FOR IMMEDIATE
RELEASE
27 March
2024
Asia Wealth Group Holdings
Limited
("Asia Wealth", the “Group” or
the "Company")
UNAUDITED INTERIM
RESULTS
FOR THE SIX MONTHS ENDED 31
AUGUST 2023
The Board notes that it omitted to announce its
unaudited interim results to 31 August
2023, in line with its reporting deadline of 30 November 2023. The unaudited interim results
were approved by the board on 27 October
2023. The announcement of the approved accounts is as
follows.
The Board is pleased to report the unaudited
interim results of Asia Wealth Group Holdings Limited (“Accounts”)
for the period from 1 March 2023 to
31 August 2023. These Accounts have been
prepared under IFRS and will shortly be available via the Company’s
website, www.asiawealthgroup.com.
Chairman’s
Statement
Financial
Highlights
The highlights for the six
months ended 31 August 2023
include:
-
Consolidated revenue of
US$523,350 (2022: US$843,863)
-
Gross profit for Meyer Group of
US$325,062 (representing a gross
margin of 62%) (2022: US$405,506 and
48%)
-
Cash at bank and on hand of
US$1,034,152 at 31 August 2023 (2022: $1,187,226).
The Group reports a loss after tax of US$93,790 on sales of US$523,350 for the six months ended 31 August 2023. These sales were principally
generated by the Company’s wholly owned subsidiary, Meyer Asset
Management Ltd., BVI. This result was principally caused by
reduced revenue, but also by
continuing unrealised exchange
losses on a weak Yen.
Cash balance has decreased by
US$105,446 and net assets by
US$81,693, respectively, since
1st March
2023.
The Board has taken and is
continuing to forge new revenue generating relationships, as well
as expanding revenue creating opportunities, in both new avenues
and existing. We continue to seek alliances and partnerships with
firms in the same and new
sectors.
Asia Wealth continues to seek
investment opportunities in the UK as well as in the Asia region and is currently engaged in
multiple discussions on various potential
acquisitions.
The Directors continue to run the business in a cost-effective
manner.
The Accounts have not been
audited or reviewed by the Company’s
auditors.
The Directors of the Company
accept responsibility for the content of this
announcement.
Richard
Cayne
Executive Chairman
Contacts:
Richard Cayne
(Executive Chairman)
Asia Wealth Group Holdings Limited, +66 2 2611
2561
www.asiawealthgroup.com
Guy Miller
(Corporate Advisers)
Peterhouse Capital Limited, +44 20 7220
9795
EXTRACTS ARE SET OUT
BELOW:
ASIA WEALTH GROUP
HOLDINGS LIMITED
Consolidated Statement of Financial
Position
At 31 August
2023
Expressed in U.S.
Dollars
|
|
Note(s) |
|
31-Aug-23 |
|
31-Aug-22 |
|
|
|
|
|
|
|
Non-current
assets |
|
|
|
|
|
|
Fixed
assets |
|
3 |
|
4,255 |
|
3,948 |
Investment
property |
|
4,13 |
|
603,891 |
|
578,250 |
|
|
|
|
|
|
|
|
|
|
|
608,146 |
|
582,198 |
|
|
|
|
|
|
|
Current
assets |
|
|
|
|
|
|
Cash and cash
equivalents |
|
|
|
1,034,152 |
|
1,187,226 |
Trade
receivables |
|
|
|
79,034 |
|
127,427 |
Financial assets at fair value
through profit or loss |
|
5 |
|
210,594 |
|
283,324 |
Loans and other
receivables |
|
6 |
|
44,461 |
|
56,434 |
Due from
director |
|
7 |
|
418,753 |
|
464,359 |
Prepaid
tax |
|
|
|
941 |
|
650 |
Prepayments and other
assets |
|
|
|
54,010 |
|
48,048 |
|
|
|
|
|
|
|
|
|
|
|
1,841,945 |
|
2,167,468 |
|
|
|
|
|
|
|
Total
assets |
|
|
$ |
2,450,091 |
$ |
2,749,666 |
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
Share
capital |
|
8 |
|
913,496 |
|
913,496 |
Treasury
shares |
|
8 |
|
(318,162) |
|
(318,162) |
Consolidation
reserve |
|
|
|
391,793 |
|
405,997 |
Translation
reserve |
|
|
|
35,679 |
|
(26,008) |
Retained
earnings |
|
|
|
287,287 |
|
386,760 |
|
|
|
|
|
|
|
Total
equity |
|
|
|
1,310,093 |
|
1,362,083 |
|
|
|
|
|
|
|
Current
liabilities |
|
|
|
|
|
|
Trade
payables |
|
|
|
1,105,192 |
|
1,346,464 |
Other payables and accrued
expenses |
|
7 |
|
34,806 |
|
41,119 |
|
|
|
|
|
|
|
Total
liabilities |
|
|
|
1,139,998 |
|
1,387,583 |
|
|
|
|
|
|
|
Total equity and
liabilities |
|
|
$ |
2,450,091 |
$ |
2,749,666 |
ASIA WEALTH GROUP HOLDINGS
LIMITED
Consolidated Statement of
Comprehensive
Income
For the half year
ended 31 August
2023
Expressed in U.S.
Dollars
|
|
Note(s) |
|
Mar –
Aug 2023 |
|
Mar –
Aug 2022 |
|
|
|
|
|
|
|
Revenue |
|
|
|
|
|
|
Commission
income |
|
|
|
523,350 |
|
843,863 |
|
|
|
|
|
|
|
|
|
|
|
523,350 |
|
843,863 |
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
Commission
expense |
|
|
|
198,043 |
|
438,297 |
Directors’
fees |
|
7 |
|
171,027 |
|
170,661 |
Professional
fees |
|
7 |
|
121,412 |
|
127,054 |
Salaries and
wages |
|
|
|
21,084 |
|
30,271 |
Office
expenses |
|
|
|
21,405 |
|
23,786 |
Rent |
|
|
|
8,402 |
|
8,045 |
Travel and
entertainment |
|
|
|
24,213 |
|
27,237 |
Marketing |
|
|
|
3,584 |
|
3,914 |
Impairment
losses |
|
|
|
- |
|
- |
Depreciation |
|
3 |
|
380 |
|
871 |
Other
expenses |
|
|
|
21,260 |
|
5,494 |
|
|
|
|
|
|
|
|
|
|
|
590,810 |
|
835,630 |
|
|
|
|
|
|
|
Net
profit/(loss) from
operations |
|
|
|
(67,460) |
|
8,233 |
|
|
|
|
|
|
|
Other
income/(expenses) |
|
|
|
|
|
|
Net
foreign currency exchange
gain/(loss) |
|
|
|
(36,948) |
|
(197,409) |
Other
income |
|
|
|
10,618 |
|
6,609 |
|
|
|
|
|
|
|
|
|
|
|
(26,330) |
|
(190,800) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
profit/(loss) before
taxation |
|
|
|
(93,790) |
|
(182,567) |
|
|
|
|
|
|
|
Taxation |
|
9 |
|
- |
|
- |
|
|
|
|
|
|
|
Total
comprehensive
income/(loss) |
|
|
$ |
(93,790) |
$ |
(182,567) |
|
|
|
|
|
|
|
Total
comprehensive income/(loss) attributable to
equity |
|
|
|
|
|
holders of the Parent
Company |
|
|
$ |
(93,790) |
$ |
(182,567) |
|
|
|
|
|
|
|
Earnings/(losses) per share attributable to the
equity holders of the Parent
Company: |
|
|
Basic
earnings per share |
|
10 |
$ |
(0.00844) |
|
(0.01643) |
Diluted earnings per
share |
|
10 |
$ |
(0.00844) |
|
(0.01643) |
|
|
|
|
|
|
|
|
ASIA WEALTH GROUP HOLDINGS
LIMITED
Consolidated Statement of
Changes in Equity
For the half year
ended 31 August
2023
Expressed in U.S.
Dollars
|
Attributable to Equity Holders
of the Parent Company |
|
|
Share
Capital |
Treasury
Shares |
Consolidation
Reserve |
Translation
Reserve |
Retained
Earnings |
Equity |
|
Number |
|
US$ |
|
|
|
|
|
Balances at beginning of 1 Mar
2023 |
11,433,433 |
|
913,496 |
(318,162) |
391,793 |
23,582 |
381,077 |
1,391,786 |
Translation
differences |
- |
|
- |
- |
- |
12,097 |
- |
12,097 |
Total comprehensive
income |
- |
|
- |
- |
- |
- |
(93,790) |
(93,790) |
|
|
|
|
|
|
|
|
|
Balances at end of 31 Aug
2023 |
11,433,433 |
|
$913,496 |
$(318,162) |
$391,793 |
$35,679 |
$287,287 |
$1,310,093 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to Equity Holders
of the Parent Company |
|
|
Share
Capital |
Treasury
Shares |
Consolidation
Reserve |
Translation
Reserve |
Retained
Earnings |
Equity |
|
Number |
|
US$ |
|
|
|
|
|
Balances at beginning of 1 Mar
2022 |
11,433,433 |
|
913,496 |
(318,162) |
405,997 |
16,001 |
569,327 |
1,586,659 |
Translation
differences |
- |
|
- |
- |
- |
(42,009) |
- |
(42,009) |
Total comprehensive
income |
- |
|
- |
- |
- |
- |
(182,567) |
(182,567) |
|
|
|
|
|
|
|
|
|
Balances at end of 31 Aug
2022 |
11,433,433 |
|
$913,496 |
$(318,162) |
$405,997 |
$(26,008) |
$386,760 |
$1,362,083 |
ASIA WEALTH GROUP HOLDINGS
LIMITED
Consolidated Statement of Cash
Flows
For the half year
ended 31 August
2023
Expressed in U.S. Dollars
|
|
|
|
Mar –
Aug 2023 |
|
Mar –
Aug 2022 |
|
|
|
|
|
|
|
Operating
activities |
|
|
|
|
|
|
Total
comprehensive income/(Loss) |
|
|
|
(93,790) |
|
(182,567) |
|
|
|
|
|
|
|
Adjustments for: |
|
|
|
|
|
|
Depreciation |
|
|
|
380 |
|
871 |
Net
unrealised (gain)/loss on investment
property |
|
|
|
(3,677) |
|
66,693 |
Net
foreign currency exchange
(gain)/loss |
|
|
|
12,097 |
|
(42,009) |
|
|
|
|
|
|
|
Operating income/(loss) before changes in operating
assets and liabilities |
(84,990) |
|
(157,012) |
|
|
|
|
|
|
|
Changes in operating assets and
liabilities: |
|
|
|
|
|
|
Decrease/(Increase) in trade
receivables |
|
|
|
13,638 |
|
(7,375) |
Decrease/(Increase) in loan and other
receivable |
|
|
|
4,998 |
|
6,182 |
Decrease/(Increase) in prepaid
tax |
|
|
|
(269) |
|
(202) |
Decrease/(Increase) in prepayments and other
assets |
|
|
|
9,709 |
|
19,229 |
Increase/(Decrease) in trade
payables |
|
|
|
(34,385) |
|
121,385 |
Increase/(Decrease) in other payables and accrued
expenses |
|
|
(16,611) |
|
(11,889) |
|
|
|
|
|
|
|
Net
cash flows from/(used in) operating
activities |
|
|
|
(107,910) |
|
(29,682) |
|
|
|
|
|
|
|
Investing
activities |
|
|
|
|
|
|
Acquisition of fixed
assets |
|
|
|
- |
|
(618) |
|
|
|
|
|
|
|
Cash
flows from/(used in) investing
activities |
|
|
|
- |
|
(618) |
|
|
|
|
|
|
|
Financing
activities |
|
|
|
|
|
|
Net
advances from/(to) related party |
|
|
|
2,464 |
|
769 |
|
|
|
|
|
|
|
Cash
flows from/(used in) financing
activities |
|
|
|
2,464 |
|
769 |
|
|
|
|
|
|
|
Net
increase/(decrease) in cash and cash
equivalents |
|
|
|
(105,446) |
|
(29,531) |
|
|
|
|
|
|
|
Cash
and cash equivalents at beginning of
year |
|
|
|
1,139,598 |
|
1,216,757 |
|
|
|
|
|
|
|
Cash
and cash equivalents at end of
period |
|
|
$ |
1,034,152 |
$ |
1,187,226 |
|
|
|
|
- |
|
- |
|
|
|
|
|
|
|
Cash
and cash equivalents comprise cash at
bank. |
|
|
|
|
|
|
ASIA WEALTH GROUP HOLDINGS
LIMITED
Notes to and forming part of
the Consolidated Financial
Statements
For the half year
ended 31 August
2023
Expressed
in U.S. Dollars
1)
GENERAL
INFORMATION
Asia Wealth
Group Holdings Limited (the “Parent Company”) was incorporated in
the British Virgin Islands on
7 October 2010 under the BVI Business
Companies Act, 2004. The liability of the shareholders is
limited by shares. The Parent Company maintains its
registered office in the British Virgin
Islands. The consolidated financial statements were
authorised for issue by the Board of Directors on 27 October 2023.
The principal
activity of the Parent Company and its subsidiaries (the “Group”)
is to provide wealth management advisory services to Asian-based
high net worth individuals and
corporations.
The Parent
Company’s shares were listed on the PLUS Stock Exchange based in
London, United Kingdom. In
June 2012, ICAP Plc, an interdealer
broker based in London, United
Kingdom, bought PLUS Stock Exchange and rebranded and
relaunched it as ICAP Securities & Derivatives Exchange
(“ISDX”). On 30 December 2016,
ISDX was renamed NEX Exchange. In March
2020, the U.K. Financial Conduct Authority approved the
acquisition of NEX Exchange Limited by Aquis Exchange PLC.
Consequently, NEX Exchange changed its name to Aquis Stock Exchange
(“AQSE”). The Parent Company’s shares were automatically listed to
AQSE.
The Parent
Company has the following subsidiaries as at 31 August 2023 and 31
August 2022:
|
Incorporation |
Country
of |
Functional |
Ownership |
|
Date |
Incorporation |
Currency |
Interest |
|
|
|
|
2022 |
2021 |
|
|
|
|
|
|
Meyer Asset Management Ltd. (“Meyer
BVI”) |
2000 |
British Virgin
Islands |
U.S. Dollars |
100.00% |
100.00% |
Meyer International Limited (“Meyer
Thailand”) |
2010 |
Thailand |
Thailand Baht |
49.00% |
49.00% |
Nihon Wealth Management Company Limited (formerly
Prime RE Limited) |
2016 |
Thailand |
Thailand
Baht |
49.00% |
49.00% |
On
13 June 2012, Meyer BVI was licensed
to provide investment business services under Section 3 of the
Securities and Investment Business Act, 2010 of the British Virgin
Islands.
On
23 September 2016, Meyer Thailand
acquired 51.00% of Nihon Wealth Management Company
Limited.
On
20 October 2016, 51.00% of Meyer
Thailand, owned beneficially via a trust agreement in favour of
Meyer BVI, was acquired by Nihon Wealth Management Company
Limited.
Therefore the
Parent Company is the indirect owner of 51.00% of the outstanding
shares of Nihon Wealth Management Company Limited and Meyer
Thailand, and accordingly the Parent Company has accounted for them
as wholly owned subsidiaries.
2)
SIGNIFICANT ACCOUNTING
POLICIES
The
significant accounting policies adopted in the preparation of the
Group’s consolidated financial statements are set out below.
The accounting policies have
been consistently applied by the Group and are consistent with
those used in the previous year, unless otherwise
stated.
a)
Basis of
preparation
Statement of
compliance
The
consolidated financial statements of the Group have been prepared
in accordance with International Financial Reporting Standards
(“IFRSs”) and interpretations issued by the IFRS Interpretations
Committee (“IFRS IC”) applicable to companies reporting under
IFRSs. The financial statements comply with IFRSs as issued
by the International Accounting Standards
Board.
Historical cost
convention
The
consolidated financial statements have been prepared on the basis
of historical costs and do not take into account increases in the
market value of assets except for financial assets at fair value
through profit or loss and investment property measured at fair
value.
The Group’s
consolidated financial statements and records are presented and
maintained in U.S. Dollars, rounded to the nearest
dollar.
New
and amended standards
There are no
new, revised or amended IFRSs or IFRS IC interpretations that are
effective for the first time for the financial period beginning
1 March 2022 that would be expected
to have a material impact on the Group’s consolidated financial
statements.
A number of
new standards, amendments to standards and interpretations are
effective for annual periods beginning after 1 March 2022, and have not been adopted early in
preparing these consolidated financial statements. None of
these are expected to have a significant effect on the consolidated
financial statements of the Group.
b)
Critical estimates and
judgments
The
preparation of consolidated financial statements requires the use of accounting estimates which may differ from actual results. Management also needs to exercise judgments in the application of policies.
Below is an overview of the areas that involved a higher degree of judgment or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be wrong.
The
areas involving significant estimates or judgments are:
Impairment of receivables
Determination of fair value of investment property Estimating the useful lives of fixed assets Judgment on going concern
Fair value of securities not quoted in an active market Fair value of investments in funds
2)
SIGNIFICANT ACCOUNTING POLICIES
(Cont’d)
b)
Critical estimates and judgments
(Cont’d)
The
estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised prospectively. They are based on historical experience and other factors, including expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances.
Impairment
of receivables
Provision for
doubtful accounts is maintained at a level considered adequate to
provide for potentially uncollectible receivables. The level
of allowance for doubtful accounts is based on ageing of the
accounts receivable, past collection trends and other factors that
may affect collectability, including knowledge of individual
customer circumstances, customer credit-worthiness and current
economic trends. An allowance account is used when there is
objective evidence that the Group will not be able to collect all
amounts due according to the original terms of the
agreement.
Determination of fair
value of investment property
The Group
obtains independent valuations for its investment property at least
annually. At the end of each reporting period, the Directors update
their assessment of the fair value, taking into account the most
recent independent valuations. The Directors determine a property’s
value within a range of reasonable fair value estimates. The best
evidence of fair value is current prices in an active market for
similar properties. Where such information is not available the
Directors consider information from a variety of sources
including:
-
current prices
in an active market for properties of a different nature or recent
prices of similar properties in less active markets, adjusted to
reflect those differences
-
discounted
cash flow projections based on reliable estimates of future cash
flows
-
capitalised
income projections based on a property’s estimated net market
income, and a capitalisation rate derived from an analysis of
market evidence.
Estimating the useful lives of fixed
assets
The useful
lives of the Group’s fixed assets are estimated based on the period
which they are expected to be available for use. The
estimated useful lives of fixed assets are reviewed and updated if
expectations differ materially from previous
estimates.
Judgment on going
concern
A key assumption in the preparation of the
consolidated financial statements is that the Group will continue
as a going concern. The going concern assumption assumes that the
Group will continue in operation for the foreseeable future and
will be able to realise its assets and discharge its liabilities in
the normal course of
operations.
2)
SIGNIFICANT ACCOUNTING POLICIES
(Cont’d)
b)
Critical estimates and judgments
(Cont’d)
Fair value of securities not quoted in an
active market
The fair value of such securities not
quoted in an active market may be determined by the Group using
reputable pricing sources. Broker quotes as obtained from the
pricing sources may be indicative and not executable or binding.
The Group would exercise judgment on the quantity and quality of
pricing sources used. Where no market data is available, the Group
may value positions using its own models, which are usually based
on valuation methods and techniques generally recognised as
standard within the industry. The inputs into these models are
primarily earning multiples and discounted cash flows. The models
used to determine fair values are validated and periodically
reviewed by experienced personnel at the Group, independent of the
party that created them. The models used for private equity
securities are based mainly on earnings multiples (based on the
historical earnings of the issuer over the past decade), adjusted
for lack of marketability and control premiums. The models used for
debt securities are based on net present value of estimated future
cash flows, adjusted as appropriate for liquidity, and credit and
market risk factors.
Models use observable data, to the extent
practicable. However, areas such as credit risk (both own and
counterparty), volatilities and correlations require management to
make estimates. Changes in assumptions about these factors could
affect the reported fair value of financial instruments. The
sensitivity to unobservable inputs is based on management’s
expectation of reasonable possible shifts in these inputs, taking
into consideration historical volatility and estimations of future
market movements.
The determination of what constitutes
‘observable’ requires significant judgment by the Group. The Group
considers observable data to be market data that is readily
available, regularly distributed or updated, reliable and
verifiable, not proprietary, and provided by independent sources
that are actively involved in the relevant
market.
Fair value of investments in
funds
The fair value of investments in underlying
funds that are not quoted in an active market is determined
primarily by reference to the latest available redemption price of
such units for each underlying fund, as determined by the
administrator of such underlying fund. The Group may make
adjustments to the reported net asset value of various underlying
funds based on considerations such
as:
-
the liquidity of the underlying fund or its underlying investments;
-
the value date of the net asset value
provided;
-
any restrictions on redemptions; and
-
the basis of accounting and, in instances where the basis of accounting is other than fair value, fair valuation information provided by the underlying fund’s
advisors.
The models used to
determine fair value of investments in funds are validated and
periodically reviewed by experienced personnel at the Group,
independent of the party that created
them.
2)
SIGNIFICANT ACCOUNTING POLICIES
(Cont’d)
c)
Principles of
consolidation
Subsidiaries
The
consolidated financial statements include the financial statements
of the Parent Company and its subsidiaries for the half year ended
31 August 2023. Details of the Group are set out in note
1.
Subsidiaries
are all entities (including structured entities) over which the
Group has control. The Group controls an entity where the Group is
exposed to, or has rights to, variable returns from its involvement
with the entity and has the ability to affect those returns through
its power to direct the activities of the entity. Subsidiaries are
fully consolidated from the date on which control is transferred to
the Group. They are deconsolidated from the date that control
ceases.
Inter-company
transactions, balances and unrealised gains on transactions between
Group companies are eliminated. Unrealised losses are also
eliminated unless the transaction provides evidence of an
impairment of the transferred asset. Accounting policies of
subsidiaries have been changed where necessary to ensure
consistency with the policies adopted by the
Group.
Non-controlling interests
in the results and equity of subsidiaries are shown separately in
the consolidated financial
statements.
Acquisitions
The
acquisition method of accounting is used to account for business
combinations by the Group.
The
consideration transferred for the acquisition of a subsidiary or
business comprises the fair value of the assets transferred, the
liabilities incurred and the equity interests issued by the
Group. The consideration transferred also includes the fair
value of any contingent consideration arrangement and the fair
value of any pre-existing equity interest in the
subsidiary.
Acquisition-related costs
are expensed as incurred.
Identifiable
assets acquired and liabilities and contingent liabilities assumed
in a business combination are, with limited exceptions, measured
initially at their fair values at the acquisition
date.
On an
acquisition-by-acquisition basis, the Group recognises any
non-controlling interest in the acquiree at the date of acquisition
either at fair value or at the non-controlling interest’s
proportionate share of the acquired entity’s net identifiable
assets.
The excess of
the consideration transferred, the amount of any non-controlling
interest in the acquired entity and the acquisition-date fair value
of any previous equity interest in the acquired entity over the
fair value of the net identifiable assets acquired is recorded as
goodwill. If these investments are less than the fair value of the
net identifiable assets of the business acquired, the difference is
recognised directly in profit or loss as a bargain
purchase.
2)
SIGNIFICANT ACCOUNTING POLICIES
(Cont’d)
c)
Principles of consolidation
(Cont’d)
Acquisitions
(Cont’d)
Where
settlement of any part of cash consideration is deferred, the
amounts payable in the future are discounted to their present value
as at the date of exchange. The discount rate used is the entity’s
incremental borrowing rate, being the rate at which a similar
borrowing could be obtained from an independent financier under
comparable terms and conditions.
Contingent
consideration is classified either as equity or a financial
liability. Amounts classified as a financial liability are
subsequently remeasured to fair value with changes in fair value
recognised in profit or loss.
If the
business combination is achieved in stages, the acquisition date
carrying value of the acquirer’s previously held equity interest in
the acquiree is remeasured to fair value at the acquisition date.
Any gains or losses arising from such remeasurement are recognised
in profit or loss.
d)
Fixed assets
Fixed assets
are stated at historical cost less accumulated depreciation and
impairment loss, if any. Historical cost includes expenditure that is directly attributable to the acquisition of the
items.
Subsequent
costs are included in the asset’s carrying amount or recognised as
a separate asset, as appropriate, only when it is probable that
future economic benefits associated with the item will flow to the
Group and the cost of the item can be measured reliably. The
carrying amount of any component accounted for as a separate asset
is derecognised when replaced. All other repairs and maintenance
are charged to profit or loss during the reporting period in which
they are incurred.
Depreciation
is charged to the consolidated statement of comprehensive income on
a straight line basis over the estimated useful lives of the fixed
assets.
The annual
rates of depreciation in use are as
follows:
Leasehold
improvements
20%
Office
equipment
20-33%
Vehicles
20%
e)
Investment
property
Investment property, which is property held
to earn rentals and/or for capital appreciation and is not occupied
by the Group, is measured initially at cost, including transaction
costs.
Transaction costs include transfer taxes,
professional fees for legal services and initial leasing
commissions to bring the property to the condition necessary for it
to be capable of operating. The carrying amount also includes the
cost of replacing part of an existing investment property at the
time that cost is incurred if the recognition criteria are
met.
2)
SIGNIFICANT ACCOUNTING POLICIES
(Cont’d)
e)
Investment property
(Cont’d)
Subsequent to
initial recognition, investment property is measured at fair value.
Gains or losses arising from changes in the fair value of
investment property are included in the consolidated statement of
comprehensive income in the period in which they
arise.
Fair value is
based on active market prices, adjusted, if necessary, for
differences in the nature, location or condition of the specific
asset. If this information is not available, the Group uses
alternative valuation methods, such as recent prices on less active
markets or discounted cash flow projections. Valuations are
performed as at the reporting date by professional independent
appraisers who hold recognised and relevant professional
qualifications and have recent experience in the location and
category of investment property being valued. These valuations form
the basis for the carrying amounts in the consolidated financial
statements.
The fair value
of investment property reflects, among other things, rental income
from current leases and other assumptions market participants would
make when pricing the property under current market
conditions.
Subsequent
expenditure is capitalised to the asset’s carrying amount only when
it is probable that future economic benefits associated with the
expenditure will flow to the Group and the cost of the item can be
measured reliably. All other repairs and maintenance costs are
expensed when incurred. When part of an investment property is
replaced, the cost of the replacement is included in the carrying
amount of the property, and the fair value is
reassessed.
An investment property is derecognised upon
disposal or when the investment property is permanently withdrawn
from use and no future economic benefits are expected from the
disposal. Any gain or loss arising on derecognition of the
property, which is calculated as the difference between the net
disposal proceeds and the carrying amount of the asset, is included
in the statement of comprehensive income in the period in which the
property is derecognised.
Investment property is derecognised when it
has been disposed of or permanently withdrawn from use and no
future economic benefit is expected from its disposal. The
difference between the net disposal proceeds and the carrying
amount of the asset would result in either gains or losses at the
retirement or disposal of investment
property.
Investment property comprises condominium
units.
f)
Cash and cash
equivalents
For the
purpose of presentation in the consolidated statement of cash
flows, cash and cash equivalents include current deposits with
banks and other short-term highly liquid financial instruments with
original maturities of three months or less that are readily
convertible to known amounts of cash and are subject to an
insignificant risk of changes in value, and bank
overdrafts.
2)
SIGNIFICANT ACCOUNTING POLICIES
(Cont’d)
g)
Investments and other financial
instruments
i)
Classification
The
Group classifies its investments and other financial instruments at initial recognition into the following
categories:
-
those to be
measured subsequently at fair value, either through profit or loss
or other comprehensive income; and
-
those to be
measured at amortised cost.
The
classification depends on the entity’s business model for managing
the financial assets and the contractual terms of the cash
flows.
For
assets measured at fair value, gains and losses will either be
recorded in profit or loss or other comprehensive income. For
investments in equity instruments that are not held for trading,
this will depend on whether the Group has made an irrevocable
election at the time of initial recognition to account for the
equity investment at fair value through other comprehensive income
(FVOCI). The Group has not taken the option to irrevocably
designate any equity securities as
FVOCI.
The
Group reclassifies debt investments when and only when its business
model for managing those assets
changes.
Financial assets and liabilities at fair
value through profit or
loss
The
Group classifies the following financial assets at fair value
through profit or loss
(“FVPL”):
-
debt
investments that do not qualify for measurement at either amortised
cost or financial assets at fair value through other comprehensive
income (“FVOCI”);
-
equity
investments that are held for trading,
and
-
equity
investments for which the Group has not elected to recognise fair
value gains and losses through other comprehensive
income.
A financial
asset or financial liability is considered to be held for trading if:
-
-
-
it is acquired or incurred principally for
the purpose of selling or repurchasing in the near term;
or
-
on initial recognition, it is part of a
portfolio of identified financial instruments that are managed
together and for which, there is evidence of a recent actual
pattern of short- term profit-taking;
or
-
it is a derivative, except for a derivative
that is a financial guarantee contract or a designated and
effective hedging
instrument.
As at
31 August 2023, this comprised an
investment in a fund and investment in private
equity.
2)
SIGNIFICANT ACCOUNTING POLICIES
(Cont’d)
g)
Investments and other financial instruments
(Cont’d)
i)
Classification
(Cont’d)
Financial
instruments at amortised cost
Financial
assets and liabilities at amortised cost comprise debt
instruments. A debt instrument is measured at amortised cost
if it is held within a business model whose objective is to hold
financial assets in order to collect contractual cash flows and its
contractual terms give rise on specified dates to cash flows that
are solely payments of principal and interest on the principal
amount outstanding. The Group’s debt instruments include trade
receivables, due from director and loans and other
receivables.
ii)
Recognition, derecognition and
measurement
Regular
purchases and sales of financial assets are recognised on the trade
date, the date on which the Group commits to purchase or sell the
instrument.
Financial assets and financial liabilities
at fair value are initially recognised at fair value. Transaction
costs of financial assets and financial liabilities carried at FVPL
are expensed as incurred in the consolidated statement of
comprehensive income.
Financial assets and liabilities are
derecognised when the rights to receive cash flows from the
financial assets and liabilities have expired or the Group has
transferred substantially all risks and rewards of ownership.
Financial liabilities are derecognised when the obligation
specified in a contract is discharged, cancelled or
expired.
Debt
instruments
Subsequent
measurement of debt instruments depends on the Group’s business
model for managing the asset and the cash flow characteristics of
the asset. The following are the measurement categories into which
the Group classifies its debt
instruments:
Assets and liabilities that are held for
collection of contractual cash flows where those cash flows
represent solely payments of principal and interest are
subsequently measured at amortised cost using the effective
interest method. Interest income from these financial assets is
included in financial income. Any gain or loss arising on
derecognition is recognised directly in profit or loss and
presented in other gains/(losses) together with foreign exchange
gains and losses.
-
Fair value
through profit or loss
Assets that do not meet the criteria for
amortised cost or fair value through other comprehensive income are
measured at fair value through profit or loss. A gain or loss on a
debt investment that is subsequently measured at fair value through
profit or loss is recognised in profit or loss and presented net
within other gains/(losses) in the period in which it
arises.
2)
SIGNIFICANT ACCOUNTING POLICIES
(Cont’d)
g)
Investments and other financial instruments
(Cont’d)
ii)
Recognition, derecognition and measurement
(Cont’d)
Equity
instruments and other investment
funds
The Group
subsequently measures all equity instruments and other investment
funds at fair value.
Changes in the
fair value of financial assets at fair value through profit or loss
are recognised in other gains/(losses) in the consolidated
statement of comprehensive income as
applicable.
iii)
Fair value
estimation
Fair value is
the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market
participants at the measurement
date.
The fair value
of financial assets and liabilities that are not traded in an
active market is determined using valuation techniques. Valuation
techniques used include the use of comparable recent arm’s length
transactions and market price provided by the underlying entity as
a result of its independent appraiser’s valuation based on market
inputs. Investments in non-exchange traded investment funds
are recorded at the net asset value per share as reported by the
respective administrators of such
funds.
For assets and
liabilities that are measured at fair value on a recurring basis,
the Group identifies transfers between levels in the hierarchy by
re-assessing the categorisation (based on the lowest level of input
that is significant to the fair value measurement as a whole), and
deems transfers to have occurred at the beginning of each reporting
period.
iv)
Impairment
The Group applies the IFRS 9 general
approach which requires expected credit losses (“ECL”) to be
recognised based on the full three-stage model as
follows:
-
Stage 1: Items
that have not deteriorated significantly in credit quality since
initial recognition. A loss allowance equal to 12-month ECL
is recognised and interest income is calculated on the gross
carrying amount of the financial
asset.
-
Stage 2: Items
that have deteriorated significantly in credit quality since
initial recognition, but do not have objective evidence of a credit
loss event. A loss allowance equal to lifetime ECL is
recognised, but interest income is still calculated on the gross
carrying amount of the asset.
-
Stage 3: Items
that have objective evidence of impairment at the reporting
date. A loss allowance equal to lifetime ECL is recognised
and interest income is calculated on the net carrying
amount.
Impairment
losses are presented as a separate line item in the consolidated
statement of comprehensive income.
2)
SIGNIFICANT ACCOUNTING POLICIES
(Cont’d)
g)
Investments and other financial instruments
(Cont’d)
iv)
Impairment
(Cont’d)
The Group
considers a receivable in default when contractual payments are
over 365 days past due. However, in certain cases, the Group
may also consider a receivable to be in default when internal and
external information indicates that the Group is unlikely to
receive the outstanding contractual amounts in full before taking
into account any credit enhancements held by the Group. A
receivable is written off when there is no reasonable expectation
of recovering the contractual cash
flows.
Receivables
for which an impairment provision was recognised, are written off
against the provision when there is no expectation of recovering
additional cash.
h)
Equity
Share capital represents the nominal value of
shares that have been issued. Incremental costs directly
attributable to the issue of ordinary shares are recognised as a
deduction from equity.
Where any Group company purchases the Parent
Company’s equity instruments, for example as the result of a share
buy-back or a share-based payment plan, the consideration paid,
including any directly attributable incremental costs (net of
income taxes) is deducted from equity attributable to the owners of
the Group as treasury shares until the shares are cancelled or
reissued. Where such ordinary shares are subsequently reissued, any
consideration received, net of any directly attributable
incremental transaction costs and the related income tax effects,
is included in equity attributable to the owners of the
Group.
Retained earnings represent the cumulative
balance of periodic net income/loss, dividend distributions and
prior period adjustments, if any.
Other components of equity include the
following:
-
consolidation
reserve – comprises differences in the valuation bases and
post-acquisition reserves of investment in
subsidiaries.
-
translation
reserve – comprises foreign currency translation differences
arising from the translation of financial statements of the Group’s
foreign entities into the reporting
currency.
i)
Income and expense
recognition
In relation to
the rendering of professional services, the Group recognises fee
income as time is expended and costs are incurred, provided the
amount of consideration to be received is reasonably determinable
and there is reasonable expectation of its ultimate
collection.
Rental income
arising from operating leases on investment property is recognised
in the consolidated statement of comprehensive income on a straight
line basis over the term of the
lease.
Interest
income is recognised in the consolidated statement of comprehensive
income using the effective interest
method.
All expenses
are recognised in the consolidated statement of comprehensive
income on the accrual basis.
2)
SIGNIFICANT ACCOUNTING POLICIES
(Cont’d)
j)
Leases
The Group assessed and applied the short-term lease recognition
exemption under IFRS 16, “Leases”. Lease payments are recognised in
the consolidated statement of comprehensive income on a
straight-line basis over the term of the
lease.
k)
Impairment
The Group’s
other assets are tested for impairment whenever events or changes
in circumstances indicate that the carrying amount may not be
recoverable. An impairment loss is recognised for the amount by
which the asset’s carrying amount exceeds its recoverable amount.
The recoverable amount is the higher of an asset’s fair value less
costs of disposal and value in use. For the purposes of assessing
impairment, assets are grouped at the lowest levels for which there
are separately identifiable cash inflows which are largely
independent of the cash inflows from other assets or groups of
assets (cash-generating units). Non-financial assets other than
goodwill that suffered an impairment are reviewed for possible
reversal of the impairment at the end of each reporting
period.
If in a
subsequent period, the amount of an impairment loss decreases and
the decrease can be linked objectively to an event occurring after
the write-down, the write-down is reversed through the consolidated
statement of comprehensive income.
An impairment
is reversed only to the extent that the asset’s carrying amount
does not exceed the carrying amount that would have been
determined, net of depreciation or amortisation, if no impairment
loss had been recognised.
l)
Offsetting
Financial
assets and liabilities are offset and the net amount is reported in
the consolidated statement of financial position whenever the Group
has a legally enforceable right to set off the recognised amounts
and there is an intention to settle on a net basis or realise the
asset and settle the liability
simultaneously.
m)
Foreign currency
transactions
Functional
and presentation currency
Items included
in the financial statements of each of the Group’s entities are
measured using the functional currency of the primary economic
environment in which the entity
operates.
The
subsidiaries’ functional currencies are disclosed in note 1 to the
financial statements. The consolidated financial statements
are presented in U.S. Dollars, rounded to the nearest
dollar.
Transactions and
balances
Foreign
currency transactions are converted into U.S. Dollars using the
exchange rates at the dates of the transactions. Foreign exchange
gains and losses resulting from the settlement of such
transactions, and from the translation of monetary assets and
liabilities denominated in foreign currencies at year end exchange
rates, are generally recognised in profit or loss. They are
deferred in equity if they relate to qualifying cash flow hedges
and qualifying net investment hedges or are attributable to part of
the net investment in a foreign
operation.
2)
SIGNIFICANT ACCOUNTING POLICIES
(Cont’d)
m)
Foreign currency transactions
(Cont’d)
Transactions and
balances (Cont’d)
Foreign
exchange gains and losses that relate to borrowings are presented
in the consolidated statement of comprehensive income, within
finance costs. All other foreign exchange gains and losses are
presented in the consolidated statement of comprehensive income on
a net basis within other
gains/(losses).
Non-monetary
items that are measured at fair value in a foreign currency are
translated using the exchange rates at the date when the fair value
was determined. Translation differences on assets and liabilities
carried at fair value are reported as part of the fair value gain
or loss.
Group
companies
The results
and financial position of foreign operations (none of which has the
currency of a hyperinflationary economy) that have a functional
currency different from the presentation currency are translated
into the presentation currency as
follows:
-
assets and
liabilities for each statement of financial position presented are
translated at the closing rate at the date of that balance
sheet;
-
income and
expenses for each statement of comprehensive income are translated
at average exchange rates (unless this is not a reasonable
approximation of the cumulative effect of the rates prevailing on
the transaction dates, in which case income and expenses are
translated at the dates of the transactions);
and,
-
all resulting
exchange differences are recognised in other comprehensive
income.
On
consolidation, exchange differences arising from the translation of
any net investment in foreign entities, and of borrowings and other
financial instruments designated as hedges of such investments, are
recognised in other comprehensive income. When a foreign operation
is sold or any borrowings forming part of the net investment are
repaid, the associated exchange differences are reclassified to
profit or loss, as part of the gain or loss on
sale.
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.
Translation
reserve
Assets and liabilities of the Group’s
non-U.S. Dollar functional currency subsidiaries are translated
into U.S. Dollars at the closing exchange rates at the reporting
date. Revenues and expenses are translated at the average exchange
rates for the year. All cumulative differences from the translation
of the equity of foreign subsidiaries resulting from changes in
exchange rates are included in a separate caption within equity
without affecting income.
n)
Related parties
Related
parties are individuals and entities where the individual or entity
has the ability, directly or indirectly, to control the other party
or exercise significant influence over the other party in making
financial and operating decisions.
2)
SIGNIFICANT ACCOUNTING POLICIES
(Cont’d)
o)
Segment reporting
The Group’s
operating businesses are organised and managed separately according
to geographical area, with each segment representing a strategic
business unit that serves a different market. Financial
information on business segments is presented in note 11 of the
consolidated financial statements.
p)
Taxation
Taxation on
net profit before taxation for the year comprises both current and
deferred tax.
Current tax is
the expected income tax payable on the taxable income for the year,
using tax rates enacted or substantially enacted at the reporting
date and any adjustment to tax payable in respect of previous years
in the countries where the Parent Company and its subsidiaries
operate and generate taxable
income.
The Group
accounts for income taxes in accordance with IAS 12, “Income
Taxes,” which requires that a deferred tax liability be recognised
for all taxable temporary differences and a deferred tax asset be
recognised for an enterprise’s deductible temporary differences,
operating losses, and tax credit carry-forwards. A deferred
tax asset or liability is measured using the marginal tax rate that
is expected to apply to the last dollars of taxable income in
future years. The effects of enacted changes in tax laws or
rates are recognised in the period that includes the enactment
date.
3)
FIXED ASSETS
|
|
Leasehold
improvement |
|
Office
equipment |
|
Vehicles |
|
Total |
Cost: |
|
|
|
|
|
|
|
|
At 28 February
2023 |
|
20,281 |
|
45,646 |
|
55,392 |
|
121,319 |
Additions |
|
- |
|
- |
|
- |
|
- |
At 31 August
2023 |
|
20,281 |
|
45,646 |
|
55,392 |
|
121,319 |
|
|
|
|
|
|
|
|
|
Depreciation: |
|
|
|
|
|
|
|
|
At 28 February
2023 |
|
20,281 |
|
41,011 |
|
55,392 |
|
116,684 |
Charge for 1 March – 31
August 2023 |
|
- |
|
380 |
|
|
|
380 |
At 31 August
2023 |
|
20,281 |
|
41,391 |
|
55,392 |
|
117,064 |
|
|
|
|
|
|
|
|
|
Net book
value: |
|
|
|
|
|
|
|
|
At 31 August
2023 |
|
$
- |
|
$
4,255 |
|
$
- |
|
$
4,255 |
|
|
|
|
|
|
|
|
|
At 28 February
2023 |
|
$
- |
|
$
4,635 |
|
$
- |
|
$
4,635 |
4)
INVESTMENT
PROPERTY
|
|
|
|
2023 |
|
2022 |
|
|
|
|
|
|
|
Balance at 1
March |
|
|
|
600,214 |
|
644,943 |
Effects of
translations |
|
|
|
3,677 |
|
(66,693) |
|
|
|
|
|
|
|
Balance at 31
August |
|
|
|
$
603,891 |
|
$
578,250 |
Investment
property comprises condominium units at The Prime 11 Condominium in
Bangkok, Thailand. As at
31 August 2023, it had a fair value
of THB 21,000,000 (2022: THB 21,000,000).
5)
FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR
LOSS
|
|
|
|
31-Aug-23 |
|
31-Aug-22 |
|
|
|
|
|
|
|
Investment in Phillip
Investment Fund |
|
|
|
168,245 |
|
237,425 |
Investment in private
equity |
|
|
|
42,349 |
|
45,899 |
|
|
|
|
|
|
|
|
|
|
|
$
210,594 |
|
$
283,324 |
On
25 August 2021, the Company acquired
180,000 Class A Common Shares of BRM Agri Cambodia Limited, a
company incorporated in Canada.
The investment
in Philip Investment Fund in Singapore comprises 215,024.30 (2022:
310,608.32) units in Philip Money Market Fund. The amount of
investment recognised in the consolidated statement of financial
position is $168,245 (2022:
$237,425), net of unrealised gain of
$1,049.30 (2022: net of unrealised
loss of $3,569).
6)
LOANS AND OTHER
RECEIVABLES
On
24 August 2021, Meyer Thailand
entered into a Loan Agreement with First Aid Training Bangkok Co.
Ltd. (“FATB”) amounting to THB
1,500,000. The loan earns interest at a rate of 1% per
annum.
The loan is
due on 24 August 2023 and secured by
100% of FATB’s shares. The loan was issued by Meyer BVI on behalf
of Meyer Thailand. The related intercompany balances were
eliminated during consolidation.
On
8 February 2019, Meyer BVI entered
into a Loan Agreement with MVT Development Ltd. amounting to
THB 16,000,000. The loan earnt
interest at a rate of 15% per annum. The loan was secured and was
guaranteed with a property in Bangkok,
Thailand.
The loan was
due on 8 February 2021. However, MVT
Development Ltd. was not able to repay the loan on the due date. On
30 September 2021, MVT Development
Ltd. offered THB 15,500,000 as
repayment in full including any interest outstanding. The Directors
accepted the lower cash offer, and as such the money is in a
separate bank account held on behalf of Meyer BVI by a Director.
The lower cash offer resulted in a loan write off of $128,313 in 2021.
7)
RELATED PARTY
TRANSACTIONS
The Group was
charged $16,631 (2022: $20,880) in accounting fees by Administration
Outsourcing Co., Ltd, a company related by way of common
directorship, of which $2,695 (2022:
$5,644) remained outstanding as at
half year end.
During the
half year, the Group incurred directors’ fees, inclusive of school
fees and accommodation allowance, amounting to $171,027 (2021: $170,661).
As at
31 August 2023, due from director
amounted to $418,753 (2022:
$464,359).
All amounts
are unsecured, interest-free and repayable on
demand.
8)
SHARE CAPITAL AND TREASURY
SHARES
Share
capital
Authorised
The Parent
Company is authorised to issue an unlimited number of no par value
shares of a single class.
|
2023 |
2022 |
|
|
|
Issued and
fully paid |
|
|
11,433,433
(2022: 11,433,433) shares of no par value per
share. |
$913,496 |
$913,496 |
Each share of
the Parent Company confers upon the
shareholder:
a)
the right to one vote on any resolution of
shareholders;
b)
the right to an equal share in any dividend paid by the Parent
Company; and
c)
the right to an equal share in the distribution of the surplus
assets of the Parent Company on its
liquidation.
Treasury
Shares
On
26 September 2018, the Parent Company
entered into a Settlement Agreement with the appropriate parties
and agreed to settle on a full and final basis all claims, disputes
and differences with regard to the unauthorised transfer of shares
in Ray Alliance Financial Advisers Pte Ltd (“Ray Alliance”),
investment in private equity of the Parent Company in the prior
years.
The following
was agreed by the parties under the Settlement
Agreement:
a)
the Group consented and ratified the transfer of Ray Alliance
shares;
b)
return of 322,000 shares of the Parent Company previously issued as
consideration for the Ray Alliance
shares;
c)
payment of SGD 350,000 to the Parent
Company for claims on costs and
damages.
Treasury
shares recognised by the Group for the return of the Parent
Company’s shares amounted to $318,162
(2022: $318,162).
9)
TAXATION
There is no
mainstream taxation in the British Virgin Islands. The Parent
Company and Meyer BVI are not subject to any forms of taxation in
the British Virgin Islands,
including income, capital gains and withholding
taxes.
Meyer Thailand
and Nihon Wealth Management Company Limited are subject to
Thailand graduated statutory
income tax at a rate of 0-15% (2022: 0-15%) on profit before
tax.
The current
tax expense included in the consolidated statement of comprehensive
income was $nil (2022 : $nil).
The Group had
no deferred tax assets or liabilities as at the reporting
date.
10)
EARNINGS PER SHARE
a)
Basic
Basic earnings
per share is calculated by dividing the profit attributable to
equity holders of the Parent Company by the weighted average number
of shares in issue during the year, excluding treasury
shares.
|
31-Aug-23 |
|
31-Aug-22 |
|
|
|
|
Earnings attributable to
equity holders of the Parent Company |
$
(93,790) |
|
$
(182,567) |
|
|
|
|
Weighted average number of
shares in issue |
11,433,433 |
|
11,433,433 |
Adjusted for weighted
average number of: |
|
|
|
- treasury
shares |
(322,000) |
|
(322,000) |
|
|
|
|
Weighted average number of
shares in issue and for basic earnings for
share |
11,111,433 |
|
11,111,433 |
|
|
|
|
Basic earnings per
share |
$
(0.00844) |
|
$
(0.01643) |
b)
Diluted
Diluted
earnings per share is calculated by adjusting the weighted average
number of shares outstanding to assume conversion of all dilutive
potential shares. As at 31 August
2023 and 31 August 2022, the
Parent Company had no share warrants or share options as potential
dilutive shares. For the share options and warrants, if any, a
calculation is done to determine the number of shares that could
have been acquired at fair value based on the monetary value of the
subscription rights attached to outstanding share options and
warrants. The number of shares calculated is compared with the
number of shares that would have been issued assuming the exercise
of the share options and warrants.
10)
EARNINGS PER SHARE
(Cont’d)
b)
Diluted (Cont’d)
|
31-Aug-23 |
|
31-Aug-22 |
|
|
|
|
Earnings attributable to
equity holders of the Parent Company |
$
(93,790) |
|
$
(182,567) |
|
|
|
|
Weighted average number of
shares in issue and for diluted earnings for
share |
11,111,433 |
|
11,111,433 |
|
|
|
|
Diluted earnings per
share |
$
(0.00844) |
|
$
(0.01643) |
11)
SEGMENTAL
INFORMATION
The Group has
two reportable segments based on geographical areas where the Group
operates and these were as follows:
British Virgin Islands (“BVI”) – where the
Parent Company and Meyer BVI are domiciled. The Parent
Company serves as the investment holding company of the Group and
Meyer BVI provides wealth management and advisory
services.
Thailand – where Meyer Thailand is domiciled
and provides marketing and economic consulting services to the
Group and where Nihon Wealth Management Company Limited is
domiciled and provides property rental
services.
The reportable
segmental revenue, other profit and loss disclosures, assets and
liabilities were as follows:
Revenue
|
|
|
31-Aug-23 |
|
|
|
31-Aug-22 |
|
|
|
Total segment
revenue |
Inter-segment
revenue |
Revenue from external
customers |
|
Total segment
revenue |
Inter-segment
revenue |
Revenue from external
customers |
BVI |
|
521,434 |
- |
521,434 |
|
842,203 |
- |
842,203 |
Thailand |
|
98,101 |
(96,185) |
1,916 |
|
93,161 |
(91,501) |
1,660 |
Total |
|
$
619,535 |
$
(96,185) |
$
523,350 |
|
$
935,364 |
$
(91,501) |
$
843,863 |
The revenue
between segments is carried out at arm’s length. Revenues
from two customers of the BVI segment represent approximately 58%
(2022: 66%) of the Group’s total
revenues.
11)
SEGMENTAL INFORMATION
(Cont’d)
Other
profit and loss
disclosures
|
|
|
31-Aug-23 |
|
|
|
31-Aug-22 |
|
|
|
Commission
expense |
Depreciation |
Income
tax |
|
Commission
expense |
Depreciation |
Income
tax |
BVI |
|
196,371 |
252 |
- |
|
436,696 |
680 |
- |
Thailand |
|
1,672 |
128 |
- |
|
1,601 |
191 |
- |
Total |
|
$
198,043 |
$
380 |
$
- |
|
$
438,297 |
$
871 |
$
- |
Assets
|
|
|
|
31-Aug-23 |
|
31-Aug-22 |
|
|
|
|
Total
Assets |
|
Total
Assets |
BVI |
|
|
|
1,836,398 |
|
2,161,804 |
Thailand |
|
|
|
613,693 |
|
587,862 |
Total |
|
|
|
$
2,450,091 |
|
$
2,749,666 |
|
|
|
|
|
|
|
Intersegment
assets amounting to $1,553,490 (2022:
$1,294,104) were already eliminated
in the total assets per segment
above.
Liabilities
|
|
|
|
31-Aug-23 |
|
31-Aug-22 |
|
|
|
|
Total
Liabilities |
|
Total
Liabilities |
BVI |
|
|
|
1,123,708 |
|
1,367,196 |
Thailand |
|
|
|
16,290 |
|
20,387 |
Total |
|
|
|
$
1,139,998 |
|
$
1,387,583 |
|
|
|
|
|
|
|
Intersegment
liabilities amounting to $1,435,117
(2022: $1,178,222) were already
eliminated in the total liabilities per segment
above.
12)
FINANCIAL RISK
MANAGEMENT
The Group has
exposure to a variety of financial risks that are associated with
its financial instruments. The most important types of
financial risk to which the Group is exposed are market risk,
credit risk and liquidity risk.
The Group’s
overall risk management program is established to identify and
analyse this risk, to set appropriate risk limits and controls, and
to monitor risks and adherence to limits in an effort to minimise
potential adverse effects on the Group’s financial
performance.
12)
FINANCIAL RISK MANAGEMENT
(Cont’d)
a)
Market risk
Market risk is
the risk that the fair value or future cash flows of a financial
instrument will fluctuate as a result of market factors which
includes interest rate risk and currency
risk.
Interest
rate risk
The financial
instruments exposed to interest rate risk comprise cash and cash
equivalents. The Group is exposed to interest rate cash flow risk
on these financial instruments, which earn interest at floating
interest rates that are reset as market rates
change.
A sensitivity
analysis was performed with respect to the interest-bearing
financial instruments and management noted that the anticipated
interest rate changes would have no material impact on the net
assets of the Group.
Foreign
Currency risk
The Group may
invest in financial instruments and enter into transactions
denominated in currencies other than its functional currency.
Consequently, the Group is exposed to risk that the exchange rate
of its currency relative to other foreign currencies may change in
a manner that has an adverse affect on the value of that portion of
the Group’s assets or liabilities denominated in currencies other
than the U.S. Dollar.
|
31-Aug-23 |
|
31-Aug-22 |
|
Fair
value |
% of net
assets |
|
Fair
value |
% of net
assets |
Thailand
Baht |
$1,064,001 |
81.22% |
|
$1,079,276 |
79.24% |
Japanese
Yen |
$501,438 |
38.27% |
|
$774,466 |
56.86% |
Singaporean
Dollar |
$168,245 |
12.84% |
|
$237,425 |
17.43% |
Euro |
$14,625 |
1.12% |
|
$5,725 |
0.42% |
United Kingdom
Pound |
$142,145 |
10.85% |
|
$151,590 |
11.13% |
|
|
|
|
|
|
|
$
1,890,454 |
144.30% |
|
$
2,248,482 |
165.08% |
The
amounts in the above table are based on the net carrying value of
monetary assets and liabilities.
The table
below summarises the sensitivity of the net assets to changes in
foreign exchange movements at 31 August
2023 and 31 August 2022. The analysis is based on the
assumption that the relevant foreign exchange rate
increased/decreased against the U.S. Dollar by the percentages
disclosed in the table below, with all other variables held
constant. This represents management’s best estimate of a
reasonable possible shift in the foreign exchange rates, having
regard to historical volatility of those
rates.
12)
FINANCIAL RISK MANAGEMENT
(Cont’d)
a)
Market risk
(Cont’d)
Foreign
Currency risk (Cont’d)
|
31-Aug-23 |
|
31-Aug-22 |
|
Possible shift in
rate |
Possible shift in
amount |
|
Possible shift in
rate |
Possible shift in
amount |
Thailand
Baht |
6.85% |
$72,884 |
|
4.40% |
$47,488 |
Japanese
Yen |
10.36% |
$51,949 |
|
3.15% |
$24,396 |
Singaporean
Dollar |
4.41% |
$7,420 |
|
4.49% |
$10,660 |
Euro |
5.80% |
$848 |
|
1.91% |
$109 |
United Kingdom
Pound |
8.49% |
$12,068 |
|
2.70% |
$4,093 |
|
|
|
|
|
|
|
|
$
145,169 |
|
|
$
86,746 |
|
|
|
|
|
|
b)
Credit risk
Credit risk
represents the accounting loss that would be recognised at the
reporting date if financial instrument counterparties failed to
perform as contracted.
The
carrying amounts of financial assets best represent
the maximum credit risk exposure at the reporting
date.
As at
31 August 2023 and 31 August 2022, the Group’s financial assets
exposed to credit risk amounted to the
following:
|
31-Aug-23 |
|
31-Aug-22 |
|
|
|
|
Cash and cash
equivalents |
1,034,152 |
|
1,187,226 |
Trade receivables (net of
allowance for doubtful
accounts of $8,572 (2022: $8,572) |
79,034 |
|
127,427 |
Financial assets at fair
value through profit or loss |
210,594 |
|
283,324 |
Loans and other
receivables |
44,461 |
|
56,434 |
Due from
director |
418,753 |
|
464,359 |
|
|
|
|
|
$
1,786,994 |
|
$
2,118,770 |
i)
Risk management
The extent of
the Group’s exposure to credit risk in respect of these financial
assets approximates their carrying values as recorded in the
Group’s consolidated statement of financial
position.
The Group
invests available cash and cash equivalents with various
banks. The Group is exposed to credit-related losses in the
event of non-performance by such counterparties to financial
instruments, but given their reasonable credit ratings, management
does not expect any such counterparty to fail to meet its
obligations.
12)
FINANCIAL RISK MANAGEMENT
(Cont’d)
b)
Credit risk
(Cont’d)
i)
Risk management (Cont’d)
The Group’s
exposure to credit risk is influenced mainly by the individual
characteristics of each customer. To reduce exposure to
credit risk, the Group may perform ongoing credit evaluations on
the financial condition of its customers, but generally does not
require collateral. The Group has significant exposure to a
small number of customers, the two largest owing $20,058 (2022: $39,187) as at half year end, which represents
23% (2022: 29%) of gross trade receivables. The Group is
exposed to credit-related losses in the event of non-performance by
these customers. The exposure to credit risk is reduced as these
customers have a good working relationship with the Group and
management does not expect any significant customer to fail to meet
its obligations.
The Group is
exposed to credit risk with respect to its investments.
Bankruptcy or insolvency of the investee companies may cause the
Group’s rights to the security to be delayed or become
limited.
ii)
Security
For some trade
receivables, the Group may obtain security in the form of
guarantees, deeds of undertaking or letters of credit which can be
called upon if the counterparty is in default under the terms of
their agreement.
iii)
Impairment of financial assets
The Group
applies the IFRS 9 general approach to measuring ECL based on the
full three-stage model.
The Group
determined the ECL based on probability-weighted outcome, the time
value of money and reasonable and supportable information that is
available without undue cost or effort at the reporting date about
past events, current conditions and forecast of future economic
conditions. The assessment also considered borrower specific
information.
To
measure ECL, trade receivables have been grouped based on shared credit risk characteristics and the days past due.
The expected
loss rates are based on the payment profiles of revenues over a
period of 36 months before 31 August
2023 or 31 August 2022,
respectively, and the corresponding historical credit losses
experienced within this period. The historical loss rates are
adjusted to reflect current and forward-looking information on
macroeconomic factors affecting the ability of the customers to
settle the receivables.
On that basis,
the loss allowance as at 31 August
2023 and 31 August 2022 were
determined as follows:
12)
FINANCIAL RISK MANAGEMENT
(Cont’d)
b)
Credit risk
(Cont’d)
iii)
Impairment of financial assets
(Cont’d)
|
|
Expected |
|
|
Balance
at |
Credit |
Loss Allowance
at |
|
31-Aug-23 |
Loss
Rate |
31-Aug-23 |
|
|
|
|
Trade
receivables |
$87,606 |
9.78% |
$8,572 |
|
|
|
|
|
|
Expected |
|
|
Balance
at |
Credit |
Loss Allowance
at |
|
31-Aug-22 |
Loss
Rate |
31-Aug-22 |
|
|
|
|
Trade
receivables |
$135,999 |
6.30% |
$8,572 |
The closing
loss allowances for trade receivables as at 31 August 2023 and 31
August 2022 reconcile to the opening loss allowances as
follows:
|
|
31-Aug-23 |
|
31-Aug-22 |
|
|
|
|
|
Opening
balance |
|
8,572 |
|
8,572 |
Increase/(decrease) in
loss allowance |
|
- |
|
- |
Closing
balance |
|
$
8,572 |
|
$
8,572 |
Trade
receivables are written off when there is no reasonable expectation
of recovery. Indicators that there is no reasonable expectation of
recovery include, amongst others, the failure of a debtor to engage
in a repayment plan with the Group, and a failure to make
contractual payments for a period of greater than 365 days past
due.
Impairment
losses on trade receivables are presented as net impairment losses
within operating profit. Subsequent recoveries of amounts
previously written off are credited against the same line
item.
While cash and
cash equivalents, due from director and loans and other receivables
are also subject to the impairment requirements of IFRS 9, the
identified impairment loss was
immaterial.
c)
Liquidity risk
Liquidity risk
is the risk that the Group will not be able to meet its financial
obligations as they fall due. The Group’s approach to
managing liquidity is to ensure, as far as possible, that it will
always have sufficient liquidity to meet its liabilities when due,
under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the Group’s
reputation. Typically, the Group ensures that it has
sufficient cash on demand to meet expected operational needs as
they arise.
The Group’s
financial liabilities are expected to be settled within a year from
the reporting date.
13)
FAIR VALUE
INFORMATION
The fair value
of assets and liabilities in active markets is based on quoted
market prices on the reporting
date.
An active
market is a market in which transactions for the asset or liability
take place with sufficient frequency and volume to provide pricing
information on an ongoing basis.
The fair value
hierarchy has the following levels:
-
Level 1 inputs are quoted prices (unadjusted) in active markets for
identical assets or liabilities that the entity can access at the
measurement date.
-
Level 2 inputs are inputs other than quoted prices included within
Level 1 that are observable for the asset or liability, either
directly or indirectly.
-
Level 3 inputs are unobservable inputs for the asset or
liability.
The level in
the fair value hierarchy within which the fair value measurement is
categorised in its entirety is determined on the basis of the
lowest level of input that is significant to the fair value
measurement in its entirety. For this purpose, the
significance of an input is assessed against the fair value
measurement in its entirety. If a fair value measurement uses
observable inputs that require significant adjustment based on
unobservable inputs, that measurement is a Level 3
measurement. Assessing the significance of a particular input
to the fair value measurement in its entirety requires judgment,
considering factors specific to the asset or
liability.
The
determination of what constitutes ‘observable’ requires significant
judgment by the Group. The Group considers observable data to
be that market data that is readily available, regularly
distributed or updated, reliable and verifiable, not proprietary,
and provided by independent sources that are actively involved in
the relevant market.
Financial
assets and financial
liabilities
The Group’s
financial assets at fair value through profit or loss comprise an
investment in a fund and an investment in private
equity.
For certain of
the Group’s financial instruments, not carried at fair value,
including cash and cash equivalents, trade receivables, loans and
other receivables, due from director, trade payables and other
payables and accrued expenses, the carrying amounts approximate
fair value due to the immediate or short-term nature of these
financial instruments. The carrying value of the amount due
from director approximates its fair value, since such amount is
repayable on demand.
Investments
whose values are based on quoted market prices in active markets
are therefore classified within Level
1.
Financial
instruments that trade in markets that are not considered to be
active but are valued based on quoted market prices, dealer
quotations or alternative pricing sources supported by observable
inputs are classified within Level 2. As Level 2 investments
include positions that are not traded in active markets and/or are
subject to transfer restrictions, valuations may be adjusted to
reflect illiquidity and/or non-transferability, which are generally
based on available market
information.
13)
FAIR VALUE INFORMATION
(Cont’d)
Financial
assets and financial liabilities
(Cont’d)
Investments
classified within Level 3 have significant unobservable inputs, as
they trade infrequently and include investments in private equity.
As observable prices are not available for these securities, the
Group uses valuation techniques to derive the fair
value.
The following
table shows the carrying amounts and fair values of financial
assets and financial liabilities, including their levels in the
fair value hierarchy at 31 August
2023 and 31 August 2022. It does not include fair
value information for financial assets and financial liabilities
not measured at fair value if the carrying amount is a reasonable
approximation of fair value.
|
|
31-Aug-23 |
|
31-Aug-22 |
Financial assets -
Level 2 |
|
|
|
|
Philip Investment
Fund |
|
168,245 |
|
237,425 |
|
|
|
|
|
Financial assets -
Level 3 |
|
|
|
|
Investment in private
equity |
|
42,349 |
|
45,899 |
|
|
|
|
|
Total financial assets at
fair value through profit or loss |
|
$
210,594 |
|
$
283,324 |
|
|
|
|
|
The table
below provides a reconciliation of the movement in Level 3
investments:
The Level 3
investment is not priced in an open market and is valued using
valuation techniques and other information. Management believes
that the valuation technique used is most representative of fair
value, and that no alternative valuation was
available.
|
|
2023 |
|
2022 |
|
|
|
|
|
Balance at 1
March |
|
42,349 |
|
45,899 |
Purchase |
|
- |
|
- |
Net unrealised
loss |
|
- |
|
- |
|
|
|
|
|
Balance at 31
August |
|
$
42,349 |
|
$
45,899 |
The Group did
not hold any investments under the Level 1 hierarchies as at
31 August 2023 and 31 August 2022.
There were no
significant investments transferred between Levels 1, 2 and
3.
Non-financial
assets
At the end of
each reporting period, the Directors update their assessment of the
fair value, taking into account the most recent independent
valuation. The Directors determine a property’s value within a
range of reasonable fair value estimates. The best evidence of fair
value is current prices in an active market for similar
properties.
13)
FAIR VALUE INFORMATION
(Cont’d)
Non-financial
assets (Cont’d)
The Group
engages an external, independent and qualified appraiser to
determine the fair value of investment property at least annually
at the end of each reporting period. As at 31 August 2023 and 31
August 2022, the fair value of investment property has been
determined by American Appraisal (Thailand) Ltd. The last independent valuation
report of the investment property was dated 15 June 2021.
The fair value
estimate for investment property is included in Level 2 and has
been derived using the sales comparison approach. The key inputs
under this approach are the price per square metre from recent
sales and listings of comparable properties in the area (location
and size). Adjustments were made for the differences between the
Group’s investment property and the recent sales and listings of
properties regarded as comparable.
The following
table shows the carrying amounts and fair values of non-financial
assets, including their levels in the fair value hierarchy at
31 August 2023 and 31 August 2022:
|
|
31-Aug-23 |
|
31-Aug-22 |
Non-financial assets -
Level 2 |
|
|
|
|
Investment
property |
|
$
603,891 |
|
$
578,250 |
|
|
|
|
|
The Group did
not hold any non-financial assets measured at fair value under the
Levels 1 and 3 hierarchies as at 31 August
2023 and 31 August
2022.
There were no
significant investments transferred between Levels 1, 2 and
3.
14)
CAPITAL RISK
MANAGEMENT
The Group’s
objectives when managing capital
are:
-
to safeguard the Group’s
ability to continue as a going concern;
and
-
to provide adequate
returns to its
shareholders.
In order to
maintain or balance its overall capital structure to meet its
objectives, the Group is continually monitoring the level of share
issuance and any dividend declaration and distributions to
shareholders in the future.