Siu Ming and Mr Thomas Holland retired by rotation and offered themselves for re-election by the shareholders. However, both were not re-elected by the shareholders at the last AGM.

At the forthcoming AGM, Mr Lim Tian Huat, Dato' Dr Thong Kok Cheong and Mr Leong Kheng Cheong, having been recently appointed, will submit themselves for election by the shareholders.

Board Committees

In line with best practices outlined in the Code, the Board recognises the importance of establishing appropriate Board Committees to support the effective discharge of its duties and responsibilities. While the Company is not required to comply with the Code due to its listing on the transition segment of the main market, the Board remains committed to adopting its key principles where practicable and appropriate, taking into account the size, resources, and current phase of the Company.

As at 31 December 2024, the Company had not established any formal Board Committees, such as an Audit Committee ("AC") or the Nomination and Remuneration Committee ("NRC"), following changes to the composition of the Board during the year. In light of the Company's ongoing financial distress and divestment efforts, the Board considered it more practical for all Directors to collectively assume the roles and responsibilities typically delegated to these Committees. This approach allowed for more agile decision-making and oversight during a period of significant operational and financial challenges.

The Board's immediate priority remains the need to recapitalise the Group's balance sheet and the discharge of ICSD Ventures Sdn Bhd from the Receivers and Mangers. At the appropriate stage, as the Company stabilises and transitions out of its current distressed state, the Board intends to revisit and align its composition, reconstitute the AC and formally establish a NRC, in line with evolving operational needs and governance best practices.

AUDIT COMMITTEE RESPONSIBILITIES

The responsibilities typically undertaken by the AC were assumed by the Board during FY2024. These includes:

·          monitoring, in discussion with the auditor, the integrity of the Company's financial statements and any formal announcements relating to financial performance and reviewing significant financial reporting judgements;

·          reviewing the Company's internal financial controls and risk management systems;

·          overseeing the appointment, re-appointment and removal of the external auditor and approving the external auditor's remuneration and terms of engagement for submission to shareholders at general meetings;

·          reviewing and monitoring the external auditor's independence and objectivity, as well as the effectiveness of the audit process. The Board recognises that the Code and AIC Code provisions for FTSE 350 companies to put the external audit contract out to tender at least every 10 years. While the Company is not a member of the FTSE 350, the Board acknowledges this best practice (the current auditor has been the auditor since 2020);

·          developing and implementing a policy on the engagement of the external auditor for non-audit services; and

·          identifying any matters requiring action or improvement and making appropriate recommendations.

 

During FY2024, the Board carried out the following specific activities typically overseen by the AC:

·          reviewed the audit plan with the Group's auditor;

·          reviewed and discussed the auditor's report with the Group's auditor;

·          reviewed and approved the audited financial statements included in the Annual Report;

·          reviewed and approved other published financial information, including the half-year results and related announcements;

·          assessed the independence of the Group's auditor; and

·          reviewed the auditor's performance and recommended their reappointment to the shareholders.

 

The Significant Issues

The Board considered the following key issues in relation to the Group's financial statements during the year:

·          Valuation of inventory assets - The Board considered and discussed the valuation of the Group's inventory assets as at 31 December 2024 and to identify potential impairment.

·          Non-going concern - The Board considered both the current circumstances of Company and its financial requirements for the 12 months from the approval date of the financial statements and have concluded that there are uncertainties on the Company's ability to remain as a going concern.  Consequently, the financial statements have been prepared on a non-going concern basis at this time.  For details, please refer to Note 2.3 to the financial statements.

 

Nomination & REMUNERATION Committee

The responsibilities of the NRC were also assumed by the Board during FY2024. During FY2024, the Board undertook the following functions:

·          regularly reviewed the structure, size and composition of the Board, including its diversity, skills, knowledge and experience and made recommendations for change as appropriate;

·          considered succession planning for Directors and the re-appointment or re-election of  Directors at the conclusion of their specified term of office or retiring in accordance with the Company's Articles of Association;

·          identified and nominated candidates to fill Board vacancies as and when they arose;

·          considered matters related to the continuation in office of Directors;

·          determined and agreed the overall framework for the Directors' remuneration; and

·          set the remuneration for all Directors.

 

As an entity listed on the transition segment of the main market, the Group is subject to certain diversity and inclusion targets, including: (i) at least 40% of the individuals on its board of directors are women; (ii) at least one senior position (chair, chief executive, senior independent director or chief financial officer) on its board of directors is held by a woman; and (iii) at least one individual on its board of directors is from a minority ethnic background. No formal diversity policy has been adopted given the Group's current divestment status.

Financial Reporting

The Board aims to present a fair, balanced and understandable assessment of the Company's position and prospects in all reports to shareholders, investors and regulatory authorities.  This assessment is primarily provided in the half-year results and the Annual Report through the Chairman's Statement, Financial Review Statement and Directors' Report.

The Board has reviewed the significant reporting issues and judgements involved in the preparation of the Group's financial statements, including significant accounting policies, significant estimates and critical judgements. The Board has also reviewed the clarity, appropriateness and completeness of the disclosures contained in the financial statements.

Internal Audit

The Board has confirmed that the existing systems and procedures provide sufficient assurance that a sound system of risk management and internal control is maintained. Given the Company is currently in a phase where the Group's debt situation is critical and specifically SSB's MTN that is in default needs to be refinanced, the Board considers that establishing an internal audit function specific to the Company is not necessary at this time.  However, the Directors will continue to monitor the situation and reassess the need for such a function as appropriate.

Auditor

The Board is responsible for monitoring and reviewing the performance and independence of the Company's Auditor, PKF Littlejohn LLP, who was re-appointed at the last AGM held on 30 July 2024.

In accordance with auditing and ethical standards, the auditor is required to assess and confirm their independence, integrity and objectivity to the Board. PKF Littlejohn LLP has conducted this assessment and has confirmed that they remain independent, objective and in compliance with the Ethical Standard for Auditors published by the UK Financial Reporting Council, as well as the Code of Ethics issued by the Institute of Chartered Accountants in England and Wales.

RISK MANAGEMENT AND Internal Control

The Board is responsible for the effectiveness of the Company's risk management and internal control systems and is provided with the necessary information to enable it to discharge its duties. These systems are designed to meet the specific needs of the Company and to manage rather than eliminate the risk of failure to meet business objectives. As such, they can only provide reasonable, and not absolute, assurance against material misstatement or loss.

 

During the year, the Board discharged its responsibility for risk management and internal control through the following key procedures:

·          clearly defined delegation of responsibilities to employees of the Company, including authorisation levels for all aspects of the business;

·          regular and comprehensive information provided to the Board covering financial performance and key business indicators;

·          a detailed system of budgeting, planning and reporting that is approved by the Board, with results monitored against budget with variances being followed up and action taken, where necessary; and

·          regular visits to operating units and projects by the Board.

 

The Board has established frameworks, policies and procedures to ensure compliance with the requirement of the Bribery Act 2010 (the "Bribery Act") and Market Abuse Regulation ("MAR"). In respect of the Bribery Act, the Company has implemented an anti-corruption and anti-bribery policy supported by its legal and compliance function. Training and briefing sessions have been conducted for senior management and employees, and compliance reviews are undertaken as needed to ensure the effectiveness of the policy. 

With regard to MAR, the Company has adopted a Dealing Code that imposes restrictions on dealings in its securities by Persons Discharging Managerial Responsibilities ("PDMR") and certain employees who are subject to clearance procedures. In addition, the Company has implemented a Group-Wide Dealing Policy and a Dealing Procedures Manual. These policies are designed to ensure that the PDMR and other employees of the Company and its subsidiaries do not misuse, or appear to misuse, non-public information relating to the Group.

Relationship with Shareholders

The Board is committed to maintaining good communications with shareholders. The Chairman and selected members of the Board have been designated as the principal spokespersons to engage with investors, analysts, fund managers, the press and other stakeholders. The Board is kept informed of all material information communicated to shareholders and is advised on their feedback. 

To understand the views of major shareholders, the Board engages in meetings and teleconferences facilitated by the Company's financial adviser. The Company also provides regularly updates to shareholders through stock exchange announcements, press releases and participation in roadshows.

To further promote effective communication, the Company maintains a website at www.aseanapropertieslimited.com, where shareholders and investors can access relevant and up-to-date information.

Substantial Shareholders

As at 31 December 2024, the Board was aware of the following direct and indirect interests comprising a significant holding of more than 3% of the Company's issued share capital (excluding shares held in Treasury):

	NUMBER OF ORDINARY SHARES HELD	PERCENTAGE OF ISSUED SHARE CAPITAL
Legacy Essence Limited and its related parties	36,628,282	22.9%
LIM Advisors	26,074,192	16.3%
SIX SIS	18,366,118	11.5%
Progressive Capital Partners	14,393,372	9.0%
Credit Suisse	12,024,891	7.5%
Dr. Thong Kok Cheong	11,959,608	7.5%
Metage Capital Limited	8,000,000	5.0%
Hooi Heng Lee	7,420,000	4.6%

 

Annual General Meeting

The AGM serves as the principal forum for dialogue with shareholders. During and after the AGM, shareholders have the opportunity to engage with the Board and seek clarification on the Group's business and operations. The last AGM was held on 30 July 2024 at the Company's registered office and was attended by Mr Nicholas John Paris (Non-Executive Chairman), Mr Robert Donald Minty and Ms Helen Wong Siu Ming.

Notices of the AGM and accompanying materials are sent out to shareholders in advance, allowing sufficient time for review and consideration. Each item of special business is presented with an explanation of the purpose and effect of the proposed resolution. Following the vote on each resolution, the Chairman announces the number of votes cast for, against and withheld. A formal announcement confirming whether each resolution has been passed at the AGM is released via the London Stock Exchange.

On behalf of the Board

 

LIM TIAN HUAT

Chairman

12 May 2025

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ASEANA PROPERTIES LIMITED

 

Opinion

We have audited the consolidated financial statements of Aseana Properties Limited and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Consolidated Statement of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

In our opinion, the financial statements:

·    give a true and fair view of the state of the group's affairs as at 31 December 2024 and of its loss for the year then ended;

·    have been properly prepared in accordance with IFRS as adopted by the European Union; and

·    have been prepared in accordance with the requirements of the Companies (Jersey) Law 1991.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of matter - financial statements prepared on a basis other than going concern

We draw attention to Note 2.3 to the consolidated financial statements which explains the directors' reasons for preparing the consolidated financial statements on a basis other than a going concern.

Our opinion is not modified in this respect of this matter.

Our application of materiality

The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate, on the consolidated financial statements as a whole.

 

	Consolidated financial statements 2024	Consolidated financial statements 2023
Overall materiality	US$730,000	US$750,000
Performance materiality	US$470,000	US$450,000
Basis of materiality	c. 0.5% of gross assets	c. 0.5% of gross assets
Rationale	A key determinant of the group's value is property assets held within inventory. Due to this, the key area of focus in the audit is the valuation of inventory. On this basis, we consider gross assets to be a critical financial performance measure for the group, given that it is a key metric used by management, investors, analysts and lenders.

 

We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example in determining sample sizes.

For each component in the scope of our group audit, we allocated a materiality that is less than our overall group materiality. The range of materiality allocated across components was between US$156,000 and US$416,000 (2023: between US$412,000 and US$749,000). Certain components were audited to a local statutory audit materiality that was also less than our overall group materiality.

We agreed with the Audit Committee that we would report to them misstatements identified during our audit above US$40,000 (2023: US$37,500) as well as misstatements below those amounts that, in our view, warranted reporting for qualitative reasons.

Our approach to the audit

As part of designing our audit, we determined materiality and assessed risk of material misstatement in the consolidated financial statements. In particular, we looked at areas involving significant accounting estimate and judgment by the directors and considered future events that are inherently uncertain such as the carrying value of inventory. We also addressed the risk of management override of controls, including among other matters consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.

The group has eight trading companies consolidated within in the group financial statements, all of which are based in Malaysia. We identified two material components, which were subject to a full scope of audit. Material Malaysian components were audited by the PKF network firm in Malaysia under our direction and supervision. We reviewed component audit working papers electronically.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.  In addition to the matter described in the Material uncertainty related to going concern section we have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matter	How our scope addressed this matter
Carrying value of inventories
Refer to note 20 Inventories. The group owns a portfolio of land held for property development and completed property units in Malaysia. The total carrying value of inventories for the group was US$119.1m (2023: US$118.4 million) as at 31 December 2024. Of the year-end inventories, the land assets of US$5.5m (2023: US$5.4m) were not subject to a third-party valuation and were valued by management. The remaining inventory balance related to Sandakan Hotel asset ("SHA") and Harbour Mall Sandakan ("HMS") valued at c. US$36.9m (2023: c. US$35.9m) ("Sandakan Assets") and The RuMa Hotel and Residences ("The RuMa") valued at c. US$76.1m (2023: c. US$76m), with both of these assets subject to an external valuation. We note that there are significant judgements associated with asset valuations, notably those with a significant retail and hospitality element. Areas of significant judgment relate to the following key assumptions: •           occupier demand and solvency; •           asset liquidity; and •           the relative impact on the different sectors including retail, hospitality and leisure. The valuation of inventories requires significant judgment and estimation by management. Inaccuracies in key assumptions and inputs could result in a material misstatement in the consolidated financial statements. Due to the significance of the estimates and judgements involved, we deemed the carrying value of the above-mentioned inventories to be a significant risk and a key audit matter.	Our work in this area included: •           Testing the inventories valuation and critically assessing the key judgements and estimates made by management's external valuers; •           Assessing the valuer's qualifications and expertise and reading their terms of engagement with the group to determine whether there are matters that might have affected their objectivity or may have imposed limitation of scope upon their work. We also considered fees and other contractual arrangements that might exist between the group and the valuer; •           Evaluating the appropriateness of the valuer's work considering the purpose of the valuation for audit purposes; •           Reviewing all valuation reports including workings which support the net realisable value assessment of inventories;  •           Testing the underlying data used by the valuers in forming their valuations including benchmarking, validating key inputs and assumptions to supporting third party evidence or market activity and considering contrary evidence; •           Assessing and challenging the key estimates and judgements used in the valuation methodology (including profit and cash flow forecasts), and analysing changes from prior year where relevant; and •           Where inventory (land assets) were not subject to a valuation at 31 December 2024, reviewing comparative sales of similar assets in similar areas to determine the approximate sales value achievable. •           Reviewing the completeness and sufficiency of the disclosures made in the financial statement in relation to inventory and its carrying value.   Based on the audit work performed we are satisfied that there is no impairment of inventory assets and that they are fairly stated as at 31 December 2024.

 

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters in relation to which the Companies (Jersey) Law 1991 requires us to report to you if, in our opinion:

·    proper accounting records have not been kept by the parent company, or proper returns adequate for our audit have not been received from branches not visited by us; or

·    the parent company financial statements are not in agreement with the accounting records and returns. 

Responsibilities of directors

As explained more fully in the statement of Directors' responsibilities, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

·    We obtained an understanding of the group and the sector in which it operates to identify laws and regulations that could reasonably be expected to have a direct effect on the consolidated financial statements. We obtained our understanding in this regard through discussions with management, industry research, and application of cumulative audit knowledge and experience of the sector. We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members including the significant component audit team and remained alert to any indicators of fraud or non-compliance with laws and regulations throughout the audit.

·    We determined the principal laws and regulations relevant to the group in this regard to be those arising from:

o  The Companies (Jersey) Law 1991;

o  Disclosure Guidance and Transparency Rules;

o  The Bribery Act 2010;

o  Market Abuse Regulation;

o  Anti-money laundering legislations;

o  Local tax and employment law; and

o  IFRSs as adopted by European Union.

·    We designed our audit procedures to ensure the audit team considered whether there were any indications of non-compliance by the group with those laws and regulations. These procedures included, but were not limited to:

o  Making enquiries of management;

o  Reviewing minutes of board meetings;

o  Reviewing accounting ledgers; and

o  Reviewing Regulatory News Service announcements

·    We also identified the risks of material misstatement of the consolidated financial statements due to fraud. We considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls, that the carrying value of inventory could indicate potential management bias. We addressed this by challenging the key assumptions and judgements made by management when auditing that significant accounting estimate, as outlined in the detail of the Key Audit Matter above.

·    As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing audit procedures which included, but were not limited to: the testing of journals; reviewing accounting estimates for evidence of bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

·    In our audit procedures, we have considered matters of non-compliance with laws and regulations, including fraud at the group and component levels. We have performed audit procedures on all material components within the group, both at the consolidated level and also through communications with component auditors.

 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company's members, as a body, in accordance with our engagement letter dated 12 February 2025.  Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose.  To the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Wendy Liang (Engagement Partner)                                                                         15 Westferry Circus

For and on behalf of PKF Littlejohn LLP                                                                          Canary Wharf

Recognised Auditor                                                                                                       London E14 4HD

 

 12 May 2025

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

 

			2024	2023
	Notes		US$'000	US$'000
Continuing operations
Revenue	5		2,875	1,205
Cost of sales	6		(4,116)	(677)
Gross (loss)/profit			(1,241)	528
Other income	7		15,602	14,544
Administrative expenses	11		(2,139)	(1,069)
Other operating expenses	11		(17,206)	(13,989)
Impairment of inventory	11		-	(7,668)
Foreign exchange gain/(loss)	8		3,099	(1,976)
Operating loss			(1,885)	(9,630)
Finance income			111	1,860
Finance costs			(3,727)	(2,912)
Net finance costs	10		(3,616)	(1,052)
Net loss before taxation	11		(5,501)	(10,682)
Taxation	12		(4,479)	209
Loss for the year			(9,980)	(10,473)

Other comprehensive loss, net of tax

Items that are or may be reclassified subsequently to profit or loss

Foreign currency translation differences for foreign operations	13		(1,960)	(755)
Total other comprehensive loss for the year	13		(1,960)	(755)
Total comprehensive loss for the year			(11,940)	(11,228)
Loss attributable to:
Equity holders of the parent company	14		(9,900)	(8,732)
Non-controlling interests	15		(80)	(1,741)
Loss for the year			(9,980)	(10,473)
Total comprehensive (loss)/profit attributable to:
Equity holders of the parent company			(12,033)	(9,696)
Non-controlling interests			93	(1,532)
Total comprehensive loss for the year			(11,940)	(11,228)
Loss per share Basic and diluted (US cents)	14		(5.74)	(4.39)

 

The notes to the financial statements form an integral part of the financial statements.

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

			2024	2023
	Notes		US$'000	US$'000
Non-current assets
Property, plant and equipment	16		-	198
Intangible assets	17		-	578
Right of use	18		-	-
Deferred tax assets	19		-	4,518
Total non-current assets			-	5,294
Current assets
Property, plant and equipment	16		283	-
Intangible assets	17		28	-
Inventories	20		119,065	118,351
Trade and other receivables	21		2,416	9,078
Prepayments			267	141
Current tax assets			295	221
Cash and cash equivalents	22		7,462	4,273
Total current assets			129,816	132,064
TOTAL ASSETS			129,816	137,358
Equity
Share capital	23		8,659	10,601
Share premium	24		206,132	208,925
Capital redemption reserve	25		3,841	1,899
Translation reserve	26		(28,657)	(26,524)
Accumulated losses			(148,328)	(131,513)
Shareholders' equity			41,647	63,388
Non-controlling interests	15		40	(6,936)
Total equity			41,687	56,452
Current liabilities
Trade and other payables	27		58,908	48,281
Amount due to non-controlling interests	28		1,108	1,891
Loans and borrowings	29		2,602	1,471
Medium term notes	30		25,511	29,263
Total current liabilities			88,129	80,906
Total liabilities			88,129	80,906
TOTAL EQUITY AND LIABILITIES			129,816	137,358

The financial statements were approved on 12 May 2025 and authorised for issue by the Board and were signed on its behalf by

 

                                                                                                                                                           

LIM TIAN HUAT                                                       THONG KOK CHEONG

Director                                                                        Director

 

12 May 2025

The notes to the financial statements form an integral part of the financial statements.