REG - Symphony Int Hdgs - Annual Financial Report
04/04/2025 10:00
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RNS Number : 7154D Symphony International Holdings Ltd 04 April 2025
SYMPHONY INTERNATIONAL HOLDINGS PUBLICATION OF ANNUAL REPORT FOR THE YEAR
ENDED 31 DECEMBER 2024
4 April 2025
Symphony International Holdings Limited (LSE: SIHL) is pleased to announce the
publication of its 2024 annual report, which is also 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.
Symphony International Holdings Limited
Financial Results for the year ended 31 December 2024
Symphony International Holdings Limited ("Symphony" or the "Company" or
"SIHL") announces results for the year ended 31 December 2024.
Introduction
The Company is an investment company initially incorporated as a limited
liability company under the laws of the British Virgin Islands on 5 January
2004. The Company voluntarily re-registered itself as a BVI Business Company
on 17 November 2006. The Company's investment objectives are to increase the
aggregate net asset value of the Company ("NAV") calculated in accordance with
the Company's policies through strategic longer-term investments primarily in
Asian businesses, across a variety of sectors including healthcare,
hospitality, lifestyle (including branded real estate developments), logistics
and education and through investments in special situations and structured
transactions, which have the potential to generate attractive returns and to
enhance the NAV.
The Company was admitted to the Official List of the UK Listing Authority on 3
August 2007 under Chapter 14 of the UK Listing Rules and its securities were
admitted to trading on the London Stock Exchange's main market for listed
securities on the same date.
As at 31 December 2024, the issued share capital of the Company was US$409.70
million (2023: US$409.70 million) consisting of 513,366,198 (2023:
513,366,198) ordinary shares.
Symphony's Investment Manager is Symphony Asia Holdings Pte. Ltd. ("SAHPL" or
the "Investment Manager"). The Company has an Investment Management
Agreement with SAHPL as the Investment Manager.
Net Asset Value
Symphony's NAV is the sum of its cash and cash equivalents, temporary
investments, the fair value of unrealised investments (including investments
in subsidiaries, associates and joint ventures) and other assets, less other
liabilities. Symphony's NAV may not be comparable to the net asset value in
the unaudited financial statements. The primary measure of SIHL's financial
performance and the performance of its subsidiaries will be the change in
Symphony's NAV per share resulting from changes in the fair value of
investments.
The NAV attributable to the ordinary shares on 31 December 2024 was US$0.8533
(2023: US$0.7427) per share. This represents a 14.90% increase over the NAV
per share at 31 December 2023.
Chairmen's Statement
Dear Shareholders,
We are pleased to share our update on Symphony's investments and developments
over the past year. Generally, we saw financial markets make a strong recovery
in 2024, driven by easing inflation and a more accommodative monetary policy.
Central banks in the US and Europe reduced interest rates, while China
introduced stimulus measures, benefiting a range of asset classes, including
private equity and real estate.
Thematic trends, particularly advancements in artificial intelligence,
provided additional momentum for US stocks. The "Magnificent Seven" gained
approximately US$4.8 trillion in market capitalization, accounting for almost
half of the S&P 500's 24.30% gain in 2024. Meanwhile, Asian markets,
excluding Japan, experienced more moderate growth, with the MSCI ex-Japan
index increasing by 9.72%.
At the start of 2025, optimism surrounding further interest rate reductions,
additional stimulus from China, and a catch-up in valuations of Asian
companies have supported further gains in financial markets in this region.
However, while we anticipate these trends to further bolster risk assets, we
remain cautious due to ongoing geopolitical risks, including trade-related
barriers. Nevertheless, Asia continues to provide excellent diversification
opportunities as its economies shift towards domestic consumption and
intra-regional trade. Rising GDP per capita is accelerating this transition,
benefiting Symphony's investments in the logistics, healthcare, hospitality,
education, new economy and luxury-branded real estate.
Symphony's NAV increased by 14.90% year-over-year to US$438.07 million in
2024, primarily due to an increase in valuation of our unlisted investments,
most notably ASG Hospital Private Limited ("ASG"), Liaigre Hospitality
Ventures Pte. Ltd. ("LHV") and Minuet Limited ("Minuet"). Throughout the year,
Symphony made follow-on investments of US$12.39 million and partial
realizations of US$1.61 million. In line with our policy announced previously,
we will continue to support our investee companies, but are actively
positioning more mature investments for exit and not making any new
investments. In January 2025, we successfully exited our interest in Solar
Square Energy Pvt. Ltd., an Indian rooftop solar solutions provider, achieving
a net annualized return of 68.96% and a multiple of 5.44 times our cost of
investment.
In the healthcare sector, ASG continued to expand its network of eye hospitals
and made significant progress in repositioning Vasan Health Care Pvt. Ltd.,
which was consolidated in 2023. Vasan has returned to growth, with improving
margins expected to drive future profitability for the group. ASG completed a
rights issue in early 2025, with participation from all shareholders,
including Symphony. The new capital will allow ASG to execute on its pipeline
of opportunities to grow the business and reach a scale that will support
multiple exit opportunities. Our other healthcare investment, Soothe
Healthcare Private Limited ("Soothe") that manufactures and distributes
fast-moving consumer healthcare products, achieved positive earnings before
interest, tax, depreciation and amortisation ("EBITDA") for the year ended
December 31, 2024. The result is following a restructuring effort that
streamlined its operations. With a more efficient structure in place, Soothe
is focused on scaling its business.
LHV is a joint venture with the shareholders of the Liaigre Group ("Liaigre")
that is developing a residential and hospitality project in Florence, Italy.
With all necessary approvals and permits secured, demolition works commenced
in Q3 2023 and the development is expected to be completed in late 2027. Once
completed, the development will span over 22,000 square meters and include a
89-key hotel, 11 residences and extensive facilities designed by the renowned
Liaigre Design Studio. The development is one of the last hotels approved to
be developed in the historical centre of Florence and will be managed by a
top-tier hospitality operator.
Our other larger investment in the real estate sector is Minuet Limited, which
holds 29.88 hectares of land in Bangkok, Thailand. The value of this
investment has increased due to rising land prices and infrastructure
improvements in the area. We believe valuations are approaching levels that
would support an attractive exit. We are working closely with our joint
venture partner to achieve the best outcome.
One of our more recent investments in the real estate sector is Isprava Vesta
Private Limited, which specializes in luxury branded villa developments in
India. This business has continued to grow sales with new more accessible
product categories that are in high demand. There has been strong investor
interest in this business and we marked-up our investment to 1.38 times our
cost following a secondary transaction in the shares of the company during
2024.
Symphony's two remaining real estate investments include land in Niseko,
Japan, and a hotel and residence development in Desaru Coast, Malaysia. We are
actively working with our partners to maximize value for these investments and
hope to make some exciting announcements in the near future.
Symphony's investment in Indo Trans Logistics Corporation ("ITL"), Vietnam's
largest independent logistics company, saw a 40.03% year-over-year growth in
EBITDA in 2024, following a sector-wide slowdown in 2022 and 2023. The
company's outlook remains positive as Vietnam's domestic economy continues to
recover. The pro-business new government is expected to drive economic growth
that will benefit ITL.
In the hospitality sector, Minor International Pcl ("MINT") delivered record
financial performance in 2024. However, its strong operating results have yet
to be fully reflected in its share price. The planned flotation of a real
estate investment trust in 2025 is expected to facilitate a debt reduction
program that we expect to serve as a catalyst for share price appreciation.
Our lifestyle sector investments faced challenges due to a slowdown in the
housing and luxury goods markets, driven in part by a higher inflation and
interest rate environment. As a result, Liaigre's retail operations
underperformed in Europe and the US. However, Liaigre interior architecture
business that focuses on large projects has been strong with the pipeline of
projects reaching an all-time high. Liaigre has also seen increasing demand
from new markets, including Middle East, Australia, and India. The other
investment in this sector is Chanintr Living Limited ("Chanintr"), a luxury
lifestyle company in Thailand. Similarly, Chanintr's retail operations
remained weak in 2024, but this was partly offset by a pivot to target
furniture solution sales to commercial real estate clients.
In the education sector, Wellington College International Bangkok ("WCIB"),
our joint venture, has continued to outperform, with student enrolment
reaching close to one thousand. There has been third-party investor interest
in our stake, but we believe it will be premature to exit at this time given
the business is in its ramp-up stage. We continue to monitor the business and
will seek an exit where we can maximise value for our shareholders.
As of December 31, 2024, Symphony had nine investments, including Solar
Square, in the new economy sector, representing 8.88% of NAV or US$38.89
million. During the year, we funded US$3.69 million in follow-on investments
across four of these companies.
Our largest investment in this sector is Meesho, a social e-commerce platform
for micro-entrepreneurs, small to medium enterprises and consumers in India.
While the company completed a new funding round in 2024 at a valuation
slightly below our investment cost, we believe the long-term potential is
strong as this business continues to grow its net merchandise value and
revenue. Meesho is moving its domicile from the US to India and is expected to
list there in late 2025 or 2026.
Symphony's investment in Good Capital Partners ("GCP"), an investment manager
focused on seed investments in India, provides exposure to this burgeoning
start-up environment. In addition to committing to its two funds managed by
GCP, Symphony also owns a minority interest in the Manager. At 31 December
2024, the first and second fund had made investments in 80 and 10 companies
and had an overall multiple of investment capital of 2.23 times and 1.08
times, respectively.
Kieraya Furnishing Solutions Pvt. Ltd., provides residential furniture rental
services that reached its highest-ever subscriber numbers, surpassing a
hundred thousand at the end of 2024.The business is now profitable and
continues to scale, which should provide attractive exit opportunities in the
future. However, not all investments in this sector have performed as
expected. Smarten Spaces, a software-as-a-service company, continues to face
challenges due to a shareholder blocking fundraising efforts, which has
hampered growth. We are actively working to resolve this issue. Other
underperforming investments include August Jewellery Pvt. Ltd. (a fast-fashion
jewellery company) and Catbus Infolabs Private Limited (a last-mile logistics
provider), both of which values have been written down.
In accordance with our updated strategy announced in 2023, Symphony is
actively exploring full and partial exits for multiple investments. We
anticipate making further announcements throughout the year. Barring ongoing
geopolitical tensions, we are optimistic the market for private investments
will continue to improve.
We are grateful to our Shareholders and partners for your continued trust and
support.
Sincerely,
Georges Gagnebin
Chairman, Symphony International Holdings Limited
Anil Thadani
Chairman, Symphony Asia Holdings Pte. Ltd.
28 March 2025
Investment Manager's Report
This "Investment Manager's Report" should be read in conjunction with the
financial statements and related notes of the Company. The financial
statements of the Company were prepared in accordance with the International
Financial Reporting Standards ("IFRS") and are presented in U.S. dollars.
The Company reports on each financial year that ends on 31 December. In
addition to the Company's annual reporting, NAV and NAV per share are reported
on a quarterly basis being the periods ended 31 March, 30 June, 30 September
and 31 December. The Company's NAV reported quarterly is based on the sum of
cash and cash equivalents, temporary investments, the fair value of unrealised
investments (including investments in unconsolidated subsidiaries, associates
and joint ventures) and any other assets, less any other liabilities. The
financial results presented herein include activity for the period from 1
January 2024 through 31 December 2024, referred to as "the year ended 31
December 2024".
Our Business
Symphony is an investment company incorporated under the laws of the British
Virgin Islands. The Company's shares were listed on the London Stock
Exchange on 3 August 2007. Symphony's investment objective is to create
value for shareholders through longer term strategic investments in high
growth innovative consumer businesses, primarily in the healthcare,
hospitality, lifestyle (including branded real estate developments),
logistics, education and new economy related sectors that are expected to be
fast growing in Asia, as well as through investments in special situations and
structured transactions.
In September 2023, the Company announced it adopted an updated strategy, being
the orderly realisation of its investments with a view to maximising return on
investment for Symphony's shareholders.
Symphony's Investment Manager is Symphony Asia Holdings Pte. Ltd. ("SAHPL").
The Company entered into an Investment Management Agreement with SAHPL as the
Investment Manager. Symphony Capital Partners Limited ("SCPL") is a service
provider to the Investment Manager.
SAHPL's licence for carrying on fund management in Singapore is restricted to
serving only accredited investors and/or institutional investors. Symphony
is an accredited investor.
Investments
At 31 December 2024, the total amount invested by Symphony since admission to
the Official List of the London Stock Exchange in August 2007 was US$644.52
million (2023: US$632.13 million). SIHL's total cost of its unrealised
investment portfolio after taking into account shareholder loan repayments,
redemptions, partial realisations, dividends and interest income was US$43.56
million at 31 December 2024, up from US$33.59 million a year earlier.
The change is due to (i) follow-on investments, including related to fund
commitments, amounting to US$12.39 million (ii) realisations of US$1.51
million and (iii) net dividends income of US$0.91 million.
The fair value of investments, excluding temporary investments, held by
Symphony was US$468.18 million at 31 December 2024, which compares to
US$390.23 million a year earlier. This change comprised an increase in the
value of listed and unlisted securities by US$67.08 million, new and follow-on
investments of US$12.39 million less realisations (including divestments,
shareholder loan repayments and return of capital) amounting to US$1.51
million.
Cost and fair value of investments by sector
2024
Cost(1) Fair value NAV(3)
US$'000 US$'000 %
Healthcare 18,693 98,318 22.44%
Hospitality (245,084) 46,264 10.56%
Lifestyle(4) 61,523 17,252 3.94%
Education 27,883 18,285 4.17%
Logistics 35,278 69,148 15.78%
Lifestyle / Real Estate(4) 94,802 180,022 41.09%
New economy 50,468 38,887 8.88%
Subtotal 43,563 468,176 106.86%
Temporary investments(2) (30,105) (6.86%)
Net asset value 438,071 100.00%
2023 (Restated)(4)
Cost(1) Fair value NAV(3)
US$'000 US$'000 %
Healthcare 17,229 59,166 15.52%
Hospitality (244,143) 52,545 13.78%
Lifestyle(4) 63,002 23,680 6.21%
Education 26,793 15,319 4.02%
Logistics 35,278 74,591 19.56%
Lifestyle / Real Estate(4) 88,660 128,419 33.68%
New economy 46,774 36,507 9.58%
Subtotal 33,593 390,227 102.35%
Temporary investments(2) (8,965) (2.35%)
Net asset value 381,262 100.00%
(1) Cost of investments includes all unrealized investments after
deducting shareholder loan repayments, redemptions, partial realisations,
dividends and interest income. This adjusted figure more accurately reflects
the capital invested after accounting for returns over the life of the
investment.
(2) Temporary investments include cash and cash equivalents and is net
of accounts receivable and payable.
(3) NAV is based on the sum of our cash and cash equivalents, temporary
investments, the fair value of unrealised investments (including investments
in subsidiaries and associates) and any other assets, less all liabilities.
(4) In previous reporting LHV was included in Lifestyle sector as part
of the Liaigre Group. LHV has been separated from the Liaigre Group and
included in the Life/ Real Estate sector for 2023 and 2024 cost and fair value
by sector.
As at 31 December 2024, we had the following investments:
ASG
ASG Hospital Private Limited ("ASG") is a full-service eye-healthcare provider
with operations in India, Africa, and Nepal. ASG was co-founded in Rajasthan,
India in 2005 by Dr. Arun Singhvi and Dr. Shashank Gang. ASG's operations have
since grown to 150 clinics, which offer a full range of eye-healthcare
services, including outpatient consultation and a full suite of inpatient
procedures (cataract, retina surgeries, Lasik, glaucoma, cornea and other
complicated eye surgeries). ASG also operates an optical and pharmacy
business, which is located within its clinics.
Consultation and surgical volumes continue to grow at ASG hospitals and at
Vasan Health Care Pvt. Ltd ("Vasan"), which was consolidated in March 2023.
The integration and revitalization of Vasan, which added 90 clinics to the
group, is on track. ASG raised funds from existing shareholders in early 2025
to facilitate the execution of a pipeline of organic and inorganic
opportunities. Improving margins at Vasan is expected to be a key profit
driver for the group in the coming years.
Symphony's net investment cost in ASG was US$5.11 million at 31 December 2024
(2023: US$3.65 million). The fair value of Symphony's investment on the same
date was US$83.63 million (2023: US$40.97 million). The increase in value is
due to growth in EBITDA. Symphony participated with other shareholders at the
end of 2024 to purchase secondary shares in the company.
Minuet Limited
Minuet Ltd ("Minuet") is a joint venture between the Company and an
established Thai partner. The Company has a direct 49% interest in the venture
and is considering several development and/or sale options for the land owned
by Minuet, which is located in close proximity to central Bangkok, Thailand.
As at 31 December 2024 Minuet held approximately 186.75 rai (29.88 hectares)
of land in Bangkok, Thailand.
The Company initially invested approximately US$78.30 million by way of an
equity investment and interest-bearing shareholder loans. Since the initial
investment by the Company, Minuet has received proceeds from rental income and
partial land sales. As at 31 December 2024, the Company's investment cost (net
of shareholder loan repayments) was approximately US$13.13 million (2023:
US$13.13 million). The fair value of the Company's interest in Minuet on the
same date was US$83.42 million (2023: US$61.76 million) based on an
independent third-party valuation of the land plus the net value of the other
assets and liabilities of Minuet. The change in value of Symphony's interest
is due to an appreciation in land value driven by higher transacted prices
paid for comparable land used in the independent third-party valuation report.
Indo Trans Logistics Corporation
Indo Trans Logistics Corporation ("ITL") was founded in 2000 as a
freight-forwarding company and has since grown to become Vietnam's largest
independent integrated logistics company with a network that is spread across
Vietnam, Cambodia, Laos, Myanmar, and Thailand. ITL has grown to national
champion status in Vietnam.
The business continued to recover during 2024 with domestic consumption and
trade improving. Revenue and EBITDA grew 22.61% and 40.03% in 2024
year-over-year. Freight volumes are forecast to grow further in 2025 and the
Vietnamese economy is expected to benefit from government stimulus policies
and strong foreign direct investment. ITL is strategically expanding in areas
of the business to benefit from the ongoing recovery. Management have also
been successful in improving efficiency that has benefited the groups margins.
Symphony acquired a significant minority interest in Indo Trans Logistics
Corporation ("ITL") in June 2019 for US$42.64 million and had a net cost of
US$35.28 million at 31 December 2024 (2023: US$35.28 million). The fair value
of Symphony's interest in ITL on the same date was US$69.15 million, which
compares to US$74.59 million at 31 December 2023. The change in value is due
to a decrease in market the median of comparable company multiples used to
value the investment by 28.52%, a depreciation in Vietnamese dong by 4.77% and
reduced cash on the balance sheet, which was partially offset by an increase
in EBITDA.
Liaigre Hospitality Ventures Limited
Liaigre Hospitality Ventures Limited ("LHV") is a joint venture with the
shareholders of the Liaigre Group ("Liaigre") that is developing a residential
and hospitality project in Florence, Italy. LHV entered into agreements to
acquire a majority interest in a development project in January 2022. After a
seven-year planning and approval process, building permits were received in
March 2024 that allow for a luxury 89-room hotel with 11 branded residences,
which will be sold as part of the project. The property consists of several
historical and two new buildings, which interior design is by the renowned
Liaigre Design Studio. Construction is underway and the hotel is expected to
open in late 2027 under the management of a five-star hotel operator.
Symphony's gross investment cost in Liaigre was US$19.21 million at 31
December 2024 (2023: US$13.07 million). The fair value of Symphony's
investment at 31 December 2024 was US$53.26 million (2023: US$13.18 million).
The investment was fair valued at 31 December 2024 by an independent third
party valuer. Symphony invested US$6.14 million in the LHV in 2024 and it
expects to fund a further €8-10 million over the next two years for its
share of development costs.
Minor International Public Company Limited
Minor International Public Company Limited ("MINT") is a diversified consumer
business and is one of the largest hospitality and restaurant companies in the
Asia-Pacific region. MINT is a company that is incorporated under the laws
of Thailand and is listed on the Stock Exchange of Thailand.
MINT owns 372 hotels and manages 190 other hotels and serviced suites with
81,344 rooms. MINT owns and manages hotels in 58 countries predominantly
under its own brand names that include Anantara, Oaks, NH Collection, NH
Hotels, nhow, Elewana, AVANI, Per AQUUM and Tivoli.
As at 31 December 2024, MINT also owned and operated 2,699 restaurants under
the brands The Pizza Company, Swensen's, Sizzler, Dairy Queen, Burger King,
Beijing Riverside, Thai Express, Bonchon, Benihana and The Coffee Club amongst
others. Approximately 77% of these outlets are in Thailand with the remaining
number in other Asian countries, the Middle East, Mexico, Canada and Europe.
MINT's operations also include contract manufacturing and an international
consumer brand distribution business in Thailand focusing on fashion and
lifestyle retail, wholesale and direct marketing channels under brands that
include Anello, Bossini, Charles & Keith and Zwilling J.A. Henckels
amongst others.
MINT reported its highest ever core net profit that was driven by a strong
performance of hotel and restaurant operations. Core revenue and EBITDA grew
by 8.18% and 4.28%, respectively, in 2024 year-over-year. Growth in global
tourism and a successful pricing strategy increased revenue per available room
at hotel properties in Europe and Asia. Performance was further enhanced with
new properties that added over three thousand rooms to the groups inventory.
Meanwhile, increased customer traffic and transaction volumes at restaurant
outlets in Thailand and Singapore contributed to total system sales growth.
This was driven by new product launches, marketing campaigns, outlet expansion
and successful loyalty programs.
Symphony's gross investment cost in MINT was US$82.82 million at 31 December
2024 (2023: US$82.82 million). The net cost on the same date, after deducting
partial realisations and dividends received, was (US$244.08 million) (2023:
(US$244.14 million)). The negative net cost is due to the proceeds from
partial realisations and dividends being in excess of cost for this
investment. The fair value of Symphony's investment in MINT at 31 December
2024 was US$46.26 million (2023: US$52.55 million). The change in value is
predominantly due to a decrease in share price by 11.97%.
Other Investments
In addition to the investments above, Symphony has 16 additional non-material
investments at 31 December 2024. Pending investment in suitable
opportunities, Symphony has placed funds in certain temporary investments.
Capitalisation and NAV
As at 31 December 2024, the Company had US$409.7 million (2023: US$409.7
million) in issued share capital and its NAV was US$438.07 million (2023:
US$381.26 million). Symphony's NAV is the sum of its cash and cash
equivalents, temporary investments, the fair value of unrealised investments
(including investments in subsidiaries, associates and joint ventures) and any
other assets, less any other liabilities. The unaudited financial statements
contained herein may not account for the fair value of certain unrealised
investments. Accordingly, Symphony's NAV may not be comparable to the net
asset value in the unaudited financial statements. The primary measure of
SIHL's financial performance and the performance of its subsidiaries will be
the change in Symphony's NAV per share resulting from changes in the fair
value of investments.
Symphony was admitted to the Official List of the London Stock Exchange
("LSE") on 3 August 2007 under Chapter 14 of the Listing Manual of the LSE.
The proceeds from the IPO amounted to US$190 million before issue expenses
pursuant to which 190.0 million new shares were issued in the IPO. In
addition to these 190.0 million shares and 94.9 million shares pre-IPO, a
further 53.4 million shares were issued comprising of the subscription of 13.2
million shares by investors and SIHL's investment manager, the issue of 33.1
million bonus shares, and the issue of 7.1 million shares to SIHL's investment
manager credited as fully paid raising the total number of issued shares to
338.3 million.
The Company issued 4,119,490 shares, 2,059,745 shares, 2,059,745 shares and
2,059,745 shares on 6 August 2010, 21 October 2010, 4 August 2011 and 23
October 2012, respectively, credited as fully paid, to the Investment Manager,
Symphony Investment Managers Limited. The shares were issued as part of the
contractual arrangements with the Investment Manager.
On 4 October 2012, SIHL announced a fully underwritten 0.481 for 1 rights
issue at US$0.60 per new share to raise proceeds of approximately US$100
million (US$93 million net of expenses) through the issue of 166,665,997
million new shares, fully paid, that commenced trading on the London Stock
Exchange on 22 October 2012.
As part of the contractual arrangements with the Investment Manager in the
Investment Management Agreement, as amended, the Investment Manager was
granted 82,782,691 and 41,666,500 share options to subscribe for ordinary
shares at an exercise price of US$1.00 and US$0.60 on 3 August 2008 and 22
October 2012, respectively. The share options vest in equal tranches over a
five-year period from the date of grant. As at 31 December 2018, 41,666,500
share options with an exercise price of US$0.60 had been exercised and all the
82,782,691 options had lapsed and expired. There were no share options
outstanding at 31 December 2024.
During 2017, 43,525,000 shares were bought back and cancelled, as part of a
share buyback programme announced on 16 January 2017. Together with the
shares issued to the Investment Manager, the shares issued pursuant to the
rights issue, shares issued pursuant to the exercise of options and shares
cancelled pursuant to the share buyback programme, the Company's fully paid
issued share capital was 513.4 million shares at 31 December 2024 (2023: 513.4
million shares).
Revenue and Other Operating Income
Management concluded during 2014 that the Company meets the definition of an
investment entity and adopted IFRS 10, IFRS 12 and IAS 27 standards where
subsidiaries are de-consolidated and their fair value is measured through
profit or loss. As a result, revenue, such as dividend income, from
underlying investments in subsidiaries is no longer consolidated.
During 2024, Symphony recognised other operating income of US$48.56 million
(2023: US$12.28 million) that mainly comprised intercompany dividend
transactions and interest income on cash balances.
Expenses
Other Operating Expenses
Other operating expenses include fees for professional services, interest
expense, insurance, communication, foreign exchange losses, travel, Directors'
fees and other miscellaneous expenses and costs incurred for analysis of
proposed deals. For the year ended 31 December 2024, other operating
expenses amounted to US$1.81 million (2023: US$1.44 million), which includes
US$0.95 million in unrealised foreign exchange losses. Excluding foreign
exchange losses and interest expense, other operating expenses in 2024 and
2023 would be US$0.86 million and US$1.10 million, respectively.
Management Fee
The management fee amounted to US$8.82 million for the year ended 31 December
2024 (2023: US$9.66 million). The management fee was calculated on the basis
of 2.25% of NAV with a cap of US$15 million per annum. A floor on the
management fee of US$6 million per annum was removed in September 2023
following the Company's adoption of an updated strategy.
Liquidity and Capital Resources
At 31 December 2024, Symphony's cash balance was US$0.32 million (2023:
US$9.09 million). Symphony's primary uses of cash are to fund investments,
pay expenses and to make distributions to shareholders, as declared by our
board of directors. Symphony can generate additional cash from time-to-time
from the sale of listed securities that are liquid and amount to US$46.26
million (2023: US$52.55 million). Taking into account current market
conditions, it is expected that Symphony has sufficient liquidity and capital
resources for its operations. The primary sources of liquidity are capital
contributions received in connection with the initial public offering of
shares, related transactions and a rights issue (See description under
"Capitalisation and NAV"), in addition to cash from investments that it
receives from time to time and bank facilities.
This cash from investments is in the form of dividends on equity investments,
payments of interest and principal on fixed income investments and cash
consideration received in connection with the disposal of investments.
Temporary investments made in connection with Symphony's cash management
activities provide a more regular source of cash than less liquid longer-term
and opportunistic investments, but generate lower expected returns.
Other than using cash from investments to pay expenses or make distributions
to our shareholders, the intention is to not use proceeds for any new
investments, other than any follow-on investments associated with existing
investments only where consistent with the updated strategy. Symphony may
enter into one or more credit facilities and/or utilise other financial
instruments from time to time with the objective of increasing the amount of
cash that Symphony has available for working capital or for making
opportunistic or temporary investments. At 31 December 2024, the Company had
interest-bearing borrowings of US$13.62 million (2023: nil).
Principal Risks
The Company's and the Company's investment management team's past performance
is not necessarily indicative of the Company's future performance and any
unrealised values of investments presented in this document may not be
realised in the future.
The Company is not structured as a typical private equity vehicle (it is
structured as a permanent capital vehicle), and thus may not have a comparable
investment strategy. The investment opportunities for the Company are more
likely to be as a long-term strategic partner in investments, which may be
less liquid and which are less likely to increase in value in the short term.
The Company's organisational, ownership and investment structure may create
certain conflicts of interests (for example in respect of the directorships,
shareholdings or interests, including in portfolio companies that some of the
Directors and members of the Company's investment management team may have).
In addition, neither the Investment Manager nor any of its affiliates owes the
Company's shareholders any fiduciary duties under the Investment Management
Agreement between, inter alia, the Company and the Investment Manager. The
Company cannot assume that any of the foregoing will not result in a conflict
of interest that will have a material adverse effect on the business,
financial condition and results of operations.
The Company is highly dependent on the Investment Manager, the Key Persons (as
defined in the Investment Management Agreement) and the other members of the
Company's investment management team and the Company cannot assure
shareholders that it will have continued access to them or their undivided
attention, which could affect the Company's ability to achieve its investment
objectives.
The Investment Manager's remuneration is based on the Company's NAV (subject
to a maximum amount and a minimum amount, which was removed following an
announced change in strategy in September 2023) and is payable even if the NAV
does not increase, which could create an incentive for the Investment Manager
to increase or maintain the NAV in the short term (rather than the long-term)
to the potential detriment of Shareholders.
The Company's investment policies contain no requirements for investment
diversification and its investments could therefore be concentrated in a
relatively small number of portfolio companies in the Healthcare, Hospitality,
Lifestyle (including branded real estate developments), logistics and
education sectors predominantly in Asia.
The Company has made, and may continue to make, investments in companies in
emerging markets, which exposes it to additional risks (including, but not
limited to, the possibility of exchange control regulations, political and
social instability, nationalisation or expropriation of assets, the imposition
of taxes, higher rates of inflation, difficulty in enforcing contractual
obligations, fewer investor protections and greater price volatility) not
typically associated with investing in companies that are based in developed
markets.
Furthermore, the Company has made, and may continue to make, investments in
portfolio companies that are susceptible to economic recessions or
downturns. Such economic recessions or downturns may also affect the
Company's ability to obtain funding for additional investments.
The Company's investments include investments in companies that it does not
control and/or made with other co-investors for financial or strategic
reasons. Such investments may involve risks not present in investments where
the Company has full control or where a third party is not involved. For
example, there may be a possibility that a co-investor may have financial
difficulties or become bankrupt or may at any time have economic or business
interests or goals which are inconsistent with those of the Company or may be
in a position to take or prevent actions in a manner inconsistent with the
Company's objectives. The Company may also be liable in certain
circumstances for the actions of a co-investor with which it is associated.
In addition, the Company holds a non-controlling interest in certain
investments, and therefore, may have a limited ability to protect its position
in such investments.
A number of the Company's investments are currently, and likely to continue to
be, illiquid and/ or may require a long-term commitment of capital. The
Company's investments may also be subject to legal and other restrictions on
resale. The illiquidity of these investments may make it difficult to sell
investments if the need arises.
The Company's real estate related investments may be subject to the risks
inherent in the ownership and operation of real estate businesses and
assets. A downturn in the real estate sector or a materialization of any of
the risks inherent in the real estate business and assets could materially
adversely affect the Company's real estate investments. The Company's
portfolio companies also anticipate selling a significant proportion of
development properties prior to completion. Any delay in the completion of
these projects may result in purchasers terminating off-plan sale agreements
and claiming refunds, damages and/or compensation.
The Company is exposed to foreign exchange risk when investments and/ or
transactions are denominated in currencies other than the U.S. dollar, which
could lead to significant changes in the net asset value that the Company
reports from one quarter to another.
The Company's investment policies and procedures (which incorporate the
Company's investment strategy) provide that the Investment Manager should
review the Company's investment policies and procedures on a regular basis
and, if necessary, propose changes to the Board when it believes that those
changes would further assist the Company in achieving its objective of
building a strong investment base and creating long term value for its
Shareholders. The decision to make any changes to the Company's investment
policy and strategy, material or otherwise, rests with the Board in
conjunction with the Investment Manager and Shareholders have no prior right
of approval for material changes to the Company's investment policy.
Investments in connection with special situations and structured transactions
typically have shorter operating histories, narrower product lines and smaller
market shares than larger businesses, which tend to render them more
vulnerable to competitors' actions and market conditions, as well as general
economic downturns. Investments that fall into this category tend to have
relatively short holding periods and entail little or no participation in the
board of the company in which such investments may be made. Special
situations and structured transactions in the form of fixed debt investments
also carry an additional risk that an increase in interest rates could
decrease their value.
The Company's current investment policies and procedures provide that it may
invest an amount of no more than 30% of its total assets in special situations
and structured transactions which, although they are not typical longer-term
investments, have the potential to generate attractive returns and enhance the
Company's net asset value. Following the Company's investment, it may be
that the proportion of its total assets invested in longer-term investments
falls below 70% and the proportion of its total assets invested in special
situations and structured transactions exceeds 30% due to changes in the
valuations of the assets, over which the Company has no control.
Pending the making of investments, the Company's capital will need to be
temporarily invested in liquid investments and managed by a third-party
investment manager of international repute or held on deposit with commercial
banks before they are invested. The returns that temporary investments are
expected to generate and the interest that the Company will earn on deposits
with commercial banks will be substantially lower than the returns that it
anticipates receiving from its longer-term investments or special situations
and structured transactions.
In addition, while the Company's temporary investments will be relatively
conservative compared to its longer- term investments or special situations
and structured transactions, they are nevertheless subject to the risks
associated with any investment, which could result in the loss of all or a
portion of the capital invested.
The Investment Manager has identified but has not yet contracted to make
further potential investments. The Company cannot guarantee shareholders
that any or all of these prospective investments will take place in the
future.
The market price of the Company's shares may fluctuate significantly, and
shareholders may not be able to resell their shares at or above the price at
which they purchased them.
The Company's shares are currently trading, and have in the past traded, and
could in the future trade, at a discount to NAV for a variety of reasons,
including due to market conditions. The only way for shareholders to realise
their investment is to sell their shares for cash. Accordingly, in the event
that a shareholder requires immediate liquidity, or otherwise seeks to realise
the value of his investment through a sale, the amount received by the
shareholder upon such sale may be less than the underlying NAV of the shares
sold.
The Company could be materially adversely affected by the widespread outbreak
of infectious disease or other public health crises (or by the fear or
imminent threat thereof). Public health crises such as SARS, H1N1/09 flu,
avian flu, Ebola, and the COVID-19 pandemic, together with any related
containment or other remedial measures undertaken or imposed, could have a
material and adverse effect on the Company including by (i) disrupting or
otherwise materially adversely affecting the human capital, business
operations or financial resources of the Company, the Company's portfolio
companies, the Investment Manager or service providers and (ii) adversely
affect the ability, or the willingness, of a party to perform its obligations
under its contracts and lead to uncertainty over whether such failure to
perform (or delay in performing) might be excused under so-called "material
adverse change," force majeure and similar provisions in such contracts that
could cause a material impact to the Company, the Company's portfolio
companies, the Investment Manager or service providers and (iii) severely
disrupting global, national and/or regional economies and financial markets
and precipitating an economic downturn or recession that could materially
adversely affect the value and performance of the Company's shares.
The Company's business could be materially affected by conditions in the
global capital markets and the economy generally. Geopolitical issues,
including wars and related international response measures may have a negative
impact on regional and global economic conditions, as a result of disruptions
in foreign currency markets and increased energy and commodity prices. This
could in turn have a spill-over effect on the Company's portfolio companies,
such as reducing demand for products or services offered by the portfolio
companies and/or cause for example, higher operating and financing costs.
BOARD OF DIRECTORS
Georges Gagnebin
Mr. Gagnebin is based in Verbier, Switzerland and was appointed to the Board
of the Company on 8 July 2007, and to the position of Chairman of the Company
on 27 November 2019. He acted as the Chairman of the Board of Pâris Bertrand
(Europe) S.A., Luxembourg between 2016 and 2020. He was also the Chairman of
the Board of Banque Pâris Bertrand S.A., Geneva between 2012 and 2020. In
2005, he joined the Julius Baer Group Ltd. where he was a Vice-chairman of
Julius Baer Holding Ltd. and Bank Julius Baer & Co Ltd. and, more
recently, Chairman of the Board of Directors of Infidar Investment Advisory
Ltd., a member company of Julius Baer Group Ltd.
Prior to joining the Julius Baer Group in 2005, Mr. Gagnebin held several
executive positions at UBS AG, including Head of International Clients Europe,
Middle East and Africa, in the private banking division, a member of the Group
Managing Board, a member of the Group Executive Board, Chief Executive Officer
of Private Banking, Chairman of Wealth Management and Business Banking, and
the Vice- chairman of SBC Wealth Management AG. From 1969 to 1998, Mr.
Gagnebin held various positions at the Swiss Bank Corporation, including
serving as member of the management committee. He was awarded an official
diploma as a Swiss certified Banking Expert in 1972.
Samer Z. Alsaifi
Mr. Alsaifi is currently the Vice-chairman and a Partner of Alcazar Capital
Limited, a private equity and advisory platform regulated by the Dubai
Financial Services Authority. He brings extensive capital markets experience
to the Company's board having previously held roles in corporate finance,
private banking, asset management and private equity in the United States.
Prior to Alcazar Capital Limited, Mr. Alsaifi was an Executive Director and
Advisor at Morgan Stanley Wealth Management in Dubai. Before that, he was the
CEO of DIC Asset Management, the wholly-owned subsidiary of Dubai
International Capital LLC, the Dubai Sovereign Wealth Fund. He has also held
roles at the Arab Bank Plc in Jordan and Singapore and Manufacturers Hanover
Trust in New York.
Mr. Alsaifi has a BA in Management and Finance from Southeastern Louisiana
University, and has completed an Executive Management Program at Harvard
University.
Oliviero Bottinelli
Mr. Bottinelli is based in Singapore and was appointed to the Board of the
Company on 27 November, 2019. Mr. Bottinelli currently overseas Imagine
Capital Pte Ltd, a private family office which is involved in asset, property
and corporate management. He also serves on the Board of Directors of Audemars
Piguet and BP de Silva Holdings.
His previous positions include Chief Executive Officer of Audemars Piguet for
Asia Pacific and Executive at BP de Silva Holdings Pte Ltd. Mr. Bottinelli
graduated (magna cum laude) from the Business School of Lausanne in
Switzerland with a degree in Business Administration.
Anil Thadani
Mr. Thadani is based in Singapore and was appointed to the Board of the
Company on 16 February 2004. He is also the Chairman of the Investment
Manager. Mr. Thadani has worked in the Asia-Pacific region since 1975 and has
been involved in Asian private equity since 1981 when he cofounded one of the
first private equity investment companies in Asia. In 1992 he founded Schroder
Capital Partners, which became the Asian arm of the Schroder Ventures Group
until 2004, when he formed the Symphony group of companies. Before entering
private equity in 1981, Mr. Thadani began his career as a research engineer
with Chevron Chemical Company in California. Mr. Thadani subsequently worked
for Bank of America in the United States, Japan, the Philippines and Hong
Kong. He has served on the boards of several private and public companies in
Asia, Europe and North America and continues to represent the Company on the
boards of its portfolio companies. Mr. Thadani was appointed non- executive
Chairman of Alcazar Capital Limited, a private equity firm regulated by the
Dubai Financial Services Authority in March 2018. He served as a member of the
Board of Trustees of Singapore Management University for some 13 years and as
Chairman of its Institute for Innovation & Entrepreneurship. Mr. Thadani
has a B Tech in Chemical Engineering from the Indian Institute of Technology,
Madras, an MS in Chemical Engineering from the University of Wisconsin,
Madison, and an MBA from the University of California at Berkeley.
Sunil Chandiramani
Mr. Chandiramani is based in Hong Kong and was appointed to the Board of the
Company on 16 February 2004. He is Chief Executive Officer of Symphony Capital
Partners Limited and a Non-Executive Director of the Investment Manager,
Symphony Asia Holdings Limited. Mr. Chandiramani has over 37 years'experience
in private equity and related investment experience across multiple industry
sectors in Asia and the United States. Mr. Chandiramani's experience in Asian
private equity was initially as a partner with Arral & Partners and
subsequently with Schroder Capital Partners. Prior to that, he worked on
leveraged buy-outs and acquisitions for the Structured Finance Group at
Bankers Trust Company in New York. Mr. Chandiramani holds a BCom (Hons) from
the Shri Ram College of Commerce, Delhi University, and an MBA from the
Wharton School of the University Pennsylvania.
DIRECTORS' REPORT
The Directors submit their Report together with the Company's Statement of
Financial Position, Statement of Comprehensive Income, Statement of Changes in
Equity, Statement of Cash Flows, and the related notes for the year ended 31
December 2024, which have been prepared in accordance with International
Financial Reporting Standards ("IFRS") adopted by the International Accounting
Standards Board ("IASB") and are in agreement with the accounting records of
the Company, which have been properly kept in accordance with the BVI Business
Companies Act 2004.
Corporate Governance
The Company is incorporated under the laws of the British Virgin Islands. On 3
August 2007, the Company was admitted to the official list of the London Stock
Exchange pursuant to a Secondary Listing under Chapter 14 of the Listing Rules
and its securities were admitted for trading on the London Stock Exchange's
Main Market. In April 2010, the UK listing regime was restructured into
Premium and Standard Listing categories. The Company is in the Standard
Listing Category constituent. Details of the share capital of the Company are
disclosed in the financial statements.
As the Company is incorporated in the British Virgin Islands, and being a
Standard Listing Category constituent, it is not required to comply with the
requirements of the UK Combined Code on Corporate Governance published by the
Financial Reporting Council (the "Code"). However, the Company is required to
prepare a corporate governance statement. There is no published corporate
governance regime equivalent to the Code in the British Virgin Islands.
However, the Board is committed to ensuring that proper standards of corporate
governance and has established governance procedures and policies that it
believes and considers appropriate having regard to the nature, size and
resources of the Company. The following explains how the relevant principles
of governance are applied to the Company.
The Board currently has five members, of which a majority, including the Board
Chairman, are independent directors. The Board members will have regard to
their obligations to act in the best interests of the Company should potential
conflicts of interest arise.
Mr. Georges Gagnebin, joined Symphony as an Independent Director in July 2007
and was appointed to the position of Chairman of the Company on 27 November
2019. Mr. Gagnebin has more than 50 years of experience in banking and private
wealth management. He acted as the Chairman of the Board of Pâris Bertrand
(Europe) S.A., Luxembourg between 2016 and 2020. He was also the Chairman of
the Board of Banque Pâris Bertrand S.A., Geneva between 2012 and 2020. In
2005, he joined the Julius Baer Group Ltd. where he was a Vice-Chairman of
Julius Baer Holding Ltd and Bank Julius Baer & Co Ltd and, more recently,
Chairman of the board of directors of Infidar Investment Advisory Ltd., a
member company of Julius Baer Group Ltd.
The other independent directors are Mr. Samer Z. Alsaifi and Mr. Oliviero
Roger Bottinelli. Mr. Alsaifi is Vice-Chairman and a Partner of Alcazar
Capital Limited, a private equity and advisory platform regulated by the Dubai
Financial Services Authority. Mr. Oliviero Bottinelli oversees Imagine Capital
Limited, a private family office which is involved in asset, property and
corporate management. He also serves on the Board of Audemars Piguet. The
other members of the Board are Mr. Anil Thadani and Mr. Sunil Chandiramani who
have over 43 years and 37 years of experience in private equity, respectively.
The Board has extensive experience relevant to the Company and any change in
the Board composition can be managed without undue interruption.
The Directors currently do not have a fixed term of office and there are
specific provisions regarding the procedures for their appointment. The
Directors may be removed and replaced at any time subject to the following
procedure:
i. any proposal for the replacement or removal of one or more
Directors shall be considered by the Nominations Committee who shall assess
the suitability of the candidates proposed (and any Director who is the
subject of the removal proposal shall not participate in such assessment); and
ii. if the Nominations Committee approves the candidate(s) proposed
they shall convene a special meeting of the Board to vote on the removal and
replacement of the relevant Director(s).
Further, pursuant to the terms of the Investment Management Agreement and the
Articles of Association, if a Director who is also a Key Person is to be
replaced, a new Director to replace such Key Person Director shall be
nominated by the Investment Manager and the Board may reject such nomination
by the Investment Manager only if it would be illegal to accept such nominee
of the Investment Manager under any applicable law. The Board is responsible
for reviewing the financial performance and internal controls and monitoring
the overall strategy of the Company. In addition, the Board is responsible for
approving this annual financial report and the quarterly NAV reports during
the year.
The Board has two committees:
i. the Nominations Committee; and
ii. the Audit Committee.
The Nominations Committee has the duty of assessing the suitability of
candidates nominated by our Shareholders as replacement Directors. The
Nominations Committee comprises a majority of independent Directors. The
Chairman of the Nominations Committee is Mr. Georges Gagnebin. The other
Nominations Committee members are Mr. Anil Thadani and Mr. Oliviero
Bottinelli. If a member of the Nominations Committee has an interest in a
matter being deliberated upon by the Nominations Committee, he shall be
required to abstain from participating in the review and approval process of
the Nominations Committee in relation to that matter. If more than one member
of the Nominations Committee has an interest in a matter being deliberated,
then the non-interested Directors who are not members of the Nominations
Committee will participate in the review and approval process in relation to
that matter. The Nominations Committee met once during the year.
The Audit Committee assists the Board in overseeing the risk management
framework by reviewing any matters of significance affecting financial
reporting and internal controls of the Company, and has the duty of, among
other things:
i. assisting the Board in its oversight of the integrity of the
financial statements, the qualifications, independence and performance of the
independent auditors and compliance with relevant legal and regulatory
requirements;
ii. reviewing and approving with the external auditors their audit
plan, the evaluation of the internal accounting controls, audit reports and
any matters which the external auditors wish to discuss without the presence
of board members and ensuring compliance with relevant legal and regulatory
requirements;
iii. reviewing and approving with the internal auditors the scope and
results of internal audit procedures and their evaluation of the internal
control system;
iv. making recommendations to the Board on the appointment or
reappointment of external auditors, the audit fee and resignation or dismissal
of the external auditors; and
v. pre-approving any non-audit services provided by the external
auditors.
The Audit Committee comprises a majority of independent Directors. The
Chairman of the Audit Committee is Mr. Samer Alsaifi. The other Audit
Committee members are Mr. Georges Gagnebin and Mr. Sunil Chandiramani. If a
member of the Audit Committee has an interest in a matter being deliberated
upon by the Audit Committee, he shall abstain from participating in the review
and approval process of the Audit Committee in relation to that matter. If
more than one member of the Audit Committee has an interest in a matter being
deliberated, then the non-interested Directors who are not members of the
Audit Committee will participate in the review and approval process in
relation to that matter. The Audit Committee met four times during the year.
Each Committee and each Director has the authority to seek independent
professional advice where necessary to discharge their respective duties in
each case at the Company's expense. The Board understands its responsibility
for ensuring that there are sufficient, appropriate and effective systems,
procedures, policies and processes for internal control of financial
operational compliance and risk management matters. The Board meets regularly
during the year to receive from the Investment Manager an update on the
Company's investment activities and performance, together with reports on
markets and other relevant matters. In carrying out their responsibilities,
the Directors have put in place a framework of controls to ensure ongoing
financial performance is monitored in a timely and corrective manner and risk
is identified and mitigated to the extent practicably possible.
The Board periodically meets and had a total of four meetings during the year.
The Company has entered into an agreement with the Investment Manager. The key
responsibilities of the Investment Manager are to implement the investment
objectives of the Company.
Diversity Disclosure for Symphony International Holdings Limited
As of 31 December 2024, our board comprised five members. We have not met the
target of having at least 40% of the board members as women. Our current board
includes members with deep expertise in financial markets, particularly in
Asia, which is critical for implementing our updated strategy announced on 23
September 2023. Given this strategy to focus on the orderly realization of
investments and returning proceeds to shareholders, altering the board
composition at this time would not be prudent.
Numerical Diversity Data Disclosure
Below is the numerical data on the diversity of our board and executive
management.
Number of board members Percentage of the board Number of senior positions on the board (CEO, CFO, SID and Chair) Number in executive management* Percentage of executive management
Men 5 100% 3 2 20%
Women 0 0% 0 0 0%
Other 0 0% 0 0 0%
White British or other White (including minority-white groups) 2 40% 1 0 0%
Mixed / multiple ethnic groups 0 0% 0 0 0%
Asian / Asian British 2 40% 2 2 20%
Black / African / Caribbean / Black British 0 0% 0 0 0%
Other ethnic group 1 20% 0 0 0%
*The Company is managed by the Investment Manager, which certain members
comprise the executive management team.
Explanation of Data Collection Approach
We collected this data through a self-reporting process, where individuals
were asked to identify their ethnic background and gender identity or sex
using the categories provided in UKLR 22 Annex 1. The questions were designed
to ensure clarity and respect for individual preferences
Directors' Responsibility Statement
We, the directors of Symphony International Holdings Limited, confirm that to
the best of our knowledge:
(a) the condensed financial statements give a true and fair view of the
assets, liabilities, financial position and profit or loss of the Company as
required by DTR 4.2.4R; and
(b) the condensed financial results include a fair review of
information required by:
(i) DTR 4.2.7R of the Disclosure and Transparency Rules, being an
indication of important events that have occurred during the financial year
and their impact on the financial statements, and a description of the
principal risks and uncertainties; and
(ii) DTR 4.2.8R of the Disclosure and Transparency Rules, being
related party transactions that have taken place in the current financial year
and that have materially affected the financial position or performance of the
Company during that period, and any changes in the related party transactions
described in the last annual report that could do so.
For and on behalf of the Board of Directors
GEORGES GAGNEBIN
Chairman, Symphony International Holdings Limited
ANIL THADANI
Chairman, Symphony Asia Holdings Pte. Ltd. Director, Symphony International
Holdings Limited
28 March 2025
CORPORATE INFORMATION
COMPANY CORRESPONDENCE ADDRESS
Symphony International Holdings Limited Care of: Symphony Asia Holdings Pte. Ltd.
200 Newton Road
#07-01 Newton 200
Singapore 307983
DIRECTORS SHARE REGISTRAR AND SHARE TRANSFER AGENT
MUFG Corporate Markets ( Guernsey) Limited
Mont Crevelt House
Georges Gagnebin
Bulwer Avenue
Chairman and Independent Director
St. Sampson, Guernsey
GY2 4LH
Samer Z. Alsaifi
Independent Director
Oliviero Bottinelli
Independent Director
Anil Thadani
Sunil Chandiramani
REGISTERED OFFICE IN THE BRITISH VIRGIN ISLANDS INVESTMENT MANAGER
Vistra Corporate Services Centre
Wickhams Cay II Symphony Asia Holdings Pte. Ltd.
Road Town, Tortola VG1110
200 Newton Road #07-01 Newton 200
British Virgin Islands
Singapore 307983
REGISTERED AGENT AUDITORS
Vistra (BVI) Limited KPMG LLP
Vistra Corporate Services Centre Public Accountants and Chartered Accountants
Wickhams Cay II 12 Marina View
Road Town, Tortola VG1110
Asia Square Tower 2 #15-01
British Virgin Islands Singapore 018961
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 2024, 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 FS40.
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 2024
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 16 to the financial statements, page FS25 et seq.)
The key audit matter How the matter was addressed in our audit
The Company's investments are measured at fair value and amount to US$453 As part of our audit procedures, we have:
million (2023: US$373 million) as at 31 December 2024. 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$422 million
(2023: US$338 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.
· For land related investments, evaluated the valuers' independence and
The uncertain economic environment has caused significant estimation qualification; and involved our KPMG employed valuation specialist to assess
uncertainty and as a result, there is increased judgement in forecasting cash appropriateness of key assumptions and parameters against externally derived
flows used in the discounted cash flow models, and maintainable earnings or data;
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
be considered. · Our KPMG employed valuation specialist has assessed the appropriateness
of the internal models used to value the operating businesses, except for
investments valued based on the price of a recent transaction;
The Company used external valuers to measure the fair value of the land
related investments. The Company used internal models to value the operating
businesses. · For operating businesses valued using the comparable enterprise model,
checked consistency of earnings before interest, tax, depreciation and
amortisation ('EBITDA') or revenue multiples and share prices to publicly
available information;
· For land related investments in Thailand and Japan, the external
valuers applied the comparable valuation method with the price per square
metre as the parameter.
· For operating businesses which uses the option pricing model as a
secondary valuation technique, involved our KPMG employed valuation specialist
in assessing the liquidation preference of each instrument by agreeing to
· For land related investment in Italy, the external valuer applied underlying agreements and term sheets;
the discounted cash flow method to determine the fair value using projected
revenue and expenses, terminal growth rate and weighted average cost of
capital ('WACC') as key assumptions and parameters.
Valuation of financial assets at fair value through profit or loss (Level 3)
(Refer to Note 16 to the financial statements, page FS25 et seq.)
The key audit matter How the matter was addressed in our audit
· For operating businesses in Thailand, France, India and Vietnam, · For operating businesses valued using the discounted cash flow method,
the Company measured the investments using the comparable enterprise model. An challenged the Company's assessment of the impact of the uncertain economic
option pricing method using the Black Scholes model is applied to certain environment on cash flows and the reasonableness of key assumptions used
investments where instruments have different rights/terms as a secondary including projected revenue and expenses by corroborating to past performance
valuation technique to allocate the equity value based on different and market data; and
breakpoints (strikes) using market volatility and risk-free rate parameters.
· Involved our KPMG employed valuation specialist in assessing the
· For greenfield operating businesses in Thailand and Malaysia, the appropriateness of comparable enterprises and challenging key assumptions such
Company used a discounted cash flow method to determine the fair value, using as the discount used for the lack of marketability, WACC, terminal growth
projected revenue and expenses, terminal growth rate and weighted average cost rate, volatility and risk-free rate, taking into consideration economic
of capital ('WACC') as key input parameters. For land held for sale by a uncertainty, and corroborated the reasons for any unexpected movements from
greenfield operating business, the external valuer applied the comparable prior valuations.
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
28 March 2025
Statement of financial position
As at 31 December 2024
Note 2024 2023
US$'000 US$'000
Non-current assets
Financial assets at fair value through profit or loss 4 452,736 372,655
Prepayment * *
452,736 372,655
Current assets
Other receivables and prepayments 5 61 70
Cash and cash equivalents 6 316 9,093
377 9,163
Total assets 453,113 381,818
Equity attributable to equity holders
of the Company
Share capital 7 409,704 409,704
Retained earnings/(Accumulated losses) 28,487 (28,311)
Total equity carried forward 438,191 381,393
Current liabilities
Interest-bearing borrowings 8 13,621 -
Other payables 9 1,301 425
Total liabilities 14,922 425
Total equity and liabilities 453,113 381,818
* Less than US$1,000
The financial statements were approved by the Board of Directors on 28 March
2025.
Anil
Thadani
Sunil Chandiramani
Director
Director
Statement of comprehensive income
Year ended 31 December 2024
Note 2024 2023
US$'000 US$'000
Other operating income 48,564 12,280
Other operating expenses (1,811) (1,441)
Management fees (8,822) (9,664)
Profit before investment results and income tax 37,931 1,175
Fair value changes in financial assets at fair value 18,856 (103,410)
through profit or loss
Profit/(Loss) before income tax 10 56,787 (102,235)
Income tax expense 11 - -
Profit/(Loss) for the year 56,787 (102,235)
Other comprehensive income for the year, net of tax - -
Total comprehensive income for the year 56,787 (102,235)
Earnings per share:
US Cents US Cents
Basic 12 11.06 (19.91)
Diluted 12 11.06 (19.91)
Statement of changes in equity
Year ended 31 December 2024
Share Retained earnings/ (Accumulated losses) Total
capital
equity
US$'000 US$'000 US$'000
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$0.025 per share - (12,834) (12,834)
Total transactions with owners - (12,834) (12,834)
At 31 December 2023 409,704 (28,311) 381,393
At 1 January 2024 409,704 (28,311) 381,393
Total comprehensive income for the year - 56,787 56,787
Transaction with owners, recognised directly in equity
Contributions by and distributions to owners
Forfeiture of dividend paid in prior years - 11 11
Total transactions with owners - 11 11
At 31 December 2024 409,704 28,487 438,191
Statement of cash flows
Year ended 31 December 2024
Note 2024 2023
US$'000 US$'000
Cash flows from operating activities
Profit/(Loss) before income tax 56,787 (102,235)
Adjustments for:
Dividend income (48,471) (11,864)
Exchange loss, net 951 337
Interest income (93) (416)
Interest expenses 155 -
Fair value changes in financial assets at fair value through profit or loss (18,856) 103,410
(9,527) (10,768)
Changes in:
- Other receivables and prepayments 4 10
- Other payables 858 4
(8,665) (10,754)
Dividend received from unconsolidated subsidiaries 250 -
Interest received 98 418
Net cash used in operating activities (8,317) (10,336)
Cash flows from investing activities
Net proceeds (provided to)/received from unconsolidated subsidiaries (13,958) 13,691
Net cash (used in)/from investing activities (13,958) 13,691
Cash flows from financing activities
Interest paid (130) -
Dividend paid - (12,834)
Receipt from forfeiture of dividends paid in prior years 11 -
Proceeds from borrowings 13,621 -
Net cash from/(used in) financing activities 13,502 (12,834)
Net decrease in cash and cash equivalents (8,773) (9,479)
Cash and cash equivalents at 1 January 9,093 18,573
Effect of exchange rate fluctuations (4) (1)
Cash and cash equivalents at 31 December 6 316 9,093
Significant non-cash transactions
During the financial year ended 31 December 2024, the Company received
dividends of US$48,471,000 (2023: US$11,864,000) from its unconsolidated
subsidiaries of which US$897,000 (2023: US$11,864,000) was set off against the
non-trade amounts due to the unconsolidated subsidiaries and US$47,324,000
(2023: US$Nil) was distribution of shares in specie.
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 28 March 2025.
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 Going concern
As at 31 December 2024, the Company's current liabilities exceeded its current
assets by US$14,545,000. The Company holds listed securities amounting to
US$46,264,000 as at 31 December 2024 which was transferred from its wholly
owned subsidiaries during the year. These listed securities are liquid and can
therefore be sold from time-to-time to generate additional cash to settle any
existing and ongoing liabilities of the Company. The Directors are therefore
confident that the use of the going concern assumption for the year ended 31
December 2024 remains appropriate.
2.2 Statement of compliance
The financial statements have been prepared in accordance with IFRS Accounting
Standards ('IFRS').
2.3 Basis of measurement
The financial statements have been prepared on a fair value basis, except for
certain items which are measured on a historical cost basis.
2.4 Functional and presentation currency
The financial statements are presented in United States dollars (US$'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.
2.5 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 16 - 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 macroeconomic risks that may affect economies such as inflation
and interest rates. These factors may result in increasing unemployment,
declines in consumer spending and forecasts for key economic factors;
· geopolitical risks that may affect economic instability as a result
of conflict and trade disputes, including tariffs and other trade
barriers; and
· the effectiveness of government and central bank measures to support
growth of businesses and consumption.
The Company has developed accounting estimates based on forecasts of economic
conditions which reflect expectations and assumptions as at 31 December 2024
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 16.
2.6 Changes in material 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 2024:
· Amendments to IAS 1 Classification of Liabilities as Current or
Non-current and Amendments to IAS 1 Non-current Liabilities with Covenants
· Amendments to IFRS 16 Lease Liability in a Sale and Leaseback
· Amendments to IAS 7 and IFRS 7 Supplier Finance Arrangements
The application of these amendments to accounting standards and
interpretations does not have a material effect on the financial statements.
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
2.6, 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: Classification
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 accounting standards and interpretations not adopted
A number of new accounting standards and amendments to standards are effective
for annual periods beginning after 1 January 2024 and earlier application is
permitted. However, the Company has not early adopted the new or amended
accounting standards in preparing these financial statements.
IFRS 18 Presentation and Disclosure in Financial Statements
IFRS 18 will replace IAS 1 Presentation of Financial Statements and applies
for annual reporting periods beginning on or after 1 January 2027. The new
standard introduces the following key new requirements.
· Entities are required to classify all income and expenses into
five categories in the statement of profit or loss, namely the operating,
investing, financing, discontinued operations and income tax categories.
Entities are also required to present a newly-defined operating profit
subtotal. Entities' net profit will not change.
· Management-defined performance measures (MPMs) are disclosed in a
single note in the financial statements.
· Enhanced guidance is provided on how to company information in
the financial statements.
In addition, all entities are required to use the operating profit subtotal as
the starting point for the statement of cash flows when presenting operating
cash flows under the indirect method. The Company is still in the process of
assessing the impact of the new standard, particularly with respect to the
structure of the Company's statement of profit or loss, the statement of cash
flows and the additional disclosures required for MPMs. The Company is also
assessing the impact on how information is grouped in the financial
statements, including for items currently labelled as other.
Other accounting standards
The following amendments to IFRSs are not expected to have a significant
impact on the Company's statement of financial position.
· Amendments to IAS 21: Lack of Exchangeability
· Classification and Measurement of Financial
Instruments (Amendments to IFRS 9 and IFRS 7)
· Annual Improvements to IFRSs - Volume 11
· IFRS 19: Subsidiaries without Public Accountability: Disclosures
· Sale or Contribution of Assets between an Investor and its
Associate or Joint Venture (Amendments to IFRS 110 and IAS 28)
· Contracts Referencing Nature-dependent Electricity (Amendments to
IFRS 9 and IFRS 7)
4 Financial assets at fair value through profit or loss
Note 2024 2023
US$'000 US$'000
Investments 18 452,736 372,655
5 Other receivables and prepayments
2024 2023
US$'000 US$'000
Other prepayments 61 65
Interest and other receivables * 5
61 70
* Less than US$1,000
6 Cash and cash equivalents
2024 2023
US$'000 US$'000
Fixed deposits with financial institutions and placements in money market 8 8,257
funds
Cash at bank 308 836
316 9,093
The effective interest rate on fixed deposits with financial institutions as
at 31 December 2024 ranged from 1.68% to 5.15% (2023: 2.40% to 5.18%) per
annum. Interest rates reprice at intervals of seven days to one month.
7 Share capital
2024 2023
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 Interest-bearing borrowings
The interest-bearing borrowings comprise of a term loan from a bank amounting
to US$13,621,000 (2023: US$Nil) denominated in United States Dollar. Interest
is charged at 5.86% to 6.93% per annum and reprices on maturity. The loan
principal is repayable on maturity unless the loan is rolled-over. The
interest-bearing term loan is secured by the listed securities held by the
Company.
9 Other payables
2024 2023
US$'000 US$'000
Accrued operating expenses 337 395
Amount due to a director 30 30
Amount due to investment manager 909 -
Interest payable 25 -
1,301 425
10 Profit/(Loss) before income tax
Profit/(Loss) before income tax includes the following:
2024 2023
US$'000 US$'000
Other operating income
Dividend income 48,471 11,864
Interest income from fixed deposits and placements in money market fund 93 416
48,564 12,280
Other operating expenses
Audit fees paid to auditors of the Company and other firms affiliated with 317 351
KPMG International Limited
Non-audit fees paid to auditors of the Company and other firms affiliated with 15 4
KPMG International Limited
Exchange loss, net 951 337
Non-executive director remuneration 113 330
11 Income tax expense
The Company is incorporated in a tax-free jurisdiction, thus, it is not
subject to income tax.
12 Earnings per share
2024 2023
US$'000 US$'000
Basic and diluted earnings per share are based on:
Profit/(Loss) for the year attributable to ordinary shareholders 56,787 (102,235)
Basic and diluted earnings per share
Number of shares Number of shares
2024 2023
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 2024 and 31 December 2023, there were no outstanding share
options to subscribe for ordinary shares of no par value.
13 Significant related party transactions
Dividend income
During the financial year ended 31 December 2024, the Company recognised
dividend income from its unconsolidated subsidiaries amounting to
US$48,471,000 (2023: US$11,864,000).
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$113,000 (2023:
US$330,000) were declared as payable to three directors (2023: 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 (2023: US$15,000,000) per annum. There is no
minimum amount of management fee payable per annum.
In 2024, Management fees amounting to US$8,822,000 (2023: US$9,664,000) 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 (2023: 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 2024 and at 31
December 2023.
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.
14 Commitments
The Company has a remaining commitment to subscribe to Good Capital Fund I for
an amount less than 1% of the net asset value as at 31 December 2024.
Approximately 94.16% of this commitment had been funded as at 31 December
2024 with 5.84% of the commitment subject to be called.
The Company has a remaining commitment to Good Capital Fund II for an amount
less than 1% of the net asset value as at 31 December 2024. Approximately
48.69% of this commitment had been funded as at 31 December 2024 with 51.31%
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. There was no outstanding commitment at 31 December 2024.
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.
15 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)
Lifestyle Includes investments in Chanintr Living Ltd. (Chanintr) and Liaigre Group
(Liaigre)
Lifestyle/Real estate Includes investments in Minuet Ltd, a property joint venture in Niseko,
Hokkaido, Japan, Desaru Peace Holdings Sdn Bhd, Isprava Vesta Private
Limited (Isprava) and Liaigre Hospitality Ventures Pte. Ltd. (LHV)
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), House of Kieraya 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 2024
Investment income
- Dividend income - 48,471 - - - - - - 48,471
- Interest income - - - - - - 93 - 93
- 48,471 - - - - 93 - 48,564
Fair value changes of financial assets at fair value through profit or loss 37,130 (53,893) 1,658 (8,313) 49,210 (5,471) (36) (1,429) 18,856
37,130 (53,893) 1,658 (8,313) 49,210 (5,471) (36) (1,429) 18,856
Exchange loss, net (4) - (4) (2,763) 1,842 (3) * (19) (951)
(4) - (4) (2,763) 1,842 (3) * (19) (951)
Net investment results 37,126 (5,422) 1,654 (11,076) 51,052 (5,474) 57 (1,448) 66,469
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 2024
Segment assets 102,758 46,380 17,643 17,228 160,448 69,152 308 39,135 453,052
Segment liabilities - - - - - - (13,621) - (13,621)
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 - - - - - - - - -
* Less than US$1,000
The reportable operating segments derive their revenue primarily by achieving
returns, consisting of dividend income, interest income and appreciation of
fair value. The Company does not monitor the performance of these investments
by measure of profit or loss.
Reconciliations of reportable segment profit or loss and assets
2024 2023
US$'000 US$'000
Profit or loss
Net investments results 66,469 (91,467)
Unallocated amounts:
- Management fees (8,822) (9,664)
- Non-executive director remuneration (113) (330)
- General operating expenses (747) (774)
Profit/(Loss) for the year 56,787 (102,235)
Assets
Total assets for reportable segments 453,052 381,748
Other assets 61 70
Total assets 453,113 381,818
Liabilities
Total liabilities for reportable segments 13,621 -
Other payables 1,301 425
Total liabilities 14,922 425
Geographical information
In presenting information on the basis of geographical information, investment
income, comprising dividend income from investments, and fair value changes of
financial assets at FVTPL are based on the geographical location of the
underlying investment. Assets are based on the principal geographical
location of the assets or the operations of the underlying investments. None
of the underlying investments which generate revenue or assets are located in
the Company's country of incorporation, BVI.
Singapore Malaysia Thailand Japan Mauritius Vietnam India Italy Others Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
2024
Investment income:
- Dividend income - - - - 48,471 - - - - 48,471
- Interest income 93 - - - - - - - * 93
93 - - - 48,471 - - - * 48,564
Fair value changes of financial assets at fair value through profit or loss (117) (13,311) (33,351) (2,223) - (5,471) 39,299 40,072 (6,042) 18,856
(117) (13,311) (33,351) (2,223) - (5,471) 39,299 40,072 (6,042) 18,856
Exchange loss, net (55) - - - * - - - (896) (951)
(55) - - - * - - - (896) (951)
Net investment results (79) (13,311) (33,351) (2,223) 48,471 (5,471) 39,299 40,072 (6,938) 66,469
* Less than US$1,000.
Singapore Malaysia Thailand Japan Mauritius Vietnam India Italy Others Total
US$'000 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)
2024
Segment assets 9,305 15,092 132,320 14,966 237 69,162 145,564 53,255 13,151 453,052
Segment liabilities (13,621) - - - - - - - - (13,621)
2023
Segment assets 13,354 27,110 116,665 16,584 562 74,605 102,549 - 30,319 381,748
Segment liabilities - - - - - - - - - -
* Less than US$1,000
16 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 interest-bearing borrowings and
other payables. Exposure to credit, price, interest rate, foreign currency
and liquidity risks arises in the normal course of the Company's business.
The Company's Board of Directors has overall responsibility for the
establishment and oversight of the Company's risk management framework. The
Company's risk management policies are established to identify and analyse the
risks faced by the Company and to set appropriate controls. Risk management
policies and systems are reviewed regularly to reflect changes in market
conditions and the Company's activities.
Credit risk
Credit risk is the risk of financial loss to the Company if a customer or
counterparty to a financial instrument fails to meet its contractual
obligations.
Investments in the form of advances are made to investee companies which are
of acceptable credit risk. Credit risk exposure on the investment portfolio is
managed on an asset-specific basis by the Investment Manager.
The Company held cash and cash equivalents of US$316,000 as at 31 December
2024 (2023: US$9,093,000). 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 and
interest-bearing borrowings. 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
2024 2024 2023 2023
US$'000 US$'000 US$'000 US$'000
Deposits with financial institutions * * 83 (83)
Interest-bearing borrowings (136) 136 - -
(136) 136 83 (83)
* Less than US$1,000
Foreign exchange risk
The Company is exposed to transactional foreign exchange risk when
transactions are denominated in currencies other than the functional currency
of the operation. The Company does not enter into derivative financial
instruments to hedge its exposure to any foreign currencies as the currency
position in these currencies is considered to be long-term in nature and
foreign exchange risk is an integral part of the Company's investment decision
and returns.
The Company's exposure, in US dollar equivalent, to foreign currency risk on
other financial instruments was as follows:
Euro Japanese Thai Singapore Dollar Indian Others
Yen
Baht Rupee
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
2024
Financial assets at fair value through profit or loss 65,918 14,966 81,479 81,134 21,200 -
Other receivables - - - * - -
Cash and cash equivalents - - - 30 - 19
Accrued operating expenses - - - (322) - (15)
Net exposure 65,918 14,966 81,479 80,842 21,200 4
2023
Financial assets at fair value through profit or loss 29,893 16,585 58,462 42,907 17,822 1
Other receivables - - - * - -
Cash and cash equivalents - - - 37 - 13
Accrued operating expenses - - - (384) - (11)
Net exposure 29,893 16,585 58,462 42,560 17,822 3
Sensitivity analysis
A 10% strengthening of the US dollar against the following currencies at the
reporting date would have (decreased)/increased profit or loss by the amounts
shown below. This analysis is based on foreign currency exchange rate
variances that the Company considered to be reasonably possible at the end of
the reporting period. The analysis assumes that all other variables, in
particular interest rates, remain constant.
Profit or loss
2024 2023
US$'000 US$'000
Euro (6,592) (2,989)
Japanese Yen (1,497) (1,659)
Thai Baht (8,148) (5,846)
Singapore Dollar (8,084) (4,256)
Indian Rupee (2,120) (1,782)
Others * *
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$1,000
Price risk
The valuation of the Company's investment portfolio is dependent on prevailing
market conditions and the performance of the underlying assets. The Company
does not hedge the market risk inherent in the portfolio but manages asset
performance risk on an asset-specific basis.
The Company's investment policies provide that the Company invests a majority
of capital in longer-term strategic investments and a portion in special
situations and structured transactions. Investment decisions are made by
management on the advice of the Investment Manager.
Sensitivity analysis
All of the Company's underlying investments that are quoted equity investments
are listed on The Stock Exchange of Thailand. A 10% increase in the price of
the equity securities at the reporting date would increase profit or loss
after tax by the amounts shown below. This analysis assumes that all other
variables remain constant.
Profit or loss
2024 2023
US$'000 US$'000
Underlying investments in quoted equity securities at fair value through 4,626 5,255
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 also holds listed
securities amounting to US$46,264,000 as at 31 December 2024 which was
transferred from its wholly owned subsidiaries during the year. As at 31
December 2023, the Company through its wholly owned
subsidiaries, held listed securities amounting to US$52,545,000. These
listed securities are liquid and can therefore be sold from time-to-time to
generate additional cash to settle any existing and ongoing liabilities of the
Company.
The following are the remaining contractual maturities of financial
liabilities. The amounts are gross and undiscounted, and include contractual
interest payments and exclude the impact of netting agreements:
Cash flows
Carrying amount Contractual Within
cash flows
1 year
US$'000 US$'000 US$'000
2024
Non-derivative financial liabilities
Interest-bearing borrowings 13,621 (13,621) (13,621)
Other payables 1,301 (1,301) (1,301)
14,922 (14,922) (14,922)
2023
Non-derivative financial liabilities
Other payables 425 (425) (425)
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
2024
Financial assets measured
at fair value
Financial assets at fair value through profit or loss 4 452,736 - - 452,736 452,736
Financial assets not measured
at fair value
Other receivables(1) 5 - * - *
Cash and cash equivalents 6 - 316 - 316
452,736 316 - 453,052
Financial liabilities not measured at fair value
Interest-bearing borrowings 8 - - (13,621) (13,621)
Other payables 9 - - (1,301) (1,301)
- - (14,922) (14,922)
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 9 - - (425) (425)
(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, interest-bearing borrowings 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$'000
2024
Financial assets at fair value through profit or loss 46,264 - 406,472 452,736
2023
Financial assets at fair value through profit or loss - - 372,655 372,655
As explained in Note 3.1, the Company qualifies as an investment entity and
therefore does not consolidate its subsidiaries. Accordingly, the fair value
levelling reflects the fair value of the unconsolidated subsidiaries and the
underlying equity investments. There were transfers from Level 3 to Level 1
during the year ended 31 December 2024. There were no transfers from Level 1
to Level 2 or Level 3 and vice versa during the year ended 31 December 2023.
The fair value hierarchy table excludes financial assets and financial
liabilities such as cash and cash equivalents, other receivables,
interest-bearing borrowings and other payables because their carrying amounts
approximate their fair values due to their short-term period to
maturity/repricing.
Level 1 valuations
The following table shows a reconciliation from the beginning balances to the
ending balances for fair value measurements in Level 1 of the fair value
hierarchy.
2024 2023
Financial assets at fair value through profit or loss
US$'000 US$'000
Balance at 1 January - -
Fair value changes in profit or loss (1,060) -
Net additions 47,324 -
Balance at 31 December 46,264 -
Level 3 valuations
The following table shows a reconciliation from the beginning balances to the
ending balances for fair value measurements in Level 3 of the fair value
hierarchy.
2024 2023
Financial assets at fair value through profit or loss
US$'000 US$'000
Balance at 1 January 372,655 478,226
Fair value changes in profit or loss 19,916 (103,410)
Net payment to/(repayment from) unconsolidated subsidiaries 13,901 (2,161)
Balance at 31 December 406,472 372,655
Significant unobservable inputs used in measuring fair value
The table below sets out information about significant unobservable inputs
used at 31 December 2024 in measuring the underlying investments of the
financial assets categorised as Level 3 in the fair value hierarchy excluding
investments purchased during the year that are valued at transaction prices as
they are reasonable approximation of fair values and ultimate investments in
listed entities.
Description Fair value Fair value Valuation technique Unobservable input Range (Weighted average) Sensitivity
at 31 December 2024
at 31 December 2023
to changes in significant unobservable inputs
US$'000 US$'000
Land related investments 132,052 58,938 Comparable valuation Price per square meter for comparable land US$546 - US$5,719 per square meter (2023: US$427 - US$7,516 per square meter) The estimated fair value would increase if the price per square meter was
higher.
method
Discounted cashflow Revenue growth 2.0% -20.9% The estimated fair value would increase if the revenue growth increases,
expenses ratio decreases, and WACC was lower.
method (2023: NA)
Expense ratio 61.8% - 79.6%
(2023: NA)
8.53%
WACC (2023: NA)
Operating business 219,276 187,031 Enterprise EBITDA 5.1x - 64.4x, median 12.1x (2023: 3.6x - 35.2x, median 9.3x) The estimated fair value would increase if the EBITDA multiple was higher.
value using comparable traded multiples multiple (times)
Description Fair value Fair value Valuation technique Unobservable input Range (Weighted average) Sensitivity
at 31 December 2024
at 31 December 2023
to changes in significant unobservable inputs
US$'000 US$'000
Operating business Revenue multiple (times) 0.3x - 13.4x, median 2.7x The estimated fair value would increase if the revenue multiple was higher.
(2023: 0.3x - 10.5x, median 3.4x)
Discount for 25% The estimated fair value would increase if the discount for lack of
(2023: 25%) marketability was lower.
lack of marketability ('DLOM')
Option Volatility 32.1% - 56.1% The estimated fair value would increase or decrease if the volatility was
(2023: 29.8% - 65.5%) higher depending on factors specific to the investment.
pricing
model*
Risk-free rate 4.0% -6.4% The estimated fair value would increase or decrease if risk-free rate was
(2023: 3.7% - 6.8%) lower depending on factors specific to the investment.
Greenfield business held for more than 12-months 32,737 41,916 Discounted cashflow Revenue growth 1.0% - 106.1% The estimated fair value would increase if the revenue growth increases,
expenses ratio decreases, and WACC was lower.
method (2023: 2.8% - 96.5%)
Expense ratio 62.2% -112.6%
(2023: 59.0% - 84.9%)
11.9% -16.4%
WACC (2023: 11.3% - 15.5%)
Comparable valuation Price per square meter US$229 - The estimated fair value would increase if the price per square meter was
US$864.6 per square meter higher.
method
(2023: US$260 -
US$498 per square meter)
* 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 discounted cashflow method involves the discounting of forecast net
cashflows related to a property development. The free cashflow is discounted
at the WACC to derive the market value of the property development. 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. Management adopted 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.
During the period ended 31 December 2024, one investment that was previously
valued using the EBITDA multiple technique was valued using the revenue
multiple technique which reflects more accurately the value of the underlying
investment.
During the period ended 31 December 2024, one investment that was valued using
the revenue multiple technique was valued using the price of recent investment
for the investee company's securities in the current period as there were
recent transactions in the secondary market.
During the period ended 31 December 2024, one investment that was valued using
the price of recent investment for the investee company's securities was
valued at nil as the business may not be able to operate as a going concern.
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.
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$46,264,000 are held by the Company for the year ended 31
December 2024 and it was held through intermediate holding companies for the
year ended 31 December 2023 amounting to US$52,545,000; the value of these
companies are mainly determined by the fair values of the ultimate
investments.
Sensitivity analysis
Although the Company believes that its estimates of fair value are
appropriate, the use of different methodologies or assumptions could lead to
different measurements of fair value. For fair value measurements in Level 3
assets, changing one or more of the assumptions used to reasonably possible
alternative assumptions would have effects on the profit or loss by the
amounts shown below. The effect of the uncertain economic environment has
meant that the range of reasonably possible changes is wider than in periods
of stability.
‹------------- 2024 ------------› ‹------------- 2023 -------------›
Effect on profit or loss Effect on profit or loss
Favourable (Unfavourable) Favourable (Unfavourable)
US$'000 US$'000 US$'000 US$'000
Level 3 assets 146,146 (104,906) 98,293 (67,782)
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 land related investments which are valued on comparable transaction basis
by third party valuation consultants, the fair value of the land is increased
by 20% (2023: 20%) in the favourable scenario and reduced by 20% (2023: 20%)
in the unfavourable scenario.
For land related investments which are valued using a discounted cashflow, the
revenue growth rate is increased by 2%, the expense ratio rate is decreased by
10% and the WACC is reduced by 2% in the favourable scenario. Conversely, in
the unfavourable scenario, the revenue growth rate is reduced by 2%, the
expense ratio rate is increased by 10% and the WACC is increased by 2%.
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% (2023: 20%) and decreased by
20% (2023: 20%), and DLOM is decreased by 5% (2023: 5%) and increased by 5%
(2023: 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% (2023:
10%) and the risk-free rate is adjusted by 2% (2023: 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% (2023: 2%), the expense ratio rate is
decreased by 10% (2023: 10%) and the WACC is reduced by 2% (2023: 2%) in the
favourable scenario. Conversely, in the unfavourable scenario, the revenue
growth rate is reduced by 2% (2023: 2%), the expense ratio rate is increased
by 10% (2023: 10%) and the WACC is increased by 2% (2023: 2%).
17 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 2024 2023
% %
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
Place of
incorporation Equity interest
Name of subsidiary Principal activities and business 2024 2023
% %
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
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
18 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 2024 2023 2024 2023
% % % %
La Finta Limited(1) Property development Thailand 49 49 - -
Minuet Limited(1) Property development and land holding Thailand 49.98 49.98 - -
Chanintr Living Distribution of furniture Thailand 49.90 49.90 - -
Limited(2)
Chanintr Living (Thailand) Limited Distribution and retail of furniture and home decorations Thailand 24.45 24.45 - -
Chanintr Living Pte Ltd Distribution and retail of furniture and home Singapore 49.90 49.90 - -
decorations
Well Round Holdings Limited(2) Property development Hong Kong 37.50 37.50 - -
Allied Hill Corporation Limited(2) Luxury property development Hong Kong 37.50 37.50 - -
Silver Prance Limited(2) Property development and land holding Hong Kong 37.50 37.50 - -
Desaru Peace Holdings Branded luxury development Malaysia 49 49 49 49
Sdn Bhd(2)
Place of
Ordinary shares
Preference shares
Principal
incorporation
Equity interest
Equity interest
Name
activities
and business
2024
2023
2024
2023
%
%
%
%
La Finta Limited(1)
Property development
Thailand
49
49
-
-
Minuet Limited(1)
Property development and land holding
Thailand
49.98
49.98
-
-
Chanintr Living
Limited(2)
Distribution of furniture
Thailand
49.90
49.90
-
-
Chanintr Living (Thailand) Limited
Distribution and retail of furniture and home decorations
Thailand
24.45
24.45
-
-
Chanintr Living Pte Ltd
Distribution and retail of furniture and home
decorations
Singapore
49.90
49.90
-
-
Well Round Holdings Limited(2)
Property development
Hong Kong
37.50
37.50
-
-
Allied Hill Corporation Limited(2)
Luxury property development
Hong Kong
37.50
37.50
-
-
Silver Prance Limited(2)
Property development and land holding
Hong Kong
37.50
37.50
-
-
Desaru Peace Holdings
Sdn Bhd(2)
Branded luxury development
Malaysia
49
49
49
49
(1) Joint venture
(2) Associate
( )
(
)
Place of Ordinary shares Preference shares
Principal incorporation Equity interest Equity interest
Name activities and business 2024 2023 2024 2023
% % % %
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 0.88 0.37 8.15 8.14
Mavi Holding Pte. Ltd. Insurance Singapore - - 32.30 32.30
Good Capital Partners Venture Capital Mauritius 10 10 - -
In Do Trans Logistics Corporation(2) Logistics Group Vietnam 27.39 27.39 - -
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 <0.01 <0.01 25.12 25.12
Catbus Infolabs Pvt. Ltd. Logistics services India <0.01 0.01 7.53 9.10
SolarSquare Energy Pvt. Ltd. Solar power solutions provider India - - 3.40 3.65
Kieraya Furnishing Solutions Pvt. Ltd. Online furniture rental and sales India - - 1.85 2.09
(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 2024 2023 2024 2023
% % % %
August Jewellery Private Ltd. Online and retail jewellery India - - 7.70 6.74
Meesho Inc. E-commerce marketplace platform India - - 0.19 0.20
Isprava Vesta Private Ltd. Branded luxury development India - - 7.12 5.15
Epic Games, Inc. Video game and software developer United States <0.01 <0.01 - -
(1) Joint venture
(2) Associate
19 Subsequent events
Subsequent to 31 December 2024,
· the Company sold all the interests in SolarSquare Energy Private
Limited for a total net consideration amounting to approximately 1% of the
Company's net asset value;
· the Company completed a follow-on investment in Macassar Holdings
S.A.R.L.. The investment amounted less than 1% of the Company's net asset
value;
· the Company completed a follow-on investment in Mavi Holding Pte.
Ltd. The investment amounted less than 1% of the Company's net asset value;
and
· the Company subscribed to primary shares in ASG Hospital Private
Limited for a consideration of approximately 1% of Company's net asset value.
SYMPHONY INTERNATIONAL HOLDINGS LIMITED
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING of the Company will be
held at 200 Newton Road, #07-01 Newton 200, Singapore 307983 (Tel +65 6536
6177) on Wednesday, 30 April 2025 at 4.30 p.m. (BST+7) for the purpose of the
following matters:
Ordinary Business
To receive the annual report which includes the financial statements for the
year ended 31 December 2024.
Ordinary Resolution
To consider and, if thought fit, passing the following ordinary resolution:
THAT the Company be and is hereby generally and unconditionally authorised in
accordance with section 59 of the BVI Business Companies Act 2004 (as amended)
to make market purchases of its own Shares at the discretion of the Directors
and on such terms and in such manner as the Directors may from time to time
determine provided that:
(a) the maximum number of Shares hereby authorised to be
purchased shall be 14.99 per cent. of the Shares in issue at the date of this
notice;
(b) the maximum price which may be paid for any such Share shall
not exceed the higher of:
(i) 5 per cent. above the average market value of the Company's Shares
for the five business days prior to the day the purchase is made; and
(ii) the higher of the price of the last independent trade and the
highest current independent bid at the time of the purchase on the trading
venues where the purchase is carried out; and
(c) the authority hereby confirmed shall expire at the conclusion
of the Company's next annual general meeting.
By order of the Board,
Anil Thadani
Director
Dated this 4(th) day of April, 2025
NOTICE OF ANNUAL GENERAL MEETING
1. A shareholder entitled to attend and vote at the Annual General Meeting
may appoint a proxy (who need not be a member of the Company) to attend and to
vote in his place. The instrument appointing a proxy should be deposited at
MUFG Corporate Markets, PXS 1, Central Square, 29 Wellington Street, Leeds,
LS1 4DL, United Kingdom no later than 48 hours before the Annual General
Meeting (excluding non-business days). If the appointee is a corporation, this
form must be executed under its seal or under the hand of an officer, attorney
or other person authorised to sign the same.
2. In order to qualify for attending the above Meeting, all instruments of
transfers must be lodged with MUFG Corporate Markets, PXS 1, Central Square,
29 Wellington Street, Leeds, LS1 4DL, United Kingdom not less than 48 hours
before the time appointed for holding the Meeting or the adjourned Meeting (as
the case may be) (excluding non-business days).
3. Unless otherwise indicated on the Form of Proxy the proxy will vote as
they think fit or, at their discretion, withhold from voting.
4. In the case of joint holders of a share, the vote of the senior who
tenders a vote, whether in person or by proxy, shall be accepted to the
exclusion of the votes of the other joint holders, and for this purpose
seniority shall be determined by the order in which the names stand in the
Register of Members in respect of the joint holding.
5. The ordinary resolution of the Annual General Meeting will be passed by
a simple majority of the votes validly cast, whatever be the number of
shareholders present or represented at the Annual General Meeting. Each share
is entitled to one vote.
6. Holders of Depository Interests should complete the Form of Direction
enclosed with their Notice of Annual General Meeting.
7. Holders of Depository Interests can instruct MUFG Corporate Markets
Trustees (UK) Limited, the Depository, or amend an instruction to a previously
submitted direction, via the CREST system. The CREST message must be received
by the issuer's agent RA10 by 4.30 p.m. (BST+7) on Friday, 25 April 2025. For
this purpose, the time of receipt will be taken to be the time (as determined
by the timestamp applied to the message by the CREST Applications Host) from
which the issuer's agent is able to retrieve the message. CREST Personal
Members or other CREST sponsored members, and those CREST Members who have
appointed voting service provider(s) should contact their CREST sponsor or
voting service provider(s) for assistance with instructing MUFG Corporate
Markets Trustees (UK) Limited via CREST. For further information on CREST
procedures, limitations and system timings please refer to the CREST Manual.
We may treat as invalid a direction appointment sent by CREST in the
circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities
Regulations 2001. In any case your Form of Direction must be received by the
Company's Registrars no later than 4.30 p.m. (BST+7) on Friday, 25 April 2025.
8. Depository Interest holders wishing to attend the Meeting should contact
the Depository at MUFG Corporate Markets Trustees (UK) Limited, Central
Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom or by email to
Nominee.Enquiries@cm.mpms.mufg.com in order to request a Letter of
Representation by no later than 4.30 p.m. (BST+7) on Friday, 25 April 2025.
SYMPHONY INTERNATIONAL HOLDINGS LIMITED
(Incorporated in the British Virgin Islands)
Form of Direction for completion by holders of Depository Interests
representing shares, on a 1 for 1 basis, in the share capital of Symphony
International Holdings Limited (the "Company") in respect the Annual General
Meeting to be held at 200 Newton Road, #07-01 Newton 200, Singapore 307983,
Tel +65 6536 6177 on Wednesday, 30 April 2025 at 4.30 p.m. (BST+7)
Annual General Meeting
Form of Direction
I/We __________________________________________________________ (Depository
Interests holder's name) being a holder of Depository Interests representing
shares in the share capital of the Company hereby appoint MUFG Corporate
Markets Trustees (UK) Limited (the "Depository") as my/our proxy to vote for
me/us and on my/our behalf at the Annual General Meeting (the "Meeting") of
the Company to be held on the above date (and at any adjournment thereof) as
directed by an X in the spaces below. The complete wording of the resolution
may be found in the notice convening the Annual General Meeting.
ORDINARY RESOLUTION FOR AGAINST VOTE
WITHHELD
To authorise the Company to make market purchases of its own Shares.
Dated this ___________ day of _________________________
2025
Address
_______________________________________________________________________________
_______________________________________________________________________________
Signature ____________________________________
Notes to Form of Direction
1. To be effective, this Form of Direction and the power of attorney
or other authority (if any) under which it is signed, or a notarially or
otherwise certified copy of such power or authority, must be deposited at MUFG
Corporate Markets, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1
4DL, United Kingdom no later than 4.30 p.m. (BST+7) on Friday, 25 April 2025.
2. Any alteration made to this Form of Direction must be initialled by
the person who signs it.
3. If the appointee is a corporation, this form must be given under
its common seal or under the hand of an officer or attorney duly authorised in
writing.
4. In the case of joint holders of Depository Interests, the person
whose name appears first in the Register of Depository Interests has the right
to attend and vote at the Meeting to the exclusion of all others.
5. The 'Vote Withheld' option is provided to enable you to abstain
from voting on the resolution. However, it should be noted that a 'Vote
Withheld' is not a vote in law and will not be counted in the calculation of
the proportion of the votes 'For' and 'Against' the resolution.
6. The Depository will appoint the Chairman of the meeting as its
proxy to cast your votes. The Chairman may also vote or abstain from voting
as he or she thinks fit on any other resolution (including amendments to
resolutions) which may properly come before the meeting.
7. To be entitled to attend and vote at the Annual General Meeting
(and for the purpose of the determination by the Company of the votes they may
cast), shareholders must be registered in the register of the Company at close
of business on 25 April 2025. Changes to the Company's register after the
relevant deadline shall be disregarded in determining the rights of any person
to attend and vote at the Annual General Meeting.
8. Please indicate how you wish your votes to be cast by placing an
"X" in the box provided. On receipt of this form duly signed, you will be
deemed to have authorised the Depository to vote, or to abstain from voting,
as per your instructions on your behalf. If no voting instruction is
indicated, the Depository will abstain from voting on the specified
resolution.
9. Depository Interests may be voted through the CREST Proxy Voting
Service in accordance with the procedures set out in the CREST manual.
10. Depository Interest holders wishing to attend the Meeting should contact
the Depository at MUFG Corporate Markets Trustees (UK) Limited, Central
Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom or by email to
Nominee.Enquiries@cm.mpms.mufg.com in order to request a Letter of
Representation by no later than 4.30 p.m. (BST+7) on Friday, 25 April 2025.
SYMPHONY INTERNATIONAL HOLDINGS LIMITED
(Incorporated in the British Virgin Islands)
Form of Proxy for use at the Annual General Meeting
to be held at 200 Newton Road, #07-01 Newton 200, Singapore 307983
Tel +65 6536 6177 on Wednesday, 30 April, 2025 at 4.30 p.m. (BST+7)
I/We(1)
-----______________________
of
__________________________________________________________________________________
being the registered holder(s) of
__________________________________________________________
____________________________________________________________________________________
Ordinary shares(2) in the share capital of Symphony International Holdings
Limited (the "Company"), HEREBY APPOINT THE CHAIRMAN OF THE MEETING(3) or
___________________________________________
of__________________________________________________________________________________
as my/our proxy to attend and act for me/us and on my/our behalf at the Annual
General Meeting (the "Meeting") of the Company to be held at 200 Newton Road,
#07-01 Newton 200, Singapore 307983, on Wednesday, 30 April 2025 at 4.30 p.m.
(BST+7) for the purpose of receiving the annual report, which includes the
financial statements, for the year ended 31 December 2024, and considering
and, if thought fit, passing the ordinary resolution as set out in the notice
convening the Meeting and at the Meeting (and at any adjournment thereof) to
vote for me/us and in my/our name(s) in respect of the resolution as indicated
below. The complete wording of the resolution may be found in the notice
convening the Annual General Meeting.
as my/our proxy to attend and act for me/us and on my/our behalf at the Annual
General Meeting (the "Meeting") of the Company to be held at 200 Newton Road,
#07-01 Newton 200, Singapore 307983, on Wednesday, 30 April 2025 at 4.30 p.m.
(BST+7) for the purpose of receiving the annual report, which includes the
financial statements, for the year ended 31 December 2024, and considering
and, if thought fit, passing the ordinary resolution as set out in the notice
convening the Meeting and at the Meeting (and at any adjournment thereof) to
vote for me/us and in my/our name(s) in respect of the resolution as indicated
below. The complete wording of the resolution may be found in the notice
convening the Annual General Meeting.
ORDINARY RESOLUTION FOR(4) AGAINST(4) VOTE
WITHHELD(4)
To authorise the Company to make market purchases of its own Shares.
Dated this day of
2025
Signed(6):
___________________________
Notes to Form of Proxy
1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
The names of all joint registered holders should be stated.
2. Please insert the number of shares registered in your name(s) to
which this proxy relates. If no number is inserted, this Form of Proxy will be
deemed to relate to all the shares of the Company registered in your name(s).
3. If any proxy other than the Chairman of the Meeting is
preferred, strike out "THE CHAIRMAN OF THE MEETING" and insert the name and
address of the proxy desired in the space provided. If no name is inserted,
THE CHAIRMAN OF THE MEETING will act as proxy. Any alteration made to this
Form of Proxy must be initialled by the person who signs it.
4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, PLACE AN 'X'
IN THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLACE AN
'X' IN THE BOX MARKED "AGAINST". IF YOU WISH TO WITHHOLD YOUR VOTE ON THE
RESOLUTION, PLACE AN 'X' IN THE BOX MARKED "VOTE WITHHELD". If no direction is
given, your proxy may vote or abstain as he/she thinks fit. Your proxy will
also be entitled to vote at his/her discretion on any resolution properly put
to the Meeting other than those referred to in the Notice convening the
Meeting. The 'Vote Withheld' option is provided to enable you to abstain from
voting on the resolution. However, it should be noted that a 'Vote Withheld'
is not a vote in law and will not be counted in the calculation of the
proportion of the votes 'For' and 'Against' the resolution.
5. This Form of Proxy must be signed by you or your attorney duly
authorized in writing or, in the case of a corporation, must be either
executed under its common seal or under the hand of an officer or attorney
duly authorised to sign the same.
6. In the case of joint registered holders of any shares, any one
of such persons may vote at the Meeting, either personally or by proxy, in
respect of such shares as if he/she was solely entitled thereto; but if more
than one of such joint registered holders be present at the Meeting, either
personally or by proxy, that one of the said persons so present whose name
stands first on the Register of Members in respect of such shares shall alone
be entitled to vote in respect thereof to the exclusion of the votes of the
other joint registered holders.
7. To be entitled to attend and vote at the Annual General Meeting
(and for the purpose of the determination by the Company of the votes they may
cast), shareholders must be registered in the register of the Company at close
of business on 25 April 2025. Changes to the Company's register after the
relevant deadline shall be disregarded in determining the rights of any person
to attend and vote at the Annual General Meeting.
8. In order to be valid, this Form of Proxy together with the power
of attorney (if any) or other authority (if any) under which it is signed or a
notarially certified copy thereof, must be deposited at MUFG Corporate
Markets, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United
Kingdom no later than 4.30 p.m. (BST+7) on Monday, 28 April 2025.
9. The proxy need not be a member of the Company but must attend
the Meeting in person to represent you.
10. Completion and delivery of the Form of Proxy will not preclude you
from attending and voting at the Meeting if you so wish. If you attend and
vote at the Meeting, the authority of your proxy will be revoked.
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