Annual and transition report of foreign private issuers [Sections 13 or 15(d)]

BUSINESS COMBINATIONS (Tables)

v3.25.4
BUSINESS COMBINATIONS (Tables)
12 Months Ended
Dec. 31, 2025
IfrsStatementLineItems [Line Items]  
SCHEDULE OF NON CONTROLLING INTERESTS

The subsidiary that has non-controlling interests (NCI) that are considered material to the Group and additional disclosures on them are presented below.

 

    2025  
Name of the subsidiary:        
ProEd Global School   $ 1,921,569  
         
Profit for the year allocated to NCI of the subsidiary     (670,895 )
Accumulated NCI of the subsidiary at the financial year end   $ 1,250,674  
SCHEDULE OF FINANCIAL INFORMATION

The summarised financial information of the subsidiary (not adjusted for the percentage ownership held by the group and amounts before inter-company eliminations) is as follows:

 

         
Current assets   $ 2,310,273  
Non-current assets     5,578,600  
Current liabilities     (4,230,378 )
Loss for the financial year     (229,039 )
Operating cash flows, increase     225,891  
Investing cash flows, increase    

-

 
Financing cash flows, decrease    

-

 
Net increase in cash   $ (3,148 )
Entrepreneurs resorts limited [member]  
IfrsStatementLineItems [Line Items]  
SCHEDULE OF THE ALLOCATION OF PURCHASE CONSIDERATION TO THE FAIR VALUE OF IDENTIFIABLE ASSETS ACQUIRED AND LIABILITIES

SCHEDULE OF THE ALLOCATION OF PURCHASE CONSIDERATION TO THE FAIR VALUE OF IDENTIFIABLE ASSETS ACQUIRED AND LIABILITIES 

   

Fair value on acquisition

 
Purchase price        
Fair value of share considerations   $

44,250,000

 
Total purchase price     44,250,000  
         
Acquired cash     961,424  
Trade and other receivable     252,706  
Inventory     156,328  
Prepaid expenses and other current assets     945,476  
Property, plant and equipment, net     6,753,000  
Intangible assets     2,300,000  
Trade payable, accrued expenses and other liabilities     (670,670 )
Other non-current liabilities     (104,806 )
Long term borrowings and lease liabilities     (2,876,966 )
Deferred tax liability     (1,020,211 )
Net Identifiable Assets     6,696,281  
         
Goodwill   $ 37,553,719  
SCHEDULE OF ACQUISITION METHOD OF ACCOUNTING

The Acquisition was accounted for using by the acquisition method of accounting.

 

SCHEDULE OF ACQUISITION METHOD OF ACCOUNTING

    USD  
Consideration transferred        
Cash paid   $ -  
         
Effect on cash flows on the Group        
         
Cash paid     -  
Less: Cash and cash equivalents in subsidiary acquired     (961,424 )
Cash inflow on acquisition   $ 961,424  

Pro education [member]  
IfrsStatementLineItems [Line Items]  
SCHEDULE OF THE ALLOCATION OF PURCHASE CONSIDERATION TO THE FAIR VALUE OF IDENTIFIABLE ASSETS ACQUIRED AND LIABILITIES

SCHEDULE OF THE ALLOCATION OF PURCHASE CONSIDERATION TO THE FAIR VALUE OF IDENTIFIABLE ASSETS ACQUIRED AND LIABILITIES 

   

Fair value on acquisition

 
Purchase price        
Cash paid   $ 1,000,000  
Cash to be paid by first quarter of 2026   1,000,000  
Total purchase price     2,000,000  
         
Acquired cash     96,661  
Trade and other receivable     2,069,362  
Prepaid expenses and other current assets     382,235  
Property, plant and equipment, net     3,922,908  
Construction in progress     186,017  
Operating right of use asset     1,551,151  
Intangible assets     1,400,000  
Trade payable, accrued expenses and other liabilities     (3,836,882 )
Long term borrowings and lease liabilities     (6,279,361 )
Deferred tax liability     (308,000 )
Net Identifiable Assets     (815,909 )
         
Add: Non-Controlling interest     1,921,569  
         
Goodwill   $ 4,737,478  
SCHEDULE OF ACQUISITION METHOD OF ACCOUNTING

The Acquisition was accounted for using by the acquisition method of accounting.

 

SCHEDULE OF ACQUISITION METHOD OF ACCOUNTING

    USD  
Consideration transferred        
Cash paid   $ 1,000,000  
         
Effect on cash flows on the Group        
         
Cash paid     (1,000,000 )
Less: Cash and cash equivalents in subsidiary acquired     96,661  
Cash outflow on acquisition   $ 903,339