NOTE	2025	2024
		£'000	£'000
CASH FLOWS FROM OPERATING ACTIVITIES
Profit for the period before taxation		1,300	1,897
Adjustment for:
Amortisation of intangible asset	6	101	173
Depreciation of property, plant and equipment	4	321	322
Depreciation of right-of-use assets	5	27	16
Loss on disposal of property, plant and equipment		0	7
Interest expenses	16	779	727
Interest income	26	(246)	(268)
(Increase)/Decrease in inventories	7	6	36
Increase in trade receivables	8	(18)	31
Decrease/(Increase) in other receivables	9	(361)	9,905
Increase/(decrease) in other payables	18	(5,383)	5,806
Loss on foreign exchange - unrealised		0	66
Tax refund		0	7
Tax paid		(424)	(444)
Cash (absorbed in)/generated from operating activities		(3,898)	18,281
Cash flows (for)/from investing activities
Purchase of disposal of assets held for sale		0	0
Purchase of property, plant and equipment	4	(58)	(15)
Purchase of intangible assets	6	(24)	(39)
Purchase of right of use assets	5	0
Proceeds from disposal of assets held for sale	11	2,031	104
Proceeds from disposal of property, plant and equipment		0	31
Acquisition of capital contribution		0	96
Interest income received		246	268
Cash (absorbed in)/generated from investing activities		2,195	445
Cash flow from financing activities
Interest paid	16	(779)	(727)
Proceeds from issuance of shares		2,650
Drawdown of term loan		880	4,657
Repayment of term loan		(1,437)	(3,517)
Dividend received		62	0
Dividend paid		0	(18,858)
Share issuance expenses	25	(209)	0
Cash (absorbed in)/generated from financing activities		1,167	(18,445)
Net changes in cash and cash equivalents		(536)	281
Effect of foreign exchange differences		41	3
Forex translation difference		(425)	0
Cash and cash equivalents at beginning	10	1,083	799
Cash and cash equivalents at end		163	1,083

 

The accompanying notes form part of these financial statements.

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

1.         GENERAL INFORMATION

 

1.1 Statutory information

Fairview International PLC is a public limited company, registered in England. The Company's registered number 15528502 and registered office address Eastcastle House, 27 -28 Eastcastle Street, London W1W 8DH, United Kingdom. The Company was established to acquire two companies which own and operate two private independent schools in Malaysia that offer the international baccalaureate programme.

 

1.2. Basis of preparation of financial statements

The principal accounting policies adopted by the Company in the preparation of the financial statements are set out below. The financial statements have been presented in pounds sterling (£), being the functional currency of the Company. The financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the United Kingdom, including interpretations made by the International Financial Reporting Interpretations Committee issued by the International Accounting Standards Board. The standards have been applied consistently. The historical cost basis of preparation has been used.

 

The Company applies merger accounting to reconstructions of entities under common control in accordance with FRS 102. This policy applies to all reorganisations and transfers of entities or businesses between entities under common control where the substance is a group reconstruction rather than an arm's‑length acquisition.

 

The Company applies merger accounting where:

-      The combining entities are under the control of the same party or parties both before and after the transaction;

-      The transaction is a reorganisation of the group (no change in ultimate economic ownership or control); and

-      It is practicable to restate comparatives for all periods presented.

 

Under merger accounting:

-      Assets and liabilities of combining entities are recognised at their carrying amounts in the predecessor entities immediately prior to the reconstruction.

-      No goodwill is recognised.

-      The investment held by the parent is eliminated against the subsidiary's share capital, share premium and other reserves using historical carrying amounts.

-      Any difference between the consideration given and the carrying amount of net assets acquired is recognised directly in equity, normally as a merger reserve

-      Depreciation, amortisation and impairment are applied on the carrying amounts so recognised.

-      Financial information for prior periods are restated as if the group structure had existed for all periods presented. If restatement is impracticable, the nature of the limitation and its effect will be disclosed.

 

Standards and interpretations issued but not yet applied

A number of new standards and amendments to standards and interpretations have been issued but are not yet effective and, in some cases, have not yet been adopted by the UK. The Directors do not expect that the adoption of these standards will have a material impact on the Group's financial statements.

 

Going concern

The financial statements have been prepared on a going concern basis which assumes that the Company will continue in operational existence for the foreseeable future.

 

The Company has been financed through a combination of investment by its shareholders and bank debt and, during the period the Company raised £2.6 million before costs, from the issue of shares at the time of its IPO. The Company made a profit for the period of £2.2 million before taxation (and exceptional items). Furthermore, the Company held bank balances of £163,000 as at the year end.

 

In assessing whether the going concern assumption is appropriate, the Directors consider all available information for the foreseeable future, in particular for the twelve months from the date of approval of the financial statements. This information includes management prepared cash flow forecasts, the Company's current cash balances and the Company's existing and projected monthly running costs. Furthermore, the Directors are mindful that, if the Company needs to raise further funds over the 12 months following approval of the financial statements to execute its strategy and for working capital, it has the ability to access additional financing. Specifically, the Company successfully completed an equity fundraising in October 2024 and the Group's bank facilities were renewed in June 2025.

 

Therefore, the Directors have made an informed judgement at the time of approving the financial statements that there is a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements."

 

In making this statement, the Board has had regard to the following:

a.    The Company's 2026 Budget

b.    No major new capital projects beyond those already approved as of the date of the Budget

c.     Interest rates on the Company's existing debt facilities which are assumed to range from 4.57% to 8.50% per annum

d.    The Company's current cash balance and bank borrowings are in line with projections.

e.    The ability to increase student numbers without a corresponding increase in academic or administrative costs

 

The Board notes that, should Fairview experience cash flow difficulties at any time in the future, the following mitigating actions may be available:

 

A delay in non-essential capital expenditure

·    The purchase of capital equipment under finance leases and hire purchase

·    Cost cutting

·    Renegotiation of bank facilities

·    Sale of surplus assets

·    Upfront collection of school fees

·    Earlier registration of student intake

 

On the basis of the above factors, the Board is of the view that Fairview is trading on a going concern basis and will do so for at least the next 12 months.

 

1.3. Accounting policies

Financial assets

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of a financial instrument. Financial assets and financial liabilities are offset if there is a legally enforceable right to set off the recognised amounts and interests and it is intended to settle on a net basis. Cash comprises cash in hand and on demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and that are subject to an insignificant risk of changes in value with maturities of less than 90 days.

 

Investments in subsidiary undertakings

Investments in subsidiary undertakings are recorded at cost less provision for impairment.

 

Financial liabilities

The Company does not currently have any financial liabilities measured at fair value through profit or loss, therefore all financial liabilities are initially measured at fair value, net of transaction costs, and are subsequently measured at amortised cost. The Company recognises an equity instrument on any contract that evidences a residual interest in the assets of the Company. In this period Ordinary Shares were the only equity instrument, recognised at the point at which a call is made on the Shareholders.

 

1.4. Use of assumptions and estimates

In preparing the Interim financial statements, the Directors have to make judgments on how to apply the Company's accounting policies and make estimates about the future. The Directors do not consider there to be any critical judgments that have been made in arriving at the amounts recognised in the Company Interim financial statements.

 

1.5. Directors' Remuneration

The amount paid to Directors are as disclosed in the above Directors Remuneration report No amount was paid or has become payable to any of the Directors. There were no staff costs as no employees other than the Directors were employed by the Company during the period from incorporation to 30 June 2025.

 

1.6. Earnings per Ordinary Share

Consolidated earnings per share are set out in Note 24. There were no potentially dilutive instruments in issue at the period end.

 

1.7. Investment in subsidiary company

On 29 February 2024, the Company entered into two Share Sale Agreements with Agodeus Sdn Bhd ("Agodeus"), a company incorporated and domiciled in Malaysia to purchase two international schools owned by Agodeus, in preparation for the Company's plan of listing on the London Stock Exchange. The purchase consideration of £18,889,200 for the two international schools was satisfied and paid for by the issuance of 500,000,000 ordinary shares at £0.03778 a share. The par value of share for the Company is £0.01 per share, the issuance of shares would therefore, raised £0.02778 of share premium per share or in total £13,889,200. Details for the two international schools are:

 

	Purchase consideration (£)
Fairview Schools Berhad,Kuala Lumpur	18,351,837
Fairview International School Nusajaya Sdn.Bhd. Johor Bahru	537,363
	18,889,200

                                                                                                                                               

1.8. Share capital

Upon incorporation of the Company on 28 February 2024, the Company issued 100 Ordinary Shares of £1.00 nominal value. On the 3 June 2024, the Company subdivided its 100 Ordinary Shares of £1.00 each into 10,000 Ordinary Shares £0.01 each. On 7 June 2024, the Company issued additional 500,000,000 shares at a price of £0.03778 per share, as consideration for the purchase of subsidiary companies mentioned in Note 1.7. The Company issued and allotted 29,490,000 ordinary shares at £0.01 per share on 3 October 2024, and 26,500,000 ordinary shares on 11 October 2024.

 

1.9. Share premium

On 7 June 2024, the Company issued 500,000,000 shares at £0.03778 per share, as consideration for the purchase of subsidiary companies mentioned in Note 1.7. The par value per share for the Company is £0.01, the issuance value per share of £0.03778 would therefore, raised £0.02778 of share premium per share or in total £13,889,200 for the Company. On 11 June 2024, the Company undertook a voluntary capital reduction scheme by a solvency declaration to reduce its share premium entirely and therefore, the share premium was extinguished entirely. The share premium extinguished was credited as distributable reserves. A further share premium arose on the Company's issue and allotment of 29,490,000 ordinary shares at £0.01 per share on 3 October 2024, and 26,500,000 ordinary shares on 11 October 2024.

 

1.10. Financial risk management

The Company uses a limited number of financial instruments which arise directly from operations. The Company does not trade in financial instruments.

 

1.11. Capital management policy

The Directors' objectives when managing the Company's capital are to safeguard the Company's ability to continue as a going concern in order to provide returns for Shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The capital structure of the Company consists of equity attributable to equity holders of the Company, comprising issued share capital and reserves.

 

1.12. Financial instruments

The Company's principal financial instruments comprise other receivables. The Company's accounting policy and method adopted, including the criteria for recognition, the basis on which income and expenses are recognised in respect of this financial asset, is set out in Notes for "Accounting policies" to the Company Interim financial statements. The Company does not use financial instruments for speculative purposes. There are no financial assets that are either past due or impaired.

 

1.13. Ultimate parent company and ultimate controlling party

As at 30 June 2025, Agodeus Sdn Bhd is Fairview's ultimate parent company. In the opinion of the Directors, the ultimate controlling party is Mr Daniel Chian.

 

2.         SIGNIFICANT ACCOUNTING POLICIES

 

2.1 Basis of Preparation

The consolidated financial statements have been prepared in accordance with UK-adopted International Financial Reporting Standards (IFRS) in conformity with the requirements of the Companies Act 2006, as applicable to companies reporting under IFRS.

 

These financial statements consolidate the financial statements of the Company and its subsidiary undertakings (together referred to as the "Group") made up to 30 June 2025.

 

The consolidated financial statements have been prepared under the historical cost convention, except where IFRS requires certain financial assets and liabilities to be measured at fair value. The principal accounting policies adopted in the preparation of these consolidated financial statements are set out in Note 1 and have been consistently applied throughout the current year, unless otherwise stated.

 

The financial statements are presented in Pounds Sterling (£), which is the Group's presentation currency.

 

The directors have prepared the financial statements on a going concern basis. In making this assessment, they have considered the Group's current financial position, cash flow forecasts, and available borrowing facilities. After reviewing these factors, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future.

 

The consolidated financial statements comply with the disclosure and filing requirements of the Companies Act 2006 applicable to companies reporting under IFRS.

 

2.2 Adoption of Amended Standards

During the current financial year, the Group has adopted the following new accounting standards and/or interpretations (including the consequential amendments, if any):

 

•          Annual improvements to IFRSs 2018 - 2020, IFRS 9: Financial Instruments - Fees in the 10% test for derecognition of financial liabilities

•          Annual improvements to IFRSs 2018 - 2020, Illustrative Examples Accompanying IFRS 16: Leases

•          Amendments to IFRS 3: Reference to the Conceptual Framework

•          Amendments to IAS 16: Property, Plant and Equipment - Proceeds before Intended Use

•          Amendments to IAS37: Onerous Contracts - Cost of Fulfilling a Contract

•          Annual Improvement to IFRS Standards 2018 - 2020

•          The adoption of the above accounting standards and/or interpretations (including the consequential amendments, if any) did not have any material impact on the Group's financial statements.

 

2.3 Standards Issued but not yet Effective

The Group has not applied in advance the following accounting standards and/or interpretations (including the consequential amendments, if any) that have been issued by the International Accounting Standards Board ("IASB") but are not yet effective for the current financial year:

IFRSs and/or IC Interpretations (Including the Consequential Amendments)	Effective date
IFRS 17 Insurance Contracts	1 January 2023
Amendments to IFRS 17: Insurance Contracts	1 January 2023
Amendments to IFRS 17 Initial Application of IFRS 17 and IFRS 9 Comparative information	1 January 2023
Amendments to IAS 1: Disclosure of Accounting Policies	1 January 2023
Amendments to IAS 8: Definition of Accounting Estimates	1 January 2023
Amendments to IAS 12: Deferred Tax related to Assets and Liabilities arising from a Single Transaction	1 January 2023
Amendments to IAS 12: International Tax Reform-Pillar Two Model Rules	1 January 2023
Amendments to IFRS 16: Lease Liability in a Sale and Lease back	1 January 2024
Amendments to IAS 1: Non-current Liabilities with Covenants	1 January 2024
Amendments to IAS 1: Classification of Liabilities as Current or Non current	1 January 2024
Amendments to IAS 7 and IFRS 7: Supplier Financial Arrangements	1 January 2024
Amendments to IAS 21: Lack of Exchangeability	1 January 2025

 

The Directors expect that the adoption of the above accounting standards and/or interpretations (including the consequential amendments, if any) will have no material impact on the financial statements in the period of initial application.

 

2.4 Property, Plant and Equipment

All items of property, plant and equipment are initially recorded at cost. The cost of an item of property, plant and equipment is recognised as an asset if, and only if, it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably.

 

Subsequent to recognition, property, plant and equipment other than freehold land are measured at cost less accumulated depreciation and accumulated impairment losses. The policy for recognition and measurement of impairment loss is in accordance with Note 2.5. When significant parts of property, plant and equipment are required to be replaced in intervals, the Group recognises such parts as individual assets with specific useful lives and depreciation. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the property, plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognised in profit or loss as incurred.

 

Purchase of software that is integral to the functionality of the related equipment is capitalised as part of that equipment.

 

Motor vehicles are depreciated on a revaluation model basis less its estimated residual value based on observable market data. The gross carrying amount is restated by reference to observable market data and the accumulated depreciation at the date of the revaluation is adjusted to equal the difference between the gross carrying amount and the carrying amount of the asset.

 

No depreciation is provided on freehold land.

 

Depreciation on other property, plant and equipment is computed on a straight-line basis over the estimated useful lives of the assets at the following rates:

	Rate
Building	2%
Furniture and fittings	25%
Electrical equipment	25%
Resource equipment	20% - 25%
Motor vehicle	20% - 25%

 

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

 

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on derecognition of the asset is included in the profit or loss in the year the asset is derecognised.

 

Fully depreciated plant and equipment are retained in the financial statements until they are no longer in use and no further charge for depreciation is made in respect of these plant and equipment.

 

2.5 Impairment of Non-Financial Assets

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when an annual impairment assessment for an asset is required, the Group makes an estimate of the asset's recoverable amount.

 

An asset's recoverable amount is the higher of its fair value, less costs to sell and its value in use. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash-generating units ("CGU").

 

In assessing value in use, the estimated future cash flows expected to be generated by the asset are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Where the carrying amount of an asset exceeds its recoverable amount, the asset is written down to its recoverable amount. Impairment losses recognised in respect of a CGU or groups of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to those units or groups of units and then, to reduce the carrying amount of the other assets in the unit or groups of units on a pro-rata basis.

 

Impairment losses are recognised in profit or loss.

 

An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset's recoverable amount since the last impairment loss was recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increase cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised previously. Such reversal is recognised in profit or loss.

 

2.6 Functional and Foreign Currency

Functional and presentation currency

The individual financial statements of each entity in the Group are measured using the British pound sterling (GBP) currency, which is the presentation currency.

 

Foreign currency transactions

Transactions in foreign currencies are measured in the respective functional currencies of the Group and are recorded on initial recognition in the functional currencies at exchange rates approximating those prevailing at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange prevailing at the reporting date. Non-monetary items denominated in foreign currencies that are measured at historical cost are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items denominated in foreign currencies measured at fair value are translated using the exchange rates at the date when the fair value was determined.

 

2.7 Financial Instruments

Financial assets and financial liabilities are recognised in the statements of financial position when the Group has become a party to the contractual provisions of the instruments.

 

Financial instruments are classified as financial assets, financial liabilities or equity instruments in accordance with the substance of the contractual arrangement and their definitions in IAS32. Interest, dividends, gains and losses relating to a financial instrument classified as a liability are reported as an expense or income. Distributions to holders of financial instruments classified as equity are charged directly to equity.

 

A financial instrument is recognised initially at its fair value (other than trade receivables without significant financing component which are measured at transaction price as defined in IFRS 15- Revenue from Contracts with Customers at inception). Transaction costs that are directly attributable to the acquisition or issue of the financial instrument (other than a financial instrument at fair value through profit or loss) are added to/deducted from the fair value on initial recognition, as appropriate. Transaction costs on the financial instrument at fair value through profit or loss are recognised immediately in profit or loss.

 

Financial instruments recognised in the statements of financial position are disclosed in the individual policy statement associated with each item.

 

Financial assets

All recognised financial assets are measured subsequently in their entirety at either amortised cost or fair value (through profit or loss, or other comprehensive income), depending on the classification of the financial assets.

 

The Group determines the classification of their financial assets at initial recognition, and designate all the financial assets as amortised cost. The Group do not have any financial assets carried at fair value (through profit or loss, or other comprehensive income).

 

Amortised cost (debt instruments)

The financial asset is held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest. Interest income is recognised by applying the effective interest rate to the gross carrying amount of the financial asset. When the asset has subsequently become credit-impaired, the interest income is recognised by applying the effective interest rate to the amortised cost of the financial asset.

 

The effective interest method is a method of calculating the amortised cost of a financial asset and of allocating interest income over the relevant period. The effective interest rate is the rate that discounts estimated future cash receipts (including all fees and points paid or received that for GBP an integral part of the effective interest rate, transaction costs and other premiums or discounts), excluding expected credit losses, through the expected life of the financial asset or a shorter period (where appropriate).

 

Financial liabilities

Other financial liabilities are subsequently measured at amortised cost using the effective interest method. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts), through the expected life of the financial liability or a shorter period (where appropriate).

 

Derecognition

A financial asset or part of it is derecognised when, and only when, the contractual rights to the cash flows from the financial asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity.

 

On derecognition of a financial asset measured at amortised cost, the difference between the carrying amount of the asset and the sum of the consideration received and receivable is recognised in profit or loss.

 

A financial liability or a part of it is derecognised when, and only when, the obligation specified in the contract is discharged or cancelled or expires. On derecognition of a financial liability, the difference between the carrying amount of the financial liability extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.

 

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the statement of financial position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

 

2.8 Expected Credit Losses

The Group recognises a loss allowance for expected credit losses on financial assets that are measured at amortised cost.

 

The expected credit loss is estimated as the difference between all contractual cash flows that are due to the Group in accordance with the contract and all the cash flows that the Group expect to receive, discounted at the original effective interest rate.

 

The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument. The Group always recognises lifetime expected credit losses for trade receivables using the simplified approach. The expected credit losses on these financial assets are estimated using a provision matrix based on the Group's historical credit loss experience and are adjusted for forward-looking information (including time value of money where appropriate).

 

For all other financial instruments, the Group recognises lifetime expected credit losses when there has been a significant increase in credit risk since initial recognition. However, if the credit risk on the financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12 month expected credit losses.

 

The Group recognises an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account.

 

2.9 Cash and Cash Equivalents

Cash and cash equivalents comprise cash at bank and on hand and short-term deposits with a maturity of three months or less, which are subject to an insignificant risk of changes in value, net of outstanding bank overdrafts and fixed deposits pledged. For the purpose of the statement of cash flows, cash and cash equivalents are presented net of bank overdrafts and fixed deposits pledged.

 

2.10 Equity Instruments

Ordinary shares are classified as equity. Dividends on ordinary shares are recognised in equity in the period in which they are approved for payment. The transaction costs of an equity transaction are accounted for as a deduction from equity. Equity transaction costs comprise only those incremental external costs directly attributable to the equity transaction which would otherwise have been avoided.

 

2.11 Inventories

Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials, direct labour costs and overheads, where applicable, that have been incurred in bringing the inventories to their present location and condition. Cost is calculated using the weighted average method. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

 

2.12 Leases

The Group assesses whether a contract is or contains a lease, at inception of the contract.

 

The Group recognises a right-of-use asset and corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for low-value assets and short-term leases with 12 months or less. For these leases, the Group recognises the lease payments as an operating expense on a straight-line method over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.

 

The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use assets and the associated lease liabilities are presented as a separate line item in the statement of financial position.

 

The right-of-use asset is initially measured at cost. Cost includes the initial amount of the corresponding lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred less any incentives received.

 

The right-of-use asset is subsequently measured at cost less accumulated depreciation and any impairment losses and adjusted for any remeasurement of the lease liability.

 

The depreciation starts from the commencement date of the lease. If the lease transfers ownership of the underlying asset to the Group or the cost of the right-of-use asset reflects that the Group expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. Otherwise, the Group depreciates the right-of-use asset to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of the right-of-use assets are determined on the same basis as those property, plant and equipment.

 

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate. The lease liability is subsequently measured at amortised cost using the effective interest method. It is remeasured when there is a change in the future lease payments (other than lease modification that is not accounted for as a separate lease) with the corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recognised in profit or loss if the carrying amount has been reduced to zero.

 

2.13 Revenue and Other Income

Revenue from contracts with customers is recognised by reference to each distinct performance obligation in the contract with customer. Revenue from contracts with customers is measured at its transaction price, being the amount of consideration which the Group expects to be entitled in exchange for transferring promised goods or services to a customer, net of sales and service tax, rebates and discounts.

 

The Group recognises revenue when (or as) it transfers control over a product or service to customer. An asset is transferred when (or as) the customer obtains control of that asset.

 

Depending on the substance of the contract, revenue is recognised when the performance obligation is satisfied, which may be at a point in time or over time. The Group transfers control of a good or service at a point in time unless one of the following over time criteria is met:

- The customer simultaneously receives and consumes the benefits provided as the Group performs.

- The Group's performance creates or enhances an asset that the customer controls as the asset is created or enhanced.

- The Group's performance does not create an asset with an alternative use and the Group has an enforceable right to payment for performance completed to date.

 

Revenue from educational fees

Revenue from educational fee is recognised on a straight-line basis over the duration of the course.

 

Interest income

Interest income is recognised on an accrual basis using the effective interest method.

 

Government grants

Grants that compensate the Group for expense incurred are recognised in profit or loss as other income on a systematic basis in the same period in which the expenses are recognised.

 

2.14 Segmental reporting 

The Chief Operating Decision Maker ("CODM") has been identified as the Board of the Company. The CODM reviews the Group's internal reporting in order to assess performance and allocate resources. The CODM has determined that there is one operating segment being the provision of educational services. The geographical revenue of the Group was earned entirely in Malaysia during the year ended 30 June 2025 and the previous year.

 

2.15 Employee Benefits

Short-term benefits such as wages, salaries, bonuses and social security contributions are recognised as expenses in the period in which the associated services are rendered by employees of the Group short-term accumulating compensated absences such as paid annual leave are recognised when services are rendered by employees that increase their entitlement to future compensated absences. Short term non-accumulating compensated absences such as sick leave are recognised when the absences occur.

 

Defined Contribution Plan

The Group's contributions to defined contribution pension plans are recognised in profit or loss in the period to which they relate. Once the contributions have been paid, the Group has no further liability in respect of the defined contribution plans.

 

2.16 Income Tax

Current tax

Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the reporting date.

 

Current taxes are recognised in profit or loss except to the extent that the tax relates to items recognised outside profit or loss, either in other comprehensive income or directly in equity.

 

Deferred tax

Deferred tax is provided using the liability method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

 

Deferred tax liabilities are recognised for all temporary differences, except:

•          where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

•          in respect of taxable temporary differences associated with investments in subsidiaries where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

 

Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised except:

•          where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

•          in respect of deductible temporary differences associated with investments in subsidiaries, deferred tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.

 

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

 

Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax assets to be utilised.

 

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date.

 

Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised in correlation to the underlying transaction either in other comprehensive income or directly in equity and deferred tax arising from a business combination is adjusted against goodwill on acquisition.

 

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

 

2.17 Current and Non-Current Classification

The Group present assets and liabilities in the statements of financial position based on current and non-current classification.

 

 An asset is classified as current when it is:

(i)            expected to be realised or intended to be sold or consumed in normal operating cycle;

(ii)           held primarily for the purpose of trading;

(iii)          expected to be realised within 12 months after the reporting period; or

(iv)         cash or cash equivalents unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.

 

All other assets are classified as non-current.

 

A liability is classified as current when:

(i)            it is expected to be settled in normal operating cycle;

(ii)           it is held primarily for the purpose of trading;

(iii)          it is due to be settled within 12 months after the reporting period; or

(iv)         there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period.

 

All other liabilities are classified as non-current.

 

Deferred tax assets and liabilities are classified as non-current assets and liabilities, respectively.

 

2.18 Borrowing Costs

Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using the effective interest method.

2.19 Other Operating income

Other operating income comprises income that arises from the company's ordinary activities but is not derived from the principal revenue-generating activities. This includes rental income, hostel services, and gains on disposal of non-current asset held for sale, unrealised exchange difference arising from foreign currency transactions.

 

3.         SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES

 

The preparation of the Group's financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the reporting date. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability affected in the future.

 

Management believes that there are no instances of application of critical judgement in applying the Group's accounting policies which will have a significant effect on the amounts recognised in the financial statements.

 

Key Sources of Estimation Uncertainty

The key assumptions concerning the future and other sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are set out below:

 

a)            Depreciation of Property, Plant and Equipment

The estimates for the residual values, useful lives and related depreciation charges for the property, plant and equipment are based on commercial and production factors which could change significantly as a result of technical innovations and competitors' actions in response to the market conditions.

 

The Group anticipates that the residual values of its property, plant and equipment will be insignificant. As a result, residual values are not being taken into consideration for the computation of the depreciable amount.

 

Changes in the expected level of usage and technological development could impact the economic useful lives and the residual values of these assets, therefore future depreciation charges could be revised.

 

b)            Income Taxes

Significant judgement is required in determining the capital allowances and deductibility of certain expenses during the estimation of the provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred income tax provisions in the period in which such determination is made.

 

c)            Impairment of Assets

When the recoverable amount of an asset is determined based on the estimate of the value in-use of the cash-generating unit to which the asset is allocated, the management is required to make an estimate of the expected future cash flows from the cash-generating unit and also to apply a suitable discount rate in order to determine the present value of those cash flows.

 

d)            Allowance for Impairment

The Group makes allowance for impairment based on an assessment of the recoverability of receivables. Allowances are applied to receivables where events or changes in circumstances indicate that the carrying amounts may not be recoverable.

 

Management specifically analyses historical bad debt, customer concentration, customer creditworthiness, current economic trends and changes in customer payment terms when making a judgement to evaluate the adequacy of the allowance for impairment. Where the expectation is different from the original estimate, such difference will impact the carrying value of receivables.

 

e)            Fair Value Estimates for Certain Financial Assets and Liabilities

The Group carries certain financial assets and liabilities at fair value, which requires extensive use of accounting estimates and judgement. While significant components of fair value measurement were determined using verifiable objective evidence, the amount of changes in fair value would differ if the Group used different valuation methodologies. Any changes in fair value of these assets and liabilities would affect profit and equity.

 

f)             Deferred tax assets

Deferred tax assets are recognised for all unused tax losses, unabsorbed capital allowances and other deductible temporary differences to the extent that it is probable that taxable profit will be available against which the unused tax losses, unabsorbed capital allowances and other deductible temporary differences can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profits.

 

4.         PROPERTY, PLANT AND EQUIPMENT

	Building	Electrical equipment	Freehold land	Motor vehicles	Resource equipment	Property under construction	Total
	£'000	£'000	£'000	£'000	£'000	£'000	£'000
Cost
As at 1 July 2023	12,957	318	2,903	698	579	1,906	19,361
Additions	2	0	0	1	0	12	15
Disposal	0	0	0	0	(446)	0	(446)
Foreign Currency Translation	174	1	(98)	4	3	7	91
As at 30 June 2024	13,133	319	2,805	703	136	1,925	19,021
As at 1 July 2024	13,133	319	2,805	703	136	1,925	19,021
Additions	10	4		3		40	57
Disposal
Foreign Currency Translation	256	6	54	14	3	37	370
As at 30 June 2025	13,399	329	2,859	720	139	2,002	19,448

 

	Building	Electrical equipment	Freehold land	Motor vehicle	Resource equipment	Property under construction	Total
	£'000	£'000	£'000	£'000	£'000	£'000	£'000
Accumulated Depreciation
As at 1 July 2023	2,487	310	0	689	473	1,796	5,755
Additions	263	5	0	7	74	58	407
Disposal	0	0	0	0	(416)	0	(416)
Foreign Currency Translation	14	2	0	3	2	6	27
As at 30 June 2024	2,764	317	0	699	133	1,860	5,773
As at 1 July 2024	2,764	317	0	699	133	1,860	5,773
Additions	272	2	0	3	3	40	320
Disposal	0	0	0	0	0	0	0
Foreign Currency Translation	49	6	0	14	3	36	108
As at 30 June 2025	3,085	325	0	716	139	1,936	6,201
Carrying Amount
As at 30 June 2024	10,369	2	2,805	4	3	65	13,248
As at 30 June 2025	10,314	4	2,859	4	0	66	13,247

 

Buildings with carrying amount of £10,314,000 (2024: £10,369,000) have been pledged to financial institutions for banking facilities granted to the Company (Note 14).

 

5.         RIGHT-OF-USE ASSETS

	2025	2024
	£'000	£'000
Costs
As at 1 July	1,617	1,610
Foreign Currency Translation	32	7
At the end of period	1,649	1,617
Accumulated Amortisation
As at 1 July	146	130
Charge for the year	27	16
Foreign Currency Translation	3	0
At the end of period	176	146
Carrying amounts
At end of period	1,473	1,471

 

The Group leases a number of leasehold lands with periods ranging from 80 to 90 years with no renewal or purchase option included in the agreements.

 

Leasehold lands with carrying amount of £1,473,000 (2024: £1,471,000) have been pledged to financial institutions for banking facilities granted to the Group.

 

6.              INTANGIBLE ASSETS

 

	2025	2024
	£'000	£'000
Costs
As at 1 July	676	636
Additions / Reclassification	24	38
Foreign Currency Translation	13	2
At the end of period	713	676
Accumulated Amortisation
As at 1 July	469	379
Charge for the year	100	89
Foreign Currency Translation	8	1
At the end of period	577	469
Carrying amounts
At end of period	136	207

 

The amortisation of computer software is allocated to cost operation.

 

7.         INVENTORIES

	2025	2024
	£'000	£'000
Books and stationeries	23	29
Uniforms	30	30
Goods for resale, at cost	53	59

 

8.         TRADE RECEIVABLES

	2025	2024
	£'000	£'000
	26	9

 

Trade receivables are non-interest bearing and are generally on a credit term of 10 days. They are recognised at their original invoice amounts which represent their fair values on initial recognition.

 

9.         OTHER RECEIVABLES

	2025	2024
	£'000	£'000
Sundry Receivables	195	175
Deposits	129	123
Prepayments	64	149
VAT recoverable	53	0
Amount due from related parties	5,620	5,253
	6,061	5,700

 

10.       CASH AND CASH EQUIVALENTS

	2025	2024
	£'000	£'000
Deposits placed with licensed banks	113	93
Cash at banks balances	50	990
	163	1,083

 

Cash at banks earn interest at floating rates based on daily bank deposit rates. Fixed deposits are made for twelve months and earn interests at the respective deposit rates.

 

The weighted average effective interest rate for the fixed deposits was 2% per annum.

 

	2025	2024
	£'000	£'000
The currency exposure profile of cash and cash equivalent are as follows:
British Pound Sterling	123	99
Ringgit Malaysia Others	28 12	979 5
	163	1,083

 

11.       NON-CURRENT ASSETS HELD FOR SALE

	2025	2024
	£'000	£'000
At the beginning of period	6,812	6,891
Addition Less: accumulated depreciation Disposal Gain on disposal Reclassified to Right of Used Assets Reclassified to Fixed Assets Foreign Currency Translation	0 0 (2,030) 0 0 0 0 133	0 0 (112) 0 0 0 0 33
At end of the period	4,915	6,812

 

Non-current assets held for sale comprise properties ownership of buildings owned by the Company and leasehold lands.

 

The Company entered into several Sale and Purchase Agreements during the financial year for a total cash consideration of £4,922,000. The disposals are expected to be completed within the next financial year.

 

In addition, the Directors of the Company have approved the disposal of other properties. The proceeds from the disposal of these properties are expected to exceed the net carrying amount of the relevant assets and no impairment loss has been recognised on the classification of the assets held for sale.

 

12.       SHARE CAPITAL

	2025	2024
	£'000	£'000
Issued and fully paid: Ordinary shares at GBP 0.01 per share	5,560	5,000

The Company was incorporated on 28 February 2024 with an initial capital of £100, comprising 10,000 shares. Subsequently, the Company issued and allotted 500,000,000 ordinary shares at a price of £0.01 per share on 10 June 2024, 29,490,000 ordinary shares at £0.01 per share on 3 October 2024, and 26,500,000 ordinary shares on 11 October 2024.

 

13.       DEFERRED TAXATION

	2025	2024
	£'000	£'000
Balance at 1 July	2,005	1,994
Recognised in Statement of Comprehensive Income	(72)	170
Foreign currency translation	41	(159)
Balance as at 30 June	1,974	2,005

 

	2025	2024
	£'000	£'000
Tax effect on temporary differences in respect of:
Property, plant and equipment	1,992	1,988
Investment Property	455	446
Provision	(102)	(101)
Unutilised capital allowance	(307)	(301)
Unearned school fees	(64)	(27)
	1,974	2,005

 

14.       BANK BORROWINGS

	Current		Non-Current
	2025	2024	2025	2024
At amortised cost:	£'000	£'000	£'000	£'000
Term Loan	1,439	1,305	6,805	7,927
Revolving credit	866	850	695	682
Bank Overdraft	1,849	1,448	0	0
	4,154	3,603	7,500	8,609

 

Loans are secured over properties owned by the Group. The borrowings bear effective interest rates ranging from 4.57% to 8.5% per annum.

 

15.       REVENUE

	2025	2024
Company	£'000	£'000
Revenue from contracts with customers:
-      School Fees	4,972	4,610
-      Application and enrolment -      Others	132 238	161 240
	5,342	5,011

 

The Group's revenue are services transferred over time in Malaysia market only.

 

16.       FINANCE COSTS

	2025	2024
	£'000	£'000
Interest Expense
-      Term loan, revolving credit and overdraft	779	727
	779	727

 

17.       INCOME TAX EXPENSE

	2025	2024
	£'000	£'000
Current tax expense	509	307
Deferred tax relating to origination and reversal of temporary differences	(72)	2
Under provision of income tax in prior years	109	245
	546	554

 

 

	2025	2024
	£'000	£'000
Profit before taxation	1,362	1,897
Taxation at statutory rate	516	456
Difference in tax rate for chargeable income taxed	(6)	(1)
Expenses not deductible for tax purposes	180	98
Non-deductible temporary difference	(8)	(8)
Income not subject to tax	(178)	(152)
Under/(over) provision of income tax in prior year Deferred tax	109 (67)	245 (84)
Tax expense for the year	546	554

 

 

18.       TRADE AND OTHER PAYABLES

	2025	2024
	£'000	£'000
Current
Sundry payables	960	2,116
Advance billings	21	9
	981	2,125
Non-current
School fee deposits	2,201	488
Sundry payables	1,447	6,305
	3,648	6,793
Total	4,598	8,918

 

19.       RELATED PARTY TRANSACTIONS

(a)       Identities of related parties

i. The directors who are the key management personnel; and

ii. Entities controlled by the key management personnel, directors or substantial shareholders.

 

	2025	2024
	£'000	£'000
Total key management personnel compensation	170	33

 

(b)          Significant related party transactions and balances

In addition to the transactions and balances detailed elsewhere in the financial statements, the Group had the following transactions with related parties during the financial year:

 

Entity	Relationship	Type of transactions	2025	2024
Fairview Beaconhurst	Subsidiary of penultimate holding company of Fairview Schools Berhad	Interest income from amount due from related companies in Fairview Schools Berhad	245	268
Fairview International School Subang Sdn Bhd	Related party with common director of Fairview Schools Berhad	Rental income received in Fairview Schools Berhad	106	104
Fairview International College Sdn Bhd	Related party with common director of Fairview Schools Berhad	Rental income received in Fairview Schools Berhad	2	2
Beeducation Adventures Sdn Bhd	Related party with common director of Fairview International School Nusajaya Sdn Bhd	Travelling & transport charges charged by Beeducation Adventures Sdn Bhd.	2	0

Credit risk is the risk of a financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Company's exposure to credit risk arises principally from advances to related parties. As at 30 June 2025, advances amounting to £5.62 million (previous year: £5.25 million) are due after more than one year.

 

Inter-company balances

 

The Company provides unsecured advances to its related parties. The Company applies the general approach to measuring expected credit losses for all inter-company balances. Generally, the Company considers advances to related parties to have low credit risks. The Company assumes that there is a significant increase in credit risk when related parties' financial position deteriorates significantly. For loans and advances that are repayable on demand, the Company considers the advances to be in default when related parties are not able to pay when demanded. The Company considers related parties' advances to be credit impaired when the related parties are unlikely to repay its advances in full or the related parties are continuously loss making or the related parties are having deficit in its total equity.

 

20.       SALARY & NUMBER OF STAFF

 

Employee remuneration	2025	2024
	£'000	£'000
Salaries, work place pension & social contribution	1,748	1,765
Other staff benefits	121	132
	1,869	1,897

 

Employee remuneration is presented in the financial statements in the following locations:

 

	2025	2024
	£'000	£'000
Cost of sales	1,869	1,897

The employee remuneration present in the statement of financial position are the capitalised development costs.

 

Employee numbers	2025	2024
Direct	181	155

 

21.       FOREIGN CURRENCY TRANSLATION RESERVE

Arising from the translation of the financial statements of foreign operations whose functional currencies are different from that of the Group's presentation currency.

 

22.       EXCEPTIONAL ITEMS

	£'000
Pre-IPO restructuring costs	781
Costs related to the Company's admission to the London Main Market	306
Total	1,087

 

	£'000
Pre-IPO restructuring costs	781
Share premium utilisation	(209)
Revised pre-IPO restructuring costs	572
Cost related to Company's admission to the London Main Market	306
Total	878

 

23.       CAPITAL MANAGEMENT

	2025	2024
	£'000	£'000
Total borrowings	11,654	12,212
Less: Cash and cash equivalents	(163)	(1,083)
Net Debt	11,491	11,129
Total equity	5,755	2,519
Debt-to-equity ratio	2.0	4.4

 

The Company's objectives when managing capital are to maintain a strong capital base and safeguard the Group's ability to continue as a going concern, so as to maintain investor, creditor and market confidence and to sustain future development of the business. The directors determine the optimal debt to equity structure that complies with both regulatory requirements and debt covenants and monitor the ratio on an ongoing basis. No major changes were made to the objectives, policies or processes during the financial years ended 30 June 2025 and 30 June 2024.

 

24.       BASIC AND DILUTED EARNINGS PER SHARE

The calculation of earnings is based on the following earnings and number of shares.

 

	30 June 2025	30 June 2024
Weighted average number of ordinary shares for the purpose of basic and diluted profit per share	541,000,000	N/A
Earnings per share
Total comprehensive income attributable to the shareholders of the Company	£724,000	N/A
Pro-forma basic and diluted earnings per share attributable to the owners of the Company	0.13p	N/A
EPS before non-recurring IPO costs
Total comprehensive income attributable to the shareholders of the Company	£724,000	N/A
Add: Non- recurring IPO costs	£878,000	N/A
Total comprehensive income (before non-recurring IPO costs) attributable to the owners of the Company	£1,602,000	N/A
Pro-forma basic and diluted earnings per share before non-recurring IPO costs attributable to the owners of the Company	0.28p	N/A

 

25.       SHARE PREMIUM

	30 June 2025 £'000	30 June 2024 £'000
Opening balance	0	0
Share issued	2,385	0
Share issue costs	209	0
Closing balance	2,176	0

 

The share premium represents the amount received by the Company over and above nominal value of shares issued. This premium is recorded as a part of equity under the 'Share Premium Account'. The share premium arises from the issuance of shares at a price higher than their par or nominal value and is used for purposes such as funding expansion, covering share issue costs, or as required by statutory provisions. As of 30 June 2025, the balance in the share premium account stands at £2,176,000.

 

26.       OTHER OPERATING INCOME

 

	30 June 2025	30 June 2024
	£'000	£'000
Expedition & Excursion	228	127
Deposit forfeited	178	164
Gain on disposal of asset held for sale	180	0
Unrealised forex gain/(loss)	19	(65)
Building rental income	108	104
Interco interest income	245	268
Hall rental income	45	37
Hostel service income	149	112
Others	9	68
Total	1,161	815

 

 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS

 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FAIRVIEW INTERNATIONAL PLC

 

Opinion

 

We have audited the financial statements of Fairview International PLC (the "Company") and its subsidiary undertakings (together referred to as the "Group") for the year ended 30 June 2025, which comprise:

·      The consolidated statement of comprehensive income for the year ended 30 June 2025;

·      The consolidated and the Company statement of financial position as at 30 June 2025;

·      The consolidated statement of cash flows for the year ended 30 June 2025;

·      The consolidated and the Company statement of changes in equity for the year ended 30 June 2025; and

·      Notes to the financial statements, which include a summary of significant accounting policies and other explanatory information.

 

The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and International Accounting Standards in conformity with the requirements of the Companies Act 2006. The financial reporting framework that has been applied in the preparation of the Company financial statements is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).

 

In our opinion:

·      The financial statements give a true and fair view of the state of the Group's and the Company's affairs as at 30 June 2025 and of the Group's profit/loss for the year then ended;

·      The Group financial statements have been properly prepared in accordance with UK-adopted International Accounting Standards;

·      The Company financial statements have been properly prepared in accordance with UK Accounting Standards; and

·      The financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

 

Our audit opinion is consistent with our reporting to the Audit Committee.

 

Our audit opinion does not extend to the comparative information for the year ended 30 June 2024, which is presented for illustrative purposes in accordance with merger accounting.

 

Basis for Opinion

 

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report.

 

We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, as applicable to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

 

To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC's Ethical Standard were not provided.

 

We have provided no non-audit services to the Company or its controlled undertakings in the period under audit.

 

Conclusions Relating to Going Concern

 

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Our evaluation of the directors' assessment of the company's ability to continue to adopt the going concern basis of accounting included:

·      Confirm our understanding of the directors' going concern assessment process, including the controls over the review and approval of the budget and plan. We have obtained a copy of management's assessment of going concern and evidence that the assessment was approved by the Board;

·      Assessing the appropriateness of the duration of the going concern assessment period to 31 October 2026 and considering the existence of any significant events or conditions beyond this period;

·      Review and verification of the inputs and assumptions used in the board-approved working capital forecasts, identifying the key assumptions and evaluating the appropriateness of these assumptions;

·      Evaluating management's historical forecasting accuracy and the consistency of the going concern assessment with information obtained from other areas of the audit;

·      Testing the mechanical accuracy of the going concern analysis;

·      Performing independent sensitivity analysis on management's assumptions, including applying adverse cashflow sensitivities and evaluating mitigating actions available to management, e.g., deferring expenditure; and

·      Evaluating the disclosures on going concern.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's or Group's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Overview of Our Audit Approach

 

Materiality

 

In planning and performing our audit we applied the concept of materiality. An item is considered material if it could reasonably be expected to change the economic decisions of a user of the financial statements, as prescribed in ISA 320.

 

Overall Group materiality for the financial statements of £79,800 based on basis 1.5% of turnover. Turnover was selected as the benchmark due to its relevance to stakeholders in assessing the Group's operational performance.

 

Group Performance materiality of £51,900, adjusted for entity-specific risk and audit environment.

 

Reporting threshold to the Audit Committee of £3,100, with errors below that threshold to be reported if, in our opinion as auditor, disclosure was required on qualitative grounds.

 

Scope of Audit

 

The Company is accounted for from Kuala Lumpur, Malaysia where all the Group's records are maintained.

 

In establishing our overall approach to the Group audit, we determined the type of work that needed to be undertaken at significant components and engaged component auditors for the subsidiaries. We directed the component auditor regarding the audit approach through group instructions detailing significant risks, reporting requirements, and expected audit evidence in terms of ISA 600 (Revised).

 

This, together with the additional procedures performed at Group level, gave us appropriate evidence for our opinion on the Group financial statements. 

 

Key Audit Matters (KAMs)

 

Key audit matters are those matters that, in our professional judgment, were of most significance on our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and direction of the engagement team efforts. 

 

Key audit matter	Audit response to key matter	Findings
Fraud in revenue recognition	We performed relevant audit procedures and specific tests to evaluate if revenue had been omitted from the financial statements for the current year. Our procedures included the following:  ·      Carried out substantive audit testing on revenue recognised during the year and cut-off testing:  ·      Our review of the revenue did not reveal evidence of income which had been omitted and not accurately reflected in the financial statements.  ·      Evaluating that management's revenue recognition policies are compliant:  ·      All student revenue and application of the revenue recognition policy was appropriate, indicating that revenue recognition is accurate. This also included reviewing the work carried out on revenue recognition, on the same basis as ourselves, by the component auditor.  ·      Audited material manual journals posted to revenue:  ·      Our review did not provide evidence that the company had completed any unrecorded revenue or revenue-generating agreements that would affect income recognition in the financial statements.	These procedures enabled to us to form an opinion that the presumed risk of fraud in revenue recognition is rebuttable under ISA 240.
Management override of controls	Presumed risk under ISA 240:  Risk of management using their position in the company to manipulate financial results and misappropriate assets.  In addition to the procedures described in the "Auditor's responsibilities for the audit of the financial statements" of the Audit report, we audited to higher risk all areas requiring judgement, performed tests on a sample basis of journal entries exhibiting unusual characteristics, journals relating to areas of significant audit interest and incorporated unpredictability in our substantive testing procedures.  We assessed the appropriateness of liabilities and transactions to related parties, reviewing management's review of contracts, their identification and estimation of performance obligations, including ratification of such obligations by the board and reviewing appropriate supporting documentation.	Based on our audit procedures performed we have not identified any instances of management override of controls.
Going concern	Risk of incorrect use of the going concern assumption based on the company's performance and future obligations.  We performed procedures to test and assess the significant assumptions used in the working capital forecasts, including performing sensitivity analysis as detailed in the going concern section of the audit report.	Based on the result of our audit procedures we have concluded the directors' adoption of the going basis of preparation is appropriate.
Non-current assets held for sale	Risk of misclassification and measurement error, ensuring the correct valuation basis was applied, and adequate disclosures are made.	Based on the procedures performed, we are satisfied that the assets classified as non-current assets held for sale are appropriately recognised, measured, and disclosed.
Common control transaction (merger accounting)	Key risk related to the appropriateness of merger accounting to the group reorganisation, specifically the application of a common-control transaction. The completeness, accuracy and valuation of the merger reserve balances, and comparative information accuracy presented. We performed procedures involving the review and inspection the Share Purchase Agreements, board minutes, and corporate structure; inspected share registers before and after the reorganisation; and verification of component net assets transferred; recalculation the merger reserve and the consolidation eliminations.	Based on the procedures performed, we are satisfied that the merger accounting was appropriately applied, and related balances are appropriate.

 

Other Matter

 

The comparative information presented for the year ended 30 June 2024 has been prepared on a combined basis to illustrate the effect of the common-control reorganisation that occurred during the current year. The comparative information reflects the aggregated results and financial position of the combining entities as if the current group structure had existed in the prior period.

 

We were not appointed as auditors of the Group for the year ended 30 June 2024 and, accordingly, we have not audited and do not express an opinion on the comparative information presented for that period. Our audit opinion on the current year's financial statements does not extend to, and should not be read as providing assurance on, the comparative figures included solely for presentation purposes under merger accounting.

 

Other Information

 

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon.

 

The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.  

 

Our responsibility is to read other information in the annual report and consider whether it is materially inconsistent with the financial statements or our audit knowledge, as required per ISA 720.

 

If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. 

 

In this respect, we have nothing to report.

 

Opinions on other matters prescribed by the Companies Act 2006 

 

In our opinion the part of the directors' remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006. 

 

In our opinion, based on the work undertaken in the course of the audit: 

·      the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and 

·      the strategic report and the directors' report have been prepared in accordance with applicable legal requirements 

 

Matters on which we are required to report by exception

 

In the light of the knowledge and understanding of the Group and the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report. 

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: 

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

·      the parent company financial statements and the part of the directors' remuneration report to be audited are not in agreement with the accounting records and returns; or 

·      certain disclosures of directors' remuneration specified by law are not made; or 

·      we have not received all the information and explanations we require for our audit. 

 

Responsibilities of the directors for the financial statements 

 

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

 

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

 

Auditor's Responsibilities for the audit of the financial statements 

 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. 

 

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. 

 

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud 

 

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

·      We obtained an understanding of the legal and regulatory frameworks within which the Group operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were relevant company law and taxation legislation in the UK and Malaysia jurisdictions in which the Group operates. 

·      We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be the override of controls by management. Our audit procedures to respond to these risks included enquiries of management about their own identification and assessment of the risks of irregularities, sample testing on the posting of journals, and reviewing accounting estimates for biases.  

 

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances on non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. 

 

Our audit testing might include testing complete populations of certain transactions and balances. However, it typically involves selecting a limited number of items for testing, rather than testing complete populations. We will often seek to target particular items for testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion about the population from which the sample is selected.

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

 

Other matters which we are required to address

 

We were appointed by the board on 24 June 2025 to audit the financial statements. Our total uninterrupted period of engagement is less than one year. 

 

The non-audit services prohibited by the FRC's Ethical Standard were not provided to the group or the parent company and we remain independent of the group and the parent company in conducting our audit. No other non-audit services were provided to the group or the parent company. 

 

Our audit opinion is consistent with the additional report to the audit committee. 

 

Use of our report 

 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.  

 

Pankaj Rajani

For and on behalf of Macalvins

Statutory Auditor

30 October 2025