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Asia Strategic Holdings Limited Interim results for six months ended 31 March 2022

28/06/2022 7:08am

UK Regulatory (RNS & others)


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TIDMASIA

RNS Number : 4278Q

Asia Strategic Holdings Limited

28 June 2022

28 June 2022

Asia Strategic Holdings Ltd.

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

Interim results for the six months ended 31 March 2022

The Board of Asia Strategic Holdings Ltd. (LSE: ASIA), the independent developer and operator of consumer businesses located in emerging Asia, is pleased to announce its unaudited interim results for the six-month period ended 31 March 2022.

FINANCIAL HIGHLIGHTS

All dates refer to the six-month financial period ended 31 March 2022 ("6M'22"), unless otherwise stated. The comparative six-month financial period from 1 October 2020 to 31 March 2021, is referred to as "6M'21".

-- Group revenues for the six-month financial period ended 31 March 2022 increased 9% year-on-year ("YOY") to US$8.3 million, of which 64% derived from Education and 36% from Services (6M'21: 65% derived from Education and 35% from Services). This growth is a remarkable achievement as the Group's performance in 6M'22 was severely affected by COVID-19 related closures in Vietnam between Nov'21 and Feb'22.

-- The Group's net loss for the six-month financial period ended 31 March 2022 narrowed to US$2.6 million in comparison to the previous corresponding period (6M'21: US$2.9 million), primarily due to (i) the relaxation of COVID-19 restrictions in Feb'22 and Mar'22 and (ii) operational efficiencies realised throughout the Group.

-- The Group's net comprehensive loss (including fair value movement in minority investments) for the six-month financial period ended 31 March 2022 was US$2.7 million (6M'21: US$3.1 million).

-- COVID-19 cases in Myanmar peaked in the second half of 2021 and recovered by the end of the year. COVID-19 cases in Vietnam peaked towards the end of 2021 and showed improvement in February 2022. This resulted in an uneven recovery within the Group's operations wherein the (i) Education division in Myanmar recovered to pre-COVID-19 levels by Dec'21 whilst Vietnam student numbers remain depressed, albeit improving, and (ii) EXERA's growth slowed to low double digits, following stronger growth in the prior year.

-- As a result of extensive cost control and cash flow management initiatives, financial resources continued to be carefully administered. The Group generated cash inflows from operating activities of ca. US$1.2 million in 6M'22 vs. cash outflows of US$1.1million in 6M'21. The Group's overall performance and cash flow generation should further benefit from the expected economic recovery across ASEAN post COVID-19.

-- In November, the Company announced the subscription of convertible notes totalling US$5.7 million. Through a loan re-organisation exercise, the Company's corporate shareholder, Macan Pte Ltd ("Macan"), subscribed to a US$3.5 million Zero Coupon Convertible Note satisfied through a cash consideration of US$1.0 million and the conversion of one of the shareholder's loan facilities amounting to US$2.5 million.

As part of the loan re-organisation exercise, this loan facility agreement was terminated with effect from 31 October 2021. After the loan re-organisation exercise, the Group has a remaining loan facility of up to US$1.5 million with Macan. As at the date of this report, the Group has drawn down an additional US$0.25 million and the remaining available facility amounts to US$1.25 million.

-- The diversification of the Group's operations between Vietnam and Myanmar will continue to play an important role in mitigating any further pandemic risk and single-country exposure to the Group. Management has assessed that there are sufficient mitigating actions within the control of the Group, such as undertaking a controlled expansion of its existing and future businesses, maintaining financial liquidity discipline and unutilised credit facilities for its working capital requirements for the next 12 months from the date of this report.

OPERATIONAL HIGHLIGHTS

Education

-- Through its Education division, the Group is currently active in (i) English language learning (Wall Street English), (ii) higher education (Auston) and (iii) K-12 international schools (Yangon American International School).

Until 30 September 2021, certain businesses in Myanmar were operated by subsidiaries of the Group through an operating and management agreement with a related party, TED Limited ("TED"). Following the reorganisation, E Partners and A Partners will continue to provide operating, management and technical support services for TED's existing student contracts for a fee over the remaining period of 12 months. Therefore, these legacy businesses will continue to be treated as managed businesses and generate management fees to the Group.

-- Group revenues from the owned and managed Education businesses for the six-month financial period ended 31 March 2022 amounted to US$5.1 million and US$0.2 million (6M'21: US$4.6 and US$0.4 million), respectively.

-- The US$0.3 million increase in Education revenues is mainly attributable to (i) a US$1.1 million increase in Myanmar revenues (+115% YOY) driven by an early recovery post COVID-19 and (ii) a US$0.7 decrease in Vietnam's revenues due to the strict lockdowns imposed in Vietnam between Nov'21 and Jan'22. It is worth noting that Wall Street English in Vietnam has further recovered following the removal of COVID-19 restrictions in Feb'22.

 
 
                                       Financial       Financial       Financial 
                                    Period Ended    Period Ended      Year Ended 
                                        31 March        31 March    30 September 
                                            2022            2021            2021 
                                       Unaudited       Unaudited         Audited 
                                      (6 months)      (6 months)     (12 months) 
                                             US$             US$             US$ 
 Owned businesses 
 Education                             5,103,702       4,567,955       8,810,457 
                                  --------------  --------------  -------------- 
 - English language learning           4,561,170       4,232,353       8,213,641 
 
   *    Higher education                 144,872               -          28,834 
 
   *    K-12                             397,660         335,602         567,982 
                                  --------------  --------------  -------------- 
 
 Managed businesses 
 Education (Legacy WSE Myanmar, 
  Auston)                                184,700         365,159         497,849 
                                  --------------  --------------  -------------- 
 - English language learning             184,000         355,016         485,819 
 - Higher education                          700          10,143          12,030 
                                  --------------  --------------  -------------- 
 

Wall Street English ("WSE")

-- As of 31 March 2022, the Group owned and operated English language centres under the Wall Street English brand in both Myanmar and Vietnam. The number of centres and students were as follows:

 
              Number of WSE centres     Number of WSE students 
              31 March     31 March    31 March   31 March 2021 
                2022         2021        2022 
  Vietnam        7            7         2,465         4,800 
  Myanmar        4            4         1,821         1,600 
            -----------  -----------  ---------  -------------- 
  Total          11           11        4,286         6,400 
            -----------  -----------  ---------  -------------- 
 

-- The marked decrease in students during the 6 months period ended 31 March 2022 was mainly due to the strict COVID-19 restrictions imposed in Vietnam between Nov'21 and Feb'22. Management took the opportunity to refurbish two language centres during this period, which has further contributed to Wall Street English's commercial recovery post COVID-19.

-- It is worth noting the strong increase in the number of students in Myanmar. Notwithstanding the complex political and security environment, the Wall Street English business appears to have fully recovered and even exceeds its pre COVID-19 performance.

-- Revenues at Wall Street English Vietnam and Myanmar for the six-month financial period ended 31 March 2022 amounted to US$3.3 million and US$1.4 million (6M'21: US$4.0 and US$0.6 million), respectively.

Auston

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

-- Since February 2020, the Company has had in place a partnership with Liverpool John Moores University ("LJMU") to provide high quality engineering training programmes for young, working professionals in Myanmar, to be taught by Auston's teaching staff at its Junction Square complex in Yangon. The partnership is of particular relevance to Auston as it enables a path towards an engineering degree and provides globally recognised degrees in Myanmar from lecturers with, at a minimum, a master's degree or a PhD from a recognised awarding body.

-- During the six-month financial period ended 31 March 2022, Auston generated revenues of US$0.1 million (6M'21: Nil) and student numbers grew exponentially to 165 students as at 31 March 2022 (31 March 2021: 24 students). The first programme commenced in June 2021 and most students are still at the Foundation level, a pre-requisite to enter the Higher Diploma programme. It takes approximately 36 months for a student to attain a bachelor's degree.

-- As of 31 May 2022, the number of enrolled students at Auston has grown to over 200 (30 September 2021: 47) and the cumulative contract value increased to US$2.0 million (30 September 2021: US$0.1 million). Students are seeking globally recognised diplomas / degrees in Myanmar to further their studies abroad in search of better job opportunities locally and abroad.

Yangon American

-- The Group owns and operates Yangon American International School ("Yangon American") an International Baccalaureate Primary Years Programme ("IB PYP") accredited and Myanmar Investment Commission-approved international school. Yangon American's 3,000 sqm campus has a planned capacity of 400 students and its enrolment for academic year 2021-2022 was ca. 80 students (31 March 2021: 70 students).

-- During the six-month financial period ended 31 March 2022, Yangon American generated revenues of US$0.4 million (6M'21: US$0.3 million). Yangon American's student enrolment for the 2022/2023 academic year is expected to increase gradually towards capacity, since enrolment in government schools remains low and parents are in search of quality education as a path for their children to study abroad.

Services

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

-- Group revenues from the owned and managed services businesses for the six-month financial period ended 31 March 2022 amounted to US$3.0 million and Nil (6M'21: US$2.7 and US$0.01 million), respectively.

EXERA

-- EXERA is an internationally-managed provider of security and risk management services, operating exclusively in Myanmar. As of 31 March 2022, EXERA has an experienced workforce of over 1,600 (6M'21: ca. 1,700) security officers and provides a range of integrated security, guarding, protective services, journey management, training, and nationwide risk consulting, to a wide range of international and local clients.

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

-- The Group's revenues for the six-month financial period ended 31 March 2022 were US$3.0 million (6M'21: US$2.7 million). The 12% YOY growth was attributable to (i) continuous demand for high-margin quality integrated security and risk management services throughout the current political and economic instability, (ii) favourable currency mix, and (iii) successful renegotiation of certain key contracts.

-- The ability to continuously maintain and secure new high-profile customers is mainly due to EXERA's competitive advantage as the only company in Myanmar with ISO 18788 Management System for Private Security Operations, ISO 9001, OHSAS 18000, and ANSI/ASIS PSC 1 accreditations.

Ostello Bello

-- Ostello Bello, previously operating within the Hospitality Division, comprises boutique hostels with 423 beds and 105 rooms in four locations across Bagan, Mandalay and Nyaung Shwe, the most popular tourist destinations in Myanmar.

-- The performance of Ostello Bello has been severely impacted by the continued COVID-19 related travel restrictions in place between 2020 and 2022. The Group has recently decided to discontinue its location in Nyaung Shwe from July 2022, thus reducing the number of beds and rooms managed by the Group. As at the date of this report, the number of beds and rooms managed are 282 and 73, respectively.

-- To address the continued under performance of Myanmar's tourism industry and to offset the currently challenging operating environment in Myanmar, the Group's remains focused on reducing operating costs and generating operational synergies. It is worth noting that through its boutique hostels the Group provides livelihood for hundreds of individuals in developing communities such as Bagan. Management takes great pride and acknowledges its role as a responsible long-term investor in these communities.

New Business Development

-- Asia Strategic continues to develop its business network and expand its pipeline within the Group's existing sectors and explore new sectors. The Group is currently focused on building stronger presence on-the-ground in Vietnam whilst seeking new opportunities throughout emerging Asia to diversify the Group's geographical exposure.

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

The Group's minority investments include, among others:

-- A minority interest in Myanmar Investments International Limited ("MIL"), a Myanmar-focused investment company listed on the AIM market of the London Stock Exchange with investments in the telecommunications and financial sectors. As at 31 March 2022, the quoted share price was US$0.27 (31 March 2021: US$0.61) per share and the unaudited net asset value reported by MIL as at 30 September 2021 was US$0.67 (31 March 2021: US$0.74) per share.

SIGNIFICANT AND SUBSEQUENT EVENTS

a) Settlement and termination of shareholder's loans

During the financial period , the Company entered into a loan re-organisation with the Company's shareholder, Macan Pte Ltd ("Macan") as detailed below:

(i) Subscribed US$3.5 million Zero Coupon Convertible Notes of the Company satisfied through cash consideration of US$1.0 million (Note 16) and the conversion of principal shareholder's Loan Facility 2 amounting to US$2.5 million (Note 15); and

(ii) Terminated Loan Facility 2 agreement with the Company with effect from 31 October 2021.

b) Convertible Note Programme

On 4 November 2021, the Company launched a Convertible Note Programme to raise up to US$10.0 million over a six-month period for working capital and future investments. The convertible note ("CN") holders have an option to subscrib e to either (i) a 10% coupon option ("10% Coupon Convertible Note") or (ii) a zero-coupon option ("Zero Coupon Convertible Note").

As of the date of approval of these financial statements, the Company's existing shareholders have subscribed to CN amounting to US$5.7 million (excluding transaction costs) comprising:

(i) 10% Coupon Convertible Notes amounting to US$0.5 million; and

(ii) Zero-Coupon Convertible Notes amounting to US$5.2 million including subscription by Macan as detailed above and in Note 16.

   c)   Issuance of shares in lieu of bonus payments 

In December 2021, through recommendations of the Remuneration Committee of the Company, the Directors approved the payment of annual bonuses to certain key management personnel of the Group in respect of financial year ended 30 September 2021 of US$640,000 satisfied through the issuance of 80,000 new ordinary shares in the Company at a price of US$8.00 per share (being the closing bid price of the Company's ordinary shares as of 10 December 2021). Refer to Note 19 for further details.

d) Adoption of the 2022 Employee Share Options Scheme

At the Annual General Meeting held on 4 March 2022, in order to incentivise existing and new management and employees, the Company's shareholders approved a new share option scheme (the "2022 ESOS"), whereby share options in respect of up to 200,000 ordinary shares in the capital of the Company may be granted to certain individuals at an exercise price of US$11.00 per share with a typical vesting schedule of 40% of the option on the first anniversary of the grant date, 40% of the option on the second anniversary of the grant date and 20% of the option on the third anniversary of the grant date. No option has been granted under the 2022 ESOS as of the date of this report.

e) Exclusive agreement for Kids&Us School of English

On 25 April 2022, the Group entered into an exclusive franchising agreement with Kids&Us English, S.L.U ("Kids&Us") for the development of English language centres for children under the brand "Kids&Us School of English" in Myanmar.

Kids&Us is a leading provider of English language education for children from as young as one-year old through teenagers. Founded in Manresa, Barcelona, in 2003, Kids&Us has over 155,000 students across 437 schools in Spain and 90 schools internationally. Kids&Us has developed an innovative and effective pedagogical method:

-- Kids&Us uses a unique teaching method based on the natural process of developing one's mother tongue, a process which takes place in a specific, natural and spontaneous order.

   --   The courses are adapted to the students' ages and life experiences. 

-- Small groups - a maximum of five in the 'Babies' stage (one and two-year-olds) and eight across the rest of the courses - allow for personalised attention and a high level of student participation and interaction in the classroom.

   --   Continuity of the courses allows children to learn from one-year old. 
   --   Classes are conducted entirely in English, ensuring total linguistic immersion. 
   --   Students can continue learning English outside of class time: 

o The Kids&Us 360 Universe provides an endless range of activities and stimulating opportunities to continue learning at urban day camps, workshops (for cooking, science, theatre), summer camps, etc.

o Products created by Kids&Us include books, boardgames, etc.

o Apps, online homework exercises and electronic devices.

Under the terms of this exclusive franchising agreement, the Company shall pay Kids&Us (i) an initial fee of approximately EUR100,000, upon signing of franchising agreement (ii) ongoing service fees as a percentage of revenues and (iii) didactic materials based on consumption, among other fees.

The Company is planning for its first two centres to in Yangon to be operational by June 2023.

Vietnam Macro-Economic highlights

-- The General Statistics Office ("GSO") reported that Vietnam ended 2021 with a 2.6% GDP growth rate, despite witnessing a harsh COVID-19 lockdown in the second half of 2021. Vietnam is one of very few economies in the world to post two consecutive years of growth since the start of COVID-19. The GSO report explained that industries have been impacted in different ways. Tourism, hospitality, F&B have been struck the hardest whilst export-based sectors in Vietnam have shown resilience over the past two years. Vietnam recorded an increase in total export value in 2021 from to US$336 billion (2021: US$286 billion), according to the GSO. According to Vietnam Agribank, overall Vietnam remains a resilient economy as the country is expected to bounce back strongly in 2022 to become the fastest-growing ASEAN economy, with forecasted GDP growth at 6.6%, followed by Philippines (6.3%) and Malaysia (6.0%).

-- According to the GSO, Vietnam's economy in Q1 of 2022 (January-March) expanded by 5.0% compared to the same period last year. The growth however was down sequentially from 5.2% in Q4 of 2021. Nevertheless, the government agency stated that Vietnam is on track for economic recovery. Q1's GDP structure was dominated by services at 41.7% followed by industry and construction at 38.0%, and agriculture, forestry, and fishery at 10.9%. Total retail sales of consumer goods increased by 4.4% YOY though passenger transport was down. Vietnam's exports stood at US$89 billion while imports were recorded at US$88 billion. As with previous years, the US remains Vietnam's largest export market at US$25.2 billion in Q1of 2022.

-- Vietnam is now the destination of multiple supply chain and manufacturing relocations, due to strong economic fundamentals and a favourable foreign investment environment when compared with neighbouring countries. According to the Foreign Investment Agency ("FIA"), the country recorded total new, adjusted capital and share purchases by foreign investors of US$31 billion as of 20 December 2021, an annual increase of 9.2%.

-- In recent years, Vietnam has emerged as a leading hub for manufacturing electronics in Southeast Asia. Relocations by manufacturing companies such as Foxconn, Intel, Foster, and Luxshare since 2019 highlight this trend.

Myanmar Macro-Economic Highlights

-- The World Bank's Myanmar Economic Monitor January 2022 projects economic growth of 1.0% in the fiscal year ending September 2022, a single digit recovery after experiencing a contraction of 18% in fiscal year 2021. The near-term economic outlook remains weak due to the ongoing impact of the military coup. The recent Russian war against Ukraine caused additional economic uncertainties and inflationary pressures globally exacerbating the economic issues.

-- In April 2022, through notifications and directives, the Central Bank of Myanmar ("CBM") implemented certain foreign exchange control measures requiring all foreign currency receipts from 4 April 2022 to be converted to Myanmar Kyat ("Kyat"), restricting conversion of foreign currencies and limiting offshore remittance. The immediate impact was further weakening of the Kyat.

-- Any future recovery in domestic activity will likely be contingent on political improvement, the removal of temporary foreign control measures, the reopening of the country to international travel in a bid to bolster international tourism and continued engagement with the international business communities.

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

"I am very pleased to report that over the six-month financial period ended 31 March 2022, Asia Strategic Holdings has continued to grow, in a complex social, economic and political environment.

"As the COVID-19 related restrictions were gradually lifted from November 2021 in Myanmar and February 2022 in Vietnam, the Group has experienced a strong rebound in its operating businesses, particularly within consumer facing brands such as Wall Street English and Auston. It is worth noting that revenues grew across both Education (+7% YOY) and Services (+12% YOY) and that the Group continues to benefit from commercial momentum that is driven by pent-up demand and the limited spending options available to customers, particularly in Myanmar.

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

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

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

 
 Asia Strategic Holdings Ltd. 
  Richard Greer, Independent Non-Executive     richard@asia-strategic.com 
  Chairman                                     enrico@asia-strategic.com 
  Enrico Cesenni (OSI), Founder and CEO 
 Allenby Capital Limited (Broker) 
  Nick Athanas 
  Nick Naylor 
  Freddie Wooding                             +44 (0)20 3328 5656 
 Yellow Jersey PR (Financial PR) 
  Henry Wilkinson 
  James Lingfield                             +44 (0) 7951 402 336 
 

Notes to editors

Asia Strategic Holdings Ltd.

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

Education sector: the Company currently has exclusive development and franchising agreements with Wall Street English for up to ten English language centres across Myanmar. Two centres were opened in 2017, a third in August 2018, and a fourth in February 2020. As of March 2022, Wall Street English Myanmar served over 1,800 students.

In July 2020, the Company completed the acquisition of the Wall Street English business in Vietnam. Founded in 2013, the WSE Vietnam business operates through seven centres in Ho Chi Minh and Binh Dhuong serving ca. 2,500 students.

The Company also operates a joint venture with Auston Institute of Management to develop and operate the Auston College Myanmar. The private school opened in May 2018 offering diplomas in Engineering Technology, Mechanical Engineering and Networking, Information Systems, and Security. English language learning is also provided by the Company's nearby Wall Street English centre. In February 2020, the Company announced a partnership with Liverpool John Moores University to provide high quality engineering training programmes for young, working professionals in Myanmar, to be taught by Auston College Myanmar's teaching staff at its Junction Square complex in Yangon.

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

In April 2022, the Company entered into an exclusive franchising agreement with Kids&Us for the development of English language schools for children across Myanmar. The first two centres shall be opened in Yangon by June 2023.

Services sector: through its acquisition of EXERA, the Company offers security, risk management and secure logistics services, including cash-in-transit. Founded in 2013, EXERA employs approximately 1,500 well-trained and high-quality security officers making it one of the largest security services providers in Myanmar.

Furthermore, the Company provides hospitality services, managing over 282 beds across four boutique hotels in three core tourist locations in Myanmar, operating under the award winning Ostello Bello budget hospitality brand. The Company operates an asset light strategy, entering into long-term operating and management agreements with local hotel owners.

Vietnam and Myanmar were among the fastest growing economies in Asia in 2017-2020 (Source: Asian Development Bank). In 2022, Vietnam's annual GDP growth is expected to be 6.5% (Source: Asian Development Bank).

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

To receive news alerts on Asia Strategic Holdings please sign up here under the 'RNS' header:

https://ms-holdings.com/investor-relations/#

FINANCIAL REVIEW

-- Group revenues from the owned and managed businesses for the six-month period ended 31 March 2022 were US$8.3 million (6M'21: US$7.6 million).

-- The 9% YOY increase in group revenues reflected the impact of (i) a strong recovery in Myanmar's education businesses (+115% YOY), (ii) the sustained performance of EXERA (+12% YOY) and (iii) the underperformance of Vietnam's education businesses (-17% YOY). It is worth noting that Vietnam's education businesses have further recovered, thanks to the full re-opening of Vietnam since Feb'22.

 
 
                                       Financial       Financial       Financial 
                                    Period Ended    Period Ended      Year Ended 
                                        31 March        31 March    30 September 
                                            2022            2021            2021 
                                       Unaudited       Unaudited         Audited 
                                      (6 months)      (6 months)     (12 months) 
                                             US$             US$             US$ 
 
 Owned businesses 
 Education                             5,103,702       4,567,955       8,810,457 
                                  --------------  --------------  -------------- 
 - Myanmar                             1,790,716         553,681       1,331,422 
 
   *    Vietnam                        3,312,986       4,014,274       7,479,035 
                                  --------------  --------------  -------------- 
 
 Services                              3,025,078       2,707,920       5,664,019 
 
 Total owned businesses                8,128,780       7,275,875      14,474,476 
                                  --------------  --------------  -------------- 
 
 Managed businesses 
 Education (Legacy WSE Myanmar, 
  Auston)                                184,700         365,159         497,849 
 Services (Ostello Bello)                      -           6,857          13,712 
                                  --------------  --------------  -------------- 
 Total managed businesses                184,700         372,016         511,561 
                                  --------------  --------------  -------------- 
 
 Total group revenue                   8,313,480       7,647,891      14,986,037 
                                  ==============  ==============  ============== 
 
 

RESULTS OF OPERATIONS

-- Group gross profit for the six-month period ended 31 March 2022 was US$3.2 million (6M'21: US$2.2 million), a marked increase in both absolute and relative terms (38% in 6M'22 vs. 29% in 6M'21). The notable improvement in gross profit margin was attributable to (i) the recovery of Myanmar's revenues, (ii) the shift to a more profitable product mix, (iii) positive net FX exposure and (iv) further cost efficiencies across all divisions.

-- The growth in revenue (+9% YOY) and gross profit margin (+44% YOY) was partially offset by the increase in administrative and other operating expenses (+12% YOY excluding depreciation and amortisation), primarily due to higher marketing expenses and employee welfare (e.g. extensive vaccination campaigns).

-- The Group's EBITDA loss for the six-month period ended 31 March 2022 also reduced to ca. US$0.5 million (6M'21: US$0.7 million loss). When adjusted to include the impact of the Right-of-use assets ("ROUs"), the Group's Adjusted EBITDA loss amounted to US$2.2 million (6M'21: US$2.4 million).

 
                                            Unaudited     Unaudited        Audited 
                                             6 months      6 months      12 months 
                                                ended         ended          ended 
                                             31 March      31 March   30 September 
                                                 2022          2021           2021 
                                                  US$           US$            US$ 
 
  Revenue                                   8,313,480     7,647,891     14,986,037 
  Cost of services                        (5,130,275)   (5,431,559)    (9,573,568) 
                                         ------------  ------------  ------------- 
  Gross profit                              3,183,205     2,216,332      5,412,469 
  Gross profit margin                             38%           29%            36% 
 
  Other income                                 85,052        40,080        838,183 
  Administrative and other operating 
   expenses                               (5,327,870)   (4,769,401)   (11,213,702) 
                                         ------------  ------------  ------------- 
  Loss from operations                    (2,059,613)   (2,512,989)    (4,963,050) 
  Finance cost                              (452,991)     (449,630)      (999,992) 
  Loss before income tax                  (2,512,604)   (2,962,619)    (5,963,042) 
  Income tax (expense)/credit                (82,520)        17,611        114,688 
                                         ------------  ------------  ------------- 
  Loss for after income tax               (2,595,124)   (2,945,008)    (5,848,354) 
                                         ------------  ------------  ------------- 
 
  Selected non-cash items: 
  Total depreciation of plant 
   and equipment                              205,506       246,594        419,057 
  Total amortisation of right-of-use 
   asset                                    1,350,354     1,331,375      2,560,875 
  Total amortisation of intangible 
   assets                                      28,268       113,270        113,684 
  Impairment of trade and other 
   receivables                                 18,421       103,207      1,004,384 
  Finance costs (excluding interest 
   on lease liabilities)                       86,027        93,945        243,547 
  Total interest on lease liabilities         372,105       355,685        756,445 
                                         ------------  ------------  ------------- 
                                            2,060,681     2,244,076      5,097,992 
                                         ------------  ------------  ------------- 
  Adjusted earnings before interest, 
   tax, depreciation, and amortisation 
   ("EBITDA")                               (451,923)     (718,543)      (865,050) 
                                         ============  ============  ============= 
 
  Adjusted EBITDA after impact 
   of ROUs                                (2,174,382)   (2,405,603)    (4,182,370) 
                                         ============  ============  ============= 
 
 

LIQUIDITY AND CAPITAL RESOURCES

-- As at 31 March 2022, the Group's cash and cash equivalents amounted to US$2.6 million, compared to US$2.2 million as at 30 September 2021, an increase of US$0.4 million.

-- The Group recorded positive cash flows generated from operating activities of US$1.2 million, compared to cash outflows from operating activities of US$1.1 million in 6M'21. This is mainly due to the increase in contract liabilities of US$1.3 million (6M'21: US$0.3 million) arising from strong collections from WSE Myanmar and Auston where courses are paid in advance of services being delivered over the duration of the respective courses. If repayment of leases liabilities were considered, the Group would record a manageable cash outflow from operating activities of US$0.2 million (6M'21: US$2.6 million).

-- During the six-month financial period ended 31 March 2022, the Group incurred capital expenditures of US$0.6 million (6M'21: US$0.1 million) mainly on leasehold improvements for the relocation and space optimisation of three English language centres in Vietnam and the expansion of the Auston campus in Myanmar. Such investment is expected to further enhance the Group's commercial success post COVID-19 and set it apart from its competitors.

-- The Group's Convertible Note Programme launched in November 2021, successfully generated cash subscriptions amounting to US$3.2 million (excluding transaction costs) which were utilised for working capital and partial repayment of the shareholder's loan and interests. As part of the Group's loan re-organisation with Macan, the Group repaid cash of US$1.8 million as part cash settlement of the Loan Facility 1 and full settlement of the Loan Facility 2 which terminated with effect from 31 October 2021 (6M'21: drawdown of US$1.5 million).

OTHER INFORMATION

In support of the nation's effort to achieve a higher vaccination rate in Myanmar and ensuring the well-being of its employees, the Group, on its own accord, initiated the COVID-19 vaccination programme for all eligible employees in Myanmar, and subsequently Vietnam.

As of 31 March 2022, 78% of the employees in Myanmar and Vietnam had been vaccinated and are back in the office and on the sites.

As of 31 March 2022, 96% of the total workforce (30 September 2021: 96%) are local employees in the countries where the Group operates. All employees are paid at least the local minimum wages and approximately 69% (30 September 2021: 71%) of the Group's workforce are female (excluding EXERA's security officers).

 
 
                                               31 March   30 September   31 March 
    Direct and indirect Full Time Employees        2022           2021       2021 
    ("FTEs") 
 
  Male                                              231            202        219 
  Male (EXERA's security officers)                1,514          1,580      1,478 
  Female                                            512            502        502 
                                              ---------  -------------  --------- 
  Total employees                                 2,257          2,284      2,199 
                                              =========  =============  ========= 
  Ratio of female representation 
   (excluding EXERA's security officers)            69%            71%        70% 
 
  Male                                              122            137         67 
  Male (EXERA's security officers)                  241            772        352 
  Female                                            196            241        138 
                                              ---------  -------------  --------- 
  Total new hirers (net)                            559          1,150        557 
                                              =========  =============  ========= 
  Ratio of female new hires 
   (excluding EXERA's security officers)            62%            64%        67% 
 

Direct and indirect Full Time Employees ("FTEs") marginally decreased to 2,257 (30 September 2021: 2,284) due to a slight decrease in EXERA's security officers and the hospitality segment.

CONDENSED INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the financial period from 1 October 2021 to 31 March 2022

 
                                                                        Unaudited       Unaudited 
                                                                         6 months        6 months 
                                                                            ended           ended 
                                                                         31 March        31 March 
                                                                             2022            2021 
                                                             Note             US$             US$ 
 
   Revenue                                                     4        8,313,480       7,647,891 
   Cost of services                                                   (5,130,275)     (5,431,559) 
                                                                   --------------  -------------- 
   Gross profit                                                         3,183,205       2,216,332 
   Other income                                                            85,052          40,080 
   Administrative and other operating 
    expenses                                                          (5,309,449)     (4,666,194) 
  Loss allowance on trade and other 
   receivables                                                           (18,421)       (103,207) 
                                                                   --------------  -------------- 
  Loss from operations                                                (2,059,613)     (2,512,989) 
   Finance cost                                                6        (452,991)       (449,630) 
 
   Loss before income tax                                      7      (2,512,604)     (2,962,619) 
   Income tax (expense)/credit                                 8         (82,520)          17,611 
 
   Loss for after income tax                                          (2,595,124)     (2,945,008) 
 
   Other comprehensive income: 
   Items that may be reclassified subsequently 
    to profit 
    or loss: 
   Exchange difference in translation 
    of foreign operations                                                   8,754        (37,259) 
 
      Items that will not be reclassified subsequently to 
        profit or loss: 
  Changes in fair value of equity instruments 
   at FVOCI                                                    12        (71,800)       (123,611) 
 
  Other comprehensive income for the 
   period, 
   net of tax                                                            (63,046)       (160,870) 
                                                                   --------------  -------------- 
 
  Total comprehensive income                                          (2,658,170)     (3,105,878) 
                                                                   ==============  ============== 
 
   Loss for the period attributable 
    to: 
     Owners of the Company                                            (2,549,665)     (2,885,464) 
     Non-controlling interest                                            (45,459)        (59,544) 
                                                                   --------------  -------------- 
                                                                      (2,595,124)     (2,945,008) 
                                                                   ==============  ============== 
 
   Total comprehensive income attributable 
    to: 
   Owners of the Company                                              (2,612,711)     (3,046,334) 
   Non-controlling interest                                              (45,459)        (59,544) 
                                                                   --------------  -------------- 
                                                                      (2,658,170)     (3,105,878) 
 
   Loss per share attributable to the 
    owners of the 
    Company (US$) 
 
     *    Basic and diluted (US$)                              21          (0.88)          (1.03) 
                                                                   ==============  ============== 
 

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

CONDENSED INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 31 March 2022

 
                                                   Unaudited        Audited 
                                                       As at          As at 
                                               31 March 2022   30 September 
                                                                       2021 
                                        Note             US$            US$ 
       ASSETS 
       Non-current assets 
       Plant and equipment               9         1,253,224        868,989 
       Intangible assets                 10        6,679,424      6,696,483 
       Right-of-use assets ("ROU")       11       10,109,980     10,094,291 
       Financial assets at FVOCI         12          242,325        314,125 
       Trade and other receivables       13        1,406,993        990,616 
       Total non-current assets                   19,691,946     18,964,504 
                                              --------------  ------------- 
 
       Current assets 
       Inventories                                    78,666         96,366 
       Trade and other receivables       13        1,570,166      1,390,303 
       Fixed deposits                    14           43,757        100,625 
       Cash and cash equivalents         14        2,590,581      2,165,257 
       Total current assets                        4,283,170      3,752,551 
                                              --------------  ------------- 
       Total assets                               23,975,116     22,717,055 
                                              ==============  ============= 
 
       LIABILITIES AND EQUITY 
       Liabilities 
       Non-current liabilities 
       Contract liabilities              4           880,567        607,578 
       Shareholder's loans               15        1,537,233      5,743,547 
       Convertible notes                 16        5,750,685              - 
       Lease liabilities                           7,841,210      7,911,109 
       Total non-current liabilities              16,009,695     14,262,234 
                                              --------------  ------------- 
 
       Current liabilities 
       Bank loan                         17          120,492              - 
       Trade and other payables          18        2,614,243      2,697,681 
       Contract liabilities              4         6,270,987      5,284,512 
       Lease liabilities                           2,282,475      1,860,070 
       Income tax payables                            76,841         65,730 
       Total current liabilities                  11,365,038      9,907,993 
                                              --------------  ------------- 
       Total liabilities                          27,374,733     24,170,227 
                                              --------------  ------------- 
 
       Equity 
       Share capital                     19       21,439,638     20,799,638 
       Accumulated losses                       (24,837,900)   (22,288,235) 
       Other reserves                                (1,355)         73,874 
                                              --------------  ------------- 
       Equity attributable to owners 
        of the Company                           (3,399,617)    (1,414,723) 
       Non-controlling interest          20                -       (38,449) 
                                              --------------  ------------- 
       Total equity                              (3,399,617)    (1,453,172) 
                                              --------------  ------------- 
       Total liabilities and equity               23,975,116     22,717,055 
                                              --------------  ------------- 
 
 

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

CONDENSED INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the financial period from 1 October 2021 to 31 March 2022

 
                                                                                                              Equity 
                                                        Share                 Foreign                   attributable    Non-controlling 
                                Share       Equity     option        Fair    Exchange    Accumulated              to                            Total 
                                                                    value                                  owners of 
                                                                                                                 the 
 Unaudited          Note      capital     reserves    reserve     reserve     reserve         losses         Company           interest        Equity 
 31 March 2022                    US$          US$        US$         US$         US$            US$             US$                US$           US$ 
 
 Balance as at 1 
  October 
  2021                     20,799,638    (128,362)    774,102   (448,629)   (123,237)   (22,288,235)     (1,414,723)           (38,449)   (1,453,172) 
 
 Total 
 comprehensive 
 income for the 
 financial 
 period: 
                          -----------  -----------  ---------  ----------  ----------  -------------  --------------  -----------------  ------------ 
 Loss for the 
  financial 
  period                            -            -          -           -           -    (2,549,665)     (2,549,665)           (45,459)   (2,595,124) 
 Other 
  comprehensive 
  income                            -            -          -    (71,800)       8,754              -        (63,046)                  -      (63,046) 
                          -----------  -----------  ---------  ----------  ----------  -------------  --------------  -----------------  ------------ 
                                    -            -          -    (71,800)       8,754    (2,549,665)     (2,612,711)           (45,459)   (2,658,170) 
 
 Contributions 
 by owners of the 
 Company 
 Issuance of 
  shares             19       640,000            -          -           -           -              -         640,000                  -       640,000 
 Recognition of 
  share-based 
  payments           5              -            -     71,726           -           -              -          71,726                  -        71,726 
 
 Changes in 
 ownership 
 interest in a 
 subsidiary 
 Acquisition of 
  non-controlling 
  interest           20             -     (83,909)          -           -           -              -        (83,909)             83,908           (1) 
 
 Balance as at 
  31 
  March 2022               21,439,638    (212,271)    845,828   (520,429)   (114,483)   (24,837,900)     (3,399,617)                  -   (3,399,617) 
                          -----------  -----------  ---------  ----------  ----------  -------------  --------------  -----------------  ------------ 
 
 
                                                                                                           Equity 
                                                      Share                 Foreign                  attributable    Non-controlling 
                              Share       Equity     option        Fair    Exchange    Accumulated             to                            Total 
                                                                  value                                 owners of 
                                                                                                              the 
 Unaudited        Note      capital     reserves    reserve     reserve     reserve         losses        Company           interest        Equity 
 31 March 2021                  US$          US$        US$         US$         US$            US$            US$                US$           US$ 
 
 
 Equity 
 Balance as at 
  1 
  October 
  2020                   20,553,638    (118,061)    610,737    (87,180)    (58,714)   (16,517,220)      4,383,200             28,589     4,411,789 
 
 Total 
 comprehensive 
 income for the 
 financial 
 period: 
                        -----------  -----------  ---------  ----------  ----------  -------------  -------------  -----------------  ------------ 
 Loss for the 
  financial 
  period                          -            -          -           -           -    (2,885,464)    (2,885,464)           (59,544)   (2,945,008) 
 Other 
  comprehensive 
  income                          -            -          -   (123,611)    (37,259)              -      (160,870)                  -     (160,870) 
                        -----------  -----------  ---------  ----------  ----------  -------------  -------------  -----------------  ------------ 
                                  -            -          -   (123,611)    (37,259)    (2,885,464)    (3,046,334)           (59,544)   (3,105,878) 
 
 Liquidation of 
  a subsidiary                    -     (10,301)          -           -           -         10,301              -                  -             - 
 
 Contribution 
 by 
 owners of the 
 Company 
 Recognition of 
  share-based 
  payments         5              -            -     92,440           -           -              -         92,440                  -        92,440 
 
 Balance as at 
  31 
  March 2021             20,553,638    (128,362)    703,177   (210,791)    (95,973)   (19,392,383)      1,429,306           (30,955)     1,398,351 
                        -----------  -----------  ---------  ----------  ----------  -------------  -------------  -----------------  ------------ 
 

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

CONDENSED INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS

For the financial period from 1 October 2021 to 31 March 2022

 
                                                           Unaudited     Unaudited 
                                                            6 months      6 months 
                                                               ended         ended 
                                                            31 March      31 March 
                                                                2022          2021 
                                                  Note           US$           US$ 
 
 
        Operating activities 
      Loss before income tax                             (2,512,604)   (2,962,619) 
 
      Adjustments for: 
      Interest income                                          1,355       (5,772) 
      Lease concession                             7        (80,745)     (200,000) 
      Share-based compensation                     5          71,726        92,440 
      Interest expense on lease liabilities       6, 7       372,105       355,685 
      Interest expense on loan due from 
       corporate shareholder                        6         65,342        93,945 
      Interest on convertible notes                6          20,685             - 
      Plant and equipment written off                          (100)             - 
      Depreciation of plant and equipment          9         205,506       246,594 
      Intangible assets written off                            3,011             - 
      Amortisation of intangible assets            10         28,268       113,270 
      Amortisation of right-of-use assets          11      1,350,354     1,331,375 
      Impairment loss on trade and other 
       receivables                                 13         18,421       103,207 
      Transfer of plant and equipment                          4,528             - 
       to intangible assets 
       Unrealised exchange difference                         79,815        89,534 
                                                        ------------  ------------ 
      Operating cash flows before working 
       capital 
       changes                                             (372,333)     (742,341) 
      Working capital changes: 
      Trade and other receivables                          (190,848)     (496,363) 
      Inventories                                             17,700      (76,149) 
      Contract liabilities                                 1,259,464       344,728 
      Trade and other payables                               556,562     (120,053) 
                                                        ------------  ------------ 
      Cash generated from/(used in) operations             1,270,545   (1,090,178) 
      Interest received                                      (1,355)         5,772 
      Income tax (paid)/refunded                            (71,409)        22,562 
      Net cash flows generated from/(used 
       in) 
       operating activities                                1,197,781   (1,061,844) 
                                                        ------------  ------------ 
 
      Investing activities 
      Purchase of plant and equipment              9       (594,169)      (33,663) 
      Advances to related parties                          (423,813)     (308,269) 
      Purchase of intangible assets                         (13,356)             - 
      Net cash flows used in investing 
       activities                                        (1,031,338)     (341,932) 
                                                        ------------  ------------ 
 
 
                                                      Unaudited       Unaudited 
                                                       6 months        6 months 
                                                          ended           ended 
                                                       31 March   31 March 2021 
                                                           2022 
                                             Note           US$             US$ 
 
 Financing activities 
 Acquisition of equity interest 
  from 
  non-controlling interest                     20           (1)               - 
 Fixed deposits pledged to bank               14         56,868               - 
 Proceeds from bank loan                      17        120,492               - 
 (Repayment)/drawdown of shareholder's 
  loan                                        15    (1,500,000)       1,500,000 
 Interest paid on shareholder's 
  loans                                       15      (271,656)               - 
 Proceeds from convertible notes              16      3,230,000               - 
 Principal payment for lease liabilities              (990,415)     (1,146,456) 
 Interest payment for lease liabilities               (372,105)       (355,685) 
 Net cash generated from/(used in) 
  financing activities                                  273,183         (2,141) 
                                                   ------------  -------------- 
 
 Net changes in cash and cash equivalents               439,626     (1,405,917) 
 Effect of exchange rate changes 
  on cash and cash equivalents                         (14,302)        (33,944) 
 Cash and cash equivalents at beginning 
  of financial period                                 2,165,257       3,941,413 
 
 Cash and cash equivalents at end 
  of financial period                         14      2,590,581       2,501,552 
                                                   ============  ============== 
 

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

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the financial period from 1 October 2021 to 31 March 2022

   1        CORPORATE INFORMATION 

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

The condensed interim consolidated financial statements as at and for the six-month financial period ended 31 March 2022 comprise the Company and its subsidiaries (collectively, the "Group"). The primary activities of the Company are investments and trading in Vietnam and Myanmar.

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

a) Education - Provision of English language training, kindergarten to primary school education (K-12 education), higher education, consultancy, advisory and project management services in the education sector in Myanmar and Vietnam;

b) Services - Provision of integrated security services, consultancy, advisory and project management services in the security and hospitality sectors in Myanmar; and

c) Others - Corporate services to provide management and marketing support to respective entities of the Group.

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

   1.1   BASIS OF PREPARATION 

In the current financial period, the Group changed the presentation format of its condensed interim consolidated statement of comprehensive income from classifying expenses by nature to the function in a manner consistent with the internal reporting provided to the chief operating decision maker to analyse the financial performance of the Group. Accordingly, the comparative figures for the condensed interim consolidated statement of comprehensive income for the previous financial period were re-organised to conform to the current financial period's presentation.

Direct employee benefit expenses, academic expenses, hotel related operating costs, security service costs and other directly attributable expenses of the respective businesses are included in the cost of services. This is to compute and present the gross profit of the Group, a key performance indicator of the Group.

The condensed interim consolidated financial statements as at and for the six months financial period ended 31 March 2022 have been prepared in accordance with International Accounting Standards ("IAS") 34 Interim Financial Reporting as adopted by the European Union.

The condensed consolidated interim financial statements do not include all disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with the annual report for the financial period from 1 October 2020 to 30 September 2021 ("financial period ended 2021") which have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union.

However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance of the Group since the last annual financial statements for the financial period from 1 October 2020 to 30 September 2021 which can be found on the Company's website at www.asia-strategic.com .

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

   2       SIGNIFICANT ACCOUNTING POLICIES 

The condensed financial statements have been prepared under the historical cost convention, except as disclosed in the accounting policies in the Group financial statements for the financial year ended 30 September 2021.

Changes in accounting policy

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

IFRSs issued but not yet effective

Certain new accounting standards and interpretations have been issued but are not yet effective for the current financial year ending 30 September 2022 and have not been adopted early by the Group. The Group expects that the adoption of these IFRSs, if applicable, will have no material impact on the financial statements in the period of initial application.

   3       USE OF JUDGEMENTS AND ESTIMATES 

In preparing the condensed interim financial statements, Management has made judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates.

The significant judgments made by Management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the financial period from 1 October 2021 to 30 September 2022.

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

There have been no material revisions to the nature and estimates of amounts reported in prior periods, except those necessitated by the changing circumstances of the COVID-19 pandemic and Myanmar's State of Emergency.

3.1 SIGNIFICANT EVENTS AND SUBSEQUENT EVENTS

a) Updates on Impact of Coronavirus ("COVID-19")

Vietnam

The number of new COVID-19 daily cases in Vietnam was at a manageable level in February 2022 which enabled the Government to ease COVID-19 restrictions and reopen to vaccinated international tourists in mid-March in line with other ASEAN countries. As at the date of this report, we have no knowledge of further restrictions being planned.

Myanmar

Myanmar has largely recovered from the latest surge of COVID-19 with substantially fewer cases reported and has recently reopened the country to international travel in a bid to bolster international tourism and engage with the international business communities.

In support of the country's effort to achieve a higher vaccination rate and ensuring the well-being of its employees, the Group on its own accord initiated a COVID-19 vaccination programme for all eligible employees. With employees substantially vaccinated, all Group businesses were able to operate continuously without any disruptions. This enables management to focus firmly on operational improvements, planned expansion and capitalize on any new business opportunities with sufficient preventive measures from past experiences for future disruptions arising from spikes in COVID-19.

In April 2022, through notifications and directives, the Central Bank of Myanmar ("CBM") implemented foreign exchange control measures requiring all foreign currency receipts from 4 April 2022 to be converted to Myanmar Kyat ("Kyat"), restricting conversion of foreign currencies and limiting offshore remittance. The CBM has recently announced exemptions and the relaxation of certain measures to Myanmar Investment Committee ("MIC") Permitted foreign investments, investments in Special Economic Zones, Embassies, Airlines and certain non-profit organisations.

The Group owns and operates the Yangon American International School ("Yangon American"), a Myanmar Investment Commission ("MIC") approved international school qualified for certain foreign exchange control exemptions. The Group is assessing the impact of these directives and will continue to manage its currency exposure proactively in view of the general shortage of USD in the market.

Countries within emerging Asia are navigating through the recovery of the prolonged pandemic, however the recent Russian war against Ukraine fueled new economic uncertainties and inflationary pressures globally. The Group will continuously undertake measured expansion of its existing and future businesses and maintain financial liquidity discipline.

The Group's operations in Vietnam are expected to exceed Myanmar over time, however contribution from both markets remains an important diversification strategy to mitigate the overall COVID-19 and geographical risk exposure of the Group. The Group will closely monitor the developments in Myanmar and provide regular updates to its shareholders who remain supportive of the Group's efforts and initiatives.

   b)    Exclusive agreement for Kids&Us School of English 

On 25 April 2022, the Group entered into an exclusive franchising agreement with Kids&Us English, S.L.U ("Kids&Us") for the development of English language centres for children under the brand "Kids&Us School of English" in Myanmar.

Kids&Us is a leading provider of English language education for children from as young as 1 year old and teenagers. Founded in Manresa, Barcelona, in 2003, Kids&Us has over 155,000 students across 437 schools in Spain and 90 schools internationally.

Under the terms of this exclusive franchising agreement, the Company shall pay Kids&Us (i) an initial fee of approximately EUR 100,000 (approximately US$106,044), (ii) ongoing service fees as a percentage of revenues and (iii) didactic materials based on consumption, among other fees.

The Company is planning for its first two centres in Yangon to be operational by June 2023.

   c)   Adoption of the 2022 Employee Share Options Scheme 

At the Annual General Meeting held on 4 (th) March 2022, in order to incentivise existing and new management and employees, the Company's shareholders approved a new share option scheme ("2022 ESOS"), whereby share options in respect of up to 200,000 ordinary shares in the capital of the Company may be granted to certain individuals at an exercise price of US$11.00 per share with a typical vesting schedule of 40% of the option on the first anniversary of the grant date, further 40% of the option on the second anniversary of the grant date and further 20% of the option on the third anniversary of the grant date.

   3.2   SEASONAL OPERATIONS 

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

   4          REVENUE AND SEGMENT INFORMATION 

Disaggregation of revenue

The Group has disaggregated revenue into various categories in the following table which is intended to:

-- depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors; and

   --   enable users to understand the relationship with revenue segment information provided. 
 
                                  Education                        Services                         Total 
                             Unaudited       Unaudited       Unaudited       Unaudited       Unaudited       Unaudited 
                              6 months        6 months        6 months        6 months        6 months        6 months 
                                 ended           ended           ended           ended           ended           ended 
                         31 March 2022   31 March 2021   31 March 2022   31 March 2021   31 March 2022   31 March 2021 
                                   US$             US$             US$             US$             US$             US$ 
 
         Rendering of 
          services                   -               -       3,025,078       2,707,920       3,025,078       2,707,920 
         Technical 
          support 
          services 
          and 
          new centre 
          fees                 193,625         365,159               -           6,857         193,625         372,016 
         Student fees        5,094,777       4,567,955               -               -       5,094,777       4,567,955 
                             5,288,402       4,933,114       3,025,078       2,714,777       8,313,480       7,647,891 
                        ==============  ==============  ==============  ==============  ==============  ============== 
 
         Timing of 
         transfer of 
         services 
  Point in time                  7,167               -         143,997         144,446         151,164         144,446 
  Over time                  5,281,235       4,933,114       2,881,081       2,570,331       8,162,316       7,503,445 
                        --------------  --------------  --------------  --------------  --------------  -------------- 
                             5,288,402       4,933,114       3,025,078       2,714,777       8,313,480       7,647,891 
                        ==============  ==============  ==============  ==============  ==============  ============== 
 

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

 
                                     Unaudited        Audited 
                                                        As at 
                                         As at   30 September 
                                 31 March 2022           2021 
                                           US$            US$ 
 
         Contract liabilities 
         Deferred revenue            7,151,554      5,892,090 
                                ==============  ============= 
 
   a)     Significant changes in contract liabilities are as detailed below: 
 
                                                                              Unaudited        Audited 
                                                                                                 As at 
                                                                                  As at   30 September 
                                                                          31 March 2022           2021 
                                                                                    US$            US$ 
 
              Balance at beginning                                            5,892,090      5,180,719 
              Cash received in advance of performance 
               and not 
               recognised as revenue                                          6,538,656      9,381,140 
                 Revenue recognised during the financial 
                  period/year: 
                                                                         --------------  ------------- 
 
                *    On contract liabilities at beginning of financial 
                     period/year                                            (2,462,538)    (4,566,761) 
 
                *    On cash received in advance during financial 
                     period/year                                            (2,817,330)    (4,181,407) 
                                                                         --------------  ------------- 
                                                                            (5,279,868)    (8,748,168) 
              Foreign exchange difference                                           676         78,399 
                                                                         --------------  ------------- 
              Balance at end                                                  7,151,554      5,892,090 
                                                                         ==============  ============= 
 
 
   b)    Remaining performance obligations 

Non-current deferred revenues are in respect of cash received in advance of performance which will be recognised according to the following:

(i) The Group recognised deferred revenue for new centres developed by the related party in prior years for the Education businesses and collected fees in advance of the performance obligations.

(ii) Student fees for Education business segments are generally collected 1 to 12 months (30 September 2021: same) and more than 12 months for certain students who prepaid in advance of performance with reference to the individual terms of the student contracts.

Deferred revenue from student fees are recognised over the duration of the respective courses and the remaining contract period ranging from 1 to 6.5 (30 September 2021: 1 to 7) years.

 
  1 October 2021                           Education         Services            Others            Total 
  to 31 March 2022                               US$              US$               US$              US$ 
 
   Revenue                                 5,288,402        3,025,078                 -        8,313,480 
   Cost of services                   (3,131,494)(*)   (1,998,781)(*)                 -      (5,130,275) 
                                     ---------------  ---------------  ----------------  --------------- 
   Gross profit                            2,156,908        1,026,297                 -        3,183,205 
   Other income                               79,981              341             4,730           85,052 
  Administrative and other 
   operating expenses                    (4,226,923)        (586,113)     (514,834)(**)      (5,327,870) 
                                     ---------------  ---------------  ----------------  --------------- 
  (Loss)/profit from operations          (1,990,034)          440,525         (510,104)      (2,059,613) 
   Finance cost                            (335,741)         (31,223)          (86,027)        (452,991) 
   Segment (loss)/profit                 (2,325,775)          409,302         (596,131)      (2,512,604) 
   Income tax expense                              -         (82,520)                 -         (82,520) 
                                     ---------------  ---------------  ----------------  --------------- 
   (Loss)/profit after 
    income tax                           (2,325,775)          326,782         (596,131)      (2,595,124) 
 
   Other non-cash items: 
                                     ---------------  ---------------  ----------------  --------------- 
   Total depreciation of 
    plant and equipment                      188,249           16,732               525          205,506 
   Total amortisation of 
    right-of-use asset                     1,238,017          112,337                 -        1,350,354 
   Total amortisation of 
    intangible assets                         28,101              167                 -           28,268 
   Impairment of trade 
    and other receivables                          -           18,421                 -           18,421 
   Finance costs (excluding 
    interest on lease liabilities)                 -                -            86,027           86,027 
   Total interest on lease 
    liabilities                              335,741           36,364                 -          372,105 
                                     ---------------  ---------------  ----------------  --------------- 
                                           1,790,108          184,021            86,552        2,060,681 
 
   Adjusted earnings before 
    interest, tax, depreciation, 
    and amortisation                       (535,667)          593,323         (509,579)        (451,923) 
 
   Reportable segment 
    assets 
    as at 31 March 2022                   20,964,082        2,376,447           392,262       23,732,791 
  Investment in FVOCI                              -                -           242,325          242,325 
  Total Group's assets                                                                        23,975,116 
                                     ===============  ===============  ================  =============== 
 
   Included in the segment 
    assets: 
  Additions: 
  Plant and equipment                        580,871           13,298                 -          594,169 
  Right-of-use assets                      1,425,137                -                 -        1,425,137 
                                     ===============  ===============  ================  =============== 
 
   Reportable segment 
    liabilities 
    as at 31 March 2022                 (18,667,934)      (1,292,549)       (7,414,250)     (27,374,733) 
 
 

* Cost of services from "Education" and "Services" segments comprise mainly employee benefits expenses amounting to US$1,874,606 and US$1,747,784, respectively for the financial period ended 31 March 2022.

** Other operating expenses from the "Others" segment comprise mainly employee benefit expenses of US$300,355 for the financial period ended 31 March 2022.

 
  1 October 2020                           Education         Services            Others            Total 
  to 31 March 2021                               US$              US$               US$              US$ 
 
   Revenue                                 4,933,114        2,714,777                 -        7,647,891 
   Cost of services                   (3,303,520)(*)   (2,128,039)(*)                 -      (5,431,559) 
                                     ---------------  ---------------  ----------------  --------------- 
   Gross profit                            1,629,594          586,738                 -        2,216,332 
   Other income                               32,754            4,050             3,276           40,080 
   Administrative and 
    other operating expenses             (3,187,326)        (891,299)     (690,776)(**)      (4,769,401) 
                                     ---------------  ---------------  ----------------  --------------- 
   Loss from operations                  (1,524,978)        (300,511)         (687,500)      (2,512,989) 
   Finance cost                            (338,745)         (16,940)          (93,945)        (449,630) 
   Segment (loss)/profit                 (1,863,723)        (317,451)         (781,445)      (2,962,619) 
   Income tax benefit                          7,176           10,435                 -           17,611 
                                     ---------------  ---------------  ----------------  --------------- 
   (Loss)/profit after 
    income tax                           (1,856,547)        (307,016)         (781,445)      (2,945,008) 
 
   Other non-cash items: 
                                     ---------------  ---------------  ----------------  --------------- 
   Total depreciation 
    of plant and equipment                   230,457           15,734               403          246,594 
   Total amortisation 
    of right-of-use asset                  1,250,985           80,390                 -        1,331,375 
   Total amortisation 
    of intangible assets                           -           70,160            43,110          113,270 
   Impairment of trade 
    and other receivables                    103,207                -                 -          103,207 
   Finance costs (excluding 
    interest on lease liabilities)                 -                -            93,945           93,945 
   Total interest on lease 
    liabilities                              338,745           16,940                 -          355,685 
                                     ---------------  ---------------  ----------------  --------------- 
                                           1,923,394          183,224           137,458        2,244,076 
 
   Adjusted earnings 
    before interest, tax, 
    depreciation, and amortisation            59,671        (134,227)         (643,987)        (718,543) 
 
   Reportable segment 
    assets 
    as at 31 March 2021                   20,146,346        3,956,113         1,057,939       25,160,398 
  Investment in FVOCI                              -                -           551,963          551,963 
  Total Group's assets                                                                        25,712,361 
                                     ===============  ===============  ================  =============== 
 
   Included in the segment 
    assets: 
  Additions: 
  Right-of-use assets                      3,088,394          354,304                 -        3,442,698 
                                     ===============  ===============  ================  =============== 
 
   Reportable segment 
    liabilities 
    as at 31 March 2021                 (17,432,877)      (1,338,537)       (5,324,673)     (24,096,087) 
  Deferred tax liabilities                 (214,445)          (3,478)                 -        (217,923) 
  Total Group's liabilities                                                                 (24,314,010) 
 
 

* Cost of services from "Education" and "Services" segments comprise mainly employee benefits expenses amounting to US$2,294,150 and US$1,797,508, respectively for the 6M'21.

** Other operating expenses from the "Others" segment comprise mainly employee benefit expenses of US$447,475 for the 6M'21.

Geographical information

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

 
                                            Unaudited      Unaudited 
                                             6 months       6 months 
                                                ended          ended 
                                        31 March 2022  31 March 2021 
                                                  US$            US$ 
 
          Revenue 
          Vietnam                           3,312,986      4,014,274 
          Myanmar                           5,000,494      3,633,617 
                                            8,313,480      7,647,891 
                                       ==============  ============= 
 
                                            Unaudited        Audited 
                                                As at          As at 
                                        31 March 2022   30 September 
                                                                2021 
                                                  US$            US$ 
 
          Segment non-current assets 
          Vietnam                          12,044,048        9,643,022 
          Myanmar                           5,996,584        8,015,138 
          Singapore                             1,996            1,603 
                                           18,042,628       17,659,763 
                                       ==============  =============== 
 

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

   5          EMPLOYEE BENEFIT EXPENSES 
 
                                                            Unaudited       Unaudited 
                                                             6 months        6 months 
                                                                ended           ended 
                                                             31 March   31 March 2021 
                                                                 2022 
                                                                  US$             US$ 
 
     Wages, salaries and allowances *                       5,192,705       5,664,586 
     Contributions to defined contribution 
      plans                                                    61,486          62,656 
     Share-based compensation                                  71,726          92,440 
     Termination benefits                                      35,806          35,407 
     Staff insurance and medical expenses                     125,750         113,234 
     Staff accommodation and welfares                         145,367         194,106 
     Others                                                    25,462          40,317 
                                                            5,658,302       6,202,746 
                                                           ==========  ============== 
 
      Total employee benefit expenses comprised: 
 
        *    Cost of services                               3,622,390       4,091,658 
 
        *    Administrative and other operating expenses    2,035,912       2,111,088 
                                                           ----------  -------------- 
                                                            5,658,302       6,202,746 
                                                           ==========  ============== 
 
 

*Included in these expenses are Director's fees and remuneration.

   6              FINANCE COST 
 
                                            Unaudited      Unaudited 
                                             6 months       6 months 
                                                ended          ended 
                                        31 March 2022  31 March 2021 
                                                  US$            US$ 
 
       Interest expenses: 
 
         *    Convertible notes                20,685              - 
 
  *    Lease liabilities                      366,964        355,685 
 
         *    Loan from a shareholder          65,342         93,945 
                                        -------------  ------------- 
                                              452,991        449,630 
                                        =============  ============= 
 
   7            LOSS BEFORE INCOME TAX 

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

 
                                            Unaudited       Unaudited 
                                             6 months        6 months 
                                                ended           ended 
                                             31 March   31 March 2021 
                                                 2022 
                                                  US$             US$ 
 
     Cost of services: 
     Academic expenses                        567,799         223,878 
     Student enrolment and support fees       214,755          61,705 
     Bank charges on student instalment 
      plans                                   165,204         182,931 
     Depreciation expense                     104,278         181,855 
     Security service expense                  81,276         134,790 
     Hotel related operating expenses          79,581         152,611 
     Amortisation of right-of-use assets       58,522               - 
     Amortisation of intangible assets         17,679          56,898 
     Interest on lease liabilities              5,141               - 
 
     Administrative and other operating 
      expenses: 
     Amortisation of right-of-use assets    1,291,832       1,331,375 
     Marketing expenses                       857,522         534,119 
     Professional fees                        322,316         412,878 
     Depreciation expense                     101,228          64,739 
     Travelling expenses                       81,296          50,999 
     Lease expenses on: 
 
       *    Short term lease expense          124,525         114,728 
 
       *    Lease concession (1)             (80,745)       (200,000) 
     Amortisation of intangible assets         10,589          56,372 
 
 

(1) The variable lease payments are related to additional rent concessions received from landlord due to the COVID-19 pandemic.

   8          INCOME TAX EXPENSE 

The corporate income tax rate applicable to the Company and its subsidiaries in Singapore is at 17% ( 6M'21 : 17%). The Group has significant operations in Myanmar and Vietnam, for which the corporate income tax rate applicable are 22% ( 6M'21: 25%) and 20% ( 6M'21 : 20%), respectively.

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

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

 
                                                                            Unaudited      Unaudited 
                                                                             6 months       6 months 
                                                                                ended          ended 
                                                                        31 March 2022  31 March 2021 
                                                                                  US$            US$ 
         Current income tax 
 
           *    Current year tax                                             (82,520)              - 
 
           *    Under provision in respect of prior financial periods               -       (10,197) 
 
         Deferred income tax 
 
           *    current financial period                                            -         27,808 
         Total income tax credit recognised in 
          profit or loss                                                     (82,520)         17,611 
                                                                        =============  ============= 
 
   9          PLANT AND EQUIPMENT 

During the six-month financial period ended 31 March 2022, the movements in the net carrying amount of plant and equipment are summarised below.

 
                                              Unaudited       Unaudited 
                                               6 months        6 months 
                                                  ended           ended 
                                               31 March   31 March 2021 
                                                   2022 
                                                    US$             US$ 
  Purchase of plant and equipment 
                                             ----------  -------------- 
 
     *    Computers and books                   125,122           8,563 
 
     *    Furniture and fittings                 14,663           9,855 
 
     *    Leasehold improvements                  2,921           4,080 
 
     *    Construction-in-progress              451,463          11,165 
                                             ----------  -------------- 
                                                594,169          33,663 
  Depreciation for the six-month financial 
   period                                     (205,506)       (246,594) 
                                             ==========  ============== 
 

Construction-in-progress mainly relates to leasehold improvements for three English language centres in Vietnam and the Auston campus in Myanmar, respectively.

   10        INTANGIBLE ASSETS 

For presentation purposes, the carrying amounts of goodwill (excluding computer software/license) are allocated to the respective CGU have been group to the following segments:

 
                                                  Education                         Security services 
                                       Myanmar                Vietnam                    Myanmar 
                                 31                       31          30            31 
                              March  30 September      March   September         March    30 September 
                               2022          2021       2022        2021          2022            2021 
                                US$           US$        US$         US$           US$             US$ 
 
         Goodwill                 -             -  4,938,217   4,937,416     1,438,990       1,438,990 
         Area development 
          and 
          centre fees       106,668       114,168    172,207     177,300             -               - 
 
 

As at reporting date, there are no new additions in intangible assets except for purchase of computer software license. Amortisation for the six months financial period ended 31 March 2022 amounted to US$28,268 (6M'21: US$113,270).

   11        RIGHTS-OF-USE ASSETS 

During the six months financial period ended 31 March 2022, the movements in the net carrying amount of rights-of-use assets are summarised below.

 
                                               Unaudited         Audited 
                                                   As at           As at 
                                                31 March    30 September 
                                                    2022            2021 
                                                     US$             US$ 
 
 
  Additions for the year                       1,425,137       3,541,687 
  Amortisation for the 6 months financial 
   period                                    (1,350,354)     (1,331,375) 
                                            ============  ============== 
 
   12      FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME ("FVOCI") 
 
                                                             Unaudited        Audited 
                                                                 As at          As at 
                                                         31 March 2022   30 September 
                                                                                 2021 
                                                                   US$            US$ 
 
         Balance at beginning                                  314,125        675,574 
         Fair value recognised in other comprehensive 
          income                                              (71,800)      (361,449) 
         Balance at end                                        242,325        314,125 
                                                        ==============  ============= 
 

Details of the investment is as follows:

 
  Quoted equity instrument 
         - London Stock Exchange (AIM)   242,325  314,125 
                                         =======  ======= 
 

The Group designated investment as quoted equity security to be measured at FVOCI as at reporting date. The Group intends to hold investment for long-term appreciation in value as well as strategic investment purposes.

The investment in listed equity instrument has no fixed maturity date nor coupon rate. The fair value of the equity instrument is based on quoted bid market price on the last market date of the reporting date (Level 1).

The FVOCI are denominated in United States dollar as at reporting date.

   13     TRADE AND OTHER RECEIVABLES 
 
                                                            Unaudited        Audited 
                                                                As at          As at 
                                                        31 March 2022   30 September 
                                                                                2021 
                                                                  US$            US$ 
         Current 
         Trade receivables 
         Third parties                                        775,701        741,036 
         Accrued receivables                                   39,658         75,554 
         Related party (Note 23)                              907,930      1,042,614 
         Less: Loss allowances                              (926,352)      (989,688) 
                                                       --------------  ------------- 
         Total trade receivables                              796,937        869,516 
 
         Third parties(ii)                                    280,327        280,327 
         Less: Loss allowances                              (280,327)      (280,327) 
                                                       --------------  ------------- 
                                                                    -              - 
 
         Advances                                               6,135          3,743 
         Sundry receivables                                         -         39,465 
         Rental deposits                                       72,390         75,642 
         Prepayments for enrolment and support fees           361,013        229,250 
         Other prepayments                                    333,691        172,687 
                                                       --------------  ------------- 
         Total other receivables                              773,229        520,787 
         Total trade and other receivables (current)        1,570,166      1,390,303 
                                                       --------------  ------------- 
 
         Non-current 
         Rental deposits                                      429,712        442,609 
         Prepayments for enrolment and support fees            49,498         44,037 
         Related party (Note 23)                            4,419,976      3,914,406 
         Less: Loss allowances                            (3,492,193)    (3,410,436) 
                                                       --------------  ------------- 
         Total other receivables (non-current)              1,406,993        990,616 
                                                       --------------  ------------- 
 
         Total trade and other receivables                  2,977,159      2,380,919 
         Less: Prepayments                                  (744,202)      (445,974) 
         Less: Advances                                       (6,135)        (3,743) 
         Add: Cash and cash equivalents and fixed 
          deposits (Note 14)                                2,634,338      2,265,882 
         Financial assets at amortised costs                4,861,160      4,197,084 
                                                       ==============  ============= 
 

Trade and other receivables

Trade receivables are non-interest bearing and are generally on 15 to 60 (30 September 2021: 15 to 60) days credit term. They are measured at their original invoice amounts which represent their fair value on initial recognition.

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

Expected credit loss allowances

   i)         Amount due from a related party 

In the previous financial year, loss allowances of US$1,004,384 were made on the trade and non-trade amounts due from a related party in respect of payments made on behalf and advances for the operation of the managed language centres and Engineering college in Myanmar. The loss allowance made was based on the financial information of the related party and the expected repayments from the provision of property management services to the Group over a period of 8 (30 September 2021: 9) years.

No additional allowance for impairment was made on the amount due from a related party in the current financial period.

   ii)        Amount due from third parties - hostels 

In prior years, allowance for impairment of receivables from third parties of US$280,327 was made in respect of advances to the owners of the hostels under management as two of the hostels under management experienced continuous losses and recoverability is in doubt.

The Group may commit to provide annual or monthly advances to the owners of the managed hostels pursuant to each operation and management agreement. If the managed hostels do not meet the agreed performance measures, such advances are recognised as hostel related operating expenses in the profit or loss.

No additional allowance for impairment was made on the amount due from third parties in the current financial period.

   iii)       Amount due from third-parties 

In the current financial period, loss allowance of US$18,421 were made on the current third-party trade receivables as the likelihood of recovery is in doubt.

   14     CASH AND CASH EQUIVALENTS AND FIXED DEPOSITS 

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

 
                                                       Unaudited             Audited 
                                                           As at               As at 
                                                   31 March 2022   30 September 2021 
                                                             US$                 US$ 
 
         Fixed deposits                                   43,757             100,625 
         Cash and bank balances and on hand            2,590,581           2,165,257 
         Total                                         2,634,338           2,265,882 
         Less: pledged fixed deposits                   (43,757)           (100,625) 
         Cash and cash equivalents for the 
          purpose of the consolidated statement 
          of cash flows                                2,590,581           2,165,257 
                                                  ==============  ================== 
 

Cash at bank earns interest at floating rates based on daily bank deposit rates. Fixed deposits placed are for a period of up to 365 (30 September 2021: ranging from 30 to 365) days and bears interest of 5.4% (30 September 2021: ranging from 4.6% to 5.4%) per annum. The entire fixed deposits were pledged to a Vietnam bank as security for credit facility and represented restricted cash.

Cash and cash equivalents and fixed deposits are denominated in the following currencies:

 
                                     Unaudited             Audited 
                                         As at               As at 
                                 31 March 2022   30 September 2021 
                                           US$                 US$ 
 
         United States dollar        1,156,491           1,111,559 
         Myanmar Kyat                1,051,026             667,072 
         Vietnamese Dong               343,473             430,555 
         Singapore dollar               82,866              56,181 
         Euro                              482                 515 
                                --------------  ------------------ 
                                     2,634,338           2,265,882 
                                ==============  ================== 
 
   15     SHAREHOLDER'S LOANS (UNSECURED) 

Changes in shareholder's loan balances ( interest and principal) arising from financing activities:

 
                                                     Non-cash  Non-cash 
                                                      changes   changes 
                              As at                                          As at 
                          1 October    Repayment   Conversion  Interest   31 March 
                               2021      of loan      of loan   expense       2022 
         Group                  US$          US$          US$       US$        US$ 
 
         Facility 1(a)    3,151,576  (1,666,944)            -    52,601  1,537,233 
         Facility 2(b)    2,591,971    (104,712)  (2,500,000)    12,741          - 
                         ----------  -----------  -----------  --------  --------- 
                          5,743,547  (1,771,656)  (2,500,000)    65,342  1,537,233 
                         ==========  ===========  ===========  ========  ========= 
 
 
                                                           Non-cash 
                                                            changes 
                              As at                                          As at 
                          1 October   Drawdown  Repayment  Interest   30 September 
                               2020    of loan    of loan   expense           2021 
         Group                  US$        US$        US$       US$            US$ 
 
         Facility 1(a)    2,188,124  1,000,000  (188,124)   151,576      3,151,576 
         Facility 2(b)    1,030,083  1,500,000   (30,083)    91,971      2,591,971 
                          3,218,207  2,500,000  (218,207)   243,547      5,743,547 
                         ==========  =========  =========  ========  ============= 
 
   (a)      Loan Facility 1 

On 1 July 2019, the Group secured a loan facility of up to US$3,000,000 with its shareholder, Macan ("Loan Facility 1"). On 1 November 2021, the Group had repaid outstanding principal loan amounting to US$1,500,000. Accordingly, the Group has a remaining unutilised credit facility of US$1,500,000 as at 31 March 2022.

   (b)      Loan Facility 2 

On 23 March 2020, the shareholder, Macan granted the Group an additional loan facility of up to US$4,000,000 ("Loan Facility 2").

On 20 October 2021, the Company entered into a loan re-organisation with the Company's shareholder, Macan for the following:

i) Subscribed a total amount of US$3,500,000 Zero Coupon Convertible Notes (Note 16) of the Company satisfied through cash consideration of US$1,000,000 and the conversion of Macan's Loan Facility 2 amounting to US$2,500,000; and

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

These Loan Facilities bear semi-annual interest at 6% (30 September 2021: 6%) per annum and are repayable on demand in full with all accrued interest or no later than 30 June 2024. As at reporting date, the shareholder has indicated that it will not demand repayment within the next 12 months from the date of the audited financial statements of the Group for the financial year ended 30 September 2022.

   16     CONVERTIBLE NOTES 

The salient features of the convertible loans are as follows:

 
 Type                Zero-Coupon Convertible         10% Coupon Convertible 
                      Note                            Note 
 Tenure              Up to 3 years                   Up to 3 years 
                    ------------------------------  ---------------------------------- 
 Maturity            30 October 2024                 30 October 2024 
                    ------------------------------  ---------------------------------- 
 Coupon              Zero-coupon                     10% annual 
                    ------------------------------  ---------------------------------- 
 Discount            Between 2.0% and 20.5%          10% vs. subscription price 
                      based on conversion schedule    for a Qualifying Event 
                    ------------------------------  ---------------------------------- 
 Floor conversion    US$11.9 per share (based        US$15.0 per share 
  price               on the maximum discount 
                      listed above) 
                    ------------------------------  ---------------------------------- 
 Qualifying event    Share issuance in excess        Share issuance in excess 
                      of                              of 
                      US$5 million                    US$5 million 
                    ------------------------------  ---------------------------------- 
 Use of proceeds     Development of business         Development of business 
                      Working capital                 Working capital 
                    ------------------------------  ---------------------------------- 
 Limitation to       Max. 50% of the proceeds        Max. 50% of the proceeds 
  use of proceeds     for activities in Myanmar       for activities in Myanmar 
                    ------------------------------  ---------------------------------- 
 Rank                Pari passu to all present       Pari passu to all present 
                      and future unsecured            and future unsecured obligations 
                      obligations 
                    ------------------------------  ---------------------------------- 
 Principal amount    US$5.23 million                 US$0.50 million 
  in issuance as 
  at 31 March 2022 
                    ------------------------------  ---------------------------------- 
 

Convertible Notes with conversion option are accounted for as financial liabilities with an embedded equity conversion derivative based on the terms of the contract. On issuance of Convertible Notes, the embedded option is recognised at its fair value as derivative liability with subsequent changes in fair value recognised in profit or loss. The remaining proceeds are allocated to the liability component that are carried at amortised cost until the liability is extinguished on conversion or redemption. When an equity conversion option is exercised, the carrying amounts of the liability component and the equity conversion option are derecognised with a corresponding recognition of share capital.

On 4 November 2021, the Group launched a Convertible Note Programme to raise up to US$10 million over a six-month period for working capital and future investments. The convertible note ("CN") holders have an option to subscribe to either (i) a 10% coupon option ("10% Coupon Convertible Note") or (ii) a zero-coupon option ("Zero Coupon Convertible Note").

As at reporting date, the Group's existing shareholders have subscribed to CN amounting to US$5,730,000 comprising:

(i) Zero-Coupon Convertible Notes of US$5,230,000 (including subscription of Macan amounting to US$2,500,000 as detailed in Note 15 of the financial statements); and

(ii) 10% Coupon Convertible Notes amounting to US$500,000.

Convertible loans are denominated in United States dollar.

   17     BANK LOAN (UNSECURED) 

On 25 January 2022, the Group secured a short-term interest free bank loan from a third-party bank, the Vietnam Bank for Social Policies, amounting to VND901,680,000 (US$120,492). The loan is repayable 11 months from the date of disbursement of the loan and any overdue balances bears interest of 12% per annum.

   18     TRADE AND OTHER PAYABLES 
 
                                                           Unaudited        Audited 
                                                               As at          As at 
                                                       31 March 2022   30 September 
                                                                               2021 
                                                                 US$            US$ 
         Trade payables 
         Third parties                                       632,166        624,725 
         Accrued enrolment expenses                          145,323         55,563 
                                                      --------------  ------------- 
         Total trade payables                                777,489        680,288 
                                                      --------------  ------------- 
 
         Other payables 
         Third parties                                        52,961         18,429 
         Related party                                             -         18,512 
         Accruals - others                                 1,195,064      1,060,038 
         Accruals - staff bonus                               96,335        769,195 
         Refundable deposits from customers                  480,436        131,293 
         Sales tax                                            11,958         19,926 
         Total other payables                              1,836,754      2,017,393 
                                                      --------------  ------------- 
 
         Total trade and other payables                    2,614,243      2,697,681 
         Add: Shareholder's loan (Note 15)                 1,537,233      5,743,547 
         Add: Convertible notes (Note 16)                  5,750,685              - 
         Add: Bank loan (Note 17)                            120,492              - 
         Add: Lease liabilities                           10,123,685      9,771,179 
         Less: Sales tax                                  ( 11,958 )       (19,926) 
                                                      --------------  ------------- 
         Financial liabilities carried at amortised 
          cost                                            20,134,380     18,192,481 
                                                      ==============  ============= 
 

Trade amounts due to third parties are unsecured, non-interest bearing and are on a 15 to 60 (30 September 2021: 15 to 60) days credit term.

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

   19     SHARE CAPITAL 
 
                              Unaudited         Audited      Unaudited         Audited 
                                  As at           As at          As at           As at 
                               31 March    30 September       31 March    30 September 
                                   2022            2021           2022            2021 
                                  Number of shares                 US$             US$ 
 Issued and fully paid 
   ordinary shares: 
  Ordinary shares 
 At beginning of financial 
  period/year                 2,845,920       2,804,920     20,799,638      20,553,638 
 Shares issued during 
  the 
  financial period               80,000          41,000        640,000         246,000 
 At end of financial 
  period                      2,925,920       2,845,920     21,439,638      20,799,638 
                             ==========  ==============  =============  ============== 
 
 

On 10 December 2021, the Company issued 80,000 ordinary shares at US$8 per share (being the closing bid price of the Company's ordinary shares as at 10 December 2021) in lieu of payment for accrued employee bonus of US$640,000, in respect of employment services rendered for the previous financial period to certain key management personnel as detailed in Note 5 to the financial statements.

In the previous financial year, on 24 June 2021, the Company issued 41,000 ordinary shares at US$6 per share (being the closing bid price of the Company's ordinary shares as at date of issuance) in lieu of payment for accrued employee bonus of US$246,000, in respect of employment services rendered for the previous financial period to certain key management personnel as detailed in Note 6 to the financial statements.

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

The Company did not declare any dividend in respect of the financial period from 1 October 2021 to 31 March 2022 and financial period from 1 October 2020 to 30 September 2021.

   20     NON-CONTROLLING INTEREST 

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

The following table shows the effect of changes in the Group's ownership interest that did not result in loss of control, on the equity attributable to owners of the Company:

 
                                                                         Unaudited 
                                                                             As at 
                                                                     31 March 2022 
                                                                               US$ 
 
       Amount paid on changes in ownership interest in subsidiary                1 
       Non-controlling interest comprising of net liabilities 
        acquired                                                            83,908 
       Total amount recognised in equity reserves                           83,909 
 
   21     LOSS PER SHARE 

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

 
                                                          Unaudited      Unaudited 
                                                           6 months       6 months 
                                                              ended          ended 
                                                      31 March 2022  31 March 2021 
 
         Numerator 
         Loss for the financial period attributable 
          to the 
           owners of the parent (US$)                   (2,549,665)    (2,885,464) 
 
         Denominator 
         Weighted average number of ordinary shares 
          for the 
           purposes of basic and diluted loss per 
            share                                         2,895,319      2,804,920 
 
         Loss per share (US$) 
         Basic and diluted                                   (0.88)         (1.03) 
 
 

In the current financial period and previous financial period, diluted loss per share is the same as the basic loss per share because the dilutive potential ordinary shares to be exercised are anti-dilutive as the effect of the shares' conversion would be to decrease the loss per share.

   22     COMMITMENTS 

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

 
                                      Unaudited  Unaudited 
                                       6 months   6 months 
                                          ended      ended 
                                  31 March 2022   31 March 
                                                      2021 
                                            US$        US$ 
 
 
Capital expenditures contracted 
 but not provided for: 
- Property, plant and equipment         115,000          - 
 
 
   23     SIGNIFICANT RELATED PARTY TRANSACTIONS 

During the financial period, in addition to the information disclosed elsewhere in these financial statements, the Group entered into the following significant transactions with related parties at rates and terms agreed between the parties:

 
                                                   Unaudited      Unaudited 
                                                    6 months       6 months 
                                                       ended          ended 
                                               31 March 2022  31 March 2021 
                                                         US$            US$ 
 
       With related parties*: 
 
         *    Management fees                         63,881              - 
 
         *    Technical support service fees         120,820        361,409 
 
            With a Director of the 
             subsidiaries: 
 
         *    Professional fees                       54,000         54,000 
 

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

   24     FAIR VALUE MEASUREMENT 

Financial instruments and measurements

Financial instruments not measured at fair value

Financial instruments not measured at fair value includes cash and cash equivalents and fixed deposits, current trade and other receivables (excluding prepayments and advances), long term rental deposits (current) and trade and other payables. Due to their short-term nature, the carrying amount of these current financial assets and financial liabilities measured at amortised costs approximate their fair value.

The carrying amounts of the non-current loans due to a shareholder and liability component of the convertible notes approximates their fair values as the fixed interest rate approximates market interest rates for such liabilities.

The carrying amounts of the non-current liability component of the convertible notes approximates their fair values as the fixed interest rate approximates market interest rates for such liabilities.

The non-current receivables due from a related party (Note 13) amounting to US$927,783 (30 September 2021: US$503,970) has an estimated fair value of US$927,783 (30 September 2021: US$318,328), is measured according to Level 2 of the fair valuation hierarchy. The fair value of the amount due from a related party is determined based on discounted cash flow method, taking into consideration the estimated duration required for the related party to repay and the market interest rate used for discounting to present value.

Financial instruments measured at fair value

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

There were no transfers between levels during the financial period.

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

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