Asanko Gold Inc.
Annual Report 2025

Plain-text annual report

ACADEMIES AUSTRALASIA GROUP LIMITED ANNUAL REPORT 2025 ACN 000 003 725 - 1 - ACADEMIES AUSTRALASIA GROUP LIMITED ANNUAL REPORT 2025 CONTENTS Page Report of the Chairman and the Group Managing Director and CEO 2 Directors’ Report 4 Information on the Directors and Company Secretaries 8 Information on Senior Company Executives 10 Remuneration Report - Audited 10 Corporate Governance Statement 12 Auditor’s Independence Declaration 13 Consolidated Financial Statements Statement of Comprehensive Income 14 Statement of Financial Position 15 Statement of Changes in Equity 16 Statement of Cash Flows 17 Notes 18 Directors’ Declaration 51 Independent Auditor’s Report 52 Additional Information for a Company listed on the ASX 56 Corporate Information 58 Glossary 59 - 2 - REPORT OF THE CHAIRMAN AND THE GROUP MANAGING DIRECTOR AND CEO Dear Shareholder FY25 was another difficult year. The turmoil in Australia’s international education sector that we referred to in our report for FY24 continued in FY25. Indeed, there were significant provider closures in FY25. The year was fraught with challenges. In the circumstances we are not unhappy with the Company’s performance: • Revenue grew 1.5%. • EBITDA of $7.2 million was $9.7 million better than the negative $2.5 million in FY24. • Adjusted EBITDA was $7.5 million, double that of FY24. • After adjustments, FY25 profit before tax was $1.0 million compared to a loss of $2.6 million in FY24. • Net operating cashflow of $3.8 million was more than eight times that in FY24 ($441,000). • Costs were carefully controlled: • Expenses from ordinary activities decreased by $3.2 million (6.5%) to $46.5 million. • Student acquisition and teaching costs decreased by $2.8 million (11%) to $22.4 million. • Personnel and other administrative expenses decreased by $565,000 (3.8%) to $14.3 million. • Total occupancy costs were $10.7 million – an increase of only $129,000 or 1.2% over FY24. It was the commitment of our management team as well the careful diversification of the education business we built that took us through this difficult year. Certain areas did well. Others not. HE revenue grew by $9.5 million (145%) to $16.1 million. Revenue from our Singapore operations, unaffected by high student visa fees and difficult to understand restrictions on international students, went up by 26% to $7.6 million. Senior high school revenue grew by 44% to $754,000. Our revenue from international students studying English language and VET courses in Australia dropped by $10 million – a staggering 36% drop in the revenue they contributed in FY24. High student visa fees and other restrictions had the biggest impact on our English language and VET operations in Australia. The position on student visa fees in FY26 is not yet clear, though there appears to be signs of some let up in the visa fees for students studying English language and non-award courses of less than 12 months. This would help improve English language enrolments. The Directors’ Report addresses NOSC allocations on pages 6 and 7. To be eligible for a maximum average of only 101 commencements per college is very disappointing. Especially when calendar 2026 allocations are based on only a 3% increase on calendar 2023 actuals. The more relevant reference should be calendar 2024 actuals. But this is for another forum. We will continue growing our operations overseas – especially in Singapore where we have been operating for many years and now offer honours degrees on behalf of a university in the United Kingdom. And, to minimise the influence of difficult to understand policies towards international students, we will devote more resources to domestic operations. We are continuing to take steps to reduce occupancy costs further. The acquisition of the shares in CSF that we did not already own is significant. Now all our colleges and other subsidiaries are wholly owned. More specifically, we can now proceed with further growth of CSF solely in the interests of CSF and the Group. - 3 - Our three English language colleges, especially DE, have done us proud. AOE, DE and LLI have been recognised by International Development Program (IDP) for their commitment to excellence in English language education and IELTS preparation. DE recently won the English Australia 2025 Award for Innovation. On 5 September 2025, at the PIEoneer Awards 2025 ceremony celebrating innovation and achievement in global education at Guildhall in London, it was announced that DE won the PIEoneer ‘Language training provider of the year’ award for 2025. The finalists were from Australia, Myanmar, New Zealand, Taiwan and the United Kingdom. This was no mean feat. Academies Test Center which we own, has been selected to run LanguageCert test centres operating in Melbourne, Sydney and Perth. The Australian Department of Home Affairs now recognises LanguageCert for all visa applications requiring proof of English proficiency. We would like to record our thanks to all directors who extended loans to the Company. On behalf of our colleagues on the Board, and ourselves, we would like to thank all shareholders, students, clients, partners, associates and other stakeholders for their loyalty, contribution and support. Thank you. Dr John Lewis Schlederer Christopher Elmore Campbell Chairman Group Managing Director and CEO 8 September 2025 - 4 - DIRECTORS’ REPORT Your Directors present their report on the Group for FY25. DIRECTORS The names of Directors in office at any time during, or since the end of, the financial year are: Dr John Lewis Schlederer Christopher Elmore Campbell Chiang Meng Heng Gabriela Del Carmen Rodriguez Naranjo Sartaj Hans All Directors have been in office from the start of the financial year to the date of this report. Details on the Directors and Company Secretaries are set out on pages 8 and 9. PRINCIPAL ACTIVITY The principal activity of the Group during the financial year was the provision of training and education services. CONSOLIDATED RESULT The consolidated loss before tax for the Group in FY25 was $1,777,000 (FY24: loss $11,009,000). The consolidated loss for the Group, after providing for income tax, was $1,282,000 (FY24: loss $9,653,000). REVIEW OF OPERATIONS Compared to FY24, FY25 revenue from ordinary activities increased by 1.5% from $46,831,000 to $47,537,000. The increase was not consistent throughout our operations. HE revenue more than doubled from $6,530,000 to $16,048,000, mainly the result of significant expansion in our operations in Perth. Our operations in Singapore, through AAC, grew by 26% from $6,055,000 to $7,648,000 and our senior high school (AIHS) by 44% from $523,000 to $754,000. On the other hand, our English language operations from DE, LLI and AOE declined by a substantial nine million dollars or 46% from $19,381,000 to $10,425,000. VET revenue declined 12% from $13,882,000 to $12,155,000: International VET was down $1,004,000 to $7,013,000; Domestic VET down $723,000 to $5,142,000. The reduction of about ten million dollars from English language and International VET operations can be attributed to the fall in international student enrolments because of Australian government policy changes regarding student visas, including substantial increases in fees for student visas. FY25 student acquisition and teaching costs of $22,436,000 were $2,844,000 (11%) lower than in FY24. Personnel and other administration expenses were reduced by $565,000 (3.8%) to $14,284,000 in FY25. Total occupancy costs in FY25 of $10,692,000 was only 1.2% ($129,000) more than in FY24 ($10,563,000). Net operating cash flow in FY25 was $3,820,000 - more than eight times the $441,000 in FY24 - 5 - Material factors impacting net loss In FY25 the lease for the Goulburn Street premises contributed $2,463,000 to the result (FY24: $2,353,000), comprising depreciation and amortisation and finance costs. Renovation works associated with 9B-approval plans have been deferred pending greater clarity on Federal Government policy settings towards international students. A provision for impairment of $370,000 (FY24: $1,150,000) was made against the non-recourse loans of $2,000,000 that secure the 5,000,000 shares issued at 40 cents each under the employee incentive plan. The share price at 30 June 2025 was 9.6 cents compared to 17 cents at 30 June 2024. This provision is adjusted according to the share price while the loans are in place. At 30 June 2025 the total provision was $1,520,000. Profit / (loss) before tax after adjustments FY25 $000 FY24 $000 Loss from ordinary activities before tax (1,777) (11,009) Add back impairments / provisions - goodwill - 4,408 - right of use assets - 575 - loans secured for the issue of shares in the employee incentive plan 370 1,150 Add back Goulburn Street - depreciation and amortisation 1,568 1,568 - finance costs 714 771 - other costs (outgoings, facilities etc) 181 14 Add back relocation and make good STA 64 - Deduct Government grants (110) (91) Adjusted profit / (loss) before tax 1,010 (2,614) Earnings before interest, tax, depreciation and amortisation (EBITDA)* after adjustments FY25 $000s FY24 $000s EBITDA 7,173 (2,496) Add back impairments / provisions - goodwill - 4,408 - right of use assets - 575 - loans secured for the issue of shares in the employee incentive plan 370 1,150 Add back relocation and make good STA 64 - Deduct Government grants (110) (91) EBITDA after adjustments 7,497 3,546 * [Note: ‘EBITDA’ is not a term prescribed by the Australian Accounting Standards (‘AAS’).] - 6 - Acquisition of the remaining interest in CSF On 30 June 2025, AKG3 Investment Holdings Pty Limited, a wholly owned subsidiary of AKG, acquired the remaining 32.46% of CSF which it did not own, for a consideration of $100,000 to be paid in three instalments. The first instalment of $40,000 was paid on 30 June 2025. The second and third instalments of $30,000 shall be paid by 30 September and 31 December 2025. Directors’ and Director-related loans On 17 December 2024 Christopher Campbell extended a one-year loan of $1.0 million to AKG. A loan of $0.2 million for one-year was extended by his wife, Sarah Campbell, on 17 June 2025. On 12 February 2025, AKG accepted a loan of $800,000 from Dr John Schlederer. This loan was repaid on 2 May 2025. The loans totalling $1.0 million in April 2024 from Dr John Schlederer ($200,000), Chiang Meng Heng ($700,000), Gabriela Rodriguez ($50,000), and Sartaj Hans ($50,000) were repaid as scheduled on the due dates. The one-year $4.0 million loan extended by Chiang Meng Heng on 29 June 2024 has been extended to a date to be mutually agreed by Mr Heng and AKG. Apart from the revised repayment date all the other terms remain the same. Generally, the material features of each of the above loans are: - The interest rate applicable to each loan is 9% per annum calculated on a simple interest basis. - Interest on each loan is paid quarterly. - The principal must be paid within 12 months of the advance date. - The loans are unsecured. - The loan agreements contain warranty and covenant clauses standard for agreements of this nature. - The loan agreements do not include any right to convert the loans to AKG shares. The total balance of all Directors’ and Director-related loans at the end of FY25 was $5.2 million (FY24: $5.0 million) NOSC allocations The operating environment in FY25 continued to be challenging. While the proposed ‘caps’ announced by the government in August 2024 did not eventuate, on 19 December 2024 the Australian Government announced a Ministerial Direction for a new prioritisation system for processing offshore visa applications from students wishing to study VET or HE courses in Australia. The priority processing, which took effect from that day and is in place until the end of this year, is based on the provider’s indicative 2025 NOSC allocation. This prioritisation system does not apply to visa applications lodged in Australia. Refunds Visa rejections in FY25 were significantly lower than in FY24. Refunds paid to students in FY25, mainly because of visa rejections, totalled $1.9 million (FY24: $6.2 million). DIVIDENDS There were no dividends paid or declared during the year. SIGNIFICANT CHANGES IN STATE OF AFFAIRS There were no significant changes in the Company’s state of affairs during the financial year. - 7 - EVENTS AFTER THE REPORTING DATE On 4 August 2025, the government announced that Australia's international education sector in 2026 will operate under a National Planning Level (NPL) of 295,000 NOSC allocations in VET and HE courses from 1 January 2026. This represents a 25,000 increase from the NPL in 2025. Eight of the 18 Academies Australasia colleges are affected by the NOSC restrictions. These colleges are AAHB, AAI, AAPOLY, ACT, CBC, CSF, SBC and STA. Those not affected are our college in Singapore (AAC), our five domestic RTOs (BMC, PTA, RBT, SPT and VOS), our three English language colleges (AOE, DE and LLI), and our senior high school (AIHS). The latter four colleges are registered on CRICOS, meaning that they are able to enrol international students. The total indicative NOSC allocation for the eight colleges in calendar 2026 is (up to) 811*. Although that’s an increase of (up to) 220 or 37% on the 2025 total of 591, the average of 101 per college is very disappointing. [*602 plus up to 80 each for providers with 100 or less NOSC allocations. Five of our eight colleges come under this category of providers]. The financial impact of the 2026 NOSC allocation and any other regulatory changes to subsequent financial years is not clear. Focusing more on our operations overseas, especially in Singapore, and devoting more resources to domestic operations, should counter any negative impact. There were no other matters or circumstances that have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in subsequent financial years. FUTURE DEVELOPMENTS, PROSPECTS AND BUSINESS STRATEGIES Please refer to the Report of the Chairman and the Group Managing Director and CEO (Page 2 and 3). ENVIRONMENTAL ISSUES The Group’s operations are not subject to any significant environmental legislation. INDEMNIFICATION AND INSURANCE OF OFFICERS The Company’s constitution provides an indemnity to officers of the Company. The Company is required to pay all costs, losses and expenses that an officer may incur by reason of any contract entered into or act or thing done by them in the discharge of their duties except where they act dishonestly. The Company has paid an insurance premium amounting to $55,000 for a directors and officers liability insurance policy covering the directors’ and officers’ liabilities as officers of the Company. OPTIONS There are no other options over unissued share capital. ROUNDING OF AMOUNTS The Director’s report is presented in Australian Dollars and rounded to the nearest thousand dollars in accordance with Instrument 2016/191. - 8 - INFORMATION ON DIRECTORS AND COMPANY SECRETARIES Dr John Lewis Schlederer Non-executive Director, appointed 21 August 2009. Chairman since 1 January 2014. Qualifications B.Sc. (Hons), Grad. Diploma, PhD. Experience More than 22 years teaching experience at University of New South Wales and TAFE NSW and many years in business. Interest in Shares 17,036,346 shares (12.85 %) Special Responsibilities Chairman of the Board. Chairman of the Remuneration Committee. Member of the Audit and Risk Committee. Directorships held in other listed entities None Christopher Elmore Campbell Group Managing Director and Chief Executive Officer, appointed 1 July 1996. Qualifications B.Soc.Sci. (Hons), FFin, FAICD, FCG (CS, CGP), FGIA. Experience Experience in mergers and acquisitions and more than 29 years’ experience in managing educational institutions. Previous positions include senior appointments with the Monetary Authority of Singapore and an international bank in Australia. Member of the Advisory Council of Asia Society Australia (‘ASA’) since November 2020 after 8 years on the Board of ASA. Interest in Shares 21,430,000 shares (16.16 %) Special Responsibilities Member of the Remuneration Committee. Directorships held in other listed entities None. Chiang Meng Heng Non-executive Director, appointed 15 February 2000. Qualifications BBA (Hons). Experience Previous positions include Treasurer, Citibank NA, Singapore and Hong Kong; Adviser & Head, Banking Supervision, Monetary Authority of Singapore; EVP, Overseas Union Bank Ltd including secondments as Executive Director, International Bank of Singapore Ltd and President, Asia Commercial Bank Ltd; Managing Director, First Capital Corporation Ltd; Executive Director, Far East Organization and Group Managing Director, Lim Kah Ngam Ltd. Member of Singapore Parliament for 4 terms from 1985 to 2001. Interest in Shares 51,185,961 shares (38.60%) Special Responsibilities Member of the Audit and Risk Committee and Remuneration Committee. Directorships held in other listed entities None. - 9 - Gabriela Del Carmen Rodriguez Naranjo Deputy Group Managing Director and Group Chief Operating Officer. Appointed Executive Director, 21 October 2013. Alternate Director, 10 May 2011 to 31 December 2013, (Alternate to Neville Thomas Cleary (Retired 31 December 2013)). Appointed Chief Operating Officer on 15 August 2017 and Deputy Group Managing Director on 1 January 2019. Qualifications B. Comp.Sci, B.Sci. Sys. Eng. Experience Joined the Group in April 2001. More than 24 years’ experience managing educational institutions, including experience in acquisitions, marketing, regulatory compliance, curriculum development and lecturing. Director, IHEA since 17 May 2017. Deputy Chair of IHEA from 29 May 2019 to 27 April 2023. Interest in Shares 2,600,000 shares (1.96 %) Special Responsibilities Group Chief Operating Officer from 15 August 2017. Joint Company Secretary from 14 September 2016. Directorships held in other listed entities None Sartaj Hans Independent, Non-executive Director, appointed 19 October 2016. Qualifications B.E. Honours (Electronics) Experience Experience in information technology and superannuation at BT Financial Group, the wealth management arm of Westpac. Played a pivotal role in the development of Goulburn Health Hub, a medical facilities project in Goulburn. Many years’ experience in managing investments and financial affairs in private family companies. Interest in Shares 863,929 shares (0.65%) Special Responsibilities Chairman of the Audit and Risk Committee (Appointed 19 October 2016). Directorships held in other listed entities None COMPANY SECRETARIES Stephanie Noble Appointed 27 November 2006 Qualifications BA (Hons) Accounting, FCCA (UK), CPA (Australia). Experience More than 18 years as Company Secretary of Academies Australasia Group Limited. Other Responsibilities Group Finance Manager. Gabriela Del Carmen Rodriguez Naranjo Appointed 14 September 2016 See Information on Directors. - 10 - MEETINGS OF DIRECTORS Director Directors’ Meetings Audit and Risk Committee Remuneration Committee A B A B A B Dr John Lewis Schlederer 3 3 2 2 2 2 Christopher Elmore Campbell 3 3 2 2 2 2 Chiang Meng Heng 3 2 2 1 2 2 Gabriela Del Carmen Rodriguez Naranjo 3 3 2 2 - - Sartaj Hans 3 3 2 2 - - A - Number of meetings held during the time the Director held office during the period B - Number of meetings attended INFORMATION ON SENIOR COMPANY EXECUTIVES Christopher Elmore Campbell Group Managing Director and Chief Executive Officer. See Information on Directors. Gabriela Del Carmen Rodriguez Naranjo Deputy Group Managing Director and Group Chief Operating Officer. See Information on Directors. REMUNERATION REPORT – AUDITED Remuneration Policies The Remuneration Committee reviews and makes recommendations to the Board on remuneration packages and policies applicable to the Group Managing Director and Chief Executive Officer, Senior Company Executives and the Directors themselves. This role also includes responsibility for share option schemes, performance incentive packages, superannuation entitlements, retirement and termination entitlements, fringe benefit policies and professional indemnity and liability insurance policies. Remuneration levels are set to attract appropriately qualified and experienced directors and senior company executives. During the year, the members of the Remuneration Committee were Dr John Lewis Schlederer, Chiang Meng Heng and Christopher Elmore Campbell. All executives receive a fixed base salary, which is based on factors such as market factors and experience, and superannuation (as required by law). Executives may sacrifice part of their salary towards superannuation. The Company’s Employee Incentive Plan has 5 million shares issued to eligible participants since adoption on 5 October 2022. The shares issued were fully funded by loans provided by the Company. The shares issued under the Plan were recognised in Share Capital at the issue date. The loan amounts were recognised under the non- current assets at amortised cost. Loans are interest free and unsecured. The recourse under the loans is limited to the shares issued. The loans must be repaid on the earlier of either 3 years from the date of issue or 3 months from when the participant ceases to be an employee of the Group. The repayment amount is the outstanding amount at the repayment date. The participants are not permitted to sell, transfer or otherwise deal in the shares without the Company’s consent. Gabriela Del Carmen Rodriguez Naranjo was issued 2,500,000 shares with an attributed value of $1,000,000. The Company does not have an employee share option plan. - 11 - All remuneration paid to Directors and Executives is valued at the cost to the Company and expensed. Non-executive Directors’ remuneration comprises fixed fees. The maximum aggregate amount of fees that can be paid to Non-executive Directors is subject to approval by shareholders at the Annual General Meeting. The amount approved at the 2009 Annual General Meeting is $250,000 per annum. Fees for Non-executive Directors are not linked to the performance of the Group. Directors and Senior Company Executives Details of the Directors and Senior Company Executives holding office at any time during the financial year are set out on pages 8 to 9. a. Remuneration FY25 Directors and Senior Company Executives Short-term employee benefits Post- employment benefits Cash, salary and commissions Bonus Non- monetary benefits Superannuation Total $000s $000s $000s $000s $000s Dr John Lewis Schlederer 70 - - - 70 Christopher Elmore Campbell 510 - - 30 540 Chiang Meng Heng 45 - - - 45 Gabriela Del Carmen Rodriguez Naranjo 338 - - 30 368 Sartaj Hans 50 - - 6 56 1,013 - - 66 1,079 FY24 Directors and Senior Company Executives Short-term employee benefits Post- employment benefits Cash, salary and commissions Bonus Non- monetary benefits Superannuation Total $000s $000s $000s $000s $000s Dr John Lewis Schlederer 69 - - - 69 Christopher Elmore Campbell 512 - - 28 540 Chiang Meng Heng 44 - - - 44 Gabriela Del Carmen Rodriguez Naranjo 339 - - 27 366 Sartaj Hans 50 - - 5 55 1,014 - - 60 1,074 None of the remuneration paid to any Director or Senior Company Executive is tied to any specific performance condition. b. Options issued as part of remuneration for the year ended 30 June 2025 No options were granted as part of remuneration. - 12 - c. Employment contracts of Executives The employment conditions of all executives are formalised in written contracts of employment. Generally, the employment contracts stipulate a one-month notice period. Termination payments are generally not payable on resignation or dismissal for serious misconduct. In the instance of serious misconduct the company can terminate employment at any time. With respect to senior company executives, the expiry date of Christopher Elmore Campbell’s fixed term contract of employment has been extended to 31 December 2026. Gabriela Del Carmen Rodriguez Naranjo’s fixed term contract has been extended to 31 December 2027. AUDITORS’ INDEPENDENCE DECLARATION The Auditor’s Independence Declaration for FY25 appears on page 13. It forms part of the Directors’ Report for the year ended FY25. NON-AUDIT SERVICES The Board of Directors, in accordance with advice from the Audit and Risk Committee, is satisfied that the provision of non-audit services by the external auditors, Pilot Partners, during the year is compatible with the general standard of independence of auditors imposed by the Corporations Act 2001. The Directors are satisfied that the services disclosed below did not compromise the external auditors’ independence for the following reasons: • All non-audit services are reviewed and approved by the Audit and Risk Committee. • The nature of services provided does not compromise the general principles relating to audit independence. The following fees were paid or payable for non-audit services to the external auditors during the year ended 30 June 2025: • Taxation services $66,000 (FY24: $66,000) • Other services $5,000 (FY24: $4,000) CORPORATE GOVERNANCE STATEMENT The Company’s Corporate Governance Statement and its Key to Disclosures, Corporate Governance Council Principles and Recommendations (ASX Appendix 4G) are provided to ASX together with the Company’s Annual Report. The Corporate Governance Statement is on the Company’s website: www.academies.edu.au/corporate. Signed in accordance with a resolution of the Board of Directors pursuant to section 298(2)(a) of the Corporations Act 2001. Dr John Lewis Schlederer Christopher Elmore Campbell Director Director 8 September 2025 PILOT PARTNERS Chartered Accountants Level 10, 1 Eagle Street Brisbane QLD 4000 PO Box 7095 Brisbane QLD 4001 P +61 7 3023 1300 pilotpartners.com.au AUDITOR'S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE CORPORATIONS ACT 2001 ACADEMIES AUSTRALASIA GROUP LIMITED I declare that to the best of my knowledge and belief, during the year ended 30 June 2025, there have been: i. no contraventions of the auditor’s independence requirements as set out in the Corporations Act 2001 in relation to the audit; and ii. no contraventions of any applicable code of professional conduct in relation to the audit. Chartered Accountants PILOT PARTNERS Partner DANIEL GILL Signed on 8 September 2025 Level 10 1 Eagle Street Brisbane Qld 4000 ABN 60 063 687 769 | Pilot is a registered trade mark licensed to Pilot Partners | Liability limited by a scheme approved under Professional Standards Legislation Nexia International is a worldwide network of independent accounting and consulting firms. -13- ACADEMIES AUSTRALASIA GROUP LIMITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For the year ended 30 June 2025 - 14 - Note FY25 FY24 $000s $000s Revenue from services 2 47,030 46,371 Student acquisition and teaching costs 3 (22,436) (25,280) Gross profit 24,594 21,091 Personnel expenses 3 (12,097) (12,308) Premises expenses 3 (3,007) (2,834) Other administration expenses 3 (2,187) (2,541) 7,303 3,408 Other expenses – Impairments / provisions 3 (434) (6,133) 6,869 (2,725) Other income 2 304 229 Earnings before interest, depreciation and amortisation 7,173 (2,496) Depreciation and amortisation expenses 3 (6,723) (6,711) Loss on disposal of assets (23) (13) Finance costs 3 (2,407) (2,020) Interest income 203 231 Loss before income tax (1,777) (11,009) Income tax expense 4 495 1,356 Loss for the year (1,282) (9,653) Other comprehensive income: Exchange differences on translating foreign controlled entities (85) 3 Other comprehensive income for the year, net of tax (85) 3 Total comprehensive income for the year (1,367) (9,650) (Loss) / profit attributable to: Owners of the parent entity (1,272) (9,779) Non-controlling interests (10) 126 (1,282) (9,653) Total comprehensive income attributable to: Owners of the parent entity (1,357) (9,776) Non-controlling interests (10) 126 (1,367) (9,650) Earnings per share (cents per share) Basic 7 (0.96) (7.37) Diluted 7 (0.96) (7.37) Dividends per share (cents) 8 - - The accompanying notes form part of these financial statements. ACADEMIES AUSTRALASIA GROUP LIMITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 30 June 2025 - 15 - Note FY25 FY24 $000s $000s Current Assets Cash and cash equivalents 9 2,715 5,832 Trade and other receivables 10 1,515 1,905 Other current assets 11 2,178 2,408 Security deposit 9 455 - Total Current Assets 6,863 10,145 Non-Current Assets Plant and equipment 13 1,768 2,337 Right of use assets 14 26,245 31,774 Deferred tax assets 15 7,384 6,647 Intangible assets 16 28,369 28,372 Other non-current assets - 850 Security deposit 9 3,141 3,736 Total Non-Current Assets 66,908 73,716 Total Assets 73,771 83,861 Current Liabilities Tuition fees in advance (Deferred income) 17 6,772 10,666 Trade and other payables 17 6,377 5,036 Current tax liabilities 4 292 219 Borrowings 25 5,200 5,000 Lease liabilities 18 6,952 7,013 Provisions 19 3,879 3,712 Total Current Liabilities 29,472 31,646 Non-Current Liabilities Lease liabilities 18 27,747 34,153 Provisions 19 357 400 Total Non-Current Liabilities 28,104 34,553 Total Liabilities 57,576 66,199 Net Assets 16,195 17,662 Equity Share capital 20 44,066 44,066 Retained earnings (27,859) (26,482) Foreign currency translation reserve (12) 73 Non-controlling interests - 5 Total Equity 16,195 17,662 The accompanying notes form part of these financial statements. ACADEMIES AUSTRALASIA GROUP LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the year ended 30 June 2025 - 16 - Ordinary Shares Retained Earnings Reserves Non - Controlling Interests Total $000s $000s $000s $000s $000s Balance at 1 July 2024 44,066 (26,482) 73 5 17,662 Loss for the period - (1,272) (10) (1,282) Exchange differences on translating foreign operations - - (85) - (85) Total comprehensive income for the year - (1,272) (85) (10) (1,367) Acquisition of remaining 32.46% of CSF (Note 12) - (105) - 5 (100) Balance at 30 June 2025 44,066 (27,859) (12) - 16,195 Balance at 1 July 2023 44,066 (17,292) 70 564 27,408 Loss for the period - (9,779) - 126 (9,653) Exchange differences on translating foreign operations - - 3 - 3 Total comprehensive income for the year - (9,779) 3 126 (9,650) Acquisition of remaining 25% of LLI - 589 - (685) (96) Balance at 30 June 2024 44,066 (26,482) 73 5 17,662 The accompanying notes form part of these financial statements. ACADEMIES AUSTRALASIA GROUP LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS For the year ended 30 June 2025 - 17 - Note FY25 FY24 $000s $000s Cash Flows from Operating Activities Receipts from customers 44,607 42,908 Payments to suppliers and employees (38,423) (42,371) Interest received 203 231 Interest paid (2,395) (2,007) Income taxes paid (172) 1,680 Net cash provided by (used in) operating activities 23a 3,820 441 Cash Flows from Investing Activities Purchase of intangible assets (175) (117) Purchase of plant & equipment (70) (160) Proceeds from sale of plant & equipment - 14 Expenditure on make good (100) - Net cash provided by (used in) investing activities (345) (263) Cash Flows from Financing Activities Directors’ and Director-related loans 200 5,000 Acquisition of remaining 25% of LLI (64) (32) Acquisition of remaining 32.46% of CSF (40) - Lease payments (6,828) (6,124) Net cash provided by (used in) financing activities (6,732) (1,156) Net increase in cash held (3,257) (978) Net cash at the beginning of the financial year 9,568 10,546 Net cash at the end of the financial year 6,311 9,568 Reconciliation of cash balance Cash at bank and on hand 9 2,715 5,832 Security deposit 9, 23b 3,596 3,736 6,311 9,568 The accompanying notes form part of these financial statements. ACADEMIES AUSTRALASIA GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2025 - 18 - 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES This financial report is a general purpose financial report that has been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. The financial report includes the consolidated financial statements of the Group. Details of AKG can be found in Note 27. AKG is a public listed company, incorporated and domiciled in Australia. The Group is a for profit entity for financial reporting purposes under Australian Accounting Standards which set out accounting policies that the AASB has concluded would result in a financial report containing relevant and reliable information about transactions, events and conditions. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards. Material accounting policies adopted in the preparation of this financial report are presented below and have been consistently applied unless otherwise stated. The financial statements were authorised for adoption on 8 September 2025. New, revised or amending Accounting Standards and Interpretations The Group has adopted all of the new, revised or amending Accounting Standards and Interpretations issued by the AASB that are mandatory for the current reporting period. Bases of preparation The financial report has been prepared on the accruals basis and is based on historical costs, modified by the revaluation of certain non-current assets, financial assets and financial liabilities, for which the fair value basis of accounting has been applied. The financial report is presented in Australian Dollars and rounded to the nearest thousand dollars in accordance with Instrument 2016/191. Accounting Policies a. Basis of consolidation The consolidated financial statements incorporate all of the assets, liabilities and results of AKG and all its subsidiaries (including any structured entities). Subsidiaries are entities AKG controls. AKG controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. A list of the subsidiaries is provided in Note 12. The assets, liabilities and results of all subsidiaries are fully consolidated into the financial statements of the Group from the date on which control is obtained by the Group. The consolidation of a subsidiary is discontinued from the date that control ceases. Intercompany transactions, balances and unrealised gains or losses on transactions between Group entities are fully eliminated on consolidation. Accounting policies of subsidiaries have been changed and adjustments made where necessary to ensure uniformity of the accounting policies adopted by the Group. ACADEMIES AUSTRALASIA GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2025 - 19 - 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued) Equity interests in a subsidiary not attributable, directly or indirectly, to the Group are presented as “non- controlling interests”. The Group initially recognises non-controlling interests that are present ownership interests in subsidiaries and are entitled to a proportionate share of the subsidiary’s net assets on liquidation at either fair value or at the non-controlling interests’ proportionate share of the subsidiary’s net assets. Subsequent to initial recognition, non-controlling interests are attributed their share of profit or loss and each component of other comprehensive income. Non-controlling interests are shown separately within the equity section of the statement of financial position and statement of comprehensive income. b. Business combinations Business combinations occur where an acquirer obtains control over one or more businesses. A business combination is accounted for by applying the acquisition method, unless it is a combination involving entities or businesses under common control. The business combination is accounted for from the date that control is attained, whereby the fair value of the identifiable assets acquired and liabilities (including contingent liabilities) assumed is recognised (subject to certain limited exemptions). When measuring the consideration transferred in the business combination, any asset or liability resulting from a contingent consideration arrangement is also included. Subsequent to initial recognition, contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity. Contingent consideration classified as an asset or liability is remeasured each reporting period to fair value, recognising any change to fair value in profit or loss, unless the change in value can be identified as existing at acquisition date. All transaction costs incurred in relation to the business combination are expensed to the statement of comprehensive income. The acquisition of a business may result in the recognition of goodwill or a gain from a bargain purchase. c. Cash and cash equivalents Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of one month or less, and bank overdrafts. Bank overdrafts are shown within short-term borrowings in current liabilities on the balance sheet. d. Trade and other receivables (including contract assets) Trade and other receivables include amounts due from customers for services performed in the ordinary course of business. Receivables expected to be collected within 12 months of the end of the reporting period are classified as current assets. All other receivables are classified as non-current assets. Trade and other receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any provision for impairment. Refer to Note 10 for further information on the determination of impairment losses. ACADEMIES AUSTRALASIA GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2025 - 20 - 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued) e. Financial instruments Recognition and Initial Measurement All financial assets and financial liabilities are initially recognised when the Group becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price. Financial Assets – Classification and subsequent measurement On initial recognition, a financial asset is classified as measured at: amortised cost; FVOCI – debt investment; FVOCI – equity investment; or FVTPL. Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model. A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL: – it is held within a business model whose objective is to hold assets to collect contractual cash flows; and – its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in the investment’s fair value in OCI. This election is made on an investment-by- investment basis. All financial assets not classified as measured at amortised cost or FVOCI are measured at FVTPL. Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL. Financial liabilities – Classification, subsequent measurement and gains and losses Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in profit or loss. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss. ACADEMIES AUSTRALASIA GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2025 - 21 - 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued) Derecognition The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset. The Group derecognises a financial liability when its contractual obligations are discharged or cancelled or expire. The Group also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value. On derecognition of a financial asset measured at amortised cost, the difference between the asset’s carrying amount and the amount of the consideration received and receivable is recognised in profit and loss. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in profit or loss. Fair value Fair value is the price the Group would receive to sell an asset in an orderly transaction between independent, knowledgeable and willing parties at measurement date. There are no financial assets or liabilities carried at fair value. Financial guarantees Where material, financial guarantees are issued, which require the issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due, are recognised as a financial liability at fair value on initial recognition. The guarantee is subsequently measured at the higher of the best estimate of the obligation and the amount initially recognised less, when appropriate, cumulative amortisation in accordance with AASB 15 Revenue from Contracts with Customers. Where the entity gives guarantees in exchange for a fee, revenue is recognised under AASB 15. The fair value of financial guarantee contracts has been assessed using a probability weighted discounted cash flow approach. The probability has been based on: - the likelihood of the guaranteed party defaulting in a year period; - the proportion of the exposure that is not expected to be recovered due to the guaranteed party defaulting; and - the maximum loss exposed if the guaranteed party were to default. Interest borrowing costs Interest payable costs are recognised as expenses in the period in which they are incurred. ACADEMIES AUSTRALASIA GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2025 - 22 - 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued) f. Right of use assets and lease liabilities The Group’s lease portfolio includes property and equipment. The Group has adopted AASB 16 Leases using the full retrospective restatement approach from 1 July 2019, recognising right of use assets (ROUA) and an equivalent lease liability at the commencement of the lease. The ROUA is initially measured at cost less any lease incentives and the lease liability is measured as the present value of the remaining future lease payments discounted at the Group’s incremental borrowing rate at the date of initial application. A depreciation charge against the leased ROUA replaces the straight line expense payment and an interest expense is recognised against the lease liability. Lease payments are no longer recognised as operating cash flows, but as financing cash flows in the Statement of Cash Flows. AASB 16 eliminates the distinction between operating and finance leases and brings all leases except short term and low value onto the Statement of Financial Position. The Group recognises a ROUA, representing its right to use the underlying assets and a corresponding lease liability representing its obligation to make future lease payments. The Group recognises a ROUA and lease liability at the commencement date of the lease. ROUA are initially measured at cost (present value of the lease liability) and subsequently at cost less any accumulated depreciation, impairment losses and adjustments for re-measurement of the lease liability. The ROUA are depreciated using the straight line method from the commencement date to the end of the lease term. Short term leases (with a term of less than 12 months) and leases of low value assets are not recognised as ROUA and corresponding lease liability. Lease payments on these assets are expensed to the profit and loss account as incurred. The lease liabilities are initially measured as the present value of future lease payments expected to be paid over the lease term, discounted using the Group’s incremental borrowing rate. The lease liability is re-measured if the future estimated lease payments change as a result of rate changes or the likelihood of exercise of extension. The lease liabilities are subsequently increased by the interest cost on the lease liability and decreased by the lease payments. Make good liability A liability is recognised for the present value of expected costs for future restoration of the leased premises. The liability considers the costs associated with the removal of fittings, fit-out, furniture, signage, and other structures, as well as the cost of restoration of the premises to its original condition by reconditioning or repainting the walls, replacing, or cleaning the surfaces including carpets, tiles, vinyl, wallpaper and so on. The calculation of the make good liability involves assumptions such as lease end dates and cost of make good. The liability recognised for each lease is reviewed at the end of report date and the liability amount is updated based on the information available at the time. Changes to the estimated future make good obligation for leases are recognised in the financial statements by adjusting the lease liabilities account. The make good liability will be carried forward after the lease end date until the make good obligations are fully discharged. The initial estimate of the future make good liability is recognised as part of lease liabilities and the right-of-use assets. The right-of-use asset component is depreciated across the lease term on a straight-line basis. The interest on the make good liability is recognised as part of finance costs. ACADEMIES AUSTRALASIA GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2025 - 23 - 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued) g. Leasehold improvements and plant and equipment The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the asset’s employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred. h. Depreciation The depreciable amount of all fixed assets including capitalised lease assets is depreciated on a straight-line or a diminishing value basis over their useful lives to the Group commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements. The depreciation rates used for each class of depreciable assets are: Class of Fixed Asset Depreciation Rate Leasehold improvements 2.5 – 30% Plant and equipment 5 – 67% Leased plant and equipment 5 – 25% The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are included in the statement of comprehensive income. i. Goodwill Goodwill is carried at cost less accumulated impairment losses. Goodwill is calculated as the excess of the sum of: - the consideration transferred; - any non-controlling interest; and - the acquisition date fair value of any previously held equity interest over the acquisition date fair value of net identifiable assets acquired. ACADEMIES AUSTRALASIA GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2025 - 24 - 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued) The acquisition date fair value of the consideration transferred for a business combination plus the acquisition date fair value of any previously held equity interest shall form the cost of the investment in the separate financial statements. Fair value uplifts in the value of pre-existing equity holdings are taken to the statement of comprehensive income. Where changes in the value of such equity holdings had previously been recognised in other comprehensive income, such amounts are recycled to profit or loss. The amount of goodwill recognised on acquisition of each subsidiary in which the Group holds less than a 100% interest will depend on the method adopted in measuring the non-controlling interest. The Group can elect in most circumstances to measure the non-controlling interest in the acquiree either at fair value (full goodwill method) or at the non-controlling interest’s proportionate share of the subsidiary’s identifiable net assets (proportionate interest method). In such circumstances, the Group determines which method to adopt for each acquisition and this is stated in the respective notes of these financial statements disclosing the business combination. Under the full goodwill method, the fair value of the non-controlling interest is determined using valuation techniques which make the maximum use of market information where available. Under this method, goodwill attributable to the non-controlling interests is recognised in the consolidated financial statements. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill is tested for impairment annually and is allocated to the Group’s cash-generating units or groups of cash-generating units, representing the lowest level at which goodwill is monitored not larger than an operating segment. Gains and losses on the disposal of an entity include the carrying amount of goodwill related to the entity disposed of. j. Intangible assets Intangible assets include course development costs and other intangible assets. Course development costs are capitalised where they can be related to the development of an identifiable and separable resource and which yields particular streams of future economic benefits. They are only capitalised when technical feasibility studies identify that the project is expected to deliver future economic benefits and these benefits can be measured reliably. These capitalised costs are amortised over their useful lives starting from the time the development of a particular resource is complete and available for use. The period of amortisation is up to 5 years. k. Impairment of assets At each reporting date, the Group reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is expensed to the statement of comprehensive income. Impairment testing is performed annually for goodwill and intangible assets with indefinite lives. Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. ACADEMIES AUSTRALASIA GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2025 - 25 - 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued) Collectibility of trade and other receivables and contract assets are reviewed on an ongoing basis. Debts are written off when they are known to be uncollectible. An allowance for expected credit losses is raised where some doubt as to collection exists and is the difference between the total amount owing and the amount expected to be recovered. The Group also applies the AASB 9 simplified model of recognising lifetime expected credit losses for receivables as these items do not have a significant financing component. An expected credit loss allowance is recognised for the total expected loss from possible default events that may arise over the expected life of the financial asset. Expected credit losses are the probability-weighted estimate of credit losses over the expected life of a financial instrument. A credit loss is the difference between all contractual cash flows that are due and all cash flows expected to be received, all discounted at the original effective interest rate of the financial instrument. Recognition of expected credit losses in financial statements At each reporting date, the Group recognises the movement in the loss allowance as an impairment gain or loss in the statement of profit or loss and other comprehensive income. The carrying amount of financial assets measured at amortised cost includes the loss allowance relating to that asset. The Group has applied the expected credit loss model based on lifetime expected loss allowance for contract assets. l. Trade and other payables Trade and other payables represent the liabilities for goods and services received by the entity that remain unpaid at the end of the reporting period. The balance is recognised as a current liability with the amounts normally paid within 30 days of recognition of the liability. m. Provisions and employee benefits Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provision is made for the Group’s liability for employee benefits arising from services rendered by employees to balance date. Employee benefits that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled, plus related on-costs. Employee benefits payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits. n. Issued capital Ordinary shares are classified as equity, and are recognised at the fair value of the consideration received by the company. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds. ACADEMIES AUSTRALASIA GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2025 - 26 - 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued) o. Revenue Revenue is recognised over the period of tuition, upon completion of specific performance obligations of each of the contracts. No revenue is recognised prior to a student commencing the tuition phase of delivery. As all student contracts are for the provision of tuition, income for tuition is recognised as training is provided. Payment terms vary from contract to contract but in most cases, cash is received prior to the performance obligation being delivered. International students in particular are required to pay some level of tuition in advance. Monies received in advance are held as unearned income and recognised as revenue as the performance obligations are satisfied. Generally, the Group’s obligations in respect of refunds cease after the course commences. Revenue derived from the provision of education services is measured at the fair value of consideration received or receivable to the extent that economic benefits will flow to the Group and the revenue can be reliably measured. Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets. Dividend revenue is recognised when the right to receive a dividend has been established. Rental revenue is recognised on a straight line accrual basis over the term of the lease. All revenue is stated net of the amount of goods and services tax (GST). p. Goods and services tax (GST) Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the balance sheet are shown inclusive of GST. Cash flows are presented in the cash flow statement on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows. q. Income tax The charge for current income tax expense is based on the profit for the year adjusted for any non-assessable or disallowed items. It is calculated using the tax rates that have been enacted or are substantially enacted by the balance sheet date. Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss. Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited in the income statement except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity. The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the Group will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law. AKG and its wholly-owned Australian subsidiaries formed an income tax consolidated group under the tax consolidation regime with effect from 1 July 2003. Each company in the tax consolidated group contributes to the income tax payable in proportion to their contribution to the net profit before tax of the tax consolidated group. ACADEMIES AUSTRALASIA GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2025 - 27 - 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued) r. Foreign currency transactions and balances Foreign currency transactions are translated into Australian currency (the functional currency) using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined. Foreign Group Companies The financial results and position of foreign operations whose functional currency is different from the Group’s presentation currency are translated as follows: - assets and liabilities are translated at year-end exchange rates prevailing at the end of the financial year; - income and expenses are translated at average rates for the period; and - retained earnings are translated at the exchange rates prevailing at the date of the transaction. Exchange differences arising on translation of foreign operations are transferred directly to the Group’s foreign currency translation reserve in the statement of financial position. These differences are recognised in the statement of comprehensive income. s. Earnings per share Basic earnings per share are calculated as net profit attributable to members of the parent divided by the weighted average number of ordinary shares. t. Comparative figures When required by Accounting Standards, comparative figures have been restated to conform to changes in presentation for the current financial year. u. Critical accounting estimates and judgements The Directors evaluate estimates and judgements incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Group. These estimates and judgements are considered significant items of revenue and expenses relevant in explaining the financial performance. Key Estimates – Impairment The Group assesses impairment at each reporting date by evaluating conditions specific to the Group that may lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset is determined. Value-in-use calculations performed in assessing recoverable amounts incorporate a number of key estimates. Further details on the key estimates used in impairment can be found in Note 16. For FY25, a provision for impairment of $370,000 has been made against the loans secured for the issue of shares in the employee incentive scheme. Key Estimates – Revenue The extent to which performance obligations have been satisfied in respect of revenue is estimated as per the revenue policy (Note 1(o)). ACADEMIES AUSTRALASIA GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2025 - 28 - 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued) Key Estimates- Recoverability of Receivables The extent to which receivables are recoverable is used in estimating any allowance for expected credit losses. Factors considered include: - the aging profile of receivables; - the recognition of a corresponding deferred income liability; - the nature of the debtor (e.g. government, business or individual); - subsequent recovery of the receivable after date; and - prior history. v. Segment reporting An operating segment is a component of an entity: - that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity); - whose operating results are regularly reviewed by the entity’s Board to make decisions about resources to be allocated to the segment and assess its performance; and - for which discrete financial information is available. The Group has only one operating segment: Education. w. Going Concern These financial statements have been prepared adopting the going concern assumption, which contemplates the orderly realisation of assets and payment of liabilities in the ordinary course of business. The appropriateness of this assumption is dependent upon: - the continued support of the Group’s bankers; - the continued support of shareholders in the event of a capital raising; - the ability of the Group to return to profitable trading; and - the orderly realisation of selected assets in the ordinary course of business at values at least equal to their book values. The financial statements show that the Group had a net loss of $1,282,000 in FY25 (FY24: loss 9,653,000). After adjusting for non-cash impairments/provisions totalling $370,000, the loss was $912,000. The Board recognises that the Statement of Financial Position shows that the current liabilities exceed current assets by $22,609,000. Included in the current liabilities are fees paid in advance of $6,772,000. This is not an amount payable in the ordinary course of business and will be recognised as income as tuition is delivered. The Board is currently satisfied that there are reasonable grounds to assume that the Group will meet its future financial obligations as and when they fall due. The following factors support this assumption: - Positive cash flow from operations for the year of $3,820,000. - Substantial cash holdings across the Group of $6,311,000 of which $1,807,000 is required to be held in the TPS controlled accounts. - Positive net assets of $16,195,000. - No bank debt. - Significant efforts made to rationalise the cost structures of the business. ACADEMIES AUSTRALASIA GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2025 - 29 - 3. PROFIT FOR THE YEAR Student acquisition and teaching costs - Teaching 12,836 15,004 - Acquisition 8,646 8,949 - Teaching materials 954 1,327 22,436 25,280 Personnel expenses - Wages and salaries 10,292 10,510 - Superannuation 727 715 - Payroll tax 585 651 - Other 493 432 12,097 12,308 Premises expenses - Rental 432 420 - Outgoings 1,504 1,251 - Electricity 276 267 - Cleaning 443 493 - Other 352 403 3,007 2,834 Other administration expenses - Other administration 2,192 2,556 - Bad and doubtful debts (5) (15) 2,187 2,541 Other expenses – Impairments / provisions - Impairment for goodwill - STA - 4,408 - Provision for impairment - ROUA - 575 - Provision for impairment on loans secured for the issue of shares in the employee incentive plan 370 1,150 - Relocation and make good - STA 64 - 434 6,133 Depreciation and Amortisation expenses - Depreciation plant and equipment 169 211 - Amortisation of intangible assets 627 600 - Depreciation of right of use assets 5,905 5,877 - Depreciation of make good 22 23 6,723 6,711 Finance costs - Interest and bank facility fees 154 191 - Interest on Directors’ and Director-related loans 495 - - Interest recognised on lease liability 1,746 1,816 - Interest recognised on make good 12 13 2,407 2,020 FY25 FY24 $000s $000s 2. REVENUE Operating activities Revenue from services 47,030 46,371 Non-operating activities Government grants 110 91 Rent received /rental rebates 194 124 Other income - 14 304 229 ACADEMIES AUSTRALASIA GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2025 - 30 - FY25 FY24 4. INCOME TAX EXPENSE $000s $000s a. The components of tax expense comprise: Current tax (242) (232) Deferred tax 737 (368) Deferred tax – adjustments to FY23 balance * - 1,956 495 1,356 * The adjustments to the FY23 deferred tax balance relate to the carry back of losses to prior years resulting in a refund of tax. b. The prima facie tax on loss from ordinary activities before tax is reconciled to income tax as follows: FY25 FY24 $000s $000s Tax payable on loss from ordinary activities before tax at 25% (FY24: 25%) (444) (2,752) Add/(less) tax effect of: i. Permanent differences 126 1,538 ii. Assumption of tax balances of controlled entities (177) (142) Income tax expense attributable to the entity (495) (1,356) The effective tax rate is 28 % (FY24: 12%). c. Current tax payable for the year reconciles as follows: Opening provision 219 270 Add: Current year provision 242 232 Less: Prior year adjustments to deferred tax balance - (1,956) Add: Prior year 3 (7) Less: Tax paid (172) 1,680 Closing provision 292 219 AAC is resident in Singapore for tax purposes. 5. DIRECTORS AND SENIOR COMPANY EXECUTIVES’ COMPENSATION a. Details of Directors and Senior Company Executives, including remuneration, have been set out on pages 8 to 12. b. Shareholdings Number of shares in AKG held by Senior Company Executives and parties related to them: Balance 1 July 2024 Purchased on ASX Balance 30 June 2025 Christopher Elmore Campbell 20,703,875 726,125 21,430,000 Gabriela Del Carmen Rodriguez Naranjo 2,600,000 - 2,600,000 ACADEMIES AUSTRALASIA GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2025 - 31 - FY25 FY24 6. AUDITORS’ REMUNERATION $000s $000s Remuneration of the auditors of the parent entity for: - Auditing and reviewing the financial report 282 288 - Taxation services 66 66 - Other services 5 4 353 358 Remuneration of other auditors of subsidiaries for: - Auditing and reviewing the financial report 41 29 - Taxation services 3 3 - Other services 4 4 48 36 7. EARNINGS PER SHARE Basic (cents per share) (0.96) (7.37) Diluted (cents per share) (0.96) (7.37) Weighted average number of ordinary shares used in calculation of basic earnings per share 132,614,467 132,614,467 The earnings amount used was a loss on ordinary activities after tax attributable to owners of the parent entity of $1,272,000 (FY24: loss $9,779,000). FY25 FY24 8. DIVIDENDS PER SHARE $000s $000s Distributions recognised: Year ended 30 June 2025: interim ordinary dividend of 0 cents per share, fully franked (FY24: 0 cents per share) - - Year ended 30 June 2024: final ordinary dividend of 0 cents per share, fully franked, paid in 2024 (FY23: 0 cents per share) - - - - Dividends proposed or declared but not recognised in the financial statements: Proposed fully franked ordinary dividend of 0 cents per share (FY24: fully franked 0 cents) - - Balance of franking account at year end adjusted for franking credits arising from payment of income tax 3,315 2,901 ACADEMIES AUSTRALASIA GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2025 - 32 - FY25 FY24 10. TRADE AND OTHER RECEIVABLES $000s $000s CURRENT Trade receivables 169 209 Less allowance for expected credit losses (22) (29) 147 180 Contract assets 959 1,250 Other receivables 409 475 1,515 1,905 FY25 FY24 9. CASH AND CASH EQUIVALENTS $000s $000s CURRENT Cash at bank and on hand 2,715 5,832 CURRENT Security deposit 455 - NON-CURRENT Security deposit 3,141 3,736 There is no overdraft balance at 30 June 2025 (FY24: NIL). The net cash position is $2,715,000 (FY24: 5,832,000). The security deposit is in respect to rental bonds on leased premises. (See note 23b) Included in the above amounts are tuition fees held in TPS accounts in Australia. As at 30 June 2025, the Group held $1,807,000 (FY24: $3,166,000) in TPS accounts. (In 2012 the Education Services for Overseas Student Act 2000 (“ESOS Act”) was amended to provide additional protection for international students studying in Australia. With effect from 1 July 2013, the Group is required to maintain, in Australia, separate bank accounts (TPS accounts) for prepaid fees received from international students prior to commencement of their course. Once the students commence their course, the funds may be transferred from the TPS accounts to operating cash reserves. At all times, the Group must ensure that there are sufficient funds in the TPS accounts to repay any prepaid tuition fees to international students who have not yet commenced their course. Fees paid by students who have commenced their course are deposited directly to operating cash reserves. All fees received, whether deposited to TPS or Group cash reserves are initially accounted for as unearned income, being subject to the Group’s revenue recognition policy). a. The ageing analysis of trade receivables is as follows: 0 -30 days 128 177 31- 60 days – not impaired * 14 6 61- 90 days – not impaired * 3 9 Over 90 days – not impaired * 24 - Past due and impaired - 17 169 209 ACADEMIES AUSTRALASIA GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2025 - 33 - FY25 FY24 Allowance for expected credit losses $000s $000s Trade receivables 169 209 Contract assets 959 1,250 Sub-total 1,128 1,459 Lower risk government debtors (894) (1,214) Sub- total 234 245 Allowance for credit losses (22) (29) Credit Loss % 9.4% 11.8% 11. OTHER CURRENT ASSETS Prepayments 1,312 2,049 Other current assets 480 - Security deposits 386 359 2,178 2,408 10. TRADE AND OTHER RECEIVABLES (continued) * These are debtors that are past due for which no collateral is held and for which no provision for doubtful debts has been made as there has not been a significant change in credit quality and the directors believe that the amounts are still recoverable. b. The Group has an exposure to credit risk in Singapore and Australia given the Group’s operations in those countries. For FY25, an amount of $10,000 is included in trade and other receivables in respect of the business operations in Singapore. All other receivables of the Group are exposures in Australia. FY25 FY24 $000s $000s c. Allowance for expected credit losses at the start of the year 29 44 Movement in expected credit losses (7) (15) Allowance for expected credit losses at the end of the year 22 29 d. The following factors were considered when assessing credit losses, receivables and contract assets: i. A review was performed during the year and credit losses were recognised as impairments ii. Government debtors are assessed as low risk iii. Significant amounts of debtors were recovered after the year end iv. Other than SPT, historical levels of bad debts have been low ACADEMIES AUSTRALASIA GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2025 - 34 - 12. CONTROLLED ENTITIES Country of Incorporation Percentage Owned/Controlled FY25 FY24 Academies Australasia Group Limited (Ultimate Parent Entity) Subsidiaries (controlled directly or indirectly) ACA Investment Holdings Pte. Limited Singapore 100 100 Academies Australasia (Management) Pty Limited Australia 100 100 Academies Australasia College Pte. Limited Singapore 100 100 Academies Australasia Hair & Beauty Pty Limited T/A Brisbane School of Hairdressing, Brisbane School of Barbering, Brisbane School of Beauty, Gold Coast School of Hairdressing and Gold Coast School of Barbering Australia 100 100 Academies Australasia Institute Pty Limited Australia 100 100 Academies Australasia Polytechnic Pty Limited Australia 100 100 Academies Australasia Pty Limited Australia 100 100 Academy of English Pty Limited Australia 100 100 AKG Investment Holdings Pty Limited Australia 100 100 AKG2 Investment Holdings Pty Limited Australia 100 100 AKG3 Investment Holdings Pty Limited Australia 100 100 AKG4 Investment Holdings Pty Limited Australia 100 100 AKG5 Investment Holdings Pty Limited Australia 100 100 AKG6 Investment Holdings Pty Limited Australia 100 100 AKG7 Investment Holdings Pty Limited Australia 100 100 AMC Training Pty Limited Australia 100 100 AMI Education Pty Limited Australia 100 100 Australian College of Technology Pty Limited Australia 100 100 Australian Institute of Professional Studies Pty Limited Australia 100 100 Australian International High School Pty Limited Australia 100 100 Australian Trades Institute Pty Limited Australia 100 100 Benchmark Resources Pty Limited T/A Benchmark College Australia 100 100 Centre for Australian Education Pte. Limited Singapore 100 100 Clarendon Business College Pty Limited Australia 100 100 CLB Training & Development Pty Limited as trustee for the CLB Unit Trust T/A Spectra Training Australia Australia 100 100 Discover English Pty Limited Australia 100 100 International College of Capoeira Pty Limited T/A College of Sports & Fitness Australia 100 67.54 Humanagement Pty Limited T/A Print Training Australia Australia 100 100 Kreate Pty Limited T/A RuralBiz Training Australia 100 100 Language Links International Pty Limited Australia 100 100 Live. Laugh. Learn. Pty Limited Australia 100 100 Newco CLB Training & Development Pty Limited Australia 100 100 Skilled Placements Pty Limited Australia 100 100 Supreme Business College Pty Limited Australia 100 100 Transformations – Pathways to Competence and Developing Excellence Pty Limited T/A Skills Training Australasia Australia 100 100 Vostro Institute of Training Australia Pty Limited Australia 100 100 ACADEMIES AUSTRALASIA GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2025 - 35 - 12. CONTROLLED ENTITIES (continued) Acquisition of controlled entities The following schedule shows the effect on the equity of the Group on the acquisition of the remaining 32.46% of CSF on 30 June 2025. CSF Fair Value $’000s Recognised in retained earnings (105) Non-controlling interest acquired 5 Effect on total equity of the Group. (100) Deed of cross guarantee AKG and the subsidiaries listed below are parties to an ASIC-registered deed of cross guarantee under which AKG guarantees to each creditor payment in full of any debts in the event of winding up of any of the subsidiaries under certain provisions of the Corporations Act 2001. The subsidiaries have also given similar guarantees in the event that AKG is wound up. - CLB Training & Development Pty Ltd ATF the CLB Unit Trust - Academies Australasia Institute Pty Limited - Benchmark Resources Pty Limited - Kreate Pty Limited - Academies Australasia Hair & Beauty Pty Limited (became a party to the Deed on 2 January 2025 by a Deed of Assumption). FY25 FY24 13. PLANT AND EQUIPMENT $000s $000s Plant and equipment At cost 4,672 4,672 Accumulated depreciation (3,932) (3,808) 740 864 Leasehold improvements At cost 6,692 6,851 Accumulated amortisation (5,664) (5,378) 1,028 1,473 Total plant & equipment 1,768 2,337 ACADEMIES AUSTRALASIA GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2025 - 36 - 13. PLANT AND EQUIPMENT (continued) Plant and equipment $000s Leasehold improvements $000s Total $000s Year ended 30 June 2025 Balance at the beginning of the year 864 1,473 2,337 Additions 48 22 70 Disposals (5) (18) (23) Depreciation expense (169) (449) (618) Net foreign currency difference arising on translation of financial statements of foreign operations 2 - 2 Carrying amount at the end of the year 740 1,028 1,768 Year ended 30 June 2024 Balance at the beginning of the year 1,007 1,865 2,872 Additions 91 69 160 Disposals (23) (1) (24) Depreciation expense (211) (460) (671) Carrying amount at the end of the year 864 1,473 2,337 FY25 FY24 14. RIGHT OF USE ASSETS $000s $000s Right of use assets At cost 57,571 58,999 Accumulated depreciation (31,409) (26,755) Provision for impairment - (575) 26,162 31,669 Make good At cost 235 293 Accumulated depreciation (152) (188) 83 105 Total 26,245 31,774 Balance at the beginning of the year 31,669 32,524 Additions - 5,697 Modifications (11) (3) Terminations - 25 Depreciation expense (5,905) (5,877) Provision for impairment - (575) Net foreign currency difference arising on translation of financial statements of foreign operations 409 (123) Carrying amount at the end of the year 26,162 31,669 Make good 83 105 Total 26,245 31,774 ACADEMIES AUSTRALASIA GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2025 - 37 - FY25 FY24 15. DEFERRED TAX ASSETS / LIABILITIES $000s $000s Deferred Tax Asset 7,384 6,647 The deferred tax asset is made up of the following estimated tax benefits: Temporary differences: - deferred tax assets 10,551 12,278 - deferred tax liabilities (6,399) (7,799) - losses 3,232 2,168 7,384 6,647 Opening Charged To Closing Balance Income Balance $000s $000s $000s Deferred Tax Assets Plant & equipment 34 29 63 Provisions 1,029 29 1,058 Unearned income 794 (211) 583 Lease liabilities and make good 9,871 (1,564) 8,307 Other 550 (10) 540 12,278 (1,727) 10,551 Deferred Tax Liabilities Right of use assets and make good (7,528) 1,321 (6,207) Prepayments and other (271) 79 (192) (7,799) 1,400 (6,399) Losses 2,168 1,064 3,232 Total 6,647 737 7,384 FY25 FY24 $000s $000s Deferred tax assets not brought to account, the benefits of which will only be realised if the conditions for deductibility set out in Note 1(q) occur: Tax (operating) losses 320 320 ACADEMIES AUSTRALASIA GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2025 - 38 - FY25 FY24 16. INTANGIBLE ASSETS $000s $000s Goodwill at cost 32,758 32,758 Accumulated impairment losses (4,790) (4,790) Net carrying value 27,968 27,968 Course development costs and capitalised licences 3,064 2,889 Accumulated amortisation (2,666) (2,488) Net carrying value 398 401 Other at cost 3 3 28,369 28,372 Goodwill Course Development Costs and capitalised licences Other Total $000s $000s $000s $000s Year ended 30 June 2025 Balance at the beginning of the year 27,968 401 3 28,372 Course development costs and capitalised licences additions - 175 - 175 Course development costs and capitalised licences amortisation - (178) - (178) Balance at the end of the year 27,968 398 3 28,369 Year ended 30 June 2024 Balance at the beginning of the year 32,376 423 3 32,802 Impairment of goodwill - STA (4,408) - - (4,408) Course development costs and capitalised licences additions - 117 - 117 Course development costs and capitalised licences amortisation - (140) - (140) Balance at the end of the year 27,968 401 3 28,372 Goodwill is assessed by management at the cash generating unit level. The recoverable amount of the cash-generating unit is determined based on a value in use calculation using cash flow projections covering five years. Cash flows beyond the five-year period are estimated using a terminal value calculated under standard valuation principles incorporating a long-term growth rate. ACADEMIES AUSTRALASIA GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2025 - 39 - 16. INTANGIBLE ASSETS (continued) The following assumptions were used in the value in use calculations: Revenue Growth Revenue Growth Pre-tax Free Cash Flow – Revenue from Services Pre-tax Free Cash Flow – Revenue from Services per annum Pre-tax Discount Rate Long Term Growth Rate FY26 FY27-FY30 FY26 FY27-FY30 12.7% 6.3% 10.4% 10.4% 10.0% 2.0% An impairment would be triggered if any one of the key assumptions (with all other assumptions held constant) set out below applies over a 5-year period: • Revenue growth rate is 5.5% or lower. • Pre-tax discount rate exceeds 11.0%. • Pre-tax free cash flow – revenue from services per annum FY26-FY30 is 7.9% or lower. • Long term growth rate is 1.0% or lower FY25 FY24 17. TRADE AND OTHER PAYABLES $000s $000s CURRENT Unsecured Liabilities Tuition fees in advance (Deferred income) 6,772 10,666 Trade payables 2,478 1,331 Sundry payables and accrued expenses 3,899 3,705 13,149 15,702 18. LEASE LIABILITIES Balance at beginning of year 40,594 41,140 Additions – new leases - 5,672 Terminated - 28 Lease modifications (22) (3) Lease payments (6,828) (6,124) Net foreign currency difference arising on translation of financial statements of foreign operations 413 (119) Balance at end of year 34,157 40,594 Make good 542 572 Total 34,699 41,166 ACADEMIES AUSTRALASIA GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2025 - 40 - FY25 FY24 18. LEASE LIABILITIES (continued) $000s $000s Current 6,952 7,013 Non-current 27,747 34,153 Total 34,699 41,166 Lease liability – undiscounted Less than one year 8,802 9,484 One to five years 30,636 36,402 More than five years 3,073 6,562 Total undiscounted lease liabilities at end of year 42,511 52,448 Short-term lease payments expensed to the profit and loss account in the year $432,000 (FY24: $420,000) (Note 3) FY25 FY24 19. PROVISIONS $000s $000s CURRENT Employee entitlements 3,879 3,712 NON-CURRENT Employee entitlements 357 400 20. SHARE CAPITAL FY25 FY25 FY24 FY24 Share number $000s Share number $000s Issued Share Capital Ordinary shares fully paid 132,614,467 44,066 132,614,467 44,066 Ordinary share capital Balance at the beginning and end of the financial year 132,614,467 44,066 132,614,467 44,066 i. Shares disclosure. Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held. At a shareholders meeting each ordinary share is entitled to one vote. The number of shares authorised is equal to the number of shares issued. Shares have no par value. ACADEMIES AUSTRALASIA GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2025 - 41 - 20. SHARE CAPITAL (continued) ii. Capital Management. Management controls the capital of the Group in order to maintain an acceptable debt to equity ratio, provide the shareholders with adequate returns and ensures that the Group can fund its operations and continue as a going concern. The Group’s debt and capital includes ordinary share capital and financial liabilities, supported by financial assets. Management effectively manages the Group’s capital by assessing financial risks and adjusting its capital structure in response to changes in these risks and in the market. These responses include the management of debt levels, distributions to shareholders and share issues. There were no changes in the Group’s capital management procedures during the year. iii. Employee incentive plan Shareholders on 18 November 2022 authorised the issue of 2,500,000 ordinary shares to Gabriela Del Carmen Rodriguez Naranjo under the Plan. The shares were issued on 22 November at 40 cents per share, which was the closing price the day before. Under the Plan, the issue was secured by an interest free non-recourse loan of $1,000,000. On 5 January 2023 2,500,000 shares at 40 cents per share, which was the closing price the day before, were issued under the Plan. The shares were issued to Bibhod Dotel (1,000,000 shares), Joanna Kelly (1,000,000 shares) and Dr Sreekanth Vinnakota (500,000 shares). Under the Plan, the issues were secured by interest free non-recourse loans of $400,000, $400,000 and $200,000 respectively. A provision for impairment of $370,000 (FY24: $1,150,000) has been made against the non-recourse loans of $2,000,000 that secure the 5,000,000 shares issued at 40 cents each under the employee incentive plan. The share price at 30 June 2025 was 9.6 cents compared to 17 cents as at 30 June 2024. This provision will be adjusted according to the share price while the loans are in place. At 30 June 2025 the total provision was $1,520,000. 21. CONTINGENT LIABILITIES Corporate Guarantees There is a corporate guarantee between Group companies as security for bank facilities in effect during the year, other than the following: Academies Australasia College Pte. Limited Academies Australasia Hair & Beauty Pty Limited AKG6 Investment Holdings Pty Limited AMC Training Pty Limited Centre for Australian Education Pte. Limited Humanagement Pty Limited International College of Capoeira Pty Limited Kreate Pty Limited Language Links International Pty Limited AKG has provided a corporate guarantee to the landlord of the Goulburn Street premises in respect to rental of the premises by Academies Australasia Pty Limited, the lessee. AKG is also a guarantor for leases taken out by BMC and AAHB. ACADEMIES AUSTRALASIA GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2025 - 42 - 22. SEGMENT REPORTING Business segments The Group has determined that it has only one operating segment: Education. Geographical information The Group operates in Australia and Singapore. The revenues and non-current assets of the Group for the year ended 30 June 2025 are as follows: $000s $000s Geographic Location Australia Singapore Revenues from External Customers 39,381 7,649 Non-current assets 57,237 9,671 Accounting Policies Segment revenues and expenses are those directly attributable to the segments. FY25 FY24 23. CASH FLOW INFORMATION $000s $000s a. Reconciliation of cash flow from operations with loss after income tax Loss after income tax (1,282) (9,653) Non-cash flows in profit Amortisation 627 600 Depreciation 6,096 6,111 Net loss on disposal of plant and equipment 23 13 Write-downs to recoverable amounts (5) (15) Unrealised foreign exchange movement (77) (27) Impairment of goodwill - STA - 4,408 Provision for impairment ROUA - 575 Provision for impairment on loans secured for the issue of shares in the employee incentive plan 370 1,150 Changes in assets and liabilities (Increase)/decrease in trade and other receivables 395 (52) (Increase)/decrease in other current assets 711 1,258 (Increase)/decrease in deferred tax assets (741) 375 Increase/(decrease) in trade and other payables (2,551) (4,305) Increase/(decrease) in tax payables 73 (51) Increase/(decrease) in provisions 181 54 Cash flow from operations 3,820 441 ACADEMIES AUSTRALASIA GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2025 - 43 - FY25 $000s FY24 $000s 23. CASH FLOW INFORMATION (continued) b. Borrowing arrangements with banks Total Facilities Credit standby facility available 3,596 4,032 Amount utilised (3,596) (4,031) - 1 Overdraft facility available - 100 Amount utilised - - - 100 Credit standby Line fee 2.0%. Usage fee 1.10%. Security deposit for rental bonds on leased premises $3,596,000 (FY24: $3,736,000). Interest rates are variable and subject to adjustment. Bank overdraft General terms and conditions apply. Interest rates are variable and subject to adjustment. The credit standby, bank overdraft and commercial card facilities are due for review on 24 November 2025. 24. EVENTS AFTER THE BALANCE SHEET DATE On 4 August 2025, the government announced that Australia's international education sector in 2026 will operate under a National Planning Level (NPL) of 295,000 NOSC allocations in VET and HE courses from 1 January 2026. This represents a 25,000 increase from the NPL in 2025. Eight of the 18 Academies Australasia colleges are affected by the NOSC restrictions. These colleges are AAHB, AAI, AAPOLY, ACT, CBC, CSF, SBC and STA. Those not affected are our college in Singapore (AAC), our five domestic RTOs (BMC, PTA, RBT, SPT and VOS), our three English language colleges (AOE, DE and LLI), and our senior high school (AIHS). The latter four colleges are registered on CRICOS, meaning that they are able to enrol international students. The total indicative NOSC allocation for the eight colleges in calendar 2026 is (up to) 811*. Although that’s an increase of (up to) 220 or 37% on the 2025 total of 591, the average of 101 per college is very disappointing. [*602 plus up to 80 each for providers with 100 or less NOSC allocations. Five of our eight colleges come under this category of providers]. The financial impact of the 2026 NOSC allocation and any other regulatory changes to subsequent financial years is not clear. Focusing more on our operations overseas, especially in Singapore, and devoting more resources to domestic operations, should counter any negative impact. There were no other matters or circumstances that have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in subsequent financial years. ACADEMIES AUSTRALASIA GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2025 - 44 - 25. RELATED PARTY TRANSACTIONS Directors’ transactions with the Company and the Group Directors’ and Director-related loans On 17 December 2024 Christopher Campbell extended a one-year loan of $1.0 million to AKG. A loan of $0.2 million for one-year was extended by his wife, Sarah Campbell, on 17 June 2025. On 12 February 2025, AKG accepted a loan of $800,000 from Dr John Schlederer. This loan was repaid on 2 May 2025. The loans totalling $1.0 million from Dr John Schlederer ($200,000), Chiang Meng Heng ($700,000), Gabriela Rodriguez ($50,000), and Sartaj Hans ($50,000) were repaid as scheduled on the due dates. The one-year $4.0 million loan extended by Chiang Meng Heng on 29 June 2024 has been extended to a date to be mutually agreed by Mr Heng and AKG. Apart from the revised repayment date all the other terms remain the same. Generally, the material features of each of the above loans are: - The interest rate applicable to each loan is 9% per annum calculated on a simple interest basis. - Interest on each loan is paid quarterly. - The principal must be paid within 12 months of the advance date. - The loans are unsecured. - The loan agreements contain warranty and covenant clauses standard for agreements of this nature. - The loan agreements do not include any right to convert the loans to AKG shares. The total balance of all Directors’ and Director-related loans at the end of FY25 was $5.2 million (FY24: $5.0 million) Accrued interest on the loans to 30 June 2025 of $95,548 (FY24: $21,570) is included in accrued expenses (Note 17). The total interest charge for FY25 was $495,000 (FY24: NIL) (Note 3). Details of Directors’ remuneration are set out in the Remuneration Report on pages 10 to 12. Directors are reimbursed for expenses incurred by them on behalf of the Group. Other Directors’ transactions Included in sundry payables (Note 17) is an amount owing to Christopher Campbell of $200,000 for expenses paid. There is no interest on this balance. Directors’ and specified executives’ relevant interests in shares See Directors’ Report on pages 8,9 and 30. Other related party transactions Transactions within the Group comprise loans, management fees and interest and are eliminated on consolidation. ACADEMIES AUSTRALASIA GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2025 - 45 - 26. FINANCIAL INSTRUMENTS Financial Risk Management The Group’s financial instruments consist mainly of deposits with banks, investments, accounts receivable and payable, loans to and from subsidiaries, bills and leases. The main purpose of non-derivative financial instruments is to raise finance for operations. i. Treasury Risk Management Senior management meet on a regular basis to review currency and interest rate exposure and to evaluate treasury management strategies where relevant, in the context of the most recent economic conditions and forecasts. ii. Financial Risks The main risks the Group is exposed to through its financial instruments are interest rate risk, foreign currency risk, liquidity risk and credit risk. Foreign currency risk The Group is exposed to foreign currency risk on its purchase of products and the sale of training and education courses to international students and on the translation of its foreign subsidiaries. The Group had not hedged foreign currency transactions as at 30 June 2025. Senior management continues to evaluate this risk on an ongoing basis. Credit risk The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to recognised financial assets, is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the balance sheet and notes to the financial statements. In the education business, credit risk is minimised by, generally, collecting tuition fees in advance. Interest rate risk The interest rate risk has been managed by the Group by reducing and in most cases eliminating interest bearing debt. The Group’s exposure to interest rate risk, which is the risk that a financial instrument’s value will fluctuate as a result of changes in market interest rates and the effective weighted average interest rates on classes of financial assets and financial liabilities, is as follows: Note Weighted average interest rate Floating interest rate $000s Fixed interest maturing in: 1 year or less $000s Fixed interest maturing in: 1 to 5 Years $000s Non- Interest bearing $000s Total $000s Year ended 30 June 2025 Financial assets Cash and cash equivalents 9 5.72% 2,715 - - - 2,715 Security deposit 9 4.12% 3,596 - - - 3,596 Trade and other receivables 10 - - - 556 556 Contract assets 10 - - - 959 959 6,311 - - 1,515 7,826 ACADEMIES AUSTRALASIA GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2025 - 46 - 26. FINANCIAL INSTRUMENTS (continued) Note Weighted average interest rate Floating interest rate $000s Fixed interest maturing in: 1 year or less $000s Fixed interest maturing in: 1 to 5 years $000s Non- Interest bearing $000s Total $000s Year ended 30 June 2025 Financial liabilities Trade and other payables 17 - - - 6,377 6,377 Lease liabilities 18 - 6,952 27,747 - 34,699 - 6,952 27,747 6,377 41,076 Year ended 30 June 2024 Financial assets Cash and cash equivalents 9 5.06% 5,832 - - - 5,832 Security deposit 9 5.05% 3,736 - - - 3,736 Trade and other receivables 10 - - - 655 655 Contract assets 10 - - - 1,250 1,250 9,568 - - 1,905 11,473 Financial liabilities Trade and other payables 17 - - - 5,036 5,036 Lease liabilities 18 - 7,013 34,153 - 41,166 - 7,013 34,153 5,036 46,202 iii. Net fair values of financial assets and liabilities The carrying amounts of financial assets and liabilities approximate their net fair value. iv. Sensitivity Analysis The following table illustrates sensitivity analysis to the Group’s exposure to changes in interest rates. The table indicates the estimated impact on how profit and equity values reported at the end of the reporting period would have been affected by changes in the interest rate that management considers reasonably possible. Profit Equity $’000 $’000 FY25 +/- 2% in interest rates 306 306 ACADEMIES AUSTRALASIA GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2025 - 47 - 27. PARENT INFORMATION The following information has been extracted from the books of the parent and has been prepared in accordance with Australian Accounting Standards. FY25 FY24 $000s $000s STATEMENT OF FINANCIAL POSITION Assets Current 46,800 47,693 Non-current 8,370 8,516 Total Assets 55,170 56,209 Liabilities Current 8,020 7,437 Non-current - - Total Liabilities 8,020 7,437 Equity Share capital 44,066 44,066 Retained earnings 3,084 4,706 Total Equity 47,150 48,772 STATEMENT OF COMPREHENSIVE INCOME Total profit (1,621) (2,824) Total comprehensive income (1,621) (2,824) ACADEMIES AUSTRALASIA GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2025 - 48 - 28. COMPANY DETAILS The registered office and principal place of business of AKG is: Level 6, 505 George Street Sydney NSW 2000 Australia Principal places of business of AKG colleges: NEW SOUTH WALES Academies Australasia Institute Academy of English Australian College of Technology Australian International High School Clarendon Business College Supreme Business College Level 6, 505 George Street Sydney, NSW 2000 Benchmark College Ground Floor, 331 High Street Sydney, NSW 2750 College of Sports & Fitness Level 6, 505 George Street Sydney, NSW 2000 RuralBiz Training 46 Wingewarra Street, Dubbo, NSW 2830 QUEENSLAND Brisbane School of Hairdressing Brisbane School of Barbering Brisbane School of Beauty Queen Adelaide Building 90-112 Queen Street Mall Brisbane, QLD 4000 Gold Coast School of Hairdressing Gold Coast School of Barbering Pivotal Point Tower 3/2 Nerang Street Southport, QLD 4215 VICTORIA Academies Australasia Polytechnic Skills Training Australasia Spectra Training Australia Vostro Institute of Training Australia Level 7, 628 Bourke Street Melbourne,VIC 3000 Discover English 247 Collins Street, Melbourne, VIC 3000 SOUTH AUSTRALIA Print Training Australia Unit 17, 169 Unley Road, Unley, SA 5061 WESTERN AUSTRALIA Language Links International 120 Roe Street, Perth, WA 6003 SINGAPORE Academies Australasia College 45 Middle Road, Singapore 1889954 ACADEMIES AUSTRALASIA GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2025 - 49 - 29. CONTROLLED ENTITY DISCLOSURE STATEMENT Academies Australasia Group Limited ABN 93 000 003 725 and Controlled Entities Consolidated Entity Disclosure Statement Name of entity Type of Entity % share capital Country of Incorporation Australian or foreign resident Academies Australasia Group Limited Body Corporate n/a Australia Australian ACA Investment Holdings Pte. Limited Body Corporate 100 Singapore Foreign (Singapore) Academies Australasia (Management) Pty Limited Body Corporate 100 Australia Australian Academies Australasia College Pte. Limited Body Corporate 100 Singapore Foreign (Singapore) Academies Australasia Hair & Beauty Pty Limited Body Corporate 100 Australia Australian Academies Australasia Institute Pty Limited Body Corporate 100 Australia Australian Academies Australasia Polytechnic Pty Limited Body Corporate 100 Australia Australian Academies Australasia Pty Limited Body Corporate 100 Australia Australian Academy of English Pty Limited Body Corporate 100 Australia Australian AKG Investment Holdings Pty Limited Body Corporate 100 Australia Australian AKG2 Investment Holdings Pty Limited Body Corporate 100 Australia Australian AKG3 Investment Holdings Pty Limited Body Corporate 100 Australia Australian AKG4 Investment Holdings Pty Limited Body Corporate 100 Australia Australian AKG5 Investment Holdings Pty Limited Body Corporate 100 Australia Australian AKG6 Investment Holdings Pty Limited Body Corporate 100 Australia Australian AKG7 Investment Holdings Pty Limited Body Corporate 100 Australia Australian AMC Training Pty Limited Body Corporate 100 Australia Australian AMI Education Pty Limited Body Corporate 100 Australia Australian Australian College of Technology Pty Limited Body Corporate 100 Australia Australian Australian Institute of Professional Studies Pty Limited Body Corporate 100 Australia Australian Australian International High School Pty Limited Body Corporate 100 Australia Australian Australian Trades Institute Pty Limited Body Corporate 100 Australia Australian Benchmark Resources Pty Limited Body Corporate 100 Australia Australian Centre for Australian Education Pte. Limited Body Corporate 100 Singapore Foreign (Singapore) Clarendon Business College Pty Limited Body Corporate 100 Australia Australian CLB Training & Development Pty Limited as trustee for the CLB Unit Trust Trustee 100 Australia Australian Discover English Pty Limited Body Corporate 100 Australia Australian International College of Capoeira Pty Limited Body Corporate 100 Australia Australian Humanagement Pty Limited Body Corporate 100 Australia Australian Kreate Pty Limited Body Corporate 100 Australia Australian Language Links International Pty Limited Body Corporate 100 Australia Australian Live. Laugh. Learn. Pty Limited Body Corporate 100 Australia Australian ACADEMIES AUSTRALASIA GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2025 - 50 - 29. CONTROLLED ENTITY DISCLOSURE STATEMENT (continued) Name of entity Type of Entity % share capital Country of Incorporation Australian or foreign resident Newco CLB Training & Development Pty Limited Body Corporate 100 Australia Australian Skilled Placements Pty Limited Body Corporate 100 Australia Australian Supreme Business College Pty Limited Body Corporate 100 Australia Australian Transformations – Pathways to Competence and Developing Excellence Pty Limited Body Corporate 100 Australia Australian Vostro Institute of Training Australia Pty Limited Body Corporate 100 Australia Australian ACADEMIES AUSTRALASIA GROUP LIMITED AND CONTROLLED ENTITIES DIRECTORS DECLARATION - 51 - The Directors of AKG declare that: 1. the financial statements and notes, set out on pages 14 to 50, are in accordance with the Corporations Act 2001 and (i) comply with Accounting Standards which, as stated in accounting policy Note 1 to the financial statements, constitutes explicit and unreserved compliance with International Financial Reporting Standards (IFRS); and (ii) give a true and fair view of the financial position as at 30 June 2025 and of the performance for the year ended on that date of AKG and the Group; and 2. the Consolidated Entity Disclosure Statement is true and correct (Note 29); and 3. the Chief Executive Officer and Group Finance Manager have each declared that: (i) the financial records of AKG and the Group for the financial year have been properly maintained in accordance with s 286 of the Corporations Act 2001; and (ii) the financial statements and notes for the financial year comply with Accounting Standards; and (iii) the financial statements and notes for the financial year give a true and fair view; and 4. in the Directors’ opinion, there are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due and payable. (See Note 1w). This declaration is made in accordance with a resolution of the Board of Directors. Dr John Lewis Schlederer Christopher Elmore Campbell Director Director 8 September 2025 ABN 60 063 687 769 | Pilot is a registered trade mark licensed to Pilot Partners | Liability limited by a scheme approved under Professional Standards Legislation Nexia International is a worldwide network of independent accounting and consulting firms. PILOT PARTNERS Chartered Accountants Level 10, 1 Eagle Street Brisbane QLD 4000 PO Box 7095 Brisbane QLD 4001 P +61 7 3023 1300 pilotpartners.com.au INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ACADEMIES AUSTRALASIA GROUP LIMITED OPINION We have audited the financial report of Academies Australasia Group Limited (“the Company”) and its subsidiaries (collectively with the Company “the Group”), which comprises the consolidated statement of financial position as at 30 June 2025, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, consolidated entity disclosure statement and the directors’ declaration. In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the Group’s financial position as at 30 June 2025 and of its financial performance for the year then ended; and (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001. BASIS FOR OPINION We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. KEY AUDIT MATTERS Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in -52- Liability limited by a scheme approved under Professional Standards Legislation forming our opinion thereon, and we do not provide a separate opinion on these matters. REASON FOR SIGNIFICANCE HOW OUR AUDIT ADDRESSED THE MATTER Risk of impairment of goodwill and intangible assets Goodwill and intangible assets comprise a significant portion of the Group’s total assets. The impairment assessment made by the Group for its goodwill and intangible assets relies upon significant judgements in respect of factors such as forecast cash flows, growth rates and economic and operational assumptions. Our audit considered whether the methodology and principles applied by the Group in their discounted cash flow model met the requirements of AASB 136 Impairment of Assets (“AASB 136”). Using our understanding of the nature of the Group’s business and the environment in which it operates, we assessed and tested the assumptions and methodologies used in the Group’s discounted cash flow model. In doing so: (a) We reviewed the Group’s impairment test, including an assessment of its arithmetical accuracy and conceptual soundness; (b) We assessed the basis for the Group’s expected future performance, including consideration of historical performance; (c) We assessed management explanations against available relevant data; (d) We compared the discount rate to available external data; (e) We assessed growth rates against recent historical rates performance and current actual revenue drivers; (f) We assessed the basis for terminal values and long-term growth rates against generally-accepted techniques and relevant external data; (g) We performed sensitivity analysis and evaluated whether a reasonable change in assumptions could cause the carrying amount of the CGU to exceed its recoverable amount; and (h) We also considered the adequacy of the relevant disclosures in the financial report. -53- Liability limited by a scheme approved under Professional Standards Legislation Going Concern During the year ended 30 June 2025, the Group incurred a net loss of $1.282m after asset impairments of $0.370m, and as of that date, the Group’s current liabilities exceed its current assets by $22.609m. As at 30 June 2025 the Group had cash and cash equivalents of $2.715m (excluding security deposits of $3.596m). For the year ended 30 June 2025, net cash provided by operating activities was $3.820m. The going concern assessment made by the Group relies upon significant judgements in respect of future cash flows as well as economic and operational assumptions. Using our understanding of the nature of the Group’s business and the environment in which it operates, we reviewed detailed information from management on the assumptions made in their assessment of the Group’s ability to continue as a going concern. In doing so: (a) We reviewed the Group’s cash flow forecast for the next 12 months, including an assessment of its arithmetical accuracy and conceptual soundness; (b) We assessed the reasonableness of the Group’s assumptions underlying the forecast against available information; (c) We performed analysis on the forecast to assess whether a reasonable change in assumptions could cast doubt on the Group’s ability to continue as a going concern; and (d) We reviewed the adequacy of the disclosures in the financial report in relation to going concern. OTHER INFORMATION The directors are responsible for the other information. The other information comprises the information included in the Group’s annual report for the year ended 30 June 2025, but does not include the financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. RESPONSIBILITIES OF THE DIRECTORS FOR THE FINANCIAL REPORT The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is -54- Liability limited by a scheme approved under Professional Standards Legislation necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the ability of the Group 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 has no realistic alternative but to do so. AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL REPORT Our objectives are to obtain reasonable assurance about whether the financial report as a whole is 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 the Australian Auditing Standards 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 this financial report. A further description of our responsibilities for the audit of the financial report is located at: http://www.auasb.gov.au/Home.aspx. This description forms part of our auditor’s report. REPORT ON THE REMUNERATION REPORT OPINION ON THE REMUNERATION REPORT We have audited the Remuneration Report included in pages 10 to 12 of the directors’ report for the year ended 30 June 2025. In our opinion, the Remuneration Report of Academies Australasia Group Limited, for the year ended 30 June 2025 complies with section 300A of the Corporations Act 2001. RESPONSIBILITIES The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. PILOT PARTNERS Chartered Accountants DANIEL GILL Partner Signed on 8 September 2025 Level 10 1 Eagle Street Brisbane Qld 4000 Liability limited by a scheme approved under Professional Standards Legislation -55- ACADEMIES AUSTRALASIA GROUP LIMITED AND CONTROLLED ENTITIES ADDITIONAL INFORMATION FOR A COMPANY LISTED ON THE ASX - 56 - Additional information required by the Australian Securities Exchange Limited and not shown elsewhere in this report is as follows. SUBSTANTIAL HOLDERS Ordinary Shares The relevant interests of substantial shareholders as at 5 September 2025 were: Shareholder No. of Shares Held % Mr Chiang Meng Heng a 51,185,961 38.60 Mr Christopher Elmore Campbell b 21,430,000 16.16 Jilcy Pty Ltd 17,650,000 13.31 Dr John Lewis Schlederer d 17,036,346 12.85 Andrew Low c 13,656,455 10.29 Eng Kim Low 7,648,232 5.77 a Includes 7,648,232 shares held by Eng Kim Low b Includes 17,650,000 shares held by Jilcy Pty Ltd and 1,700,000 shares held by Bankura Pty Ltd c Includes 1,529,474 shares held by Paris Pushkin Pty Ltd and 1,809,091 shares held by Mutual Trust Pty Limited. d 7,700,001 shares held by J&B Schlederer Pty Ltd and 9,336,345 shares held by Schlederer Nominees Pty Ltd VOTING RIGHTS Ordinary Shares At 5 September 2025 there were 397 holders of the ordinary shares of the Company. The voting rights attaching to the ordinary shares, set out in Articles 69 and 70 of the Company’s constitution, are: Article 69 “Subject to these Articles and any rights or restrictions for the time being attached to any class or classes of shares: (a) at meetings of members or classes of members each member entitled to attend and vote may attend and vote in person or by proxy, or attorney and (where the member is a body corporate) by representative; (b) on a show of hands, every Member present has 1 vote; (c) on a poll, every Member present has: (i) 1 vote for each fully paid share; …….” Article 70 “Where more than 1 joint holder votes, the vote of the holder, whose name appears first in the register of members shall be accepted to the exclusion of the others.” ACADEMIES AUSTRALASIA GROUP LIMITED AND CONTROLLED ENTITIES ADDITIONAL INFORMATION FOR A COMPANY LISTED ON THE ASX - 57 - 20 LARGEST SHAREHOLDERS AS AT 5 SEPTEMBER 2025 Registered Name No. Shares % 1 Mr Chiang Meng Heng 43,537,729 32.83 2 Jilcy Pty Ltd 17,650,000 13.31 3 Andrew Low 10,317,890 7.78 4 Schlederer Nominees Pty Ltd 9,336,345 7.04 5 J&B Schlederer Pty Ltd 7,700,001 5.81 6 Eng Kim Low 7,648,232 5.77 7 Gotterdamerung Pty Limited 3,724,114 2.81 8 Ms Gabriela Rodriguez Naranjo 2,600,000 1.96 9 Kin Group Pty Ltd 2,595,514 1.96 10 Mr Christopher Elmore Campbell 2,080,000 1.57 11 Mutual Trust Pty Ltd 1,809,091 1.36 12 Bankura Pty Ltd 1,700,000 1.28 13 Paris Pushkin Pty Ltd 1,529,474 1.15 14 DMX Capital Partners Limited 1,180,056 0.89 15 Salvage Pty Ltd 1,178,351 0.89 16 Vanward Investments Limited 1,020,103 0.77 17 Mr Bibhod Dotel 1,000,000 0.75 18 Ms Joanna Kelly 1,000,000 0.75 19 HSBC Custody Nominees (Australia) Limited 921,090 0.69 20 Sarah Rose Pty Ltd 800,595 0.60 119,328,585 89.98 HOLDING RANGE (SHAREHOLDERS) AS AT 5 SEPTEMBER 2025 Range No. Holders Total No. Shares % 1 - 1,000 65 33,523 0.03 1,001 - 5,000 139 383,661 0.29 5,001 - 10,000 58 438,250 0.32 10,001 - 100,000 80 3,258,040 2.46 100,001 + 55 128,500,993 96.90 397 132,614,467 100.00 UNMARKETABLE PARCELS AS 5 SEPTEMBER 2025 Minimum Parcel Size No. Holders Units Minimum $500 parcel at $0.11 per unit 4,546 190 347,994 ACADEMIES AUSTRALASIA GROUP LIMITED AND CONTROLLED ENTITIES ADDITIONAL INFORMATION FOR LISTED PUBLIC COMPANIES - 58 - CORPORATE INFORMATION DIRECTORS Dr John Lewis Schlederer Christopher Elmore Campbell Chiang Meng Heng Gabriela Del Carmen Rodriguez Naranjo Sartaj Hans COMPANY SECRETARIES Stephanie Noble Gabriela Del Carmen Rodriguez Naranjo REGISTERED OFFICE Academies Australasia Group Limited Level 6, 505 George Street Sydney NSW 2000 Australia Telephone: (02) 9224 5555 Facsimile: (02) 9224 5550 Email: companysecretary@academies.edu.au Web Site: www.academies.edu.au SHARE REGISTRAR Computershare Investor Services Pty Limited GPO Box 2975 Melbourne, VIC 3001 Australia Telephone: +61 (03) 9415 4000 Toll Free (Australia only): 1300 855 080 SECURITIES EXCHANGE The Company is listed on the Australian Securities Exchange. The Home Exchange is Sydney. ASX Code: AKG ACADEMIES AUSTRALASIA GROUP LIMITED AND CONTROLLED ENTITIES GLOSSARY - 59 - AAC Academies Australasia College Pte. Limited AAHB Academies Australasia Hair & Beauty Pty Limited AAI Academies Australasia Institute Pty Limited AAPoly Academies Australasia Polytechnic Pty Limited AASB Australian Accounting Standards Board or a numbered Standard issued by it ACT Australian College of Technology Pty Limited AIHS Australian International High School Pty Limited AKG Academies Australasia Group Limited – (ACN 000 003 725) AOE Academy of English Pty Limited ASIC Australian Securities and Investments Commission ASX Australian Securities Exchange BIT Bachelor of Information Technology BMC Benchmark Resources Pty Limited - trading as Benchmark College Board Board of Directors of AKG CBC Clarendon Business College Pty Limited College Subsidiary company of AKG that is licensed to operate as an education institution Company AKG Corporations Act Corporations Act 2001 (Cth) CRICOS Commonwealth Register of Institutions and Courses for Overseas Students CSF International College of Capoeira Pty Limited - trading as College of Sports & Fitness DE Discover English Pty Limited Directors Board of Directors of AKG EBITDA Earnings before interest, taxation, depreciation and amortisation EPS Earnings per share FVTPL Fair value through profit and loss FVOCI Fair value through other comprehensive income FY25 to FY31 Financial Year to 30 June 2025 to Financial Year to 30 June 2031, respectively ACADEMIES AUSTRALASIA GROUP LIMITED AND CONTROLLED ENTITIES GLOSSARY - 60 - Group AKG and all its subsidiaries GST Goods and Services Tax HE Higher Education IHEA Independent Higher Education Australia (Previous name: Council of Private Higher Education – COPHE) LLI Language Links International Pty Limited MIT Master of Information Technology NOSC New Overseas Student Commencement NPL National Planning Level OCI Other Comprehensive Income PCP Previous corresponding period PLAN Employee incentive plan PTA Humanagement Pty Limited – trading as Print Training Australia RBT Kreate Pty Limited – trading as RuralBiz Training ROUA Right of Use Assets RTO Registered Training Organisation SBC Supreme Business College Pty Limited Shares Fully paid ordinary shares in AKG SPT CLB Training & Development Pty Limited as trustee for the CLB Unit Trust - trading as Spectra Training Australia STA Transformations – Pathways to Competence and Developing Excellence Pty Limited - trading as Skills Training Australasia TAFE Technical and Further Education TEQSA Tertiary Education Quality and Standards Agency TPS Tuition Protection Scheme VET Vocational Education and Training VOS Vostro Institute of Training Australia Pty Limited

Continue reading text version or see original annual report in PDF format above