Aseana Properties LimitedLSE: ASPL

Annual Financial and Audit Report 2024

· Issued by Aseana Properties Limited


ASEANA PROPERTIES LIMITED ANNUAL REPORT 2024 CONTENTS 3

Corporate Information

4

Corporate Strategy

6

Chairman's Statement

10

Property Portfolio

11

Performance Summary

12

Financial Review

15

Corporate Social Responsibility

17

Board of Directors

19

Directors' Report

26

Report of Directors' Remuneration

28

Corporate Governance Statement

36

Independent Auditor's Report

FINANCIAL STATEMENTS 42

Consolidated Statement of Comprehensive Income

43

Consolidated Statement of Financial Position

45

Consolidated Statement of Changes In Equity

46

Consolidated Statement of Cash Flows

48

Notes to the Financial Statements

CORPORATE INFORMATION NON-EXECUTIVE CHAIRMAN

Mr Lim Tian Huat (Independent)

NON-EXECUTIVE DIRECTOR

Dato' Dr Thong Kok Cheong

EXECUTIVE DIRECTOR

Mr Leong Kheng Cheong

COMPANY SECRETARY AND REGISTERED OFFICE

ICECAP (Secretaries) Limited Osprey House, Old Street, St. Helier Jersey JE2 3RG

Channel Islands

WEBSITE

https://www.aseanapropertieslimited.com

LISTING DETAILS

Main Market of the London Stock Exchange under the ticker symbol ASPL

AUDITOR

PKF Littlejohn LLP 15 Westferry Circus London E14 4HD United Kingdom

FINANCIAL ADVISER

Allenby Capital Limited 5 St Helen's Place London EC3A 6AB United Kingdom

REGISTRAR

Computershare Investor Services (Jersey) Limited

Queensway House Hilgrove Street, St. Helier Jersey JE1 1ES

Channel Islands

CORPORATE STRATEGY KEY FACTS

Exchange : London Stock Exchange Main Market

Symbol : ASPL

Lookup : Reuters - ASPL.L Bloomberg - ASPL:LN

Domicile : Jersey

Shares Issued : 173,187,498* Shares Held in Treasury : 13,334,000 Voting Share Capital : 159,853,498 Share Denomination : US Dollars

Admission Date : 5 April 2007

*(includes 2 management shares of US$0.05 each in the capital of the company)

Aseana Properties Limited ("Aseana" or the "Company") is a company incorporated in Jersey and listed on the London Stock Exchange. Together with its subsidiaries (the "Group"), Aseana is focused on property development opportunities in Malaysia.

Prior to 1 October 2024, the routine operations of the Group were supervised by the Chairman and the Board (the "Previous Board"), supported by a small team of finance professionals directly engaged to manage the Group's finances and operations. A Divestment Director was also designated from among the Previous Board members, with a specific focus on selling the Group's remaining assets in accordance with the Divestment Policy (collectively referred to as the "Previous Management Team").

Between July 2024 and December 2024, significant changes occurred in the composition of the Board. These included the departures of Mr Robert Donald Minty (and his alternate director, Mr Mark George Nisbet), Mr Hock Chye Tan, Mr Nicholas John Paris, Mr Thomas Holland, Ms Helen Wong Siu Ming ("Helen Wong") and Ms Clare Mariam Binti Muhiudeen, as well as the appointments of current board members, Dato' Dr Thong Kok Cheong ("Dr Thong") and Mr Lim Tian Huat ("Mr Lim"). The small team of finance professionals and the divestment team also left the Group following Helen Wong's departure.

In the fourth quarter of 2024, the Group was barely operational, having been unable to recruit new professional managers and advisers due to the financial distress of the Company. During this period, the proposed sale of the Sandakan Hotel asset and the Harbour Mall Sandakan (together, the "Sandakan Assets") was aborted due to lack of progress with the purchaser (as announced by the Company on 9 October 2024). The aborted transaction intensified the need to recapitalise the Group's balance sheet. This led to ICSD Ventures Sdn Bhd, the owner of the Sandakan Assets and an ultimate subsidiary of the Group, being placed into receivership on 5 November 2024, following a default on a Medium Term Notes programme since 8 December 2023, rendering the outstanding principal sum of RM61.0 million (c.US$13.5 million) and accrued interests due and payable immediately.

During the same period, a credit facility with an outstanding principal sum of RM6.5 million (c.US$1.4 million), owing by another Group subsidiary, Amatir Resources Sdn Bhd, was also falling due. Notwithstanding these challenges, with effect from 16 December 2024, Mr Lim assumed the role of Independent Non-Executive Chairman and Dr Thong as a Non-Executive Director of the Company while Mr Leong Kheng Cheong assumed the role, on the Board of the Company, of Chief Executive

Director with effect from 10 February 2025 (together referred to as the "New Board"). The New Board have made relentless efforts to steer the Company and the Group in the right direction during this critical period and forward in order to preserve value for shareholders.

When the Company was launched in 2007, it was considered desirable for shareholders to have the opportunity to review the future of the Group at appropriate intervals. This review process enables the realisation of the Group's assets in a controlled, orderly and timely manner, with the objective of achieving a balance between periodically returning cash to shareholders and maximising the realisation value of the Company's investments. The Company will hold another discontinuation vote at general meeting to be convened by 30 May 2025.

In the meantime, the Group continues to pursue the disposal of its assets in a measured manner. There is no certainty as to the timeframe within which the divestments will be realised. The Directors note that viable alternative strategies to a wind-down remain available and they will continue to evaluate whether to propose the continuation of the current divestment strategy or a shift to an alternative strategy.

The Directors, after assessing the financial circumstances of the Company and the Group, consider that the financial statements should continue to be prepared on a non-going concern basis, consistent with prior year. For further details, please refer to Note 2.3 to the financial statements.

CHAIRMAN'S STATEMENT INTRODUCTION

I am pleased to report on the results of Aseana Properties Limited ("Aseana" or the "Company") and its subsidiaries (together with referred to as the "Group") for the financial year ended 31 December 2024 ("FY2024").

COMMENTARY ON THE YEAR

In January 2024, the Company reached a settlement with Ireka Corporation Berhad ("ICB"), the parent company of our former Development Manager, under which their debts to the Company were settled via a buyback of 38.8 million Aseana shares held by ICB together with its 30% stake in both Urban DNA Sdn Bhd and The RuMa Hotel Sdn Bhd, both of which relate to The RuMa Hotel and Residences in Kuala Lumpur. The repurchased shares were cancelled, resulting, at the time, in an increase in Net Asset Value ("NAV") per share for the remaining shares in the Company.

In March 2024, the Group entered into three short-term loan agreements for an aggregate amount of US$1.0 million (the "Directors' Loan"). The lenders included Ms Helen Wong Siu Ming, Ms Jenny Lee Gyn Li (spouse of a former Director of Aseana, Mr Thomas Holland) and RSMC Investment Inc. (collectively, the "Lenders"). The Directors' Loan was secured against 30 units of The RuMa Hotel suites (the "Charged Hotel Suites"), valued at US$6.6 million and owned by Urban DNA Sdn Bhd, an indirect subsidiary of the Company.

On 23 September 2024, the Group received letter of demand from the Lenders' solicitor, rendering the full principal and interest amounts under the Directors' Loan immediately due and payable. Subsequently, on 29 November 2024, a second legal letter was received alleging default in repayment and notifying that the Lenders would apply for an order to foreclose the Charged Hotel Suites. In response, the Group initiated legal proceedings in December 2024 against the Lenders, inter-alia, restraining the Lenders from commencing any foreclosure proceedings in respect of the Charged Hotel Suites. Further information on the said legal proceedings are covered in the Litigation section below and in the announcements previously announced by the Company on 27 December 2024 and 26 March 2025.

Meanwhile, the Medium Term Notes (the "MTN") issued by an indirect subsidiary of the Company, Silver Sparrow Bhd ("SSB") (collectively, the "SSB MTN") were due and defaulted on 8 December 2023. OCBC Bank (Malaysia) Bhd, Malayan Banking Bhd and Bank Pembangunan Malaysia Bhd (collectively, the "Guarantor Banks") paid a total of RM61.0 million (c.US$13.5 million) to Maybank Investment Bank Bhd ("MIBB" acting as the Facility Agent of the SSB MTN holders), consequently such monies were due and payable by SSB to the Guarantor Banks.

On 5 November 2024, pursuant to Debentures from SSB and ICSD Ventures Sdn Bhd ("ICSD") in favour of MIBB, a fixed and floating charge was created over the present and future assets and properties of both SSB and ICSD, KPMG Corporate Restructuring PLT was appointed as Receivers and Managers (the "R&M") over ICSD.

STRATEGIC PRIORITIES

The Group is clearly in a financially distressed situation, as has progressively been unveiled by the Company post departure of the Previous Management Team (as defined in the Corporate Strategy Section).

The business priorities of the Group are therefore preserving its limited cash balances, safeguarding ownership of the remaining assets to prevent destruction of value from distressed force sale activities and critically raising funds and bank refinancing to elevate the Group from its current financial distress position. Asset divestment remains a strategic option to the Board, but in a measured manner so as not to compromise shareholder value.

PERFORMANCE REVIEW

During FY2024, the Group recorded a net loss before taxation of US$5.5 million, compared to a net loss before taxation of US$10.7 million for the previous financial year ended 31 December 2023 ("FY2023"). The net loss attributable to equity holders was US$9.9 million for FY2024 (FY2023: net loss of US$8.7 million), and the loss per share as at 31 December 2024 was US cents 5.74 (31 December 2023: loss per share of US cents 4.39).

Our NAV per share as at 31 December 2024 fell to US$0.24 (31 December 2023: US$0.32).

Our net cash inflow for FY2024 was US$3.2 million (FY2023: net cash outflow of US$3.0 million) driven predominantly by an increase in net cash inflow from operating activities of US$5.1 million (FY2023: net cash outflow of US$5.5 million) offset by a cash outflow from investing and financing activities of US$3.3 million (FY2023: US$0.7 million) and foreign exchange effects of US$1.4 million (FY2023: US$ 3.2 million).

SANDAKAN ASSET DIVESTMENT UPDATE

On 30 June 2023, ICSD entered into a binding conditional agreement (the "Sandakan Transaction") to sell the Sandakan Hotel asset and the Harbour Mall Sandakan (together, the "Sandakan Assets"). Although the Sandakan Transaction was expected to be completed by 30 September 2023 upon certain conditions being met, it did not complete due to technical issues.

On 6 April 2024, a Supplemental Sale and Purchase Agreement was signed with the purchaser, primarily to extend the completion date in an effort to finalise the Sandakan Transaction.

On 26 July 2024, the Company announced that the completion of the Sandakan Transaction had been further delayed by the purchaser. The Sandakan Transaction was ultimately terminated as announced on 9 October 2024.

NON-GOING CONCERN STATUS OF THE COMPANY

The Company has been winding up its assets since May 2015. The Sandakan Transaction has, as announced on 9 October 2024 terminated. The SSB MTN which financed the Sandakan Assets has been in default since the capital was not repaid on the final repayment date of 8 December 2023. Consequently, on 5 November 2024, the R&M was appointed to ICSD.

Additionally, the Directors' Loan, raised by the Company in March 2024 was alleged to be in default on 29 November 2024, and the Lenders indicated their intention to apply for an order to foreclose, and force sell the Charged Hotel Suites.

Both the outstanding SSB MTN (RM61.0 million or c.US$13.5 million) and the Directors' Loan (US$1.0 million) were due and payable immediately. The Group was far from having sufficient cash to meet the repayment demands, as such, the financial situation as at end of 2024 was more severe than that of 2023.

Effective 16 December 2024, Mr Lim Tian Huat assumed the role of Independent Non-Executive Chairman and Dato' Dr Thong Kok Cheong was appointed as a Non-Executive Director of the Company while Mr Leong Kheng Cheong assumed the role, on the Board of the Company, of Chief Executive Director with effect from 10 February 2025 (together referred to as the "New Board"). The New Board have made relentless efforts to steer the Company and the Group in the right direction during this critical period and in the future.

In January 2025, Mr Leong Kheng Cheong was appointed as Chief Executive Officer ("CEO") to assist the New Board in, inter alia, executing fundraising exercises, i.e. share subscription by the strategic investor, Neuchatel Investment Holdings Limited ("Neuchatel"), and the disposal of treasury share in February 2025 and March 2025 respectively. These initiatives collectively raised approximately US$6.5 million for the Company. The proceeds have been used to partially repay the outstanding debts owed by ICSD, reducing the outstanding SSB MTN (principal) to RM37.0 million (c.US$8.2 million).

With the participation of Neuchatel, which brings the Group additional resources (e.g. business networks, banking relationships and financial advice) and working alongside the CEO and the operating teams of The RuMa Hotel and Residences and Harbour Mall Sandakan, the Group is now gaining momentum to execute plans to refinance the existing loans, re-open the Sandakan Hotel and further improving the operating performance of The RuMa Hotel and Residences. These efforts are expected to significantly restructure the Group's debt profile and enhance its underlying profitability and cash flow position. The Board is seeing promising early progress and confident that the Group's financial health will be resuscitated and emerge stronger.

Despite all the positive actions outlined and planned above (some of which have been completed, e.g. fundraising via shares allotment, treasury share sale, partial repayment of outstanding loans and extension of facilities and loan maturity dates), as at the date of approval of the 2024 annual financial report, a formal credit-approved Letter of Offer on new bank loan facilities has yet to be received. Consequently, MIBB has not removed the R&M from ICSD, and in fact, MIBB strictly maintains that the R&M will only be discharged once the defaulted debt (though now reduced) is fully repaid. Thus, the projected state of financial position is considered subject to uncertainty. Accordingly, the preparation of the 2024 financial statements have not been reverted to a going concern basis.

DIS-CONTINUATION VOTE IN MAY 2025

The Company is required to hold another dis-continuation vote by the end of May 2025 so that shareholders can vote on the future direction of the Company. The Directors therefore intend to hold a discontinuation vote at general meeting to be convened to be convened by 30 May 2025.

ACKNOWLEDGMENTS

I would like to extend my sincere thanks to my colleagues on the Company's Board, the staff operating at the Group level and the teams working across each of our properties for their tireless efforts on behalf of the Group and its shareholders. I also wish to acknowledge our external advisors and service providers, whose continued support and expertise have been invaluable to the Company.

LIM TIAN HUAT

Chairman

12 May 2025

PROPERTY PORTFOLIO AS AT 31 DECEMBER 2024

Project Type Effective

Ownership

Approximate

Gross Floor Area

(sq m)

Approximate Land Area

(sq m)

The RuMa Hotel and Residences Luxury residential

Kuala Lumpur, Malaysia tower and bespoke

100.0%

40,000

4,000

hotel

Sandakan Harbour Square Hotel and retail mall

100.0%

126,000

48,000

Completed projects

Sandakan, Sabah, Malaysia

Undeveloped projects

Kota Kinabalu Seafront resort & residences

Land parcel approved for development of:

  1. Boutique resort hotel and resort villas

  2. Resort homes

80.0% n/a 172,900

PERFORMANCE SUMMARY

Year ended

Year ended

31 December 2024

31 December 2023

Total Returns since listing

Ordinary share price

-90.75%

-91.50%

FTSE All-share index

34.21%

27.02%

FTSE 350 Real Estate Index

-38.83%

-54.13%

One Year Returns

Ordinary share price

8.82%

-39.29%

FTSE All-share index

5.57%

3.85%

FTSE 350 Real Estate Index

-13.51%

7.85%

Capital Values

Total assets less current liabilities (US$ million)

77.13

98.13

Net asset value per share (US$)

0.24

0.32

Ordinary share price (US$)

0.09

0.085

FTSE 350 Real Estate Index

372.14

430.26

Debt-to-equity ratio

Debt-to-equity ratio 1

67%

54%

Net debt-to-equity ratio 2

50%

47%

Loss Per Share

Loss per ordinary share - basic (US cents)

(5.74)

(4.39)

- diluted (US cents)

(5.74)

(4.39)

Notes:

1Debt-to-equity ratio = (Total Borrowings ÷ Total Equity) x 100%

2Net debt-to-equity ratio = (Total Borrowings less Cash and Cash Equivalents ÷ Total Equity) x 100%

FINANCIAL REVIEW INTRODUCTION

The Group recorded a net loss before taxation of US$5.5 million for the financial year ended 31 December 2024 ("FY2024"), compared to a net loss before taxation of US$10.7 million for the financial year ended 31 December 2023 ("FY2023"). The improvement was primarily due to foreign exchange gains and revenue contributions from The RuMa Hotel and Residences and the Harbour Mall Sandakan.

STATEMENT OF COMPREHENSIVE INCOME

The Group recognised revenue of US$2.9 million in FY2024 (FY2023: US$1.2 million). Revenue of US$35.7 million has been deferred until control of sold units in the leaseback program is transferred to the respective buyers.

The Group recorded a net loss before taxation of US$5.5 million in FY2024 (FY2023: US$10.7 million). Net loss attributable to equity holders of the parent company was US$9.9 million in FY2024 (FY2023: loss of US$8.7 million), largely attributable to the write-off of deferred tax assets and the recognition of agency fees relating to the sale of The RuMa Residence units.

The Group recorded a consolidated comprehensive loss of US$11.9 million in FY2024 (FY2023: US$11.2 million), which included a foreign exchange loss of US$2.0 million (FY2023: US$0.8 million).

Basic and diluted loss per share were both US cents 5.74 in FY2024 (FY2023: US cents 4.39).

STATEMENT OF FINANCIAL POSITION

Total assets as at 31 December 2024 were US$129.8 million (31 December 2023: US$137.4 million), representing a decrease of US$7.6 million, primarily due to the write-off of deferred tax assets and an impairment of long outstanding receivables.

Total liabilities as at 31 December 2024 were US$88.1 million (31 December 2023: US$80.9 million), representing an increase of US$7.2 million, mainly due to a US$10.6 million increase in trade and other payables.

The Group's Net Asset Value per share as at 31 December 2024 was US$0.24 (31 December 2023: US$0.32).

CASH FLOW AND FUNDING

Cash generated from operations before interest and tax payments was US$8.6 million (FY2023: net cash used of US$2.6 million).

Cash used in investing activities was US$0.03 million (FY2023: US$0.02 million).

Some of the Group's borrowings were repaid during the year. As at 31 December 2024, the Group's gross borrowings stood at US$28.1 million (31 December 2023: US$30.7 million). The net debt-to-equity ratio was 49.5% (31 December 2023: 46.9%).

Finance income for FY2024 was US$0.1 million (FY2023: US$1.9 million). Finance costs were US$3.7 million in FY2024 (FY023: US$2.9 million), mostly incurred by the Group's operating assets.

EVENTS AFTER STATEMENT OF FINANCIAL POSITION DATE

Fundraising by Issuance of New Ordinary Shares (the "Private Placement")

On 6 January 2025, the Company entered into a conditional subscription agreement (the "Subscription Agreement") with Neuchatel Investment Holdings Limited (the "Subscriber" or "Neuchatel") for the subscription of new ordinary shares of US$0.05 each in the Company (the "Subscription Shares"). Under the Subscription Agreement, the Subscriber, and any parties deemed to be acting in concert (as defined under the UK Takeover Code) with the Subscriber, agreed to subscribe for such number of Subscription Shares in the Company constituting up to 29.9% of the Company's issued share capital, as enlarged by the Subscription, at a subscription price of US$0.08 per Subscription Share (the "Subscription").

A circular in relation to the Private Placement was published on 21 January 2025 and a general meeting was held on 24 February 2025, at which shareholders approved the allotment of 68,190,000 ordinary shares at an issue price of US$0.08 each to the Subscriber.

The subscription amount of US$5.45 million was received on 27 February 2025 and predominantly all of such proceeds were applied to partially settle the outstanding Medium Term Notes (the "MTN") issued by the Company's indirect subsidiary, Silver Sparrow Bhd, on 4 March 2025.

Sale of Treasury Shares

On 17 March 2025, the Company entered into an agreement to raise approximately US$1.07 million (before expenses) by way of a private placement of 13,334,000 existing ordinary shares of US$0.05 each in the capital of the Company held in treasury by the Company (the "Treasury Shares") at a price of US$0.08 per share (the "Treasury Share Placement").

The Treasury Shares represented 5.52 per cent of the enlarged issued share capital of the Company after the Private Placement and following completion of the Treasury Share Placement, the Treasury Shares were no longer held in treasury by the Company.

The net proceeds of the Treasury Share Placement are being utilised to address the Group's ongoing financial challenges, particularly to repay outstanding bank facilities and forestall foreclosure actions initiated by the Receivers and Managers of ICSD, which owns the Sandakan Hotel asset and the Harbour Mall Sandakan and was placed into receivership on 5 November 2024.

The gross proceeds of US$1.07 million were received by the Company on 19 March 2025, and this is being utilised to facilitate the debt refinancing exercise and to also fund the associated transaction fees.

Sale of The RuMa Residences Units

During FY2024, the Group completed the Sale and Purchase Agreements for seven (7) units at The RuMa Residences, generating a gross consideration of RM13.1 million (approximately US$2.9 million).

In addition, Sale and Purchase Agreements for the sale of sixteen (16) more units at The RuMa Residences would be completed by the end of June 2025, with a gross consideration of RM23.3 million (approximately US$5.3 million), which would be used towards redeeming the commercial paper and/or MTN.

Potensi Angkasa ("PASB") Commercial Paper and/or MTN (collectively the "PASB MTN")

18 tranches of the PASN MTN with principal amount of RM17.1 million (c.US$3.8 million), underpinned by security charges over The RuMa Residences which have their maturity dates falling due in February, March and April 2025 respectively, have successfully secured an 180-day maturity dates extension from the noteholders and trustee.

DIVIDEND

No dividend was declared or paid in the financial years 2024 and 2023.

PRINCIPAL RISKS AND UNCERTAINTIES

A review of the principal risks and uncertainties facing the Group is set out in the Directors' Report of the Annual Report.

TREASURY AND FINANCIAL RISK MANAGEMENT

The Group undertakes risk assessments and identifies the principal risks that affect its activities. The responsibility for the management of each key risk has been clearly assigned and is overseen by the Board of Directors, who are closely involved in the day-to-day operation of the Group.

A comprehensive discussion on the Group's financial risk management policies is included in the notes to the financial statements of the Annual Report.

LIM TIAN HUAT

Director

12 May 2025

CORPORATE SOCIAL RESPONSIBILITY ("CSR")

Aseana Properties Limited ("Aseana" or the "Company", and together with its subsidiaries, the "Group") is committed to creating a positive impact on both the environment and the communities in which it operates. The Company believes that being socially and environmentally responsible is not only the right course of action, but also essential to delivering long-term value for all stakeholders.

The Group's approach to corporate citizenship is guided by six core principles, which underpin its commitment to ethical governance, environmental stewardship, employee well-being and social contribution.

Managing Corporate Responsibility

The Board of Directors ("Board") oversees Aseana's CSR framework through established corporate-level policies and standards. These mechanisms ensure that the Group operates responsibly, ethically and legally, while protecting and enhancing both its reputation and shareholder value. CSR is embedded within the Group's broader sustainability and risk management strategy.

Employees

Recognising the evolving challenges in today's economic landscape, Aseana is committed to fostering a supportive, inclusive and respectful workplace. The Board ensures that all employees are treated fairly and with dignity, as this not only enhances their well-being but also drives productivity, creativity and innovation.

Health and Safety

Occupational health and safety remain top priorities for Aseana. The Group strives to provide a safe and healthy working environment by prioritising the regular maintenance of plants, equipment and systems, and by ensuring that employees receive the necessary training and supervision to manage workplace risks safely and responsibly.

Stakeholders

Aseana values transparent, open and meaningful engagement with all its stakeholders, including clients, investors, partners and the wider public. The Company maintains stakeholder engagement through various channels such as events, roadshows, briefings, conference calls and the timely release of announcements and the publication of annual reports. Stakeholders can also access corporate updates and information via Aseana's website at https://www.aseanapropertieslimited.com.

Environmental Management

Aseana continues to adopt and promote environmentally responsible practices throughout its operations. A prime example of this commitment is The RuMa Hotel and Residences ("The RuMa"), the Group's flagship hospitality asset in Kuala Lumpur, which continues to set benchmarks in sustainable luxury.

In 2024, The RuMa reaffirmed its leadership in sustainable tourism by successfully completing its second-year surveillance audit under the Global Sustainable Tourism Council (GSTC) framework -an internationally recognised standard that assesses environmental, cultural and social sustainability. The RuMa remains the first hotel in Peninsular Malaysia to be awarded this prestigious certification.

Sustainable Operations and Innovation

Throughout 2024, The RuMa implemented a range of impactful environmental and social initiatives, including:

  • Replacing plastic water bottles in guest rooms and meeting areas with reusable glass bottles.

  • Upgrading to refillable, larger-sized bathroom amenities sourced from local suppliers to reduce packaging waste.

  • Converting guest room vanity lights to energy-efficient LEDs, contributing to a 10% reduction in electricity usage, lowering consumption to 86 kilowatt-hours per occupied room.

  • Installing dual-flush toilets and Twin Oxide water treatment systems, reducing water consumption to 1,179 litres per occupied room and enabling reuse in landscaping.

  • Launching composting of coffee grounds and reusing orange peels to reduce food waste.

  • Implementing the Winnow system, a smart technology solution for tracking and reducing food waste in the kitchen.

  • Replacing plastic straws with biodegradable alternatives and transitioning to biodegradable bedroom slippers.

    In addition to these operational improvements, The RuMa maintains the following:

  • Car park that includes charging stations for hybrid and electric vehicles.

  • Contactless, ticketless parking system, enhancing convenience and reducing paper waste.

  • Continue to digitise internal paperwork and workflows to further reduce the property's environmental footprint.

    Community Engagement

    Aseana is deeply committed to giving back to the communities in which it operates. In 2024, The RuMa's team contributed a total of 467 volunteer hours, significantly exceeding the annual target of 300 hours and the notable initiatives included:

  • The Back-to-School CSR programme, which provided educational supplies and support to underprivileged children in collaboration with local orphanages.

  • A continued partnership with Kebun Kebun Bangsar, promoting urban farming, environmental awareness, and sustainable community practices.

Looking Forward

The year 2024 marked significant progress across Aseana's environmental, social, and governance agenda. The RuMa Hotel and Residences continues to serve as a model for sustainable hospitality in the region, demonstrating that luxury and environmental responsibility can coexist. As the Group moves forward, it remains dedicated to strengthening its CSR initiatives and ensuring that its business practices generate lasting, positive impact for people, the planet, and its stakeholders.

BOARD OF DIRECTORS LIM TIAN HUAT

NON-EXECUTIVE INDEPENDENT CHAIRMAN

Lim Tian Huat was appointed as an independent non-executive director of the Company on 30 September 2024. He established his own firm in 2010 after his retirement from Ernst & Young ("EY"). He was a partner in EY (2002 - 2009), in charge of Restructuring and Insolvency. Prior to that he was with Arthur Andersen (1979 - 2001), for the first 7 years in Assurance before focusing on Restructuring and Insolvency. He became a partner of Arthur Andersen in 1990, and led the Global Corporate Finance practice, including Restructuring and Insolvency.

Tian Huat has over 40 years' experience in assurance, corporate advisory, restructuring and insolvency. He was appointed by the Domestic Trade Minister to be a member of the Corporate Law Reform Committee ("CLRC") under the purview of the Companies Commission of Malaysia. CLRC's objective was to update and modernize Companies Act 1967 which resulted in Companies Act 2016. He was appointed as Commissioner to the United Nations Compensation Commission for a period of 5 years from 1998 to 2002. He co-authored a book entitled "The Law and Practice of Corporate Receivership in Malaysia and Singapore".

DATO' DR THONG KOK CHEONG

NON-EXECUTIVE DIRECTOR

Dato' Dr. Thong was appointed as a non-executive director on 09 July 2024. He has considerable experience in upstream business of exploration, production of oil and gas, and downstream oil business in refining, supply and trading. He was appointed Chief Corporate Planner for the Shell Group of Companies in Malaysia from 1991 to 1993. After that he left to start his own business in property development, manufacturing and trading. Dato' Dr. Thong was appointed to the Board of Directors of Jasa Megah Industries Berhad, and Insas Berhad in 1993. He retired from the two companies in 2000.

His current interests are in consultancy, property development and investment. Currently he is a director of Grand Battery Technologies Berhad. He graduated from the Imperial College of Science and Technology, University of London, with First Class Honors in Chemical Engineering in 1968, and obtained his PhD in 1971. He received the RH Gummer prize for 1969/70 for his research work in combustion and has published papers in the Proceedings of the Royal Society, UK, Institute of Chemical Engineering, UK and Journal of Physics, UK. He was also a founding member and former President of the Imperial College Alumni Malaysia. As at the end of 2024, Dato' Dr. Thong held a 7.5% shareholding interest in the Company.

.

LEONG KHENG CHEONG

DIRECTOR AND CHIEF EXECTIVE OFFICER

Leong Kheng Cheong (KC) was first appointed as the non-board Chief Executive Officer of the Company effective 1 January 2025, then followed by the appointment as a Director on 10 February 2025. KC, a fellow member of the CPA Australia, brings with him over 28 years of finance and strategic leadership experience across diversified industries in FMCG & luxury retailing, commercial property development & management, automotive distribution and financial institutions across Hong Kong, Mainland China and Southeast Asia. He has held senior positions in reputable multinational corporations prior to the appointment, most recently the Finance Director, Group Planning & Reporting of the DFI Retail Group (a pan-Asian retail conglomerate of the Jardines Group) in Hong Kong, as well as the Financial Planning & Analysis Director of Tesco Property Limited (a subsidiary of Tesco Plc) in China. DIRECTORS' REPORT

The Directors present their report together with the audited financial statements of Aseana Properties Limited (the "Company") and its subsidiaries (together with referred to as the "Group") for the year ended 31 December 2024.

PRINCIPAL ACTIVITIES

The principal activities of the Group were the development of upscale residential and hospitality projects in Malaysia. The Group's immediate focus is to resolve the debt situation, particularly with the SSB MTN being in default. The Group is also focused on carrying out its divestment program for certain Malaysian assets, to repay its debts.

BUSINESS REVIEW AND FUTURE DEVELOPMENTS

The consolidated statement of comprehensive income for the year is set out on page 42. A review of the development and performance of the business has been set out in the Chairman's Statement and the Financial Review reports.

OBJECTIVES AND STRATEGY

When the Company was launched in 2007, the Board considered it desirable that Shareholders should have an opportunity to review the future of the Company at appropriate intervals. The Company will hold another discontinuation vote at a general meeting in May 2025, meanwhile the Company's business priorities are therefore to preserve its limited cash balances, safeguard ownership of the remaining assets to prevent destruction of value from distressed force sale activities, continue to drive the sale of residences, and critically raise funds and bank refinancing to elevate the Group from its current financial distress position.

Asset divestment remains a strategic option to the Board, but in a measured manner for not compromising shareholders value.

PRINCIPAL RISKS AND UNCERTAINTIES

The Group's business is property development in Malaysia. Thus, its principal risks are related solely to the property market in Malaysia. More detailed explanations of these risks and the way they are managed are contained under the heading of Financial Risk Management Objectives and Policies in Note 4.1 to the financial statements.

Other risks faced by the Group predominantly in Malaysia where all the key assets are held, include the following:

Economic

Inflation, economic recessions and movements in interest rates could affect property development activities.

Strategic

Incorrect strategy, including timing, could lead to poor returns for shareholders.

Regulatory

Breach of regulatory rules could lead to suspension of the Company's Stock Exchange listing and financial penalties.

Law and regulations

Changes in laws and regulations relating to planning, land use, development standards and ownership of land could have adverse effects on the business and returns for the shareholders.

Tax regimes

Changes in the tax regimes could affect the tax treatment of the Company and/or its subsidiaries in these jurisdictions.

Management and control

Changes that cause the management and control of the Company to be exercised in the United Kingdom could lead to the Company becoming liable to United Kingdom taxation

on income and capital gains.

Operational

Failure of the Company's internal financial reporting system and disruption to the business, or to that of third party service providers, could lead to an inability to provide accurate reporting and monitoring leading to a loss of confidence from the shareholders.

Financial

Inadequate controls by the Company or third party service providers could lead to a misappropriation of assets. Inappropriate accounting policies or failure to comply with accounting standards could lead to misreporting or breaches of regulations or a qualified audit report.

Liquidity

The absence of sufficient incoming cash flows from asset disposals or operating income may adversely impact the Group's ability to continue funding ongoing activities and liabilities as they fall due.

Refinancing

The Group has overdue Medium Term Notes, and its continued financial viability is dependent on either restructuring existing debt or securing alternative funding arrangements. In the current financial position, there is a heightened risk that the Group may not be able to refinance its obligations on acceptable terms, which could lead to further

enforcement action or the disposal of assets at suboptimal valuations.

Human Resource

The uncertainty arising from the Group's non-going concern position and a key asset (Sandakan, held by ICSD Ventures Sdn Bhd) being placed in receivership has made it increasingly difficult to attract and retain experienced personnel. The inability to secure the right talent may hinder the Group's capacity to manage its operations effectively, support restructuring initiatives, or preserve asset value.

The Board seeks to mitigate and manage these risks through continual review, policy setting and enforcement of contractual rights and obligations. It also regularly monitors the economic and investment environment in Malaysia, its only remaining market. Details of the Group's internal controls are described on page 33.

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