8I Holdings Annual Report 2015

FY2015 Annual Report · 8I Holdings

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A NEW BEGINNING

ANNUAL
REPORT
2015

For personal use only“Clarity is power, and power is the ability
to do more. Through the 3R Model, you will
gain clarity on the WHY, WHAT, WHO,
WHERE and HOW of the business.”

- Ken Chee

T H E

MODEL

Right Management

Right Business Model

Right Financials

For personal use only“Don’t tell me the sky’s
the limit when there are
footprints on the moon.”

Paul Brandt

CONTENTS

Chairman’s Message

Right Business Model
Operations Review

Corporate Highlights

Group Structure

Financial Highlights

Milestones

Right Management
Mission and Core Values

Board of Directors & Key Management

Corporate Governance

Right Financials
General Information

Directors’ Report

Statement by Directors

Independent Auditor’s Report

Consolidated Statement of Comprehensive Income

Statements of Financial Position

Statements of Changes in Equity

Consolidated Statement of Cash Flows

Notes to the Financial Statements

Additional Information

For personal use only

“Most importantly,
we want to empower
our strategic partners
and grow with
them instead of
treating them as a
commodity to be
sold.”

CHAIRMAN’S
MESSAGE

Dear Valuable Partners,

This marks my maiden letter to you.

I hope to earn my right as your Chairman and steward of your funds so that I can continue writing to you for many
years to come.

I started working at the age of 13 to help clear the debts with my elder brother. Later on, I witnessed more financial
disasters that people got themselves into because of financial ignorance.

As fate would have it, I was offered a place for a Diploma in Banking and Finance (my first love was bio-science
but I was rejected due to partial colour blindness). I went on and graduated with a Degree in Business Management
followed by a corporate stint in the Financial Information industry.

Mrs. Lim, my English teacher from Yusof Ishak Secondary School, would be proud to know that her former student
who failed his English so badly back then, is now addressing many through a Public Company that is listed on the
Australian Securities Exchange (ASX).

It was in year 2000 when I discovered my role model in investing, Warren Buffett. It felt like love at first sight once
I understood the underlying meaning of his famous quote, “Price is what you pay, value is what you get”. Later on,
I gained finer distinctions that “Value” Investing is to evolve oneself to be a better being with sustainable values.

As this is my first letter to you, I would like to outline a structure on how you can understand your company better
after reading this report.

It will follow the 3R Model advocated in our flagship education programme: Right Business Model, Right
Management and Right Financials.

In the process, you will gain clarity on the WHY, WHAT, WHO, WHERE and HOW of the business. Clarity is
power, and power is the ability to do more.

You will then decide whether this business is aligned with your values and investment objectives going forward.

I was compounding very well with my own money. Then in 2006, I met my good friend and business partner, Clive
Tan, who is also my alter ego and a savvy value investor himself. We formed a mastermind group to study our
favourite subject which most major business schools did not teach – Value Investing.

Although our characters and temperaments differ greatly, we share the same life values and eye for good wives,
companies and cars.

In 2008, the Subprime Crisis caused many people to lose their hard earned money. But what upset me most was
witnessing various financial institutions misalign their clients’ interests, enriching their own corporate pockets
instead of taking good care of their investors.

It is also important to note that my letter is written with utmost frankness as I don’t know a better way to express
myself to you.

That was what triggered the start of this business. My late grandmother always reminded me to be grateful and
never bite the hand that feeds you.

Business Model (Why and What)
I had my first taste of financial hardship in 1985 when I was nine and a half years old. My father got his fingers
burnt badly doing contra and margin trading in the stock market during the Pan Electric Crisis. The family’s
financial situation spiralled downwards quickly and we were burdened with heavy debts.

While setting up the business, we also noticed the lack of good financial programmes that are based on in-depth
fundamentals and practical approaches. That was when Clive, our good friend Sean Lim and I decided to share with
the public what we thought was common sense in investing, which in actual fact was not common for many people.

For personal use onlyCHAIRMAN’S MESSAGE

CHAIRMAN’S MESSAGE

8 Investment and the Millionaire Investor ProgramTM was born during one of the worst financial crises with zero
capital and no angel funding, venture capital or investment bankers. But we are rich in our vision – to Empower
Growth and Inspire 100 million lives through education, investment and business.

Why am I sharing all these with you?
Some analysts may scratch their heads when determining our business model because we do not seem to be your
typical Investment Holding or Asset Management company.

In fact, a self-proclaimed savvy investor from Australia even wrote a piece of “analysis” on our company’s business
model using only the Net Asset Value-based valuation model. I am quite sure he spent only minimal time and effort
in his “analysis” because we did not receive any email or call asking for clarification.

So to help anyone who is looking to understand the business better, allow me to shed some light in a broader scope
and for Clive to go into details on the company’s growth plans.

We have two core businesses: education and investment. Both are intertwined in a very powerful ecosystem which
I believe will create a unique moat for the business for the next five to ten years. The education business generates
healthy cash flow which easily covers the running cost of our business. In fact, as 100% of the programme fee is
collected upfront, this deposit becomes our free float at no capital cost.

As of 31 March 2015, we have collected S$1.9 million in programme, subscription, event management and service
fee deposits upfront (unearned revenue). This free float should continue to increase if we expand our education and
event management business properly.

Warren Buffett has his insurance businesses to provide a continuous capital base. We will have to make do with
our educational business for now while looking for another powerful annuity generator. However, many investors
cannot see the most amazing value of the education business besides personal fulfilment, which is our high quality
database, network and deal pipelines.

All of our full-time staff are our programme graduates. We get to pick some of the best people in our programmes
to serve in different roles within the team. I must be one of the luckiest business owners in Singapore as many of
my peers are pulling their hair out due to hiring woes. In this era, great human capital is the deciding factor between
an annualised rate of five percent or twenty five percent for Return on Equity.

Next, the network connectivity generated from our pool of regional graduates is mindboggling. You can view it
like a business network hub of over 4,000 graduates who are mainly PMETs and business owners. This exclusive
platform allows us access to first-hand information from different industries, free character assessment and
acquisition opportunities.

Although the education business contributes only about 15%-20% to the Group’s earnings, it is a small yet
significant gear that enables bigger gears in this compounding machinery.

As such, please support us as a shareholder by attending or recommending your families and friends to the Millionaire
Investor ProgramTM or any of our wealth creation workshops. You can find out more about our workshops on
www.millionaireinvestor.com or www.valuegrowthworkshop.com.

That’s the education business. Now let’s look at the investment business. It comes in three forms:

A. Listed Securities

B. Private Businesses

C. Co-Property Developments

You will see how these three sub-segments provide a powerful growth engine for your business. We will take a
lion’s share in good publicly listed businesses, especially when Mr. Market crashes. Basically, we like to buy a
dollar bill for half the price.

But what happens when Mr. Market is in the Bull Run like now?

Most traditional Value Funds will wait patiently for deep bargains to appear or hunt around in other unfamiliar
markets. However, this causes them to move out of their circle of competence, hurt their returns and waste time
waiting.

Hence, we ask ourselves, how can we capitalise and create massive sustainable value in both the Bull and Bear
markets?

The answer lies in the second sub-segment of our investing activities – invest significantly in good growing private
businesses, use our network and capital platform to help them grow, and support them towards public listing when
their business models are ready and their valuation is reasonable.

At the moment, we are only investing in small to mid-sized private companies that fall below the S$100 million
market capitalisation because we do not want to bite off more than we can chew, such as Hemus Pacific and CPA
Academy.

Hemus Pacific Private Limited is a property and events management business with access to retail properties
and mass transit interchanges with high foot traffic, as well as future co-property development and investment
opportunities with prominent real estate and property developers.

In addition for being a successful provider of training courses on online lead generation marketing, CPA Academy
Pte Ltd also conducts online lead generation on behalf of various clients. Besides providing additional course
offerings for our Education division, CPA’s plans to develop an online advertising platform would transform it to a
provider of internet advertising platform.

CPA Academy intends to pursue a listing on a recognised stock exchange this year, through a newly incorporated
public limited company, after improving its business model and strengthening its management team through
corporate restructuring and bolt-on acquisitions. Hence, we sold some of our initial stake in CPA Academy for
three reasons:

1. To cover our initial investment costs

2. To prepare for its public listing’s expenses instead of tapping into funds that have already been allocated

for other purposes or raising more funds from shareholders

3. To generate a profit from the sale

I would like to stress that we will continue to retain a meaningful stake in the businesses that we have helped to
list because it will build up our net asset value as the businesses grow, and we anticipate dividends will be paid out
over time.

For personal use onlyCHAIRMAN’S MESSAGE

CHAIRMAN’S MESSAGE

Most importantly, we want to empower our strategic partners and grow with them instead of treating them as a
commodity to be sold.

The Co-Property Developments segment will provide a strong asset base that generates recurring income for the
business apart from our education business.

The strategy is straight forward. We co-invest with boutique developers that have strong track records and gain
intimate domain knowledge on the local property market, and we will retain our profit in the development projects
in the form of good property assets. This allows us to be more tax efficient with recurring income in the long run.

This plan is taking place in Brisbane with our intended stake in Velocity Holdings Pty Ltd, a boutique property
development company which specialises in cosmopolitan developments throughout South-East Queensland.
Velocity currently has three ongoing small-scale developments, which are expected to be complete by mid-2016.
We are also actively scouting for more of such opportunities with capable managers.

It is important to note that there are bound to be learning experiences in the course of implementing our business
model. The key is to ensure our margin of safety when doing deals and the ability to correct ourselves quickly
without invalidation of others and self.

This is the path towards Personal Mastery and you can be sure that I will be the first to own up on my learning
experiences.

In summary of this portion, I have attached a diagram to illustrate our current business model.

PRIVATE EQUITY
Invest in Private Companies
for IPO

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E I T
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r t i e
e

r i n
p
o

r
r

u
P

n ,
t i o
s .
d

a
n

c
e

o m E
d D i v i d

VALUE INVESTING
Invest in Public Listed Companies
that are Undervalued.

Management (Who we are, How we manage the business and Who does what)

Clive and I see little changes in our lifestyles after listing the company, except that both of us, with our own money,
changed our cars from one three-pointed logo to another from the same car dealer, to celebrate and mark a new
milestone in our lives. (Even Warren Buffett has a private jet named “Indefensible” which was later renamed
“Indispensable”). In fact, I still kick myself for not buying Jardine Cycle & Carriage shares when I established my
first purchase relationship with them in 2009; I missed out on a five bagger!

I still live in a public apartment in Singapore because both my wife and I wanted our two young daughters to grow
up knowing how most Singaporeans live daily. It is important to instil simple living habits from young because bad
life habits can be a chain too heavy to break once formed in life. I am more than happy to eat our local delights at a
local hawker centre. I have also made it known to my wife that our wealth has little to do with our children because
I don’t believe in giving too much money to our children. If they are capable, they won’t need your money. If they
are not, giving them too much will harm them.

History has shown that many descendants of rich and powerful families did not manage their inheritance well,
especially after the second generation. William K. Vanderbilt, one of the grandsons of the once great Vanderbilt
family in the US, said it best, “Inherited wealth is a real handicap to happiness. It is as certain a death to ambition
as cocaine is to morality.” I see the same frugal traits and values in Clive and our wives.

In a nutshell, we have no pressure to make quick money to meet our personal or family lifestyle demands. This is
important as it allows us to be focused on creating long-term sustainable value by making sound capital allocation
decision. It also empowers us to ensure our interests are totally aligned with yours even when we encounter
potential conflict of interest.

We have only 20 full-time staff in our Singapore headquarters. We also have head count from other acquired
businesses, but they do not report directly to us. We believe in decentralised management, just like how Warren
Buffett runs Berkshire Hathaway.

We are blessed with good business managers with integrity, street-smart intelligence and energy. Many have
become our family friends because we only want to be partners with people we like, respect and admire.

Jenny Seah (and Jimmy Lim) from Hemus Pacific was working on the maternity bed when I visited her one day
after her delivery.

Ivan Ong and his team from CPA Academy is working tirelessly to launch their new traffic platform while striving
to increase their education results.

Brendon Ansell and Philip Raff from Velocity Holdings would know the number of trees in Bulimba, Brisbane
after taking countless walks and drives in the neighbourhood. Furthermore, Brendon lives in Bulimba. Hence,
investing in a property in Bulimba developed by Velocity Holdings comes with a watchful neighbour for free too!
Visit http://velocitypropertyqld.com.au to view their developments.

I tell all our strategic partners, our phone lines are always open if they need any support, and integrity is the key to
long-term success. In fact, most business unit managers own significant shares in 8I Holdings relative to their own
net worth to ensure their long-term alignment with you.

Internally, we have a capable operational and marketing team that runs the education business. The team is headed
by Pauline Teo who has more than 10 years’ experience in the Singapore Public Service. She has organised and
conducted training and development courses for civil servants in Singapore. We have to thank her and her former
department for training an efficient and effective public servant.

In fact, one of Pauline’s and her team’s key objectives is to make Clive and I “redundant” from our current
education division. However, I would still like to speak at key events and stay connected with what is happening
on the ground.

For personal use onlyCHAIRMAN’S MESSAGE

CHAIRMAN’S MESSAGE

We also have a team of young, capable and smart analysts led by Jackson Yeow and Richard Sim for Value
Investing in listed securities. ST Engineering and Ernst & Young must have hated me for recruiting one of their best
network engineers and senior auditors, both scoring distinctions in their work commitment, to be part of a fun team
that serves humanity with passion and value investing knowledge. They have been doing a decent job in the midst
of current bullish market with 12% returns (based on a S$12 million capital invested) over the last year.

The Finance and Human Capital team reports to Louis Chua, our capable and suave Chief Financial Officer who
has yet to change his wardrobe of business attires. The team had quite a shock when he turned up with a tie on his
first day. I had to pull him aside to tell him that I go for meetings in golf shirts, bermudas and sneakers. He got the
hint and went without the tie thereafter.

Finally Clive, myself and a special “A” team are heavily involved in many deal-making processes.

I am grateful to have Clive handling most of the detailed work with two capable special project executives, Cherie
Lim and Lynne Chai. I have it best; I get to eat most of the time.

Financials (Where we are now)
At the point of writing (7 May 2015), our company’s market capitalisation is at A$357 million. When we first got
listed on 17 December 2014, our company’s market capitalisation was at A$71 million. That is exactly a five-fold
jump in less than five months. Clive, myself and the Board of Directors are awed and humbled by the strong faith
and support of the shareholders.

Luckily we are able to return your strong support with a 63.7% increase in revenue and 55% increase in net
earnings before tax with a Net Asset Value of S$36.5 million (of which S$21.7 million is in Cash; note that we had
only slightly more than three months to work with the enlarged capital base) for FY 2015.

I am therefore pleased to declare our intention to pay out S$0.01 per share as final dividend, subject to shareholder
approval at the Annual General Meeting, even though it was stated clearly in our communications that you should
not expect dividends early on.

Thank you so much for your continuous support.

I am truly grateful and look forward to grow with you!

CHEE KUAN TAT, KEN
EXECUTIVE CHAIRMAN
7 May 2015

I believe that if we act in the
best interest of our clients,
strategic partners, staff,
regulators, suppliers and
associates, our shareholders’
interests will naturally be
well taken care of. In fact,
our vision is to become the
“Berkshire Hathaway +
BlackRock of Asia”.

For personal use only“Look at the sky. We are not
alone. The whole universe is
friendly to us and conspires
only to give the best to those
who dream and work.”

A. P. J. Abdul Kalam

RIGHT

BUSINESS MODEL

For personal use onlyOPERATIONS
REVIEW

Overview

Our programme sales breakdown are as follows:

“Our strategy of

combining our
education segment
with our investment
segment has paid off
and will continue to
do so as we seek to
improve our offerings
and scale up our

businesses in Asia.”

Our consolidated revenue and profit before tax for the financial period from date of incorporation of 8I Holdings Ltd
on 17 May 2014 to 31 March 2015 is in excess of S$10.669 million and S$5.728 million, respectively. This represents
an increase in revenue and profit before tax of 63.7% and 55.0%, respectively, as compared to our group pro-forma
numbers for the financial year ended 31 March 2014 (the consolidated revenue and profit before tax as stated in our
prospectus were $6.518 million and $3.697 million, respectively).

This increase is attributable to the overall credible performance of all business segments and the selfless contributions
from our team members.

Our strategy of combining our education segment with our investment segment has paid off and will continue to do so
as we seek to improve our offerings and scale up our businesses in Asia. This will take time as we lay the groundwork
and get our human capital ready.

We are also increasing our corporate activities in investing in private companies. You will begin to see 8I Holdings
evolve into a unique investment company, one that you will be proud to be a shareholder and partner of.

Business Segment Report
Education

Our education segment has increased its revenue to S$5,285,329 in the financial period reported, with a segmental profit
of S$921,605. This is our best year since its inception and we continue to be amazed at our team members’ energy and
passion for marketing, selling and executing the many events, seminars and programmes that we run.

All figures include those of the operations in Malaysia.

As clearly seen, the number of participant in all of our programmes has been increasing, with the exception of Brand
Mastery. The support from our participants has played a huge part in this. Besides our constant efforts in marketing our
offerings, we also rely on our participants to spread the good word, which is why delivering quality offerings is key.

For personal use onlyOPERATIONS REVIEW

OPERATIONS REVIEW

Investment

• Listed securities
Our listed securities segment registered a segmental profit of S$1,218,660 for the financial period reported. Going
forward, it is possible that the contribution from the investment segment may be lumpy due to the nature of the capital
markets. You should be aware that the performance for this segment will fluctuate. But on a positive note, it is during the
worst of times that the best opportunities present themselves.

We will continue to increase our efforts in investing in various public entities – good companies that we can acquire at
an undervalued or reasonable price. We could go at a faster pace, but given the increasing market prices we are reluctant
to deploy in more funds until appropriately valued investment opportunities arise.

To mitigate this issue, we are looking towards increasing our interest earnings securely while the funds sit idle in the
bank. Bonds are not exactly our forte and frankly, we see plenty of risks in the bond market due to certain structural
changes.

As we review the performance of this segment, it is also important to bear in mind the recent large percentage increase
in our assets as a result of the IPO on 17 December 2014. As at 31 March 2015, much of the funds from IPO has not
been allocated.

• Private Companies
As mentioned in the Chairman’s statement, our corporate strategy is to operate in Private Equity.

We will continue to look for various companies and businesses with solid track records and management that we can
acquire at a reasonable or even undervalued price. Most importantly, the businesses that we acquire must have the
potential for tremendous growth and future listing.

As at 31 March 2015, we own a stake of 51% in Hemus Pacific and 31% in CPA Academy. We are also in the process of
working through the acquisition of Velocity in accordance to our MOU dated 1 April 2015.

On 31 March 2015, the Group disposed 39.2% of its holding in CPA Academy Pte Ltd (CPAA), a subsidiary, at a price
of S$4,500,000. The Disposal Consideration was fully settled in cash. The sale reduced the Group’s stake in CPAA from
51% to 31%. In accordance with the disposal, CPAA ceased to be a subsidiary and became an associate company of the
Group.

Preparing the companies for listing is not a walk in the park by any measure. We assess our private investments based
on the 3R framework, similar to how we assess public listed companies. Furthermore, the fundamentals of the business
must be sound and sustainable. This is an important factor in our consideration. Because in our opinion, there is no point
going for an IPO if the shareholders of the company to be listed are not going to benefit in the long run.

• Property Projects
After the previous sale of various properties, we only have one property in our portfolio. However, we are entering
this segment in a much bigger way with our upcoming collaboration with Velocity Holdings Pty Ltd (“Velocity”) in

Australia.

Velocity will carry out various development projects and will aim to hold suitable properties to be leased out for rental
income. To carry out this strategy, we will be working through the various items stated in our MOU with Velocity.

As property development projects are capital-intensive by nature we expect Velocity to be able to take on more projects
when they have the financial backing and generate more returns to the Group and you, our shareholders.

For personal use onlyOPERATIONS REVIEW

• Business Associates
We have worked with many business associates who have enabled us to do what we do. They have supported us in various
endeavours, ranging from the mundane such as office maintenance, design and printing services, event organisations, to
the sophisticated corporate advisory services needed for our listing.

To all these parties, I extend my sincerest gratitude.

CLIVE TAN

EXECUTIVE DIRECTOR

14 May 2015

OPERATIONS REVIEW

Financial Position

General
Our financial position continues to grow stronger. Since the inception of the Company, we have decided that it should be
run in a way, where its financial position is accorded higher priority than the founders’ remuneration and benefits. Both
Ken and I recognise this is as a critical building block to ensure the Company’s long-term sustainability.

We have intentionally designed 8I Holdings Ltd to hold more cash than needed. We do not want to be at the mercy
of financial institutions and circumstances. While we recognise that this will present a drag on certain management
metrics such as Return on Equity, we seek to emulate Berkshire Hathaway in terms of their financial strength in all
circumstances.

Human Capital

• Board of Directors
Ken and I have been the Company’s Directors since its inception. Zane and Yiowmin joined as Non-Executive Directors
when we were preparing for our company’s listing in September 2014.

Both brought with them vast experiences and valuable contacts in their respective fields, and have been invaluable in
providing us with the necessary advice and course of action needed to go forward.

• Leadership and Management
Ken and I have been leading and managing the Company since its inception. Our leadership team grew when Pauline
joined us in July 2011 as General Manager, and Louis in April 2015 as Chief Financial Officer.

In the past, Ken and I have had many learning experiences (a positive way of looking at our mistakes!) in hiring,
retaining and managing our valuable human capital. We are very blessed that despite it all, the Company grew fast.

Pauline has been instrumental in planning, executing and scaling up our education segment. Thanks to her, we have run
many successful programmes. This outstanding, driven and versatile lady has undertaken many roles in the Company.
She also has the intelligence and energy to lead her team well.

Louis has just joined us as Chief Financial Officer in April 2015 and he was thrown right into the deep end with the
preparation of the Annual Report. Though new in the Company, he has done a fantastic job and I am excited to see more
from him as the Company progresses. He will be involved in more strategic matters in coming years.

• Team
Our team members are the bedrock of our human capital. You will discover in your interaction with them that they are
some the most fantastic people that you would want in your company. Many of our participants and people who have
interacted with our company have commended this capable team of ours. The Company would not be what it is today
without them.

Many evenings and weekends were sacrificed as our team members gave their utmost effort and time to ensure that the
Company’s operations and investments do well. If anyone should be thanked for the Company’s outstanding business
results, it’s them!

To have a highly capable and passionate team that serves the Company with all their hearts requires intensive training
and personal development. We have a training policy that I believe serves the Company’s purpose of empowering
growth. In order for us to empower others, we have to first empower our team. Do expect increased training expenditure
to expand our team’s capability.

For personal use onlyMarch, 31st

Market capitalisation in excess of
A$185,714,984

February

Completion of Acquisition of CPA Academy Pte Ltd

2015
January

• Acquisition of Hemus Pacific Pte Ltd
• Acquisition of CPA Academy Pte Ltd
• Value Investing Summit 2015 with 1,508 participants
• Completion of Acquisition of Hemus Pacific Pte Ltd

CORPORATE
HIGHLIGHTS

2014
December

• Admission of Official List of ASX Limited
• Official quotation of company’s securities on ASX
• Market capitalisation in excess of A$110,714,702
at the end of listing day

November, 7th

Prospectus approved by ASIC

October, 30th

Prospectus lodged for ASIC approval

August

MIP Batch 50 with 147 graduates

May, 17th

Incorporation of 8I Holdings Ltd

For personal use only

GROUP STRUCTURE

FINANCIAL HIGHLIGHTS

8I HOLDINGS LTD

REVENUE 2012 -2015

NET PROFIT 2012 -2015

10,669.3

4,991.9

8 Investment
Pte. Ltd.
(100%)

8 Capital
Pte. Ltd.
(100%)

8 Education
Pte. Ltd.
(100%)

8 Property PLS
Pte. Ltd.
(100%)

6,517.5

3,277.5

8 Media
Pte. Ltd.
(100%)

8 Business
Pte. Ltd.
(100%)

8 Property
Pte. Ltd.
(100%)

2,430.4

1,492.1

691.2

146.4

Hemus Pacific
Private Limited
(51%)*

CPA Academy
Pte. Ltd.
(31%)*

*As at 31 March 2015

2012*

2013*

2014*

2015

2012*

2013*

2014*

2015

REVENUE
S$ ‘000

NET PROFIT FOR THE PERIOD
S$ ‘000

* Past performamces are extracted from notional figures from Prospectus, which may not be directly comparable

For personal use onlyMILESTONES

2012

• Inaugural Value Investing
Summit with 520 participants

2013

• 2nd Value Investing Summit with
1,187 participants
• Accumulated Group Revenue of
S$10 million

2010

• Incorporation of 8 Property Pte Ltd

2008

• Incorporation of 8 Investment Pte Ltd
• First batch of the Millionaire Investor Program

2011

• Incorporation of 8 Education Pte Ltd
• First batch of the Real Estate Investment
Trusts Program
• First property acquisition Accumulated
Group Revenue of S$1 million

2009

• Incorporation of 8 Capital Pte Ltd
• First acquisition of listed securities

2015

January
4th Value Investing Summit with
1508 participants

March, 31th
Market capitalisation in excess of
A$185,714,984
Annual revenue of S$10,792,717
(from date of incorporation
May, 17th 2014)

Total Number of Participants /

Subscribers:

MIP 3,122

MAPIC 205

BM 437

REITs 573

MIS 652*

VIS 4,463*

M Circle 616*

*Non-unique numbers

2014

January
3rd Value Investing Summit with 1,248 participants

April
First batch of Mencius Advanced Property Investment Course

May, 17th
Incorporation of 8I Holdings Ltd

August
50th batch of the Millionaire Investor Program

December, 17th
Official quotation on ASX

For personal use only
“Mastering others is strength.
Mastering yourself is true power.”

Lao Tzu

RIGHT

MANAGEMENT

For personal use only

MISSION STATEMENT & CORE VALUES

CORE VALUES

EMPOWERING GROWTH

right resources to inspire and empower the growth of 100 million lives

“The 8I Group is founded upon and stands by its mission to provide the
through Education, Investment and Business.”

We Do What We Think and Say

As individuals and as a team to uphold the integrity and congruency of the organisation.

With the beliefs and passion of serving humanity, in order to produce sustainable growth and long term results.

We Enjoy What We Do

We Correct without Invalidation of Self & Others

In order to take ownership and progress beyond the learning experiences, towards greater heights
and achieving Personal Mastery.

We Take Care of One Another

So that there will be no man or woman left behind.

We are Value-Conscious, For the Price Paid

As individuals and an organisation to utilise all resources wisely.

We Uphold the Trust of our Stakeholders

Through our beliefs, behaviour and actions in the long term, which enables us to grow as an
organisation with our Stakeholders.

For personal use onlyBOARD OF DIRECTORS

BOARD OF DIRECTORS

MR. CHEE KUAN TAT, KEN

EXECUTIVE CHAIRMAN

Mr. Ken Chee was appointed Executive Chairman in May 2014. He is a co-founder of the
8I Group and is based in Singapore.

Mr. Chee graduated from the Singapore Polytechnic with a Diploma in Banking and
Financial Services, and the University of Queensland with a Bachelor’s Degree in Business
Administration. He also attended the Columbia Business School in New York and graduated
from its Executive Programme in Value Investing.

As an experienced marketing executive and entrepreneur, Mr. Chee’s professional experiences
include roles as a marketing specialist at Quicken (Singapore) and Regional Business
Development Manager at Telekurs Financial.

He is also the founder and CEO of JM Asia Pte Ltd, which continues to operate today as a
branding and marketing agency in Singapore. In 2005, the President of Singapore awarded
Mr. Chee with the Spirit of Enterprise, Honoree Award for outstanding business results.

MR. CLIVE TAN CHE KOON

EXECUTIVE DIRECTOR

Mr. Clive Tan was appointed Executive Director in May 2014. He is a co-founder of the
8I Group and is based in Singapore.

Mr. Tan holds a Post-Graduate Diploma in Education from the National Institute of Education
and an Honours Degree in Mechanical and Production Engineering from the Nanyang
Technological University. He also attended the University of Technology in Sydney on an
academic exchange programme.

Mr. Tan started his professional career as a secondary school educator in Singapore. That was
when the concept of value investing caught his attention, triggering his interest in investment.
His entrepreneurial journey started when he and his wife acquired a childcare centre.

MR. ZANE ROBERT LEWIS

NON-EXECUTIVE DIRECTOR AND COMPANY SECRETARY (AUSTRALIA)

Mr. Zane Lewis was appointed Non-Executive Director in September 2014. He is the
Company Secretary in Australia.

Mr. Lewis holds a Bachelor of Economics from the University of Western Australia and has
over 20 years of experience and leadership of small cap multinational companies. He has
undertaken various corporate advisory roles with ASX listed companies as well as unlisted
companies and has extensive international experience as President of the Commtech Wireless
Group of software companies in USA, Europe, Hong Kong, China and Australia.

Mr. Lewis is also Non-Executive Director at GRP Group Limited and Company Secretary at
ASX listed companies Lion Energy Limited and APAC Coal Limited as well as AIM listed
company Mosman Oil and Gas Limited.

MR. CHAY YIOWMIN

NON-EXECUTIVE DIRECTOR

Mr. Chay Yiowmin was appointed Non-Executive Director in September 2014.

Mr. Chay has more than 16 years of public accounting experience in Singapore and the United
Kingdom. He is currently an advisory partner of BDO LLP, heading the Corporate Finance
Practice. Prior to joining BDO LLP, Mr. Chay gained his professional experience with a
number of large multinational accounting and audit firms including PricewaterhouseCoopers
LLP, Deloitte LLP and Moore Stephens LLP, the latter of which Mr. Chay was admitted as a
partner in January 2010.

Mr. Chay has also accumulated considerable experience auditing large multinational
corporations and financial institutions, as well as providing business advisory services in
the areas of corporate restructuring, mergers and acquisitions, financial due diligence, and
corporate valuations. He is considered a specialist in the field of Treasury and Financial Risk
Management.

Besides a Master of Business Administration from the University of Birmingham, Mr. Chay
also holds an Honours Degree in Accountancy and a Master of Business from the Nanyang
Technological University. He is a practising member of the Institute of Singapore Chartered
Accountants (ISCA), a Certified Finance and Treasury Professional of the Finance and
Treasury Association, and an Honorary Professor and Fellow Member of the American
Academy of Financial Management.

Mr. Chay currently sits on the Singapore Shipping Association Young Executive Group
Committee and the Corporate Finance Committee of the ISCA. He is also Independent
Director and Chairman of the Audit Committee of UMS Holdings Limited, an SGX listed
company.

For personal use onlyKEY MANAGEMENT

CORPORATE GOVERNANCE
Corporate Governance

MR. LOUIS CHUA CHUN WOEI

CHIEF FINANCIAL OFFICER

Mr. Louis Chua joined 8I Holdings as Chief Financial Officer in April 2015.

Mr. Chua graduated from the University of Queensland with a Bachelor of Commerce
(Finance). He is a member of the Institute of Singapore Chartered Accountants, the Association
of Chartered Certified Accountants and Certified Practising Accountant (CPA) Australia.

Mr. Chua is based in Singapore and has more than 15 years of financial and commercial
experience in various areas including infrastructure development, treasury and controllership
operations, group restructuring and consolidation, and mergers and acquisitions. Before
he joined 8I Holdings, he had 9 years of experience in the offshore industry with Farstad
Shipping, with its holding company listed in the Oslo Stock Exchange. Prior to that, Mr. Chua
was Business Development Manager and Company Secretary of Ho Bee Group. He started
his career with Arthur Andersen (later Ernst & Young) in the Audit Division.

Within the 8I Group, Mr. Chua is responsible for controllership and treasury duties as well as
economic strategy and forecasting for the company.

MS. TEO PUAY LIN, PAULINE

GENERAL MANAGER

Ms. Pauline Teo is the General Manager of 8I Holdings and has been with the 8I Group since
July 2011.

Ms. Teo graduated from the Nanyang Technological University with a Master of Arts
(Instructional Design and Methodology) and a Bachelor in Business Studies. She is based in
Singapore and has more than 10 years of experience working as a public servant, primarily in
the field of learning and development.

During a period with the Singapore Ministry of Defence and in the Civil Service College
of Singapore, Ms. Teo led a team of course developers and had experience doing the full
spectrum of training and development, ranging from conducting learning-needs analysis to
evaluation.

Ms. Teo is responsible for the management and operations of the Company’s financial
education and training seminar business segment. She is also one of the key speakers and
trainers for the various programs, seminars and coaching sessions undertaken by the Company.

The Board has adopted comprehensive systems of control and accountability as the basis for the
administration of corporate governance, which are in effect as of the 15 May 2015. The Board is committed
to administering the Company’s policies and procedures with openness and integrity, pursuing the true spirit
of corporate governance commensurate with the Company’s needs.

To the extent applicable, the Company has adopted the ASX Corporate Governance Council’s Corporate
Governance Principles and Recommendations (Recommendations).

In light of the Company’s size and nature, the Board considers that the current Board is a cost effective and
practical method of directing and managing the Company. As the Company’s activities develop in size,
nature and scope, the size of the Board and the implementation of additional corporate governance policies
and structures will be reviewed.

The Company’s main corporate governance policies and practices as at the date of this report are detailed
below. The Company’s full Corporate Governance Plan is available in a dedicated corporate governance
information section of the Company’s website at www.8iholdings.com.

(a)

Board of Directors
The Board is responsible for the corporate governance of the Company. The Board develops
strategies for the Company, reviews strategic objectives and monitors performance against those
objectives. Clearly articulating the division of responsibilities between the Board and management
will help manage expectations and avoid misunderstandings about their respective roles and
accountabilities.

In general, the Board assumes (amongst others) the following responsibilities:

(i)

(ii)

(iii)

(iv)

(v)

(vi)

(vii)

providing leadership and setting the strategic objectives of the Company;

appointing and when necessary replacing the Executive Directors;

approving the appointment and when necessary replacement, of other senior executives;

undertaking appropriate checks before appointing a person, or putting forward to security
holders a candidate for election, as a director;

overseeing management’s implementation of the Company’s strategic objectives and its
performance generally;

approving operating budgets and major capital expenditure and investment;

overseeing the integrity of the company’s accounting and corporate reporting systems
including the external audit;

(viii) overseeing the company’s process for making timely and balanced disclosure of all material
information concerning the Company that a reasonable person would expect to have a
material effect on the price or value of the Company’s securities;

(ix)

ensuring that the Company has in place an appropriate risk management framework and
setting the risk appetite within which the board expects management to operate; and

(x) monitoring the effectiveness of the Company’s governance practices.

The Company is committed to ensuring that appropriate checks are undertaken before the
appointment of a Director and has in place written agreements with each Director which detail the
terms of their appointment.

For personal use only

Corporate Governance (continued)

(b) Composition of the Board

(c)

(d)

(e)

(f)

Election of Board members is substantially the province of the Shareholders in general meeting. The
Board currently consists of the two Executive Directors (each of whom is a significant Shareholder)
and two Non-Executive Directors (each of whom is independent). As the Company’s activities develop
in size, nature and scope, the composition of the Board and the implementation of additional
corporate governance policies and structures will be reviewed.

Identification and management of risk
The Board’s collective experience will assist in the identification of the principal risks that may affect
the Company’s business. Key operational risks and their management will be recurring items for
deliberation at Board meetings.

Ethical standards
The Board is committed to the establishment and maintenance of appropriate ethical standards.

Independent professional advice
Subject to the Executive Chairman’s approval (not to be unreasonably withheld), the Directors, at the
Company’s expense, may obtain independent professional advice on issues arising in the course of
their duties.

Remuneration Committee
The remuneration of any Executive Director will be decided by the Board following the
recommendation of the Remuneration Committee, without the affected Executive Director
participating in that decision-making process. The Remuneration Committee is currently comprised of
both of the Non-Executive Directors, Mr. Zane Lewis and Mr. Chay Yiowmin, and one of the Executive
Directors, Mr. Clive Tan.

The Articles provide that the Non-Executive Directors will be paid by way of remuneration for their
services as Directors a sum not exceeding such fixed sum per annum as may be determined by the
Directors prior to the first annual general meeting of the Company or pursuant to a resolution passed
at a general meeting of the Company. Until a different amount is determined, the amount of the
remuneration is S$200,000 per annum.

In addition, subject to any necessary Shareholder approval, a Director may be paid fees or other
amounts as the Directors determine where a Director performs special duties or otherwise performs
services outside the scope of the ordinary duties of a Director (e.g. non-cash performance incentives
such as options).

Directors are also entitled to be paid reasonable travel and other expenses incurred by them in the
course of the performance of their duties as Directors.

The Remuneration Committee reviews and approves the Company’s remuneration policy in order to
ensure that the Company is able to attract and retain executives and Directors who will create value
for Shareholders, having regard to the amount considered to be commensurate for an entity of the
Company’s size and level of activity as well as the relevant Directors’ time, commitment and
responsibility.

The Board is also responsible for reviewing any employee incentive and equity-based plans including
the appropriateness of performance hurdles and total payments proposed.

Corporate Governance (continued)

(g)

Trading policy
The Board has adopted a policy that sets out the guidelines on the sale and purchase of securities in
the Company by its key management personnel (i.e. Directors and, if applicable, any employees
reporting directly to the Executive Directors). The policy generally provides that the written
acknowledgement of the Executive Chairman (or the Board in the case of the Executive Chairman)
must be obtained prior to trading.

(h) Diversity policy

The Board values diversity and recognises the benefits it can bring to the organisation’s ability to
achieve its goals. Accordingly, the Company has set in place a diversity policy. This policy outlines the
Company’s diversity objectives in relation to gender, age, cultural background and ethnicity. It
includes requirements for the Board to establish measurable objectives for achieving diversity, and for
the Board to assess annually both the objectives, and the Company’s progress in achieving them.

(i)

(j)

(k)

(l)

Audit and Risk Committee
The Company has established an Audit and Risk Committee which operates under an Audit and Risk
Committee Charter which includes, but is not limited to, monitoring and reviewing any matters of
significance affecting financial reporting and compliance, the integrity of the financial reporting of the
Company, the Company’s internal financial control system and the Company’s risk management
systems, the identification and management of business, economic, environmental and social
sustainability risk and the external audit function. Such a review has taken place during the financial
period ended 31 March 2015. The Audit and Risk Committee is currently comprised of the Non-
Executive Directors and the Executive Chairman.

External audit
The Company in general meetings is responsible for the appointment of the external auditors of the
Company, and the Board from time to time will review the scope, performance and fees of those
external auditors following the recommendation from the Audit Committee.

Internal audit
The Company does not have an internal audit function. The Board considers the Audit and Risk
Committee and financial control function in conjunction with its risk management policy is sufficient
for a Company of its size and complexity.

Evaluation of the performance of the board and senior executives
A formal evaluation of the performance of the board, or senior executives, was not carried out in the
financial period ended 31 March 2015 as the performance of the board, its committees, the individual
directors and senior executives is assessed on an on-going basis by the Chairman of the Board. The
performance of the Chairman of the board is assessed on an on-going basis by the Board as a whole.

(m) Gender Diversity

The Group does not discriminate on the basis of gender and has no measurable objectives for
achieving gender diversity.

For personal use only

Corporate Governance (continued)

Departures from Recommendations

Following admission to the Official List, the Company will be required to report any departures from the
Recommendations in its annual financial report.

The Company’s compliance and departures from the Recommendations as at the date of this report are
detailed in the table below.

Principles and Recommendations

Explanation for Departure

2.1 The board of a listed entity
should have a nomination
committee

The Company does not comply with Principle 2.1. The Company is not
of a relevant size to consider formation of a nomination committee to
deal with the selection and appointment of new Directors and as such a
nomination committee has not been formed.

Nominations of new Directors are considered by the full Board. If any
vacancies arise on the Board, all directors are involved in the search
and recruitment of a replacement. The Board has taken a view that the
full Board will hold special meetings or sessions as required. The Board
is confident that this process for selection, including undertaking
appropriate checks before appointing a person, or putting forward to
security holders a candidate for election, and review is stringent and
full details of all Directors will be provided to Shareholders in the
annual report and on the Company’s website.

The Company has not disclosed the board skills matrix. Given the
nature and size of the Company, its business interests and the stage of
development, the Board is of the view that there is an adequate and
broad mix of skills required and that given their experience, each of the
directors are aware of and capable of acting in an independent manner
and in the best interests of the shareholders.

2.2 A listed entity should have
and disclose a board skills matrix

2.4 Majority of the board of a
listed entity should be
independent directors

The Board considers that only two out of the four Directors are
independent directors
in accordance with the ASX Corporate
Governance Council’s definition of independence:

Mr. Zane Lewis (Independent Non-Executive Director)

Mr. Chay Yiowmin (Independent Non-Executive Director)

The Board considers that the Company is not currently of a size, nor are
its affairs of such complexity to justify the expense of the appointment
of additional independent non-executive Directors.

The Board believes that the individuals on the Board can make, and do
make, quality and independent judgements in the best interests of the
Company on all relevant issues. Directors having a conflict of interest in
relation to a particular item of business must absent themselves from
the Board meeting before commencement of discussion on the topic.

Corporate Governance (continued)

Departures from Recommendations (continued)

Principles and Recommendations

Explanation for Departure

2.5 The chair of the board of a
listed entity should be an
independent director

Mr. Chee currently holds the position of Executive Chairman which
does not comply with the ASX Corporate Governance Council’s
recommendations.

While the Board considers the importance of a division of responsibility
and independence at the head of the Company, the existing structure is
considered appropriate and provides a unified leadership structure.
Mr. Chee has been the major force behind the establishment of the 8I
Group and its current growth and direction. The Board considers that,
at this stage of the Company’s development, he is able to bring quality
and independent judgement to all relevant issues, and the Company
benefits from his long standing experience of its operations and
business relationships.

4.1 The board of a listed entity
should have an audit committee
of at least three members that
are non-executive

The Board considers that the Company is not currently of a size, nor are
its affairs of such complexity to justify the expense of the appointment
of additional non-executive Director to satisfy this recommendation.

The Board believes that the individuals on the Audit Committee can
make, and do make, quality and informed judgements in the best
interests of the Company on all relevant issues.

7.1 The board of a listed entity
should have a risk committee

The Board has not established a separate Risk Management
Committee. However it has established an Audit and Risk Committee
that has assumed the role of a separate Risk Management Committee,
and operates under a charter approved by the Board. The Board is
ultimately responsible for risk oversight and risk management.
Discussions on the recognition and management of risks were also
considered by the Board.

Directors Meetings
Since the date of incorporation, 2 meetings of directors were held. Attendances by each director during the
period were as follows:

DIRECTORS
Ken Chee Kuan Tat
Clive Tan Che Koon
Zane Robert Lewis
Yiowmin Chay

DIRECTORS' MEETINGS

ELIGIBLE TO ATTEND
2
2
2
2

ATTENDED
2
2
2
2

Environmental Issues
The Company’s operations comply with all relevant environmental laws and regulations, and have not been
subject to any actions by environmental regulators.

For personal use only

Remuneration Report

Remuneration Report (continued)

This remuneration report set out information about the remuneration of 8I Holdings Limited’s key
management personnel for the financial period ended 31 Match 2015. The term ‘key management
personnel’ refer to those persons having authority and responsibility for planning, directing, controlling the
activities of the consolidated entity, directly or indirectly, including any director (whether executive or
otherwise) of the consolidated entity.

Remuneration policy
The remuneration policy of 8I Holdings Limited has been designed to align director and executive objectives
with shareholder and business objectives. The board of the Company believes the remuneration policy to be
appropriate and effective in its ability to attract and retain the best executives and directors to run and
manage the Company and Consolidated Group, as well as create goal congruence between directors,
executives and shareholders.

All remuneration paid to directors and executives is valued at the cost to the Consolidated Group and
expensed.

The names and positions of key management personnel of the Company and of the Consolidated Entity who
have held office during the financial period are:

Chee Kuan Tat, Ken
Clive Tan Che Koon
Chay Yiowmin
Zane Robert Lewis

Pauline Teo

Executive Chairman (appointed on 17 May 2014)
Executive Director (appointed on 17 May 2014)
Non-Executive Director (appointed on 22 September 2014)
Non-Executive Director and Company Secretary (Australia)
(appointed on 22 September 2014)
General Manager

Service Agreements
Remuneration and other terms of employment for the Executive Directors and other Key Management
Personnel are formalized in a service agreement. For Non-Executive Directors, these terms are set out in a
Letter of Appointment. The major provisions of the agreements relating to remuneration are set out below.

Name
Chee Kuan Tat, Ken
Clive Tan Che Koon
Chay Yiowmin
Zane Robert Lewis

Base Salary(1)
S$260,000 p.a.
S$208,000 p.a.
S$nil
S$nil

Pauline Teo

S$144,000 p.a.

Fees
S$nil
S$nil
S$36,000 p.a.(2)
S$36,000 p.a.(2)
A$60,000 p.a.(3)
S$nil

Term of Agreement Notice Period

No fixed term
No fixed term
No fixed term
No fixed term

N/A
N/A
N/A
N/A

No fixed term

2 months

(1) Excluding employer’s Central Provident Fund (CPF) contribution
(2) Non-executive director fee
(3) Company secretary fee

Details of Remuneration

Compensation 2015

Compensation of Directors
Chee Kuan Tat, Ken
Clive Tan Che Koon
Chay Yiowmin
Zane Robert Lewis

Compensation of other key
management personnel

Pauline Teo
Compensation of director of a

subsidiary
Jimmy Lim

Short Term Benefits
Fees
Salaries
S$
S$

Central
Provident
Fund
S$

Total
S$

Percentage
at Risk

157,620
130,243
-
-

216,852*
92,517*
18,900
37,385

8,630
8,630
-
-

383,102
231,390
18,900
37,385

0%
0%
0%
0%

287,863

365,654

17,260

670,777

98,545

38,145*

9,000

145,690

56,475

9,600

66,075

155,020

38,145

18,600

211,765

* The fees paid to Mr Chee, Mr Tan and Ms Teo pertained to speaker and trainer services performed before
30 September 2014. Subsequent to 30 September 2015, all key management personnel were no longer
entitled to speaker fees and trainer fees for their services performed.

The Company did not provide any equity compensation to directors or executives during the period ended 31
March 2015.

The Company also reimburses validly incurred business expenses of Key Management Personnel.

Other Information
There were no loans made to any Key Management Personnel during the period or outstanding at period
ended.

Apart from disclosed elsewhere in this report, there were no transactions with Key Management Personnel
during the period.

During the financial period, a Remuneration Committee was set up to review and approve the Company’s
remuneration policy.

For personal use only

“Price is what you pay.
Value is what you get.”

Warren Buffett

RIGHT
FINANCIALS

For personal use onlyGENERAL INFORMATION
REVIEW OF PERFORMANCE OF THE GROUP

Directors’ Report
DIRECTORS’ REPORT
REVIEW OF PERFORMANCE OF THE GROUP

General Information
As at 31 March 2015

Directors

Mr Chee Kuan Tat, Ken (Executive Chairman)
Mr Clive Tan Che Koon (Executive Director)
Mr Chay Yiowmin (Non-executive Director)
Mr Zane Robert Lewis (Non-executive Director)

Company secretary (Singapore)

Mr Ang Teck Huat

Company secretary (Australia)

Mr Zane Robert Lewis

ARBN:

601 582 129

The directors are pleased to present their report to the members together with the audited consolidated
financial statements of 8I Holdings Limited (the Company) (previously known as 8 Group Ltd.) and its
subsidiaries (collectively, the Group) and the statement of financial position and statement of changes in
equity of the Company for the financial period from 17 May 2014 (date of incorporation) to 31 March 2015.

Directors

The directors of the Company in office at the date of this report are as follows:

Mr Chee Kuan Tat, Ken
Mr Clive Tan Che Koon
Mr Chay Yiowmin
Mr Zane Robert Lewis

Registered office (Singapore)

Goldbell Towers, 47 Scotts Road, #03-03/04, Singapore 228233

Arrangements to enable Directors to acquire shares and debentures

Tel: +65 6225 8480
Fax: +65 6235 0332

Registered office (Australia)

C/- SmallCap Corporate Pty Ltd, Level 1, 981 Wellington Street,
Perth, WA, Australia, 6005

Neither at the end of nor at any time during the financial period was the Company a party to any
arrangement whose objects are, or one of whose objects is, to enable the directors of the Company
to acquire benefits by means of the acquisition of shares or debentures of the Company or any other
body corporate.

Tel: +61 (8) 6555 2950
Fax: +61 (8) 9321 3102

Directors’ interests in shares and debentures

Principal place of business

Goldbell Towers, 47 Scotts Road, #03-03/04, Singapore 228233

Share registrar

Boardroom Pty Limited
Level 7, 207 Kent Street, Sydney, NSW, Australia 2000

Auditors

Tel: +61 (2) 9290 9600
Fax: +61 (2) 9279 0664

Kong, Lim & Partners LLP
Chartered Accountants
13A MacKenzie Road
Singapore 228676
Partner in charge: Charles Parulian (since 2014)

Tel: +65 6227 4180
Fax: +65 6324 0213

Stock exchange listing

8I Holdings Limited shares are listed on the Australian
Securities Exchange (ASX code: 8IH)

Website

www.8iholdings.com

This report covers both 8I Holdings Limited as an individual entity and the consolidated entity comprising 8I
Holdings Limited and its subsidiaries. The Group’s functional currency and presentation currency is Singapore
Dollars (S$). A description of the Group’s operations and of its principal activities is included in the notes to
the financial statements. The directors’ report is not part of the financial report.

The following directors, who held office at the end of the financial period, had, according to the
register of directors’ shareholdings required to be kept under section 164 of the Singapore
Companies Act, Cap. 50, an interest in shares and share options of the Company and related
corporations (other than wholly-owned subsidiaries) as stated below:

Number of ordinary shares

Name of directors

The Company
Mr Chee Kuan Tat, Ken
Mr Clive Tan Che Koon
Mr Zane Robert Lewis

Direct interest

Deemed interest

At the date of
incorporation
or date of
appointment

At the end of
financial
period

At the date of
incorporation
or date of
appointment

At the end of
financial
period

57,000,000
43,000,000

86,640,000
65,360,000
10,000

-
-
-

73,800,000*
73,800,000*
30,000

Notes:
* Held in the name of 8 Capital Equities BVI

There was no change in any of the above-mentioned interests in the Company between the end of
the financial period and 17 May 2014.

Except as disclosed in this report, no director who held office at the end of the financial period had
interests in shares, share options, warrants or debentures of the Company, or of related corporations,
either at the beginning of the financial period, or date of appointment if later, or at the financial
period.

For personal use only

Directors’ Report

Directors’ contractual benefits

Directors’ Report

Auditor

Except as disclosed in the financial statements, since the date of incorporation, no director of the
Company has received or become entitled to receive a benefit by reason of a contract made by the
Company or a related corporation with the director, or with a firm of which the director is a member,
or with a company in which the director has a substantial financial interest.

Kong, Lim & Partners LLP have expressed their willingness to accept reappointment as auditor.

Audit committee

On behalf of the board of directors,

The audit committee (AC) carried out its functions in accordance with section 201B(5) of the
Singapore Companies Act, Cap. 50, including the following:

- Reviews the audit plans of the internal and external auditors of the Company, and reviews the
internal auditors’ evaluation of the adequacy of the Company’s system of internal accounting
controls and the assistance given by the Company’s management to the external and internal
auditors

- Reviews the quarterly and annual financial statements and the auditor’s report on the annual

financial statements of the Company before their submission to the board of directors

Mr Chee Kuan Tat, Ken
Director

Singapore, 15 May 2015

Mr Clive Tan Che Koon
Director

- Reviews effectiveness of the Company’s material

including financial,
operational and compliance controls and risk management via reviews carried out by the internal
auditors

internal controls,

- Meets with the external auditors, other committees, and management in separate executive
sessions to discuss any matters that these groups believe should be discussed privately with the
AC

- Reviews legal and regulatory matters that may have a material impact on the financial
statements, related compliance policies and programmes and any reports received from
regulators

- Reviews the cost effectiveness and the independence and objectivity of the external auditors

- Reviews the nature and extent of non-audit services provided by the external auditors

- Recommends to the board of directors the external auditors to be nominated, approves the

compensation of the external auditors, and reviews the scope and results of the audit

- Reports actions and minutes of the AC to the board of directors with such recommendations as

the AC considers appropriate

The AC, having reviewed all non-audit services provided by the external auditors to the Group, is
satisfied that the nature and extent of such services would not affect the independence of the
external auditors. The AC has also conducted a review of interested person transactions.

Further details regarding the AC are disclosed in the Report on Corporate Governance.

For personal use only

Statement by Directors
STATEMENT BY DIRECTORS

INDEPENDENT AUDITOR’S REPORT

We state that, in the opinion of the board of directors,

(a) the accompanying statements of financial position, consolidated statement of comprehensive
income, statements of changes in equity and consolidated statement of cash flows together with
notes thereto are drawn up so as to give a true and fair view of the state of affairs of the Group and
of the Company as at 31 March 2015 and the results of the business, changes in equity and cash
flows of the Group and the changes in equity of the Company for the period ended on that date;
and

(b) at the date of this statement, there are reasonable grounds to believe that the Company will be able

to pay its debts as and when they fall due.

On behalf of the board of directors,

Report on the Consolidated Financial Statements

Independent Auditor’s Report
To the members of 8I Holdings Limited

13A MacKenzie Road
Singapore 228676
T: (65) 6227 4180
F: (65) 6324 0213
konglim@klp.com.sg
www.konglim.com.sg

Mr Chee Kuan Tat, Ken
Director

Singapore,
15 May 2015

Mr Clive Tan Che Koon
Director

We have audited the accompanying financial statements of 8I Holdings Limited (the “Company”) and its
subsidiaries (the “Group”), which comprise the statements of financial position of the Group and the
Company as at 31 March 2015, the statements of changes in equity of the Group and the Company and the
consolidated statement of comprehensive income and consolidated statement of cash flows of the Group
for the period from 17 May 2014 (date of incorporation) to 31 March 2015, and a summary of significant
accounting policies and other explanatory information.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation of consolidated financial statements that give a true and fair
view in accordance with the provisions of the Singapore Companies Act, Cap. 50 (the “Act”) and Singapore
Financial Reporting Standards, 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 profit and loss accounts and statement of financial position and to maintain
accountability of assets.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with Singapore Standards on Auditing. Those standards require that
we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about
whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the
assessment of the risks of material misstatement of the consolidated financial statements, whether due to
fraud or error. In making those risk assessments, the auditor considers internal control relevant to the
entity’s preparation of the consolidated financial statements that give a true and fair view 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 entity’s internal control. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of accounting estimates made by management, as well as
evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.

For personal use only

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Consolidated Statement of Comprehensive Income
For the financial period from 17 May 2014 (date of incorporation) to 31 March 2015

Revenue

Other income

Other items of expense
Administrative expenses
Other operating expenses
Finance costs
Profit before tax
Income tax expense
Profit for the period

Other comprehensive income:
Net fair value gain on re-measurement of financial assets available for
sale, representing the other comprehensive income for the period,
net of tax

Total comprehensive income for the period

Attributable to:
Owners of the Company
Non-controlling interest
Total comprehensive income for the period

Earnings per share (cents per share)
Basic
Diluted

Group
17.5.2014 (date
of
incorporation)
to 31.3.2015
S$

10,669,319

141,167

(2,443,986)
(2,630,560)
(7,168)
5,728,772
(736,875)
4,991,897

Notes

5
6

55,983
5,047,880

4,847,674
200,206
5,047,880

7
7

1.70
1.70

The accompanying accounting policies and explanatory notes form an integral part of the financial
statements.

For personal use only

STATEMENTS OF FINANCIAL POSITION

STATEMENTS OF CHANGES IN EQUITY

Statements of Financial Position
As at 31 March 2015

Statements of Changes in Equity
As at 31 March 2015

Assets
Current Assets
Cash and cash equivalents
Trade and other receivables
Prepaid operating expenses
Investment securities

Non-current Assets
Plant and equipment
Investment properties
Intangible assets
Investment in subsidiaries
Investment in associate
Investment securities

Total Assets

Liabilities
Current Liabilities
Trade and other payables
Hire purchase
Income tax payable
Unearned revenue

Non-current Liabilities
Deferred tax liabilities
Hire purchase

Total Liabilities

Net Assets

Equity
Equity attributable to owners of the Company
Share capital
Retained earnings
Other reserves

Non-controlling interests
Total Equity

Notes

Group
31.3.2015
S$

Company
31.3.2015
S$

8
9

11
12
13
14
15
10

16
16

18
16

21,656,807
2,030,660
411,814
12,091,307
36,190,588

214,052
208,667
1,901,072
-
959,696
814,201
4,097,688

5,278,839
24,632,403
642
-

29,911,884

-
-
-
4,779,957
-
-
4,779,957

40,288,276

34,691,841

954,017
22,477
797,853
1,920,801
3,695,148

41,331
41,688
83,019

30,841
-
52,000
-
82,841

-
-
-

3,778,167

82,841

36,510,109

34,609,000

30,983,691
4,791,691
55,983
35,831,365
678,744
36,510,109

30,983,691
3,625,309
-

34,609,000

2015
Group

Attributable to owners of the Company

Equity
attributable
to owners of
the
Company,
total
S$

Note

Equity total
S$

Share capital
S$

Retained
earnings
S$

Fair value
reserve
S$

Opening balance at 17.5.2014
(date of incorporation)

116

Profit for the period

4,991,897

4,791,691

Non-
controlling
interests
S$

200,206

Other comprehensive income
Net fair value gain on
re-measurement of financial

assets available for sale
Other comprehensive income
for the period, net of tax

Total comprehensive income

for the period

Contributions by and

distributions to owners

Issuance of shares
Conversion of related party

loans to shares

Conversion of third party loans

to shares

Share issuance expense
Total contributions by and
distributions to owners

Changes in ownership

interests in subsidiaries
Acquisition of subsidiaries
Disposal of subsidiaries
Total changes in ownership
interests in subsidiaries

Total transactions with owners
in their capacity as owners

55,983

5,047,880

4,847,674

55,983

4,791,691

55,983

200,206

26,114,998 26,114,998 26,114,998

19
19

670,440

5,216,977
(1,018,840)

30,983,575

516,844
(38,306)

478,538

-
-

31,462,113

30,983,575

-
-

516,844
(38,306)

478,538

Closing balance at 31.3.2015

36,510,109

35,831,365

30,983,691

4,791,691

55,983

678,744

The accompanying accounting policies and explanatory notes form an integral part of the financial
statements.

For personal use only

Statements of Changes in Equity
As at 31 March 2015

2015
Company

Opening balance at 17.5.2014
(date of incorporation)

Profit for the period, representing total
comprehensive income for the period

Contributions by and distributions to owners
Issuance of shares
Conversion of related party loans to shares
Conversion of third party loans to shares
Share issuance expense
Total transactions with owners in their capacity as owners

Note

Equity total
S$

Share capital
S$

Retained
earnings
S$

116

3,625,309

19
19
19
19

26,114,998 26,114,998
670,440
670,440
5,216,977
5,216,977
(1,018,840)
(1,018,840)
30,983,575 30,983,575

-
-
-

Closing balance at 31.3.2015

34,609,000

30,983,691

3,625,309

CONSOLIDATED STATEMENT OF CASH FLOWS

Consolidated Statement of Cash Flows
For the financial period from 17 May 2014 (date of incorporation) to 31 March 2015

Operating activities
Profit before income tax
Adjustments for:
Fair value gain on held-for-trading financial assets
Profit from sale of a subsidiary’s shares
Gain from bargain purchase
Dividend income
Interest income
Depreciation of plant and equipment
Finance costs
Total adjustments
Operating cash flows before changes in working capital
Changes in working capital:
Prepaid operating expenses
Trade and other receivables
Unearned revenue
Trade and other payables
Total changes in working capital
Cash flows generated from operations
Interest received
Interest paid
Income taxes paid
Net cash flows generated from operating activities

Investing activities
Acquisition of subsidiaries by cash, net of cash acquired
Acquisition of subsidiaries by shares swap, net of cash acquired
Proceeds from sale of shares in subsidiary, net of cash disposed
Dividend income from investment securities
Purchase of investment securities
Net cash flows used in investing activities

Financing activities
Issuance of shares
Share issuance
Net cash flows generated from financing activities

Net increase in cash and cash equivalents
Cash and cash equivalents at incorporation date
Cash and cash equivalents at the end of the period

Group
17.5.2014 (date
of
incorporation)
to 31.3.2015
S$

Notes

5,728,772

(1,121,997)
(3,880,841)
(17,769)
(225,476)
(8,182)
102,315
7,168
(5,144,782)
583,990

(411,764)
236,075
1,020,863
498,508
1,343,682
1,927,672
8,182
(7,168)
(279,853)
1,648,833

(3,796,465)
4,825,565
3,761,839
225,476
(5,324,758)
(308,343)

21,335,041
(1,018,840)
20,316,201

21,656,691
116
21,656,807

4
4
4
4
4
5

19
19

The accompanying accounting policies and explanatory notes form an integral part of the financial
statements.

For personal use only

Consolidated Statement of Cash Flows
For the financial period from 17 May 2014 (date of incorporation) to 31 March 2015

The Group disposed 39.2% of its holding in CPA Academy Pte. Ltd. (the CPAA), a subsidiary, on 30 March 2015
at a price of S$4,500,000. The disposal consideration was fully settled in cash. The sale reduced the Group’s
stake in CPAA from 51% to 31%. Accordingly, CPAA ceased to be a subsidiary and became an associate
company of the Group.

The value of assets and liabilities of CPA Academy Pte. Ltd. recorded in the consolidated financial statements
as at 30 March 2015, and the cash flow effect of the disposal were:

Plant and equipment

Prepaid operating expenses

Trade and other receivables

Cash and cash equivalents

Income tax payable

Unearned revenue

Trade and other payables

Deferred tax liabilities

Carrying value of net assets

Total consideration

Cash and cash equivalents of the subsidiary

Net cash inflow on sale of shares in subsidiary

Group
31.3.2015

4,117

4,353

17,943

738,161

764,574

(41,307)

(318,271)

(328,936)

(949)

75,111

4,500,000

(738,161)

3,761,839

NOTES TO THE FINANCIAL STATEMENTS

Notes to the Financial Statements
For the financial period from 17 May 2014 (date of incorporation) to 31 March 2015

Corporate information

8I Holdings Limited (the “Company”) is a limited liability company incorporated and domiciled in
Singapore and is listed on the Australian Securities Exchange (ASX). With effect from 15 August
2014, the name of the Company was changed from 8 Group Ltd. to 8I Holdings Limited.

The registered office and principal place of business of the Company is located at Goldbell Towers,
47 Scotts Road, #03-03/04, Singapore 228233.

The principal activity of the Company is investment holding. The principal activities of the
subsidiaries are disclosed in Note 14 to the financial statements.

2.1

Significant accounting policies

Basis of preparation

The consolidated financial statements of the Group and the statement of financial position and
statement of changes in equity of the Company have been prepared in accordance with the
Singapore Financial Reporting Standards (FRS) including related interpretations promulgated by the
Accounting Standards Council and the disclosure requirements of the Singapore Companies Act,
Cap. 50.

The financial statements have been prepared on a historical cost basis, unless stated otherwise.

The financial statements are presented in Singapore Dollar (SGD or S$).

2.2

Standards issued but not yet effective

The Group has not adopted the following standards and interpretations that have been issued but
not yet effective:

Description
Improvements to FRSs (January 2014)
Amendments to FRS 16 Property, Plant and
Equipment and FRS 38 Intangible Assets
Amendments to FRS 24 Related Party Disclosures
Amendments to FRS 103 Business Combinations
Amendments to FRS 113 Fair Value Measurement
Amendments to FRS 108 Operating Segments

Improvement to FRSs (February 2014)
Amendments to FRS 103 Business Combination
Amendments to FRS 113 Fair Value Measurement

Effective for annual year
beginning
on or after

1 July 2014

1 July 2014
1 July 2014
1 July 2014
1 July 2014

1 July 2014
1 July 2014

The directors expect that the adoption of the standards and interpretations above will have no
material impact on the financial statements in the period of initial application.

The accompanying accounting policies and explanatory notes form an integral part of the financial
statements.

For personal use only

Notes to the Financial Statements
For the financial period from 17 May 2014 (date of incorporation) to 31 March 2015

Significant accounting policies (continued)

2.3

Basis of consolidation

Significant accounting policies (continued)

2.4

Business combinations and goodwill (continued)

The consolidated financial statements comprise the financial statements of the Company and its
subsidiaries as at the end of the reporting period. The financial statements of the subsidiaries used
in the preparation of the consolidated financial statements are prepared for the same reporting
date as the Company. Consistent accounting policies are applied to like transactions and events in
similar circumstances.

All intra-group balances, income and expenses and unrealised gains and losses resulting from intra-
group transactions and dividends are eliminated in full.

Subsidiaries are consolidated from the date of acquisition, being the date on which the Group
obtains control, and continue to be consolidated until the date that such control ceases.

Losses within subsidiaries are attributed to the non-controlling interest even if that results in a
deficit balance.

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an
equity transaction. If the Group loses control over a subsidiary, it:










De-recognises the assets (including goodwill) and liabilities of the subsidiary at their carrying
amounts at the date when control is lost;

De-recognises the carrying amount of any non-controlling interest;
De-recognises the cumulative transaction differences recorded in equity;
Recognises the fair value of the consideration received;
Recognises the fair value of any investment retained;
Recognises any surplus or deficit in profit or loss;

Re-classifies
comprehensive income to profit or loss or retained earnings, as appropriate.

the Group’s share of components previously

recognised

in other

2.4

Business combinations and goodwill

Business combinations are accounted for by applying the acquisition method. Identifiable assets
acquired and liabilities assumed in a business combination are measured initially at their fair values
at the acquisition date. Acquisition-related costs are recognised as expenses in the periods in which
the costs are incurred and the services are received.

Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the
acquisition date. Subsequent changes to the fair value of the contingent consideration which is
deemed to be an asset or liability, will be recognised in profit or loss.

The Group elects for each individual business combination, whether non-controlling interest in the
acquiree (if any), that are present ownership interests and entitle their holders to a proportionate
share of net assets in the event of liquidation, is recognised on the acquisition date at fair value, or
at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets. Other
components of non-controlling interests are measured at their acquisition date fair value, unless
another measurement basis is required by another FRS.

Any excess of the sum of the fair value of the consideration transferred in the business combination,
the amount of non-controlling interest in the acquiree (if any), and the fair value of the Group’s
previously held equity interest in the acquiree (if any), over the net fair value of the acquiree’s
identifiable assets and liabilities is recorded as goodwill. In instances where the latter amount
exceeds the former, the excess is recognised as gain on bargain purchase in profit or loss on the
acquisition date.

Goodwill is initially measured at cost. Following initial recognition, goodwill is measured at cost less
any accumulated impairment losses.

For the purpose of impairment testing, goodwill acquired in a business combination is, from the
acquisition date, allocated to the Group’s cash-generating units that are expected to benefit from
the synergies of the combination, irrespective of whether other assets or liabilities of the acquire are
assigned to those units.

The cash-generating units to which goodwill have been allocated is tested for impairment annually
and whenever there is an indication that the cash-generating unit may be impaired. Impairment is
determined for goodwill by assessing the recoverable amount of each cash-generating unit (or
group of cash-generating units) to which the goodwill relates.

2.5

Transactions with non-controlling interests

Non-controlling interest represent the equity in subsidiaries not attributable, directly or indirectly,
to owners of the Company and are presented separately in the consolidated statement of
comprehensive income and within equity in the consolidated statement of financial position
separately from equity attributable to owners of the Company.

Changes in the Company owners’ ownership interest in a subsidiary that do not result in a loss of
control are accounted for as equity transactions. In such circumstances, the carrying amounts of
the controlling and non-controlling interests are adjusted to reflect the changes in their relative
interests in the subsidiary. Any difference between the amount by which the non-controlling
interest is adjusted and the fair value of the consideration paid or received is recognised directly in
equity and attributed to owners of the Company.

2.6

Subsidiaries

A subsidiary is an investee that is controlled by the Group. The Group controls an investee when it
is exposed, or has rights, to variable returns from its investment with the investee and has ability to
affect these returns through its power over the investee.

In the Company’s separate financial statements, investment in subsidiaries are accounted for at
cost less impairment losses. On disposal of investment in subsidiaries, the difference between
disposal proceeds and the carrying amounts of the investment are recognised in profit or loss.

For personal use only

Notes to the Financial Statements
For the financial period from 17 May 2014 (date of incorporation) to 31 March 2015

Significant accounting policies (continued)

2.7

Associate

An associate is an entity over which the Group has the power to participate in the financial and
operating policy decisions of the investee but does not have control of those policies.

The Group account for its investment in associate using the equity method from the date on which
it becomes an associate.

On acquisition of the investment, any excess of the cost of the investment over the Group’s share of
the net fair value of the investee’s identifiable assets and liabilities is accounted as goodwill and is
included in the carrying amount of the investment. Any excess of the Group’s share of the net fair
value of the investee’s identifiable assets and liabilities over the cost of the investment is included as
income in the determination of the entity’s share of the associate’s profit or loss in the period in
which the investment is acquired.

Under the equity method, the investment in associate is carried in the balance sheet at cost plus
post-acquisition changes in the Group’s share of net assets of the associate. The profit or loss
reflects the share of results of the operations of the associate. Distributions received from the
associate reduces the carrying amount of the investment. Where there has been a change
recognised in other comprehensive income by the associate, the Group recognises its share of such
changes in other comprehensive income. Unrealised gains and losses resulting from transactions
between the Group and associate are eliminated to the extent of the interest in the associate.

When the Group’s share of losses in an associate equals or exceeds its interest in the associate, the
Group does not recognise further losses, unless it has incurred obligations or made payments on
behalf of the associate.

After application of the equity method, the Group determines whether it is necessary to recognise
an additional impairment loss on the Group’s investment in associate. The Group determines at the
end of each reporting period whether there is any objective evidence that the investment in the
associate is impaired.

If this is the case, the Group calculates the amount of impairment as the difference between the
recoverable amount of the associate and its carrying value and recognises the amount in profit or
loss.

The financial statements of the associate is prepared as the same reporting date as the Company.
Where necessary, adjustments are made to bring the accounting policies in line with those of the
Group.

Upon loss of significant influence over the associate, the Group measures the retained interest at
fair value. Any difference between the fair value of the aggregate of the retained interest and
proceeds from disposal and the carrying amount of the investment at the date the equity method
was discontinued is recognised in profit or loss.

2.8

Foreign currency

Transaction and balances

Transactions in foreign currencies are measured in the respective functional currencies of the
Company and its subsidiaries and are recorded on initial recognition in the functional currencies at
exchange rates approximating those ruling at the transaction dates. Monetary assets and liabilities
denominated in foreign currencies are translated at the rate of exchange ruling at the end of the
reporting period. Non-monetary items that are measured in terms of historical cost in a foreign
currency are translated using the exchange rates as at the dates of the initial transactions. Non-
monetary items measured at fair value in a foreign currency are translated using the exchange rates
at the date when the fair value was determined.

Exchange differences arising on the settlement of monetary items or on translating monetary items
at the end of the reporting period are recognised in profit or loss except for exchange differences
arising on monetary items that form part of the Group’s net investment in foreign operations,
which are recognised initially in other comprehensive income and accumulated under foreign
currency translation reserve in equity. The foreign currency translation reserve is reclassified from
equity to profit or loss of the Group on disposal of the foreign operation.

Consolidated financial statements

For consolidation purpose, the assets and liabilities of foreign operations are translated into SGD at
the rate of exchange ruling at the end of the reporting period and their profit or loss are translated
at the exchange rates prevailing at the date of the transactions. The exchange differences arising on
the translation are recognised in other comprehensive income. On disposal of a foreign operation,
the component of other comprehensive income relating to that particular foreign operation is
recognised in profit or loss.

In the case of a partial disposal without loss of control of subsidiaries that includes a foreign
operation, the proportionate share of the cumulative amount of the exchange differences are re-
attributed to non-controlling interest and are not recognised in profit or loss. For partial disposals of
associates or jointly controlled entities that are foreign operations, the proportionate share of the
accumulated exchange differences is reclassified to profit or loss.

2.9

Plant and equipment

All items of plant and equipment are initially recorded at cost. The cost of an item of equipment is
recognised as an asset if, and only if, it is probable that future economic benefits associated with the
item will flow to the Group and the cost of the item can be measured reliably.

Subsequent to recognition, plant and equipment are stated at cost less accumulated depreciation
and any accumulated impairment losses.

For personal use only

Notes to the Financial Statements
For the financial period from 17 May 2014 (date of incorporation) to 31 March 2015

2.9

Significant accounting policies (continued)

Plant and equipment (continued)

Significant accounting policies (continued)

2.11

Impairment of non-financial assets

Depreciation is calculated on a straight-line basis so as to write off the costs of the assets over their
estimated useful lives. The estimated useful lives used are as follows:

Office Equipment
Furniture & Fittings
Motor vehicle

Years

1 to 3
3
5

Fully depreciated assets are retained in the financial statements until they are no longer in use.

The carrying values of plant and equipment are reviewed for impairment when events or changes in
circumstances indicate that the carrying value may not be recoverable.

The residual values, useful life and depreciation method are reviewed at each financial year-end to
ensure that the amount, method and period of depreciation are consistent with previous estimates
and the expected pattern of consumption of the future economic benefits embodies in the items of
plant and equipment.

An item of plant and equipment is derecognised upon disposal or when no future economic
benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of the asset
is included in profit or loss in the year the asset is derecognised.

2.10

Investment properties

The investment properties are properties that are either owned by the Group in order to earn
rentals or for capital appreciation, or both, rather than for use in the production or supply of goods
or services, or for administrative purposes, or in the ordinary course of business. Investment
properties comprised completed investment properties and properties that are being constructed
or developed for future use as investment properties.

Investment properties are initially measured at cost, including transaction costs. Subsequent to
initial recognition, investment properties are measured at fair value which reflects market
conditions at the end of the reporting period. Gains or losses arising from changes in the fair values
of investment properties are included in profit or loss in the year in which they arise.

Investment properties are derecognised when either they have been disposed of or when the
investment property is permanently withdrawn from use and no future economic benefit is
expected from its disposal. Any gain or loss on the retirement or disposal of an investment property
is recognised in profit or loss in the year of retirement or disposal.

The Group assesses at each reporting date whether there is an indication that an asset may be
impaired. If any indication exists, or when an annual impairment testing for an asset required, the
Group makes an estimate of the asset’s recoverable amount.

An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less
costs to sell and its value in use and is determined for an individual asset, unless the asset does not
generate cash inflows that are largely independent of those from other assets or group of assets.
Where the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the
asset is considered impaired and is written down to its recoverable amount. In assessing value in
use, the estimated future cash flows expected to be generated by the asset are discounted to their
present value using a pre-tax discount rate that reflects current market assessments of the time
value of money and the risks specific to the asset. In determining fair value less costs to sell, an
appropriate valuation model is used. These calculations are corroborated by valuation multiples,
quoted share prices for publicly traded subsidiaries or other available fair value indicators.

Impairment losses of continuing operations are recognised in profit or loss, except for assets that
are previously revalued where the revaluation was taken to other comprehensive income. In this
case, the impairment is also recognised in other comprehensive income up to the amount of any
previous revaluation.

For assets an assessment is made at each reporting date as to whether there is any indication that
previously recognised impairment losses may no longer exist or may have decreased. If such
indication exists, the Group estimates the asset’s or cash-generating unit’s recoverable amount. A
previously recognised impairment loss is reversed only if there has been a change in the estimates
used to determine the asset’s recoverable amount since the last impairment loss was recognised. If
that is the case, the carrying amount of the asset is increased to its recoverable amount. That
increase cannot exceed the carrying amount that would have been determined, net of depreciation,
had no impairment loss been recognised previously. Such reversal is recognised in profit or loss
unless the asset is measured at revalued amount, in which case the reversal is treated as a
revaluation increase.

2.12

Financial assets

Initial recognition and measurement

Financial assets are recognised when, and only when, the Group becomes a party to contractual
provisions of the financial instrument. The Group determines the classification of its financial assets
at initial recognition. When financial assets are recognised initially, they are measured at fair value,
plus, in the case of financial assets not at fair value through profit or loss, directly attributable
transaction costs.

For personal use only

Notes to the Financial Statements
For the financial period from 17 May 2014 (date of incorporation) to 31 March 2015

Significant accounting policies (continued)

2.12

Financial assets (continued)

Subsequent measurement

The subsequent measurement of financial assets depends on their classification as follows:

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss include financial assets held for trading and
financial assets designated upon initial recognition at fair value through profit or loss. Financial
assets are classified as held for trading if they are acquired for the purpose of selling or
repurchasing in the near term. This category includes derivative financial instruments entered into
by the Group that are not designated as hedging instruments in hedge relationships as defined by
FRS 39. Derivatives, including separated embedded derivatives are also classified as held for trading
unless they are designated effective hedging instruments.

Subsequent to initial recognition, financial assets at fair value through profit or loss are measured at
fair value. Any gains or losses arising from changes in fair value of the financial assets are
recognised in profit or loss. Net gains or net losses on financial assets at fair value through profit or
loss include exchange differences, interest and dividend income.

Loans and receivables

Non-derivative financial assets with fixed or determinable payments that are not quoted in an
active market are classified as loans and receivables. Subsequent to initial recognition, loans and
receivables are measured at amortised cost using the effective interest method, less impairment.
Gains and losses are recognised in profit or loss when the loans and receivables are derecognised or
impaired, and through the amortisation process.

Available-for-sale financial assets

Available-for-sale financial assets include equity securities. Equity investments classified available
for sale are those, which are neither classified as held for trading nor designated at fair value
through profit or loss.

After initial recognition, available for sale financial assets are subsequently measured at fair value.
Any gains or losses from changes in fair value of the financial assets are recognised in other
comprehensive income, except that impairment losses, foreign exchange gains and losses on
monetary instruments and interest calculated using the effective interest method are recognised in
profit or loss. The cumulative gain or loss previously recognised in other comprehensive income is
reclassified from equity to profit or loss as a reclassification adjustment when the financial asset is
derecognised.

Derecognition

A financial asset is derecognised where the contractual right to receive cash flows from the asset
has expired. On derecognition of a financial asset in its entirety, the difference between the
carrying amount and the sum of the consideration received and any cumulative gain or loss that
had been recognised in other comprehensive income.

Significant accounting policies (continued)

2.13

Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and on hand which are subject to an insignificant
risk of changes in value.

2.14

Impairment of financial assets

The Group assesses at each end of the reporting period whether there is any objective evidence
that a financial asset is impaired.

Financial assets carried at amortised cost

For financial assets carried at amortised cost, the Group first assesses whether objective evidence
of impairment exists individually for financial assets that are individually significant, or collectively
for financial assets that are not individually significant. If the Group determines that no objective
evidence of impairment exists for an individually assessed financial asset, whether significant or not,
it includes the asset in a group of financial assets with similar credit risk characteristics and
collectively assesses them for impairment. Assets that are individually assessed for impairment and
for which an impairment loss is, or continues to be recognised are not included in a collective
assessment of impairment.

If there is objective evidence that an impairment loss on financial assets carried at amortised cost
has been incurred, the amount of the loss is measured as the difference between the asset’s
carrying amount and the present value of estimated future cash flows (excluding future credit
losses that have not been incurred) discounted at the financial asset’s original effective interest rate
(i.e. the effective interest rate computed at initial recognition). The carrying amount of the asset is
reduced through the use of an allowance amount. The amount of the loss is recognised in the profit
or loss.

When the asset becomes uncollectible, the carrying amount of impaired financial assets is reduced
directly or if an amount was charged to the allowance account, the amounts charged to the
allowance account are written off against the carrying value of the financial asset.

To determine whether there is objective evidence that an impairment loss on financial assets has
been incurred, the Group considers factors such as the probability of insolvency of significant
financial difficulties of the debtor and default or significant delay in payments.

If, in a subsequent year, the amount of the impairment loss decrease and the decrease can be
related objectively to an event occurring after the impairment was recognised, the previously
recognised impairment loss is reversed. Any subsequent reversal of an impairment loss is
recognised in the profit or loss, to the extent that the carrying value of the asset does not exceed its
amortised cost at the reversal date.

For personal use only

Notes to the Financial Statements
For the financial period from 17 May 2014 (date of incorporation) to 31 March 2015

Significant accounting policies (continued)

2.14

Impairment of financial assets (continued)

Available-for-sale financial assets

In the case of equity investments classified as available-for-sale, objective evidence of impairment
include (i) significant financial difficulty of the issuer, (ii) information about significant changes with
an adverse effect that have taken place in the technological, market, economic or legal
environment in which the issuer operates, and indicates that the cost of the investment in equity
instrument may not be recovered; and (iii) a significant or prolonged decline in the fair value of the
investment below its costs. Significant is to be evaluated against the original cost of the investment
and ‘prolonged’ against the period in which the fair value has been below its original cost.

If an available-for-sale financial asset is impaired, an amount comprising the difference between its
acquisition cost (net of any reprincipal payment and amortisation) and its current fair value, less any
impairment loss previously recognised in profit or loss, is transferred from other comprehensive
income and recognised in profit or loss. Reversals of impairment losses in respect of equity
instruments are not recognised in profit or loss; increase in their fair value after impairment are
recognised directly in other comprehensive income.

2.15

Financial liabilities

Initial recognition and measurement

Financial liabilities are recognised when, and only when, the Group becomes a party to the
contractual provisions of the financial instrument. The Group determines the classification of its
financial liabilities at initial recognition.

All financial liabilities are recognised initially at fair value plus in case of financial liabilities not at fair
value through profit or loss, directly attributable transaction costs.

Subsequent measurement

After initial recognition, financial liabilities that are not carried at fair value through profit or loss are
subsequently measured at amortised cost using the effective interest rate method. Gains and losses
are recognised in profit or loss when the liabilities are derecognised, and through the amortisation
process.

Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled
or expires. When an existing financial liability is replaced by another from the same lender on
substantially different terms, or the terms of an existing liability are substantially modified, such an
exchange or modification is treated as a derecognition of the original liability and the recognition of
a new liability, and the difference in the respective carrying amounts is recognised in profit or loss.

Significant accounting policies (continued)

2.16

Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result
of a past event, it is probable that an outflow of resources embodying economic benefits will be
required to settle the obligation and the amount of the obligation can be estimated reliably.

Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best
estimate. If it is no longer probable that an outflow of economic resources will be required to settle
the obligation, the provision is reversed. If the effect of the time value of money is material,
provisions are discounted using a current pre tax rate that reflects, where appropriate, the risks
specific to the liability. When discounting is used, the increase in the provision due to the passage of
time is recognised as a finance cost.

2.17

Employee benefits

Defined contribution plans

The Group participates in the national pension schemes as defined by the laws of the countries in
which it has operations. In particular, the Singapore companies in the Group make contributions to
the Central Provident Fund scheme in Singapore, a defined contribution pension scheme.
Contributions to defined contribution pension schemes are recognised as an expense in the period
in which the related service is performed.

2.18

Leases

As lessee

Finance leases which transfer to the Group substantially all the risks and rewards incidental to
ownership of the leased item, are capitalised at the inception of the lease at the fair value of the
leased asset or, if lower, at the present value of the minimum lease payments. Any initial direct
costs are also added to the amount capitalised. Lease payments are apportioned between the
finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the
remaining balance of the liability. Finance charges are charged to profit or loss. Contingent rents, if
any, are charged as expenses in the periods in which they are incurred.

Operating lease payments are recognised as an expense in profit or loss on a straight-line basis over
the lease term. The aggregate benefit of incentives provided by the lessor is recognised as a
reduction of rental expense over the lease term on a straight-line basis.

As lessor

Leases where the Group retains substantially all the risks and rewards of ownership of the asset are
classified as operating leases. Initial direct costs incurred in negotiating an operating lease are added
to the carrying amount of the leased asset and recognised over the lease term on the same bases as
rental income. The accounting policy for rental income is set out in Note 2.19. Contingent rents are
recognised as revenue in the period in which they are earned.

For personal use only

Notes to the Financial Statements
For the financial period from 17 May 2014 (date of incorporation) to 31 March 2015

Significant accounting policies (continued)

2.19

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the
Group and the revenue can be reliably measured, regardless of when the payment is made.
Revenue is measured at the fair value of the consideration received or receivable and represents
amount receivable for goods and services provided in the normal course of business, net of
discounts and sales related taxes.

Revenue from rendering of services is recognised over the period the services are performed.

Dividend income is recognised when the Group’s right to receive payment is established.

Revenue from sale of books is recognised as the books are sold.

Revenue from sales of investment property is recognised upon the transfer of significant risk and
rewards of ownership of the property to the buyer and the amount of revenue and cost incurred or
to be incurred in respect of the transaction can be measured reliably.

Rental income is accounted for on a straight line basis over the lease terms.

2.20

Taxes

Current income tax

Current income tax assets and liabilities for the current and prior periods are measured at the
amount expected to be recovered from or paid to the taxation authority. The tax rates and tax laws
used to compute the amount are those that are enacted at the end of the reporting period, in the
country where the Group operates and generates taxable income.

Current income taxes are recognised in profit or loss except to the extent that the tax relates to
items recognised outside profit or loss, either in other comprehensive income or directly in equity.
Management periodically evaluates positions taken in the tax returns with respect to situations in
which applicable tax regulations are subject to interpretation and establishes provisions where
appropriate.

Significant accounting policies (continued)

2.20

Taxes (continued)

Deferred tax (continued)

- In respect of taxable temporary differences associated with investments in subsidiaries, associates
and interests in joint ventures, where the timing of the reversal of the temporary differences can
be controlled and it is probable that the temporary differences will not reverse in the foreseeable
future.

Deferred tax assets are recognised for all deductible temporary differences, carry-forward of
unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be
available against which the deductible temporary differences, and the carry-forward of unused tax
assets and unused tax losses can be utilised of except:

- Where the deferred tax asset relating to the deductible temporary difference arises from the
initial recognition of an asset or liability in a transaction that is not a business combination and, at
the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

- In respect of deductible temporary differences associated with investments in subsidiaries,
associates and interests in joint ventures, deferred tax assets are recognised only to the extent
that it is probable that the temporary differences will reverse in the foreseeable future and
taxable profit will be available against which the temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the
extent that it is no longer probable that sufficient taxable profit will be available to allow all or part
of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at each
reporting date and are recognised to the extent that it has become probable that future taxable
profit will allow the deferred tax asset to be recovered.

Sales tax

Revenues, expenses and assets are recognised net of the amount of sales tax except:


Where the sales tax incurred on a purchase of assets or services is not recoverable from the
taxation authority, in which case the sales tax is recognised as part of the cost of acquisition
of the asset or as part of the expense item as applicable; and
Receivables and payables that are stated with the amount of sales tax included.

Deferred tax



Deferred tax is provided, using the liability method, on all temporary differences at the reporting
date between the tax bases of assets and liabilities and their carrying amounts for financial
reporting purposes. Deferred tax assets and liabilities are measured using the tax rates expected to
apply to taxable in the years in which those temporary differences are expected to be recovered or
settled based on tax rates.

Deferred tax liabilities are recognised for all temporary differences, except:

- Where the deferred tax liability arises from the initial recognition of goodwill or of an asset or
liability in a transaction that is not a business combination and, at the time of the transaction,
affects neither the accounting profit nor taxable profit or loss; and

The net amount of sales tax recoverable from, or payable to, the taxation authority is included as
part of receivables or payables in the statement of financial position.

2.21

Related parties

A related party is defined as follows:

(a) A person or a close member of that person’s family is related to the Group if that person:

(i)
(ii)
(iii)

Has control or joint control over the Group;
Has significant influence over the Group; or
Is a member of the key management personnel of the Group or of a parent of the Group

For personal use only

Notes to the Financial Statements
For the financial period from 17 May 2014 (date of incorporation) to 31 March 2015

Significant accounting policies (continued)

2.21

Related parties (continued)

(b) An entity is related to the Group if any of the following conditions applies:

(i)

(ii)

The entity and the Group are members of the same group (which means that each
parent, subsidiary and fellow subsidiary is related to the others).
One entity is an associate or joint venture of the other entity (or an associate or joint
venture of a member of a group of which the other entity is a member).
Both entities are joint ventures of the same third party.

(iii)
(iv) One entity is a joint venture of a third entity and the other entity is an associate of the

(v)

third entity.
The entity is a post-employment benefit plan for the benefit of employees of either the
Group or an entity related to the Group. If the Group is itself such a plan, the
sponsoring employers are also related to the Group;
The entity is controlled or jointly controlled by a person identified in (a);

(vi)
(vii) A person identified in (a) (i) has significant influence over the entity or is a member of

the key management personnel of the entity (or of a parent of the entity).

2.22

Segment reporting

For management purposes, the Group is organised into operating segments based on their
products and services which are independently managed by the respective segment managers
responsible for the performance of the respective segments under their charge. The segment
managers report directly to the management of the Company who regularly review the segment
results in order to allocate resources to the segments and to assess the segment performance.
Additional disclosures on each of these segments are shown in Note 27, including the factors used
to identify the reportable segments and the measurement basis of segment information.

2.23

Share capital and share issuance expenses

Proceeds from issuance of ordinary shares are recognised as share capital in equity. Incremental
costs directly attributable to the issuance of ordinary shares are deducted against share capital.

Significant accounting judgments and estimates

The preparation of the Group’s consolidated financial statements requires management to make
judgements, estimates and assumptions that affect the reported amounts of revenues, expenses,
assets and liabilities, and the disclosure of contingent liabilities at the reporting date. However,
uncertainty about these assumptions and estimates could result in outcomes that could require a
material adjustment to the carrying amount of the asset or liability affected in the future periods.

3.1

Judgments made in applying accounting policies

In the process of applying the Group’s accounting policies, management has made the following
judgements, apart from those involving estimations, which have the most significant effect on the
amounts recognised in the financial statements.

3.2

Key sources of estimation uncertainty

The key assumptions concerning the future and other key sources of estimation uncertainty at the
reporting date, that have a significant risk of causing a material adjustment to the carrying amounts
of assets and liabilities within the next financial year are discussed below.

Useful lives of plant and equipment

The cost of plant and equipment is depreciated on a straight line basis over the plant and
equipment’s useful lives. Management estimates the useful lives of these plant and equipment to
be within 1 to 5 years. These are common life expectancies applied in the similar industry. Changes
in the expected level of usage and technological developments could impact the economic useful
lives and the residual values of these assets, therefore future depreciation charges could be revised.
The carrying amount of the Group’s plant and equipment at 31 March 2015 was S$214,052
(Company: Nil).

Impairment of loans and receivables

The Group assesses at the end of each reporting period whether there is any objective evidence
that a financial asset is impaired. To determine whether there is objective evidence of impairment,
the Group considers factors such as the probability of insolvency or significant financial difficulties
of the debtor and default or significant delay in payments.

Where there is objective evidence of impairment, the amount and timing of future cash flows are
estimated based on historical loss experience for assets with similar credit risk characteristics. The
carrying amount of the Group’s loans and receivables at the end of the reporting period is
S$23,687,467.

Fair value of unquoted available-for-sale financial assets

The fair values of unquoted available-for-sale financial assets are determined using valuation
techniques including the discounted cash flow model. The inputs to these models are derived from
observable market data where possible, but where this is not feasible, a degree of judgement is
required in establishing fair values. The assumptions applied in determination of the valuation of
these unquoted available-for-sale financial assets and a sensitivity analysis are described in more
detail in Note 24.

The carrying amount of the unquoted available-for-sale financial assets as at 31 March 2015 is
S$43,879.

For personal use only

Notes to the Financial Statements
For the financial period from 17 May 2014 (date of incorporation) to 31 March 2015

Revenue and other income

Revenue

Fair value gain on held-for-trading financial assets

Dividend income

Gain from sale of a subsidiary’s shares

Program sales

Property rental

Others

Other income

Interest income

Gain from bargain purchase

Others

Total revenue and other income

Profit before tax

The following items have been included in arriving at profit before tax:

Audit fees paid to:

- Auditors of the Company

Non-audit fees paid to:

- Auditors of the Company

- Other auditors

Depreciation of plant and equipment

Employee benefits expense (Note 21)

Operating lease expense (Note 23)

Commission

Net foreign exchange loss

Group

17.5.2014
(date of
incorporation)
to 31.3.2015

1,121,997

225,476

3,880,841

4,007,575

1,278,456

154,974

10,669,319

8,182

17,769

115,216

141,167

10,810,486

Group

17.5.2014
(date of
incorporation)
to 31.3.2015

42,851

39,248

44,084

102,315

1,649,333

899,923

166,545

223,629

Income tax expense

Major components of income tax expense

The major components of income tax expense for the period ended 31 March 2015 are:

Consolidated income statement:
Current income tax, representing the income tax expense

recognised in the income statement

Group

17.5.2014
(date of
incorporation)
to 31.3.2015

736,875

A reconciliation between the tax expense and the product of accounting profit multiplied by the
applicable corporate tax rate for the period ended 31 March 2015 is as follows:

Profit before tax

Tax at the domestic rates applicable to profits in the countries

where the Group operates

Adjustments:

Non-deductible expenses

Income not subjected to taxation

Effect of partial tax exemption and tax relief

Deferred tax assets not recognised

Group
17.5.2014
(date of
incorporation)
to 31.3.2015

5,728,772

973,891

41,181

(60,316)

(221,656)

3,775

736,875

For personal use only

Notes to the Financial Statements
For the financial period from 17 May 2014 (date of incorporation) to 31 March 2015

Earnings per share

Trade and other receivables

The basic earnings per share is calculated by dividing the profit for the year attributable to owners
of the Company by the weighted average number of ordinary shares for basic earnings per share
computation.

The following table reflects the profit and share data used in the computation of basic earnings per
share for the period ended 31 March:

Profit, net of tax, attributable to owners of the Company used

in the computation of basic earnings per share

Weighted average number of ordinary shares for basic earnings

per share computation

Cash and cash equivalents

Group
17.05.2014
(date of
incorporation)
to 31.03.2015

4,791,691

No. of shares

281,226,184

Group
31.3.2015

Company
31.3.2015

Cash at banks and on hand

21,656,807

5,278,839

Cash and cash equivalents denominated in foreign currencies at 31 March 2015 is as the follows:

Group
31.3.2015

Company
31.3.2015

Australian Dollar

646,649

546,387

Current

Trade receivables

Deposits

Banker’s guarantee

Amounts due from subsidiaries (non-trade)

Amounts due from associate

Amounts due from affiliated companies (non-trade)

Other receivables (non-trade)

Add: Cash and cash equivalents (Note 8)

Total loans and receivables

Trade receivables

Group
31.3.2015

Company
31.3.2015

683,585

376,581

190,000
-
125,000

502,478

153,016

2,030,660

-
-
-
24,632,403
-
-
-
24,632,403

21,656,807

5,278,839

23,687,467

29,911,242

The trade receivables are non-interest bearing and are generally on 30 days’ terms. They are
recognised at their original invoice amounts which represent their fair values on initial recognition.

Trade receivables are denominated in Singapore Dollars.

Banker’s guarantee

Banker’s guarantee represent guarantee as required by Global Payments in order to provide
services in accordance to the merchants agreement.

Related party balances

- Amounts due from subsidiaries are unsecured, bear interest at 5% p.a., repayable upon demand

and are to be settled in cash.

- Amounts due from associate and affiliated companies are unsecured, non-interest bearing,

repayable upon demand and are to be settled in cash.

For personal use only

Notes to the Financial Statements
For the financial period from 17 May 2014 (date of incorporation) to 31 March 2015

Trade and other receivables (continued)

Receivables that are past due but not impaired

The Group has trade receivables amounting to S$366,421 that are past due at the end of the
reporting period but not impaired. These receivables are unsecured and the analysis of their aging
at the end of the reporting period is as follows:

Trade receivables past due but not impaired:

Lesser than 30 days

30 – 60 days

More than 60 days

10.

Investment securities

Current:

Held-for-trading financial assets

Equity securities (quoted)

Non-current:

Available-for-sale financial assets

Equity securities (quoted)

Shares (unquoted), at cost

Group
31.3.2015

96,245

137,901

132,275

366,421

Group
31.3.2015

12,091,307

770,322

43,879

814,201

Available-for-sale financial assets, shares (unquoted), comprise investments in the ordinary issued
capital of various entities. There are no fixed returns or fixed maturity dates attached to these
investments. No intention to dispose of any unquoted available-for-sale financial assets existed at
31 March 2015.

11.

Plant and equipment

Group
Cost
Addition from acquisition of
subsidiaries
Additions
Disposal of a subsidiary
At 31.3.2015

Accumulated Depreciation
Charge for the year
Disposal of a subsidiary
At 31.3.2015

Net Carrying Amount
At 31.3.2015

Office
Equipment
S$

Furniture and
Fittings
S$

Motor Vehicle
S$

Total
S$

66,416
10,929
(768)
76,577

56,213
(543)
55,670

86,262
61,077
(4,327)
143,012

41,312
(435)
40,877

-
95,800
-
95,800

4,790
-
4,790

152,678
167,806
(5,095)
315,389

102,315
(978)
101,337

20,907

102,135

91,010

214,052

During the financial year, the Group acquired motor vehicle amounting to S$95,800 by means of
hire purchase. The cash outflow on acquisition of motor vehicle amounted to S$25,800.

The carrying amount of motor vehicle under hire purchase at the end of the reporting period was
S$91,010.

12.

Investment properties

Group
31.3.2015

Company
31.3.2015

Addition from acquisition of a subsidiary, representing
carrying amount at end of the financial period

208,667

There are no rental income nor direct operating expense arising from investment properties during
the financial period.

Valuation of investment properties

The investment properties are still under development and are stated at the cost of investment.
The investment properties held by the Group as at 31 March 2015 are as follows:

Description and Location

Existing Use

Tenure

Unexpired
lease term

One unit of a mixed-use office located at Dela Rosa
Street in Manila, Philippines

Offices

Freehold

n/a

Investment in the project for property development at
16-24 Lower Clifton Terrace, Brisbane, Australia

Residential

Freehold

n/a

For personal use only

Notes to the Financial Statements
For the financial period from 17 May 2014 (date of incorporation) to 31 March 2015

13.

Intangible assets

14.

Investment in subsidiaries

Goodwill on acquisition

Addition from acquisition of subsidiaries

Disposal of a subsidiary

At 31.3.2015

Group
31.3.2015

Company
31.3.2015

3,441,621

(1,540,549)

1,901,072

-
-
-

Impairment testing of goodwill
Goodwill acquired through business combination has been allocated to the same cash-generating
unit (CGU) for impairment testing in the education segment.

The recoverable amounts of the CGU have been determined based on value in use calculations
using cash flow projections from financial budgets approved by management covering a five-year
period. The pre-tax discount rate applied to the cash flow projections and the forecasted growth
rates used to extrapolate cash flow projections beyond the five-year period are as follows:

Growth rates

Pre-tax discount rates

2015

The calculations of value in use for the CGU are most sensitive to the following assumptions:

Budgeted gross margins – Gross margins are based on average values achieved in the three years
preceding the start of the budget period. These are increased over the budget period for
anticipated efficiency improvements. An increase of 5% per annum has been applied.

Growth rates – The forecasted growth rates are based on industry research relevant to the CGU.

Pre-tax discount rates – Discount rates represent the current market assessment of the risks
specific to the CGU, regarding the time value of money and individual risks of the underlying assets
which have not been incorporated in the cash flows estimates. The discount rate calculation is
based on the specific circumstances of the Group and derived from its weighted average cost of
capital (WACC). The WACC takes into account both debt and equity. The cost of equity is derived
from the expected return on investment by the Group’s investors. The cost of debt is based on the
interest bearing borrowings the Group is obliged to service.

Market share assumptions – These assumptions are important because, as well as using industry
data for growth rates (as noted above), management assesses how the CGU’s position, relative to
its competitors, might change over the budget period. Management expects the Group’s share of
the education business to be stable over the budget period.

Shares, at cost

Name

Country of
incorporation

Principal activities

Held by the Company:
8 Investment Pte. Ltd.

8 Capital Pte. Ltd.
8 Business Pte. Ltd.
8 Education Pte. Ltd.
8 Property Pte. Ltd.
8 Property PLS Pte. Ltd.

Singapore

Singapore
Singapore
Singapore
Singapore
Singapore

8 Media Pte. Ltd.

Singapore

Investment dealings and
management consultancy service
Investment trading
Corporate and equity investment
Seminars and programs organiser
Seminars and programs organiser
Business management
consultancy service and
investment holdings
Seminars and programs organiser

Held through 8 Business Pte. Ltd.:
Hemus Pacific Private

Singapore

Event organiser

Limited

Company
31.3.2015

4,779,957

Proportion (%)
of ownership
interest
31.3.2015

100%

100%
100%
100%
100%
100%

100%

51%

All the subsidiaries are audited by KONG, LIM & PARTNERS LLP, Public Accountants and Chartered
Accountants, Singapore.

Acquisition of immediate subsidiaries

On 5 June 2014 (the acquisition date), the Company acquired 100% equity interest in 8 Investment
Pte. Ltd., 8 Capital Pte. Ltd., 8 Business Pte. Ltd., 8 Education Pte. Ltd., 8 Property Pte. Ltd., 8
Property PLS Pte. Ltd. and 8 Media Pte. Ltd. (the immediate subsidiaries) as part of the Group’s
restructuring process.

This restructuring process was for the purpose of listing the Company on the Australian Securities
Exchange (ASX).

For personal use only

Notes to the Financial Statements
For the financial period from 17 May 2014 (date of incorporation) to 31 March 2015

14.

Investment in subsidiaries (continued)

The fair value of the identifiable assets and liabilities of the immediate subsidiaries as at the
acquisition date were:

Plant and equipment

Investment properties

Investment in securities

Prepaid operating expenses

Trade and other receivables

Cash and cash equivalents

Income tax payable

Unearned revenue

Trade and other payables

Deferred tax liabilities

Total identifiable net assets at fair value

Gain from bargain purchase

Consideration transferred for the acquisition of the immediate
subsidiaries

Fair value
recognised on
acquisition

147,583

208,667

6,402,770

990,881

4,825,565

12,575,516

(350,862)

(899,938)

(6,495,753)

(31,237)

(7,777,790)

4,797,726

(17,769)

4,779,957

Shares swap, representing the total consideration transferred

4,779,957

Trade and other receivables acquired

Trade and other receivables acquired with fair value of S$990,881 is expected to be collected.

Gain from bargain purchase

A gain from bargain purchase of S$17,769 has been recognised as other income in the current
financial period. The gain recognised is not expected to be taxable for income tax purposes.

Impact of the acquisition on profit and loss

From the acquisition date, the immediate subsidiaries have contributed S$8,900,000 of revenue
and S$4,900,000 to the Group’s profit after tax for the financial period. If the business combination
had taken place on 1 April 2014, the Group’s revenue would have been S$11,400,000 and the
Group’s profit, net of tax would have been S$5,500,000. The cost of shares swap was expense taken
directly to share capital reserve.

14.

Investment in subsidiaries (continued)

Acquisition of Hemus Pacific Private Limited

On 16 January 2015 (the acquisition date), the Group’s subsidiary company, 8 Business Pte. Ltd.,
acquired 51% equity interest in Hemus Pacific Private Limited (the “HPPL”), a successful property
and events management business since 2005, with an audited revenue of more than S$4,400,000 in
financial year 2014.

The acquisition of HPPL will provide the Company with access to retail properties and events
operated by HPPL. These properties are typically located in retail shopping centres and mass transit
interchanges with very high foot traffic. HPPL specialises in operating promotional events in these
locations, which can be synergised to provide the Group with ongoing opportunities to attract
enrolments for its financial education seminars and courses.

HPPL operates as a master property manager for many properties located in mass transit terminals
and has close working relationships with SBS Transit Ltd and SMRT Corporation Ltd. The
management anticipates that relationships with these clients will provide the Group with access to
future property co-development and investment opportunities with prominent real estate owners
and developers.

The fair value of the identifiable assets and liabilities of HPPL as at the acquisition date were:

Trade and other receivables

Cash and cash equivalents

Deferred tax liabilities

Income tax payable

Trade and other payables

Total identifiable net assets at fair value
Non-controlling interest measured at the non-controlling
interest’s proportionate share of immediate subsidiaries’ net
identifiable assets

Goodwill arising from acquisition

Fair value
recognised on
acquisition

1,780,864

181,535

1,962,399

(1,344)

(76,000)

(812,648)

(889,992)

1,072,407

(525,479)

1,901,072

2,448,000

Consideration transferred for the acquisition of the immediate

subsidiaries

Cash paid, representing the total consideration transferred

2,448,000

For personal use only

Notes to the Financial Statements
For the financial period from 17 May 2014 (date of incorporation) to 31 March 2015

14.

Investment in subsidiaries (continued)

Trade and other receivables acquired

Trade and other receivables acquired with fair value of S$1,129,181 is expected to be collected.

Goodwill arising from acquisition

The goodwill of S$1,824,573 comprises the value of providing the Group with access to future
property co-development and investment opportunities with prominent real estate owners and
developers. None of the goodwill recognised is expected to be deductible for income tax purposes.

Impact of the acquisition on profit and loss

From the acquisition date, HPPL has contributed S$1,300,000 of revenue and S$300,000 to the
Group’s profit after tax for the financial period. If the business combination had taken place on 1
April 2014, the revenue from operations would have been S$10,600,000 and the Group’s profit
from operations, net of tax would have been S$8,300,000.

15.

Investment in associate

Shares, at cost

Disposal during the financial period

Share of post-acquisition reserves

Name

Country of
incorporation

Principal activities

Group
31.3.2015

1,530,000

(600,000)

29,696

959,696

Proportion (%)
of ownership
interest
31.3.2015

Held through 8 Business Pte. Ltd.:
CPA Academy Pte. Ltd.

Singapore

IT business and seminars
organiser

31%

The associate is audited by KONG, LIM & PARTNERS LLP, Public Accountants and Chartered
Accountants, Singapore.

On 30 January 2015 (the acquisition date), the Group’s subsidiary company, 8 Business Pte. Ltd.,
acquired 51% equity interest in CPA Academy Pte. Ltd. (the “CPAA”), a successful provider of
training courses on online lead generation marketing, and conducting online lead generation on
behalf of various clients.

The acquisition of CPAA will provide the Group with additional course offerings for its education
division. In addition, the expertise and experience of the management of CPAA will synergise with
the Group in creating more education events and programs. The marketing and lead generation
activities of CPAA are also expected to generate additional enrolments for the Group’s financial
education seminars and courses.

15.

Investment in associate (continued)

Subsequent to the acquisition of CPAA, the management worked with CPAA’s founder to transform
CPAA from an education provider to an internet advertising “traffic platform” provider. CPAA plans
to develop an online advertising platform, Trafficpedic, which connects online advertisers with web
and mobile publishers.

Trafficpedic will be a natural complement to CPAA’s training division, which provides value to non-
tech professionals and educates them on becoming online entrepreneurs in the lead generation
business, where they will be able to generate commission from companies on a per lead basis,
through multiple sources including online advertising and various traffic websites.

With a lack of online advertisement platforms in the Asia Pacific region for small and medium
enterprises, the focus of Trafficpedic will be in the Asia Pacific region, starting from Singapore, and
concentrating on delivering the highest traffic quality to advertisers for positive return on
investment, while maximising online revenue for web publishers via Trafficpedic.

On 30 March 2015 (the disposal date), as part of the strategic plan to raise capital in CPAA to
develop Trafficpedic, the Group entered into a sale and purchase agreement with an investor
through its subsidiary, 8 Business Pte. Ltd., to sell 39.2% of its holding in CPAA at a consideration of
S$4,500,000. The Group recognised a gain of S$3,880,841 as a result of the sale. The sale reduced
the Group’s stake in CPAA from 51% to 31%. Accordingly, CPAA ceased to be a subsidiary and
became an associate company of the Group.

The summarised financial information of the associate, not adjusted for the proportion of ownership
interest held by the Group, is as follows:

Assets and Liabilities

Total assets

Total liabilities

Results for the period (30.1.2015 to 31.3.2015):

Revenue

Profit for the period

Group
31.3.2015

764,574

(689,463)

571,092

95,796

15.

Investment in associate (continued)

8I Holdings Limited and its Subsidiaries
Annual Financial Statement

For personal use only

Notes to the Financial Statements
For the financial period from 17 May 2014 (date of incorporation) to 31 March 2015

16.

Trade and other payables

17.

Unearned revenue

Trade payables

Accrued operating expenses

Deposits received

GST payable

Amounts due to related parties (non-trade)

Other payables

Trade and other payable

Hire purchase
Total trade and other payables, representing financial liabilities

Group
31.3.2015

Company
31.3.2015

53,894

342,096

183,876

149,393

181,342

43,416

954,017

64,165

18,441

12,400
-
-
-
-
-
-

carried at amortised cost

1,018,182

30,841

Trade and other payables

These amounts are non-interest bearing. Trade and other payables are normally settled on 30-day
terms.

Trade and other payables are denominated in Singapore Dollars.

Amounts due to related parties

These amounts are unsecured, non-interest bearing, repayable on demand and are to be settled in
cash.

Hire purchase

This amount is secured by a charge over the leased asset (Note 11). The effective interest of the
lease is 2.28% p.a. This hire purchase is denominated in Singapore Dollars.

Minimum lease payments and present value of the minimum lease payments are as follows:

Not later than one year

Later than one year but not later than five years

Total minimum lease payments

Less: amounts representing finance charges

Present value of minimum lease payments

Group
31.3.2015

Minimum lease
payments

Present value
of payments

25,047

43,507

68,554

(4,389)

64,165

22,477

41,688

64,165
-
64,165

This represents revenue received from customers but not yet recognised to the profit or loss due to
service not yet rendered as at reporting date.

18.

Deferred tax liabilities

Differences in depreciation for tax purposes
Difference in fair value reserve for available-for-sale securities

for tax purposes

19.

Share capital

Issued and fully paid ordinary shares

At 17.5.2014 (date of incorporation)

Issuance of shares

Conversion of related party loans to shares

Conversion of other loans to shares

Share issuance expense

At 31.3.2015

Group
31.3.2015

Company
31.3.2015

2,831

38,500

41,331

-
-

Group and Company

No. of shares

100,000,000

116

168,814,665

26,114,998

58,329,535

30,000,000
-
357,144,200

670,440

5,216,977

(1,018,840)

30,983,691

The shareholders of ordinary shares are entitled to receive dividends as and when declared by the
Company. All ordinary shares carry one vote per share without restrictions. The ordinary shares
have no par value.

During the financial period, there were no returns to shareholders including distributions and buy
backs.

20.

Other reserves

Fair value reserve
Fair value reserve represents the cumulative unrealised fair value changes, net of tax, of available-
for-sale financial assets until they are disposed of or impaired.

For personal use only

Notes to the Financial Statements
For the financial period from 17 May 2014 (date of incorporation) to 31 March 2015

21.

Employee benefits

Employee benefits expense (including directors):

Salaries, bonuses and fees

Central Provident Fund contributions

Other short-term benefits

22.

Related parties transactions

Group

17.5.2014
(date of
incorporation)
to 31.3.2015

1,507,991

126,330

15,012

1,649,333

23.

Commitments and contingent liabilities

Operating lease commitments – as lessee

The Group has entered into commercial leases on event spaces and office premises. These leases
have tenures of 6 months to 3 years with no renewal option or contingent rent provision included
in the contracts. The Group is restricted from subleasing the office premises to third parties.

Minimum lease payments recognised as expense in the income statement for the financial period
ended 31 March 2015 amounted to S$899,923.

Future minimum rental payable under non-cancellable operating leases at the end of the reporting
period are as follows:

Group

31.3.2015

1,368,000

247,000

1,615,000

Related parties comprise mainly companies which are controlled or significantly influenced by the
Group’s key management personnel and their close family members.

a) Sale and purchase of goods and services

In additional to the related party information disclosed elsewhere in the financial statements,
the following significant transactions between the Group and related parties took place at
terms agreed between the parties during the financial period:

Not later than one year

Later than one year but not later than five years

Contingent liabilities

Professional fees paid to an affiliated company1
Sale of course materials to an affiliated company2

b) Compensation of key management personnel

Salaries, bonuses and fees

Central Provident Fund contributions

Comprise amounts paid to:

Directors of the Company

Other key management personnel

Group

17.5.2014
(date of
incorporation)
to 31.3.2015

117,473

140,939

846,682

35,860

882,542

670,777

211,765

882,542

Note:
1 The professional fees are paid to SmallCap Corporate Pty Ltd, a company which Mr Zane Robert Lewis has
a significant interest, for services provided to list the Company on the Australian Securities Exchange and
company secretary services performed during the financial period.

2 The sales of course materials were made to 8 Education Sdn Bhd, a company which Mr Chee Kuan Tat, Ken

and Mr Clive Tan Che Koon have a significant interest.

Except as disclosed in the financial statements, the Group does not have any significant contingent
liability at the end of the financial period.

24.

Fair value of assets and liabilities

a) Fair value hierarchy

The Group categorised fair value measurements using a fair value hierarchy that is dependent
on the valuation inputs used as follows:

- Level 1 – Quoted prices (unadjusted) in active market for identical assets or liabilities that

the Group can access at the measurement date,

- Level 2 – Inputs other that quoted prices included within Level 1 that are observable for the

asset of liability, either directly or indirectly, and

- Level 3 – Unobservable inputs for the asset of liability.

Fair value measurements that use inputs of different hierarchy levels are categorised in its
entirety in the fair value hierarchy as the lowest level input that is significant to the entire
measurement.

For personal use only

Notes to the Financial Statements
For the financial period from 17 May 2014 (date of incorporation) to 31 March 2015

24.

Fair value of assets and liabilities (continued)

b) Financial instruments measured at fair value

The following table shows an analysis of each class of financial instruments measured at fair
value at the end of the reporting period:

Fair value measurements at the end of the reporting
period using

Quoted
prices in
active
markets for
identical
instruments

Significant
observable
inputs other
than quoted
prices

Significant
unobservable
inputs

Total

(Level 1)

(Level 2)

(Level 3)

12,091,301

770,322
-

12,861,623

-
-

12,091,301

-
43,879

770,322
43,879

43,879

12,905,502

148,667
60,000

208,667

Group
As at 31.3.2015
Assets measured at fair value
Financial assets:
Held-for-trading financial assets
Quoted equity securities
Available-for-sale financial assets
Quoted equity securities
Unquoted equity securities

Non-financial assets:
Investment properties
Commercial
Residential

Included within Level 1 of the hierarchy are listed investments. The fair value of these financial
assets has been based on the closing quoted bid prices at the end of the reporting period,
excluding transaction cost.

24.

Fair value of assets and liabilities (continued)

c) Level 3 fair value measurement

Information about significant unobservable inputs used in Level 3 fair value measurements

The following table shows the information about fair value measurements using significant
unobservable inputs (Level 3)

Fair value as at
31.3.2015

Valuation
techniques

Unobservable inputs

Range

Description
Recurring fair value
measurements
Available-for-sale
financial assets:
Unquoted equity
securities

Investment
properties
Commercial

43,879 Market

comparable
approach

Yield adjustments
based on
management’s
assumptions*

Residential

60,000 Market

comparable
approach

148,667 Market

comparable
approach

Yield adjustments
based on
management’s
assumptions*
Yield adjustments
based on
management’s
assumptions*

*The yield adjustments are made for any difference in the nature, location or condition of
the specific property.

For unquoted equity securities and investment properties, a significant increase (decrease)
in yield adjustments based on management’s assumptions would result in a significantly
lower (higher) fair value measurement.

ii) Movements in Level 3 assets measured at fair value

There are no movements in Level 3 assets measured at fair value during the reporting
period.

iii)

Valuation policies and procedures

The Group’s Chief Financial Officer (CFO) oversees the Group’s financial reporting
valuation process and is responsible for setting the documenting the Group’s valuation
policies and procedures.

Significant changes in fair value measurements from period to period are evaluated for
reasonableness. Key drivers of the changes are identified and assessed for reasonableness
against relevant information from independent sources, or internal sources if necessary
and appropriate.

For personal use only

Notes to the Financial Statements
For the financial period from 17 May 2014 (date of incorporation) to 31 March 2015

25.

Financial risk management objectives and policies

25. Financial risk management objectives and policies (continued)

The Group and the Company is exposed to financial risks arising from its operations and the use of
financial instruments. The key financial risks include credit risk, market price risk and liquidity risk.
The board of directors reviews and agrees policies and procedures for the management of these
risks, which are executed by the Chief Financial Officer. The audit committee provides independent
oversight to the effectiveness of the risk management process.

The following sections provide details regarding the Group’s and Company’s exposure to the above-
mentioned financial risks and the objectives, policies and processes for the management of these
risks.

Credit risk

Credit risk is the risk of loss that may arise on outstanding financial instruments should a
counterparty default on its obligations. The Group’s and the Company’s exposure to credit risk
arises primarily from trade and other receivables. For other financial assets (including investment
securities and cash and cash equivalents), the Group and the Company minimise credit risk by
dealing exclusively with high credit rating counterparties.

The Group’s objective is to seek continual revenue growth while minimising losses incurred due to
increased credit risk exposure. The Group trades only with recognised and creditworthy third
parties. In addition, receivable balances are monitored on an ongoing basis with the result the
Group’s exposure to bad debts is not significant.

The Group minimised its credit risk through investing surplus funds in financial institutions that
maintain a high credit rating or in entities that the finance committee has otherwise assessed as
being financially sound. Where the Group is unable to ascertain a satisfactory credit risk profile in
relation to a customer or counterparty, the risk may be further managed through title retention
clauses over goods or obtaining security by way of personal or commercial guarantees over assets
of sufficient value which can be claimed against in the event of any default.

Credit risk exposures

The maximum exposure to credit risk by class of recognised financial assets at the end of the
reporting period, excluding the value of any collateral or other security held, is equivalent to the
carrying amount and classification of those financial assets (net of any provisions) as presented in
the statement of financial position.

Credit risk related to balances with banks and other financial institutions is managed in accordance
with approved board policy. Such policy requires that surplus funds are only invested with
counterparties with a Standard and Poor’s rating of at least AA-. The following table provides
information regarding the credit risk relating to cash and money market securities based on
Standard and Poor’s counterparty credit ratings:

Group
31.3.2015

Company
31.3.2015

Cash and cash equivalents

21,656,807

5,278,839

The Group has no significant concentration of credit risk with any single counterparty or group
counterparties. Trade and other receivables that are neither past due nor impaired are with
creditworthy debtors with good payment record with the Group.

Market risk

Interest rate and foreign currency risk

The Group’s exposure to interest rate and foreign currency risk arises on financial assets and
financial liabilities recognised at the end of the reporting period whereby a future change in
interest rates or foreign currency will affect future cash flows or the fair value of fixed rate
financial instruments. The Group is also exposed to earnings volatility on floating rate
instruments. The financial instruments that expose the Group to interest rate and foreign
currency risk are limited to listed shares, and cash and cash equivalents.

The Group has no significant exposure to interest rate risk and foreign currency risk,
attributable to floating interest rate financial liabilities and small exposure in foreign currency
financial instruments respectively.

ii. Other price risk

Other price risk relates to the risk that the fair value or future cash flows of a financial
instrument will fluctuate because of changes in market prices (other than those arising from
interest rate risk or currency risk) of securities held.

Such risk is managed through diversification of investments across industries and geographic
locations.

The Group’s investments are held in the following sectors at the end of the reporting period:

Available-for-sale financial assets – non-current

Automotive

Conglomerate

Entertainment

Food and beverage

Food producer

Healthcare

Property

REIT

Real estate development

Group
31.3.2015

66,300

82,620

130,781

28,350

81,500

41,748

110,408

228,615

43,879

814,201

For personal use only

Notes to the Financial Statements
For the financial period from 17 May 2014 (date of incorporation) to 31 March 2015

25. Financial risk management objectives and policies (continued)

26.

Capital management

Market risk (continued)

ii. Other price risk (continued)

Held-for-trading financial assets – current

Conglomerate

Entertainment

Financial service

Food and beverage

Food producer

Healthcare

Property

REIT

Sensitivity analysis

Group
31.3.2015

2,384,645

1,363,225

2,492,926

497,475

1,857,324

415,230

1,506,924

1,573,558

12,091,307

The following table illustrates sensitivities to the Group’s exposures to changes in interest rates,
foreign currency rates and equity prices. The table indicates the impact on how profit and equity
values reported at the end of the reporting period would have been affected by changes in the
relevant risk variable that management considers to be reasonably possible.

These sensitivities also assume that the movement in a particular variable is independent of other
variables.

Period ended 31.3.2015

+/-5% in forex rates

+/-10% in listed investments

Liquidity risk

Profit

Equity

+/-286,506

+/-296,691

+/-1,286,163

+/-1,363,195

Liquidity risk is the risk that the Group or the Company will encounter difficulty in meeting financial
obligations due to shortage of funds. The Group’s and the Company’s exposure to liquidity risk is
minimum due to net current asset of S$32,497,631 as at 31 March 2015.

Management controls the capital of the Group in order to maintain a good debt to equity ratio,
provide the shareholders with adequate returns and to ensure that the Group can fund its
operations and continue as a going concern.

The Group’s debt and capital includes ordinary share capital and financial liabilities, supported by
financial assets.

There are no externally imposed capital requirements.

Management effectively manages the Group’s capital by assessing the Group’s financial risks and
adjusting its capital structure in response to changes in these risks and in the market. These
responses include the management of debt levels, distributions to shareholders and share issues.

27.

Segment information

For management purposes, the Group is organised into business units based on their products and
services, and has four reportable segments as follows:

I. The investment segment is involved in investments in listed securities.

II. The corporate segment is involved in Group-level corporate services, treasury functions and

private investment in companies with IPO potential.

III. The education and event segment is involved in financial education, training seminar and event

organisation business.

IV. The property segment is in the business of constructing, developing and leasing out of
residential and commercial properties. This reportable segment has been formed by aggregating
the property construction/development operating segment and the investment properties
operating segment, which are regarded by management to exhibit similar economic
characteristics.

Except as indicated above, no operating segments have been aggregated to form the above
reportable operating segments.

Management monitors the operating results of its business units separately for the purpose of
making decisions about resource allocation and performance assessment. Segment performance is
evaluated based on operating profit or loss which in certain respects, as explained in the table
below, is measured differently from operating profit or loss in the consolidated financial
statements. Group income taxes are managed on a group basis and are not allocated to operating
segments.

Transfer prices between operating segments are on an arm’s length basis in a manner similar to
transactions with third parties.

For personal use only

Notes to the Financial Statements
For the financial period from 17 May 2014 (date of incorporation) to 31 March 2015

27.

Segment information (continued)

27.

Segment information (continued)

Investment
31.3.2015
S$

Corporate
31.3.2015
S$

Education
and event
31.3.2015
S$

Property
31.3.2015
S$

Adjustments
and
eliminations
31.3.2015
S$

Notes

*1,436,814
920,687
2,357,501

3,876,976
3,780,000
7,656,976

5,285,329
-
5,285,329

70,200
298,682
368,882

-
(4,999,369)
(4,999,369)

4,567
13,700
1,218,660

469,534
-
3,586,331

-
52,696
921,605

-
35,919
9,344

(465,919)
-
(7,168)

Per
consolidated
financial
statements
31.3.2015
S$

10,669,319
-
10,669,319

8,182
102,315
5,728,772

959,696

895,707
22,075,127

1,824,573
10,755,751

148,297
5,997,938

269,415
499,764

-
959,696

C
D

3,137,992
40,288,276

93,263

42,440

2,793,959

9,321

839,184

3,778,167

Revenue
External customers
Inter-segment
Total revenue

Results:
Interest income
Depreciation
Segment profit

Assets:
Investment in
associate

Additions to non-
current assets
Segment assets

Liabilities
Segment liabilities

* Revenue from investment mostly pertained to fair value gain and dividend income from

investment in equity security.

Notes Nature of adjustments are eliminations to arrive at amounts reported in the consolidated
financial statements.

Inter-segment revenues are eliminated on consolidation.

The following item is deducted from segment profit to arrive at “profit before tax”
presented in the consolidated income statement:

Finance costs

31.03.2015

(7,168)

Additions to non-current assets consist of additions to plant and equipment, investment
properties, intangible assets and investment securities.

The following item is added segment assets to arrive at total assets reported in the
consolidated balance sheet:

Investment in associate

31.03.2015

959,696

The following items are added to segment liabilities to arrive at total liabilities reported in
the consolidated balance sheet:

Deferred tax liabilities

Income tax payable

28.

Dividends

31.03.2015

41,331

797,853

839,184

Group and
Company
31.03.2015

Proposed but not recognised as a liability as at 31 March 2015

Dividends on ordinary shares, subject to shareholders’ approval at the AGM:

- Final exempt (one-tier) dividend for 2015: 1.00 (SGD cent) per share

3,571,442

29.

Events occurring after the reporting period

On 1 April 2015, the Group entered into a non-binding memorandum of understanding to acquire
49.9% of Velocity holdings Limited (“Velocity”) for A$2,329,207. Velocity is currently engaged in
three projects in Brisbane suburbs of Red Hill and Bulimba, and has a significant pipeline of future
projects. The acquisition is subject to due diligence by the Group, and certain regulatory approvals
in Australia which are expected to take several months to finalise, and the parties agreeing formal
documentation.

On 28 April 2015, the Company entered into agreements to provide S$2,000,000 loan facilities to
Oxford Views Pte. Ltd. (“Oxford”), a company within Velocity group of companies. As at 7 May 2015,
Oxford has since drawn down on the facilities in the amount of S$1,708,524. The loans are
guaranteed by a director of Oxford, and carries an interest rate of 12% per annum. The loan can be
called by the Company for repayment in full by providing 5 days notice.

30.

Comparative figures

The Company was incorporated on 17 May 2014. This being the first set of financial statements,
there are no comparative figures.

31.

Authorisation of financial statements for issue

The financial statements for the period from 17 May 2014 (date of incorporation) to 31 March 2015
were authorised for issue in accordance with a resolution of the directors on 15 May 2015.

For personal use only

ADDITIONAL INFORMATION

Additional Information
Shareholders Information as at 15 May 2015

Analysis of CDI Holders*
Category (size of holding)
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 – and over

Holdings of less than a marketable parcel

Voting Rights
All ordinary shares carry one vote per share without restriction.

Twenty Largest CDI Holders*

Registered Holder
Chee Kuan Tat, Ken
8 Capital Equities BVI
Clive Tan Che Koon
Sok Hong Seah
HSBC Custody Nominees (Australia) Limited
Clear A2Z Pte Ltd
Puay Lin Teo
Chee Kiang Lee
Shao Kuang Ivan Ong
Citicorp Nominees Pty Limited
UOB Kay Hian Private Limited
Lim Wei Lin
Teng Kiat Koh
Tan Teck Yeong
J P Morgan Nominees Australia Limited
Vivek Verma
Attlee Kuan Yew Hue
Ng Sing Beng & Chan Ya Yun
Tan Chong Yan
Lau Eng Seng
ALL OTHER SHAREHOLDERS

No. of holders
4
20
26
186
190
426

Percentage of
Total
24.26%
20.66%
18.30%
3.84%
3.75%
3.08%
2.21%
1.54%
1.32%
1.14%
0.80%
0.56%
0.44%
0.41%
0.38%
0.31%
0.31%
0.28%
0.25%
0.24%
15.92%

Number of
Shares
86,640,000
73,800,000
65,360,000
13,695,000
13,409,231
11,000,000
7,900,000
5,500,000
4,701,000
4,059,602
2,865,795
2,000,000
1,571,605
1,450,000
1,369,108
1,100,000
1,094,850
1,000,000
900,000
860,000
56,868,009

Total

357,144,200

100.00%

Substantial CDI Holders**
Date
Announced
29/12/2014
29/12/2014
29/12/2014

Name
Chee Kuan Tat, Ken
Clive Tan Che Koon
8 Capital Equities BVI

Number of
Shares
160,440,000
139,160,000
73,800,000

Notes
* CDI Holders are holder of CHESS Depository Interests issued by CHESS Depository Nominees Pty Limited, where each

CDI represents a beneficial interest in one ordinary share.

** This table is compiled on the basis that each holding of CDIs is a separate holding and accordingly, the holding of

shares by CHESS Depository Nominees Pty Limited is ignored.

Additional Information

Current on-market buy-back

There are no current on-market buy-back arrangements for the Company.

Consistency with business objectives

In accordance with ASX Listing Rule 4.10.19, the Group states that it has used the cash and assets in a form
readily convertible to cash that it had at the time of admission in a way consistent with its business
objectives. The business objective is primarily investment business focusing on investments in listed
securities and real property development investments; and a financial education and training seminar
business currently operating in Singapore. The Group believes it has used its cash in a consistent manner to
which was disclosed under the Prospectus dated 30 October 2014.

Investment Portfolio

Transaction, brokerage and management fees

The Group had a total of 61 transactions in securities during the period and has paid or accrued brokerage
totalling S$30,355. There were no management fees paid or accrued during the financial period ended 31
March 2015.

Investments

As at 31 March 2015, the Group held the following investments:

AEA8 Jelutong Bhd
AEA8 Pandan Sdn Bhd
AEA8 Waterfront Bhd
AEON Co (M) Bhd
ARA Asset Management Ltd
ASX Ltd
Boustead Singapore Ltd
BreadTalk Group Ltd
CapitaCommercial Trust
Centurion Corp Ltd
Coca-Cola Amatil Ltd
First Real Estate Investment Trust
Frasers Centrepoint Trust
Guinness Anchor Bhd
Hartalega Holdings Bhd
Hongkong Land Holdings Ltd
Major Cineplex Group PCL
Singapore Post Ltd
VICOM Ltd
Wilmar International Ltd

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Goldbell Towers, 47 Scotts Road, #03-03/04, Singapore 228233 | Tel: +65 6225 8480

For personal use only