REG - Symphony Int Hdgs - Annual Financial Report
06/04/2023 07:00
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RNS Number : 5296V Symphony International Holdings Ltd 06 April 2023
SYMPHONY INTERNATIONAL HOLDINGS PUBLICATION OF ANNUAL REPORT FOR THE YEAR
ENDED 31 DECEMBER 2022
6 April 2023
Symphony International Holdings Limited (LSE: SIHL) is pleased to announce the
publication of its 2022 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 of
the Company as at 31 December 2022, the statement of comprehensive income,
statement of changes in equity and statement of cash flows for the year then
ended, including a summary of significant accounting policies and other
explanatory information, as set out on pages FS1 to FS39.
In our opinion, the accompanying financial statements are properly drawn up in
accordance with International Financial Reporting Standards (IFRS) so as to
give a true and fair view of the financial position of the Company as at 31
December 2022 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 FS25 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$478 As part of our audit procedures, we have:
million (2021: US$481 million) as at 31 December 2022. 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 controls over the preparation,
review and approval of the valuations.
The Company has underlying unquoted investments amounting to US$431 million
(2021: US$431 million) which require significant judgement in the
determination of the fair values as significant unobservable inputs are used Our in-house valuation specialist has assessed the appropriateness of the
in their estimation. Changes in these unobservable inputs could have a internal models used to value the operating businesses, except for investments
material impact on the fair value of these investments. valued based on the price of a recent transaction.
The uncertain economic environment has caused significant estimation For land related investments and rental properties, evaluated the valuers'
uncertainty and as a result there is increased judgement in forecasting cash independence and qualification; and compared the assumptions and parameters
flows and assumptions used in the discounted cash flow models, and future used to externally derived data.
maintainable earnings and market multiples used in its fair value
calculations. These conditions and the uncertainty of their continuation
results in a risk of inaccurate forecasts or a significantly wider range of
possible outcomes to be considered. For operating businesses valued using the comparable enterprise model, checked
consistency of earnings before interest, tax, depreciation and amortisation
('EBITDA') or revenue multiples and share prices to publicly available
information.
The Company used external valuers to measure the fair value of the land
related investments and rental properties. In view of the global inflationary
pressures, challenging macro-economic, geopolitical and supply chain risks,
certain external valuers have included heightened market volatility clauses in For operating businesses which uses the option pricing model as a secondary
their valuation reports. As the external valuations were based on the valuation technique, involved our in-house valuation specialist in assessing
information available as at the date of the valuations, the external valuers the liquidation preference of each instrument by agreeing to underlying
have also recommended to keep the valuation of these properties under frequent agreements and term sheets.
review as the fair values may change significantly and unexpectedly over a
short period of time. The Company used internal models to value the
operating businesses.
Valuation of financial assets at fair value through profit or loss (Level 3)
(Refer to Note 15 to the financial statements, page FS25 et seq.)
The key audit matter How the matter was addressed in our audit
For land related investments in Thailand, and Japan, the external valuers For the operating business valued using the discounted cash flow method,
applied the comparable valuation method with the price per square metre as the challenged the Company's assessment of the impact of the uncertain economic
parameter. environment on cash flows and the reasonableness of key assumptions used
including projected revenue and expenses by corroborating to past performance
For rental properties in Thailand, an income approach was used to determine and market data.
the fair value, by using the rental growth rate, occupancy rate and discount
rate as the key input parameters.
For operating businesses in Thailand, France, India, Vietnam and UAE, the Involved our in-house valuation specialist in assessing the appropriateness of
Company measured the investments using the comparable enterprise model and a comparable enterprises and challenging key assumptions such as the discount
discount for the lack of marketability. An option pricing method using the used for the lack of marketability, small capitalisation premium, WACC,
Black Scholes model is applied to certain investments where instruments have terminal growth rate, volatility and risk-free rate, taking into consideration
different rights/terms as a secondary valuation technique to allocate the economic uncertainty, and corroborated the reasons for any unexpected
equity value based on different breakpoints (strikes) using market volatility movements from prior valuations.
and risk-free rate parameters.
For greenfield operating businesses in Thailand and Malaysia, the Company used
a discounted cash flow method to determine the fair value, using projected Reviewed the adequacy of the disclosures in the financial statements on the
revenue and expenses, terminal growth rate, small capitalisation premium and key assumptions in the estimates applied in the valuations.
weighted average cost of capital ('WACC') as key input parameters.
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
24 March 2023
Statement of financial position
As at 31 December 2022
Note 2022 2021
US$'000 US$'000
Non-current assets
Financial assets at fair value through profit or loss 4 478,226 480,755
Prepayment * *
478,226 480,755
Current assets
Other receivables and prepayments 5 82 70
Cash and cash equivalents 6 18,573 8,357
18,655 8,427
Total assets 496,881 489,182
Equity attributable to equity holders
of the Company
Share capital 7 409,704 409,704
Accumulated profits 86,758 79,151
Total equity carried forward 496,462 488,855
Current liabilities
Other payables 8 419 327
Total liabilities 419 327
Total equity and liabilities 496,881 489,182
* Less than US$1,000
The financial statements were approved by the Board of Directors on 24 March
2023.
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Anil
Thadani
Sunil Chandiramani
Director
Director
Statement of comprehensive income
Year ended 31 December 2022
Note 2022 2021
US$'000 US$'000
Other operating income 14,749 182,234
Other operating expenses (5,395) (5,609)
Management fees (10,663) (9,057)
(Loss)/Profit before investment results and income tax (1,309) 167,568
Loss on disposal of financial assets at fair value through profit or loss (1) (4)
Fair value changes in financial assets at fair value 8,902 (45,094)
through profit or loss
Profit before income tax 9 7,592 122,470
Income tax expense 10 - -
Profit for the year 7,592 122,470
Other comprehensive income for the year, net of tax - -
Total comprehensive income for the year 7,592 122,470
Earnings per share:
US Cents US Cents
Basic 11 1.48 23.86
Diluted 11 1.48 23.86
The accompanying notes form an integral part of these financial statements.
Statement of changes in equity
Year ended 31 December 2022
Share Accumulated (losses)/profits Total
capital
equity
US$'000 US$'000 US$'000
At 1 January 2021 409,704 (30,645) 379,059
Total comprehensive income for the year - 122,470 122,470
Transaction with owners, recognised directly in equity
Contributions by and distributions to owners
Forfeiture of dividend paid in prior years - 160 160
Dividends declared and paid of US$0.025 - (12,834) (12,834)
per share
Total transactions with owners - (12,674) (12,674)
At 31 December 2021 409,704 79,151 488,855
At 1 January 2022 409,704 79,151 488,855
Total comprehensive income for the year - 7,592 7,592
Transaction with owners, recognised directly in equity
Contributions by and distributions to owners
Forfeiture of dividend paid in prior years - 15 15
Total transactions with owners - 15 15
At 31 December 2022 409,704 86,758 496,462
The accompanying notes form an integral part of these financial statements.
Statement of cash flows
Year ended 31 December 2022
Note 2022 2021
US$'000 US$'000
Cash flows from operating activities
Profit before income tax 7,592 122,470
Adjustments for:
Dividend income (14,500) (182,232)
Exchange loss, net 4,313 4,181
Interest income (249) (2)
Interest expense - 18
Loss on disposal of financial assets at fair value through profit or loss 1 4
Fair value changes in financial assets at fair value through profit or loss (8,902) 45,094
(11,745) (10,467)
Changes in:
- Other receivables and prepayments (5) 3
- Other payables 100 (160)
(11,650) (10,624)
Dividend received from unconsolidated subsidiaries - 4,007
Interest received (net of withholding tax) 242 2
Net cash used in operating activities (11,408) (6,615)
Cash flows from investing activities
Net proceeds received from unconsolidated subsidiaries 21,613 30,108
Refund of purchase consideration of investments - 27
Net cash from investing activities 21,613 30,135
Cash flows from financing activities
Interest paid - (18)
Dividend paid - (12,834)
Receipt from forfeiture of dividends paid in prior years 15 160
Repayment of borrowings - (2,730)
Net cash from/(used in) financing activities 15 (15,422)
Net increase in cash and cash equivalents 10,220 8,098
Cash and cash equivalents at 1 January 8,357 257
Effect of exchange rate fluctuations (4) 2
Cash and cash equivalents at 31 December 6 18,573 8,357
Significant non-cash transactions
During the financial year ended 31 December 2022, the Company received
dividends of US$14,500,000 (2021: US$182,232,000) from its unconsolidated
subsidiaries of which US$14,500,000 (2021: US$173,986,000) was set off against
the non-trade amounts due to the unconsolidated subsidiaries.
Notes to the financial statements
These notes form an integral part of the financial statements.
The financial statements were authorised for issue by the Board of Directors
on 24 March 2023.
1 Domicile and activities
Symphony International Holdings Limited ('the Company') was incorporated in
the British Virgin Islands (BVI) on 5 January 2004 as a limited liability
company under the International Business Companies Ordinance. The address of
the Company's registered office is Vistra Corporate Services Centre, Wickhams
Cay II, Road Town, Tortola VG1110 British Virgin Islands effective 13 February
2017. The Company does not have a principal place of business as the Company
carries out its principal activities under the advice of its Investment
Manager.
The principal activities of the Company are those relating to an investment
holding company while those of its unconsolidated subsidiaries consist
primarily of making strategic investments with the objective of increasing the
net asset value through strategic long-term investments in consumer-related
businesses, primarily in the healthcare, hospitality, lifestyle (including
branded real estate developments), logistics, education and new economy
sectors predominantly in Asia and through investments in special situations
and structured transactions, which have the potential of generating attractive
returns.
2 Basis of preparation
2.1 Statement of compliance
The financial statements have been prepared in accordance with International
Financial Reporting Standards (IFRS).
2.2 Basis of measurement
The financial statements have been prepared on a fair value basis, except for
certain items which are measured on a historical cost basis.
2.3 Functional and presentation currency
The financial statements are presented in thousands of United States dollars
(US$'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 financial statements in conformity with IFRS requires
management to make judgements, estimates and assumptions 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.
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 2022
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 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 2022:
· COVID-19-Related Rent Concessions beyond 30 June 2021 (Amendments to
IFRS 16)
· Reference to the Conceptual Framework (Amendments to IFRS 3)
· Property, Plant and Equipment - Proceeds before Intended Use
(Amendments to IAS 16)
· Onerous Contracts - Cost of Fulfilling a Contract (Amendments to IAS
37)
· Annual Improvements to IFRSs 2018-2020
The application of these amendments to standards and interpretations did not
have a material effect on the financial statements.
3 Significant 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 when 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 amortised cost 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
Other 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.
(ii) Non-financial assets
The carrying amounts of the Company's non-financial assets are reviewed at
each reporting date to determine whether there is any indication of
impairment. If any such indication exists, then the asset's recoverable
amount is estimated. For goodwill, the recoverable amount is estimated each
year at the same time. An impairment loss is recognised if the carrying
amount of an asset or its related cash-generating unit (CGU) exceeds its
estimated recoverable amount.
The recoverable amount of an asset or CGU is the greater of its value in use
and its fair value less costs of disposal. In assessing value in use, the
estimated future cash flows are discounted to their present value using a
pre-tax discount rate that reflects current market assessments of the time
value of money and the risks specific to the asset or CGU. For the purpose of
impairment testing, assets that cannot be tested individually are grouped
together into the smallest group of assets that generates cash inflows from
continuing use that are largely independent of the cash inflows of other
assets or CGUs.
The Company's corporate assets do not generate separate cash inflows and are
utilised by more than one CGU. Corporate assets are allocated to CGUs on a
reasonable and consistent basis and tested for impairment as part of the
testing of the CGU to which the corporate asset is allocated.
Impairment losses are recognised in profit or loss. Impairment losses
recognised in respect of CGUs are allocated first to reduce the carrying
amount of any goodwill allocated to the CGU (group of CGUs), and then to
reduce the carrying amounts of the other assets in the CGU (group of CGUs) on
a pro rata basis.
An impairment loss in respect of goodwill is not reversed. In respect of
other assets, impairment losses recognised in prior periods are assessed at
each reporting date for any indications that the loss has decreased or no
longer exists. An impairment loss is reversed if there has been a change in
the estimates used to determine the recoverable amount. An impairment loss
is reversed only to the extent that the asset's carrying amount does not
exceed the carrying amount that would have been determined, net of
depreciation or amortisation, if no impairment loss had been recognised.
3.6 Share-based payment transactions
The share option programme allows the option holders to acquire shares of the
Company. The fair value of options granted to the Investment Manager is
recognised as an expense in profit or loss in the statement of comprehensive
income with a corresponding increase in equity. The fair value is measured
when the services are received and spread over the period during which the
Investment Manager becomes unconditionally entitled to the options.
The proceeds received net of any directly attributable transactions costs are
credited to share capital when the options are exercised.
The fair value of Management Shares granted to the Investment Manager is
recognised as an expense, with a corresponding increase in equity, over the
vesting period, i.e. when the Investment Manager becomes unconditionally
entitled to the Management Shares.
3.7 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.
3.8 Finance income and finance costs
The Company's finance income and finance costs includes interest income,
interest expense and foreign currency gain or loss on financial assets and
financial liabilities.
Interest income or expense is recognised using the effective interest method.
The 'effective interest rate' is the rate that exactly discounts estimated
future cash payments or receipts through the expected life of the financial
instrument to:
· the gross carrying amount of the financial asset; or
· the amortised cost of the financial liability.
In calculating interest income and expense, the effective interest rate is
applied to the gross carrying amount of the asset (when the asset is not
credit-impaired) or to the amortised cost of the liability. 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.
3.9 Income tax
Tax expense comprises current and deferred tax. Current tax and deferred tax
are recognised in profit or loss except to the extent that it relates to items
recognised directly in equity or in other comprehensive income.
The Company has determined that interest and penalties related to income
taxes, including uncertain tax treatments, do not meet the definition of
income taxes, and therefore accounted for them under IAS 37 Provisions,
Contingent Liabilities and Contingent Assets.
Current tax is the expected tax payable or receivable on the taxable income or
loss for the year, measured using tax rates enacted or substantively enacted
at the reporting date, and any adjustment to tax payable in respect of
previous years. The amount of current tax payable or receivable is the best
estimate of the tax amount expected to be paid or received that reflects
uncertainty related to income taxes, if any. Current tax also includes any tax
arising from dividends.
Current tax assets and liabilities are offset only if certain criteria are
met.
Deferred tax is recognised in respect of temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes
and the amounts used for taxation purposes.
Deferred tax is not recognised for:
· temporary differences related to investments in subsidiaries,
associates and joint arrangements to the extent that the Company is able to
control the timing of the reversal of the temporary difference and it is
probable that they will not reverse in the foreseeable future;
· taxable temporary differences arising on the initial recognition of
goodwill; and
· temporary differences on the initial recognition of assets or
liabilities in a transaction that is not a business combination and that
affects neither accounting nor taxable profit or loss.
The measurement of deferred taxes reflects the tax consequences that would
follow the manner in which the Company expects, at the reporting date, to
recover or settle the carrying amount of its assets and liabilities.
Deferred tax is measured at the tax rates that are expected to be applied to
temporary differences when they reverse, based on tax rates and tax laws that
have been enacted or substantively enacted by the reporting date, and reflect
uncertainty related to income taxes, if any.
Deferred tax assets and liabilities are offset if there is a legally
enforceable right to offset current tax liabilities and assets, and they
relate to taxes levied by the same tax authority on the same taxable entity,
or on different tax entities, but they intend to settle current tax
liabilities and assets on a net basis or their tax assets and liabilities will
be realised simultaneously.
Deferred tax assets are recognised for unused tax losses, unused tax credits
and deductible temporary differences to the extent that it is probable that
future taxable profits will be available against which they can be used.
Future taxable profits are determined based on the reversal of relevant
taxable temporary differences. If the amount of taxable temporary
differences is insufficient to recognise a deferred tax asset in full, then
future taxable profits, adjusted for reversals of existing temporary
differences, are considered, based on the business plans for the Company.
Deferred tax assets are reviewed at each reporting date and are reduced to the
extent that it is no longer probable that the related tax benefit will be
realised; such reductions are reversed when the probability of future taxable
profits improves.
3.10 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.
3.11 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.
3.12 New standards and interpretations not adopted
A number of new standards and amendments to standards are effective for annual
periods beginning after 1 January 2022 and earlier application is permitted;
however, the Company has not early adopted the new or amended standards in
preparing these financial statements.
The following new IFRSs, interpretations and amendments to IFRSs are not
expected to have a significant impact on the Company's financial statements.
· Deferred Tax related to Assets and Liabilities arising from a Single
Transaction (Amendments to IAS 12)
· Classification of Liabilities as Current or Non-current (Amendments
to IAS 1)
· IFRS 17 Insurance Contracts and amendments to IFRS 17 Insurance
Contracts
· Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS
Practice Statement 2)
· Definition of Accounting Estimates (Amendments to IAS 8)
4 Financial assets at fair value through profit or loss
Note 2022 2021
US$'000 US$'000
Investments 17 478,226 480,755
5 Other receivables and prepayments
2022 2021
US$'000 US$'000
Other prepayments 75 69
Interest and other receivables 7 1
82 70
6 Cash and cash equivalents
2022 2021
US$'000 US$'000
Fixed deposits with financial institutions and placements in money market 14,652 7
funds
Cash at bank 3,921 8,350
18,573 8,357
The effective interest rate on fixed deposits with financial institutions as
at 31 December 2022 was 0% to 4.25% (2021: 0% to 0.14%) per annum. Interest
rates reprice at intervals of seven days to one month.
7 Share capital
Company
2022 2021
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
2022 2021
US$'000 US$'000
Accrued operating expenses 419 327
Reconciliation of movements of liabilities to cash flows arising from
financing activities
Liabilities Equity
Interest-bearing borrowings Interest Share Accumulated profits/(losses) Total
payable
capital
US$'000 US$'000 US$'000 US$'000 US$'000
As at 1 January 2021 2,730 * 409,704 (30,645) 381,789
Changes from financing cash flows
Interest paid - (18) - - (18)
Dividend paid - - - (12,834) (12,834)
Receipt from forfeiture of dividend paid in prior years - - - 160 160
Repayment of borrowings (2,730) - - - (2,730)
Total changes from financing cash flows (2,730) (18) - (12,674) (15,422)
The effect of changes in foreign exchange rates - - - - -
Other changes
Liability-related
Interest expense - 18 - - 18
Total liability-related other changes - 18 - - 18
Total equity-related other changes - - - 122,470 122,470
Balance as at 31 December 2021 - - 409,704 79,151 488,855
As at 1 January 2022 - - 409,704 79,151 488,855
Changes from financing cash flows
Receipt from forfeiture of dividend paid in prior years - - - 15 15
Total changes from financing cash flows - - - 15 15
The effect of changes in foreign exchange rates - - - - -
Total equity-related other changes - - - 7,592 7,592
Balance as at 31 December 2022 - - 409,704 86,758 496,462
* Less than US$1,000
9 Profit before income tax
Profit before income tax includes the following:
2022 2021
US$'000 US$'000
Other operating income
Dividend income 14,500 182,232
Interest income from fixed deposits and placements in money market fund 249 2
14,749 182,234
Other operating expenses
Exchange loss, net 4,313 4,181
Non-executive director remuneration 400 400
Interest expense - 18
10 Income tax expense
The Company is incorporated in a tax-free jurisdiction, thus, it is not
subject to income tax.
11 Earnings per share
2022 2021
US$'000 US$'000
Basic and diluted earnings per share are based on:
Profit for the year attributable to ordinary shareholders 7,592 122,470
Basic and diluted earnings per share
Number of shares Number of shares
2022 2021
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 2022 and 31 December 2021, 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 2022, the Company recognised
dividend income from its unconsolidated subsidiaries amounting to US$14,500,00
(2021: US$182,232,000).
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$400,000 (2021:
US$400,000) were declared as payable to four directors (2021: 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
minimum amount of US$6,000,000 (2021: US$6,000,000) per annum and a maximum
amount of US$15,000,000 (2021: US$15,000,000) per annum. The Investment
Manager announced a voluntary reduction in management fees effective from the
fee payable on 1 October 2020 whereby the minimum fee was reduced from
US$8,000,000 to US$6,000,000.
In 2022, Management fees amounting to US$10,663,000 (2021: US$9,057,000) 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 (2021: 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 2022 and at 31
December 2021.
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
US$4,045,000 (THB140,000,000). As at
31 December 2022, US$3,467,000 (THB120,000,000) (2021: US$3,613,000
(THB120,000,000)) has been drawn down. The Company is committed to grant the
remaining loan amounting to US$578,000 (THB20,000,000) (2021: US$602,000
(THB20,000,000)), subject to terms set out in the agreement.
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 2022. Approximately
78.08% of this commitment had been funded as at 31 December 2022 with 21.92%
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 2022
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.
For the year ending 31 December 2021, the Company has renamed its 'Other
segment as 'New Economy'.
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 an investment in ASG Hospital Private Limited (ASG) and Soothe
Healthcare Private Limited (Soothe)
Hospitality Minor International Public Company Limited (MINT)
Lifestyle Includes investments in Chanintr Living Ltd. (Chanintr), the 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, and Desaru Peace Holdings Sdn Bhd
Education Includes WCIB International Co. Ltd. (WCIB) and Creative Technology Solutions
DMCC (CTS)
Logistics Indo Trans Logistics Corporation
New economy Includes Smarten Spaces Pte. Ltd. (Smarten), Good Capital Partners and Good
Capital Fund I (collectively, Good Capital), August Jewellery Pvt Ltd
(Melorra), Kieraya Furnishing Solutions Private Limited (Furlenco), Catbus
Infolabs Pvt. Ltd (Blowhorn), Meesho Inc. (Meesho), SolarSquare Energy Pvt
Limited (Solar Square), Mavi Holding Pte. Ltd. (Mavi) and Epic Games
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/ real estate Logistics Cash and temporary investments New economy Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
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 2021
Investment income
- Dividend income 37,458 140,000 - - - - 4,774 - 182,232
- Interest income - - - - - - 2 - 2
37,458 140,000 - - - - 4,776 - 182,234
Fair value changes of financial assets at fair value through profit or loss (17,550) (130,998) 1,890 23,348 (5,081) 89,814 (4,790) (1,727) (45,094)
Loss on disposal of financial assets at fair value through profit or loss - - - - - - (4) - (4)
Exchange loss, net (2) - (2) (3,114) (1,076) (1) 16 (2) (4,181)
(17,552) (130,998) 1,888 20,234 (6,157) 89,813 (4,778) (1,729) (49,279)
Net investment results 19,906 9,002 1,888 20,234 (6,157) 89,813 (2) (1,729) 132,955
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 - - - - - - - - -
31 December 2021
Segment assets 52,830 68,487 16,765 53,415 105,029 143,989 8,366 40,231 489,112
Segment liabilities - - - - - - - - -
* Less than US$1,000
The reportable operating segments derive their revenue primarily by achieving
returns, consisting of dividend income, interest income and appreciation of
fair value. The Company does not monitor the performance of these investments
by measure of profit or loss.
Reconciliations of reportable segment profit or loss and assets
2022 2021
US$'000 US$'000
Profit or loss
Net investments results 17,168 134,684
Net investment results for new economy segment 2,169 (1,729)
Unallocated amounts:
- Management fees (10,663) (9,057)
- Non-executive director remuneration (400) (400)
- General operating expenses (682) (1,028)
Profit for the year 7,592 122,470
Assets
Total assets for reportable segments 450,174 448,881
Assets for new economy segment 46,625 40,231
Other assets 82 70
Total assets 496,881 489,182
Liabilities
Total liabilities for reportable segments - -
Other payables 419 327
Total liabilities 419 327
Geographical information
In presenting information on the basis of geographical information, investment
income, comprising dividend income from investments, and fair value changes of
financial assets at FVTPL are based on the geographical location of the
underlying investment. Assets are based on the principal geographical
location of the assets or the operations of the underlying investments. None
of the underlying investments which generate revenue or assets are located in
the Company's country of incorporation, BVI.
Singapore Malaysia Thailand Japan Mauritius Vietnam Others Total
US$'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 16,970 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 12,643 4,588
Net investment results 267 4,321 (17,742) (2,891) 5,995 8,239 21,148 19,337
* Less than US$1,000.
Singapore Malaysia Thailand Japan Mauritius Vietnam Other Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
2021
Investment income:
- Dividend income - - - - 140,000 - 42,232 182,232
- Interest income 2 - - - - - * 2
2 - - - 140,000 - 42,232 182,234
Fair value changes of financial assets at fair value through profit or loss - (41,926) (125,478) (3,232) - 89,814 35,728 (45,094)
Loss on disposal of financial assets at fair value through profit or loss - - - - - - (4) (4)
Exchange loss, net (30) - - - * - (4,151) (4,181)
(30) (41,926) (125,478) (3,232) * 89,814 31,573 (49,279)
Net investment results (28) (41,926) (125,478) (3,232) 140,000 89,814 73,805 132,955
2022
Segment assets 18,538 30,499 135,389 17,659 644 152,255 141,815 496,799
Segment liabilities - - - - - - - -
2021
Segment assets 7,684 28,958 152,959 19,489 607 144,000 135,415 489,112
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 and 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$18,573,000 as at 31 December
2022 (2021: US$8,357,000). The cash and cash equivalents are held with bank
and financial institution counterparties, which are rated Aa1 to A2, 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 amount of the
allowance on cash and cash equivalents was negligible.
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
2022 2022 2021 2021
US$'000 US$'000 US$'000 US$'000
Deposits with financial institutions 147 (147) * (*)
147 (147) * (*)
* Less than US$1,000
Foreign exchange risk
The Company is exposed to transactional foreign exchange risk when
transactions are denominated in currencies other than the functional currency
of the operation. The Company does not enter into derivative financial
instruments to hedge its exposure to Singapore dollars, Japanese Yen, Thailand
Baht, Malaysian Ringgit, Hong Kong dollars and Euro as the currency position
in these currencies is considered to be long-term in nature and foreign
exchange risk is an integral part of the Company's investment decision and
returns.
The Company's exposure, in US dollar equivalent, to foreign currency risk on
other financial instruments was as follows:
Euro Japanese Thailand Baht Singapore Dollar Others
Yen
US$'000 US$'000 US$'000 US$'000 US$'000
2022
Financial assets at fair value through profit or loss 41,858 17,660 55,542 34,540 21,295
Other receivables - - - * -
Cash and cash equivalents - - - 25 14
Accrued operating expenses - - - (358) (9)
Net exposure 41,858 17,660 55,542 34,207 21,300
2021
Financial assets at fair value through profit or loss 37,445 19,489 69,005 21,893 16,478
Other receivables - - - 1 -
Cash and cash equivalents - - * 52 17
Accrued operating expenses - - - (316) (11)
Net exposure 37,445 19,489 69,005 21,630 16,484
* Less than US$1,000
Sensitivity analysis
A 10% strengthening of the US dollar against the following currencies at the
reporting date would have increased/(decreased) profit or loss by the amounts
shown below. This analysis assumes that all other variables, in particular
interest rates, remain constant.
Profit or loss
2022 2021
US$'000 US$'000
Euro (4,186) (3,745)
Japanese Yen (1,766) (1,949)
Thailand Baht (5,554) (6,901)
Singapore Dollar (3,421) (2,163)
Others (2,130) (1,648)
A 10% weakening of the US dollar against the above currencies would have had
the equal but opposite effect on the above currencies to the amounts shown
above, on the basis that all other variables remain constant.
Price risk
The valuation of the Company's investment portfolio is dependent on prevailing
market conditions and the performance of the underlying assets. The Company
does not hedge the market risk inherent in the portfolio but manages asset
performance risk on an asset-specific basis.
The Company's investment policies provide that the Company invests a majority
of capital in longer-term strategic investments and a portion in special
situations and structured transactions. Investment decisions are made by
management on the advice of the Investment Manager.
Sensitivity analysis
All of the Company's underlying investments that are quoted equity investments
are listed on The Stock Exchange of Thailand. A 10% increase in the price of
the equity securities at the reporting date would increase profit or loss
after tax by the amounts shown below. This analysis assumes that all other
variables remain constant.
Profit or loss
2022 2021
US$'000 US$'000
Underlying investments in quoted equity securities at fair value through 6,567 6,797
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$65,666,000 (2021:
US$67,972,000). These listed securities are liquid and can therefore be sold
from time-to-time to generate additional cash to settle any existing and
ongoing liabilities of the Company.
The following are the contractual maturities of financial liabilities,
including estimated interest payments and excluding the impact of netting
agreements:
Cash flows
Carrying amount Contractual Within
cash flows
1 year
US$'000 US$'000 US$'000
2022
Non-derivative financial liabilities
Other payables 419 (419) (419)
2021
Non-derivative financial liabilities
Other payables 327 (327) (327)
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$'000
2022
Financial assets measured at fair value
Financial assets at fair value through profit or loss 4 478,226 - - 478,226 478,226
Financial assets not measured at fair value
Other receivables(1) 5 - 7 - 7
Cash and cash equivalents 6 - 18,573 - 18,573
478,226 18,580 - 496,806
Financial liabilities not measured at fair value
Other payables 8 - - (419) (419)
(1) Excludes prepayment
Carrying amount
Note Fair value through Amortised cost Other financial liabilities Total Fair value
profit or loss
US$'000 US$'000 US$'000 US$'000 US$'000
2021
Financial assets measured at fair value
Financial assets at fair value through profit or loss 4 480,755 - - 480,755 480,755
Financial assets not measured at fair value
Other receivables(1) 5 - 1 - 1
Cash and cash equivalents 6 - 8,357 - 8,357
480,755 8,358 - 489,113
Financial liabilities not measured at fair value
Other payables 8 - - (327) (327)
(1) Excludes prepayment
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
2022
Financial assets at fair value through profit or loss - - 478,226 478,226
2021
Financial assets at fair value through profit or loss - - 480,755 480,755
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 2022 and
2021.
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.
2022 2021
Financial assets at fair value through profit or loss
US$'000 US$'000
Balance at 1 January 480,755 381,949
Fair value changes in profit or loss 8,902 (45,094)
Net (repayment from)/payment to unconsolidated subsidiaries (12,942) 138,691
Net additions 1,511 5,209
Balance at 31 December 478,226 480,755
Significant unobservable inputs used in measuring fair value
This table below sets out information about significant unobservable inputs
used at 31 December 2022 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 2022
at 31 December 2021
to changes in significant unobservable inputs
US$'000 US$'000
Rental properties 2,429 6,191 Income Rental growth rate -0.7% - 2.0% The estimated fair value would increase if the rental growth rate and
(2021: occupancy rate were higher and the discount rate was lower.
approach
0% - 3%)
15% -51%
(2021:
Occupancy rate
80% - 90%)
13% - 13.5%
(2021: 13% - 13.5%)
Discount rate
Land related investments 59,941 98,838 Comparable valuation Price per square meter for comparable land US$379 - US$7,032 per square meter (2021: US$27 - US$3,910 per square meter) The estimated fair value would increase if the price per square meter was
higher.
method
Description Fair value Fair value Valuation technique Unobservable input Range (Weighted average) Sensitivity
at 31 December 2022
at 31 December 2021
to changes in significant unobservable inputs
US$'000 US$'000
Operating business 292,350 276,793 Enterprise EBITDA 0.3x - 33.4x, median 7.7x (2021: 2.4x - 155.8x, median 14.4x) The estimated fair value would increase if the EBITDA multiple was higher.
value using comparable traded multiples multiple (times)
Revenue multiple (times) 0.6x - 12.5x, median 5.9x The estimated fair value would increase if the revenue multiple was higher.
(2021: 2.9x - 23.3x, median 10.5x)
Discount for 25% The estimated fair value would increase if the discount for lack of
(2021: 25%) marketability was lower.
lack of marketability (DLOM)
Option pricing model* Volatility 23.4% - 54.2% The estimated fair value would increase or decrease if the volatility was
(2021: 40% - 63%) higher depending on factors specific to the investment.
Risk-free rate 4.5% - 7.0% The estimated fair value would increase or decrease if risk-free rate was
(2021: 1.3% - 6.5%) lower depending on factors specific to the investment.
Greenfield business held for more than 12-months 41,325 12,200 Discounted cashflow Revenue growth 1.0% - 26.9% The estimated fair value would increase if the revenue growth increases,
expenses ratio decreases, and WACC was lower.
method (2021: 4.9% - 40%)
Expense ratio 57.9% - 87.8%
(2021: 72.7% - 107%)
14.7%-16.3%
WACC (2021: 12.5%)
* 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.
During the year ended 31 December 2022, an investment that was valued using
comparable recent sales was valued using the discounted cash flow method in
the current year due to changes in the operations and future earnings
potential of the underlying investee company.
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 quartile multiple from comparable
companies and applies the multiple to the EBITDA of the underlying investment.
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.
During the year ended 31 December 2021, two investments that were respectively
valued using the revenue multiple and adjusted net assets techniques in the
prior year were both valued using the EBITDA multiple in the current year as
the methodology is more appropriate in the circumstances.
During the year ended 31 December 2022, two investments that were valued using
the EBITDA multiple technique were valued using the price of recent investment
for the investee company's securities in the current period as there were
recent transactions in the secondary market which reflects more accurately the
value of the underlying investment.
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 2022, one investment that used a recent
transaction price as the 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 was no recent transaction.
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$65,666,000 (2021: US$67,972,000) are held through intermediate
holding companies; the value of these companies are mainly determined by the
fair values of the ultimate investments.
Sensitivity analysis
Although the Company believes that its estimates of fair value are
appropriate, the use of different methodologies or assumptions could lead to
different measurements of fair value. For fair value measurements in Level 3
assets, changing one or more of the assumptions used to reasonably possible
alternative assumptions would have effects on the profit or loss by the
amounts shown below. The effect of the uncertain economic environment has
meant that the range of reasonably possible changes is wider than in periods
of stability.
‹------------- 2022 ------------› ‹------------- 2021 -------------›
Effect on profit or loss Effect on profit or loss
Favourable (Unfavourable) Favourable (Unfavourable)
US$'000 US$'000 US$'000 US$'000
Level 3 assets 114,517 (83,076) 113,358 (96,203)
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% (2021: 10%) for the favourable scenario and reduced by 10%
(2021: 10%) for the unfavourable scenario. The discount rate used to
calculate the present value of future cash flows was also decreased by 2%
(2021: 2%) for the favourable case and increased by 2% (2021: 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% (2021: 20%) in the favourable scenario
and reduced by 20% (2021: 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% (2021: 20%) and decreased by
20% (2021: 20%), and DLOM is decreased by 5% (2021: 5%) and increased by 5%
(2021: 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% (2021:
10%) and the risk-free rate is adjusted by 2% (2021: 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% (2021: 2%), the expense ratio rate is
decreased by 10% (2021: 10%) and the WACC is reduced by 2% (2021: 2%) in the
favourable scenario. Conversely, in the unfavourable scenario, the revenue
growth rate is reduced by 2% (2021: 2%), the expense ratio rate is increased
by 10% (2021: 10%) and the WACC is increased by 2% (2021: 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 2022 2021
% %
Symphony (Mint) Investment Limited (Formerly Symphony Capital Partners Investment holding Republic of Mauritius 100 100
Limited)
Lennon Holdings Limited Investment holding Republic of 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
Teurina Limited Investment holding British Virgin Islands - 100
Place of
incorporation Equity interest
Name of subsidiary Principal activities and business 2022 2021
% %
Maurizio Holdings Limited Investment holding British Virgin Islands 100 100
and its subsidiary:
Groupe CL Pte. Ltd. Investment holding Republic of Singapore 100 100
True United Limited Investment holding British Virgin Islands - 100
True Wisdom Limited Investment holding British Virgin Islands - 100
Segovia Holdings Limited Investment holding British Virgin Islands - 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
Symphony Logistics Pte. Ltd. Investment holding Singapore 100 100
Eagles Holdings Pte. Ltd. Investment holding Singapore 83.33 74.07
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 -
Symphony Assure Pte. Ltd. Investment holding Singapore 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 2022 2021 2022 2021
% % % %
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 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
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 Wine retail and F&B operations Cayman Islands 13.40 13.40 - -
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 39.10 - -
ASG Hospital Private Limited Healthcare India - - 8.62 19.80
Mavi Holding Pte. Ltd. Insurance Singapore - - 32.30 -
Place of
Ordinary shares
Preference shares
Principal
incorporation
Equity interest
Equity interest
Name
activities
and business
2022
2021
2022
2021
%
%
%
%
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
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
-
-
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
Sdn Bhd(2)
Branded luxury development
Malaysia
49
49
49
49
Oak SPV Limited
Wine retail and F&B operations
Cayman Islands
13.40
13.40
-
-
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
39.10
-
-
ASG Hospital Private Limited
Healthcare
India
-
-
8.62
19.80
Mavi Holding Pte. Ltd.
Insurance
Singapore
-
-
32.30
-
( )
(1) Joint venture
(2) Associate
Place of Ordinary shares Preference shares
Principal incorporation Equity interest Equity interest
Name activities and business 2022 2021 2022 2021
% % % %
Creative Technology Solutions DMCC Education IT solutions provider United Arab Emirates 12.61 12.82 - -
Good Capital Partners Venture Capital Mauritius 10 10 - -
In Do Trans Logistics Corporation(2) Logistics Group Vietnam 28.39 27.70 - -
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 - - 25.14 25.01
Catbus Infolabs Pvt. Ltd. Logistics services India 0.01 0.01 8.72 6.71
SolarSquare Energy Pvt. Ltd Solar power solutions provider India - - 3.65 4.98
Kieraya Furnishing Solutions Pvt. Ltd. Online furniture rental and sales India - - 3.41 1.82
August Jewellery Private Ltd. Online and retail jewellery India - - 6.86 -
Meesho Inc. E-commerce marketplace platform India - - 0.24 0.24
Place of
Ordinary shares
Preference shares
Principal
incorporation
Equity interest
Equity interest
Name
activities
and business
2022
2021
2022
2021
%
%
%
%
Creative Technology Solutions DMCC
Education IT solutions provider
United Arab Emirates
12.61
12.82
-
-
Good Capital Partners
Venture Capital
Mauritius
10
10
-
-
In Do Trans Logistics Corporation(2)
Logistics Group
Vietnam
28.39
27.70
-
-
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
-
-
25.14
25.01
Catbus Infolabs Pvt. Ltd.
Logistics services
India
0.01
0.01
8.72
6.71
SolarSquare Energy Pvt. Ltd
Solar power solutions provider
India
-
-
3.65
4.98
Kieraya Furnishing Solutions Pvt. Ltd.
Online furniture rental and sales
India
-
-
3.41
1.82
August Jewellery Private Ltd.
Online and retail jewellery
India
-
-
6.86
-
Meesho Inc.
E-commerce marketplace platform
India
-
-
0.24
0.24
(1) Joint venture
(2) Associate
18 Subsequent events
Subsequent to 31 December 2022,
· the Company completed a new investment in Isprava Vesta Private
Limited. The total consideration was less than 5% of NAV.
· the Company sold 6.30 million shares of MINT and 6.06 million
warrants for a total net consideration of US$7.75 million .
· the Company completed a second tranche of its investment in Mavi
Holding Pte. Ltd. The total consideration was less than 1% of NAV.
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