Fairview International PLC | Annual Report 2025

Annual report for the year ended 30 June 2025 for Fairview International PLC

CONTENTS Page

COMPANY INFORMATION

Directors:

Ngook For Chian (known as Daniel Chian)

Lim Hun Soon (known as David Lim)

Jeffrey Raymond Beard

Maurice James Malcolm Groat

Robin Stevens

Executive Chairman

Non-Executive Director

Secretary:

MSP Secretaries Limited

Eastcastle House

27/28 Eastcastle Street

London W1W 8DH

Registered Office: Eastcastle House

27-28 Eastcastle Street

London W1W 8DH

Registered Number:

15528502

Auditors: Macalvins Accountants

7 St John's Road

Harrow HA1 2EY

Registrars: Share Registrars Limited

3 The Millennium Centre

Crosby Way Farnham

Surrey GU9 7XX

Bankers: Maybank London

77 Queen Victoria Street

London EC4V 4A

Contact details: Tel: +44 208 523 2828

Email: info@fairviewplc.uk

Company website: www.fairviewplc.uk

CHAIRMAN’S STATEMENT

Fairview International PLC | Annual Report 2025

CHAIRMAN’S STATEMENT

For the period ended 30 June 2025

It is a pleasure to present our maiden

annual report and accounts since joining

the London Stock Exchange in October

2024. Our IPO marked a significant

milestone in the development of Fairview

International PLC (“Fairview” or the

“Company”). We are one of very few

companies from Malaysia to achieve this

feat and, likewise, one of very few

international school businesses to be

quoted on a global stock exchange. The

exposure that this has given us, as well as

the validation of the quality of our

management, should not be

underestimated and we are already seeing

how this distinction is benefitting our

schools.

Consolidated revenue for the year ended

30 June 2025 was £5.34 million, an

improvement of 6% on the prior year to 30

June 2024 of £5.01 million as the benefits

of higher average fees across the

Company’s two schools in Malaysia take

effect. Alongside these fee increases, our

continued focus on management of its

operating and administrative cost base are

improving margins.

Profit before tax and exceptional items for

the year ended 30 June 2025 was £2.18

million (2024: £1.90 million). Exceptional

costs of £0.88 million in aggregate (2024:

£nil) related to the costs associated to the

Company’s IPO and those related to the

pre-IPO group reconstruction. Profit

before tax for the year was £1.30 million

(2024: £1.90 million) and profit after tax

was £0.75 million (2024: £1.34 million)

One of our most significant KPIs is student

numbers. As of 30 September 2025, total

headcount stood at 727 - up 4.9% from 693

September 2024. New enrolments for the

academic year ending 30 June 2026 are

currently 212, compared to 186 at the

same time last year. The Company has

increased its investment in marketing and

recruitment and anticipates continued

gains as the academic year progresses.

Coupled with sustained fee growth, this

positions Fairview for ongoing expansion.

This success in forthcoming enrolments

and applications is particularly pleasing

given the increased resources we have put

into marketing our schools since our

IPO. It is clear now that these initiatives

are bearing fruit.

Of the Company’s current total

enrolments, 37% of students are in the

Primary Years Programme, 56% in the

Middle Years Programme and only 7% in

the IB Diploma Programme. This weighting

to younger students gives the board

confidence that Fairview’s “customer

base” is robust with such a large

proportion of its students with many years

of education still to complete.

Both of Fairview's schools have the ability

to take on greater numbers of students,

with overall capacities of 1,500 and 750 in

Kuala Lumpur and Johor Bharu

respectively. With the Company therefore

only operating at around one third of its

maximum capacity, but nevertheless

trading profitably, the economies of scale

that exist within our business model will be

apparent to our shareholders and

underpins our plans for organic expansion.

CHAIRMAN’S STATEMENT

Fairview International PLC | Annual Report 2025

The Company expects to benefit in

particular from the roll out and

development of the Johor-Singapore

Special Economic Zone (“JSSEZ”) that

commenced with a memorandum of

understanding signed in January 2024.

Whereas the exact timing and extent of

the outcomes from the JSSEZ initiatives

cannot be accurately determined at this

stage, the expansion and acceleration in

economic growth and development in

Johor Bahru is assured. This provides

opportunities for investment and for

population growth leading to a greater

demand for the international education,

and the possibility of the entering into a

development project on its Johor Bharu

property, which has land surplus to its

immediate educational needs.

Fairview's academic results continue to be

a key differentiator. For the sixth

consecutive year, the Kuala Lumpur

campus was ranked in the top 100 IB

schools globally and second in Malaysia. All

students passed the IB Diploma

Programme, with an average score of

34.53 - well above the global average of

approximately 30. In the Middle Years

Programme, Kuala Lumpur and Johor

Bahru reported record scores of 5.07 and

5.47 respectively (compared to a global

average of approximately 4.8). These

outcomes strengthen Fairview's appeal to

both students and parents.

We are mindful that Fairview offers very

attractive education costs alongside

delivering a leading International

Baccalaureate (“IB”) curriculum and this

competitive pricing model does provide us

with opportunities to effect increases in

school fees in future financial years in line

with cost increases. Other international

schools may not have that flexibility. It is

well publicised in the United Kingdom for

example that schools are needing to cut

costs to balance the VAT and National

Insurance burdens imposed on

them. Eventually cost cuts reach the

school's facilities thereby, potentially,

impacting what they can deliver to their

students. Fairview, in contrast, is less

impacted by such restrictions.

By their nature, schools have a long-term

relationship with their customers - namely

families - and it has always been Fairview's

policy to support and reward our students

through bursaries, scholarships and

academic awards. We are confident that

these gestures are repaid both through the

ongoing loyalty of our customer base and

the reputation this affords us in the

communities that we serve.

It is inevitable that this period's accounts

would reflect the IPO and the impact on

our bottom line was mainly due to non-

recurring administrative expenses

amounting to £0.88 million. Outside of

these one-off transactional costs, the

Board continues to manage its budget

tightly and the Company benefits from

resource sharing within the Fairview

network.

Benefits of the Fairview International

Schools Network

Currently the Fairview International

schools network (the “Fairview Network”)

consists of six schools, of which five are

located in Malaysia and one in the United

Kingdom. The two schools acquired by the

Company are part of this network and

accordingly benefit from several

advantages:

CHAIRMAN’S STATEMENT

Fairview International PLC | Annual Report 2025

Academic Excellence through International

Baccalaureate education: The Fairview

Network’s market position as the first

educational organisation in Malaysia to

offer an uninterrupted IB continuum

programme for ages 5 to 18 sets it apart

from competitors. Additionally, academic

excellence is evidenced in its student

outcomes ranking in the top 1% of IB

World schools for the Diploma Programme

for four consecutive years as well as both

Fairview KL and Fairview Johor exceeding

the Middle Years world average scores.

Proprietary educational programmes: The

Fairview Network’s intellectual property

centres on its differentiated educational

approach, proprietary educational

programmes, management systems,

quality assurance processes and

incorporates the BeED LMS. Specifically,

the Fairview Network’s distinctive

academic programmes, such as the Falcons

Leadership Programme, ToolBox Skills

Programme, and character education,

provide students with a well-rounded

education that goes beyond academics. As

these programmes are measured and

benchmarked, their integration into the

curriculum to ensure a systemised

development of skills alongside knowledge

acquisition differentiates the Fairview

Network from competing schools. These

proprietary assets contribute to the

academic distinctiveness, academic

effectiveness and operational efficiency of

the schools.

Outdoor Experiential Learning: By

providing students with opportunities to

apply classroom knowledge to real-world

experiences through annual international

expeditions and study camps at its

outdoors education centre, the Fairview

Network differentiates itself from

competitors as these experiences become

platforms for students to create relevancy

and contextualise their learning; the

foundations of personalised learning.

Financial Efficiency and Academic

Effectiveness: The Fairview Network’s

strong financial performance and

academic excellence, as demonstrated by

its consistently high IB scores, is proof in

concept to Fairview Network’s business

model. The Fairview Network’s ability to

deliver outstanding academic results while

maintaining financial efficiency positions it

for sustainable growth.

Competitive School Fees: By offering high-

quality IB education at approximately 40

per cent. less than other comparable

schools in Malaysia and around half the

cost of other schools in Asia, the FIS

network attracts a wider pool of students.

This competitive pricing strategy enables

the network to capture market share from

both local and international students.

Overview of Fairview’s schools

Kuala Lumpur

Fairview Kuala Lumpur (“Fairview KL”), the

largest IB school in Malaysia, is located on

a 3.5-acre site in Kuala Lumpur’s Wangsa

Maju district and is noted for its diverse

community, representing 34 nationalities

with around half of the students being

from expatriate families and half from local

families. The school currently has 518

students enrolled and has capacity for

1,500 students. The school is fully

accredited by International Baccalaureate

Organisation for the Primary Years

Programme (“PYP”), Middle Years

CHAIRMAN’S STATEMENT

Fairview International PLC | Annual Report 2025

Programme (“MYP”) and the IB Diploma

Programme (“IBDP”) offering an

uninterrupted IB continuum for ages 5 to

18 years. In addition to the Fairview

Network benefits above, it has these

selling points:

1. Dominus Arts Performance Hall: The

campus is a hub for high-level,

international performances with a 600-

person capacity hall hosting an array of

cultural events and providing students

with opportunities to explore and express

their artistic talents.

2. Award-Winning IBDP Programme:

Education Advisers Ltd, an international

education consultancy, has ranked

Fairview KL as having the best IB Diploma

Programme in Malaysia for four

consecutive years, an achievement which

is a testament to the school’s rigorous

curriculum and focus on excellence. It also

ranked Fairview KL in the top 1% of its

global league table.

Fairview KL is also the key commercial

centre for the Fairview Network, owning

both the network’s proprietary software

and education systems and operating as

the network’s headquarters and

employing the key executive and

administration teams for the network.

Fairview KL levies a charge of RM3,000 per

student to other schools in the network for

these services. The charge covers access to

the curriculum operated by the Fairview

Network, the software used by the FIS

Network as well as legal, financial and

human resources support as well as

licencing of the Fairview brand.

Johor Bahru

Founded in 2007, Fairview Johor Bahru

(“Fairview Johor”) is an international

school community strategically located

near the Malaysia-Singapore border (just a

20-minute drive away) and thereby

offering a cost-effective alternative to

more expensive Singaporean education.

The school’s 5-acre campus currently has

192 students but has growth potential to

accommodate a potential 750 students.

The school is accredited by the IB

Organisation for the PYP and MYP.

The location has convenient highway

access and the school’s facilities include

basketball courts, laboratories and a

concert hall. Core subjects offered include

languages (Malay, Mandarin and English),

science, mathematics, humanities, arts

and music, digital design and physical and

health education. The school is the only

institution in southern Malaysia certified

for the IB primary and middle years

programmes for ages 5 to 16.

Fairview’s teaching approach

Fairview’s teaching approach is grounded

in the internationally acclaimed

International Baccalaureate curriculum,

which promotes academic rigour and pays

particular attention to the holistic

development of its learners. The goal is to

nurture internationally minded students

who will thrive in tomorrow’s world, not

just excel in exams.

Inquiry-Based and Concept-Based

Learning: By emphasising inquiry-based

learning, concept- based teaching, inter-

and transdisciplinary learning,

differentiated learning, and varied

assessment, Fairview ensures deep

CHAIRMAN’S STATEMENT

Fairview International PLC | Annual Report 2025

student engagement and the development

of critical thinking skills.

ToolBox Skills Programme: Fairview’s in-

house developed programme

systematically develops essential skills as

outlined in the IB curriculum. Every skill is

taught through a specific model and

assessed at the end of each unit. This

approach ensures that students not only

acquire knowledge but is also provided

with a framework to develop the skills

necessary for success in their academic

and personal lives.

Character Development: By integrating

values education within subject areas,

Fairview enables students to develop their

character alongside knowledge

acquisition. This holistic approach to

education sets the network apart from

competitors as it integrates opportunities

to learn values offering a well-rounded

education.

Falcon’s Leadership Programme: The

annual leadership camp, which

systematically develops children’s

leadership skills based on the Five

Leadership Practices by Kouzes and

Posner, provides a key proposition for

Fairview as it focuses on cultivating the

skills and mindset necessary for effective

leadership.

BeED Learning Management System (BeED

LMS): Fairview’s advanced online delivery

programme, supported by the BeED LMS,

ensures consistent planning, support, and

access to resources for teachers and

students across all campuses. This

technology-driven approach enables

personalised and collaborative learning,

meeting the specific needs of each learner

within the Fairview Network’s diverse

campuses whilst maintaining a consistent

standard of education across all schools. It

also ensures that all teachers in the

network benefit from the same database

of resources and are able to leverage

shared experiences across the network.

Fairview’s comprehensive approach to

education, which combines rigorous

academics, systematic skill development,

character education, experiential learning,

and innovative technology provides a well-

rounded, high-quality educational

experience that prepares students for

success in an increasingly interconnected

world within and beyond the classroom.

The IB Advantage

Fairview believes that offering the full

continuum of IB programmes (PYP, MYP

and DP) catering to students aged 5-18

provides a strategic advantage.

As an International Baccalaureate World

School, Fairview offers its students a

globally recognised and respected

educational programme that provides

them with numerous advantages in

academics, skill development, and

employability. The IB Diploma Programme

has consistently demonstrated its ability to

prepare students for success in higher

education and beyond.

IBDP students are more motivated and

engaged than their non-IB peers. IB

students on average had both higher SAT

scores and high school GPAs (grade point

averages) compared to non-IB students.

Results also showed positive and

significant effects of IB participation on

college retention and graduation rates. For

instance, the 4-year college graduation

CHAIRMAN’S STATEMENT

Fairview International PLC | Annual Report 2025

rate for IB Diploma graduates is

considerably higher than for their non-IB

peers. Specifically, 62% of IBDP graduates

who enrolled in 4-year postsecondary

institutions graduated after four years,

compared to only 41% of all students

across the United States. This strong

academic foundation translates to

superior university performance and more

prestigious admissions. The acceptance

rate of IB students into Ivy League

universities is up to 18% higher than the

total population acceptance rate. The gap

is even more significant for top-ranked

universities outside of the Ivy League,

where it is 22% higher, on average.

The IB curriculum fosters the development

of critical skills that are highly valued by

universities and employers. Results from a

study in Australia, England and Norway

confirms that IB students had significantly

higher levels of critical thinking than their

non-IB peers. The programme also

cultivates global competence, IB students

across six countries showed higher levels

of global mindedness than their non-IB

peers.

IB graduates enjoy significant advantages

in university admissions and career

opportunities. Studies showed that 84.6%

of IB candidates enrolled in university

immediately after graduating from high

school compared to 66% of all US high

school graduates. Of the IB students who

enrolled in college immediately after high

school, 90.4% returned to the same

institution the following year compared to

80% of all US students. A study in the

United Kingdom found that IB diploma

students were three times more likely to

enrol at a top 20 higher education

institution, 40% more likely to achieve at

least an upper second-class honours

degree, and 7% more likely to earn a first-

class honours degree compared to

matched A level students. Additionally,

post-university, IB diploma holders were

38% more likely than their A level peers to

be engaged in further study.

The IB programme instils a love for lifelong

learning, with study participants agreeing

that it helped students to become better at

“taking on new challenges”, “learning to

persevere” and “developing better

interpersonal skills”. Moreover, alumni

and current DP students felt that CAS had

helped them to become more

“communicative”, “willing to accept new

challenges” and “collaborative”.

Recognised and respected by universities

and employers in over 150 countries, the

IBDP offers graduates increased global

mobility and career opportunities.

By offering the IB Diploma Programme,

Fairview KL provide students with a

comprehensive education that prepares

them for success in academics, career, and

personal development, setting them apart

from their peers and positioning them for

a bright future in an increasingly

competitive global landscape. Although

Fairview KL is, at present, the only school

in the Fairview Network in Malaysia that

offers the IBDP, the Fairview Network

continues to expand the product portfolio

for the other schools and the Company

expects to include the Fairview JB in the

IBDP programme in the near term subject

to market demand.

CHAIRMAN’S STATEMENT

Fairview International PLC | Annual Report 2025

Business drivers

Malaysia is aiming to attract 250,000

international students in 2025. Overall

international student applications

increased by 25% in the 2024 calendar year

supported by demand from other East

Asian countries. Malaysia issued over

154,000 expatriate passes in 2024 - the

highest since 2018 - with upward

momentum continuing into 2025.

Applications from China are the largest

constituent, rising to 33,216 in 2024, up

24.7% from 2023, and marking a 173%

increase compared to pre-pandemic 2019

when there were around 12,000 Chinese

students in Malaysia.

The number of Chinese citizens living in

Malaysia has nearly doubled in three

years, rising from approximately 82,000 in

2022 to between 150,000 and 200,000

currently. Most new arrivals are middle-

class families, students and investors,

seeking more affordable or welcoming

alternatives amid slower growth and

stricter business policies in China. There is

reportedly less anti-China sentiment in

Malaysia, making it an appealing

environment for these groups. Chinese

student enrolment in Malaysian

universities has similarly grown by 35% in

the last three years.

Rising Demand for International Education

Since IB schools provide a globally

recognised pathway to higher education

(in both Western and Asian universities),

the Fairview board expects to see

sustained growth in applications from

expatriate and relocating families. In

particular, families migrating from China

may prefer the IB over local curricula as it

is not tied to national politics, making it an

attractive neutral, globally portable

qualification.

The IB curricula in Malaysia often costs less

than in Singapore, Hong Kong or

international schools in Europe. This price

advantage, combined with visa

accessibility and Malaysia’s proximity to

China could make Malaysian IB schools a

preferred gateway for families who want

international schooling but cannot afford

Singapore or the UK.

In time, the Fairview board believes that

Malaysia could become a regional IB hub

with affordable yet high-quality IB schools.

Fairview’s campuses in Kuala Lumpur and

Johor Bahru mean it is geographically well

placed to serve both Chinese expats and

families near Johor who want access to

both Malaysia and Singapore.

Furthermore, Malaysia’s cultural

familiarity with Chinese communities and

Mandarin being widely spoken makes a

transition to Fairview easier for Chinese

families than moving to a Western country.

Compared with premium international

schools in Singapore or Hong Kong,

Fairview’s fees are significantly lower while

still offering the full IB continuum. This

makes it particularly attractive for middle-

income expats who want an IB education

but cannot afford “tier one” international

schools.

Acquisition strategy

As I explained earlier in the year, since

completing our IPO, we have continued to

assess opportunities to expand our

CHAIRMAN’S STATEMENT

Fairview International PLC | Annual Report 2025

business, examining both acquisitions and

new builds applying the criteria of

economic growth, demand for quality

education and sustainability in their

assessments. As well as South-East Asia,

and Asia generally, which holds a number

of attractions given the rising demand for

international education, the United

Kingdom remains a core focus for us,

reflecting both the positive attitudes of

Asian families to a British education and

the growing interest in the IB

curriculum. The recent VAT and National

Insurance changes on independent schools

is, as expected, producing numerous

opportunities as schools experience falling

demand and higher costs in the new tax

regime. Fairview's cost-effective model

and resource sharing capabilities provides

the resilience and growth potential to take

advantage of these opportunities.

Notice of the Company’s first AGM, which

will be held in December 2025, will be

despatched to shareholders shortly.

Daniel Chian

Chairman

30 October 2025

STRATEGIC REPORT

Fairview International PLC | Annual Report 2025

STRATEGIC REPORT

For the period ended 30 June 2025

Financial review

During the year under review, Fairview

acquired two companies which own and

operate two private independent schools

in Malaysia that offer the international

baccalaureate programme. One of these

schools, Fairview KL, is located in Kuala

Lumpur, the capital of Malaysia, and the

other, Fairview Johor, is located in the

southern state of Johor close to the border

with Singapore. These schools trade under

the Fairview brand which was created in

1978. The Company acquired the school in

Kuala Lumpur as it is the largest school that

uses the Fairview brand and considered

the flagship, whilst the school in Johor was

acquired as it focuses on the expatriate

market in Singapore and so is more

internationally focused than the remaining

schools which are more focused on the

domestic Malaysian market.

The Company was incorporated on 28

February 2024 and, on 11 October 2024,

trading in its ordinary shares commenced

on the London Stock Exchange.

The accounts reflect Fairview’s two

subsidiary companies, Fairview Schools

Berhad and Fairview International School

Nusajaya Sdn Bhd, which operated the

schools in Kuala Lumpur and Johor Bharu

respectively, and which joined the Fairview

group on 1 July 2024.

The Company achieved consolidated

revenue in the period to 30 June 2025 of

approximately £5.34 million from its two

schools. The key performance indicators

used by the Directors during the year to

assess the Company’s trading and financial

position are described on page 39.

Non-recurring reorganisation and IPO

expenses of £0.88 million were recorded

during the year.

Fairview’s balance sheet included cash of

£163,000 at the year end and the Company

is carrying £11.7 million of debt secured on

the real estate of the business. During the

year, and at the time of its listing on the

London Stock Exchange Fairview

successfully raised £2.6 million (before

expenses) from the issue of share capital

for cash.

STRATEGIC REPORT

Fairview International PLC | Annual Report 2025

Section 172(1) Statement

In accordance with the Companies Act 2006 (as amended by the Companies (Miscellaneous

Reporting) Regulations 2018) the Directors set out below how they have had regard to the

requirements of section 172(1) of the regulations. The Directors have acted in a way that they

considered, in good faith, to be most likely to promote the success of the Company for the

benefit of its stakeholders. The Directors ensure that the Annual Report disclosures give a fair,

balanced and understandable assessment of the Company’s position and prospects.

Set out below is information about Fairview’s our key stakeholder groups, explaining how we

engage and strive to develop collaborative relationships.

To demonstrate the decision-making process and how the Directors have considered the

matters in section 172(1) of the Act when making those decisions, the table below includes

some examples of decisions made during the course of the year, the stakeholders impacted,

points considered and the outcome of the decisions. The Board’s actions and activities have

continued to flow from (and support) Fairview’s longer-term strategic planning direction.

Board Decision

Stakeholders Considerations Outcome

Ensure sufficient

funding to support

continuing business

activities

Shareholders

Customers

Employees

Suppliers

Long term funding

that is sufficient to

develop and

establish the

company

One equity

fundraising

completed in the

year to 30 June

2025 (at the time of

the IPO) met all

planned business

requirements as

expected

Career development

and progression

Employees The Company’s

business is reliant

on the skills and

abilities of its

employees

Visibility of job

opportunities as

appropriate

Employees are

provided with

access to webinars,

seminars and other

written materials to

continually develop

their skills and

knowledge of the

Company’s industry

STRATEGIC REPORT

Fairview International PLC | Annual Report 2025

The Board has identified the following key stakeholders in respect of the year under review:

Shareholders, Customers, Suppliers, Regulatory Bodies and Employees.

Shareholders

Fairview aims to generate value for shareholders by delivering sustainable growth and

articulating a clear corporate strategy to shareholders in a way that is easy to understand.

The Company emphasises and values personal contact and individual dialogue, with a

significant time for shareholder meetings.

Management engages with Fairview’s larger shareholders periodically to ensure that its long-

term strategy is aligned with their interests and to explain how it aims to deliver sustainable

growth and maximise the growth potential of the business. On page 24 there is set out in

further detail how the Company complies with principle 3 of the QCA (meeting shareholder

needs and expectations).

Customers

It is self-evident that a key measure of Fairview’s success is the number of student

enrolments. This is a direct function of revenue but also an indication of the reputation of

the Company’s schools. The Board uses this statistic in its assessment of the Company’s

performance and the management devote a considerable part of their time, either directly or

through the use of agents, to continuously develop the student base.

Suppliers

Long-term partnerships, with consistently reliable suppliers that comply with all applicable

trading standards, meet the Company’s agreed service levels, and help it to achieve its

corporate objectives are important to the Company, and Fairview continues to work to

develop these ongoing relationships. Its supplier selection process is rigorously reviewed by

the Chairman and the senior management team on a regular basis. Fairview seeks to ensure

that each supplier adheres to appropriate standards of trade and, wherever possible, it

implements and monitors service levels.

Fairview is opposed to slavery and human trafficking within its operations and the supply

chain it utilises and will not knowingly support or do business with any organisation involved

in slavery or human trafficking.

Tax policy

Fairview has a clear tax strategy that guides its approach to tax payments and underpins its

values as an organisation. The Company believes in acting with integrity, honesty and

transparency to ensure that the organisation is correctly calculating tax payments,

interpreting the tax rules in good faith and paying monies in a timely manner as required. The

STRATEGIC REPORT

Fairview International PLC | Annual Report 2025

organisation secures tax advice as required to inform its approach and taxation calculations

and will take additional expert advice if required to ensure that these payments are accurate.

The Board is informed and supports the organisation’s tax strategy and approach.

Regulatory and industry bodies

Fairview’s schools require licences from the Malaysian Ministry of Education under the

Education Act 1996 of Malaysia, as well as accreditations from the IB Organisation in order to

hold themselves out as IB World Schools offering an International Baccalaureate programme.

The loss of any such licence from Malaysian Ministry of Education would prevent Fairview

from operating the schools it owns.

Fairview works to ensure that the Company attains a high standard of corporate governance

and to ensure that the Company’s ongoing monitoring, training and compliance procedures

meet good practice. It aims for its business practices to provide a solid foundation for

sustainable growth. It is in regular dialogue with several industry bodies and the management

attends several conferences and seminars during the year.

On page 24 it is set out in further detail on how the Company complies with principle 4 of the

QCA (how it considers wider stakeholder and social responsibilities).

People

At Fairview, business success is based on a skilled, motivated and committed team. As a

matter of course, the Company prioritises their health, safety and mental wellbeing. It

supports its staff by active and regular training, creating a safe environment in which to work

and not tolerating abuse or improper behaviour of any kind. Fairview’s culture is one of

collaboration and mutual assistance and the Board regularly monitoring the effectiveness and

motivation of the team.

The Directors of Fairview International PLC confirm that they have carried out a robust

assessment of the principal risks faced by the Company, including those that would threaten

its business model, future performance, solvency, or liquidity. The principal risks and

uncertainties, for both the Company’s former operations and its new strategy, are as follows:

Principal risks and uncertainties

Risk description

Risk management

Regulatory risk

The Company must fully comply with all

regulations and legislation.

The Board placed considerable importance

on ensuring that Fairview’s schools have the

STRATEGIC REPORT

Fairview International PLC | Annual Report 2025

Failure to secure the necessary licences

from the Malaysian Ministry of Education

or the IB Organisation would be

detrimental to the Company’s business.

highest standards of legal and regulatory

compliance.

For the sixth consecutive year, the Kuala

Lumpur campus was ranked in the top 100 IB

schools globally and second in Malaysia. All

students passed the IB Diploma Programme,

with an average score of 34.53, well above

the global average of approximately 30. In

the Middle Years Programme, Kuala Lumpur

and Johor Bahru reported record scores of

5.07 and 5.47 respectively (compared to a

global average of approximately 4.8). These

ongoing successes support the Company’s

standing with the applicable regulatory

authorities.

Competition

The international schools market is rapidly

expanding and is competitive. Fairview

competes with overseas schools that have

established a campus in Malaysia as well as

local operators.

The Board focused through the year on

Fairview’s key differentiating factors as the

key to success – its academic results, its

facilities and, above all, its commitment to

the internationally acclaimed International

Baccalaureate curriculum. This promotes

academic rigour and pays particular

attention to the holistic development of its

learners. The goal is to nurture

internationally minded students who will

thrive in tomorrow’s world, not just excel in

exams.

Safeguarding

If a safeguarding incident occurred at one of

the Group’s schools or even another school

in the network of schools operating under

the Fairview brand, the Fairview brand

would be damaged.

The Board safeguards the group’s brand by

consistently upholding its values,

maintaining high standards of behaviour,

and ensuring clear, positive communication

across all platforms. This includes promoting

a safe and inclusive environment, protecting

student and staff information, and

responding promptly to any issues that

could harm the school’s or group’s

reputation. By training staff and students to

STRATEGIC REPORT

Fairview International PLC | Annual Report 2025

act responsibly online and in public, and by

sharing achievements and good news, the

school helps strengthen trust and preserve

the integrity of the group’s overall brand

image.

Operational risk

Enrolments in the Group’s schools are

critical to its financial performance.

The Board and senior management have

considerable experience in the international

schools sector and have implemented a clear

strategy of organic expansion. Driven by

academic success and competitive fees,

Fairview’s schools appeal to new parents

and students.

Expansion risk

In time, Fairview may look to acquire or

establish more schools.

The board believes that the Fairview model

can be grown in both Asia and the United

Kingdom but adopts a conservative

approach, recognising that the acquisition

success will be driven by several factors.

These include the attraction and retention of

both students and teachers as well as the

ability to integrate these new schools into

Fairview’s infrastructure and practices.

People risk

The Company’s schools rely on the

availability of capable staff, particularly

teachers.

The University College Fairview (“UCF”)

plays an integral role in Fairview’s business

model in the sustainability of a high-quality

supply chain, particularly supporting the

requirement by the IBO that all of its

teachers must undergo official IBO training

and certification. Being one of 56

universities global accredited as an IB-

recognised university to deliver IB educator

certificates since 2019, Fairview’s

association with UCF is a significant

distinguishing factor.

STRATEGIC REPORT

Fairview International PLC | Annual Report 2025

As with many businesses of its size, the

Company operates with a small team with

wide remits.

Succession planning is regularly undertaken

and the Company operates an active policy

of staff retention. The Company’s personnel

will expand as operations grow.

Information systems and cyber-risk

There is a risk of a malfunction or hacking

into Fairview’s information systems.

This risk is managed by rules around

protection access and security to our core

computer hardware and software systems.

Whilst no attacks have been incurred, the

Company continues to enhance its defences.

Financial risks

Liquidity risk

Although the Company had cash reserves of

£162,958 at 30 June 2025, liquidity, cash

management remain an area of focus for

the Board so that it is able to carry out its

planned growth programme.

Credit risk

There is a risk of non-collection of

receivables from trade customers.

Currency risk

Fairview is a UK company but with

operations exclusively in Malaysia meaning

that its income and expenditure may be in

different currencies.

The Company has a tight rein on expenditure

to ensure that cash resources are effectively

managed. One fundraising through the issue

of new ordinary shares successfully raised

£2.6 million in the year. However, the Board

is mindful of the uncertainties and

unpredictability of the financial markets.

The Company monitors overdue debts

(school fees) and makes provision for non-

collection risk, actively engaging in

communication with any late payers and,

where necessary, taking action to recover

payments that are due.

The Board works closely with currency

brokers to determine advantageous times to

switch its treasury between GBP and

Malaysian Ringgit.

STRATEGIC REPORT

Fairview International PLC | Annual Report 2025

Fraud risk

As part of its corporate governance

procedures, the Company is alert to the

possibility of fraud.

The Company has established an anti-

bribery code which is issued to all

employees. Compliance of company policy

is monitored by the Chairman. All significant

expenditure is sanctioned by director and

the Board meets regularly to assess the

Company’s strategic direction and anticipate

likely costs.

Principal uncertainties

Economic downturn

The current, and growing, cost of living

crisis and potential recession may impact

demand for the Company’s schools.

To some extent, attendance at an

international school is a discretionary

purchase for many of Fairview’s customers.

Parents may be able to obtain educational

services for their children at lower cost. If

there is a significant or prolonged economic

downturn then student enrolments may

reduce if customers have less disposable

income. In addition, customers may turn to

cheaper alternatives which itself would

impact Fairview’s plans to grow its network

of international schools. The Company

monitors fees and offerings by other schools

in Malaysia to ensure that it remains

competitive.

Financial Instruments

The Company has exposure to credit risk, liquidity risk and market risk. Note 2 presents

information about the Company’s exposure to these risks, along with the Company’s

objectives, processes and policies for managing the risks.

Events after the reporting period

There are no significant event after the reporting period.

Going concern

After making enquiries, the Directors have a reasonable expectation that the Group has

adequate resources to continue in operational existence for the foreseeable future. Further

STRATEGIC REPORT

Fairview International PLC | Annual Report 2025

details are given in Note 1 to the Financial Statements. For this reason, the Directors

continue to adopt the going concern basis in preparing the financial statements.

Donations

The Company made no political or charitable donations during the period although, during

the year, a small number of products were donated to charitable causes.

ON BEHALF OF THE BOARD

Daniel Chian

Chairman

30 October 2025

REPORT OF THE DIRECTORS

Fairview International PLC | Annual Report 2025

REPORT OF THE DIRECTORS

For the year ended 30 June 2025

The Directors of Fairview International PLC (the “Company”) present their annual report and

audited consolidated financial statements of the Group for the year ended 30 June 2025.

Principal activity

The Company was established to acquire two companies which own and operate two private

independent schools in Malaysia that offer the international baccalaureate programme. One

of these schools, Fairview KL, is located in Kuala Lumpur, the capital of Malaysia, and the

other, Fairview Johor, is located in the southern state of Johor close to the border with

Singapore. These schools trade under the Fairview brand which was created in 1978. There

are four Fairview branded schools not owned by the Group and which operate independently

from the Group but use the Fairview brand under licence from the Company, accessing the

resources of the Fairview International Schools Network. The Company acquired the school in

Kuala Lumpur as it is the largest school that uses the Fairview brand and considered the

flagship, whilst the school in Johor was acquired as it focuses on the expatriate market in

Singapore and so is more internationally focused than the remaining schools which are more

focused on the domestic Malaysian market.

Results and dividends

Details are given in the preceding Financial Review. No dividend has been paid during the

period nor do the Directors recommend the payment of a final dividend.

Directors

The Directors of the Company who have served during the period and to the date of this report

were:

Directors Appointed

Ngook For Chian (known as Daniel Chian) Chairman 28 February 2024

Lim Hun Soon (known as David Lim) Non-Executive Director 23 May 2024

effrey Raymond Beard Non-Executive Director 23 May 2024

Maurice James Malcolm Groat Non-Executive Director 11 October 2024

Robin Stevens Non-Executive Director 11 October 2024

Details of the Directors’ interests in the shares in the Company are set out in the Directors’

Remuneration Report on page 49.

Directors’ indemnities

The Group has granted an indemnity to its directors under the company’s Articles of

Association to the extent permitted by the Companies Act 2006. The indemnity covers

REPORT OF THE DIRECTORS

Fairview International PLC | Annual Report 2025

liabilities arising from the conduct of the company’s business, excluding those resulting from

a director’s own negligence, default, breach of duty, or breach of trust. The Company also

maintains directors’ and officers’ liability insurance, which provides appropriate cover for all

directors and officers of the company.

CORPORATE GOVERNANCE STATEMENT

Fairview International PLC | Annual Report 2025

Corporate Governance Statement

Chairman’s Introduction

Fairview International PLC (“Fairview” or

the “Company) operates independent

schools in Malaysia. The Board ensures

that the Company is managed for the long-

term benefit of all shareholders, with

corporate governance being an essential

part of this. The Board is committed to the

principles of good corporate governance

and to maintaining high standards and best

practice of corporate governance.

Fairview aims to conduct its business in an

open, honest and ethical manner. The

Board is accountable to shareholders for

good corporate governance and has

adopted the procedures set out below in

this regard.

The directors also note that companies are

increasingly encouraged to provide details

on their website and in their annual report

of the recognised corporate governance

code that the Company has decided to

apply, how it complies with that QCA Code

and, where it departs from this an

explanation of the reasons for doing so. To

the extent that Fairview departs from any

of the provisions of the QCA Code it will

endeavour to provide details on its website

or otherwise, and as appropriate. The

Chairman is responsible for leading the

Board to ensure that Fairview has in place

the strategy, people, structure and culture

to deliver value to shareholders and other

stakeholders of the Company over the

medium to long term. The Board is

conscious that the corporate governance

environment is constantly evolving and the

charters and policies under which it

operates its business continue to be

monitored and amended from time to

time.

The QCA Code is based on ten principles

that focus on the pursuit of medium to

long term value for shareholders. The QCA

has stated what it considers to be

appropriate arrangements for growing

companies and asks companies to provide

an explanation about how they are

meeting the principles through the

prescribed disclosures. The directors have

considered how we apply each principle to

the extent that the Board judges these to

be appropriate in view of the Company’s

size, strategy, resources and stage of

development, and below have provided an

explanation of the approach taken in

relation to each.

The Board considers that the Company has

complied with all of the provisions of the

code including, during the year, carrying

out its own assessment of the Board’s

performance. We undertake annual

reviews on our compliance with the QCA

Code and our corporate governance

statement is published on the Company’s

website: www.fairviewplc.uk.

Daniel Chian

Chairman

Principle 1: Establish a purpose, strategy

and business model which promote long-

term value for shareholders

The Board has set out the vision for

Fairview for the short to medium term. The

Board is responsible for formulating,

reviewing and approving the Company’s

strategy, budgets and corporate actions.

The Company holds Board meetings at

least six times each financial year and at

CORPORATE GOVERNANCE STATEMENT

Fairview International PLC | Annual Report 2025

various other times, as and when required.

The Company’s business model and

strategy is reviewed and updated on a

regular basis and in line with the growth

and development of Fairview.

Risk assessment and evaluation is an

essential part of the Company’s planning

and an important aspect of the Company’s

internal control system. The Company

strives to develop strong working

relationships with its partners and

suppliers in its various operating locations

to manage and mitigate the operational

risks.

We are committed to operating a

sustainable business and plan to

incorporate Environmental, Social and

Governance aspects into all future

opportunities reviewed.

Principle 2: Promote a corporate culture

that is based on ethical values and

behaviours

The Board seeks to embody and promote a

corporate culture that is based on sound

ethical values and behaviours, something

we see as being a cornerstone to a strong

risk management programme.

a) Code of conduct

The Board acknowledges the need for

continued maintenance of the highest

standard of corporate governance practice

and ethical conduct by all directors and

employees of the Company.

The Board will evaluate and approve a

code of conduct for directors, officers,

employees and contractors, which

describes the standards of ethical

behaviour that are required to be

maintained. The Company also plans to

actively promote the open communication

of unethical behaviour within the

organisation.

Compliance with the code of conduct is

envisaged as assisting the Company in

effectively managing its operating risks

and meeting its legal and compliance

obligations as well as enhancing the

Company’s corporate reputation.

The code of conduct describes the

Company’s requirements on matters such

as confidentiality, conflicts of interest, use

of Company information, employment

practices, compliance with laws and

regulations and the protection and

safeguarding of the Company’s assets.

An employee who breaches the code of

conduct may face disciplinary action. If an

employee suspects that a breach of the

code of conduct has occurred or will occur,

he or she must report that breach to the

Chairman or Chairman of the Audit

Committee, via a confidential “Whistle

Blowing” process. No employee will be

disadvantaged or prejudiced if he or she

reports in good faith a suspected breach.

All reports will be investigated, acted upon

and kept confidential.

b) Creating a fair and inclusive culture

The Company promotes an inclusive,

transparent and respectful culture. It

recognises that its people are our greatest

asset. Led by the values of responsibility,

excellence and continuous improvement,

integrity and trustworthiness, cooperation

and engagement, empathy and fairness

they apply their skills and expertise every

CORPORATE GOVERNANCE STATEMENT

Fairview International PLC | Annual Report 2025

day to ensure we operate both responsibly

and successfully. A culture based upon

sound ethical values and behaviours is an

asset and source of competitive

advantage. Key to this is recruiting and

retaining key senior personnel.

The Company is an equal opportunity

employer and seeks to hire, endorse and

retain highly skilled people based on merit,

competence, performance, and business

needs. The Company is committed to

employment policies which follow best

practice, based on equal opportunities for

all employees, irrespective of ethnic origin,

religion, political opinion, gender, marital

status, disability, age or sexual orientation.

c) Anti-bribery and anti-corruption

The Company has adopted an anti-

corruption and bribery policy which will

apply to the Board and employees of the

Company. It will set out their

responsibilities in observing and upholding

a zero-tolerance position on bribery and

corruption in all the jurisdictions in which

the Company operates. It will also provide

guidance to those working for the

Company on how to recognise and deal

with bribery and corruption issues and the

potential consequences of failing to

adhere to this guidance. The Company

expects all employees, suppliers,

contractors and consultants to conduct

their day-to-day business activities in a fair,

honest and ethical manner, be aware of

and refer to this policy in all of their

business activities worldwide and to

conduct business on the Company’s behalf

in compliance with it. Management at all

levels are responsible for ensuring that

those reporting to them, internally and

externally, are made aware of and

understand this policy.

The Company takes a zero-tolerance

approach to acts of bribery and corruption

by any directors, officers, employees and

contractors. The Company will not offer,

give or receive bribes, or accept improper

payments to obtain new business, retain

existing business or secure any advantage

and will not permit others to do so on its

behalf.

d) Dealings with company securities

The Company’s Share Dealing Policy is

binding on all directors, officers and

employees who are in possession of

“inside information”. All such persons are

prohibited from trading in the Company’s

securities if they are in possession of

‘inside information’. Subject to this

condition and trading prohibitions

applying to certain periods, trading is

permissible provided the relevant

individual has received the appropriate

prescribed clearance. The Board considers

that the share dealing code is in

compliance with the Market Abuse

Regulations (“MAR”) and London Stock

Exchange requirements and continues to

meet the requirements of the Board.

e) Health and Safety Policy

The Company’s objectives include

observing the highest level of health and

safety standards, developing its staﬀ to

their highest potential and being a good

corporate citizen in our chosen countries

of operations.

The Company is committed to providing a

safe working environment for its

CORPORATE GOVERNANCE STATEMENT

Fairview International PLC | Annual Report 2025

employees and anyone doing work on the

Company’s behalf. The Board reviews and

makes recommendations concerning risk,

health and safety issues. The safety of

Fairview’s employees are principal

elements of its business and are

fundamental to the Company’s culture and

engagement with its stakeholders. Health

and safety is routinely covered at Board

meetings during discussions on

operations.

Principle 3: Seek to understand and meet

shareholder needs and expectations

Fairview has established a Board with

experience in understanding the needs

and expectations of its shareholder base. It

supplements this with professional

advisers including public relations,

corporate/financial adviser, legal counsel

and brokers who provide advice and

recommendations in various areas of its

communications with shareholders.

The Company’s Chairman is responsible for

shareholder liaison. He holds regular

meetings with major shareholders to

maintain a dialogue between the Company

and its investors. Private investor events

and investor roadshows may be organised

by the Company’s brokers and public

relations consultants, where the Chairman

and at times other Directors meet with

current (and potential future)

shareholders and brokers to update them

on the Company’s progress. Despite the

end of COVID-19 restrictions, many

meetings continue to be held via video-

conferencing.

The entire Board receives feedback

following these meetings and any issues

raised are discussed. By keeping open and

transparent dialogue we can consider

matters and discuss with shareholders in a

positive and constructive way.

The Non-Executive Directors are available

to meet with shareholders if required.

The Annual General Meeting (AGM) will be

the main forum for dialogue between the

Board and the shareholders. All Directors

will aim to attend the AGM.

All Directors receive regular industry and

peer updates, to enable them to keep

current on issues relevant to the Company

and its shareholders.

Fairview also engages with its shareholders

through its website, which is designed to

be a hub to provide information to

shareholders, and via the posting of

regular updates to the market on the

Regulatory News Service.

Principle 4: Take into account wider

stakeholder interests, including social and

environmental responsibilities, and their

implications for long-term success

Key resources and relationships on which

the business will come to rely include its

students, workforce, suppliers,

shareholders, local community and

elements of the regulatory framework.

The Company’s employees are one of the

most important stakeholder groups and

the Board recognises the need for two-way

communication with the workforce. The

small size of the Company means that the

Directors and senior managers are

relatively accessible to all employees to

provide and receive feedback.

CORPORATE GOVERNANCE STATEMENT

Fairview International PLC | Annual Report 2025

Fairview respects, values and welcomes

diversity in our workforce. Fairview

complies with all applicable laws and

provides equal employment opportunities

for all applicants and employees. It is also

important to us to provide our employees

with appropriate training and

development to ensure they are enabled

to carry out their responsibilities to the

highest standards. This is embodied in our

Employee Handbook.

Fairview ensures that it conducts business

with its suppliers, and all stakeholders that

are involved or affected by its business,

according to rigorous ethical, professional

and legal standards with fairness and

integrity. This is embodied in our Anti-

Corruption and Bribery Policy. Feedback

from potential business partners and their

customers is at present informal. The

Company will contact customers, on an ad

hoc basis, and it will provide verbal

feedback where necessary to the Board.

Fairview recognises its responsibilities to

the environment and community in the

areas in which it operates. The Company

places a high priority on operating to high

standards of integrity and ethics and

operates in a socially responsible manner.

Fairview will undertake a programme of

continuous improvement to minimise any

direct or indirect environmental impacts

that may be associated with its business.

Principle 5: Embed effective risk

management, internal controls and

assurance activities, considering both

opportunities and threats, throughout

the organisation

Fairview recognises that risk is inherent in

all of its business activities. Its risks can

have a financial, operational or

reputational impact.

The Company’s system of risk

identification, supported by established

governance controls, is being developed in

such a way that it will direct the Company

on how it responds to the identified risks,

whilst acting ethically and with integrity for

the benefit of all its stakeholders.

The Company’s key internal controls

procedures are being developed to

include, amongst others:

● Prioritised risk register - risks will be

evaluated to establish root causes,

financial and non-financial impacts

and likelihood of occurrence.

Consideration of risk impact and

likelihood will also be taken into

account to determine which of the

risks should be considered as a

principal risk. The effectiveness and

adequacy of mitigating controls will

then be assessed accordingly. If

additional controls are required,

these are identified, and

responsibilities assigned. The

Company’s Board will be

responsible for monitoring the

progress of actions to mitigate key

risks. Key risks will be formally

reported to, and reviewed by, the

Audit and Risk Committee and at

least once a year to the full Board;

● Preparation of annual cash flow

projections for approval by the

Board and ongoing review of

expenditure and cash flows;

● Establishment of appropriate cash

flow management and treasury

CORPORATE GOVERNANCE STATEMENT

Fairview International PLC | Annual Report 2025

policies for the management of

liquidity, currency and credit risk on

assets and liabilities;

● Regular management meetings to

review operating and financial

activities; and

● Recruitment of appropriately

qualified and experienced staff to

key positions.

Principle 6: Establish and maintain the

Board as a well-functioning, balanced

team led by the Chair

The Board currently comprises of its

Chairman and four non-executive

directors. The Board considers all of its

non-executive directors to be

independent.

The Company has constituted the

following committees, each with formally

delegated duties and responsibilities set

out in respective written terms of

reference:

● Audit and Risk Committee; and

● Remuneration Committee; and

● Nomination Committee.

Malcolm Groat has agreed to chair the

Audit and Risk Committee, David Lim has

agreed to chair the Remuneration

Committee and Jeffrey Beard has agreed

to chair the Nomination Committee.

Malcolm’s financial experience means that

he is suitably qualified to serve in these

positions.

The Board is responsible for the overall

leadership and effective management of

the Company, setting the Company’s

values and standards, and ensuring

maintenance of a sound system of internal

control and risk management. The Board is

also responsible for approving Company

policy and its strategic aims and objectives

as well as approving the annual operating

and capital expenditure budgets. The

Board supports the concept of an effective

Board leading and controlling the

Company and believes that its members

have a well-established culture of strong

corporate governance and internal

controls that are appropriate and

proportional to the Company’s culture,

size, complexity and risk.

All directors bring a wide range of skills and

international experience to the Board,

which holds meetings on a regular and

continuous basis. The Chairman is

primarily responsible for the workings of

the Board, while the Chairman is primarily

responsible for the running of the business

and implementation of the Board strategy

and policy. The Chairman is assisted in the

managing of the business on a day-to-day

basis by the Board and the Company’s key

advisers.

The Board has a formal schedule of regular

meetings where it approves major

decisions and utilises its expertise to advise

and influence the business. The Board will

meet on other occasions as and when the

business demands.

Board meeting attendance

Maximum

possible

attendance

Meetings

attended

D Chian 6 6

D Lim 6 6

M Groat 6 5

CORPORATE GOVERNANCE STATEMENT

Fairview International PLC | Annual Report 2025

J Beard 6 5

R Stevens 6 6

The table above covers meetings from 11

October 2024 to 30 June 2025

The Board is supplied with appropriate and

timely information in order to discharge its

duties. The Board and its committees are

supplied with full and timely information,

including detailed financial information, to

enable the directors to discharge their

responsibilities. All directors have access

to the advice and services of the company

secretary, who is responsible for ensuring

that Board procedures are followed, and

that applicable rules and regulations are

complied with. Independent professional

advice is also available to directors in

appropriate circumstances.

It is the responsibility of the Chairman and

the company secretary to ensure that

Board members receive sufficient and

timely information regarding corporate

and business issues to enable them to

discharge their duties.

A detailed agenda is established for each

scheduled meeting and appropriate

documentation is provided to directors in

advance of the meeting. Regular Board

meetings provide an agenda that will

include reports from the Chairman, reports

on the performance of the business and

current trading, and specific proposals

where the approval of the Board is sought.

In accordance with the Company’s Articles

of Association, at every annual general

meeting one third of the directors for the

time being or, if their number is not a

multiple of three, the number nearest to

but not exceeding one third, will retire

from office and offer themselves for

reappointment by the members. The

directors to retire by rotation shall be

those who have been longest in office

since their last appointment or

reappointment by a general meeting, but

for persons who were last appointed or

reappointed on the same day, those to

retire shall be decided by lot.

It is the responsibility of the Chairman and

the company secretary to ensure that

Board members receive sufficient and

timely information regarding corporate

and business issues to enable them to

discharge their duties.

The Chairman

The Chairman leads the Board, ensuring

constructive communications between

Board members and that all directors are

able to play a full part in the activities of

the Company. He is responsible for setting

Board agendas and ensuring that Board

meetings are effective and that all

directors receive accurate, timely and clear

information.

The Chairman also supports the COO and

other members of the management in the

effective communication with

shareholders and ensures that the Board

understands the views of major investors

and is available to provide advice and

support to members of the executive

team.

Non-executive directors

There are currently four non-executive

directors. The role of the non-executive

directors is to understand the Company in

its entirety and constructively challenge

strategy and management performance,

CORPORATE GOVERNANCE STATEMENT

Fairview International PLC | Annual Report 2025

set executive remuneration levels and

ensure an appropriate succession planning

strategy is in place. They must also ensure

they are satisfied with the accuracy of

financial information and that thorough

risk management processes are in place.

The non-executive directors also assist the

Board with issues such as governance,

internal control, remuneration and risk

management. No independent non-

executive directors are anticipated to

participate in any share option plans put in

place by the Company.

Effectiveness

a) Composition of the Board

The Board consists of five directors

(including the Chairman). Each year the

Board will consider the independence and

performance of each non-executive

director and will keep the market updated

in accordance with the Code. The Board

considers all of its non-executive directors

to be independent as they are not involved

in any executive capacity, have no other or

material business relationships with the

Company, have no material financial

interest in the Company and have no close

family or other business relationships with

the Company or any of its directors.

Non-executive directors are appointed for

an initial term of one year.

To ensure that they clearly understand the

requirements of their role the Company

has a letter of appointment in place with

each non-executive director. Employment

contracts will also be entered into with any

executive directors and/or senior

executives as and when appropriate and so

that they can clearly understand the

requirements of the role and what is

expected of them.

b) Commitment

Each director commits sufficient time to

fulfil their duties and obligations to the

Board and the Company. They attend

Board meetings and join ad hoc Board calls

and offer availability for consultation when

needed. The contractual arrangements

between the directors and the Company

specify the minimum time commitments

which are considered sufficient for the

proper discharge of their duties. However,

all Board members appreciate the need to

commit additional time to the Company as

and when required.

Non-executive directors are required to

disclose prior appointments and other

significant commitments to the Board and

are required to inform the Board of any

changes to their additional commitments.

Before accepting new appointments, non-

executive directors are required to obtain

approval from the Chairman. It is essential

that no appointment causes a conflict of

interest or impacts on the non-executive

director’s commitment and time spent

with the Company in their existing

appointment.

Details of executive directors’ service

contracts and of the Chairman’s and the

non-executive directors’ appointment

letters are available for inspection at the

Company’s registered office during normal

business hours and can be made available

at the AGM, on request.

CORPORATE GOVERNANCE STATEMENT

Fairview International PLC | Annual Report 2025

c) Development

All newly appointed directors are provided

with an induction programme which is

tailored to their existing skills and

experience, legal update on directors’

duties and one on one meetings with the

other members of the Board and

management team. The Board is informed

of any material changes to governance,

laws and regulations affecting the

Company’s business.

d) Information and support

All directors have access to the advice and

services of the company secretary and

each director, and each Board committee

member may take independent

professional advice at the Company’s

expense, subject to approval and prior

notification being given to the other non-

executive directors and the company

secretary.

The appointment and removal of the

company secretary is a matter for the

Board as a whole. The company secretary

is accountable directly to the Board

through the Chairman.

Principle 7: Maintain appropriate

governance structures and ensure that

individually and collectively the directors

have the necessary up-to-date

experience, skills and capabilities

The Board has been assembled to allow

each director to contribute the necessary

mix of experience, skills and personal

qualities to deliver the strategy of the

Company for the benefit of the

shareholders over the medium to long

term.

The Board is satisfied that it has the

necessary experience, skills and capability

to discharge its duties. All Directors receive

regular and timely information on both the

Company’s operational and financial

performance. Information is circulated to

the Director’s in advance of meetings.

Service agreements for the Executive

Directors and letters of appointment for

the Non-Executive Directors are available

for inspection at the Company’s head

office and at the annual general meeting.

The Board considers and reviews the

requirement for continued professional

development. The directors keep their

skillsets up to date as required through the

range of roles they perform with other

companies and consideration of technical

and industry updates by external advisers.

The directors receive regular briefing

papers on the operational and financial

performance of the Company from the

executives and senior management.

The Non-Executive Directors act as a

sounding board for the Chair and are

available as a trusted intermediary for

each other. The Company Secretary’s

responsibilities include providing clear and

timely information to the Board and

providing advice and support to the Board

on legal matters as well as corporate

governance and risk.

The biographies of each of the Directors,

including their experience and skills, are

available on the Company’s website and in

the Company’s latest Annual Report.

CORPORATE GOVERNANCE STATEMENT

Fairview International PLC | Annual Report 2025

Principle 8: Evaluate Board performance

based on clear and relevant objectives,

seeking continuous improvement

a) Appointments to the Board

The Company has appointed a Nomination

Committee.

The Committee is responsible for

maintaining a Board of directors that is

diverse and has an appropriate mix of

skills, experience and knowledge to be an

effective decision-making body, ensuring

that the Board is comprised of directors

who contribute to the successful

management of the Company and

discharge their duties having regard to the

law and the highest standards of corporate

governance, considering and

recommending Board candidates for

election or re-election and reviewing

succession planning.

The Nomination Committee plans to

undertake a detailed selection process as

per the Company’s recruitment and

diversity standards (as set out in its

Employee Handbook) to appoint or re-

appoint a director to the Board. Included in

this process are appropriate reference

checks which include but not limited to

character reference and bankruptcy to

ensure that the Board remains appropriate

for that of a UK quoted company.

b) Evaluation of senior executives

Arrangements that are planned to be put

in place by the Board, to monitor the

performance of the Company’s executives,

include:

● A review by the Board of the

Company’s financial performance;

● Annual performance appraisal

meetings incorporating analysis of

key performance indicators with each

individual to ensure that the level of

reward is aligned with respective

responsibilities and individual

contributions made to the success of

the Company;

● An analysis of the Company’s

prospects and projects; and

● A review of feedback obtained from

third parties, including advisers

(where applicable).

Informal evaluations of senior persons’

individual performance and overall

business measures are undertaken

progressively and periodically throughout

the financial period.

The Board is aware that the Code

recommends that the Board and its

committees are evaluated on a yearly basis

and, during the year, the Chairman

organises for the Directors to carry out

their own assessment of the Board’s

performance.

Principle 9: Establish a remuneration

policy which is supportive of long-term

value creation and the company’s

purpose, strategy and culture

Fairview has in place, and published

alongside the Directors’ Remuneration

Report, a Remuneration Policy covering

the Executive and Non-Executive

Directors. This has been reviewed annually

by the Board to ensure that it reflects good

CORPORATE GOVERNANCE STATEMENT

Fairview International PLC | Annual Report 2025

market practice and is aligned with

Fairview’s strategy, culture and purpose.

In setting performance-related pay targets

and performance conditions and levels of

remuneration for Executive Directors,

Fairview has had regard to shareholder

preferred positions. The Directors’

Remuneration Report sets out clearly how

the Remuneration Policy has been

implemented each year and the rationale

for those decisions.

At the 2025 annual general meeting, the

2025 Directors’ Remuneration Report will

be put to an advisory shareholders’ vote.

Principle 10: Communicate how the

company is governed and is performing

by maintaining a dialogue with

shareholders and other key stakeholders

a) Dialogue with shareholders

The Company places considerable

importance on effective communications

with shareholders.

The Company’s communication strategy

requires communication with

shareholders and other stakeholders in an

open, regular and timely manner so that

the market has sufficient information to

make informed investment decisions on

the operations and results of the

Company. The strategy provides for the

use of systems that ensure a regular and

timely release of information about the

Company is provided to shareholders.

The Company also posts all reports, stock

exchange announcements and media

releases and copies of significant business

presentations on the Company’s website.

b) Constructive use of the AGM

The Board encourages full participation of

shareholders at the AGM to ensure a high

level of accountability and understanding

of the Company’s strategy and goals. The

Company provides information in the

notice of meeting that is presented in a

clear, concise and effective manner.

Shareholders are provided with the

opportunity at general meetings to ask

questions in relation to each resolution

before they are put to the vote and

discussion is encouraged by the Board.

Directors are usually available at and

following general meetings when

shareholders have the opportunity to ask

questions on the business of the meeting.

Specifically, the Chairman of the Audit

Committee and the Chairman of the

Remuneration Committee are available in

person or by conference call at the AGM to

answer questions from shareholders.

Other governance matters

a) Diversity policy

The Company is committed to an inclusive

workplace that embraces and promotes

diversity. It is the responsibility of all

directors, officers, employees and

contractors to comply with the Company's

diversity policy and report violations or

suspected violations in accordance with

this diversity policy.

The Company recognises the value of a

diverse work force and believes that

diversity supports all employees reaching

their full potential, improves business

decisions, business results, increases

CORPORATE GOVERNANCE STATEMENT

Fairview International PLC | Annual Report 2025

stakeholder satisfaction and promotes

realisation of the Company’s vision.

Diversity may result from a range of factors

including but not limited to gender, age,

ethnicity and cultural backgrounds. The

Company believes these differences

between people add to the collective skills

and experience of the Company and

ensure it benefits by selecting from all

available talent.

b) Company and individual

expectations

The Company recognises its own and

individual expectations to:

● Ensure diversity is incorporated into

the behaviours and practices of the

Company;

● Facilitate equal employment

opportunities based on job

requirements only using recruitment

and selection processes which

ensures we select from a diverse pool;

● Engage professional search and

recruitment firms when needed to

enhance our selection pool;

● Help to build a safe work environment

by acting with care and respect at all

times, ensuring there is no

discrimination, harassment, bullying,

victimisation, vilification or

exploitation of individuals or groups;

● Develop flexible work practices to

meet the differing needs of our

employees and potential employees;

● Attract and retain a skilled and diverse

workforce as an employer of choice;

● Enhance customer service and market

reputation through a workforce that

respects and reflects the diversity of

our stakeholders and communities

that we operate in;

● Make a contribution to the economic,

social and educational well-being of

all of the communities it serves;

● Meet the relevant requirements of

domestic and international legislation

appropriate to the Company’s

operations;

● Create an inclusive workplace culture;

and

● Establish measurable diversity

objectives and monitor and report on

the achievement of those objectives

annually.

c) Market disclosure

The Company is subject to parallel

obligations under the London Stock Rules

and MAR, in relation to the disclosure and

control of price sensitive information. The

Company has obligations under corporate

and securities laws and stock exchange

rules to keep the market fully informed of

information which may have a material

effect on the price or value of Company’s

securities and to correct any material

misrepresentation, mistake or

misinformation in the market. The

Company takes continuous disclosure

seriously and requires that all of its

directors, officers, employees and

contractors observe and adhere to the

CORPORATE GOVERNANCE STATEMENT

Fairview International PLC | Annual Report 2025

Company’s procedures and policies

governing compliance with all laws

pertaining to continuous disclosure,

tipping off and insider trading.

The Company has established a formal

Disclosure Policy to address its continuous

disclosure obligations and arrangements.

The objectives of the Disclosure Policy are

to ensure that:

● The communications of the Company

with the public are timely, factual and

accurate and broadly disseminated in

accordance with all applicable legal

and regulatory requirements;

● Non-publicly disclosed information

remains confidential; and

● Trading of the Company's securities

by directors, officers and employees

of the Company and its subsidiaries

remains in compliance with applicable

securities laws.

The Disclosure Policy will also provide

advice to all directors, officers, employees

and contractors of the Company of their

responsibilities regarding their obligation

to preserve the confidentiality of

undisclosed material information while

ensuring compliance with laws respecting

timely, factual, complete and accurate

continuous disclosure, price sensitive or

material information, tipping off and

insider trading. The Disclosure Policy will

also cover disclosures in documents filed

with the securities regulators and stock

exchanges and written statements made in

the Company’s annual and half-yearly

reports, news releases, letters to

shareholders, presentations by senior

management and information contained

on Fairview‘s website and other electronic

communications. It extends to oral

statements made in meetings and

telephone conversations with analysts and

investors, interviews with the media as

well as speeches, press conferences and

conference calls.

If there is misuse of price sensitive or

material information not yet disclosed to

the market by trading or breach in

confidentiality, extremely serious

penalties may apply to the individual or

individuals involved.

CORPORATE GOVERNANCE STATEMENT

Fairview International PLC | Annual Report 2025

Board of Directors

The Board comprises of five Directors and further details of the experience of their experience

is set out below. All of the Non-Executive Directors are considered to be independent.

Daniel Chian – Chairman

Daniel Chian serves as the Chairman of the Governor's

Council of the Fairview network of IB World Schools,

bringing over 25 years of leadership to this role. As a

Chartered Accountant, Mr. Chian has contributed

significantly to the profession, having previously held

positions as a member of the Executive Committee of the

Confederation of Asia and Pacific Accountants (CAPA) for

the professional bodies of 21 jurisdictions in the Asia and

Pacific region, and as a council member of the Malaysian

Institute of Accountants (MIA), a Statutory Regulatory Body in Malaysia. Additionally, he has

represented the “Assessment of Professional Qualification” Task Force established by the

United Nations UNCTAD and the World Bank prior to January 2000, contributing to the

formulation of a methodology for assessing professional qualifications. Previously, he served

as a Non-Executive Director and Audit Committee Chairman of a listed company on the Kuala

Lumpur Stock Exchange (KLSE).

David Lim – Non-Executive Director

David Lim is a Chartered Accountant and distinguished

corporate leader with extensive board and audit

experience across several public listed and non-public

listed companies.

He currently serves as an Independent Non-Executive

Director (INED) and Audit Committee Chairman of Press

Metal Aluminium Holdings Berhad, and Chairman of both

Kawan Food Berhad and TSA Group Berhad. He is also an

INED of Kossan Rubber Industries Berhad.

David is an INED of Public Investment Bank Berhad and Malaysia Rating Corporation Berhad

(MARC), and Chairman of Rockwills Trustee Berhad, which are non-public listed companies.

David is a member of the Institute of Chartered Accountants in England and Wales (ICAEW),

the Chartered Institute of Taxation (UK), the Malaysian Institute of Accountants (MIA), and

the Malaysian Institute of Certified Public Accountants (MICPA). He has the distinction of

being the first Malaysian to be appointed to serve on the ICAEW Council, representing

Malaysia for the duration 2013-2019.

CORPORATE GOVERNANCE STATEMENT

Fairview International PLC | Annual Report 2025

Malcolm Groat – Non-Executive Director

Malcolm Groat is an experienced consultant in the

technology, natural resources, and private equity sectors.

His professional career began at PWC in London, after

which he assumed roles such as CFO, COO and CEO at

established corporations, including the present-day

Arcadis, a well-known construction firm. Since 2004,

Malcolm has served in non-executive director and

chairman capacities, presently serving at AIM-quoted

Tomco Energy, and at GS Technologies, listed in London.

His affiliations include being a Fellow of the Institute of Directors and the Institute of

Chartered Accountants in England and Wales. Malcolm's academic qualifications include

degrees from St Andrews (MA) and Warwick (MBA). He serves as a Trustee of the UK-based

Royal Society for Public Health and as a Governor as the Arts University of Bournemouth.

Jeffrey Beard – Non-Executive Director

Jeffrey R. Beard is a seasoned international executive with

two graduate degrees including an MBA from the University

of Wisconsin. His extensive first career in multinational

corporations has equipped him with cross-functional

management expertise and a comprehensive

understanding of strategic planning and delivery. In his

second career as former Director General (CEO) of the

International Baccalaureate Organization (IBO), he led

global expansion efforts, doubling revenues and scaling

operations across 3,500+ schools in over 140 countries. He brings 30+ years of experience in

both the business and education sectors, with deep expertise in strategic growth, board

governance, and operational excellence. As an Independent Director of Fairview International

PLC and Chair of its Nominations Committee, Mr. Beard provides valuable insights into both

the academic and commercial dimensions of delivering high-quality international education

efficiently at scale.

Robin Stevens – Non-Executive Director

Robin Stevens is a Chartered Accountant and is Head of

Capital Markets at AIM listed MHA Plc, the UK member firm

of Baker Tilly International. He was formerly an audit and

corporate finance partner, and Head of Capital Markets, of

Crowe UK LLP, having held senior corporate finance and audit

partner positions with Mazars LLP and MRI Moores Rowland

LLP.

Robin has had an extensive career in corporate finance

including corporate advisory and reporting assignments, raising capital, management

CORPORATE GOVERNANCE STATEMENT

Fairview International PLC | Annual Report 2025

buyouts, capital reconstructions, and pre-flotation planning. He has also advised on

acquisitions and disposals by public and private companies as well as many IPOs and

secondary offerings in the UK and overseas. Robin is currently Non-Executive Chairman at

Vector Capital Limited, Non-Executive Director of Main Market listed Aura Renewable

Acquisitions Plc, Non-Executive Director of AIM listed Hercules Plc, and Non-Executive

Director of Annica Holdings Limited, listed on the Catalist Market of the Singapore Stock

Exchange. He also presents on capital markets and corporate finance issues to international

audiences on a regular basis.

Audit and Risk Committee

The Audit and Risk Committee assists the Board in, amongst other matters, discharging its

responsibilities with regard to financial reporting, external and internal audits and controls,

including reviewing the Company’s annual financial statements, reviewing and monitoring the

extent of non-audit work undertaken by external auditors, advising on the appointment,

reappointment, removal and independence of external auditors, and reviewing the

effectiveness of the Company’s internal audit activities, internal controls and risk

management systems. The ultimate responsibility for reviewing and approving the annual

report and accounts and the half-yearly reports remains with the Board.

The Audit and Risk Committee is also responsible for:

(i) advising the Board on the Company’s risk strategy, risk policies and current risk

exposures;

(ii) overseeing the implementation and maintenance of the overall risk management

framework and systems;

(iii) reviewing the Company’s risk assessment processes and capability to identify and

manage new risks; and

(iv) monitoring potential and actual changes to legislation, especially around the

Company’s production.

The Audit and Risk Committee meets with appropriate employees of the Company at least

once annually. The membership of the Audit and Risk Committee comprises Malcolm Groat

(as its Chairman), David Lim and Jeffrey Beard.

The Audit and Risk Committee meets formally twice a year at appropriate intervals in the

financial reporting and audit cycle and otherwise as required.

Audit and Risk Committee report for the year ended 30 June 2025

Key matters considered in relation to the financial statements

The Audit and Risk Committee reviewed the planning of the 2025 audit and the annual report.

The matters set out below reflect the overall work of the Committee during these changes.

With regard to the Company’s financial statements, the Committee focused on a number of

CORPORATE GOVERNANCE STATEMENT

Fairview International PLC | Annual Report 2025

key judgements and reporting issues in the preparation of the full year results and the annual

report. In particular, the Committee considered, discussed and where appropriate raised

challenges in the areas set out below:

● Approval of the half-year results issued in March 2025 and full-year results issued in

October 2025;

● Assessment of the key estimates and adjustments used in respect of the half- and full-

year results;

● The appropriateness and clarity of the key accounting policies;

● Review of the process for identifying and managing risk with a full review of the

principal risks and how they are managed in October 2025;

● The clarity of the disclosures and compliance with financial reporting standards and

relevant financial and governance reporting requirements;

● Review of business continuity and crisis management planning;

● Verification of the independence of the external auditor, approval of the scope of the

audit plan and the audit fee, and review of the external auditor’s audit findings;

● Review of fraud and Bribery Act controls and cyber security;

● Review of supplier payment practices and customer credit management;

● Receipt of internal management accounts;

● Approval of the Audit and Risk Committee Report;

● Annual review of committee terms of reference, policy on use of auditors for non-

audit services, and auditor rotation policy (every 5 years); and

● A formal review of committee effectiveness is planned.

The Audit and Risk Committee received and considered memoranda from the Company’s

management team regarding these matters who had discussed these with the external

auditor.

It is a requirement that the annual report, taken as a whole, is fair, balanced and

understandable and provides the information necessary for shareholders to assess the

Company’s position and performance, business model and strategy.

The Committee believes that the disclosures set out in the annual report provide the

information necessary for shareholders to assess the Company’s position and performance,

business model and strategy.

Auditor appointment and independence

During the year the Committee approved Macalvins Accountants (“Macalvins”) terms of

engagement, scope of work and the process for the annual audit. It also reviewed and agreed

the audit fee proposals. The Committee has and will continue to assess the independence,

tenure and quality of the external auditor at least once a year, in addition to requiring both

verbal and written confirmation of the auditor’s independence. Macalvins has confirmed that

CORPORATE GOVERNANCE STATEMENT

Fairview International PLC | Annual Report 2025

there are no relationships between themselves and the Company that could have a bearing

on their independence.

Internal controls and risk management

The Audit and Risk Committee is responsible for the oversight of the Company’s system of

internal controls including the risk management framework. Details of the risk management

framework are provided on pages 13 - 17. Management has identified the key operational and

financial processes that exist within the business and has developed an internal control

framework. This is structured around a number of Company policies and includes a delegated

authority framework.

Two meetings of the Audit and Risk Committee were held during the year ended 30 June 2025

with all committee members attending on both occasions.

This report in its entirety has been approved by the Audit and Risk Committee.

Malcolm Groat

Audit and Risk Committee Chair

30 October 2025

Remuneration Committee

The Remuneration Committee, comprised of David Lim, Jeffrey Beard and Malcolm Groat,

with David Lim as chair, is responsible for the review and recommendation of the scale and

structure of remuneration for Directors and management, including any bonus arrangements

or the award of Options under the Share Option Plan (and any other incentives) with due

regard to the interests of Shareholders and the performance of the Company. The

Remuneration Committee will meet not less than once a year.

Nomination Committee

The Nomination Committee, comprised of David Lim, Jeffrey Beard and Malcolm Groat, with

Jeffrey Beard as chair, and will be responsible, amongst other things, for reviewing the

structure, size and composition of the Board and ensuring that it is comprised of the right

balance of skills, knowledge and experience, identifying and nominating for approval

candidates to fill any vacancies on the Board as and when they arise, giving full consideration

to succession planning for the Company and making recommendations as to the composition

of the other committees of the Board. The Nomination Committee will meet this requirement

in due course. The Nomination Committee will meet not less than once a year.

CORPORATE GOVERNANCE STATEMENT

Fairview International PLC | Annual Report 2025

Business Review

The Companies Act 2006 requires the Directors to set out a fair review of the business of the

Company during the year ended 30 June 2025, including an analysis of the position of the

Group at the end of the period and a description of the principal risks and uncertainties facing

the Group. This information includes a discussion of Key Performance Indicators that were

used by the Directors during the year to monitor the Company’s business which are:

● Student enrolments;

● Average fees;

● Overheads; and

● Cash levels.

Revenue in the year amounted to £5.34 million which the Directors consider to be satisfactory

in the circumstances. This represents a 6% increase compared to the prior year and reflects

the impact of higher average fees across the Company's two Malaysian schools. At the same

time, Fairview has continued to manage operating and administrative costs carefully, leading

to improved margins.

Student numbers remain a key driver of Fairview's performance. As of August 2025, total

headcount stood at 769 - up 9% from 707 in August 2024. New enrolments for the academic

year ending 30 June 2026 are currently 136. The Company has increased its investment in

marketing and recruitment, and anticipates continued gains as the academic year progresses.

Coupled with sustained fee growth, this positions Fairview for ongoing expansion.

34% of enrolled students are in the Primary Years Programme, 60% in the Middle Years

Programme, and 6% in the IB Diploma Programme. This demographic skew toward younger

cohorts provides a strong foundation for long-term retention and stability.

Cash at the end of the period was £163,000.

Gender analysis

A split of our employees and Directors by gender at the year-end is shown below:

Male Female

Directors 5 0

Employees 54 127

The Directors note that, due to the early-stage nature of the Company, they do not yet meet

the board gender diversity targets as specified in the Listing Rules. However, the Directors

recognise that, across the workforce as a whole, the Company overall has achieved a more

than satisfactory diversity breakdown with 70% of its employees being female. Furthermore,

CORPORATE GOVERNANCE STATEMENT

Fairview International PLC | Annual Report 2025

two out of five members of the board are from a minority ethnic background (based on UK

criteria) and the diversity target in this respect has been achieved.

Key management

The Directors consider that key management personnel are the Directors of Fairview

International PLC.

Corporate social responsibility

Fairview conducts its business with honesty, integrity and openness, respecting human rights

and the interests of its shareholders and employees. It aims to provide timely, regular and

reliable information on the business to all shareholders and conduct operations to the highest

standards. The Company strives to create a safe and healthy working environment for the

wellbeing of its staff and students and to create a trusting and respectful environment, where

all members of staff are encouraged to feel responsible for the reputation and performance

of the Company. Fairview aims to establish a diverse and dynamic workforce with team

players who have the experience and knowledge of the business operations and markets in

which the Company operates. Through maintaining good communications, members of staff

are encouraged to realise the objectives of the Company and their own potential.

Corporate environmental responsibility

The Company’s policy is to minimise the risk of any adverse effect on the environment

associated with its activities with a thoughtful consideration of such key areas as energy use,

pollution, transport, renewable resources, health and wellbeing. The Company also aims to

ensure that its suppliers and advisers meet with their legislative and regulatory requirements

and that codes of best practice are met and exceeded.

Fairview recognises that its environmental impact extends beyond its direct operations.

Where possible, the Company carefully selects suppliers and partners who demonstrate

strong environmental credentials and compliance with regulatory requirements.

While its business model relies on third-party providers to some extent, the Company

maintains oversight of the environmental impact of these operations.

The Company intends to develop more comprehensive systems to measure and report its

environmental impact, enabling the Board to set meaningful targets for improvement and

track its progress towards these goals. This includes monitoring our carbon footprint, waste

generation, and resource usage across our value chain.

Fairview acknowledges that environmental responsibility requires ongoing commitment and

continuous improvement. It remains dedicated to identifying and implementing new ways to

reduce our environmental impact, whether through innovation, operational improvements or

CORPORATE GOVERNANCE STATEMENT

Fairview International PLC | Annual Report 2025

supply chain optimisation. Further information regarding the Group’s carbon emissions can

be found at page 52 of this report.

Task Force on Climate-Related Financial Disclosures (TCFD) Statement

The Company acknowledges its obligations under the Financial Conduct Authority's Listing

Rule 6.6.6R regarding climate-related disclosures consistent with the recommendations of the

Task Force on Climate-Related Financial Disclosures (TCFD). This statement provides a

summary of the Group's current position with reference to the four TCFD pillars: Governance,

Strategy, Risk Management, and Metrics and Targets. As a business operating in a highly

regulated and evolving sector, Fairview’s focus has been on building a stable and compliant

operating model. It does, however, recognise the increasing importance of environmental

factors and are committed to progressively enhancing its climate-related governance and

disclosure practices over time.

Governance

The Board of Directors is responsible for overseeing climate-related risks and opportunities.

Given the Company's size and the direct involvement of Board members in day-to-day

operations, climate-related issues are monitored alongside other operational and regulatory

matters. To date, climate-related risks have not formed a material part of the Board's formal

consideration of strategy, budgets, performance objectives or capital expenditure. This is

primarily due to the nature of the Company business.

Nonetheless, the Board remains mindful of the importance of aligning with climate goals. It

has acknowledged that, as the business develops, more structured oversight mechanisms

must be developed. These will include clear internal objectives, regular reviews, and progress

tracking against climate-related performance indicators.

Strategy

The Group recognises that climate-related risks and opportunities will play a more prominent

role in its future strategic and operational planning. The immediate impact of climate change

on our operations is currently limited, but medium to long-term risks relating to packaging

waste, product lifecycle sustainability, and energy use are anticipated.

In the future, the Board expects to give greater weight to climate-related considerations when

reviewing strategic decisions, including materials sourcing, logistics, and supplier

partnerships. For example, rising consumer and regulatory expectations around recyclability

and carbon footprint may shape our strategy, while increased scrutiny on supplier emissions

could influence our procurement policies. As the business matures, we anticipate developing

a climate-informed (if not climate led) approach to innovation, where product development

and marketing strategies align with sustainability goals. Over time, climate performance may

become integrated into strategic KPIs, investment decisions, and brand positioning, as this will

support long-term competitiveness in an environmentally conscious marketplace.

CORPORATE GOVERNANCE STATEMENT

Fairview International PLC | Annual Report 2025

Risk Management

The Company does not yet maintain a standalone climate risk register, and climate-related

risks are currently assessed by the Board alongside broader business risks. All principal risk

matters are addressed collectively by the Board due to the Company’s size and the integrated

nature of its management structure. As our governance framework evolves, Fairview intends

to formalise climate risk assessment processes in line with broader enterprise risk

management practices.

As part of its broader risk management efforts, the Company intends to introduce more

structured processes to identify, evaluate, and mitigate climate-related risks. This includes

building internal capacity, formalising risk governance procedures, and integrating these into

enterprise risk management as part of the Group’s evolution.

Metrics and Targets

The Company has not yet developed climate-specific metrics or targets. Several practical

factors have contributed to this:

● The Company’s recent acquisitions and restructuring have made historical data

irrelevant for future measurement;

● Supply chain volatility has complicated data collection and environmental

performance tracking;

● Resource constraints have required prioritisation of commercial, regulatory and

financial status over environmental concerns;

● Climate-related matters have not been integrated into business KPIs, capital

allocation decisions or performance reviews.

Despite its current status, the Company recognises that in order to effectively manage

climate-related risks and opportunities, these limitations must be addressed. In future, the

Board plans to:

● Establish baseline measurements of environmental impact;

● Develop key performance indicators relevant to climate-related priorities;

● Integrate environmental data into operational systems and reporting frameworks;

● Set medium and long-term targets for emissions, packaging waste, and product

lifecycle sustainability.

Notwithstanding the above, the Company does monitor and estimate the environmental

impact attributable to certain core activities in line with the Streamlined Energy and Carbon

Reporting (SECR) regulations. Further information can be found on page 51 of this report.

Current State of Compliance and Forward Commitment

As a public company committed to responsible growth, Fairview understands that alignment

with TCFD principles is essential. This disclosure reflects its current position and outlines the

steps it is taking to improve compliance. As its business scales, the Company expects its TCFD

disclosures and climate governance to evolve in tandem with the Group’s operational

maturity and sustainability commitments.

CORPORATE GOVERNANCE STATEMENT

Fairview International PLC | Annual Report 2025

The Company views this statement as a foundation for future development. While climate-

related concerns have not yet formed a central part of its strategic planning, it is committed

to integrating them more formally as its capacity and maturity increases. Future disclosures

will build on the principles outlined here, reflecting its intention to meet the expectations of

investors, regulators, and other stakeholders regarding responsible environmental.

stewardship and climate risk management.

The Company recognises the UK’s legally binding net zero target and is committed to aligning

with it over time. As its operations mature, Fairview will assess its emissions, embed

decarbonisation into planning and develop a credible roadmap to support the national

transition in a commercially sustainable way.

The Board believes this approach represents a realistic and responsible balance between the

Company’s growth objectives and its environmental responsibilities, while acknowledging the

practical limitations faced by early-stage companies in achieving comprehensive TCFD

compliance.

Disclosures and considerations relating to Fairview’s schools

As part of its ongoing commitment to responsible environmental stewardship, the Company

recognises the importance of setting a high standard within its own operations. In this regard,

the Company has implemented several initiatives during the year:

• Management are exploring the installation of solar panels with the schools’ campus

to increase renewable energy generation;

• The schools use rain water tanks to irrigate plants and provide water for washing

communal areas;

• Light fittings have been switched to low energy LED bulbs;

• Motion sensor for lights in corridors and classrooms have been installed;

• Individual split unit air conditioners are installed in classrooms and administrative

offices rather than relying on centralised units meaning that they can be turned on

only when necessary; and

• Inverter air conditioners which use microprocessors to control the speed of the

compressor motor to match the required output are used so that, once the room is

cool, an inverter air conditioner lowers the speed of the motor to save energy and

maintain the desired temperature.

Share Capital

Fairview International PLC is incorporated as a public limited company and is registered in

England with the registered number 15528502. Details of the Company’s issued share capital,

together with the details of the movements during the period, are shown in Note 12. The

Company has one class of Ordinary shares and all shares have equal voting rights and rank

pari passu for the distribution of dividends and repayment of capital.

CORPORATE GOVERNANCE STATEMENT

Fairview International PLC | Annual Report 2025

Shareholder Communications

The Company uses its corporate website (www.fairviewplc.uk) to ensure that the latest

announcements, press releases and published financial information are available to all

shareholders and other interested parties.

The AGM is used to communicate with both institutional shareholders and private investors

and all shareholders are encouraged to participate. Separate resolutions are proposed on

each issue so that they can be given proper consideration and there is a resolution to approve

the Annual Report and Accounts. The Company counts all proxy votes and will indicate the

level of proxies lodged on each resolution after it has been dealt with by a show of hands.

DIRECTORS’ REMUNERATION REPORT

Fairview International PLC | Annual Report 2025

DIRECTORS’ REMUNERATION REPORT

Remuneration policies (unaudited)

The Company’s objective seeks to operate a remuneration policy that is fair to its employees

and aligned to shareholders’ interests in the successful delivery of the Company’s long-term

strategy. The remuneration policy is designed to attract, retain and motivate executive

Directors and all employees with a view to encouraging commitment to the development of

the Company and for long term enhancement of shareholder value in what is an innovative,

high growth business. Fairview works on a principle and belief that its culture is stronger if

there is unity between all members of the team and this is reflected in alignment of pay rises,

pensions and other benefits across all of its employees.

Fairview’s remuneration principles are designed to:

• provide a clear link between remuneration outcomes and overall corporate

performance;

• provide alignment between the structures of executive and employee remuneration,

reinforcing Fairview’s culture;

• ensure remuneration is competitive against companies of similar size and complexity;

and

• provide a policy that reflects best practice governance for a listed company whilst

being cognisant of the relevant market for executive talent.

The employees are eligible for bonuses based on the performance of not only themselves but

also the Company. The Board and the Remuneration Committee, when assessing this

performance, will take into account the Key Performance Indicators outlined on page 39 as

well as the performance of the Company’s share price.

The following service agreements and letters of appointment have been entered into by the

Company with the Directors:

Daniel Chian entered into a service contract dated 4 October 2024 to act as Executive

Chairperson of the Company with effect from Admission. Pursuant to his service agreement,

he is entitled to receive a fee of £75,000 per annum for his services to the Company although

Mr Chian agreed to waive 50 per cent. of his fee for 12 months following Admission. It is

expected that he will devote such time as is necessary for the proper performance of his duties

to the Company. The engagement is for an initial period of 12 months and thereafter may be

terminated by either party by giving six months’ written notice.

David Lim has a letter of appointment with the Company dated 4 October 2024 confirming

the terms and conditions of his appointment as a Non-Executive Director. Mr Lim’s

appointment is for an initial period of 12 months unless terminated on three months’ written

notice or for cause by the Company giving notice effective immediately. Mr Lim may terminate

his appointment by giving 30 days’ notice if there is an unremedied serious or persistent

DIRECTORS’ REMUNERATION REPORT

Fairview International PLC | Annual Report 2025

breach of any material provision by the Company. Upon termination, he must ensure that he

resigns without claim for compensation from any office held (including that of director). Mr

Lim will receive a fee of £24,000 per annum for his Board duties and a further £13,000 per

annum to act as chairman of the remuneration committee. Mr Lim is entitled to be reimbursed

for reasonable travelling, accommodation and general expenses incurred, at the Company’s

sole discretion and upon receipt of a valid tax invoice.

Malcolm Groat has a letter of appointment with the Company dated 4 October 2024

confirming the terms and conditions of his appointment as a Non-Executive Director. Mr

Groat’s appointment is for an initial period of 12 months unless terminated on three months’

written notice or for cause by the Company giving notice effective immediately. Mr Groat may

terminate his appointment by giving 30 days’ notice if there is an unremedied serious or

persistent breach of any material provision by the Company. Upon termination, he must

ensure that he resigns without claim for compensation from any office held (including that of

director). Mr Groat will receive a fee of £7,000 per annum for his Board duties and is entitled

to be reimbursed for reasonable travelling, accommodation and general expenses incurred,

at the Company’s sole discretion and upon receipt of a valid tax invoice. MMM Consulting Pte

Ltd has entered into a consultancy agreement with the Company dated 4 October 2024 to

undertake consultancy services for the Company and Malcolm Groat has agreed to be

available to the Company to provide consultancy services. The engagement is for an initial

period of one year unless and until terminated as provided by the terms of this agreement or

by either party giving to the other not less than three months’ prior written notice. MMM

Consulting Pte Ltd will receive a gross annual fee of £30,000 payable in equal monthly

instalments. MMM Consulting Pte Ltd is entitled to be reimbursed all reasonable expenses

properly and necessarily incurred in the course of its engagement subject to production of

receipts or other forms of evidence of payment.

Jeffrey Beard has a letter of appointment with the Company dated 4 October 2024 confirming

the terms and conditions of his appointment as a Non-Executive Director. Mr Beard’s

appointment is for an initial period of 12 months unless terminated on three months’ written

notice or for cause by the Company giving notice effective immediately. Mr Beard may

terminate his appointment by giving 30 days’ notice if there is an unremedied serious or

persistent breach of any material provision by the Company. Upon termination, he must

ensure that he resigns without claim for compensation from any office held (including that of

director). Mr Beard will receive a fee of £24,000 per annum for his Board duties and a further

£13,000 per annum to act as chairman of the nomination committee. Mr Beard is entitled to

be reimbursed for reasonable travelling, accommodation and general expenses incurred, at

the Company’s sole discretion and upon receipt of a valid tax invoice.

Robin Stevens has a letter of appointment with the Company dated 4 October 2024

confirming the terms and conditions of his appointment as a Non-Executive Director. Mr

Stevens’ appointment is for an initial period of 12 months and thereafter may be terminated

by either party by giving three months’ written notice (or by the Company making payment in

lieu of notice), or for cause by the Company giving notice effective immediately. Mr Stevens

DIRECTORS’ REMUNERATION REPORT

Fairview International PLC | Annual Report 2025

may terminate his appointment by giving 30 days’ notice if there is an unremedied serious or

persistent breach of any material provision by the Company. Upon termination, he must

ensure that he resigns without claim for compensation from any office held (including that of

director). Mr Stevens will receive a fee of £45,000 per annum for his Board duties. Mr Stevens

is entitled to be reimbursed for reasonable travelling, accommodation and general expenses

incurred, at the Company’s sole discretion and upon receipt of a valid tax invoice.

Future policy table

Base Salary /

Director Fee

Pension

Contribution

Benefits in Kind Bonus or

incentive plan

D Chian 75,000 nil nil Ad hoc basis

D Lim 37,000 nil nil Ad hoc basis

M Groat 37,000 nil nil Ad hoc basis

J Beard 37,000 nil nil Ad hoc basis

R Stevens 45,000 nil nil Ad hoc basis

The Executive Director’s service contract is reviewed annually.

Benefits in kind (unaudited)

No benefits in kind have been offered.

Service contracts (unaudited)

The Directors’ service contracts and letters of appointment are available for inspection at the

Company’s registered office.

Approval by members (unaudited)

The remuneration policy above will be put before the members for approval at the next

Annual General Meeting.

Implementation report

Particulars of Directors’ Remuneration

Particulars of directors’ remuneration are given in Note 7 to the Company’s accounts on page

104 and further referenced in this report on the following page.

DIRECTORS’ REMUNERATION REPORT

Fairview International PLC | Annual Report 2025

Remuneration paid to the Directors during the period ended 30 June 2025 was:

Director Base salary (£) Benefits in

kind (£)

Pension

contributions (£)

Total (£)

Executive

Director

D Chian 27,157 0 0 27,157

Non-Executive

Directors

D Lim 26,801 0 0 26,801

M Groat 26,005 0 0 26,005

J Beard 26,801 0 0 26,801

R Stevens 32,589 0 0 32,589

Payments to past Directors

There were no payments to past directors during the period.

Payments for loss of office

There were no payments for loss of office during the period.

Bonus and Incentive plans

There were no bonuses paid to directors or staff during the period.

Comparison of the remuneration of the Chairman (unaudited)

The following table shows the comparison of the Chairman’s remuneration in the period

compared to that of all employees, except directors.

2025

Total remuneration (£) Chairman 27,157

All employees 1,747,507

Fairview continuously reviews its workforce remuneration policies and practices to ensure its

offering at all levels of the Group remains aligned with its pay philosophy, is suitably

competitive and reinforces the Group’s strategic plan. Alignment between executive and

employee remuneration is one of the Group’s key principles. Fairview operates a consistent

approach to fixed pay (salary, benefits, pension) across the Group, setting these at levels that

enable the Group to compete effectively in relevant talent markets.

Each year the Remuneration Committee will review the remuneration of the Group’s

executive directors and will determine any increase in the base salary for the executive

directors in line with average salary increases given to the general workforce.

DIRECTORS’ REMUNERATION REPORT

Fairview International PLC | Annual Report 2025

Relative importance of expenditure on remuneration (unaudited)

2025

Total Directors’ remuneration (£) 139,353

Distributions to shareholders (£) -

Directors’ interest in shares (audited)

The Company has no Director shareholding requirement.

The beneficial interest of the Directors in the ordinary share capital of the Company at 30 June

2025 was:

Number Percentage of issued share

capital at 30 June 2025

D Chian* 500,000,000 89.93%

D Lim nil nil

M Groat nil nil

J Beard nil nil

R Stevens nil nil

Mr Chian’s interest in Fairview is held through Agodeus Sdn Bhd

The Directors held no share options or warrants at 30 June 2025.

Statement (unaudited)

This Directors’ Remuneration Report was approved by the Board and signed on its behalf by

Mr David Lim as Chair of Remuneration Committee

Daniel Chian

Chairman

30 October 2025

STATEMENT OF DIRECTORS’ RESPONSIBILITIES

Fairview International PLC | Annual Report 2025

Statement of Directors’ Responsibilities in respect of the Annual Report and the Financial

Statements

The Directors are responsible for preparing this report and the financial statements in

accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial

period which present fairly the financial position of the Company and the financial

performance and cash flows of the Company for that period.

In preparing those financial statements, the Directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and estimates that are reasonable and prudent;

• present information, including accounting policies, in a manner that provides

relevant, reliable, comparable and understandable information;

• state whether they comply with UK-adopted international accounting standards,

subject to any material departures disclosed and explained in the financial

statements;

• prepare the financial statements on the going concern basis unless it is

inappropriate to presume that the Company will continue in business; and

• provide additional disclosures when compliance with the specific requirements for

international accounting standards is insufficient to enable users to understand the

impact of particular transactions, other events and conditions on the entity’s

financial position and financial performance.

The Directors are responsible for keeping adequate accounting records that are sufficient

to show and explain the Company’s transactions and disclose with reasonable accuracy at

any time the financial position of the Company and enable them to ensure that the

Company financial statements comply with the Companies Act 2006. They are also

responsible for safeguarding the assets of the Company and hence for taking reasonable

steps for the prevention and detection of fraud and other irregularities.

Under applicable law and regulations, the Directors are also responsible for preparing a

Strategic Report, Directors’ Report, Directors’ Remuneration Report and Corporate

Governance Statement that comply with that law and those regulations, and for ensuring

that the Annual Report includes information required by the Listing Rules of the Financial

Conduct Authority.

STATEMENT OF DIRECTORS’ RESPONSIBILITIES

Fairview International PLC | Annual Report 2025

So far as the Directors are aware, there is no relevant audit information, as defined by

Section 418 of the Companies Act 2006, of which the Company’s auditors are unaware and

each Director has taken all the steps that he ought to have taken as a director to make

himself aware of any relevant audit information and to establish that the Company’s

auditors are aware of that information.

The financial statements are published on the Company’s website www.fairviewplc.uk and

the Directors are responsible for the maintenance and integrity of the website. Visitors to the

website need to be aware that legislation in the United Kingdom covering the preparation and

dissemination of the financial statements may differ from legislation in their jurisdiction.

We confirm that to the best of our knowledge:

• the Company’s financial statements, prepared in accordance with international

accounting standards in conformity with the requirements of Companies Act 2006,

give a true and fair view of the assets, liabilities, financial position and profit of the

Company;

• this Annual Report includes a fair review of the development and performance of the

business and the position of the Company together with a description of the principal

risks and uncertainties that it faces; and

• the Annual Report and financial statements, taken as a whole, are fair, balanced and

understandable and provide the information necessary for shareholders to assess the

Company’s performance, business model and strategy.

Environmental Responsibility and Greenhouse Gas Disclosures

The Directors recognise the importance of assessing and managing the impact of the business

and its operations on the environment. Given that the Company is at an early stage of its

growth under its current business model, it has it not always appropriate or possible to fully

measure the Company’s emissions and environmental impact as its operations are in a state

of transition. The Company is committed, however, to adopting a compliant approach to all

relevant rules and regulations.

The primary environmental risks that are relevant to the Company include the production of

carbon emissions from transportation and energy consumption; the management of waste

including from packaging and products; and the sourcing of materials. The Directors are

committed to working with stakeholders and partners to ensure that the environmental

impact of these products is minimised.

Under the Companies (Directors’ Report) and Limited Liabilities Partnerships (Energy &

Carbon Report) Regulations 2019, Fairview is mandated to disclose its UK energy use and

associated greenhouse gas (GHG) emissions. Specifically, and as a minimum, it is required to

STATEMENT OF DIRECTORS’ RESPONSIBILITIES

Fairview International PLC | Annual Report 2025

report those GHG emissions relating to natural gas, electricity and transport fuel as well as an

intensity ratio, under the Streamlined Energy & Carbon Reporting (SECR) Regulations.

In calculating its greenhouse gas emissions, the Company uses The Climate Registry’s default

electricity and natural gas square footage emission intensities to estimate electricity and

natural gas usage for each space occupied. The result in kilowatt hours of electricity or cubic

feet of natural gas used was multiplied by appropriate default emission factors to calculate

metric tonnes of carbon dioxide equivalent (CO2e). Owing to the Company’s listing on the

London Stock Exchange during the year under review and therefore incomplete data for all

categories (as described below), it has confined its measurement and reporting approach to

those direct outputs from the Company’s staff, calculated in line with the methodology used

by external experts engaged to quantify the Company’s output in the prior year.

In future years, the Company expects to report its greenhouse gas emissions in line with the

recommendations in the Listing Rules, namely:

• Scope 1: direct emissions from sources that the Company owns or controls, such as

company vehicles.

• Scope 2: indirect emissions from the purchased electricity that the Company uses.

• Scope 3: any other indirect emissions in the Company’s supply chain from sources it

does not own or control.

All reported energy consumption and associated greenhouse gas emissions during the period

occurred outside the United Kingdom, reflecting the geographic location of the Company’s

workforce during the period. The principal energy efficiency measure undertaken remains the

Company’s use of a remote working model, which reduces energy consumption associated

with office occupancy, business travel and commuting.

The table below provides more information relating to the Company’s greenhouse gas

emissions and energy usage for its locations globally.

Consumption: kWh Emissions: tC02e

Electricity 1,334,568 311

The Company will continue to monitor its environmental footprint and seek to minimise its

carbon emissions, balancing commercial needs with environmentally responsible choices.

Further reporting, analysis and commentary will be provided in future reports as the

Company’s operations mature.

Disclosure and Transparency

Details of the Company’s share capital are given in Note 12. There are no restrictions on

transfer or limitations on the holding of the ordinary shares. None of the shares carry any

STATEMENT OF DIRECTORS’ RESPONSIBILITIES

Fairview International PLC | Annual Report 2025

special rights with regard to the control of the Company. There are no known arrangements

under which the financial rights are held by a person other than the holder and no known

agreements or restrictions on share transfers and voting rights.

As far as the Company is aware there are no persons with significant direct or indirect holdings

other than the Directors and other significant shareholders as shown on the Company’s

website: www.fairviewplc.uk.

The provisions covering the appointment and replacement of directors are contained in the

Company’s articles, any changes to which require shareholder approval. There are no

significant agreements to which the Company is party that take effect, alter or terminate upon

a change of control following a takeover bid and no agreements for compensation for loss of

office or employment that become effective as a result of such a bid.

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS

Fairview International PLC | Annual Report 2025

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FAIRVIEW INTERNATIONAL PLC

Opinion

We have audited the financial statements of Fairview International PLC (the “Company”) and

its subsidiary undertakings (together referred to as the “Group”) for the year ended 30 June

2025, which comprise:

• The consolidated statement of comprehensive income for the year ended 30 June

2025;

• The consolidated and the Company statement of financial position as at 30 June 2025;

• The consolidated statement of cash flows for the year ended 30 June 2025;

• The consolidated and the Company statement of changes in equity for the year ended

30 June 2025; and

• Notes to the financial statements, which include a summary of significant accounting

policies and other explanatory information.

The financial reporting framework that has been applied in the preparation of the Group

financial statements is applicable law and International Accounting Standards in conformity

with the requirements of the Companies Act 2006. The financial reporting framework that has

been applied in the preparation of the Company financial statements is applicable law and

United Kingdom Accounting Standards, including Financial Reporting Standard 101 Reduced

Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).

In our opinion:

• The financial statements give a true and fair view of the state of the Group’s and the

Company’s affairs as at 30 June 2025 and of the Group’s profit/loss for the year then

ended;

• The Group financial statements have been properly prepared in accordance with UK-

adopted International Accounting Standards;

• The Company financial statements have been properly prepared in accordance with

UK Accounting Standards; and

• The financial statements have been prepared in accordance with the requirements of

the Companies Act 2006.

Our audit opinion is consistent with our reporting to the Audit Committee.

Our audit opinion does not extend to the comparative information for the year ended 30 June

2024, which is presented for illustrative purposes in accordance with merger accounting.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs

(UK)) and applicable law. Our responsibilities under those standards are further described in

the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report.

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS

Fairview International PLC | Annual Report 2025

We remained independent of the Group in accordance with the ethical requirements that are

relevant to our audit of the financial statements in the UK, including the FRC’s Ethical

Standard, as applicable to listed public interest entities, and we have fulfilled our other ethical

responsibilities in accordance with these requirements.

To the best of our knowledge and belief, we declare that non-audit services prohibited by the

FRC’s Ethical Standard were not provided.

We have provided no non-audit services to the Company or its controlled undertakings in the

period under audit.

Conclusions Relating to Going Concern

In auditing the financial statements, we have concluded that the directors' use of the going

concern basis of accounting in the preparation of the financial statements is appropriate.

Our evaluation of the directors’ assessment of the company’s ability to continue to adopt the

going concern basis of accounting included:

• Confirm our understanding of the directors’ going concern assessment process,

including the controls over the review and approval of the budget and plan. We have

obtained a copy of management’s assessment of going concern and evidence that the

assessment was approved by the Board;

• Assessing the appropriateness of the duration of the going concern assessment period

to 31 October 2026 and considering the existence of any significant events or

conditions beyond this period;

• Review and verification of the inputs and assumptions used in the board-approved

working capital forecasts, identifying the key assumptions and evaluating the

appropriateness of these assumptions;

• Evaluating management’s historical forecasting accuracy and the consistency of the

going concern assessment with information obtained from other areas of the audit;

• Testing the mechanical accuracy of the going concern analysis;

• Performing independent sensitivity analysis on management’s assumptions, including

applying adverse cashflow sensitivities and evaluating mitigating actions available to

management, e.g., deferring expenditure; and

• Evaluating the disclosures on going concern.

Based on the work we have performed, we have not identified any material uncertainties

relating to events or conditions that, individually or collectively, may cast significant doubt on

the Company’s or Group’s ability to continue as a going concern for a period of at least twelve

months from when the financial statements are authorised for issue.

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS

Fairview International PLC | Annual Report 2025

Overview of Our Audit Approach

Materiality

In planning and performing our audit we applied the concept of materiality. An item is

considered material if it could reasonably be expected to change the economic decisions of a

user of the financial statements, as prescribed in ISA 320.

Overall Group materiality for the financial statements of £79,800 based on basis 1.5% of

turnover. Turnover was selected as the benchmark due to its relevance to stakeholders in

assessing the Group’s operational performance.

Group Performance materiality of £51,900, adjusted for entity-specific risk and audit

environment.

Reporting threshold to the Audit Committee of £3,100, with errors below that threshold to be

reported if, in our opinion as auditor, disclosure was required on qualitative grounds.

Scope of Audit

The Company is accounted for from Kuala Lumpur, Malaysia where all the Group’s records are

maintained.

In establishing our overall approach to the Group audit, we determined the type of work that

needed to be undertaken at significant components and engaged component auditors for the

subsidiaries. We directed the component auditor regarding the audit approach through group

instructions detailing significant risks, reporting requirements, and expected audit evidence

in terms of ISA 600 (Revised).

This, together with the additional procedures performed at Group level, gave us appropriate

evidence for our opinion on the Group financial statements.

Key Audit Matters (KAMs)

Key audit matters are those matters that, in our professional judgment, were of most

significance on our audit of the financial statements of the current period and include the

most significant assessed risks of material misstatement (whether or not due to fraud) that

we identified, including those which had the greatest effect on: the overall audit strategy, the

allocation of resources in the audit; and direction of the engagement team efforts.

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS

Fairview International PLC | Annual Report 2025

Key audit matter

Audit response to key matter Findings

Fraud in revenue

recognition

We performed relevant audit procedures and specific tests

to evaluate if revenue had been omitted from the financial

statements for the current year. Our procedures included

the following:

• Carried out substantive audit testing on revenue

recognised during the year and cut-off testing:

• Our review of the revenue did not reveal evidence

of income which had been omitted and not

accurately reflected in the financial statements.

• Evaluating that management’s revenue recognition

policies are compliant:

• All student revenue and application of the revenue

recognition policy was appropriate, indicating that

revenue recognition is accurate. This also included

reviewing the work carried out on revenue

recognition, on the same basis as ourselves, by the

component auditor.

• Audited material manual journals posted to

revenue:

• Our review did not provide evidence that the

company had completed any unrecorded revenue

or revenue-generating agreements that would

affect income recognition in the financial

statements.

These procedures

enabled to us to

form an opinion

that the presumed

risk of fraud in

revenue recognition

is rebuttable under

ISA 240.

Management

override of

controls

Presumed risk under ISA 240:

Risk of management using their position in the company to

manipulate financial results and misappropriate assets.

In addition to the procedures described in the “Auditor’s

responsibilities for the audit of the financial statements” of

the Audit report, we audited to higher risk all areas

requiring judgement, performed tests on a sample basis of

ournal entries exhibiting unusual characteristics, journals

relating to areas of significant audit interest and

incorporated unpredictability in our substantive testing

procedures.

We assessed the appropriateness of liabilities and

transactions to related parties, reviewing management’s

review of contracts, their identification and estimation of

performance obligations, including ratification of such

Based on our audit

procedures

performed we have

not identified any

instances of

management

override of

controls.

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS

Fairview International PLC | Annual Report 2025

obligations by the board and reviewing appropriate

supporting documentation.

Going concern Risk of incorrect use of the going concern assumption

based on the company’s performance and future

obligations.

We performed procedures to test and assess the significant

assumptions used in the working capital forecasts,

including performing sensitivity analysis as detailed in the

going concern section of the audit report.

Based on the result

of our audit

procedures we have

concluded the

directors’ adoption

of the going basis of

preparation is

appropriate.

Non-current assets

held for sale

Risk of misclassification and measurement error, ensuring

the correct valuation basis was applied, and adequate

disclosures are made.

Based on the

procedures

performed, we are

satisfied that the

assets classified as

non-current assets

held for sale are

appropriately

recognised,

measured, and

disclosed.

Common control

transaction

(merger

accounting)

Key risk related to the appropriateness of merger

accounting to the group reorganisation, specifically the

application of a common-control transaction. The

completeness, accuracy and valuation of the merger

reserve balances, and comparative information accuracy

presented.

We performed procedures involving the review and

inspection the Share Purchase Agreements, board minutes,

and corporate structure; inspected share registers before

and after the reorganisation; and verification of

component net assets transferred; recalculation the

merger reserve and the consolidation eliminations.

Based on the

procedures

performed, we are

satisfied that the

merger accounting

was appropriately

applied, and related

balances are

appropriate.

Other Matter

The comparative information presented for the year ended 30 June 2024 has been prepared

on a combined basis to illustrate the effect of the common-control reorganisation that

occurred during the current year. The comparative information reflects the aggregated results

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS

Fairview International PLC | Annual Report 2025

and financial position of the combining entities as if the current group structure had existed

in the prior period.

We were not appointed as auditors of the Group for the year ended 30 June 2024 and,

accordingly, we have not audited and do not express an opinion on the comparative

information presented for that period. Our audit opinion on the current year’s financial

statements does not extend to, and should not be read as providing assurance on, the

comparative figures included solely for presentation purposes under merger accounting.

Other Information

The other information comprises the information included in the annual report other than the

financial statements and our auditor’s report thereon.

The directors are responsible for the other information contained within the annual report.

Our opinion on the financial statements does not cover the other information and, except to

the extent otherwise explicitly stated in our report, we do not express any form of assurance

conclusion thereon.

Our responsibility is to read other information in the annual report and consider whether it is

materially inconsistent with the financial statements or our audit knowledge, as required per

ISA 720.

If we identify such material inconsistencies or apparent material misstatements, we are

required to determine whether this gives rise to a material misstatement in the financial

statements themselves. If, based on the work we have performed, we conclude that there is

a material misstatement of this other information, we are required to report that fact.

In this respect, we have nothing to report.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion the part of the directors’ remuneration report to be audited has been properly

prepared in accordance with the Companies Act 2006.

In our opinion, based on the work undertaken in the course of the audit:

• the information given in the strategic report and the directors’ report for the financial

year for which the financial statements are prepared is consistent with the financial

statements; and

• the strategic report and the directors’ report have been prepared in accordance with

applicable legal requirements

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS

Fairview International PLC | Annual Report 2025

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Group and the Company and its

environment obtained in the course of the audit, we have not identified material

misstatements in the strategic report or the directors’ report.

We have nothing to report in respect of the following matters in relation to which the

Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept by the parent company, or returns

adequate for our audit have not been received from branches not visited by us; or

• the parent company financial statements and the part of the directors’ remuneration

report to be audited are not in agreement with the accounting records and returns;

• certain disclosures of directors’ remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

Responsibilities of the directors for the financial statements

As explained more fully in the directors’ responsibilities statement, the directors are

responsible for the preparation of the financial statements and for being satisfied that they

give a true and fair view, and for such internal control as the directors determine is necessary

to enable the preparation of financial statements that are free from material misstatement,

whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company

and Group’s ability to continue as a going concern, disclosing, as applicable, matters related

to going concern and using the going concern basis of accounting unless the directors either

intend to liquidate the Group or to cease operations, or have no realistic alternative but to do

so.

Auditor’s Responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as

a whole are free from material misstatement, whether due to fraud or error, and to issue an

auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance

but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect

a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in

the aggregate, they could reasonably be expected to influence the economic decisions of

users taken on the basis of these financial statements.

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS

Fairview International PLC | Annual Report 2025

Explanation as to what extent the audit was considered capable of detecting irregularities,

including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We

design procedures in line with our responsibilities, outlined above, to detect material

misstatements in respect of irregularities, including fraud. The extent to which our procedures

are capable of detecting irregularities, including fraud, is detailed below:

• We obtained an understanding of the legal and regulatory frameworks within which

the Group operates, focusing on those laws and regulations that have a direct effect

on the determination of material amounts and disclosures in the financial statements.

The laws and regulations we considered in this context were relevant company law

and taxation legislation in the UK and Malaysia jurisdictions in which the Group

operates.

• We identified the greatest risk of material impact on the financial statements from

irregularities, including fraud, to be the override of controls by management. Our

audit procedures to respond to these risks included enquiries of management about

their own identification and assessment of the risks of irregularities, sample testing

on the posting of journals, and reviewing accounting estimates for biases.

There are inherent limitations in the audit procedures described above. We are less likely to

become aware of instances on non-compliance with laws and regulations that are not closely

related to events and transactions reflected in the financial statements. Also, the risk of not

detecting a material misstatement due to fraud is higher than the risk of not detecting one

resulting from error, as fraud may involve deliberate concealment by, for example, forgery or

intentional misrepresentations, or through collusion.

Our audit testing might include testing complete populations of certain transactions and

balances. However, it typically involves selecting a limited number of items for testing, rather

than testing complete populations. We will often seek to target particular items for testing

based on their size or risk characteristics. In other cases, we will use audit sampling to enable

us to draw a conclusion about the population from which the sample is selected.

A further description of our responsibilities for the audit of the financial statements is located

on the Financial Reporting Council’s website at

https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s

report.

Other matters which we are required to address

We were appointed by the board on 24 June 2025 to audit the financial statements. Our total

uninterrupted period of engagement is less than one year.

The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the

group or the parent company and we remain independent of the group and the parent

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS

Fairview International PLC | Annual Report 2025

company in conducting our audit. No other non-audit services were provided to the group or

the parent company.

Our audit opinion is consistent with the additional report to the audit committee.

Use of our report

This report is made solely to the Company’s members, as a body, in accordance with Chapter

3 of part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might

state to the Company’s members those matters we are required to state to them in an

auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not

accept or assume responsibility to anyone other than the Company and the Company’s

members as a body, for our audit work, for this report, or for the opinions we have formed.

Pankaj Rajani

For and on behalf of Macalvins

Statutory Auditor

30 October 2025

CONDOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Fairview International PLC | Annual Report 2025

2025

2024

NOTES £’000

£’000

Revenue 15 5,342 5,011

Cost of sales 20 (2,606) (2,616)

Gross profit 2,736 2,395

Other operating income 26 1,161 815

Administrative expenses (940) (586)

Operating profit 2,957 2,624

Finance costs 16 (779) (727)

Profit before taxation and

exceptional items

2,178 1,897

Exceptional items 22 (878) 0

Profit before taxation 1,300 1,897

Income tax expense 17 (546) (554)

Profit after taxation 754 1,343

Total comprehensive income

attributable to:

The shareholders of the

Company

724 1,343

Non-controlling interest 30 0

754 1,343

Earnings per share (basic &

diluted):

Pro-forma basic & diluted

earnings per share attributable

to the owners of the company

24 0.13 -

Pro-forma basic and diluted

earnings per share before non –

recurring IPO costs attributable

to the owners of the Company

(pence)

24 0.28 -

There was no other comprehensive income in the period.

The accompanying notes on pages 69 to 97 form part of these financial statements.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Fairview International PLC | Annual Report 2025

NOTE

2025

2024

£’000

Non-Current assets

Property, plant and equipment

13,247 13,248

Right-of-use assets

1,473 1,471

Intangible assets

136 207

Total non-current assets

14,856 14,926

Assets Held for Sales

4,915 6,812

Current assets

Inventories

53 59

Trade receivables

26 9

Other receivables

6,061 5,700

Cash and bank balances

163 1,083

Total current assets

11,218 13,663

Total Assets 26,074 28,589

Current Liabilities

School fee deposit payables 566 1,919

Other payables 18 981 2,125

Bank borrowings (Secured) 14 4,154 3,603

Unearned portion of school fees

received

1,153 863

Tax liabilities 343 153

Total current liabilities 7,197 8,663

Non-Current liabilities

Deferred tax liabilities 13 1,974 2,005

Bank borrowings (secured) 14 7,500 8,609

Other payables 18 3,648 6,793

Total non-current liabilities 13,122 17,407

TOTAL LIABILITIES 20,319 26,070

Equity

Share capital

5,560 5,000

Share premium

25 2,176 0

Distributable 13,594 13,889

Exchange reserve 75 34

Minority interest (7) (37)

Merger reserve (16,367) (16,367)

Retained earnings

724 (0)

5,755 2,519

Total Equity and Liabilities 26,074 28,589

Fairview International PLC is registered in England and Wales with number 15528502.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Fairview International PLC | Annual Report 2025

The financial statements were approved by the Board of Directors on 30 October 2025 and

signed on their behalf by:

Daniel Chian Malcolm Groat

The accompanying notes on pages 69 to 97 form part of these financial statements.

CONSLIDATED STATEMENT OF CHANGES IN EQUITY

Fairview International PLC | Annual Report 2025

£’000 Share

capital

premium

Merger

deficit

Foreign

reserve

Distributable Retained

earnings

Total attributable

to owners of

parent

Non-controlling

interests

Total

equity

Balance at 30.06.2023 0 0 0 0 0 0 0 0 0

Profit of the year 0 0 0 0 0 (0) (0) 0 (0)

Issuance of share capital 0 0 0 0 0 0 0 0 0

Merger acquisition 5,000 0 (16,367) 34 13,889 0 2,556 (37) 2,519

Balance at 30.06.2024 5,000 0 (16,367) 34 13,889 (0) 2,556 (37) 2,519

Profit for the year 0 0 0 0 0 724 724 30 754

Other comprehensive incom

the financial year

0 0 0 41 0 0 41 0 41

Bonus issue 295 0 0 0 (295) 0 0 0 0

Issuance of share capital 265 2,385 0 0 0 2,650 0 2,650

Share issuance expenses 0 (209) 0 0 0 0 (209) 0 (209)

Balance at 30.06.2025 5,560 2,176 (16,367) 75 13,594 724 5,762 (7) 5,755

CONSOLIDATED STATEMENT OF CONSOLIDATED CASH FLOW

Fairview International PLC | Annual Report 2025

NOTE 2025 2024

£’000 £’000

CASH FLOWS FROM OPERATING ACTIVITIES

Profit for the period before taxation 1,300 1,897

Adjustment for:

Amortisation of intangible asset 6 101 173

Depreciation of property, plant and equipment 4 321 322

Depreciation of right-of-use assets 5 27 16

Loss on disposal of property, plant and equipment 0 7

Interest expenses 16 779 727

Interest income 26 (246) (268)

(Increase)/Decrease in inventories 7 6 36

Increase in trade receivables 8 (18) 31

Decrease/(Increase) in other receivables 9 (361) 9,905

Increase/(decrease) in other payables 18 (5,383) 5,806

Loss on foreign exchange – unrealised 0 66

Tax refund 0 7

Tax paid (424) (444)

Cash (absorbed in)/generated from operating activities (3,898) 18,281

Cash flows (for)/from investing activities

Purchase of disposal of assets held for sale 0 0

Purchase of property, plant and equipment 4 (58) (15)

Purchase of intangible assets 6 (24) (39)

Purchase of right of use assets 5 0

Proceeds from disposal of assets held for sale 11 2,031 104

Proceeds from disposal of property, plant and equipment 0 31

Acquisition of capital contribution 0 96

Interest income received 246 268

Cash (absorbed in)/generated from investing activities 2,195 445

Cash flow from financing activities

Interest paid 16 (779) (727)

Proceeds from issuance of shares 2,650

Drawdown of term loan 880 4,657

Repayment of term loan (1,437) (3,517)

Dividend received 62 0

Dividend paid 0 (18,858)

Share issuance expenses 25 (209) 0

Cash (absorbed in)/generated from financing activities 1,167 (18,445)

Net changes in cash and cash equivalents (536) 281

Effect of foreign exchange differences 41 3

Forex translation difference (425) 0

Cash and cash equivalents at beginning 10 1,083 799

CONSOLIDATED STATEMENT OF CONSOLIDATED CASH FLOW

Fairview International PLC | Annual Report 2025

Cash and cash equivalents at end 163 1,083

The accompanying notes on pages 69 to 97 form part of these financial statements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Fairview International PLC | Annual Report 2025

1. GENERAL INFORMATION

1.1 Statutory information

Fairview International PLC is a public limited company, registered in England. The Company’s

registered number 15528502 and registered office address Eastcastle House, 27 -28 Eastcastle

Street, London W1W 8DH, United Kingdom. The Company was established to acquire two

companies which own and operate two private independent schools in Malaysia that offer the

international baccalaureate programme.

1.2. Basis of preparation of financial statements

The principal accounting policies adopted by the Company in the preparation of the financial

statements are set out below. The financial statements have been presented in pounds

sterling (£), being the functional currency of the Company. The financial statements have been

prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted

by the United Kingdom, including interpretations made by the International Financial

Reporting Interpretations Committee issued by the International Accounting Standards Board.

The standards have been applied consistently. The historical cost basis of preparation has

been used.

The Company applies merger accounting to reconstructions of entities under common control

in accordance with FRS 102. This policy applies to all reorganisations and transfers of entities

or businesses between entities under common control where the substance is a group

reconstruction rather than an arm’s-length acquisition.

The Company applies merger accounting where:

- The combining entities are under the control of the same party or parties both before

and after the transaction;

- The transaction is a reorganisation of the group (no change in ultimate economic

ownership or control); and

- It is practicable to restate comparatives for all periods presented.

Under merger accounting:

- Assets and liabilities of combining entities are recognised at their carrying amounts in

the predecessor entities immediately prior to the reconstruction.

- No goodwill is recognised.

- The investment held by the parent is eliminated against the subsidiary’s share capital,

share premium and other reserves using historical carrying amounts.

- Any difference between the consideration given and the carrying amount of net assets

acquired is recognised directly in equity, normally as a merger reserve

- Depreciation, amortisation and impairment are applied on the carrying amounts so

recognised.

- Financial information for prior periods are restated as if the group structure had existed

for all periods presented. If restatement is impracticable, the nature of the limitation and

its effect will be disclosed.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Fairview International PLC | Annual Report 2025

Standards and interpretations issued but not yet applied

A number of new standards and amendments to standards and interpretations have been

issued but are not yet effective and, in some cases, have not yet been adopted by the UK. The

Directors do not expect that the adoption of these standards will have a material impact on

the Group’s financial statements.

Going concern

The financial statements have been prepared on a going concern basis which assumes that

the Company will continue in operational existence for the foreseeable future.

The Company has been financed through a combination of investment by its shareholders and

bank debt and, during the period the Company raised £2.6 million before costs, from the issue

of shares at the time of its IPO. The Company made a profit for the period of £2.2 million

before taxation (and exceptional items). Furthermore, the Company held bank balances of

£163,000 as at the year end.

In assessing whether the going concern assumption is appropriate, the Directors consider all

available information for the foreseeable future, in particular for the twelve months from the

date of approval of the financial statements. This information includes management prepared

cash flow forecasts, the Company’s current cash balances and the Company’s existing and

projected monthly running costs. Furthermore, the Directors are mindful that, if the Company

needs to raise further funds over the 12 months following approval of the financial statements

to execute its strategy and for working capital, it has the ability to access additional financing.

Specifically, the Company successfully completed an equity fundraising in October 2024 and

the Group’s bank facilities were renewed in June 2025.

Therefore, the Directors have made an informed judgement at the time of approving the

financial statements that there is a reasonable expectation that the Company has adequate

resources to continue in operational existence for the foreseeable future. Thus, they continue

to adopt the going concern basis of accounting in preparing the financial statements.”

In making this statement, the Board has had regard to the following:

a. The Company’s 2026 Budget

b. No major new capital projects beyond those already approved as of the date of the

Budget

c. Interest rates on the Company’s existing debt facilities which are assumed to range

from 4.57% to 8.50% per annum

d. The Company’s current cash balance and bank borrowings are in line with projections.

e. The ability to increase student numbers without a corresponding increase in academic

or administrative costs

The Board notes that, should Fairview experience cash flow difficulties at any time in the

future, the following mitigating actions may be available:

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Fairview International PLC | Annual Report 2025

A delay in non-essential capital expenditure

• The purchase of capital equipment under finance leases and hire purchase

• Cost cutting

• Renegotiation of bank facilities

• Sale of surplus assets

• Upfront collection of school fees

• Earlier registration of student intake

On the basis of the above factors, the Board is of the view that Fairview is trading on a going

concern basis and will do so for at least the next 12 months.

1.3. Accounting policies

Financial assets

Financial assets and financial liabilities are recognised when the Company becomes a party to

the contractual provisions of a financial instrument. Financial assets and financial liabilities are

offset if there is a legally enforceable right to set off the recognised amounts and interests

and it is intended to settle on a net basis. Cash comprises cash in hand and on demand

deposits. Cash equivalents are short-term, highly liquid investments that are readily

convertible to known amounts of cash and that are subject to an insignificant risk of changes

in value with maturities of less than 90 days.

Investments in subsidiary undertakings

Investments in subsidiary undertakings are recorded at cost less provision for impairment.

Financial liabilities

The Company does not currently have any financial liabilities measured at fair value through

profit or loss, therefore all financial liabilities are initially measured at fair value, net of

transaction costs, and are subsequently measured at amortised cost. The Company recognises

an equity instrument on any contract that evidences a residual interest in the assets of the

Company. In this period Ordinary Shares were the only equity instrument, recognised at the

point at which a call is made on the Shareholders.

1.4. Use of assumptions and estimates

In preparing the Interim financial statements, the Directors have to make judgments on how

to apply the Company’s accounting policies and make estimates about the future. The

Directors do not consider there to be any critical judgments that have been made in arriving

at the amounts recognised in the Company Interim financial statements.

1.5. Directors’ Remuneration

The amount paid to Directors are as disclosed in the above Directors Remuneration report No

amount was paid or has become payable to any of the Directors. There were no staff costs as

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Fairview International PLC | Annual Report 2025

no employees other than the Directors were employed by the Company during the period

from incorporation to 30 June 2025.

1.6. Earnings per Ordinary Share

Consolidated earnings per share are set out in Note 24. There were no potentially dilutive

instruments in issue at the period end.

1.7. Investment in subsidiary company

On 29 February 2024, the Company entered into two Share Sale Agreements with Agodeus

Sdn Bhd (“Agodeus”), a company incorporated and domiciled in Malaysia to purchase two

international schools owned by Agodeus, in preparation for the Company’s plan of listing on

the London Stock Exchange. The purchase consideration of £18,889,200 for the two

international schools was satisfied and paid for by the issuance of 500,000,000 ordinary shares

at £0.03778 a share. The par value of share for the Company is £0.01 per share, the issuance

of shares would therefore, raised £0.02778 of share premium per share or in total

£13,889,200. Details for the two international schools are:

Purchase consideration (£)

Fairview Schools Berhad,Kuala Lumpur 18,351,837

Fairview International School Nusajaya Sdn.Bhd. Johor Bahru 537,363

18,889,200

1.8. Share capital

Upon incorporation of the Company on 28 February 2024, the Company issued 100 Ordinary

Shares of £1.00 nominal value. On the 3 June 2024, the Company subdivided its 100 Ordinary

Shares of £1.00 each into 10,000 Ordinary Shares £0.01 each. On 7 June 2024, the Company

issued additional 500,000,000 shares at a price of £0.03778 per share, as consideration for the

purchase of subsidiary companies mentioned in Note 1.7. The Company issued and allotted

29,490,000 ordinary shares at £0.01 per share on 3 October 2024, and 26,500,000 ordinary

shares on 11 October 2024.

1.9. Share premium

On 7 June 2024, the Company issued 500,000,000 shares at £0.03778 per share, as

consideration for the purchase of subsidiary companies mentioned in Note 1.7. The par value

per share for the Company is £0.01, the issuance value per share of £0.03778 would therefore,

raised £0.02778 of share premium per share or in total £13,889,200 for the Company. On 11

June 2024, the Company undertook a voluntary capital reduction scheme by a solvency

declaration to reduce its share premium entirely and therefore, the share premium was

extinguished entirely. The share premium extinguished was credited as distributable reserves.

A further share premium arose on the Company’s issue and allotment of 29,490,000 ordinary

shares at £0.01 per share on 3 October 2024, and 26,500,000 ordinary shares on 11 October

2024.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Fairview International PLC | Annual Report 2025

1.10. Financial risk management

The Company uses a limited number of financial instruments which arise directly from

operations. The Company does not trade in financial instruments.

1.11. Capital management policy

The Directors’ objectives when managing the Company’s capital are to safeguard the

Company’s ability to continue as a going concern in order to provide returns for Shareholders

and benefits for other stakeholders and to maintain an optimal capital structure to reduce the

cost of capital. The capital structure of the Company consists of equity attributable to equity

holders of the Company, comprising issued share capital and reserves.

1.12. Financial instruments

The Company’s principal financial instruments comprise other receivables. The Company’s

accounting policy and method adopted, including the criteria for recognition, the basis on

which income and expenses are recognised in respect of this financial asset, is set out in Notes

for “Accounting policies” to the Company Interim financial statements. The Company does

not use financial instruments for speculative purposes. There are no financial assets that are

either past due or impaired.

1.13. Ultimate parent company and ultimate controlling party

As at 30 June 2025, Agodeus Sdn Bhd is Fairview’s ultimate parent company. In the opinion of

the Directors, the ultimate controlling party is Mr Daniel Chian.

2. SIGNIFICANT ACCOUNTING POLICIES

2.1 Basis of Preparation

The consolidated financial statements have been prepared in accordance with UK-adopted

International Financial Reporting Standards (IFRS) in conformity with the requirements of the

Companies Act 2006, as applicable to companies reporting under IFRS.

These financial statements consolidate the financial statements of the Company and its

subsidiary undertakings (together referred to as the "Group") made up to 30 June 2025.

The consolidated financial statements have been prepared under the historical cost

convention, except where IFRS requires certain financial assets and liabilities to be measured

at fair value. The principal accounting policies adopted in the preparation of these

consolidated financial statements are set out in Note 1 and have been consistently applied

throughout the current year, unless otherwise stated.

The financial statements are presented in Pounds Sterling (£), which is the Group’s

presentation currency.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Fairview International PLC | Annual Report 2025

The directors have prepared the financial statements on a going concern basis. In making this

assessment, they have considered the Group’s current financial position, cash flow forecasts,

and available borrowing facilities. After reviewing these factors, the directors have a

reasonable expectation that the Group has adequate resources to continue in operational

existence for the foreseeable future.

The consolidated financial statements comply with the disclosure and filing requirements of

the Companies Act 2006 applicable to companies reporting under IFRS.

2.2 Adoption of Amended Standards

During the current financial year, the Group has adopted the following new accounting

standards and/or interpretations (including the consequential amendments, if any):

• Annual improvements to IFRSs 2018 – 2020, IFRS 9: Financial Instruments – Fees in the

10% test for derecognition of financial liabilities

• Annual improvements to IFRSs 2018 – 2020, Illustrative Examples Accompanying IFRS

16: Leases

• Amendments to IFRS 3: Reference to the Conceptual Framework

• Amendments to IAS 16: Property, Plant and Equipment – Proceeds before Intended Use

• Amendments to IAS37: Onerous Contracts – Cost of Fulfilling a Contract

• Annual Improvement to IFRS Standards 2018 – 2020

• The adoption of the above accounting standards and/or interpretations (including the

consequential amendments, if any) did not have any material impact on the Group’s

financial statements.

2.3 Standards Issued but not yet Effective

The Group has not applied in advance the following accounting standards and/or

interpretations (including the consequential amendments, if any) that have been issued by

the International Accounting Standards Board (“IASB”) but are not yet effective for the current

financial year:

IFRSs and/or IC Interpretations (Including the Consequential

Amendments)

Effective date

IFRS 17 Insurance Contracts 1 January 2023

Amendments to IFRS 17: Insurance Contracts 1 January 2023

Amendments to IFRS 17 Initial Application of IFRS 17 and IFRS 9

Comparative information

1 January 2023

Amendments to IAS 1: Disclosure of Accounting Policies 1 January 2023

Amendments to IAS 8: Definition of Accounting Estimates 1 January 2023

Amendments to IAS 12: Deferred Tax related to Assets and Liabilities

arising from a Single Transaction

1 January 2023

Amendments to IAS 12: International Tax Reform-Pillar Two Model Rules 1 January 2023

Amendments to IFRS 16: Lease Liability in a Sale and Lease back 1 January 2024

Amendments to IAS 1: Non-current Liabilities with Covenants 1 January 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Fairview International PLC | Annual Report 2025

Amendments to IAS 1: Classification of Liabilities as Current or Non

current

1 January 2024

Amendments to IAS 7 and IFRS 7: Supplier Financial Arrangements 1 January 2024

Amendments to IAS 21: Lack of Exchangeability 1 January 2025

The Directors expect that the adoption of the above accounting standards and/or

interpretations (including the consequential amendments, if any) will have no material impact

on the financial statements in the period of initial application.

2.4 Property, Plant and Equipment

All items of property, plant and equipment are initially recorded at cost. The cost of an item

of property, plant and equipment is recognised as an asset if, and only if, 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.

Subsequent to recognition, property, plant and equipment other than freehold land are

measured at cost less accumulated depreciation and accumulated impairment losses. The

policy for recognition and measurement of impairment loss is in accordance with Note 2.5.

When significant parts of property, plant and equipment are required to be replaced in

intervals, the Group recognises such parts as individual assets with specific useful lives and

depreciation. Likewise, when a major inspection is performed, its cost is recognised in the

carrying amount of the property, plant and equipment as a replacement if the recognition

criteria are satisfied. All other repair and maintenance costs are recognised in profit or loss as

incurred.

Purchase of software that is integral to the functionality of the related equipment is

capitalised as part of that equipment.

Motor vehicles are depreciated on a revaluation model basis less its estimated residual value

based on observable market data. The gross carrying amount is restated by reference to

observable market data and the accumulated depreciation at the date of the revaluation is

adjusted to equal the difference between the gross carrying amount and the carrying amount

of the asset.

No depreciation is provided on freehold land.

Depreciation on other property, plant and equipment is computed on a straight-line basis over

the estimated useful lives of the assets at the following rates:

	Rate
Building	2%
Furniture and fittings	25%
Electrical equipment	25%
Resource equipment	20% - 25%
Motor vehicle	20% - 25%

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Fairview International PLC | Annual Report 2025

The carrying values of property, plant and equipment are reviewed for impairment when

events or changes in circumstances indicate that the carrying value may not be recoverable.

An item of property, plant and equipment is derecognised upon disposal or when no future

economic benefits are expected from its use or disposal. Any gain or loss on derecognition of

the asset is included in the profit or loss in the year the asset is derecognised.

Fully depreciated plant and equipment are retained in the financial statements until they are

no longer in use and no further charge for depreciation is made in respect of these plant and

equipment.

2.5 Impairment of Non-Financial Assets

The Group assesses at each reporting date whether there is an indication that an asset may

be impaired. If any such indication exists, or when an annual impairment assessment for an

asset is required, the Group makes an estimate of the asset’s recoverable amount.

An asset’s recoverable amount is the higher of its fair value, less costs to sell and its value in

use. For the purpose of assessing impairment, assets are grouped at the lowest levels for

which there are separately identifiable cash-generating units (“CGU”).

In assessing value in use, the estimated future cash flows expected to be generated by the

asset are discounted to their present value using a pre-tax discount rate that reflects current

market assessments of the time value of money and the risks specific to the asset. Where the

carrying amount of an asset exceeds its recoverable amount, the asset is written down to its

recoverable amount. Impairment losses recognised in respect of a CGU or groups of CGUs are

allocated first to reduce the carrying amount of any goodwill allocated to those units or groups

of units and then, to reduce the carrying amount of the other assets in the unit or groups of

units on a pro-rata basis.

Impairment losses are recognised in profit or loss.

An assessment is made at each reporting date as to whether there is any indication that

previously recognised impairment losses may no longer exist or may have decreased. A

previously recognised impairment loss is reversed only if there has been a change in the

estimates used to determine the asset’s recoverable amount since the last impairment loss

was recognised. If that is the case, the carrying amount of the asset is increased to its

recoverable amount. That increase cannot exceed the carrying amount that would have been

determined, net of depreciation, had no impairment loss been recognised previously. Such

reversal is recognised in profit or loss.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Fairview International PLC | Annual Report 2025

2.6 Functional and Foreign Currency

Functional and presentation currency

The individual financial statements of each entity in the Group are measured using the British

pound sterling (GBP) currency, which is the presentation currency.

Foreign currency transactions

Transactions in foreign currencies are measured in the respective functional currencies of the

Group and are recorded on initial recognition in the functional currencies at exchange rates

approximating those prevailing at the transaction dates. Monetary assets and liabilities

denominated in foreign currencies are translated at the rate of exchange prevailing at the

reporting date. Non-monetary items denominated in foreign currencies that are measured at

historical cost are translated using the exchange rates as at the dates of the initial

transactions. Non-monetary items denominated in foreign currencies measured at fair value

are translated using the exchange rates at the date when the fair value was determined.

2.7 Financial Instruments

Financial assets and financial liabilities are recognised in the statements of financial position

when the Group has become a party to the contractual provisions of the instruments.

Financial instruments are classified as financial assets, financial liabilities or equity

instruments in accordance with the substance of the contractual arrangement and their

definitions in IAS32. Interest, dividends, gains and losses relating to a financial instrument

classified as a liability are reported as an expense or income. Distributions to holders of

financial instruments classified as equity are charged directly to equity.

A financial instrument is recognised initially at its fair value (other than trade receivables

without significant financing component which are measured at transaction price as defined

in IFRS 15– Revenue from Contracts with Customers at inception). Transaction costs that are

directly attributable to the acquisition or issue of the financial instrument (other than a

financial instrument at fair value through profit or loss) are added to/deducted from the fair

value on initial recognition, as appropriate. Transaction costs on the financial instrument at

fair value through profit or loss are recognised immediately in profit or loss.

Financial instruments recognised in the statements of financial position are disclosed in the

individual policy statement associated with each item.

Financial assets

All recognised financial assets are measured subsequently in their entirety at either amortised

cost or fair value (through profit or loss, or other comprehensive income), depending on the

classification of the financial assets.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Fairview International PLC | Annual Report 2025

The Group determines the classification of their financial assets at initial recognition, and

designate all the financial assets as amortised cost. The Group do not have any financial assets

carried at fair value (through profit or loss, or other comprehensive income).

Amortised cost (debt instruments)

The financial asset is held for collection of contractual cash flows where those cash flows

represent solely payments of principal and interest. Interest income is recognised by applying

the effective interest rate to the gross carrying amount of the financial asset. When the asset

has subsequently become credit-impaired, the interest income is recognised by applying the

effective interest rate to the amortised cost of the financial asset.

The effective interest method is a method of calculating the amortised cost of a financial asset

and of allocating interest income over the relevant period. The effective interest rate is the

rate that discounts estimated future cash receipts (including all fees and points paid or

received that for GBP an integral part of the effective interest rate, transaction costs and other

premiums or discounts), excluding expected credit losses, through the expected life of the

financial asset or a shorter period (where appropriate).

Financial liabilities

Other financial liabilities are subsequently measured at amortised cost using the effective

interest method. The effective interest method is a method of calculating the amortised cost

of a financial liability and of allocating interest expense over the relevant period. The effective

interest rate is the rate that exactly discounts estimated future cash payments (including all

fees and points paid or received that form an integral part of the effective interest rate,

transaction costs and other premiums or discounts), through the expected life of the financial

liability or a shorter period (where appropriate).

Derecognition

A financial asset or part of it is derecognised when, and only when, the contractual rights to

the cash flows from the financial asset expire or when it transfers the financial asset and

substantially all the risks and rewards of ownership of the asset to another entity.

On derecognition of a financial asset measured at amortised cost, the difference between the

carrying amount of the asset and the sum of the consideration received and receivable is

recognised in profit or loss.

A financial liability or a part of it is derecognised when, and only when, the obligation specified

in the contract is discharged or cancelled or expires. On derecognition of a financial liability,

the difference between the carrying amount of the financial liability extinguished or

transferred to another party and the consideration paid, including any non-cash assets

transferred or liabilities assumed, is recognised in profit or loss.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Fairview International PLC | Annual Report 2025

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the

statement of financial position if there is a currently enforceable legal right to offset the

recognised amounts and there is an intention to settle on a net basis, to realise the assets and

settle the liabilities simultaneously.

2.8 Expected Credit Losses

The Group recognises a loss allowance for expected credit losses on financial assets that are

measured at amortised cost.

The expected credit loss is estimated as the difference between all contractual cash flows that

are due to the Group in accordance with the contract and all the cash flows that the Group

expect to receive, discounted at the original effective interest rate.

The amount of expected credit losses is updated at each reporting date to reflect changes in

credit risk since initial recognition of the respective financial instrument. The Group always

recognises lifetime expected credit losses for trade receivables using the simplified approach.

The expected credit losses on these financial assets are estimated using a provision matrix

based on the Group’s historical credit loss experience and are adjusted for forward-looking

information (including time value of money where appropriate).

For all other financial instruments, the Group recognises lifetime expected credit losses when

there has been a significant increase in credit risk since initial recognition. However, if the

credit risk on the financial instrument has not increased significantly since initial recognition,

the Group measures the loss allowance for that financial instrument at an amount equal to 12

month expected credit losses.

The Group recognises an impairment gain or loss in profit or loss for all financial instruments

with a corresponding adjustment to their carrying amount through a loss allowance account.

2.9 Cash and Cash Equivalents

Cash and cash equivalents comprise cash at bank and on hand and short-term deposits with a

maturity of three months or less, which are subject to an insignificant risk of changes in value,

net of outstanding bank overdrafts and fixed deposits pledged. For the purpose of the

statement of cash flows, cash and cash equivalents are presented net of bank overdrafts and

fixed deposits pledged.

2.10 Equity Instruments

Ordinary shares are classified as equity. Dividends on ordinary shares are recognised in equity

in the period in which they are approved for payment. The transaction costs of an equity

transaction are accounted for as a deduction from equity. Equity transaction costs comprise

only those incremental external costs directly attributable to the equity transaction which

would otherwise have been avoided.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Fairview International PLC | Annual Report 2025

2.11 Inventories

Inventories are stated at the lower of cost and net realisable value. Cost comprises direct

materials, direct labour costs and overheads, where applicable, that have been incurred in

bringing the inventories to their present location and condition. Cost is calculated using the

weighted average method. Net realisable value represents the estimated selling price less all

estimated costs of completion and costs to be incurred in marketing, selling and distribution.

2.12 Leases

The Group assesses whether a contract is or contains a lease, at inception of the contract.

The Group recognises a right-of-use asset and corresponding lease liability with respect to all

lease arrangements in which it is the lessee, except for low-value assets and short-term leases

with 12 months or less. For these leases, the Group recognises the lease payments as an

operating expense on a straight-line method over the term of the lease unless another

systematic basis is more representative of the time pattern in which economic benefits from

the leased assets are consumed.

The Group recognises a right-of-use asset and a lease liability at the lease commencement

date. The right-of-use assets and the associated lease liabilities are presented as a separate

line item in the statement of financial position.

The right-of-use asset is initially measured at cost. Cost includes the initial amount of the

corresponding lease liability adjusted for any lease payments made at or before the

commencement date, plus any initial direct costs incurred less any incentives received.

The right-of-use asset is subsequently measured at cost less accumulated depreciation and

any impairment losses and adjusted for any remeasurement of the lease liability.

The depreciation starts from the commencement date of the lease. If the lease transfers

ownership of the underlying asset to the Group or the cost of the right-of-use asset reflects

that the Group expects to exercise a purchase option, the related right-of-use asset is

depreciated over the useful life of the underlying asset. Otherwise, the Group depreciates the

right-of-use asset to the earlier of the end of the useful life of the right-of-use asset or the end

of the lease term. The estimated useful lives of the right-of-use assets are determined on the

same basis as those property, plant and equipment.

The lease liability is initially measured at the present value of the lease payments that are not

paid at the commencement date, discounted by using the rate implicit in the lease. If this rate

cannot be readily determined, the Group uses its incremental borrowing rate. The lease

liability is subsequently measured at amortised cost using the effective interest method. It is

remeasured when there is a change in the future lease payments (other than lease

modification that is not accounted for as a separate lease) with the corresponding adjustment

is made to the carrying amount of the right-of-use asset, or is recognised in profit or loss if the

carrying amount has been reduced to zero.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Fairview International PLC | Annual Report 2025

2.13 Revenue and Other Income

Revenue from contracts with customers is recognised by reference to each distinct

performance obligation in the contract with customer. Revenue from contracts with

customers is measured at its transaction price, being the amount of consideration which the

Group expects to be entitled in exchange for transferring promised goods or services to a

customer, net of sales and service tax, rebates and discounts.

The Group recognises revenue when (or as) it transfers control over a product or service to

customer. An asset is transferred when (or as) the customer obtains control of that asset.

Depending on the substance of the contract, revenue is recognised when the performance

obligation is satisfied, which may be at a point in time or over time. The Group transfers

control of a good or service at a point in time unless one of the following over time criteria is

met:

— The customer simultaneously receives and consumes the benefits provided as the Group

performs.

— The Group’s performance creates or enhances an asset that the customer controls as the

asset is created or enhanced.

— The Group’s performance does not create an asset with an alternative use and the Group

has an enforceable right to payment for performance completed to date.

Revenue from educational fees

Revenue from educational fee is recognised on a straight-line basis over the duration of the

course.

Interest income

Interest income is recognised on an accrual basis using the effective interest method.

Government grants

Grants that compensate the Group for expense incurred are recognised in profit or loss as

other income on a systematic basis in the same period in which the expenses are recognised.

2.14 Segmental reporting

The Chief Operating Decision Maker (“CODM”) has been identified as the Board of the

Company. The CODM reviews the Group’s internal reporting in order to assess performance

and allocate resources. The CODM has determined that there is one operating segment being

the provision of educational services. The geographical revenue of the Group was earned

entirely in Malaysia during the year ended 30 June 2025 and the previous year.

2.15 Employee Benefits

Short-term benefits such as wages, salaries, bonuses and social security contributions are

recognised as expenses in the period in which the associated services are rendered by

employees of the Group short-term accumulating compensated absences such as paid annual

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Fairview International PLC | Annual Report 2025

leave are recognised when services are rendered by employees that increase their entitlement

to future compensated absences. Short term non-accumulating compensated absences such

as sick leave are recognised when the absences occur.

Defined Contribution Plan

The Group’s contributions to defined contribution pension plans are recognised in profit or

loss in the period to which they relate. Once the contributions have been paid, the Group has

no further liability in respect of the defined contribution plans.

2.16 Income Tax

Current tax

Current tax assets and liabilities are measured at the amount expected to be recovered from

or paid to the taxation authorities. The tax rates and tax laws used to compute the amount

are those that are enacted or substantively enacted by the reporting date.

Current taxes are recognised in profit or loss except to the extent that the tax relates to items

recognised outside profit or loss, either in other comprehensive income or directly in equity.

Deferred tax

Deferred tax is provided using the liability method on temporary differences at the reporting

date between the tax bases of assets and liabilities and their carrying amounts for financial

reporting purposes.

Deferred tax liabilities are recognised for all temporary differences, except:

• where the deferred tax liability arises from the initial recognition of goodwill or of an

asset or liability in a transaction that is not a business combination and, at the time of

the transaction, affects neither the accounting profit nor taxable profit or loss; and

• in respect of taxable temporary differences associated with investments in subsidiaries

where the timing of the reversal of the temporary differences can be controlled and it

is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognised for all deductible temporary differences, carry forward of

unused tax credits and unused tax losses, to the extent that it is probable that taxable profit

will be available against which the deductible temporary differences, and the carry forward of

unused tax credits and unused tax losses can be utilised except:

• where the deferred tax asset relating to the deductible temporary difference arises

from the initial recognition of an asset or liability in a transaction that is not a business

combination and, at the time of the transaction, affects neither the accounting profit

nor taxable profit or loss; and

• in respect of deductible temporary differences associated with investments in

subsidiaries, deferred tax assets are recognised only to the extent that it is probable

that the temporary differences will reverse in the foreseeable future and taxable profit

will be available against which the temporary differences can be utilised.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Fairview International PLC | Annual Report 2025

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to

the extent that it is no longer probable that sufficient taxable profit will be available to allow

all or part of the deferred tax asset to be utilised.

Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to

the extent that it has become probable that future taxable profit will allow the deferred tax

assets to be utilised.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to

the year when the asset is realised or the liability is settled, based on tax rates and tax laws

that have been enacted or substantively enacted at the reporting date.

Deferred tax relating to items recognised outside profit or loss is recognised outside profit or

loss. Deferred tax items are recognised in correlation to the underlying transaction either in

other comprehensive income or directly in equity and deferred tax arising from a business

combination is adjusted against goodwill on acquisition.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to

set off current tax assets against current tax liabilities and the deferred taxes relate to the

same taxable entity and the same taxation authority.

2.17 Current and Non-Current Classification

The Group present assets and liabilities in the statements of financial position based on

current and non-current classification.

An asset is classified as current when it is:

(i) expected to be realised or intended to be sold or consumed in normal operating cycle;

(ii) held primarily for the purpose of trading;

(iii) expected to be realised within 12 months after the reporting period; or

(iv) cash or cash equivalents unless restricted from being exchanged or used to settle a

liability for at least 12 months after the reporting period.

All other assets are classified as non-current.

A liability is classified as current when:

(i) it is expected to be settled in normal operating cycle;

(ii) it is held primarily for the purpose of trading;

(iii) it is due to be settled within 12 months after the reporting period; or

(iv) there is no unconditional right to defer the settlement of the liability for at least 12

months after the reporting period.

All other liabilities are classified as non-current.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Fairview International PLC | Annual Report 2025

Deferred tax assets and liabilities are classified as non-current assets and liabilities,

respectively.

2.18 Borrowing Costs

Borrowing costs that are not directly attributable to the acquisition, construction or

production of a qualifying asset are recognised in profit or loss using the effective interest

method.

2.19 Other Operating income

Other operating income comprises income that arises from the company’s ordinary activities

but is not derived from the principal revenue-generating activities. This includes rental

income, hostel services, and gains on disposal of non-current asset held for sale, unrealised

exchange difference arising from foreign currency transactions.

3. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES

The preparation of the Group’s financial statements requires management to make

judgements, estimates and assumptions that affect the reported amounts of revenues,

expenses, assets and liabilities, and the disclosure of contingent liabilities at the reporting

date. However, uncertainty about these assumptions and estimates could result in outcomes

that could require a material adjustment to the carrying amount of the asset or liability

affected in the future.

Management believes that there are no instances of application of critical judgement in

applying the Group’s accounting policies which will have a significant effect on the amounts

recognised in the financial statements.

Key Sources of Estimation Uncertainty

The key assumptions concerning the future and other sources of estimation uncertainty at the

reporting date that have a significant risk of causing a material adjustment to the carrying

amounts of assets and liabilities within the next financial year are set out below:

a) Depreciation of Property, Plant and Equipment

The estimates for the residual values, useful lives and related depreciation charges for

the property, plant and equipment are based on commercial and production factors

which could change significantly as a result of technical innovations and competitors’

actions in response to the market conditions.

The Group anticipates that the residual values of its property, plant and equipment

will be insignificant. As a result, residual values are not being taken into consideration

for the computation of the depreciable amount.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Fairview International PLC | Annual Report 2025

Changes in the expected level of usage and technological development could impact

the economic useful lives and the residual values of these assets, therefore future

depreciation charges could be revised.

b) Income Taxes

Significant judgement is required in determining the capital allowances and

deductibility of certain expenses during the estimation of the provision for income

taxes. There are many transactions and calculations for which the ultimate tax

determination is uncertain during the ordinary course of business. Where the final tax

outcome of these matters is different from the amounts that were initially recorded,

such differences will impact the income tax and deferred income tax provisions in the

period in which such determination is made.

c) Impairment of Assets

When the recoverable amount of an asset is determined based on the estimate of the

value in-use of the cash-generating unit to which the asset is allocated, the

management is required to make an estimate of the expected future cash flows from

the cash-generating unit and also to apply a suitable discount rate in order to

determine the present value of those cash flows.

d) Allowance for Impairment

The Group makes allowance for impairment based on an assessment of the

recoverability of receivables. Allowances are applied to receivables where events or

changes in circumstances indicate that the carrying amounts may not be recoverable.

Management specifically analyses historical bad debt, customer concentration,

customer creditworthiness, current economic trends and changes in customer

payment terms when making a judgement to evaluate the adequacy of the allowance

for impairment. Where the expectation is different from the original estimate, such

difference will impact the carrying value of receivables.

e) Fair Value Estimates for Certain Financial Assets and Liabilities

The Group carries certain financial assets and liabilities at fair value, which requires

extensive use of accounting estimates and judgement. While significant components

of fair value measurement were determined using verifiable objective evidence, the

amount of changes in fair value would differ if the Group used different valuation

methodologies. Any changes in fair value of these assets and liabilities would affect

profit and equity.

f) Deferred tax assets

Deferred tax assets are recognised for all unused tax losses, unabsorbed capital

allowances and other deductible temporary differences to the extent that it is

probable that taxable profit will be available against which the unused tax losses,

unabsorbed capital allowances and other deductible temporary differences can be

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Fairview International PLC | Annual Report 2025

utilised. Significant management judgement is required to determine the amount of

deferred tax assets that can be recognised, based upon the likely timing and level of

future taxable profits.

4. PROPERTY, PLANT AND EQUIPMENT

	Building
		Electrical
		equipment
			Freehold
			land
				Motor
				vehicles
					Resource
					equipment
						Property
						under
						construction
							Total
	£’000	£’000	£’000	£’000	£’000	£’000	£’000
Cost
As at 1 July
2023
	12,957	318	2,903	698	579	1,906	19,361
Additions	2	0	0	1	0	12	15
Disposal	0	0	0	0	(446)	0	(446)
Foreign
Currency
Translation
	174	1	(98)	4	3	7	91
As at 30
June 2024
	13,133	319	2,805	703	136	1,925	19,021


As at 1 July
2024
	13,133	319	2,805	703	136	1,925	19,021
Additions	10	4		3		40	57
Disposal
Foreign
Currency
Translation
	256	6	54	14	3	37	370
As at 30
June 2025
	13,399	329	2,859	720	139	2,002	19,448

	Building
		Electrical
		equipment
			Freehold
			land
				Motor
				vehicle
					Resource
					equipment
						Property
						under
						construction
							Total
	£’000	£’000	£’000	£’000	£’000	£’000	£’000
Accumulated
Depreciation

As at 1 July
2023
	2,487	310	0	689	473	1,796	5,755
Additions	263	5	0	7	74	58	407
Disposal	0	0	0	0	(416)	0	(416)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Fairview International PLC | Annual Report 2025

Foreign
Currency
Translation
	14	2	0	3	2	6	27
As at 30 June
2024
	2,764	317	0	699	133	1,860	5,773


As at 1 July
2024
	2,764	317	0	699	133	1,860	5,773
Additions	272	2	0	3	3	40	320
Disposal	0	0	0	0	0	0	0
Foreign
Currency
Translation
	49	6	0	14	3	36	108
As at 30 June
2025
	3,085	325	0	716	139	1,936	6,201


Carrying
Amount

As at 30 June
2024
	10,369	2	2,805	4	3	65	13,248
As at 30 June
2025
	10,314	4	2,859	4	0	66	13,247

Buildings with carrying amount of £10,314,000 (2024: £10,369,000) have been pledged to

financial institutions for banking facilities granted to the Company (Note 14).

5. RIGHT-OF-USE ASSETS

	2025	2024
	£’000	£’000
Costs
As at 1 July	1,617	1,610
Foreign Currency Translation	32	7
At the end of period	1,649	1,617

Accumulated Amortisation
As at 1 July	146	130
Charge for the year	27	16
Foreign Currency Translation	3	0
At the end of period	176	146

Carrying amounts
At end of period	1,473	1,471

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Fairview International PLC | Annual Report 2025

The Group leases a number of leasehold lands with periods ranging from 80 to 90 years with

no renewal or purchase option included in the agreements.

Leasehold lands with carrying amount of £1,473,000 (2024: £1,471,000) have been pledged

to financial institutions for banking facilities granted to the Group.

INTANGIBLE ASSETS

	2025	2024
	£’000	£’000
Costs
As at 1 July	676	636
Additions / Reclassification	24	38
Foreign Currency Translation	13	2
At the end of period	713	676

Accumulated Amortisation
As at 1 July	469	379
Charge for the year	100	89
Foreign Currency Translation	8	1
At the end of period	577	469

Carrying amounts
At end of period	136	207

The amortisation of computer software is allocated to cost operation.

7. INVENTORIES

	2025	2024
	£’000	£’000
Books and stationeries	23	29
Uniforms	30	30
Goods for resale, at cost	53	59

8. TRADE RECEIVABLES

	2025	2024
	£’000	£’000
	26	9

Trade receivables are non-interest bearing and are generally on a credit term of 10 days. They

are recognised at their original invoice amounts which represent their fair values on initial

recognition.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Fairview International PLC | Annual Report 2025

9. OTHER RECEIVABLES

	2025	2024
	£’000	£’000
Sundry Receivables	195	175
Deposits	129	123
Prepayments	64	149
VAT recoverable	53	0
Amount due from related parties	5,620	5,253
	6,061	5,700

10. CASH AND CASH EQUIVALENTS

	2025	2024
	£’000	£’000
Deposits placed with licensed banks	113	93
Cash at banks balances	50	990
	163	1,083

Cash at banks earn interest at floating rates based on daily bank deposit rates. Fixed deposits

are made for twelve months and earn interests at the respective deposit rates.

The weighted average effective interest rate for the fixed deposits was 2% per annum.

	2025	2024
	£’000	£’000
The currency exposure profile of
cash and cash equivalent are as
follows:


British Pound Sterling	123	99
Ringgit Malaysia
Others
	28
	12
		979
		5
	163	1,083

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Fairview International PLC | Annual Report 2025

11. NON-CURRENT ASSETS HELD FOR SALE

	2025	2024
	£’000	£’000
At the beginning of period	6,812	6,891
Addition
	0
		0
Less: accumulated depreciation
	0
		0
Disposal
	(2,030)
		(112)
Gain on disposal
	0
		0
Reclassified to Right of Used Assets
	0
		0
Reclassified to Fixed Assets
	0
		0
Foreign Currency Translation
	0
		0
	133
		33
At end of the period	4,915	6,812

Non-current assets held for sale comprise properties ownership of buildings owned by the

Company and leasehold lands.

The Company entered into several Sale and Purchase Agreements during the financial year for

a total cash consideration of £4,922,000. The disposals are expected to be completed within

the next financial year.

In addition, the Directors of the Company have approved the disposal of other properties. The

proceeds from the disposal of these properties are expected to exceed the net carrying

amount of the relevant assets and no impairment loss has been recognised on the

classification of the assets held for sale.

12. SHARE CAPITAL

	2025	2024
	£’000	£’000

Issued and fully paid:
Ordinary shares at GBP 0.01 per share

	5,560

		5,000

The Company was incorporated on 28 February 2024 with an initial capital of £100, comprising

10,000 shares. Subsequently, the Company issued and allotted 500,000,000 ordinary shares

at a price of £0.01 per share on 10 June 2024, 29,490,000 ordinary shares at £0.01 per share

on 3 October 2024, and 26,500,000 ordinary shares on 11 October 2024.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Fairview International PLC | Annual Report 2025

13. DEFERRED TAXATION

	2025	2024
	£’000	£’000

Balance at 1 July	2,005	1,994
Recognised in Statement of
Comprehensive Income
	(72)	170
Foreign currency translation	41	(159)
Balance as at 30 June	1,974	2,005

	2025	2024
	£’000	£’000
Tax effect on temporary differences in respect of:
Property, plant and equipment	1,992	1,988
Investment Property	455	446
Provision	(102)	(101)
Unutilised capital allowance	(307)	(301)
Unearned school fees	(64)	(27)
	1,974	2,005

14. BANK BORROWINGS

	Current		Non-Current
	2025	2024	2025	2024
At amortised cost:	£’000	£’000	£’000	£’000
Term Loan	1,439	1,305	6,805	7,927
Revolving credit	866	850	695	682
Bank Overdraft	1,849	1,448	0	0
	4,154	3,603	7,500	8,609

Loans are secured over properties owned by the Group. The borrowings bear effective interest

rates ranging from 4.57% to 8.5% per annum.

15. REVENUE

	2025	2024
Company	£’000	£’000
Revenue from contracts with customers:
- School Fees	4,972	4,610
- Application and enrolment
	132
		161
- Others
	238
		240
	5,342	5,011

The Group’s revenue are services transferred over time in Malaysia market only.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Fairview International PLC | Annual Report 2025

16. FINANCE COSTS

	2025	2024
	£’000	£’000
Interest Expense
- Term loan, revolving credit and overdraft	779	727
	779	727

17. INCOME TAX EXPENSE

	2025	2024
	£’000	£’000

Current tax expense	509	307
Deferred tax relating to origination and reversal of
temporary differences

	(72)

		2
Under provision of income tax in prior years	109	245
	546	554

	2025	2024
	£’000	£’000

Profit before taxation	1,362	1,897
Taxation at statutory rate	516	456
Difference in tax rate for chargeable income taxed	(6)	(1)
Expenses not deductible for
tax purposes

	180

		98
Non-deductible temporary difference	(8)	(8)
Income not subject to tax	(178)	(152)
Under/(over) provision of income tax
in prior year
Deferred tax

	109
		(67)

	245
		(84)

Tax expense for the year	546	554

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Fairview International PLC | Annual Report 2025

18. TRADE AND OTHER PAYABLES

	2025	2024
	£’000	£’000

Current
Sundry payables	960	2,116
Advance billings	21	9
	981	2,125

Non-current
School fee deposits	2,201	488
Sundry payables	1,447	6,305
	3,648	6,793

Total	4,598	8,918

19. RELATED PARTY TRANSACTIONS

(a) Identities of related parties

i. The directors who are the key management personnel; and

ii. Entities controlled by the key management personnel, directors or substantial

shareholders.

	2025	2024
	£’000	£’000
Total key management personnel compensation	170	33

(b) Significant related party transactions and balances

In addition to the transactions and balances detailed elsewhere in the financial statements,

the Group had the following transactions with related parties during the financial year:

Entity	Relationship	Type of
		transactions
			2025	2024
Fairview Beaconhurst	Subsidiary of
	penultimate holding
	company of Fairview
	Schools Berhad
		Interest income
		from amount due
		from related
		companies in
		Fairview Schools
		Berhad
			245	268
Fairview International School
Subang Sdn Bhd
	Related party with
	common director of
	Fairview Schools
		Rental income
		received in
		Fairview Schools
			106	104

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Fairview International PLC | Annual Report 2025

	Berhad	Berhad
Fairview International College Sdn
Bhd
	Related party with
	common director of
	Fairview Schools
	Berhad
		Rental income
		received in
		Fairview Schools
		Berhad
			2	2
Beeducation Adventures Sdn Bhd	Related party with
	common director of
	Fairview International
	School Nusajaya Sdn
	Bhd
		Travelling &
		transport charges
		charged by
		Beeducation
		Adventures Sdn
		Bhd.
			2	0

Credit risk is the risk of a financial loss to the Company if a customer or counterparty to a

financial instrument fails to meet its contractual obligations. The Company’s exposure to

credit risk arises principally from advances to related parties. As at 30 June 2025, advances

amounting to £5.62 million (previous year: £5.25 million) are due after more than one year.

Inter-company balances

The Company provides unsecured advances to its related parties. The Company applies the

general approach to measuring expected credit losses for all inter-company balances.

Generally, the Company considers advances to related parties to have low credit risks. The

Company assumes that there is a significant increase in credit risk when related parties’

financial position deteriorates significantly. For loans and advances that are repayable on

demand, the Company considers the advances to be in default when related parties are not

able to pay when demanded. The Company considers related parties’ advances to be credit

impaired when the related parties are unlikely to repay its advances in full or the related

parties are continuously loss making or the related parties are having deficit in its total equity.

20. SALARY & NUMBER OF STAFF

Employee remuneration	2025	2024

	£’000	£’000

Salaries, work place pension & social contribution	1,748	1,765
Other staff benefits	121	132

	1,869	1,897

Employee remuneration is presented in the financial statements in the following locations:

	2025	2024
	£’000	£’000

Cost of sales	1,869	1,897

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Fairview International PLC | Annual Report 2025

The employee remuneration present in the statement of financial position are the capitalised

development costs.

Employee numbers	2025	2024
Direct	181	155

21. FOREIGN CURRENCY TRANSLATION RESERVE

Arising from the translation of the financial statements of foreign operations whose functional

currencies are different from that of the Group’s presentation currency.

22. EXCEPTIONAL ITEMS

	£’000
Pre-IPO restructuring costs	781
Costs related to the Company’s admission to the London Main Market	306
Total	1,087

	£’000
Pre-IPO restructuring costs	781
Share premium utilisation	(209)
Revised pre-IPO restructuring costs	572
Cost related to Company’s admission to the London Main Market	306
Total	878

23. CAPITAL MANAGEMENT

	2025	2024
	£’000	£’000

Total borrowings	11,654	12,212
Less: Cash and cash equivalents	(163)	(1,083)
Net Debt	11,491	11,129

Total equity	5,755	2,519
Debt-to-equity ratio	2.0	4.4

The Company’s objectives when managing capital are to maintain a strong capital base and

safeguard the Group’s ability to continue as a going concern, so as to maintain investor,

creditor and market confidence and to sustain future development of the business. The

directors determine the optimal debt to equity structure that complies with both regulatory

requirements and debt covenants and monitor the ratio on an ongoing basis. No major

changes were made to the objectives, policies or processes during the financial years ended

30 June 2025 and 30 June 2024.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Fairview International PLC | Annual Report 2025

24. BASIC AND DILUTED EARNINGS PER SHARE

The calculation of earnings is based on the following earnings and number of shares.

	30 June 2025	30 June 2024
Weighted average number of ordinary shares for
the purpose of basic and diluted profit per share

	541,000,000	N/A
Earnings per share


Total comprehensive income attributable to the
shareholders of the Company
	£724,000	N/A

Pro-forma basic and diluted earnings per share
attributable to the owners of the Company

	0.13p	N/A
EPS before non-recurring IPO costs


Total comprehensive income attributable to the
shareholders of the Company

	£724,000	N/A
Add: Non- recurring IPO costs

	£878,000	N/A
Total comprehensive income (before non-
recurring IPO costs) attributable to the owners of
the Company

	£1,602,000	N/A
Pro-forma basic and diluted earnings per share
before non-recurring IPO costs attributable to
the owners of the Company
	0.28p	N/A

25. SHARE PREMIUM

	30 June 2025
	£’000
		30 June 2024
		£’000

Opening balance	0	0
Share issued	2,385	0
Share issue costs	209	0
Closing balance	2,176	0

The share premium represents the amount received by the Company over and above nominal

value of shares issued. This premium is recorded as a part of equity under the ‘Share Premium

Account’. The share premium arises from the issuance of shares at a price higher than their

par or nominal value and is used for purposes such as funding expansion, covering share issue

costs, or as required by statutory provisions. As of 30 June 2025, the balance in the share

premium account stands at £2,176,000.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Fairview International PLC | Annual Report 2025

26. OTHER OPERATING INCOME

	30 June 2025	30 June 2024
	£’000	£’000
Expedition & Excursion	228	127
Deposit forfeited	178	164
Gain on disposal of asset held for sale	180	0
Unrealised forex gain/(loss)	19	(65)
Building rental income	108	104
Interco interest income	245	268
Hall rental income	45	37
Hostel service income	149	112
Others	9	68
Total	1,161	815

COMPANY ACCOUNTS FOR FAIRVIEW INTERNATIONAL PLC

Fairview International PLC | Annual Report 2025

STATEMENT OF COMPREHENSIVE INCOME

16 months ended 30 June 2025

£’000

Other operating income 89

Administrative expenses (878)

Operating (loss) (789)

Finance costs -

Loss before taxation (789)

Income tax expense -

Loss after taxation (789)

STATEMENT OF FINANCIAL POSITION

30 June 2025

NOTE £’000

Non-Current assets

Investment in subsidiaries 2 18,978

Total non-current assets 18,978

Current assets

Other receivables 3 1,805

Cash and bank balances 0

Total current assets 1,805

Total Assets 20,783

Current Liabilities

Trade and other payables 6 242

Total current liabilities 242

TOTAL LIABILITIES

Equity

Share capital 4 5,560

Share premium 5

2,176

Distributable 13,594

Retained earnings

(789)

20,541

Total Equity and Liabilities 20,783

COMPANY ACCOUNTS FOR FAIRVIEW INTERNATIONAL PLC

Fairview International PLC | Annual Report 2025

STATEMENT OF CHANGES IN EQUITY

£’000 Share

capital

premium

Distributable Retained

earnings

Total equity

Acquisition of subsidiaries 5,000 0 13,889 0 18,889

Loss for the period 0 0 0 (789) (789)

Bonus issue 295 0 (295) 0 0

Issuance of share capital 265 2,385 0 2,650

Share issuance expenses 0 (209) 0 0 (209)

Balance at 30 June 2025 5,560 2,176 13,594 (789) 20,541

STATEMENT OF CASH FLOW

16 months ended 30 June 2025

NOTE £’000

CASH FLOWS FROM OPERATING ACTIVITIES

Loss for the period before taxation (789)

Adjustment for:

(Increase) in other receivables 3 (1,805)

(decrease) in other payables 6 241

Cash absorbed in operating activities (2,353)

Cash flows (for)/from investing activities

Investment in subsidiaries 0

Capital injection to subsidiaries (90)

Cash absorbed by investing activities (90)

Cash flow from financing activities

Proceeds from issuance of shares 2,650

Share issuance expenses 5 (209)

Cash generated from financing activities 2,441

Net changes in cash and cash equivalents (2)

Cash and cash equivalents at beginning 2

Cash and cash equivalents at end 0

COMPANY ACCOUNTS FOR FAIRVIEW INTERNATIONAL PLC

100

Fairview International PLC | Annual Report 2025

1. GENERAL INFORMATION

Fairview International PLC (the Company) is the UK holding company established to acquire

two companies which owned two private independent schools in Malaysia that offer the

International Baccalaureate (IB) programme. The Company is registered in England (registered

number 15528502). Its registered office and principal place of business is Eastcastle House, 27-

28 Eastcastle Street, London W1W 8DH.

Basis of accounting

The financial statements have been prepared in accordance with the historical cost

convention and in accordance with FRS 102 ‘The Financial Reporting Standard’ applicable in

the UK and Republic of Ireland, and the Companies Act 2006. The financial statements present

information about the Company as an individual entity and the principal accounting policies

are described below. They have all been applied consistently throughout the period.

Reduced disclosure exemptions

The Company, as a qualifying entity, has taken advantage of the disclosure exemptions in FRS

102 paragraph 1.12 as follows:

• No cash flow statement has been presented as the Company is included within

the consolidated financial statements of the Group

• Disclosures in respect of the Company’s financial instruments have not been

presented as equivalent disclosures are included in the consolidated financial

statements of the Group. The Company has also taken advantage of the

disclosure exemptions in FRS 102 paragraph 33.1A as follows:

• Related party transactions have not been disclosed with other wholly owned

members of the Group

Going concern

At 30 June 2025 the Company had net current assets of £1,563,000. The Company has

assessed its ongoing costs with cash generated by its subsidiaries to ensure that it can

continue to settle its debts as they fall due.

The Directors have, after careful consideration of the factors set out above, concluded that it

is appropriate to adopt the going concern basis for the preparation of the financial statements

and the financial statements do not include any adjustments that would result if the going

concern basis was not appropriate.

Investments

Investments held as fixed assets are stated at cost less provision for impairment.

COMPANY ACCOUNTS FOR FAIRVIEW INTERNATIONAL PLC

101

Fairview International PLC | Annual Report 2025

Tax

Current tax, including UK corporation tax and foreign tax, is provided at amounts expected to

be paid (or recovered) using the tax rates and laws that have been enacted or substantively

enacted by the balance sheet date.

Deferred tax is recognised in respect of all timing differences that have originated but not

reversed at the balance sheet date where transactions or events that result in an obligation

to pay more tax in the future or a right to pay less tax in the future have occurred at the

balance sheet date. Timing differences are differences between the Company’s taxable profits

and its results as stated in the financial statements that arise from the inclusion of gains and

losses in tax assessments in periods different from those in which they are recognised in the

financial statements. A net deferred tax asset is regarded as recoverable and therefore

recognised only when, on the basis of all available evidence, it can be regarded as more likely

than not that there will be suitable taxable profits from which the future reversal of the

underlying timing differences can be deducted.

Financial instruments

Financial assets and liabilities are recognised in the statement of financial position when the

Company has become a party to the contractual provisions of the instruments.

The Company only enters into basic financial instruments transactions that result in the

recognition of financial assets and liabilities like trade and other debtors and creditors and

loans to related parties.

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans and

receivables are measured initially at fair value and are measured subsequently at amortised

cost using the effective interest method, less any impairment.

Creditors

Short-term trade creditors are measured at the transaction price. Other financial liabilities,

including bank loans, are measured initially at fair value and are measured subsequently at

amortised cost using the effective interest method.

Critical accounting judgements and key sources of estimation uncertainty

In the application of the Company’s accounting policies, the Directors are required to make

judgements, estimates and assumptions about the carrying amounts of assets and liabilities

that are not apparent from other sources. The estimates and assumptions are based on

historical experience and other factors, including expectations of future events that are

believed to be reasonable under the circumstances. Actual results may differ from these

estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to

accounting estimates are recognised in the period in which the estimate is revised if the

COMPANY ACCOUNTS FOR FAIRVIEW INTERNATIONAL PLC

102

Fairview International PLC | Annual Report 2025

revision affects only that period or in the period of the revision and future periods if the

revision affects both current and future periods.

The following are the key assumptions concerning the future and other key sources of

estimation uncertainty at the statement of financial position date that have a significant risk

of causing a significant adjustment to the carrying amounts of assets and liabilities in the

financial statements:

Loss for the financial year

The Company has taken advantage of Section 408 of the Companies Act 2006 and,

consequently, a profit and loss account for the Company alone has not been presented.

The Company’s loss for the financial year was £789,000.

The Company’s loss for the financial year has been arrived at after charging auditor’s

remuneration payable to Macalvins Limited for audit services to the Company of £42,780.

Statutory information on remuneration for other services provided by the Company’s auditor

and its associates is included in the Independent Auditor’s Report on page 54.

2. INVESTMENT IN SUBSIDIARIES

2025 2024

£’000 £’000

Subsidiaries

Fairview Schools Berhad (Malaysia) 18,352 18,352

Fairview International School Nusajaya Sdn Bhd 626 537

Total 18,978 18,889

The Company tests investments at least annually for impairment. Tests are conducted more

frequently if there are indications that investments might be impaired. There was no

impairment indicators identified during the period ended 30 June 2025.

3. OTHER RECEIVABLES

2025 2024

£’000 £’000

Amount due from subsidiaries 1,748 0

Prepayment 4 0

VAT recoverable 53 0

1,805 0

COMPANY ACCOUNTS FOR FAIRVIEW INTERNATIONAL PLC

103

Fairview International PLC | Annual Report 2025

4. SHARE CAPITAL

2025 2024

£’000 £’000

Issued and fully paid:

Ordinary shares at GBP 0.01 per share

5,560

5,000

The Company was incorporated on 28 February 2024 with an initial capital of £100, comprising

10,000 shares. Subsequently, the company issued and allotted 500,000,000 ordinary shares

at a price of £0.01 per share on 10 June 2024, 29,490,000 ordinary shares at £0.01 per share

on 3 October 2024, and 26,500,000 ordinary shares on 11 October 2024.

5. SHARE PREMIUM

30 June 2025

£’000

30 June 2024

£’000

Opening balance 0 0

Share issued 2,385 0

Share issue costs (209) 0

Closing balance 2,176 0

The share premium represents the amount received by the Company over and above nominal

value of shares issued. This premium is recorded as a part of equity under the ‘Share Premium

Account’. The share premium arises from the issuance of shares at a price higher than their

par or nominal value and is used for purposes such as funding expansion, covering share issue

costs, or as required by statutory provisions. As of 30 June 2025, the balance in the share

premium account stands at £2,176,000.

6. TRADE AND OTHER PAYABLES

2025 2024

£’000 £’000

Current

Trade payable 105 0

Amount due to holding company 85 1

Others 52 0

242 1

COMPANY ACCOUNTS FOR FAIRVIEW INTERNATIONAL PLC

104

Fairview International PLC | Annual Report 2025

7. DIRECTORS’ RENUMERATION

Remuneration paid to the Directors during the period ended 30 June 2025 was:

Director Base salary

(£)

Benefits

in kind (£)

Pension

contribution (£)

Total (£)

Executive Director

D Chian 27,157 0 0 27,157

Non-Executive Directors

D Lim 26,801 0 0 26,801

M Groat 26,005 0 0 26,005

J Beard 26,801 0 0 26,801

R Stevens 32,589 0 0 32,589