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REG - Symphony Int Hdgs - Annual Financial Report

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RNS Number : 3894J  Symphony International Holdings Ltd  05 April 2024

SYMPHONY INTERNATIONAL HOLDINGS PUBLICATION OF ANNUAL REPORT FOR THE YEAR
ENDED 31 DECEMBER 2023

 

5 April 2024

 

Symphony International Holdings Limited (LSE: SIHL) is pleased to announce the
publication of its 2023 annual report, which is available on its website at
www.symphonyasia.com (http://www.symphonyasia.com) .

 

 

For further information, please contact:

 

Symphony Asia Holdings Pte. Ltd.:          +65 6536 6177

Anil
Thadani
 

Rajgopal Rajkumar

 

 

Dealing codes

The ISIN number of the Ordinary Shares is VGG548121059, the SEDOL code is
B231M63 and the TIDM is SIHL.

The LEI number of the Company is 254900MQE84GV5DS6F03.

 

IMPORTANT INFORMATION

This announcement is not for release, publication or distribution, in whole or
in part, directly or indirectly, in or into the United States or any other
jurisdiction into which the publication or distribution would be unlawful.
These materials do not constitute an offer to sell or issue or the
solicitation of an offer to buy or acquire securities in the United
States or any other jurisdiction in which such offer or solicitation would be
unlawful. The securities referred to in this document have not been and will
not be registered under the securities laws of such jurisdictions and may not
be sold, resold, taken up, transferred, delivered or distributed, directly or
indirectly, within such jurisdictions.

No representation or warranty is made by the Company as to the accuracy or
completeness of the information contained in this announcement and no
liability will be accepted for any loss arising from its use.

This announcement is for information purposes only and does not constitute an
invitation or offer to underwrite, subscribe for or otherwise acquire or
dispose of any securities of the Company in any jurisdiction. All investments
are subject to risk. Past performance is no guarantee of future returns.
Prospective investors are advised to seek expert legal, financial, tax and
other professional advice before making any investment decisions.

This announcement is not an offer of securities for sale into the United
States. The Company's securities have not been, and will not be, registered
under the United States Securities Act of 1933 and may not be offered or sold
in the United States absent registration or an exemption from registration.
There will be no public offer of securities in the United States.

Statements contained in this announcement regarding past trends or activities
should not be taken as a representation that such trends or activities will
continue in the future. The information contained in this document is subject
to change without notice and, except as required by applicable law, neither
the Company nor the Investment Manager assumes any responsibility or
obligation to update publicly or review any of the forward-looking statements
contained herein. You should not place undue reliance on forward-looking
statements, which speak only as of the date of this announcement.

Independent auditors' report

 

Members of the Company

Symphony International Holdings Limited

 

Report on the audit of the financial statements

 

Opinion

 

We have audited the financial statements of Symphony International Holdings
Limited ('the Company'), which comprise the statement of financial position as
at 31 December 2023, the statement of comprehensive income, statement of
changes in equity and statement of cash flows for the year then ended, and
notes to the financial statements, including material accounting policy
information, as set out on pages FS1 to FS36.

 

In our opinion, the accompanying financial statements are properly drawn up in
accordance with IFRS Accounting Standards as issued by the International
Accounting Standards Board (IFRS Accounting Standards) so as to give a true
and fair view of the financial position of the Company as at 31 December 2023
and of the financial performance, changes in equity and cash flows of the
Company for the year ended on that date.

 

Basis for opinion

 

We conducted our audit in accordance with International Standards on Auditing
(ISAs).  Our responsibilities under those standards are further described in
the 'Auditors' responsibilities for the audit of the financial statements'
section of our report.  We are independent of the Company in accordance with
the International Ethics Standards Board for Accountants International Code of
Ethics for Professional Accountants (including International Independence
Standards) (IESBA Code) and Accounting and Corporate Regulatory Authority Code
of Professional Conduct and Ethics for Public Accountants and Accounting
Entities (ACRA Code) together with the ethical requirements that are relevant
to our audit of the financial statements in Singapore, and we have fulfilled
our other ethical responsibilities in accordance with these requirements, the
IESBA Code and the ACRA Code.  We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.

 

Key audit matters

 

Key audit matters are those matters that, in our professional judgement, were
of most significance in our audit of the financial statements of the current
period. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters.

 

 

 Valuation of financial assets at fair value through profit or loss (Level 3)

 (Refer to Note 15 to the financial statements, page FS22 et seq.)
 The key audit matter                                                             How the matter was addressed in our audit

 The Company's investments are measured at fair value and amount to US$373        As part of our audit procedures, we have:
 million (2022: US$478 million) as at 31 December 2023. The Company holds its

 investments directly or through its unconsolidated subsidiaries. The
 underlying investments comprise both quoted and unquoted securities.

                                                                                ·     Evaluated the design and implementation of management's controls
                                                                                  over the preparation, review and approval of the valuations; and

 The Company has underlying unquoted investments amounting to US$338 million
 (2022: US$431 million) which require significant judgement in the

 determination of the fair values as significant unobservable inputs are used     ·     Evaluated appropriateness of management's approach for valuing its
 in their estimation. Changes in these unobservable inputs could have a           investments as follows:
 material impact on the fair value of these investments.

                                                                                ·   Our in-house valuation specialist has assessed the appropriateness of
 The uncertain economic environment has caused significant estimation             the internal models used to value the operating businesses, except for
 uncertainty and as a result, there is increased judgement in forecasting cash    investments valued based on the price of a recent transaction;
 flows used in the discounted cash flow models, and maintainable earnings or

 revenue used in the enterprise value using comparable traded multiples models.
 These conditions and the uncertainty of their continuation results in a risk

 of inaccurate forecasts or a significantly wider range of possible outcomes to   ·   Evaluated the external valuers' independence and qualification; and
 be considered.                                                                   compared the assumptions and parameters used to externally derived data;

 The Company used external valuers to measure the fair value of the land          ·   For operating businesses valued using the comparable enterprise model,
 related investments. As the external valuations were based on the information    checked consistency of earnings before interest, tax, depreciation and
 available as at the date of the valuations, the external valuers have also       amortisation ('EBITDA') or revenue multiples and share prices to publicly
 recommended to keep the valuation of these properties under frequent review as   available information; and
 the fair values may change significantly and unexpectedly over a short period

 of time.  The Company used internal models to value the operating businesses.

                                                                                  ·   For operating businesses which uses the option pricing model as a
                                                                                  secondary valuation technique, involved our in-house valuation specialist in
                                                                                  assessing the liquidation preference of each instrument by agreeing to
                                                                                  underlying agreements and term sheets.

 

 

 Valuation of financial assets at fair value through profit or loss (Level 3)

 (Refer to Note 15 to the financial statements, page FS22 et seq.)
 The key audit matter                                                             How the matter was addressed in our audit

 ·    For land related investments in Thailand and Japan, the external            ·    For the operating business valued using the discounted cash flow
 valuers applied the comparable valuation method with the price per square        method, challenged the Company's assessment of the impact of the uncertain
 metre as the parameter.                                                          economic environment on cash flows and the reasonableness of key assumptions

                                                                                used including projected revenue and expenses by corroborating to past
 ·    For operating businesses in Thailand, France, India, Singapore, and         performance and market data.
 Vietnam, the Company measured the investments using the comparable enterprise

 model. An option pricing method using the Black Scholes model is applied to
 certain investments where instruments have different rights/terms as a

 secondary valuation technique to allocate the equity value based on different    ·   Involved our in-house valuation specialist in assessing the
 breakpoints (strikes) using market volatility and risk-free rate parameters.     appropriateness of comparable enterprises and challenging key assumptions such

                                                                                as the discount used for the lack of marketability, WACC, terminal growth
 ·    For greenfield operating businesses in Thailand and Malaysia, the           rate, volatility and risk-free rate, taking into consideration economic
 Company used a discounted cash flow method to determine the fair value, using    uncertainty, and corroborated the reasons for any unexpected movements from
 projected revenue and expenses, terminal growth rate and weighted average cost   prior valuations.
 of capital ('WACC') as key input parameters. For land held for sale by a

 greenfield operating business, the external valuer applied the comparable
 valuation method with the price per square metre as the parameter.

                                                                                ·     Reviewed the adequacy of the disclosures in the financial
                                                                                  statements on the key assumptions in the estimates applied in the valuations.

 

Other information

 

Management is responsible for the other information contained in the annual
report.  Other information is defined as all information in the annual report
other than the financial statements and our auditors' report thereon.

 

We have obtained all other information prior to the date of this auditors'
report.

 

Our opinion on the financial statements does not cover the other information
and we do not express any form of assurance conclusion thereon.

 

In connection with our audit of the financial statements, our responsibility
is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our
knowledge obtained in the audit or otherwise appears to be materially
misstated. If, based on the work we have performed, we conclude that there is
a material misstatement of this other information, we are required to report
that fact.  We have nothing to report in this regard.

 

Responsibilities of management and directors for the financial statements

 

Management is responsible for the preparation of financial statements that
give a true and fair view in accordance with IFRS, and for devising and
maintaining a system of internal accounting controls sufficient to provide a
reasonable assurance that assets are safeguarded against loss from
unauthorised use or disposition; and transactions are properly authorised and
that they are recorded as necessary to permit the preparation of true and fair
financial statements and to maintain accountability of assets.

 

In preparing the financial statements, management is responsible for assessing
the Company'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 management either intends to liquidate the Company or to
cease operations, or has no realistic alternative but to do so.

 

The directors' responsibilities include overseeing the Company's financial
reporting process.

 

Auditors' 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 auditors' 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 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.

 

As part of an audit in accordance with ISAs, we exercise professional
judgement and maintain professional scepticism throughout the audit. We also:

 

·      Identify and assess the risks of material misstatement of the
financial statements, whether due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion.  The risk of
not detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal controls.

 

 

·      Obtain an understanding of internal controls relevant to the
audit in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company's internal controls.

·      Evaluate the appropriateness of accounting policies used and the
reasonableness of accounting estimates and related disclosures made by
management.

 

·      Conclude on the appropriateness of management's use of the going
concern basis of accounting and, based on the audit evidence obtained, whether
a material uncertainty exists related to events or conditions that may cast
significant doubt on the Company's ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw
attention in our auditors' report to the related disclosures in the financial
statements or, if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence obtained up to the date of our
auditors' report.  However, future events or conditions may cause the Company
to cease to continue as a going concern.

 

·      Evaluate the overall presentation, structure and content of the
financial statements, including the disclosures, and whether the financial
statements represent the underlying transactions and events in a manner that
achieves fair presentation.

 

We communicate with the directors regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any
significant deficiencies in internal controls that we identify during our
audit.

 

We also provide the directors with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with
them all relationships and other matters that may reasonably be thought to
bear on our independence, and where applicable, related safeguards.

 

From the matters communicated with the directors, we determine those matters
that were of most significance in the audit of the financial statements of the
current period and are therefore the key audit matters.  We describe these
matters in our auditors' report unless the law or regulations preclude public
disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the
adverse consequences of doing so would reasonably be expected to outweigh the
public interest benefits of such communication.

 

The engagement partner on the audit resulting in this independent auditors'
report is Shelley Chan Hoi Yi.

 

 

 

 

KPMG LLP

Public Accountants and

Chartered Accountants

 

Singapore

26 March 2024

 Statement of financial position

 As at 31 December 2023

                                                        Note      2023      2022
                                                                  US$'000   US$'000

 Non-current assets
 Financial assets at fair value through profit or loss  4         372,655   478,226
 Prepayment                                                       *         *
                                                                  372,655   478,226
 Current assets
 Other receivables and prepayments                      5         70        82
 Cash and cash equivalents                              6         9,093     18,573
                                                                  9,163     18,655
 Total assets                                                     381,818   496,881

 Equity attributable to equity holders

of the Company
 Share capital                                          7         409,704   409,704
 (Accumulated losses)/Retained earnings                           (28,311)  86,758
 Total equity carried forward                                     381,393   496,462

 Current liabilities
 Other payables                                         8         425       419
 Total liabilities                                                425       419
 Total equity and liabilities                                     381,818   496,881

*     Less than US$1,000

 

The financial statements were approved by the Board of Directors on 26 March
2024.

 

 

 

 

 

 

────────────────────
────────────────────

Anil
Thadani
Sunil Chandiramani

Director
Director

 

 

The accompanying notes form an integral part of these financial statements.

 

 Statement of comprehensive income

 Year ended 31 December 2023

                                                                            Note  2023       2022
                                                                                  US$'000    US$'000

 Other operating income                                                           12,280     14,749
 Other operating expenses                                                         (1,441)    (5,395)
 Management fees                                                                  (9,664)    (10,663)
 Profit/(Loss) before investment results and income tax                           1,175      (1,309)
 Loss on disposal of financial assets at fair value through profit or loss        -          (1)
 Fair value changes in financial assets at fair value                             (103,410)  8,902

through profit or loss
 (Loss)/Profit before income tax                                            9     (102,235)  7,592
 Income tax expense                                                         10    -          -
 (Loss)/Profit for the year                                                       (102,235)  7,592
 Other comprehensive income for the year, net of tax                              -          -
 Total comprehensive income for the year                                          (102,235)  7,592

 Earnings per share:
                                                                                  US Cents   US Cents

 Basic                                                                      11    (19.91)    1.48
 Diluted                                                                    11    (19.91)    1.48

 

 

The accompanying notes form an integral part of these financial statements.

 Statement of changes in equity

 Year ended 31 December 2023

                                                         Share     Retained earnings/ (Accumulated losses)  Total

capital
equity
                                                         US$'000   US$'000                                  US$'000

 At 1 January 2022                                       409,704   79,151                                   488,855

 Total comprehensive income for the year                 -         7,592                                    7,592

 Transaction with owners, recognised directly in equity
 Contributions by and distributions to owners
 Forfeiture of dividends paid in prior years             -         15                                       15
 Total transactions with owners                          -         15                                       15

 At 31 December 2022                                     409,704   86,758                                   496,462

 At 1 January 2023                                       409,704   86,758                                   496,462

 Total comprehensive income for the year                 -         (102,235)                                (102,235)

 Transaction with owners, recognised directly in equity
 Contributions by and distributions to owners
 Dividends declared and paid of US$0.025 per share       -         (12,834)                                 (12,834)
 Total transactions with owners                          -         (12,834)                                 (12,834)

 At 31 December 2023                                     409,704   (28,311)                                 381,393

 

 

 

       The accompanying notes form an integral part of these financial
statements.

 

 

 Statement of cash flows

 Year ended 31 December 2023

                                                                              Note  2023       2022
                                                                                    US$'000    US$'000
 Cash flows from operating activities
 (Loss)/Profit before income tax                                                    (102,235)  7,592
 Adjustments for:
 Dividend income                                                                    (11,864)   (14,500)
 Exchange loss, net                                                                 337        4,313
 Interest income                                                                    (416)      (249)
 Loss on disposal of financial assets at fair value through profit or loss          -          1
 Fair value changes in financial assets at fair value through profit or loss        103,410    (8,902)
                                                                                    (10,768)   (11,745)
 Changes in:
 -   Other receivables and prepayments                                              10         (5)
 -   Other payables                                                                 4          100
                                                                                    (10,754)   (11,650)
 Interest received                                                                  418        242
 Net cash used in operating activities                                              (10,336)   (11,408)

 Cash flows from investing activities
 Net proceeds received from unconsolidated subsidiaries                             13,691     21,613
 Net cash from investing activities                                                 13,691     21,613

 Cash flows from financing activities
 Dividend paid                                                                      (12,834)   -
 Receipt from forfeiture of dividends paid in prior years                           -          15
 Net cash (used in)/from financing activities                                       (12,834)   15

 Net (decrease)/increase in cash and cash equivalents                               (9,479)    10,220
 Cash and cash equivalents at 1 January                                             18,573     8,357
 Effect of exchange rate fluctuations                                               (1)        (4)
 Cash and cash equivalents at 31 December                                     6     9,093      18,573

Significant non-cash transactions

 

During the financial year ended 31 December 2023, the Company received
dividends of US$11,864,000 (2022: US$14,500,000) from its unconsolidated
subsidiaries of which US$11,864,000 (2022: US$14,500,000) was set off against
the non-trade amounts due to the unconsolidated subsidiaries.

 

Notes to the financial statements

 

These notes form an integral part of the financial statements.

 

The financial statements were authorised for issue by the Board of Directors
on 26 March 2024.

 

 

1           Domicile and activities

 

Symphony International Holdings Limited ('the Company') was incorporated in
the British Virgin Islands ('BVI') on 5 January 2004 as a limited liability
company under the International Business Companies Ordinance. The address of
the Company's registered office is Vistra Corporate Services Centre, Wickhams
Cay II, Road Town, Tortola VG1110 British Virgin Islands effective 13 February
2017.  The Company does not have a principal place of business as the Company
carries out its principal activities under the advice of its Investment
Manager.

 

The principal activities of the Company are those relating to an investment
holding company while those of its unconsolidated subsidiaries consist
primarily of making strategic investments with the objective of increasing the
net asset value through strategic long-term investments in consumer-related
businesses, primarily in the healthcare, hospitality, lifestyle (including
branded real estate developments), logistics, education and new economy
sectors predominantly in Asia and through investments in special situations
and structured transactions, which have the potential of generating attractive
returns.

 

 

2           Basis of preparation

 

2.1           Statement of compliance

 

The financial statements have been prepared in accordance with IFRS Accounting
Standards ('IFRS').

 

2.2           Basis of measurement

 

The financial statements have been prepared on a fair value basis, except for
certain items which are measured on a historical cost basis.

 

2.3           Functional and presentation currency

 

The financial statements are presented in United States dollars (US$'000),
which is the Company's functional currency.  All financial information
presented in United States dollars have been rounded to the nearest thousand,
unless otherwise stated.

 

2.4           Use of estimates and judgements

 

The preparation of the financial statements in conformity with IFRS requires
management to make judgements, estimates and assumptions about the future,
including climate-related risks and opportunities, that affect the application
of accounting policies and the reported amounts of assets, liabilities, income
and expenses.  Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis and are
consistent with the Company's risk management and climate-related commitments
where appropriate.  Revisions to accounting estimates are recognised
prospectively.

 

Information about assumptions and estimation uncertainties at the reporting
date that have a significant risk of resulting in a material adjustment to the
carrying amounts of assets within the next financial year are included in the
following note:

 

·   Note 15 - Fair value of investments

 

Except as disclosed above, there are no other significant areas of estimation
uncertainty or critical judgements in the application of accounting policies
that have a significant effect on the amount recognised in the financial
statements.

 

Uncertain economic environment

 

The uncertain economic environment has increased the estimation uncertainty in
developing significant accounting estimates, predominantly related to
financial assets at fair value through profit or loss ('FVTPL').

 

The estimation uncertainty is associated with:

·    the extent and duration of the expected economic downturn and
subsequent recovery. This includes the impacts on liquidity, increasing
unemployment, declines in consumer spending and forecasts for key economic
factors;

·    the extent and duration of the disruption to business arising from
the expected economic downturn; and

·    the effectiveness of government and central bank measures that have
and will be put in place to support businesses and consumers through this
disruption and economic downturn.

 

The Company has developed accounting estimates based on forecasts of economic
conditions which reflect expectations and assumptions as at 31 December 2023
about future events that management believes are reasonable in the
circumstances.

 

There is a considerable degree of judgement involved in preparing forecasts.
The underlying assumptions are also subject to uncertainties which are often
outside the control of the Company. Accordingly, actual economic conditions
are likely to be different from those forecast since anticipated events
frequently do not occur as expected, and the effect of those differences may
significantly impact accounting estimates included in these condensed
financial statements.

 

The impact of the uncertain economic environment on financial assets at FVTPL
is discussed further in Note 15.

 

 

2.5           Changes in accounting policies

 

New accounting standards and amendments

 

The Company has applied the following IFRSs, amendments to and interpretations
of IFRS for the first time for the annual period beginning on 1 January 2023:

 

·      IFRS 17: Insurance Contracts

·      Amendments to IAS 12: Deferred tax related to Assets and
Liabilities arising from a Single Transaction

·      Amendments to IAS 12: International Tax Reform - Pillar Two
Model Rules

·      Amendments to IAS 1 and IFRS Practice Statement 2: Disclosure
of Accounting Policies

·      Amendments to IAS 8: Definition of Accounting Estimates

 

Other than the below, the application of these amendments to accounting
standards and interpretations did not have a material effect on the financial
statements.

 

Global minimum top-up tax

 

The Amendments to IAS 12: International Tax Reform - Pillar Two Model Rules
provide a temporary mandatory exception from deferred tax accounting for the
top-up tax that may arise from the jurisdictional adoption of the Pillar Two
model rules published by the Organisation for Economic Co-operation and
Development, and require new disclosures about the Pillar Two tax exposure.

 

The mandatory exception is effective immediately and applies retrospectively.
However, the amendments have no impact on the Company as the Company's revenue
is less than EUR 750 million/year and it is not in scope of the Pillar Two
model rules.

 

Material accounting policy information

 

The Company adopted Amendments to IAS 1 and IFRS Practice Statement 2:
Disclosure of Accounting Policies for the first time in 2023. Although the
amendments did not result in any changes to the accounting policies
themselves, they impacted the accounting policy information disclosed in the
financial statements.

 

The amendments require the disclosure of 'material', rather than
'significant', accounting policies. The amendments also provide guidance on
the application of materiality to disclosure of accounting policies, assisting
entities to provide useful, entity-specific accounting policy information that
users need to understand other information in the financial statements.

 

Management reviewed the accounting policies and made updates to the
information disclosed in Note 3 Material accounting policies (2022:
Significant accounting policies) in certain instances in line with the
amendments.

 

 

3           Material accounting policies

 

The accounting policies set out below have been applied consistently to all
period presented in these financial statements, except as explained in Note
2.5, which address changes in accounting policies.

3.1           Subsidiaries

 

Subsidiaries are investees controlled by the Company.  The Company controls
an investee if it is exposed to, or has rights to, variable returns from its
involvement with the investee and has the ability to affect those returns
through its power over the investee.

 

The Company is an investment entity and does not consolidate its subsidiaries
and measures them at fair value through profit or loss. In determining whether
the Company meets the definition of an investment entity, management
considered the structure of the Company and its subsidiaries as a whole in
making its assessment.

 

3.2           Functional currency

 

Items included in the financial statements of the Company are measured using
the currency that best reflects the economic substance of the underlying
events and circumstances relevant to the Company (the functional currency).

 

For the purposes of determining the functional currency of the Company,
management has considered the activities of the Company, which are those
relating to an investment holding company.  Funding is obtained in US dollars
through the issuance of ordinary shares.

 

3.3           Foreign currency

 

Foreign currency transactions

 

Transactions in foreign currencies are translated to the functional currency
of the Company at exchange rates at the dates of the transactions.  Monetary
assets and liabilities denominated in foreign currencies at the reporting date
are translated to the functional currency at the exchange rate at that date.
The foreign currency gain or loss on monetary items is the difference between
amortised cost in the functional currency at the beginning of the year,
adjusted for effective interest and payments during the year, and the
amortised cost in foreign currency translated at the exchange rate at the end
of the year.

 

Non-monetary assets and liabilities denominated in foreign currencies that are
measured at fair value are translated to the functional currency at the
exchange rate at the date that the fair value was determined. Non-monetary
items in a foreign currency that are measured in terms of historical cost are
translated using the exchange rate at the date of the transaction.

 

Foreign currency differences arising on translation are generally recognised
in profit or loss.

 

3.4           Financial instruments

 

(i)             Recognition and initial measurement

 

Non-derivative financial assets and financial liabilities

 

Trade receivables and debt investments issued are initially recognised when
they are originated.   All other financial assets and financial liabilities
are initially recognised when the Company becomes a party to the contractual
provisions of the instrument.

 

A financial asset (unless it is a trade receivable without a significant
financing component) or financial liability is initially measured at fair
value plus or minus, for an item not at FVTPL, transaction costs that are
directly attributable to its acquisition or issue.  A trade receivable
without a significant financing component is initially measured at the
transaction price.

 

(ii)            Classification and subsequent measurement

 

Non-derivative financial assets

 

On initial recognition, a financial asset is classified as measured at:
amortised cost; or FVTPL.

 

Financial assets are not reclassified subsequent to their initial recognition
unless the Company changes its business model for managing financial assets,
in which case all affected financial assets are reclassified on the first day
of the first reporting period following the change in the business model.

 

Financial assets at amortised cost

 

A financial asset is measured at amortised cost if it meets both of the
following conditions and is not designated as at FVTPL:

 

·    it is held within a business model whose objective is to hold assets
to collect contractual cash flows; and

·    its contractual terms give rise on specified dates to cash flows that
are solely payments of principal and interest on the principal amount
outstanding.

 

Financial assets at FVTPL

 

All financial assets not classified as measured at amortised cost as described
above are measured at FVTPL.  On initial recognition, the Company may
irrevocably designate a financial asset that otherwise meets the requirements
to be measured at amortised cost as at FVTPL if doing so eliminates or
significantly reduces an accounting mismatch that would otherwise arise.

 

Financial assets: Business model assessment

 

The Company makes an assessment of the objective of the business model in
which a financial asset is held at a portfolio level because this best
reflects the way the business is managed and information is provided to
management.

 

The information considered includes:

·    the stated policies and objectives for the portfolio and the
operation of those policies in practice.  These include whether management's
strategy focuses on earning contractual interest income, maintaining a
particular interest rate profile, matching the duration of the financial
assets to the duration of any related liabilities or expected cash outflows or
realising cash flows through the sale of the assets;

·    how the performance of the portfolio is evaluated and reported to the
Company's management;

·    the risks that affect the performance of the business model (and the
financial assets held within that business model) and how those risks are
managed;

·    how managers of the business are compensated - e.g. whether
compensation is based on the fair value of the assets managed or the
contractual cash flows collected; and

·    the frequency, volume and timing of sales of financial assets in
prior periods, the reasons for such sales and expectations about future sales
activity.

 

Transfers of financial assets to third parties in transactions that do not
qualify for derecognition are not considered sales for this purpose,
consistent with the Company's continuing recognition of the assets.

 

Financial assets that are held-for-trading or are managed and whose
performance is evaluated on a fair value basis are measured at FVTPL.

 

Non-derivative financial assets: Assessment whether contractual cash flows are
solely payments of principal and interest

 

For the purposes of this assessment, 'principal' is defined as the fair value
of the financial asset on initial recognition.  'Interest' is defined as
consideration for the time value of money and for the credit risk associated
with the principal amount outstanding during a particular period of time and
for other basic lending risks and costs (e.g. liquidity risk and
administrative costs), as well as a profit margin.

 

In assessing whether the contractual cash flows are solely payments of
principal and interest, the Company considers the contractual terms of the
instrument.  This includes assessing whether the financial asset contains a
contractual term that could change the timing or amount of contractual cash
flows such that it would not meet this condition.  In making this assessment,
the Company considers:

 

·    contingent events that would change the amount or timing of cash
flows;

·    terms that may adjust the contractual coupon rate, including variable
rate features;

·    prepayment and extension features; and

·    terms that limit the Company's claim to cash flows from specified
assets (e.g. non-recourse features).

 

A prepayment feature is consistent with the solely payments of principal and
interest criterion if the prepayment amount substantially represents unpaid
amounts of principal and interest on the principal amount outstanding, which
may include reasonable compensation for early termination of the contract.
Additionally, for a financial asset acquired at a significant discount or
premium to its contractual par amount, a feature that permits or requires
prepayment at an amount that substantially represents the contractual par
amount plus accrued (but unpaid) contractual interest (which may also include
reasonable compensation for early termination) is treated as consistent with
this criterion if the fair value of the prepayment feature is insignificant at
initial recognition.

 

Non-derivative financial assets: Subsequent measurement and gains and losses

 

Financial assets at amortised cost

 

These assets are subsequently measured at amortised cost using the effective
interest method. The gross carrying amount is reduced by impairment losses.
Interest income, foreign exchange gains and losses and impairment are
recognised in profit or loss. Any gain or loss on derecognition is recognised
in profit or loss.

 

 

 

Financial assets at FVTPL

 

These assets are subsequently measured at fair value.  Net gains and losses,
including any interest or dividend income, are recognised in profit or loss.

 

Non-derivative financial liabilities: Classification, subsequent measurement
and gains and losses

 

Financial liabilities are classified as measured at amortised cost. Financial
liabilities are initially measured at fair value less directly attributable
transaction costs. They are subsequently measured at amortised cost using the
effective interest method. Interest expense and foreign exchange gains and
losses are recognised in profit or loss.

 

(iii)           Derecognition

 

Financial assets

 

The Company derecognises a financial asset when:

 

·    the contractual rights to the cash flows from the financial asset
expire; or

·    it transfers the rights to receive the contractual cash flows in a
transaction in which either:

-    substantially all of the risks and rewards of ownership of the
financial asset are transferred; or

-    the Company neither transfers nor retains substantially all of the
risks and rewards of ownership and it does not retain control of the financial
asset.

 

Transferred assets are not derecognised when the Company enters into
transactions whereby it transfers assets recognised in its statement of
financial position, but retains either all or substantially all of the risks
and rewards of the transferred assets.

 

Financial liabilities

 

The Company derecognises a financial liability when its contractual
obligations are discharged or cancelled, or expire.  The Company also
derecognises a financial liability when its terms are modified and the cash
flows of the modified liability are substantially different, in which case a
new financial liability based on the modified terms is recognised at fair
value.

 

On derecognition of a financial liability, the difference between the carrying
amount extinguished and the consideration paid (including any non-cash assets
transferred or liabilities assumed) is recognised in profit or loss.

 

(iv)           Offsetting

 

Financial assets and financial liabilities are offset and the net amount
presented in the statement of financial position when, and only when, the
Company currently has a legally enforceable right to set off the amounts and
it intends either to settle them on a net basis or to realise the asset and
settle the liability simultaneously.

 

(v)            Cash and cash equivalents

 

Cash and cash equivalents comprise cash balances and short-term deposits with
maturities of three months or less from the date of acquisition that are
subject to an insignificant risk of changes in their fair value, and are used
by the Company in the management of its short-term commitments.

(vi)           Share capital

 

Ordinary shares

 

Ordinary shares are classified as equity.  Incremental costs directly
attributable to the issue of ordinary shares are recognised as a deduction
from equity. Income tax relating to transaction costs of an equity transaction
is accounted for in accordance with IAS 12.

 

3.5           Impairment

 

(i)             Non-derivative financial assets

 

The Company recognises loss allowances for expected credit losses ('ECLs') on
financial assets measured at amortised cost.

 

Loss allowances of the Company are measured on either of the following bases:

 

-     12-month ECLs: these are ECLs that result from default events that
are possible within the 12 months after the reporting date (or for a shorter
period if the expected life of the instrument is less than 12 months); or

-     Lifetime ECLs: these are ECLs that result from all possible default
events over the expected life of a financial instrument.

 

General approach

 

The Company applies the general approach to provide for ECLs on all financial
instruments.  Under the general approach, the loss allowance is measured at
an amount equal to 12-month ECLs at initial recognition.

 

At each reporting date, the Company assesses whether the credit risk of a
financial instrument has increased significantly since initial recognition.
When credit risk has increased significantly since initial recognition, loss
allowance is measured at an amount equal to lifetime ECLs.

 

When determining whether the credit risk of a financial asset has increased
significantly since initial recognition and when estimating ECLs, the Company
considers reasonable and supportable information that is relevant and
available without undue cost or effort.  This includes both quantitative and
qualitative information and analysis, based on the Company's historical
experience and informed credit assessment and includes forward-looking
information.

 

If credit risk has not increased significantly since initial recognition or if
the credit quality of the financial instruments improves such that there is no
longer a significant increase in credit risk since initial recognition, loss
allowance is measured at an amount equal to 12-month ECLs.

 

The Company considers a financial asset to be in default when:

-     the debtor is unlikely to pay its credit obligations to the Company
in full, without recourse by the Company to actions such as realising security
(if any is held); or

-     the financial asset is more than 90 days past due.

 

The maximum period considered when estimating ECLs is the maximum contractual
period over which the Company is exposed to credit risk.

 

 

Measurement of ECLs

 

ECLs are probability-weighted estimates of credit losses. Credit losses are
measured at the present value of all cash shortfalls (i.e. the difference
between the cash flows due to the entity in accordance with the contract and
the cash flows that the Company expects to receive).  ECLs are discounted at
the effective interest rate of the financial asset.

 

Credit-impaired financial assets

 

At each reporting date, the Company assesses whether financial assets carried
at amortised cost are credit-impaired. A financial asset is 'credit-impaired'
when one or more events that have a detrimental impact on the estimated future
cash flows of the financial asset have occurred.

 

Evidence that a financial asset is credit-impaired includes the following
observable data:

 

-     significant financial difficulty of the debtor;

-     a breach of contract such as a default or being more than 90 days
past due;

-     the restructuring of a loan or advance by the Company on terms that
the Company would not consider otherwise;

-     it is probable that the debtor will enter bankruptcy or other
financial reorganisation; or

-     the disappearance of an active market for a security because of
financial difficulties.

 

Presentation of allowance for ECLs in the statement of financial position

 

Loss allowances for financial assets measured at amortised cost are deducted
from the gross carrying amount of these assets.

 

Write-off

 

The gross carrying amount of a financial asset is written off (either
partially or in full) to the extent that there is no realistic prospect of
recovery.  This is generally the case when the Company determines that the
debtor does not have assets or sources of income that could generate
sufficient cash flows to repay the amounts subject to the write-off.
However, financial assets that are written off could still be subject to
enforcement activities in order to comply with the Company's procedures for
recovery of amounts due.

 

3.6           Dividend income

 

Dividend income is recognised in profit or loss on the date on which the
Company's right to receive payment is established. For quoted equity
securities, this is usually the ex-dividend date. For unquoted equity
securities, this is usually the date on which the shareholders approve the
payment of a dividend.

 

3.7           Finance income and finance costs

 

The Company's finance income and finance costs includes interest income and
foreign currency gain or loss on financial assets and financial liabilities.

 

 

 

Interest income is recognised using the effective interest method. The
'effective interest rate' is the rate that exactly discounts estimated future
cash receipts through the expected life of the financial instrument to the
gross carrying amount of the financial asset.

 

In calculating interest income, the effective interest rate is applied to the
gross carrying amount of the asset (when the asset is not credit-impaired).
However, for financial assets that have become credit-impaired subsequent to
initial recognition, interest income is calculated by applying the effective
interest rate to the amortised cost of the financial asset.  If the asset is
no longer credit-impaired, then the calculation of interest income reverts to
the gross basis.

 

3.8           Earnings per share

 

The Company presents basic and diluted earnings per share data for its
ordinary shares.  Basic earnings per share is calculated by dividing the
profit or loss attributable to ordinary shareholders of the Company by the
weighted-average number of ordinary shares outstanding during the year,
adjusted for own shares held.  Diluted earnings per share is determined by
adjusting the profit or loss attributable to ordinary shareholders and the
weighted-average number of ordinary shares outstanding, adjusted for own
shares held, for the effects of all dilutive potential ordinary shares, which
comprise share options granted to the Investment Manager.

 

3.9           Segment reporting

 

An operating segment is a component of the Company that engages in business
activities from which it may earn revenues and incur expenses, including
revenues and expenses that relate to transactions with any of the Company's
other components.  Operating segments are reported in a manner consistent
with the internal reporting provided to the chief operating decision-maker.
The chief operating decision maker has been identified as the Board of
Directors of the Investment Manager that makes strategic investment decisions.

 

Segment results that are reported to the chief operating decision maker
include items directly attributable to a segment as well as those that can be
allocated on a reasonable basis. Unallocated items comprise mainly corporate
expenses and other assets and payables.

 

3.10         New standards and interpretations not adopted

 

A number of new accounting standards and amendments to standards are effective
for annual periods beginning after 1 January 2023 and earlier application is
permitted. However, the Company has not early adopted the new or amended
accounting standards in preparing these financial statements.

 

The following amendments to IFRSs are not expected to have a significant
impact on the Company's financial statements.

 

·    Amendments to IAS 1: Classification of Liabilities as Current or
Non-current and Non-current Liabilities with Covenants

·    Amendments to IAS 7 and IFRS 17: Supplier Finance Arrangements

·    Amendments to IFRS 16: Lease Liability in a Sale and Leaseback

·    Amendments to IAS 21: Lack of Exchangeability

 

 

 

4           Financial assets at fair value through profit or loss

 

              Note  2023     2022
                    US$'000  US$'000

 Investments  17    372,655  478,226

 

5           Other receivables and prepayments

 

                                     2023     2022
                                     US$'000  US$'000

 Other prepayments                   65       75
 Interest and other receivables      5        7
                                     70       82

 
6           Cash and cash equivalents

 

                                                                            2023     2022
                                                                            US$'000  US$'000

 Fixed deposits with financial institutions and placements in money market  8,257    14,652
 funds
 Cash at bank                                                               836      3,921
                                                                            9,093    18,573

The effective interest rate on fixed deposits with financial institutions as
at 31 December 2023 ranged from 2.40% to 5.18% (2022: 0% to 4.25%) per
annum.  Interest rates reprice at intervals of seven days to one month.

 

 

7           Share capital

                                                 2023              2022
                                                 Number of shares  Number of shares
 Fully paid ordinary shares, with no par value:
 At 1 January and 31 December                    513,366,198       513,366,198

Share capital in the statement of financial position represents subscription
proceeds received from, and the amount of liabilities capitalised through, the
issuance of ordinary shares of no par value in the Company, less transaction
costs directly attributable to equity transactions.

 

The Company does not have an authorised share capital and is authorised to
issue an unlimited number of no par value shares.

 

The holders of ordinary shares are entitled to receive dividends as declared
from time to time and are entitled to one vote per share at shareholder
meetings of the Company.  All shares rank equally with regard to the
Company's residual assets.

8           Other payables
                                 2023     2022
                                 US$'000  US$'000

 Accrued operating expenses      425      419

 

9           (Loss)/Profit before income tax

 

(Loss)/Profit before income tax includes the following:

 

                                                                                     2023     2022
                                                                                     US$'000  US$'000
 Other operating income
 Dividend income                                                                     11,864   14,500
 Interest income from fixed deposits and placements in money market fund             416      249
                                                                                     12,280   14,749

 Other operating expenses
 Audit fees paid to auditors of the Company and other firms affiliated with          351      326
 KPMG International Limited
 Non-audit fees paid to auditors of the Company and other firms affiliated with      4        4
 KPMG International Limited
 Exchange loss, net                                                                  337      4,313
 Non-executive director remuneration                                                 330      400

 

10         Income tax expense

 

The Company is incorporated in a tax-free jurisdiction, thus, it is not
subject to income tax.

 

 

11         Earnings per share

 

                                                                       2023       2022
                                                                       US$'000    US$'000
 Basic and diluted earnings per share are based on:
 (Loss)/Profit for the year attributable to ordinary shareholders      (102,235)  7,592

 

 

 

 

 

 

 

 

Basic and diluted earnings per share

 

                                                            Number of shares  Number of shares

                                                            2023              2022

 Issued ordinary shares at 1 January and 31 December        513,366,198       513,366,198

 Weighted average number of shares (basic and diluted)      513,366,198       513,366,198

 

At 31 December 2023 and 31 December 2022, there were no outstanding share
options to subscribe for ordinary shares of no par value.

 

 

12         Significant related party transactions

 

Dividend income

 

During the financial year ended 31 December 2023, the Company recognised
dividend income from its unconsolidated subsidiaries amounting to
US$11,864,000 (2022: US$14,500,000).

 

Key management personnel compensation

 

Key management personnel of the Company are those persons having the authority
and responsibility for planning, directing and controlling the activities of
the Company.

 

During the financial year, directors' fees amounting to US$330,000 (2022:
US$400,000) were declared as payable to four directors (2022: four directors)
of the Company.  The remaining two directors of the Company are also
directors of the Investment Manager who provides management and administrative
services to the Company on an exclusive and discretionary basis.  No
remuneration has been paid to these directors as the cost of their services
form part of the Investment Manager's remuneration.

 

Other related party transactions

 

On 10 July 2007, the Company entered into an Investment Management and
Advisory Agreement with Symphony Investment Managers Limited ('SIMgL')
pursuant to which SIMgL would provide investment management and advisory
services exclusively to the Company. On 15 October 2015, SIMgL was replaced by
Symphony Asia Holdings Pte. Ltd. ('SAHPL') (with SAHPL and SIMgL, as the case
may be, hereinafter referred to as the "Investment Manager"). The Company
entered into an Investment Management Agreement with SAHPL, which replaced the
Investment Management and Advisory Agreement (as the case may be, hereinafter
referred to as the "Investment Management Agreement"). The key persons of the
management team of the Investment Manager comprise certain key management
personnel engaged by the Investment Manager pursuant to arrangements agreed
between the parties.  They will (subject to certain existing commitments)
devote substantially all of their business time as employees, and on behalf of
the Investment Management Group, to assist the Investment Manager in its
fulfilment of the investment objectives of the Company and be involved in the
management of the business activities of the Investment Management Group.
Pursuant to the Investment Management Agreement, the Investment Manager is
entitled to the following forms of remuneration for the investment management
and advisory services rendered.

a.     Management fees

 

Management fees of 2.25% per annum of the net asset value, payable quarterly
in advance on the first day of each quarter, based on the net asset value of
the previous quarter end. The management fees payable will be subject to a
maximum amount of US$15,000,000 (2022: US$15,000,000) per annum. A minimum
amount of US$6,000,000 (2022: US$6,000,000) per annum was removed in September
2023 following the Company's adoption of a new strategy.

 

In 2023, Management fees amounting to US$9,664,000 (2022: US$10,663,000) have
been paid to the Investment Manager and recognised in the financial
statements.

 

b.     Management shares

 

The Company did not issue any management shares during the year.  At the
reporting date, an aggregate of 10,298,725 (2022: 10,298,725) management
shares had been issued, credited as fully paid to the Investment Manager.

 

c.     Share options

 

There were no share options outstanding as at 31 December 2023 and at 31
December 2022.

 

The share options granted on 3 August 2008 expired on 3 August 2018. The share
options granted on 22 October 2012 have been fully exercised. These share
options cannot be reissued to the Investment Manager.

 

Other than as disclosed elsewhere in the financial statements, there were no
other significant related party transactions during the financial year.

 

 

13         Commitments

 

In September 2008, the Company entered into a loan agreement with a joint
venture, held via its unconsolidated subsidiary, to grant loans totaling
THB140,000,000. As at 31 December 2022, US$3,467,000 (THB120,000,000) had been
drawn down. The Company had committed to grant the remaining loan amounting to
US$578,000 (THB20,000,000) at 31 December 2022, subject to terms set out in
the agreement. In 2023, the Company sold its interest in the joint venture,
including any loans, and all commitments were subsequently terminated.

 

The Company has committed to subscribe to Good Capital Fund I for an amount
less than 1% of the net asset value as at 31 December 2023.  Approximately
86.49% of this commitment had been funded as at 31 December 2023 with 13.51%
of the commitment subject to be called.

 

The Company has committed to subscribe to Good Capital Fund II for an amount
less than 1% of the net asset value as at 31 December 2023.  Approximately
21.50% of this commitment had been funded as at 31 December 2023 with 78.50%
of the commitment subject to be called.

 

The Company committed to incremental funding in Mavi Holding Pte. Ltd. that is
subject to certain milestones being achieved. The total remaining contingent
commitment amounts aggregate to less than 1% of the net asset value as at 31
December 2023.

 

In the general interests of the Company and its unconsolidated subsidiaries,
it is the Company's current policy to provide such financial and other support
to its group of companies to enable them to continue to trade and to meet
liabilities as they fall due.

 

14         Operating segments

 

The Company has investment segments, as described below.  Investment segments
are reported to the Board of Directors of Symphony Asia Holdings Pte. Ltd.,
the Investment Manager, who review this information on a regular basis.

 

Segment results, assets and liabilities include items directly attributable to
a segment as well as those that can be allocated on a reasonable basis.

 

Business activities which do not meet the definition of an operating segment
have been reported in the reconciliations of total reportable segment amounts
to the financial statements.

 

The following summary describes the investments in each of the Company's
reportable segments.

 

 Healthcare                      Includes investments in ASG Hospital Private Limited (ASG) and Soothe
                                 Healthcare Private Limited (Soothe)

 Hospitality                     Minor International Public Company Limited (MINT)

 Education                       Includes investments in WCIB International Co. Ltd. (WCIB) and Creative
                                 Technology Solutions DMCC (CTS)

 Lifestyle                       Includes investments in Chanintr Living Ltd. (Chanintr), Wine Connection Group
                                 (WCG) and Liaigre Group (Liaigre)

 Lifestyle/Real estate           Includes investments in Minuet Ltd, SG Land Co. Ltd., a property joint venture
                                 in Niseko, Hokkaido, Japan, Desaru Peace Holdings Sdn Bhd and Isprava Vesta
                                 Private Limited (Isprava)

 Logistics                       Indo Trans Logistics Corporation (ITL)

 New economy                     Includes Smarten Spaces Pte. Ltd. (Smarten), Good Capital Partners, Good
                                 Capital Fund I and Good Capital Fund II (collectively, Good Capital), August
                                 Jewellery Private Limited (Melorra), Kieraya Furnishing Solutions Private
                                 Limited (Furlenco), Catbus Infolabs Private Limited (Blowhorn), Meesho Inc.
                                 (Meesho), SolarSquare Energy Private Limited (Solar Square), Mavi Holding Pte.
                                 Ltd. (Mavi) and Epic Games, Inc.

 Cash and temporary investments  Includes government securities or other investment grade securities, liquid
                                 investments which are managed by third party investment managers of
                                 international repute, and deposits placed with commercial banks

Information regarding the results of each reportable segment is included
below:

 

                                                                              Healthcare  Hospitality  Education  Lifestyle  Lifestyle/    Logistics  Cash and temporary investments  New Economy  Total

Real estate
                                                                              US$'000     US$'000      US$'000    US$'000    US$'000       US$'000    US$'000                         US$'000      US$'000
 31 December 2023
 Investment income
 -  Dividend income                                                           -           9,640        2,224      -          -             -          -                               -            11,864
 -  Interest income                                                           -           -            -          -          -             -          416                             -            416
                                                                              -           9,640        2,224      -          -             -          416                             -            12,280

 Fair value changes of financial assets at fair value through profit or loss  6,747       (13,187)     1,947      (10,740)   (3,452)       (70,833)   -                               (13,892)     (103,410)
 Exchange loss, net                                                           2           *            (1)        1,231      (1,573)       1          (4)                             7            (337)
                                                                              6,749       (13,187)     1,946      (9,509)    (5,025)       (70,832)   (4)                             (13,885)     (103,747)

 Net investment results                                                       6,749       (3,547)      4,170      (9,509)    (5,025)       (70,832)   412                             (13,885)     (91,467)

 31 December 2022
 Investment income
 -  Dividend income                                                           -           5,995        -          -          7,495         -          1,010                           -            14,500
 -  Interest income                                                           -           -            -          -          -             -          249                             -            249
                                                                              -           5,995        -          -          7,495         -          1,259                           -            14,749

 Fair value changes of financial assets at fair value through profit or loss  12,183      665          (5,869)    4,999      (12,453)      8,240      (1,028)                         2,165        8,902
                                                                              12,183      665          (5,869)    4,999      (12,453)      8,240      (1,028)                         2,165        8,902

 Loss on disposal of financial assets at fair value through profit or loss    -           -            -          -          -             -          (1)                             -            (1)
 Exchange loss, net                                                           1           -            1          (2,435)    (1,900)       1          15                              4            (4,313)
                                                                              1           -            1          (2,435)    (1,900)       1          14                              4            (4,314)

 Net investment results                                                       12,184      6,660        (5,868)    2,564      (6,858)       8,241      245                             2,169        19,337

 31 December 2023
 Segment assets                                                               59,561      52,948       14,806     36,838     97,148        74,595     9,093                           36,759       381,748

 Segment liabilities                                                          -           -            -          -          -             -          -                               -            -

 31 December 2022
 Segment assets                                                               52,117      66,135       12,185     56,031     92,870        152,262    18,574                          46,625       496,799

 Segment liabilities                                                          -           -            -          -          -             -          -                               -            -

*   Less than US$1,000

The reportable operating segments derive their revenue primarily by achieving
returns, consisting of dividend income, interest income and appreciation of
fair value. The Company does not monitor the performance of these investments
by measure of profit or loss.

 

Reconciliations of reportable segment profit or loss and assets

 

                                              2023       2022
                                              US$'000    US$'000

 Profit or loss
 Net investments results                      (91,467)   19,337
 Unallocated amounts:
 -   Management fees                          (9,664)    (10,663)
 -   Non-executive director remuneration      (330)      (400)
 -   General operating expenses               (774)      (682)
 (Loss)/Profit for the year                   (102,235)  7,592

 Assets
 Total assets for reportable segments         381,748    496,799
 Other assets                                 70         82
 Total assets                                 381,818    496,881

 Liabilities
 Total liabilities for reportable segments    -          -
 Other payables                               425        419
 Total liabilities                            425        419

Geographical information

 

In presenting information on the basis of geographical information, investment
income, comprising dividend income from investments, and fair value changes of
financial assets at FVTPL are based on the geographical location of the
underlying investment.  Assets are based on the principal geographical
location of the assets or the operations of the underlying investments.  None
of the underlying investments which generate revenue or assets are located in
the Company's country of incorporation, BVI.

 

                                                                              Singapore  Malaysia  Thailand  Japan    Mauritius  Vietnam   India    Others    Total
                                                                              US$'000    US$'000   US$'000   US$'000  US$'000    US$'000   US$'000  US$'000   US$'000
 2023
 Investment income:
 -  Dividend income                                                           -          -         -         -        9,640      -         -        2,224     11,864
 -  Interest income                                                           416        -         -         -        -          -         -        *         416
                                                                              416        -         -         -        9,640      -         -        2,224     12,280

 Fair value changes of financial assets at fair value through profit or loss  4          (1,384)   (9,206)   (1,533)  -          (70,833)  (7,566)  (12,892)  (103,410)
 Exchange loss, net                                                           21         -         -         -        *          -         -        (358)     (337)
                                                                              25         (1,384)   (9,206)   (1,533)  *          (70,833)  (7,566)  (13,250)  (103,747)

 Net investment results                                                       441        (1,384)   (9,206)   (1,533)  9,640      (70,833)  (7,566)  (11,026)  (91,467)

*      Less than US$1,000.

                                                                              Singapore  Malaysia  Thailand  Japan    Mauritius  Vietnam  India    Others   Total
                                                                              US$'000    US$'000   US$'000   US$'000  US$'000    US$'000  US$'000  US$'000  US$'000
 2022
 Investment income:
 -  Dividend income                                                           -          -         -         -        5,995      -        -        8,505    14,500
 -  Interest income                                                           249        -         -         -        -          -        -        *        249
                                                                              249        -         -         -        5,995      -        -        8,505    14,749

 Fair value changes of financial assets at fair value through profit or loss  5          4,321     (17,742)  (2,891)  -          8,239    14,337   2,633    8,902
 Loss on disposal of financial assets at fair value through profit or loss    -          -         -         -        -          -        -        (1)      (1)
 Exchange loss, net                                                           13         -         -         -        *          -        -        (4,326)  (4,313)
                                                                              18         4,321     (17,742)  (2,891)  *          8,239    14,337   (1,694)  4,588

 Net investment results                                                       267        4,321     (17,742)  (2,891)  5,995      8,239    14,337   6,811    19,337

 

                      Singapore  Malaysia  Thailand  Japan    Mauritius  Vietnam  India    Others   Total
                      US$'000    US$'000   US$'000   US$'000  US$'000    US$'000  US$'000  US$'000  US$'000
 2023
 Segment assets       13,354     27,110    116,665   16,584   562        74,605   102,549  30,319   381,748

 Segment liabilities  -          -         -         -        -          -                 -        -

 2022
 Segment assets       18,538     30,499    135,389   17,659   644        152,255  97,499   44,316   496,799

 Segment liabilities  -          -         -         -        -          -                 -        -

 

*      Less than US$1,000.

 

 

15         Financial risk management

 

The Company's financial assets comprise mainly financial assets at fair value
through profit or loss, other receivables, and cash and cash equivalents.
The Company's financial liabilities comprise other payables.  Exposure to
credit, price, interest rate, foreign currency and liquidity risks arises in
the normal course of the Company's business.

 

The Company's Board of Directors has overall responsibility for the
establishment and oversight of the Company's risk management framework.  The
Company's risk management policies are established to identify and analyse the
risks faced by the Company and to set appropriate controls.  Risk management
policies and systems are reviewed regularly to reflect changes in market
conditions and the Company's activities.

 

Credit risk

 

Credit risk is the risk of financial loss to the Company if a customer or
counterparty to a financial instrument fails to meet its contractual
obligations.

 

Investments in the form of advances are made to investee companies which are
of acceptable credit risk. Credit risk exposure on the investment portfolio is
managed on an asset-specific basis by the Investment Manager.

 

The Company held cash and cash equivalents of US$9,093,000 as at 31 December
2023 (2022: US$18,573,000). The cash and cash equivalents are held with bank
and financial institution counterparties, which are rated Aa1 to A1, based on
Moody's/TRIS/Standard & Poor's ratings.

 

Loss allowance on cash and cash equivalents has been measured on the 12-month
expected loss basis and reflects the short maturities of the exposures. The
Company considers that its cash and cash equivalents have low credit risk
based on external credit ratings of the counterparties. The expected credit
loss on cash and cash equivalents was negligible, and no loss allowance was
recognised on cash and cash equivalents.

 

At the reporting date, there was no significant concentration of credit risk.
 The maximum exposure to credit risk is represented by the carrying amount of
each financial asset in the statement of financial position.

 

Market risk

 

Market risk is the risk that changes in market prices, such as interest rates,
foreign exchange rates and equity prices will affect the Company's income or
the value of its holdings of financial instruments.  The objective of market
risk management is to manage and control market risk exposures within
acceptable parameters, while optimising the return on risk.

 

Interest rate risk

 

The Company's exposure to changes in interest rates relates primarily to its
interest-earning fixed deposits placed with financial institutions.  The
Company's fixed rate financial assets and liabilities are exposed to a risk of
change in their fair value due to changes in interest rates while the
variable-rate financial assets and liabilities are exposed to a risk of change
in cash flows due to changes in interest rates.  The Company does not enter
into derivative financial instruments to hedge against its exposure to
interest rate risk.

 

Sensitivity analysis

 

A 100 basis point ('bp') move in interest rate against the following financial
assets and financial liabilities at the reporting date would
increase/(decrease) profit or loss by the amounts shown below.  The analysis
assumes that all other variables, in particular foreign currency exchange
rates, remain constant.

 

                                       Impact on             Impact on

                                       Profit or loss        Profit or loss
                                       100 bp     100 bp     100 bp     100 bp

increase
decrease
increase
decrease
                                       2023       2023       2022       2022
                                       US$'000    US$'000    US$'000    US$'000
 Deposits with financial institutions  83         (83)       147        (147)

 

Foreign exchange risk

 

The Company is exposed to transactional foreign exchange risk when
transactions are denominated in currencies other than the functional currency
of the operation. The Company does not enter into derivative financial
instruments to hedge its exposure to any foreign currencies as the currency
position in these currencies is considered to be long-term in nature and
foreign exchange risk is an integral part of the Company's investment decision
and returns.

 

The Company's exposure, in US dollar equivalent, to foreign currency risk on
other financial instruments was as follows:

 

                                                        Euro     Japanese  Thai     Singapore Dollar  Indian   Others

Yen

                                                                           Baht                       Rupee
                                                        US$'000  US$'000   US$'000  US$'000           US$'000  US$'000
 2023
 Financial assets at fair value through profit or loss  29,893   16,585    58,462   42,907            17,822   1
 Other receivables                                      -        -         -        *                 -        -
 Cash and cash equivalents                              -        -         -        37                -        13
 Accrued operating expenses                             -        -         -        (384)             -        (11)
 Net exposure                                           29,893   16,585    58,462   42,560            17,822   3

 2022
 Financial assets at fair value through profit or loss  41,858   17,660    55,542   34,540            19,934   1,361
 Other receivables                                      -        -         -        *                 -        -
 Cash and cash equivalents                              -        -         -        25                -        14
 Accrued operating expenses                             -        -         -        (358)             -        (9)
 Net exposure                                           41,858   17,660    55,542   34,207            19,934   1,366

Sensitivity analysis

 

A 10% strengthening of the US dollar against the following currencies at the
reporting date would have (decreased)/increased profit or loss by the amounts
shown below. This analysis is based on foreign currency exchange rate
variances that the Company considered to be reasonably possible at the end of
the reporting period. The analysis assumes that all other variables, in
particular interest rates, remain constant.

 

                       Profit or loss
                       2023      2022
                       US$'000   US$'000

 Euro                  (2,989)   (4,186)
 Japanese Yen          (1,659)   (1,766)
 Thai Baht             (5,846)   (5,554)
 Singapore Dollar      (4,256)   (3,421)
 Indian Rupee          (1,782)   (1,993)
 Others                *         (137)

A 10% weakening of the US dollar against the above currencies would have had
the equal but opposite effect on the above currencies to the amounts shown
above, on the basis that all other variables remain constant.

 

*   Less than US$1,000

Price risk

 

The valuation of the Company's investment portfolio is dependent on prevailing
market conditions and the performance of the underlying assets.  The Company
does not hedge the market risk inherent in the portfolio but manages asset
performance risk on an asset-specific basis.

 

The Company's investment policies provide that the Company invests a majority
of capital in longer-term strategic investments and a portion in special
situations and structured transactions.  Investment decisions are made by
management on the advice of the Investment Manager.

 

Sensitivity analysis

 

All of the Company's underlying investments that are quoted equity investments
are listed on The Stock Exchange of Thailand.  A 10% increase in the price of
the equity securities at the reporting date would increase profit or loss
after tax by the amounts shown below.  This analysis assumes that all other
variables remain constant.

 

                                                                               Profit or loss
                                                                               2023      2022
                                                                               US$'000   US$'000
 Underlying investments in quoted equity securities at fair value through      5,255     6,567
 profit or loss

A 10% decrease in the price of the equity securities would have had the equal
but opposite effect on the above quoted equity investments to the amounts
shown above, on the basis that all other variables remain constant.

 

Liquidity risk

 

Liquidity risk is the risk that the Company will encounter difficulty in
meeting the obligations associated with its financial liabilities that are
settled by delivering cash or another financial asset.

 

The Company's objective when managing liquidity is to ensure, as far as
possible, that it will have sufficient liquidity to meet its liabilities when
they are due, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the Company's reputation.

 

The Company monitors its liquidity risk and maintains a level of cash and cash
equivalents deemed adequate by the Investment Manager to finance the Company's
operations and to mitigate the effects of fluctuations in cash flows.  Funds
not invested in longer-term strategic investments or investments in special
situations and structured transactions are temporarily invested in liquid
investments and managed by a third-party manager of international repute, or
held on deposit with commercial banks. The Company, through its wholly owned
subsidiaries, also holds listed securities amounting to US$52,545,000 (2022:
US$65,666,000). These listed securities are liquid and can therefore be sold
from time-to-time to generate additional cash to settle any existing and
ongoing liabilities of the Company.

 

The following are the remaining contractual maturities of financial
liabilities. The amounts are gross and undiscounted, and include contractual
interest payments and exclude the impact of netting agreements:

 

                                                            Cash flows
                                       Carrying amount      Contractual  Within

cash flows
1 year
                                       US$'000              US$'000      US$'000
 2023
 Non-derivative financial liabilities
 Other payables                        425                  (425)        (425)

 2022
 Non-derivative financial liabilities
 Other payables                        419                  (419)        (419)

Capital management

 

The Company's policy is to maintain a strong capital base so as to maintain
investor, creditor and market confidence and to sustain future development of
the business.  Capital consists of total equity.  The Company seeks to
maintain a balance between higher returns that might be possible with higher
levels of borrowings and the advantages and security afforded by a sound
capital position.

 

The Company is not subject to externally imposed capital requirements. There
were no changes in the Company's approach to capital management during the
year.

 

Accounting classification and fair values

 

The carrying amounts and fair values of financial assets and financial
liabilities are as follows. It does not include fair value information for
financial assets and financial liabilities not measured at fair value if the
carrying amount is a reasonable approximation of fair value.

 

                                                              Carrying amount
                                                        Note  Fair value through  Amortised cost  Other financial liabilities  Total    Fair value

profit or loss
                                                              US$'000             US$'000         US$'000                      US$'000  US$'000
 2023
 Financial assets measured at fair value
 Financial assets at fair value through profit or loss  4     372,655             -               -                            372,655  372,655

 Financial assets not measured at fair value
 Other receivables(1)                                   5     -                   5               -                            5
 Cash and cash equivalents                              6     -                   9,093           -                            9,093
                                                              372,655             9,098           -                            381,753

 Financial liabilities not measured at fair value
 Other payables                                         8     -                   -               (425)                        (425)

 (1)       Excludes prepayments

                                                              Carrying amount
                                                        Note  Fair value through  Amortised cost  Other financial liabilities  Total    Fair value

profit or loss
                                                              US$'000             US$'000         US$'000                      US$'000  US$'000
 2022
 Financial assets measured at fair value
 Financial assets at fair value through profit or loss  4     478,226             -               -                            478,226  478,226

 Financial assets not measured at fair value
 Other receivables(1)                                   5     -                   7               -                            7
 Cash and cash equivalents                              6     -                   18,573          -                            18,573
                                                              478,226             18,580          -                            496,806

 Financial liabilities not measured at fair value
 Other payables                                         8     -                   -               (419)                        (419)

(1)       Excludes prepayments

 

Fair value

 

The financial assets at fair value through profit or loss are measured using
the adjusted net asset value method, which is based on the fair value of the
underlying investments.  The fair values of the underlying investments are
determined based on the following methods:

 

i)     for quoted equity investments, based on quoted market bid prices at
the financial reporting date without any deduction for transaction costs;

 

ii)    for unquoted investments, with reference to the enterprise value at
which the portfolio company could be sold in an orderly disposition over a
reasonable period of time between willing parties other than in a forced or
liquidation sale, and is determined by using valuation techniques such as (a)
market multiple approach that uses a specific financial or operational measure
that is believed to be customary in the relevant industry, (b) price of recent
investment, or offers for investment, for the portfolio company's securities,
(c) current value of publicly traded comparable companies, (d) comparable
recent arms' length transactions between knowledgeable parties, and (e)
discounted cash flows analysis; and

 

iii)   for financial assets and liabilities with a maturity of less than one
year or which reprice frequently (including other receivables, cash and cash
equivalents and other payables) the notional amounts are assumed to
approximate their fair values because of the short period to
maturity/repricing.

 

The objective of valuation techniques is to arrive at a fair value measurement
that reflects the price that would be received to sell the asset or paid to
transfer the liability in an orderly transaction between market participants
at the measurement date.

 

Fair value hierarchy for financial instruments

 

The table below analyses financial instruments carried at fair value, by
valuation method.  The different levels have been defined as follows:

 

·    Level 1:     Inputs that are quoted market prices (unadjusted) in
active markets for identical instruments.

 

·    Level 2:     Inputs other than quoted prices included within
Level 1 that are observable, either directly (i.e. as prices) or indirectly
(i.e. derived from prices).  This category includes instruments valued
using:  quoted market prices in active markets for similar instruments;
quoted prices for identical or similar instruments in markets that are not
considered active; or other valuation techniques in which all significant
inputs are directly or indirectly observable from market data.

 

·    Level 3:     Inputs that are unobservable.  This category
includes all instruments for which the valuation technique includes inputs not
based on observable data and the unobservable inputs have a significant effect
on the instruments' valuation.  This category includes instruments that are
valued based on quoted prices for similar instruments but for which
significant unobservable adjustments or assumptions are required to reflect
differences between the instruments.

 

                                                        Level 1  Level 2  Level 3  Total
                                                        US$'000  US$'000  US$'000  US$'000
 2023
 Financial assets at fair value through profit or loss  -        -        372,655  372,655

 2022
 Financial assets at fair value through profit or loss  -        -        478,226  478,226

As explained in Note 3.1, the Company qualifies as an investment entity and
therefore does not consolidate its subsidiaries. Accordingly, the fair value
levelling reflects the fair value of the unconsolidated subsidiaries and not
the underlying equity investments.  There were no transfers from Level 1 to
Level 2 or Level 3 and vice versa during the years ended 31 December 2023 and
2022.

 

The fair value hierarchy table excludes financial assets and financial
liabilities such as cash and cash equivalents, other receivables and other
payables because their carrying amounts approximate their fair values due to
their short-term period to maturity/repricing.

 

Level 3 valuations

 

The following table shows a reconciliation from the beginning balances to the
ending balances for fair value measurements in Level 3 of the fair value
hierarchy.

 

                                                 2023                         2022
                                                 Financial assets at fair value through profit or loss
                                                 US$'000                      US$'000

 Balance at 1 January                            478,226                      480,755
 Fair value changes in profit or loss            (103,410)                    8,902
 Net repayment from unconsolidated subsidiaries  (2,161)                      (12,942)
 Net additions                                   -                            1,511
 Balance at 31 December                          372,655                      478,226

Significant unobservable inputs used in measuring fair value

 

The table below sets out information about significant unobservable inputs
used at 31 December 2023 in measuring the underlying investments of the
financial assets categorised as Level 3 in the fair value hierarchy excluding
investments purchased during the year that are valued at transaction prices as
they are reasonable approximation of fair values and ultimate investments in
listed entities.

 

 Description               Fair value            Fair value            Valuation technique   Unobservable input                          Range (Weighted average)                                                       Sensitivity

at 31 December 2023
at 31 December 2022
to changes in significant unobservable inputs

                           US$'000               US$'000

 Rental properties         -                     2,429                 Income                Rental growth rate                          N/A                                                                            The estimated fair value would increase if the rental growth rate and

(2022:                                                                        occupancy rate were higher, and the discount rate was lower.
                                                                       approach
-0.7% - 2.0%)

                                                                                                                                         N/A

(2022:
                                                                                             Occupancy rate

                                           15% - 51%)

                                           N/A

(2022: 13% - 13.5%)

                                                                                             Discount rate

 Land related investments  58,938                59,941                Comparable valuation  Price per square meter for comparable land  US$427 - US$7,516 per square meter (2022: US$379 - US$7,032 per square meter)  The estimated fair value would increase if the price per square meter was

                                                                              higher.
                                                                       method

 

 

 Description                                       Fair value            Fair value            Valuation technique                       Unobservable input               Range (Weighted average)                                     Sensitivity

at 31 December 2023
at 31 December 2022
to changes in significant unobservable inputs

                                                   US$'000               US$'000

 Operating business                                187,031               292,350               Enterprise                                EBITDA                           3.6x - 35.2x, median 9.3x (2022: 0.3x - 33.4x, median 7.7x)  The estimated fair value would increase if the EBITDA multiple was higher.

                                                                                               value using comparable traded multiples   multiple (times)

                                                                                                                                         Revenue multiple (times)         0.3x - 10.5x, median 3.4x                                    The estimated fair value would increase if the revenue multiple was higher.

                                                                                                                                                                          (2022: 0.6x - 12.5x, median 5.9x)

                                                                                                                                         Discount for                     25%                                                          The estimated fair value would increase if the discount for lack of

                                (2022: 25%)                                                  marketability was lower.
                                                                                                                                         lack of marketability ('DLOM')
                                                                                               Option                                    Volatility                       29.8% - 65.5%                                                The estimated fair value would increase or decrease if the volatility was

(2022: 23,4% - 54.2%)                                       higher depending on factors specific to the investment.
                                                                                               pricing model*

                                                                                                                                         Risk-free rate                   3.7% - 6.8%                                                  The estimated fair value would increase or decrease if risk-free rate was

(2022: 4.5% - 7.0%)                                         lower depending on factors specific to the investment.

 Greenfield business held for more than 12-months  41,916                41,325                Discounted cashflow                       Revenue growth                   2.8% - 96.5%                                                 The estimated fair value would increase if the revenue growth increases,

                                                            expenses ratio decreases, and WACC was lower.
                                                                                               method                                                                     (2022: 1.0% - 26.9)

                                                                                                                                         Expense ratio                    59.0% - 84.9%

                                                                                                                                                                          (2022: 57.9% - 87.8%)

                                                                                                                                                                          11.3% - 15.5%

                                                                                                                                         WACC                             (2022: 14.7% -16.3%)

                                                                                               Comparable valuation                      Price per square meter           US$260 -                                                     The estimated fair value would increase if the price per square meter was

US$498 per square meter                                     higher.
                                                                                               method

*        The option pricing model is used as a secondary valuation
technique for certain investments to allocate equity value where the capital
structure of the investment consists of instruments with significantly
different rights/terms.

 

The rental growth rate represents the growth in rental income during the
leasehold period while the occupancy rates represent the percentage of the
building that is expected to be occupied during the leasehold period.
Management adopt a valuation report produced by an independent valuer that
determines the rental growth rate and occupancy rate after considering the
current market conditions and comparable occupancy rates for similar buildings
in the same area.

The discount rate is related to the current yield on long-term government
bonds plus a risk premium to reflect the additional risk of investing in the
subject properties.  Management adopt a valuation report produced by an
independent valuer that determines the discount based on the independent
valuer's judgement after considering current market rates.

 

The comparable recent sales represent the recent sales prices of properties
that are similar to the investee companies' properties, which are in the same
area.  Management adopt a valuation report produced by an independent valuer
to determine the value per square meter based on the average recent sales
prices.

 

The EBITDA multiple represents the amount that market participants would use
when pricing investments.  The EBITDA multiple is selected from comparable
public companies with similar business as the underlying investment.
Management obtains the median EBITDA multiple from the comparable companies
and applies the multiple to the EBITDA of the underlying investment.  In some
instances, Management obtains the lower or upper quartile multiple from
comparable companies and applies the multiple to the EBITDA of the underlying
investment to reflect more accurately the value of the underlying investment
in the circumstances. The amount is further discounted for considerations such
as lack of marketability.

 

The revenue multiple represents the amount that market participants would use
when pricing investments.  The revenue multiple is selected from comparable
public companies with similar business as the underlying investment.
Management obtains the median revenue multiple from the comparable companies
and applies the multiple to the revenue of the underlying investment.  The
amount is further discounted for considerations such as lack of marketability.

 

The discount for lack of marketability represents the discount applied to the
comparable market multiples to reflect the illiquidity of the investee
relative to the comparable peer group.  Management determines the discount
for lack of marketability based on its judgement after considering market
liquidity conditions and company-specific factors.

 

The option pricing model uses distribution allocation for each equity
instrument at different valuation breakpoints, taking into consideration the
different rights / terms of each instrument. An option pricing computation is
done using a Black Scholes Model at different valuation breakpoints (strikes)
using market volatility and risk-free rate parameters. Where a recent
transaction price for an identical or similar instrument is available, it is
used as the basis for fair value.

 

During the year ended 31 December 2023, two investments that previously used a
recent transaction price as a basis for fair value in the option pricing model
had used the revenue multiple technique as the basis for fair value in the
current year as there were no recent transactions.

 

The revenue growth represents the growth in sales of the underlying business
and is based on the operating management team's judgement on the change of
various revenue drivers related to the business from year-to-year. The expense
ratio is based on the judgement of the operating management team after
evaluating the expense ratio of comparable businesses and is a key component
in deriving EBITDA and free cash flow for the greenfield business. The free
cashflow is discounted at the WACC to derive the enterprise value of the
greenfield business. Net debt is then deducted to arrive at an equity value
for the business. WACC is derived after adopting independent market quotes or
reputable published research-based inputs for the risk-free rate, market risk
premium, small cap premium and cost of debt.

 

The investment entity approach requires the presentation and fair value
measurement of immediate investments; the shares of intermediate holding
companies are not listed.  However, ultimate investments in listed entities
amounting to US$52,545,000 (2022: US$65,666,000) are held through intermediate
holding companies; the value of these companies are mainly determined by the
fair values of the ultimate investments.

 

Sensitivity analysis

 

Although the Company believes that its estimates of fair value are
appropriate, the use of different methodologies or assumptions could lead to
different measurements of fair value.  For fair value measurements in Level 3
assets, changing one or more of the assumptions used to reasonably possible
alternative assumptions would have effects on the profit or loss by the
amounts shown below. The effect of the uncertain economic environment has
meant that the range of reasonably possible changes is wider than in periods
of stability.

 

                 ‹------------- 2023 ------------›         ‹------------- 2022 -------------›
                 Effect on profit or loss                  Effect on profit or loss
                 Favourable           (Unfavourable)       Favourable            (Unfavourable)
                 US$'000              US$'000              US$'000               US$'000

 Level 3 assets  98,293               (67,782)             114,517               (83,076)

The favourable and unfavourable effects of using reasonably possible
alternative assumptions have been calculated by recalibrating the valuation
model using a range of different values.

 

For rental properties, the projected rental rates and occupancy levels were
increased by 10% (2022: 10%) for the favourable scenario and reduced by 10%
(2022: 10%) for the unfavourable scenario.  The discount rate used to
calculate the present value of future cash flows was also decreased by 2%
(2022: 2%) for the favourable case and increased by 2% (2022: 2%) for the
unfavourable case compared to the discount rate used in the year-end
valuation.

 

For land related investments (except those held for less than 12-months where
cost represents the most reliable estimate of fair value in the absence of
significant developments since the transaction), which are valued on
comparable transaction basis by third party valuation consultants, the fair
value of the land is increased by 20% (2022: 20%) in the favourable scenario
and reduced by 20% (2022: 20%) in the unfavourable scenario.

 

For operating businesses (except those where a last transacted price exists
within the past 12-months that provides the basis for fair value) that are
valued on a trading comparable basis using enterprise value to EBITDA or
revenue, EBITDA or revenue is increased by 20% (2022: 20%) and decreased by
20% (2022: 20%), and DLOM is decreased by 5% (2022: 5%) and increased by 5%
(2022: 5%) in the favourable and unfavourable scenarios respectively.

 

In the option pricing model sensitivity analysis, the change in risk-free rate
and volatility results in different outcomes for each investment. An increase
in risk-free rate and volatility may have a favourable or unfavourable impact
and vice versa. This is a result of multiple factors including cumulative
impact of two variables (risk-free rate, volatility) being changed
simultaneously after taking into account variations in investment specific
input variables, such as time to expiry, capital structure and the liquidation
preference related to securities. The volatility is adjusted by 10% (2022:
10%) and the risk-free rate is adjusted by 2% (2022: 2%) to arrive at the
favourable and unfavourable scenario depending on factors specific to each
investment.

 

For greenfield businesses (except those where a last transacted price exists
within the past 12-months) that are valued using a discounted cashflow, the
revenue growth rate is increased by 2% (2022: 2%), the expense ratio rate is
decreased by 10% (2022: 10%) and the WACC is reduced by 2% (2022: 2%) in the
favourable scenario. Conversely, in the unfavourable scenario, the revenue
growth rate is reduced by 2% (2022: 2%), the expense ratio rate is increased
by 10% (2022: 10%) and the WACC is increased by 2% (2022: 2%).

 

 

16         Unconsolidated subsidiaries

 

Details of the unconsolidated subsidiaries of the Company are as follows:

 

                                                                              Place of
                                                                              incorporation           Equity interest
 Name of subsidiary                                     Principal activities  and business            2023      2022
                                                                                                      %         %
 Symphony (Mint) Investment Limited                     Investment holding    Mauritius               100       100

 Lennon Holdings Limited                                Investment holding    Mauritius               100       100

and its subsidiary:

     Britten Holdings Pte. Ltd.                         Investment holding    Singapore               100       100

 Gabrieli Holdings Limited                              Investment holding    British Virgin Islands  100       100

and its subsidiaries:

     Ravel Holdings Pte. Ltd. and its subsidiaries:     Investment holding    Singapore               100       100

         Schubert Holdings Pte. Ltd.                    Investment holding    Singapore               100       100

         Haydn Holdings Pte. Ltd.                       Investment holding    Singapore               100       100

         Thai Education Holdings Pte.   Ltd.            Investment holding    Singapore               100       100

 Maurizio Holdings Limited                              Investment holding    British Virgin Islands  100       100

and its subsidiary:

        Groupe CL Pte. Ltd.                             Investment holding    Singapore               100       100

 Anshil Limited                                         Investment holding    British Virgin Islands  100       100

 Buble Holdings Limited                                 Investment holding    British Virgin Islands  100       100

 O'Sullivan Holdings Limited and its subsidiary:        Investment holding    British Virgin Islands  100       100

       Bacharach Holdings Limited                       Investment holding    British Virgin Islands  100       100

 Schumann Holdings Limited                              Investment holding    British Virgin Islands  100       100

 Dynamic Idea Investments Limited                       Investment holding    British Virgin Islands  100       100

                                                                      Place of
                                                                      incorporation         Equity interest
 Name of subsidiary                             Principal activities  and business          2023      2022
                                                                                            %         %

 Symphony Logistics Pte. Ltd.       Investment holding                Singapore             100       100

 Eagles Holdings Pte. Ltd.          Investment holding                Singapore             83.33     83.33

 Stravinsky Holdings Pte. Ltd.      Investment holding                Singapore             100       100

 Alhambra Holdings Limited          Investment holding                United Arab Emirates  100       100

 Shadows Holdings Pte. Ltd.         Investment holding                Singapore             66.65     66.65

 Symphonic Spaces Pte. Ltd.         Investment holding                Singapore             100       100

 Wynton Holdings Pte. Ltd.          Investment holding                Singapore             100       100

 Shomee Holdings Pte. Ltd.          Investment holding                Singapore             100       100

 Symphony Luxre Holdings Pte. Ltd.  Investment holding                Singapore             100       100

 Symphony Assure Pte. Ltd.          Investment holding                Singapore             100       100

 

 

17         Underlying investments

 

Details of the underlying investments in unquoted equities of the Company are
as follows:

 

                                                                                                Place of       Ordinary shares     Preference shares
                                     Principal                                                  incorporation  Equity interest     Equity interest
 Name                                activities                                                 and business   2023      2022      2023       2022
                                                                                                               %         %         %          %

 La Finta Limited(1)                 Property development                                       Thailand       49        49        -          -

 Minuet Limited(1)                   Property development and land holding                      Thailand       49.98     49.98     -          -

 SG Land Co. Limited(1)              Commercial real estate                                     Thailand       -         49.94     -          -

 Chanintr Living                     Distribution of furniture                                  Thailand       49.90     49.90     -          -

Limited(2)

 Chanintr Living (Thailand) Limited  Distribution and retail of furniture and home decorations  Thailand       24.45     24.45     -          -

 Chanintr Living Pte Ltd             Distribution and retail of furniture and home              Singapore      49.90     49.90     -          -

                                     decorations

 

Place of

Ordinary shares

Preference shares

 

Principal

incorporation

Equity interest

Equity interest

Name

activities

and business

2023

2022

2023

2022

 

 

 

%

%

%

%

La Finta Limited(1)

Property development

Thailand

49

49

-

-

Minuet Limited(1)

Property development and land holding

Thailand

49.98

49.98

-

-

SG Land Co. Limited(1)

Commercial real estate

Thailand

-

49.94

-

-

Chanintr Living

Limited(2)

Distribution of furniture

Thailand

49.90

49.90

-

-

Chanintr Living (Thailand) Limited

Distribution and retail of furniture and home decorations

Thailand

24.45

24.45

-

-

Chanintr Living Pte Ltd

Distribution and retail of furniture and home

decorations

Singapore

49.90

49.90

-

-

(1)    Joint venture

(2)    Associate

 

 

                                                                                                  Place of              Ordinary shares     Preference shares
                                         Principal                                                incorporation         Equity interest     Equity interest
 Name                                    activities                                               and business          2023      2022      2023       2022
                                                                                                                        %         %         %          %

 Well Round Holdings Limited(2)          Property development                                     Hong Kong             37.50     37.50     -          -

 Allied Hill Corporation Limited(2)      Luxury property development                              Hong Kong             37.50     37.50     -          -

 Silver Prance Limited(2)                Property development and land holding                    Hong Kong             37.50     37.50     -          -

 Desaru Peace Holdings                   Branded luxury development                               Malaysia              49        49        49         49

    Sdn Bhd(2)

 Oak SPV Limited(3)                      Wine retail and F&B operations                           Cayman Islands        62.11     62.11     -          -

 Macassar Holdings SARL                  Luxury interior architecture and furniture retail group  Luxembourg            33.33     33.33     33.33      33.33

 Liaigre Hospitality Ventures Pte. Ltd.  Branded luxury development                               Singapore             33.33     33.33     -          -

 WCIB International Company Limited(1)   K12 education institution                                Thailand              39.15     39.15     -          -

 ASG Hospital Private Limited            Healthcare                                               India                 -         -         8.51       8.62

 Mavi Holding Pte. Ltd.                  Insurance                                                Singapore             -         -         32.30      32.30

 Creative Technology Solutions DMCC      Education IT solutions provider                          United Arab Emirates  -         12.61     -          -

 Good Capital Partners                   Venture Capital                                          Mauritius             10        10        -          -

 In Do Trans Logistics Corporation(2)    Logistics Group                                          Vietnam               27.39     28.39     -          -

 Smarten Spaces Pte. Ltd.                Software company for space management                    Singapore             8.96      8.96      8.96       8.96

 Soothe Healthcare Pvt. Ltd(2)           Consumer healthcare products                             India                 -         -         25.12      25.14

 Catbus Infolabs Pvt. Ltd.               Logistics services                                       India                 0.01      0.01      9.10       8.72

 SolarSquare Energy Pvt. Ltd.            Solar power solutions provider                           India                 -         -         3.65       3.65

 Kieraya Furnishing Solutions Pvt. Ltd.  Online furniture rental and sales                        India                 -         -         2.09       3.41

(1)    Joint venture

(2)    Associate

(3)  Following the sale of WCG, the Company continued to hold an interest in
a related investment holding entity that will eventually be subject to
dissolution.

                                                                   Place of       Ordinary shares     Preference shares
                                Principal                          incorporation  Equity interest     Equity interest
 Name                           activities                         and business   2023      2022      2023       2022
                                                                                  %         %         %          %

 August Jewellery Private Ltd.  Online and retail jewellery        India          -         -         6.74       6.86

 Meesho Inc.                    E-commerce marketplace platform    India          -         -         0.20       0.24

 Isprava Vesta Private Ltd.     Branded luxury development         India          -         -         5.15       -

 Epic Games, Inc.               Video game and software developer  United States  <0.01     <0.01     -          -

(1)    Joint venture

(2)    Associate

 

 

18         Subsequent events

 

Subsequent to 31 December 2023,

 

·    the Company sold 3.03 million warrants of MINT for a total net
consideration of US$36,000;

 

·    the Company completed the third tranche of its investment in Mavi
Holding Pte. Ltd. The total consideration was less than 1% of NAV;

 

·    the Company funded a capital call from the Good Capital Fund I as
part of its commitment as an anchor investor. The capital call amounted to
less than 1% of the Company's NAV;

 

·    the Company funded a capital call from the Good Capital Fund II as
part of its commitment as an anchor investor. The capital call amounted to
less than 1% of the Company's NAV;

 

·    the Company completed a follow-on investment in WCIB International
Co. Ltd. The investment amounted to less than 1% of the Company's NAV; and

 

·    the Company completed a follow-on investment in Catbus Infolabs
Private Ltd. The investment amounted to less than 1% of the Company's NAV.

 

 

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