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Asia Wealth Group Holdings Ltd - Unaudited Interim Results for the Six Months Ended 31 August 2025

Asia Wealth Group Holdings Ltd - Unaudited Interim Results for the Six Months Ended 31 August 2025

PR Newswire

LONDON, United Kingdom, November 17

FOR IMMEDIATE RELEASE 17 November 2025

Asia Wealth Group Holdings Limited

("Asia Wealth", the "Group" or the "Company")

UNAUDITED INTERIM RESULTS

FOR THE SIX MONTHS ENDED 31 AUGUST 2025

The Board is pleased to report the unaudited interim results of Asia Wealth Group Holdings Limited ("Accounts") for the period from 1 March 2025 to 31 August 2025. 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 2025 include:

  • Consolidated revenue of US$394,958 (2024: US$503,588)
  • Gross profit for Meyer Group of US$288,732 (representing a gross margin of 72%) (2024: US$313,330 and 62%)
  • Cash at bank and on hand of US$977,389 at 31 August 2025 (2024:$1,154,431).

The Group reports a profit after tax of US$8,284 on sales of US$394,958 for the six months ended 31 August 2025. 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$100,442 and net assets increased by US$30,017, respectively, since 1st March 2025.

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

Aquis Growth Market Corporate Adviser

AlbR Capital Limited, +44 20 7220 9795

EXTRACTS ARE SET OUT BELOW:

ASIA WEALTH GROUP HOLDINGS LIMITED
Consolidated Statement of Financial Position
At 31 August 2025
Expressed in U.S. Dollars
Note(s) 31-Aug-25 31-Aug-24
Non-current assets
Fixed assets 3 72,194 11,327
Investment property 4,11 653,211 621,215
725,405 632,542
Current assets
Cash and cash equivalents 977,389 1,154,431
Trade receivables 71,129 68,018
Loans and other receivables 48,280 31,688
Due from director 5 420,311 436,067
Prepaid tax 1,197 1,128
Prepayments and other assets 68,773 64,112
1,587,079 1,755,444
Total assets $ 2,312,484 $ 2,387,986
Equity
Share capital 6 913,496 913,496
Treasury shares 6 (318,162) (318,162)
Consolidation reserve 391,793 391,793
Translation reserve 56,262 35,863
Retained earnings 283,064 286,046
Total equity 1,326,453 1,309,036
Current liabilities
Trade payables 952,229 1,046,686
Other payables and accrued expenses 5 33,802 32,264
Total liabilities 986,031 1,078,950
Total equity and liabilities $ 2,312,484 $ 2,387,986
ASIA WEALTH GROUP HOLDINGS LIMITED
Consolidated Statement of Comprehensive Income
For the half year ended 31 August 2025
Expressed in U.S. Dollars
Note(s) Mar - Aug 2025 Mar - Aug 2024
Revenue
Commission income 9 394,958 503,588
394,958 503,588
Expenses
Commission expense 9 116,230 191,665
Directors' fees 5 131,732 131,275
Professional fees 5 104,281 115,097
Salaries and wages 23,091 23,697
Office expenses 23,196 21,682
Rent 9,543 9,003
Travel and entertainment 24,539 21,109
Marketing 1,623 2,231
Depreciation 3,9 4,989 662
Other expenses 27,264 22,095
466,488 538,516
Net profit/(loss) from operations (71,530) (34,928)
Other income/(expenses)
Net foreign currency exchange gain/(loss) 58,366 35,839
Other income 21,448 12,359
79,814 48,198
Net profit/(loss) before taxation 8,284 13,270
Taxation 7,9 - -
Total comprehensive income/(loss) $ 8,284 $ 13,270
- -
Total comprehensive income/(loss) attributable to equity
holders of the Parent Company $ 8,284 $ 13,270
Earnings/(losses) per share attributable to the equity holders of the Parent Company:
Basic earnings per share 8 $ 0.00075 0.00119
Diluted earnings per share 8 $ 0.00075 0.00119
ASIA WEALTH GROUP HOLDINGS LIMITED
Consolidated Statement of Changes in Equity
For the half year ended 31 August 2025
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 2025 11,433,433 913,496 (318,162) 391,793 34,529 274,780 1,296,436
Translation differences - - - - 21,733 - 21,733
Total comprehensive income - - - - - 8,284 8,284
Balances at end of 31 Aug 2025 11,433,433 $913,496 $(318,162) $391,793 $56,262 $283,064 $1,326,453
Attributable to Equity Holders of the Parent Company
Share Capital Treasury Shares Consolidation Reserve Translation Reserve Retained Earnings Equity
Number US$
Balances at beginning of 1 Mar 2024 11,433,433 913,496 (318,162) 391,793 13,937 272,776 1,273,840
Translation differences - - - - 21,926 - 21,926
Total comprehensive income - - - - - 13,270 13,270
Balances at end of 31 Aug 2024 11,433,433 $913,496 $(318,162) $391,793 $35,863 $286,046 $1,309,036
ASIA WEALTH GROUP HOLDINGS LIMITED
Consolidated Statement of Cash Flows
For the half year ended 31 August 2025
Expressed in U.S. Dollars
Mar - Aug 2025 Mar - Aug 2024
Operating activities
Total comprehensive income/(Loss) 8,284 13,270
Adjustments for:
Depreciation 4,989 662
Net unrealised (gain)/loss on investment property (34,175) (34,224)
Net foreign currency exchange (gain)/loss 21,733 21,926
Operating income/(loss) before changes in operating assets and liabilities 831 1,634
Changes in operating assets and liabilities:
Decrease/(Increase) in trade receivables 20,992 41,591
Decrease/(Increase) in loan and other receivable 1,526 (3,797)
Decrease/(Increase) in prepaid tax (309) (284)
Decrease/(Increase) in prepayments and other assets 14,349 9,276
Increase/(Decrease) in trade payables (59,973) 2,000
Increase/(Decrease) in tax payable (39) -
Increase/(Decrease) in other payables and accrued expenses (15,289) (14,938)
Net cash flows from/(used in) operating activities (37,912) 35,482
Acquisition of investment
Investing activities
Acquisition of fixed assets (67,057) (6,804)
Cash flows from/(used in) investing activities (67,057) (6,804)
Financing activities
Net advances from/(to) related party 4,527 2,791
Cash flows from/(used in) financing activities 4,527 2,791
Net increase/(decrease) in cash and cash equivalents (100,442) 31,469
Cash and cash equivalents at beginning of year 1,077,831 1,122,962
Cash and cash equivalents at end of period $ 977,389 $ 1,154,431
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 2025

Expressed in U.S. Dollars, unless otherwise stated

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 14 November 2025.

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 is majority owned by Computershare Investor Services Plc, a wholly owned

subsidiary of Computershare Limited, ultimate parent, which is listed on the Australian Securities

Exchange.

The Parent Company has the following subsidiaries as at 31 August 2025 and 31 August 2024:

Incorporation Country of Functional Ownership Interest
Date Incorporation Currency 2025 2024
Meyer Asset Management Ltd. 2000 British Virgin U.S. Dollars 100.00% 100.00%
("Meyer BVI") Islands
Meyer International Limited 2010 Thailand Thailand Baht 49.00% 49.00%
("Meyer Thailand")
Nihon Wealth Management 2016 Thailand Thailand Baht 49.00% 49.00%
Company Limited
(formerly Prime RE Limited)

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) MATERIAL ACCOUNTING POLICIES

The material accounting policies adopted in the preparation of the Group's consolidated financial

statements are set out as follows. Theaccountingpolicieshavebeenconsistentlyappliedbythe

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 as issued by the International Accounting

Standards Board ("IFRS Accounting Standards").

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 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 IFRS Accounting Standards that are effective for the

first time for the financial period beginning 1 March 2024 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 2024, and have not been adopted early in preparing

these consolidated financial statements. None of these are expected to have a material effect

on the consolidated financial statements of the Group; however, IFRS 9, "Financial

Instruments: Classification and Measurement" and IFRS 7, "Financial Instruments:

Disclosures", effective for annual periods beginning on or after 1 January 2026 and IFRS 18,

"Presentation and Disclosure in Financial Statements" effective for annual periods beginning

on or after 1 January 2027, may result in additional disclosures for the Group upon

implementation.

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.

2) MATERIAL ACCOUNTING POLICIES (Cont'd)

b) Critical estimates and judgments (Cont'd)

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

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) MATERIAL 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 Group and that are believed to be reasonable under the circumstances.

c) Principles of consolidation

Subsidiaries

The consolidated financial statements include the financial statements of the Parent Company

and its subsidiaries for the year ended 31 August 2025. Details of the Group are set out in

note 1.

Subsidiaries are all entities (including structured entities) over which the Parent Company has

control. The Parent Company controls an entity where the Parent Company 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 Parent Company. 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.

2) MATERIAL ACCOUNTING POLICIES (Cont'd)

c) Principles of consolidation (Cont'd)

Acquisitions (Cont'd)

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.

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%

2) MATERIAL ACCOUNTING POLICIES (Cont'd)

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.

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 consolidated 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.

2) MATERIAL ACCOUNTING POLICIES (Cont'd)

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.

g) Financial assets at amortised cost

Financial assets at amortised cost comprise trade receivables, loans and other receivables

and due from director. Financial assets are recognised initially at the amount of consideration

that is unconditional, unless they contain a significant financing component, in which case

they are recognised at fair value plus transaction costs that are directly attributable to their

acquisition. These financial assets are held for collection of contractual cash flows

representing solely payments of principal and interest, if any, and therefore are measured

subsequently at amortised cost using the effective interest method. 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. Impairment losses are presented as a

separate line item in the consolidated statement of comprehensive income.

Regular way purchases and sales are recognised on the trade-date, the date on which the

Group commits to purchase or sell the asset. Financial assets are derecognised when the

rights to receive cash flows from the financial assets have expired or have been transferred

and the Group has transferred substantially all the risks and rewards of ownership.

For trade receivables, loans and other receivables and due from director, the Group applies

the 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.

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 isno 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. Subsequent recoveries

of amounts previously written off are credited against impairment losses.

2) MATERIAL ACCOUNTING POLICIES (Cont'd)

h) Financial liabilites at amortised cost

Financial liabilities are non-derivative contractual obligations to deliver cash or another

financial asset to another entity and comprise trade payables and other payables and accrued

expenses.

These financial liabilities are initially recognised at fair value on the date the Group becomes

a party to the contractual provisions of an instrument and are subsequently measured at

amortised cost using the effective interest method.

Financial liabilities are derecognised when the obligation specified in a contract is discharged,

cancelled or expired.

i) 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.

j) 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, if any.

Interest income is recognised in the consolidated statement of comprehensive income under

other income using the effective interest method.

2) MATERIAL ACCOUNTING POLICIES (Cont'd)

j) Income and expense recognition (Cont'd)

All expenses are recognised in the consolidated statement of comprehensive income on the

accrual basis.

k) 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.

l) 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.

m) 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.

n) 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 Group 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.

2) MATERIAL ACCOUNTING POLICIES (Cont'd)

n) Foreign currency transactions (Cont'd)

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.

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.

2) MATERIAL ACCOUNTING POLICIES (Cont'd)

n) Foreign currency transactions (Cont'd)

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.

o) 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.

p) 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 9 of the

consolidated financial statements.

q) 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 2025 20,281 48,114 62,128 130,523
Additions - 1,736 65,321 67,057
At 31 August 2025 20,281 49,850 127,449 197,580
Depreciation:
At 28 February 2025 20,281 44,038 56,078 120,397
Charge for 1 March - 31 August 2025 - 581 4,408 4,989
At 31 August 2025 20,281 44,619 60,486 125,386
Net book value:
At 31 August 2025 $- $5,231 $66,963 $72,194
At 28 February 2025 $- $4,076 $6,050 $10,126

4) INVESTMENT PROPERTY

2025 2024
Balance at 1 March 619,036 586,991
Effects of translations 34,175 34,224
Balance at 31 August $653,211 $621,215

Investment property comprises condominium units at The Prime 11 Condominium in Bangkok,

Thailand. As at 31 August 2025, it had a fair value of THB 21,000,000 (2024: THB 21,000,000).

5) RELATED PARTY TRANSACTIONS

The Group was charged $16,723 (2024: $15,356) in accounting fees by AO Accounting & Advisory

Limited, a company related by way of common directorship, of which $3,063 (2024: $2,281)

remained outstanding asat half year end.

During the year, the Group incurred directors' fees, inclusive of school fees and accommodation

allowance, amounting to $131,732 (2024: $131,275).

As at 31 August 2025, due from director amounted to $420,311 (2024: $436,067)

All amounts are unsecured, interest-free and repayable on demand.

5) RELATED PARTY TRANSACTIONS (Cont'd)

On 31 August 2025, Meyer Asset Management Ltd. entered into a loan agreement with its Director

and the cash previously held amounting to THB15,500,000 or $456,908 was treated as a loan to

the Director. The loan is structured with an open maturity and bears interest at a margin of 2 basis

points per annum or effective interest rate of 0.02%.

6) 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.

Issued and fully paid: 31-Aug-25 31-Aug-24
11,433,433 (2024: 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

upon its liquidation.

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 (2024: $318,162).

7) 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 to 15% (2024: 0 to 15%) on profit before tax.

The current tax expense included in the half year consolidated statement of comprehensive income was nil (2024: nil).

The Group had no deferred tax assets or liabilities as at the reporting date.

8) EARNINGS PER SHARE

a) Basic

Basic earnings per share is calculated by dividing the profit attributable to equity holders of

the Parent Company bythe weighted average number of shares in issue during the year,

excluding treasury shares.

31-Aug-25 31-Aug-24
Earnings/(Losses) attributable to equity holders of the Parent Company $8,284 $13,270
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/(losses) per share $0.00075 $0.00119

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 2025 and

31 August 2024, 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.

31-Aug-25 31-Aug-24
Earnings/(Losses) attributable to equity holders of the Parent Company $8,284 $13,270
Weighted average number of shares in issue and for diluted earnings for share 11,111,433 11,111,433
Diluted earnings/(losses) per share $0.00075 $0.00119

9) 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-25 31-Aug-24
Total segment revenue Inter-segment revenue Revenue from external customers Total segment revenue Inter-segment revenue Revenue from external customers
BVI 393,749 - 393,749 502,905 - 502,905
Thailand 97,708 (96,499) 1,209 96,399 (95,716) 683
Total $491,457 $(96,499) $394,958 $599,304 $(95,716) $503,588

The revenue between segments is carried out at arm's length. Revenues from two customers of the BVI

segment represent approximately 53% (2024: 64%) of the Group's total revenues.

Other profit and loss disclosures

31-Aug-25 31-Aug-24
Commission expense Depreciation Income tax Commission expense Depreciation Income tax
BVI 114,093 397 - 189,945 415 -
Thailand 2,137 4,592 - 1,720 247 -
Total $116,230 $4,989 $- $191,665 $662 $-

Assets

31-Aug-25 31-Aug-24
Total Assets Total Assets
BVI 1,571,800 1,692,391
Thailand 740,684 695,595
Total $2,312,484 $2,387,986

Intersegment assets amounting to $1,866,737 (2024: $1,547,211) were already eliminated in the total assets per segment above.

9) SEGMENTAL INFORMATION (Cont'd)

Liabilities

31-Aug-25 31-Aug-24
Total Liabilities Total Liabilities
BVI 972,905 1,065,906
Thailand 13,126 13,044
Total $986,031 $1,078,950

Intersegment liabilities amounting to $1,473,574 (2024: $1,427,156) were already eliminated in the total liabilities per segment above.

10) 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.

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 the 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.

10) FINANCIAL RISK MANAGEMENT (Cont'd)

31-Aug-25 31-Aug-24
Fair value % of net assets Fair value % of net assets
Thailand Baht $1,169,777 88.19% $1,136,462 86.82%
Japanese Yen $48,189 3.63% $309,819 23.67%
Singaporean Dollar $0 0.00% $0 0.00%
Euro $33,942 2.56% $16,303 1.25%
United Kingdom Pound $334,002 25.18% $377,662 28.85%
$ 1,585,910 119.56% $ 1,840,246 140.58%

The amounts in the above table are based on the net carrying value of monetary assets and liabilities.

The following below summarises the sensitivity of the net assets to changes in foreign

exchange movements at 31 August 2025 and 31 August 2024. The analysis is based on

the assumption that the relevant foreign exchange rate increased/decreased against the U.S.

Dollar by 5%, 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.

31-Aug-25 31-Aug-24
Thailand Baht $58,489 $56,823
Japanese Yen $2,409 $15,491
Singaporean Dollar $0 $0
Euro $1,697 $815
United Kingdom Pound $16,700 $18,883
$79,295 $92,012

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 2025 and 31 August 2024, the Group's financial assets exposed to credit

risk amounted to the following:

31-Aug-25 31-Aug-24
Cash and cash equivalents 977,389 1,154,431
Trade receivables (net of allowance for doubtful
accounts of $8,572 (2024: $8,572)
71,129 68,018
Loans and other receivables 48,280 31,688
Due from director 420,311 436,067
$1,517,109 $1,690,204

10) FINANCIAL RISK MANAGEMENT (Cont'd)

b) Credit risk (Cont'd)

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.

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 $15,868 (2024: $13,525) as at half year end, which represents

20% (2024: 18%) 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 on due from director to the extent that the

counterparty to this financial instrument may not be able to fulfil his obligations. However,

the Group does not expect this counterparty to fail to meet his obligations.

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 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.

10) FINANCIAL RISK MANAGEMENT (Cont'd)

b) Credit risk (Cont'd)

iii) Impairment of financial assets (Cont'd)

The expected loss rates are based on the payment profiles of revenues over a period of

36 months before 31 August 2025 or 31 August 2024, 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 2025 or 31 August 2024 were

determined as follows:

Expected
Balance at Credit Loss Allowance at
31-Aug-25 Loss Rate 31-Aug-25
Trade receivables $79,701 10.76% $8,572
Expected
Balance at Credit Loss Allowance at
31-Aug-24 Loss Rate 31-Aug-24
Trade receivables $76,590 11.19% $8,572

The closing loss allowance for trade receivables as at 31 August 2025 or 31 August 2024

reconciles to the opening loss allowance as follows:

31-Aug-25 31-Aug-24
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, the identified impairment loss was

immaterial.

10) FINANCIAL RISK MANAGEMENT (Cont'd)

c) Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations asthey

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.

11) FAIR VALUE INFORMATION

For certain other financial instruments, 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.

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.

The Group engages an external, independent and qualified appraiser to determine the fair value of

investment property. As at 31 August 2025 and 31 August 2024, the fair value of investment

property has been based on an independent valuation report by American Appraisal (Thailand) Ltd.

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 2025 and 31 August 2024:

31-Aug-25 31-Aug-24
Non-financial assets - Level 2
Investment property $653,211 $621,215

The Group did not hold any non-financial assets measured at fair value under the Levels 1 and 3

hierarchies as at 31 August 2025 and 31 August 2024.

There were no significant investments transferred between Levels 1, 2 and 3 during 2025 and 2024.

12) 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.

13) COMPARATIVE INFORMATION

Certain comparative figures have been reclassified to conform with the current year's presentation




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