1
ANNUAL REPORT
2025
2
CONTENTS
3
Corporate Information
4
Corporate Strategy
5
Chairman’s Statement
8
Property Portfolio
9
Performance Summary
10
Financial Review
12
Corporate Social Responsibility
16
Board of Directors and Senior
Management
18
Directors’ Report
25
Report of Directors’ Remuneration
27
Corporate Governance Statement
35
Independent Auditor’s Report
FINANCIAL
STATEMENTS
42
Consolidated Statement of
Comprehensive Income
43
Consolidated Statement of
Financial Position
45
Consolidated Statement of
Changes In Equity
46
Consolidated Statement of
Cash Flows
48
Notes to the Financial Statements
3
CORPORATE INFORMATION
NON-EXECUTIVE CHAIRMAN
Mr Lim Tian Huat (Independent)
NON-EXECUTIVE DIRECTOR
Dato’ Dr Thong Kok Cheong
EXECUTIVE DIRECTOR
Mr Leong Kheng Cheong
COMPANY SECRETARY AND REGISTERED OFFICE
ICECAP (Secretaries) Limited
1st Floor Osprey House, Old Street, St. Helier
Jersey JE2 3RG
Channel Islands
WEBSITE
www.aseanapropertieslimited.com
LISTING DETAILS
Main Market of the London Stock Exchange under the ticker symbol ASPL
AUDITOR
PKF Littlejohn LLP
30 Churchill Place
Canary Wharf
London E14 5RE
United Kingdom
FINANCIAL ADVISER
Allenby Capital Limited
5 St Helen's Place
London EC3A 6AB
United Kingdom
REGISTRAR
Computershare Investor Services (Jersey) Limited
13 Castle Street
St. Helier
Jersey JE1 1ES
Channel Islands
4
CORPORATE STRATEGY
KEY FACTS
Exchange
:
London Stock Exchange Main Market
Symbol
:
ASPL
Lookup
:
Reuters - ASPL.L
Bloomberg - ASPL:LN
Domicile
:
Jersey
Shares Issued
:
289,652,498*
Shares Held in Treasury
:
-
Voting Share Capital
:
289,652,498
Share Denomination
:
US Dollars
Admission Date
:
5 April 2007
*(includes 2 management shares of US$0.05 each in the capital of the company)
Aseana Properties Limited (“Aseana” or the “Company”) is a company incorporated in Jersey and
listed on the London Stock Exchange. Together with its subsidiaries (the “Group”), Aseana is focused
on property development opportunities in Malaysia.
The routine operations of the Group have been centralised under the Executive Director/Chief
Executive Officer (“ED/CEO”), supported by the Chief Financial Officer (“CFO”). The ED/CEO, with
the support of the CFO, is responsible for overseeing the day‑to‑day management of the Group,
coordinating corporate activities and seeking to preserve value for shareholders. These functions are
carried out with formal reporting to the Board, enabling the Board to maintain oversight, ensure proper
governance, and support strategic decision‑making during this period of financial and operational
uncertainty.
When the Company was launched in 2007, it was considered desirable for shareholders to have the
opportunity to review the future of the Group at appropriate intervals. This review process enables the
realisation of the Group’s assets in a controlled, orderly and timely manner, with the objective of
achieving a balance between periodically returning cash to shareholders and maximising the realisation
value of the Company’s investments. At the General Meeting held on 30 May 2025, shareholders voted
against the ordinary resolution that the Company should cease to continue as presently constituted and
in favour of the special resolution to amend the Company’s articles of association. As a result, the
Company will continue to operate under the strategy set out in the notice of General Meeting dated 14
May 2025, and the next discontinuation vote will be held in May 2027.
In the meantime, the Group continues to preserve its limited cash balances, safeguarding ownership
and improve the performance of its remaining assets to prevent destruction of value from distressed or
forced sale activities, while pursuing asset disposals in a measured manner. There is no certainty as to
the timeframe within which the divestments will be realised. Accordingly, the Directors have
reassessed the remaining assets and made the appropriate reclassifications in accordance with the
applicable accounting standards. The Directors note that viable alternative strategies to a wind-down
remain available and they will continue to evaluate whether to propose the continuation of the current
divestment strategy or a shift to an alternative strategy.
The Directors, after assessing the financial circumstances of the Company and the Group, consider
that the financial statements should be prepared on a going concern basis. For further details, please
refer to Note 2.3 to the financial statements.
5
CHAIRMAN’S STATEMENT
INTRODUCTION
I am pleased to report on the results of Aseana Properties Limited (“Aseana” or the “Company”) and
its subsidiaries (together with referred to as the “Group”) for the financial year ended 31 December
2025 (“FY2025”).
COMMENTARY ON THE YEAR
During the year, the Group remained focused on preserving cash balances, safeguarding ownership of
the remaining assets to prevent destruction of value from distressed force sale activities and critically
raising funds and bank refinancing to elevate the Group from its financial distress position. Asset
divestment remains a strategic option to the Board, but in a measured manner so as not to compromise
shareholder value.
In January 2025, the Company entered into a conditional subscription agreement (the "Subscription
Agreement") with Neuchatel Investment Holdings Limited ("Neuchatel") for the subscription of new
ordinary shares of US$0.05 each in the Company (the "Subscription Shares"). Under the Subscription
Agreement, Neuchatel subscribed for such number of Subscription Shares in the Company constituting
up to 29.9% of the Company's enlarged issued share capital at a subscription price of US$0.08 per
Subscription Share (the "Issue Price" together the "Subscription"). The circular in relation to the
Subscription was published in the latter stages of January 2025 and a general meeting was held in late
February 2025, during which shareholders approved the issuance and allotment of 68,190,000 ordinary
shares to Neuchatel.
The gross proceeds of US$5.45 million were predominantly allocated to partially settling the
outstanding Medium Term Notes issued by the Company's indirect subsidiary, Silver Sparrow Bhd
(collectively the "SSB MTN" or "Sandakan loan"), on 4 March 2025.
In March 2025, the Company entered into an agreement to raise approximately US$1.07 million
(before expenses) by way of a private placement of 13,334,000 existing ordinary shares of US$0.05
each in the capital of the Company held in treasury by the Company (the "Treasury Shares") at a price
of US$0.08 per share (the "Treasury Share Placement"). The Treasury Shares represented 5.5 per cent
of the enlarged issued share capital of the Company after the Subscription. Following the completion
of the Treasury Share Placement, the Company no longer held any shares in treasury.
The gross proceeds of US$1.07 million from the Treasury Share Placement were primarily allocated
towards the debt refinancing exercise and to also fund the associated transaction fees.
In June 2025, the Company’s indirect subsidiary, ICSD Ventures Sdn Bhd ("ICSD"), secured a facility
of up to RM45.2 million from AmBank (M) Berhad and successfully completed the draw down of
RM39.0 million in July 2025 to fully settle the remaining outstanding balance of the SSB MTN.
Following the full settlement of the SSB MTN, the receivers and managers previously appointed on 5
November 2024 by Maybank Investment Bank Berhad were discharged and the Company regained
full control of ICSD's assets and operations.
6
In November 2025, the Company’s indirect subsidiary, Urban DNA Sdn Bhd (“UDNA”) secured a
facility of up to RM44.2 million from Alliance Bank Malaysia Berhad and successfully drew down
RM33.2 million, which has been utilised, together with certain existing cash resources and cash
generated from the sale of units at The RuMa Residences, to substantially settle the remaining
outstanding sum of the Potensi Angkasa Sdn Bhd Commercial Paper and/or Medium Term Note
(“PASB CP/MTN”) and other short-term borrowings.
In November 2025, the Company entered into a conditional subscription agreement with Neuchatel
for the subscription of 48,275,000 new Ordinary Shares at the issue price of US$0.08 per new Ordinary
Share, raising approximately US$3.86 million in a further subscription for the Company. The gross
proceeds raised were largely utilised towards funding the Sandakan Hotel for its re-opening in April
2026 as well as ensuring the Company's ongoing compliance with bank covenants arising from the
Company's most recent debt restructuring. Costs of re-opening the Sandakan Hotel are significantly
higher (at c. US$5 million) than initially anticipated (c. US$1.5 million) due to the lapse of
approximately five years since the hotel was shut down in mid-2020, which had taken a toll on the
condition of the hotel compared to original expectations. Extensive works were required to be carried
out which include rectifying defects, undertaking major servicing of mechanical, electrical, and plant
equipment, replacing obsolete interior design elements and equipment, carrying out necessary
renovations to refresh the property and replacing furniture, fixtures, operating equipment and supplies.
During the year, the Group also completed the Sale and Purchase Agreements of 41 units at The RuMa
Residences, generating a gross consideration of RM61.7 million (approximately US$14.4 million).
The proceeds from the sales have been put towards redeeming the PASB CP/MTN.
STRATEGIC PRIORITIES
The business priorities of the Group are preserving its limited cash balances, safeguarding ownership
of the remaining assets to prevent destruction of value from distressed force sale activities and critically
raising funds and bank refinancing when required. Asset divestment remains a strategic option to the
Board, but in a measured manner so as not to compromise shareholder value.
PERFORMANCE REVIEW
During FY2025, the Group recorded a net profit before taxation of US$13.6 million, compared to a
net loss before taxation of US$5.5 million in the previous financial year ended 31 December 2024
(“FY2024”), primarily attributable to foreign exchange gains amounting to US$13.3 million in
FY2025 (31 December 2024: US$3.1 million). The improvement was also attributable to contributions
from the sale of The RuMa Residences units and lower financing costs following the completion of
refinancing activities during the year. The net profit attributable to equity holders was US$12.2 million
for FY2025 (FY2024: net loss of US$9.9 million), and the profit per share as at 31 December 2025
was US cents 5.35 (31 December 2024: loss per share of US cents 5.74).
The Company’s NAV per share as at 31 December 2025 was US$0.19 (31 December 2024: US$0.24).
7
The net cash outflow for FY2025 was US$1.3 million (FY2024: net cash inflow of US$3.2 million)
driven predominantly by net cash used in investing activities of US$1.4 million (FY2024: US$0.03
million) and net cash used in financing activities of US$0.6 million (FY2024: US$3.3 million), offset
by foreign exchange gains of US$0.8 million (FY2024: gain of US$1.4 million).
GOING CONCERN STATUS OF THE COMPANY
In January 2025, Mr Leong Kheng Cheong was appointed as Chief Executive Officer (“CEO”) to
assist the Board in, inter alia, executing fundraising exercises, i.e. share subscriptions by the strategic
investor, Neuchatel Investment Holdings Limited (“Neuchatel”), in January 2025 and November 2025,
and the disposal of treasury shares in March 2025 respectively. These initiatives have collectively
raised approximately US$10.4 million (before expenses) for the Company.
With the participation of Neuchatel, which brings the Group additional resources (e.g. enhanced
relationships with lenders and financial advice) and working alongside the CEO and the operating
teams of The RuMa Hotel and Residences and Harbour Mall Sandakan, the Group has now refinanced
the existing loans, re-opened the Sandakan Hotel and further improved the operating performance of
The RuMa Hotel and Residences. These efforts have significantly restructured the Group’s debt profile
and enhanced its underlying profitability and cash flow position. The Board is seeing promising early
progress and is confident that the Group’s financial health will continue to improve and emerge
stronger in the long-term.
As such, the preparation of the 2025 financial statements has reverted to a going concern basis. For
further details, please refer to Note 2.3 to the financial statements.
DIS-CONTINUATION VOTE IN MAY 2027
At the General Meeting held on 30 May 2025, shareholders voted against the ordinary resolution that
the Company should cease to continue as presently constituted and in favour of the special resolution
to amend the Company’s articles of association. As a result, the Company will continue to operate
under the strategy set out in the notice of General Meeting dated 14 May 2025, and the next
discontinuation vote will be held in May 2027.
ACKNOWLEDGMENTS
I would like to extend my sincere thanks to my colleagues on the Company’s Board, the staff operating
at the Group level and the teams working across each of our properties for their tireless efforts on
behalf of the Group and its shareholders. I also wish to acknowledge our external advisors and service
providers, whose continued support and expertise have been invaluable to the Company.
LIM TIAN HUAT
Chairman
24 April 2026
8
PROPERTY PORTFOLIO AS AT 31 DECEMBER 2025
Project
Type
Effective
Control
Approximate
Gross
Floor Area
(sq m)
Approximate
Land Area
(sq m)
Completed projects
The RuMa Hotel and Residences
Kuala Lumpur, Malaysia
Luxury residential
tower and bespoke
hotel
100.0%
40,000
4,000
Sandakan Harbour Square
Sandakan, Sabah, Malaysia
Hotel and retail mall
100.0%
126,000
48,000
Undeveloped projects
Kota Kinabalu Seafront resort &
residences
Land parcel approved
for development of:
(i) Boutique resort
hotel and resort villas
(ii) Resort homes
80.0%
n/a
172,900
9
PERFORMANCE SUMMARY
Year ended
31 December 2025
Year ended
31 December 2024
Total Returns since listing
Ordinary share price
-92.50%
-90.75%
FTSE All-share index
60.72%
34.21%
FTSE 350 Real Estate Index
-37.33%
-38.83%
One Year Returns
Ordinary share price
-18.92%
8.82%
FTSE All-share index
19.75%
5.57%
FTSE 350 Real Estate Index
2.46%
-13.51%
Capital Values
Total assets less total liabilities (US$ million)
55.92
41.69
Net asset value per share (US$)
0.19
0.24
Ordinary share price (US$)
0.075
0.093
FTSE 350 Real Estate Index
381.29
372.14
Debt-to-equity ratio
Debt-to-equity ratio
1
35%
67%
Net debt-to-equity ratio
2
24%
50%
Profit/(Loss) Per Share
Profit/(Loss) per ordinary share - basic (US cents)
5.35
-5.74
- diluted (US cents)
5.35
-5.74
Notes:
1
Debt-to-equity ratio = (Total Borrowings ÷ Total Equity) x 100%
2
Net debt-to-equity ratio = (Total Borrowings less Cash and Cash Equivalents ÷ Total Equity) x 100%
10
FINANCIAL REVIEW
INTRODUCTION
The Group recorded a net profit before taxation of US$13.6 million for the financial year ended 31
December 2025 (“FY2025”), compared to a net loss before taxation of US$5.5 million for the financial
year ended 31 December 2024 (“FY2024”). The improvement was primarily due to foreign exchange
gains amounting to US$13.3 million, contributions from the sale of The RuMa Residences units and
lower financing costs following the completion of refinancing activities during the year.
STATEMENT OF COMPREHENSIVE INCOME
The Group recognised revenue of US$14.4 million in FY2025 (FY2024: US$2.9 million). Revenue of
US$39.4 million has been deferred until control of sold units in the leaseback program is transferred
to the respective buyers.
The Group recorded a net profit before taxation of US$13.6 million in FY2025 (FY2024: loss of
US$5.5 million). Net profit attributable to equity holders of the parent company was US$12.2 million
in FY2025 (FY2024: loss of US$9.9 million), largely attributable to the gain on the foreign exchange.
The Group recorded a consolidated comprehensive income of US$3.8 million in FY2025 (FY2024:
loss of US$11.9 million), which included a foreign exchange loss of US$8.4 million (FY2024: loss of
US$2.0 million).
Basic and diluted profit per share were both US cents 5.35 in FY2025 (FY2024: loss per share of US
cents 5.74).
STATEMENT OF FINANCIAL POSITION
Total assets as at 31 December 2025 were US$128.5 million (31 December 2024: US$129.8 million),
representing a decrease of US$1.3 million, primarily due to a US$1.3 million decrease in cash.
Total liabilities as at 31 December 2025 were US$72.6 million (31 December 2024: US$88.1 million),
representing an decrease of US$15.5 million, mainly due to a US$8.7 million decrease in total
borrowings and US$7.9 million decrease in trade and other payables.
The Group’s Net Asset Value per share as at 31 December 2025 was US$0.19 (31 December 2024:
US$0.24).
CASH FLOW AND FUNDING
Cash used in operations before interest and tax payments was US$1.5 million compared to cash
generated from operations before interest and tax payments in FY2024 of US$8.6 million.
Cash used in investing activities was US$1.4 million (FY2024: US$0.03 million).
During the year, the Group completed refinancing activities that resulted in the settlement of certain
legacy borrowings and a reduction in overall debt levels. As at 31 December 2025, gross borrowings
had decreased to US$19.4 million (2024: US$28.1 million), with the net debt‑to‑equity ratio improving
to 24% (2024: 50%).
11
Finance income for FY2025 was US$0.02 million (FY2024: US$0.1 million). Finance costs were
US$1.6 million in FY2025 (FY2024: US$3.7 million), mostly incurred by the Group’s operating
assets.
EVENTS AFTER STATEMENT OF FINANCIAL POSITION DATE
Sale of The RuMa Residences Units
Sale and Purchase Agreements for the sale of the remaining seven units at The RuMa Residences were
completed in the first quarter of 2026, generating a gross consideration of RM9.6 million
(approximately US$2.4 million).
Potensi Angkasa Sdn Bhd Commercial Paper and/or MTN (“PASB CP/MTN”)
2 tranches of the PASB CP/MTN with principal amount of RM1.9 million (c.US$0.5 million),
underpinned by security charges over The RuMa Residences, which have their maturity dates falling
due in January 2026, were settled in January 2026.
DIVIDEND
No dividend was declared or paid in the financial years 2025 and 2024.
PRINCIPAL RISKS AND UNCERTAINTIES
A review of the principal risks and uncertainties facing the Group is set out in the Directors’ Report of
the Annual Report.
TREASURY AND FINANCIAL RISK MANAGEMENT
The Group undertakes risk assessments and identifies the principal risks that affect its activities. The
responsibility for the management of each key risk has been clearly assigned and is overseen by the
Board of Directors, who are closely involved in the day-to-day operation of the Group.
A comprehensive discussion on the Group’s financial risk management policies is included in the notes
to the financial statements of the Annual Report.
LEONG KHENG CHEONG
Director
24 April 2026
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CORPORATE SOCIAL RESPONSIBILITY (“CSR”)
Aseana Properties Limited (“Aseana” or the “Company”, and together with its subsidiaries, the
“Group”) is committed to creating a positive impact on both the environment and the communities in
which it operates. The Company believes that being socially and environmentally responsible is not
only the right course of action, but also essential to delivering long-term value for all stakeholders.
The Group’s approach to corporate citizenship is guided by six core principles, which underpin its
commitment to ethical governance, environmental stewardship, employee well-being and social
contribution.
Managing Corporate Responsibility
The Board of Directors (“Board”) oversees Aseana’s CSR framework through established corporate-
level policies and standards. These mechanisms ensure that the Group operates responsibly, ethically
and legally, while protecting and enhancing both its reputation and shareholder value. CSR is
embedded within the Group’s broader sustainability and risk management strategy.
Employees
Recognising the evolving challenges in today’s economic landscape, Aseana is committed to fostering
a supportive, inclusive and respectful workplace. The Board ensures that all employees are treated
fairly and with dignity, as this not only enhances their well-being but also drives productivity,
creativity and innovation.
Health and Safety
Occupational health and safety remain top priorities for Aseana. The Group strives to provide a safe
and healthy working environment by prioritising the regular maintenance of plants, equipment and
systems, and by ensuring that employees receive the necessary training and supervision to manage
workplace risks safely and responsibly.
Stakeholders
Aseana values transparent, open and meaningful engagement with all its stakeholders, including
clients, investors, partners and the wider public. The Company maintains stakeholder engagement
through various channels such as events, roadshows, briefings, conference calls and the timely release
of announcements and the publication of annual reports. Stakeholders can also access corporate
updates and information via Aseana’s website at www.aseanapropertieslimited.com.
Environmental Management
Aseana continues to adopt and promote environmentally responsible practices throughout its
operations. A prime example of this commitment is The RuMa Hotel and Residences (“The RuMa”),
the Group’s flagship hospitality asset in Kuala Lumpur, which continues to set benchmarks in
sustainable luxury.
The RuMa reaffirmed its leadership in sustainable tourism by successfully completing its second-year
surveillance audit under the Global Sustainable Tourism Council (GSTC) framework – an
internationally recognised standard that assesses environmental, cultural and social sustainability. The
RuMa remains the first hotel in Peninsular Malaysia to be awarded this prestigious certification.
13
Sustainable Operations and Innovation
Throughout 2025, The RuMa implemented a range of impactful environmental and social initiatives,
including:
• Repurposing watermelon skins into homemade acar melon, contributing in reducing food waste in
kitchen.
• Recycling electronic waste, diverted 45 kg of e-waste, avoiding 207 kg CO₂e.
• Recycling toner and cartridge, improving resource efficiency and reducing emissions.
• Introducing canary online check-in, leading to contactless and mobile-based guest registration
which enhances efficiency and reducing paper use.
In addition to these operational improvements, The RuMa maintains the following:
• Car park that includes charging stations for hybrid and electric vehicles.
• Contactless, ticketless parking system, enhancing convenience and reducing paper waste.
• Continue to digitise internal paperwork and workflows to further reduce the property’s
environmental footprint.
Community Engagement
Aseana is deeply committed to giving back to the communities in which it operates. In 2025, The
RuMa’s team contributed a total of 216 volunteer hours, and the notable initiatives included:
• Charitable Donations: 10 mattresses donated to charitable homes through PERKASEH.
• Environmental Initiative: Conducted a beach clean-up at Pantai Morib, Banting, Kuala Selangor.
• Elderly Care: Engagement visit to Pusat Jagaan dan Rawatan Orang Tua Al-Ikhlas.
Looking Forward
The year 2025 marked significant progress across Aseana’s environmental, social, and governance
agenda. The RuMa Hotel and Residences continues to serve as a model for sustainable hospitality in
the region, demonstrating that luxury and environmental responsibility can coexist. As the Group
moves forward, it remains dedicated to strengthening its CSR initiatives and ensuring that its business
practices generate lasting, positive impact for people, the planet, and its stakeholders.
14
CLIMATE-RELATED FINANCIAL DISCLOSURES
The Directors recognise the importance of understanding and managing the potential impacts of
climate-related risks and opportunities on the Group’s business in accordance with the
recommendations of the Task Force on Climate-related Financial Disclosures (“TCFD”).
During the year ended 31 December 2025, the Group’s primary focus was on the completion of
refinancing, liquidity preservation and stabilisation initiatives following a prolonged period of
financial distress. As a result, the Group’s TCFD reporting is necessarily limited at this stage and
represents an initial qualitative disclosure, consistent with the Group’s current operating context. The
Board intends to enhance the depth and breadth of climate-related disclosures over time as the Group’s
financial position stabilises and data availability improves.
Governance
The Board has overall responsibility for the oversight of climate-related risks and opportunities as part
of its broader risk management responsibilities. During the year, the Board’s activities were heavily
focused on refinancing initiatives, debt restructuring, covenant compliance and safeguarding the
Group’s remaining assets.
Accordingly, climate-related matters were considered within broader strategic and risk discussions,
rather than through a standalone climate governance framework. Management reports to the Board on
operational, financial and risk matters, which may include climate-related considerations where these
are relevant to asset performance, insurance, regulatory compliance or capital expenditure decisions.
The Group does not currently have a dedicated sustainability or climate committee, reflecting the
Board’s assessment that such structures would not be proportionate during the refinancing and
stabilisation phase.
Strategy
The Group’s operations are concentrated in Malaysia and are primarily exposed to climate-related
risks through its real estate and hospitality assets. Potential climate-related risks include, among others,
physical risks (such as extreme weather events), evolving building standards, energy efficiency
considerations, and changes in regulation or market expectations.
During the year, the Board did not undertake detailed climate scenario analysis or quantify the potential
financial impacts of climate-related risks, reflecting the Group’s short- to medium-term focus on
financial survival and asset preservation, the lack of complete and reliable historical environmental
data across the portfolio, and constrained internal resources as a result of the refinancing and
stabilisation process.
The Group’s current strategy prioritises maintaining asset integrity, safeguarding value and improving
operational performance. To the extent that climate-related considerations align with these objectives
(for example, energy efficiency improvements or resilience of assets), they are assessed on a
case-by-case basis.
15
Risk Management
Given the Group’s financial circumstances during the year, climate-related risks are not currently
managed as a separate risk category. Instead, they are considered within the Group’s existing risk
management processes, alongside other operational, regulatory and financial risks. The identification
and assessment of risks during the year focused primarily on refinancing and liquidity risk, compliance
with banking covenants, operational continuity of key assets and preservation of asset value.
Metrics and Targets
The Group does not currently disclose quantitative climate-related metrics, such as greenhouse gas
emissions (Scope 1, 2 or 3), nor has it set formal climate-related targets. This reflects the Board’s
prioritisation of refinancing, liquidity preservation and operational stability.
Where relevant, certain operating assets (notably The RuMa Hotel and Residences) have implemented
site-level environmental initiatives, including energy efficiency and waste-reduction measures, which
are described elsewhere in this Annual Report.
The Board intends to review the appropriateness of establishing climate-related metrics and targets
once the Group’s financial position has stabilised and resources permit more comprehensive data
collection.
Forward Looking
The Board acknowledges the growing expectations of stakeholders in relation to climate-related
disclosures and intends to develop the Group’s TCFD reporting progressively. Future enhancements
are expected to include improved data collection across assets, clearer identification of climate-related
risks relevant to the Group’s portfolio and consideration of climate-related matters within longer-term
strategic planning. Timing and scope of these enhancements will depend on the continued success of
the Group’s stabilisation efforts and availability of appropriate resources.
16
BOARD OF DIRECTORS AND SENIOR MANAGEMENT
LIM TIAN HUAT
NON-EXECUTIVE INDEPENDENT CHAIRMAN
Lim Tian Huat was appointed as an independent non-executive director of the Company on 30
September 2024. He established his own firm in 2010 after his retirement from Ernst & Young (“EY”).
He was a partner in EY (2002 – 2009), in charge of Restructuring and Insolvency. Prior to that he was
with Arthur Andersen (1979 – 2001), for the first 7 years in Assurance before focusing on
Restructuring and Insolvency. He became a partner of Arthur Andersen in 1990, and led the Global
Corporate Finance practice, including Restructuring and Insolvency.
Tian Huat has over 40 years’ experience in assurance, corporate advisory, restructuring and insolvency.
He was appointed by the Domestic Trade Minister to be a member of the Corporate Law Reform
Committee (“CLRC”) under the purview of the Companies Commission of Malaysia. CLRC’s
objective was to update and modernize Companies Act 1967 which resulted in Companies Act 2016.
He was appointed as Commissioner to the United Nations Compensation Commission for a period of
5 years from 1998 to 2002. He co-authored a book entitled “The Law and Practice of Corporate
Receivership in Malaysia and Singapore”.
DATO’ DR THONG KOK CHEONG
NON-EXECUTIVE DIRECTOR
Dato’ Dr. Thong was appointed as a non-executive director on 09 July 2024. He has considerable
experience in upstream business of exploration, production of oil and gas, and downstream oil business
in refining, supply and trading. He was appointed Chief Corporate Planner for the Shell Group of
Companies in Malaysia from 1991 to 1993. After that he left to start his own business in property
development, manufacturing and trading. Dato’ Dr. Thong was appointed to the Board of Directors of
Jasa Megah Industries Berhad, and Insas Berhad in 1993. He retired from the two companies in 2000.
His current interests are in consultancy, property development and investment. Currently he is a
director of Grand Battery Technologies Berhad. He graduated from the Imperial College of Science
and Technology, University of London, with First Class Honors in Chemical Engineering in 1968, and
obtained his PhD in 1971. He received the RH Gummer prize for 1969/70 for his research work in
combustion and has published papers in the Proceedings of the Royal Society, UK, Institute of
Chemical Engineering, UK and Journal of Physics, UK. He was also a founding member and former
President of the Imperial College Alumni Malaysia. As at the end of 2025, Dato’ Dr. Thong held a
4.1% shareholding interest in the Company.
17
LEONG KHENG CHEONG
DIRECTOR AND CHIEF EXECTIVE OFFICER
Leong Kheng Cheong (KC) was first appointed as the non-board Chief Executive Officer of the
Company effective 1 January 2025, then followed by the appointment as a Director on 10 February
2025. KC, a fellow member of the CPA Australia, brings with him over 28 years of finance and
strategic leadership experience across diversified industries in FMCG & luxury retailing, commercial
property development & management, automotive distribution and financial institutions across Hong
Kong, Mainland China and Southeast Asia. He has held senior positions in reputable multinational
corporations prior to the appointment, most recently the Finance Director, Group Planning &
Reporting of the DFI Retail Group (a pan-Asian retail conglomerate of the Jardines Group) in Hong
Kong, as well as the Financial Planning & Analysis Director of Tesco Property Limited (a subsidiary
of Tesco Plc) in China.
BRENDAN FRANCIS LIM
CHIEF FINANCIAL OFFICER (NON-BOARD)
Brendan was appointed as the Chief Financial Officer of the Company effective 5 November 2025.
He is an ICAEW Chartered Accountant with over 14 years of professional experience in audit and
assurance, due diligence reviews, and corporate exercises, having worked in both Malaysia and United
Kingdom. Prior to joining the Company, he was a Partner at a large international accounting firm,
where he led the audits of companies listed on the Malaysian stock exchange. His experience also
encompasses due diligence reviews and corporate exercises, including the preparation of Accountants’
Reports, the review of prospective financial information, pro-forma financial information and other
documents required for submission to regulatory authorities for the corporate exercises. His client
portfolio spans local and international companies across diverse industries, including property
development and construction, hospitality, information technology, mining, and plantation.
18
DIRECTORS’ REPORT
The Directors present their report together with the audited financial statements of Aseana Properties
Limited (the “Company”) and its subsidiaries (together with referred to as the “Group”) for the year
ended 31 December 2025.
PRINCIPAL ACTIVITIES
The principal activities of the Group were the development of upscale residential and hospitality
projects in Malaysia.
BUSINESS REVIEW AND FUTURE DEVELOPMENTS
The consolidated statement of comprehensive income for the year is set out on page 42. A review of
the development and performance of the business has been set out in the Chairman’s Statement and
the Financial Review reports.
OBJECTIVES AND STRATEGY
When the Company was launched in 2007, the Board considered it desirable that Shareholders should
have an opportunity to review the future of the Company at appropriate intervals. The Company will
hold another discontinuation vote at a general meeting in May 2027, meanwhile the Company’s
business priorities are therefore to preserve its limited cash balances, safeguard ownership of the
remaining assets to prevent destruction of value from distressed force sale activities and continue to
drive the sale of residences.
Asset divestment remains a strategic option to the Board, but in a measured manner for not
compromising shareholders value.
PRINCIPAL RISKS AND UNCERTAINTIES
The Group’s business is property development in Malaysia. Thus, its principal risks are related solely
to the property market in Malaysia. More detailed explanations of these risks and the way they are
managed are contained under the heading of Financial Risk Management Objectives and Policies in
Note 4.1 to the financial statements.
Other risks faced by the Group predominantly in Malaysia where all the key assets are held, include
the following:
Economic
Inflation, economic recessions and movements in interest rates
could affect property development activities.
Strategic
Incorrect strategy, including timing, could lead to poor returns for
shareholders.
Regulatory
Breach of regulatory rules could lead to suspension of the
Company’s Stock Exchange listing and financial penalties.
19
PRINCIPAL RISKS AND UNCERTAINTIES (CONT’D)
Other risks faced by the Group predominantly in Malaysia where all the key assets are held, include
the following: (Cont’d)
Law and regulations
Changes in laws and regulations relating to planning, land use,
development standards and ownership of land could have
adverse effects on the business and returns for the
shareholders.
Tax regimes
Changes in the tax regimes could affect the tax treatment of
the Company and/or its subsidiaries in these jurisdictions.
Management and control
Changes that cause the management and control of the
Company to be exercised in the United Kingdom could lead
to the Company becoming liable to United Kingdom taxation
on income and capital gains.
Operational
Failure of the Company’s internal financial reporting system
and disruption to the business, or to that of third party service
providers, could lead to an inability to provide accurate
reporting and monitoring leading to a loss of confidence from
the shareholders.
Financial
Inadequate controls by the Company or third party service
providers could lead to a misappropriation of assets.
Inappropriate accounting policies or failure to comply with
accounting standards could lead to misreporting or breaches
of regulations or a qualified audit report.
Liquidity
The absence of sufficient incoming cash flows from asset
disposals or operating income may adversely impact the
Group’s ability to continue funding ongoing activities and
liabilities as they fall due.
Human Resource
The inability to secure the right talent may hinder the Group’s
capacity to manage its operations effectively, support
restructuring initiatives, or preserve asset value.
The Board seeks to mitigate and manage these risks through continual review, policy setting and
enforcement of contractual rights and obligations. It also regularly monitors the economic and
investment environment in Malaysia, its only remaining market. Details of the Group’s internal
controls are described on page 32.
20
LITIGATION
Claims Against Former Directors and their Associates
On 27 December 2024, the Company announced that it and its subsidiary, UDNA had, on 19 December
2024, filed a legal action at the Kuala Lumpur High Court in Malaysia (Commercial Division) against
the following parties:
• Helen Siu Ming Wong (“Helen Wong”) (a former director of the Company and UDNA);
• Nicholas John Paris (a former director of the Company);
• Tan Hock Chye (a former director of the Company and UDNA);
• Thomas Patrick Holland (a former director of the Company and UDNA);
• Jenny Lee Gyn Li (“Jenny Lee”) (spouse of Thomas Patrick Holland); and
• RSMC Investment Inc (“RSMC”).
The legal action was initiated, among other reasons, for breaches of fiduciary duties by the former
directors of the Company and UDNA, including, inter alia, the improper claiming of exorbitant fees
from the Company and the over-securitisation in favour of Helen Wong, Jenny Lee and RSMC in
connection with a loan of USD1,000,000 granted in favour of the Company and secured against 30
properties in The RuMa Hotel and Residences (the “Subject Properties”) owned by UDNA, in breach
of applicable laws.
On 26 March 2025, the Company announced that UDNA entered into a consent order on 17 March
2025 with Helen Wong, Jenny Lee and RSMC in respect of the Injunction Application to prevent
Helen Wong, Jenny Lee and RSMC from enforcing the Charges over the Subject Properties.
Details of the legal action and the consent order were announced by the Company on 27 December
2024 and 26 March 2025 respectively. The consent order granted by the Kuala Lumpur High Court in
Malaysia has since been amended.
The Company announced on 26 February 2026 that, in accordance with the amended consent order,
UDNA had deposited RM5.4 million into a joint stakeholders' interest-bearing account. The deposited
sum and all accrued interest will remain held in escrow and will be released to the successful party
upon the final determination of the proceedings by the High Court of Malaysia, Court of Appeal of
Malaysia or Federal Court of Malaysia, as applicable. Following the deposit, the charges previously
created over the 30 unencumbered hotel units at The RuMa Hotel and Residences owned by UDNA
in favour of the relevant defendants have been discharged in accordance with the amended consent
order.
The trial dates previously fixed in April 2026 have been vacated following the transfer of the presiding
High Court Judge to another court. A mediation session has been scheduled for 29 April 2026. If
mediation is unsuccessful, the matter will proceed for trial. As at the date of this report, no new trial
dates have been fixed.
The amended consent order does not constitute any admission of liability by Aseana or UDNA.
21
RESULTS AND DIVIDENDS
The results for the year ended 31 December 2025 are set out in the attached financial statements.
No dividends were declared nor paid during the financial year under review.
SHARE CAPITAL
In January 2025, the Company entered into a conditional subscription agreement (the "Subscription
Agreement") with Neuchatel Investment Holdings Limited ("Neuchatel") for the subscription of new
ordinary shares of US$0.05 each in the Company (the "Subscription Shares"), constituting up to 29.9%
of the Company's enlarged issued share capital at a subscription price of US$0.08 per Subscription
Share (the "Issue Price" together the "Subscription"). The gross proceeds of US$5.45 million were
received on 27 February 2025.
In March 2025, the Company entered into an agreement to raise approximately US$1.07 million
(before expenses) by way of a private placement of 13,334,000 existing ordinary shares of US$0.05
each in the capital of the Company held in treasury by the Company (the "Treasury Shares") at a price
of US$0.08 per share (the "Treasury Share Placement"). The Treasury Shares represented 5.5% of the
enlarged issued share capital of the Company after the Subscription and following completion of the
Treasury Share Placement, the Company no longer held any shares in treasury. The gross proceeds of
US$1.07 million were received on 19 March 2025.
In November 2025, the Company entered into agreement with Neuchatel for the subscription of
48,275,000 new ordinary shares of US$0.05 each in the Company (the "Subscription") to raise
approximately US$3.86 million at a price of US$0.08 per share. Following the completion of the
Subscription, Neuchatel’s interest in the enlarged share capital increased to 40.21%. The gross
proceeds of US$3.86 million were received on 18 December 2025.
DIRECTORS
The following were Directors of Aseana who held office during the financial year and up to the date
of this report:
• Lim Tian Huat – Chairman
• Dato’ Dr Thong Kok Cheong
• Leong Kheng Cheong (appointed on 10 February 2025)
DIRECTORS’ INTERESTS
No director in office at the end of the financial year had any interest in shares in the Company during
the financial year, save for Dato’ Dr Thong Kok Cheong who owns 11,959,608 ordinary shares.
22
MANAGEMENT
The routine operations of the Group have been centralised under the Executive Director/Chief
Executive Officer (“ED/CEO”), supported by the Chief Financial Officer (“CFO”). The ED/CEO, with
the support of the CFO, is responsible for overseeing the day‑to‑day management of the Group,
coordinating corporate activities and seeking to preserve value for shareholders. These functions are
carried out with formal reporting to the Board, enabling the Board to maintain oversight, ensure proper
governance, and support strategic decision‑making during this period of financial and operational
uncertainty.
EMPLOYEES
The Company had one Executive Director during the year. The subsidiaries of the Group had a total
of 316 employees as at 31 December 2025, of which 73 and 243 were employed by (i) the Sandakan
Hotel asset and Harbour Mall Sandakan, and (ii) The RuMa Hotel and Residences in Kuala Lumpur
respectively.
GOING CONCERN
As outlined in Note 2.3 to the financial statements which refers to the assessment made by the Directors
including the recent refinancing and capital-raising initiatives, resulting in the settlement or
refinancing of legacy borrowings and an improvement in its liquidity and capital structure. Following
these developments, the Directors reassessed the Group’s ability to continue on a going concern basis
by considering its financial position, committed financing arrangements and cash flow forecasts for at
least twelve months from the date of approval of the financial statements.
Based on this assessment, the Directors believe that the Group will continue to generate sufficient cash
flows from its operations for the next twelve months from the reporting date. Based on these factors,
the Directors believe it is appropriate to prepare the financial statements of the Group on a going
concern basis. Further details are set out in Note 2.3 to the financial statements.
The Company will hold another continuation vote by shareholders in May 2027. In connection with,
or at the same time as, the proposal that the Company be wound up voluntarily the Board shall be
entitled to make proposals for the reconstruction of the Company. Until then, the Company will
continue to preserve its limited cash balances, safeguard ownership of the remaining assets to prevent
destruction of value from distressed force sale activities, continue to drive the sale of residences, and
critically raise funds and bank refinancing when required. Asset divestment remains a strategic option
to the Board, but in a measured manner that does not compromise shareholders value.
CREDITORS PAYMENT POLICY
The Group’s operating companies are responsible for agreeing on the terms and conditions under
which business transactions with their suppliers are conducted. It is the Group’s policy that payments
to suppliers are made in accordance with all relevant terms and conditions which is on average 30
days.
23
FINANCIAL INSTRUMENTS
The Group’s principal financial instruments comprise cash balances, balances with related parties,
other payables, receivables and loans and borrowings that arise in the normal course of business. The
Group’s Financial Risk Management Objectives and Policies are set out in Note 4.1 to the financial
statements.
DIRECTORS’ LIABILITIES
Subject to the conditions set out in the Companies (Jersey) Law 1991 (as amended), the Company has
arranged appropriate Directors’ and Officers’ liability insurance to indemnify the Directors against
liability in respect of proceedings brought by third parties. Such provisions remain in force at the date
of this report.
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
The Directors are responsible for preparing the annual report and the financial statements in
accordance with applicable law and regulations. Companies (Jersey) Law 1991 requires the Directors
to prepare financial statements for each financial year. Under that law the Directors are required to
prepare the financial statements in accordance with International Financial Reporting Standards
(“IFRSs”) as adopted by European Union.
Under company law the Directors must not approve the financial statements unless they are satisfied
that they give a true and fair view of the assets, liabilities, financial position and of the profit or loss
of the Group for that year. In preparing these financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable, relevant and reliable;
• ensure that the financial statements comply with IFRSs; and
• prepare the financial statements on the going concern basis, unless it is inappropriate to
presume that the Group and the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and
explain the Group’s transactions and disclose with reasonable accuracy at any time the financial
position of the Group and to enable them to ensure that the financial statements comply with the
Companies (Jersey) Law 1991. The Directors are also responsible for safeguarding the assets of the
Group and hence for taking reasonable steps for the prevention and detection of fraud and other
irregularities.
The Directors are also responsible for the maintenance and integrity of the Company’s website on the
internet. However, information is accessible in many different countries where legislation governing
the preparation and dissemination of financial statements may differ from that applicable in the United
Kingdom and Jersey.
24
STATEMENT OF DIRECTORS’ RESPONSIBILITIES (CONT’D)
The Directors of the Company confirm that to the best of their knowledge that:
• the financial statements have been prepared in accordance with International Financial Reporting
Standards as adopted by the European Union, give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Group; and
• the sections of this Report, including the Chairman’s Statement, Director’s Review, Financial
Review and Principal Risks and Uncertainties, which constitute the management report include a
fair review of the development and performance of the business and the position of the issuer and
the undertakings included in the consolidation taken as a whole, together with a description of the
principal risks and uncertainties that they face.
DISCLOSURE OF INFORMATION TO AUDITOR
So far as each person who was a Director at the date of approving this report is aware, there is no
relevant audit information, being information needed by the auditor in connection with preparing its
report, of which the auditor is unaware. Having made enquiries of fellow Directors, each Director has
taken all the steps that he is obliged to take as a Director in order to have made himself aware of any
relevant audit information and to establish that the auditor is aware of that information.
RE-APPOINTMENT OF AUDITOR
The auditor, PKF Littlejohn LLP, has expressed their willingness to continue in office. A resolution
proposing their re-appointment will be tabled at the forthcoming Annual General Meeting.
BOARD COMMITTEES
Information on the Audit Committee is included in the Corporate Governance section of the Annual
Report on pages 27 to 33.
ANNUAL GENERAL MEETING
The tabling of the 2025 Annual Report and Financial Statements to shareholders will be at an Annual
General Meeting (“AGM”) that is currently expected to be held by 29 May 2026.
On behalf of the Board
LEONG KHENG CHEONG
Executive Director
24 April 2026
25
REPORT OF DIRECTORS’ REMUNERATION
DIRECTORS’ EMOLUMENTS
The Board appointed an Executive Director during the year. The Independent Directors in the Board
of Directors are responsible for setting the framework and reviewing compensation arrangements for
all non-executive Directors before recommending the same to the Board for approval. The Independent
Directors assess the appropriateness of the emoluments on an annual basis by reference to comparable
market conditions with the overall objective of ensuring maximum stakeholder benefit from the
retention of a high calibre Board.
During the year, the Directors received the following emoluments in the form
of fees or employee
benefits from the Company and its subsidiaries:
Directors
Year ended
31 December 2025
(US$)
Year ended
31 December 2024
(US$)
Lim Tian Huat
1
(Chairman of the Board)
48,000
12,000
Dato’ Dr Thong Kok Cheong
2
48,000
24,000
Leong Kheng Cheong
3
175,138
-
Clare Muhiudeen
4
-
24,000
Nicholas John Paris
5
-
24,000
Hock Chye Tan
5
-
25,173
Helen Wong Siu Ming
6
-
43,033
Thomas Holland
6
-
27,913
1
Lim Tian Huat was appointed on 30 September 2024.
2
Dato’ Dr Thong Kok Cheong was appointed on 9 July 2024.
3
Leong Kheng Cheong was appointed on 10 February 2025.
4
5
6
Clare Muhiudeen was appointed on 9 July 2024 and
resigned 7 December 2024.
Hock Chye Tan and Nicholas John Paris resigned on 30 September 2024.
Helen Wong and Thomas Holland were not re-elected at the Company’s 2024 Annual General Meeting on 30 July
2024.
26
ASSET DIVESTMENT EXPENSES
In 2022, the previous management team of the Company initiated a programme aimed at incentivising
and retaining the Company's key personnel (predominantly Helen Wong, who was the Divestment
Director). This fee was calculated at 1.1% of the gross proceeds less any agent commissions, if any
have been used, from sale of asset and is payable in cash once the Company receives the sale proceeds
to those personnel who have been involved in that transaction. Such programme has since been
cancelled after Helen Wong left the Company on 30 September 2024.
The current Board of Aseana does not think such incentive programme is appropriate and believes this
is in contravention of Section 22C of the Valuers, Appraisers and Estate Agents Act 1981 of Malaysia
("VAEA Act"), which provides that no person shall act as an agent for commission, fee, reward or
other consideration in respect of any sale or other disposal of land and building and of any interest
therein unless such person is a registered estate agent and has been issued with an authority to practice
under the VAEA Act. Helen Wong and her divestment team are not registered estate agents as required
under the VAEA Act. In addition, the Board is also cognisant of the maximum commission rate of 3%
for real estate agents as prescribed by VAEA Act.
The Company has commenced legal proceedings in December 2024 against Helen Wong, inter alia,
contending that Helen Wong and her divestment team were not registered estate agents as required
under the VAEA Act, therefore not entitled to any commissions for sales of properties of the Group in
Malaysia. Further details are disclosed in Note 33 to the financial statements.
SHARE OPTIONS
The Company did not operate any share option schemes during the years ended 31 December 2024
and 2025.
SHARE PRICE INFORMATION
• High for the year - US$0.093
• Low for the year - US$0.065
• Close for the year - US$0.075
PENSION SCHEMES
No pension schemes exist in the Group.
SERVICE CONTRACTS
There are no service contracts in existence between the Company and any of the Directors other than
for employment/director fees.
LIM TIAN HUAT
Non-executive Independent Director
24 April 2026
27
CORPORATE GOVERNANCE STATEMENT (“CG STATEMENT”)
The Financial Conduct Authority requires all companies with a listing on the equity shares
(commercial companies) (“ESCC”) listing category to comply with the UK Corporate Governance
Code (the “Corporate Governance Code”). Aseana Properties Limited (“ASPL” or the “Company”,
and together with its subsidiaries, the “Group”) is a Jersey incorporated company listed on the Equity
Shares (Transition) category (formerly referred to as the Standard List) on the UK Listing Authority’s
Official List and is therefore not subject to the Corporate Governance Code. The following section
outlines how the principles of governance are applied by the Company.
THE BOARD
As at the date of this CG Statement, the Board of Directors (the “Board”) of the Company comprises
the following members:
• Mr Lim Tian Huat - Independent Non-Executive Chairman
• Dato’ Dr Thong Kok Cheong - Non-Executive Director
• Mr Leong Kheng Cheong - Executive Director (appointed 10 February 2025) and Chief
Executive Officer (appointed 2 January 2025)
The biographical details of the Directors are set out on pages 16 to 17 of this Annual Report.
The Board currently comprises three members, a majority of whom, including the Chairman, are Non-
Executive Directors. The day-to-day operations of the Company are managed by the Chief Executive
Officer, while strategic direction and key corporate matters are overseen by the Board under the
leadership of the Chairman, who is an Independent Non-Executive.
ROLE OF THE BOARD
The Board is responsible for providing entrepreneurial leadership, setting strategic objectives, and
ensuring that the necessary financial and human resources are in place to meet the Company’s goals.
It maintains a system of prudent and effective controls to identify, assess and manage risks. The Board
also monitors the Company’s financial performance, ensures that the Company maintains adequate
funding, and considers and approves the disposal of Company’s assets in a controlled, orderly and
timely manner. Additionally, the Board sets the Company’s values and standards and ensures that its
obligations to its shareholders and other stakeholders are met.
The Company maintains an appropriate level of directors’ and officers’ liability insurance.
MEETINGS OF THE BOARD
During the year, the Group was in a transitional period following a change in Board composition and
was primarily focused on the completion of refinancing and stabilisation initiatives. In accordance
with the Company’s Constitution and prevailing governance practices, matters requiring Board
consideration were addressed by way of written resolutions and through Director consultations
convened as needed. No formal Board meeting was held during the financial year ended 31 December
2025.
28
To enable the Board to discharge its duties effectively, all Directors receive accurate, timely and clear
information in an appropriate format and of sufficient quality. The Board also receives periodic
presentations relating to the Company’s business and operations, financial performance, risk
management and other key matters.
All Directors have access to the advice and services of the Company Secretary and external advisers,
who are responsible to the Board on matters of corporate governance, Board procedures and regulatory
compliance.
BOARD BALANCE AND INDEPENDENCE
As at 31 December 2025, the Board comprised three directors, all of whom are male, consisting of two
Non‑Executive Directors being Mr Lim Tian Huat, who served as the Independent Non‑Executive
Chairman, Dato’ Dr Thong Kok Cheong and one Executive Director, Mr Leong Kheng Cheong, who
is also the Chief Executive Officer. The Company does not currently meet the board gender diversity
targets applied to certain UK listed issuers. This reflects the limited size of the Board and the changes
made during the year to support the Group’s refinancing and stabilisation efforts, with appointments
focused on individuals possessing the specific experience considered necessary at that time. The Board
recognises the benefits of diversity and will keep its composition under review as future appointment
or succession opportunities arise, taking into account the Group’s circumstances and business needs.
The Board considers the Chairman to be independent, as he is not involved in the day-to-day
management of the Company and has no business or other relationships that could materially interfere
with the exercise of his independent judgement.
The Chairman is independent and is responsible for the leadership of the Board, ensuring its overall
effectiveness and setting its agenda. Matters referred to the Board are considered collectively and no
individual holds unrestricted decision-making powers. Together, the Directors bring a broad range of
experience and expertise in business, finance and accountancy, which are essential for the effective
oversight and supervision of the Company’s affairs.
PERFORMANCE APPRAISAL
The Corporate Governance Code recommends that there should be a formal and rigorous annual
review of the performance of the board, its committees, the chair and individual directors. Although
the Company is not subject to the Corporate Governance Code by virtue of its listing on the transition
segment of the main market, the Board recognises the value of regular performance reviews as a
mechanism to improve effectiveness and promote accountability.
During FY2025, no formal performance evaluation was conducted, owing to the recent reconstitution
of the Board and the Company’s ongoing refinancing and stabilisation initiatives. The Board believes
it will be more meaningful to undertake a formal performance review once the current Board has
operated together for a reasonable period of time.
The Board intends to implement a formal evaluation process in the next financial year to assess its
effectiveness and identify areas for improvement. In the interim, informal feedback and regular
engagement among Directors continue to facilitate open communication and the identification of any
governance or operational matters requiring attention.
29
RE-ELECTION OF DIRECTORS
In accordance with the Company’s Articles of Association, all Directors shall submit themselves for
election by the shareholders at the first opportunity after their appointment and shall not remain in
office for longer than three years since their last election or re-election without submitting themselves
for re-election. At the last AGM held on 30 May 2025, Mr Lim Tian Huat, Dato’ Dr Thong Kok
Cheong and Mr Leong Kheng Cheong, having been newly appointed, offered themselves for re-
election. All of these Directors were re-elected at the AGM and will remain in office until the next re-
election in three years.
BOARD COMMITTEES
In line with best practices outlined in the Corporate Governance Code, the Board recognises the
importance of establishing appropriate Board Committees to support the effective discharge of its
duties and responsibilities. While the Company is not required to comply with the Corporate
Governance Code due to its listing on the transition segment of the FCA Official List, the Board
remains committed to adopting its key principles where practicable and appropriate, taking into
account the size, resources, and current phase of the Company.
As at 31 December 2025, the Company had not established any formal Board Committees, such as an
Audit Committee (“AC”) or the Nomination and Remuneration Committee (“NRC”), following
changes to the composition of the Board during the year. In light of the Company’s financial distress
and stabilisation efforts, the Board considered it more practical for all Directors to collectively assume
the roles and responsibilities typically delegated to these Committees. This approach allowed for more
agile decision-making and oversight during a period of significant operational and financial
challenges.
The Board’s immediate priority remains to stabilise the Group. At the appropriate stage, as the
Company stabilises and transitions out of its distressed state, the Board may revisit and align its
composition, reconstitute the AC and formally establish a NRC, in line with evolving operational needs
and governance best practices.
AUDIT COMMITTEE RESPONSIBILITIES
The responsibilities typically undertaken by the AC were assumed by the Board during FY2025. These
includes:
• monitoring, in discussion with the auditor, the integrity of the Company’s financial statements
and any formal announcements relating to financial performance and reviewing significant
financial reporting judgements;
• reviewing the Company’s internal financial controls and risk management systems;
• overseeing the appointment, re-appointment and removal of the external auditor and approving
the external auditor’s remuneration and terms of engagement for submission to shareholders at
general meetings;
• reviewing and monitoring the external auditor’s independence and objectivity, as well as the
effectiveness of the audit process. The Board recognises that the Corporate Governance Code
and AIC Code provisions for FTSE 350 companies to put the external audit contract out to
tender at least every 10 years. While the Company is not a member of the FTSE 350, the Board
acknowledges this best practice (the current auditor has been the auditor since 2020);
30
AUDIT COMMITTEE RESPONSIBILITIES (CONT’D)
• developing and implementing a policy on the engagement of the external auditor for non-audit
services; and
• identifying any matters requiring action or improvement and making appropriate
recommendations.
During FY2025, the Board carried out the following specific activities typically overseen by the AC:
• reviewed the audit plan with the Group’s auditor;
• reviewed and discussed the auditor’s report with the Group’s auditor;
• reviewed and approved the audited financial statements included in the Annual Report;
• reviewed and approved other published financial information, including the half-year results
and related announcements;
• assessed the independence of the Group’s auditor; and
• reviewed the auditor’s performance and recommended their reappointment to the shareholders.
The Significant Issues
The Board considered the following key issues in relation to the Group’s financial statements during
the year:
• Valuation of inventory assets - The Board considered and discussed the valuation of the
Group’s inventory assets as at 31 December 2025 and to identify potential impairment.
• Transition to going concern - The Board considered both the current circumstances of
Company and its financial requirements for the 12 months from the approval date of the
financial statements. In the prior financial year, the financial statements were prepared on a
non-going concern basis due to the existence of material uncertainties and defaulted debts.
During the current financial year, the Board noted the positive impact of completed fundraising
activities, refinancing of borrowings and improved operational performance. Based on these
developments and management’s cash flow projections, the Board concluded that the adoption
of the going concern basis of preparation is appropriate for the current year. The financial
statements have therefore been prepared on a going-concern basis. Refer to Note 2.3 for further
details.
• Reclassification of inventories to property, plant and equipment - As at 31 December 2025, the
Directors reassessed the intended use of certain completed developments in the near future and
determined that these assets were no longer held primarily for sale due to changes in
circumstances and operational plans for the near future. Accordingly, such properties were
reclassified from inventories to property, plant and equipment, in accordance with IAS 16
Property, Plant and Equipment. This reclassification reflects a change in use of the assets and
is accounted for prospectively.
31
NOMINATION & REMUNERATION COMMITTEE
The responsibilities of the NRC were also assumed by the Board during FY2025. During FY2025, the
Board undertook the following functions:
• regularly reviewed the structure, size and composition of the Board, including its diversity,
skills, knowledge and experience and made recommendations for change as appropriate;
• considered succession planning for Directors and the re-appointment or re-election of
Directors at the conclusion of their specified term of office or retiring in accordance with the
Company’s Articles of Association;
• identified and nominated candidates to fill Board vacancies as and when they arose;
• considered matters related to the continuation in office of Directors;
• determined and agreed the overall framework for the Directors’ remuneration; and
• set the remuneration for all Directors.
As an entity listed on the transition segment of the main market, the Group is subject to certain diversity
and inclusion targets, including: (i) at least 40% of the individuals on its board of directors are women;
(ii) at least one senior position (chair, chief executive, senior independent director or chief financial
officer) on its board of directors is held by a woman; and (iii) at least one individual on its board of
directors is from a minority ethnic background. No formal diversity policy has been adopted given the
Group's current focus to preserve cash balance and stabilisation efforts.
FINANCIAL REPORTING
The Board aims to present a fair, balanced and understandable assessment of the Company’s position
and prospects in all reports to shareholders, investors and regulatory authorities. This assessment is
primarily provided in the half-year results and the Annual Report through the Chairman’s Statement,
Financial Review Statement and Directors’ Report.
The Board has reviewed the significant reporting issues and judgements involved in the preparation of
the Group’s financial statements, including significant accounting policies, significant estimates and
critical judgements. The Board has also reviewed the clarity, appropriateness and completeness of the
disclosures contained in the financial statements.
INTERNAL AUDIT
The Board has confirmed that the existing systems and procedures provide sufficient assurance that a
sound system of risk management and internal control is maintained. Given the Group’s focus on
refinancing and stabilisation efforts during the year, the Board considers that establishing an internal
audit function specific to the Company is not necessary at this time. However, the Directors will
continue to monitor the situation and reassess the need for such a function as appropriate.
32
AUDITOR
The Board is responsible for monitoring and reviewing the performance and independence of the
Company’s Auditor, PKF Littlejohn LLP, who was re-appointed at the last AGM held on 30 May
2025.
In accordance with auditing and ethical standards, the auditor is required to assess and confirm their
independence, integrity and objectivity to the Board. PKF Littlejohn LLP has conducted this
assessment and has confirmed that they remain independent, objective and in compliance with the
Ethical Standard for Auditors published by the UK Financial Reporting Council, as well as the Code
of Ethics issued by the Institute of Chartered Accountants in England and Wales.
RISK MANAGEMENT AND INTERNAL CONTROL
The Board is responsible for the effectiveness of the Company’s risk management and internal control
systems and is provided with the necessary information to enable it to discharge its duties. These
systems are designed to meet the specific needs of the Company and to manage rather than eliminate
the risk of failure to meet business objectives. As such, they can only provide reasonable, and not
absolute, assurance against material misstatement or loss.
During the year, the Board discharged its responsibility for risk management and internal control
through the following key procedures:
• clearly defined delegation of responsibilities to employees of the Company, including
authorisation levels for all aspects of the business;
• regular and comprehensive information provided to the Board covering financial performance
and key business indicators;
• a detailed system of budgeting, planning and reporting that is approved by the Board, with
results monitored against budget with variances being followed up and action taken, where
necessary; and
• regular visits to operating units and projects by the Board.
The Board has established frameworks, policies and procedures to ensure compliance with the
requirement of the Bribery Act 2010 (the “Bribery Act”) and Market Abuse Regulation (“MAR”). In
respect of the Bribery Act, the Company has implemented an anti-corruption and anti-bribery policy
supported by its legal and compliance function. Training and briefing sessions have been conducted
for senior management and employees, and compliance reviews are undertaken as needed to ensure
the effectiveness of the policy.
With regard to MAR, the Company has adopted a Dealing Code that imposes restrictions on dealings
in its securities by Persons Discharging Managerial Responsibilities (“PDMR”) and certain employees
who are subject to clearance procedures. In addition, the Company has implemented a Group-Wide
Dealing Policy and a Dealing Procedures Manual. These policies are designed to ensure that PDMRs
and other employees of the Company and its subsidiaries do not misuse, or appear to misuse, non-
public information relating to the Group.
33
RELATIONSHIP WITH SHAREHOLDERS
The Board is committed to maintaining good communications with shareholders. The Chairman and
selected members of the Board have been designated as the principal spokespersons to engage with
investors, analysts, fund managers, the press and other stakeholders. The Board is kept informed of all
material information communicated to shareholders and is advised on their feedback.
To understand the views of major shareholders, the Board engages in meetings and teleconferences
facilitated by the Company’s financial adviser. The Company also provides regularly updates to
shareholders through stock exchange announcements, press releases and participation in roadshows.
To further promote effective communication, the Company maintains a website at
www.aseanapropertieslimited.com, where shareholders and investors can access relevant and up-to-
date information.
SIGNIFICANT SHAREHOLDERS
As at 31 December 2025, the Board was aware of the following direct and indirect interests comprising
a significant holding of more than 3% of the Company’s issued share capital (excluding shares held in
Treasury):
NUMBER OF ORDINARY
SHARES HELD
PERCENTAGE OF
ISSUED SHARE
CAPITAL
Neuchatel Investment Holdings Limited
116,465,000
40.2%
Legacy Essence Limited and its related parties
36,628,282
12.7%
LIM Advisors
26,144,192
9.0%
SIX SIS
18,366,118
6.3%
Progressive Capital Partners
14,393,372
5.0%
Ong Vincent
13,334,000
4.6%
Credit Suisse
12,024,891
4.2%
Dato’ Dr. Thong Kok Cheong
11,959,608
4.1%
34
ANNUAL GENERAL MEETING
The AGM serves as the principal forum for dialogue with shareholders. During and after the AGM,
shareholders have the opportunity to engage with the Board and seek clarification on the Group’s
business and operations. The last AGM was held on 30 May 2025 at Level 6M Boardroom, The RuMa
Hotel and Residences, 7 Jalan Kia Peng, 50450 Kuala Lumpur, Malaysia and was attended by Mr Lim
Tian Huat (Non-Executive Chairman), Dato’ Dr Thong Kok Cheong and Mr Leong Kheng Cheong.
Notices of the AGM and accompanying materials are sent out to shareholders in advance, allowing
sufficient time for review and consideration. Each item of special business is presented with an
explanation of the purpose and effect of the proposed resolution. Following the vote on each resolution,
the Chairman announces the number of votes cast for, against and withheld. A formal announcement
confirming whether each resolution has been passed at the AGM is released via the London Stock
Exchange.
On behalf of the Board
LIM TIAN HUAT
Chairman
24 April 2026
35
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ASEANA PROPERTIES
LIMITED
Opinion
We have audited the consolidated financial statements of Aseana Properties Limited and its
subsidiaries (the ‘Group’) for the year ended 31 December 2025, which comprise the Consolidated
Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the
Consolidated Statement of Changes in Equity, the Consolidated Statement of Cash Flows and related
notes to the financial statements, including significant accounting policies. The financial reporting
framework that has been applied in their preparation is applicable law and International Financial
Reporting Standards (IFRSs) as adopted by the European Union.
In our opinion, the consolidated financial statements:
• give a true and fair view of the state of the Group’s affairs as at 31 December 2025 and of its
profit for the year then ended;
• have been properly prepared in accordance with IFRSs as adopted by the European Union; and
• have been prepared in accordance with the requirements of the Companies (Jersey) Law 1991.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK))
and applicable law. Our responsibilities under those standards are further described in the Auditor’s
responsibilities for the audit of the financial statements section of our report. We are independent of
the Group in accordance with the ethical requirements that are relevant to our audit of the financial
statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we have
fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern
basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the
directors’ assessment of the Group’s ability to continue to adopt the going concern basis of accounting
included:
• Reviewing management’s going concern assessment and evaluating its appropriateness based
on audit evidence obtained relating to the Group’s operations, financial performance, liquidity
position, and the external economic environment.
• Assessing the historical accuracy and reliability of management’s forecasting by comparing
prior period forecasts with actual outcomes, to inform our evaluation of forecast credibility.
• Evaluating post-reporting-date trading and cash flow performance, using this information as
an indicator of the reasonableness of management’s forecasts and as corroborative evidence
for the continued appropriateness of key assumptions.
• Reviewing events occurring subsequent to the reporting date and up to the date of our auditor’s
report to identify any matters that could impact the Group’s ability to continue as a going
concern.
36
• Performing sensitivity analyses over the underlying forecasts, critically challenging
management’s key assumptions to ensure that plausible downside scenarios—such as
lower-than-expected revenue, increased operating costs, and delays or shortfalls in planned
financing—have been appropriately considered, and that the Group’s financial resilience under
adverse conditions has been robustly evaluated.
• Assessing the adequacy of liquidity following fundraising activities, including obtaining
confirmation of cash inflows from concluded fundraising transactions and verifying that such
inflows have been appropriately reflected in the Group’s forecasts.
• Reviewing loan agreements and refinancing arrangements to understand covenant
requirements, repayment profiles, and other contractual terms that may affect the Group’s
ability to continue as a going concern.
• Inquiring of directors and senior management regarding planned operational changes,
financing strategies, capital requirements, and other uncertainties that may not be fully
reflected within management’s forecasts.
• Assessing the adequacy and appropriateness of the going concern disclosures in the financial
statements, including whether the rationale for adopting the going concern basis of accounting
is clearly and appropriately explained.
Based on the work we have performed, we have not identified any material uncertainties relating to
events or conditions that, individually or collectively, may cast significant doubt on the Group’s ability
to continue as a going concern for a period of at least twelve months from when the financial statements
are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described
in the relevant sections of this report.
Our application of materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative
thresholds for materiality. These, together with qualitative considerations, helped us to determine the
scope of our audit and the nature, timing and extent of our audit procedures on the individual financial
statement line items and disclosures and in evaluating the effect of misstatements, both individually
and in aggregate, on the consolidated financial statements as a whole.
Consolidated financial
statements 2025
Consolidated financial
statements 2024
Overall materiality
US$920,000
US$730,000
Performance materiality
US$640,000
US$470,000
Basis of materiality
c. 0.7% of gross assets
c. 0.5% of gross assets
Rationale
A key determinant of the Group’s value is property assets held
within inventories and property, plant and equipment. As a
result, the valuation and classification of these assets present a
primary area of audit focus. On this basis, we consider gross
assets to be a critical financial performance measure for the
Group, given that it is a key metric used by management,
investors, analysts and lenders.
37
We use performance materiality to reduce to an appropriately low level the probability that the
aggregate of uncorrected and undetected misstatements exceeds overall materiality. Specifically, we
use performance materiality in determining the scope of our audit and the nature and extent of our
testing of account balances, classes of transactions and disclosures, for example in determining sample
sizes.
For each component in the scope of our Group audit, we allocated a materiality that is less than our
overall Group materiality. The range of materiality allocated across components was between
US$192,000 and US$512,000 (2024: between US$156,000 and US$416,000). Certain components
were audited to a local statutory audit materiality that was also less than our overall Group materiality.
We agreed with the Board of Directors that we would report to them misstatements identified during
our audit above US$40,000 (2024: US$40,000) as well as misstatements below those amounts that, in
our view, warranted reporting for qualitative reasons.
Our approach to the audit
As part of designing our audit, we determined materiality and assessed risk of material misstatement
in the consolidated financial statements. In particular, we looked at areas involving significant
management judgement and estimation uncertainty, including:
• the classification and valuation of property assets, including inventories and property, plant
and equipment;
• the appropriate application of going concern basis for preparing the consolidated financial
statements;
• revenue and deferred revenue recognition, given the magnitude of balances and judgement
involved in determining the timing of recognition; and
• the risk of management override of controls, including consideration of whether management
judgements and estimates indicated potential bias.
We also considered future events that are inherently uncertain and could give rise to material
misstatement.
The Group has eight trading companies consolidated within the consolidated financial statements, out
of which seven based in Malaysia and one based in Jersey. We identified three material components,
which were subject to a full scope audit (one in Jersey and two in Malaysia) and other five components
in Malaysia were subject to specified audit procedures (2024 – three material components subject to
full scope audit and six other components subject to specified procedures). Seven Malaysian
components were audited by the PKF network firm in Malaysia under our direction and supervision.
We reviewed component audit working papers electronically.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial statements of the current period and include the most significant assessed
risks of material misstatement (whether or not due to fraud) we identified, including those which had
the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing
the efforts of the engagement team. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
38
Key Audit Matter
How our scope addressed this matter
Classification and valuation of property
assets
Refer to note 16 Property, plant and equipment
and note 20 Inventories
The Group owns a portfolio of land,
development properties, hotel and mall assets
in Malaysia, classified between inventories
and property, plant and equipment based on
management’s intended use.
During the year, management exercised
significant judgement in:
• Determining whether certain land, hotel
and mall assets should be reclassified
from inventories to property, plant and
equipment following a change in use; and
• Assessing the valuation of land, hotel and
mall assets, including those subject to
external valuation and those valued
internally.
The valuation of property assets involves
significant judgement, particularly in respect
of assumptions such as occupancy levels,
forecast revenues, costs, capital expenditure,
discount rates and terminal values. Small
changes in these assumptions could result in a
material misstatement.
For properties classified as inventory, a
valuation below cost would require a
write-down under IAS 2. For properties
classified as property, plant and equipment, a
valuation below carrying value may indicate
an impairment under IAS 36, and failure to
recognise such an impairment could result in
a material misstatement.
Due to significance of these judgments and
estimates, we identified the classification and
valuation of property assets as a key audit
matter.
Our work in this area included:
• Reviewing management’s assessment papers
supporting the change in use for Ormond
Hotel Sandakan and RuMa Hotel &
Residences, including Board approvals,
operational plans, and evidence
demonstrating that the assets are being used in
alignment with management’s intended plans;
• Assessing whether the timing and criteria for
reclassification are appropriate, based on
when the decisions were made by the Board;
• Determining the deemed cost for Property,
Plant & Equipment at the reclassification
date;
• Assessing the appropriateness of the useful
economic lives assigned to reclassified assets;
• Assessing the independence, competence, and
methodology of external valuers (Knight
Frank and CBRE);
• Evaluating the appropriateness of the
discounted cash flow and comparison
approaches, and challenge of key assumptions
(discount rate, occupancy, revenues, costs,
capex, terminal value) using an internal
expert;
• Checking the models for mathematical
accuracy;
• Developing auditors’ own range of key
assumptions and comparing them to
management’s estimates for reasonableness;
• Performing sensitivity analysis to assess how
key inputs affect valuation outcomes and
whether potential impairment scenarios are
reasonable given market conditions;
• Assessing whether any impairment indicators
existed at the reclassification date; and
39
• Reviewing financial statements to consider
disclosures comply with IFRS (ie IAS 16 for
Property, Plant & Equipment and IAS 2 for
inventories) and that there is adequate
disclosure of the reclassification, valuation,
and key judgments.
Based on the audit procedures performed, we
found management’s judgements and estimates
to be within an acceptable range and the related
disclosures to be appropriate.
Other information
The other information comprises the information included in the annual report, other than the financial
statements and our auditor’s report thereon. The directors are responsible for the other information
contained within the annual report. Our opinion on the consolidated financial statements does not cover
the other information and, except to the extent otherwise explicitly stated in our report, we do not
express any form of assurance conclusion thereon. Our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material misstatements, we are
required to determine whether this gives rise to a material misstatement in the financial statements
themselves. If, based on the work we have performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact.
We have nothing to report in this regard.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in relation to which the Companies
(Jersey) Law 1991 requires us to report to you if, in our opinion:
• proper accounting records have not been kept by the parent company, or proper returns
adequate for our audit have not been received from branches not visited by us; or
• the parent company financial statements are not in agreement with the accounting records and
returns.
Responsibilities of directors
As explained more fully in the statement of Directors’ responsibilities, the directors are responsible
for the preparation of the consolidated financial statements and for being satisfied that they give a true
and fair view, and for such internal control as the directors determine is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or
error.
40
In preparing the consolidated financial statements, the directors are responsible for assessing the
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the directors either intend to liquidate
the Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an
audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the economic decisions of users taken
on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect
of irregularities, including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
• We obtained an understanding of the Group and the sector in which it operates to identify laws
and regulations that could reasonably be expected to have a direct effect on the consolidated
financial statements. We obtained our understanding in this regard through discussions with
management, industry research, and application of cumulative audit knowledge and experience
of the sector. We also communicated relevant identified laws and regulations and potential
fraud risks to all engagement team members including the significant component audit team
and remained alert to any indicators of fraud or non-compliance with laws and regulations
throughout the audit.
• We determined the principal laws and regulations relevant to the Group in this regard to be
those arising from:
o The Companies (Jersey) Law 1991;
o Disclosure Guidance and Transparency Rules;
o The Bribery Act 2010;
o Market Abuse Regulation;
o Anti-money laundering legislations;
o Local tax and employment law; and
o IFRSs as adopted by European Union.
• We designed our audit procedures to ensure the audit team considered whether there were any
indications of non-compliance by the Group with those laws and regulations. These procedures
included, but were not limited to:
o Making enquiries of management;
o Reviewing minutes of board meetings;
o Reviewing accounting ledgers; and
o Reviewing Regulatory News Service announcements
• We also identified the risks of material misstatement of the consolidated financial statements
due to fraud. We considered, in addition to the non-rebuttable presumption of a risk of fraud
arising from management override of controls, that the significant judgements relating to the
valuation and classification of property assets (including inventories and property, plant and
equipment) and revenue recognition could indicate potential management bias. We addressed
this by challenging the key assumptions and judgements made by management, as outlined in
the relevant Key Audit Matters above.
41
• As in all of our audits, we addressed the risk of fraud arising from management override of
controls by performing audit procedures which included, but were not limited to: the testing of
journals; reviewing accounting estimates for evidence of bias; and evaluating the business
rationale of any significant transactions that are unusual or outside the normal course of
business.
• In our audit procedures, we have considered matters of non-compliance with laws and
regulations, including fraud at the Group and component levels. We have performed audit
procedures on all material components within the Group, both at the consolidated level and
also through communications with component auditors.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities,
including those leading to a material misstatement in the financial statements or non-compliance with
regulation. This risk increases the more that compliance with a law or regulation is removed from the
events and transactions reflected in the financial statements, as we will be less likely to become aware
of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud
rather than error, as fraud involves intentional concealment, forgery, collusion, omission or
misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the
Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description
forms part of our auditor’s report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with our engagement
letter dated 5 December 2025. Our audit work has been undertaken so that we might state to the
company’s members those matters we are required to state to them in an auditor’s report and for no
other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to
anyone, other than the company and the company’s members as a body, for our audit work, for this
report, or for the opinions we have formed.
Wendy Liang (Engagement Partner) 30 Churchill Place
For and on behalf of PKF Littlejohn LLP Canary Wharf
Recognised Auditor London E14 5RE
24 April 2026
42
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
2025 | 2024 | ||
Notes | US$’000 | US$’000 | |
Continuing operations | |||
Revenue | 5 | ||
Cost of sales | 6 | ( | ( |
Gross profit/(loss) | ( | ||
Other income | 7 | ||
Administrative expenses | 11 | ( | ( |
Other operating expenses | 11 | ( | ( |
Foreign exchange gain | 8 | ||
Operating profit/(loss) | ( | ||
Finance income | |||
Finance costs | ( | ( | |
Net finance costs | 10 | ( | ( |
Net profit/(loss) before taxation | 11 | ( | |
Taxation | 12 | ( | ( |
Profit/(loss) for the year | ( | ||
Other comprehensive loss, net of tax | |||
Items that are or may be reclassified subsequently to profit or loss | |||
Foreign currency translation differences | |||
for foreign operations | 13 | ( | ( |
Total other comprehensive | |||
loss for the year | 13 | ( | ( |
Total comprehensive income/(loss) for the year | ( | ||
Profit/(loss) attributable to: | |||
Equity holders of the parent company | 14 | ( | |
Non-controlling interests | 15 | ( | ( |
Profit/(loss) for the year | ( | ||
Total comprehensive income/(loss) | |||
attributable to: | |||
Equity holders of the parent company | ( | ||
Non-controlling interests | |||
Total comprehensive income/(loss) for the year | ( | ||
Profit/(loss) per share | |||
Basic and diluted (US cents) | 14 | ( |
The notes to the financial statements form an integral part of the financial statements.
43
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (COMPANY NO. 94592)
AS AT 31 DECEMBER 2025
2025 | 2024 | ||
Notes | US$’000 | US$’000 | |
Non-current assets | |||
Property, plant and equipment | 16 | ||
Intangible assets | 17 | ||
Total non-current assets | |||
Current assets | |||
Property, plant and equipment | 16 | ||
Intangible assets | 17 | ||
Inventories | 20 | ||
Trade and other receivables | 21 | ||
Prepayments | |||
Current tax assets | |||
Cash and cash equivalents | 22 | ||
Total current assets | |||
TOTAL ASSETS | |||
Equity | |||
Share capital | 23 | ||
Share premium | 24 | ||
Capital redemption reserve | 25 | ||
Translation reserve | 26 | ( | ( |
Accumulated losses | ( | ( | |
Shareholders’ equity | |||
Non-controlling interests | 15 | ||
Total equity | |||
Non-current liabilities | |||
Loans and borrowings | 29 | ||
Total non-current liabilities | |||
Current liabilities | |||
Trade and other payables | 27 | ||
Amount due to non-controlling interests | 28 | ||
Loans and borrowings | 29 | ||
Medium term notes | 30 | ||
Current tax liabilities | |||
Total current liabilities | |||
Total liabilities | |||
TOTAL EQUITY AND LIABILITIES |
44
The financial statements were approved on 24 April 2026 and authorised for issue by the Board and
were signed on its behalf by
LIM TIAN HUAT LEONG KHENG CHEONG
Director Director
24 April 2026
The notes to the financial statements form an integral part of the financial statements.
45
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
Total Equity | |||||||||
Redeemable | Capital | Attributable to | Non- | ||||||
Ordinary | Management | Share | Redemption | Translation | Accumulated | Equity Holders | Controlling | ||
Shares | Shares | Premium | Reserve | Reserve | Losses | of the Parent | Interests | Total Equity | |
Consolidated | US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000 |
Balance at 1 January 2024 | - | ( | ( | ( | |||||
Loss for the year | ( | ( | ( | ( | |||||
Total other comprehensive (loss)/income for the year | ( | ( | ( | ||||||
Total comprehensive loss for the year | ( | ( | ( | ( | |||||
Settlement with ICB and share cancellation | ( | ( | ( | ( | ( | ||||
As at 31 December 2024/ 1 January 2025 | - | ( | ( | ||||||
Profit for the year | ( | ||||||||
Total other comprehensive (loss)/income for the year | ( | ( | ( | ||||||
Total comprehensive (loss)/income for the year | ( | ||||||||
Increase of share capital | |||||||||
Disposal of treasury shares | |||||||||
Shareholders’ equity at 31 December 2025 | - | ( | ( |
# Represents 2 management shares at US$0.05 each
The notes to the financial statements form an integral part of the financial statements.
46
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
2025 | 2024 | |
US$’000 | US$’000 | |
Cash Flows from Operating Activities | ||
Net profit/(loss) before taxation | ( | |
Impairment of amount due from a related party | ||
Impairment of goodwill | ||
Impairment of receivables from third parties | ||
Write down of inventories | ||
Finance income | ( | ( |
Finance costs | ||
Unrealised foreign exchange (gain)/loss | ( | ( |
Depreciation of property, plant and equipment and right-of-use asset | ||
Operating profit/(loss) before changes in working capital | ( | |
Changes in working capital: | ||
Decrease/(Increase) in inventories | ( | |
Decrease/(Increase) in trade and other receivables | ||
and prepayments | ( | |
(Decrease)/Increase in trade and other payables | ( | |
Cash (used in)/generated from operations | ( | |
Interest paid | ( | ( |
Tax paid | ( | ( |
Net cash (used in)/generated from operating | ||
activities | ( | |
Cash Flows from Investing Activities | ||
Purchase of property, plant and equipment | ( | ( |
Finance income received | ||
Net cash used in investing activities | ( | ( |
47
CONSOLIDATED STATEMENT OF CASH FLOWS (CONT’D)
FOR THE YEAR ENDED 31 DECEMBER 2025
2025 | 2024 | |
US$’000 | US$’000 | |
Cash Flows from Financing Activities | ||
Proceeds from issuance of share capital | ||
Proceeds from sale of treasury shares | ||
Drawdown of loan and borrowings | ||
Addition of finance lease liabilities | ||
Payment of finance lease liabilities | ( | |
Repayment of loans and borrowings | ( | ( |
Net cash used in financing activities | ( | ( |
Net changes in cash and cash equivalents during the year | ( | |
Effect of changes in exchange rates | ||
Cash and cash equivalents at the beginning of the year | ||
Cash and cash equivalents at the end of the year (i) |
(i) Cash and Cash Equivalents
Cash and cash equivalents included in the consolidated statement of cash flows comprise the
following consolidated statement of financial position amounts:
2025
2024
US$’000
US$’000
Cash and bank balances
6,156
5,307
Short term bank deposits
31
2,155
6,187
7,462
Less: Deposits pledged (ii)
(902)
(2,141)
Cash and cash equivalents
5,285
5,321
(ii) Included in short term bank deposits and cash and bank balance is US$902,000 (2024:
US$2,141,000) pledged for loans and borrowings and Medium Term Notes of the Group.
The notes to the financial statements form an integral part of the financial statements.
48
NOTES TO THE FINANCIAL STATEMENTS
49
2 BASIS OF PREPARATION (CONT’D)
New accounting standards or amendments | Effective date |
(annual periods | |
beginning on | |
or after) | |
Sale or Contribution of Assets between an Investor and its Associate | To be determined |
or Joint Venture – Amendments to IFRS 10 and IAS 28 | |
Amendments to the Classification and Measurement of Financial | 1 January 2026 |
Instruments – Amendments to IFRS 9 and IFRS 7 | |
Contracts Referencing Nature-dependent Electricity – Amendments to IFRS 9 and IFRS 7 | 1 January 2026 |
Annual Improvements to IFRS Accounting Standards – Volume 11 | 1 January 2026 |
IFRS 18 Presentation and Disclosure in Financial Statements | 1 January 2027 |
IFRS 19 Subsidiaries without Public Accountability: Disclosures | 1 January 2027 |
50
2 BASIS OF PREPARATION (CONT’D)
2.3 Transition to Going Concern (Cont’d)
51
2 BASIS OF PREPARATION (CONT’D)
52
2 BASIS OF PREPARATION (CONT’D)
2.6 Use of estimates and judgements (Cont’d)
(c) Revenue – sale and leaseback arrangements
53
54
3 SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
3.1 Basis of Consolidation (Cont’d)
55
3 SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
3.2 Foreign Currencies (Cont’d)
56
3 SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
3.3 Revenue Recognition and Other Income (Cont’d)
57
3 SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
58
3 SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
59
3 SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
3.6 Financial Instruments (Cont’d)
60
3 SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
3.6 Financial Instruments (Cont’d)
61
3 SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
3.8 Intangible Assets (Cont’d)
(a) Goodwill (Cont’d)
62
3 SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
63
3 SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
3.10 Impairment (Cont’d)
(b) Non-financial assets (Cont’d)
64
3 SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
65
3 SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
66
4 FINANCIAL INSTRUMENTS (CONT’D)
67
4 FINANCIAL INSTRUMENTS (CONT’D)
4.2 Credit Risk (Cont’d)
2025 | 2024 | |
Company | US$’000 | US$’000 |
Financial guarantees with banking institutions | ||
for bank facilities granted to its subsidiaries | 18,036 | 26,963 |
68
4 FINANCIAL INSTRUMENTS (CONT’D)
4.3 Liquidity Risk (Cont’d)
Carrying | Contractual | Contractual | Under | More than | |||
amount | interest rate | cash flows | 1 year | 1 - 2 years | 2 - 5 years | 5 years | |
US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | ||
At 31 December 2025 | |||||||
Finance lease liabilities | 47 | 2.24% | 47 | 10 | 10 | 27 | - |
Interest bearing loans and borrowings | 19,336 | 5.17-15.00% | 24,524 | 2,596 | 2,215 | 6,877 | 12,836 |
Trade and other payables | 50,972 | - | 50,972 | 50,972 | - | - | - |
Amount due to non-controlling interests | 1,221 | - | 1,221 | 1,221 | - | - | - |
71,576 | - | 76,764 | 54,799 | 2,225 | 6,904 | 12,836 | |
At 31 December 2024 | |||||||
Interest bearing loans and borrowings | 28,113 | 9.00-15.00% | 30,986 | 30,986 | - | - | - |
Trade and other payables | 58,908 | - | 58,908 | 58,908 | - | - | - |
Amount due to non-controlling interests | 1,108 | - | 1,108 | 1,108 | - | - | - |
88,129 | - | 91,002 | 91,002 | - | - | - |
69
4 FINANCIAL INSTRUMENTS (CONT’D)
2025 | 2024 | |
US$’000 | US$’000 | |
Ringgit Malaysia | 4,143 | 7,451 |
70
4 FINANCIAL INSTRUMENTS (CONT’D)
4.4 Market Risk (Cont’d)
2025 | 2024 | |
US$’000 | US$’000 | |
Fixed rate instruments: | ||
Financial assets | 164 | 2,141 |
Financial liabilities | 1,815 | 28,113 |
Floating rate instruments | ||
Financial liabilities | 17,568 | - |
71
4 FINANCIAL INSTRUMENTS (CONT’D)
72
4 FINANCIAL INSTRUMENTS (CONT’D)
4.6 Capital Management (Cont’d)
2025 | 2024 | |
US$’000 | US$’000 | |
Cash and cash equivalents | 6,187 | 7,462 |
Loans and borrowings and finance lease liabilities | (18,915) | (2,602) |
Medium term notes | (468) | (25,511) |
Equity attributable to equity holders of the parent | (55,873) | (41,647) |
Total capital | (69,069) | (62,298) |
2025 | 2024 | |
US$’000 | US$’000 | |
Total borrowings and finance lease liabilities | 19,383 | 28,113 |
Less: Cash and cash equivalents (Note 22) | (6,187) | (7,462) |
Net debt | 13,196 | 20,651 |
Total equity | 55,918 | 41,687 |
Net debt-to-equity ratio | 0.24 | 0.50 |
73
2025 | 2024 | |
US$’000 | US$’000 | |
Sale of completed units | 14,415 | 2,875 |
14,415 | 2,875 |
2025 | 2024 | |
Timing of revenue recognition | US$’000 | US$’000 |
Properties transferred at a point in time | 14,415 | 2,875 |
14,415 | 2,875 |
74
5 REVENUE AND SEGMENTAL INFORMATION (CONT’D)
Investment | ICSD | Amatir | The RuMa | Urban | |||
Holding | Ireka Land | Ventures | Resources | Hotel KL | DNA | ||
Companies | Sdn. Bhd. | Sdn. Bhd. | Sdn. Bhd. | Sdn. Bhd. | Sdn. Bhd. | Total | |
US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | |
Segment (loss)/profit before taxation | (1,218) | (6) | (929) | 2,813 | 3,314 | (758) | 3,216 |
Included in the measure of segment (loss)/profit are: | |||||||
Revenue | - | - | - | - | - | 14,415 | 14,415 |
Cost of sales | - | - | - | - | - | (12,459) | (12,459) |
Other income from hotel operations | - | - | 20 | - | 15,340 | - | 15,360 |
Other income from mall operations | - | - | 2,321 | - | - | - | 2,321 |
Expenses from hotel operations | - | - | (970) | - | (11,869) | - | (12,839) |
Expenses from mall operations | - | - | (1,356) | - | - | - | (1,356) |
Depreciation of property, plant and equipment | - | - | (80) | - | (72) | - | (152) |
Finance costs | (150) | - | (796) | (170) | - | (460) | (1,576) |
Finance income | - | 1 | - | 1 | - | - | 2 |
Segment assets | 2,193 | 65 | 44,915 | 169 | 2,770 | 72,781 | 122,893 |
Segment liabilities | 1,797 | 4 | 12,170 | (189) | 3,436 | 53,342 | 70,560 |
75
5 REVENUE AND SEGMENTAL INFORMATION (CONT’D)
Profit or loss | US$’000 |
Total profit for reportable segments | 3,216 |
Other non-reportable segments | 10,328 |
Finance income | 21 |
Finance costs | - |
Consolidated profit before taxation | 13,565 |
Additions to | |||||||
Finance | Segment | Segment | non-current | ||||
US$’000 | Revenue | Depreciation | Finance costs | income | assets | liabilities | assets |
Total reportable segment | 14,415 | (152) | (1,576) | 2 | 122,893 | 70,560 | 1,446 |
Other non-reportable | |||||||
segments | - | - | - | 21 | 5,618 | 2,033 | - |
Consolidated total | 14,415 | (152) | (1,576) | 23 | 128,511 | 72,593 | 1,446 |
76
5 REVENUE AND SEGMENTAL INFORMATION (CONT’D)
Investment | ICSD | Amatir | The RuMa | Urban | |||
Holding | Ireka Land | Ventures | Resources | Hotel KL | DNA | ||
Companies | Sdn. Bhd. | Sdn. Bhd. | Sdn. Bhd. | Sdn. Bhd. | Sdn. Bhd. | Total | |
US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | |
Segment (loss)/profit before taxation | (5,874) | (891) | (421) | (1,009) | 2,629 | (1,687) | (7,253) |
Included in the measure of segment (loss)/profit are: | |||||||
Revenue | - | - | - | - | - | 2,875 | 2,875 |
Cost of sales | - | - | - | - | - | (4,116) | (4,116) |
Other income from hotel operations | - | - | - | - | 13,092 | - | 13,092 |
Other income from mall operations | - | - | 2,296 | - | - | - | 2,296 |
Expenses from hotel operations | - | - | (275) | - | (10,363) | - | (10,638) |
Expenses from mall operations | - | - | (1,223) | - | - | - | (1,223) |
Depreciation of property, plant and equipment | - | - | (28) | - | (30) | - | (58) |
Finance costs | (150) | - | (1,425) | (211) | - | (1,940) | (3,726) |
Finance income | - | 1 | 43 | 1 | - | 1 | 46 |
Segment assets | 17 | 65 | 38,912 | 360 | 1,730 | 79,273 | 120,357 |
Segment liabilities | 1,655 | 3 | 2,120 | 1,480 | 4,863 | 47,796 | 57,917 |
77
5 REVENUE AND SEGMENTAL INFORMATION (CONT’D)
Profit or loss | US$’000 |
Total loss for reportable segments | (7,255) |
Other non-reportable segments | 1,690 |
Finance income | 64 |
Finance costs | - |
Consolidated loss before taxation | (5,501) |
Additions to | |||||||
Finance | Segment | Segment | non-current | ||||
US$’000 | Revenue | Depreciation | Finance costs | income | assets | liabilities | assets |
Total reportable segment | 2,875 | (58) | (3,727) | 46 | 120,357 | 57,917 | 139 |
Other non-reportable segments | - | - | - | 65 | 9,459 | 30,212 | - |
Consolidated total | 2,875 | (58) | (3,727) | 111 | 129,816 | 88,129 | 139 |
78
5 REVENUE AND SEGMENTAL INFORMATION (CONT’D)
Malaysia | Total | |
US$’000 | US$’000 | |
Revenue | 14,415 | 14,415 |
Non-current assets | 56,559 | 56,559 |
Malaysia | Total | |
US$’000 | US$’000 | |
Revenue | 2,875 | 2,875 |
Non-current assets | - | - |
2025 | 2024 | |
US$’000 | US$’000 | |
Direct costs attributable to: | ||
Completed units (Note 20) | 12,459 | 4,116 |
7 OTHER INCOME
2025 | 2024 | |
US$’000 | US$’000 | |
Rental income | 43 | 40 |
Other income from hotel operations (a) | 15,360 | 13,092 |
Other income from mall operations (b) | 2,321 | 2,296 |
Sundry income | 241 | 174 |
17,965 | 15,602 |
(a) Other income from hotel operations
The income relates to the hotel operations of the RuMa Hotel and Residences which is
operated by a subsidiary of the Company, The RuMa Hotel KL Sdn. Bhd.
(b) Other income from mall operations
The income relates to the operation of Harbour Mall Sandakan which is owned by a
subsidiary of the Company, ICSD Ventures Sdn. Bhd.
79
2025 | 2024 | |
US$’000 | US$’000 | |
Foreign exchange gain/(loss) comprises: | ||
Realised foreign exchange gain/(loss) | (63) | 4 |
Unrealised foreign exchange gain/(loss) | 13,367 | 3,095 |
13,304 | 3,099 |
2025 | 2024 | |
US$’000 | US$’000 | |
Wages, salaries and others (including key management | ||
personnel) | 4,926 | 4,339 |
Employees’ provident fund, social security and other pension costs | 546 | 46 |
5,472 | 4,385 |
2025 | 2024 | |
US$’000 | US$’000 | |
Interest income from banks | 23 | 111 |
Interest on bank loans | (461) | (176) |
Interest on third party loans | (150) | (150) |
Interest on medium term notes | (965) | (3,401) |
(1,553) | (3,616) |
80
2025 | 2024 | |
US$’000 | US$’000 | |
Auditor’s remuneration | 180 | 129 |
Directors’ fees/emoluments | 271 | 180 |
Depreciation of property, plant and equipment | 152 | 58 |
Expenses of hotel operations | 12,839 | 10,638 |
Expenses of mall operations | 1,356 | 1,223 |
Unrealised foreign exchange gain | (13,367) | (3,095) |
Realised foreign exchange loss/(gain) | 63 | (4) |
Impairment of amount due from a related party | - | 4,145 |
Impairment of goodwill | - | 550 |
Write down of inventories | 510 | - |
12 TAXATION
2025 | 2024 | ||
US$’000 | US$’000 | ||
Current tax expense | – Current year | 1,357 | - |
– Prior year | - | (68) | |
Deferred tax charge | – Current year | - | 4,547 |
Total tax expense for the year | 1,357 | 4,479 |
The numerical reconciliation between the income tax expense recoverable and the product of
accounting results multiplied by the applicable tax rate is computed as follows:
2025 | 2024 | |
US$’000 | US$’000 | |
Net profit/(loss) before taxation | 13,565 | (5,501) |
Income tax at a rate of 24% (2024: 24%) | 3,256 | (1,320) |
Add: | ||
Tax effect of expenses not deductible in determining | ||
taxable profit | - | 2,697 |
Current year losses and other tax benefits for which no deferred tax asset was recognised | 423 | 9 |
Underprovision of deferred tax in respect of prior year | - | 4,547 |
Less: | ||
Tax effect of utilization of tax losses | (1,447) | (631) |
Tax effect of income not taxable in determining taxable | ||
profit | (875) | (755) |
Overprovision in respect of prior year | - | (68) |
Total tax expense for the year | 1,357 | 4,479 |
81
12 TAXATION (CONT’D)
13 OTHER COMPREHENSIVE LOSS
Items that are or may be reclassified subsequently to | 2025 | 2024 |
profit or loss, net of tax | US$’000 | US$’000 |
Foreign currency translation differences for foreign | ||
operations | ||
Losses arising during the year | (8,361) | (1,960) |
(8,361) | (1,960) |
14 PROFIT/(LOSS) PER SHARE
Basic and diluted loss per ordinary share
The calculation of basic and diluted profit per ordinary share for the year ended 31 December
2025 was based on the loss attributable to equity holders of the parent and ordinary shares
outstanding and held by shareholders of the Company, calculated as below:
2025 | 2024 | |
US$’000 | US$’000 | |
Profit/(loss) attributable to equity holders of the parent | 12,215 | (9,900) |
Weighted average number of shares (thousand shares) * | 228,200 | 172,587 |
Profit/(Loss) per share | ||
Basic and diluted (US cents) | 5.35 | (5.74) |
* During financial year, number of shares in issued were weighted based on when the
subscription shares were issued. In the previous financial year, the Company held
13,334,000 Treasury Shares which were deducted from the total number of shares for the
purpose of calculating loss per share on a weighted average basis. Details of the number of
shares are disclosed in Note 23 and Note 24 respectively.
The diluted loss per share was not applicable as there were no dilutive potential ordinary shares
outstanding at the end of the reporting period.
82
Other | ||||
The RuMa | individually | |||
Urban DNA | Hotel KL | immaterial | ||
Sdn. Bhd. | Sdn. Bhd. | subsidiaries | Total | |
2025 | US$’000 | US$’000 | US$’000 | US$’000 |
NCI percentage of ownership | ||||
interest and voting interest | - | - | ||
Carrying amount of NCI | - | - | 45 | 45 |
Profit allocated to NCI | - | - | 7 | 7 |
Other | ||||
The RuMa | individually | |||
Urban DNA | Hotel KL | immaterial | ||
Sdn. Bhd. | Sdn. Bhd. | subsidiaries | Total | |
2024 | US$’000 | US$’000 | US$’000 | US$’000 |
NCI percentage of ownership | ||||
interest and voting interest | - | - | ||
Carrying amount of NCI | - | - | 40 | 40 |
Profit/(Loss) allocated to NCI | 319 | (283) | 44 | 80 |
83
Furniture, | ||||
Fittings & | Motor | |||
Equipment | Vehicles | Building | Total | |
US$’000 | US$’000 | US$’000 | US$’000 | |
Cost | ||||
At 1 January 2025 | 593 | 28 | - | 621 |
Exchange adjustments | 58 | 3 | - | 61 |
Addition | 1,402 | 44 | - | 1,446 |
Reclassification from inventories | 1,589 | - | 53,345 | 54,934 |
At 31 December 2025 | 3,642 | 75 | 53,345 | 57,062 |
Accumulated Depreciation | ||||
At 1 January 2025 | 310 | 28 | - | 338 |
Exchange adjustments | 39 | 2 | - | 41 |
Charge for the year | 152 | - | - | 152 |
At 31 December 2025 | 501 | 30 | - | 531 |
Net carrying amount at 31 December 2025 | 3,141 | 45 | 53,345 | 56,531 |
Cost | ||||
At 1 January 2024 | 439 | 27 | - | 466 |
Exchange adjustments | 11 | 1 | - | 12 |
Addition | 143 | - | - | 143 |
At 31 December 2024 | 593 | 28 | - | 621 |
Accumulated Depreciation | ||||
At 1 January 2024 | 243 | 25 | - | 268 |
Exchange adjustments | 10 | 2 | - | 12 |
Charge for the year | 57 | 1 | - | 58 |
At 31 December 2024 | 310 | 28 | - | 338 |
Net carrying amount at 31 December 2024 | 283 | - | - | 283 |
84
16 PROPERTY, PLANT AND EQUIPMENT (CONT’D)
(b) The Directors have engaged independent professional valuers to determine the recoverable
Projected average hotel room rates | RM225-265 |
Projected yearly occupancy rates | 38-68% |
Discount rate | 8% |
Terminal capitalisation rate | 6.35% |
Property value | RM72,000,000 |
85
16 PROPERTY, PLANT AND EQUIPMENT (CONT’D)
2025 | 2024 | |
US$’000 | US$’000 | |
Buildings | 53,345 | - |
Furniture, Fittings & Equipment | 1,557 | - |
54,902 | - |
17 INTANGIBLE ASSETS
Goodwill | |
US$’000 | |
Cost | |
At 1 January 2024/ 31 December 2024/ | |
31 December 2025 | 6,479 |
Accumulated impairment | |
At 1 January 2024/ 31 December 2024/ | |
31 December 2025 | 6,451 |
Carrying amount | |
At 31 December 2024/31 December 2025 | 28 |
For the purpose of impairment testing, goodwill is allocated to the Group’s operating divisions
which represent the lowest level within the Group at which the goodwill is monitored for
internal management purposes.
The aggregate carrying amounts of intangible assets allocated to each unit are as follows:
2025 | 2024 | |
US$’000 | US$’000 | |
Goodwill | ||
SENI Mont’ Kiara | 28 | 28 |
28 | 28 |
Impairment of Intangible Assets
In the previous financial year, ICSD Ventures Sdn Bhd (“ICSD”) which owns the Sandakan
Harbour Square, was under receivership. While ICSD was in the midst of refinancing its
existing debt, uncertainty remains over the timing and outcome of the process. Management
had assessed the carrying amount of the intangible asset and provided for an impairment due
to the said uncertainty.
86
Cost | US$’000 |
At 1 January 2024/ 31 December 2024/ | |
31 December 2025 | 4,162 |
Depreciation charges | |
At 1 January 2024/ 31 December 2024/ | |
31 December 2025 | 4,162 |
Carrying amount | |
At 31 December 2024/31 December 2025 | - |
19 DEFERRED TAX ASSETS
2025 | 2024 | |
US$’000 | US$’000 | |
At 1 January | - | 4,518 |
Exchange adjustments | - | 29 |
Deferred tax credit relating to origination of temporary differences during the year | - | (4,547) |
At 31 December | - | - |
The temporary differences for which no deferred tax assets have been recognised in the
statement of financial position are as follows:
2025 | 2024 | ||
US$’000 | US$’000 | ||
Unutilised tax losses | |||
- | Expires by 31 December 2028 | 20,070 | 20,070 |
- | Expires by 31 December 2029 | 1,370 | 3,817 |
- | Expires by 31 December 2030 | 4,831 | 5,877 |
- | Expires by 31 December 2031 | 4,159 | 4,159 |
- | Expires by 31 December 2032 | 2,433 | 2,433 |
- | Expires by 31 December 2033 | 1,511 | 1,511 |
- | Expires by 31 December 2034 | 4,318 | 4,318 |
- | Expires by 31 December 2035 | 1,671 | - |
Other deductible temporary differences | 295 | 2,738 | |
40,658 | 44,923 |
Deferred tax assets have not been recognised in respect of unutilised tax losses and unabsorbed
capital allowances as they may not be used to offset taxable profits elsewhere in the Group,
they have arisen in subsidiaries that have been loss-making for some time, and there are no
other tax planning opportunities or other evidence of recoverability in the near future. The
amount and availability of these items to be carried forward up to the periods as disclosed
above are subject to the agreement of the tax authority.
87
2025 | 2024 | ||
Notes | US$’000 | US$’000 | |
Land held for property development | (a) | 6,104 | 5,540 |
Stock of completed units, at cost | (b) | 56,980 | 113,437 |
Consumables | 80 | 88 | |
At 31 December | 63,164 | 119,065 | |
2025 | 2024 | ||
Notes | US$’000 | US$’000 | |
Carrying amount of inventories pledged as security for Loans and borrowings and Medium Term Notes | 25,136 | 112,459 |
2025 | 2024 | |
US$’000 | US$’000 | |
At 1 January | 5,540 | 5,401 |
Less: | ||
Exchange adjustments | 564 | 139 |
At 31 December | 6,104 | 5,540 |
2025 | 2024 | |
US$’000 | US$’000 | |
At 1 January | 113,437 | 112,862 |
Less: | ||
Exchange adjustments | 8,064 | 2,831 |
Write down Costs recognised as expenses in the consolidated statement of comprehensive | (510) | - |
income during the year | (9,109) | (2,256) |
Reclassification to property, plant and equipment | (54,902) | - |
At 31 December | 56,980 | 113,437 |
88
20 INVENTORIES (CONT’D)
(b) Stock of completed units, at cost (Cont’d)
Projected average rental rate | RM36.99-49.75 |
Projected yearly occupancy rates | 92.1% - 99.6% |
Discount rate | 8% |
Terminal capitalisation rate | 6.25% |
Property value | RM113,000,000 |
21 TRADE AND OTHER RECEIVABLES
2025 | 2024 | |
US$’000 | US$’000 | |
Trade receivables | 290 | 690 |
Other receivables | 534 | 1,489 |
Sundry deposits | 365 | 237 |
1,189 | 2,416 |
Trade receivables represent progress billings receivable from the sale of completed units and
land held for property development. Progress billings receivable from the sale of completed
units are generally due for settlement within 30 days from the date of invoice and are
recognised and carried at the original invoice amount less allowance for any uncollectible
amounts. They are recognised at their original invoice amounts on initial recognition less
provision for impairment where it is required.
89
21 TRADE AND OTHER RECEIVABLES (CONT’D)
Trade | Contract | Loss | ||
receivable | asset | allowance | Total | |
31 December 2025 | US$’000 | US$’000 | US$’000 | US$’000 |
Current | 288 | - | - | 288 |
Past due | ||||
0 – 60 days | - | - | - | - |
61 –120 days | - | - | - | - |
More than 120 days | 2 | - | - | 2 |
290 | - | - | 290 | |
Trade | Contract | Loss | ||
receivable | asset | allowance | Total | |
31 December 2024 | US$’000 | US$’000 | US$’000 | US$’000 |
Current | 688 | - | - | 688 |
Past due | ||||
0 – 60 days | - | - | - | - |
61 –120 days | - | - | - | - |
More than 120 days | 2 | - | - | 2 |
690 | - | - | 690 |
2025 | 2024 | |
US$’000 | US$’000 | |
Cash and bank balances | 6,156 | 5,307 |
Short term bank deposits | 31 | 2,155 |
6,187 | 7,462 | |
Less: Deposits pledged | (902) | (2,141) |
Cash and cash equivalents | 5,285 | 5,321 |
90
22 CASH AND CASH EQUIVALENTS (CONT’D)
Number | Number | ||||
of shares | Amount | of shares | Amount | ||
2025 | 2025 | 2024 | 2024 | ||
’000 | US$’000 | ’000 | US$’000 | ||
Authorised Share Capital | |||||
- | Ordinary shares of US$0.05 each | 2,000,000 | 100,000 | 2,000,000 | 100,000 |
- | Management shares of US$0.05 each | - * | - * | - * | - * |
2,000,000 | 100,000 | 2,000,000 | 100,000 | ||
Issued Share Capital | |||||
- | Ordinary shares of US$0.05 each | ||||
At 1 January | 173,187 | 8,659 | 212,025 | 10,601 | |
Shares cancellation | - | - | (38,838) | (1,942) | |
Issuance or ordinary shares | 116,465 | 5,823 | - | - | |
At 31 December | 289,652 | 14,482 | 173,187 | 8,659 | |
- | Management shares of US$0.05 each | - # | - # | - # | - # |
289,652 | 14,482 | 173,187 | 8,659 | ||
91
23 SHARE CAPITAL (CONT’D)
(b) (Cont’d)
92
23 SHARE CAPITAL (CONT’D)
(e) The ordinary shares and the management shares shall have attached thereto the rights and
93
24 SHARE PREMIUM (CONT’D)
2025 | 2024 | |
US$’000 | US$’000 | |
Current | ||
Trade payables | 240 | 1,188 |
Other payables | 5,001 | 5,494 |
Amount due to contract buyers | 39,393 | 35,744 |
Deposits received | 2,438 | 7,749 |
Accruals | 3,900 | 8,733 |
50,972 | 58,908 |
94
28 AMOUNT DUE TO NON-CONTROLLING INTERESTS
2025 | 2024 | |
US$’000 | US$’000 | |
Minority Shareholder of Bumiraya Impian Sdn. Bhd.: | ||
- Global Evergroup Sdn. Bhd. | 1,221 | 1,108 |
The current amount due to non-controlling interests amounting to US$1,220,965 (31 December
2024: US$1,107,885) is unsecured, interest free and repayable on demand.
2025 | 2024 | |
US$’000 | US$’000 | |
Non-current | ||
Bank loans | 17,340 | - |
Finance lease liabilities | 38 | - |
17,378 | - | |
Current | ||
Bank loans | 228 | 1,452 |
Third party loan | 1,300 | 1,150 |
Finance lease liabilities | 9 | - |
1,537 | 2,602 | |
18,915 | 2,602 |
95
29 LOANS AND BORROWINGS (CONT’D)
(b) Bank loans (Cont’d)
The bank loans of the Group is secured by: (Cont’d)
As at 1 | Foreign | As at 31 | |||
January | Drawdown | Repayment | exchange | December | |
2025 | of loan | of loan | movements | 2025 | |
US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | |
Bank loans | 1,452 | 17,568 | (1,600) | 148 | 17,568 |
Third party loan | 1,150 | 150 | - | - | 1,300 |
Finance lease | |||||
liabilities | - | 48 | (1) | - | 47 |
Total | 2,602 | 17,766 | (1,601) | 148 | 18,915 |
As at 1 | Foreign | As at 31 | |||
January | Drawdown | Repayment | exchange | December | |
2024 | of loan | of loan | movements | 2024 | |
US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | |
Bank loans | 1,471 | - | - | (19) | 1,452 |
Third party loan | - | 1,150 | - | - | 1,150 |
Total | 1,471 | 1,150 | - | (19) | 2,602 |
96
2025 | 2024 | |
US$’000 | US$’000 | |
Outstanding medium term notes | 468 | 25,511 |
Less: | ||
Repayment due within twelve months | (468) | (25,511) |
Repayment due after twelve months | - | - |
As at 1 | Foreign | As at 31 | |||
January | Drawdown | Repayment | exchange | December | |
2025 | of loan | of loan | movements | 2025 | |
US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | |
Medium Term | |||||
Notes | 25,511 | - | (26,228) | 1,185 | 468 |
As at 1 | Foreign | As at 31 | |||
January | Drawdown | Repayment | exchange | December | |
2024 | of loan | of loan | movements | 2024 | |
US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | |
Medium Term | |||||
Notes | 29,263 | - | (4,418) | 666 | 25,511 |
As at 31 | |||
Interest rate % | December 2025 | ||
Maturity Dates | per annum | US$’000 | |
Tranches 261 | 16 January 2026 | 10.00% | 234 |
Tranches 288 | 30 January 2026 | 10.00% | 234 |
468 |
97
30 MEDIUM TERM NOTES (CONT’D)
Security for CP/MTN Programme
(a) A legal charge over the Designated Accounts by the PASB and/or the Security Party
(as defined below) (as the case may be) and assignment of the rights, titles, benefits and
interests of the PASB and/or the Security Party (as the case may be) thereto and the
credit balances therein on a pari passu basis among all Notes, subject to the following:
(i) In respect of the 75% of the sale proceeds of a Secured Asset (“Net Sale
Proceeds”) arising from the disposal of a Secured Asset, the Noteholders of the
relevant Tranche secured by such Secured Asset shall have the first ranking
security over such Net Sale Proceeds;
(ii) In respect of the insurance proceeds from the Secured Assets (“Insurance
Proceeds”), the Noteholders of the relevant Tranche secured by such Secured
Asset shall have the first ranking security over such Insurance Proceeds;
(iii) In respect of the sale deposits from the Secured Assets (“Sale Deposits”), the
Noteholders of the relevant Tranche secured by such Secured Asset shall have
the first ranking security over such Sale Deposits;
(iv) In respect of the amount at least equivalent to an amount payable in respect of
any coupon payment of that particular Tranche for the next six (6) months to be
maintained by the Issuer (“Issuer’s DSRA Minimum Required Balance”), the
Noteholders of the relevant Tranche shall have the first ranking security over
such Issuer’s DSRA Minimum Required Balance;
(v) In respect of the proceeds from the Collection Account (“CA Proceeds”), the
Noteholders of the relevant Tranche shall have the first ranking security over
such CA Proceeds; and
(vi) In respect of any amount deposited by the Guarantor which are earmarked for
the purposes of an early redemption of a particular Tranche of the Notes and/or
principal payment of a particular Tranche of the Notes (“Deposited Amount”),
the Noteholders of the relevant Tranche shall have the first ranking security over
such Deposited Amount;
(b) An irrevocable and unconditional guarantee provided by the Urban DNA Sdn Bhd for
all payments due and payable under the CP/MTN Programme (the “Guarantee”); and
(c) Any other security deemed appropriate and mutually agreed between the PASB and the
Principal Adviser/Lead Arranger (the “PA/LA”), the latter being Kenanga Investment
Bank Berhad.
98
30 MEDIUM TERM NOTES (CONT’D)
Security for each medium term note:
Each Tranche shall be secured by assets (the "Secured Assets") to be identified prior to the
issue date of the respective Tranche.
Such Secured Assets may be provided by third party(ies), (which, together with the Guarantor,
shall collectively be referred to as “Security Parties” and each a “Security Party”) and/or by
the PASB. Subject always to final identification of the Secured Asset prior to the issue date of
the respective Tranche, the security for any particular Tranche may include but not limited to
the following:
(a) Legal assignment and/or charge by the PASB and/or the Security Party (as the case may
be) of the Secured Assets;
(b) An assignment over all the rights, titles, benefits and interests of the PASB and/or the
Security Party (as the case may be) under all the sale and purchase agreements executed
by end-purchasers and any subsequent sale and purchase agreement to be executed in
the future by end-purchaser (if any), in relation to the Secured Assets;
(c) A letter of undertaking from Aseana Properties Limited to, amongst others, purchase
the Secured Assets (“Letter of Undertaking”); and/or
(d) Any other security deemed appropriate and mutually agreed between the Issuer and the
PA/LA and/or Lead Manager prior to the issuance of the relevant Tranche.
The security for each Tranche is referred to as “Tranche Security”.
2025 | 2024 | |
US$’000 | US$’000 | |
Key management personnel | ||
Remuneration of key management personnel - Directors’ fees | 96 | 180 |
Remuneration of key management personnel - Employee benefits | 175 | - |
Remuneration of key management personnel - Consulting fees | - | 225 |
Remuneration of key management personnel - Sums paid to third parties * | - | 47 |
99
31 RELATED PARTY TRANSACTIONS (CONT’D)
2025 | 2024 | |
US$’000 | US$’000 | |
Net amount due to other non-controlling interests (Note 28) | (1,221) | (1,108) |
Effective | ||||
Country of | ownership | |||
Name | incorporation | Principal activities | interest | |
2025 | 2024 | |||
Details of significant subsidiaries are as follows: | ||||
Ireka Land Sdn. Bhd. | Malaysia | Property development | 100% | 100% |
Amatir Resources Sdn. Bhd. | Malaysia | Property development | 100% | 100% |
Hotel and mall | ||||
ICSD Ventures Sdn. Bhd. | Malaysia | ownership and | 100% | 100% |
operation | ||||
Participating in the | ||||
transactions | ||||
Potensi Angkasa Sdn. Bhd | Malaysia | contemplated under | 100% | 100% |
the Guaranteed MTNs | ||||
Programme | ||||
Participating in the | ||||
transactions | ||||
Silver Sparrow Berhad | Malaysia | contemplated under | 100% | 100% |
the Guaranteed MTNs | ||||
Programme | ||||
Bumiraya Impian Sdn. Bhd. | Malaysia | Property development | 80% | 80% |
The RuMa Hotel KL Sdn. Bhd. | Malaysia | Investment holding | 100% | 70% |
Urban DNA Sdn. Bhd. | Malaysia | Property development | 100% | 70% |
Aseana-BDC Co Ltd | Vietnam | Investment holding | 65% | 65% |
100
101
34 EVENTS AFTER STATEMENT OF FINANCIAL POSITION DATE (CONT’D)
COPIES OF THE ANNUAL REPORT
Copies of the annual report will be available on the Company's website at and from the Company's
registered office, 1
st
Floor Osprey House, Old Street, St. Helier, Jersey, JE2 3RG, Channel Islands.