24 June
2024
Asia Strategic Holdings
Ltd.
("Asia
Strategic", the "Group" or the "Company")
Interim results for the six
months ended 31 March 2024
The Board of Asia Strategic
Holdings Ltd. (LSE: ASIA), an independent developer and operator of
consumer businesses in Emerging Asia, is pleased to announce its
unaudited interim results for the period ended 31 March 2024
("6M24").
Financial Highlights
All dates for the reporting period refer to the six-month
financial period that ended 31 March 2024 ("6M24") and the Group's
financial year ended 30 September 2023 ("FY23"), unless otherwise
stated. The comparative six-month financial period from 1 October
2022 to 31 March 2023 is referred to as "6M23".
The year-on-year ("YOY") growth or decline refers to any
change that occurred between 6M24 and 6M23, or equivalent periods
of one year, as applicable.
Unless otherwise specified, all figures are reported in
United States dollar ("$").
· Revenue increased 26% YOY to $14.4 million for 6M24 (6M23:
$11.5 million), of which 76% derived from Education (6M23: 77%) and
24% from Services (6M23: 23%).
· Contributing factors to the strong double-digit revenue
growth include (i) the further development of Myanmar's Education
division with YOY revenue growth of 42% (6M23: 141%), (ii) the
continued improvement of Vietnam's Education division delivering
YOY revenue growth of 3% (6M23: 22%), and (iii) the return to
growth of the Service division achieving YOY revenue growth of 33%
due to improved commercial positioning coupled with the
introduction of high value-added services.
· Group gross profit increased 27% YOY for 6M24 (6M23: 106%) to
$8.3 million, of which the Education division contributed 90%
(6M23: 90%) and the Services division provided 10% (6M23: 10%). The
robust growth in gross profit is attributable to (i) strong revenue
growth coupled with (ii) margin expansion due to higher utilisation
and operational efficiency of teaching personnel and facilities
across all Education brands, a gradual shift to higher margin
products, and prudent spending on other cost of
services.
· Group Adjusted EBITDA was $86k for 6M24 (6M23: $24k loss),
which was driven by strong improvement in the Education businesses
across Myanmar.
· The Group recorded net losses of $2.6 million for 6M24 (6M23:
$2.3 million loss). The key contributing factors were (i) a foreign
exchange loss of $0.6 million (6M23: $0.4 million loss), (ii) an
increase in marketing expenses to $1.5 million (6M23: $1.2 million)
to build brands and acquire new customers for newly launched
businesses (less than two years of operations) and (iii) a slower
pace of recovery at Wall Street English Vietnam. If newly launched
businesses are excluded, the net losses for the Group would be $1.8
million.
· At 31 March 2024, the Group's current and non-current
deferred revenue, representing cash received in advance of service
performance, amounted to $10.6 million and $1.4 million,
respectively (30 September 2023: $11.0 million and $1.1
million).
· The Group recorded a positive operating cash flow of $0.7
million for 6M24 (6M23: $1.6 million). However, after considering
the repayment of lease liabilities (including principal and
interest), the Group would have recorded a negative operating cash
flow of $0.7 million (6M23: positive $0.2 million). The Group's
slow commercial performance, cash collection, ongoing
brand-building efforts, business expansion, and investments in
capacity contributed to this result.
· The Group invested $1.0 million during 6M24 (6M23: $0.8
million) primarily to establish nine new schools under its existing
brands across two countries.
· The Group maintained a loan facility of $4.5 million with
MACAN (the "Loan Facility"), the Group's largest corporate
shareholder, and drew down $1.3 million during 6M24. At the date of
this report, the available amount under the Loan Facility is $0.5
million.
· The diversification of Group operations across multiple
countries continues to play an important role in mitigating
single-country exposure. Management has determined that there are
sufficient mitigating actions within the Group's control to ensure
liquidity for at least the next twelve months from the date of this
report. These include undertaking a measured expansion of its
existing and future businesses, maintaining financial liquidity
discipline, accessing the unutilised Loan Facility and further
diversifying the Group's capital structure by accessing bank
loans.
Operational Highlights
Education
· Revenue from owned Education businesses increased 24% YOY to
$10.9 million for 6M24 (6M23: $8.8 million).
· At 31 March 2024, the current and non-current deferred
revenue from Education businesses, representing cash received in
advance of service performance, were $9.8 million and $1.4 million,
compared to $10.3 million and $1.1 million at 30 September
2023.
· The Education division consists of the following
operations:
Vietnam
(i) Wall Street
English - English language education for adults;
(ii) Kids&Us -
English language education for children and teens; and
(iii) Logiscool - Coding
education for children and teens.
Myanmar
(i) Wall Street
English - English language education for adults;
(ii) Kids&Us -
English language education for children and teens;
(iii) Logiscool - Coding
education for children and teens;
(iv) Yangon American
International School ("Yangon American") - K-12 international
school; and
(v) Auston - Tertiary
education.
· The number of schools and students at the end of each
reporting period was as follows:
|
Number of
Schools
|
Number of
Students
|
|
31 Mar
2024
|
30 Sep
2023
|
31 Mar
2023
|
31 Mar
2024
|
30 Sep
2023
|
31 Mar
2023
|
|
|
|
|
|
|
|
Vietnam
|
15
|
11
|
11
|
4,218
|
4,039
|
3,812
|
- Wall
Street English
|
8
|
7
|
7
|
3,638
|
3,681
|
3,584
|
-
Kids&Us
|
5
|
4
|
4
|
569
|
358
|
228
|
-
Logiscool
|
2
|
-
|
-
|
11
|
-
|
-
|
Myanmar
|
14
|
9
|
8
|
4,925
|
4,647
|
4,271
|
- Wall
Street English
|
6
|
5
|
5
|
3,562
|
3,696
|
3,631
|
-
Kids&Us
|
3
|
1
|
-
|
288
|
98
|
-
|
-
Logiscool
|
1
|
-
|
-
|
72
|
-
|
-
|
- Yangon
American
|
2
|
1
|
1
|
117
|
101
|
57
|
-
Auston
|
2
|
2
|
2
|
886
|
752
|
583
|
|
|
|
|
|
|
|
Group
|
291
|
20
|
19
|
9,143
|
8,686
|
8,083
|
1 As of June 2024, the number
of schools has grown to 31 reflecting the opening of one Wall
Street English and one Kids&Us in Vietnam.
· In Vietnam, the overall number of students increased by 4%
compared to 30 September 2023, mainly driven by Kids&Us Vietnam
while Wall Street English Vietnam remains flat due to a slow
commercial performance.
· In Myanmar, the number of students increased by 6% compared
to 30 September 2023, driven by growth across all brands except
Wall Street English Myanmar. Contrary to its Vietnam counterpart,
it was nearly at capacity and experienced a temporary decline due
to attrition.
Services
· Revenue from owned Services businesses increased 32% YOY to
$3.5 million for 6M24 (6M23: $2.6
million). The managed Services business contributed $10k for 6M24
(6M23: nil), mainly from Ostello Bello.
· At 31 March 2024, the Group's current deferred revenue from
Services businesses representing cash received in advance of
service performance from EXERA's corporate customers was $0.8
million compared to $0.7 million at 30 September 2023. The increase
is due to the growth in advance payments for the provision of
integrated security projects.
· The Services division consists of the following
operations:
(i) EXERA -
Integrated risk management services; and
(ii) Ostello Bello -
Boutique hostels
· EXERA employed approximately 1,600 security officers at 31
March 2024 (30 September 2023: 1,400) across 230 sites in Myanmar
(30 September 2023: 200). This growth was driven by the acquisition
of new customers and expansion of services offered to the UN and
embassy client base.
· Ostello Bello operates boutique hostels with ca. 136 beds and
ca. 41 rooms across two locations in Bagan and Mandalay. There has
been a slight increase in occupancy, mainly driven by local
tourism, although the sector remains largely stagnant due to low
inbound international mobility.
SIGNIFICANT AND SUBSEQUENT
EVENTS
The Group did not experience any
significant or subsequent events.
COUNTRY ECONOMIC
UPDATES
The most recent forecast by the
Asian Development Bank ("ADB") is for developing Asia GDP growth of
4.9% in 2024 and 4.9% in 2025.
Inflation in developing Asia is expected to be 3.2% in 2024 and
3.0% in 2025, as supply disruptions persist driving food and fuel
prices growth in the region.
Vietnam
According to the General
Statistics Office of Vietnam ("GSO"), GDP growth for the first
quarter of 2024 was 5.7% YOY, exhibiting strong economic
fundamentals and a long-term positive outlook. According to GSO,
full-year 2023 GDP growth in Vietnam was 5.1% with ADB forecasts
6.0% growth in 2024.
· Average CPI for the first quarter of 2024 increased by 3.8%
compared to the same period last year while the core CPI recorded a
2.8% gain. Customer demand decreased after the Lunar New Year
causing the price of essential goods and services on the market to
decrease, especially food.
· The Vietnamese Dong has been under downward pressure since
the beginning of 2024. The State Bank of Vietnam ("SBV") took
measures to stabilise the exchange rate by reactivating T-bill
issuance for three consecutive weeks in March, withdrawing
approximately $6.9 billion from the economy and increasing bond
yields. However, in early April 2024, the SBV injected around $0.4
billion into circulation. SBV announced readiness to intervene and
stabilise the exchange rate as needed, backed by foreign exchange
reserves exceeding $100.0 billion.
· Vietnam's exports in the first quarter of 2024 are estimated
to have grown by 17.0% YOY to $93.1 billion, while imports were
estimated to have increased by 13.9% YOY to $85.0 billion. This led
to a trade surplus of $8.1 billion, according to the
GSO.
· Vietnam is increasingly attractive to global manufacturers as
they look to diversify production away from China. S&P Global
expects industrial production to continue expanding, bolstered by
improving exports. GSO estimates that Vietnam's Index of Industrial
Production ("IIP") for April 2024 increased 7.4% YOY.
· Foreign Direct Investment ("FDI") attraction and disbursement
have stood out as bright spots amidst the contraction in global
trade and investment. The total registered FDI in the first quarter
of 2024 reached $6.2 billion, reflecting a 13.4% increase YOY. The
FDI disbursement reached $4.6 billion, up 7.1% YOY, representing
the highest implementation level in the past five years and
demonstrating Vietnam's attractiveness to foreign
investors.
· Vietnam is also experiencing rapid demographic and social
change as its population is forecasted to grow from 99.4 million
today to 120.0 million by 2050. GSO estimates that 73.3% of the
labor force is under 50 years old, with a life expectancy of 73.7
years in 2023 - the highest among countries in the region at
similar income levels.
· According to the EF English Proficiency Index ("EF EPI"),
Vietnam is classified as "moderate proficiency" and ranks 58th
globally in 2023. In addition, the country falls within the "high"
category of the Human Development Index, ranking fourth in
ASEAN.
Myanmar
· Myanmar's economy remains stagnant with the World Bank
forecasting 1.0% GDP growth in 2024. Recent data and surveys
suggest that the industrial and service sectors are expected to
experience moderate growth at 1.5% and 2.5%,
respectively.
· Myanmar experienced a 6.0% increase in imports in 2023,
driven by improved local demand following economic challenges from
the previous year's COVID-19 impact. At the same time, exports
declined resulting in a trade deficit. An overall reduction in
total trade volume is expected in 2024 influenced by constraints on
cross-border financial transactions and disruptions in border trade
due to armed conflicts in key regions.
· Despite attempts to stabilise the Myanmar Kyats ("MMK")
against the USD, it depreciated
significantly in May 2024 and the trend is likely to persist due to
escalating conflicts. Ongoing lack of FDI and depressed business
trust results in a diminished export outlook.
· Rice and fuel prices have remained stable due to price
ceilings being enforced by the Myanmar Rice Federation and the
State Administrative Council's restricted selling price ranges for
retailers. Despite these efforts, IMF data showed that the
inflation rate reached 20% at the end of 2023.
· According to the World Bank's "State of Education in Myanmar"
report, there has been a significant rise in the proportion of
household budgets allocated to private tutoring in 2023 to support
children's education.
· According to the International Labor Organization's report on
the Myanmar Labor market, the unemployment rate in Myanmar was
about 45.5% in 2022, one of the highest in the region. Labor
productivity, as measured by real GDP per worker, declined by 10.0%
in the first half of 2022 as skilled workers struggled to find
employment.
· Myanmar faces fundamental infrastructure challenges
exacerbated by the recent slowdown in FDI, lack of international
assistance, and severe power cuts during dry season due to heavy
reliance on hydropower for electricity. Moreover, approximately 80%
of natural gas production is committed through long-term contracts
to neighboring nations, resulting in a growing disparity between
electricity supply and demand.
· Political instability, the introduction of a conscription
law, and uncertainties have dampened optimism for Myanmar's
economic outlook in 2024, resulting in subdued expectations for the
future.
Enrico Cesenni (OSI), Chief Executive Officer of Asia
Strategic, commented:
"The financial year 2024 has
started strongly for Asia Strategic, with the Group exceeding $14
million in revenue for the first six-month period.
Group revenue grew 26% to $14.4
million, with Education revenue up 24%, highlighting strong demand
for education in Vietnam and Myanmar despite challenging
macroeconomic conditions. The Services division returned to growth
with a 33% YOY increase, driven by the growth of its customer base
and the introduction of higher value-added services.
The Group is experiencing
operational efficiencies as its school portfolio matures. The gross
profit margin remains healthy at 58%, equivalent to $8.3 million
(6M23: $6.5 million). Since the beginning of FY24, the Group has
invested $1.0 million to open nine schools across both countries,
demonstrating our commitment to service increasing demand from our
existing markets.
Asia Strategic now operates seven
brands across two countries. To support robust growth, the Group
reorganised its administrative offices into shared service
functions, providing scalable, high-quality service to onboard and
support new businesses. As schools mature and core competencies are
established across shared service functions, the Group is on track
to achieve better cost efficiency and sustainable returns in the
coming years.
We extend our gratitude to our
valued shareholders for their continued support and to all staff
members across Asia Strategic for their hard work and commitment
during these challenging
times."
For more information, please
visit www.asia-strategic.com
or
contact:
Asia Strategic Holdings Ltd.
Richard Greer, Independent
Non-Executive Chairman
Enrico Cesenni (OSI), Founder and
CEO
|
richard@asia-strategic.com
enrico@asia-strategic.com
|
Allenby Capital Limited (Broker)
Nick Athanas
Nick Naylor
Lauren Wright
|
+44 (0) 20 3328
5656
|
Yellow Jersey PR (Financial PR)
Shivantha Thambirajah
Bessie Elliot
|
+44 (0) 20 3004 9512
|
Notes to editors
Asia Strategic Holdings Ltd. (LSE:
ASIA) is an independent developer and operator of consumer
businesses in Emerging Asia, specifically Vietnam and Myanmar, two
of the world's fastest-growing economies. The Group's portfolio
focuses on Education and Services.
Education: The Group operates
brands in English language learning, coding, K-12 international
education, and tertiary education, with 29 schools serving over
9,100 students at
31 March 2024.
The Group entered into an
exclusive agreement with Wall Street English in 2017 for operating
rights to Myanmar and secured rights to operate Wall Street English
Vietnam through an acquisition in 2020. At 31 March 2024, Wall
Street English Vietnam operated eight schools and served ca. 3,600
students, while Wall Street English Myanmar operated six schools
and served ca. 3,600 students.
The Group also signed an exclusive
agreement with Kids&Us in 2022 to offer English language
learning for children in Vietnam and Myanmar. At 31 March 2024,
Kids&Us Vietnam operated five schools and served ca. 570
students, while Kids&Us Myanmar operated three schools and
served ca. 290 students.
In 2023, the Group entered into an
exclusive franchising agreement with Logiscool to develop coding
schools for children in Vietnam and Myanmar.
At 31 March 2024, Logiscool Vietnam operated two
schools and served ca. 10 students while Logiscool Myanmar operated
one school and served ca. 70
students.
Yangon American International
School launched in August 2019. It is an accredited International
Baccalaureate ("IB") Primary Years Programme ("PYP") school and a
candidate school for the IB Middle Years Programme ("MYP")
accreditation. The school offered up to seventh grade in the
Academic Year 2023/24 and served ca. 120 students at 31 March
2024.
The company has partnerships with
Auston Institute of Management (Singapore) and Liverpool John
Moores University (UK) to offer internationally recognised
engineering and IT diplomas and degrees. Auston has two campuses in
Yangon and Mandalay and had ca. 890 enrolled students at 31 March
2024.
Services: through its acquisition
of EXERA in 2018, the Group provides protection of assets, risk
management, secure logistics and people safety services to a wide
range of international and local clients across Myanmar. EXERA
employs approximately 1,600
well-trained security officers in Myanmar. The
company also manages two boutique hotels in core tourist
destinations in Myanmar under the brand Ostello Bello.
Deploying an asset-light strategy,
Asia Strategic Holdings is well-positioned to offer investors early
exposure to the robust fundamentals of Vietnam and
Myanmar.
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on Asia Strategic Holdings please sign up here under the
'RNS' header: https://asia-strategic.com/investor-relations/
OPERATIONAL
REVIEW
EDUCATION
The Group's objective for its
Education division is to become a leading
operator and retailer of tech-enabled education services in
Emerging Asia.
Revenue from owned Education
businesses increased 24% YOY to $10.9 million for 6M24 (6M23: $8.8
million).
At 31 March 2024, the current and
non-current deferred revenue from Education businesses,
representing cash received in advance of service performance, were
$9.8 million and
$1.4 million, compared to $10.3 million and $1.1 million at 30
September 2023.
Within its Education division, the
Group provides educational products for children, teens, and adults
through five brands active across Vietnam and Myanmar.
Franchised brands
Wall Street English is a
leading English language education provider for adults with
over 120,000 students in 34 countries. The flexible and integrated blended
learning solution is offered online or through a hybrid
online/in-centre approach.
Kids&Us is
a leading English language education provider for
children starting at age one and operates in 9 countries with over
180,000 students across 500 schools. The unique teaching method
focuses on natural language acquisition, personalised for each
student's age and experiences.
Logiscool is an enrichment
programme that teaches children coding and digital literacy.
Logiscool operates in 30 countries through more
than 210 locations with over 220,000 students. Logiscool's unique
educational platform is developed so users can easily transition
from visual coding to text-based programming languages.
Own brands
Auston is a private higher education school operator in Myanmar that
offers internationally recognised engineering and IT diplomas and
degrees through partnerships with Liverpool John Moores University
in the UK and the Auston Institute of Management in
Singapore.
Yangon American International School
offers an international K-12 education, is an
accredited International Baccalaureate ("IB") Primary Years
Programme ("PYP") school and is a candidate to be accredited as an
IB Middle Years Programme ("MYP") school.
While each brand has its own
unique characteristics and customer base, economies of scope,
experience and scale are achieved through common management.
One example is the creation of learning centres where multiple
brands occupy the same building or are in close proximity, reducing
construction and operating costs, while creating one-stop
educational experiences for families.
The Group generates student
revenue from the businesses it owns and operates. The fees paid by
students vary depending on the type and duration of the service as
well as when the course begins.
Historically, the Group also
generated revenue through management fees from the operations it
managed. In FY23, the Group completed service delivery to legacy
students of a related party.
Vietnam
Revenue from Education businesses
in Vietnam increased 3% YOY to $4.2 million for 6M24 (6M23: $4.1
million).
At 31 March 2024, the current and
non-current deferred revenue from Education businesses in Vietnam,
representing cash received in advance of service performance, was
$3.9 million and
$80k compared to $4.2 million and $60k at 30 September
2023.
Wall Street English Vietnam is the
largest revenue contributor in Vietnam and for the Group. Revenue
from Kids&Us Vietnam is expected to increase as schools reach
capacity and new ones open. Logiscool Vietnam will start
contributing in FY24, following a similar growth pattern to
Kids&Us Vietnam.
Wall Street
English Vietnam
·
Revenue from Wall Street English Vietnam declined
1% YOY to $3.9 million for 6M24 (6M23: same).
·
Wall Street English Vietnam saw the number of
students decreased marginally by 1% compared to 30 September 2023
due to (i) a difficult macroeconomic environment and (ii) mixed
commercial performance.
·
Since the start of FY24, a key focus has been on
developing and commercialising an online sales team selling an
online product. This initiative targets the growing middle class
providing accessibility to those not living near schools in Ho Chi
Minh City as well as throughout the country.
·
At 31 March 2024, Wall Street English Vietnam
operated seven schools in Ho Chi Minh City and one school in Binh
Duong.
·
In October 2023 and June 2024, Wall Street
English Vietnam opened its eighth and ninth schools in Ho Chi Minh
City. The eighth school shares a location with Kids&Us and
Logiscool and the ninth with Kids&Us. This creates learning
hubs and reduces administrative expenses and rent.
·
Total investment in facilities for 6M24 was $0.2
million, reflecting the opening of one new school in Ho Chi Minh
City.
Kids&Us Vietnam
·
Revenue from Kids&Us Vietnam increased to
$0.2 million for 6M24 (6M23: $84k).
·
Growth in the number of students was steady
throughout the year, yielding 563 students at 31 March 2024.
Additional school openings and stronger brand recognition
contribute to increasing numbers of students, which is a leading
growth driver.
·
At 31 March 2024, Kids&Us Vietnam operated
five schools in Ho Chi Minh City.
·
In October 2024 and June 2024, Kids&Us
Vietnam opened its fifth and sixth schools in Ho Chi Minh City. The
fifth school shares a location with Wall Street English and
Logiscool and the sixth with Wall Street English. This creates
learning hubs and reduces administrative expenses and
rent.
·
Total investment in facilities for 6M24 was $60k
reflecting the opening of one new school in Ho Chi Minh
City.
Logiscool Vietnam
·
In June 2023, the Group entered into an exclusive
franchising agreement with Logiscool to develop coding schools for
children in Vietnam.
·
At 31 March 2024, Logiscool Vietnam operated two
schools one in Ho Chi Minh City and one in Binh Duong.
·
Logiscool Vietnam opened its maiden school in Ho
Chi Minh City in October 2023 and a second school in Binh Duong in
December 2023. The first school shares a location with Wall Street
English and Kids&Us, and the second with Wall Street English.
This creates learning hubs and reduces administrative expenses and
rent.
·
Total investment in facilities for 6M24 was $0.1
million reflecting the opening of two new schools in Ho Chi Minh
City and Binh Duong.
Myanmar
Revenue from Education businesses
in Myanmar increased 42% YOY to $6.7 million for 6M24 (6M23: $4.7
million).
At 31 March 2024, the current and
long-term deferred revenue from Education businesses in Myanmar,
representing cash received in advance of service performance, were
$5.9 million and
$1.3 million, compared to $6.1 million and $1.0 million at 30
September 2023.
Wall Street English Myanmar is the
largest English language education provider and the top revenue
contributor to the Group in Myanmar. Auston saw the fastest revenue
growth among the Group's education businesses in Myanmar and is
expected to remain a strong contributor due to its longer programme
duration compared to Wall Street English Myanmar. Yangon American
International School saw a marginal revenue increase, with student
numbers surpassing previous highs. Kids&Us Myanmar, which began
service in June 2023, has gained strong traction since its
inception. Logiscool Myanmar recently commenced operations and is
experiencing a similar growth trajectory to Kids&Us
Myanmar.
Wall Street English Myanmar
·
Revenue from Wall Street English Myanmar
increased 12% YOY to $3.8 million for 6M24 (6M23: $3.4 million) due
to the continued robust demand for English language training in a
market with few alternatives.
·
In December
2023, Wall Street
English Myanmar opened its second school in Mandalay (sixth in
Myanmar) to meet growing demand from the city attributed to the
recent influx of migrants from nearby third-tiered
cities.
·
Wall Street English Myanmar also introduced the
"community centre" a concept that leverages the Global Online
Classroom provided by Wall Street English International,
eliminating the need for Encounter Classrooms. This results in
smaller unit sizes and fewer dedicated native English speakers,
reducing investment costs, operating costs, and rent.
·
At March 2024, Wall Street English Myanmar
operated six schools with four in Yangon and two in
Mandalay.
·
In December 2023, Wall Street English Myanmar
opened its sixth school in Mandalay.
·
Total investment in facilities for 6M24 was $53k,
reflecting the initial fit out costs for the opening of the sixth
school.
Kids&Us Myanmar
·
Revenue from Kids&Us Myanmar was $0.1 million
for 6M24.
·
The number of students reached 288 at 31 March
2024, confirming a strong product-market fit and indicating
significant growth potential.
·
At March 2024, Kids&Us Myanmar operated three
schools in Yangon.
·
In October 2023 and November 2023, Kids&Us
Myanmar opened its second and third schools in prime areas near
existing Wall Street English schools.
·
Total investment in facilities for 6M24 was $0.3
million, reflecting the opening of schools in Yangon during
6M24.
Logiscool Myanmar
·
In August 2023, the Group entered into an
exclusive franchising agreement with Logiscool, for the development
of coding schools for children in Myanmar.
·
At March 2024, Logiscool Myanmar operated one
school in Yangon.
·
Total investment in facilities for 6M24 was $0.2
million, reflecting the opening of its maiden school in Yangon
during 6M24.
·
A second and third school for Logiscool Myanmar
are already identified and expected to open alongside a Wall Street
English Myanmar and Yangon American International School
tentatively before the end of FY24.
Auston
·
Revenue from Auston increased 136% YOY to $2.2
million for 6M24 (6M23: $0.9 million).
·
The robust revenue growth was driven by a strong
commercial performance, limited competition, and clear
differentiation in the market that allows students to pursue a
career in the tech and engineering sectors.
·
Additionally, the Auston
programme design offers students access to higher diplomas and
bachelor's degrees providing coursework for almost three years.
This long customer lifetime also experiences price increases as
students advance toward graduation.
·
A dedicated campus in Mandalay and an expansion
in Yangon will be opened in FY24 which will significantly increase
capacity to serve the growing number of students and enable the
school to launch more engineering subjects.
·
Total investment in facilities for 6M24 was $16k
reflecting the extension of facilities in Yangon and
Mandalay.
Yangon American International School
·
Revenue from Yangon American International School
increased 34% YOY to $0.6 million for 6M24 (6M23: $0.4
million).
·
The number of students increased 16% to 117 at 31
March 2024 compared to 101 at 30 September 2023.
·
Total investment in facilities for 6M24 was $46k
reflecting initial capital expenditures for the opening of the
Early Years.
·
A site adjacent to the existing facilities was
secured during FY23 and refurbished to provide a standalone Early
Years Village for students ages two to four and opened in April
2024. Subsequent renovations of the ground floor will improve the
current offering, expand capacity, and integrate a Logiscool
school.
SERVICES
The Group's objective is to become
one of the leading risk management partners for organisations
operating across Emerging Asia.
Revenue from owned Services
businesses increased 32% YOY to $3.5 million for 6M24 (6M23: $2.6
million). The managed Services business
contributed $10k for 6M24 (6M23: nil), mainly from Ostello
Bello.
At 31 March 2024, the current
deferred revenue from Services businesses, representing cash
received in advance of service performance, was
$0.8 million,
compared to $0.7 million at 30 September 2023.
Within its Services division, the
Group operates two businesses in Myanmar:
EXERA is
the leading provider of risk management,
consulting, integrated security, manned guarding, secure logistics,
and cash-in-transit services to a wide
range of international and local clients across Myanmar. EXERA's
security officers are trained extensively in accordance with
British Security Industry Association guidelines. EXERA has been
awarded ISO 18788, ISO 9001, and OHSAS 18000 accreditations, and
the ICoCA certification.
Ostello Bello is a boutique hostel operator across the most popular tourist
destinations in Italy and Myanmar. It is renowned for its vibrant,
social atmosphere and exceptional hospitality. Originating in
Italy, the brand expanded internationally offering travelers a
unique and welcoming experience.
The Services division is active
only in Myanmar; however, EXERA plans to commence operations in
Vietnam in FY24.
EXERA
·
Revenue from EXERA increased 32% YOY to $3.5
million for 6M24 (6M23: $2.6 million).
·
The increase in revenue was primarily due to (i)
signing new customer contracts, (ii) the acquisition of new
customers and expansion of services offered to the UN and embassy
client base, and (iii) the introduction and sales of
high-value-added services such as CCTV installations.
Ostello Bello
·
Ostello Bello, a managed business in the Services
division, operates two boutique hostels in Mandalay and Bagan,
Myanmar, with ca. 136 beds and ca. 41 rooms. Hotel-related services
of $10k were generated in 6M24 by Ostello Bello's managed
operations.
·
Currently, Ostello Bello Mandalay accommodates
Group teachers and security personnel, providing a safe environment
and a base from which the Group's Education and EXERA operations
can expand in Mandalay.
FINANCIAL
REVIEW
RESULTS OF
OPERATIONS
|
|
|
|
|
|
6M24
|
6M23
|
6M22
|
FY23
|
FY22
|
$
|
Brand
|
Unaudited
|
Unaudited
|
Unaudited
|
Audited
|
Audited
|
Owned
businesses
|
|
|
|
|
|
Education - Vietnam
|
4,183,035
|
4,055,667
|
3,312,986
|
8,539,813
|
7,391,025
|
- English language
learning
|
Wall Street English
|
3,929,484
|
3,971,580
|
3,312,986
|
8,254,131
|
7,391,025
|
- English language
learning
|
Kids&Us
|
249,524
|
84,087
|
−
|
285,682
|
−
|
- Coding
|
Logiscool
|
4,027
|
−
|
−
|
−
|
−
|
|
|
|
|
|
|
|
Education - Myanmar
|
6,741,082
|
4,741,070
|
1,790,716
|
10,162,576
|
4,485,240
|
- English language
learning
|
Wall Street English
|
3,767,997
|
3,356,148
|
1,248,184
|
6,860,636
|
3,204,937
|
- English language
learning
|
Kids&Us
|
142,739
|
−
|
−
|
24,632
|
−
|
- Coding
|
Logiscool
|
15,922
|
−
|
−
|
−
|
−
|
- Tertiary education
|
Auston
|
2,213,533
|
937,730
|
144,872
|
2,390,112
|
475,907
|
- International school
(K-12)
|
Yangon American
|
600,891
|
447,192
|
397,660
|
887,196
|
804,396
|
|
|
|
|
|
|
|
Education
|
|
10,924,117
|
8,796,737
|
5,103,702
|
18,702,389
|
11,876,265
|
|
|
|
|
|
|
|
Services
|
EXERA
|
3,496,937
|
2,642,785
|
3,025,078
|
5,327,189
|
5,794,603
|
|
|
|
|
|
|
|
Total owned businesses
|
14,421,054
|
11,439,522
|
8,128,780
|
24,029,578
|
17,670,868
|
Managed
businesses
|
|
|
|
|
|
Education (Legacy) -
Myanmar
|
−
|
14,177
|
184,700
|
24,969
|
236,006
|
- English language
learning
|
Wall Street English
|
−
|
14,177
|
184,000
|
−
|
−
|
- Tertiary education
|
Auston
|
−
|
−
|
700
|
−
|
−
|
Services
|
Ostello Bello
|
10,351
|
−
|
−
|
−
|
−
|
Total managed businesses
|
10,351
|
14,177
|
184,700
|
24,969
|
236,006
|
Total revenue
|
14,431,405
|
11,453,699
|
8,313,480
|
24,054,547
|
17,906,874
|
|
|
|
|
|
|
|
|
|
Revenue
from the owned and managed businesses grew by 26% YOY to $14.4
million in 6M24 (6M23:
$11.4 million). The double-digit revenue growth was a result of
strong improvement in Myanmar across the Education businesses
(6M24: 42% YOY) and services businesses (6M24: 33% YOY). The
revenue growth in Vietnam (6M24: 3% YOY) was mainly driven by the
maturation of five Kids&Us schools.
Group gross profit increased 27% YOY
for 6M24 (6M23: 106%), of which the Education division provided 90%
(6M23: same) and the Services division provided 10% (6M23: same).
The robust growth in gross profit is attributable to (i) strong
revenue growth coupled with (ii) margin expansion due to (a) higher
utilisation and operational efficiency of teaching personnel and
facilities across all Education brands, (b) a shift to higher
margin products, and (c) prudent spending on other cost of
service.
|
6M24
|
6M23
|
6M22
|
FY23
|
FY22
|
$
|
Unaudited
|
Unaudited
|
Unaudited
|
Audited
|
Audited
|
|
|
|
|
|
|
Revenue
|
14,431,405
|
11,453,699
|
8,313,480
|
24,054,547
|
17,906,874
|
Cost of services
|
(6,107,945)
|
(4,897,166)
|
(5,130,275)
|
(10,184,215)
|
(9,924,470)
|
Gross profit
|
8,323,460
|
6,556,533
|
3,183,205
|
13,870,332
|
7,982,404
|
Gross profit margin
|
58%
|
57%
|
38%
|
58%
|
45%
|
|
|
|
|
|
|
Other income
|
37,550
|
8,314
|
85,052
|
90,018
|
80,711
|
Foreign exchange loss
|
(584,505)
|
(386,886)
|
(121,198)
|
(1,134,441)
|
(972,259)
|
Administrative and other operating
expenses
|
(9,722,868)
|
(7,988,551)
|
(5,227,357)
|
(17,098,388)
|
(12,146,613)
|
Loss from operations
|
(1,946,363)
|
(1,810,590)
|
(2,080,298)
|
(4,272,479)
|
(5,085,757)
|
Finance cost
|
(617,946)
|
(442,146)
|
(432,306)
|
(979,791)
|
(862,678)
|
Loss before income tax
|
(2,564,310)
|
(2,252,736)
|
(2,512,604)
|
(5,252,270)
|
(5,948,435)
|
Income tax
(expense)/credit
|
-
|
-
|
(82,520)
|
(67,414)
|
(33,646)
|
Loss after income tax
|
(2,564,310)
|
(2,252,736)
|
(2,595,124)
|
(5,319,684)
|
(5,982,081)
|
|
|
|
|
|
|
Selected non-cash items:
|
|
|
|
|
|
Total depreciation of plant and
equipment
|
580,733
|
371,187
|
205,506
|
826,953
|
436,363
|
Total amortisation on of
right-of-use asset
|
1,402,364
|
1,382,345
|
1,350,354
|
2,858,275
|
2,694,870
|
Total amortisation on of
intangible assets
|
49,522
|
38,215
|
28,268
|
80,498
|
74,342
|
(Reversal of)/impairment on trade
and other receivables
|
-
|
(6,187)
|
18,421
|
(9,514)
|
15,453
|
Reversal of impairment of
intangible assets
|
-
|
-
|
-
|
-
|
(30,000)
|
Finance costs (excluding interest
on lease liabilities)
|
94,550
|
44,887
|
65,342
|
105,748
|
115,890
|
Total interest on lease
liabilities
|
523,396
|
398,454
|
372,105
|
875,405
|
754,370
|
|
2,650,565
|
2,228,901
|
2,039,996
|
4,737,365
|
4,061,288
|
Adjusted EBITDA *
|
86,255
|
(23,835)
|
(472,608)
|
(514,905)
|
(1,887,147)
|
|
|
|
|
|
|
Adjusted EBITDA after impact of ROUs
*
|
(1,839,505)
|
(1,804,634)
|
(2,195,067)
|
(4,248,585)
|
(5,336,387)
|
* Key performance indicators for the Group, based
on earnings before interest, income tax, depreciation and
amortisation ("EBITDA") are (i) Adjusted EBITDA (as presented
above) and (ii) Adjusted EBITDA less right-of-use assets and
interest on lease liabilities ("Adjusted EBITDA after impact of
ROUs").
Group adjusted EBITDA was $86k for
6M24 (6M23: $24k loss), driven by the strong performance in the
Education businesses across Myanmar.
Full-time employees were ca. 2,480
as at 31 March 2024 (30 September 2023: ca. 2,200). The increment
is directly linked to school portfolio expansion across both
countries and the acquisition of additional sites under
EXERA.
CASH FLOW EVOLUTION
At 31
March 2024, the Group's cash and cash
equivalents position was $0.8 million. The $0.6 million decrease in
net changes in cash and cash equivalents from 30 September 2023 resulted from the
combination of (i) a $0.7 million inflow from operating activities,
(ii) a $1.2 million outflow from investing activities, and (iii) a
$0.1 million outflow from financing activities.
The Group generated positive cash
flows from operating activities of $0.7 million for
6M24 (6M23: $1.6
million). Operating cash flow before working capital changes for
6M24 is positive $87k down $89k compared to 6M23. The decrease is attributable
to a negative change of $1.1 million in receivables due to a shift
in the payment mix after the introduction of the subscription
model. If repayment of lease liabilities ($1.4 million) were
considered, adjusted cash inflow from operating activities would be
negative $0.7 million (6M23: positive $0.2
million).
The Group incurred cash outflows
from investing activities of $1.2 million for 6M24 (6M23: $0.8 million), mainly spent on
leasehold improvements for the opening of (i) four schools in
Vietnam (Wall Street English 1 / Kids&Us 1 and Logiscool 2),
(ii) four schools in Myanmar (Wall Street English 1 / Kids&Us 2
/ Logiscool 1), (iii) the opening of Early Years Village at the
Yangon American. These expansions increased capacity and visibility
and ensured the businesses protect and grow market
share.
Cash flows from financing amounted
to negative $0.1 million for 6M24
(6M23: negative $1.5 million), of which repayment of lease
liabilities totaled $1.4 million (6M23: $1.4 million). Cash flows from
financing, before repayment of lease liabilities, was positive $1.3
million for 6M24 (6M23: negative $0.1 million), which comprised of proceeds from
shareholder's loan ($1.3 million) utilised mainly to open new
school for existing and new Education brands.
LIQUIDITY MANAGEMENT AND GOING
CONCERN
The Board of Directors has
reviewed in detail the Group cash flow forecast for the next 24
months. This forecast considered the time
needed for new and non-performing businesses to
turn profitable. The Group conducted extensive
stress testing on various scenarios calibrating the
duration it might take for these businesses to recover as
well as other items impacting
future performance, such as the general macroeconomic
environment and initiatives within the management's
control.
The Board of Directors
determined management has control over sufficient mitigating
actions to manage cash outflows, such as prioritising capital
expenditures, reducing operational activities of non−performing
business divisions and pausing discretionary spending. Other key
considerations included:
a) The Group
meticulously plans its business expansion and continuously monitors
how changes to the political and economic environment may
potentially impact its business operations, particularly in
Myanmar. Since FY23, Myanmar businesses have been self-sustainable
and no financial support has been required;
b) Negative Cash
Conversion Cycle for many businesses as tuition fees and certain
risk management services are generally collected up to twelve
months in advance of service delivery. Refer to Note 4 for further
details;
c) Flexible
discretionary capital spending as any capital expenditures in
Myanmar would be funded through excess capital earned locally;
and
d) Access to
unutilised Loan Facility as disclosed in Note 15.
Established businesses within the
Education and Services divisions in Myanmar generate sufficient
cash flows to support the existing operations and their expansion
as well as the establishment of new brands in Myanmar. Management
expects this trend to continue for the foreseeable
future.
In Vietnam the macroeconomic
outlook has improved in 2024 and we anticipate further growth from
businesses as new schools continue to open and new brands gain
traction.
Therefore, at the date of this
report, the Directors have concluded that the Group has adequate
financial resources to cover its working capital needs for the next
twelve months.
CONDENSED INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
For the financial period from 1 October 2023 to 31 March
2024
$
|
Note
|
6M24
|
6M23
|
|
|
|
|
Revenue
|
4
|
14,431,405
|
11,453,699
|
Cost of services
|
|
(6,107,945)
|
(4,897,166)
|
Gross profit
|
|
8,323,460
|
6,556,533
|
Other income
|
|
37,549
|
8,314
|
Administrative and other operating
expenses
|
|
(10,307,373)
|
(8,375,437)
|
Loss from operations
|
|
(1,946,364)
|
(1,810,590)
|
|
|
|
|
Finance cost
|
6
|
(617,946)
|
(442,146)
|
|
|
|
|
Loss before income tax
|
7
|
(2,564,310)
|
(2,252,736)
|
|
|
|
|
Income tax expense
|
8
|
−
|
−
|
|
|
|
|
Loss after income tax
|
|
(2,564,310)
|
(2,252,736)
|
|
|
|
|
Other comprehensive income:
|
|
|
|
Items that may be
reclassified subsequently
to profit or
loss:
|
|
|
|
Exchange difference in translation
of foreign operations
|
|
11,264
|
(19,959)
|
|
|
|
|
Items that will not be
reclassified subsequently to profit or
loss:
|
|
|
|
Changes in fair value of equity
instruments at FVOCI
|
12
|
(49,363)
|
(80,774)
|
|
|
|
|
Other comprehensive income for the
period, net of tax
|
|
(38,099)
|
(100,733)
|
|
|
|
|
Total comprehensive income
|
|
(2,602,409)
|
(2,353,469)
|
|
|
|
|
Loss for the period attributable to:
|
|
|
|
Owners of the Company
|
|
(2,564,310)
|
(2,252,736)
|
|
|
|
|
Total comprehensive income attributable to:
|
|
|
|
Owners of the Company
|
|
(2,602,409)
|
(2,353,469)
|
|
|
|
|
Loss per share attributable to the owners of
the
Company ($)
|
|
|
|
- Basic and diluted ($)
|
19
|
(0.86)
|
(0.77)
|
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 2024
|
|
|
|
$
|
Note
|
31 Mar
2024
|
30 Sep
2023
|
|
|
|
|
ASSETS
|
|
|
|
Non-current assets
|
|
|
|
Plant and equipment
|
9
|
3,246,572
|
2,846,539
|
Intangible assets
|
10
|
6,621,507
|
6,705,035
|
Right-of-use assets
|
11
|
11,768,970
|
11,383,340
|
Financial assets at
FVOCI
|
12
|
−
|
49,363
|
Trade and other
receivables
|
13
|
2,014,106
|
1,828,771
|
Total non-current assets
|
|
23,651,155
|
22,813,048
|
|
|
|
|
Current assets
|
|
|
|
Inventories
|
|
293,296
|
222,395
|
Trade and other
receivables
|
13
|
3,513,298
|
2,481,989
|
Cash and cash
equivalents
|
14
|
848,471
|
1,489,812
|
Total current assets
|
|
4,655,065
|
4,194,196
|
Total assets
|
|
28,306,220
|
27,007,244
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
Liabilities
|
|
|
|
Non-current liabilities
|
|
|
|
Contract liabilities
|
4
|
1,404,248
|
1,096,763
|
Shareholder loan
|
15
|
3,928,365
|
2,577,181
|
Lease liabilities
|
|
10,391,602
|
9,869,397
|
Total non-current liabilities
|
|
15,724,215
|
13,543,341
|
|
|
|
|
Current liabilities
|
|
|
|
Contract liabilities
|
4
|
10,648,355
|
10,996,568
|
Trade and other
payables
|
16
|
7,375,063
|
5,840,468
|
Lease liabilities
|
|
2,411,834
|
2,251,819
|
Tax payables
|
|
3,906
|
7,368
|
Total current liabilities
|
|
20,439,158
|
19,096,223
|
Total liabilities
|
|
36,163,373
|
32,639,564
|
|
|
|
|
Equity
|
|
|
|
Share capital
|
17
|
21,919,638
|
21,639,638
|
Convertible notes
|
18
|
5,730,000
|
5,730,000
|
Accumulated losses
|
|
(36,108,851)
|
(33,544,541)
|
Other reserves
|
|
602,060
|
542,583
|
Total equity
|
|
(7,857,153)
|
(5,632,320)
|
Total liabilities and equity
|
|
28,306,220
|
27,007,244
|
|
|
|
|
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 2023 to 31 March
2024
The timing of revenue recognition
would affect the amount of revenue and deferred revenue recognised
as at the reporting date in the condensed consolidated statement of
financial position.
$
|
31 Mar
2024
|
30 Sep
2023
|
Contract
liabilities
|
|
|
Deferred revenue
|
12,052,603
|
12,093,331
|
|
|
|
Analysed
as:
|
|
|
Current
|
10,648,355
|
10,996,568
|
Non-current
|
1,404,248
|
1,096,763
|
|
12,052,603
|
12,093,331
|
Significant changes in contract
liabilities are as detailed below:
$
|
6M24
|
FY23
|
|
|
|
At beginning of financial
period
|
12,093,331
|
9,966,048
|
Cash received in advance of
performance
and not recognised as
revenue
|
11,426,369
|
21,141,695
|
Revenue recognised during the
financial
period/year:
|
|
|
- On contract liabilities at
beginning of financial period/year
|
(6,149,337)
|
(9,802,821)
|
- On cash
received in advance during financial period/year
|
(5,249,921)
|
(9,069,965)
|
|
(11,399,258)
|
(18,872,786)
|
Foreign exchange
difference
|
(67,839)
|
(141,626)
|
At end of financial
period/year
|
12,052,603
|
12,093,331
|
|
|
|
Remaining performance
obligations
Deferred revenue pertains to cash
received in advance of performance according to the
following:
(1) Tuition fees: collected 1 to
12 months (30 September 2023: same) and more than 12 months for
certain students who prepaid in advance of course period. Deferred
revenues from tuition fees are recognised over the duration of the
respective course and the remaining contract period ranging from 1
to 4 years (30 September 2023: 1 to 6) years.
(2) Fees relating to risk
management services: generally collected 6 to 12 months (30
September 2023: same) in advance of risk management services to the
customer. Deferred revenue is expected to be realised within 1 to 2
years (30 September 2023 1 year).
6M24
|
|
|
$
|
Education
|
Services
|
Corporate
|
Total
|
Revenue
|
10,924,117
|
3,507,288
|
-
|
14,431,405
|
Cost of services
|
(3,444,038)
|
(2,663,907)
|
-
|
(6,107,945)
|
Gross profit
|
7,480,079
|
843,381
|
-
|
8,323,460
|
Other income
|
37,141
|
357
|
51
|
37,549
|
Foreign exchange loss,
net
|
(552,464)
|
(16,903)
|
(15,138)
|
(584,505)
|
Administrative and other operating
expenses
|
(7,726,802)
|
(676,172)
|
(1,319,894)
|
(9,722,868)
|
(Loss)/profit from
operations
|
(762,046)
|
150,663
|
(1,334,981)
|
(1,946,364)
|
Finance cost
|
(511,796)
|
(11,600)
|
(94,550)
|
(617,946)
|
Segment (loss)/profit
|
(1,273,842)
|
139,063
|
(1,429,531)
|
(2,564,310)
|
Income tax expense
|
-
|
-
|
-
|
-
|
(Loss)/profit after income tax
|
(1,273,842)
|
139,063
|
(1,429,531)
|
(2,564,310)
|
Other non-cash items:
|
|
|
|
|
Total depreciation of plant and
equipment
|
537,724
|
42,818
|
191
|
580,733
|
Total amortisation of right-of-use
asset
|
1,338,244
|
64,120
|
-
|
1,402,364
|
Total amortisation of intangible
assets
|
49,522
|
-
|
-
|
49,522
|
Finance costs (excluding interest
on lease liabilities)
|
-
|
-
|
94,550
|
94,550
|
Total interest on lease
liabilities
|
511,796
|
11,600
|
-
|
523,396
|
|
2,437,286
|
118,538
|
94,741
|
2,650,565
|
|
|
|
|
|
Adjusted EBITDA
|
1,163,444
|
257,601
|
(1,334,790)
|
86,255
|
|
|
|
|
|
Adjusted EBITDA after
impact of ROU
|
(686,596)
|
181,881
|
(1,334,790)
|
(1,839,505)
|
|
|
|
|
|
Reportable segment assets
as at 31 March
2024
|
|
|
|
|
Total Group's assets
|
24,001,348
|
4,222,813
|
82,059
|
28,306,220
|
Included in the segment
assets:
|
|
|
|
|
Additions:
|
|
|
|
|
Plant and equipment
|
1,003,531
|
21,035
|
-
|
1,024,566
|
Right-of-use assets
|
2,648,670
|
-
|
-
|
-
|
|
|
|
|
|
Reportable segment liabilities as at
31 March
2024
|
(29,708,408)
|
(1,934,365)
|
(4,520,600)
|
(36,163,373)
|
|
|
|
|
|
6M23
|
|
|
|
|
|
Education
|
Services
|
Corporate
|
Total
|
|
$
|
(Restated)
|
(Restated)
|
(Restated)
|
(Restated)
|
|
|
|
|
|
|
|
Revenue
|
8,810,914
|
2,642,785
|
−
|
11,453,699
|
|
Cost of services
|
(2,937,114)
|
(1,960,052)
|
−
|
(4,897,166)
|
|
Gross profit
|
5,873,800
|
682,733
|
−
|
6,556,533
|
|
Other income
|
6,137
|
541
|
1,636
|
8,314
|
|
Foreign exchange loss,
net
|
(308,308)
|
(42,782)
|
(35,796)
|
(386,886)
|
|
Administrative and
other
operating
expenses*
|
(6,330,290)
|
(421,653)
|
(1,236,608)
|
(7,988,551)
|
|
(Loss)/profit from
operations
|
(758,661)
|
218,839
|
(1,270,768)
|
(1,810,590)
|
|
Finance cost
|
(383,633)
|
(13,626)
|
(44,887)
|
(442,146)
|
|
Segment (loss)/profit
|
(1,142,294)
|
205,213
|
(1,315,655)
|
(2,252,736)
|
|
Income tax expense
|
−
|
−
|
−
|
−
|
|
(Loss)/profit after
income tax
|
(1,142,294)
|
205,213
|
(1,315,655)
|
(2,252,736)
|
|
|
|
|
|
|
|
Other non-cash items:
|
|
|
|
|
|
Total depreciation of plant and
equipment
|
354,545
|
16,451
|
191
|
371,187
|
|
Total amortisation of right-of-use
asset
|
1,277,702
|
104,643
|
−
|
1,382,345
|
|
Total amortisation of intangible
assets
|
38,048
|
167
|
−
|
38,215
|
|
Reversal of impairment of trade
and other receivables
|
−
|
(6,187)
|
−
|
(6,187)
|
|
Finance costs (excluding interest
on lease liabilities)
|
−
|
−
|
44,887
|
44,887
|
|
Total interest on lease
liabilities
|
383,633
|
14,821
|
−
|
398,454
|
|
|
2,053,928
|
129,895
|
45,078
|
2,228,901
|
|
|
|
|
|
|
|
Adjusted EBITDA
|
911,634
|
335,108
|
(1,270,577)
|
(23,835)
|
|
|
|
|
|
|
|
Adjusted EBITDA after
impact of ROU
|
(749,701)
|
215,644
|
(1,270,577)
|
(1,804,634)
|
|
|
|
|
|
|
|
Reportable segment assets
as at 30 September
2023
|
23,463,580
|
3,417,508
|
76,793
|
26,957,881
|
|
Investment in FVOCI
|
-
|
-
|
49,363
|
49,363
|
|
Total Group's assets
|
|
|
|
27,007,244
|
|
|
|
|
|
|
|
Included in the segment
assets:
|
|
|
|
|
|
Additions:
|
|
|
|
|
|
Plant and equipment
|
1,430,823
|
295,018
|
−
|
1,725,841
|
|
Right-of-use assets
|
249,989
|
−
|
−
|
2,974,530
|
|
|
|
|
|
|
|
Reportable segment liabilities
as at 30 September
2023
|
(27,978,838)
|
(1,448,661)
|
(3,212,065)
|
(32,639,564)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* During the financial period, the Group reorganised its
administrative offices into shared service functions. Accordingly,
the comparative segmental report relating to administrative and
other operating expenses for 6M23 has been reflected in the revised
cost structure of the respective business units.
Geographic information
The Group's operates in three main
geographical areas. Revenue is based on the country in which the
customers are located and services were delivered. Segment
non-current assets consist primarily of non-current assets other
than financial instruments and deferred tax assets. Segment
non-current assets are shown by geographic area in which the assets
are located.
|
|
$
|
6M24
|
6M23
|
|
|
|
Revenue
|
|
|
Vietnam
|
4,183,035
|
4,055,667
|
Myanmar
|
10,241,106
|
7,398,032
|
Singapore
|
7,264
|
−
|
|
14,431,405
|
11,453,699
|
|
|
|
$
|
31
Mar 2024
|
30
Sep 2023
|
Segment non-current assets
|
|
|
Vietnam
|
12,700,608
|
12,176,631
|
Myanmar
|
8,916,679
|
8,736,631
|
Singapore
|
19,762
|
21,652
|
|
21,637,049
|
20,934,914
|
Non-current assets consist of
plant and equipment, intangible assets and right-of-use assets in
the Group condensed consolidated statement of financial
position.
5 EMPLOYEE BENEFIT
EXPENSES
$
|
6M24
|
6M23
|
|
|
|
Wages, salaries and
allowances*
|
7,749,795
|
6,547,802
|
Share-based
compensation*
|
97,576
|
169,220
|
Staff insurance and medical
expenses
|
209,568
|
145,412
|
Staff accommodation and
welfare
|
153,259
|
162,910
|
Termination benefits
|
2,763
|
13,461
|
Others
|
140,090
|
110,613
|
|
8,353,051
|
7,149,418
|
|
|
|
Total
employee benefit expenses:
|
|
|
- Cost of
services
|
3,767,512
|
3,180,903
|
- Administrative and
other operating expenses
|
4,585,539
|
3,968,515
|
|
8,353,051
|
7,149,418
|
|
|
|
*Included in these expenses are Director fees and
remuneration.
6
FINANCE COST
|
|
|
$
|
6M24
|
6M23
|
Interest expenses:
|
|
|
- Lease liabilities
|
523,396
|
397,259
|
- Insurance financing
|
438
|
−
|
- Shareholder Loan (Note
15)
|
94,112
|
44,887
|
|
617,946
|
442,146
|
|
|
|
|
7 LOSS BEFORE
INCOME TAX
Depreciation and amortisation
expenses relating to plant and equipment, right-of-use assets and
intangible assets directly attributable to provision of services
and for operating activities are included in the "cost of services"
and "administrative and other operating expenses", respectively in
the condensed consolidated statement of comprehensive
income.
In addition to the charges and
credits disclosed elsewhere in the financial statements, the loss
before income tax includes the following
charges/(credits):
|
|
$
|
6M24
|
6M23
|
Cost of
services
|
|
|
Academic expenses
|
940,140
|
812,060
|
Student enrolment and support
fees
|
649,281
|
450,961
|
Expenses relating to student
instalment plans
|
76,550
|
146,135
|
Depreciation expense
|
73,173
|
50,019
|
Security service
expenses
|
491,694
|
116,050
|
Hotel related operating
expenses
|
10,442
|
25,834
|
Amortisation of right-of-use
assets
|
−
|
39,957
|
Amortisation of intangible
assets
|
1,573
|
1,574
|
Interest on lease
liabilities
|
−
|
1,195
|
|
|
|
Administrative and other
operating expenses:
|
|
|
Amortisation of right-of-use
assets
|
1,402,364
|
1,342,388
|
Amortisation of intangible
assets
|
47,949
|
36,641
|
Selling and marketing
expenses
|
1,528,849
|
1,217,905
|
Professional fees
|
401,616
|
243,715
|
Depreciation expense
|
507,560
|
321,168
|
Lease expenses on:
|
|
|
- Short
term lease expense
|
293,924
|
146,614
|
- Lease concession
|
(13,562)
|
(46,307)
|
Travelling and transportation
expenses
|
177,830
|
222,138
|
|
|
|
8 INCOME TAX
EXPENSE
The corporate income tax rate
applicable to the Company and its subsidiaries in Singapore is 17%
(6M23: 17%). The
Group has significant operations in Myanmar and Vietnam, for which
the applicable corporate income tax rates are 22%
(6M23: 22%) and
20% (6M23: 20%),
respectively.
Taxation for other jurisdictions
is calculated at the rates prevailing in the relevant
jurisdictions. Certain subsidiaries of the Group have no chargeable
income and/or unutilised tax losses to set-off.
9 PLANT AND
EQUIPMENT
The changes in the net carrying
amount of plant and equipment are summarised below.
|
|
$
|
6M24
|
6M23
|
Purchase of plant and
equipment
|
|
|
- Office equipment, computers and
books
|
241,119
|
298,098
|
- Furniture and
fittings
|
89,869
|
65,816
|
- Leasehold
improvements
|
369,183
|
207,787
|
-
Construction-in-progress
|
324,395
|
186,826
|
|
1,024,566
|
758,527
|
|
|
|
Depreciation for the financial
period
|
(580,733)
|
(371,187)
|
Construction-in-progress mainly
relates to leasehold improvements / renovations for (i) one each,
Kids&Us and Wall Street English school in Vietnam, and (ii) one
Wall Street English school in Myanmar.
10 INTANGIBLE
ASSETS
The carrying amounts of
significant intangible assets allocated to the respective
cash-generating units ("CGU") have been grouped to the following
segments:
|
Education
|
Services
|
|
Myanmar
|
Vietnam
|
Myanmar
|
$
|
31 Mar
2024
|
30 Sep
2023
|
31 Mar
2024
|
30 Sep
2023
|
31 Mar
2024
|
30 Sep
2023
|
|
|
|
|
|
|
|
Goodwill
|
−
|
−
|
4,525,062
|
4,600,695
|
1,438,990
|
1,438,990
|
Area
development and opening fees
|
202,694
|
219,451
|
420,602
|
405,820
|
−
|
−
|
|
|
|
|
|
|
|
As of the reporting date, there
are no new additions to intangible assets except for $50,000
opening fee for a new school. Amortisation was $49,522 for 6M24 vs.
$38,215 for 6M23.
11 RIGHTS-OF-USE
ASSETS
The changes in the net carrying
amount of rights-of-use assets ("ROU") are summarised
below.
|
|
$
|
6M24
|
6M23
|
|
|
|
Additions in ROU
|
2,648,670
|
318,554
|
Amortisation
|
(1,402,364)
|
(1,382,345)
|
Lease modification
|
(756,162)
|
(102,591)
|
As at 31 March 2024, the net
carrying amounts of ROU and lease liabilities arising from lease of
offices and schools from a related party (refer to entities where a
Director of certain subsidiaries of the Group have beneficial
interests) of the Group amounted to $4,424,959 and $4,367,061 (30
September 2023: $3,543,472 and $3,332,125), respectively. These
related party transactions were at terms agreed between the
respective parties.
12 FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER
COMPREHENSIVE INCOME ("FVOCI")
$
|
6M24
|
FY23
|
|
|
|
|
|
|
At beginning of financial
period/year
|
49,363
|
157,062
|
Fair value recognised in other
comprehensive
income
|
(49,363)
|
(107,699)
|
At end of financial
period/year
|
−
|
49,363
|
13 TRADE AND OTHER RECEIVABLES
$
|
31 Mar
2024
|
30 Sep
2023
|
Current
|
|
|
Trade
receivables
|
|
|
Third parties, gross
|
1,122,346
|
660,423
|
Less: Loss allowances
|
(5,939)
|
(5,939)
|
Third parties, net
|
1,116,407
|
654,484
|
Accrued receivables
|
539,051
|
14,990
|
Total trade receivables
|
1,655,458
|
669,474
|
|
|
|
Other
receivables
|
|
|
Rental deposits
|
115,509
|
179,924
|
Prepayments for enrolment
expenses
|
601,876
|
641,498
|
Advances and other
prepayments
|
1,048,144
|
958,507
|
Sales tax
|
92,311
|
32,586
|
Total other receivables
|
1,857,840
|
1,812,515
|
Total trade and other receivables
(current)
|
3,513,298
|
2,481,989
|
|
|
|
Non−current
|
|
|
Related party
|
|
|
- trade
|
1,049,735
|
1,049,735
|
- non-trade
|
4,923,070
|
4,814,313
|
Less: Loss allowances
|
(4,400,124)
|
(4,400,124)
|
|
1,572,681
|
1,463,924
|
Rental deposits
|
441,425
|
361,778
|
Prepayments for enrolment
expenses
|
−
|
3,069
|
Total other receivables
(non−current)
|
2,014,106
|
1,828,771
|
|
|
|
Total trade and other
receivables
|
5,527,404
|
4,310,760
|
Less: Prepayments
|
(1,650,020)
|
(1,603,074)
|
Less: Sales tax
|
(92,311)
|
(32,586)
|
Add: Cash and cash equivalents
(Note 14)
|
848,471
|
1,489,812
|
Financial assets at amortised
cost
|
4,633,544
|
4,164,912
|
Trade and other
receivables
Trade receivables are non−interest
bearing and are generally on 15 to 60 (30 September 2023: same)
days credit term. They are measured at their original invoice
amounts which represent their fair value on initial
recognition.
Non-current amounts due from
related party are trade and non-trade in nature and are not
expected to be repaid in the next 12 months. The non-trade balance
is unsecured and interest free.
Expected credit loss
allowances
i) Trade receivables -
Third party
In prior years, one-off loss
allowance of $5,939 was made for a third-party trade debtor
determined to be credit-impaired in the previous year as the
likelihood of recovery is remote.
ii) Non-current receivables -
Related party
Related party refer to an entity where a director of the
subsidiaries have beneficial interests.
Loss allowances of $4,400,124 were
made in prior years 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 operations of Wall Street English
and Auston in Myanmar. The loss allowance was made based on the
financial information of the related party and the expected
repayment from the provision of property management services at
cost plus mark-up to the Group.
The expected recovery of the
amounts due from a related party falls more than 12 months after
the end of the reporting period.
Expected credit loss
assessment for trade and other receivables due from a related
party
For the amount due from a related
party, the Board of Directors has taken into account information
that it has available internally about the related party's past,
current and expected operating performance and cash flow position.
The Board of Directors monitors and assesses at each reporting date
any indicator of a significant increase in credit risk on the
amount due from a related party, by considering their performance
and any default in external debts.
The loss allowance was measured at
an amount equal to lifetime expected credit losses.
Based on the Board of Director's
review, no further loss allowance on the amount due from a related
party is required.
14 CASH AND CASH EQUIVALENTS
For the consolidated statement of
cash flows, cash and cash equivalents comprise the following at the
end of the reporting date:
$
|
31 Mar
2024
|
30 Sep
2023
|
|
|
|
Cash at bank
|
597,208
|
1,105,897
|
Cash at financial
institutions
|
8,770
|
18,717
|
Cash on hand
|
242,493
|
365,198
|
Cash and cash
equivalents
|
848,471
|
1,489,812
|
Cash at bank earns interest at
floating rates based on daily bank deposit rates. Cash and cash
equivalents are denominated in the following currencies:
$
|
31 Mar
2024
|
30 Sep
2023
|
|
|
|
United States Dollar
|
166,881
|
373,220
|
Myanmar Kyat
|
401,358
|
854,985
|
Vietnamese Dong
|
247,416
|
211,256
|
Singapore Dollar
|
29,121
|
48,950
|
Euro
|
3,695
|
1,401
|
|
848,471
|
1,489,812
|
15 SHAREHOLDER LOAN (UNSECURED)
The changes in shareholder's loan
balances (interest and principal) arising
from financing activities as listed below:
$
|
6M24
|
FY23
|
|
|
|
At beginning of financial
period/year
|
2,577,181
|
1,500,000
|
|
|
|
Net proceeds for the financial
period/year
|
1,351,184
|
1,077,181
|
Drawdown
|
1,257,072
|
1,325,000
|
Repayment of principal and
interest
|
-
|
(353,567)
|
Interest expense
|
94,112
|
105,748
|
|
|
|
At end of financial
period/year
|
3,928,365
|
2,577,181
|
On 1 July 2019, the Group entered
into an unsecured loan facility of up to $3,000,000 with its
shareholder, Macan Pte. Ltd. ("MACAN") ("Loan facility"). On 1
September 2023, MACAN had granted an extension of the loan maturity
to 31 December 2027.
On 12 December 2023, the Group and
MACAN agreed to increase the Loan Facility from $3,000,000 to
$4,500,000 to accelerate the Group's expansion plan of the
Education businesses. The loan facility matures no later than 31
December 2027 and continues to bear interest rate of 6% per annum.
As at the date of approval of the financial statements, the Group
has a remaining unutilised credit facility of $0.5
million.
As at reporting date, MACAN has
undertaken 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 2023.
16 TRADE AND OTHER
PAYABLES
$
|
31 Mar
2024
|
30 Sep
2023
|
|
|
|
Trade payables
|
|
|
Third parties
|
875,228
|
907,038
|
Accrued enrolment
expenses
|
515,893
|
−
|
Total trade payables
|
1,391,121
|
907,038
|
|
|
|
Other payables
|
|
|
Third parties
|
1,106,185
|
583,316
|
Accruals - others
|
1,020,174
|
1,016,009
|
Accruals - wages and
salaries
|
787,134
|
878,710
|
Deposits from customers
|
3,031,808
|
2,427,593
|
Sales tax
|
38,641
|
27,802
|
Total other payables
|
5,983,942
|
4,933,430
|
|
|
|
Total trade and other
payables
|
7,375,063
|
5,840,468
|
Add: Lease liabilities
|
12,803,436
|
12,121,216
|
Add: Shareholder loan (Note
15)
|
3,928,365
|
2,577,181
|
Less: Sales tax
|
(38,641)
|
(27,802)
|
Financial liabilities carried at
amortised cost
|
24,068,223
|
20,511,063
|
Trade amounts due to third parties
are unsecured, non-interest bearing and are on 15 to 90 day credit
terms (30 September 2023: 15 to 90).
The non-trade amounts due to third
parties are unsecured, interest−free and
repayable on demand.
17 SHARE CAPITAL
|
6M24
|
FY23
|
6M24
|
FY23
|
|
# of
shares
|
# of
shares
|
$
|
$
|
Issued and fully paid
ordinary shares:
|
|
|
|
|
|
At beginning of financial
period/year
|
2,965,920
|
2,925,920
|
21,639,638
|
21,439,638
|
Shares issued during
the
financial
period/year
|
56,000
|
40,000
|
280,000
|
200,000
|
At end of financial
period/year
|
3,021,920
|
2,965,920
|
21,919,638
|
21,639,638
|
|
|
|
|
|
The Company issued 56,000 ordinary
shares at $5.00 per share (30 September 2023: 40,000 ordinary
shares at $5.00 per share) in lieu of payment for accrued employee
bonus of $280,000 (30 September 2023: $200,000), in respect of
employment services rendered for financial year to certain key
management personnel.
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 restriction.
The Company did not declare any
dividends during 6M24 (6M23: Nil) nor the preceding financial year
ended 30 September 2023.
18 CONVERTIBLE NOTES
In November 2022, the Group
launched a Convertible Notes Programme to raise up to
$10 million for working capital
and future investments. The convertible notes ("CN") holders have
the option to subscribe to either (i) a 10% coupon option ("10%
Coupon Convertible Notes") or (ii) a zero−coupon option ("Zero
Coupon Convertible Notes"). The proceeds from the
convertible notes were limited to 50% for activities in Myanmar and
the rank is pari passu to all present and future unsecured
obligations.
The CNs are mandatorily
convertible into shares of the Company at the date falling on the
earlier of the maturity date (30 October 2024) or when the
Qualifying Event is satisfied ("Conversion Date"). On the
Conversion Date, the CNs are converted based on the stipulated
conversion price and are paid-up in full to the note holders
entirely (interest and principal) through the issuance of ordinary
shares of the Company.
Both the Zero-Coupon and 10%
Coupon Convertible Notes meet the established criteria and the
entire amount is recognised within equity. The convertible notes are denominated in United States
dollar.
19 LOSS PER SHARE
The calculation of the basic and
diluted loss per share attributable to the ordinary equity holders
of the Company is based on the following data:
|
6M24
|
6M23
|
Numerator
|
|
|
Loss for the financial period
attributable to the
|
|
|
owners of the
parent ($)
|
(2,564,310)
|
(2,252,736)
|
|
|
|
Denominator
|
|
|
Weighted average number of
ordinary shares for the
|
|
|
purposes of basic and
diluted loss per share
|
2,973,305
|
2,939,035
|
|
|
|
Loss per share ($)
|
|
|
Basic and diluted
|
(0.86)
|
(0.77)
|
|
|
|
Diluted loss per share and basic
loss per share are the same as neither the exercise of the share
option or the conversion of the mandatory convertible notes would
result in an increase in the loss per share.
20 COMMITMENTS
As at the reporting date,
commitments in respect of capital expenditures are as detailed
below:
$
|
31 Mar
2024
|
30 Sep 2023
|
|
|
|
Capital expenditures contracted but
not provided for:
|
|
|
- Plant and equipment
|
90,611
|
353,000
|
|
|
|
21 FAIR VALUE MEASUREMENT
Financial instruments and measurements
Financial instruments not measured
at fair value
Financial instruments not measured
at fair value include cash and cash equivalents, current trade and
other receivables (excluding advances, prepayments and sales tax),
long term rental deposits 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 values.
The carrying amount of the
non−current loan due to a shareholder approximates their fair value
as the fixed interest rate approximates market interest rates for
such liabilities.
The carrying amount of non-current
receivables and non-current rental deposits approximates their fair
value due to insignificant effects of discounting.
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 markets and
their fair value is 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.