TIDMAWLP
FOR IMMEDIATE RELEASE 9
October 2018
Asia Wealth Group Holdings Limited
("Asia Wealth", the "Group" or the "Company")
UNAUDITED INTERIM RESULTS
FOR THE SIX MONTHSED 31 AUGUST 2018
The Board is pleased to report the unaudited interim results of Asia Wealth for
the period from 1 March 2018 to 31 August 2018. The accounts have been prepared
under IFRS and will shortly be available via the Company's website,
www.asiawealthgroup.com.
Chairman's Statement
Financial Highlights
The highlights for the six months ended 31 August 2018 include:
* Consolidated revenue of US$1,240,960 (2017: US$1,146,815)
* Gross profit for Meyer Group of US$541,350 (representing a gross margin of
44%) (2017: US$433,858 and 38%)
* Cash at bank and on hand of approximately US$1.4m at 31 August 2018 (2017:
$1.2m).
The Group reports a profit after tax of approximately US$0.066 million on sales
of US$1.241 million for the six months ended 31 August 2018. These sales were
generated by the Company's wholly owned subsidiary, Meyer Asset Management
Ltd., BVI. This improvement in profitability was principally caused by revenue
increase.
Cash balance has increased by US$40,978 and net assets by US$62,776,
respectively, since 1st March 2018.
The Board is continuing to forge new revenue generating relationships, as well
as expanding revenue creating opportunities, in both new and existing avenues.
We continue to seek alliances and partnerships with firms in the same and new
sectors.
Asia Wealth continues to seek investment opportunities in the Asia region and
is currently engaged in multiple discussions on various potential
acquisitions. The Directors continue to run the business in a cost-effective
manner.
The accounts have not been audited or reviewed by the Company's auditors.
The Directors of the Company accept responsibility for the content of this
announcement.
Richard Cayne
Executive Chairman
Contacts:
Richard Cayne (Executive Chairman)
Asia Wealth Group Holdings Limited, +66 2 2611 2561
www.asiawealthgroup.com
Guy Miller (Corporate Advisers)
Peterhouse Capital Limited, +44 20 7220 9795
EXTRACTS ARE SET OUT BELOW:
ASIA WEALTH GROUP HOLDINGS LIMITED
Consolidated Statement of Financial Position
At 31 August 2018
All amounts stated in U.S. Dollars
Note 31-Aug-18 31-Aug-17
Non-current assets
Fixed assets 3 18,591 26,813
Investment in property 4 373,981 389,135
392,572 415,948
Current assets
Cash and cash equivalents 1,387,633 1,168,212
Trade receivables 201,902 241,404
Loans and other receivables 94,970 115,348
Due from related party - 18,619
Prepayments and other assets 97,047 105,550
Available-for-sale investment 318,162 359,926
2,099,714 2,009,059
Total assets $ 2,492,286 $ 2,425,007
Equity
Share capital 5 913,496 913,496
Share-based payment reserve 6 - -
Consolidation reserve 405,997 405,997
Translation reserve 25,839 1,512
Accumulated deficit (70,068) (127,339)
Total equity 1,275,264 1,193,666
Non-current liabilities
Liabilities under finance lease 7 4,485 13,267
agreement
Current liabilities
Trade payables 1,136,351 1,115,220
Due to related parties 1,177 29,082
Liabilities under finance lease 7 8,970 8,845
agreement
Deferred revenue 2,609 2,572
Other payables and accrued expenses 63,430 62,355
1,212,537 1,218,074
Total liabilities 1,217,022 1,231,341
Total equity and liabilities $ 2,492,286 $ 2,425,007
ASIA WEALTH GROUP HOLDINGS LIMITED
Consolidated Statement of Comprehensive Income
For the half year ended 31 August 2018
All amounts stated in U.S. Dollars
Note Mar - Aug Mar - Aug
2018 2017
Revenue 1,240,960 1,146,815
Expenses
Commission 685,743 695,430
Professional fees 141,863 138,923
Wages and salaries 20,423 13,392
Directors' fees 8 146,607 101,478
Impairment expense 5,372 -
Travel and entertainment 33,625 27,591
Office expenses 21,117 22,186
Rent 8,518 8,252
Marketing expenses 4,029 5,637
Communication 2,352 2,311
Depreciation 3,4 16,575 16,196
Bank charges 5,778 4,975
Sundry expenses 10,594 16,015
1,102,596 1,052,386
Net profit/(loss) from operations 138,364 94,429
Other income/(expense)
Foreign exchange gain/(loss) (72,477) 63,924
Interest Income 199 4,812
Investment income - -
(72,278) 68,736
Net profit/(loss) before finance 66,086 163,165
cost
Finance cost
Interest expense (424) (721)
Net profit/(loss) before taxation 65,662 162,444
Taxation 9 - -
Total comprehensive income (loss) $ 65,662 $ 162,444
ASIA WEALTH GROUP HOLDINGS LIMITED
Consolidated Statement of Changes in Equity
For the half year ended 31 August 2018
All amounts stated in U.S. Dollars
31-Aug-18
Share Capital Share-based Consolidation Translation Retained Non-Controlling Equity
Payment Reserve Reserve Earnings interest
Reserve
Number US$
Balances at beginning of 1 11,433,433 913,496 - 405,997 28,725 (135,730) - 1,212,488
Mar 2018
Translation differences - - - - (2,886) - - (2,886)
Total comprehensive income - - - - - 65,662 - 65,662
Balances at end of 31 Aug 11,433,433 913,496 - 405,997 25,839 (70,068) - 1,275,264
2018
31-Aug-17
Share Capital Share-based Consolidation Translation Retained Non-Controlling Equity
Payment Reserve Reserve Earnings interest
Reserve
Number US$
Balances at beginning of 1 11,433,433 913,496 10,708 405,997 (9,317) (372,081) (17,552) 931,251
Mar 2017
Share-based payment expired - - (10,708) - - 10,708 - -
Disposal of subsidiary - - - - - 71,590 17,552 89,142
Translation differences - - - - 10,829 - - 10,829
Total comprehensive income - - - - - 162,444 - 162,444
Balances at end of 31 Aug 11,433,433 913,496 - 405,997 1,512 (127,339) - 1,193,666
2017
ASIA WEALTH GROUP HOLDINGS LIMITED
Consolidated Statement of Cash Flows
For the half year ended 31 August 2018
All amounts stated in U.S. Dollars
Mar - Aug Mar - Aug
2018 2017
Operating activities
Total comprehensive income/(Loss) 65,662 162,444
Add back Depreciation 16,575 16,196
Receivables 26,675 (26,363)
Loan and Other Receivable 327 17,698
Prepayments and other assets 5,475 (9,198)
Payables (58,241) 187,266
Liabilities Under Finance Lease (5,230) (3,150)
Agreements
Deferred Revenue (108) 614
Other Payables and Accrued Expenses (19,977) (35,042)
Cash flows from operating activities 31,158 310,465
Investing activities
Acquisition of fixed assets (10,036) (11,312)
Investments 26,362 (50,653)
Change in equity (2,886) 99,971
Cash flows from investing activities 13,440 38,006
Financing activities
Net advances from related party (3,620) (49,406)
Cash flows from financing activities (3,620) (49,406)
Net increase/(decrease) in cash and cash 40,978 299,065
equivalents
Cash and cash equivalents at beginning 1,346,655 869,147
of year
Cash and cash equivalents at end of $ 1,387,633 $ 1,168,212
period
Cash and cash equivalents comprise cash at
bank.
1) GENERAL INFORMATION
Asia Wealth Group Holdings Limited (the "Parent Company") was incorporated in
the British Virgin Islands on 7 October 2010 under the BVI Business Companies
Act, 2004. The liability of the shareholders is limited by shares. The Parent
Company maintains its registered office in the British Virgin Islands and its
financial records and statements are maintained and presented in U.S. Dollars,
rounded to the nearest dollar. The financial statements were authorised for
issue by the Board of Directors on 5 October 2018.
The principal activity of the Parent Company and its subsidiaries
(the "Group") is to provide wealth management advisory services to
Asian-based high net worth individuals and corporations.
The Parent Company's shares were listed on the NEX Exchange Growth Market based
in London, United Kingdom. The Parent Company has the following subsidiaries as
at 31 August 2018:
Incorporation Country of Functional Ownership
Date Incorporation Currency Interest
2018 2017
Meyer Asset Management 2000 British Virgin US Dollars 100.00% 100.00%
Ltd. Islands
("Meyer BVI")
Meyer International 2010 Thailand Thailand 49.00% 49.00%
Limited Baht
("Meyer Thailand")
Prime RE Limited 2016 Thailand Thailand 49.00% 49.00%
Baht
("Prime RE")
BTS Property Holdings 2014 Thailand Thailand -% -%
Limited Baht
("BTS Property")
On 13 June 2012, Meyer BVI was licensed to provide investment business services
under Section 3 of the Securities and Investment Business Act, 2010 of the
British Virgin Islands.
On 23 September 2016, Meyer Thailand acquired 51.00% of Prime RE.
On 20 October 2016, 51.00% of Meyer Thailand, owned beneficially via a trust
agreement in favour of Meyer BVI, was acquired by Prime RE.
The Parent Company is the indirect owner of 51.00% of the outstanding shares of
Prime RE and Meyer Thailand, and accordingly the Parent Company intends to
account for them as wholly owned subsidiaries.
Effective 1 March 2017, the Parent Company, through Meyer Thailand, transferred
its ownership of BTS Property but retained title as a nominee shareholder on
behalf of the ultimate beneficial owner, and accordingly the Parent Company has
not accounted for it as a subsidiary.
2) SIGNIFICANTACCOUNTING POLICIES
The significant accounting policies adopted in the preparation of the
Group's consolidated financial statements are set out below.
2) SIGNIFICANTACCOUNTING POLICIES (Cont'd)
a) Statement of compliance
The consolidated financial statements of the Group have been prepared in
accordance with International Financial Reporting Standards ("IFRSs") and
interpretations issued by the IFRS Interpretations Committee ("IFRS IC")
applicable to companies reporting under IFRSs. The financial statements comply
with IFRSs as issued by the International Accounting Standards Board ("IASB").
b) Basis of preparation
The consolidated financial statements have been prepared on the basis of
historical costs and do not take into account increases in the market value of
assets.
The accounting policies have been applied consistently by the Group and are
consistent with those used in the previous year.
There are no new, revised or amended IFRSs or IFRS IC interpretations that are
effective for the first time for the financial period beginning on 1 March 2018
that would be expected to have a material impact on the Group's consolidated
financial statements.
c) Use of estimates
The preparation of consolidated financial statements in conformity with IFRSs
requires management to make judgments, estimates and assumptions that affect
the application of policies and the reported amounts of assets and liabilities,
income and expenses. The estimates and associated assumptions are based on
historical experience and various other factors that are believed to be
reasonable under the circumstances, the results of which form the basis of
making the judgments about carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period or in the period
of the revision and future periods if the revision affects both current and
future periods.
Critical accounting estimates and judgments
Depreciation
Management regularly reviews the estimated useful lives and residual values of
the Group's fixed assets and will revise rates of depreciation where useful
lives and residual values previously estimated have changed.
Fair value of investment property
Fair values, where possible, are based on open market values, being the
estimated amount for which a property could be exchanged on the date of
valuation between a willing buyer and a willing seller in an arm's length
transaction, after proper marketing wherein the parties had each acted
knowledgeably, prudently and without compulsion. However, due to a lack of
liquidity in the market, and the fact that no similar transactions have
recently taken place, it was not possible to calculate the current market price
of the investment property in this way.
2) SIGNIFICANTACCOUNTING POLICIES (Cont'd)
c) Use of estimates (Cont'd)
Leases
In determining whether a lease is to be classified as an operating
lease or a finance lease, management is required to use their judgment as
to whether the significant risks and rewards of ownership of the leased asset
have been transferred or not.
d) Investment in subsidiaries
Basis of consolidation
The consolidated financial statements include the financial
statements of the Parent Company and its subsidiaries for the six month ended
31 August 2018. Details of the Group are set out in note 1.
Subsidiaries are enterprises controlled by the Parent Company.
Control is achieved when the Parent Company is exposed, or has rights, to
variable returns from its involvement with the investee and has the ability to
affect those returns through its power to direct the activities of the entity.
Subsidiaries are fully consolidated from the date on which control is
transferred to the Parent Company. Assets, liabilities, income and expenses of
a subsidiary acquired or disposed of during the year are included or excluded
in the consolidated financial statements from the date the Parent Company gains
control or until the date the Parent Company ceases to control the subsidiary.
Non-controlling interests pertain to the equity in a subsidiary
not attributable, directly or indirectly to the Parent Company. Any equity
instruments issued by a subsidiary that are not owned by the Parent Company are
non-controlling interests including preferred shares and options under
share-based transactions.
Non-controlling interests represent the portion of profit or loss
and net assets in subsidiaries not wholly-owned and are presented separately in
the consolidated statement of comprehensive income, consolidated statement of
changes in equity and consolidated statement of financial position, separately
from the Parent Company's equity.
Losses within a subsidiary are attributed to the non-controlling
interests even if that results in a deficit balance.
A change in the ownership interest of a subsidiary, without a loss
of control, is accounted for as an equity transaction. Any difference between
the amount by which the non-controlling interests are adjusted and the fair
value of the consideration paid or received is recognised directly in equity as
an "equity reserve" and attributed to the owners of the Group.
Where necessary, adjustments are made to the financial statements
of the subsidiary to bring the accounting policies used in line with those used
by the Parent Company.
All intra-group transactions, balances, income and expenses are
eliminated in consolidation. Unrealised losses are eliminated in the same way
as unrealised gains, but only to the extent that there is no evidence of
impairment.
2) SIGNIFICANT ACCOUNTING POLICIES (Cont'd)
d) Investment in subsidiaries (Cont'd)
Acquisitions
The acquisition method of accounting is used to account for business
combinations by the Group.
The consideration transferred for the acquisition of a subsidiary or business
comprises the fair value of the assets transferred, the liabilities incurred
and the equity interests issued by the Group. The consideration transferred
also includes the fair value of any contingent consideration arrangement and
the fair value of any pre-existing equity interest in the subsidiary.
Acquisition-related costs are expensed as incurred.
Identifiable assets acquired and liabilities and contingent liabilities assumed
in a business combination are, with limited exceptions, measured initially at
their fair values at the acquisition date.
On an acquisition-by-acquisition basis, the Group recognises any
non-controlling interest in the acquiree at the date of acquisition either at
fair value or at the non-controlling interest's proportionate share of the
acquiree's net identifiable assets.
The excess of (i) the consideration transferred, the amount of any
non-controlling interest in the acquiree and the acquisition-date fair value of
any previous equity interest in the acquiree over the (ii) fair value of the
net identifiable assets acquired is recorded as goodwill.
Where settlement of any part of cash consideration is deferred, the amounts
payable in the future are discounted to their present value as at the date of
exchange. The discount rate used is the entity's incremental borrowing rate,
being the rate at which a similar borrowing could be obtained from an
independent financier under comparable terms and conditions.
Contingent consideration is classified either as equity or a financial
liability. Amounts classified as a financial liability are subsequently
remeasured to fair value with changes in fair value recognised in profit or
loss.
If the business combination is achieved in stages, the acquisition date
carrying value of the acquirer's previously held equity interest in the
acquiree is remeasured to fair value at the acquisition date. Any gains or
losses arising from such remeasurement are recognised in profit or loss.
e) Fixed assets
Items of fixed assets are stated at cost less accumulated depreciation.
Depreciation is charged to the consolidated statement of comprehensive income
on a straight-line basis over the estimated useful lives of fixed assets.
Subsequent expenditure incurred to replace a component of a fixed asset is
capitalised only when it increases the future economic benefits embodied in the
item of a fixed asset. All other expenditure is recognised in the consolidated
statement of comprehensive income when it is incurred.
2) SIGNIFICANT ACCOUNTING POLICIES (Cont'd)
e) Fixed assets (Cont'd)
The annual rates of depreciation in use are as follows:
Leasehold improvements 20%
Office equipment 20-33%
Vehicles 20%
f) Investment property
Investment property is property held either to earn rental income or capital
appreciation or for both, but not for sale in the ordinary course of business,
use in the production or supply of goods or services or for administrative
purposes. Investment property is initially measured at cost and subsequently at
cost less any accumulated depreciation and impairment losses (refer to
accounting policy (p)), if any, with any change therein recognised in the
consolidated statement of comprehensive income.
Investment property comprises condominium units.
Cost includes expenditure that is directly attributable to the acquisition of
investment property. The cost of self-constructed investment property includes
the cost of materials and direct labour, any other costs directly attributable
to bringing the investment property to a working condition for their intended
use and capitalised borrowing costs.
Any gain or loss on disposal of an investment property (calculated as the
difference between the net proceeds from disposal and the carrying amount of
the item) is recognised in the consolidated statement of comprehensive income.
When an investment property that was previously classified as property, plant
and equipment is sold, any related amount included in the revaluation reserve
is transferred to retained earnings.
When the use of property changes such that it is reclassified as fixed assets,
its fair value at the date of reclassification becomes its cost for subsequent
accounting.
Depreciable investment property is stated at cost less accumulated
depreciation. Depreciation is charged to the consolidated statement of
comprehensive income on a straight-line basis over the estimated useful lives
of the investment property.
The annual rate of depreciation in use for condominium units is 5%.
Subsequent expenditure incurred is capitalised only when it increases the
future economic benefits embodied in that property. All other expenditure is
recognised in the consolidated statement of comprehensive income when it is
incurred.
g) Cash and cash equivalents
For the purpose of presentation in the statement of cash flows, cash includes
current deposits with banks and other short-term highly liquid investments with
original maturities of three months or less that are readily convertible to
known amounts of cash, are subject to an insignificant risk of changes in
value, and bank overdrafts.
2) SIGNIFICANT ACCOUNTING POLICIES (Cont'd)
h) Loans and
receivables
Loans and receivables are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market. Financial
assets that are classified as loans and receivables comprise trade receivables,
loans and other receivables and due from related party.
Originated loans and receivables are recognised on the day that they are
transferred to the Group.
Financial assets classified as loans and receivables are carried at amortised
cost using the effective interest method, less impairment losses, if any.
Financial assets are derecognised when the rights to receive cash flows have
expired or the Group has transferred substantially all risks and rewards of
ownership.
Trade receivables are recognised initially at fair value and are subsequently
recorded at fair value reduced by any appropriate allowances for estimated
irrecoverable amounts. A provision for impairment of trade receivables is
established when there is evidence that the Group will not be able to collect
amounts due.
The Group primarily uses the specific identification method to determine if a
receivable is impaired. The carrying amount of the receivable is reduced
through the use of an allowance account, and the amount of the loss is
recognised in the consolidated statement of comprehensive income.
The Group determines its allowance by considering a number of factors,
including the length of time a trade receivable is past due, the Group's
previous loss history, the customer's current ability to pay its obligation to
the Group, and the condition of the general economy and the industry as a
whole. The Group writes off trade receivables when they become uncollectible.
Actual bad debts, when determined, reduce the allowance, the adequacy of which
management then reassesses. The Group writes off accounts after a
determination by management that the amounts at issue are no longer likely to
be collected, following the exercise of reasonable collection efforts and upon
management's determination that the costs of pursuing the collection outweigh
the likelihood of recovery.
i) Available-for-sale ("AFS") investments
AFS investments are carried at fair value. Gains and losses arising from
changes in the fair value are recognised as other comprehensive income. When
securities classified as AFS are sold or impaired, the accumulated fair value
adjustments recognised in other comprehensive income are included in the
consolidated statement of comprehensive income as gains and losses from
investment securities.
AFS are presented as non-current assets unless they mature, or the Group
intends to dispose of them within twelve (12) months from the end of the
reporting period.
j) Associates
Associates are those enterprises in which the Group has significant influence,
but not control, over the financial and operating policies. The consolidated
financial statements include the Group's share of the total recognised gains
and losses of associates on an equity accounted basis, from the date that
significant influence commences until the date that significant influence
ceases. When the Group's share of losses exceeds the carrying amount of the
associate, the carrying amount is reduced to nil and recognition of further
losses is discontinued except to the extent that the Group has incurred
obligations in respect of the associate.
2) SIGNIFICANT ACCOUNTING POLICIES (Cont'd)
k) Share capital and accumulated deficit
Ordinary shares are classified as equity. Incremental costs directly
attributable to the issue of ordinary shares are recognised as a deduction from
equity.
Accumulated deficit represent the cumulative balance of periodic net income/
loss, dividend distributions and prior period adjustments.
l) Share-based payment
The Group entered into a series of equity-settled, share-based payment
transactions, under which the Group received services from a third party as
consideration for equity instruments (shares, options or warrants) of the
Group.
For non-vesting share-based payments, the fair value of the service received in
exchange for the shares is recognised as an expense immediately with a
corresponding credit to share capital.
For share-based payments with vesting periods, the service received is
recognised as an expense by reference to the fair value of the share options
granted or warrants issued. The total expense is recognised over the vesting
period, which is the period over which all of the specified vesting conditions
are to be satisfied with a corresponding credit to the share capital reserve.
m) Foreign currency
Functional and presentation currency
The subsidiaries' functional currencies are disclosed in note 1 to the
financial statements. The consolidated financial statements are presented in
U.S. Dollars, rounded off to the nearest dollar.
Transactions and balances
Transactions in foreign currencies are converted at the foreign currency
exchange rate ruling at the date of the transaction. Monetary assets and
liabilities denominated in foreign currencies are translated at the foreign
currency closing exchange rate ruling at the reporting date. Foreign currency
exchange differences arising on conversion or translation and realised gains
and losses on disposals or settlements of monetary assets and liabilities are
recognised in the consolidated statements of income and comprehensive income.
Non-monetary assets and liabilities denominated in foreign currencies that are
measured at fair value are translated at the foreign currency exchange rates
ruling at the dates that the values were determined. Foreign currency exchange
differences relating to investments are included in net realised/unrealised
gain/(loss) on investments. All other foreign currency exchange differences
relating to monetary items, including cash and cash equivalents, are presented
in the consolidated statements of income and comprehensive income.
Foreign operations
The assets and liabilities of foreign operations, including goodwill and fair
value adjustments arising on acquisition, are translated into U.S. Dollars at
the exchange rates ruling at the reporting date. The income and expenses of
foreign operations are translated into U.S. Dollars at the average rate. The
net differences arising from translation and remeasurement of foreign
operations are recognised as other comprehensive income and accumulated in a
separate reserve within equity. The cumulative amount is reclassified to
profit and loss when the foreign operation is disposed of.
2) SIGNIFICANT ACCOUNTING POLICIES (Cont'd)
m) Foreign currency (Cont'd)
None of the foreign operations has the currency of a hyperinflationary economy.
Translation reserve
Assets and liabilities of the Group's non-U.S. Dollar functional currency
subsidiaries are translated into U.S. Dollars at the closing exchange rates at
the reporting date. Revenues and expenses are translated at the average
exchange rates for the year. All cumulative differences from the translation
of the equity of foreign subsidiaries resulting from changes in exchange rates
are included in a separate caption within equity without affecting income.
n) Leases
Leases of equipment where the Group assumes substantially all the benefits and
risks of ownership are classified as finance leases. Finance leases are
capitalised at the estimated present value of the underlying lease payments.
Each lease payment is allocated between the liability and finance charges so as
to achieve a constant rate on the finance balance outstanding. The
corresponding rental obligations, net of finance charges, are recorded as
long-term liabilities. The finance charge is taken to the consolidated
statement of comprehensive income over the lease period. Assets acquired under
finance lease agreements are depreciated over their useful lives.
Leases of assets under which all the risks and rewards of ownership are
effectively retained by the lessor are classified as operating leases.
Payments made under operating leases are charged to the consolidated statement
of comprehensive income on a straight line basis over the term of the lease.
When an operating lease is terminated before the lease term has expired, any
penalty is recognised as an expense in the period in which the termination
takes place.
o) Financial liabilities
Financial liabilities are non-derivative contractual obligations to deliver
cash or another financial asset to another entity and comprise trade payables,
due to related parties, liabilities under finance lease agreements and other
payables and accrued expenses.
These financial liabilities are recognised initially at fair value less any
directly attributable transaction costs and subsequently carried at amortised
cost using the effective interest method.
Financial liabilities are derecognised when the obligation specified in a
contract is discharged, cancelled or expired.
The carrying amounts of the Group's assets are reviewed at each reporting date
to determine whether there is any indication of impairment. If any such
indication exists, the asset's recoverable amount is estimated. The
recoverable amount is estimated as the greater of an asset's net selling price
or value in use. An impairment loss is recognised in the consolidated
statement of comprehensive income whenever the carrying amount of an asset or
its cash-generating unit exceeds its recoverable amount.
If in a subsequent period, the amount of an impairment loss decreases and the
decrease can be linked objectively to an event occurring after the write-down,
the write-down is reversed through the consolidated statement of comprehensive
income.
2) SIGNIFICANT ACCOUNTING POLICIES (Cont'd)
p) Impairment
An impairment is reversed only to the extent that the asset's carrying amount
does not exceed the carrying amount that would have been determined, net of
depreciation or amortisation, if no impairment loss had been recognised.
q) Revenue and expense recognition
In relation to the rendering of professional services, the Group recognises fee
income as time is expended and costs are incurred, provided the amount of
consideration to be received is reasonably determinable and there is reasonable
expectation of its ultimate collection.
Rental income arising from operating leases on investment property is
recognised in the consolidated statement of comprehensive income on a straight
line basis over the term of the lease.
Interest income is recognised in the consolidated statement of comprehensive
income as it accrues.
All expenses are recognised in the consolidated statement of comprehensive
income on the accrual basis.
r) Offsetting
Financial assets and liabilities are offset and the net amount is reported in
the consolidated statement of financial position whenever the Group has a
legally enforceable right to set off the recognised amounts and the
transactions are intended to be settled on a net basis.
s) Segment reporting
The Group's operating businesses are organised and managed separately according
to geographical area, with each segment representing a strategic business unit
that serves a different market. Financial information on business segments is
presented in note 14 of the consolidated financial statements.
t) Taxation
Taxation on net profit before taxation for the year comprises both current and
deferred tax.
Current tax is the expected income tax payable on the taxable income for the
year, using tax rates enacted or substantially enacted at the reporting date
and any adjustment to tax payable in respect of previous years in the countries
where the Parent Company and its subsidiaries operate and generate taxable
income.
The Group accounts for income taxes in accordance with IAS 12, "Income Taxes,"
which requires that a deferred tax liability be recognised for all taxable
temporary differences and a deferred tax asset be recognised for an
enterprise's deductible temporary differences, operating losses, and tax credit
carryforwards. A deferred tax asset or liability is measured using the
marginal tax rate that is expected to apply to the last dollars of taxable
income in future years. The effects of enacted changes in tax laws or rates
are recognised in the period that includes the enactment date.
2) SIGNIFICANT ACCOUNTING POLICIES (Cont'd)
u) Related parties
Related parties are individuals and companies where the individual or company
has the ability, directly or indirectly, to control the other party or exercise
significant influence over the other party in making financial and operating
decisions.
v) Amended and newly issued accounting standards
A number of new standards, amendments to existing standards and interpretations
are effective for annual periods beginning after 1 March 2017 and have not been
applied in preparing these consolidated financial statements. None of these
are expected to have a significant effect on the consolidated financial
statements of the Group; however, IFRS 16, "Leases", effective for annual
periods beginning on or after 1 January 2019, and IFRS 9, "Financial
Instruments: Classification and Measurement" effective for annual periods
beginning on or after 1 January 2018, may result in additional disclosures for
the Group upon implementation.
3) FIXED ASSETS
Leasehold Office Vehicles Total
improvement equipment
Cost:
At 28 February 2018 20,281 36,832 55,392 112,505
Translation reserve (1,543) (6,251) (5,844) (13,638)
Disposal - - - -
Additions - - - -
At 31 August 2018 18,738 30,581 49,548 98,867
Depreciation:
At 28 February 2018 20,281 31,617 35,477 87,375
Translation reserve (1,543) (6,663) (5,051) (13,257)
Disposal - - - -
Charge for 1 March - 31 - 1,163 4,995 6,158
August 2018
At 31 August 2018 18,738 26,117 35,421 80,276
Net book value:
At 31 August 2018 $- $4,464 $14,127 $18,591
At 28 February 2018 $- $5,215 $19,915 $25,130
As at 31 August 2018, the Group had fixed assets under a finance lease
agreement (refer to note 6) with a net book value of $13,875 (2017 : $23,358).
4) INVESTMENT PROPERTY
Condominium
units
Cost:
At 28 February 2018 430,398
Translation reserve
(17,143)
At 31 August 2018 413,255
Depreciation:
At 28 February 2018 30,055
Translation reserve
(1,197)
Charge for 1 March - 31 10,416
August 2018
At 31 August 2018 39,274
Net book value:
At 31 August 2018 $ 373,981
At 28 February 2018 $ 400,343
Investment property comprises condominium units at The Prime 11
Condominium in Bangkok, Thailand.
5) SHARE CAPITAL
Authorised
The Parent Company is authorised to issue an unlimited number of
no par value shares of a single class
Issued and fully paid: 31-Aug-18 31-Aug-17
11,433,433 (2016: 11,433,433) shares of no $913,496 $913,496
par value per share.
Each share in the Parent Company confers upon the shareholder:
(a) the right to one vote on any resolution of shareholders;
(b) the right to an equal share in any dividend paid by the Parent Company;
and
(c) the right to an equal share in the distribution of the surplus
assets of the Parent Company on its liquidation
6) SHARE-BASED PAYMENTS
Options
All share options were expired
Grant Date Expired date Exercise 31-Aug-18 31-Aug-17
Price
1/Oct/2012 27/May/2017 GBP0.60 - -
1/Jul/2013 1/Jul/2016 GBP0.60 - -
31/Jul/2013 30/Jul/2017 GBP0.60 - -
7) LEASES
31-Aug-18 31-Aug-17
Liabilities under finance lease
agreement:
Less than 1 year 8,970 8,845
1 to 5 years 4,485 13,267
Total 13,455 22,112
Less: Deferred interest (1,086) (2,070)
12,369 20,042
Less: Current portion net of short term (8,187) (7,847)
deferred interest
Net $4,182 $12,195
8) RELATED PARTY TRANSACTIONS
During the half year, the Group paid director's fees amounting to $146,607
(2017:$101,478).
9) TAXATION
There is no mainstream taxation in the British Virgin Islands. The Parent
Company and Meyer BVI are not subject to any forms of taxation in the British
Virgin Islands, including income, capital gains and withholding taxes.
Meyer Thailand, and Prime RE are subject to Thailand graduated statutory income
tax at a rate of 0-20% on profit before tax.
The current tax expense included in the consolidated statement of comprehensive
income was $nil (20 17: $nil).
The Group had no deferred tax assets or liabilities as at the reporting date.
10) SEGMENTAL INFORMATION
The Group has three reportable segments based on geographical areas where the
Group operates and these were as follows:
British Virgin Islands ("BVI") - where the Company and Meyer BVI are domiciled.
The Parent Company serves as the investment holding company of the Group and
Meyer BVI provides wealth management and advisory services.
Thailand - where Meyer Thailand is domiciled and provides marketing and
economic consulting services to the Group; where Prime RE is domiciled and
provides property rental services; and BTS Property is domiciled and provides
property management services.
The reportable segmental revenue, other profit and loss disclosures and assets
were as follows:
10) SEGMENTAL INFORMATION (Cont'd)
Revenue
31-Aug-18 31-Aug-17
Total Inter-segment Revenue Total Inter-segment Revenue
segment revenue from segment revenue from
revenue external revenue external
customers customers
BVI 1,225,309 - 1,225,309 1,127,464 - 1,127,464
Thailand 125,988 (110,337) 15,651 125,187 (105,836) 19,351
Total $1,351,297 $(110,337) $1,240,960 $1,252,651 $(105,836) $1,146,815
The revenue between segments is carried out at arm's length.
Other profit and loss disclosures
31-Aug-18 31-Aug-17
Commission Depreciation Income tax Commission Depreciation Income
expense expense tax
BVI 683,959 428 - 693,671 383 -
Thailand 1,784 16,147 - 1,759 15,813 -
Total $685,743 $16,575 $- $695,430 $16,196 $-
Assets
31-Aug-18 31-Aug-17
Total Total
Assets Assets
BVI 1,981,851 1,820,514
Thailand 510,435 604,493
Total $2,492,286 $2,425,007
Intersegment assets amounting to $3,436,675 (2017: $3,220,060) were already
eliminated in the total assets per segment above.
Liabilities
31-Aug-18 31-Aug-17
Total Total
Liabilities Liabilities
BVI 1,152,427 1,135,247
Thailand 64,595 96,094
Total $1,217,022 $1,231,341
Intersegment Liabilities amounting to $3,314,360 (2017: $3,098,619) were
already eliminated in the total Liabilities per segment above.
11) FINANCIAL INSTRUMENTS AND ASSOCIATED RISKS
Financial assets of the Group include cash and cash equivalents, trade
receivables, loans and other receivables, due from related party and
available-for-sale investment. Financial liabilities include trade payables,
due to related parties and other payables and accrued expenses.
a) Market risk
Market risk represents the potential loss that can be caused by a change in the
market value of the Group's financial instruments. The Group's exposure to
market risk is determined by a number of factors which include interest rate
risk.
Interest rate risk
The financial instruments exposed to interest rate risk comprise cash and cash
equivalents.
The Group is exposed to interest rate cash flow risk on cash and cash
equivalents, which earn interest at floating interest rates that are reset as
market rates change. The Group is exposed to interest rate risk to the extent
that these interest rates may fluctuate.
A sensitivity analysis was performed with respect to the interest-bearing
financial instruments with exposure to fluctuations in interest rates and
management noted that there would be no material effect to shareholders' equity
or net income for the year.
b) Credit risk
Credit risk represents the accounting loss that would be recognised at the
reporting date if financial instrument counterparties failed to perform as
contracted.
As at 31 August 2018, the Group's financial assets exposed to credit risk
amounted to the following:
31-Aug-18 31-Aug-17
Cash and cash 1,387,633 1,168,212
equivalents
Trade 201,902 241,404
receivables
Loans and other 94,970 115,348
receivables
Due from related party - 18,619
Available-for-sale 318,162 359,926
investment
$2,002,667 $1,903,509
The ageing of the Group's trade receivables as at 31 August 2018
is as follows:
31-Aug-18 31-Aug-17
Gross Impairment Gross Impairment
1 - 90 days 145,951 - 166,195 -
91 - 180 days 55,951 - 75,209 -
$201,902 - $241,404 -
The Group invests all its available cash and cash equivalents in several banks.
The Group is exposed to credit risk to the extent that these banks may be
unable to repay amounts owed. To manage the level of credit risk, the Group
attempts to deal with banks of good credit standing, whenever possible.
11) FINANCIAL INSTRUMENTS AND ASSOCIATED RISKS (Cont'd)
The Group has two significant customers which expose it to credit risk, though
the exposure to credit risk is reduced as these customers have a good working
relationship with the Group. To reduce exposure to credit risk, the Group may
perform ongoing credit evaluations on the financial condition of its customers,
but generally does not require collateral.
The Group invests all its available cash and cash equivalents in several
banks. The Group is exposed to credit risk to the extent that these banks may
be unable to repay amounts owed. To manage the level of credit risk, the Group
attempts to deal with banks of good credit standing, whenever possible.
The Group has two significant customers which expose it to credit risk, though
the exposure to credit risk is reduced as these customers have a good working
relationship with the Group. To reduce exposure to credit risk, the Group may
perform ongoing credit evaluations on the financial condition of its customers,
but generally does not require collateral.
The Group is exposed to credit risk with respect to its investments.
Bankruptcy or insolvency of the investee companies may cause the Group's
rights to the security to be delayed or limited.
The extent of the Group's exposure to credit risk in respect of these financial
assets approximates their carrying values.
c) Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its
financial obligations as they fall due. The Group's approach to managing
liquidity is to ensure, as far as possible, that it will always have sufficient
liquidity to meet its liabilities when due, under both normal and stressed
conditions, without incurring unacceptable losses or risking damage to the
Group's reputation. Typically, the Group ensures that it has sufficient cash
on demand to meet expected operational needs as they arise. The Group invests
all its available cash and cash equivalents in several banks. The Group is
exposed to credit risk to the extent that these banks may be unable to repay
amounts owed. To manage the level of credit risk, the Group attempts to deal
with banks of good credit standing, whenever possible.
The Group has two significant customers which expose it to credit risk, though
the exposure to credit risk is reduced as these customers have a good working
relationship with the Group. To reduce exposure to credit risk, the Group may
perform ongoing credit evaluations on the financial condition of its customers,
but generally does not require collateral.
The Group is exposed to credit risk with respect to its investments.
Bankruptcy or insolvency of the investee companies may cause the Group's
rights to the security to be delayed or limited.
The extent of the Group's exposure to credit risk in respect of these financial
assets approximates their carrying values.
c) Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its
financial obligations as they fall due. The Group's approach to managing
liquidity is to ensure, as far as possible, that it will always have sufficient
liquidity to meet its liabilities when due, under both normal and stressed
conditions, without incurring unacceptable losses or risking damage to the
Group's reputation. Typically, the Group ensures that it has sufficient cash
on demand to meet expected operational needs as they arise.The Group is exposed
to credit risk with respect to its investments. Bankruptcy or insolvency of
the investee companies may cause the Group's rights to the security to be
delayed or limited.
The extent of the Group's exposure to credit risk in respect of these financial
assets approximates their carrying values.
c) Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its
financial obligations as they fall due. The Group's approach to managing
liquidity is to ensure, as far as possible, that it will always have sufficient
liquidity to meet its liabilities when due, under both normal and stressed
conditions, without incurring unacceptable losses or risking damage to the
Group's reputation. Typically, the Group ensures that it has sufficient cash on
demand to meet expected operational needs as they arise.
12) FAIR VALUE INFORMATION
The Group's investment at the reporting date comprises an investment in the
unlisted ordinary shares of Ray Alliance. Ordinary shares that have no active
market and whose fair value cannot be reliably measured are carried at cost,
less impairment, if any.
For certain of the Group's financial instruments, not carried at
fair value, including cash and cash equivalents, trade receivables,
loans and other receivables, due to/from related parties, trade payables
and other payables and accrued expenses, the carrying amounts approximate
fair value due to the immediate or short-term nature of these financial
instruments.
The fair value hierarchy has the following levels:
* Level 1 inputs are quoted prices (unadjusted) in active markets for
identical assets or liabilities that the entity can access at the measurement
date.
* Level 2 inputs are inputs other than quoted prices included within Level
1 that are observable for the asset or liability, either directly or
indirectly.
* Level 3 inputs are unobservable inputs for the asset or liability.
The level in the fair value hierarchy within which the fair value measurement
is categorised in its entirety is determined on the basis of the lowest level
of input that is significant to the fair value measurement in its entirety.
For this purpose, the significance of an input is assessed against the fair
value measurement in its entirety. If a fair value measurement uses observable
inputs that require significant adjustment based on unobservable inputs, that
measurement is a Level 3 measurement. Assessing the significance of a
particular input to the fair value measurement in its entirety requires
judgment, considering factors specific to the asset or liability.
The determination of what constitutes 'observable' requires significant
judgment by the Group. The Group considers observable data to be that market
data that is readily available, regularly distributed or updated, reliable and
verifiable, not proprietary, and provided by independent sources that are
actively involved in the relevant market.
Investments whose values are based on quoted market prices in active markets
are therefore classified within Level 1.
12) FAIR VALUE INFORMATION (Cont'd)
Financial instruments that trade in markets that are not considered to be
active but are valued based on quoted market prices, dealer quotations or
alternative pricing sources supported by observable inputs are classified
within Level 2. As Level 2 investments include positions that are not traded in
active markets and/or are subject to transfer restrictions, valuations may be
adjusted to reflect illiquidity and/or non transferability, which are
generally based on available market information.
Investments classified within Level 3 have significant unobservable inputs, as
they trade infrequently. The Group's Level 3 investment comprises an investment
in unlisted shares valued at cost, since there was no information to estimate
their fair values. The Group believes that the value stated as at 28 February
2017 is most representative of its fair value.
The following table analyses within the fair value hierarchy the Group's
financial assets (by class) measured at fair value at the reporting date:
31-Aug-18 31-Aug-17
Level 3
Available-for-sale 318,162 359,926
investment
$318,162 $359,926
The Group did not hold any investments under the Level 1 and Level 2
hierarchies as at 31 August 2018 and 2017.
There were no significant investments transferred between Levels 1, 2 and 3.
13) CAPITAL RISK MANAGEMENT
The Group's objectives when managing capital are:
* to safeguard the Group's ability to continue as a going concern; and
* to provide adequate returns to its shareholders.In order to maintain or balance its overall capital structure to meet its
objectives, the Group is continually monitoring the level of share issuance
and any dividend declaration and distributions to shareholders in the
future.
14) COMPARATIVE INFORMATION
Certain comparative figures have been reclassified to conform with the current
year's presentation.
END
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