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RNS Number : 3894J Symphony International Holdings Ltd 05 April 2024
SYMPHONY INTERNATIONAL HOLDINGS PUBLICATION OF ANNUAL REPORT FOR THE YEAR
ENDED 31 DECEMBER 2023
5 April 2024
Symphony International Holdings Limited (LSE: SIHL) is pleased to announce the
publication of its 2023 annual report, which is available on its website at
www.symphonyasia.com (http://www.symphonyasia.com) .
For further information, please contact:
Symphony Asia Holdings Pte. Ltd.: +65 6536 6177
Anil
Thadani
Rajgopal Rajkumar
Dealing codes
The ISIN number of the Ordinary Shares is VGG548121059, the SEDOL code is
B231M63 and the TIDM is SIHL.
The LEI number of the Company is 254900MQE84GV5DS6F03.
IMPORTANT INFORMATION
This announcement is not for release, publication or distribution, in whole or
in part, directly or indirectly, in or into the United States or any other
jurisdiction into which the publication or distribution would be unlawful.
These materials do not constitute an offer to sell or issue or the
solicitation of an offer to buy or acquire securities in the United
States or any other jurisdiction in which such offer or solicitation would be
unlawful. The securities referred to in this document have not been and will
not be registered under the securities laws of such jurisdictions and may not
be sold, resold, taken up, transferred, delivered or distributed, directly or
indirectly, within such jurisdictions.
No representation or warranty is made by the Company as to the accuracy or
completeness of the information contained in this announcement and no
liability will be accepted for any loss arising from its use.
This announcement is for information purposes only and does not constitute an
invitation or offer to underwrite, subscribe for or otherwise acquire or
dispose of any securities of the Company in any jurisdiction. All investments
are subject to risk. Past performance is no guarantee of future returns.
Prospective investors are advised to seek expert legal, financial, tax and
other professional advice before making any investment decisions.
This announcement is not an offer of securities for sale into the United
States. The Company's securities have not been, and will not be, registered
under the United States Securities Act of 1933 and may not be offered or sold
in the United States absent registration or an exemption from registration.
There will be no public offer of securities in the United States.
Statements contained in this announcement regarding past trends or activities
should not be taken as a representation that such trends or activities will
continue in the future. The information contained in this document is subject
to change without notice and, except as required by applicable law, neither
the Company nor the Investment Manager assumes any responsibility or
obligation to update publicly or review any of the forward-looking statements
contained herein. You should not place undue reliance on forward-looking
statements, which speak only as of the date of this announcement.
Independent auditors' report
Members of the Company
Symphony International Holdings Limited
Report on the audit of the financial statements
Opinion
We have audited the financial statements of Symphony International Holdings
Limited ('the Company'), which comprise the statement of financial position as
at 31 December 2023, the statement of comprehensive income, statement of
changes in equity and statement of cash flows for the year then ended, and
notes to the financial statements, including material accounting policy
information, as set out on pages FS1 to FS36.
In our opinion, the accompanying financial statements are properly drawn up in
accordance with IFRS Accounting Standards as issued by the International
Accounting Standards Board (IFRS Accounting Standards) so as to give a true
and fair view of the financial position of the Company as at 31 December 2023
and of the financial performance, changes in equity and cash flows of the
Company for the year ended on that date.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(ISAs). Our responsibilities under those standards are further described in
the 'Auditors' responsibilities for the audit of the financial statements'
section of our report. We are independent of the Company in accordance with
the International Ethics Standards Board for Accountants International Code of
Ethics for Professional Accountants (including International Independence
Standards) (IESBA Code) and Accounting and Corporate Regulatory Authority Code
of Professional Conduct and Ethics for Public Accountants and Accounting
Entities (ACRA Code) together with the ethical requirements that are relevant
to our audit of the financial statements in Singapore, and we have fulfilled
our other ethical responsibilities in accordance with these requirements, the
IESBA Code and the ACRA Code. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were
of most significance in our audit of the financial statements of the current
period. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters.
Valuation of financial assets at fair value through profit or loss (Level 3)
(Refer to Note 15 to the financial statements, page FS22 et seq.)
The key audit matter How the matter was addressed in our audit
The Company's investments are measured at fair value and amount to US$373 As part of our audit procedures, we have:
million (2022: US$478 million) as at 31 December 2023. The Company holds its
investments directly or through its unconsolidated subsidiaries. The
underlying investments comprise both quoted and unquoted securities.
· Evaluated the design and implementation of management's controls
over the preparation, review and approval of the valuations; and
The Company has underlying unquoted investments amounting to US$338 million
(2022: US$431 million) which require significant judgement in the
determination of the fair values as significant unobservable inputs are used · Evaluated appropriateness of management's approach for valuing its
in their estimation. Changes in these unobservable inputs could have a investments as follows:
material impact on the fair value of these investments.
· Our in-house valuation specialist has assessed the appropriateness of
The uncertain economic environment has caused significant estimation the internal models used to value the operating businesses, except for
uncertainty and as a result, there is increased judgement in forecasting cash investments valued based on the price of a recent transaction;
flows used in the discounted cash flow models, and maintainable earnings or
revenue used in the enterprise value using comparable traded multiples models.
These conditions and the uncertainty of their continuation results in a risk
of inaccurate forecasts or a significantly wider range of possible outcomes to · Evaluated the external valuers' independence and qualification; and
be considered. compared the assumptions and parameters used to externally derived data;
The Company used external valuers to measure the fair value of the land · For operating businesses valued using the comparable enterprise model,
related investments. As the external valuations were based on the information checked consistency of earnings before interest, tax, depreciation and
available as at the date of the valuations, the external valuers have also amortisation ('EBITDA') or revenue multiples and share prices to publicly
recommended to keep the valuation of these properties under frequent review as available information; and
the fair values may change significantly and unexpectedly over a short period
of time. The Company used internal models to value the operating businesses.
· For operating businesses which uses the option pricing model as a
secondary valuation technique, involved our in-house valuation specialist in
assessing the liquidation preference of each instrument by agreeing to
underlying agreements and term sheets.
Valuation of financial assets at fair value through profit or loss (Level 3)
(Refer to Note 15 to the financial statements, page FS22 et seq.)
The key audit matter How the matter was addressed in our audit
· For land related investments in Thailand and Japan, the external · For the operating business valued using the discounted cash flow
valuers applied the comparable valuation method with the price per square method, challenged the Company's assessment of the impact of the uncertain
metre as the parameter. economic environment on cash flows and the reasonableness of key assumptions
used including projected revenue and expenses by corroborating to past
· For operating businesses in Thailand, France, India, Singapore, and performance and market data.
Vietnam, the Company measured the investments using the comparable enterprise
model. An option pricing method using the Black Scholes model is applied to
certain investments where instruments have different rights/terms as a
secondary valuation technique to allocate the equity value based on different · Involved our in-house valuation specialist in assessing the
breakpoints (strikes) using market volatility and risk-free rate parameters. appropriateness of comparable enterprises and challenging key assumptions such
as the discount used for the lack of marketability, WACC, terminal growth
· For greenfield operating businesses in Thailand and Malaysia, the rate, volatility and risk-free rate, taking into consideration economic
Company used a discounted cash flow method to determine the fair value, using uncertainty, and corroborated the reasons for any unexpected movements from
projected revenue and expenses, terminal growth rate and weighted average cost prior valuations.
of capital ('WACC') as key input parameters. For land held for sale by a
greenfield operating business, the external valuer applied the comparable
valuation method with the price per square metre as the parameter.
· Reviewed the adequacy of the disclosures in the financial
statements on the key assumptions in the estimates applied in the valuations.
Other information
Management is responsible for the other information contained in the annual
report. Other information is defined as all information in the annual report
other than the financial statements and our auditors' report thereon.
We have obtained all other information prior to the date of this auditors'
report.
Our opinion on the financial statements does not cover the other information
and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility
is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our
knowledge obtained in the audit or otherwise appears to be materially
misstated. If, based on the work we have performed, we conclude that there is
a material misstatement of this other information, we are required to report
that fact. We have nothing to report in this regard.
Responsibilities of management and directors for the financial statements
Management is responsible for the preparation of financial statements that
give a true and fair view in accordance with IFRS, and for devising and
maintaining a system of internal accounting controls sufficient to provide a
reasonable assurance that assets are safeguarded against loss from
unauthorised use or disposition; and transactions are properly authorised and
that they are recorded as necessary to permit the preparation of true and fair
financial statements and to maintain accountability of assets.
In preparing the financial statements, management is responsible for assessing
the Company's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis
of accounting unless management either intends to liquidate the Company or to
cease operations, or has no realistic alternative but to do so.
The directors' responsibilities include overseeing the Company's financial
reporting process.
Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditors' report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional
judgement and maintain professional scepticism throughout the audit. We also:
· Identify and assess the risks of material misstatement of the
financial statements, whether due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal controls.
· Obtain an understanding of internal controls relevant to the
audit in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company's internal controls.
· Evaluate the appropriateness of accounting policies used and the
reasonableness of accounting estimates and related disclosures made by
management.
· Conclude on the appropriateness of management's use of the going
concern basis of accounting and, based on the audit evidence obtained, whether
a material uncertainty exists related to events or conditions that may cast
significant doubt on the Company's ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw
attention in our auditors' report to the related disclosures in the financial
statements or, if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence obtained up to the date of our
auditors' report. However, future events or conditions may cause the Company
to cease to continue as a going concern.
· Evaluate the overall presentation, structure and content of the
financial statements, including the disclosures, and whether the financial
statements represent the underlying transactions and events in a manner that
achieves fair presentation.
We communicate with the directors regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any
significant deficiencies in internal controls that we identify during our
audit.
We also provide the directors with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with
them all relationships and other matters that may reasonably be thought to
bear on our independence, and where applicable, related safeguards.
From the matters communicated with the directors, we determine those matters
that were of most significance in the audit of the financial statements of the
current period and are therefore the key audit matters. We describe these
matters in our auditors' report unless the law or regulations preclude public
disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the
adverse consequences of doing so would reasonably be expected to outweigh the
public interest benefits of such communication.
The engagement partner on the audit resulting in this independent auditors'
report is Shelley Chan Hoi Yi.
KPMG LLP
Public Accountants and
Chartered Accountants
Singapore
26 March 2024
Statement of financial position
As at 31 December 2023
Note 2023 2022
US$'000 US$'000
Non-current assets
Financial assets at fair value through profit or loss 4 372,655 478,226
Prepayment * *
372,655 478,226
Current assets
Other receivables and prepayments 5 70 82
Cash and cash equivalents 6 9,093 18,573
9,163 18,655
Total assets 381,818 496,881
Equity attributable to equity holders
of the Company
Share capital 7 409,704 409,704
(Accumulated losses)/Retained earnings (28,311) 86,758
Total equity carried forward 381,393 496,462
Current liabilities
Other payables 8 425 419
Total liabilities 425 419
Total equity and liabilities 381,818 496,881
* Less than US$1,000
The financial statements were approved by the Board of Directors on 26 March
2024.
────────────────────
────────────────────
Anil
Thadani
Sunil Chandiramani
Director
Director
The accompanying notes form an integral part of these financial statements.
Statement of comprehensive income
Year ended 31 December 2023
Note 2023 2022
US$'000 US$'000
Other operating income 12,280 14,749
Other operating expenses (1,441) (5,395)
Management fees (9,664) (10,663)
Profit/(Loss) before investment results and income tax 1,175 (1,309)
Loss on disposal of financial assets at fair value through profit or loss - (1)
Fair value changes in financial assets at fair value (103,410) 8,902
through profit or loss
(Loss)/Profit before income tax 9 (102,235) 7,592
Income tax expense 10 - -
(Loss)/Profit for the year (102,235) 7,592
Other comprehensive income for the year, net of tax - -
Total comprehensive income for the year (102,235) 7,592
Earnings per share:
US Cents US Cents
Basic 11 (19.91) 1.48
Diluted 11 (19.91) 1.48
The accompanying notes form an integral part of these financial statements.
Statement of changes in equity
Year ended 31 December 2023
Share Retained earnings/ (Accumulated losses) Total
capital
equity
US$'000 US$'000 US$'000
At 1 January 2022 409,704 79,151 488,855
Total comprehensive income for the year - 7,592 7,592
Transaction with owners, recognised directly in equity
Contributions by and distributions to owners
Forfeiture of dividends paid in prior years - 15 15
Total transactions with owners - 15 15
At 31 December 2022 409,704 86,758 496,462
At 1 January 2023 409,704 86,758 496,462
Total comprehensive income for the year - (102,235) (102,235)
Transaction with owners, recognised directly in equity
Contributions by and distributions to owners
Dividends declared and paid of US$0.025 per share - (12,834) (12,834)
Total transactions with owners - (12,834) (12,834)
At 31 December 2023 409,704 (28,311) 381,393
The accompanying notes form an integral part of these financial
statements.
Statement of cash flows
Year ended 31 December 2023
Note 2023 2022
US$'000 US$'000
Cash flows from operating activities
(Loss)/Profit before income tax (102,235) 7,592
Adjustments for:
Dividend income (11,864) (14,500)
Exchange loss, net 337 4,313
Interest income (416) (249)
Loss on disposal of financial assets at fair value through profit or loss - 1
Fair value changes in financial assets at fair value through profit or loss 103,410 (8,902)
(10,768) (11,745)
Changes in:
- Other receivables and prepayments 10 (5)
- Other payables 4 100
(10,754) (11,650)
Interest received 418 242
Net cash used in operating activities (10,336) (11,408)
Cash flows from investing activities
Net proceeds received from unconsolidated subsidiaries 13,691 21,613
Net cash from investing activities 13,691 21,613
Cash flows from financing activities
Dividend paid (12,834) -
Receipt from forfeiture of dividends paid in prior years - 15
Net cash (used in)/from financing activities (12,834) 15
Net (decrease)/increase in cash and cash equivalents (9,479) 10,220
Cash and cash equivalents at 1 January 18,573 8,357
Effect of exchange rate fluctuations (1) (4)
Cash and cash equivalents at 31 December 6 9,093 18,573
Significant non-cash transactions
During the financial year ended 31 December 2023, the Company received
dividends of US$11,864,000 (2022: US$14,500,000) from its unconsolidated
subsidiaries of which US$11,864,000 (2022: US$14,500,000) was set off against
the non-trade amounts due to the unconsolidated subsidiaries.
Notes to the financial statements
These notes form an integral part of the financial statements.
The financial statements were authorised for issue by the Board of Directors
on 26 March 2024.
1 Domicile and activities
Symphony International Holdings Limited ('the Company') was incorporated in
the British Virgin Islands ('BVI') on 5 January 2004 as a limited liability
company under the International Business Companies Ordinance. The address of
the Company's registered office is Vistra Corporate Services Centre, Wickhams
Cay II, Road Town, Tortola VG1110 British Virgin Islands effective 13 February
2017. The Company does not have a principal place of business as the Company
carries out its principal activities under the advice of its Investment
Manager.
The principal activities of the Company are those relating to an investment
holding company while those of its unconsolidated subsidiaries consist
primarily of making strategic investments with the objective of increasing the
net asset value through strategic long-term investments in consumer-related
businesses, primarily in the healthcare, hospitality, lifestyle (including
branded real estate developments), logistics, education and new economy
sectors predominantly in Asia and through investments in special situations
and structured transactions, which have the potential of generating attractive
returns.
2 Basis of preparation
2.1 Statement of compliance
The financial statements have been prepared in accordance with IFRS Accounting
Standards ('IFRS').
2.2 Basis of measurement
The financial statements have been prepared on a fair value basis, except for
certain items which are measured on a historical cost basis.
2.3 Functional and presentation currency
The financial statements are presented in United States dollars (US$'000),
which is the Company's functional currency. All financial information
presented in United States dollars have been rounded to the nearest thousand,
unless otherwise stated.
2.4 Use of estimates and judgements
The preparation of the financial statements in conformity with IFRS requires
management to make judgements, estimates and assumptions about the future,
including climate-related risks and opportunities, that affect the application
of accounting policies and the reported amounts of assets, liabilities, income
and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis and are
consistent with the Company's risk management and climate-related commitments
where appropriate. Revisions to accounting estimates are recognised
prospectively.
Information about assumptions and estimation uncertainties at the reporting
date that have a significant risk of resulting in a material adjustment to the
carrying amounts of assets within the next financial year are included in the
following note:
· Note 15 - Fair value of investments
Except as disclosed above, there are no other significant areas of estimation
uncertainty or critical judgements in the application of accounting policies
that have a significant effect on the amount recognised in the financial
statements.
Uncertain economic environment
The uncertain economic environment has increased the estimation uncertainty in
developing significant accounting estimates, predominantly related to
financial assets at fair value through profit or loss ('FVTPL').
The estimation uncertainty is associated with:
· the extent and duration of the expected economic downturn and
subsequent recovery. This includes the impacts on liquidity, increasing
unemployment, declines in consumer spending and forecasts for key economic
factors;
· the extent and duration of the disruption to business arising from
the expected economic downturn; and
· the effectiveness of government and central bank measures that have
and will be put in place to support businesses and consumers through this
disruption and economic downturn.
The Company has developed accounting estimates based on forecasts of economic
conditions which reflect expectations and assumptions as at 31 December 2023
about future events that management believes are reasonable in the
circumstances.
There is a considerable degree of judgement involved in preparing forecasts.
The underlying assumptions are also subject to uncertainties which are often
outside the control of the Company. Accordingly, actual economic conditions
are likely to be different from those forecast since anticipated events
frequently do not occur as expected, and the effect of those differences may
significantly impact accounting estimates included in these condensed
financial statements.
The impact of the uncertain economic environment on financial assets at FVTPL
is discussed further in Note 15.
2.5 Changes in accounting policies
New accounting standards and amendments
The Company has applied the following IFRSs, amendments to and interpretations
of IFRS for the first time for the annual period beginning on 1 January 2023:
· IFRS 17: Insurance Contracts
· Amendments to IAS 12: Deferred tax related to Assets and
Liabilities arising from a Single Transaction
· Amendments to IAS 12: International Tax Reform - Pillar Two
Model Rules
· Amendments to IAS 1 and IFRS Practice Statement 2: Disclosure
of Accounting Policies
· Amendments to IAS 8: Definition of Accounting Estimates
Other than the below, the application of these amendments to accounting
standards and interpretations did not have a material effect on the financial
statements.
Global minimum top-up tax
The Amendments to IAS 12: International Tax Reform - Pillar Two Model Rules
provide a temporary mandatory exception from deferred tax accounting for the
top-up tax that may arise from the jurisdictional adoption of the Pillar Two
model rules published by the Organisation for Economic Co-operation and
Development, and require new disclosures about the Pillar Two tax exposure.
The mandatory exception is effective immediately and applies retrospectively.
However, the amendments have no impact on the Company as the Company's revenue
is less than EUR 750 million/year and it is not in scope of the Pillar Two
model rules.
Material accounting policy information
The Company adopted Amendments to IAS 1 and IFRS Practice Statement 2:
Disclosure of Accounting Policies for the first time in 2023. Although the
amendments did not result in any changes to the accounting policies
themselves, they impacted the accounting policy information disclosed in the
financial statements.
The amendments require the disclosure of 'material', rather than
'significant', accounting policies. The amendments also provide guidance on
the application of materiality to disclosure of accounting policies, assisting
entities to provide useful, entity-specific accounting policy information that
users need to understand other information in the financial statements.
Management reviewed the accounting policies and made updates to the
information disclosed in Note 3 Material accounting policies (2022:
Significant accounting policies) in certain instances in line with the
amendments.
3 Material accounting policies
The accounting policies set out below have been applied consistently to all
period presented in these financial statements, except as explained in Note
2.5, which address changes in accounting policies.
3.1 Subsidiaries
Subsidiaries are investees controlled by the Company. The Company controls
an investee if it is exposed to, or has rights to, variable returns from its
involvement with the investee and has the ability to affect those returns
through its power over the investee.
The Company is an investment entity and does not consolidate its subsidiaries
and measures them at fair value through profit or loss. In determining whether
the Company meets the definition of an investment entity, management
considered the structure of the Company and its subsidiaries as a whole in
making its assessment.
3.2 Functional currency
Items included in the financial statements of the Company are measured using
the currency that best reflects the economic substance of the underlying
events and circumstances relevant to the Company (the functional currency).
For the purposes of determining the functional currency of the Company,
management has considered the activities of the Company, which are those
relating to an investment holding company. Funding is obtained in US dollars
through the issuance of ordinary shares.
3.3 Foreign currency
Foreign currency transactions
Transactions in foreign currencies are translated to the functional currency
of the Company at exchange rates at the dates of the transactions. Monetary
assets and liabilities denominated in foreign currencies at the reporting date
are translated to the functional currency at the exchange rate at that date.
The foreign currency gain or loss on monetary items is the difference between
amortised cost in the functional currency at the beginning of the year,
adjusted for effective interest and payments during the year, and the
amortised cost in foreign currency translated at the exchange rate at the end
of the year.
Non-monetary assets and liabilities denominated in foreign currencies that are
measured at fair value are translated to the functional currency at the
exchange rate at the date that the fair value was determined. Non-monetary
items in a foreign currency that are measured in terms of historical cost are
translated using the exchange rate at the date of the transaction.
Foreign currency differences arising on translation are generally recognised
in profit or loss.
3.4 Financial instruments
(i) Recognition and initial measurement
Non-derivative financial assets and financial liabilities
Trade receivables and debt investments issued are initially recognised when
they are originated. All other financial assets and financial liabilities
are initially recognised when the Company becomes a party to the contractual
provisions of the instrument.
A financial asset (unless it is a trade receivable without a significant
financing component) or financial liability is initially measured at fair
value plus or minus, for an item not at FVTPL, transaction costs that are
directly attributable to its acquisition or issue. A trade receivable
without a significant financing component is initially measured at the
transaction price.
(ii) Classification and subsequent measurement
Non-derivative financial assets
On initial recognition, a financial asset is classified as measured at:
amortised cost; or FVTPL.
Financial assets are not reclassified subsequent to their initial recognition
unless the Company changes its business model for managing financial assets,
in which case all affected financial assets are reclassified on the first day
of the first reporting period following the change in the business model.
Financial assets at amortised cost
A financial asset is measured at amortised cost if it meets both of the
following conditions and is not designated as at FVTPL:
· it is held within a business model whose objective is to hold assets
to collect contractual cash flows; and
· its contractual terms give rise on specified dates to cash flows that
are solely payments of principal and interest on the principal amount
outstanding.
Financial assets at FVTPL
All financial assets not classified as measured at amortised cost as described
above are measured at FVTPL. On initial recognition, the Company may
irrevocably designate a financial asset that otherwise meets the requirements
to be measured at amortised cost as at FVTPL if doing so eliminates or
significantly reduces an accounting mismatch that would otherwise arise.
Financial assets: Business model assessment
The Company makes an assessment of the objective of the business model in
which a financial asset is held at a portfolio level because this best
reflects the way the business is managed and information is provided to
management.
The information considered includes:
· the stated policies and objectives for the portfolio and the
operation of those policies in practice. These include whether management's
strategy focuses on earning contractual interest income, maintaining a
particular interest rate profile, matching the duration of the financial
assets to the duration of any related liabilities or expected cash outflows or
realising cash flows through the sale of the assets;
· how the performance of the portfolio is evaluated and reported to the
Company's management;
· the risks that affect the performance of the business model (and the
financial assets held within that business model) and how those risks are
managed;
· how managers of the business are compensated - e.g. whether
compensation is based on the fair value of the assets managed or the
contractual cash flows collected; and
· the frequency, volume and timing of sales of financial assets in
prior periods, the reasons for such sales and expectations about future sales
activity.
Transfers of financial assets to third parties in transactions that do not
qualify for derecognition are not considered sales for this purpose,
consistent with the Company's continuing recognition of the assets.
Financial assets that are held-for-trading or are managed and whose
performance is evaluated on a fair value basis are measured at FVTPL.
Non-derivative financial assets: Assessment whether contractual cash flows are
solely payments of principal and interest
For the purposes of this assessment, 'principal' is defined as the fair value
of the financial asset on initial recognition. 'Interest' is defined as
consideration for the time value of money and for the credit risk associated
with the principal amount outstanding during a particular period of time and
for other basic lending risks and costs (e.g. liquidity risk and
administrative costs), as well as a profit margin.
In assessing whether the contractual cash flows are solely payments of
principal and interest, the Company considers the contractual terms of the
instrument. This includes assessing whether the financial asset contains a
contractual term that could change the timing or amount of contractual cash
flows such that it would not meet this condition. In making this assessment,
the Company considers:
· contingent events that would change the amount or timing of cash
flows;
· terms that may adjust the contractual coupon rate, including variable
rate features;
· prepayment and extension features; and
· terms that limit the Company's claim to cash flows from specified
assets (e.g. non-recourse features).
A prepayment feature is consistent with the solely payments of principal and
interest criterion if the prepayment amount substantially represents unpaid
amounts of principal and interest on the principal amount outstanding, which
may include reasonable compensation for early termination of the contract.
Additionally, for a financial asset acquired at a significant discount or
premium to its contractual par amount, a feature that permits or requires
prepayment at an amount that substantially represents the contractual par
amount plus accrued (but unpaid) contractual interest (which may also include
reasonable compensation for early termination) is treated as consistent with
this criterion if the fair value of the prepayment feature is insignificant at
initial recognition.
Non-derivative financial assets: Subsequent measurement and gains and losses
Financial assets at amortised cost
These assets are subsequently measured at amortised cost using the effective
interest method. The gross carrying amount is reduced by impairment losses.
Interest income, foreign exchange gains and losses and impairment are
recognised in profit or loss. Any gain or loss on derecognition is recognised
in profit or loss.
Financial assets at FVTPL
These assets are subsequently measured at fair value. Net gains and losses,
including any interest or dividend income, are recognised in profit or loss.
Non-derivative financial liabilities: Classification, subsequent measurement
and gains and losses
Financial liabilities are classified as measured at amortised cost. Financial
liabilities are initially measured at fair value less directly attributable
transaction costs. They are subsequently measured at amortised cost using the
effective interest method. Interest expense and foreign exchange gains and
losses are recognised in profit or loss.
(iii) Derecognition
Financial assets
The Company derecognises a financial asset when:
· the contractual rights to the cash flows from the financial asset
expire; or
· it transfers the rights to receive the contractual cash flows in a
transaction in which either:
- substantially all of the risks and rewards of ownership of the
financial asset are transferred; or
- the Company neither transfers nor retains substantially all of the
risks and rewards of ownership and it does not retain control of the financial
asset.
Transferred assets are not derecognised when the Company enters into
transactions whereby it transfers assets recognised in its statement of
financial position, but retains either all or substantially all of the risks
and rewards of the transferred assets.
Financial liabilities
The Company derecognises a financial liability when its contractual
obligations are discharged or cancelled, or expire. The Company also
derecognises a financial liability when its terms are modified and the cash
flows of the modified liability are substantially different, in which case a
new financial liability based on the modified terms is recognised at fair
value.
On derecognition of a financial liability, the difference between the carrying
amount extinguished and the consideration paid (including any non-cash assets
transferred or liabilities assumed) is recognised in profit or loss.
(iv) Offsetting
Financial assets and financial liabilities are offset and the net amount
presented in the statement of financial position when, and only when, the
Company currently has a legally enforceable right to set off the amounts and
it intends either to settle them on a net basis or to realise the asset and
settle the liability simultaneously.
(v) Cash and cash equivalents
Cash and cash equivalents comprise cash balances and short-term deposits with
maturities of three months or less from the date of acquisition that are
subject to an insignificant risk of changes in their fair value, and are used
by the Company in the management of its short-term commitments.
(vi) Share capital
Ordinary shares
Ordinary shares are classified as equity. Incremental costs directly
attributable to the issue of ordinary shares are recognised as a deduction
from equity. Income tax relating to transaction costs of an equity transaction
is accounted for in accordance with IAS 12.
3.5 Impairment
(i) Non-derivative financial assets
The Company recognises loss allowances for expected credit losses ('ECLs') on
financial assets measured at amortised cost.
Loss allowances of the Company are measured on either of the following bases:
- 12-month ECLs: these are ECLs that result from default events that
are possible within the 12 months after the reporting date (or for a shorter
period if the expected life of the instrument is less than 12 months); or
- Lifetime ECLs: these are ECLs that result from all possible default
events over the expected life of a financial instrument.
General approach
The Company applies the general approach to provide for ECLs on all financial
instruments. Under the general approach, the loss allowance is measured at
an amount equal to 12-month ECLs at initial recognition.
At each reporting date, the Company assesses whether the credit risk of a
financial instrument has increased significantly since initial recognition.
When credit risk has increased significantly since initial recognition, loss
allowance is measured at an amount equal to lifetime ECLs.
When determining whether the credit risk of a financial asset has increased
significantly since initial recognition and when estimating ECLs, the Company
considers reasonable and supportable information that is relevant and
available without undue cost or effort. This includes both quantitative and
qualitative information and analysis, based on the Company's historical
experience and informed credit assessment and includes forward-looking
information.
If credit risk has not increased significantly since initial recognition or if
the credit quality of the financial instruments improves such that there is no
longer a significant increase in credit risk since initial recognition, loss
allowance is measured at an amount equal to 12-month ECLs.
The Company considers a financial asset to be in default when:
- the debtor is unlikely to pay its credit obligations to the Company
in full, without recourse by the Company to actions such as realising security
(if any is held); or
- the financial asset is more than 90 days past due.
The maximum period considered when estimating ECLs is the maximum contractual
period over which the Company is exposed to credit risk.
Measurement of ECLs
ECLs are probability-weighted estimates of credit losses. Credit losses are
measured at the present value of all cash shortfalls (i.e. the difference
between the cash flows due to the entity in accordance with the contract and
the cash flows that the Company expects to receive). ECLs are discounted at
the effective interest rate of the financial asset.
Credit-impaired financial assets
At each reporting date, the Company assesses whether financial assets carried
at amortised cost are credit-impaired. A financial asset is 'credit-impaired'
when one or more events that have a detrimental impact on the estimated future
cash flows of the financial asset have occurred.
Evidence that a financial asset is credit-impaired includes the following
observable data:
- significant financial difficulty of the debtor;
- a breach of contract such as a default or being more than 90 days
past due;
- the restructuring of a loan or advance by the Company on terms that
the Company would not consider otherwise;
- it is probable that the debtor will enter bankruptcy or other
financial reorganisation; or
- the disappearance of an active market for a security because of
financial difficulties.
Presentation of allowance for ECLs in the statement of financial position
Loss allowances for financial assets measured at amortised cost are deducted
from the gross carrying amount of these assets.
Write-off
The gross carrying amount of a financial asset is written off (either
partially or in full) to the extent that there is no realistic prospect of
recovery. This is generally the case when the Company determines that the
debtor does not have assets or sources of income that could generate
sufficient cash flows to repay the amounts subject to the write-off.
However, financial assets that are written off could still be subject to
enforcement activities in order to comply with the Company's procedures for
recovery of amounts due.
3.6 Dividend income
Dividend income is recognised in profit or loss on the date on which the
Company's right to receive payment is established. For quoted equity
securities, this is usually the ex-dividend date. For unquoted equity
securities, this is usually the date on which the shareholders approve the
payment of a dividend.
3.7 Finance income and finance costs
The Company's finance income and finance costs includes interest income and
foreign currency gain or loss on financial assets and financial liabilities.
Interest income is recognised using the effective interest method. The
'effective interest rate' is the rate that exactly discounts estimated future
cash receipts through the expected life of the financial instrument to the
gross carrying amount of the financial asset.
In calculating interest income, the effective interest rate is applied to the
gross carrying amount of the asset (when the asset is not credit-impaired).
However, for financial assets that have become credit-impaired subsequent to
initial recognition, interest income is calculated by applying the effective
interest rate to the amortised cost of the financial asset. If the asset is
no longer credit-impaired, then the calculation of interest income reverts to
the gross basis.
3.8 Earnings per share
The Company presents basic and diluted earnings per share data for its
ordinary shares. Basic earnings per share is calculated by dividing the
profit or loss attributable to ordinary shareholders of the Company by the
weighted-average number of ordinary shares outstanding during the year,
adjusted for own shares held. Diluted earnings per share is determined by
adjusting the profit or loss attributable to ordinary shareholders and the
weighted-average number of ordinary shares outstanding, adjusted for own
shares held, for the effects of all dilutive potential ordinary shares, which
comprise share options granted to the Investment Manager.
3.9 Segment reporting
An operating segment is a component of the Company that engages in business
activities from which it may earn revenues and incur expenses, including
revenues and expenses that relate to transactions with any of the Company's
other components. Operating segments are reported in a manner consistent
with the internal reporting provided to the chief operating decision-maker.
The chief operating decision maker has been identified as the Board of
Directors of the Investment Manager that makes strategic investment decisions.
Segment results that are reported to the chief operating decision maker
include items directly attributable to a segment as well as those that can be
allocated on a reasonable basis. Unallocated items comprise mainly corporate
expenses and other assets and payables.
3.10 New standards and interpretations not adopted
A number of new accounting standards and amendments to standards are effective
for annual periods beginning after 1 January 2023 and earlier application is
permitted. However, the Company has not early adopted the new or amended
accounting standards in preparing these financial statements.
The following amendments to IFRSs are not expected to have a significant
impact on the Company's financial statements.
· Amendments to IAS 1: Classification of Liabilities as Current or
Non-current and Non-current Liabilities with Covenants
· Amendments to IAS 7 and IFRS 17: Supplier Finance Arrangements
· Amendments to IFRS 16: Lease Liability in a Sale and Leaseback
· Amendments to IAS 21: Lack of Exchangeability
4 Financial assets at fair value through profit or loss
Note 2023 2022
US$'000 US$'000
Investments 17 372,655 478,226
5 Other receivables and prepayments
2023 2022
US$'000 US$'000
Other prepayments 65 75
Interest and other receivables 5 7
70 82
6 Cash and cash equivalents
2023 2022
US$'000 US$'000
Fixed deposits with financial institutions and placements in money market 8,257 14,652
funds
Cash at bank 836 3,921
9,093 18,573
The effective interest rate on fixed deposits with financial institutions as
at 31 December 2023 ranged from 2.40% to 5.18% (2022: 0% to 4.25%) per
annum. Interest rates reprice at intervals of seven days to one month.
7 Share capital
2023 2022
Number of shares Number of shares
Fully paid ordinary shares, with no par value:
At 1 January and 31 December 513,366,198 513,366,198
Share capital in the statement of financial position represents subscription
proceeds received from, and the amount of liabilities capitalised through, the
issuance of ordinary shares of no par value in the Company, less transaction
costs directly attributable to equity transactions.
The Company does not have an authorised share capital and is authorised to
issue an unlimited number of no par value shares.
The holders of ordinary shares are entitled to receive dividends as declared
from time to time and are entitled to one vote per share at shareholder
meetings of the Company. All shares rank equally with regard to the
Company's residual assets.
8 Other payables
2023 2022
US$'000 US$'000
Accrued operating expenses 425 419
9 (Loss)/Profit before income tax
(Loss)/Profit before income tax includes the following:
2023 2022
US$'000 US$'000
Other operating income
Dividend income 11,864 14,500
Interest income from fixed deposits and placements in money market fund 416 249
12,280 14,749
Other operating expenses
Audit fees paid to auditors of the Company and other firms affiliated with 351 326
KPMG International Limited
Non-audit fees paid to auditors of the Company and other firms affiliated with 4 4
KPMG International Limited
Exchange loss, net 337 4,313
Non-executive director remuneration 330 400
10 Income tax expense
The Company is incorporated in a tax-free jurisdiction, thus, it is not
subject to income tax.
11 Earnings per share
2023 2022
US$'000 US$'000
Basic and diluted earnings per share are based on:
(Loss)/Profit for the year attributable to ordinary shareholders (102,235) 7,592
Basic and diluted earnings per share
Number of shares Number of shares
2023 2022
Issued ordinary shares at 1 January and 31 December 513,366,198 513,366,198
Weighted average number of shares (basic and diluted) 513,366,198 513,366,198
At 31 December 2023 and 31 December 2022, there were no outstanding share
options to subscribe for ordinary shares of no par value.
12 Significant related party transactions
Dividend income
During the financial year ended 31 December 2023, the Company recognised
dividend income from its unconsolidated subsidiaries amounting to
US$11,864,000 (2022: US$14,500,000).
Key management personnel compensation
Key management personnel of the Company are those persons having the authority
and responsibility for planning, directing and controlling the activities of
the Company.
During the financial year, directors' fees amounting to US$330,000 (2022:
US$400,000) were declared as payable to four directors (2022: four directors)
of the Company. The remaining two directors of the Company are also
directors of the Investment Manager who provides management and administrative
services to the Company on an exclusive and discretionary basis. No
remuneration has been paid to these directors as the cost of their services
form part of the Investment Manager's remuneration.
Other related party transactions
On 10 July 2007, the Company entered into an Investment Management and
Advisory Agreement with Symphony Investment Managers Limited ('SIMgL')
pursuant to which SIMgL would provide investment management and advisory
services exclusively to the Company. On 15 October 2015, SIMgL was replaced by
Symphony Asia Holdings Pte. Ltd. ('SAHPL') (with SAHPL and SIMgL, as the case
may be, hereinafter referred to as the "Investment Manager"). The Company
entered into an Investment Management Agreement with SAHPL, which replaced the
Investment Management and Advisory Agreement (as the case may be, hereinafter
referred to as the "Investment Management Agreement"). The key persons of the
management team of the Investment Manager comprise certain key management
personnel engaged by the Investment Manager pursuant to arrangements agreed
between the parties. They will (subject to certain existing commitments)
devote substantially all of their business time as employees, and on behalf of
the Investment Management Group, to assist the Investment Manager in its
fulfilment of the investment objectives of the Company and be involved in the
management of the business activities of the Investment Management Group.
Pursuant to the Investment Management Agreement, the Investment Manager is
entitled to the following forms of remuneration for the investment management
and advisory services rendered.
a. Management fees
Management fees of 2.25% per annum of the net asset value, payable quarterly
in advance on the first day of each quarter, based on the net asset value of
the previous quarter end. The management fees payable will be subject to a
maximum amount of US$15,000,000 (2022: US$15,000,000) per annum. A minimum
amount of US$6,000,000 (2022: US$6,000,000) per annum was removed in September
2023 following the Company's adoption of a new strategy.
In 2023, Management fees amounting to US$9,664,000 (2022: US$10,663,000) have
been paid to the Investment Manager and recognised in the financial
statements.
b. Management shares
The Company did not issue any management shares during the year. At the
reporting date, an aggregate of 10,298,725 (2022: 10,298,725) management
shares had been issued, credited as fully paid to the Investment Manager.
c. Share options
There were no share options outstanding as at 31 December 2023 and at 31
December 2022.
The share options granted on 3 August 2008 expired on 3 August 2018. The share
options granted on 22 October 2012 have been fully exercised. These share
options cannot be reissued to the Investment Manager.
Other than as disclosed elsewhere in the financial statements, there were no
other significant related party transactions during the financial year.
13 Commitments
In September 2008, the Company entered into a loan agreement with a joint
venture, held via its unconsolidated subsidiary, to grant loans totaling
THB140,000,000. As at 31 December 2022, US$3,467,000 (THB120,000,000) had been
drawn down. The Company had committed to grant the remaining loan amounting to
US$578,000 (THB20,000,000) at 31 December 2022, subject to terms set out in
the agreement. In 2023, the Company sold its interest in the joint venture,
including any loans, and all commitments were subsequently terminated.
The Company has committed to subscribe to Good Capital Fund I for an amount
less than 1% of the net asset value as at 31 December 2023. Approximately
86.49% of this commitment had been funded as at 31 December 2023 with 13.51%
of the commitment subject to be called.
The Company has committed to subscribe to Good Capital Fund II for an amount
less than 1% of the net asset value as at 31 December 2023. Approximately
21.50% of this commitment had been funded as at 31 December 2023 with 78.50%
of the commitment subject to be called.
The Company committed to incremental funding in Mavi Holding Pte. Ltd. that is
subject to certain milestones being achieved. The total remaining contingent
commitment amounts aggregate to less than 1% of the net asset value as at 31
December 2023.
In the general interests of the Company and its unconsolidated subsidiaries,
it is the Company's current policy to provide such financial and other support
to its group of companies to enable them to continue to trade and to meet
liabilities as they fall due.
14 Operating segments
The Company has investment segments, as described below. Investment segments
are reported to the Board of Directors of Symphony Asia Holdings Pte. Ltd.,
the Investment Manager, who review this information on a regular basis.
Segment results, assets and liabilities include items directly attributable to
a segment as well as those that can be allocated on a reasonable basis.
Business activities which do not meet the definition of an operating segment
have been reported in the reconciliations of total reportable segment amounts
to the financial statements.
The following summary describes the investments in each of the Company's
reportable segments.
Healthcare Includes investments in ASG Hospital Private Limited (ASG) and Soothe
Healthcare Private Limited (Soothe)
Hospitality Minor International Public Company Limited (MINT)
Education Includes investments in WCIB International Co. Ltd. (WCIB) and Creative
Technology Solutions DMCC (CTS)
Lifestyle Includes investments in Chanintr Living Ltd. (Chanintr), Wine Connection Group
(WCG) and Liaigre Group (Liaigre)
Lifestyle/Real estate Includes investments in Minuet Ltd, SG Land Co. Ltd., a property joint venture
in Niseko, Hokkaido, Japan, Desaru Peace Holdings Sdn Bhd and Isprava Vesta
Private Limited (Isprava)
Logistics Indo Trans Logistics Corporation (ITL)
New economy Includes Smarten Spaces Pte. Ltd. (Smarten), Good Capital Partners, Good
Capital Fund I and Good Capital Fund II (collectively, Good Capital), August
Jewellery Private Limited (Melorra), Kieraya Furnishing Solutions Private
Limited (Furlenco), Catbus Infolabs Private Limited (Blowhorn), Meesho Inc.
(Meesho), SolarSquare Energy Private Limited (Solar Square), Mavi Holding Pte.
Ltd. (Mavi) and Epic Games, Inc.
Cash and temporary investments Includes government securities or other investment grade securities, liquid
investments which are managed by third party investment managers of
international repute, and deposits placed with commercial banks
Information regarding the results of each reportable segment is included
below:
Healthcare Hospitality Education Lifestyle Lifestyle/ Logistics Cash and temporary investments New Economy Total
Real estate
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
31 December 2023
Investment income
- Dividend income - 9,640 2,224 - - - - - 11,864
- Interest income - - - - - - 416 - 416
- 9,640 2,224 - - - 416 - 12,280
Fair value changes of financial assets at fair value through profit or loss 6,747 (13,187) 1,947 (10,740) (3,452) (70,833) - (13,892) (103,410)
Exchange loss, net 2 * (1) 1,231 (1,573) 1 (4) 7 (337)
6,749 (13,187) 1,946 (9,509) (5,025) (70,832) (4) (13,885) (103,747)
Net investment results 6,749 (3,547) 4,170 (9,509) (5,025) (70,832) 412 (13,885) (91,467)
31 December 2022
Investment income
- Dividend income - 5,995 - - 7,495 - 1,010 - 14,500
- Interest income - - - - - - 249 - 249
- 5,995 - - 7,495 - 1,259 - 14,749
Fair value changes of financial assets at fair value through profit or loss 12,183 665 (5,869) 4,999 (12,453) 8,240 (1,028) 2,165 8,902
12,183 665 (5,869) 4,999 (12,453) 8,240 (1,028) 2,165 8,902
Loss on disposal of financial assets at fair value through profit or loss - - - - - - (1) - (1)
Exchange loss, net 1 - 1 (2,435) (1,900) 1 15 4 (4,313)
1 - 1 (2,435) (1,900) 1 14 4 (4,314)
Net investment results 12,184 6,660 (5,868) 2,564 (6,858) 8,241 245 2,169 19,337
31 December 2023
Segment assets 59,561 52,948 14,806 36,838 97,148 74,595 9,093 36,759 381,748
Segment liabilities - - - - - - - - -
31 December 2022
Segment assets 52,117 66,135 12,185 56,031 92,870 152,262 18,574 46,625 496,799
Segment liabilities - - - - - - - - -
* Less than US$1,000
The reportable operating segments derive their revenue primarily by achieving
returns, consisting of dividend income, interest income and appreciation of
fair value. The Company does not monitor the performance of these investments
by measure of profit or loss.
Reconciliations of reportable segment profit or loss and assets
2023 2022
US$'000 US$'000
Profit or loss
Net investments results (91,467) 19,337
Unallocated amounts:
- Management fees (9,664) (10,663)
- Non-executive director remuneration (330) (400)
- General operating expenses (774) (682)
(Loss)/Profit for the year (102,235) 7,592
Assets
Total assets for reportable segments 381,748 496,799
Other assets 70 82
Total assets 381,818 496,881
Liabilities
Total liabilities for reportable segments - -
Other payables 425 419
Total liabilities 425 419
Geographical information
In presenting information on the basis of geographical information, investment
income, comprising dividend income from investments, and fair value changes of
financial assets at FVTPL are based on the geographical location of the
underlying investment. Assets are based on the principal geographical
location of the assets or the operations of the underlying investments. None
of the underlying investments which generate revenue or assets are located in
the Company's country of incorporation, BVI.
Singapore Malaysia Thailand Japan Mauritius Vietnam India Others Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
2023
Investment income:
- Dividend income - - - - 9,640 - - 2,224 11,864
- Interest income 416 - - - - - - * 416
416 - - - 9,640 - - 2,224 12,280
Fair value changes of financial assets at fair value through profit or loss 4 (1,384) (9,206) (1,533) - (70,833) (7,566) (12,892) (103,410)
Exchange loss, net 21 - - - * - - (358) (337)
25 (1,384) (9,206) (1,533) * (70,833) (7,566) (13,250) (103,747)
Net investment results 441 (1,384) (9,206) (1,533) 9,640 (70,833) (7,566) (11,026) (91,467)
* Less than US$1,000.
Singapore Malaysia Thailand Japan Mauritius Vietnam India Others Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
2022
Investment income:
- Dividend income - - - - 5,995 - - 8,505 14,500
- Interest income 249 - - - - - - * 249
249 - - - 5,995 - - 8,505 14,749
Fair value changes of financial assets at fair value through profit or loss 5 4,321 (17,742) (2,891) - 8,239 14,337 2,633 8,902
Loss on disposal of financial assets at fair value through profit or loss - - - - - - - (1) (1)
Exchange loss, net 13 - - - * - - (4,326) (4,313)
18 4,321 (17,742) (2,891) * 8,239 14,337 (1,694) 4,588
Net investment results 267 4,321 (17,742) (2,891) 5,995 8,239 14,337 6,811 19,337
Singapore Malaysia Thailand Japan Mauritius Vietnam India Others Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
2023
Segment assets 13,354 27,110 116,665 16,584 562 74,605 102,549 30,319 381,748
Segment liabilities - - - - - - - -
2022
Segment assets 18,538 30,499 135,389 17,659 644 152,255 97,499 44,316 496,799
Segment liabilities - - - - - - - -
* Less than US$1,000.
15 Financial risk management
The Company's financial assets comprise mainly financial assets at fair value
through profit or loss, other receivables, and cash and cash equivalents.
The Company's financial liabilities comprise other payables. Exposure to
credit, price, interest rate, foreign currency and liquidity risks arises in
the normal course of the Company's business.
The Company's Board of Directors has overall responsibility for the
establishment and oversight of the Company's risk management framework. The
Company's risk management policies are established to identify and analyse the
risks faced by the Company and to set appropriate controls. Risk management
policies and systems are reviewed regularly to reflect changes in market
conditions and the Company's activities.
Credit risk
Credit risk is the risk of financial loss to the Company if a customer or
counterparty to a financial instrument fails to meet its contractual
obligations.
Investments in the form of advances are made to investee companies which are
of acceptable credit risk. Credit risk exposure on the investment portfolio is
managed on an asset-specific basis by the Investment Manager.
The Company held cash and cash equivalents of US$9,093,000 as at 31 December
2023 (2022: US$18,573,000). The cash and cash equivalents are held with bank
and financial institution counterparties, which are rated Aa1 to A1, based on
Moody's/TRIS/Standard & Poor's ratings.
Loss allowance on cash and cash equivalents has been measured on the 12-month
expected loss basis and reflects the short maturities of the exposures. The
Company considers that its cash and cash equivalents have low credit risk
based on external credit ratings of the counterparties. The expected credit
loss on cash and cash equivalents was negligible, and no loss allowance was
recognised on cash and cash equivalents.
At the reporting date, there was no significant concentration of credit risk.
The maximum exposure to credit risk is represented by the carrying amount of
each financial asset in the statement of financial position.
Market risk
Market risk is the risk that changes in market prices, such as interest rates,
foreign exchange rates and equity prices will affect the Company's income or
the value of its holdings of financial instruments. The objective of market
risk management is to manage and control market risk exposures within
acceptable parameters, while optimising the return on risk.
Interest rate risk
The Company's exposure to changes in interest rates relates primarily to its
interest-earning fixed deposits placed with financial institutions. The
Company's fixed rate financial assets and liabilities are exposed to a risk of
change in their fair value due to changes in interest rates while the
variable-rate financial assets and liabilities are exposed to a risk of change
in cash flows due to changes in interest rates. The Company does not enter
into derivative financial instruments to hedge against its exposure to
interest rate risk.
Sensitivity analysis
A 100 basis point ('bp') move in interest rate against the following financial
assets and financial liabilities at the reporting date would
increase/(decrease) profit or loss by the amounts shown below. The analysis
assumes that all other variables, in particular foreign currency exchange
rates, remain constant.
Impact on Impact on
Profit or loss Profit or loss
100 bp 100 bp 100 bp 100 bp
increase
decrease
increase
decrease
2023 2023 2022 2022
US$'000 US$'000 US$'000 US$'000
Deposits with financial institutions 83 (83) 147 (147)
Foreign exchange risk
The Company is exposed to transactional foreign exchange risk when
transactions are denominated in currencies other than the functional currency
of the operation. The Company does not enter into derivative financial
instruments to hedge its exposure to any foreign currencies as the currency
position in these currencies is considered to be long-term in nature and
foreign exchange risk is an integral part of the Company's investment decision
and returns.
The Company's exposure, in US dollar equivalent, to foreign currency risk on
other financial instruments was as follows:
Euro Japanese Thai Singapore Dollar Indian Others
Yen
Baht Rupee
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
2023
Financial assets at fair value through profit or loss 29,893 16,585 58,462 42,907 17,822 1
Other receivables - - - * - -
Cash and cash equivalents - - - 37 - 13
Accrued operating expenses - - - (384) - (11)
Net exposure 29,893 16,585 58,462 42,560 17,822 3
2022
Financial assets at fair value through profit or loss 41,858 17,660 55,542 34,540 19,934 1,361
Other receivables - - - * - -
Cash and cash equivalents - - - 25 - 14
Accrued operating expenses - - - (358) - (9)
Net exposure 41,858 17,660 55,542 34,207 19,934 1,366
Sensitivity analysis
A 10% strengthening of the US dollar against the following currencies at the
reporting date would have (decreased)/increased profit or loss by the amounts
shown below. This analysis is based on foreign currency exchange rate
variances that the Company considered to be reasonably possible at the end of
the reporting period. The analysis assumes that all other variables, in
particular interest rates, remain constant.
Profit or loss
2023 2022
US$'000 US$'000
Euro (2,989) (4,186)
Japanese Yen (1,659) (1,766)
Thai Baht (5,846) (5,554)
Singapore Dollar (4,256) (3,421)
Indian Rupee (1,782) (1,993)
Others * (137)
A 10% weakening of the US dollar against the above currencies would have had
the equal but opposite effect on the above currencies to the amounts shown
above, on the basis that all other variables remain constant.
* Less than US$1,000
Price risk
The valuation of the Company's investment portfolio is dependent on prevailing
market conditions and the performance of the underlying assets. The Company
does not hedge the market risk inherent in the portfolio but manages asset
performance risk on an asset-specific basis.
The Company's investment policies provide that the Company invests a majority
of capital in longer-term strategic investments and a portion in special
situations and structured transactions. Investment decisions are made by
management on the advice of the Investment Manager.
Sensitivity analysis
All of the Company's underlying investments that are quoted equity investments
are listed on The Stock Exchange of Thailand. A 10% increase in the price of
the equity securities at the reporting date would increase profit or loss
after tax by the amounts shown below. This analysis assumes that all other
variables remain constant.
Profit or loss
2023 2022
US$'000 US$'000
Underlying investments in quoted equity securities at fair value through 5,255 6,567
profit or loss
A 10% decrease in the price of the equity securities would have had the equal
but opposite effect on the above quoted equity investments to the amounts
shown above, on the basis that all other variables remain constant.
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in
meeting the obligations associated with its financial liabilities that are
settled by delivering cash or another financial asset.
The Company's objective when managing liquidity is to ensure, as far as
possible, that it will have sufficient liquidity to meet its liabilities when
they are due, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the Company's reputation.
The Company monitors its liquidity risk and maintains a level of cash and cash
equivalents deemed adequate by the Investment Manager to finance the Company's
operations and to mitigate the effects of fluctuations in cash flows. Funds
not invested in longer-term strategic investments or investments in special
situations and structured transactions are temporarily invested in liquid
investments and managed by a third-party manager of international repute, or
held on deposit with commercial banks. The Company, through its wholly owned
subsidiaries, also holds listed securities amounting to US$52,545,000 (2022:
US$65,666,000). These listed securities are liquid and can therefore be sold
from time-to-time to generate additional cash to settle any existing and
ongoing liabilities of the Company.
The following are the remaining contractual maturities of financial
liabilities. The amounts are gross and undiscounted, and include contractual
interest payments and exclude the impact of netting agreements:
Cash flows
Carrying amount Contractual Within
cash flows
1 year
US$'000 US$'000 US$'000
2023
Non-derivative financial liabilities
Other payables 425 (425) (425)
2022
Non-derivative financial liabilities
Other payables 419 (419) (419)
Capital management
The Company's policy is to maintain a strong capital base so as to maintain
investor, creditor and market confidence and to sustain future development of
the business. Capital consists of total equity. The Company seeks to
maintain a balance between higher returns that might be possible with higher
levels of borrowings and the advantages and security afforded by a sound
capital position.
The Company is not subject to externally imposed capital requirements. There
were no changes in the Company's approach to capital management during the
year.
Accounting classification and fair values
The carrying amounts and fair values of financial assets and financial
liabilities are as follows. It does not include fair value information for
financial assets and financial liabilities not measured at fair value if the
carrying amount is a reasonable approximation of fair value.
Carrying amount
Note Fair value through Amortised cost Other financial liabilities Total Fair value
profit or loss
US$'000 US$'000 US$'000 US$'000 US$'000
2023
Financial assets measured at fair value
Financial assets at fair value through profit or loss 4 372,655 - - 372,655 372,655
Financial assets not measured at fair value
Other receivables(1) 5 - 5 - 5
Cash and cash equivalents 6 - 9,093 - 9,093
372,655 9,098 - 381,753
Financial liabilities not measured at fair value
Other payables 8 - - (425) (425)
(1) Excludes prepayments
Carrying amount
Note Fair value through Amortised cost Other financial liabilities Total Fair value
profit or loss
US$'000 US$'000 US$'000 US$'000 US$'000
2022
Financial assets measured at fair value
Financial assets at fair value through profit or loss 4 478,226 - - 478,226 478,226
Financial assets not measured at fair value
Other receivables(1) 5 - 7 - 7
Cash and cash equivalents 6 - 18,573 - 18,573
478,226 18,580 - 496,806
Financial liabilities not measured at fair value
Other payables 8 - - (419) (419)
(1) Excludes prepayments
Fair value
The financial assets at fair value through profit or loss are measured using
the adjusted net asset value method, which is based on the fair value of the
underlying investments. The fair values of the underlying investments are
determined based on the following methods:
i) for quoted equity investments, based on quoted market bid prices at
the financial reporting date without any deduction for transaction costs;
ii) for unquoted investments, with reference to the enterprise value at
which the portfolio company could be sold in an orderly disposition over a
reasonable period of time between willing parties other than in a forced or
liquidation sale, and is determined by using valuation techniques such as (a)
market multiple approach that uses a specific financial or operational measure
that is believed to be customary in the relevant industry, (b) price of recent
investment, or offers for investment, for the portfolio company's securities,
(c) current value of publicly traded comparable companies, (d) comparable
recent arms' length transactions between knowledgeable parties, and (e)
discounted cash flows analysis; and
iii) for financial assets and liabilities with a maturity of less than one
year or which reprice frequently (including other receivables, cash and cash
equivalents and other payables) the notional amounts are assumed to
approximate their fair values because of the short period to
maturity/repricing.
The objective of valuation techniques is to arrive at a fair value measurement
that reflects the price that would be received to sell the asset or paid to
transfer the liability in an orderly transaction between market participants
at the measurement date.
Fair value hierarchy for financial instruments
The table below analyses financial instruments carried at fair value, by
valuation method. The different levels have been defined as follows:
· Level 1: Inputs that are quoted market prices (unadjusted) in
active markets for identical instruments.
· Level 2: Inputs other than quoted prices included within
Level 1 that are observable, either directly (i.e. as prices) or indirectly
(i.e. derived from prices). This category includes instruments valued
using: quoted market prices in active markets for similar instruments;
quoted prices for identical or similar instruments in markets that are not
considered active; or other valuation techniques in which all significant
inputs are directly or indirectly observable from market data.
· Level 3: Inputs that are unobservable. This category
includes all instruments for which the valuation technique includes inputs not
based on observable data and the unobservable inputs have a significant effect
on the instruments' valuation. This category includes instruments that are
valued based on quoted prices for similar instruments but for which
significant unobservable adjustments or assumptions are required to reflect
differences between the instruments.
Level 1 Level 2 Level 3 Total
US$'000 US$'000 US$'000 US$'000
2023
Financial assets at fair value through profit or loss - - 372,655 372,655
2022
Financial assets at fair value through profit or loss - - 478,226 478,226
As explained in Note 3.1, the Company qualifies as an investment entity and
therefore does not consolidate its subsidiaries. Accordingly, the fair value
levelling reflects the fair value of the unconsolidated subsidiaries and not
the underlying equity investments. There were no transfers from Level 1 to
Level 2 or Level 3 and vice versa during the years ended 31 December 2023 and
2022.
The fair value hierarchy table excludes financial assets and financial
liabilities such as cash and cash equivalents, other receivables and other
payables because their carrying amounts approximate their fair values due to
their short-term period to maturity/repricing.
Level 3 valuations
The following table shows a reconciliation from the beginning balances to the
ending balances for fair value measurements in Level 3 of the fair value
hierarchy.
2023 2022
Financial assets at fair value through profit or loss
US$'000 US$'000
Balance at 1 January 478,226 480,755
Fair value changes in profit or loss (103,410) 8,902
Net repayment from unconsolidated subsidiaries (2,161) (12,942)
Net additions - 1,511
Balance at 31 December 372,655 478,226
Significant unobservable inputs used in measuring fair value
The table below sets out information about significant unobservable inputs
used at 31 December 2023 in measuring the underlying investments of the
financial assets categorised as Level 3 in the fair value hierarchy excluding
investments purchased during the year that are valued at transaction prices as
they are reasonable approximation of fair values and ultimate investments in
listed entities.
Description Fair value Fair value Valuation technique Unobservable input Range (Weighted average) Sensitivity
at 31 December 2023
at 31 December 2022
to changes in significant unobservable inputs
US$'000 US$'000
Rental properties - 2,429 Income Rental growth rate N/A The estimated fair value would increase if the rental growth rate and
(2022: occupancy rate were higher, and the discount rate was lower.
approach
-0.7% - 2.0%)
N/A
(2022:
Occupancy rate
15% - 51%)
N/A
(2022: 13% - 13.5%)
Discount rate
Land related investments 58,938 59,941 Comparable valuation Price per square meter for comparable land US$427 - US$7,516 per square meter (2022: US$379 - US$7,032 per square meter) The estimated fair value would increase if the price per square meter was
higher.
method
Description Fair value Fair value Valuation technique Unobservable input Range (Weighted average) Sensitivity
at 31 December 2023
at 31 December 2022
to changes in significant unobservable inputs
US$'000 US$'000
Operating business 187,031 292,350 Enterprise EBITDA 3.6x - 35.2x, median 9.3x (2022: 0.3x - 33.4x, median 7.7x) The estimated fair value would increase if the EBITDA multiple was higher.
value using comparable traded multiples multiple (times)
Revenue multiple (times) 0.3x - 10.5x, median 3.4x The estimated fair value would increase if the revenue multiple was higher.
(2022: 0.6x - 12.5x, median 5.9x)
Discount for 25% The estimated fair value would increase if the discount for lack of
(2022: 25%) marketability was lower.
lack of marketability ('DLOM')
Option Volatility 29.8% - 65.5% The estimated fair value would increase or decrease if the volatility was
(2022: 23,4% - 54.2%) higher depending on factors specific to the investment.
pricing model*
Risk-free rate 3.7% - 6.8% The estimated fair value would increase or decrease if risk-free rate was
(2022: 4.5% - 7.0%) lower depending on factors specific to the investment.
Greenfield business held for more than 12-months 41,916 41,325 Discounted cashflow Revenue growth 2.8% - 96.5% The estimated fair value would increase if the revenue growth increases,
expenses ratio decreases, and WACC was lower.
method (2022: 1.0% - 26.9)
Expense ratio 59.0% - 84.9%
(2022: 57.9% - 87.8%)
11.3% - 15.5%
WACC (2022: 14.7% -16.3%)
Comparable valuation Price per square meter US$260 - The estimated fair value would increase if the price per square meter was
US$498 per square meter higher.
method
* The option pricing model is used as a secondary valuation
technique for certain investments to allocate equity value where the capital
structure of the investment consists of instruments with significantly
different rights/terms.
The rental growth rate represents the growth in rental income during the
leasehold period while the occupancy rates represent the percentage of the
building that is expected to be occupied during the leasehold period.
Management adopt a valuation report produced by an independent valuer that
determines the rental growth rate and occupancy rate after considering the
current market conditions and comparable occupancy rates for similar buildings
in the same area.
The discount rate is related to the current yield on long-term government
bonds plus a risk premium to reflect the additional risk of investing in the
subject properties. Management adopt a valuation report produced by an
independent valuer that determines the discount based on the independent
valuer's judgement after considering current market rates.
The comparable recent sales represent the recent sales prices of properties
that are similar to the investee companies' properties, which are in the same
area. Management adopt a valuation report produced by an independent valuer
to determine the value per square meter based on the average recent sales
prices.
The EBITDA multiple represents the amount that market participants would use
when pricing investments. The EBITDA multiple is selected from comparable
public companies with similar business as the underlying investment.
Management obtains the median EBITDA multiple from the comparable companies
and applies the multiple to the EBITDA of the underlying investment. In some
instances, Management obtains the lower or upper quartile multiple from
comparable companies and applies the multiple to the EBITDA of the underlying
investment to reflect more accurately the value of the underlying investment
in the circumstances. The amount is further discounted for considerations such
as lack of marketability.
The revenue multiple represents the amount that market participants would use
when pricing investments. The revenue multiple is selected from comparable
public companies with similar business as the underlying investment.
Management obtains the median revenue multiple from the comparable companies
and applies the multiple to the revenue of the underlying investment. The
amount is further discounted for considerations such as lack of marketability.
The discount for lack of marketability represents the discount applied to the
comparable market multiples to reflect the illiquidity of the investee
relative to the comparable peer group. Management determines the discount
for lack of marketability based on its judgement after considering market
liquidity conditions and company-specific factors.
The option pricing model uses distribution allocation for each equity
instrument at different valuation breakpoints, taking into consideration the
different rights / terms of each instrument. An option pricing computation is
done using a Black Scholes Model at different valuation breakpoints (strikes)
using market volatility and risk-free rate parameters. Where a recent
transaction price for an identical or similar instrument is available, it is
used as the basis for fair value.
During the year ended 31 December 2023, two investments that previously used a
recent transaction price as a basis for fair value in the option pricing model
had used the revenue multiple technique as the basis for fair value in the
current year as there were no recent transactions.
The revenue growth represents the growth in sales of the underlying business
and is based on the operating management team's judgement on the change of
various revenue drivers related to the business from year-to-year. The expense
ratio is based on the judgement of the operating management team after
evaluating the expense ratio of comparable businesses and is a key component
in deriving EBITDA and free cash flow for the greenfield business. The free
cashflow is discounted at the WACC to derive the enterprise value of the
greenfield business. Net debt is then deducted to arrive at an equity value
for the business. WACC is derived after adopting independent market quotes or
reputable published research-based inputs for the risk-free rate, market risk
premium, small cap premium and cost of debt.
The investment entity approach requires the presentation and fair value
measurement of immediate investments; the shares of intermediate holding
companies are not listed. However, ultimate investments in listed entities
amounting to US$52,545,000 (2022: US$65,666,000) are held through intermediate
holding companies; the value of these companies are mainly determined by the
fair values of the ultimate investments.
Sensitivity analysis
Although the Company believes that its estimates of fair value are
appropriate, the use of different methodologies or assumptions could lead to
different measurements of fair value. For fair value measurements in Level 3
assets, changing one or more of the assumptions used to reasonably possible
alternative assumptions would have effects on the profit or loss by the
amounts shown below. The effect of the uncertain economic environment has
meant that the range of reasonably possible changes is wider than in periods
of stability.
‹------------- 2023 ------------› ‹------------- 2022 -------------›
Effect on profit or loss Effect on profit or loss
Favourable (Unfavourable) Favourable (Unfavourable)
US$'000 US$'000 US$'000 US$'000
Level 3 assets 98,293 (67,782) 114,517 (83,076)
The favourable and unfavourable effects of using reasonably possible
alternative assumptions have been calculated by recalibrating the valuation
model using a range of different values.
For rental properties, the projected rental rates and occupancy levels were
increased by 10% (2022: 10%) for the favourable scenario and reduced by 10%
(2022: 10%) for the unfavourable scenario. The discount rate used to
calculate the present value of future cash flows was also decreased by 2%
(2022: 2%) for the favourable case and increased by 2% (2022: 2%) for the
unfavourable case compared to the discount rate used in the year-end
valuation.
For land related investments (except those held for less than 12-months where
cost represents the most reliable estimate of fair value in the absence of
significant developments since the transaction), which are valued on
comparable transaction basis by third party valuation consultants, the fair
value of the land is increased by 20% (2022: 20%) in the favourable scenario
and reduced by 20% (2022: 20%) in the unfavourable scenario.
For operating businesses (except those where a last transacted price exists
within the past 12-months that provides the basis for fair value) that are
valued on a trading comparable basis using enterprise value to EBITDA or
revenue, EBITDA or revenue is increased by 20% (2022: 20%) and decreased by
20% (2022: 20%), and DLOM is decreased by 5% (2022: 5%) and increased by 5%
(2022: 5%) in the favourable and unfavourable scenarios respectively.
In the option pricing model sensitivity analysis, the change in risk-free rate
and volatility results in different outcomes for each investment. An increase
in risk-free rate and volatility may have a favourable or unfavourable impact
and vice versa. This is a result of multiple factors including cumulative
impact of two variables (risk-free rate, volatility) being changed
simultaneously after taking into account variations in investment specific
input variables, such as time to expiry, capital structure and the liquidation
preference related to securities. The volatility is adjusted by 10% (2022:
10%) and the risk-free rate is adjusted by 2% (2022: 2%) to arrive at the
favourable and unfavourable scenario depending on factors specific to each
investment.
For greenfield businesses (except those where a last transacted price exists
within the past 12-months) that are valued using a discounted cashflow, the
revenue growth rate is increased by 2% (2022: 2%), the expense ratio rate is
decreased by 10% (2022: 10%) and the WACC is reduced by 2% (2022: 2%) in the
favourable scenario. Conversely, in the unfavourable scenario, the revenue
growth rate is reduced by 2% (2022: 2%), the expense ratio rate is increased
by 10% (2022: 10%) and the WACC is increased by 2% (2022: 2%).
16 Unconsolidated subsidiaries
Details of the unconsolidated subsidiaries of the Company are as follows:
Place of
incorporation Equity interest
Name of subsidiary Principal activities and business 2023 2022
% %
Symphony (Mint) Investment Limited Investment holding Mauritius 100 100
Lennon Holdings Limited Investment holding Mauritius 100 100
and its subsidiary:
Britten Holdings Pte. Ltd. Investment holding Singapore 100 100
Gabrieli Holdings Limited Investment holding British Virgin Islands 100 100
and its subsidiaries:
Ravel Holdings Pte. Ltd. and its subsidiaries: Investment holding Singapore 100 100
Schubert Holdings Pte. Ltd. Investment holding Singapore 100 100
Haydn Holdings Pte. Ltd. Investment holding Singapore 100 100
Thai Education Holdings Pte. Ltd. Investment holding Singapore 100 100
Maurizio Holdings Limited Investment holding British Virgin Islands 100 100
and its subsidiary:
Groupe CL Pte. Ltd. Investment holding Singapore 100 100
Anshil Limited Investment holding British Virgin Islands 100 100
Buble Holdings Limited Investment holding British Virgin Islands 100 100
O'Sullivan Holdings Limited and its subsidiary: Investment holding British Virgin Islands 100 100
Bacharach Holdings Limited Investment holding British Virgin Islands 100 100
Schumann Holdings Limited Investment holding British Virgin Islands 100 100
Dynamic Idea Investments Limited Investment holding British Virgin Islands 100 100
Place of
incorporation Equity interest
Name of subsidiary Principal activities and business 2023 2022
% %
Symphony Logistics Pte. Ltd. Investment holding Singapore 100 100
Eagles Holdings Pte. Ltd. Investment holding Singapore 83.33 83.33
Stravinsky Holdings Pte. Ltd. Investment holding Singapore 100 100
Alhambra Holdings Limited Investment holding United Arab Emirates 100 100
Shadows Holdings Pte. Ltd. Investment holding Singapore 66.65 66.65
Symphonic Spaces Pte. Ltd. Investment holding Singapore 100 100
Wynton Holdings Pte. Ltd. Investment holding Singapore 100 100
Shomee Holdings Pte. Ltd. Investment holding Singapore 100 100
Symphony Luxre Holdings Pte. Ltd. Investment holding Singapore 100 100
Symphony Assure Pte. Ltd. Investment holding Singapore 100 100
17 Underlying investments
Details of the underlying investments in unquoted equities of the Company are
as follows:
Place of Ordinary shares Preference shares
Principal incorporation Equity interest Equity interest
Name activities and business 2023 2022 2023 2022
% % % %
La Finta Limited(1) Property development Thailand 49 49 - -
Minuet Limited(1) Property development and land holding Thailand 49.98 49.98 - -
SG Land Co. Limited(1) Commercial real estate Thailand - 49.94 - -
Chanintr Living Distribution of furniture Thailand 49.90 49.90 - -
Limited(2)
Chanintr Living (Thailand) Limited Distribution and retail of furniture and home decorations Thailand 24.45 24.45 - -
Chanintr Living Pte Ltd Distribution and retail of furniture and home Singapore 49.90 49.90 - -
decorations
Place of
Ordinary shares
Preference shares
Principal
incorporation
Equity interest
Equity interest
Name
activities
and business
2023
2022
2023
2022
%
%
%
%
La Finta Limited(1)
Property development
Thailand
49
49
-
-
Minuet Limited(1)
Property development and land holding
Thailand
49.98
49.98
-
-
SG Land Co. Limited(1)
Commercial real estate
Thailand
-
49.94
-
-
Chanintr Living
Limited(2)
Distribution of furniture
Thailand
49.90
49.90
-
-
Chanintr Living (Thailand) Limited
Distribution and retail of furniture and home decorations
Thailand
24.45
24.45
-
-
Chanintr Living Pte Ltd
Distribution and retail of furniture and home
decorations
Singapore
49.90
49.90
-
-
(1) Joint venture
(2) Associate
Place of Ordinary shares Preference shares
Principal incorporation Equity interest Equity interest
Name activities and business 2023 2022 2023 2022
% % % %
Well Round Holdings Limited(2) Property development Hong Kong 37.50 37.50 - -
Allied Hill Corporation Limited(2) Luxury property development Hong Kong 37.50 37.50 - -
Silver Prance Limited(2) Property development and land holding Hong Kong 37.50 37.50 - -
Desaru Peace Holdings Branded luxury development Malaysia 49 49 49 49
Sdn Bhd(2)
Oak SPV Limited(3) Wine retail and F&B operations Cayman Islands 62.11 62.11 - -
Macassar Holdings SARL Luxury interior architecture and furniture retail group Luxembourg 33.33 33.33 33.33 33.33
Liaigre Hospitality Ventures Pte. Ltd. Branded luxury development Singapore 33.33 33.33 - -
WCIB International Company Limited(1) K12 education institution Thailand 39.15 39.15 - -
ASG Hospital Private Limited Healthcare India - - 8.51 8.62
Mavi Holding Pte. Ltd. Insurance Singapore - - 32.30 32.30
Creative Technology Solutions DMCC Education IT solutions provider United Arab Emirates - 12.61 - -
Good Capital Partners Venture Capital Mauritius 10 10 - -
In Do Trans Logistics Corporation(2) Logistics Group Vietnam 27.39 28.39 - -
Smarten Spaces Pte. Ltd. Software company for space management Singapore 8.96 8.96 8.96 8.96
Soothe Healthcare Pvt. Ltd(2) Consumer healthcare products India - - 25.12 25.14
Catbus Infolabs Pvt. Ltd. Logistics services India 0.01 0.01 9.10 8.72
SolarSquare Energy Pvt. Ltd. Solar power solutions provider India - - 3.65 3.65
Kieraya Furnishing Solutions Pvt. Ltd. Online furniture rental and sales India - - 2.09 3.41
(1) Joint venture
(2) Associate
(3) Following the sale of WCG, the Company continued to hold an interest in
a related investment holding entity that will eventually be subject to
dissolution.
Place of Ordinary shares Preference shares
Principal incorporation Equity interest Equity interest
Name activities and business 2023 2022 2023 2022
% % % %
August Jewellery Private Ltd. Online and retail jewellery India - - 6.74 6.86
Meesho Inc. E-commerce marketplace platform India - - 0.20 0.24
Isprava Vesta Private Ltd. Branded luxury development India - - 5.15 -
Epic Games, Inc. Video game and software developer United States <0.01 <0.01 - -
(1) Joint venture
(2) Associate
18 Subsequent events
Subsequent to 31 December 2023,
· the Company sold 3.03 million warrants of MINT for a total net
consideration of US$36,000;
· the Company completed the third tranche of its investment in Mavi
Holding Pte. Ltd. The total consideration was less than 1% of NAV;
· the Company funded a capital call from the Good Capital Fund I as
part of its commitment as an anchor investor. The capital call amounted to
less than 1% of the Company's NAV;
· the Company funded a capital call from the Good Capital Fund II as
part of its commitment as an anchor investor. The capital call amounted to
less than 1% of the Company's NAV;
· the Company completed a follow-on investment in WCIB International
Co. Ltd. The investment amounted to less than 1% of the Company's NAV; and
· the Company completed a follow-on investment in Catbus Infolabs
Private Ltd. The investment amounted to less than 1% of the Company's NAV.
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