ANNUAL REPORT 2024/2025
Empowering Communities in Emerging Asia
1
EEmmppoowweerriinngg ccoommmmuunniittiieess iinn eemmeerrggiinngg AAssiiaa
SYMBOLS
The triangle represents the three aspects of creation
The multiple triangles remind us of the pagodas in Bagan, where the
Group started its firs t operations
The golden triangle points towards East, as a clear reference to our
focus on emerging Asia
COLOURS
Inspired by the colours of the ASEAN flag, representing the ambition for
a sta ble, peaceful, united and dynamic ASEAN
o Blue represents peace and stability
o Red depicts courage and dynamism
o Gold symbolises prosperity
o White shows purity
Some of these colours are also part of flags of several ASEAN countries
Asia Strategic Holdings | Annual Report and Accounts 1
STRATEGIC REPORT
Financial highlights 04
Operational highlights 06
Significant and subsequent events 08
Country economic updates 10
Company overview 12
Chairman’s statement 14
Review of operations 15
Financial review 27
SUSTAINABILITY REPORT
Board statement 31
Sustainability overview 32
Certifications and accreditations 34
United Nations sustainable development goals 36
People: workforce, diversity and well-being 40
Planet: environmental stewardship 46
Purpose: performance and governance 60
Appendices 64
GOVERNANCE REPORT
Board of directors and senior management 68
Corporate governance statement 70
Directors’ statement 73
FINANCIAL STATEMENTS
Independent auditor’s report 76
Consolidated statement of comprehensive income 84
Consolidated statement of financial position 85
Consolidated statement of changes in equity 86
Consolidated statement of cash flows 88
Notes to the financial statements 90
CONTENTS
32
International
school K-12
RESILIENCE AND EXCELLENCE,
STRONG RESULTS, BUILT ON EVEN
STRONGER FOUNDATIONS WITHIN
OUR COMMUNITIES
$32.1m
Revenue
10,400+
Students
8%
YOY Revenue Growth
$18.9m
Deferred Revenue
97%
Local Workforce
Participation
1,900+
Security Officers
35
Schools
250
Sites
$0.7m
Adjusted Cash Flow
From Operations
1
Excluding EXERA’s security officers.
LEADING DEVELOPER AND OPERATOR OF GLOBAL BRANDS
Protection
of assets
Risk
management
People
safety
Secure
logistics
Hospitality
EDUCATION
SERVICES
Adults English
language education
Children coding
education
Children English
language education
Tertiary
education
Facilities
management
Asia Strategic Holdings Limited | Strategic Report | Annual report and accounts
2,700+
Employees
67%
Female Workforce
Participation
1
54
3.7
FY23
FY24
2.7
1.0
Repayment of Lease Liabilies (Principal & Interest)
Adjusted Operang Cash Flow
1
20
2024
11
9
2023
12.1
2024
11.0
1.1
2023
Non-Current Deferred Revenue
Current Deferred Revenue
Vietnam
Myanmar
3.9
14.4
12.4
2.0
33
16
17
0.6
3.3
FY25
2025
2025
18.9
14.5
4.4
35
19
16
3.9
0.7
3.2
STRATEGIC REPORT
All data for the reporting period refer to the financial year ended 30
September 2025 (“FY25”) and the comparative period refer to the
financial year ended 30 September 2024 (“FY24”), unless otherwise
stated.
The year-on-year (“YOY”) growth or decline refers to any change
that occurred between FY25 and FY24, or equivalent periods of one
year, as applicable.
All figures are reported in United States Dollars (“$”), unless
otherwise specified.
All data pertaining to the student numbers across the report,
including tables and charts, are rounded to the nearest ten for
clarity and presentation purposes.
◼ Group revenue increased 8% YOY to $32.1 million in FY25 (FY24:
$29.7 million). The Education division accounted for 78% of
revenue (FY24: 76%), while Services contributed 22% (FY24:
24%). Key drivers of this growth included:
• A 19% increase in Myanmar’s Education division (FY24: 42%
increase) driven by contributions from new businesses and
continued scaling of existing operations;
• A 2% growth in Services (FY24: 31% increase), as the
Myanmar Services division continued to contribute through
improved commercial positioning and expansion of high-value
service offerings; and
• A 6% decline (FY24: 4% decline) in Vietnam’s Education
division due to the continued restructuring of Wall Street
English Vietnam.
◼ Group gross profit increased 11% YOY to $18.9 million in FY25
(FY24: $17.0 million), with the Education division contributing
94% (FY24: 91%) and the Services division 6% (FY24: 9%).
Revenue growth outpaced the cost of services, with the Group’s
gross margin improving to 59% (FY24: 57%). The improvement
in the Education division gross margin to 71% (FY24: 68%) was
offset by a decline in the Services division gross margin to 16%
(FY24: 23%). The improvement within the Education division
reflects the Group’s growing operational efficiency as knowledge
is consolidated across brands, leading to better cost control in
mature businesses, while newer ventures continue to scale and
meet expectations. The Services division’s gross margin declined
in FY25 due to a shift toward a lower-margin contract mix driven
by local business demand coupled with continued cost inflation.
◼ The Group’s net loss narrowed to $6.3 million in FY25 (FY24:
$11.0 million loss), primarily reflecting the absence of a one-time
$4.6 million goodwill impairment at Wall Street English Vietnam
recorded in FY24. The main cause of the losses in FY25 was a
foreign exchange loss of $2.8 million, due to heightened currency
volatility in key markets, and a plant and equipment write-off of
$0.5 million, due to earthquake damage. Despite this, operating
expenses were effectively controlled, increasing by only 1%
YOY, underscoring management’s disciplined cost management
as new businesses scale and mature operations become more
efficient.
FINANCIAL HIGHLIGHTS
4
◼ Group adjusted EBITDA loss (excluding impairment losses and
interest on lease liabilities) also narrowed to $0.3 million in
FY25 (FY24: $0.7 million loss). The improvement was driven by
reduced losses at Wall Street English Vietnam and growth in the
Group’s start-up businesses, partially offset by higher foreign
exchange losses. Marketing expenses decreased $0.4 million
YOY to $3.1 million in FY25, reflecting improved spending
efficiency amid stronger sales activity. Overall, underlying
operational performance strengthened as cost control
measures and improved performance at the Group’s start-up
businesses took effect.
◼ At 30 September 2025, deferred revenue, representing cash
received in advance of service delivery, was $18.9 million, of
which $14.5 million (30 September 2024: $12.4 million) was
current, and $4.4 million (30 September 2024: $2.0 million) was
non-current.
◼ The Group reported a positive operating cash flow of $3.9
million (FY24: $3.9 million) because of increased advance
payments in the Education division. If repayment of lease
liabilities (including principal and interest) were considered, the
Group would have recorded a positive cash flow of $0.7 million
(FY24: positive $0.6 million). This improvement reflects a more
efficient cash conversion cycle and disciplined working capital
management. In parallel, the Group adopted a more strategic
approach at Wall Street English Vietnam, implementing
targeted cost reductions and commercial adjustments to
support its pathway to profitability.
◼ The Group invested $0.7 million in FY25 (FY24: $2.5 million),
primarily to establish four new schools across the Group’s
newer brands, Kids&Us and Logiscool. A significant portion of
the investment was directed towards the repair and renovation
of Auston’s and Wall Street English’s Mandalay schools
following the devastating earthquake in March 2025. Capital
expenditures across other businesses were limited to routine
maintenance.
◼ The Group maintained a $4.5 million loan facility with MACAN,
the Group’s largest shareholder. During FY25, $45k was drawn
down. As of the report date, $0.8 million remains available to
the Group.
◼ Diversification of the Group’s operations across multiple
countries continues to play an important role in mitigating
single-country risk. Management has determined that there
are sufficient mitigating actions within the Group’s control
to ensure liquidity for at least the next twelve months from
the date of this report. These include controlled business
expansion, disciplined financial management, access to the
unused loan facility with MACAN, diversification of the capital
structure through potential bank loans, and vendor financing.
STRATEGIC REPORT
FINANCIAL HIGHLIGHTS
Myanmar
Vietnam
Services
Education
24%
76%
22%
78%
Group FY25 Revenue Breakdown by Division and Geography
Group Financial Performance ($ in millions)
Operating Cash Flow
$ in millions
Deferred Revenue
At 30 September
7
29.7
7
17.0
24.1
13.9
Revenue Gross Profit
FY23
FY24
FY25
7
32.1
7
18.9
1
Adjusted Cash Flow from Operating Activities is Cash Flow from Operating Activities less the Repayment of Lease Liabilities and the Interest Paid on Lease Liabilities.
Number of Schools
At 30 September
Asia Strategic Holdings Limited | Strategic Report | Financial highlightsAsia Strategic Holdings Limited | Strategic Report | Financial highlights
76
◼ Revenue from Education businesses increased 10% YOY to $25.0 million in FY25 (FY24: $22.7 million).
◼ At 30 September 2025, deferred revenue from Education businesses, representing cash received in advance of service delivery, comprised:
• Current: $14.2 million (30 September 2024: $12.1 million)
• Non-Current: $4.4 million (30 September 2024: $2.0 million).
◼ The Education division operates across Vietnam and Myanmar with the following businesses:
VIETNAM
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.
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.
v. Auston – Tertiary education.
The number of schools and students at the end of each financial year were:
Number of schools Number of students
2025 2024 2023 2025 2024 2023
Vietnam 16 17 11 4,610 4,300 4,040
- Wall Street English
7 9 7 3,320 3,450 3,680
- Kids&Us
6 6 4 1,130 770 360
- Logiscool
3 2 − 160 80 −
Myanmar
19 16 9 5,800 5,030 4,650
- Wall Street English
5 6 5 3,290 3,260 3,700
- Kids&Us
4 3 1 610 480 100
- Logiscool
6 3 − 850 320 −
- Yangon American
2 2 1 190 150 100
- Auston
2 2 2 860 820 750
Group 35 33 20 10,410 9,330 8,690
VIETNAM
The number of students increased 7% compared to 30 September 2024 driven by growth at Kids&Us Vietnam and Logiscool Vietnam.
◼ Wall Street English Vietnam: The number of students decreased during the year but only slightly, as the closure of two schools was
offset by the increased demand for the online product. A new leadership team was appointed to lead the transition to profitability
by improving operational efficiency, optimising digital channels, and strengthening collaboration with the franchisor. In response to a
continued shift towards online preferences, the Group adjusted staffing, restructured service teams, downsized space, and recalibrated
its commercial strategy.
◼ Kids&Us Vietnam: Growth continued with financial and operational performance broadly in line with expectations, supported by
maturing schools (five out of six schools have over 150 students) that are delivering higher enrolment and operating leverage, driving
improved unit economics. Retention rates have strengthened, though they remain below the levels required to reach optimal capacity
utilisation. The Group advanced its growth agenda by refining site selection toward smaller spaces and improving service team efficiency
to maximise class sizes, optimise space utilisation, and enhance margins.
◼ Logiscool Vietnam: Growth remained subdued with weak commercial performance and limited school expansion. With new leadership
and a fresh approach to commercialisation, Logiscool Vietnam is positioned to achieve better commercial performance going forward.
OPERATIONAL HIGHLIGHTS
STRATEGIC REPORT
EDUCATION DIVISION
MYANMAR
The number of students increased 15% compared to 30 September 2024 driven by growth across all brands. Despite significant challenges,
notably the earthquake in Mandalay, performance was strong demonstrating the resilience of the businesses.
◼ Wall Street English Myanmar: Price increases, combined with stable student enrolment, supported growth, although they also raised
affordability concerns among certain customer segments. The team continued to respond effectively to market pressures by reducing
dollar-denominated costs and enhancing pricing competitiveness, positioning the brand for stronger performance in FY26.
◼ Kids&Us Myanmar: The experienced leadership team, shared with Vietnam since early FY25, has stabilised the business and contributed
to strong enrolment. However, retention rates were softer than expected which limited growth. Management is actively addressing this
through targeted operational initiatives and service-level improvements.
◼ Logiscool Myanmar: Robust growth was driven by a combination of accumulated market knowledge, an experienced commercial team,
and a favourable market position. Enrolment numbers nearly tripled, while revenue increased almost sevenfold.
◼ Yangon American: Growth remained stable, supported by a stronger commercial focus, and a more consistent faculty base. A key
milestone during the period was the appointment of an experienced Head of School to lead Yangon American through its next phase.
A new site in central Yangon for the Secondary school opened in January 2026. The new site provides the required indoor and outdoor
space for older students. At the same time, relocating the existing Junior High and High School students to the new campus frees up
space at the existing Elementary Campus to expand lower-grade capacity. These developments position Yangon American for a potential
breakthrough year ahead.
◼ Auston: Further announcements on the conscription law have created renewed uncertainty among younger demographics, impacting
student enrolments in early 2025. The Mandalay earthquake in March further compounded the acquisition cycle and increased
operating costs. Despite these challenges, Auston demonstrated resilience under new leadership, with sales and enrolment stabilising.
The academic offering was strengthened through new partnerships with UK academic institutions.
OPERATIONAL HIGHLIGHTS
STRATEGIC REPORT
SERVICES
◼ Revenue from Services businesses increased 2% YOY to $7.1 million in FY25 (FY24: $7.0 million).
◼ At 30 September 2025, deferred revenue from Services businesses, representing cash received in advance of service delivery, was
$0.3million (30 September 2024: $0.3 million). The marginal decrease is the result of a large one-off integrated security project with
revenue recognised in FY24.
The Services division consists of the following products:
VIETNAM
i. EXERA Vietnam – Integrated facility management.
◼ EXERA Vietnam: In FY24, the Group established EXERA Vietnam as an integrated facility management company to serve both internal and
external customers. Modest revenue was generated from its first few customers in FY25. The Group is evaluating strategic partnership
opportunities to strengthen and scale the business.
MYANMAR
ii. EXERA Myanmar – Integrated risk management services.
iii. Ostello Bello – Boutique hostels.
◼ EXERA Myanmar: Employed over 1,900 security officers as of 30 September 2025 (30 September 2024: circa 1,710) across circa 250 sites in
Myanmar (30 September 2024: circa 230 sites). This growth was driven by new customer acquisition among local corporations as well as by
the expansion of services to United Nations agencies and embassy clients.
◼ Ostello Bello: Operates one boutique hostel with circa 40 beds and circa 12 rooms in Bagan. The earthquake in Mandalay necessitated the
difficult decision to close the Mandalay hostel after ten years in operation. Overall sector activity remains subdued due to the continued low
levels of inbound international tourism.
Asia Strategic Holdings Limited | Strategic Report | Operational highlightsAsia Strategic Holdings Limited | Strategic Report | Operational highlights
98
1) IMPACT OF THE MYANMAR EARTHQUAKE AND BUSINESS
CONTINUITY
On 28 March 2025, a 7.7-magnitude earthquake struck central
Myanmar, followed by several aftershocks. The affected regions
included Sagaing, Mandalay, Magway, Bago, and northeastern Shan
State. The earthquake caused extensive disruption to electricity,
internet connectivity, transportation, and essential public services.
Independent assessments estimate total economic damages at
approximately $11 billion, equivalent to about 14% of Myanmar’s
GDP. Humanitarian agencies estimate that over 3,600 people died,
approximately 200,000 people were displaced, and around 2 million
people required critical humanitarian assistance.
The Group’s corporate offices and operations in Yangon were largely
unaffected, although the premises of Wall Street English, Logiscool,
Auston, and Ostello Bello in Mandalay were significantly impacted
and were closed for an extended period of time. No casualties or
serious injuries were reported among our students, staff, or guests.
During the disruption, the Group transitioned immediately to
online delivery for its English language and coding programmes. For
learners without reliable access to electricity or internet, the Group
offered study breaks, course extensions, and flexible scheduling.
Structural engineering assessments were undertaken promptly
on all facilities, and appropriate repair works were completed. All
affected schools and facilities received the official safety approvals
from the authorities and have now reopened. However, the
damages necessitated substantial refurbishment and refitting. As a
result, the Group has written off the carrying amounts of leasehold
improvements and furniture & fittings for these sites, totalling
$0.5 million, as disclosed in Note 10 of the financial statements.
2) SAFEGUARDING COMMUNITIES THROUGH EARTHQUAKE
RESPONSE AND RECOVERY EFFORTS
The Group responded rapidly to support its employees, students,
and local communities. Immediate assistance included shelter,
food, water, temporary accommodation, and relocation support
for affected staff and stakeholders. The Group contributed
approximately $30,000 through the European Chamber of
Commerce to support emergency relief efforts.
To strengthen longer-term rehabilitation, the Group established an
Earthquake Relief Fund, seeded with approximately $46,000 from
key management and open to contributions from employees across
the organisation. The fund provided targeted support to affected
employees and contributed to broader community recovery
initiatives.
EXERA, the Group’s integrated risk-management business, played
a vital on-the-ground role in Mandalay by providing site security,
secure logistics, and emergency response services to ensure safe
and effective distribution of humanitarian aid.
The Group has completed all required structural repairs to its
school premises and obtained the necessary clearances. It remains
fully committed to maintaining the highest safety standards as
on-site operations resume. Asia Strategic Holdings remains focused
on navigating the aftermath of the earthquake with resilience,
prioritising the safety of its people and ensuring business continuity.
3) GLOBAL MACROECONOMIC AND GEOPOLITICAL
UNCERTAINTIES
Global trade and geopolitics remain volatile through 2025 and early
2026, with the U.S. rolling out a baseline tariff and country-specific
“reciprocal” tariffs in April 2025 and then recalibrating some
rates and exemptions over subsequent months as negotiations
progressed. The policy direction is still toward using tariffs to
rebalance trade, but implementation has become more fluid:
featuring temporary pauses, deal-linked adjustments, and sector
carve-outs (notably recent agricultural exemptions). This shifting
landscape continues to weigh on regional sentiment, supply
chains, and inflation expectations, supporting a prudent stance on
operating costs and capital allocation.
Vietnam has moved into a more constructive track within this
framework. The U.S. and Vietnam agreed on 26 October 2025, a
Framework for an Agreement on Reciprocal, Fair, and Balanced
Trade: the U.S. keeps a 20% reciprocal tariff as the baseline for now,
while working toward a product-specific exemption list that could
reduce selected Vietnamese exports to 0% once a final agreement
is signed and implemented. Vietnam, in return, will eliminate tariffs
on nearly all U.S. exports and address key non-tariff barriers and
enforcement areas. Talks remain active, but the scope and timing
of U.S. zero-tariff carve-outs are still unresolved, so near-term
uncertainty persists.
For Myanmar, reciprocal tariffs remain very high due to the absence
of a concluded trade arrangement, implying continued external
pressure on export-linked sectors and broader macro fragility.
4) CONVERTIBLE NOTE PROGRAMME
Details of the updated Convertible Note Programme are disclosed
in Note 20 to the financial statements.
SIGNIFICANT AND SUBSEQUENT EVENTS
STRATEGIC REPORT
Asia Strategic Holdings Limited | Strategic Report | Significant and subsequent eventsAsia Strategic Holdings Limited | Strategic Report | Significant and subsequent events
1110
COUNTRY ECONOMIC UPDATES: VIETNAM
STRATEGIC REPORT
The most recent forecast by the Asian Development Bank (the “ADB”) is for developing Asia’s GDP growth of 5.1% in 2025 and 4.6% in 2026.
Inflation in developing Asia is expected to be 1.6% in 2025 and 2.1% in 2026, as supply chain disruptions ease further, lowering food and
fuel prices.
The years stated below refer to the calendar year, which runs from 1
January to 31 December unless otherwise stated.
◼ According to the General Statistics Office of Vietnam (the “GSO”),
GDP growth for the 9M 2025 was 7.9% YOY, exhibiting strong
economic fundamentals and a long-term positive outlook. The
full-year 2024 GDP growth was 7.1%, while ADB forecasts 6.0%
growth in 2026. Average CPI for 9M 2025 increased by 3.3% YOY,
while core CPI rose by 3.1%. Key inflation drivers included rising
costs in education, transportation, F&B, electricity, housing, and
construction materials.
◼ Vietnam’s exports in the 9M 2025 are estimated to have grown
16% YOY to $348.7 billion, while imports were estimated to have
increased 19% YOY to $332.0 billion. This led to a trade surplus of
$16.8 billion, according to the GSO. For 9M 2025, Vietnam’s trade
surplus with the United States exceeded $99.0 billion, despite the
20% U.S. tariff on Vietnamese imports implemented in July 2025.
◼ Vietnam’s industrial sector continued to strengthen in 9M 2025,
with the Index of Industrial Production rising 9% YOY, according
to the GSO. Meanwhile, Vietnam’s S&P Global Manufacturing
PMI remained at 50.4 in September 2025, unchanged from the
previous month, indicating modest expansion supported by
recovering new orders and sustained output growth.
◼ Vietnam’s public investment disbursement reached $16.6 billion
through 9M 2025, equivalent to 50% of the Prime Minister’s
annual target. With only four months remaining, half of the
capital plan is still undisbursed, heightening pressure to achieve
the Government’s 100% target. Over the same period, Vietnam
maintained strong foreign direct investment (“FDI”) momentum,
with realised FDI reaching a five-year high of $18.8 billion, up 9%
YOY, and registered FDI rising 15.2% to $28.5 billion, underscoring
investors’ sustained confidence.
◼ Since early 2025, the Vietnamese Dong has depreciated more
than 3% against the USD. Although Vietnam posted a $16.8
billion trade surplus in 9M 2025 and continued to receive solid
FDI and remittance inflows, USD liquidity in the banking system
remains tight as the Fed keeps rates at 4.00-4.25%. In response
to the intense exchange rate pressure, the State Bank of Vietnam
intervened by selling USD in August and then again in October
2025 worth a cumulative $2.9 billion.
◼ Over the past two decades, Vietnam has evolved from a low-
income to an upper-middle-income band (from $4,466 to $13,845)
according to the World Bank, with 2024 GDP per capita estimated
at $4,700. With a population of 102.2 million in 2025 and a
median age of 33.4 years old, Vietnam is the third most populous
country in Southeast Asia, after Indonesia (284.4 million) and the
Philippines (114.4 million) according to the International Monetary
Fund. The population is projected to grow steadily, reaching 105.4
million by 2030.
◼ The country’s Human Development Index rose from 0.493 in 1990
to 0.766 in 2023, placing Vietnam in the High Human Development
category and ranking 93rd out of 193 countries and territories.
According to the EF English Proficiency Index in 2024, Vietnam was
still classified as “Low proficiency”.
◼ The GSO estimates that Vietnam’s workforce grew to 53.3 million
during Q3 2025. The large and low-cost labour force, coupled with
a stable and favourable macro environment, has made Vietnam an
attractive hub for foreign investment. It is particularly appealing to
global manufacturers looking to diversify and de-risk their value
chain.
VIETNAM
COUNTRY ECONOMIC UPDATES: MYANMAR
STRATEGIC REPORT
The years stated below refer to the calendar year, which runs from
1 January to 31 December, and the financial year below refers to
the Myanmar financial period, which runs from 1 April to 31 March.
◼ Myanmar’s economy remains stagnant, with the ADB forecasting
GDP to contract by 3.0% in 2025, followed by a modest recovery
of 2.0% in 2026. Activity across all sectors has declined sharply
after the March 2025 earthquake, including manufacturing and
services.
◼ Inflationary pressures persist due to supply disruptions caused
by halted border trade and earthquake-related damage, which
has reduced agricultural output in several regions. Lower import
volumes are expected to drive further increases in food prices.
The ADB projects inflation to reach around 30% by the end
of 2025, easing to approximately 23% in 2026 as a result of a
stabilising currency and weakening domestic demand.
◼ According to the World Bank, Myanmar recorded a trade surplus
of about $1.0 billion (circa 1.3% of GDP) in FY25, driven mainly
by import compression amid tighter licensing, and border
disruptions. In the first half of FY26 (April–September 2025),
the trade surplus narrowed to roughly $0.7 billion, about 50%
lower than a year earlier, as reconstruction-related needs
lifted imports by 23% against an 11% rise in exports. Structural
shifts were evident, with land-route imports from Thailand
down 81% in 2024 and sea imports up 37%, contributing to
higher logistics costs and inflationary pressures. Looking ahead,
significant risks remain as the economy is constrained by tight
external financing, border-trade disruptions, and strong dollar/
kyat dynamics. The trade surplus is more a symptom of import
weakness than of export strength, creating inflationary pressures
even as formal trade balances improve.
◼ According to the World Bank, Myanmar’s fiscal deficit widened
to 4.1% of GDP in FY25 and is expected to increase further to
4.9% in FY26, reflecting rising reconstruction and humanitarian
spending. The current account shifted to a surplus of 3.2% of
GDP in FY25, supported by import compression and remittances,
but is expected to narrow to 0.4% of GDP in FY26. FDI remained
low with commitments remaining steady at $1.0 billion in FY25
and $0.3 billion in the first half of FY26.
◼ CBM foreign-exchange interventions declined in 2025. Between
April and October 2025, the CBM sold around $249 million in FX,
compared with $780 million in the previous seven months and
$1.2 billion a year earlier, amid constrained FX availability and a
shifting focus to import controls. Demand for essential imports,
including fuel, edible oil, and fertilisers, remained elevated due
to reconstruction and supply-chain pressures.
◼ Myanmar faces persistent infrastructure and energy challenges,
worsened by reduced FDI, limited external support, and
widespread power shortages. Seasonal hydropower dependence
and earthquake-related grid damage continue to drive frequent
outages. Moreover, approximately 80% of natural gas production
is committed through long-term contracts to neighbouring
nations.
◼ Political uncertainty, including the introduction of conscription,
and rising internal displacement continue to destabilise the
labour market, hinder economic recovery, and shift consumer
behaviour. Coupled with inflationary pressures, these factors
have led to a significant rise in price sensitivity across the
population.
◼ The ADB estimates per capita GDP will grow by 0.4% in 2025,
after contracting by roughly 1.5% in 2024, implying a very
shallow recovery in living standards. In line with this, the World
Bank projects that aggregate output will remain around 13%
below pre-pandemic levels in FY25, underscoring the depth of
the shock. Meanwhile, the World Bank’s State of Education in
Myanmar report noted a significant rise in household spending
on private tutoring in 2023, as families sought to support their
children’s education amid uncertain times, a trend that is
expected to remain stable.
◼ Labour market conditions remain fragile, characterised by under-
employment and a shift to low-productivity work. According
to the World Bank, Myanmar’s employment to working-age
population ratio is 61%. Prolonged conflict remains a key factor
for unemployment, and the World Bank reported that 3.6 million
people (6% of the population) were internally displaced, and
22 million people (37% of the population) require humanitarian
assistance as of November 2025.
MYANMAR
Asia Strategic Holdings Limited | Strategic Report | Country economic updates Asia Strategic Holdings Limited | Strategic Report | Country economic updates
1312
STRATEGIC REPORT
COMPANY OVERVIEW: VIETNAM
STRATEGIC REPORT
Schools
2
14
1
Female workforce participation, excluding EXERA’s Security Officers.
Binh Duong
Ho Chi Minh City
$7.8 million
Revenue
4,610
Students
250+
Employees
72%
Female
1
90%
Local
16
Schools
’
16
3
Schools
1
Female workforce participation, excluding EXERA’s Security Officers.
COMPANY OVERVIEW: MYANMAR
STRATEGIC REPORTSTRATEGIC REPORT
Mandalay
$24.3 million
Revenue
5,800
Students
2,500+
Employees
64%
Female
1
92%
Local
19
Schools
Asia Strategic Holdings Limited | Strategic Report | Company overviewAsia Strategic Holdings Limited | Strategic Report | Company overview
Yangon
1514
FINANCIAL DISCIPLINE AND CASH FLOW STRENGTHENING
The Group’s financial performance reflected the benefits of disciplined
capital allocation and improving operational maturity:
◼ Net loss narrowed to $6.3 million (FY24: $11.0 million), with stable
adjusted EBITDA at a $0.3 million loss (FY24: 0.7 million loss).
◼ Positive operating cash flow of $3.9 million (FY24: $3.9 million)
and positive adjusted operating cash flow of $0.7 million after lease
payments (FY24: $0.6 million).
◼ Deferred revenue increased to $18.9 million (FY24: $14.4 million),
demonstrating a stable commercial pipeline.
◼ Capex contained at $0.7 million (FY24: $2.5 million), reflecting a
disciplined investment approach.
ECONOMIC, ENVIRONMENTAL, SOCIAL AND GOVERNANCE
Our commitment to responsible, inclusive and transparent business
practices remains central to how we operate across Emerging Asia.
In FY25, we continued to strengthen our social impact, deepen local
capability development, and uphold international governance standards
that guide our long-term sustainability.
Key indicators include:
◼ Over 2,700+ employees across Myanmar and Vietnam, with 97% local
workforce participation.
◼ 67% female representation, excluding security personnel.
◼ Continued adherence to ICoCA standards, reinforcing our commitment
to ethical conduct and governance excellence.
EARTHQUAKE RESPONSE IN MYANMAR
◼ In March 2025, a significant earthquake hit Mandalay affecting the
surrounding communities and our schools. Our teams responded
swiftly to ensure both the safety of our communities and the
continuity of our services to customers.
◼ Beyond operational resilience, we supported the wider community’s
recovery efforts through two channels: (i) a donation made via
EuroCham Myanmar and (ii) targeted assistance for affected
employees and their families through internal fundraising led by the
Group’s top management. These contributions amounted to a total of
$76,000. This response reflects our long-standing commitment to the
well-being of our people and the communities we serve.
WORDS OF APPRECIATION
I would like to express my sincere appreciation to our employees,
customers, partners, and shareholders for their unwavering support
throughout the year. Their resilience and dedication continue to drive our
progress and reinforce our long-term potential across Emerging Asia.
Sincerely,
Dear Shareholders,
The past financial year was characterised by steady progress,
disciplined execution, and continued resilience, notwithstanding the
devastation brought by the 7.7 magnitude earthquake in Central
Myanmar in March 2025. While the macroeconomic and geopolitical
environment remained complex, the Group delivered meaningful
revenue growth, strengthened its gross margins, and accelerated
operational efficiency initiatives. These achievements underscore
both the quality of our diversified platform and our commitment to
empowering communities through education and essential services.
ACHIEVEMENTS AND GROWTH POTENTIAL
Group revenue increased 8% YOY to $32.1 million (FY24: $29.7
million), with the Education division contributing 78% and Services
22% of total revenue. Growth was underpinned by a strong
contribution from Myanmar, whereas Vietnam remained subdued yet
maintained a stable operational footing.
Key contributors included:
◼ Education Myanmar: Revenue grew 19%, supported by continued
scaling of existing operations.
◼ Education Vietnam: Revenue declined 6%, driven by the ongoing
restructuring of Wall Street English Vietnam, partially balanced by
growth at other businesses.
◼ Services: Delivered 2% growth, underpinned by improved
commercial positioning and enhanced delivery of high-value
services.
Group gross profit rose 11% to $18.9 million, with gross margin
growing to 59% from improved operational efficiency and the
contribution from maturing schools. Education gross margin improved
to 71% from 68% the prior year, partially offset by a lower Services
gross margin at 16% down from 23% the prior year.
These results reinforce the scalability and resilience of businesses as
we continue to build a platform for long-term, sustainable growth.
PORTFOLIO OPTIMISATION AND OPERATIONAL EFFICIENCY
FY25 was a year of focused execution as the Group strengthened
operational resilience, optimising the portfolio, and maintaining firm
financial discipline across all businesses.
Management advanced several initiatives to enhance profitability and
operational effectiveness:
◼ Restructuring at Wall Street English Vietnam: The closure of
two underperforming schools, streamlining of administrative and
operating costs, and tighter commercial execution created a leaner
foundation for the future.
◼ Scalable, capital-efficient school formats: Expansion continued
through smaller, modular formats across Kids&Us and Logiscool,
supporting disciplined growth with lower upfront investment and
quicker breakeven timelines.
◼ Enhanced cost control: Operating expenses rose only 1%
despite inflationary pressures and currency volatility, reflecting
strengthened processes and improved efficiency across the Group.
STRATEGIC REPORT
CHAIRMAN’S STATEMENT
RICHARD GREER
Independent Non-Executive Chairman
9 February 2026
FRANCHISED BRANDS
Wall Street English is a leading English
language education provider for adults
with over 180,000 students enrolled in
29 countries. Its 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 ten countries
with over 180,000 students enrolled
across 600 schools. Its 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 across more than 360 locations
with over 320,000 students enrolled and
graduated. Logiscool’s unique educational
platform is developed so users can easily
transition from visual coding to text-based
programming languages.
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 Education businesses
increased 10% YOY to $25.0 million in FY25
(FY24: $22.7 million).
At 30 September 2025, deferred revenue
from Education businesses, representing
cash received in advance of service delivery,
was:
◼ Current: $14.2 million (30 September
2024: $12.1 million)
◼ Non-Current: $4.4 million (30 September
2024: $2.0 million)
Within its Education division, the Group
provides educational products for children,
teens, and adults through five brands across
Vietnam and Myanmar.
OWN BRANDS
Yangon American offers an international
K-12 education, is an authorised
International Baccalaureate Primary Years
Programme school and an IB Middle Years
Programme school, and is a candidate to
be accredited as a Western Association of
Schools and Colleges school.
Auston is a private higher education
provider in Myanmar offering
internationally recognised engineering
and IT diplomas and degrees through
partnerships with the University of
Wolverhampton (since December 2025),
the University College Birmingham (since
February 2026), Liverpool John Moores
University (now in teach-out), and through
Pearson Edexcel and BTEC (UK-recognised)
certifications obtained in April 2022 and
May 2025, respectively.
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
closely located reducing construction and
operating costs, while creating one-stop
educational experiences for families.
FOCUS ON EDUCATION
10,400+ STUDENTS ACROSS TWO COUNTRIES
33
20
9,330
8,690
22.7
1
8.5
8.2
10.2
5,030
4,650
17
9
FY23 FY24 FY25 2023 2024 2025
2023 2024
2025
4,040
11
Vietnam
Myanmar
14.4
18.7
4,300
16
+21%
+7%
+12%
+65%
35
10,410
25.0
7.7
5,800
16
17.3
4,610
19
+10%
+6%
Revenue
$ in millions
Number of Students
At 30 September
Number of Schools
At 30 September
1
Rounding difference.
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STRATEGIC REPORT I REVIEW OF OPERATIONS
1716
FOCUS ON EDUCATION: VIETNAM
11
17
770
4,040
8.5
1
7.6
8.3
0.3
3,680
3,450
7
9
FY23 FY24 FY25 2023 2024 2025 2023 2024
2025
360
6
Wall Street English
Kids&Us
Logiscool
+6%
+7%
-6%
+55%
4
80
4,300
0.6
8.2
-6%
2
6.7
0.9
7.7
1,130
3,320
160
4,610
6
16
7
6
3
-4%
0.1
0.02
Revenue
$ in millions
Number of Students
At 30 September
Number of Schools
At 30 September
VIETNAM
Revenue from Education businesses in Vietnam decreased 6% YOY to $7.7 million in FY25 (FY24: $8.2 million).
At 30 September 2025, deferred revenue from Education businesses in Vietnam, representing cash received in advance of service
delivery, was:
◼ Current: $3.5 million (30 September 2024: $4.1 million)
◼ Non-Current: $0.7 million (30 September 2024: $0.7 million)
Wall Street English Vietnam is the largest revenue contributor for Vietnam and the third for the Group and is focused on achieving
profitability.
Revenue from Kids&Us Vietnam is expected to continue growing as existing schools mature and new schools open. Students generally
sign for longer periods, and a substantial portion of the non-current deferred revenue is attributed to Kids&Us Vietnam.
After facing challenges in the past two years, Logiscool Vietnam is set to rebound in FY26 with a renewed focus on brand repositioning
and strategic expansion.
.
WALL STREET ENGLISH VIETNAM
Revenue from Wall Street English Vietnam decreased 12% YOY to $6.7 million in FY25 (FY24: $7.6 million). The decline is attributable to a reduced
number of schools and a lower average revenue per user, driven by a shift in product mix with the lower-priced online delivery.
Student enrolment declined 4% from 30 September 2024 to circa 3,320 students at 30 September 2025, with the closing of two schools partially
offset by an increase in online students.
A refreshed management team with strengthened commercial, operational, and digital capabilities has been appointed to enhance performance
discipline and accelerate the business turnaround.
Cost reduction measures, including school rightsizing to reduce rental expenses and staff restructuring, have been implemented aggressively to
restore profitability.
Two underperforming legacy schools were closed during FY25, reducing the number of operating schools to seven. At 30 September 2025, Wall
Street English Vietnam operated six schools in Ho Chi Minh City and one school in Binh Duong.
4,079
7.6
8.3
3,680
3,450
FY23 FY24 FY25 2023 2024 2025
-4%
-6%
-8%
2023 2024 2025
7
7
7
3,320
-22%
9
6.7
+29%
-12%
Revenue
$ in millions
Number of Students
At 30 September
FOCUS ON EDUCATION: VIETNAM
Number of Schools
At 30 September
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1
Rounding difference
1918
FOCUS ON EDUCATION: VIETNAM
Revenue from Kids&Us Vietnam increased 60% YOY to $0.9 million in FY25 (FY24: $0.6 million), reflecting accelerating commercial traction
as the brand continues to establish itself in the market.
Student enrolment grew 47% from 30 September 2024 to circa 1,130 students at 30 September 2025, supported by stronger brand
recognition and an improved retention rate.
As the portfolio matures and with a stable leadership team, the Group refined its site and operating model, prioritising smaller, more
efficient spaces and driving improvements in procurement, classroom utilisation, and service-team productivity. These initiatives are
enhancing unit economics and strengthening margins across the network.
At 30 September 2025, Kids&Us Vietnam operated six schools in Ho Chi Minh City, all of which have continued to scale and deepen their
market positioning.
MYANMAR
9
16
1.8
10.2
6.9
5
3
FY23 FY24 FY25 2023 2024 2025
2023 2024
2025
1
2
Wall Street English
Kids&Us
Auston
Yangon American
2.4
0.9
3
2
+15%
+19%
+78%
+19%
Logiscool
14.4
1
4.9
1.2
7.7
2
1
6
0.4
0.1
5,030
4,650
3,700
750
+8%
3,260
480
320
820
100
100
150
17.3
5.4
1.8
8.2
0.9
1.0
+42%
5,800
3,290
610
850
860
190
19
4
2
6
2
5
0.02
Revenue from Education businesses in Myanmar increased 19% YOY
to $17.3 million in FY25 (FY24: $14.4 million).
At 30 September 2025, deferred revenue from Education businesses
in Myanmar, representing cash received in advance of service
delivery, was:
◼ Current: $10.7 million (30 September 2024: $8.0 million)
◼ Non-Current: $3.7 million (30 September 2024: $1.3 million)
Wall Street English Myanmar is the largest English language
education provider and revenue contributor to the Group.
Kids&Us Myanmar launched in June 2023 and quickly established
itself as the market leader.
Logiscool Myanmar launched in November 2023 and mirrored
Kids&Us Myanmar’s success showcasing the Group’s ability to set
up market-leading businesses quickly and efficiently in Myanmar.
Auston experienced strong revenue growth among the Group’s
education businesses in Myanmar over the years. The growth is
expected to continue as it is responsible for most of the deferred
revenues and sees robust demand for international tertiary
education, with a scarcity of quality local options.
Yangon American International School experienced a marginal
revenue increase, with student numbers growing organically amid
difficult macro and socio-economic conditions. Yangon American
has reached circa 190 students.
Revenue
$ in millions
Number of Students
At 30 September
Number of Schools
At 30 September
FOCUS ON EDUCATION: MYANMAR
1
Rounding difference
KIDS&US VIETNAM
4,079
0.6
0.3
360
770
FY23 FY24 FY25 2023 2024 2025
2023 2024 2025
6
4
7
1,130
6
0.9
+50%
2x
+60%
+47%
2x
Revenue
$ in millions
Number of Students
At 30 September
Number of Schools
At 30 September
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4,079
0.1
0.02
80
FY24 FY25 2024 2025
2024 2025
3
2
160
+50%
2x
Revenue
$ in millions
Number of Students
At 30 September
Number of Schools
At 30 September
Revenue from Logiscool Vietnam was $0.1 million in FY25 (FY24: $23k).
Student enrolment doubled from 30 September 2024 to circa 160 students as of 30 September 2025. Despite the slow growth, the business
holds strong potential for recovery in FY26.
Logiscool Vietnam opened its third school in Ho Chi Minh City in July 2025 as part of its effort to strengthen brand presence and expand
accessibility.
As of 30 September 2025, Logiscool Vietnam operated three schools, two in Ho Chi Minh City and one in Binh Duong.
LOGISCOOL VIETNAM
2120
4,079
480
100
FY23 FY24 FY25 2023 2024 2025
+27%
1
3
2023 2024 2025
+33%
0.4
2x
610
4
0.9
3x
0.02
5x
WALL STREET ENGLISH MYANMAR
Revenue from Wall Street English Myanmar increased 6% YOY to $8.2 million in FY25 (FY24: $7.7 million).
Student enrolment marginally grew by 1% from 30 September 2024 to circa 3,290 at 30 September 2025, despite the temporary closure of physical
schools in Mandalay following the earthquake.
The price increases helped offset the stagnant student numbers but raised affordability concerns. With an increased mobility of the population, there
was a growing demand for convenient online products.
The team continued to fine-tune its offering to reduce dollar-based costs and offer more competitive pricing:
◼ Local teachers were incorporated into the service delivery, reducing the reliance on expat teachers.
◼ Online class scheduling was streamlined, and a local online classroom was established to reduce dependency on international teachers.
At 30 September 2025, Wall Street English Myanmar operated five schools, with four in Yangon and one in Mandalay. One of the schools in Mandalay
was closed in the aftermath of the devastating earthquake in March 2025.
4,079
1.2
3.4
6.9
3,260
3,100
3,700
FY23 FY24 FY25 2023 2024 2025
+12%
+1%
-12%
4
5
6
2023 2024 2025
+20%
7.7
-17%
3,290
5
8.2
+6%
Revenue
$ in millions
Number of Students
At 30 September
FOCUS ON EDUCATION: MYANMAR
KIDS&US MYANMAR
Revenue from Kids&Us Myanmar doubled YOY to $0.9 million in FY25 (FY24: $0.4 million).
Student enrolment grew 27% from 30 September 2024 to circa 610 at 30 September 2025. The business is yet to reach its full potential, slowed by
lower than expected retention rates.
Kids&Us Myanmar remains the premium operator in the market with strong brand positioning. Supported by a shared and experienced leadership
team with Kids&Us Vietnam. Financial and operational performance remain on track. The business is well-positioned for continued growth, with
ample opportunities in Yangon and Mandalay.
Kids&Us Myanmar opened its fourth school in central Yangon in July 2025, sharing facilities with both Logiscool and Yangon American.
As of 30 September 2025, Kids&Us Myanmar operated four schools in Yangon.
Revenue
$ in millions
Number of Students
At 30 September
Number of Schools
At 30 September
FOCUS ON EDUCATION: MYANMAR
Number of Schools
At 30 September
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1.0
0.1
320
850
FY24 FY25 2024 2025
2024 2025
6
3
2x
2.5x
7x
Revenue from Logiscool Myanmar increased almost sevenfold to $1.0 million in FY25 (FY24: $0.1 million).
Student enrolment grew 166% from 30 September 2024 to circa 850 at 30 September 2025 and exceeded expectations in both Yangon and
Mandalay.
Similar to Kids&Us Myanmar, Logiscool Myanmar leveraged an experienced commercial team and introduced a new product into a market with
limited competition. Its cloud-based, low-cost model supports healthy margins and strong operating leverage, offering promising economics as it
expands in Myanmar.
Logiscool Myanmar opened its first school in Mandalay (fourth overall) in December 2024, fifth and sixth schools (countrywide) in Yangon in May
2025 and July 2025, respectively. The sixth school shares facilities with Kids&Us and Yangon American.
At 30 September 2025, Logiscool Myanmar operated five schools in Yangon and one in Mandalay.
LOGISCOOL MYANMAR
Revenue
$ in millions
Number of Students
At 30 September
Number of Schools
At 30 September
2322
FOCUS ON EDUCATION: MYANMAR FOCUS ON EDUCATION: MYANMAR
AUSTON
4,079
4.9
5.4
2.4
50
750
820
FY23 FY24 FY25 2023 2024 2025
+9%
+5%
1
22
2023 2024 2025
860
2
2x
+10%
Revenue from Auston increased 10% YOY to $5.4 million in FY25 (FY24: $4.9 million). The progression of students to bachelor’s degree
programs drove revenue growth, while the acquisition of new students was subdued as a result of various external factors.
Student enrolment grew 5% from 30 September 2024 to circa 860 at 30 September 2025. The slow growth is attributable to slow sales from
the extended closure of the Mandalay campus after the earthquake in March 2025. Increased migration driven by conflict, the earthquake,
and conscription fears, added significant complexity and impacted the overall commercial performance.
The Group responded by strengthening its management team with experienced leadership and Auston managed to navigate the disruptive
and challenging period with limited impact.
Auston has signed an academic partnership agreements with the University of Wolverhampton in December 2025 and University College
Birmingham in February 2026, and obtained Pearson BTEC certification in May 2025, ensuring continuity and a path for Auston’s students.
Auston is exploring further collaboration opportunities with reputable institutions across the world to expand its product offering
horizontally (across disciplines) and vertically (post-graduate programs).
At 30 September 2025, Auston operated campuses in Mandalay and Yangon, with plans to expand usable space and enhance facilities in
Yangon over the next two years.
Revenue
$ in millions
Number of Students
At 30 September
Number of Schools
At 30 September
Revenue from Yangon American International School increased 46% YOY to $1.8 million in FY25 (FY24: $1.2 million). Growth was primarily
supported by net new student additions throughout the year, with about 30 additional students in the academic year (“AY”) 2024–25 and a
further 20 in AY 2025–26, along with an increase in the average tuition fee paid.
Student enrolment grew 27% from 30 September 2024 to circa 190 at 30 September 2025. In August 2025, the school opened ninth grade,
and it plans to add a new grade annually until it reaches the twelfth grade.
Yangon American has established itself as the leading International Baccalaureate school in the market, with Primary Years Programme and
Middle Years Programme authorisations. It is also a candidate for the Western Association of Schools and Colleges accreditation.
A key highlight during FY25 was the confirmation of a new site in central Yangon, featuring pre-existing facilities available for Yangon
American’s planned Secondary Campus, set to open in early 2026 pending final regulatory approvals. The central location near embassies,
UN agencies, and city landmarks enhances accessibility and safety, reinforces Yangon American’s premium positioning, and supports
community trust. The move will also ease pressure on the current Elementary Campus, enabling the launch of additional classes in some
grades as well as the creation of dedicated learning hubs and specialised support rooms to enrich the learning environment.
At 30 September 2025, Yangon American operated an Early Years Village and a separate Elementary Campus in Yangon. The Secondary
Campus is scheduled to open in January 2026.
4,079
1.8
0.9
1.2
190
100
150
FY23 FY24 FY25 2023 2024 2025
+46%
+39%
+50%
+27%
1
2
2023 2024 2025
2x
2
Revenue
$ in millions
Number of Students
At 30 September
YANGON AMERICAN INTERNATIONAL SCHOOL
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Number of Schools
At 30 September
2524
STRATEGIC REPORT I REVIEW OF OPERATIONS
The Group’s objective is to leverage our security expertise and facility management services to become the trusted regional partner for
corporates, and organisations.
Revenue from Services businesses increased 2% YOY to $7.1 million in FY25 (FY24: $7.0 million).
At 30 September 2025, deferred revenue from Services businesses, representing cash received in advance of service delivery, was:
- Current: $0.3 million (30 September 2024: $0.3 million)
- Non-Current: nil (30 September 2024: nil)
Within its Services division, the Group operates two brands across Myanmar and Vietnam:
EXERA is the leading provider of risk management, consulting, integrated security, manned guarding, secure logistics, facility management,
and cash-in-transit services in Myanmar. It serves a wide range of international and local clients across Myanmar and holds ISO 18788, ISO
9001, ANSI/ASIS PSC.1 certifications, and ICoCA membership. In Vietnam, it is a start-up focused on integrated facility management services.
Ostello Bello is a boutique hostel brand known for its vibrant social atmosphere and exceptional hospitality. Ostello Bello operates in some
of the most popular tourist destinations across Italy and Myanmar.
VIETNAM
EXERA Vietnam
EXERA Vietnam was launched in FY24 to provide integrated facility management services and generated $61k revenue in FY25 from the
first few customers. However, the business has been slow to scale, and the Group is exploring strategic partnerships to increase market
penetration.
FOCUS ON SERVICES
1,900+ SECURITY OFFICERS AND 250 SITES
1,400
1,710
1,930
FY23 FY24 FY25 2023 2024 2025
+31%
7.0
5.3
250
230
2023 2024 2025
+15%
200
+22%
7.1
+1%
+13%
+9%
Revenue
$ in millions
Number of Security Officers
At 30 September
Revenue from EXERA Myanmar increased 1% YOY to $7.1 million in FY25 (FY24: $7.0 million).
Market dynamics have shifted as EXERA secures more local corporate clients. With customers increasingly seeking cost savings,
repricing has proven more challenging than expected. Nevertheless, EXERA Myanmar has retained key large clients and achieved
growth through increased sales of risk reporting packages.
EXERA employed over 1,900 security officers as of 30 September 2025 (30 September 2024: circa 1,710) across circa 250 sites (30
September 2024: circa 230 sites) in Myanmar.
OSTELLO BELLO
Ostello Bello, a managed business in the Services division, operates one boutique hostel in Bagan, Myanmar, with circa 40 beds and
circa 12 rooms. No revenue was generated in relation to hostel-related services in FY25 (FY24: $10k).
The devastating earthquake in Mandalay forced the Group to make the difficult decision to close the Mandalay hostel, which had
previously served as both a hub for local tourists and an internal coordination centre for our operations in the region for ten years.
Number of Sites
At 30 September
MYANMAR
EXERA Myanmar
STRATEGIC REPORT I REVIEW OF OPERATIONS
FOCUS ON SERVICES
Asia Strategic Holdings Limited | Strategic Report | Review of operationsAsia Strategic Holdings Limited | Strategic Report | Review of operations
2726
FY25 was a year of resilience and unity for the Group. The tragic earthquake in central Myanmar last March
affected over two million lives.
While the impact on the Group’s operations was contained, we recognise the broader national impact and our
responsibility to support affected communities. In response, we mobilised financial and human resources to assist
employees and partnered with organisations delivering on-the-ground relief.
Despite these challenges, the Group delivered strong results. Revenue surpassed $32 million, up 8% YOY (FY24:
$29.7 million), reflecting sustained demand and brand loyalty in Vietnam and Myanmar. Gross profit rose to
$18.9 million (FY24: $17.0 million) with margins improving to 59% (FY24: 57%), driven by continued operational
efficiencies in education businesses such as larger class sizes from improved scheduling and the introduction of
local teachers.
In line with our commitment to financial discipline, we made the difficult but necessary decision to close two
underperforming schools, as well as one school and one hostel affected by the earthquake. This allows us to
preserve capital and sharpen our strategic focus.
We remain committed to long-term value creation and believe strongly in the potential of Emerging Asia. On
behalf of the Board, I thank our shareholders for their trust and extend heartfelt appreciation to the Asia Strategic
team for their resilience and dedication, especially in the wake of the Mandalay earthquake.
Together, we are navigating challenges and building enduring value for the communities we serve.
Enrico Cesenni, OSI
Chief Executive Officer
9 February 2026
STRATEGIC REPORT
SUMMARY
RESULTS OF OPERATIONS
Revenue grew 8% YOY to $32.1 million in FY25 (FY24: $29.7 million). The revenue growth was a result of robust expansion in Myanmar
across the Education businesses (FY25: 19% YOY) and Services businesses (FY25: 1% YOY). Revenues decreased in Vietnam’s Education
businesses (FY25: -6% YOY) as the drop at Wall Street English Vietnam was not fully covered by the growth at Kids&Us Vietnam, Logiscool
Vietnam, and EXERA Vietnam.
$ FY25 FY24 FY23
Education – Vietnam 7,720,079 8,229,656 8,539,813
Wall Street English 6,686,568 7,631,372 8,254,131
Kids&Us 923,229 575,519 285,682
Logiscool 110,282 22,765 −
Education – Myanmar 17,250,190 14,441,789 10,162,576
Wall Street English 8,198,732 7,744,204 6,860,636
Kids&Us 854,603 416,064 24,632
Logiscool 1,003,583 148,726 −
Yangon American 1,795,032 1,230,966 887,196
Auston 5,398,240 4,901,829 2,390,112
Education 24,970,269 22,671,445 18,702,389
Services
EXERA Vietnam 60,787 3,576 −
EXERA Myanmar 7,071,011 6,988,643 5,327,189
Ostello Bello − 10,351 −
Services 7,131,798 7,002,570 5,327,189
Total 32,102,067 29,674,015 24,029,578
All Education businesses, except Wall Street English Vietnam, recorded strong revenue growth. Auston is quickly becoming a key contributor
to Group revenue. Investments in Yangon American, as well as Kids&Us and Logiscool, will drive more meaningful growth in the years
ahead.
The Services division saw modest growth as the Myanmar business strengthened its commercial position and expanded its high-value
service offerings. EXERA Vietnam has begun to generate income in FY25 and is exploring strategic partnerships to scale. The Group is
evaluating strategic partnership opportunities to strengthen and scale the business, particularly in Vietnam.
Group gross profit rose 11% YOY to $18.9 million in FY25 (FY24: $17.0 million), with the Education division contributing 94% (FY24: 91%)
and the Services division 6% (FY24: 9%). An improvement in the Education division gross margin at 71% (FY24: 68%) was offset by a
deterioration in the Services division gross margin at 16% (FY24: 23%).
The Group’s net loss narrowed to $6.3 million in FY25 (FY24: $11.0 million), reflecting the absence of the one-time $4.6 million goodwill
impairment at Wall Street English Vietnam recorded in FY24. The main cause of the losses in FY25 was a foreign exchange loss of $2.8
million, due to heightened currency volatility in key markets, and a plant and equipment write-off of $0.5 million, due to earthquake
damage. Despite this, operating expenses were effectively controlled, increasing only 1% YOY, underscoring management’s disciplined cost
management as new businesses scale and mature operations become more efficient.
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FINANCIAL REVIEW
$
FY25 FY24 FY23
Revenue 32,102,067 29,674,015 24,054,547
Cost of services (13,207,615) (12,689,487) (10,184,215)
Gross profit 18,894,452 16,984,528 13,870,332
Gross profit margin 59% 57% 58%
Other income 57,951 16,495 90,018
Foreign exchange loss (2,794,062) (1,455,135) (1,134,441)
Impairment loss on intangible assets − (4,561,645) −
Plant and equipment write-off (522,237) − −
Administrative and other operating expenses (20,499,650) (20,350,864) (17,098,388)
Loss from operations (4,863,546) (9,366,621) (4,272,479)
Finance cost (1,493,155) (1,341,391) (979,791)
Loss before income tax (6,356,701) (10,708,012) (5,252,270)
Income tax credit/(expense) 79,821 (245,674) (67,414)
Loss for after income tax (6,276,880) (10,953,686) (5,319,684)
Selected non-cash items:
Total depreciation of plant and equipment 1,301,998 1,207,028 826,953
Total amortisation of right-of-use asset 2,683,325 2,786,093 2,858,275
Total amortisation of intangible assets 102,741 100,718 80,498
Impairment on/(reversal of) trade and other receivables 3,008 − (9,514)
Impairment loss on intangible assets − 4,561,645 −
Plant and equipment write-off 522,237 − −
Finance costs (excluding interest on lease liabilities) 224,802 220,416 105,748
Total interest on lease liabilities 1,268,353 1,120,975 875,405
6,106,464 9,996,875 4,737,365
Adjusted EBITDA
1
(250,237) (711,137) (514,905)
Adjusted EBITDA after impact of ROUs
1
(4,201,915) (4,618,205) (4,248,585)
1
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 amortisation of right-of-use assets and interest on lease liabilities (“Adjusted EBITDA after impact of ROUs”).and (ii) Adjusted EBITDA less amortisation
of right-of-use assets and interest on lease liabilities (“Adjusted EBITDA after impact of ROUs”).
Group adjusted EBITDA (excluding impairment losses and interest on lease liabilities) loss amounted to $0.3 million in FY25 (FY24: $0.7
million loss). Narrowing losses at Wall Street English Vietnam and the growth of start-up businesses were partly offset by higher foreign
exchange losses. Marketing expenses decreased $0.4 million YOY to $3.1 million in FY25, reflecting improved spending efficiency amid
stronger sales activity. Overall, underlying operational performance strengthened as cost control measures and improved performance at
start-up businesses took effect.
Employees increased to circa 2,780 at 30 September 2025 (30 September 2024: circa 2,600). The increase in headcount is directly linked to
the school portfolio expansion in both countries and the acquisition of additional sites under EXERA Myanmar.
CASH FLOW EVOLUTION
At 30 September 2025, the Group’s cash and cash equivalents position was $1.5 million (30 September 2024: $0.8 million). The positive
change resulted from the combination of (i) a $3.9 million inflow from operating activities, (ii) a $0.7 million outflow from investing
activities, and (iii) a $2.5 million outflow from financing activities.
The Group generated cash inflow from operating activities of $3.9 million in FY25 (FY24: inflow $3.9 million). Operating cash flow before
working capital changes in FY25 was $0.2 million (FY24: negative $0.5 million). If repayment of lease liabilities of $3.2 million (FY24: $3.3
million) were considered, adjusted cash inflow from operating activities would have been positive $0.7 million (FY24: positive $0.6 million).
The Group incurred cash outflow from investing activities of $0.7 million in FY25 (FY24: outflow $3.3 million), of which $0.7 million (FY24:
$2.5 million) was spent on leasehold improvements for the opening of (i) one school in Vietnam (Logiscool), (ii) four schools in Myanmar
(Kids&Us / Logiscool), and (iii) the Auston campus expansion.
Cash outflow from financing amounted to $2.5 million in FY25 (FY24: outflow $1.4 million), of which repayment of lease liabilities totalled
$3.2 million (FY24: $3.3 million). Cash inflow from financing, before repayment of lease liabilities, was $0.8 million in FY25 (FY24: inflow
$2.0 million), which comprised of proceeds from a shareholder’s loan of $45k (FY24: $2.0 million) and convertible notes of $0.7 million
(FY24: nil). The finances were utilised primarily to open new schools and support the operating losses for the expansion of selected new
ventures (Kids&Us, EXERA VN and Logiscool VN).
DIVIDENDS
The Board of Directors does not recommend paying dividends for FY25 as the Group needs to conserve cash for working capital and
future expansion.
LIQUIDITY MANAGEMENT AND GOING CONCERN
The Board of Directors has reviewed in detail the Group’s cash flow forecast for the next 24 months from the financial year ended
30 September 2025 and specifically considered a going concern review period of 12 months from the date of this report. 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 improve 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 outflow, 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, the overall Myanmar businesses have been self-
sustaining requiring no financial support;
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 of the financial statements for further details;
c. Support by franchise partners through flexible payment plans in relation to franchise fees and didactic materials;
d. Flexible discretionary capital spending as any capital expenditures in Myanmar would be funded through excess capital earned locally;
and
e. Access to the unutilised Loan Facility as disclosed in Note 17 of the financial statements.
Established businesses within the Education and Services divisions in Myanmar generate sufficient cash flow to support the existing
operations and their expansion. Management expects this trend to continue for the foreseeable future.
In Vietnam, the macroeconomic outlook has continued to improve in 2025 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 at least the next twelve months.
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OUTLOOK
Asia Strategic Holdings is steadfast in leveraging its integrated operating model and in-house shared service functions to deliver sustainable
returns to shareholders. Significant financial and human capital investments over the past years have established a competitive portfolio of
businesses. This portfolio balances mature, profitable anchors with greenfield projects poised to drive the next phase of growth.
Capital Allocation and Strategic Focus
The Group employs a disciplined capital allocation strategy to support its long-term vision:
◼ Portfolio and balance sheet strength: balancing time and resources in the organic growth of existing brands to drive sustainable
expansion while maintaining a resilient financial position.
◼ Geographic and sectoral expansion: leveraging shared service functions and a regional management approach to unlock synergies,
particularly in new markets.
◼ Investment prioritisation: minimal and prudent capital expenditures focused on utilising existing locations and adopting a strategic real
estate framework to enable brands to achieve their potential.
Continued Development of Existing Brands
Partnerships with international market leaders, such as Kids&Us, Logiscool and Wall Street English, provide a strong foundation for organic
revenue growth. Turning around Wall Street English Vietnam remains a top priority, with efforts focused on operational maturity to deliver
meaningful cash flow contributions and support future expansion.
The Group is also actively enhancing the programmes at Auston and Yangon American, ensuring students benefit from best-in-class
education that equips them for academic and professional success. These improvements aim to strengthen the institutions’ competitive
edge and reinforce their reputations as leading providers of high-quality education.
Navigating Macroeconomic Conditions and Demographic Shifts
The Group expects a less volatile macroeconomic environment, supported by more stable foreign exchange rates, broader economic
growth, and favourable demographic trends such as growing middle classes and young, urbanising populations. Rising foreign direct
investment and the region’s emergence as a tech hub are driving demand for education, skilled labour, and services. These dynamics align
with the Group’s strategy to address skills gaps through tech-enabled education and complementary offerings while positioning itself as a
key regional partner to corporates, and organisations.
Commitment to Strategic Growth
Asia Strategic Holdings remains committed to expanding its footprint in emerging markets through targeted investments that align with its
core strategy. While focusing on current operations, the Group will evaluate new opportunities, particularly those in high-impact sectors
such as education, which complement its existing businesses and align with regional development trends.
With an eye on long-term opportunities and a prudent approach to immediate challenges, the Group is well-positioned to navigate the year
ahead with resilience, delivering value for shareholders while supporting sustainable economic and social development in the markets it
serves.
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STRATEGIC REPORT
FINANCIAL REVIEW
Dear Stakeholders,
The Board of Directors of Asia Strategic remains steadfast in its mission to create sustainable value for the Group’s stakeholders by
integrating commitments to people, planet, and purpose into our strategic and risk management practices.
We recognise that our success is deeply connected to the well-being of our employees, the health of our environment, and our financial
performance. Our focus on governance, ethics, sustainability, and responsibility underpins our dedication to stakeholders across the regions
where we operate.
OUR COMMITMENT
BOARD STATEMENT
PEOPLE PLANET PURPOSE
◼ Responsible Growth:
Long-term profitability is built on
sustainable business practices,
operational efficiency, and
innovation, ensuring economic
value alongside social and
environmental responsibility.
◼ Ethical Practices: We uphold
the highest standards of
governance and ethics, fostering
transparency and accountability
in all our operations.
By embedding these principles into our core strategy, we aim to drive lasting positive impacts for our employees, communities,
environment, and shareholders. We are committed to continuous improvement and welcome our stakeholders to join us on this
essential journey.
◼ Environmental Stewardship:
We are committed to sustainable
practices and resource
conservation to minimise our
environmental impact.
◼ Climate Action: We continue to
reduce greenhouse gas emissions,
aligning with global efforts to
combat climate change.
◼ Employee Well-Being:
Fostering a safe, diverse and
inclusive workplace, investing
in our employees growth.
◼ Community Engagement:
Actively engaging responsibly and
contributing to the communities
where we operate, focusing on
social welfare, education, and
economic development.
BOARD STATEMENT
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SUSTAINABILITY REPORT
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SUSTAINABILITY REPORT SUSTAINABILITY REPORT
This report offers an insight into Asia Strategic’s sustainability
efforts, management strategies, and achievements in addressing
material Economic, Environmental, Social, and Governance
(“EESG”) impact. While EESG risks associated with our activities
remain low and regulations are still developing, we recognise our
responsibility to minimise our environmental impact and enhance
our contributions to the communities we serve. The report outlines
our sustainability policies, targets, and progress based on material
topics.
REPORTING SCOPE AND FRAMEWORKS
◼ Scope: The Group adopts an equity consolidation approach
for sustainability reporting, covering operations in Singapore,
Vietnam, and Myanmar. This approach aligns with the financial
statements and applies consistently across material topics. All
information, statistics and targets presented in this report aligns
to the Group’s financial reporting period from 1 October to 30
September.
◼ The report adheres to the Global Reporting Initiative’s (“GRI”)
principles for defining content (stakeholder inclusiveness,
materiality, sustainability context, completeness) and quality
(accuracy, balance, clarity, comparability, reliability, timeliness).
◼ Climate reporting remains vital to our organisation, supporting
accountability, transparency, and strategic decision-making.
We have adopted the Task Force on Climate-related Financial
Disclosures (“TCFD”) framework, with a phased approach
towards full compliance in future reporting periods and will
become progressively more compliant with the climate-related
disclosures over the ensuing reporting periods.
◼ Frameworks: Reporting references the Global Reporting
Initiative Universal Standards 2021, aligning with international
benchmarks and ensuring comparability with peers in Emerging
Asia. The United Nations Sustainable Development Goals further
reinforce our commitment to sustainable development.
◼ Transition to ISSB Standards: On June 2023, the International
Sustainability Standards Board (“ISSB”) released the International
Financial Reporting Sustainability Disclosure Standards: IFRS S1
General Requirements for Disclosure of Sustainability-related
Financial Information (IFRS S1) and IFRS S2 Climate-related
Disclosures (IFRS S2).
◼ The core content requirements in IFRS S1 and IFRS S2 were
integrated and are substantially consistent with the TCFD
recommendations. Whilst the effective date of these standards
has not been released, the Group is in the process of performing
a detailed gap analysis to transition towards alignment with the
ISSB Standards and full compliance.
◼ Additional Standards: Selected guidance from the Sustainability
Accounting Standards Board (“SASB”) specific to education are in
consideration for inclusion.
Assurance and Feedback
No external assurance has been sought; internal procedures ensure
the accuracy and reliability of disclosed performance data. We value
stakeholder feedback to guide our sustainability journey and invite
comments via ir@asia-strategic.com.
GOVERNANCE STRUCTURE
At Asia Strategic, the Board oversees the Sustainability Steering
Committee (“SC”), which is chaired by the Chief Executive Officer
and includes the Chief Financial Officer, Chief Operating Officer,
and Chief Human Resources Officer, with support from the Investor
Relations department.
The SC’s primary role is to define the Group’s sustainability
objectives and strategy while monitoring progress and compliance,
particularly regarding the Task Force on Climate-related Financial
Disclosures. It also selects systems to assess and manage climate-
related risks, referencing TCFD and other frameworks.
To ensure comprehensive oversight, the SC may delegate specific
responsibilities to the Sustainability Task Force (“STF”). The
STF initially includes C-level executives and will progressively
incorporate heads of larger business units and shared service
functions. This approach ensures that climate-related risks and
opportunities are thoroughly assessed, effectively managed, and
integrated into the Group’s risk management framework.
GRI 2-9
BOARD ◼ Oversees the Group’s overall
sustainability efforts
◼ Approves the identified material
EESG factors
◼ Approves the issuance of the
Sustainability Report
SUSTAINABILITY
STEERING COMMITTEE
◼ Develops sustainability
objectives and strategy
◼ Manages and monitors overall
sustainability performance and
reports to the Board
SUSTAINABILITY
TASKFORCE
◼ Executes sustainability initiatives
across the organisation
◼ Drives stakeholder engagement
efforts throughout the year
ALL STAFF ◼ Abide by the core values
◼ Participate proactively to the
Group’s sustainability efforts
SUSTAINABILITY OVERVIEW
SUSTAINABILITY OVERVIEW
Asia Strategic Holdings Limited | Sustainability Report | Sustainability overview
STAKEHOLDERS ENGAGEMENT PLATFORMS KEY ACTIVITIES
Employees ◼ Regular and ad-hoc team meetings ◼ Sharing of best practices and policies
◼ Learning and development initiatives
◼ Security updates conducted by EXERA
◼ Annual reviews and feedback ◼ Improvement programmes
◼ Health, safety, and wellness programmes
◼ Employee engagement surveys
◼ Events, retreats, and intranet ◼ Annual appreciation dinner
◼ Team building activities
◼ Team performance-based celebrations
Customers ◼ Customer service channels ◼ Quality control
◼ Satisfaction surveys ◼ Reporting and counselling for students and parents
Business Partners &
Suppliers
◼ Meetings and site visits ◼ Monitoring performance and sustainability
◼ Tender submissions ◼ Sharing of best practices and key indicators
Investors ◼ Annual General Meeting, reports, and results
announcements
◼ Corporate website and social media platforms
◼ Direct shareholder communications
Business Chambers ◼ Meetings and site visits
◼ Events and conferences
◼ EXERA providing latest security updates
◼ Charitable initiatives
◼ Security reporting
Government & Regulators ◼ Briefings, newsletters, site inspections ◼ Sharing of best practices, including TCFD, ICoCA, and
ISO standards
Communities ◼ Partnerships, volunteering, and sponsorships ◼ Training, charitable activities, and community grants
MATERIALITY ASSESSMENT
[GRI 3-1]
Our materiality assessment process identifies and prioritises
topics based on their significance to stakeholders and the Group’s
strategic objectives. The process aligns with the GRI standards and
comprises:
1. Identification: Evaluating risks, opportunities, and stakeholder
feedback to compile a list of potential material topics.
2. Prioritisation: Ranking topics based on stakeholder importance
and alignment with organisational goals, policies, and
operational management systems.
3. Validation: Validating priority topics with the Board of Directors
to ensure alignment with strategic objectives.
4. Review: Reviewing periodically the relevance of material topics,
reflecting evolving stakeholder expectations and business
priorities.
MATERIAL TOPICS
[GRI 3-2]
Material topics have been identified as critical based on
stakeholder feedback and strategic alignment. The set of material
topics remains unchanged compared to the previous year.
Critical Material Topics:
◼ Customer health and safety
◼ Occupational health and safety
◼ Training and education
◼ Labour/management relations
◼ Economic performance and indirect economic impacts
Moderate Material Topics:
◼ Employment, diversity, and equal opportunities
◼ Energy and emissions
OUR APPROACH
Asia Strategic embraces a stakeholder-centric approach to ensure long-term business success and reinforce our social licence to operate
in Emerging Asia. We define stakeholders as individuals or groups whose interests are affected by our operations. Understanding these
impacts enables us to anticipate and address stakeholder needs effectively, fostering trust and accountability.
KEY STAKEHOLDERS AND ENGAGEMENT PLATFORMS
We engage with a broad range of stakeholders through tailored platforms and initiatives, ensuring meaningful dialogue and collaboration.
[GRI 2-29]
SUSTAINABILITY OVERVIEW
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EXERA Myanmar
AMCHAM Corporate Social Responsibility Excellence ACE Award 2025
Description: The ACE Award is presented by the American Chamber of Commerce in Myanmar (“AMCHAM”) to organisations that
demonstrate strong commitments to transparency, good governance, and sustainable business practices through a
rigorous, independently reviewed CSR assessment process.
Significance: Ensures the company is recognised as a leader in responsible and ethical business conduct in Myanmar, strengthening
credibility with investors, customers, and regulators. Reinforce Asia Strategic’s long-term commitment to sustainability
and operational excellence.
ISO 18788:2015
Description: The first private security operations certification awarded in Myanmar, setting a benchmark for managing and improving
Security Operations Management Systems.
Significance: Ensures the delivery of secure, ethical, and human rights-compliant services.
ISO 9001:2015
Description: An internationally recognised framework for establishing and maintaining a Quality Management System.
Significance: Enhances consistent quality and continuous improvement in delivering products and services.
ANSI/ASIS PSC.1
Description: A standard for private security company operations focused on quality, accountability, and transparency.
Significance: Strengthens risk management and safeguards organisational integrity.
International Code of Conduct Association (“ICoCA”)
Description: Membership certification recognising adherence to the ICoCA Code of Conduct.
Significance: Demonstrates compliance with human rights, humanitarian law, and ethical business practices, also ensuring our clients
meet human rights responsibilities.
Yangon American International School
International Baccalaureate (“IB”)
Description: Recognised as an IB school, Yangon American is fully authorised by IB for the Primary Years Programme (“PYP) and for the
Middle Years Programme (“MYP”).
Significance: Demonstrates adherence to globally recognised educational practices and a commitment to high-quality teaching
standards. It reflects compliance with ethical principles, including respect for diverse cultures, fostering holistic
development, and building trust with international stakeholders and communities.
Western Association of Schools and Colleges (“WASC”)
Description: A candidate school for WASC accreditation, reflecting its commitment to meeting internationally recognised standards
of institutional quality and educational excellence. Candidate status signifies that the school is actively engaged in the
accreditation process, adhering to WASC’s framework of continuous improvement and accountability.
Significance: Demonstrates dedication to academic excellence, ethical values, and cultural respect, fostering trust with international
stakeholders.
CERTIFICATION PROCESS AND ASSURANCE
To achieve and maintain these certifications, Asia Strategic implements rigorous processes:
◼ Independent Audits: MSS Global, a recognised certifying body, conducts annual on-site audits on EXERA to validate ISO compliances
and facilitate renewals and other relevant operations.
◼ Internal Governance: Regular internal reviews and monitoring systems are embedded within business units to ensure alignment with
international standards and continuous improvement.
Through these achievements, Asia Strategic enhances its credibility, supports stakeholder trust, and positions itself as a leader in Emerging
Asia.
CERTIFICATIONS AND ACCREDITATIONS
OUR COMMITMENT TO EXCELLENCE
Asia Strategic prioritises the adoption and maintenance of internationally recognised certifications and accreditations to reinforce operational
excellence, ethical conduct, and sustainability. These certifications, achieved through our business operations, reflect our unwavering
commitment to global best practices, transparency, and accountability.
KEY CERTIFICATIONS LINKED TO OUR BUSINESSES
[GRI 2-28]
Wall Street English
ISO 9001:2015
Description: The method of Wall Street English International is independently certified with ISO 9001:2015 by Det Norske Veritas
(DNV), recognising its commitment to rigorous quality standards.
Significance: These certifications underscore a dedication to excellence in education delivery and secure digital operations, building
trust and credibility with learners and global stakeholders.
ISO 27001:2015
Description: Wall Street English International Technology Team in Chennai, India, has been certified as ISO 27001 compliant,
highlighting its commitment to implementing and maintaining robust information security management systems.
Significance: This certification affirms Wall Street English’s dedication to securing its technological platforms and online services,
fostering trust among learners and stakeholders while aligning with global standards in information security.
Kids&Us
UNE 19601:2017 – Criminal Compliance Management Systems
Description: Kids&Us has been certified under UNE 19601:2017 by AENOR, Spain’s leading certification, testing, training, and
inspection body. This certification validates the implementation of a robust criminal compliance management system
designed to ensure ethical conduct, legal compliance, and responsible governance across the organisation.
Significance: This certification reflects Kids&Us’s strong commitment to acting responsibly, ethically, and with integrity. It reinforces
internal mechanisms to prevent, detect, and respond to potential criminal risks, while strengthening transparency, trust,
and accountability with families, partners, and stakeholders, in line with its purpose-driven educational values.
Asia Strategic Holdings Limited | Sustainability Report | Certifications and accreditations
CERTIFICATIONS AND ACCREDITATIONS
Asia Strategic Holdings Limited | Sustainability Report | Certifications and accreditations
CERTIFICATIONS AND ACCREDITATIONS
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UNITED NATIONS SUSTAINABLE DEVELOPMENT GOALS
Asia Strategic recognises the importance of aligning its business strategies with global frameworks such as the United Nations Sustainable
Development Goals (“SDGs”). These goals provide a universal call to action to tackle the world’s most pressing social, economic, and
environmental challenges by 2030. Our alignment with the SDG reflects a commitment to advancing sustainable development in the
communities where we operate, particularly in Myanmar and Vietnam.
By integrating the SDGs into our business operations, we seek to create long-term value for stakeholders while addressing regional and
global priorities. This section highlights the specific SDG where Asia Strategic has made significant contributions, demonstrating the positive
impacts of our educational and service-focused initiatives.
Driving Job Creation and Financial Inclusion in Emerging Asia
The Group employs a local workforce of over 2,700 (FY24: circa 2,500) in Vietnam and Myanmar, exceeding
regulatory requirements by offering competitive salaries well above SDG 1 targets, along with welfare and
health benefits.
To promote financial inclusion, all employees are required to open bank accounts and mobile wallets for
salary remittance, with favourable financial products negotiated with banks.
Beyond direct employment, the Group supports local businesses, spending $38.4 million locally in FY25
(FY24: $36.0 million), fostering economic growth and job creation. Its Education division serves over 10,400
students (FY24: 9,300), enhancing academic and professional opportunities. Through its Services division,
EXERA operates across 250 (FY24: 230) sites, supporting embassies, UN organisations, and NGOs.
Emergency support
In response to the 7.7 magnitude earthquake in Myanmar in March 2025, the Group prioritised food
security and basic necessities for affected employees, students, and local communities. Immediate relief
included the provision of safe shelter, clean water, and essential food supplies. The Group contributed
approximately $30,000 through the European Chamber of Commerce to support emergency relief efforts.
To strengthen longer-term rehabilitation, the Group established an Earthquake Relief Fund, seeded with
approximately $46,000 from key management and open to contributions from employees across the
organisation. The fund provided targeted support for affected employees over four months period and
contributed to broader community recovery initiatives.
EXERA, the Group’s integrated risk-management business, played a vital on-the-ground role in Mandalay
by providing site security, secure logistics, and emergency response services to ensure safe and effective
distribution of humanitarian aid.
Asia Strategic Holdings Limited | Sustainability Report | United Nations sustainable development goals
UNITED NATIONS SUSTAINABLE DEVELOPMENT GOALS
Nurturing Mental Health and Emotional Resilience
Over the past year, Yangon American school has strengthened its commitment to Social Emotional Learning
(“SEL”) through the schoolwide Second Step program and community wellness initiatives. Students engaged
in weekly lessons focused on skills such as empathy, emotion management, problem-solving, positive
relationships, and effective learning strategies. In addition, our Mental Health and Wellness Month promoted
well-being across the school through themed activities and classroom lessons, while also offering parent
workshops that supported families in fostering healthy social and emotional development at home.
Access to Quality Health Services
Partnering with Pun Hlaing HEAL, the Group provided bilingual (English and Burmese) mental health
consultations. Leadership training sessions are regularly conducted to address key employee concerns.
In Myanmar, corporate wellness benefits include:
• Free General Practitioner consultations, discounted medicines, and mental health programmes.
• 24/7 telehealth services and GP visits at Pun Hlaing Clinics in Yangon, Mandalay, and Taunggyi.
• Emergency ambulance services within a 25 km radius of Pun Hlaing Hospital.
In Vietnam, employees receive free annual medical exams, personal accident and healthcare insurance, with
dependents covered at significantly reduced rates.
Strengthening Workplace Health and Safety
The Group offers welfare policies, including maternity, paternity, and bereavement leave. At certain sites,
employees also receive health/life insurance and English language training. The Group strives to maintain a
zero-accident workplace through stringent checks on substance abuse and regular safety training.
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UNITED NATIONS SUSTAINABLE DEVELOPMENT GOALS
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SUSTAINABILITY REPORT SUSTAINABILITY REPORT
Advancing Gender Equality and Empowerment
The Group is committed to fostering local employment, gender equality, and diversity. As of 30 September
2025, 97% of the total workforce (FY24: 97%) are local employees, with women representing approximately
67% (FY24: 67%) of the (excluding EXERA’s security officers (“SO”)). Pay equity is maintained across the Group,
with no significant gaps between the salaries of male and female employees.
At Yangon American school, gender equity is promoted through initiatives such as the STEM Club for Girls,
which empowers students with hands-on learning, mentorship and international exposure. The program
culminate in a week long science workshop and cultural exchange in Denmark, strengthening confidence,
global awareness, and inspiring future leaders in STEM.
UNITED NATIONS SUSTAINABLE DEVELOPMENT GOALS
Asia Strategic Holdings Limited | Sustainability Report | United Nations sustainable development goals
Empowering Communities and Expanding Scholarships to Developing Countries
Through its Education division, the Group ensures inclusive and equitable education while promoting lifelong
learning opportunities. Leveraging integrated learning technologies, the Group delivers educational products to
approximately 10,400 students at reasonable prices, both on-site and remotely. Partial and full scholarships are
offered at Wall Street English, Auston, and Yangon American International School.
At Logiscool, students receive coding and digital literacy training that are age appropriate. The curriculum
is designed to ensure academic excellence while preparing students to embrace innovation and contribute
meaningfully to their chosen fields.
Auston graduates earn globally recognised qualifications, enhancing their access to educational and professional
opportunities locally and abroad. Top-performing Auston students are offered academic and financial support
to participate in international events such as the Asia Pacific ITC Alliance and ASEAN Data Science Explorers
competitions. The Group also facilitates internships and employment opportunities for Auston students, often
partnering with leading employers.
At EXERA, all new security officers undergo mandatory certified training in firefighting and first aid before their
first job assignment, ensuring they are equipped to safeguard lives and respond effectively in emergencies. In
addition, selected senior officers and trainers successfully completed Child Protection Awareness Training during
the year. This initiative enables EXERA to deliver internal training programs tailored for support staff, particularly
those responsible for guarding and facility management services in schools, thereby strengthening our role in
creating safer learning environments.
Yangon American’s achievement of becoming an IB PYP and MYP authorised school, alongside its WASC
candidacy, reflects a strong and clear commitment to quality education. These milestones reinforce the school’s
focus on inclusive, student-centred learning, rigorous academic standards, and continuous improvement.
PYP and MYP authorisation affirm the school’s delivery of inquiry-based, concept-driven learning that nurtures
global-mindedness, critical thinking, and future-ready skills across all grade levels. In parallel, WASC candidacy
ensures strong governance, accountability, and sustained school-wide growth. Together, these recognitions
demonstrate Yangon American’s dedication to providing every learner with a high-quality, globally aligned
education.
Enhancing Our Talent and Promoting Lifelong Learning
The Group values its people as its greatest asset and is committed to enhancing their skills. In addition to role-
specific training, full-time employees can enroll in Wall Street English courses to improve their English proficiency
and receives sponsorships to undertake professional development courses.
Aligned with its sustainability goals, the Group incorporates sustainability topics into its training programmes,
fostering awareness and accountability across the workforce.
Improving Productive Employment
Asia Strategic is one of the largest foreign employers in Myanmar, with employees increasing to circa 2,780
(FY24: circa 2,600), driven by school portfolio expansion and additional EXERA sites. As the Group continues
to grow and gain market share, it anticipates creating more employment opportunities in both Vietnam and
Myanmar.
Promoting Safe and Secure Working Environments
The Group ensures fair working conditions for all employees by adhering to the principles of the UK Modern
Anti-Slavery Act of 2015 and prohibiting child labour across all operations. Since its founding, the Group has
reported no incidents of child labour.
EXERA regularly conducts risk assessments for customers to promote safe and secure workplaces for
stakeholders. Complementing this, Yangon American and Kids&Us schools maintain robust Health & Safety
policies to protect children under their care.
Promoting Sustainable Tourism
Despite challenges in Myanmar’s tourism sector over the past four years, the Group has continued to promote
sustainable tourism in Bagan through boutique hostels operated under the Ostello Bello brand. Ostello Bello
actively engages with local communities by promoting environmental clean-up initiatives involving staff and
customers alike.
Implementing and Promoting Good Corporate Governance
The Group upholds the highest standards of corporate governance, opposing bribery and all forms of
corruption. To reinforce its Code of Conduct, all employees undergo training on Anti-Bribery and Anti-
Corruption, Conflicts of Interest, and Whistleblowing policies, which also apply to dealings with third-party
service providers and vendors.
The Group prohibits discrimination based on race, colour, gender, religion, or political opinion to ensure equal
opportunities and fair treatment. By leading by example, the Group fosters internationally recognised best
practices in Emerging Asia’s rapidly developing regions.
As a responsible community partner, EXERA actively engages with the business communities and
organisations, including the European Chamber of Commerce and the American Chamber of Commerce.
It delivers security briefings, trainings, and operational support to embassies, UN agencies, and NGOs in
Myanmar, reinforcing its role as a trusted operator.
In FY25, EXERA was honoured with the Corporate Social Responsibility Excellence ACE Award by the American
Chamber of Commerce in Myanmar. This recognition underscores its leadership, long-term commitment to
sustainability, and dedication to operational excellence.
As a responsible corporate entity, reporting on SDGs demonstrates our dedication to sustainability and transparency. It enables
stakeholders to assess our contributions to global and local sustainable development priorities. By aligning our initiatives, we showcase how
our actions create positive, measurable impacts in the regions we serve. This practice not only strengthens accountability but also aligns
with international reporting standards, fostering trust and long-term value creation for all stakeholders.
UNITED NATIONS SUSTAINABLE DEVELOPMENT GOALS
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SUSTAINABILITY REPORT SUSTAINABILITY REPORT
PEOPLE: WORKFORCE, DIVERSITY
AND WELL-BEING
EMPLOYMENT
Our Approach
Asia Strategic emphasises sustainable employment by nurturing
talent, fostering individual growth, and upholding the highest
standards of human rights and economic contribution. This
commitment underpins our efforts to create jobs, support
professional development, and bolster local economies.
◼ Workforce Impact: We employ approximately 2,780 individuals
across Vietnam and Myanmar, actively supporting the local
economy and encouraging skill development.
◼ Community Support: Our educational programs reach over
10,400 students, offering globally recognised qualifications and
supporting the aspirations of young learners. Despite several
operational and security challenges, our Group has maintained
operations throughout Myanmar, including certain conflict zones
and natural disasters.
◼ Policy Alignment: Tailored employment policies, including
Employment Contracts and Internal Labour Regulations in
Vietnam and an Employee Handbook in Myanmar, ensure
compliance with respective labour laws.
Our Performance
We strive to meet and exceed employee expectations through
comprehensive benefits and ongoing improvement initiatives:
◼ Employee Benefits: Full-time employees in Myanmar benefit
from the Pun Hlaing Employee Wellness Program, while
Vietnamese employees enjoy tailored healthcare benefits.
◼ Health and Welfare: Key management and directors across all
regions are consistently provided health benefits.
◼ Stock Ownership: Stock options are offered to full-time
employees in key management positions, aligning their interests
with the company’s long-term success.
◼ Challenges Identified: Life insurance, disability, and retirement
benefits are currently under review to better align with
employee needs.
Our Targets
Asia Strategic aims to further enhance its employment practices
with a focus on health, diversity, and development:
Short-Term Goals:
◼ Improve employment and healthcare benefits across all
operational locations.
◼ Strengthen employee feedback mechanisms to better address
needs.
Medium-Term Goals:
◼ Build a diverse workforce enriched by varied experiences and
perspectives.
◼ Develop and monitor KPIs for employment-related initiatives to
measure effectiveness.
Long-Term Goals:
◼ Expand job creation initiatives in underserved regions.
◼ Align employment practices with evolving international
sustainability standards.
LABOUR/MANAGEMENT RELATIONS
Our Approach
Asia Strategic is committed to fostering collaborative and
constructive relationships between labour and management,
recognising their critical role in ensuring stability and sustainable
growth. Our approach prioritises:
◼ Ethical Standards: Adhering to human rights principles in all
business dealings to prevent any adverse operational impacts.
◼ Policy Frameworks: Comprehensive Internal Labour Regulations
in Vietnam and an Employee Handbook in Myanmar guide
decision-making, ensuring equity, transparency, and legal
compliance.
◼ Addressing Potential Impact: Established guidelines clarify roles,
set expectations, and provide mechanisms to resolve any labour-
related issues swiftly and effectively.
Through these efforts, we aim to foster a respectful workplace
culture while aligning with international best practices.
Our Performance
Our initiatives have positively influenced our workforce, the
communities we serve, and the overall business ecosystem:
◼ Bonuses and Salary Adjustments: Distributed to employees to
drive and reward performance and address economic challenges,
ensuring their job satisfaction, well-being and engagement.
◼ Disaster Relief Contributions: Support extended to employees
and affected communities during natural disasters, such as
relief initiatives after the Mandalay earthquake in Myanmar,
showcasing our commitment to social responsibility.
◼ Community Involvement: Organised initiatives like a blood
donation campaign in Vietnam, further demonstrate our
dedication to broader societal welfare. Monetary donations
were also made during catastrophic events in Myanmar through
foreign business chambers to assist recovery efforts and help
rebuild communities.
Policies in Action:
◼ Human Rights Compliance: All labour management processes are
structured to uphold human rights principles.
◼ Operational Guidelines: Adherence to the Internal Labour
Regulations and Employee Handbook ensures fair treatment of
employees, regardless of location.
Our Targets
Asia Strategic seeks to strengthen its labour-management relations
as follows:
Short-Term Goals:
◼ Reinforce mechanisms for resolving labour-management issues
efficiently.
◼ Promote awareness of ethical standards among employees and
management.
Asia Strategic Holdings Limited | Sustainability Report | People: workforce, diversity and well-being
PEOPLE: WORKFORCE, DIVERSITY AND WELL-BEING
Medium-Term Goals:
◼ Expand workforce engagement programs, encouraging more
collaborative initiatives.
◼ Regularly review and update policies to adapt to changing
workforce dynamics.
Long-Term Goals:
◼ Establish comprehensive labour-management KPIs to measure
progress and success.
◼ Develop partnerships with stakeholders to ensure industry-
leading labour practices.
TRAINING, DEVELOPMENT, AND TALENT RETENTION
(GRI 404-1)
Our Approach
Asia Strategic places a strong emphasis on fostering a competent
and dynamic workforce through comprehensive training initiatives
and robust talent retention strategies. Our approach includes:
◼ Comprehensive Training Programmes: Tailored opportunities
are provided to employees across all roles to develop skills and
improve performance.
◼ Focus on Educators: Teachers at Yangon American undergo
annual International Baccalaureate certification training, train
regularly on educational platform (e.g. Toddle) and participate in
weekly professional development sessions.
◼ English Language Proficiency: Employees at operational sites
and head offices (excluding security officers) complete English
language courses at Wall Street English, equipping them with
essential communication skills to excel in customer-facing roles
and cross-border collaborations.
◼ Safety & Emergency Preparedness: We prioritize the physical
well-being of our community through rigorous safety protocols.
Corporate offices and educational institutions in Myanmar and
Vietnam conduct mandatory quarterly fire drills and evacuation
exercises, ensuring a state of high readiness for all students and
staff.
◼ Basic Security Officer Training (“BSOT”): At EXERA, new security
officers undergo rigorous five-day programme aligned with the
UK Security Industry Association training standards. It equips
new recruits with foundational knowledge and practical skills for
security operations.
These training programs comply with ISO standards and meet
client expectations, underscoring our commitment to excellence
and professionalism. Additionally, these trainings are available
to our customers, providing them with the same high standards
of safety and preparedness that we maintain within our
organisation.
The BSOT programme covers a range of critical topics, including:
◼ Firefighting techniques and emergency response.
◼ First aid and basic life-saving skills.
◼ Combat tactics, including situational awareness and threat
response.
◼ Ethical practices in security operations, such as conflict
resolution and the use of force continuum.
◼ Surveillance and reporting procedures.
In addition to the initial training, EXERA mandates a two-day
annual refresher course for all security officers to reinforce skills
and address evolving challenges.
Our Performance
[404-1]
Training Metrics:
◼ Wall Street English: Employees at the head office and operations
team are required to complete complimentary English language
courses at Wall Street English, tailored to the competency
levels set for each role. These competency levels also serve as
benchmarks in our recruitment and appraisal processes.
◼ In FY25, 275 Group employees (FY24: 369) participated in
English language courses, completing an average of 11 hours of
training per employee (FY24: 10 hours).
◼ Yangon American: Sponsored 11 (FY24: 12) teachers for IB
certification, contributing a total of 176 (FY24: 192) training
hours, averaging 16 (FY24: 16) hours per participant. In addition,
each member of the academic team completed 25 hours of
further training in Toddle, curriculum design and assessment,
and safeguarding. This investment reflects the school’s
commitment to high-quality teaching and a safe, well-designed
learning environment.
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PEOPLE: WORKFORCE, DIVERSITY AND WELL-BEING
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SUSTAINABILITY REPORT SUSTAINABILITY REPORT
◼ EXERA Training:
• New security officers completed ca. 43,000 (FY24: 41,700)
hours of BSOT.
• Existing security officers participated in refresher courses,
completing a total of 8,900 (FY24: 7,600) hours.
• New and existing security officers attended an average of 27
(FY24: 29) hours of training during the year.
• Training Content for Security Personnel: The BSOT programme
and refresher training sessions include the following modules:
i. Protective Measures: Access control, visitor and vehicle
searches, and patrol procedures.
ii. Safety and Emergency Preparedness: Fire safety, extinguisher
use, and emergency response planning.
iii. Ethics and Compliance: Adherence to voluntary principles on
human rights and security.
iv. Communication Skills: Effective reporting, response
mechanisms, and incident documentation.
• In FY25, selected senior officers and trainers successfully
completed Child Protection Awareness Training. This
initiative enables EXERA to deliver internal training programs
tailored for support staff, particularly those responsible
for guarding and facility management services at schools,
thereby strengthening our role in creating safer learning
environments.
◼ Leadership Development: In FY25 and FY24, we engaged an
experienced training company to deliver a two-month leadership
development programme for all managers in Myanmar, aimed
at empowering and cultivate the leadership skills within
high-potential team members. Key management personnel
participate in externally sponsored workshops and courses
to fulfil professional training requirements, strengthening
leadership capabilities and alignment with organisational goals.
Our Targets
Asia Strategic is committed to enhancing training and development
to ensure long-term success and employee satisfaction:
Short-Term Goals:
◼ Expand participation in training programmes, focusing on middle
management and leadership roles.
◼ Enhance content to include technology, job-specific, cross-
functional, and sustainability-focused training modules.
Medium-Term Goals:
◼ Increase diversity-focused training, particularly targeting
leadership development opportunities for female employees.
◼ Integrate advanced security protocols into BSOT and refresher
courses to align with evolving industry standards.
Long-Term Goals:
◼ Develop a robust framework for measuring training outcomes by
role and gender.
◼ Cultivate a pipeline of skilled professionals capable of supporting
the organisation’s strategic growth objectives.
◼ Training is assigned based on individual competency gaps
and role requirements rather than gender demographics.
We are refining our data collection process to provide
gender-disaggregated training reporting in future for
greater transparency. Future reports will include year-over-
year comparative data to better reflect our progress and
commitments.
DIVERSITY AND EQUAL OPPORTUNITIES
(GRI 405-1)
Our Approach
Asia Strategic is deeply committed to fostering diversity and equal
opportunities, recognising the value of a workforce that reflects the
communities we serve. By embracing inclusivity and representation,
we aim to cultivate an environment that respects varied
perspectives, enhances innovation, and supports organisational
growth.
◼ Gender Diversity Initiatives: Addressing gender imbalances,
particularly in traditionally male-dominated sectors such as
security services, by recruiting female security officers for
specialised roles like body searches and indoor assignments. This
approach aligns with both client requirements and international
human rights standards.
◼ Local Employment: Our hiring strategy prioritises local
talent, with 97% (FY24: 97%) of employees being local hires,
strengthening our engagement with and contribution to local
economies.
◼ Commitment to Global Goals: We align our efforts with
the SDGs, embedding principles of justice, equity, diversity,
inclusivity, and (“JEDI”) into our policies and practices. These
initiatives contribute to gender equality, poverty eradication, and
equitable access to quality education.
Our Performance
Workforce Composition:
◼ Female Representation: Women account for 67% (FY24: 67%)
of the total workforce (excluding EXERA SOs). This includes
leadership positions, reflecting our dedication to advancing
gender equality within our organisation.
◼ Growth in Female Security Officers: At EXERA, the number of
female security officers increased to 156 in FY25, compared
to 96 in FY24. This improvement is attributed to strategic
recruitment efforts and partnerships with NGOs like SISU, aimed
at promoting employment for women.
◼ Age Diverse Workforce: We value age diversity through
succession planning and an open workspace, encouraging
collaboration across generations. Employees over 50 are
supported in roles like training, administration, and facility
management, enriching our inclusive and dynamic work
environment.
Asia Strategic Holdings Limited | Sustainability Report | People: workforce, diversity and well-being
PEOPLE: WORKFORCE, DIVERSITY AND WELL-BEING
Male Female
FY25
33%
67%
All Employees
(excluding SOs)
Male Female
FY25
33%
67%
All Employees
(excluding SOs)
FY25
44%
56%
Board & Management
FY25
33%
67%
Execuve
FY24
33%
67%
All Employees
(excluding SOs)
FY24
46%
54%
Board & Management
FY24
32%
68%
Execuve
FY25
92%
8%
Security Officers
FY24
94%
6%
Security Officers
FY25
56%
41%
All Employees
(excluding SOs)
3%
FY24
60%
38%
All Employees
(excluding SOs)
2%
FY25
22%
29%
All Employees
(including SOs)
49%
FY24
33%
52%
All Employees
(including SOs)
15%
Below 30 years old 30 - 50 years old
Above 50 years old
Male Female
FY25
33%
67%
All Employees
(excluding SOs)
Asia Strategic Holdings Limited | Sustainability Report | People: workforce, diversity and well-being
PEOPLE: WORKFORCE, DIVERSITY AND WELL-BEING
4544
SUSTAINABILITY REPORT SUSTAINABILITY REPORT
Educational Contributions
At Yangon American, the adoption of Justice, Equity, Diversity, and
Inclusivity principles within the curriculum promotes awareness and
inclusivity among students. The school’s initiatives aim to empower
the next generation to embrace equity and diversity.
Our Targets
Asia Strategic’s diversity and inclusion roadmap outlines short,
medium, and long-term objectives to enhance representation and
equal opportunities:
Short-Term Goals:
◼ Sustain female workforce participation above 50%, excluding
security personnel, and strive for a more balanced gender
representation.
◼ Expand the recruitment of female security officers for gender-
specific responsibilities, aligning with client policies and industry
standards.
Medium-Term Goals:
◼ Enhance female representation in mid-to-senior management
roles, supported by targeted leadership training programmes.
◼ Develop partnerships with grassroots organisations to provide
training and employment opportunities for women.
Long-Term Goals:
◼ Strengthen local representation in leadership roles, targeting
an increase in the proportion of local employees at C-suite and
board levels.
◼ Continue aligning workforce diversity initiatives with global
frameworks, such as the UN SDGs, to foster a more inclusive
organisational culture.
FY25
78%
22%
Board & Management
FY25
92%
8%
Execuve
FY24
90%
10%
All Employees
(excluding SOs)
FY24
74%
26%
Board & Management
FY24
91%
9%
Execuve
Local Talent Empowerment:
◼ Employment Metrics: Over 97% of our workforce (including SOs) is composed of local employees, reinforcing our focus on
empowering communities and providing opportunities for local talent.
◼ Equitable Pay Practices: Our pay equity analysis indicates no significant gender disparities, affirming our commitment to fair
remuneration practices.
Asia Strategic Holdings Limited | Sustainability Report | People: workforce, diversity and well-being
PEOPLE: WORKFORCE, DIVERSITY AND WELL-BEING
FY25
91%
9%
All Employees
(excluding SOs)
Local Foreigner
FY25
91%
9%
All Employees
(excluding SOs)
Local Foreigner
OCCUPATIONAL HEALTH AND SAFETY
(GRI 403, 403-1)
Our Approach
Asia Strategic is committed to safeguarding the health, safety, and
well-being of its employees, their families, and the communities it
serves. Our approach is grounded in robust policies, proactive risk
management, and comprehensive health and safety initiatives. Key
aspects include:
◼ Comprehensive Safety Framework: Policies such as the
Workplace Safety Policy and adherence to ISO 9001:2015
and ISO 18788:2015 standards underpin our commitment to
operational safety and efficiency.
◼ Health Management Initiatives: In partnership with Pun Hlaing
HEAL, our Employee Wellness Programme provides health
benefits to employees and up to three family members, ensuring
holistic care. In Vietnam, employees receive free medical
examinations and access to affordable healthcare packages for
their dependants.
◼ Emergency Preparedness: Collaboration with EXERA ensures
frequent risk assessments, emergency notifications, and
preparedness training across sites.
Our Performance
Key Safety Metrics for FY25:
◼ Fatalities and Injuries:
• Zero workplace fatalities recorded.
• One recordable work-related injury, consistent with FY24.
WORK-RELATED INJURIES FY25 FY24
Work-related fatalities Nil Nil
Fatal Incident Rate (FAR) Nil Nil
High-consequence work-related injuries
(excluding fatalities)
Nil Nil
Recordable work-related injuries 1 1
Work related fatality: Fatality is an employee death resulting
from an injury or an illness caused by/or related to a workplace
hazard.
High-consequence work-related injury: work-related injury that
results in a fatality or in an injury from which the employee
cannot, does not, or is not expected to recover fully to pre-injury
health status within a short period of time.
Work-related injuries: injury incidents that are non-fatal or
health-related illnesses requiring medical treatment beyond first
aid arising out of, or in the course of work.
◼ Health Benefits Utilisation:
• Expanded Employee Wellness Programme benefits in
Myanmar and enhanced insurance options in Vietnam.
◼ Training Hours:
• Over 8,900 (FY24: 7,600) hours of refresher training for EXERA
security officers.
• Regular safety and firefighting drills conducted at all
education and operational sites.
Programme Highlights:
◼ Health and Wellness:
• Free GP consultations, discounted medicines, and telehealth
services offered in Myanmar.
• Comprehensive safety training for Yangon American staff,
including first aid and child protection.
◼ Emergency Readiness:
• Routine fire drills and emergency exercises for scenarios such
as earthquakes and political risks.
◼ Quality Assurance: EXERA adheres to strict guidelines outlined
in its Quality, Safety, and Security (“QSS”) Manual, which aligns
with ISO 9001:2015 and ISO 18788:2015.
Our Targets
Asia Strategic remains dedicated to continuous improvement in
health and safety. Key objectives include:
Short-Term Goals:
◼ Maintain zero workplace fatalities.
◼ Expand self-defence training sessions across operational sites.
Medium-Term Goals:
◼ Introduce advanced emergency simulations, addressing specific
risks like natural disasters and security threats.
◼ Expand health services to include mental health counselling and
chronic disease management.
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PEOPLE: WORKFORCE, DIVERSITY AND WELL-BEING
4746
SUSTAINABILITY REPORT SUSTAINABILITY REPORT
TCFD STATEMENT
Asia Strategic fully supports the recommendations of the Task
Force on Climate-related Financial Disclosures and is committed to
transparent reporting of climate-related risks and opportunities.
By aligning our governance and strategy frameworks with TCFD
guidelines, we aim to enhance transparency, accountability, and
strategic resilience while effectively addressing climate impacts.
ABOUT THE TCFD FRAMEWORK
The TCFD framework categorises disclosures under four pillars:
1. Governance: Oversight of climate-related risks and opportunities.
2. Strategy: Impact on business strategy and financial planning.
3. Risk Management: Processes for identifying and managing
climate-related risks.
4. Metrics and Targets: Measuring and tracking progress through
key indicators.
TCFD Compliance Statement
In accordance with UK Listing Rule 6.6.6R(8), we have disclosed
in the tables below climate-related disclosures aligned to the
four pillars listed above and the eleven recommended disclosures
contained within the TCFD additional guidance (Implementing the
recommendations of the Taskforce on Climate-Related Financial
Disclosures 2021 TCFD Annex). For each of the recommended
disclosures, we have confirmed the Group’s compliance (fully,
partially, or non-compliant) with the TCFD recommendations as well
as future actions and relevant time frames to improve compliance.
Compliance Status
As of 30 September 2025:
◼ Four of the eleven TCFD disclosures are fully compliant.
◼ Three are partially compliant, with ongoing actions to improve.
We are still in the early stage of our TCFD implementation roadmap.
Regulatory guidance in the countries where the Group operates
continues to evolve and emerge. More time is required to allow full
consideration of the issues and outcomes.
A key focus for the Sustainability Committee is to monitor and
review the implementation of these disclosures ensuring that
our reporting will be compliant with all eleven disclosures. Full
implementation of the TCFD recommendations extended and
scheduled in the next five years (except for the measurement of
Scope 3 emissions where we will disclose progressively based
on relevance and no timeframe can be determined until full
assessment is complete).
TCFD Implementation Roadmap
Incorporating TCFD highlights Asia Strategics’ commitment to
addressing climate-related challenges and detailing strategies
for navigating associated risks and opportunities. The Group
plans to assess climate targets acknowledges the significant risks
and opportunities posed by climate change and is dedicated to
addressing them through a TCFD-aligned implementation roadmap.
PLANET: ENVIRONMENTAL STEWARDSHIP
PLANET: ENVIRONMENTAL STEWARDSHIP
Asia Strategic Holdings Limited | Sustainability Report | Planet: environmental stewardship
Our implementation roadmap for climate reporting, aligned with the four primary pillars of the TCFD, detailed below.
FRAMEWORK PHASE 1 PHASE 2 PHASE 3
Governance Integrate climate risks into
existing governance structures.
Review climate change
management processes.
Regularly assess progress and
compliance.
Strategy Identify key climate-related
risks and opportunities, assess
their impact, and formulate
appropriate action plans.
Continually re-evaluate key risks
and opportunities and conduct
scenario analysis to determine
materiality levels.
Assess the resilience of the
Group’s climate strategy aligning
with desired climate outcomes.
Risk Management Define the process for identifying,
prioritising, and managing
climate-related risks.
Develop policies for managing
climate-related risks and
opportunities.
Effectively embed climate
considerations into relevant
business processes.
Metrics and Targets Compute and disclose
operational carbon footprint
(Scope 1 and Scope 2 emissions)
for the Group’s larger business
units.
Include the remaining business
units in the computation and
disclosure of its carbon footprint,
and define metrics to assess the
impact of climate-related risks on
the Group’s activities.
Improve data systems and
consider appropriate science-
based emissions reduction targets.
PLANET: ENVIRONMENTAL STEWARDSHIP
Asia Strategic Holdings Limited | Sustainability Report | Planet: environmental stewardship
Yangon American: World Environment Day
4948
SUSTAINABILITY REPORT SUSTAINABILITY REPORT
THEME SUMMARY OF PROGRESS
TCFD DISCLOSURE
AND COMPLIANCE
STATUS AS OF 30
SEPTEMBER 2025
GOVERNANCE
Describe the
Board’s oversight
of climate-
related risks and
opportunities
The Board plays a crucial role in overseeing the organisation’s approach to climate-related
risks and opportunities. This oversight encompasses setting the overall strategy, reviewing
policies, and monitoring performance. The Board and its committees are typically informed
about climate-related issues through several channels:
◼ Regular Reporting: Management provides regular reports to the Board and relevant
committees on the organisation’s climate-related performance, risks, and opportunities.
These reports may include updates on greenhouse gas emissions, climate-related
initiatives, and any significant climate-related regulatory local/regional developments.
◼ Stakeholder Engagement: The Board may engage directly with stakeholders such as
investors, customers, employees, and community groups to gather their perspectives on
climate-related issues and understand their expectations for the organisation’s response.
This engagement can inform the Board’s decision-making and governance processes
related to climate change.
◼ Regulatory and Disclosure Requirements: The Group CFO, supported by the Group
Sustainability Reporting Director, provides updates on regulatory requirements and
disclosure frameworks to ensure the Board stays well-informed.
Frequency of Board Updates on Climate-related issues
The frequency of updates given to the Board and Audit Committee is dependent on several
factors, including the business unit’s industry, size, geographical location and significance of
climate-related risks and opportunities.
At Asia Strategic, the Board shall receive semi-annual updates from the SC, which includes
an updated risk register and progress updates. The Board shall provide the SC with
additional guidance on risks and opportunities. The Board plans to fully integrate climate
governance into the Group’s risk management framework to ensure compliance with the
TCFD recommendations. Climate / EESG topics shall be included as a standing agenda item.
The Audit Committee shall receive semi-annual updates from the SC and shall provide the
SC with feedback, particularly in relation to regulatory risks and the impact on key audit
matters.
Compliant.
Describe
management’s
role in assessing
and managing
climate-related
risks and
opportunities
The Group CFO supported by the Group Sustainability Reporting Director shall conduct a
comprehensive operational risk review, engaging with the head of larger business units and
shared service functions to identify current and emerging risks, including environmental
and climate-related concerns. This consultation process shall lead to an improvement in the
risk register and the risks and opportunities listed in this report on pages 52 to 56.
Monitoring and Reporting: Management monitors the effectiveness of its climate-
related strategies and initiatives and reports regularly to the Board, investors, and
other stakeholders on progress, performance, and outcomes. This includes tracking key
performance indicators (“KPIs”), targets, milestones, and metrics related to climate change
mitigation, adaptation, and sustainability.
EESG criteria shall also be formally incorporated by the corporate strategy and development
department when assessing expansion and / or acquisition opportunities, among other
strategic considerations.
No headcount is currently dedicated to monitor climate and EESG related issues, although
the Group intends to upskill existing employees within the investor relations and financial
reporting departments.
Partially compliant.
Management structure
for monitoring climate-
related issues under
development.
PLANET: ENVIRONMENTAL STEWARDSHIP
Asia Strategic Holdings Limited | Sustainability Report | Planet: environmental stewardship
THEME SUMMARY OF PROGRESS
TCFD DISCLOSURE
AND COMPLIANCE
STATUS AS OF 30
SEPTEMBER 2025
STRATEGY
Describe the climate-
related risks and
opportunities the
organisation has
identified over the
short, medium, and
long term
The actual and potential impacts on the business from climate change are listed on
page 52 under “Climate-Related Opportunities” and pages 52 to 56 under “Climate-
Related Risks”.
The Company has defined short term as being between zero and three years from the
balance sheet date, medium term as being within three and five years, and long term
as being more than five years.
Compliant.
Describe the impact of
climate-related risks
and opportunities
on the organisation’s
businesses, strategy,
and financial planning
The actual and potential impact on the business from climate change is listed on
page 52 under “Climate-Related Opportunities” and pages 52 to 56 under “Climate-
Related Risks”. Management has undertaken an analysis of the transition and physical
risks that could impact the Group’s business and conducted scenario analysis when
relevant.
The Group considers the existing and emerging regulatory requirements where the
Group’s operations are located. Currently, regulations in the countries where the
Group operates are limited, and the impact to the Group is estimated to be minimal.
However, the determination of material financial impact involves a comprehensive
consideration of various factors, including the application of specific scenarios and
timeframes.
These findings are presented and discussed with the SC and the Board. Management
assessments over the short, medium, and long term focus on chronic changes, such as
rising temperatures and precipitation, acute risks, like extreme weather events, and
regulatory and technological challenges.
Compliant.
Describe the resilience
of the organisation’s
strategy, taking into
consideration different
climate-related
scenarios, including a
2°C or lower scenario
We have undertaken climate scenario analysis of the transition and physical risks
and opportunities that could impact our business. The findings were presented to
and discussed within the SC and the Board. This is listed on page 52 under “Climate-
Related Opportunities” and pages 52 to 56 under “Climate-Related Risks”.
However, we are still in progress of evaluating the resilience of our strategy under a
2°C or lower scenario.
Non-compliant.
Timeline extended
two years for full
compliance.
PLANET: ENVIRONMENTAL STEWARDSHIP
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SUSTAINABILITY REPORT SUSTAINABILITY REPORT
THEME SUMMARY OF PROGRESS
TCFD DISCLOSURE
AND COMPLIANCE
STATUS AS OF 30
SEPTEMBER 2025
RISK MANAGEMENT
Describe the
organisation’s
processes for
identifying and
assessing climate-
related risks
Climate-related risks are identified and assessed using a bottom-up review process.
Senior management determines the potential risks that could affect their areas of
responsibility, including physical, transitional, and reputational risks, as well as the
likelihood and size of an impact.
This information is used to create the Group’s primary risk register and capture
principal risks, which are subsequently considered by the Board and the Audit
Committee.
Compliant
Describe the
organisation’s
processes for
managing climate-
related risks
The Group established an Enterprise Risk Management (“ERM”) framework that
integrates financial and climate-related risk management. This framework ensures that
climate-related risks are systematically identified alongside operational risks through a
comprehensive risk identification process. For each identified risk, the Group assigns a
risk appetite and risk tolerance, which serve as guiding principles in strategic planning,
business processes, and key decision-making for resource allocations. These risks
are regularly monitored and reported as part of the Group’s overall risk reporting
framework. This includes tracking key risk indicators and assessing the effectiveness
of mitigating measures and opportunities and managing these risks is recognized as
a critical focal point for the future. The Group is committed to developing strategies
that align with its sustainability goals and regulatory obligations. Clearly defined roles
and responsibilities will be established for environmental management to ensure
accountability and effectiveness in addressing climate-related challenges.
Non-compliant.
Plans to develop
policies for managing
climate-related risks
and opportunities
in the next phase
of our climate
implementation
roadmap.
Describe how
processes for
identifying, assessing
and managing climate-
related risks are
integrated into the
organisation’s overall
risk management
Mitigation strategies to manage the financial impact of risks that also align with the
commitment to environmental stewardship are currently under development by the
Board and the SC.
Management intends to fully integrate the process of identifying, assessing, and
managing climate-related risks into our existing risk assessment frameworks, which
would allow us to manage our risks efficiently and effectively as an enterprise.
The Group acknowledges that integrating climate-related risks into the overall risk
management process is an ongoing effort that will require continuous monitoring,
adaptation, and collaboration.
Non-compliant.
Plans to develop
policies for managing
climate-related risks
and opportunities
in the next phase
of our climate
implementation
roadmap.
METRICS AND TARGETS
Disclose the
metrics used by the
organisation to assess
climate-related risks
and opportunities in
line with its strategy
and risk management
process
The SC, in discussion with senior managers across the different business units and
shared service functions, has identified certain metrics that will guide the Group in
assessing climate-related risks. These metrics encompass measurements related to
water, energy, land use, waste, and emissions, and where available, they refer to and
align with the Global Reporting Initiative Standards used for our other metrics.
Further work is required over the phased approach to ensure that reported metrics
are refined and relevant to our business operations and consistently applied, thus
promoting a standardised approach to assessing climate-related risks and enhancing
comparability.
Partially compliant.
Timeline extended
two years for full
compliance.
Disclose Scope 1,
Scope 2, and, if
appropriate, Scope
3 greenhouse gas
(“GHG”) emissions and
the related risks
The Group has disclosed our Scope 1 and Scope 2 emissions in tables below on
“Energy Consumption and GHG Emissions”. Currently, the Group has computed and
disclosed emissions based for all its business units.
We presently do not disclose our Scope 3 emissions, which encompasses other
indirect emissions from purchased materials and fuels not owned or controlled by the
Group. This stems from the need for additional clarity on which emissions are relevant
to the Company and the practical means of obtaining such data, which is particularly
difficult in the emerging markets in which the Group operates.
Partially compliant.
Extended completion
for Scope 3 emissions
to be tracked and
reported within the
next two years.
PLANET: ENVIRONMENTAL STEWARDSHIP
Asia Strategic Holdings Limited | Sustainability Report | Planet: environmental stewardship
THEME SUMMARY OF PROGRESS
TCFD DISCLOSURE
AND COMPLIANCE
STATUS AS OF 30
SEPTEMBER 2025
METRICS AND TARGETS
Describe the
targets used by
the organisation to
manage climate-
related risks and
opportunities and
performance against
targets
To establish performance targets for climate-related risks and opportunities, we plan
to undertake the following steps:
1. Management has mapped, calculated, and reported the Group’s emissions
footprint. Using this baseline, management will then formulate targets and
pathways for reducing emissions.
2. In the next two years, management will evaluate and implement energy efficient
improvements progressively to minimise the Group’s emissions footprint.
3. Further analysis will be conducted to assess and monitor Scope 1 and Scope 2
emissions to set achievable targets.
4. Gradually, the Group will report the relevant metrics and monitor the progress
against the relevant targets.
Non-compliant.
Timeline extended
two years for full
compliance.
ADDRESSING CLIMATE-RELATED RISKS
At Asia Strategic, we acknowledge the profound impact of climate-related risks on our operations, assets, and long-term growth. Our
strategic approach to managing these risks is designed to be both comprehensive and adaptive, ensuring alignment with the Group’s
broader business and sustainability goals.
TIME HORIZONS FOR RISK ASSESSMENT
We categorise climate-related risks into three time frames to tailor our response strategies:
◼ Short-Term (0–3 years): Immediate actions to address operational vulnerabilities.
◼ Medium-Term (3–5 years): Strategic adjustments to mitigate emerging risks.
◼ Long-Term (5+ years): Long-term investments and frameworks to enhance resilience and sustainability.
KEY INITIATIVES
To navigate these risks effectively, we focus on:
◼ Energy Monitoring: Tracking energy usage across operations in Vietnam (“VN”) and Myanmar (“MM”) to optimise consumption.
◼ Digital Transformation: Reducing paper usage through digital contracts and online educational products.
◼ Energy Efficiency: Implementing energy-saving practices and collaborating with local authorities on resource optimisation.
This approach not only ensures agility in the short term but also supports strategic planning to mitigate longer-term risks, contributing to
the economic sustainability of our business.
SCENARIO ANALYSIS AND RISK MITIGATION
Our climate risk assessments include scenario analyses, focusing on:
◼ Chronic Risks: Rising temperatures, sea levels, and changing precipitation patterns, which could impact operations, health, and safety.
◼ Acute Risks: Severe weather events, such as cyclones and floods, posing immediate threats to assets and continuity.
◼ Regulatory and Technological Challenges: Evolving compliance requirements and technological shifts that may necessitate significant
investments.
The findings are presented to the Sustainability Committee and Board for review and integration into governance frameworks.
PLANET: ENVIRONMENTAL STEWARDSHIP
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SUSTAINABILITY REPORT SUSTAINABILITY REPORT
FUTURE ACTIONS
Our strategy involves:
◼ Strengthening our risk management framework to incorporate climate considerations at all operational levels.
◼ Developing contingency plans and adaptive measures to address identified risks.
◼ Pursuing energy-efficient solutions and renewable energy collaborations to mitigate environmental impacts.
TYPE OF
OPPORTUNITY
AND TIMEFRAME POTENTIAL IMPACTS OPPORTUNITIES MANAGEMENT APPROACH
Physical − Chronic
Rising mean
temperatures and
sea level
◼ Emergence of a new set of risks
for organisations operating in
Vietnam and Myanmar
◼ Need to enhance skills and
capabilities to build a mobile
global workforce
◼ Need to develop specific skills
linked to the assessment and
management of environmental
risks
◼ Reduced footprint through
new developing practices that
contribute to mitigate the impact
of climate change
◼ Attract customers with strong
preference for contracting with
vendors applying sustainable
practices
◼ Shift delivery of educational
products online or hybrid
◼ Price increases with customers to
mitigate higher operating costs
◼ Use of remote surveillance
technology enhancing manpower
◼ Ongoing consultation with B2B
customers to develop a deeper
understanding of the risks they
face and how to mitigate them
◼ Development and / or
sourcing of educational and
training products addressing
sustainability issues
TYPE OF RISK
NAME AND SCOPE
OF RISK
(BY GEOGRAPHY)
TIME-
FRAME POTENTIAL IMPACTS
RISK MANAGEMENT AND
MITIGATION
Physical Chronic Rising Sea Level
VN, MM, Singapore
(“SG”)
Schools − increase
in cost of operations
Security − health and
safety hazard risk to
security officers
Long-term ◼ Increase in cost of operations and
insurance
◼ Decrease in value of assets
◼ Affected mobility for students
and staff
◼ Absenteeism, health, and safety
issues
◼ Additional costs to implement
preventive measures
◼ Rise in operating costs for
security business to protect the
safety of customers
◼ Proactive assessment of risks
and development of mitigation
strategies / contingency plans for
the Group and its customers
◼ Ability to shift the delivery of
educational products online
within 24 hours
◼ Ongoing optimisation and
reduction of the physical
footprint of each school,
together with a nationwide
diversification strategy
◼ Negotiated price increases with
customers to mitigate higher
operating costs
PLANET: ENVIRONMENTAL STEWARDSHIP
Asia Strategic Holdings Limited | Sustainability Report | Planet: environmental stewardship
TYPE OF RISK
NAME AND SCOPE
OF RISK
(BY GEOGRAPHY)
TIME-
FRAME POTENTIAL IMPACTS
RISK MANAGEMENT AND
MITIGATION
Physical Chronic Rising Mean
Temperatures
VN, MM, SG
(Scenario applied: 4
deg. Celsius)
Schools − conducted
in-centre and online.
More energy may be
required
Security − health and
safety hazard risk to
security officers
Medium-
term
◼ Increase in facility
management costs due to
higher usage of electricity and
water for air conditioning
◼ Reduction in asset utilisation
and possibly enrolments as
students are unable to attend
classes (absenteeism, health,
and safety)
◼ Additional protection required
for security officers and
possible difficulties to attract
staff
◼ Closely monitor the consumption
of electricity and usage of water
and gradually equip appliances
with energy saving solutions
◼ Leverage the online delivery
capabilities of the Group’s schools
◼ Gradually optimise the size of
schools and facilities operated by
the Group
◼ Continuously monitor and enhance
the health and wellness solutions
provided to the Group’s employees
◼ Introduce advanced monitoring
technologies (e.g. AI-powered
CCTVs, security robots) and robots
for facility management to enhance
our staff productivity
Physical Acute Increased severity
of extreme weather
events such as
cyclones or floods
VN, MM
Schools − increase in
cost of operations and
assets
Security − health and
safety hazard risk to
security officers
Medium-
term
◼ Disruption in operations and
increase in cost of doing
business
◼ Damage to the Group’s
property/ assets
◼ Potential loss of clients in
the long-term as they decide
to relocate their productive
assets
◼ Proactive assessment of risks
and development of mitigation
strategies / contingency plans for
the Group and its customers
◼ Development of emergency
solutions to mitigate the short-
term impact of catastrophic events
◼ Ongoing support to staff and local
communities as demonstrated
during the cyclone Mocha in FY23
and the earthquake in FY25
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SUSTAINABILITY REPORT SUSTAINABILITY REPORT
TYPE OF RISK
NAME AND SCOPE OF
RISK
(BY GEOGRAPHY)
TIME-
FRAME POTENTIAL IMPACTS
RISK MANAGEMENT AND
MITIGATION
Transition Policy and
Legal
Increased pricing of
GHG emissions
VN, SG
(Scenario applied: 2
deg. Celsius
Long-
term
◼ Increase in cost of operations
◼ Increase in compliance costs
◼ Difficulties to source equipment
for compliance and to reduce
emissions
◼ Leverage the online delivery
capabilities of the Group’s
schools
◼ Gradually optimize the size
of the schools and facilities
operated by the Group
◼ Closely monitor the
consumption of electricity
and usage of water and
gradually equip appliances
with energy saving solutions
Transition Policy and
Legal
Enhanced emission −
reporting obligations
VN, SG
(Scenario applied: 2
deg. Celsius
Long-
term
◼ Increase in cost of operations
◼ Increase in compliance costs
◼ Affect Group’s growth rate
◼ Develop monitoring and
reporting policies and
procedures
Transition Policy and
Legal
Mandates on
regulation of existing
products and services
VN, SG
(Scenario applied: 2
deg. Celsius)
Long-
term
◼ Difficulties to source equipment
for compliance and reduce
emissions
◼ Source key equipment
locally, when possible
◼ Conduct extensive trainings
for all our employees
Transition Technology Substitution of existing
products and services
with lower emission
options
VN, MM, SG
Technological risks
exist as competitors
may have an advantage
if they use more
advanced technology or
alternative products
Medium-
term
◼ Unplanned capital expenditures
◼ Difficulties to comply with the
required standards due to supply
chain disruptions
◼ Difficulties to access renewable
energy sources, particularly in
Myanmar
◼ Gradual replacement of
petrol / diesel vehicles with
electric vehicles
◼ Optimisation of the supply
chain
◼ Reduced usage of
consumables
◼ Increased usage of online /
digital resources
◼ Replace use of security
patrol vehicles through
advance remote surveillance
technology (e.g. AI-powered
CCTVs)
Costs to transition
to lower emission
technology
VN, MM
Technological risk exist
as competitors may
have an advantage
if they use more
advanced technology or
alternative products
◼ Introduction of sustainability
criteria into the location
selection process for Group
offices and schools
PLANET: ENVIRONMENTAL STEWARDSHIP
Asia Strategic Holdings Limited | Sustainability Report | Planet: environmental stewardship
TYPE OF RISK
NAME AND SCOPE
OF RISK
(BY GEOGRAPHY)
TIME-
FRAME POTENTIAL IMPACTS
RISK MANAGEMENT AND
MITIGATION
Transition Market Changing consumer
behaviour
VN, MM
Short
term for
security
business
Medium-
term for
others
◼ Potentially reduced consumption
from local customers due to
lower discretionary income
◼ Inability to meet higher
expectations from international
organisations, while remaining
competitive in the markets
where access to viable, clean,
and eco-friendly alternatives is
limited
◼ Increased consumer interest in
upfront investment in products
as local currency weakens
◼ Increase in costs related to
training security officers, changes
in ISO compliance, re-skilling,
and re-tooling
◼ Ongoing engagement with
customers through surveys,
among other tools
◼ Gradual price increases testing
price elasticity
◼ Privileged access to high
quality trainings
Increased cost of raw
materials
VN, MM, SG
Short-
term
◼ Difficulties to source proper
equipment due to lack of
vendors and local capabilities
◼ Increase in prices of traditional
energy sources due to an
accelerated transition to clean
energy
◼ Planned reduction of
consumables
◼ Transition to modular energy
sources, such as solar
Transition Market Uncertainty in market
signals
MM
Medium-
term
◼ Substantial migration of skilled
labour
◼ Inability to impose long-term
agreements
◼ Frequent regulatory changes and
additional requirements
◼ Increased reputational concerns
by key customers
◼ Ensure workforce is trained
to adhere to ISO Quality
standards
◼ Foreign talent orchestrated
training to upskill workforce
◼ Basic training to all employees
◼ Appoint a quality control
manager
◼ Establish a learning and
development department to
ensure sufficient competencies
for relevant departments and
monitor training statuses
PLANET: ENVIRONMENTAL STEWARDSHIP
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SUSTAINABILITY REPORT SUSTAINABILITY REPORT
TYPE OF RISK
NAME AND SCOPE
OF RISK
(BY GEOGRAPHY)
TIME-
FRAME POTENTIAL IMPACTS
RISK MANAGEMENT AND
MITIGATION
Transition Reputation Shifts in consumer
preferences
MM, SG
Short to
medium
term
◼ Relocation of certain customers
to jurisdictions that better meet
their needs with regards to
operational sustainability and
overall compliance
◼ Excessive price increase
◼ Lack of clean grid electricity
◼ Ongoing multilateral
engagement with several public
and private organisations
including chambers of
commerce, among others
◼ Implementation of EESG criteria
to drive the expansion and / or
development of existing and
new business
◼ Regular customer feedback and
engagement
◼ Increased support from
international organisations to
tackle climate risks
◼ Regular feedback from across
our Group and external
shareholders
Stigmatisation of
sector
VN, MM
Long-term ◼ Increased cost of capital as banks
limit financing to certain sectors
and / or companies
◼ High usage of diesel and power,
primarily caused by lack of
alternatives available in the
market creates misperception
by overseas customers /
stakeholders
◼ Difficulties in meeting
environmental compliance/
expectations of financier and
private equity
Increased stakeholder
concern or negative
stakeholder feedback
SG, VN, MM
Short-
term for
Security
business
Medium-
term for
others
◼ Difficulties to secure capital to
finance the Group’s growth
◼ Difficulties to meet more
stringent regulatory
requirements
PLANET: ENVIRONMENTAL STEWARDSHIP
Asia Strategic Holdings Limited | Sustainability Report | Planet: environmental stewardship
CLIMATE-RELATED RISKS ENVIRONMENT REPORTING
Our Approach
Asia Strategic addresses environmental sustainability through innovation and responsible business practices. Key elements include:
◼ Carbon Footprint Tracking: Scope 1 and Scope 2 emissions are monitored for all operations, while Scope 3 tracking is planned in the
upcoming years.
◼ Energy Efficiency: Advanced software and QR-based tools track facility maintenance and optimise energy consumption.
◼ Paperless Culture: Prioritise digital documents, limit printing, and use technology-driven methods for curriculum, teaching, library, and
learning activities.
Our Performance
Scope 1 Emissions:
◼ Derived from diesel generators (backup for power outages in Myanmar) and vehicle fuel consumption by EXERA. Power generators
as backup in Myanmar for various schools and offices to avoid business disruption due to nationwide intermittent power outages.
Meanwhile for mobile combustion, EXERA transportation and patrol vehicles consume petrol and diesel.
◼ FY25: Scope 1 emissions totaled 4,425 tCO₂ , a slight increase from 4,346 tCO₂ in FY24. This trend is a direct result of an expanded
operational footprint in Myanmar and a heightened reliance on diesel-powered backup generation to maintain operations during
persistent power grid instability.
◼ Fugitive emissions from refrigerants are found in our schools and offices in both our Vietnam and Myanmar operations.
Scope 2 Emissions:
◼ From electricity consumption from the national grids across schools and offices, sourced from coal in Vietnam and hydroelectric in
Myanmar.
◼ FY25: 596 tCO₂ (FY24: 671 tCO₂), decreased due to closure of two schools in Vietnam.
Energy Intensity:
◼ Reflecting our expansion in Myanmar, energy intensity reached 0.14 kWh per dollar of revenue, up from FY24 of 0.11.
Energy Consumption
[TCFD, GRI 302-1]
FY25 FY24
By Business Segment Vietnam Myanmar Total Vietnam Myanmar Total
Scope 1: Fuel Consumption from Non - Renewable Sources (Diesel in Litres)
Vehicles − Services
1
− 69,836 69,836 − 65,893 65,893
Generators for schools & offices − 182,522 182,522 − 102,038 102,038
- Education − 169,086 169,086 − 86,970 86,970
- Services − 13,436 13,436 − 15,068 15,068
Fugitive emissions for schools & offices 1,013 2,736 3,749 1,450 2,446 3,896
Scope 2: Electricity Consumption from Grid (kWh)
Hydroelectric − 949,335 949,335 − 795,025 795,025
- Education − 594,000 594,000 − 599,289 599,289
- Services − 204,392 204,392 − 107,514 107,514
- Corporate office − 150,943 150,943 − 88,222 88,222
Coal 698,976 − 698,976 795,020 − 795,020
- Education 554,936 − 554,936 670,034 − 670,034
- Corporate office 144,040 − 144,040 124,986 − 124,986
PLANET: ENVIRONMENTAL STEWARDSHIP
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SUSTAINABILITY REPORT SUSTAINABILITY REPORT
GHG Emissions (TCFD, GRI 305-1, GRI 305-2)
FY25 FY24
By Business Segment Vietnam Myanmar Total Vietnam Myanmar Total
Scope 1: Fuel Consumption from Non-Renewable Sources (CO₂ Emissions tCO₂)
Diesel for Vehicles − Services − 187 187 − 177 177
Diesel Generators for schools & offices − 489 489 − 273 273
- Education − 453 453 − 233 233
- Services − 36 36 − 40 40
Fugitive Emissions (in tonnes) 1,013 2,736 3,749 1,450 2,446 3,896
Total scope 1 Emissions 1,013 3,412 4,425 1,450 2,896 4,346
Scope 2: Electricity Consumption from Grid (tCO₂)
3
Hydroelectric − 23 23 − 19 19
- Education − 14 14 − 14 14
- Services − 5 5 − 3 3
- Corporate office − 4 4 − 2 2
Coal 573 − 573 652 − 652
- Education 455 − 455 549 − 549
- Corporate office 118 − 118 103 − 103
Total scope 2 Emissions 573 23 596 652 19 671
1
Fuel usage is from mobile combustion (i.e., vehicles that are owned or leased by EXERA). The total fuel usage comes from vehicles owned or leased by EXERA’s operations in
Myanmar. Vietnam operations do not include company-owned or leased vehicles. Diesel emissions are calculated using an emission factor (EF) of 2.68 kg CO₂ per litre as per GHG
Protocol guidelines.
2
While coal-based electricity generation is associated with higher greenhouse gas emissions, with the EF being 0.82 kg CO₂/kWh, hydroelectric power has a lower EF of 0.024 kg
CO₂/kWh.
PLANET: ENVIRONMENTAL STEWARDSHIP
Asia Strategic Holdings Limited | Sustainability Report | Planet: environmental stewardship
Energy Consumption and Intensity
We are aware that monitoring and managing our energy consumption is of key concern for the Group and its stakeholders. One key
initiative is working to improve operational efficiency and resource management by increasing the student-to-facility ratio and right-sizing
facilities for optimal use. Our energy usage derives from total fuel usage and purchased electricity consumed within the organisation, and
no form of energy is sold.
Our energy consumption is monitored using the energy intensity metric, which stands at 0.14 kWh per $ revenue (FY24: 0.11), and this
measurement is integral to the targets we will set for future energy use.
Energy Consumption within the Organisation
Energy Intensity
[GRI 305-4]
FY25 FY24
Total Energy Consumption (kWh) 4,348,542 3,386,910
Revenue ($) 32,102,067 29,674,015
Energy Intensity (kWh per $) 0.14 0.11
FY25 FY24
Total Scope 2 Emissions (tonnes CO₂) 596 671
Total GHG intensity (metric tonnes CO₂ / revenue $’000) 0.019 0.023
Key Sustainability Initiatives
◼ Renewable Energy Partnerships: Partnering with malls in Vietnam powered by renewable sources.
◼ Digitalisation: Transitioning to online education delivery and digital contracts.
◼ Facility Management: Preventive maintenance to optimise equipment efficiency and reduce energy use.
Targets and Future Goals
◼ Short-Term: Include all business units in Scope 1 and 2 emissions reporting.
◼ Medium-Term: Implement science-based emission reduction targets for Scope 1 and 2.
◼ Long-Term: Develop a comprehensive carbon reduction roadmap, gradually incorporating Scope 3 emissions.
PLANET: ENVIRONMENTAL STEWARDSHIP
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SUSTAINABILITY REPORT SUSTAINABILITY REPORT
PURPOSE: PERFORMANCE AND GOVERNANCE
PURPOSE: PERFORMANCE AND GOVERNANCE (GRI 3-3)
ECONOMIC PERFORMANCE (GRI 201-1)
Our Approach
Asia Strategic is committed to fostering economic development and upward social mobility for communities in Emerging Asia. By creating
long-term investment opportunities, we aim to drive sustainable growth while delivering value to our shareholders and stakeholders.
◼ Core Focus: Our operations are centred on Education and Services, which provide high-quality offerings and empower local
communities.
◼ Geographic Diversification: By expanding from Myanmar into Vietnam, we have reduced single-country exposure and mitigated
economic risks.
Our Performance
Despite challenges in Myanmar’s political and economic landscape, the Group demonstrated resilience and adaptability. Key highlights for
FY25 include:
◼ Revenue Growth: Increased by $2.4 million to $32.1 million due to growth of new franchises and sustained demand for quality
Education in Myanmar in particular the coding school and Yangon American International school.
◼ Student Base: Expanded to 10,400 (FY24: 9,300), reflecting improved utilisation of education facilities.
◼ Economic Value Distributed: Total distribution reached $38.4 million (FY24: $36.0 million), covering:
• Material and Service Costs: $4.7 million.
• Employee Wages and Benefits: $17.8 million.
• Administrative Costs: $14.5 million.
• Capital Providers: $1.5 million.
Economic Value Breakdown (FY25):
ECONOMIC PERFORMANCE ($’000) FY25 FY24 NOTES
Direct Economic Value Generated 32,102 29,674 Revenue and other income, net
Economic Value Distributed 38,436 36,083 −
Material and Service Cost 4,673 5,017 Cost of services excluding employee compensation
Administrative and other operating expenses 14,532 12,518 Administrative and other operating costs excluding
employee compensation
Employee wages and benefits 17,818 16,961 Wages, salaries, and benefits classified under cost of
services and administrative expenses (incl. non-cash)
Government (80) 246 Income tax expense
Capital providers 1,493 1,341 Includes interest expense on borrowings, interest
expense on lease liabilities and other finance costs.
Total Economic Value Retained (6,334) (6,409)
Our Targets
To sustain and improve our economic performance, Asia Strategic aims to achieve specific objectives across multiple time horizons.
Short-Term:
◼ Enhance profitability through operational excellence in both Education and Services segments.
◼ Expand the student base further while maintaining high-quality standards.
◼ Expanding the range of diploma and degree programs for Auston through partnerships with internationally recognized universities.
By collaborating with global institutions, Asia Strategic can offer students access to a broader array of qualifications and academic
opportunities.
Asia Strategic Holdings Limited | Sustainability Report | Purpose: performance and governance
PURPOSE: PERFORMANCE AND GOVERNANCE
Medium-Term:
◼ Deepen geographic diversification to minimise risk and drive
stability.
◼ Strengthen partnerships with leading educational franchises.
Long-Term:
◼ Achieve a balance between growth and economic value
distribution, ensuring long-term stakeholder returns.
ETHICAL BUSINESS
Our Approach
Asia Strategic upholds the highest standards of ethical conduct,
ensuring compliance with all applicable laws, regulations, and
corporate governance frameworks. By fostering a culture of
integrity and transparency, we build lasting trust with stakeholders,
including shareholders, employees, clients, and the communities we
serve.
◼ Commitment to Best Practices: Policies on anti-corruption, share
dealing, whistleblowing, and social media form the foundation of
our ethical business practices.
◼ Continuous Improvement: Governance policies are regularly
reviewed and enhanced to align with our growing size, stature,
and stakeholder expectations.
◼ Core Principles: Transparency, fairness, and accountability guide
decision-making and operations.
Our Performance
Policy Frameworks:
◼ Policies are distributed across the organisation and made
accessible to all employees, contractors, suppliers, and business
partners.
◼ Specific guidelines address compliance with anti-corruption and
anti-bribery standards to mitigate risks and maintain operational
integrity.
Governance Mechanisms:
◼ Internal control systems are reviewed periodically, encompassing
financial, operational, and compliance controls, along with risk
management practices.
◼ Management supports the Board in monitoring the application
of ethical standards across all business activities.
Adherence to Regulations:
◼ Compliance with local and international regulations, including
corporate disclosures, ensures transparency and adherence to
legal obligations.
◼ Regular ethics training strengthens employee understanding of
governance frameworks and their role in maintaining ethical
practices.
Impact and Benefits
◼ Stakeholder Trust: Building confidence in operations through
demonstrated integrity and ethical conduct.
◼ Resilience: Strong governance frameworks enable the Group to
navigate complex regulatory environments effectively.
◼ Reputation: Reinforcing a reputation for fairness and
transparency enhances partnerships and attracts long-term
investments.
Our Targets
Asia Strategic remains committed to advancing ethical business
practices:
Short-Term:
◼ Increase the frequency of ethics training programmes, ensuring
100% employee participation.
◼ Conduct annual reviews of corporate governance policies to
address emerging risks.
Medium-Term:
◼ Implement advanced reporting mechanisms for compliance
monitoring.
◼ Strengthen collaboration with external stakeholders to align
governance practices with global standards.
Long-Term:
◼ Maintain zero significant fines and penalties through proactive
compliance measures.
◼ Foster a culture of integrity across all operations, ensuring
sustained organisational success.
ANTI-CORRUPTION POLICY AND PRACTICES (GRI 205-2)
Our Approach
Asia Strategic enforces a zero-tolerance policy towards corruption,
fraud, bribery, and improper share dealings, underpinned by a
robust governance framework. By embedding ethical practices
across all operations, we ensure transparency and maintain the
trust of our stakeholders.
Key Principles:
◼ Integrity: All employees, contractors, suppliers, and business
partners are held accountable for upholding ethical standards.
◼ Preventative Measures: Enhanced due diligence checks cover
sanctions, anti-money laundering, and politically exposed
persons to identify and mitigate risks.
◼ Policy Accessibility: Anti-corruption and anti-bribery policies
are communicated across the organisation and made readily
accessible to all relevant parties.
Asia Strategic Holdings Limited | Sustainability Report | Purpose: performance and governance
6362
SUSTAINABILITY REPORT SUSTAINABILITY REPORT
Our Performance
Policy Enforcement:
◼ No financial or in-kind political contributions are permitted,
directly or indirectly, to prevent undue influence on decision-
making processes.
◼ Continuous monitoring of business practices ensures compliance
with local and international regulations.
Governance Oversight:
◼ The management team assists the Board in applying and
monitoring anti-corruption policies.
◼ Regular reviews are conducted to identify potential risks and
areas for improvement.
Training and Awareness:
◼ All employees undergo training to understand anti-corruption
policies and their roles in maintaining compliance.
◼ A culture of accountability is reinforced through ongoing
communication and awareness initiatives.
Impact and Outcomes
◼ Improved Due Diligence: Comprehensive checks enhance the
organisation’s ability to identify and address potential risks.
◼ Stakeholder Confidence: Transparent anti-corruption practices
reinforce trust with investors, clients, and partners.
◼ Reputation for Integrity: Ethical business operations position
Asia Strategic as a trusted partner in the markets we serve.
Our Targets
Asia Strategic aims to strengthen its anti-corruption measures to
address evolving challenges.
Short-Term:
◼ Conduct regular risk assessments across all operations to identify
vulnerabilities.
◼ Enhance the scope and delivery of anti-corruption training to
include scenario-based learning.
Medium-Term:
◼ Develop advanced tools for monitoring and detecting suspicious
activities.
◼ Establish formal partnerships with external auditors and
compliance bodies to validate anti-corruption efforts.
Long-Term:
◼ Achieve zero incidents of corruption and bribery through
proactive governance measures.
◼ Maintain alignment with global standards to support sustainable
and ethical growth.
HUMAN RIGHTS
Our Approach
Asia Strategic recognises its corporate responsibility to respect and
uphold human rights in all its operations. Guided by international
frameworks, we integrate high standards of values, professionalism,
and integrity into our business practices to ensure the safety,
dignity, and well-being of our employees, contractors, and the
communities we serve.
Guiding Principles:
◼ Global Standards: Alignment with the United Nations
Declaration of Human Rights, the European Convention on
Human Rights, and the International Labour Organization’s
Declaration on Fundamental Principles and Rights at Work.
◼ Zero Tolerance: Prohibition of sexual exploitation, abuse, and
gender-based violence across all operations.
◼ Voluntary Principles: Adoption of the Voluntary Principles on
Security and Human Rights to minimise operational impacts on
local communities.
Our Performance
Respect for Human Rights:
◼ All employees and contractors are expected to operate with
respect for local environments and communities, regardless of
personal or religious beliefs.
◼ The Group maintains strict internal reporting mechanisms
to address any potential abuse of authority or human rights
violations.
Training and Guidance:
◼ Employees are educated on human rights risks and mitigation
strategies.
◼ The Group shares experiences and best practices with partners
and contractors to align efforts in minimising reputational and
operational risks.
Security Operations:
◼ EXERA operates in compliance with the International Code of
Conduct for Private Security Providers.
◼ Certification from the International Code of Conduct Association
underscores adherence to international human rights and
humanitarian law.
Impact and Outcomes
◼ Certification: EXERA’s ICoCA certification demonstrates the
Group’s commitment to accountability and transparency in
security operations.
◼ Enhanced Governance: Internal mechanisms and external
collaborations have strengthened compliance and reduced
human rights risks.
◼ Community Trust: Proactive measures and transparent reporting
foster trust with local communities and stakeholders.
PURPOSE: PERFORMANCE AND GOVERNANCE
Asia Strategic Holdings Limited | Sustainability Report | Purpose: performance and governance
Our Targets
Asia Strategic aims to build on its human rights commitments
through targeted actions:
Short-Term:
◼ Conduct periodic training sessions for employees and contractors
on human rights principles.
◼ Strengthen internal reporting frameworks to ensure timely
resolution of issues.
Medium-Term:
◼ Collaborate with external stakeholders to address systemic
human rights challenges.
◼ Expand the scope of human rights policies to align with evolving
international best practices.
Long-Term:
◼ Maintain zero reported incidents of human rights violations
across all operations.
◼ Foster a culture where human rights are integral to every aspect
of the organisation’s operations.
WHISTLEBLOWING
Our Approach
Asia Strategic’s whistleblowing policy ensures that all employees,
contractors, and stakeholders have access to a secure and
confidential platform for reporting misconduct or unethical
behaviour. By fostering a culture of openness and accountability,
the Group encourages the proactive identification and resolution of
issues to maintain the integrity of its operations.
Key Features:
◼ Policy Coverage: Applies to employees at all levels, former
employees, agency workers, contractors, and senior
management, including directors.
◼ Scope of Concerns: Encourages the reporting of concerns about:
• Fraud or corruption.
• Malpractice, including financial irregularities or dishonesty.
• Criminal offences.
• Health and safety dangers.
• Environmental hazards.
• Ethical misconduct or violations of legal obligations.
Our Performance
Reporting Framework:
◼ Reports can be made to the Chief Executive Officer or directly
to the Chairman of the Audit Committee, if confidentiality is
required.
◼ Concerns can be raised verbally or in writing, with follow-up
meetings held to discuss details.
Protection for Whistleblowers:
◼ Confidentiality is guaranteed, and whistleblowers are
safeguarded against victimisation or retaliation.
◼ Procedures are in place to ensure that allegations are addressed
fairly, independently, and without bias.
Examples of Matters to Raise:
◼ Fraud and Bribery: Misappropriation of company funds or
offering bribes to secure contracts.
◼ Health and Safety Risks: Failure to comply with workplace safety
standards that endanger employees or the public.
◼ Environmental Concerns: Improper disposal of hazardous
materials or practices that harm local ecosystems.
◼ Unethical Behaviour: Harassment, discrimination, or abuse of
authority within the organisation.
Impact and Outcomes
◼ Operational Gains: Proactive issue resolution has strengthened
governance frameworks and reduced risk exposure.
◼ Enhanced Accountability: Transparent handling of reports
reinforces the Group’s commitment to ethical operations.
◼ Stakeholder Confidence: A robust whistleblowing policy fosters
trust and engagement with employees and partners.
Our Targets
Short-Term:
◼ Expand training programmes to educate employees on
whistleblowing mechanisms and examples of reportable
concerns.
◼ Develop clear metrics for tracking whistleblower cases and
ensuring timely resolution.
Medium-Term:
◼ Implement anonymous reporting systems for enhanced
whistleblower protection.
◼ Establish partnerships with independent ethics advisory bodies
to strengthen investigative frameworks.
Long-Term:
◼ Cultivate a culture where employees feel empowered to raise
concerns without fear of reprisal.
◼ Ensure 100% compliance with whistleblowing policies across all
operations.
PURPOSE: PERFORMANCE AND GOVERNANCE
Asia Strategic Holdings Limited | Sustainability Report | Purpose: performance and governance
Asia Strategic Holdings Limited | Sustainability Report | AppendicesAsia Strategic Holdings Limited | Sustainability Report | Appendices 6564
Total Number of Employees by Gender (excluding SOs and facility management personnel) (GRI 405-1)
By Gender FY25 FY24
Personnel
Board &
Management Executive Total
Board &
Management Executive Total
Male 16 264 280 18 271 289
Female 20 548 568 21 579 600
Total 36 812 848 39 850 889
Total Number of SOs and Facility Management personnel by Gender (GRI 405-1)
By Gender FY25 FY24
Male 1,774 1,616
Female 156 96
Total 1,930 1,712
* All SOs and facility management personnel are local individuals.
Total Number of Employees by Age Group (GRI 405-1)
FY25 FY24
Personnel
Non-Security
Officers
Security
Officers
Non-Security
Officers
Security
Officers
Below 30 years old 474 565 532 563
30 − 50 years old 352 946 337 884
Above 50 years old 22 419 20 265
Total 848 1,930 889 1,712
Representation of Locals vs Foreigners (GRI 405)
FY25 FY24
Personnel (excl. SOs)
Board &
Management Executive Total
Board &
Management Executive Total
Local 28 747 775 29 775 804
Foreigner 8 65 73 10 75 85
Total 36 812 848 39 850 889
SUSTAINABILITY REPORT
APPENDICES
Statement of Use: Asia Strategic Holdings Ltd. has reported the information cited in this GRI content index for the period 1 October 2024 to
30 September 2025 with reference to the GRI Standards.
GRI 1: Foundation 2021
GRI
STANDARDS
DISCLOSURE TITLE LOCATION
GENERAL DISCLOSURES
GRI 2: General
Disclosures
2021
2-1 Organisational details SR: About This Report
2-2 Entities included in the organisation’s sustainability reporting
2-3 Reporting period, frequency and contact point
2-4 Restatements of information
2-5 External assurance
2-6 Activities, value chain and other business relationships AR: Review of Operations
2-7 Employees SR: People: Workforce, diversity and
well-being
2-8 Workers who are not employees
2-9 Governance structure and composition SR: Governance Structure
2-10 Nomination and selection of the highest governance body
2-11 Chair of the highest governance body
2-12 Role of the highest governance body in overseeing the
management of impacts
2-13 Delegation of responsibility for managing impacts
2-14 Role of the highest governance body in sustainability reporting
2-15 Conflicts of Interest AR: Corporate Governance
2-16 Communication of critical concerns
2-17 Collective knowledge of the highest governance body
2-18 Evaluation of the performance of the highest governance body
2-19 Remuneration policies
2-20 Process to determine remuneration
2-21 Annual total compensation ratio This information has not been disclosed as it
has been deemed private and confidential
2-22 Statement on sustainable development strategy SR: Board Statement
2-23 Policy commitments Sustainability Report
2-24 Embedding policy commitments
2-25 Process to remediate negative impacts
2-26 Mechanisms for seeking advice and raising concerns SR: Key stakeholders and engagement
platforms
2-27 Compliance with laws and regulations SR: Performance and governance
2-28 Membership associations SR: Certifications and Accreditations
2-29 Approach to stakeholder engagement SR: Key stakeholders and engagement
platforms
2-30 Collective bargaining agreements
SUSTAINABILITY REPORT
APPENDICES
Asia Strategic Holdings Limited | Sustainability Report | AppendicesAsia Strategic Holdings Limited | Sustainability Report | Appendices 6766
GRI
STANDARDS
DISCLOSURE TITLE LOCATION
MATERIAL TOPICS
GRI 3: Material
Topics 2021
3-1 Process to determine material topics SR: Materiality Assessment
3-2 List of material topics
3-3 Management of material topics
OUR BUSINESS
GRI 201:
Economic
Performance
201-1 Direct economic value generated and distributed SR: Profit: Performance and governance
201-2 Financial implications and other risks and opportunities due to
climate changes
SR: Planet: Environmental and stewardship
201-3 Defined benefit plan obligations and other retirement plans The Group complies with statutory social
contributions of the respective countries.
OUR PLANET
GRI 302: Energy 302-1 Energy consumption within the organisation SR: Planet: Environmental and stewardship
302-3 Energy intensity
302-4 Reduction of energy consumption The Group is presently in the process of
compiling data on its supply chain activities to
identify areas where energy consumption can
be reduced
302-5 Reductions in energy requirements of products and services
GRI 305:
Emissions
305-1 Direct (Scope 1) GHG emissions SR: Planet: Environmental stewardship
305-2 Energy indirect (Scope 2) GHG emissions
305-3 Other indirect (Scope 3) GHG emissions The Group is currently assessing and
developing process of collating data for
Scope 3
305-4 GHG emissions intensity SR: Planet: Environmental stewardship
305-5 Reduction of GHG emissions The Group is presently in the process of
compiling data on its supply chain activities to
identify areas where energy consumption can
be reduced.
305-6 Emission of ozone-depleting substance The Group is not in the manufacturing
business that uses substances contributing to
ozone depletion.
305-7 Nitrogen oxides (NOx), sulphur oxides (SOx), and other
significant air emissions
SUSTAINABILITY REPORT
APPENDICES
GRI
STANDARDS
DISCLOSURE TITLE LOCATION
OUR PEOPLE
GRI 401:
Employment
401-1 New employees hires and employee turnover This information has not been disclosed. Data
compilation in progress.
401-2 Benefits provided to full-time employees that are not provided
to temporary or part time employees
Group ensures that employees receive
benefits in accordance with statutory
requirements
GRI 404: Training
and Education
401-1 New employees hires and employee turnover SR: Key stakeholders and engagement
platforms
401-2 Benefits provided to full-time employees that are not provided
to temporary or part time employees
GRI 403:
Occupational
Health and
Safety
403-1 Occupational health and safety management systems
403-2 Hazard identification, risk assessment, and incident
investigation
403-5 Worker training on occupational health and safety
403-6 Work-related injuries
GRI 405:
Diversity
and Equal
Opportunity
405-1 Diversity of governance bodies and employees
405-2 The ratio of basic salary and remuneration of women to men This information has not been disclosed as it
has been deemed private and confidential
LOCAL COMMUNITIES
GRI 413: Local
Communities
413-1 Operations with local community engagement, impact
assessments, and development programmes
SR: United Nations SDG
CUSTOMER HEALTH AND SAFETY
GRI 416:
Customer Health
and Safety
3-3 Management of material topics SR Our commitment to workplace safety and
policy implementation
416-1 Assessment of health and safety impacts of product and
service categories
416-2 Incidents of non-compliance concerning the health and safety
impacts of products and services
SUSTAINABILITY REPORT
APPENDICES
6968
RICHARD GREER
Independent Non-Executive
Director and Chairman
Richard has over 40 years of experience
working in investment banking, of which 17
years were spent in Asian and cross-border
investments.
He is a General Partner of the MENA
Technology Fund, which invests in early
stage technology companies in the Middle
East and Israel. The management company,
MENA Investment Partners LLP is an
appointed representative of Midmar Capital
LLP, which is authorised and regulated by
the Financial Conduct Authority. He is also a
non-executive director of The Global Value
Investment Portfolio Management.
From 1978 to 1993, Richard worked in
Japan, initially for Jardine Matheson
and later as branch manager for Baring
Securities Limited (Japan). He has extensive
research experience and was appointed to
head the Japanese Ministry of Finance’s
group to represent EU investment banks
and brokerages. Since returning to London,
Richard has served as global head of
research at Barings, Caspian Limited and
Commerzbank AG, before becoming
a partner at WMG Limited, a wealth
management group.
Richard earned a bachelor’s degree in
History from Corpus Christi College,
Cambridge.
CHRISTOPHER CLARKE
Independent Non-Executive
Director
Christopher has practiced law for over 40
years, of which over 30 years were spent
in Asia, including the People’s Republic of
China.
Christopher currently serves as a non
executive director at London Power
Networks, Eastern Power Networks and
South Eastern Power Networks.
He previously served as an independent
non-executive director at Gama Aviation,
which is listed on the London Stock
Exchange, and Baltrans Holdings and
Arnhold Holdings, both of which were
quoted on the Hong Kong Stock Exchange.
Christopher started his career in Hong
Kong, eventually becoming partner and
managing partner of Denton Hall (Asia),
CMS Cameron McKenna (Asia) and DLA
Piper (Hong Kong).
Christopher attended Fettes College and
then The College of Law and qualified as
solicitor of the Supreme Court of England
and Wales in 1974 and as a Solicitor in
Hong Kong in 1975.
GOVERNANCE REPORT
BOARD OF DIRECTORS AND SENIOR MANAGEMENT
ENRICO CESENNI, OSI
Chief Executive Officer and
Executive Director
Before founding the Group in 2013, Enrico
spent almost a decade in investment
banking, specifically mergers and
acquisitions based in London.
He initially covered financial institutions
at Lehman Brothers and Nomura before
focusing on the consumer and retail sectors
at Goldman Sachs. With a longstanding
interest in entrepreneurial opportunities
in Asia, Enrico founded MACAN in 2012,
a company to hold a growing portfolio of
operating assets and investments in Europe
and the Far East, including Asia Strategic
Holdings.
Enrico earned a MBA from INSEAD and
an undergraduate degree in Institutions
and Financial Markets Management from
Università Commerciale Luigi Bocconi.
Enrico is a member of the Young Presidents’
Organisation, and a Senior Accredited
Director with the Singapore Institute of
Directors.
He has also been conferred the honorific
title of Knight of the Order of the Star of
Italy (“OSI”) by the President of the Italian
Republic.
JONATHAN KOLB
Chief Financial Officer and
Executive Director
Jonathan serves as the Group CFO and
Investment Director. He joined Asia
Strategic in 2015 based in Myanmar and
led the Group’s early efforts to establish
its operations in the country. In 2021,
he relocated to Vietnam and is now
spearheading efforts to expand the Group’s
portfolio into new sectors and geographies.
Prior to joining Asia Strategic, he spent
over eight years in finance, of which
the last five were with Center Square
Investment Management, a listed real
estate fund manager, first in Philadelphia
and then in Singapore to establish the Asian
operations. Prior to attending business
school, he worked as a commercial lending
underwriter at Bank of America in Chicago.
Jonathan has a MBA from INSEAD and
bachelor’s degrees in Finance and
Accountancy from the University of Illinois
–Urbana/Champaign. He is a CFA charter
holder and a registered CPA in the state
of Illinois. He has also earned a certificate
from IMD for completing the High
Performance Leadership course.
GOVERNANCE REPORT
BOARD OF DIRECTORS AND SENIOR MANAGEMENT
MICHAEL HALL
Chief Human Resources Officer
Prior to joining Asia Strategic in 2020,
Michael accumulated over 20 years human
resources experience across SE Asian,
Australian and UK markets.
Michael is responsible for the HR function
across the group, working closely with
business to ensure service delivery,
implementing new group level HR initiatives
that positively impact the business and the
employee.
After moving to Myanmar in 2011, Michael
held management positions within
multinational businesses, developing the
human resource function and delivering
manning strategies for a large-scale
resources project with leading developer
POSCO, and for what is now Myanmar’s
most successful Fintech company, Wave
Money. Prior to this, in Australia, Michael
worked directly in the Oil & Gas industry
working with BG Group, a ConocoPhillips JV,
enabling expansion into new markets.
Michael is focused on building and
enhancing functional and people
capabilities, supporting our growth through
human capital management.
Michael has also earned a certificate from
IMD for completing the High Performance
Leadership course.
ALAIN THIBAULT
Chief Operating Officer
Before joining Asia Strategic in August 2018
as CEO of Wall Street English and Auston,
Alain built an expertise over 15 years in
building and transforming operational
capabilities across multiple industries with a
focus on enabling scale, efficiency, insights
and transparency.
In 2020, his responsibilities expanded to
include the CEO of Wall Street English
Vietnam role as well as to build operational
capabilities such as Technology and
Marketing at the Group level.
Based in Asia since 2009, Alain first worked
with Accenture before taking over senior
management positions for organisations
such as Lazada and Air Asia where he put
his passion for people development and
digitalization to play driving scalability and
innovation.
Alain earned a MBA from INSEAD and
an undergraduate degree in Industrial
Engineering at Ecole Polytechnique de
Montreal. He has also earned a certificate
from IMD for completing the High
Performance Leadership course.
Asia Strategic Holdings Limited | Governance Report | Board of directors and senior managementAsia Strategic Holdings Limited | Governance Report | Board of directors and senior management
7170
Asia Strategic is committed to maintaining the highest standards
of business conduct and ethics, as well as full compliance with
all applicable laws, rules and regulations, corporate reporting
requirements and disclosures, and all other matters deemed to
protect the best interests of the Company’s shareholders.
As defined as an overseas entity by the United Kingdom Listing
Rules (“UK Listing Rules”), Asia Strategic is not required to comply
with the UK Corporate Governance Code (the “Code”) and has not
elected to voluntarily comply with the Code. However, the Board
fully supports the principles of the Code and intends to comply
with the provisions of the Corporate Governance Code and the
QCA Guidelines, in so far as they are appropriate given the Group’s
size, stage of development, and resources.
Effective corporate governance is a priority of the Board and
outlined below are details of how the Company has applied
principles of corporate governance as set out in the Code, as far as
they are relevant to Asia Strategic.
As the Group continues to grow, the Board carries out regular
reviews of its corporate governance policy and practices, with the
objective that these will continue to evolve and be enhanced in
line with the Group’s increasing size and stature. Integral to these
reviews are appraisals of the Group’s system of internal controls,
including financial, operational and compliance controls and risk
management systems.
BOARD OF DIRECTORS
ROLE OF THE BOARD
The Board’s primary role is to enhance and sustain long-term
shareholder value. To fulfil this role, the Board is responsible for
the overall corporate governance of the Group, including (but
not limited to) formulating the Group’s strategic direction, setting
remuneration, appointing Directors and senior management,
establishing goals for management and monitoring the
achievement of these goals; approving and monitoring annual
financial and operating budgets and capital expenditure; and
ensuring the integrity of internal control and management
information systems. The Board is also ultimately responsible for
approving and monitoring financial and other reporting.
BOARD PROCESS
The Board meets formally at regular intervals throughout the year
(at least four times per year) and at such other times as may be
necessary to address any significant and urgent matters that may
arise. Members have attended all meetings held in the current
and previous financial year. The Board communicates regularly
between these meetings and received regular updates.
On a regular basis the Board is provided with appropriate and
timely information relating to all aspects of the Group. In addition,
the Directors are free to seek any further information or request
specific presentations on matters that they consider necessary in
order to discharge their duties effectively.
The Independent Non-executive Directors (“INED”) have adequate
competency and experience relevant to the Group’s operations,
conduct site visits at regular intervals with one INED travelling to
Vietnam or Myanmar at least once per year. On these occasions,
the divisional CEOs and managers are encouraged to conduct
specific presentations on the performance of each business. The
INEDs couldn’t visit any sites in FY25 due to time constraints.
The INEDs plan to visit the Group’s operations in 2026 once the
renovation of the head office and Yangon American Secondary
Campus in Myanmar are complete.
HOW THE BOARD OPERATES
A detailed schedule of matters reserved for the Board has been
established and is periodically reviewed. The key matters reserved
are the consideration and approval of:
◼ The Group’s overall strategy and objectives;
◼ Material acquisitions, disposals, business expansion and major
expenditure commitments;
◼ Borrowing and hedging arrangements, where relevant;
◼ The issuance of equity, convertible notes and options;
◼ Annual work programmes and budgets;
◼ The Group’s annual and half-yearly financial statements;
◼ Board and key management personnel appointments,
remuneration and roles;
◼ Key risks include, among others, health and safety, climate
change and cyber security;
◼ Corporate policies and corporate governance arrangements;
◼ Regular and timely updates on material events where the Group
operates, such as political and macroeconomics; and
◼ Strategies and impact on the environmental, social and
governance to relevant stakeholders or business practices and
its impact on environment and sustainability.
Through the publication of regular announcements, corporate
presentations uploaded on the Company’s website, and face-to-
face meetings, the Board has sought to communicate its strategy,
objectives and performance to all shareholders on a timely basis.
COMPOSITION OF THE BOARD
The Board of Directors comprises four members, two Executive
Directors (the Chief Executive Officer and Chief Financial Officer)
and two INEDs. One of the INEDs serve as the Group Chairman.
The Board has established Audit and Remuneration Committees,
each chaired by an INED, with formally delegated duties,
responsibilities and written terms of reference.
The Board constantly evaluates whether it may be appropriate to
set up separate committees to consider specific issues as and when
the need arises.
GOVERNANCE REPORT
CORPORATE GOVERNANCE STATEMENT
INDEPENDENT PROFESSIONAL ADVICE AND ACCESS TO
COMPANY INFORMATION
Each Director has the right of timely access to all relevant Company
information and to the Company’s senior management.
The Executive and Independent Non-executive Directors have
access to advice from the Company’s auditors, legal advisers as
well as to other independent professional advisers (as appropriate),
at the expense of the Company, if considered necessary in the
performance of their duties.
Directors are expected to bring independent judgement to bear on
issues of strategy, performance and standards of conduct.
DIRECTOR EDUCATION
On an ongoing basis, the Group educates Directors about the
nature of the business, current issues, the corporate strategy and
timeline (including sustainability) for key objectives to be met, and
the expectations of the Group concerning the performance of the
Directors.
Directors also have the opportunity to visit Group facilities
and meet with the operational management to gain a better
understanding of the Group’s business operations. Directors are
given access to continuing education opportunities to update and
enhance their skills and knowledge relevant to keep abreast with
current events and changes in laws and regulations.
The Group provides comprehensive education to new directors
both prior to and following appointment consistent with the
principles of continuing education outlined above.
COMMITTEES OF THE BOARD
AUDIT COMMITTEE
The audit committee has primary responsibility for monitoring
the quality of internal controls and ensuring that the financial
performance of the Group is properly measured and reported on.
All related party transactions and potential conflict of interests,
if any, are reviewed and approved by the audit committee on a
timely basis.
It receives and reviews reports from the Group’s management
and external auditors relating to the annual accounts and the
accounting and internal control systems in use throughout the
Group. The audit committee meets at least twice each financial
year and has unrestricted access to the Group’s external auditors
including discussions without the presence of the management.
It also assists by reviewing and monitoring the extent of audit work
undertaken by external auditors along with their independence
and objectivity (including where non-audit services are provided),
advising on the appointment of external auditors, reviewing the
effectiveness of the Group’s internal controls and risk management
systems and presenting any recommendations. The ultimate
responsibility for reviewing and approving the Annual Report and
financial statements and the half-yearly reports remains with the
Board.
The members of the audit committee are solely INEDs namely,
Richard Greer, who acts as Chairman of the committee and
Christopher Clarke.
REMUNERATION COMMITTEE
The remuneration committee reviews the performance of the
executive directors and the Group’s senior management and
makes recommendations to the Board on matters relating to their
remuneration and terms of employment.
The committee also makes recommendations to the Board on
proposals for the granting of share awards and other equity
incentives pursuant to any share award scheme or equity incentive
scheme in operation from time to time. The remuneration
committee meets at least once a year.
The members of the remuneration committee are solely
INEDs, namely Christopher Clarke, who acts as Chairman of the
committee and Richard Greer.
INTERNAL CONTROLS AND RISK MANAGEMENT IN
RELATION TO FINANCIAL REPORTING
The Board is responsible for the Group’s system of internal control
environment over the financial reporting process and for reviewing
its effectiveness.
It should be recognised that such a system can only provide
reasonable and not absolute assurance against material
misstatement or loss, as it is designed to manage rather than
eliminate those risks that may affect the Company in achieving its
business objectives.
The Group has not established a separate Risk Management
Committee. Instead, the Board, as part of its usual role and
through direct involvement in the management of the Group’s
operations, ensures financial reporting risks are identified,
assessed and appropriately managed. Where necessary, the Board
will draw on the expertise of appropriate external consultants to
assist in dealing with or mitigating risk.
Control self-assessment exercises are conducted regularly across
the Group’s operations to ensure risks are identified and managed
as an integral part of any business transaction workflow.
Practices have been established to ensure:
◼ A comprehensive delegation of authority is in place that
includes approval limits for Directors and senior management
and specifically matters reserved for the Board;
◼ Annual budgets are reviewed and approved;
◼ Capital expenditure and revenue commitments above a certain
size obtain prior Board approval;
◼ Financial exposures are controlled, including the potential use
of derivatives;
◼ Occupational health and safety standards and management
systems are monitored and reviewed to achieve high standards
of performance and compliance with regulations;
GOVERNANCE REPORT
CORPORATE GOVERNANCE STATEMENT
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7372
◼ Business transactions are properly authorised and executed; and
◼ Financial and sustainability reporting accuracy and compliance
with the reporting regulatory framework are ensured.
In addition, the Board has adopted policies covering anti- corruption,
anti-bribery, share dealing, whistleblowing and social media, among
others. Furthermore, in compliance with the relevant rules and
regulations, the Group conducts enhanced due diligence checks
on counterparts and employees that cover sanctions, anti-money
laundering and politically exposed persons, among others.
The Group’s management team assists the Board in monitoring the
application of the Group’s policies.
ENVIRONMENT AND SUSTAINABILITY
The Board acknowledges the importance of Asia Strategic’s
sustainability commitments. The Group’s principles, business
practices, and management decisions are aligned towards creating
a sustainable business.
Further details are provided in the Sustainability Report.
ETHICAL STANDARDS
All Directors, managers and employees are expected to act with the
utmost integrity and objectivity, striving, at all times, to enhance
the reputation and performance of the Group. Every employee has
a nominated supervisor to whom they may refer issues arising from
their employment. A formal Code of Conduct encourages employees
to raise any concern in relation to unethical conduct. An open-door
policy is implemented across the Company with top management
being available to address any of the employees’ concerns.
EXTERNAL AUDITORS
The Board and the Audit Committee review the performance of the
external auditors on an annual basis and normally meet with them
during the year to:
◼ Discuss the external audit plans, identifying any significant
changes in structure, operations, internal controls or accounting
policies likely to impact on the financial statements and to review
the fees proposed for the audit work to be performed.
◼ Review the periodic reports prior to lodgement and release, and
any significant adjustments required as a result of the auditor’s
findings, and to recommend Board approval of these documents,
prior to announcement of results.
◼ Review the results and findings of the auditor, the adequacy
of accounting and financial controls, and to monitor the
implementation of any recommendations made.
◼ Review the draft financial report and recommend Board approval
of the financial report.
◼ Discuss without the presence of the Board and the executive
management.
◼ As required, to organise, review and report on any special reviews
or investigations deemed necessary by the Board.
◼ Discuss the financial assumptions and estimates used in the
cash flows and budget projections prepared by management
and reviewed by the Board for going-concern purposes,
including stress testing by management.
The Board and Audit Committee specifically assess the
independence of the Group’s external auditors and in doing so
consider the level and nature of non-audit services provided and
associated fees, the auditors’ rotation arrangements for key audit
personnel and areas of potential conflicts of interest.
COMMUNICATION WITH SHAREHOLDERS AND
CONTINUOUS DISCLOSURE
The Directors attach importance to the provision of clear and
timely information to shareholders and the broader investment
community. Information about the Company is available on its
website (www.asia-strategic.com).
Financial reporting – the Company reports to shareholders
half-yearly and annually, as required by the UK Listing Rules.
The Chairman states to the Board that the Company’s financial
reports present a true and fair view in all material respects of the
Company’s financial condition and operational results and are in
accordance with the relevant accounting standards.
Equal access policy – the Company has a policy that all
shareholders and investors have equal access to the Company’s
information, and has procedures to ensure that all price-sensitive
information will be disclosed to the LSE in accordance with the
continuous disclosure requirements of the UK Listing Rules. These
procedures include:
◼ A comprehensive process to identify matters that may have a
material effect on the price of the Company’s shares, notifying
them to the LSE, posting them on the Company’s website, and
issuing media releases.
◼ All information provided to the LSE, and related information
(including information provided to analysts and the media),
being immediately posted to the Company’s website.
The Annual Report is made available to all shareholders. The Board
ensures that the Annual Report includes relevant information
about the operations of the Group during the year, changes in the
state of affairs of the Group and details of future developments, as
well as all required disclosures.
News releases are issued throughout the year and the Company
maintains a website (www.asia-strategic.com) on which press
releases, corporate presentations and the Annual Report and
financial statements are available to view together with the half-
yearly financial statements. Enquiries from individual shareholders
on matters relating to the business of the Company are welcomed.
Shareholders and other interested parties can subscribe to receive
notification of news updates and other documents from the
Company via email. In addition, the Executive Directors meet with
major shareholders to discuss the progress of the Company and
provide periodic feedback to the Board, following meetings with
shareholders.
GOVERNANCE REPORT
CORPORATE GOVERNANCE STATEMENT
GOVERNANCE REPORT
DIRECTORS’ STATEMENT
The Directors of Asia Strategic Holdings Ltd. are pleased to submit their Report with the audited financial statements for the financial year
ended 30 September 2025.
PRINCIPAL ACTIVITIES
Asia Strategic Holdings Ltd. is in an independent developer and operator of consumer businesses in Emerging Asia. It is currently active in
Education (Wall Street English, Kids&Us, Logiscool, Yangon American and Auston) and Services (EXERA and Ostello Bello), including services
to its subsidiaries.
BUSINESS REVIEW AND FUTURE DEVELOPMENTS
A summary of the Group’s main business developments for the financial year ended 30 September 2025 and potential future developments
is contained within the Chairman’s Statement, the Review of Operations and the Financial Review.
ACCOUNTING POLICIES
The financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European
Union.
SHARE CAPITAL AND RESERVES
Details of the Group’s issued share capital and reserves as at 30 September 2025 are contained in the Consolidated Statement of Changes in
Equity.
RESULTS AND DIVIDENDS
An overview of the Group’s results, covering the financial year ended 30 September 2025, is provided in the Financial Statements. The
Directors do not propose the payment of dividends.
EVENTS AFTER THE REPORTING DATE
There were no reportable events arising after the reporting date, other than the post period event disclosed in the Going Concern section
Note 2 to the Financial Statements.
DIRECTORS REMUNERATION
Directors’ remuneration for the financial year ended 30 September 2025 was as outlined in the table below.
$ Fees Salaries
Accrued
bonus
Share-based
compensation
Other
benefits
Total
FY25
Total
FY24
Executive Directors
Enrico Cesenni − 150,000 25,000 6,777 − 181,777 204,492
Jonathan Geoffrey Kolb − 187,639 50,000 91,446 114,070 443,155 434,252
Sub-total − 337,639 75,000 98,223 114,070 624,932 638,744
Non-executive Directors
Richard Edgar Greer 30,000 − − − − 30,000 30,000
Christopher John David Clarke 28,000 − − − − 28,000 28,000
Sub-total 58,000 − − − − 58,000 58,000
Total 58,000 337,639 75,000 98,223 114,070 682,932 696,744
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GOVERNANCE REPORT
DIRECTORS’ STATEMENT
DIRECTORS AND THEIR INTERESTS (INCL. SHARE OPTIONS)
The table below sets out the interests of the Directors in Asia Strategic as at 30 September 2025.
As at 30 September 2025
Shareholdings registered
in name of
Directors (Shares)
Shareholdings in which
the Directors are
deemed to have an
Interest (Shares)
Total
Interest
(Shares)
Total
Interest
(%)
Share
Options
Richard Greer (Chairman, INED) 7,700 − 7,700 0.3% 10,000
Christopher John David Clarke (INED) − − − − 10,000
Enrico Cesenni (CEO)* 60,500 1,010,500 1,071,000 35.4% 51,000
Jonathan Geoffrey Kolb (CFO) 196,500 − 196,500 6.5% 152,000
* The beneficial interest of Enrico Cesenni is held through the Company’s shareholder, Macan Pte. Ltd. (“MACAN”), which (i) owns 960,000 ordinary shares (ii) holds US$4,500,000
in Zero-Coupon Convertible Notes of the Company (Note 20) and (iii) holds loan facility (Note 17). In addition MACAN also administers the voting rights over an additional 50,500
ordinary shares held in the name of a former executive.
SHARE OPTIONS
The Group operates Employee Share Option Schemes (“ESOS”) pursuant to which the Directors, senior management and key employees
and consultants of the Group may be granted options to acquire Ordinary Shares in the Company at a fixed option exercise price of
US$11.00 per share.
Further details of the above share option scheme can be found in Note 21(d) to the Financial Statements.
SUBSTANTIAL SHAREHOLDINGS
To the best of the knowledge of the Company, the following notifiable positions of ordinary shares and holdings of Directors of the
Company as at 30 September 2025 were as follows:
As at 30 September 2025 Number of Ordinary Shares Percentage of Ordinary Shares
Macan Pte. Ltd.* 960,000 31.8%
Oneiros Investments S.A. 224,121 7.4%
A-Star-Education Holdings Pte. Ltd. 200,000 6.6%
Jonathan Geoffrey Kolb** 196,500 6.5%
SOAI Ltd. 156,945 5.2%
BF&F s.r.l. 117,500 3.9%
NDC Advisors Limited 101,019 3.3%
SEVIAN s.r.l.*** 100,000 3.3%
* Macan is a company in which Enrico Cesenni, CEO of the Company, has 26.1% equity interest in the company and 35.1% of the voting rights.
** Chief Financial Officer and Executive Director of the Company.
***SEVIAN s.r.l. has 48.9% equity interest and 34.7% of the voting rights in Macan Pte.Ltd.
RELATIONS WITH SHAREHOLDERS
The Directors attach importance to the provision of clear and timely information to shareholders and the broader investment community.
Information about the Company is available on its website (www.asia-strategic.com). The Group’s Annual and Interim Reports will also be
sent to shareholders and be made available through the Group’s website.
DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE
The Group has in place a Directors and Officers insurance policy to cover relevant individuals against claims arising from their work on
behalf of the Company. The cost of providing this cover is US$15,000 (2024: US$17,000). The Board intends to maintain the level of cover
provided under annual or more frequent review, as appropriate.
GOING CONCERN
As noted in the Group’s Financial Review, several businesses
in Myanmar owned by the Group are profitable and cash flow
generative, hence reducing any need for support by the Group.
Over time the Group will rely less on external financing and instead
finance its organic growth through effective cash flow management
of cash generating businesses, cost control measures and capital
expenditures.
Management and the Board have reviewed and stress-tested the
cash flow and budget projections and the Directors are confident
that the Group has adequate resources to continue its operations
and meet its commitments for a period of at least 12 months from
the date of this report.
The cash flow forecast has been prepared with consideration of
timing of discretionary capital expenditures, material customer
and vendor contracts, prevailing political and macroeconomic
conditions and other available information. In addition, the Group
has access to an unutilised loan facility provided by MACAN, Asia
Strategic’s largest corporate shareholder.
Further details on board’s consideration and assumptions on going
concern are detailed in Note 2 to the financial statements.
ANNUAL GENERAL MEETING
Details of the Annual General Meeting will be announced in due
course. The Notice of Meeting, together with an explanation of
the items of special business if any, is to be provided separately to
shareholders.
AUDITORS
BDO LLP has expressed its willingness to continue in office as
auditors and a resolution for their reappointment will be proposed
at the Annual General Meeting.
STATEMENT OF DIRECTOR’S RESPONSIBILITIES
The directors are responsible for preparing the directors’ report,
annual report and the financial statements for the Group which give
a true and fair view of the state of affairs of the Group and of the
profit or loss of the Group for that period. In preparing the financial
statements the directors are required to:
◼ Select suitable accounting policies and then apply them
consistently;
◼ Make judgements and accounting estimates that are reasonable
and prudent;
◼ State whether they have been prepared in accordance with
IFRSs as adopted by the European Union, subject to any material
departures disclosed and explained in the financial statements;
and
◼ Prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the company and
group will continue in business.
The Directors are responsible for maintaining proper accounting
records which disclose with reasonable accuracy at any time the
financial position of the group, for safeguarding the assets, for
taking reasonable steps for the prevention and detection of fraud
and other irregularities and for the preparation of financial
statements.
Financial information is published on the Company’s website.
The maintenance and integrity of the Company’s website is the
responsibility of the directors; the work carried out by the auditors
does not involve consideration of these matters and, accordingly,
the auditors accept no responsibility for any changes that may
occur to the financial statements after they are initially presented
on the website.
Legislation in Singapore governing the preparation and
dissemination of financial statements may differ from legislation
in other jurisdictions.
The Directors confirm to the best of their knowledge:
◼ The financial statements have been prepared in accordance with
the applicable set of accounting standards, give a true and fair
view of the assets, liabilities, financial position, profit or loss and
cash flows of the Group.
◼ The annual report includes a fair review of the development
and performance of the business and the financial position of
the Group, together with a description of the principal risks and
uncertainties that they face.
GOVERNANCE REPORT
DIRECTORS’ STATEMENT
RICHARD GREER
Independent Non-Executive Chairman
9 February 2026
On behalf of the Board,
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OPINION ON THE FINANCIAL STATEMENTS
In our opinion:
◼ the financial statements give a true and fair view of the state of the Group’s affairs as at 30 September 2025 and of the Group’s loss and
cash flows for the year then ended;
◼ the Group financial statements have been properly prepared in accordance with International Financial Reporting Standards (IFRS) as
adopted by the European Union.
We have audited the financial statements of Asia Strategic Holdings Limited (the ‘Parent Company’) and its subsidiaries (together the
‘Group’) for the year ended 30 September 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated
Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Consolidated Statement of Cash Flows and notes to
the financial statements, including material accounting policy information. The financial reporting framework that has been applied in their
preparation is applicable law and International Financial Reporting Standards (IFRS) as adopted by the European Union.
BASIS FOR OPINION
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities
under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remain independent of the Group and the Parent Company in accordance with the ethical requirements that are relevant to our audit
of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
CONCLUSIONS RELATING TO GOING CONCERN
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation
of the financial statements is appropriate. Our evaluation of the Director’s assessment of the Group’s ability to continue to adopt the going
concern basis of accounting is set out in the Key Audit Matters section below.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually
or collectively, may cast significant doubt on the Group’s ability to continue as a going concern for a period of at least twelve months from
when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this
report.
OVERVIEW
Key audit matters
FY25 FY24
1. Impairment of goodwill and other intangible assets
o o
2. Going concern
o o
3. Impairment of tangible fixed assets and right of use assets
o o
Materiality Group financial statements as a whole
$481,000 (2024: $445,000) based on 1.5% (2024: 1.5%) of revenue
AN OVERVIEW OF THE SCOPE OF OUR AUDIT
Our Group audit was scoped by obtaining an understanding of the Group and its environment, the applicable financial reporting framework
and the Group’s system of internal control. On the basis of this, we identified and assessed the risks of material misstatement of the Group
financial statements including with respect to the consolidation process. We then applied professional judgement to focus our audit
procedures on the areas that posed the greatest risks to the group financial statements. We continually assessed risks throughout our audit,
revising the risks where necessary, with the aim of reducing the group risk of material misstatement to an acceptable level, in order to
provide a basis for our opinion.
Components in scope
The Group consists of the Parent Company, 8 intermediary holding companies located in Singapore and 10 operating companies out of
which 6 are located in Myanmar and 4 are located in Vietnam. We have concluded that the Group consists of twelve components based
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF ASIA STRATEGIC HOLDINGS LIMITED
P
P
P
P
P
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on geographical location, separate financial information and legal entities. The intermediary holding companies were considered as one
component due to those being located in one jurisdiction and operating under the centralised Group finance function.
As part of performing our Group audit, we have determined 9 components to be in scope based on the risk assessment performed at group
and component levels. All in scope components were subject audit procedures by BDO network member firms in the locations noted above.
For components in scope, we used a combination of risk assessment procedures and further audit procedures to obtain sufficient
appropriate evidence. These further audit procedures included:
◼ Procedures on the entire financial information of the component, including performing substantive procedures and tests of operating
effectiveness of controls; and
◼ Procedures on one or more classes of transactions, account balances or disclosures.
Procedures performed at the component level
We performed procedures to respond to group risks of material misstatement at the component level that included the following:
COMPONENT ENTITY GROUP AUDIT SCOPE
1 Asia Strategic Holdings Limited Procedures on one or more classes of transactions, account balances or
disclosures.
2 A Partners Limited Procedures on the entire financial information of the component.
3 C Partners Limited Procedures on one or more classes of transactions, account balances or
disclosures.
4 E Partners Limited Procedures on the entire financial information of the component.
5 L Partners Limited Procedures on one or more classes of transactions, account balances or
disclosures.
6 American International Partners Limited Procedures on the entire financial information of the component.
7 Exera Myanmar Limited Procedures on the entire financial information of the component.
8 Wall Street English Limited Liability Company Procedures on the entire financial information of the component.
9 AS English Vietnam Company Limited Procedures on the entire financial information of the component.
Changes from the prior year
Following the implementation of ISA (UK) 600 (Revised), which outlines the audit of group financial statements, the Group audit approach
was updated accordingly. This included reassessing the identification of components within the Group, where relevant, as described in the
table above.
Procedures performed centrally
We considered there to be a high degree of centralisation of financial reporting and commonality of controls in relation to the impairment
assessment of tangible and intangible assets and going concern. We therefore designed and performed procedures centrally in these areas.
The group operates a centralised IT function that supports IT processes for certain components. This IT function was subject to a centralised
risk-focussed assessment of the design and implementation of the relevant IT general controls.
Working with other auditors
As Group auditor, we determined the components at which audit work was performed, together with the resources needed to perform this
work. These resources included component auditors, who formed part of the group engagement team as reported above. As Group auditor
we are solely responsible for expressing an opinion on the financial statements.
In working with these component auditors, we held discussions with component audit teams on the significant areas of the group audit
relevant to the components based on our assessment of the group risks of material misstatement. We issued our group audit instructions
to component auditors on the nature and extent of their participation and role in the group audit, and on the group risks of material
misstatement.
We directed, supervised and reviewed the component auditors’ work. This included holding meetings and calls during various phases of the
audit, reviewing component auditor documentation remotely and evaluating the appropriateness of the audit procedures performed and
the results thereof.
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF ASIA STRATEGIC HOLDINGS LIMITED
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Climate change
Our work on the assessment of potential impacts of climate-related risks on the Group’s operations and financial statements included:
◼ Enquiries and challenge of management to understand the actions they have taken to identify climate-related risks and their potential
impacts on the financial statements and adequately disclose climate-related risks within the annual report;
◼ Our own qualitative risk assessment taking into consideration the sector in which the Group operates and how climate change affects
this particular sector; and
◼ Review of the minutes of Board and Audit Committee meetings and other papers related to climate change and performed a risk
assessment as to how the impact of the Group’s commitment as set out in the annual report may affect the financial statements and our
audit.
We challenged the extent to which climate-related considerations, including the expected cash flows from the initiatives and commitments
have been reflected, where appropriate, in management’s going concern assessment and impairment assessments.
We also assessed the consistency of management’s disclosures included as ‘Other Information’ on pages 2 to 75 with the financial
statements and with our knowledge obtained from the audit.
Based on our risk assessment procedures, we did not identify there to be any Key Audit Matters materially impacted by climate-related risks
and related commitments.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements
of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we
identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and directing
the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and
in forming our opinion thereon, and we do not provide a separate opinion on these matters.
KEY AUDIT MATTER HOW THE SCOPE OF OUR AUDIT ADDRESSED THE KEY AUDIT MATTER
Impairment
of goodwill
and other
intangible
assets
Refer to Notes
2.10, 2.11,
3.2(ii) and 11
Goodwill is subject to annual
impairment review and other
intangible assets (not of indefinite
useful life) are subject to a review
of impairment indicators at each
reporting date.
As detailed in Note 3.2 (ii),
Management has performed
an impairment assessment of
goodwill and other intangible
assets, which resulted in no
impairment of goodwill or other
intangible assets.
The assessment involves an
estimation of the value−in−use
of such assets included within
the applicable identified cash−
generating units. Estimating value−
in−use requires the Group to
make an estimate of the expected
future cash flows from the cash−
generating units to which goodwill
and other intangible assets
has been allocated and also to
choose a suitable growth rate and
discount rate in order to calculate
the present value of those future
cash flows. These estimates are
susceptible to bias and error. We
therefore considered this area to
be a key audit matter.
We checked if goodwill has been appropriately allocated to relevant cash
generating units and we examined the cash flow forecasts used by Management in
their impairment assessment of goodwill and other intangible assets.
We compared management’s discounted cash flow methodology against
the requirements of the applicable accounting standard and considered the
appropriateness of input parameters and model mechanics.
We checked the key revenue growth and margin assumptions used by management
by considering these for consistency with historic and current enrolment/trading,
underlying costs bases, our knowledge of local economic conditions, and the level
of maturity of the CGUs, checking to supporting evidence where appropriate.
With the assistance of the component auditor’s internal experts with appropriate
local knowledge and expertise, we recomputed the discount rates using inputs
sourced from external published market information and compared our results to
the discount rates used by management.
We checked for consistency between forecasts used for both goodwill and other
intangible assets with the cashflow forecast used in the going concern, tangible
fixed assets and right of use assets assessments.
We have also checked the impact of sensitivities to key assumptions prepared by
management, including applying our own sensitivities over revenue growth rates
and revenue terminal rates used in the cash flow forecasts. We also performed
sensitivities, including reverse stress tests in cash generating units in which no
impairment has been recorded by management.
We have also checked the appropriateness of management’s disclosures in this
area, in particular those disclosures in connection with cash generating units to
which goodwill has been allocated.
Key observations:
Based on our procedures we consider management’s key assumptions in respect of
the impairment review to be reasonable.
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF ASIA STRATEGIC HOLDINGS LIMITED
KEY AUDIT MATTER HOW THE SCOPE OF OUR AUDIT ADDRESSED THE KEY AUDIT MATTER
Going
concern
Refer to Note
2.1
Going concern is regarded as a
key audit matter as a result of
the estimates and judgements
required by the Directors in
preparing the detailed cash flow
forecasts underlying their going
concern assessment.
In light of ongoing consolidated
operating losses, the varying
stages of maturity of operations
(sites/schools) and the level of
unutilised loan facilities, the level
of judgement and estimation
uncertainty, along with the
potential financial impacts of
under/over performance against
forecasts, have continued to be
significant.
Our audit work included the following:
◼ We obtained an understanding of the business model, objectives, strategies
and related business risk, measurement and review of the Group’s financial
performance including forecasting and budgeting processes, and the Group’s
risk assessment process.
◼ We obtained the Directors’ cash flow forecasts for the going concern period
of twelve months from the date of approval of the financial statements and
challenged the key assumptions in respect of revenue growth, profit margins
and cash generation with reference to historical pre and post year end data
(revenue and student enrolment), and/or economic growth in the relevant
jurisdictions taking into account the uncertainties caused by local market
conditions.
◼ We checked the mathematical accuracy of the cash flow forecasts and critically
assessed the integrity of the forecast model through evaluating the forecasts
against historical performance and assessing the post year end performance
against forecasts.
◼ We evaluated the relevance and reliability of underlying data used to make the
going concern assessment and whether assumptions and changes from prior
years are appropriate.
◼ We also evaluated whether the available loan facility and available cash
resources provide sufficient liquidity headroom in the Directors’ going concern
assessment.
◼ We scrutinised the Directors’ analyses of changes in key assumptions including
a reasonably possible but not unrealistic reduction in forecast revenue, to
understand the sensitivity in the cash flow forecasts for a period of at least
twelve months from the date of approval of the financial statements.
◼ We reviewed the severe but plausible downside case analysis prepared by the
Directors to check against cash and credit facilities. This included checking the
reduction of revenue against post-year end results and checking sensitivity by a
further reduction to revenues in a number of key businesses, and management’s
option to reduce certain discretionary cash outflow in that scenario.
◼ We performed our own sensitivities with regard to severe but plausible down-
sides in performance, specifically focused on extending under-performance
to budget observed subsequent to the year end, and reversing out over-
performance against budgets observed subsequent to the year end, to account
for potential down-turns in operating performance.
◼ We considered an FY25 to FY26 zero growth model as well as a reverse stress
test to ascertain trading performance levels that would fully erode headroom in
cash resources and currently available facilities.
◼ We evaluated the adequacy and appropriateness of disclosures in the financial
statements regarding the going concern assessment against the Directors’
forecasts.
◼ We considered the level of discretion in forecast investment in new operations
and how capital commitments have been incorporated into management’s
forecasts.
Key observations:
Our conclusions are set out in the ‘Conclusions relating to going concern’ section
above.
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF ASIA STRATEGIC HOLDINGS LIMITED
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KEY AUDIT MATTER HOW THE SCOPE OF OUR AUDIT ADDRESSED THE KEY AUDIT MATTER
Impairment
of tangible
fixed assets
and right of
use assets
Refer to Note
2.11, 3.2(iii)
10 and 12
Where impairment indicators
exist, including, but not limited to,
the existence of operating losses,
tangible fixed assets and right of
use assets have been tested by
management for impairment.
As detailed in Note 3.2(iii),
management has performed an
impairment assessment of tangible
fixed assets and right of use
assets. This assessment involves
an estimation of the value−in−use
of such assets included within
the applicable identified cash−
generating units. Estimating
the value−in−use requires the
Group to make an estimate of the
expected future cash flows from
the cash−generating unit and
also to choose a suitable growth
rate and discount rate in order
to calculate the present value of
those cash flows. These estimates
are susceptible to bias and error.
We therefore considered this area
to be a key audit matter.
We checked management’s discounted cash flow methodology against the
requirements of the applicable standard and considered the appropriateness of
input parameters and model mechanics.
We examined the cash flow forecasts used by Management and checked the key
assumptions used.
With the assistance of the component auditor’s internal experts and with
appropriate local knowledge and expertise, we recomputed the discount rates
using inputs sourced from external published market information and compared
our results to the discount rates used by management.
We checked the key revenue, growth and margin assumptions used by
management by considering these for consistency with historic and current
subscription/trading levels, underlying costs bases, our knowledge of local
economic conditions, and the level of maturity of the asset-holding sites, checking
to supporting evidence where appropriate.
We checked that the forecasts used were consistent with the cashflow forecast
used in the going concern and goodwill and other intangible assets impairment
assessments.
We also checked the impact of sensitivities to key assumptions prepared by
management, including applying our own sensitivities, including reverse stress
tests, over revenue growth rates and revenue terminal rates used in the cash flow
forecasts.
Key observations:
Based on our procedures we consider management’s key assumptions in respect of
the impairment review to be reasonable.
OUR APPLICATION OF MATERIALITY
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider
materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users
that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level,
performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily
be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their
occurrence, when evaluating their effect on the financial statements as a whole.
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF ASIA STRATEGIC HOLDINGS LIMITED
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as
follows:
GROUP FINANCIAL STATEMENTS
2025 2024
Materiality $481,000 $445,000
Basis for determining
materiality
1.5% of revenue 1.5% of revenue
Rationale for the
benchmark applied
Revenue is considered to be the most appropriate
benchmark due to the level of operating activities
and the scale of the group’s operations
Revenue is considered to be the most appropriate
benchmark due to the level of operating activities and
the scale of the group’s operations
Performance materiality $336,000 $311,000
Basis for determining
performance materiality
70% of materiality 70% of materiality
Rationale for the
percentage applied for
performance materiality
70% of materiality was deemed appropriate
with reference to our risk assessment, and
consideration of the Group’s control environment
70% of materiality was deemed appropriate with
reference to our risk assessment, and consideration of
the Group’s control environment
Component performance materiality
For the purposes of our Group audit opinion, we set performance materiality for each component of the Group, based on a percentage
of between 20% and 90% (2024:11% to 66%) of Group performance materiality dependent on a number of factors including the control
environment, number and relative size of the components, the extent of disaggregation of financial information across components and
our assessment of the risk of material misstatement of those components. Component performance materiality ranged from $67,200 to
$302,000 (2024: $33,000 to $205,000).
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in excess of $24,000 (2024: $22,500).
We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds.
OTHER INFORMATION
The directors are responsible for the other information. The other information comprises the information included in the Annual Report
other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other
information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If
we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to
a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
RESPONSIBILITIES OF DIRECTORS
As explained more fully in the Statement of Directors’ responsibilities, the Directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to
enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Parent Company’s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the
Directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF ASIA STRATEGIC HOLDINGS LIMITED
Asia Strategic Holdings Limited | Independent Auditor’s Report | To the members of Asia strategic Holdings LimitedAsia Strategic Holdings Limited | Independent Auditor’s Report | To the members of Asia strategic Holdings Limited 8382
AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
◼ Our understanding of the Group and the industry in which it operates;
◼ Discussion with management and the Audit Committee;
◼ Obtaining an understanding of the Group’s policies and procedures regarding compliance with laws and regulations; and
◼ Discussion with component auditors,
we considered the significant laws and regulations to be IFRS as adopted by the European Union, tax legislation in the jurisdictions that the
Group operates in and UK Listing Rules.
The Group is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or
disclosures in the financial statements, for example through the imposition of fines or litigations. We identified such laws and regulations to
be health and safety legislation.
Our procedures in respect of the above included:
◼ Review of minutes of meetings of those charged with governance for any instances of non-compliance with laws and regulations;
◼ Review of correspondence with regulatory and tax authorities for any instances of non-compliance with laws and regulations; and
◼ Review of financial statement disclosures and agreeing to supporting documentation.
Fraud
We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures
included:
◼ Enquiry with management and Audit Committee regarding any known or suspected instances of fraud;
◼ Obtaining an understanding of the Group’s policies and procedures relating to:
• Detecting and responding to the risks of fraud; and
• Internal controls established to mitigate risks related to fraud.
◼ Review of minutes of meetings of those charged with governance for any known or suspected instances of fraud;
◼ Discussion amongst the engagement team as to how and where fraud might occur in the financial statements;
◼ Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement
due to fraud;
◼ Considering remuneration incentive schemes and performance targets and the related financial statement areas impacted by these; and
◼ Making enquiries of component auditors regarding their assessments of such risks in the components that they audited.
Based on our risk assessment, we considered the areas most susceptible to fraud to be management override of controls in respect of
journals postings, revenue recognition and application of judgement and estimates to material accounting areas.
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF ASIA STRATEGIC HOLDINGS LIMITED
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
Our procedures in respect of the above included:
◼ Testing journal entries throughout the year, which met defined risk criteria, by agreeing to supporting documentation;
◼ Testing a sample of journal entries throughout the year which were outside the defined risk criteria, by agreeing to supporting
documentation;
◼ Involvement of forensic specialists in the audit to assist in the risk assessment of fraud;
◼ Assessing significant estimates made by management for bias as noted in ‘Key Audit Matters’ section above;
◼ Making enquiries with the component auditors and reviewing the work performed in response to the risks assessed above;
◼ Testing the operating effectiveness of controls over the initiation and recording of revenue transactions;
◼ Substantive testing over a sample of recorded revenue and deferred revenue;
◼ Using data analytics to investigate any unexpected increases in revenue towards the year end, investigating these as appropriate; and
◼ Testing for unusual journal combinations to revenue.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members, including
component auditors, who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud
or non-compliance with laws and regulations throughout the audit. For component auditors, we also reviewed the result of their work
performed in this regard.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of
not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve
deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit
procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in
the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/
auditorsresponsibilities. This description forms part of our auditor’s report.
USE OF OUR REPORT
This report is made solely to the Parent Company’s members, as a body, in accordance with our engagement letter dated 20 November
2025. Our audit work has been undertaken so that we might state to the Parent Company’s members those matters we are required
to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Parent Company and the Parent Company’s members as a body, for our audit work, for this report,
or for the opinions we have formed.
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF ASIA STRATEGIC HOLDINGS LIMITED
BDO LLP
Chartered Accountants
London
United Kingdom
9 February 2026
ASIA STRATEGIC HOLDINGS LIMITED AND ITS SUBSIDIARIES ASIA STRATEGIC HOLDINGS LIMITED AND ITS SUBSIDIARIES
8584
The accompanying notes form an integral part of these financial statements.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2025
$ Note 2025 2024
Revenue 4 32,102,067 29,674,015
Cost of services (13,207,615 ) (12,689,487 )
Gross profit 18,894,452 16,984,528
Other income 5 57,951 16,495
Plant and equipment write−off 10 (522,237 ) −
Impairment loss on intangible asset 11 − (4,561,645 )
Administrative and other operating expenses (23,293,712 ) (21,805,999 )
Loss from operations (4,863,546 ) (9,366,621 )
Finance costs 7 (1,493,155 ) (1,341,391 )
Loss before income tax 8 (6,356,701 ) (10,708,012 )
Income tax credit / (expense) 9 79,821 (245,674 )
Loss after income tax (6,276,880 ) (10,953,686 )
Other comprehensive income:
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations 307,515 (47,787 )
Items that will not be reclassified subsequently to profit or loss:
Changes in fair value of equity instruments at FVOCI − (49,363 )
Other comprehensive income for the year, net of tax 307,515 (97,150 )
Total comprehensive income (5,969,365 ) (11,050,836 )
Attributable to owners of the Company:
Loss for the year (6,276,880 ) (10,953,686 )
Total comprehensive income (5,969,365 ) (11,050,836 )
Loss per share ($) basic and diluted 22 (2.08 ) (3.65 )
Asia Strategic Holdings Limited | Financial Statements | Consolidated statement of comprehensive income
$
Note 2025 2024
ASSETS
Non−current assets
Plant and equipment 10 2,910,672 4,113,186
Intangible assets 11 1,974,736 2,105,660
Right-of-use assets 12 16,040,875 11,467,330
Trade and other receivables 15 3,310,080 2,642,315
Total non−current assets 24,236,363 20,328,491
Current assets
Inventories 14 437,715 325,150
Tax recoverable 47,809 −
Trade and other receivables 15 2,401,956 2,700,547
Cash and cash equivalents 16 1,548,372 782,562
Total current assets 4,435,852 3,808,259
Total assets 28,672,215 24,136,750
LIABILITIES AND EQUITY
Liabilities
Non−current liabilities
Contract liabilities 4 4,399,689 1,953,792
Lease liabilities 12 15,422,395 10,211,595
Shareholder’s loans 17 4,225,975 4,756,173
Total non−current liabilities 24,048,059 16,921,560
Current liabilities
Contract liabilities 4 14,480,878 12,471,197
Trade and other payables 18 8,158,155 8,203,557
Lease liabilities 12 2,523,814 2,546,728
Tax payables − 193,034
Total current liabilities 25,162,847 23,414,516
Total liabilities 49,210,906 40,336,076
Equity
Share capital 19 21,919,638 21,919,638
Convertible notes 20 7,255,000 5,730,000
Accumulated losses (50,775,107 ) (44,498,227 )
Other reserves 21 1,061,778 649,263
Total equity (20,538,691 ) (16,199,326 )
Total liabilities and equity 28,672,215 24,136,750
The financial statements were authorised and approved by the Board on 9 February 2026 and signed by
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AT 30 SEPTEMBER 2025
The accompanying notes form an integral part of these financial statements.
Enrico Cesenni, OSI
Director and Chief Executive Officer
Asia Strategic Holdings Limited | Financial Statements | Consolidated statement of financial position
ASIA STRATEGIC HOLDINGS LIMITED AND ITS SUBSIDIARIES ASIA STRATEGIC HOLDINGS LIMITED AND ITS SUBSIDIARIES
8786
$ Note
Share
capital
Convertible
notes
Accumulated
losses
Equity
reserves
Share
option
reserve
Fair
value
reserve
Foreign
exchange
reserve
Other
reserves
total
Total
equity
Balance as at
1 October 2024 21,919,638 5,730,000 (44,498,227 ) (212,271 ) 1,501,930 (762,754 ) 122,358 649,263 (16,199,326 )
Total
comprehensive
income for the
financial year:
Loss for the
financial year − − (6,276,880 ) − − − − − (6,276,880 )
Other
comprehensive
income − − − − − − 307,515 307,515 307,515
Contribution by
owners of the
Company
Issuance of
convertible notes 20 − 1,525,000 − − − − − − 1,525,000
Recognition of
share−based
payments 21 − − − − 105,000 − − 105,000 105,000
Balance as at 30
September 2025 21,919,638 7,255,000 (50,775,107 ) (212,271 ) 1,606,930 (762,754 ) 429,873 1,061,778 (20,538,691 )
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2025
The accompanying notes form an integral part of these financial statements.
Asia Strategic Holdings Limited | Financial Statements | Consolidated statement of changes in equity
$ Note
Share
capital
Convertible
notes
Accumulated
losses
Equity
reserves
Share
option
reserve
Fair
value
reserve
Foreign
exchange
reserve
Other
reserves
total
Total
equity
Balance as at
1 October 2023 21,639,638 5,730,000 (33,544,541 ) (212,271 ) 1,298,100 (713,391 ) 170,145 542,583 (5,632,320 )
Total
comprehensive
income for the
financial year:
Loss for the
financial year − − (10,953,686 ) − − − − − (10,953,686 )
Other
comprehensive
income − − − − − (49,363 ) (47,787 ) (97,150 ) (97,150 )
Contribution by
owners of the
Company
Issuance of shares
in lieu of bonus 19 280,000 − − − − − − − 280,000
Recognition of
share−based
payments 21 − − − − 203,830 − − 203,830 203,830
Balance as at 30
September 2024 21,919,638 5,730,000 (44,498,227 ) (212,271 ) 1,501,930 (762,754 ) 122,358 649,263 (16,199,326 )
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2025
The accompanying notes form an integral part of these financial statements.
Asia Strategic Holdings Limited | Financial Statements | Consolidated statement of changes in equity
ASIA STRATEGIC HOLDINGS LIMITED AND ITS SUBSIDIARIES ASIA STRATEGIC HOLDINGS LIMITED AND ITS SUBSIDIARIES
8988
$
Note 2025 2024
Operating activities
Loss before income tax (6,356,701 ) (10,708,012 )
Adjustments for:
Interest income 5 (5,045 ) (3,187 )
Share-based compensation 6 105,000 203,830
Interest on shareholder’s loans 7 224,802 216,920
Depreciation of plant and equipment 10 1,301,998 1,207,028
Plant and equipment write-off 10 522,237 −
(Gain)/loss on disposal of plant and equipment 10 (4,155 ) 1,657
Amortisation of intangible assets 11 102,741 100,718
Impairment loss on intangible asset 11 − 4,561,645
Amortisation of right-of-use assets 12 2,683,325 2,786,093
Lease modification 12 (19,846 ) −
Lease concession 12 (39,899 ) (13,562 )
Interest on lease liabilities 12 1,268,353 1,120,975
Impairment loss on trade and other receivables 15 3,008 −
Unrealised foreign exchange loss 381,925 (14,694 )
Operating cash flows before working capital changes 167,743 (540,589 )
Working capital changes:
Inventories (112,565 ) (102,755 )
Trade and other receivables (372,182 ) (343,487 )
Trade and other payables (45,402 ) 2,643,089
Contract liabilities 4,455,578 2,331,658
Cash provided from operations 4,093,172 3,987,916
Interest received 5,045 3,187
Income tax paid (161,022 ) (60,008 )
Net cash provided from operating activities 3,937,195 3,931,095
Investing activities
Proceeds from disposal of plant and equipment 8,980 −
Purchase of plant and equipment 10 (710,030 ) (2,484,306 )
Purchase of intangible assets 11 − (105,230 )
Advances to an affiliated company − (688,615 )
Net cash used in investing activities (701,050 ) (3,278,151 )
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2025
Asia Strategic Holdings Limited | Financial Statements | Consolidated statement of cash flows
The accompanying notes form an integral part of these financial statements.
$
Note 2025 2024
Financing activities
Proceeds from shareholder’s loans 17 45,000 1,962,072
Principal paid on lease liabilities 12 (1,956,672 ) (2,209,182 )
Interest paid on lease liabilities 12 (1,268,353 ) (1,120,975 )
Proceeds from convertible notes 20 725,000 −
Net cash used in financing activities (2,455,025 ) (1,368,085 )
Net changes in cash and cash equivalents 781,120 (715,141 )
Effect of exchange rate changes on cash and cash equivalents (15,310 ) 7,891
Cash and cash equivalents at beginning of year 782,562 1,489,812
Cash and cash equivalents at end of year 16 1,548,372 782,562
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2025
Asia Strategic Holdings Limited | Financial Statements | Consolidated statement of cash flows
The accompanying notes form an integral part of these financial statements.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2025
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2025
ASIA STRATEGIC HOLDINGS LIMITED AND ITS SUBSIDIARIES ASIA STRATEGIC HOLDINGS LIMITED AND ITS SUBSIDIARIES
Asia Strategic Holdings Limited | Financial Statements | Notes to the financial statementsAsia Strategic Holdings Limited | Financial Statements | Notes to the financial statements 9190
These notes form an integral part of and should be read in
conjunction with the accompanying financial statements.
1. GENERAL
(Registration Number 201302159D), is a public company limited by
place of business and registered office at 80 Raffles Place #32-01,
Main Market of London Stock Exchange on 22 August 2017.
The principal activities of the Company are management services
to its subsidiaries followed by developing, managing, operating
activities of the subsidiaries are set out in Note 13 to the financial
statements. Related companies in these financial statements refer
to members of the Group.
2. MATERIAL ACCOUNTING POLICIES
2.1 BASIS OF PREPARATION
The financial statements have been prepared in accordance with
International Financial Reporting Standards (“IFRSs”) as adopted
by the European Union and are prepared under the historical cost
convention, except as disclosed in the accounting policies below.
The individual financial statements of each Group entity are
measured and presented in the currency of the primary economic
environment in which the entity operates (its functional currency).
The consolidated financial statements of the Group are presented
in United States Dollar (“$”) which is the functional currency of
the Company and the presentation currency for the consolidated
financial statements.
The preparation of financial statements in compliance with
IFRS requires management to make judgements, estimates and
assumptions that affect the Group’s application of accounting
policies and reported amounts of assets, liabilities, revenue and
expenses. Although these estimates are based on management’s
best knowledge of current events and actions, actual results may
differ from those estimates. The areas where such judgements or
estimates have significant effect on the financial statements are
disclosed in Note 3 to the financial statements.
MYANMAR POLITICAL AND ECONOMIC SITUATION
The business environment in major cities where the Group
operates such as Yangon and Mandalay remain active yet
challenging due to (i) the recent earthquake in Mandalay (ii)
frequent power and telecommunication outages, (iii) trade
restrictions at the border, resulting in inflationary pressure, and (iv)
security risks. The political and economic situation evolves daily
and is expected to improve after the upcoming elections.
IMPACT OF THE MYANMAR EARTHQUAKE AND BUSINESS
CONTINUITY
On 28 March 2025, a 7.7 magnitude earthquake struck central
Myanmar, prompting the National Disaster Management
Committee to declare a State of Emergency across the affected
regions, including Sagaing, Mandalay, Magway, Bago, and
northeastern Shan State. The earthquake caused widespread
disruption to electricity, internet connectivity, water supply and
sanitization services. In response, several countries, including
China, India, the United States and various ASEAN and European
nations, have extended financial aid and humanitarian relief.
Myanmar has now transitioned into the recovery phase. However,
many families remain displaced in temporary shelters or rental
housing due to structural damage and safety concerns. The
humanitarian response remains ongoing, with coordinated efforts
from national authorities, UN agencies, and international NGOs
focused on shelter, health, food security, and infrastructure
rehabilitation. Long-term recovery planning is underway, though
sustainable housing solutions and economic revitalisation remain
key challenges.
While the earthquake had a negligible impact on the Group’s
corporate offices and operations in Yangon, the premises of Wall
Street English, Logiscool, Auston, and Ostello Bello in Mandalay
were significantly affected and were closed from April 2025 until
November 2025. No casualties or serious injuries were reported as
a result of the damage to our schools, hostel, and offices.
Prior to the resumption of physical classes, English language
programs, coding courses, and university lectures were fully
delivered online, minimising operational disruption. For affected
students without internet and/or electricity access, the Group
implemented support measures such as study breaks and course
extensions. In July, Auston resumed university lectures in a
temporary campus.
While the buildings were structurally safe, extensive repairs and
refurbishments were required. Significant judgements were made
on the impact assessment, resulting in the write-off of the carrying
amounts of non-movable items such as leasehold improvements
and furniture & fittings for these sites, totaling $522,237 (Note 10).
In November 2025, Wall Street English, Logiscool and Auston’s
existing sites in Mandalay were refurbished and re-opened. On the
other hand, Management decided to discontinue operations at
the managed hostel, coinciding with the expiration of the ten-year
operation and management agreement.
Despite a challenging macroeconomic environment, demand for
quality education remained resilient, underscoring the essential
role our education division play in communities with limited
alternatives. Our Group’s Services division demonstrated its critical
importance during the recent earthquake, providing vital support
in emergency response operations and safeguarding embassies,
client facilities, and key infrastructure. The Group continuously
monitors and applies appropriate mitigating actions to ensure
the operations in Myanmar remain flexible and adaptable to the
market environment.
As part of the Group’s risk management protocols, cash balances
in Myanmar are limited to the minimum required to maintain
operations. While the Group remains focused on expanding its
current operations in Vietnam, the contribution from both markets
remains an important diversification strategy to mitigate the
overall geographical risk exposure of the Group.
Other than as disclosed above, the Group has considered the
current market environment in the respective countries in which
it operates as at the reporting date and notes that there are no
indicators that warrant material adjustments to the key estimates
and judgements on the recoverability of any assets. The significant
estimates and judgements applied are as disclosed in Note 3 to the
financial statements.
GOING CONCERN ASSUMPTION
Including the one-off plant and equipment write-off of $522,237
(Note 2.1), the Group recorded loss for the year of $6,276,880. As
at reporting date, the Group’s current liabilities and total liabilities
exceeded its current assets and total assets by $20,726,995 and
$20,538,691 respectively. Net current liabilities, excluding contract
liabilities (non-cash item) amounted to $6,246,117.
The Board of Directors have carried out a detailed review of
the Group’s cash flow forecast for twenty-four months from
the financial year ended 30 September 2025 and specifically
considered a going concern review period of 12 months from the
date of this report.
The cash flow forecast has been prepared and stress-tested taking
into consideration the timing of capital expenditures, the general
political and macroeconomic environment and other information
available at the end of the reporting period. The Directors have
evaluated that there are sufficient mitigating actions within
their control, such as further optimising the Group’s operations,
adjustments to operating expenses, and prioritising Group’s capital
expenditures focusing on multi brand sites driving operational
efficiency and synergies.
Other key considerations in the assessment include, among others:
a. The Group develops a detailed business expansion plan and
continuously monitors environmental changes that may impact
its business operations, particularly in Myanmar. For the past
few years, the Myanmar-based businesses have been self-
sustainable;
b. The Group has access to $818,000 in unutilised loan facility as
disclosed in Note 17 to the financial statements;
c. Tuition fees and certain security services are generally collected
up to twelve months in advance of performance with reference
to the terms of the contracts. Refer to Note 4 for further details;
d. The Group’s net cash generated from operating activities
amounted to $712,000 (net of repayments of principal and
interest on lease liabilities) during the current financial year;
e. In support of the Group’s expansion strategy, the Group entered
into a payment plan with a key vendor, subsequent to the
financial year end. As at 30 September 2025, the outstanding
balances owed to the vendor was $2,334,000. Interest at 4%
per annum accrues daily, on any outstanding balances from 1
October 2025. The arrangement matures at 30 September 2027,
at which point the Group may settle the obligation or, subject to
mutual agreement, further extend the repayment terms; and
f. Control over the timing and size of capital expenditures as all
expansionary expenditures are discretionary in nature. Any
capital expenditures in Myanmar would be funded by excess
capital available locally, if any.
The Directors have assessed the Group’s cash flows, forecasts,
planned investments, cash resources, and loan facilities, and are
satisfied that sufficient resources exist to continue operations
for the foreseeable future. No material uncertainties have been
identified that may cast significant doubt on the Group’s ability to
continue as a going concern. Therefore, the financial statements
have been prepared on a going concern basis.
CHANGES IN ACCOUNTING POLICIES
New standards, amendments and interpretations effective from 1
October 2024
On 1 October 2024, the Group adopted the new or amended IFRS
and interpretations to IFRS that are mandatory for application for
the financial year. The adoption of these standards did not result in
significant changes to the Group’s accounting policies and had no
material impact to the Group’s financial statements.
IFRSs ISSUED BUT NOT YET EFFECTIVE
At the date of authorisation of these financial statements, the
following IFRSs were issued, but not yet effective, and have not
been early adopted in these financial statements:
| Standard or | ||
| interpretation | Description | |
| Effective date (annual | ||
| periods beginning on | ||
| or after) | ||
| IAS 21 | ||
| (Amendments) | ||
| Lack of | ||
| Exchangeability | ||
| 1 January 2025 | ||
| IFRS 7, 9 | ||
| (Amendments) | ||
| Amendments to the | ||
| Classification and | ||
| Measurement of | ||
| Financial Instruments | ||
| 1 January 2026 | ||
| IFRS 7, 9 | ||
| (Amendments) | ||
| Contracts Referencing | ||
| Nature-dependent | ||
| Electricity | ||
| 1 January 2026 | ||
| IFRS 19 | ||
| (Amendments) | ||
| Subsidiaries without | ||
| Public Accountability: | ||
| Disclosures | ||
| 1 January 2027 | ||
| IFRS 18 | Presentation and | |
| Disclosure in Financial | ||
| Statements | ||
| 1 January 2027 |
Consequential amendments were also made to various standards
as a result of these new or revised standards.
Except as disclosed below, the Group anticipates that the adoption
of the above standards if applicable, will have no material impact
on the financial statements of the Group in the period of their
adoption.
IFRS 18 PRESENTATION AND DISCLOSURE IN FINANCIAL
STATEMENTS
IFRS 18 replaces IFRS 1 Presentation of Financial Statements and
provides guidance on presentation and disclosure in financial
statements, focusing on the statement of profit or loss.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2025
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2025
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IFRS 18 introduces:
◼ New structure on statement of profit or loss with defined sub-
totals;
◼ Disclosure related to management-defined performance
measures (“MPMs”), which are measures of financial
performance based on a total or sub-total required by
accounting standards with adjustments made (e.g. ‘adjusted
profit or loss’). A reconciliation of MPMs to the nearest total or
sub-total calculated in accordance with accounting standards;
and
◼ Enhanced principles on aggregation and disaggregation of
financial information which apply to the primary financial
statements and notes in general.
IFRS 18 will take effect on 1 January 2027 and management
anticipates that the new requirements will change the current
presentation and disclosure in the financial statements. An impact
assessment regarding the adoption of IFRS 18 is still underway and
has not yet been completed.
AMENDMENTS TO IAS 21: LACK OF EXCHANGEABILITY
IAS 21 has been amended to specify how to assess whether a
currency is exchangeable and how to determine a spot exchange
rate if it is not exchangeable. IAS 21 applies to annual reporting
periods beginning on or after 1 January 2025.
The amendments require all entities to disclose information to help
users understand the impact of a non-exchangeable currency on the
entity’s financial position, financial performance, and cash flows.
The disclosures should include the nature and financial effects of
the exchangeability issue, the spot exchange rate(s) used, and any
estimation techniques and inputs used. Additionally, entities must
provide qualitative information about the risks associated with the
non-exchangeable currency and nature and carrying amount of
assets and liabilities exposed to these risks.
In April 2022, the Central Bank of Myanmar (“CBM”) implemented
foreign exchange control measures requiring all foreign currency
receipts from April 2022 to be converted to Myanmar Kyat (“Kyat”
or “MMK”), restricting conversion of foreign currencies and limiting
offshore remittances. The convertibility and the quantum cannot
be determined with certainty as it is at the discretion of the
Foreign Exchange Supervisory Committee and the Central Bank of
Myanmar’s approval, subject to quotas and priority to purchase
USD given to certain industries. The foreign exchange regulations in
Myanmar remain fluid and subject to unpredictable changes. There
is a lack of exchangeability of MMK to USD within a reasonable time
frame. The Group continuously monitors announcements by the
CBM to manage its currency exposures proactively.
The Group has significant operations in Myanmar and the functional
currency of certain subsidiaries are in Myanmar Kyats. The financial
statements of these subsidiaries are consolidated in the financial
statements of the Group which are presented in United States
dollars. Upon initial adoption, the Group expects to recognise
the cumulative effect as an adjustment to the opening balance of
retained earnings and foreign exchange reserve in the consolidated
financial statements at the date of initial application.
The Group is currently assessing the impact of adoption of
amendments to IAS 21, which has not been finalised.
2.2 BASIS OF CONSOLIDATION
The consolidated financial statements incorporate the financial
statements of the Company and its subsidiaries. Subsidiaries are
entities over which the Group has control. The Group controls
an investee if the Group has power over the investee, exposure
to variable returns from its involvement with the investee, and
the ability to use its power to affect those variable returns. When
elements of control change due to facts and circumstances, a
reassessment of control is required.
Subsidiaries are consolidated from the date on which control
commences until the date on which control ceases.
All intra-group balances and transactions and any unrealised income
and expenses arising from intra-group transactions are eliminated
upon consolidation. Unrealised losses are also eliminated unless
the transaction provides an impairment indicator of the transferred
asset.
The financial statements of the subsidiaries are prepared for the
same reporting period as that of the Company, using consistent
accounting policies. Where necessary, accounting policies of
subsidiaries are changed to ensure consistency with the policies
adopted by the Group.
2.3 BUSINESS COMBINATIONS
The acquisition of subsidiaries is accounted for using the acquisition
method. The consideration transferred for the acquisition is
measured at the aggregate of the fair values, at the date of
exchange, of assets given, liabilities incurred or assumed, and equity
instruments issued by the Group in exchange for control of the
acquiree. Acquisition-related costs are recognised in profit or loss
as incurred. Consideration transferred also includes any contingent
consideration measured at the fair value at the acquisition date.
Subsequent changes in fair value of contingent consideration which
is deemed to be an asset or liability, will be recognised in profit or
loss. The acquiree’s identifiable assets, liabilities and contingent
liabilities that meet the conditions for recognition under IFRS 3 are
recognised at their fair values at the acquisition date.
Where a business combination is achieved in stages, the Group’s
previously held interests in the acquired entity are remeasured to
fair value at the acquisition date (i.e., the date the Group attains
control) and the resulting gain or loss, if any, is recognised in profit
or loss. Amounts arising from interests in the acquiree prior to the
acquisition date that have previously been recognised in other
comprehensive income are reclassified to profit or loss, where such
treatment would be appropriate if that interest were disposed of.
Goodwill arising from an acquisition is recognised as an asset
at the acquisition date and initially measured at the excess of
the sum of the consideration transferred, the amount of any
non-controlling interest in the acquiree and the fair value of the
acquirer’s previously held equity interest (if any) in the entity over
net acquisition-date fair value amounts of the identifiable assets
acquired and the liabilities and contingent liabilities assumed.
Goodwill on acquisition of a subsidiary is recognised separately
as an intangible asset. Goodwill is initially recognised at cost and
subsequently measured at cost less any accumulated impairment
losses.
2.4 REVENUE RECOGNITION
Revenue is recognised when a performance obligation is satisfied.
Revenue is measured based on the consideration of which the
Group expects to be entitled in exchange for transferring promised
good or services to a customer, excluding amounts collected on
behalf of third parties (i.e., sales-related taxes). The consideration
promised in the contracts with customers are derived from fixed
price contracts.
Contract liabilities are deferred revenue comprising tuition fees and
other advance consideration received from customers. Deferred
revenue is recognised as revenue when performance obligations
under its contracts are satisfied.
TUITION FEES
Tuition fees are earned from the provision of educational and
enrichment programs across the Group’s educational businesses,
either in person or online. Tuition fees are recognised over the
duration of the course and when services are rendered with
reference to the terms of the contract on a straight-line basis over
the term of the courses. Sale of merchandise and ancillary fees are
either recognised at the point in time when goods are delivered or
over time on a straight-line basis according to the delivery of the
performance obligations.
SERVICES
The Group provides a broad range of security, risk management,
facility management and training services to customers over a
specified contract period. The performance obligation is satisfied
over time as the customer simultaneously receives and consumes
the benefits of the services. As the Group’s efforts or inputs
are expended throughout the performance period, revenue is
recognised on a straight-line basis over the specified contract
period.
For certain contracts where the Group supplies security equipment
and provides ad-hoc services such as journey management and cash
in transit, revenue is recognised at the point in time when goods
and services are delivered.
2.5 EMPLOYEE BENEFITS
STATUTORY CONTRIBUTIONS
Statutory contributions include defined contribution plans and
social benefits as regulated by the countries where the Group
operates. These statutory contributions are charged as an expense
in the period in which the related service is performed. Defined
contribution plans are post-employment benefit plans under which
the Group pays fixed contributions into state-managed retirement
benefit schemes and has no legal and constructive obligation to pay
further once the payments are made.
2.6 SHARE−BASED PAYMENTS
The Group issues equity-settled share-based payments to certain
employees.
Equity-settled share-based payments are measured at fair value of
the equity instruments (excluding the effect of non-market-based
vesting conditions) at the date of grant. The fair value determined
at the grant date of the equity-settled share-based payments is
expensed on a straight-line basis over the vesting period with a
corresponding credit to the share-based payment reserve, based
on the Group’s estimate of the number of equity instruments that
will eventually vest and adjust for the effect of non-market-based
vesting conditions. At the end of each financial period, the Group
revises the estimate of the number of equity instruments expected
to vest. The impact of the revision to the original estimates, if any, is
recognised in profit or loss over the remaining vesting period with a
corresponding adjustment to the share-based payment reserve.
Fair value of the share options is measured using the Black-
Scholes pricing model. The expected life used in the model has
been adjusted, based on management’s best estimate, for the
effects of non-transferability, exercise restrictions and behavioural
considerations.
For cash-settled share-based payments, a liability and a
corresponding expense equal to the portion of the goods or services
received is recognised at the current fair value determined at the
end of each financial year, with movements recognised in the profit
or loss.
2.7 TAXES
Income tax expense is comprised current tax expense and deferred
tax expense.
CURRENT INCOME TAX
Current income tax expense is the amount of income tax payable
with respect to the taxable profit for a period. Current income tax
liabilities for the current and prior periods shall be measured at the
amount expected to be paid to the taxation authorities, using the
tax rates and tax laws in the countries where the Group operates,
that have been enacted or substantively enacted by the end of the
financial year. Management evaluates its income tax provisions on a
periodic basis.
Current income tax expenses are recognised in profit or loss, except
to the extent that the tax relates to items recognised outside profit
or loss, either in other comprehensive income or directly in equity.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2025
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2025
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DEFERRED TAX
Deferred tax is recognised on all temporary differences between
the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases of assets and
liabilities, except when the temporary difference arises from the
initial recognition of goodwill or other assets and liabilities that
is not a business combination and affects neither the accounting
profit nor taxable profit.
Deferred tax liabilities are recognised for all taxable temporary
differences associated with investments in subsidiaries, except
where the Group can control the timing of the reversal of the
temporary difference and it is probable that the temporary
difference will not reverse in the foreseeable future. Deferred tax
assets are recognised for all deductible temporary differences to
the extent that it is probable that taxable profit will be available
against which the temporary difference can be utilised.
The carrying amount of deferred tax assets is reviewed at the end
of each financial year and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow all
or part of the deferred tax asset to be utilised.
Deferred tax assets and liabilities are measured using the tax rates
expected to apply for the period when the asset is realised or the
liability is settled, based on tax rates and tax law that have been
enacted or substantially enacted by the end of the financial year.
The measurement of deferred tax reflects the tax consequences
that would follow from the way the Group expects to recover or
settle its assets and liabilities.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to set off current tax assets against current tax
liabilities, when they relate to income taxes levied by the same
taxation authority and the Group intends to settle its current tax
assets and liabilities on a net basis.
Deferred tax is recognised in profit or loss, except when it relates
to items recognised outside profit or loss, in which case the
tax is also recognised either in other comprehensive income or
directly in equity, or where it arises from the initial accounting
for a business combination. Deferred tax arising from a business
combination, is considered when calculating goodwill on
acquisitions.
SALES TAX
Revenue, expenses and assets are recognised net of the amount of
sales tax except:
◼ when the sales tax that is incurred on purchase of assets or
services is not recoverable from the taxation authorities,
in which case the sales tax is recognised as part of cost of
acquisition of the asset or as part of the expense item as
applicable; and
◼ receivables and payables that are stated with the amount of
sales tax included.
The net amount of sales tax recoverable from, or payable to, the
taxation authority is included as part of receivables or payables in
the statement of financial position.
2.8 FOREIGN CURRENCY TRANSACTIONS AND
TRANSLATION
In preparing the financial statements of the individual entities,
transactions in currencies other than the entity’s functional
currency (“foreign currencies”) are recorded at the rate of
exchange prevailing on the date of the transaction. At the end
of each financial year, monetary items denominated in foreign
currencies are retranslated at the rates prevailing as of the end of
the financial year. Non-monetary items carried at fair value that
are denominated in foreign currencies are retranslated at the rates
prevailing on the date when the fair value was determined. Non-
monetary items that are measured in terms of historical cost in a
foreign currency are not retranslated.
Exchange differences arising on the settlement and retranslation
of monetary items are included in profit or loss for the period.
Exchange differences arising on the retranslation of non-monetary
items carried at fair value are included in profit or loss for the
period except for differences arising on the retranslation of
non-monetary items with respect to gains and losses that are
recognised directly in equity. For such non-monetary items, any
exchange component of that gain or loss is also recognised directly
in equity.
For the purpose of presenting consolidated financial statements,
the assets and liabilities of the Group’s foreign operations
(including comparatives) are expressed in United States Dollar
using exchange rates prevailing at the end of the financial year.
Income and expense items (including comparatives) are translated
at the average exchange rates for the period, unless exchange
rates fluctuated significantly during that period, in which case the
exchange rates at the dates of the transactions are used. Exchange
differences arising are recognised initially in other comprehensive
income and accumulated in the Group’s foreign exchange reserve.
On consolidation, exchange differences arising from the translation
of the net investment in foreign entities (including monetary items
that, in substance, form part of the net investment in foreign
entities), and of borrowings and other currency instruments
designated as hedges of such investments, are recognised in the
foreign exchange reserve.
On disposal of a foreign operation, the accumulated foreign
exchange reserve relating to that operation is reclassified to profit
or loss.
Goodwill and fair value adjustments arising on the acquisition of a
foreign operation are treated as assets and liabilities of the foreign
operation and translated at the closing rate.
2.9 PLANT AND EQUIPMENT
All items of plant and equipment are initially recognised at
cost. The cost includes its purchase price and any costs directly
attributable to bringing the asset to the location and condition
necessary for it to be capable of operating in the manner intended
by management. Dismantlement, removal or restoration costs are
included as part of the cost if the obligation for dismantlement,
removal or restoration is incurred as a consequence of acquiring or
using the plant and equipment.
Subsequent expenditure on a plant and equipment item is added
to the carrying amount of the item if it is probable that future
economic benefits associated with the item will flow to the Group
and the cost can be measured reliably. All other costs of servicing
are recognised in profit or loss when incurred.
Plant and equipment are subsequently stated at cost less
accumulated depreciation and any accumulated impairment
losses.
Depreciation is calculated using the straight-line method to
allocate the depreciable amounts over their estimated useful lives
on the following basis:
| Computers and books | 3 – 5 years |
| Furniture and fittings | 3 – 7 years |
| Motor vehicles | 6 – 10 years |
| Leasehold improvements | 3 – 5 years |
No depreciation is charged on construction-in-progress as the
assets are not yet ready for their intended use as at the end of the
reporting period.
The carrying values of plant and equipment are reviewed for
impairment when events or changes in circumstances indicate that
the carrying value may not be recoverable.
The estimated useful lives, residual values and depreciation
methods are reviewed, and adjusted as appropriate, at the end of
each financial period.
A plant and equipment item is derecognised upon disposal or
when no future economic benefits are expected from its use or
disposal.
The gain or loss arising on disposal or retirement of a plant and
equipment item is determined as the difference between the sales
proceeds and the carrying amount of the asset and is recognised in
profit or loss.
2.10 INTANGIBLE ASSETS
GOODWILL
Goodwill arising on the acquisition of a subsidiary or business
represents the excess of the consideration transferred, the amount
of any non-controlling interests in the acquiree and the acquisition
date fair value of any previously held equity interest in the
acquiree over the acquisition date fair value of the identifiable
assets, liabilities and contingent liabilities of the subsidiary
recognised at the date of acquisition.
Goodwill on subsidiary is recognised separately as intangible
assets. Goodwill is initially recognised at cost and subsequently
measured at cost less any accumulated impairment losses.
For the purpose of impairment testing, goodwill is allocated to
each of the Group’s cash-generating units (“CGUs”) expected to
benefit from the synergies of the combination. CGUs to which
goodwill has been allocated are tested for impairment annually,
or more frequently when there is an indication that the unit may
be impaired. If the recoverable amount of the CGU is less than
the carrying amount of the unit, the impairment loss is allocated
first to reduce the carrying amount of any goodwill allocated
to the unit and then to the other assets of the unit pro-rata on
the basis of the carrying amount of each asset in the unit. An
impairment loss recognised for goodwill is not reversed in a
subsequent period.
On disposal of a subsidiary, the attributable amount of goodwill
is included in the determination of the gain or loss on disposal.
INTANGIBLE ASSETS ACQUIRED IN A BUSINESS
COMBINATION
Intangible assets acquired in a business combination are
identified and recognised separately from goodwill if the assets
and their fair values can be measured reliably. The cost of such
intangible assets is their fair value as at the acquisition date.
Subsequent to initial recognition, intangible assets acquired in
a business combination are reported at cost less accumulated
amortisation and any accumulated impairment losses, on the
same basis as intangible assets acquired separately.
Intangible assets with finite useful lives are amortised over the
estimated useful lives and assessed for impairment whenever
there is an indication that the intangible asset may be impaired.
The amortisation period and the amortisation method are
reviewed at least at each financial period-end. Changes in the
expected useful life or the expected pattern of consumption of
future economic benefits embodied in the asset is accounted for
by changing the amortisation period or method, as appropriate,
and are treated as changes in accounting estimates. The
amortisation expense on intangible assets with finite useful lives
is recognised in profit or loss.
An intangible asset is derecognised upon disposal or when no
future economic benefits are expected from its use of disposal.
Any gain or loss on derecognition of the asset is included in profit
or loss in the financial period the asset is derecognised.
2.11 IMPAIRMENT OF NON−FINANCIAL ASSETS
EXCLUDING GOODWILL
At the end of each financial period, the Group reviews the
carrying amounts of its non-financial assets to determine
whether there is any indication that those assets have suffered
an impairment loss. If any such indication exists, the recoverable
amount of the asset is estimated in order to determine the
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2025
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2025
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extent of the impairment loss,if any. Where it is not possible to
estimate the recoverable amount of an individual asset, the Group
estimates the recoverable amount of the cash-generating unit to
which the asset belongs.
Intangible assets with indefinite useful lives and intangible assets
not yet available for use are tested for impairment annually, and
whenever there is an indication that the asset may be impaired.
The recoverable amount of an asset or CGU is the higher of its
fair value less costs to sell and its value in use. In assessing value
in use, the estimated future cash flows are discounted to their
present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks
specific to the asset.
If the recoverable amount of an asset (or CGU) is estimated to be
less than its carrying amount, the carrying amount of the asset (or
CGU) is reduced to its recoverable amount. An impairment loss is
recognised immediately in profit or loss.
Where an impairment loss subsequently reverses, the carrying
amount of the asset (CGU) is increased to the revised estimate of
its recoverable amount, but the increased carrying amount does
not exceed the carrying amount that would have been determined
had no impairment loss been recognised for the asset (or CGU)
in prior years. A reversal of an impairment loss is recognised
immediately in profit or loss.
2.12 FINANCIAL INSTRUMENTS
The Group recognises a financial asset or a financial liability in its
statement of financial position when, and only when, the Group
becomes party to the contractual provisions of the instrument.
FINANCIAL ASSETS
The Group classifies its financial assets into one of the categories
below, depending on the Group’s business model for managing
the financial assets as well as the contractual terms of the cash
flows of the financial asset. The Group shall reclassify its affected
financial assets when, and only when, the Group changes its
business model for managing these financial assets. The Group’s
accounting policy for each category is detailed below.
Amortised cost
These assets arise principally from the provision of goods and
services to customers (e.g. trade receivables), but also incorporate
other types of financial assets where the objective is to hold these
assets in order to collect contractual cash flows and the contractual
cash flows are solely payments of principal and interest. They
are initially recognised at fair value plus transaction costs that
are directly attributable to their acquisition or issue, and are
subsequently carried at amortised cost using the effective interest
rate method less provision for impairment. Interest income from
these financial assets is included in interest income using the
effective interest rate method.
Impairment provisions for trade receivables are recognised
based on the simplified approach within IFRS 9 using the lifetime
expected credit losses. During this process, the probability of the
non-payment of the trade receivables is assessed. This probability
is then multiplied by the amount of the expected loss arising
from default to determine the lifetime expected credit loss for
the trade receivable. For trade receivables, which are reported
net of impairments, such provisions are recorded in a separate
provision account with the loss being recognised in the consolidated
statement of comprehensive income. On confirmation that the
trade receivable will not be collectable, the gross carrying value of
the asset is written off against the associated provision.
Impairment provisions for other receivables are recognised based
on a forward-looking expected credit loss. The methodology used to
determine the amount of the provision is based on whether, at each
reporting date, there has been a significant increase in credit risk
since initial recognition of the financial asset. For those where the
credit risk has not increased significantly since initial recognition of
the financial asset, twelve month expected credit losses along with
gross interest income are recognised. For those that are determined
to be credit impaired, lifetime expected credit losses along with
interest income on a net basis are recognised.
The Group’s financial assets measured at amortised cost are
comprised of trade and other receivables (excluding prepayments
and sales tax) and cash and cash equivalents in the consolidated
statement of financial position.
Derecognition of financial assets
The Group derecognises a financial asset only when the contractual
rights to the cash flows from the asset expire, or it transfers
the financial asset and substantially all the risks and rewards of
ownership of the asset to another entity.
FINANCIAL LIABILITIES AND EQUITY INSTRUMENTS
Classification as debt or equity
Financial liabilities and equity instruments issued by the Group
are classified according to the substance of the contractual
arrangements entered into and the definitions of a financial liability
and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual
interest in the assets of the Group after deducting all its liabilities.
Equity instruments are recorded at the proceeds received, net of
direct issue costs. The Company classifies ordinary shares as equity
instruments.
Financial liabilities
The Group classifies all financial liabilities measured at amortised
cost.
Trade and other payables
Trade and other payables, excluding sales tax, are initially measured
at fair value, net of transaction costs, and are subsequently
measured at amortised cost, where applicable, using the effective
interest method.
Loans from a shareholder
Interest-bearing loans from a shareholder are initially measured at
fair value, net of transaction costs, and are subsequently measured
at amortised cost, using the effective interest method.
Convertible notes
The classification test of convertible notes as equity or as a liability
is based on the substance of the contractual arrangement. If there
is no obligation for the Group to pay cash to the holders or to settle
the convertible notes with a variable number of the Company’s
ordinary shares, they are classified as equity. In all other cases,
the instrument is accounted for as a liability. Upon issuance, the
convertible notes are measured at the transaction price including
qualifying issuance costs. Convertible notes accounted for as
equity instruments are subsequently not remeasured. Upon
settlement of equity-classified convertible notes by issuance of
ordinary shares, upon conversion or by early redemption at the
option of the Company, all amounts are directly recognised in
equity.
The convertible notes issued by the Company are convertible
at maturity only into a fixed number of ordinary shares of the
Company. The holders have no right to demand repayment of the
convertible notes from the Company.
The net proceeds of the convertible notes issued, including any
directly attributable transaction costs, are classified entirely as
equity.
If the convertible notes are redeemed before its maturity date, the
difference between any redemption consideration and the carrying
amounts of the convertible notes are directly recognised in equity
at the date of transaction.
2.13 CASH AND CASH EQUIVALENTS
Cash and cash equivalents in the statement of financial position
is comprised of cash on hand, cash at bank and demand deposits
which are readily convertible to known amounts of cash, with a
term of three months or less and are subject to insignificant risk of
changes in value.
2.14 LEASES
AS LESSEE
All leases are accounted for by recognising a right-of-use asset and
a lease liability except for:
◼ leases of low value assets; and
◼ leases with a duration of twelve months or less.
The payments for leases of low value assets and short−term leases
are recognised as an expense on a straight−line basis over the
lease term.
INITIAL MEASUREMENT
Lease liabilities are measured at the present value of the
contractual lease payments over the lease term, discounted using
the Group’s incremental borrowing rate at the commencement
date of the lease.
Variable lease payments are only included in the measurement
of the lease liability if it is depending on an index or rate. In such
cases, the initial measurement of the lease liability assumes the
variable element will remain unchanged throughout the lease
term. Other variable lease payments are expensed in the period to
which they relate.
Upon initial recognition, the carrying amount of lease liabilities
also includes:
◼ amounts expected to be payable under any residual value
guarantee;
◼ the exercise price of any purchase option granted in favour of
the Group, if it is certain to assess that option; and
◼ any penalties payable for terminating the lease, if the term
of the lease has been estimated on the basis of a termination
option being exercised.
Right-of-use assets are initially measured at the amount of lease
liabilities, reduced by any lease incentives received and increased
for:
◼ lease payments made at or before commencement of the lease;
◼ initial direct costs incurred; and
◼ the amount of any provision recognised where the Group is
contractually required to dismantle, remove or restore the
leased asset.
The Group presents the right-of-use assets and lease liabilities
separately from other assets and other liabilities in the
consolidated statement of financial position.
SUBSEQUENT MEASUREMENT
Right-of-use assets are subsequently measured at cost less any
accumulated amortisation, any accumulated impairment loss
and, if applicable, adjusted for any remeasurement of the lease
liabilities. The right-of-use assets under the cost model are
amortised on a straight-line basis over the shorter of either the
remaining lease term or the remaining useful life of the right-of-
use assets using the straight-line method, on the following bases:
| Years | |
| International school building | 10 |
| Office premises and schools | 1 – 10 |
If the lease transfers ownership of the underlying asset by the end
of the lease term or if the cost of the right-of-use asset reflects that
the Group will exercise the purchase option, the right-of-use assets
are depreciated over the useful life of the underlying asset.
The carrying amount of right-of-use assets are reviewed for
impairment when events or changes in circumstances indicate
that the right-of-use asset may be impaired. The accounting
policy on impairment is as described in Note 2.11 to the financial
statements.
Subsequent to initial measurement, lease liabilities are adjusted
to reflect interest charged at a constant periodic rate over the
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2025
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2025
ASIA STRATEGIC HOLDINGS LIMITED AND ITS SUBSIDIARIES ASIA STRATEGIC HOLDINGS LIMITED AND ITS SUBSIDIARIES
Asia Strategic Holdings Limited | Financial Statements | Notes to the financial statementsAsia Strategic Holdings Limited | Financial Statements | Notes to the financial statements 9998
remaining lease liabilities, lease payments made and, if applicable,
account for any remeasurement due to reassessment or lease
modifications.
After the commencement date, interest on the lease liabilities and
variable lease payments not included in the measurement of the
lease liabilities are recognised in profit or loss, unless the costs
are eligible for capitalisation in accordance with other applicable
standards.
When the Group revises its estimate of any lease term (i.e.
probability of extension or termination option being exercised),
it adjusts the carrying amount of the lease liability to reflect the
payments over the revised term. The carrying amount of lease
liabilities is similarly revised when the variable element of a future
lease payment, dependent on a rate or index, is revised. In both
cases, an equivalent adjustment is made to the carrying amount
of the right-of-use assets. If the carrying amount of the right-of-
use assets is reduced to zero and there is a further reduction in
the measurement of lease liabilities, the remaining amount of the
remeasurement is recognised directly in profit or loss.
When the Group renegotiates the contractual terms of a lease with
a lessor, the accounting treatment depends on the nature of the
modification:
◼ If the renegotiation results in one or more additional assets
being leased for an amount commensurate with the standalone
price for the additional right-of-use obtained, the modification
is accounted for as a separate lease in accordance with the
above policy;
◼ In all other cases where the renegotiation changes the scope of
the lease (i.e., extension to the lease term, changes to the lease
payments, or one or more additional assets being leased), the
lease liability is remeasured using the discount rate applicable
on the modification date, with the right-of-use asset being
adjusted by the same amount;
◼ If the renegotiation results in a decrease in scope of the lease,
both the carrying amount of the lease liability and right-of-
use asset are reduced by the same proportion to reflect the
partial or full termination of the lease with any difference being
recognised in profit or loss. The lease liability is then further
adjusted to ensure its carrying amount reflects the amount of
the renegotiated payments over the renegotiated term, with
the modified lease payments discounted at the rate applicable
on the modification date. The right-of-use asset is adjusted by
the same amount.
For lease contracts that convey a right to use an identified asset
and require services to be provided by a lessor, the Group has
elected to allocate any amount of contractual payments to, and
account separately for, any services provided by a lessor as part of
the contract.
2.15 SEGMENT REPORTING
Operating segments are reported in a manner consistent with
the internal reporting provided to the chief operating decision-
maker. The chief operating decision-maker, who is responsible
for allocating resources and assessing the performance of the
operating segments, has been identified as the Group Chief
Executive Officer.
3. CRITICAL ACCOUNTING JUDGEMENTS AND
KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Group’s accounting policies, which are
described in Note 2 to the financial statements, management
made judgements, estimates and assumptions about the carrying
amounts of assets and liabilities that were not readily apparent
from other sources. The estimates and associated assumptions
were based on historical experience and other factors that were
reasonable under the circumstances. Actual results may differ from
these estimates.
These 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.
3.1 CRITICAL JUDGEMENT MADE IN APPLYING THE
ENTITY’S ACCOUNTING POLICIES
There are no critical judgements, apart from Note 2.1 and those
involving estimations (see below) that management has made in
the process of applying the Group’s accounting policies and which
have a significant effect on the amounts recognised in the financial
statements.
3.2 KEY SOURCES OF ESTIMATION UNCERTAINTY
The key assumptions concerning the future and other key sources
of estimation uncertainty at the end of the financial period, that
have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial
year, are discussed below.
(i) Loss allowance for trade and other receivables
The Group uses the simplified approach to calculate expected
credit losses (“ECLs”) for trade receivables. The provision rates
are based on various customers’ historical observed default
rates.
The Group will consider and evaluate the historical credit loss
experience with forward-looking information. For instance,
if forecast economic conditions are expected to deteriorate
over the next year which can lead to an increased number
of defaults in the customers, the historical default rates are
adjusted. At the end of each financial year, the historical
observed default rates are updated and changes in the
forward-looking estimates are analysed.
The assessment of the correlation between historical observed
default rates, forecast economic conditions and ECLs is
a significant estimate. The amount of ECLs is sensitive to
changes in circumstances and of forecast economic conditions.
The Group’s historical credit loss experience and forecast
of economic conditions may also not be representative of
customers’ actual defaults in the future.
Other than trade receivables, the Group assess the credit risk
of other receivables and loans to a subsidiary at each financial
year end on an individual basis, to determine whether there
have been significant increases in credit risk since the initial
recognition of these assets. To determine whether there is a
significant increase in credit risks, the Group consider factors
such as whether the debtors are facing significant financial
difficulties, any default or significant delay in payments.
Where there is a significant increase in credit risk, the Group
determine the lifetime expected credit loss by considering the
loss given default, the probability of default and exposure at
default assigned to each counterparty.
These financial assets are written off either partially or in full
when there is no realistic prospect of recovery. This is generally
the case when the Group determines that the debtor does not
have assets or sources of income that could generate sufficient
cash flows to repay the amount subject to the write-offs.
The carrying amounts of the trade and other receivables as at
30 September 2025 are disclosed in Note 15 to the financial
statements.
(ii) Impairment of goodwill
Management determines whether goodwill is impaired at
least on an annual basis and as and when there is an indication
that goodwill and other intangible assets may be impaired.
This requires an estimation of the value-in-use of the CGUs to
which the goodwill is allocated. Estimating the value-in-use
requires the Group to make an estimate of the expected future
cash flows from the CGU and also to choose a suitable growth
rate and discount rate in order to calculate the present value of
those cash flows.
The Group’s carrying amount of intangible assets as at 30
September 2025 and details of the impairment assessment
and key assumptions used were disclosed in Note 11 to the
financial statements.
(iii) Impairment of non-financial assets including plant and
equipment, right-of-use assets (“ROU”) and intangible assets
excluding goodwill
The Group carries out impairment assessments for non-
financial assets where there are indications of impairment. In
carrying out the impairment assessment, management has
identified the CGUs which the non-financial assets belong
and determined the recoverable amounts of the CGUs by
estimating the expected discounted future cash flows over the
remaining useful lives of the non-financial assets. Estimating
the recoverable amounts requires the Group to determine a
suitable revenue growth rate, discount rate and to make an
estimate of the expected future cash flows from the CGU to
calculate the present value of those cash flows.
The carrying amounts of plant and equipment, intangible
assets and right-of-use assets as at 30 September 2025 are as
disclosed in Note 10, Note 11 and Note 12, respectively to the
financial statements.
(iv) Measurement of lease liabilities
Lease liabilities are measured at the present value of the
contractual payments due to the lessor over the lease term.
The Group has determined the discount rates with reference
to the respective lessee’s incremental borrowing rates when
the rate inherent in the lease is not readily determinable.
The Group obtains the relevant market interest rates after
considering the applicable currency of the lease payments and
the geographical location where the lessee operates as well as
the term of the lease. Management takes into account its own
credit spread from recent borrowings and other observable
market data to adjust the market interest rate derived from
comparable economic environments, lease terms, and values.
The incremental borrowing rate applied to lease liabilities
as at 30 September 2025 ranges from 8.5% to 12.5% (2024:
8.0% to 10.0%). The carrying amount of lease liabilities as at
30 September 2025 is as disclosed in Note 12 to the financial
statements.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2025
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2025
ASIA STRATEGIC HOLDINGS LIMITED AND ITS SUBSIDIARIES ASIA STRATEGIC HOLDINGS LIMITED AND ITS SUBSIDIARIES
Asia Strategic Holdings Limited | Financial Statements | Notes to the financial statementsAsia Strategic Holdings Limited | Financial Statements | Notes to the financial statements 101100
4. REVENUE
DISAGGREGATION OF REVENUE
The Group has disaggregated revenue into various categories in the following table which is intended to:
◼ illustrate how the nature, amount, timing and uncertainty of revenue and cash flows are influenced by economic factors; and
◼ help users understand the linkage between this information and the revenue segment disclosures provided in Note 25 to the financial
statements.
| Education | Services | Total | ||||
| $ | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 |
| Service fees | − | − | 7,131,798 | 7,002,570 | 7,131,798 | 7,002,570 |
| Tuition fees | 24,970,269 | 22,671,445 | − | − | 24,970,269 | 22,671,445 |
| 24,970,269 | 22,671,445 | 7,131,798 | 7,002,570 | 32,102,067 | 29,674,015 | |
| Transfer of services timing | ||||||
| Point in time | 357,429 | 23,085 | 500,453 | 826,023 | 857,882 | 849,108 |
| Over time | 24,612,840 | 22,648,360 | 6,631,345 | 6,176,547 | 31,244,185 | 28,824,907 |
| 24,970,269 | 22,671,445 | 7,131,798 | 7,002,570 | 32,102,067 | 29,674,015 |
The timing of revenue recognition would affect the amount of revenue and deferred revenue recognised as at the reporting date in the
consolidated statement of financial position.
| $ | 2025 | 2024 |
| Contract liabilities | ||
| Deferred revenue | 18,880,567 | 14,424,989 |
| Analysed as: | ||
| Current | 14,480,878 | 12,471,197 |
| Non-current | 4,399,689 | 1,953,792 |
| 18,880,567 | 14,424,989 |
(a) Significant changes in contract liabilities are as detailed below:
| $ | 2025 | 2024 |
| At 1 October | 14,424,989 | 12,093,331 |
| Cash received in advance of performance and not recognised as revenue | 30,357,376 | 26,175,167 |
| Revenue recognised during the financial year: | ||
| - On contract liabilities balances at beginning of financial year | (11,643,390) | (13,247,340) |
| - On cash received in advance during financial year | (13,957,360) | (10,564,950) |
| (25,600,750) | (23,812,290) | |
| Foreign exchange difference | (301,048) | (31,219) |
| At 30 September | 18,880,567 | 14,424,989 |
(b) Remaining performance obligations
Current and non-current deferred revenue represents cash received in advance of the Group’s performance obligations. This amount
will be recognised as revenue in accordance with the following schedule:
(i) Tuition fees are generally collected up to twelve months in advance (2024: same). For certain students who prepay beyond twelve
months in advance, amounts are received ahead of performance in accordance with the specific terms of the individual contracts.
(ii) Fees for certain security services are collected six to twelve months (2024: six to twenty-four months) of service delivery, in
accordance with the specific terms of the respective customer contracts.
The revenue amount to be recognised in the next financial years (“FY”), based on when the remaining performance obligations under these
contracts are expected to be satisfied, is presented as follows:
| $ | |||
| 2026 | |||
| Recognised in FY | |||
| 2027 to 2028 | Total | ||
| 2025 | |||
| Tuition fees | 14,169,312 | 4,399,689 | 18,569,001 |
| Service fees | 311,566 | − | 311,566 |
| 14,480,878 | 4,399,689 | 18,880,567 |
| $ | |||
| 2025 | |||
| Recognised in FY | |||
| 2026 to 2027 | Total | ||
| 2024 | |||
| Tuition fees | 12,125,913 | 1,953,792 | 14,079,705 |
| Service fees | 345,284 | − | 345,284 |
| 12,471,197 | 1,953,792 | 14,424,989 |
5. OTHER INCOME
| $ | 2025 | 2024 |
| Interest income from bank deposits | 5,045 | 3,187 |
| Others | 52,906 | 13,308 |
| 57,951 | 16,495 |
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2025
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2025
ASIA STRATEGIC HOLDINGS LIMITED AND ITS SUBSIDIARIES ASIA STRATEGIC HOLDINGS LIMITED AND ITS SUBSIDIARIES
Asia Strategic Holdings Limited | Financial Statements | Notes to the financial statementsAsia Strategic Holdings Limited | Financial Statements | Notes to the financial statements 103102
6. EMPLOYEE BENEFITS EXPENSE
| $ | 2025 | 2024 |
| Wages and salaries | 15,867,003 | 15,106,782 |
| Statutory contributions and defined contribution plans | 718,895 | 734,233 |
| Share-based payments - share options (Note 21(d)) | 105,000 | 203,830 |
| Staff accommodation and welfare | 535,594 | 362,499 |
| Staff insurance and medical expenses | 253,929 | 247,611 |
| Termination benefits | 61,855 | 20,752 |
| Others | 275,456 | 285,066 |
| 17,817,732 | 16,960,773 | |
| Total employee benefit expenses, comprised of: | ||
| Cost of services | 8,534,267 | 7,672,756 |
| Administrative and other operating expenses | 9,283,465 | 9,288,017 |
| 17,817,732 | 16,960,773 |
The above includes Directors’ fees and remuneration as disclosed in Note 23 to the financial statements.
7. FINANCE COSTS
| $ | 2025 | 2024 |
| Interest expense | ||
| - Lease liabilities (Note 12) | 1,268,353 | 1,120,975 |
| - Loans from a shareholder (Note 17) | 224,802 | 216,920 |
| - Others | − | 3,496 |
| 1,493,155 | 1,341,391 |
Borrowing costs are recognised in profit or loss in the period in which they are incurred using the effective interest method.
8. LOSS BEFORE INCOME TAX
Depreciation and amortisation expenses relating to plant and equipment and intangible assets directly attributable to the provision of
services and for operating activities are included in the “cost of services” and “administrative and other operating expenses”, respectively in
the consolidated statement of comprehensive income.
In addition to the charges disclosed elsewhere in the financial statements, the loss before income tax includes the following:
| $ | 2025 | 2024 |
| Cost of services: | ||
| Academic expenses | 2,255,030 | 2,138,634 |
| Security service expenses | 614,690 | 1,019,759 |
| Depreciation of plant and equipment | 132,632 | 144,303 |
| Amortisation of intangible assets | 3,128 | 3,147 |
| Administrative and other operating expenses: | ||
| Marketing expenses | 3,124,276 | 3,480,502 |
| Professional fees | 889,017 | 853,766 |
| Travelling expenses | 426,036 | 341,131 |
| Foreign exchange loss, net | 2,794,062 | 1,455,135 |
| (Gain) / loss on disposal of plant and equipment | (4,155) | 1,657 |
| Depreciation of plant and equipment | 1,169,366 | 1,062,725 |
| Amortisation of right-of-use assets | 2,683,325 | 2,786,093 |
| Amortisation of intangible assets | 99,613 | 97,571 |
| Loss allowance on trade and other receivables | 3,008 | − |
9. INCOME TAX EXPENSE
| $ | 2025 | 2024 |
| Current income tax (credit) / expense | ||
| Current financial year | (65,610) | 245,674 |
| Over provision in previous financial year | (14,211) | − |
| Total income tax (credit) / expense recognised in profit or loss | (79,821) | 245,674 |
The corporate income tax rate applicable to the Company and its subsidiaries in Singapore is 17% (2024: 17%). The Group has significant
operations in Myanmar and Vietnam. The applicable corporate income tax rates are 22% (2024: 22%) for Myanmar and 20% (2024: 20%) for
Vietnam. Taxation for other jurisdictions is calculated at the rates prevailing in the relevant jurisdictions.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2025
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2025
ASIA STRATEGIC HOLDINGS LIMITED AND ITS SUBSIDIARIES ASIA STRATEGIC HOLDINGS LIMITED AND ITS SUBSIDIARIES
Asia Strategic Holdings Limited | Financial Statements | Notes to the financial statementsAsia Strategic Holdings Limited | Financial Statements | Notes to the financial statements 105104
The reconciliation between income tax expense and the product of accounting losses multiplied by the applicable corporate tax rates of the
respective countries where the Group operates, are as follows:
| $ | 2025 | 2024 |
| Loss before income tax | (6,356,701) | (10,708,012) |
| (Tax credits)/Taxable income at the domestic rates applicable to (losses)/ | ||
| profits in the country concerned | (1,250,565) | (1,988,383) |
| Tax effect of non−allowable expenses | 429,971 | 1,462,683 |
| Deferred tax assets not recognised | 836,368 | 1,030,969 |
| Utilisation of previously unrecognised deferred tax | (81,384) | (259,595) |
| Over provision of prior year income tax | (14,211) | − |
| Total income tax (credit)/expense recognised in profit or loss | (79,821) | 245,674 |
Deferred tax assets have not been recognised in respect of the following items:
| 2025 | 2024 | |||||
| $ | Singapore | Myanmar | Vietnam | Singapore | Myanmar | Vietnam |
| Unutilised tax losses | 4,431,974 | 4,273,637 | 14,063,916 | 4,732,273 | 2,949,792 | 11,489,969 |
| Other temporary differences | 669 | − | − | 669 | − | − |
| 4,432,643 | 4,273,637 | 14,063,916 | 4,732,942 | 2,949,792 | 11,489,969 | |
| Unrecognised deferred tax | ||||||
| assets on the above temporary | ||||||
| differences | 753,549 | 940,200 | 2,812,783 | 804,600 | 648,954 | 2,297,994 |
The unutilised tax losses above are subject to the agreement by the Myanmar, Vietnam and Singapore tax authorities. Deferred tax assets
have not been recognised as it is uncertain that there will be sufficient future taxable profits to realise these future benefits. Accordingly,
these deferred tax assets have not been recognised in the financial statements of the Group in accordance with the accounting policy in Note
2.7 to the financial statements.
The unutilised tax losses of Myanmar and Vietnam subsidiaries may be carried forward for a maximum period of three and five years,
respectively, and the unutilised tax losses of Singapore subsidiaries may be carried indefinitely subject to the conditions imposed by law.
The expiry dates of the Myanmar and Vietnam unutilised tax losses are as follows:
| 2025 | 2024 | |||
| $ | Myanmar | Vietnam | Myanmar | Vietnam |
| Within the next twelve months | 917,866 | 150,708 | 199,169 | 1,520,724 |
| After twelve months but before 24 months | 1,665,875 | 2,301,523 | 946,871 | 150,708 |
| After 24 months but before 36 months | 1,689,896 | 2,758,140 | 1,803,752 | 2,301,523 |
| After 36 months but before 48 months | − | 4,758,874 | − | 2,758,140 |
| After 48 months | − | 4,094,671 | − | 4,758,874 |
| 4,273,637 | 14,063,916 | 2,949,792 | 11,489,969 |
The unutilised tax losses disclosed for financial year ended 30 September 2024 have been revised based on the latest approved tax
assessment from the Inland Revenue of Singapore and the General Department of Taxation of Vietnam, respectively, as detailed below:
a. Singapore from $4,972,253 to $4,732,942; and
b. Vietnam from $10,374,784 to $11,489,969.
10. PLANT AND EQUIPMENT
| $ | ||||||
| Leasehold | ||||||
| improvements | ||||||
| Furniture | ||||||
| and fittings | ||||||
| Computers | ||||||
| and books | ||||||
| Motor | ||||||
| vehicles | ||||||
| Construction | ||||||
| in−progress | Total | |||||
| Cost | ||||||
| Balance as at 1 October 2024 | 4,312,885 | 1,423,845 | 1,353,564 | 63,253 | 56,709 | 7,210,256 |
| Additions | 452,860 | 144,936 | 58,003 | − | 54,231 | 710,030 |
| Transfers | 72,667 | − | − | − | (72,667) | − |
| Disposals | − | (12,231) | (1,870) | − | − | (14,101) |
| Write−off (Note 2.1) | (781,416) | (100,490) | (661) | − | − | (882,567) |
| Foreign exchange difference | (98,150) | (28,795) | (18,542) | (1,484) | (2,945) | (149,916) |
| Balance as at 30 September 2025 | 3,958,846 | 1,427,265 | 1,390,494 | 61,769 | 35,328 | 6,873,702 |
| Accumulated depreciation | ||||||
| Balance as at 1 October 2024 | 1,621,001 | 706,562 | 737,917 | 31,590 | − | 3,097,070 |
| Depreciation for the year | 704,729 | 297,487 | 292,655 | 7,127 | − | 1,301,998 |
| Disposals | − | (7,731) | (1,545) | − | − | (9,276) |
| Write−off (Note 2.1) | (318,394) | (41,532) | (404) | − | − | (360,330) |
| Foreign exchange difference | (38,884) | (17,164) | (10,024) | (360) | − | (66,432) |
| Balance as at 30 September 2025 | 1,968,452 | 937,622 | 1,018,599 | 38,357 | − | 3,963,030 |
| Net carrying amount | ||||||
| Balance as at 30 September 2025 | 1,990,394 | 489,643 | 371,895 | 23,412 | 35,328 | 2,910,672 |
| Cost | ||||||
| Balance as at 1 October 2023 | 2,560,638 | 921,588 | 955,427 | 63,450 | 243,920 | 4,745,023 |
| Additions | 1,244,704 | 351,991 | 279,951 | − | 607,660 | 2,484,306 |
| Transfers | 512,936 | 152,054 | 126,538 | − | (791,528) | − |
| Disposals | − | (409) | (7,434) | − | − | (7,843) |
| Foreign exchange difference | (5,393) | (1,379) | (918) | (197) | (3,343) | (11,230) |
| Balance as at 30 September 2024 | 4,312,885 | 1,423,845 | 1,353,564 | 63,253 | 56,709 | 7,210,256 |
| Accumulated depreciation | ||||||
| Balance as at 1 October 2023 | 975,338 | 437,363 | 461,490 | 24,293 | − | 1,898,484 |
| Depreciation for the year | 647,255 | 269,830 | 282,669 | 7,274 | − | 1,207,028 |
| Disposals | − | (398) | (5,788) | − | − | (6,186) |
| Foreign exchange difference | (1,592) | (233) | (454) | 23 | − | (2,256) |
| Balance as at 30 September 2024 | 1,621,001 | 706,562 | 737,917 | 31,590 | − | 3,097,070 |
| Net carrying amount | ||||||
| Balance as at 30 September 2024 | 2,691,884 | 717,283 | 615,647 | 31,663 | 56,709 | 4,113,186 |
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2025
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2025
ASIA STRATEGIC HOLDINGS LIMITED AND ITS SUBSIDIARIES ASIA STRATEGIC HOLDINGS LIMITED AND ITS SUBSIDIARIES
Asia Strategic Holdings Limited | Financial Statements | Notes to the financial statementsAsia Strategic Holdings Limited | Financial Statements | Notes to the financial statements 107106
During the financial years ended 30 September 2025 and 2024, certain Education businesses incurred accounting losses, which may indicate
that the plant and equipment, intangibles assets (including goodwill) and right-of-use assets (“non-financial assets”) may be impaired.
Management performed impairment assessments on these non-financial assets for Education businesses to determine their recoverable
amounts based on the value-in-use (“VIU”) calculations.
In carrying out the impairment assessment, management has identified and allocated the non-financial assets to the respective CGUs.
Accordingly, the recoverable amounts of the CGUs are determined by estimating the expected discounted future cash flows. The details of
the key assumptions used are disclosed in Note 11 to the financial statements.
11. INTANGIBLE ASSETS
| $ | Goodwill | |||||
| Area | ||||||
| development | ||||||
| and centre fees | ||||||
| Set-up fee | ||||||
| and brand | ||||||
| licensing fee | ||||||
| Computer | ||||||
| software | ||||||
| licence | ||||||
| Customer- | ||||||
| related | ||||||
| assets | Total | |||||
| Cost | ||||||
| Balance as at 1 October 2024 | 6,000,635 | 959,877 | 40,000 | 122,398 | − | 7,122,910 |
| Foreign exchange difference | − | (39,013) | − | (994) | − | (40,007) |
| Balance as at 30 September 2025 | 6,000,635 | 920,864 | 40,000 | 121,404 | − | 7,082,903 |
| Accumulated amortisation and impairment | ||||||
| Balance as at 1 October 2024 | 4,561,645 | 318,601 | 22,000 | 115,004 | − | 5,017,250 |
| Amortisation for the year | − | 92,487 | 3,000 | 7,254 | − | 102,741 |
| Foreign exchange difference | − | (10,970) | − | (854) | − | (11,824) |
| Balance as at 30 September 2025 | 4,561,645 | 400,118 | 25,000 | 121,404 | − | 5,108,167 |
| Net carrying amount | ||||||
| Balance as at 30 September 2025 | 1,438,990 | 520,746 | 15,000 | − | − | 1,974,736 |
| Cost | ||||||
| Balance as at 1 October 2023 | 6,039,685 | 858,153 | 40,000 | 122,539 | 273,913 | 7,334,290 |
| Additions | − | 105,230 | − | − | − | 105,230 |
| Write-off | − | − | − | − | (273,913) | (273,913) |
| Foreign exchange difference | (39,050) | (3,506) | − | (141) | − | (42,697) |
| Balance as at 30 September 2024 | 6,000,635 | 959,877 | 40,000 | 122,398 | − | 7,122,910 |
| Accumulated amortisation and impairment | ||||||
| Balance as at 1 October 2023 | − | 232,882 | 19,000 | 103,460 | 273,913 | 629,255 |
| Amortisation for the year | − | 86,139 | 3,000 | 11,579 | − | 100,718 |
| Impairment in value | 4,561,645 | − | − | − | − | 4,561,645 |
| Write-off | − | − | − | − | (273,913) | (273,913) |
| Foreign exchange difference | − | (420) | − | (35) | − | (455) |
| Balance as at 30 September 2024 | 4,561,645 | 318,601 | 22,000 | 115,004 | − | 5,017,250 |
| Net carrying amount | ||||||
| Balance as at 30 September 2024 | 1,438,990 | 641,276 | 18,000 | 7,394 | − | 2,105,660 |
Amortisation is calculated using the straight-line method to allocate the amortisable amounts over their estimated useful lives on the
following bases:
◼ Area development and opening fees 10 years
◼ Set−up fee and licensing fee 10 years
◼ Computer software license 3 years
The carrying amounts of significant intangible assets allocated to the respective CGU which have been grouped to the following segments:
| Education | Services | |||||
| Myanmar | Vietnam | Myanmar | ||||
| $ | ||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |
| Goodwill | − | − | − | − | 1,438,990 | 1,438,990 |
| Area development and opening fees | ||||||
| (a)(b)(c) | ||||||
| 155,094 | 188,938 | 365,652 | 452,338 | − | − |
a. Wall Street English: the area development fee was paid for the exclusive right to develop and operate the “Wall Street English” language
schools in Myanmar and Vietnam, while the opening fees were paid for each new “Wall Street English” language school in Vietnam and
Myanmar for a period of ten years from the date operation commences and when the new school commences operations, respectively.
On 14 April 2023 and 2 August 2023, the Group entered into Master Franchising Agreements (“MFAs”) for Vietnam and Myanmar,
respectively, revising certain key terms of the previous franchise agreements and adding the rights to sub-franchise. The new MFAs are
set to expire on 30 May 2030 for Vietnam and 30 September 2028 for Myanmar and include renewal options for up to three five-year
terms each.
The remaining useful lives of the area development and opening fees ranges between three and five years (2024: four and six years).
b. Kids&Us: on 25 April 2022 and 15 August 2022, the Group entered into exclusive franchising agreements with Kids&Us English, S.L.U
(“Kids&Us”) for the development of English language school for children under the brand “Kids&Us School of English” in Myanmar and
Vietnam, respectively for a period of ten years.
The remaining useful lives range between six and seven years (2024: seven and eight years).
c. Logiscool: on 27 June 2023 and 2 August 2023, the Group entered into exclusive franchising agreements with Logiscool, KFT.
(“Logiscool”) for the development of coding schools for children under the brand “Logiscool” in Vietnam and Myanmar, respectively for a
period of ten years.
The remaining useful life is eight years (2024: nine years).
IMPAIRMENT TESTING OF GOODWILL AND NON-FINANCIAL ASSETS
Goodwill acquired in a business combination relates to the Services division in Myanmar, which is a cash-generating-unit (“CGU”) and a
reportable operating segment. The management determines whether goodwill is impaired at least on an annual basis and as and when
there is an indication that goodwill may be impaired.
The Group allocates non-financial assets comprising plant and equipment, other intangible assets and rights-of-use assets to CGUs based on
individual or geographically grouped schools that generate independent cash flows inflows.
At the reporting date, the Group carried out review of its assessed CGUs within the Education and Services business segments in Vietnam
and Myanmar based on the existing performance of the respective CGUs. Consequently, the Group performed impairment tests for the
relevant CGUs with indicators of impairment.
The recoverable amount of the CGUs are determined from value-in-use calculations based on cash flow forecasts derived from the most
recent financial budgets approved by management for the next five years. The use of this method requires estimating future cash flows and
determining a discount rate to calculate the present value of the cash flows.
For the current financial year, the recoverable amounts resulted in no impairment for CGUs containing goodwill or other intangible assets
with finite useful lives.
The key assumptions for these VIU calculations are the discount rates, revenue growth rates and terminal growth rate which consider the
current economic and business environment.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2025
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2025
ASIA STRATEGIC HOLDINGS LIMITED AND ITS SUBSIDIARIES ASIA STRATEGIC HOLDINGS LIMITED AND ITS SUBSIDIARIES
Asia Strategic Holdings Limited | Financial Statements | Notes to the financial statementsAsia Strategic Holdings Limited | Financial Statements | Notes to the financial statements 109108
KEY ASSUMPTIONS USED IN THE VALUE-IN-USE CALCULATIONS
| Education | Services | |||||
| Vietnam | Myanmar | Myanmar | ||||
| % | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 |
| Pre-tax discount rates | 15 – 17 | 10 – 12 | 28 – 48 | 24 | 27 | 28 |
| Revenue growth rate | 3 – >100 | 7 – 90 | 10 – 73 | 10 – 20 | 12 – 35 | 7 – 9 |
| Terminal growth rate | 1 | 3 | 1 | 4 | 1 | 4 |
#
Certain yearly growth rates in the Education division exceeded 100% due to a low comparative base. The related intangible assets are immaterial.
The calculations of VIU for all the CGUs are most sensitive to the following assumptions:
| Pre−tax discount rates – |
| Discount rates are based on the Group’s pre-tax weighted average cost of capital and are benchmarked to |
| externally available data such as country risk premium, equity risk premium and beta adjusted to reflect the |
| CGUs geographical location of operations and management’s assessment of specific risks related to each of the |
| cash generating units. These discounts are applied to the cash flow projections. |
| Revenue growth rates – |
| The forecasted revenue growth rates are based on management’s estimates with reference to the historical |
| trend as well as the forecasted economic condition over the budgeted period of five years. For Education, a key |
| growth driver is the increasing student retention and enrolment. |
| Terminal growth rate – |
| The terminal growth rate is based on management’s expected long-term sustainable growth, taking into |
| consideration the economic and political environment of the countries these CGUs are located and operating. It |
| does not exceed the expected long-term growth rate in the relevant countries. |
Sensitivity to changes in the key assumptions
Sensitivity analysis performed in the impairment tests indicates that headroom exists for all CGUs when changes are made in the key
assumptions. However, the recoverable amounts are highly sensitive to revenue growth assumptions for the following CGUs:
a. The base case scenario for the education CGU in Vietnam assumes an average revenue growth rate of 6.1%, which results in a headroom
of approximately US$8,200,000. A reduction in the revenue growth rate to 3.5% would reduce the headroom to approximately
US$139,000. Any further reduction in the contract value growth rate would result in the recoverable amount falling below the carrying
amount of the CGU, giving rise to an impairment charge on other intangible assets and plant and equipment with a carrying value of
$203,000 and $565,000 respectively; and
b. The key assumption in determining the recoverable amount of goodwill, assigned to the Services division in Myanmar, is the revenue
growth rate over the impairment review period of five years. Based on management’s base case forecast (taking into account market
inflation of 15% per annum) of revenue growth in FY2026 of 35%, the recoverable amount exceeds the goodwill carrying amount by
$6,800,000. This revenue growth assumption would need to fall to 13.2%, in order for the cash generating unit’s recoverable amount to
be equal to its carrying amount.
Management believes that the base case assumptions reflect its best estimate of the economic conditions at the reporting date and are
supported by historical performance and current operating trends. No impairment was recognised for goodwill attributable to Services
business in Myanmar and other non-financial assets.
12. LEASES
The Group enters into long-term lease agreements for its corporate offices and schools which are secured by the lessor’s title to the leased
assets. Unless permitted by the landlord, the Group is restricted from assigning and sub-leasing.
Generally, these leases have terms between one and ten years with options exercisable by the Group to renew and terminate. In
determining the lease term, management considers the likelihood of exercising the extension option. Management considers all facts and
circumstances that create an economic incentive to extend as well as economic penalties or costs relating to the termination of a lease.
A reassessment is performed when there is a significant change in intention, business plan or other circumstances unforeseen since first
estimated.
These salient terms are negotiated to optimise operational flexibility for managing the assets used in the Group’s operations to align with
the Group’s business requirements.
As at 30 September 2025, the Group has $578,000 (2024: $530,000) of aggregate undiscounted commitments for short-term leases. The
Group applies the “short-term lease” and “lease of low-value assets” recognition exemption for these leases.
(a) Right-of-use assets
As at 30 September 2025, the net carrying amounts of ROUs and lease liabilities arising from the leases of offices and schools from an
affiliated company (refer Note 15) of the Group amounted to $4,160,982 and $4,614,538 (2024: $4,804,212 and $4,921,525), respectively.
These transactions were at terms agreed between the respective parties.
| $ | |||
| International | |||
| school | |||
| Offices | |||
| and schools | Total | ||
| At 1 October 2024 | 861,096 | 10,606,234 | 11,467,330 |
| Additions | 3,036,201 | 4,965,630 | 8,001,831 |
| Amortisation charge | (253,489) | (2,429,836) | (2,683,325) |
| Lease modification | − | (414,027) | (414,027) |
| Foreign exchange difference | − | (330,934) | (330,934) |
| At 30 September 2025 | 3,643,808 | 12,397,067 | 16,040,875 |
| At 1 October 2023 | 1,881,308 | 9,502,032 | 11,383,340 |
| Additions | − | 3,757,989 | 3,757,989 |
| Amortisation charge | (243,733) | (2,542,360) | (2,786,093) |
| Lease modification | (776,479) | (66,202) | (842,681) |
| Foreign exchange difference | − | (45,225) | (45,225) |
| At 30 September 2024 | 861,096 | 10,606,234 | 11,467,330 |
| (b) Lease liabilities | |||
| At 1 October 2024 | 1,238,210 | 11,520,113 | 12,758,323 |
| Additions | 3,036,201 | 4,965,630 | 8,001,831 |
| Interest expense (Note 7) | 164,094 | 1,104,259 | 1,268,353 |
| Lease modification | − | (433,873) | (433,873) |
| Lease concession | − | (39,899) | (39,899) |
| Lease payment in cash: | |||
| − Principal portion | (165,428) | (1,791,244) | (1,956,672) |
| − Interest portion | (164,094) | (1,104,259) | (1,268,353) |
| Foreign exchange differences | − | (383,501) | (383,501) |
| At 30 September 2025 | 4,108,983 | 13,837,226 | 17,946,209 |
| At 1 October 2023 | 2,222,316 | 9,898,900 | 12,121,216 |
| Additions | − | 3,757,989 | 3,757,989 |
| Interest expense (Note 7) | 120,487 | 1,000,488 | 1,120,975 |
| Lease modification | (776,479) | (66,202) | (842,681) |
| Lease concession | − | (13,562) | (13,562) |
| Lease payment in cash: | |||
| − Principal portion | (207,627) | (2,001,555) | (2,209,182) |
| − Interest portion | (120,487) | (1,000,488) | (1,120,975) |
| Foreign exchange differences | − | (55,457) | (55,457) |
| At 30 September 2024 | 1,238,210 | 11,520,113 | 12,758,323 |
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2025
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2025
ASIA STRATEGIC HOLDINGS LIMITED AND ITS SUBSIDIARIES ASIA STRATEGIC HOLDINGS LIMITED AND ITS SUBSIDIARIES
Asia Strategic Holdings Limited | Financial Statements | Notes to the financial statementsAsia Strategic Holdings Limited | Financial Statements | Notes to the financial statements 111110
The maturity analysis of Group lease liabilities at each reporting date are as follows:
| $ | 2025 | 2024 |
| Contractual undiscounted cash flows | ||
| Not later than a year | 4,249,961 | 2,826,044 |
| Between one and two years | 3,843,258 | 3,818,752 |
| Between two and five years | 7,851,123 | 7,543,108 |
| More than five years | 11,339,229 | 3,264,420 |
| 27,283,571 | 17,452,324 | |
| Less: Future interest expense | (9,337,362) | (4,694,001) |
| Present value of lease liabilities | 17,946,209 | 12,758,323 |
| Presented in consolidated statement of financial position | ||
| − Current | 2,523,814 | 2,546,728 |
| − Non-current | 15,422,395 | 10,211,595 |
| 17,946,209 | 12,758,323 |
The currency profile of lease liabilities of the Group at each reporting date are as follows:
| $ | 2025 | 2024 |
| United States Dollar | 924,557 | 1,146,779 |
| Myanmar Kyat | 12,722,769 | 5,123,831 |
| Vietnamese Dong | 4,298,883 | 6,487,713 |
| 17,946,209 | 12,758,323 |
(c) Amount recognised in profit or loss
| $ | 2025 | 2024 |
| Amortisation of right−of−use assets | 2,683,325 | 2,786,093 |
| Interest expense on lease liabilities | 1,268,353 | 1,120,975 |
| Lease concession | (39,899) | (13,562) |
| Lease modification | (19,846) | − |
| Lease expense relating to short-term leases, not capitalised in lease liabilities | 213,384 | 672,997 |
| Total amount recognised in profit or loss | 4,105,317 | 4,566,503 |
The Group had total cash outflows for leases of $3,438,409 (2024: $4,003,154) which includes expense relating to short-term leases of
$213,384 (2024: $672,997).
13. INVESTMENTS IN SUBSIDIARIES
The following are all the subsidiaries of the group that have been included in the consolidated financial statements. Their particulars are as
follows:
| Name of Company (Country | |||
| of incorporation and principal | |||
| place of business) | Principal activities | ||
| Effective interest | |||
| held by Company % | |||
| 2025 | 2024 | ||
| Held by the Company | |||
| MS Exera Pte Ltd (“MS Exera”) | |||
| (1) | |||
| (Singapore) | |||
| Provision of management and security related services and holding | |||
| company | |||
| 100 | 100 | ||
| MS Leisure Pte Ltd (“MS Leisure”) | |||
| (1) | |||
| (Singapore) | |||
| Provision of management services and holding company | |||
| 100 | 100 | ||
| MS English Pte. Ltd. (“MS English”) | |||
| (1) | |||
| (Singapore) | |||
| Provision of management services and holding company | |||
| 100 | 100 | ||
| MS Auston Pte. Ltd. (“MS Auston”) | |||
| (1) | |||
| (Singapore) | |||
| Provision of management services and holding company | |||
| 100 | 100 | ||
| AS Coding 1 Pte. Ltd. (“AS Coding 1”) | |||
| (1) | |||
| (Singapore) | |||
| Provision of management services and holding company | |||
| 100 | 100 | ||
| MS English 2 Pte. Ltd. (“MS English 2”) | |||
| (1) | |||
| (Singapore) | |||
| Provision of management services and holding company | |||
| 100 | 100 | ||
| AS English 3 Pte. Ltd. (“AS English 3”) | |||
| (1) | |||
| (Singapore) | |||
| Provision of management services and holding company | |||
| 100 | 100 | ||
| AS Coding 2 Pte. Ltd. (“AS Coding 2”) | |||
| (1) | |||
| (Singapore) | |||
| Provision of management services and holding company | |||
| 100 | 100 | ||
| American International Partners Limited | |||
| (“AIPL”) | |||
| (2) | |||
| (Myanmar) | |||
| Operation of an international school in Myanmar | |||
| 100 | 100 | ||
| Held through MS Exera | |||
| EXERA Myanmar Limited (“EXERA | |||
| Myanmar”) | |||
| (2) | |||
| (Myanmar) | |||
| Provision of integrated security facility and risk management | |||
| services | |||
| 100 | 100 | ||
| Exera Vietnam Company Limited | |||
| (“EXERA Vietnam”) | |||
| (3) | |||
| (Vietnam) | |||
| Provision of integrated facility management services | |||
| 100 | 100 | ||
| Held through MS Leisure | |||
| L Partners Limited | |||
| (“L Partners”) | |||
| (2) | |||
| (Myanmar) | |||
| Operation and management of Kids&Us English language schools | |||
| 100 | 100 | ||
| Held through MS English | |||
| E Partners Limited | |||
| (“E Partners”) | |||
| (2) | |||
| (Myanmar) | |||
| Operation and management of Wall Street English language | |||
| schools | |||
| 100 | 100 |
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2025
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2025
ASIA STRATEGIC HOLDINGS LIMITED AND ITS SUBSIDIARIES ASIA STRATEGIC HOLDINGS LIMITED AND ITS SUBSIDIARIES
Asia Strategic Holdings Limited | Financial Statements | Notes to the financial statementsAsia Strategic Holdings Limited | Financial Statements | Notes to the financial statements 113112
| Name of Company (Country | |||
| of incorporation and principal | |||
| place of business) | Principal activities | ||
| Effective interest | |||
| held by Company % | |||
| 2025 | 2024 | ||
| Held through MS Auston | |||
| A Partners Limited | |||
| (“A Partners”) | |||
| (2) | |||
| (Myanmar) | |||
| Operation and management of Auston college | |||
| 100 | 100 | ||
| Held through AS Coding 1 | |||
| C Partners Limited | |||
| (“C Partners”) | |||
| (2) | |||
| (Myanmar) | |||
| Operation and management of Logiscool coding schools | |||
| 100 | 100 | ||
| Held through MS English 2 | |||
| Wall Street English Limited Liability | |||
| Company | |||
| (“WSE Vietnam”) | |||
| (3) | |||
| (Vietnam) | |||
| Operation and management of Wall Street English language | |||
| schools | |||
| 100 | 100 | ||
| Held through AS English 3 | |||
| AS English Vietnam Company Limited | |||
| (“AS Vietnam”) | |||
| (3) | |||
| (Vietnam) | |||
| Operation and management of Kids&Us English language schools | |||
| 100 | 100 | ||
| Held through AS Coding 2 | |||
| AS Coding Vietnam Company Limited | |||
| (“ASC Vietnam”) | |||
| (3) | |||
| (Vietnam) | |||
| Operation and management of Logiscool coding schools | |||
| 100 | 100 |
(1)
Audited by BDO LLP, Singapore.
(2)
Audited by BDO Consulting (Myanmar) Co. Ltd, for consolidation purposes.
(3)
Audited by BDO Audit Services Co., Ltd. (Vietnam) for consolidation purposes and for statutory reporting in Vietnam.
14. INVENTORIES
Inventories comprise consumables, security accessories, uniform, raw materials, fabric, merchandise and academic materials. Inventories
are measured at lower of cost and net realisable value.
15. TRADE AND OTHER RECEIVABLES
| $ | 2025 | 2024 |
| Current | ||
| Trade receivables | ||
| Third parties, gross | 787,530 | 723,240 |
| Less: Loss allowances | ||
| At 1 October | (5,939) | (5,939) |
| Additions | (3,008) | − |
| At 30 September | (8,947) | (5,939) |
| Third parties, net | 778,583 | 717,301 |
| Accrued receivables | 82,795 | 141,312 |
| Total trade receivables | 861,378 | 858,613 |
| Other receivables | ||
| Rental deposits | 49,413 | 122,070 |
| Prepayments for enrolment expenses | 505,938 | 558,878 |
| Other prepayments | 977,722 | 1,075,791 |
| Sales tax | 7,505 | 85,195 |
| Total other receivables | 1,540,578 | 1,841,934 |
| Total trade and other receivables (current) | 2,401,956 | 2,700,547 |
| Non−current | ||
| Affiliated company (Non-trade) | 6,757,126 | 6,552,663 |
| Less: Loss allowances (Note 26.1) | (4,400,124) | (4,400,124) |
| 2,357,002 | 2,152,539 | |
| Rental deposits | 915,280 | 440,225 |
| Prepayments for enrolment expenses | 37,798 | 49,551 |
| Total trade and other receivables (non-current) | 3,310,080 | 2,642,315 |
| Total trade and other receivables | 5,712,036 | 5,342,862 |
| Less: Prepayments | (1,521,458) | (1,684,220) |
| Less: Sales tax | (7,505) | (85,195) |
| 4,183,073 | 3,573,447 | |
| Add: Cash and cash equivalents (Note 16) | 1,548,372 | 782,562 |
| Financial assets at amortised cost | 5,731,445 | 4,356,009 |
Trade receivables are non-interest bearing and are generally on 15 to 90 (2024: 15 to 90) day credit terms. They are measured at the
original invoice amount, which represents the fair value on initial recognition.
The non-current amount due from an affiliated company is unsecured and interest free, and it is not expected to be repaid within the next
twelve months.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2025
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2025
ASIA STRATEGIC HOLDINGS LIMITED AND ITS SUBSIDIARIES ASIA STRATEGIC HOLDINGS LIMITED AND ITS SUBSIDIARIES
Asia Strategic Holdings Limited | Financial Statements | Notes to the financial statementsAsia Strategic Holdings Limited | Financial Statements | Notes to the financial statements 115114
EXPECTED CREDIT LOSS ALLOWANCES
i) Trade receivables – Third party
Loss allowance were made for third-party trade debtors determined to be credit-impaired as the likelihood of recovery is remote.
ii) Non-current receivables – Affiliated company
In these financial statements, an affiliated company refers to an entity that shares a common director with certain subsidiaries of the Group,
where the director also holds a beneficial interest.
Loss allowances of $4,400,124 (2024: $4,400,124) were made in prior years on the non-trade amounts due from an affiliated company in
respect of payments made on its 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 affiliated company and the expected repayment to be
made from the provision of property management services at cost plus mark-up to the Group (Note 12(a)).
The expected recovery of the amounts due from an affiliated company is longer than twelve months after the end of the reporting period.
The Group’s trade and other receivables balances (excluding prepayments and sales tax) are denominated in the following currencies:
| $ | 2025 | 2024 |
| United States Dollar | 1,288,787 | 2,530,746 |
| Myanmar Kyat | 2,472,945 | 572,789 |
| Vietnamese Dong | 421,341 | 469,331 |
| Singapore Dollar | − | 581 |
| 4,183,073 | 3,573,447 |
16. CASH AND CASH EQUIVALENTS
| $ | 2025 | 2024 |
| Cash at bank | 1,204,805 | 581,423 |
| Cash at financial institutions | 4,561 | 405 |
| Cash on hand | 339,006 | 200,734 |
| 1,548,372 | 782,562 |
Cash at bank earns interest at floating rates based on daily bank deposit rates.
Cash and cash equivalents are denominated in the following currencies:
| $ | 2025 | 2024 |
| United States dollar | 458,072 | 177,953 |
| Singapore dollar | 50,181 | 22,447 |
| Myanmar Kyat | 938,633 | 468,564 |
| Vietnamese Dong | 101,027 | 113,127 |
| Euro | 459 | 471 |
| 1,548,372 | 782,562 |
17. SHAREHOLDER LOANS
The changes in shareholder loan balances (principal and interest) arising from financing activities are listed below:
| $ | 2025 | 2024 |
| At 1 October | 4,756,173 | 2,577,181 |
| Drawdown of loan | 45,000 | 1,962,072 |
| Interest expense (Note 7) | 224,802 | 216,920 |
| Subscription of convertible notes (Note 20) | (800,000) | − |
| At 30 September | 4,225,975 | 4,756,173 |
The Group has an unsecured loan facility of up to $4,500,000 with its substantial corporate shareholder, Macan Pte. Ltd. (“MACAN”) which
bears interest at 6% per annum, repayable within 20 days of notice and matures no later than 31 December 2027.
As at reporting date, MACAN has provided a written undertaking not to demand repayment of the above shareholder loans within twelve
months from the date of approval of the audited financial statements of the Group for the financial year ended 30 September 2025. At the
date of approval of the financial statements, the Group has a remaining unutilised loan facility of $818,000.
18. TRADE AND OTHER PAYABLES
| $ | 2025 | 2024 |
| Trade payables | ||
| Third parties | 2,980,479 | 1,635,883 |
| Accrued enrolment expenses | 393,885 | 425,308 |
| Total trade payables | 3,374,364 | 2,061,191 |
| Other payables | ||
| Third parties | 1,118,225 | 1,510,511 |
| Accruals – others | 1,737,256 | 1,421,862 |
| Accruals – wages and salaries | 751,455 | 801,256 |
| Refundable deposits from customers | 1,146,494 | 2,378,945 |
| Sales tax | 30,361 | 29,792 |
| Total other payables | 4,783,791 | 6,142,366 |
| Total trade and other payables | 8,158,155 | 8,203,557 |
| Less: Sales tax | (30,361) | (29,792) |
| 8,127,794 | 8,173,765 | |
| Add: Lease liabilities (Note 12) | 17,946,209 | 12,758,323 |
| Add: Shareholder loans (Note 17) | 4,225,975 | 4,756,173 |
| Financial liabilities carried at amortised cost | 30,299,978 | 25,688,261 |
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2025
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2025
ASIA STRATEGIC HOLDINGS LIMITED AND ITS SUBSIDIARIES ASIA STRATEGIC HOLDINGS LIMITED AND ITS SUBSIDIARIES
Asia Strategic Holdings Limited | Financial Statements | Notes to the financial statementsAsia Strategic Holdings Limited | Financial Statements | Notes to the financial statements 117116
Trade amounts due to third parties are unsecured, non-interest bearing and on 15 to 90 (2024: 15 to 90) day credit terms.
The non-trade amounts due to third parties and subsidiaries are unsecured, interest-free and repayable on demand.
Trade and other payables (excluding sales tax) are denominated in the following currencies:
| $ | 2025 | 2024 |
| United States Dollar | 3,356,932 | 1,319,716 |
| Singapore Dollar | 171,920 | 169,658 |
| Myanmar Kyat | 2,620,343 | 3,831,860 |
| Vietnamese Dong | 878,603 | 2,282,893 |
| Pound Sterling | 570,761 | 223,206 |
| Euro | 529,235 | 346,432 |
| 8,127,794 | 8,173,765 |
19. SHARE CAPITAL
| 2025 | 2024 | 2025 | 2024 | |
| Shares | Shares | $ | $ | |
| Issued and fully paid ordinary shares: | ||||
| At 1 October | 3,021,920 | 2,965,920 | 21,919,638 | 21,639,638 |
| Shares issued during the financial year | − | 56,000 | − | 280,000 |
| At 30 September | 3,021,920 | 3,021,920 | 21,919,638 | 21,919,638 |
In the previous financial year, the Company issued 56,000 ordinary shares at $5.00 per share in lieu of payment for accrued employee
bonus of $280,000, 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.
20. CONVERTIBLE NOTES
| $ | 2025 | 2024 |
| At 1 October | 5,730,000 | 5,730,000 |
| Issued and paid during the financial year | ||
| - Cash | 725,000 | − |
| - Shareholder loans (Note 17) | 800,000 | − |
| At 30 September | 7,255,000 | 5,730,000 |
In October 2021, the Group launched a Convertible Notes Programme to raise up to $10 million for working capital and future investments.
The convertible notes (“CN”) holders had an 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 earlier of the maturity date (30 October 2024) and 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 (principal and interest) through the issuance of ordinary shares of the Company.
On 30 October 2024, the Group and existing convertible note (“CN”) holders agreed to the following updates to the Convertible Note
Programme:
i. an extension to the maturity of the Zero-Coupon option of the Company’s Convertible Note Programme from 30 October 2024 to 30
October 2026;
ii. an increase in the subscription amount of the Zero-Coupon Convertible Notes from $5,230,000 to $7,255,000 (including the subscription
by MACAN Pte. Ltd. (“MACAN”) detailed below); and
iii. the termination of the 10% Coupon option of the Convertible Note Programme.
The increased Zero-Coupon Convertible Notes subscription amount was achieved through:
i. settlement of $500,000 owed to an existing CN holder from the maturity of the 10% Coupon (“Conversion of 10% Coupon”);
ii. settlement of $800,000 owed to MACAN under an existing loan facility (Note 17); and
iii. cash payment of $725,000 (including $200,000 from MACAN).
MACAN, the Group’s largest shareholder, subscribed for $3,500,000 Zero-Coupon Convertible Notes in November 2021 and subscribed for
an additional amount of $1,000,000 of the Zero-Coupon Convertible Notes in October 2024.
The newly issued and existing convertible notes met the fixed for fixed criteria of IFRS 32. Accordingly, the entire amount is recognised
within equity.
The convertible notes are denominated in United States Dollar.
The revised key terms of the Zero-Coupon Convertible Notes are as follows:
| Type | Zero-Coupon Convertible Notes |
| Coupon | Zero-Coupon |
| Maturity | 30 October 2026 |
| Conversion price | The higher of (i) Floor subscription price; and (ii) the Discounted subscription price |
| Conversion discount | Up to 33.1%, depending on the qualifying event |
| Floor conversion price | $11.53 per share |
| Conversion date | Earlier of (i) the Maturity date; and (ii) the Qualifying event |
| Qualifying event | Share issuance in excess of $5.0 million |
| Use of proceeds | Development of business and working capital |
| Limited use of proceeds | Maximum of 50% of the proceeds to be used for activities in Myanmar |
| Rank | Pari passu to all present and future unsecured obligations |
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2025
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2025
ASIA STRATEGIC HOLDINGS LIMITED AND ITS SUBSIDIARIES ASIA STRATEGIC HOLDINGS LIMITED AND ITS SUBSIDIARIES
Asia Strategic Holdings Limited | Financial Statements | Notes to the financial statementsAsia Strategic Holdings Limited | Financial Statements | Notes to the financial statements 119118
21. OTHER RESERVES
| $ | 2025 | 2024 |
| Share option reserve | 1,606,930 | 1,501,930 |
| Fair value reserve | (762,754) | (762,754) |
| Equity reserve | (212,271) | (212,271) |
| Foreign exchange reserve | 429,873 | 122,358 |
| At 30 September | 1,061,778 | 649,263 |
a. Equity reserves
The equity reserve represents the effects of changes in ownership interests in subsidiaries when there is no change in control.
b. Foreign exchange reserve
The foreign exchange reserve of the Group represents foreign exchange differences arising from the translation of the financial
statements of foreign operations whose functional currencies are different from that of the Group’s presentation currency. This is non-
distributable and the movements in this account are set out in the statements of changes in equity.
c. Fair value reserve
Fair value reserve represents the cumulative fair value changes, net of tax, of financial assets measured at FVOCI until they are
derecognised. Upon derecognition, the cumulative fair value changes will be transferred to retained earnings.
d. Share option reserve
| $ | 2025 | 2024 |
| At 1 October | 1,501,930 | 1,298,100 |
| Changes in fair value during the year (Note 6) | 105,000 | 203,830 |
| At 30 September | 1,606,930 | 1,501,930 |
Share option reserve represents the equity-settled share options granted to employees. The reserve is made up of the cumulative value of
services received from employees recorded over the vesting period commencing from the grant date of equity-settled share options and is
reduced by the forfeiture of the share options.
EMPLOYEE SHARE OPTION SCHEMES
At the Annual General Meetings held on 7 March 2024, 4 March 2022 and 25 October 2016, the shareholders approved Employee Share
Option Schemes (“ESOS 2024”), (“ESOS 2022”) and (“ESOS 2016”) granting share options to certain Directors, senior management and
key employees and consultants of the Group. The Remuneration Committee comprising all the Independent Non-Executive Directors is
responsible for administering these schemes.
The Group had entered into share option agreements with the employees and Directors of the Group to allot and issue cumulatively
496,500 (2024: 496,500) share options.
Statutory and other information regarding ESOS 2024 and ESOS 2022 are set out below:
a. Consideration payable by each option holder for the grant is $1.00.
b. Exercise price is $11.00 per ordinary share.
c. Options can be exercised during the period commencing on the grant date and terminating on the tenth anniversary of the grant date
for up to 200,000 ordinary shares with no par value in the capital of the Company (“Option Shares”).
d. Options granted will vest with effect as follows:
i. 40 percent of the Option Shares on the first anniversary.
ii. 40 percent of the Option Shares on the second anniversary.
iii. 20 percent of the Option Shares on the third anniversary.
e. Only vested Options will be exercisable.
f. If the participants cease to be a director or employee of the Company and its subsidiaries at any time, then only vested Options prior to
the date of termination will be exercisable.
Statutory and other information regarding ESOS 2016 are set out below:
a. Consideration payable by each option holder for the grant is $1.00.
b. Exercise price is $11.00 per ordinary share.
c. Options can be exercised during the period commencing on the grant date and terminating on the tenth anniversary of the grant date
for up to 200,000 ordinary shares with no par value in the capital of the Company (“Option Shares”).
d. Options granted will vest with effect as follows:
i. 50 percent of the Option Shares on the second anniversary.
ii. 30 percent of the Option Shares on the third anniversary.
iii. 20 percent of the Option Shares on the fourth anniversary.
e. Only vested Options will be exercisable.
f. If the participants cease to be a director or employee of the Company and its subsidiaries at any time, then only vested Options prior to
the date of termination will be exercisable.
These granted share options have a weighted average contractual life of 4.90 years (2024: 5.90 years) at the year end.
These fair values were calculated using the Black-Scholes pricing model using the following assumptions:
| Grant date | |||||||
| $ | |||||||
| 23 May | |||||||
| 2017 | |||||||
| 1 December | |||||||
| 2017 | |||||||
| 17 October | |||||||
| 2018 | |||||||
| 21 July | |||||||
| 2020 | |||||||
| 5 July | |||||||
| 2022 | |||||||
| 6 February | |||||||
| 2023 | |||||||
| 7 March | |||||||
| 2024 | |||||||
| Fair value at grant date ($) | 4.48 | 7.09 | 5.17 | 5.13 | 3.02 | 3.04 | 2.98 |
| Grant date share price ($) | 10.00 | 13.00 | 10.00 | 10.25 | 6.50 | 6.00 | 6.00 |
| Exercise price ($) | 11.00 | 11.00 | 11.00 | 11.00 | 11.00 | 11.00 | 11.00 |
| Expected volatility | 33.91% | 36.07% | 38.43% | 42.92% | 44.87% | 48.96% | 47.03% |
| Option life | 10 years | 10 years | 10 years | 10 years | 10 years | 10 years | 10 years |
| Risk-free annual interest rate | 2.28% | 2.36% | 3.21% | 0.60% | 2.88% | 3.63% | 4.09% |
Expected volatility was determined by calculating the historical volatility of the share price over a period of ten years against comparable
companies in similar industries. The expected life used in the model has been adjusted, based on management’s best estimate, for the
effects of non-transferability, exercise restrictions and behavioural considerations.
The Group recognised total expenses of $105,000 (2024: $203,830) with respect to equity-settled share-based payment transactions arising
from the ESOS during the financial year.
The following reconciles the share options outstanding at the start and end of the financial year.
| 2025 | 2024 | |||
| Number | ||||
| Weighted | ||||
| average exercise | ||||
| Price ($) | Number | |||
| Weighted | ||||
| average exercise | ||||
| Price ($) | ||||
| At 1 October | 413,500 | 11.00 | 368,500 | 11.00 |
| Granted | − | − | 55,000 | 11.00 |
| Forfeited | − | (10,000) | ||
| At 30 September | 413,500 | 413,500 |
As at 30 September 2025, 377,900 (2024: 315,700) shares options are exercisable.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2025
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2025
ASIA STRATEGIC HOLDINGS LIMITED AND ITS SUBSIDIARIES ASIA STRATEGIC HOLDINGS LIMITED AND ITS SUBSIDIARIES
Asia Strategic Holdings Limited | Financial Statements | Notes to the financial statementsAsia Strategic Holdings Limited | Financial Statements | Notes to the financial statements 121120
22. LOSS PER SHARE
The calculation of the basic and diluted loss per share attributable to the ordinary equity holders of the Company is based on the following
data:
| 2025 | 2024 | |
| Numerator | ||
| Loss for the financial year attributable to the owners of the parent ($) | (6,276,880) | (10,953,686) |
| Denominator | ||
| Weighted average number of ordinary shares for the purposes of basic and | ||
| diluted loss per share | 3,021,920 | 2,997,679 |
| Loss per share ($) | ||
| Basic and diluted | (2.08) | (3.65) |
Diluted loss per share and basic loss per share are the same as neither the exercise of the share option nor the conversion of mandatory
convertible notes would result in an increase in the loss per share.
23. SIGNIFICANT RELATED PARTY TRANSACTIONS
During the financial year, in addition to the information disclosed elsewhere in these financial statements, the Group entered into the
following significant transactions with related parties at rates and terms agreed between the parties:
| $ | 2025 | 2024 |
| Corporate shareholder: | ||
| Interest on shareholder loans (Note 7) | 224,802 | 216,920 |
| Shareholder loans drawn (Note 17) | 45,000 | 1,962,072 |
| Subscription of convertible notes (Note 20) | 1,000,000 | − |
Outstanding balances as at reporting date with related parties are disclosed in Notes 17 to the financial statements.
KEY MANAGEMENT PERSONNEL REMUNERATION
Key management personnel are those individuals who have the authority and responsibility for planning, directing and controlling the
activities of the Group, directly or indirectly. The Company’s key management personnel are the Directors of the Company and other key
management personnel.
The details of their remuneration are as follows:
| $ | 2025 | 2024 |
| Wages and salaries | 928,997 | 882,996 |
| Other employment benefits | 202,660 | 173,980 |
| Share-based compensation - share options | 105,000 | 197,467 |
| Director fees | ||
| 58,000 | 58,000 | |
| Total | 1,294,657 | 1,312,443 |
24. COMMITMENT
At each reporting date, commitments with respect to capital expenditures, are as follows:
| $ | 2025 | 2024 |
| Capital expenditure contracted but not provided for | ||
| - Plant and equipment | 571,809 | 51,413 |
25. SEGMENT INFORMATION
Management has identified the Group’s operating segments by business units, based on the internal reports reviewed by the chief
operating decision maker (Note 2.15). The Group is structured into business units according to the nature of its services and has three
reportable operating segments, as outlined below:
(a) Education – Operation of Education businesses ranging from early years to tertiary education and including vocational training,
consultancy, advisory and project management services in the education sector;
(b) Services – Provision of integrated security & facility services, consultancy, advisory and project management services in the security
and hospitality sectors. This reportable segment has been formed by aggregating the relevant operating entities, which are regarded by
management to exhibit similar economic characteristics; and
(c) Corporate – Corporate services, management support and certain shared services to subsidiaries of the Group.
Management monitors the Group’s operations from both a geographic and sector perspective. Geographically, management manages and
monitors the business in these primary geographic areas: Singapore, Vietnam and Myanmar.
The “Corporate” operating segment includes the Group’s minor corporate services and investment holding activities which are not included
within reportable segments as (i) they are not separately reported to the chief operating decision maker, and (ii) they contribute immaterial
amounts of revenue to the Group.
The Group’s reportable segments are strategic business units that are organised based on their function and targeted customer groups.
They are managed separately because each business unit requires different skill sets and marketing strategies.
Management monitors the operating results of the segments separately for the purposes of making decisions about resources to be
allocated and assessing performance. Segment performance is evaluated based on operating profit or loss which is similar to accounting
profit or loss. Income taxes are managed by the management of respective entities within the Group.
The accounting policies of the operating segments are the same as those described in the summary of significant accounting policies. There
is no asymmetrical allocation to reportable segments. Management evaluates performance on the basis of profit or loss from operations
before income tax expense. There is no change from prior periods in the measurement methods used to determine reported segment profit
or loss.
Income taxes are managed by the management of respective entities within the Group.
Key management personnel assess the performance of the operating segments based on, among others, earnings before interest, income
tax, depreciation and amortisation (“EBITDA”), (i) Adjusted EBITDA (as presented below) and (ii) Adjusted EBITDA less amortisation of right-
of-use assets and interest on lease liabilities (“Adjusted EBITDA after impact of ROUs”).
These measurements exclude the effects of expenditure from the operating segments such as impairments and the reversal of impairments
that are not expected to recur regularly in every period and are separately analysed.
All income and expenses are allocated to the respective operating segments based on the entities within each operating segment, except
for interest expenses as this activity is managed centrally.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2025
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2025
ASIA STRATEGIC HOLDINGS LIMITED AND ITS SUBSIDIARIES ASIA STRATEGIC HOLDINGS LIMITED AND ITS SUBSIDIARIES
Asia Strategic Holdings Limited | Financial Statements | Notes to the financial statementsAsia Strategic Holdings Limited | Financial Statements | Notes to the financial statements 123122
Business segments
| 2025 ($) | Education | Services | Corporate | Total |
| Revenue | 24,970,269 | 7,131,798 | − | 32,102,067 |
| Cost of services | (7,226,223) | (5,981,392) | − | (13,207,615) |
| Gross profit | 17,744,046 | 1,150,406 | − | 18,894,452 |
| Other income | 15,872 | 5,121 | 36,958 | 57,951 |
| Foreign exchange loss | (2,572,198) | (201,134) | (20,730) | (2,794,062) |
| Plant and equipment write-off | (521,717) | (520) | − | (522,237) |
| Administrative and other operating expenses | (16,400,208) | (1,798,691) | (2,300,751) | (20,499,650) |
| Loss from operations | (1,734,205) | (844,818) | (2,284,523) | (4,863,546) |
| Finance cost | (1,252,040) | (16,313) | (224,802) | (1,493,155) |
| Segment loss before tax | (2,986,245) | (861,131) | (2,509,325) | (6,356,701) |
| Income tax expense | 65,610 | 14,211 | − | 79,821 |
| Loss after income tax | (2,920,635) | (846,920) | (2,509,325) | (6,276,880) |
| Other non-cash items: | ||||
| Total depreciation of plant and equipment | 1,214,704 | 87,020 | 274 | 1,301,998 |
| Plant and equipment write-off | 521,717 | 520 | − | 522,237 |
| Total amortisation of right-of-use asset | 2,599,803 | 83,522 | − | 2,683,325 |
| Total amortisation of intangible assets | 102,741 | − | − | 102,741 |
| Impairment loss on trade receivables | − | 3,008 | − | 3,008 |
| Finance costs (excluding interest on lease liabilities) | − | − | 224,802 | 224,802 |
| Total interest on lease liabilities | 1,252,040 | 16,313 | − | 1,268,353 |
| 5,691,005 | 190,383 | 225,076 | 6,106,464 | |
| Adjusted EBITDA | 2,704,760 | (670,748) | (2,284,249) | (250,237) |
| Adjusted EBITDA after impact of ROUs | (1,147,083) | (770,583) | (2,284,249) | (4,201,915) |
| Reportable segment assets | ||||
| Total Group’s assets | 24,402,398 | 4,155,558 | 114,259 | 28,672,215 |
| Included in the segment assets: | ||||
| Additions: | ||||
| - Plant and equipment | 678,087 | 30,848 | 1,095 | 710,030 |
| - Right-of-use assets | 8,001,831 | − | − | 8,001,831 |
| Reportable segment liabilities representing total Group’s | ||||
| liabilities | (43,186,234) | (1,274,037) | (4,750,635) | (49,210,906) |
| 2024 ($) | Education | Services | Corporate | Total |
| Revenue | 22,671,445 | 7,002,570 | − | 29,674,015 |
| Cost of services | (7,276,016) | (5,413,471) | − | (12,689,487) |
| Gross profit | 15,395,429 | 1,589,099 | − | 16,984,528 |
| Other income | 13,942 | 986 | 1,567 | 16,495 |
| Foreign exchange loss | (1,255,728) | (174,953) | (24,454) | (1,455,135) |
| Impairment of Goodwill | (4,561,645) | − | − | (4,561,645) |
| Administrative and other operating expenses | (16,378,944) | (1,757,009) | (2,214,911) | (20,350,864) |
| Loss from operations | (6,786,946) | (341,877) | (2,237,798) | (9,366,621) |
| Finance cost | (1,100,934) | (22,565) | (217,892) | (1,341,391) |
| Segment loss before tax | (7,887,880) | (364,442) | (2,455,690) | (10,708,012) |
| Income tax expense | (245,674) | - | - | (245,674) |
| Loss after income tax | (8,133,554) | (364,442) | (2,455,690) | (10,953,686) |
| Other non-cash items: | ||||
| Total depreciation of plant and equipment | 1,119,464 | 87,278 | 286 | 1,207,028 |
| Total amortisation of right-of-use asset | 2,669,847 | 116,246 | − | 2,786,093 |
| Total amortisation of intangible assets | 100,718 | − | − | 100,718 |
| Impairment loss on intangible asset | 4,561,645 | − | − | 4,561,645 |
| Finance costs (excluding interest on lease liabilities) | 2,524 | − | 217,892 | 220,416 |
| Total interest on lease liabilities | 1,098,410 | 22,565 | − | 1,120,975 |
| 9,552,608 | 226,089 | 218,178 | 9,996,875 | |
| Adjusted EBITDA | 1,664,728 | (138,353) | (2,237,512) | (711,137) |
| Adjusted EBITDA after impact of ROUs | (2,103,529) | (277,164) | (2,237,512) | (4,618,205) |
| Reportable segment assets | ||||
| Total Group’s assets | 20,488,630 | 3,572,599 | 75,521 | 24,136,750 |
| Included in the segment assets: | ||||
| Additions: | ||||
| - Plant and equipment | 2,443,866 | 40,440 | − | 2,484,306 |
| - Right−of−use assets | 3,757,988 | − | − | 3,757,988 |
| - Intangibles | 105,230 | − | − | 105,230 |
| Reportable segment liabilities representing total | ||||
| Group’s liabilities | (33,649,977) | (1,373,316) | (5,312,783) | (40,336,076) |
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2025
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2025
ASIA STRATEGIC HOLDINGS LIMITED AND ITS SUBSIDIARIES ASIA STRATEGIC HOLDINGS LIMITED AND ITS SUBSIDIARIES
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GEOGRAPHICAL SEGMENTS
The Group operates in three main geographical areas:
| $ | Revenue | Non-current assets | ||
| Revenue | 2025 | 2024 | 2025 | 2024 |
| Singapore | 31,034 | 16,516 | 15,821 | 18,000 |
| Vietnam | 7,780,866 | 8,233,232 | 4,781,647 | 7,565,291 |
| Myanmar | 24,290,167 | 21,424,267 | 16,128,815 | 10,102,885 |
| 32,102,067 | 29,674,015 | 20,926,283 | 17,686,176 |
Revenue is based on the country in which the customers are located. Segmental non-current assets consist primarily of non-current assets
other than financial instruments and deferred tax assets. Segment non-current assets are shown by geographical areas where the assets are
located.
Non-current assets consist of plant and equipment, intangible assets and right-of-use assets in the consolidated statements of financial
position of the Group.
26. FINANCIAL INSTRUMENTS AND FINANCIAL RISKS
The Group’s activities have exposure to credit risks, market risks (including foreign currency risks, interest rates risks and equity price risk)
and liquidity risks arising in the ordinary course of business. The Group’s overall risk management strategy seeks to minimise adverse effects
from the volatility of financial markets on the Group’s financial performance.
The Board of Directors is responsible for setting the objectives and underlying principles of financial risk management for the Group.
The Group’s management then establishes detailed policies, such as risk identification and measurement, exposure limits and hedging
strategies, in accordance with the objectives and underlying principles approved by the Board of Directors.
There has been no change to the Group’s exposure to these financial risks or the way the risks are managed and measured, except for those
key estimates and judgements applied in Note 3 to the financial statements.
The Group does not hold or issue derivative financial instruments for trading purposes or to hedge against fluctuations, if any, in interest
rates and foreign exchange rates.
26.1 CREDIT RISKS
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual
obligations. The Group has adopted a policy of only dealing with creditworthy counterparties as a means of mitigating the risk of financial
loss from defaults or requiring partial or full advance payments from customers. The Group performs ongoing credit evaluations of its
counterparties’ financial conditions. The Group generally does not require collateral.
The Board of Directors has established a credit policy under which each new customer is analysed individually for creditworthiness before
the Group’s standard payment and delivery terms and conditions are offered.
The Board of Directors determines concentrations of credit risk by quarterly monitoring the creditworthiness rating of existing customers
and through a monthly review of the trade receivables’ ageing analysis.
The Group has significant credit exposure arising from non-current receivables due from an affiliated company amounting $2,357,002
(2024: $2,152,539), representing 41% (2024: 40%) of the total trade and other receivables.
As the Group does not hold any collateral, the maximum exposure to credit risk from each class of financial instruments is the carrying
amount of that financial instruments presented in the consolidated statement of financial position.
EXPECTED CREDIT LOSS ASSESSMENT FOR TRADE RECEIVABLES DUE FROM THIRD PARTIES
The Group applies a simplified approach to measure the expected credit losses for trade receivables. To measure expected credit losses on
a collective basis, trade receivables are grouped based on similar credit risk and ageing.
The expected loss rates are based on the Group’s historical credit losses experienced. The historical loss rates are then adjusted for current
and forward-looking information on macroeconomic factors affecting the Group’s customers.
The following table provides information about the exposure to credit risk and expected credit loss for the Group’s trade receivables from
third parties as at 30 September 2025.
| $ | 2025 | 2024 |
| Current | 771,262 | 696,685 |
| Past due 1 to 30 days | 46,666 | 90,779 |
| Past due 31 to 60 days | 36,073 | 11,798 |
| Past due over 60 days | 7,377 | 59,351 |
| 861,378 | 858,613 |
The Group assessed that the trade receivables due from third parties are subject to immaterial expected credit losses.
EXPECTED CREDIT LOSS ASSESSMENT FOR TRADE AND OTHER RECEIVABLES DUE FROM AN AFFILIATED COMPANY AND THIRD
PARTIES
Movement in the loss allowance for trade and other receivables are as follows:
| $ | 2025 | 2024 |
| At 1 October | 4,406,063 | 4,406,063 |
| Loss allowance for the year (Note 15) | 3,008 | − |
| At 30 September | 4,409,071 | 4,406,063 |
For amount due from an affiliated company (Note 15), the Board of Directors has considered information that it has available internally
about the affiliated company’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 significant increase in credit risk on the amount due from an affiliated company by
considering their performance and any defaults on external debts.
The loss allowance was measured at an amount equal to the lifetime expected credit losses which is credit impaired.
Based on the Board of Director’s review, no further loss allowance on the amount due from an affiliated company is required.
OTHER RECEIVABLES DUE FROM THIRD PARTIES
For other receivables, the Board of Directors adopts a policy of dealing with high credit quality counterparties. The Board of Directors
monitors and assesses at each reporting date any indicators of significant increase in credit risk on these other receivables. Other than
those impaired as detailed in Note 15 to the financial statements, other receivables are measured at twelve-month expected credit loss and
subject to immaterial credit loss.
CASH AND CASH EQUIVALENTS
Cash at bank are mainly deposits with reputable banks with high credit ratings assigned by international credit rating agencies. Capital
controls and specific approvals may be applied from time to time by the competent authorities in the relevant jurisdictions.
The Board of Directors monitors the credit ratings of counterparties regularly. Impairment on cash and cash equivalents and fixed deposits
have been measured on the twelve-month expected loss. At the reporting date, the Group did not expect any credit losses from non-
performance by the counterparties.
The cash and cash equivalents are categorised under the following countries:
| $ | 2025 | 2024 |
| Singapore | 84,157 | 30,745 |
| Vietnam | 111,318 | 229,993 |
| Myanmar | 1,352,897 | 521,824 |
| 1,548,372 | 782,562 |
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2025
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 SEPTEMBER 2025
ASIA STRATEGIC HOLDINGS LIMITED AND ITS SUBSIDIARIES ASIA STRATEGIC HOLDINGS LIMITED AND ITS SUBSIDIARIES
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26.2 MARKET RISKS
Market risk arises from the Group’s use of interest bearing, tradable and foreign currency financial instruments. It is the risk that the fair
value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates (currency risk) or interest
rates (interest rate risk).
FOREIGN CURRENCY RISKS
Foreign exchange risk arises when individual entities within the Group enter into transactions denominated in a currency other than their
functional currency.
The currencies that give rise to this risk of the Group is primarily the Myanmar Kyat (“MMK”) and Vietnamese Dong (“VND”).
There is exposure to the MMK as some Myanmar subsidiaries have USD as their functional currency.
The Group has not entered into any currency forward exchange contracts as at the end of the reporting period.
The Group’s material exposure from foreign currency denominated financial assets and financial liabilities as at the end of the reporting
period is as follows:
| 2025 ($) | USD | MMK | VND | Others | Total |
| Financial assets | 1,746,859 | 3,411,578 | 522,368 | 50,640 | 5,731,445 |
| Financial liabilities | (8,507,464) | (15,343,112) | (5,177,486) | (1,271,916) | (30,299,978) |
| Net financial position | (6,760,605) | (11,931,534) | (4,655,118) | (1,221,276) | (24,568,533) |
| Add: Net financial liabilities/(assets) denominated in the | |||||
| respective entities’ functional currencies | |||||
| 10,092,795 | 10,758,035 | 4,655,118 | (2,376) | 25,503,572 | |
| Net financial position, adjusted for financial assets/ | |||||
| (liabilities) denominated in the respective entities’ | |||||
| functional currencies | |||||
| 3,332,190 | (1,173,499) | − | (1,223,652) | 935,039 |
| 2024 ($) | USD | MMK | VND | Others | Total |
| Financial assets | 2,708,699 | 1,041,353 | 582,458 | 23,499 | 4,356,009 |
| Financial liabilities | (7,222,668) | (8,955,691) | (8,770,606) | (739,296) | (25,688,261) |
| Net financial position | (4,513,969) | (7,914,338) | (8,188,148) | (715,797) | (21,332,252) |
| Add: Net financial liabilities/(assets) denominated in the | |||||
| respective entities’ functional currencies | |||||
| 4,641,336 | 8,892,637 | 8,186,171 | − | 21,720,144 | |
| Net financial position, adjusted for financial assets/(liabilities) | |||||
| denominated in the respective entities’ functional currencies | |||||
| 127,367 | 978,299 | (1,977) | (715,797) | 387,892 |
Foreign currency sensitivity analysis
The following table details the Group’s sensitivity to a 25% (2023: 30%) change in the Myanmar Kyat against the United States Dollar. The
sensitivity analysis assumes an instantaneous change in the foreign currency exchange rates at the reporting date, with all other variables
held constant.
| Gain / (loss) before tax | ||
| $ | 2025 | 2024 |
| Myanmar Kyat | ||
| Strengthen against United States Dollar | (293,000) | 285,000 |
| Weaken against United States Dollar | 293,000 | (285,000) |
INTEREST RATE RISK
The Group is not exposed to any significant interest rate risk as at the reporting date as it does not have significant variable interest-bearing
financial assets and liabilities. The Group is primarily exposed to fixed rate interest bearing loans from a shareholder and loans receivable due
from subsidiary, respectively. Accordingly, interest rate risk sensitivity analysis disclosure is deemed not necessary.
26.3 LIQUIDITY RISKS
Liquidity risk arises from the Group’s management of working capital and the finance charges and principal repayments on its debt
instruments. It is a risk that the Group will encounter difficulty in meeting its financial obligations as they mature.
The following table details the Group’s contractual maturity schedule for its non-derivative financial liabilities. The table has been drawn up
based on undiscounted cash flows of financial liabilities based on the earlier of the contractual date or when the Group is expected to pay.
The table includes both expected interest and principal cash flows.
| $ | |||||
| Less than | |||||
| 1 year | |||||
| Between | |||||
| 1 and 2 years | |||||
| Between | |||||
| 2 and 5 years | |||||
| Over | |||||
| 5 years | Total | ||||
| 2025 | |||||
| Trade and other payables (excluding sales tax) | 8,127,794 | − | − | − | 8,127,794 |
| Loans from a shareholder | − | 4,723,055 | − | − | 4,723,055 |
| Lease liabilities | 4,249,961 | 3,843,258 | 7,851,123 | 11,339,229 | 27,283,571 |
| 12,377,755 | 8,566,313 | 7,851,123 | 11,339,229 | 40,134,420 | |
| 2024 | |||||
| Trade and other payables (excluding sales tax) | 8,173,765 | − | − | − | 8,173,765 |
| Loans from a shareholder | − | − | 5,302,301 | − | 5,302,301 |
| Lease liabilities | 2,826,044 | 3,818,752 | 7,543,108 | 3,264,420 | 17,452,324 |
| 10,999,809 | 3,818,752 | 12,845,409 | 3,264,420 | 30,928,390 |
26.4 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
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 value.
The carrying amounts of loans due to a shareholder approximate their fair value as the interest rates approximate the market interest rates
for such liabilities.
The carrying amounts of non-current receivables and non-current rental deposits approximate their fair value due to insignificant effects of
discounting.
27. CAPITAL RISK MANAGEMENT POLICIES AND OBJECTIVES
The Group manages its capital to continue as a going concern and maintains an optimal capital structure to maximise shareholder value. The
Group sets the amount of capital it requires in proportion to risk. The Group manages its capital structure and adjusts it in light of changes
to economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Group may issue
new shares, convertible notes or enter into new debt arrangements.
The capital structure of the Group consists of equity attributable to the equity holders of the Company comprising other reserves and loans
from a shareholder and convertible notes.
The Group’s management reviews the capital structure on an annual basis. As part of this review, management considers the cost of capital,
and the risks associated with each class of capital. The Group’s overall strategy remains unchanged from 30 September 2024.
The Group is not subject to externally imposed capital requirements for the financial years ended 30 September 2025 and 30 September
2024.
ASIA STRATEGIC HOLDINGS LIMITED (ASIA: LSE) IS AN
INDEPENDENT DEVELOPER AND OPERATOR OF CONSUMER
BUSINESSES LOCATED IN EMERGING ASIA, HOME TO SOME OF
THE FASTEST-GROWING ECONOMIES IN THE WORLD.
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