Symphony International Holdings Limited
Annual report
Year ended 31 December 2024
1
SYMPHONY INTERNATIONAL HOLDINGS LIMITED
Financial Results for the year ended 31 December 2024
Symphony International Holdings Limited (“Symphony” or the “Company” or “SIHL”) announces results
for the year ended 31 December 2024.
Introduction
The Company is an investment company initially incorporated as a limited liability company under the laws
of the British Virgin Islands on 5 January 2004. The Company voluntarily re-registered itself as a BVI
Business Company on 17 November 2006. The Company’s investment objectives are to increase the
aggregate net asset value of the Company (“NAV”) calculated in accordance with the Company’s policies
through strategic longer-term investments primarily in Asian businesses, across a variety of sectors
including healthcare, hospitality, lifestyle (including branded real estate developments), logistics and
education and through investments in special situations and structured transactions, which have the
potential to generate attractive returns and to enhance the NAV.
The Company was admitted to the Official List of the UK Listing Authority on 3 August 2007 under
Chapter 14 of the UK Listing Rules and its securities were admitted to trading on the London Stock
Exchange’s main market for listed securities on the same date.
As at 31 December 2024, the issued share capital of the Company was US$409.70 million (2023:
US$409.70 million) consisting of 513,366,198 (2023: 513,366,198) ordinary shares.
Symphony’s Investment Manager is Symphony Asia Holdings Pte. Ltd. (“SAHPL” or the “Investment
Manager”). The Company has an Investment Management Agreement with SAHPL as the Investment
Manager.
Net Asset Value
Symphony’s NAV is the sum of its cash and cash equivalents, temporary investments, the fair value of
unrealised investments (including investments in subsidiaries, associates and joint ventures) and other
assets, less other liabilities. Symphony’s NAV may not be comparable to the net asset value in the unaudited
financial statements. The primary measure of SIHL’s financial performance and the performance of its
subsidiaries will be the change in Symphony’s NAV per share resulting from changes in the fair value of
investments.
The NAV attributable to the ordinary shares on 31 December 2024 was US$0.8533 (2023: US$0.7427) per
share. This represents a 14.90% increase over the NAV per share at 31 December 2023.
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Chairmen’s Statement
Dear Shareholders,
We are pleased to share our update on Symphony’s investments and developments over the past year.
Generally, we saw financial markets make a strong recovery in 2024, driven by easing inflation and a more
accommodative monetary policy. Central banks in the US and Europe reduced interest rates, while China
introduced stimulus measures, benefiting a range of asset classes, including private equity and real estate.
Thematic trends, particularly advancements in artificial intelligence, provided additional momentum for
US stocks. The "Magnificent Seven" gained approximately US$4.8 trillion in market capitalization,
accounting for almost half of the S&P 500's 24.30% gain in 2024. Meanwhile, Asian markets, excluding
Japan, experienced more moderate growth, with the MSCI ex-Japan index increasing by 9.72%.
At the start of 2025, optimism surrounding further interest rate reductions, additional stimulus from China,
and a catch-up in valuations of Asian companies have supported further gains in financial markets in this
region. However, while we anticipate these trends to further bolster risk assets, we remain cautious due to
ongoing geopolitical risks, including trade-related barriers. Nevertheless, Asia continues to provide
excellent diversification opportunities as its economies shift towards domestic consumption and intra-
regional trade. Rising GDP per capita is accelerating this transition, benefiting Symphony’s investments in
the logistics, healthcare, hospitality, education, new economy and luxury-branded real estate.
Symphony’s NAV increased by 14.90% year-over-year to US$438.07 million in 2024, primarily due to an
increase in valuation of our unlisted investments, most notably ASG Hospital Private Limited (“ASG”),
Liaigre Hospitality Ventures Pte. Ltd. (“LHV”) and Minuet Limited (“Minuet”). Throughout the year,
Symphony made follow-on investments of US$12.39 million and partial realizations of US$1.61 million.
In line with our policy announced previously, we will continue to support our investee companies, but are
actively positioning more mature investments for exit and not making any new investments. In January
2025, we successfully exited our interest in Solar Square Energy Pvt. Ltd., an Indian rooftop solar solutions
provider, achieving a net annualized return of 68.96% and a multiple of 5.44 times our cost of investment.
In the healthcare sector, ASG continued to expand its network of eye hospitals and made significant
progress in repositioning Vasan Health Care Pvt. Ltd., which was consolidated in 2023. Vasan has returned
to growth, with improving margins expected to drive future profitability for the group. ASG completed a
rights issue in early 2025, with participation from all shareholders, including Symphony. The new capital
will allow ASG to execute on its pipeline of opportunities to grow the business and reach a scale that will
support multiple exit opportunities. Our other healthcare investment, Soothe Healthcare Private Limited
(“Soothe”) that manufactures and distributes fast-moving consumer healthcare products, achieved positive
earnings before interest, tax, depreciation and amortisation (“EBITDA”) for the year ended December 31,
2024. The result is following a restructuring effort that streamlined its operations. With a more efficient
structure in place, Soothe is focused on scaling its business.
LHV is a joint venture with the shareholders of the Liaigre Group (“Liaigre”) that is developing a residential
and hospitality project in Florence, Italy. With all necessary approvals and permits secured, demolition
works commenced in Q3 2023 and the development is expected to be completed in late 2027. Once
completed, the development will span over 22,000 square meters and include a 89-key hotel, 11 residences
and extensive facilities designed by the renowned Liaigre Design Studio. The development is one of the
last hotels approved to be developed in the historical centre of Florence and will be managed by a top-tier
hospitality operator.
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Our other larger investment in the real estate sector is Minuet Limited, which holds 29.88 hectares of land
in Bangkok, Thailand. The value of this investment has increased due to rising land prices and infrastructure
improvements in the area. We believe valuations are approaching levels that would support an attractive
exit. We are working closely with our joint venture partner to achieve the best outcome.
One of our more recent investments in the real estate sector is Isprava Vesta Private Limited, which
specializes in luxury branded villa developments in India. This business has continued to grow sales with
new more accessible product categories that are in high demand. There has been strong investor interest in
this business and we marked-up our investment to 1.38 times our cost following a secondary transaction in
the shares of the company during 2024.
Symphony’s two remaining real estate investments include land in Niseko, Japan, and a hotel and residence
development in Desaru Coast, Malaysia. We are actively working with our partners to maximize value for
these investments and hope to make some exciting announcements in the near future.
Symphony’s investment in Indo Trans Logistics Corporation (“ITL”), Vietnam’s largest independent
logistics company, saw a 40.03% year-over-year growth in EBITDA in 2024, following a sector-wide
slowdown in 2022 and 2023. The company’s outlook remains positive as Vietnam’s domestic economy
continues to recover. The pro-business new government is expected to drive economic growth that will
benefit ITL.
In the hospitality sector, Minor International Pcl (“MINT”) delivered record financial performance in 2024.
However, its strong operating results have yet to be fully reflected in its share price. The planned flotation
of a real estate investment trust in 2025 is expected to facilitate a debt reduction program that we expect to
serve as a catalyst for share price appreciation.
Our lifestyle sector investments faced challenges due to a slowdown in the housing and luxury goods
markets, driven in part by a higher inflation and interest rate environment. As a result, Liaigre’s retail
operations underperformed in Europe and the US. However, Liaigre interior architecture business that
focuses on large projects has been strong with the pipeline of projects reaching an all-time high. Liaigre
has also seen increasing demand from new markets, including Middle East, Australia, and India. The other
investment in this sector is Chanintr Living Limited (“Chanintr”), a luxury lifestyle company in Thailand.
Similarly, Chanintr’s retail operations remained weak in 2024, but this was partly offset by a pivot to target
furniture solution sales to commercial real estate clients.
In the education sector, Wellington College International Bangkok (“WCIB”), our joint venture, has
continued to outperform, with student enrolment reaching close to one thousand. There has been third-party
investor interest in our stake, but we believe it will be premature to exit at this time given the business is in
its ramp-up stage. We continue to monitor the business and will seek an exit where we can maximise value
for our shareholders.
As of December 31, 2024, Symphony had nine investments, including Solar Square, in the new economy
sector, representing 8.88% of NAV or US$38.89 million. During the year, we funded US$3.69 million in
follow-on investments across four of these companies.
Our largest investment in this sector is Meesho, a social e-commerce platform for micro-entrepreneurs,
small to medium enterprises and consumers in India. While the company completed a new funding round
in 2024 at a valuation slightly below our investment cost, we believe the long-term potential is strong as
this business continues to grow its net merchandise value and revenue. Meesho is moving its domicile from
the US to India and is expected to list there in late 2025 or 2026.
Symphony’s investment in Good Capital Partners (“GCP”), an investment manager focused on seed
investments in India, provides exposure to this burgeoning start-up environment. In addition to committing
to its two funds managed by GCP, Symphony also owns a minority interest in the Manager. At 31 December
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2024, the first and second fund had made investments in 80 and 10 companies and had an overall multiple
of investment capital of 2.23 times and 1.08 times, respectively.
Kieraya Furnishing Solutions Pvt. Ltd., provides residential furniture rental services that reached its
highest-ever subscriber numbers, surpassing a hundred thousand at the end of 2024.The business is now
profitable and continues to scale, which should provide attractive exit opportunities in the future. However,
not all investments in this sector have performed as expected. Smarten Spaces, a software-as-a-service
company, continues to face challenges due to a shareholder blocking fundraising efforts, which has
hampered growth. We are actively working to resolve this issue. Other underperforming investments
include August Jewellery Pvt. Ltd. (a fast-fashion jewellery company) and Catbus Infolabs Private Limited
(a last-mile logistics provider), both of which values have been written down.
In accordance with our updated strategy announced in 2023, Symphony is actively exploring full and partial
exits for multiple investments. We anticipate making further announcements throughout the year. Barring
ongoing geopolitical tensions, we are optimistic the market for private investments will continue to improve.
We are grateful to our Shareholders and partners for your continued trust and support.
Sincerely,
Georges Gagnebin
Chairman, Symphony International Holdings Limited
Anil Thadani
Chairman, Symphony Asia Holdings Pte. Ltd.
28 March 2025
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Investment Manager’s Report
This “Investment Manager’s Report” should be read in conjunction with the financial statements and related
notes of the Company. The financial statements of the Company were prepared in accordance with the
International Financial Reporting Standards (“IFRS”) and are presented in U.S. dollars. The Company
reports on each financial year that ends on 31 December. In addition to the Company’s annual reporting,
NAV and NAV per share are reported on a quarterly basis being the periods ended 31 March, 30 June, 30
September and 31 December. The Company’s NAV reported quarterly is based on the sum of cash and
cash equivalents, temporary investments, the fair value of unrealised investments (including investments in
unconsolidated subsidiaries, associates and joint ventures) and any other assets, less any other liabilities.
The financial results presented herein include activity for the period from 1 January 2024 through 31
December 2024, referred to as “the year ended 31 December 2024”.
Our Business
Symphony is an investment company incorporated under the laws of the British Virgin Islands. The
Company’s shares were listed on the London Stock Exchange on 3 August 2007. Symphony’s investment
objective is to create value for shareholders through longer term strategic investments in high growth
innovative consumer businesses, primarily in the healthcare, hospitality, lifestyle (including branded real
estate developments), logistics, education and new economy related sectors that are expected to be fast
growing in Asia, as well as through investments in special situations and structured transactions.
In September 2023, the Company announced it adopted an updated strategy, being the orderly realisation
of its investments with a view to maximising return on investment for Symphony’s shareholders.
Symphony’s Investment Manager is Symphony Asia Holdings Pte. Ltd. (“SAHPL”). The Company entered
into an Investment Management Agreement with SAHPL as the Investment Manager. Symphony Capital
Partners Limited (“SCPL”) is a service provider to the Investment Manager.
SAHPL’s licence for carrying on fund management in Singapore is restricted to serving only accredited
investors and/or institutional investors. Symphony is an accredited investor.
Investments
At 31 December 2024, the total amount invested by Symphony since admission to the Official List of the
London Stock Exchange in August 2007 was US$644.52 million (2023: US$632.13 million). SIHL’s total
cost of its unrealised investment portfolio after taking into account shareholder loan repayments,
redemptions, partial realisations, dividends and interest income was US$43.56 million at 31 December
2024, up from US$33.59 million a year earlier.
The change is due to (i) follow-on investments, including related to fund commitments, amounting to
US$12.39 million (ii) realisations of US$1.51 million and (iii) net dividends income of US$0.91 million.
The fair value of investments, excluding temporary investments, held by Symphony was US$468.18 million
at 31 December 2024, which compares to US$390.23 million a year earlier. This change comprised an
increase in the value of listed and unlisted securities by US$67.08 million, new and follow-on investments
of US$12.39 million less realisations (including divestments, shareholder loan repayments and return of
capital) amounting to US$1.51 million.
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Cost and fair value of investments by sector
2024
Cost1
Fair value
NAV3
US$'000
US$'000
%
Healthcare
18,693
98,318
22.44%
Hospitality
(245,084)
46,264
10.56%
Lifestyle4
61,523
17,252
3.94%
Education
27,883
18,285
4.17%
Logistics
35,278
69,148
15.78%
Lifestyle / Real Estate4
94,802
180,022
41.09%
New economy
50,468
38,887
8.88%
Subtotal
43,563
468,176
106.86%
Temporary investments2
(30,105)
(6.86%)
Net asset value
438,071
100.00%
2023 (Restated)4
Cost1
Fair value
NAV3
US$'000
US$'000
%
Healthcare
17,229
59,166
15.52%
Hospitality
(244,143)
52,545
13.78%
Lifestyle4
63,002
23,680
6.21%
Education
26,793
15,319
4.02%
Logistics
35,278
74,591
19.56%
Lifestyle / Real Estate4
88,660
128,419
33.68%
New economy
46,774
36,507
9.58%
Subtotal
33,593
390,227
102.35%
Temporary investments2
(8,965)
(2.35%)
Net asset value
381,262
100.00%
(1) Cost of investments includes all unrealized investments after deducting shareholder loan repayments,
redemptions, partial realisations, dividends and interest income. This adjusted figure more accurately
reflects the capital invested after accounting for returns over the life of the investment.
(2) Temporary investments include cash and cash equivalents and is net of accounts receivable and
payable.
(3) NAV is based on the sum of our cash and cash equivalents, temporary investments, the fair value of
unrealised investments (including investments in subsidiaries and associates) and any other assets,
less all liabilities.
(4) In previous reporting LHV was included in Lifestyle sector as part of the Liaigre Group. LHV has
been separated from the Liaigre Group and included in the Life/ Real Estate sector for 2023 and 2024
cost and fair value by sector.
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As at 31 December 2024, we had the following investments:
ASG
ASG Hospital Private Limited (“ASG”) is a full-service eye-healthcare provider with operations
in India, Africa, and Nepal. ASG was co-founded in Rajasthan, India in 2005 by Dr. Arun Singhvi and Dr.
Shashank Gang. ASG's operations have since grown to 150 clinics, which offer a full range of eye-
healthcare services, including outpatient consultation and a full suite of inpatient procedures (cataract,
retina surgeries, Lasik, glaucoma, cornea and other complicated eye surgeries). ASG also operates an
optical and pharmacy business, which is located within its clinics.
Consultation and surgical volumes continue to grow at ASG hospitals and at Vasan Health Care Pvt. Ltd
(“Vasan”), which was consolidated in March 2023. The integration and revitalization of Vasan, which
added 90 clinics to the group, is on track. ASG raised funds from existing shareholders in early 2025 to
facilitate the execution of a pipeline of organic and inorganic opportunities. Improving margins at Vasan is
expected to be a key profit driver for the group in the coming years.
Symphony’s net investment cost in ASG was US$5.11 million at 31 December 2024 (2023: US$3.65
million). The fair value of Symphony’s investment on the same date was US$83.63 million (2023:
US$40.97 million). The increase in value is due to growth in EBITDA. Symphony participated with other
shareholders at the end of 2024 to purchase secondary shares in the company.
Minuet Limited
Minuet Ltd (“Minuet”) is a joint venture between the Company and an established Thai partner. The
Company has a direct 49% interest in the venture and is considering several development and/or sale
options for the land owned by Minuet, which is located in close proximity to central Bangkok, Thailand.
As at 31 December 2024 Minuet held approximately 186.75 rai (29.88 hectares) of land in Bangkok,
Thailand.
The Company initially invested approximately US$78.30 million by way of an equity investment and
interest-bearing shareholder loans. Since the initial investment by the Company, Minuet has received
proceeds from rental income and partial land sales. As at 31 December 2024, the Company’s investment
cost (net of shareholder loan repayments) was approximately US$13.13 million (2023: US$13.13 million).
The fair value of the Company’s interest in Minuet on the same date was US$83.42 million (2023:
US$61.76 million) based on an independent third-party valuation of the land plus the net value of the other
assets and liabilities of Minuet. The change in value of Symphony’s interest is due to an appreciation in
land value driven by higher transacted prices paid for comparable land used in the independent third-party
valuation report.
Indo Trans Logistics Corporation
Indo Trans Logistics Corporation (“ITL”) was founded in 2000 as a freight-forwarding company and has
since grown to become Vietnam’s largest independent integrated logistics company with a network that is
spread across Vietnam, Cambodia, Laos, Myanmar, and Thailand. ITL has grown to national champion
status in Vietnam.
The business continued to recover during 2024 with domestic consumption and trade improving. Revenue
and EBITDA grew 22.61% and 40.03% in 2024 year-over-year. Freight volumes are forecast to grow
further in 2025 and the Vietnamese economy is expected to benefit from government stimulus policies and
strong foreign direct investment. ITL is strategically expanding in areas of the business to benefit from the
ongoing recovery. Management have also been successful in improving efficiency that has benefited the
groups margins.
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Symphony acquired a significant minority interest in Indo Trans Logistics Corporation (“ITL”) in June
2019 for US$42.64 million and had a net cost of US$35.28 million at 31 December 2024 (2023: US$35.28
million). The fair value of Symphony’s interest in ITL on the same date was US$69.15 million, which
compares to US$74.59 million at 31 December 2023. The change in value is due to a decrease in market
the median of comparable company multiples used to value the investment by 28.52%, a depreciation in
Vietnamese dong by 4.77% and reduced cash on the balance sheet, which was partially offset by an increase
in EBITDA.
Liaigre Hospitality Ventures Limited
Liaigre Hospitality Ventures Limited (“LHV”) is a joint venture with the shareholders of the Liaigre Group
(“Liaigre”) that is developing a residential and hospitality project in Florence, Italy. LHV entered into
agreements to acquire a majority interest in a development project in January 2022. After a seven-year
planning and approval process, building permits were received in March 2024 that allow for a luxury 89-
room hotel with 11 branded residences, which will be sold as part of the project. The property consists of
several historical and two new buildings, which interior design is by the renowned Liaigre Design Studio.
Construction is underway and the hotel is expected to open in late 2027 under the management of a five-
star hotel operator.
Symphony’s gross investment cost in Liaigre was US$19.21 million at 31 December 2024 (2023: US$13.07
million). The fair value of Symphony’s investment at 31 December 2024 was US$53.26 million (2023:
US$13.18 million). The investment was fair valued at 31 December 2024 by an independent third party
valuer. Symphony invested US$6.14 million in the LHV in 2024 and it expects to fund a further €8-10
million over the next two years for its share of development costs.
Minor International Public Company Limited
Minor International Public Company Limited (“MINT”) is a diversified consumer business and is one of
the largest hospitality and restaurant companies in the Asia-Pacific region. MINT is a company that is
incorporated under the laws of Thailand and is listed on the Stock Exchange of Thailand.
MINT owns 372 hotels and manages 190 other hotels and serviced suites with 81,344 rooms. MINT owns
and manages hotels in 58 countries predominantly under its own brand names that include Anantara, Oaks,
NH Collection, NH Hotels, nhow, Elewana, AVANI, Per AQUUM and Tivoli.
As at 31 December 2024, MINT also owned and operated 2,699 restaurants under the brands The Pizza
Company, Swensen’s, Sizzler, Dairy Queen, Burger King, Beijing Riverside, Thai Express, Bonchon,
Benihana and The Coffee Club amongst others. Approximately 77% of these outlets are in Thailand with
the remaining number in other Asian countries, the Middle East, Mexico, Canada and Europe. MINT’s
operations also include contract manufacturing and an international consumer brand distribution business
in Thailand focusing on fashion and lifestyle retail, wholesale and direct marketing channels under brands
that include Anello, Bossini, Charles & Keith and Zwilling J.A. Henckels amongst others.
MINT reported its highest ever core net profit that was driven by a strong performance of hotel and
restaurant operations. Core revenue and EBITDA grew by 8.18% and 4.28%, respectively, in 2024 year-
over-year. Growth in global tourism and a successful pricing strategy increased revenue per available room
at hotel properties in Europe and Asia. Performance was further enhanced with new properties that added
over three thousand rooms to the groups inventory. Meanwhile, increased customer traffic and transaction
volumes at restaurant outlets in Thailand and Singapore contributed to total system sales growth. This was
driven by new product launches, marketing campaigns, outlet expansion and successful loyalty programs.
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Symphony’s gross investment cost in MINT was US$82.82 million at 31 December 2024 (2023: US$82.82
million). The net cost on the same date, after deducting partial realisations and dividends received, was
(US$244.08 million) (2023: (US$244.14 million)). The negative net cost is due to the proceeds from partial
realisations and dividends being in excess of cost for this investment. The fair value of Symphony’s
investment in MINT at 31 December 2024 was US$46.26 million (2023: US$52.55 million). The change
in value is predominantly due to a decrease in share price by 11.97%.
Other Investments
In addition to the investments above, Symphony has 16 additional non-material investments at 31
December 2024. Pending investment in suitable opportunities, Symphony has placed funds in certain
temporary investments.
Capitalisation and NAV
As at 31 December 2024, the Company had US$409.7 million (2023: US$409.7 million) in issued share
capital and its NAV was US$438.07 million (2023: US$381.26 million). Symphony’s NAV is the sum of
its cash and cash equivalents, temporary investments, the fair value of unrealised investments (including
investments in subsidiaries, associates and joint ventures) and any other assets, less any other liabilities.
The unaudited financial statements contained herein may not account for the fair value of certain unrealised
investments. Accordingly, Symphony’s NAV may not be comparable to the net asset value in the unaudited
financial statements. The primary measure of SIHL’s financial performance and the performance of its
subsidiaries will be the change in Symphony’s NAV per share resulting from changes in the fair value of
investments.
Symphony was admitted to the Official List of the London Stock Exchange (“LSE”) on 3 August 2007
under Chapter 14 of the Listing Manual of the LSE. The proceeds from the IPO amounted to US$190
million before issue expenses pursuant to which 190.0 million new shares were issued in the IPO. In
addition to these 190.0 million shares and 94.9 million shares pre-IPO, a further 53.4 million shares were
issued comprising of the subscription of 13.2 million shares by investors and SIHL’s investment manager,
the issue of 33.1 million bonus shares, and the issue of 7.1 million shares to SIHL’s investment manager
credited as fully paid raising the total number of issued shares to 338.3 million.
The Company issued 4,119,490 shares, 2,059,745 shares, 2,059,745 shares and 2,059,745 shares on 6
August 2010, 21 October 2010, 4 August 2011 and 23 October 2012, respectively, credited as fully paid,
to the Investment Manager, Symphony Investment Managers Limited. The shares were issued as part of
the contractual arrangements with the Investment Manager.
On 4 October 2012, SIHL announced a fully underwritten 0.481 for 1 rights issue at US$0.60 per new share
to raise proceeds of approximately US$100 million (US$93 million net of expenses) through the issue of
166,665,997 million new shares, fully paid, that commenced trading on the London Stock Exchange on 22
October 2012.
As part of the contractual arrangements with the Investment Manager in the Investment Management
Agreement, as amended, the Investment Manager was granted 82,782,691 and 41,666,500 share options to
subscribe for ordinary shares at an exercise price of US$1.00 and US$0.60 on 3 August 2008 and 22
October 2012, respectively. The share options vest in equal tranches over a five-year period from the date
of grant. As at 31 December 2018, 41,666,500 share options with an exercise price of US$0.60 had been
exercised and all the 82,782,691 options had lapsed and expired. There were no share options outstanding
at 31 December 2024.
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During 2017, 43,525,000 shares were bought back and cancelled, as part of a share buyback programme
announced on 16 January 2017. Together with the shares issued to the Investment Manager, the shares
issued pursuant to the rights issue, shares issued pursuant to the exercise of options and shares cancelled
pursuant to the share buyback programme, the Company’s fully paid issued share capital was 513.4 million
shares at 31 December 2024 (2023: 513.4 million shares).
Revenue and Other Operating Income
Management concluded during 2014 that the Company meets the definition of an investment entity and
adopted IFRS 10, IFRS 12 and IAS 27 standards where subsidiaries are de-consolidated and their fair value
is measured through profit or loss. As a result, revenue, such as dividend income, from underlying
investments in subsidiaries is no longer consolidated.
During 2024, Symphony recognised other operating income of US$48.56 million (2023: US$12.28 million)
that mainly comprised intercompany dividend transactions and interest income on cash balances.
Expenses
Other Operating Expenses
Other operating expenses include fees for professional services, interest expense, insurance,
communication, foreign exchange losses, travel, Directors’ fees and other miscellaneous expenses and costs
incurred for analysis of proposed deals. For the year ended 31 December 2024, other operating expenses
amounted to US$1.81 million (2023: US$1.44 million), which includes US$0.95 million in unrealised
foreign exchange losses. Excluding foreign exchange losses and interest expense, other operating expenses
in 2024 and 2023 would be US$0.86 million and US$1.10 million, respectively.
Management Fee
The management fee amounted to US$8.82 million for the year ended 31 December 2024 (2023: US$9.66
million). The management fee was calculated on the basis of 2.25% of NAV with a cap of US$15 million
per annum. A floor on the management fee of US$6 million per annum was removed in September 2023
following the Company’s adoption of an updated strategy.
Liquidity and Capital Resources
At 31 December 2024, Symphony’s cash balance was US$0.32 million (2023: US$9.09 million).
Symphony’s primary uses of cash are to fund investments, pay expenses and to make distributions to
shareholders, as declared by our board of directors. Symphony can generate additional cash from time-to-
time from the sale of listed securities that are liquid and amount to US$46.26 million (2023: US$52.55
million). Taking into account current market conditions, it is expected that Symphony has sufficient
liquidity and capital resources for its operations. The primary sources of liquidity are capital contributions
received in connection with the initial public offering of shares, related transactions and a rights issue (See
description under “Capitalisation and NAV”), in addition to cash from investments that it receives from
time to time and bank facilities.
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This cash from investments is in the form of dividends on equity investments, payments of interest and
principal on fixed income investments and cash consideration received in connection with the disposal of
investments. Temporary investments made in connection with Symphony’s cash management activities
provide a more regular source of cash than less liquid longer-term and opportunistic investments, but
generate lower expected returns.
Other than using cash from investments to pay expenses or make distributions to our shareholders, the
intention is to not use proceeds for any new investments, other than any follow-on investments associated
with existing investments only where consistent with the updated strategy. Symphony may enter into one
or more credit facilities and/or utilise other financial instruments from time to time with the objective of
increasing the amount of cash that Symphony has available for working capital or for making opportunistic
or temporary investments. At 31 December 2024, the Company had interest-bearing borrowings of
US$13.62 million (2023: nil).
Principal Risks
The Company’s and the Company’s investment management team’s past performance is not necessarily
indicative of the Company’s future performance and any unrealised values of investments presented in this
document may not be realised in the future.
The Company is not structured as a typical private equity vehicle (it is structured as a permanent capital
vehicle), and thus may not have a comparable investment strategy. The investment opportunities for the
Company are more likely to be as a long-term strategic partner in investments, which may be less liquid
and which are less likely to increase in value in the short term.
The Company’s organisational, ownership and investment structure may create certain conflicts of interests
(for example in respect of the directorships, shareholdings or interests, including in portfolio companies
that some of the Directors and members of the Company’s investment management team may have). In
addition, neither the Investment Manager nor any of its affiliates owes the Company’s shareholders any
fiduciary duties under the Investment Management Agreement between, inter alia, the Company and the
Investment Manager. The Company cannot assume that any of the foregoing will not result in a conflict of
interest that will have a material adverse effect on the business, financial condition and results of operations.
The Company is highly dependent on the Investment Manager, the Key Persons (as defined in the
Investment Management Agreement) and the other members of the Company’s investment management
team and the Company cannot assure shareholders that it will have continued access to them or their
undivided attention, which could affect the Company’s ability to achieve its investment objectives.
The Investment Manager’s remuneration is based on the Company’s NAV (subject to a maximum amount
and a minimum amount, which was removed following an announced change in strategy in September
2023) and is payable even if the NAV does not increase, which could create an incentive for the Investment
Manager to increase or maintain the NAV in the short term (rather than the long-term) to the potential
detriment of Shareholders.
The Company’s investment policies contain no requirements for investment diversification and its
investments could therefore be concentrated in a relatively small number of portfolio companies in the
Healthcare, Hospitality, Lifestyle (including branded real estate developments), logistics and education
sectors predominantly in Asia.
12
The Company has made, and may continue to make, investments in companies in emerging markets, which
exposes it to additional risks (including, but not limited to, the possibility of exchange control regulations,
political and social instability, nationalisation or expropriation of assets, the imposition of taxes, higher
rates of inflation, difficulty in enforcing contractual obligations, fewer investor protections and greater price
volatility) not typically associated with investing in companies that are based in developed markets.
Furthermore, the Company has made, and may continue to make, investments in portfolio companies that
are susceptible to economic recessions or downturns. Such economic recessions or downturns may also
affect the Company’s ability to obtain funding for additional investments.
The Company’s investments include investments in companies that it does not control and/or made with
other co-investors for financial or strategic reasons. Such investments may involve risks not present in
investments where the Company has full control or where a third party is not involved. For example, there
may be a possibility that a co-investor may have financial difficulties or become bankrupt or may at any
time have economic or business interests or goals which are inconsistent with those of the Company or may
be in a position to take or prevent actions in a manner inconsistent with the Company’s objectives. The
Company may also be liable in certain circumstances for the actions of a co-investor with which it is
associated. In addition, the Company holds a non-controlling interest in certain investments, and therefore,
may have a limited ability to protect its position in such investments.
A number of the Company’s investments are currently, and likely to continue to be, illiquid and/ or may
require a long-term commitment of capital. The Company’s investments may also be subject to legal and
other restrictions on resale. The illiquidity of these investments may make it difficult to sell investments if
the need arises.
The Company’s real estate related investments may be subject to the risks inherent in the ownership and
operation of real estate businesses and assets. A downturn in the real estate sector or a materialization of
any of the risks inherent in the real estate business and assets could materially adversely affect the
Company’s real estate investments. The Company’s portfolio companies also anticipate selling a
significant proportion of development properties prior to completion. Any delay in the completion of these
projects may result in purchasers terminating off-plan sale agreements and claiming refunds, damages
and/or compensation.
The Company is exposed to foreign exchange risk when investments and/ or transactions are denominated
in currencies other than the U.S. dollar, which could lead to significant changes in the net asset value that
the Company reports from one quarter to another.
The Company’s investment policies and procedures (which incorporate the Company’s investment
strategy) provide that the Investment Manager should review the Company’s investment policies and
procedures on a regular basis and, if necessary, propose changes to the Board when it believes that those
changes would further assist the Company in achieving its objective of building a strong investment base
and creating long term value for its Shareholders. The decision to make any changes to the Company’s
investment policy and strategy, material or otherwise, rests with the Board in conjunction with the
Investment Manager and Shareholders have no prior right of approval for material changes to the
Company’s investment policy.
13
Investments in connection with special situations and structured transactions typically have shorter
operating histories, narrower product lines and smaller market shares than larger businesses, which tend to
render them more vulnerable to competitors’ actions and market conditions, as well as general economic
downturns. Investments that fall into this category tend to have relatively short holding periods and entail
little or no participation in the board of the company in which such investments may be made. Special
situations and structured transactions in the form of fixed debt investments also carry an additional risk that
an increase in interest rates could decrease their value.
The Company’s current investment policies and procedures provide that it may invest an amount of no
more than 30% of its total assets in special situations and structured transactions which, although they are
not typical longer-term investments, have the potential to generate attractive returns and enhance the
Company’s net asset value. Following the Company’s investment, it may be that the proportion of its total
assets invested in longer-term investments falls below 70% and the proportion of its total assets invested in
special situations and structured transactions exceeds 30% due to changes in the valuations of the assets,
over which the Company has no control.
Pending the making of investments, the Company’s capital will need to be temporarily invested in liquid
investments and managed by a third-party investment manager of international repute or held on deposit
with commercial banks before they are invested. The returns that temporary investments are expected to
generate and the interest that the Company will earn on deposits with commercial banks will be
substantially lower than the returns that it anticipates receiving from its longer-term investments or special
situations and structured transactions.
In addition, while the Company’s temporary investments will be relatively conservative compared to its
longer- term investments or special situations and structured transactions, they are nevertheless subject to
the risks associated with any investment, which could result in the loss of all or a portion of the capital
invested.
The Investment Manager has identified but has not yet contracted to make further potential investments.
The Company cannot guarantee shareholders that any or all of these prospective investments will take place
in the future.
The market price of the Company’s shares may fluctuate significantly, and shareholders may not be able to
resell their shares at or above the price at which they purchased them.
The Company’s shares are currently trading, and have in the past traded, and could in the future trade, at a
discount to NAV for a variety of reasons, including due to market conditions. The only way for
shareholders to realise their investment is to sell their shares for cash. Accordingly, in the event that a
shareholder requires immediate liquidity, or otherwise seeks to realise the value of his investment through
a sale, the amount received by the shareholder upon such sale may be less than the underlying NAV of the
shares sold.
14
The Company could be materially adversely affected by the widespread outbreak of infectious disease or
other public health crises (or by the fear or imminent threat thereof). Public health crises such as SARS,
H1N1/09 flu, avian flu, Ebola, and the COVID-19 pandemic, together with any related containment or other
remedial measures undertaken or imposed, could have a material and adverse effect on the Company
including by (i) disrupting or otherwise materially adversely affecting the human capital, business
operations or financial resources of the Company, the Company’s portfolio companies, the Investment
Manager or service providers and (ii) adversely affect the ability, or the willingness, of a party to perform
its obligations under its contracts and lead to uncertainty over whether such failure to perform (or delay in
performing) might be excused under so-called “material adverse change,” force majeure and similar
provisions in such contracts that could cause a material impact to the Company, the Company’s portfolio
companies, the Investment Manager or service providers and (iii) severely disrupting global, national and/or
regional economies and financial markets and precipitating an economic downturn or recession that could
materially adversely affect the value and performance of the Company’s shares.
The Company’s business could be materially affected by conditions in the global capital markets and the
economy generally. Geopolitical issues, including wars and related international response measures may
have a negative impact on regional and global economic conditions, as a result of disruptions in foreign
currency markets and increased energy and commodity prices. This could in turn have a spill-over effect
on the Company’s portfolio companies, such as reducing demand for products or services offered by the
portfolio companies and/or cause for example, higher operating and financing costs.
15
BOARD OF DIRECTORS
Georges Gagnebin
Mr. Gagnebin is based in Verbier, Switzerland and was appointed to the Board of the Company on 8 July
2007, and to the position of Chairman of the Company on 27 November 2019. He acted as the Chairman
of the Board of Pâris Bertrand (Europe) S.A., Luxembourg between 2016 and 2020. He was also the
Chairman of the Board of Banque Pâris Bertrand S.A., Geneva between 2012 and 2020. In 2005, he joined
the Julius Baer Group Ltd. where he was a Vice-chairman of Julius Baer Holding Ltd. and Bank Julius Baer
& Co Ltd. and, more recently, Chairman of the Board of Directors of Infidar Investment Advisory Ltd., a
member company of Julius Baer Group Ltd.
Prior to joining the Julius Baer Group in 2005, Mr. Gagnebin held several executive positions at UBS AG,
including Head of International Clients Europe, Middle East and Africa, in the private banking division, a
member of the Group Managing Board, a member of the Group Executive Board, Chief Executive Officer
of Private Banking, Chairman of Wealth Management and Business Banking, and the Vice- chairman of
SBC Wealth Management AG. From 1969 to 1998, Mr. Gagnebin held various positions at the Swiss Bank
Corporation, including serving as member of the management committee. He was awarded an official
diploma as a Swiss certified Banking Expert in 1972.
Samer Z. Alsaifi
Mr. Alsaifi is currently the Vice-chairman and a Partner of Alcazar Capital Limited, a private equity and
advisory platform regulated by the Dubai Financial Services Authority. He brings extensive capital markets
experience to the Company’s board having previously held roles in corporate finance, private banking,
asset management and private equity in the United States. Prior to Alcazar Capital Limited, Mr. Alsaifi was
an Executive Director and Advisor at Morgan Stanley Wealth Management in Dubai. Before that, he was
the CEO of DIC Asset Management, the wholly-owned subsidiary of Dubai International Capital LLC, the
Dubai Sovereign Wealth Fund. He has also held roles at the Arab Bank Plc in Jordan and Singapore and
Manufacturers Hanover Trust in New York.
Mr. Alsaifi has a BA in Management and Finance from Southeastern Louisiana University, and has
completed an Executive Management Program at Harvard University.
Oliviero Bottinelli
Mr. Bottinelli is based in Singapore and was appointed to the Board of the Company on 27 November,
2019. Mr. Bottinelli currently overseas Imagine Capital Pte Ltd, a private family office which is involved
in asset, property and corporate management. He also serves on the Board of Directors of Audemars Piguet
and BP de Silva Holdings.
His previous positions include Chief Executive Officer of Audemars Piguet for Asia Pacific and Executive
at BP de Silva Holdings Pte Ltd. Mr. Bottinelli graduated (magna cum laude) from the Business School of
Lausanne in Switzerland with a degree in Business Administration.
16
Anil Thadani
Mr. Thadani is based in Singapore and was appointed to the Board of the Company on 16 February 2004.
He is also the Chairman of the Investment Manager. Mr. Thadani has worked in the Asia-Pacific region
since 1975 and has been involved in Asian private equity since 1981 when he cofounded one of the first
private equity investment companies in Asia. In 1992 he founded Schroder Capital Partners, which became
the Asian arm of the Schroder Ventures Group until 2004, when he formed the Symphony group of
companies. Before entering private equity in 1981, Mr. Thadani began his career as a research engineer
with Chevron Chemical Company in California. Mr. Thadani subsequently worked for Bank of America in
the United States, Japan, the Philippines and Hong Kong. He has served on the boards of several private
and public companies in Asia, Europe and North America and continues to represent the Company on the
boards of its portfolio companies. Mr. Thadani was appointed non- executive Chairman of Alcazar Capital
Limited, a private equity firm regulated by the Dubai Financial Services Authority in March 2018. He
served as a member of the Board of Trustees of Singapore Management University for some 13 years and
as Chairman of its Institute for Innovation & Entrepreneurship. Mr. Thadani has a B Tech in Chemical
Engineering from the Indian Institute of Technology, Madras, an MS in Chemical Engineering from the
University of Wisconsin, Madison, and an MBA from the University of California at Berkeley.
Sunil Chandiramani
Mr. Chandiramani is based in Hong Kong and was appointed to the Board of the Company on 16 February
2004. He is Chief Executive Officer of Symphony Capital Partners Limited and a Non-Executive Director
of the Investment Manager, Symphony Asia Holdings Limited. Mr. Chandiramani has over 37 years’
experience in private equity and related investment experience across multiple industry sectors in Asia and
the United States. Mr. Chandiramani’s experience in Asian private equity was initially as a partner with
Arral & Partners and subsequently with Schroder Capital Partners. Prior to that, he worked on leveraged
buy-outs and acquisitions for the Structured Finance Group at Bankers Trust Company in New York. Mr.
Chandiramani holds a BCom (Hons) from the Shri Ram College of Commerce, Delhi University, and an
MBA from the Wharton School of the University Pennsylvania.
DIRECTORS’ REPORT
The Directors submit their Report together with the Company’s Statement of Financial Position, Statement
of Comprehensive Income, Statement of Changes in Equity, Statement of Cash Flows, and the related notes
for the year ended 31 December 2024, which have been prepared in accordance with International Financial
Reporting Standards (“IFRS”) adopted by the International Accounting Standards Board (“IASB”) and are
in agreement with the accounting records of the Company, which have been properly kept in accordance
with the BVI Business Companies Act 2004.
Corporate Governance
The Company is incorporated under the laws of the British Virgin Islands. On 3 August 2007, the Company
was admitted to the official list of the London Stock Exchange pursuant to a Secondary Listing under
Chapter 14 of the Listing Rules and its securities were admitted for trading on the London Stock Exchange’s
Main Market. In April 2010, the UK listing regime was restructured into Premium and Standard Listing
categories. The Company is in the Standard Listing Category constituent. Details of the share capital of the
Company are disclosed in the financial statements.
As the Company is incorporated in the British Virgin Islands, and being a Standard Listing Category
constituent, it is not required to comply with the requirements of the UK Combined Code on Corporate
Governance published by the Financial Reporting Council (the “Code”). However, the Company is required
to prepare a corporate governance statement. There is no published corporate governance regime equivalent
17
to the Code in the British Virgin Islands. However, the Board is committed to ensuring that proper standards
of corporate governance and has established governance procedures and policies that it believes and
considers appropriate having regard to the nature, size and resources of the Company. The following
explains how the relevant principles of governance are applied to the Company.
The Board currently has five members, of which a majority, including the Board Chairman, are independent
directors. The Board members will have regard to their obligations to act in the best interests of the
Company should potential conflicts of interest arise.
Mr. Georges Gagnebin, joined Symphony as an Independent Director in July 2007 and was appointed to
the position of Chairman of the Company on 27 November 2019. Mr. Gagnebin has more than 50 years of
experience in banking and private wealth management. He acted as the Chairman of the Board of Pâris
Bertrand (Europe) S.A., Luxembourg between 2016 and 2020. He was also the Chairman of the Board of
Banque Pâris Bertrand S.A., Geneva between 2012 and 2020. In 2005, he joined the Julius Baer Group Ltd.
where he was a Vice-Chairman of Julius Baer Holding Ltd and Bank Julius Baer & Co Ltd and, more
recently, Chairman of the board of directors of Infidar Investment Advisory Ltd., a member company of
Julius Baer Group Ltd.
The other independent directors are Mr. Samer Z. Alsaifi and Mr. Oliviero Roger Bottinelli. Mr. Alsaifi is
Vice-Chairman and a Partner of Alcazar Capital Limited, a private equity and advisory platform regulated
by the Dubai Financial Services Authority. Mr. Oliviero Bottinelli oversees Imagine Capital Limited, a
private family office which is involved in asset, property and corporate management. He also serves on the
Board of Audemars Piguet. The other members of the Board are Mr. Anil Thadani and Mr. Sunil
Chandiramani who have over 43 years and 37 years of experience in private equity, respectively.
The Board has extensive experience relevant to the Company and any change in the Board composition can
be managed without undue interruption.
The Directors currently do not have a fixed term of office and there are specific provisions regarding the
procedures for their appointment. The Directors may be removed and replaced at any time subject to the
following procedure:
i.
any proposal for the replacement or removal of one or more Directors shall be considered by the
Nominations Committee who shall assess the suitability of the candidates proposed (and any
Director who is the subject of the removal proposal shall not participate in such assessment); and
ii.
if the Nominations Committee approves the candidate(s) proposed they shall convene a special
meeting of the Board to vote on the removal and replacement of the relevant Director(s).
Further, pursuant to the terms of the Investment Management Agreement and the Articles of Association,
if a Director who is also a Key Person is to be replaced, a new Director to replace such Key Person Director
shall be nominated by the Investment Manager and the Board may reject such nomination by the Investment
Manager only if it would be illegal to accept such nominee of the Investment Manager under any applicable
law. The Board is responsible for reviewing the financial performance and internal controls and monitoring
the overall strategy of the Company. In addition, the Board is responsible for approving this annual financial
report and the quarterly NAV reports during the year.
The Board has two committees:
i.
the Nominations Committee; and
ii.
the Audit Committee.
The Nominations Committee has the duty of assessing the suitability of candidates nominated by our
Shareholders as replacement Directors. The Nominations Committee comprises a majority of independent
Directors. The Chairman of the Nominations Committee is Mr. Georges Gagnebin. The other Nominations
Committee members are Mr. Anil Thadani and Mr. Oliviero Bottinelli. If a member of the Nominations
18
Committee has an interest in a matter being deliberated upon by the Nominations Committee, he shall be
required to abstain from participating in the review and approval process of the Nominations Committee in
relation to that matter. If more than one member of the Nominations Committee has an interest in a matter
being deliberated, then the non-interested Directors who are not members of the Nominations Committee
will participate in the review and approval process in relation to that matter. The Nominations Committee
met once during the year.
The Audit Committee assists the Board in overseeing the risk management framework by reviewing any
matters of significance affecting financial reporting and internal controls of the Company, and has the duty
of, among other things:
i.
assisting the Board in its oversight of the integrity of the financial statements, the qualifications,
independence and performance of the independent auditors and compliance with relevant legal
and regulatory requirements;
ii.
reviewing and approving with the external auditors their audit plan, the evaluation of the internal
accounting controls, audit reports and any matters which the external auditors wish to discuss
without the presence of board members and ensuring compliance with relevant legal and
regulatory requirements;
iii.
reviewing and approving with the internal auditors the scope and results of internal audit
procedures and their evaluation of the internal control system;
iv.
making recommendations to the Board on the appointment or reappointment of external auditors,
the audit fee and resignation or dismissal of the external auditors; and
v.
pre-approving any non-audit services provided by the external auditors.
The Audit Committee comprises a majority of independent Directors. The Chairman of the Audit
Committee is Mr. Samer Alsaifi. The other Audit Committee members are Mr. Georges Gagnebin and Mr.
Sunil Chandiramani. If a member of the Audit Committee has an interest in a matter being deliberated upon
by the Audit Committee, he shall abstain from participating in the review and approval process of the Audit
Committee in relation to that matter. If more than one member of the Audit Committee has an interest in a
matter being deliberated, then the non-interested Directors who are not members of the Audit Committee
will participate in the review and approval process in relation to that matter. The Audit Committee met four
times during the year.
Each Committee and each Director has the authority to seek independent professional advice where
necessary to discharge their respective duties in each case at the Company’s expense. The Board
understands its responsibility for ensuring that there are sufficient, appropriate and effective systems,
procedures, policies and processes for internal control of financial operational compliance and risk
management matters. The Board meets regularly during the year to receive from the Investment Manager
an update on the Company’s investment activities and performance, together with reports on markets and
other relevant matters. In carrying out their responsibilities, the Directors have put in place a framework of
controls to ensure ongoing financial performance is monitored in a timely and corrective manner and risk
is identified and mitigated to the extent practicably possible.
The Board periodically meets and had a total of four meetings during the year. The Company has entered
into an agreement with the Investment Manager. The key responsibilities of the Investment Manager are to
implement the investment objectives of the Company.
Diversity Disclosure for Symphony International Holdings Limited
As of 31 December 2024, our board comprised five members. We have not met the target of having at least
40% of the board members as women. Our current board includes members with deep expertise in financial
markets, particularly in Asia, which is critical for implementing our updated strategy announced on 23
September 2023. Given this strategy to focus on the orderly realization of investments and returning
proceeds to shareholders, altering the board composition at this time would not be prudent.
19
Numerical Diversity Data Disclosure
Below is the numerical data on the diversity of our board and executive management.
Number of
board members
Percentage of
the board
Number of senior positions
on the board (CEO, CFO,
SID and Chair)
Number in
executive
management*
Percentage of
executive
management
Men
5
100%
3
2
20%
Women
0
0%
0
0
0%
Other
0
0%
0
0
0%
White British or other White
(including minority-white
groups)
2
40%
1
0
0%
Mixed / multiple ethnic groups
0
0%
0
0
0%
Asian / Asian British
2
40%
2
2
20%
Black / African / Caribbean /
Black British
0
0%
0
0
0%
Other ethnic group
1
20%
0
0
0%
*The Company is managed by the Investment Manager, which certain members comprise the executive management team.
Explanation of Data Collection Approach
We collected this data through a self-reporting process, where individuals were asked to identify their
ethnic background and gender identity or sex using the categories provided in UKLR 22 Annex 1. The
questions were designed to ensure clarity and respect for individual preferences
Directors’ Responsibility Statement
We, the directors of Symphony International Holdings Limited, confirm that to the best of our knowledge:
(a) the condensed financial statements give a true and fair view of the assets, liabilities, financial position
and profit or loss of the Company as required by DTR 4.2.4R; and
(b)
the condensed financial results include a fair review of information required by:
(i)
DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events
that have occurred during the financial year and their impact on the financial statements, and a
description of the principal risks and uncertainties; and
(ii) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have
taken place in the current financial year and that have materially affected the financial position
or performance of the Company during that period, and any changes in the related party
transactions described in the last annual report that could do so.
For and on behalf of the Board of Directors
GEORGES GAGNEBIN
Chairman, Symphony International Holdings Limited
ANIL THADANI
Chairman, Symphony Asia Holdings Pte. Ltd. Director, Symphony International Holdings Limited
28 March 2025
20
CORPORATE INFORMATION
COMPANY
Symphony International Holdings Limited
CORRESPONDENCE ADDRESS
Care of: Symphony Asia Holdings Pte. Ltd.
200 Newton Road
#07-01 Newton 200
Singapore 307983
DIRECTORS
Georges Gagnebin
Chairman and Independent Director
Samer Z. Alsaifi
Independent Director
Oliviero Bottinelli
Independent Director
Anil Thadani
Sunil Chandiramani
SHARE REGISTRAR AND SHARE
TRANSFER AGENT
MUFG Corporate Markets ( Guernsey) Limited
Mont Crevelt House
Bulwer Avenue
St. Sampson, Guernsey
GY2 4LH
REGISTERED OFFICE IN THE BRITISH VIRGIN
ISLANDS
Vistra Corporate Services Centre
Wickhams Cay II
Road Town, Tortola VG1110
British Virgin Islands
INVESTMENT MANAGER
Symphony Asia Holdings Pte. Ltd.
200 Newton Road #07-01 Newton 200
Singapore 307983
REGISTERED AGENT
Vistra (BVI) Limited
Vistra Corporate Services Centre
Wickhams Cay II
Road Town, Tortola VG1110
British Virgin Islands
AUDITORS
KPMG LLP
Public Accountants and Chartered Accountants
12 Marina View
Asia Square Tower 2 #15-01
Singapore 018961
21
Independent auditors’ report
Members of the Company
Symphony International Holdings Limited
Report on the audit of the financial statements
Opinion
We have audited the financial statements of Symphony International Holdings Limited (‘the
Company’), which comprise the statement of financial position as at 31 December 2024, the
statement of comprehensive income, statement of changes in equity and statement of cash flows
for the year then ended, and notes to the financial statements, including material accounting policy
information, as set out on pages FS1 to FS40.
In our opinion, the accompanying financial statements are properly drawn up in accordance with
IFRS Accounting Standards as issued by the International Accounting Standards Board (IFRS
Accounting Standards) so as to give a true and fair view of the financial position of the Company
as at 31 December 2024 and of the financial performance, changes in equity and cash flows of
the Company for the year ended on that date.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our
responsibilities under those standards are further described in the ‘Auditors’ responsibilities for
the audit of the financial statements’ section of our report. We are independent of the Company
in accordance with the International Ethics Standards Board for Accountants International Code
of Ethics for Professional Accountants (including International Independence Standards)
(IESBA Code) and Accounting and Corporate Regulatory Authority Code of Professional
Conduct and Ethics for Public Accountants and Accounting Entities (ACRA Code) together with
the ethical requirements that are relevant to our audit of the financial statements in Singapore, and
we have fulfilled our other ethical responsibilities in accordance with these requirements, the
IESBA Code and the ACRA Code. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance
in our audit of the financial statements of the current period. These matters were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.
22
Valuation of financial assets at fair value through profit or loss (Level 3)
(Refer to Note 16 to the financial statements, page FS25 et seq.)
The key audit matter
How the matter was addressed in our audit
The Company’s investments are measured at fair
value and amount to US$453 million (2023:
US$373 million) as at 31 December 2024. The
Company holds its investments directly or through
its unconsolidated subsidiaries. The underlying
investments comprise both quoted and unquoted
securities.
The Company has underlying unquoted investments
amounting to US$422 million (2023: US$338
million) which require significant judgement in the
determination of the fair values as significant
unobservable inputs are used in their estimation.
Changes in these unobservable inputs could have a
material impact on the fair value of these
investments.
The uncertain economic environment has caused
significant estimation uncertainty and as a result,
there is increased judgement in forecasting cash
flows used in the discounted cash flow models, and
maintainable earnings or revenue used in the
enterprise value using comparable traded multiples
models. These conditions and the uncertainty of
their continuation results in a risk of inaccurate
forecasts or a significantly wider range of possible
outcomes to be considered.
The Company used external valuers to measure the
fair value of the land related investments. The
Company used internal models to value the
operating businesses.
•
For land related investments in Thailand and
Japan, the external valuers applied the
comparable valuation method with the price
per square metre as the parameter.
•
For land related investment in Italy, the
external valuer applied the discounted cash
flow method to determine the fair value using
projected revenue and expenses, terminal
growth rate and weighted average cost of
capital (‘WACC’) as key assumptions and
parameters.
As part of our audit procedures, we have:
•
Evaluated the design and implementation of
management’s controls over the preparation,
review and approval of the valuations; and
•
Evaluated appropriateness of management’s
approach for valuing its investments as
follows:
• For land related investments, evaluated
the
valuers’
independence
and
qualification; and involved our KPMG
employed valuation specialist to assess
appropriateness of key assumptions and
parameters against externally derived
data;
• Our KPMG employed valuation specialist
has assessed the appropriateness of the
internal models used to value the
operating
businesses,
except
for
investments valued based on the price of
a recent transaction;
• For operating businesses valued using the
comparable enterprise model, checked
consistency of earnings before interest,
tax,
depreciation
and
amortisation
(‘EBITDA’) or revenue multiples and
share
prices
to
publicly
available
information;
• For operating businesses which uses the
option pricing model as a secondary
valuation technique, involved our KPMG
employed valuation specialist in assessing
the
liquidation
preference
of
each
instrument by agreeing to underlying
agreements and term sheets;
23
Valuation of financial assets at fair value through profit or loss (Level 3)
(Refer to Note 16 to the financial statements, page FS25 et seq.)
The key audit matter
How the matter was addressed in our audit
•
For operating businesses in Thailand, France,
India and Vietnam, the Company measured the
investments using the comparable enterprise
model. An option pricing method using the Black
Scholes model is applied to certain investments
where instruments have different rights/terms as
a secondary valuation technique to allocate the
equity value based on different breakpoints
(strikes) using market volatility and risk-free rate
parameters.
•
For greenfield operating businesses in Thailand
and Malaysia, the Company used a discounted
cash flow method to determine the fair value,
using projected revenue and expenses, terminal
growth rate and weighted average cost of capital
(‘WACC’) as key input parameters. For land held
for sale by a greenfield operating business, the
external valuer applied the comparable valuation
method with the price per square metre as the
parameter.
• For operating businesses valued using
the discounted cash flow method,
challenged the Company’s assessment
of the impact of the uncertain economic
environment on cash flows and the
reasonableness of key assumptions used
including
projected
revenue
and
expenses by corroborating to past
performance and market data; and
• Involved
our
KPMG
employed
valuation specialist in assessing the
appropriateness
of
comparable
enterprises
and
challenging
key
assumptions such as the discount used
for the lack of marketability, WACC,
terminal growth rate, volatility and risk-
free rate, taking into consideration
economic uncertainty, and corroborated
the
reasons
for
any
unexpected
movements from prior valuations.
•
Reviewed the adequacy of the disclosures
in the financial statements on the key
assumptions in the estimates applied in the
valuations.
Other information
Management is responsible for the other information contained in the annual report. Other
information is defined as all information in the annual report other than the financial statements
and our auditors’ report thereon.
We have obtained all other information prior to the date of this auditors’ report.
Our opinion on the financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.
24
In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the audit or otherwise appears to be
materially misstated. If, based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to report that fact. We have
nothing to report in this regard.
Responsibilities of management and directors for the financial statements
Management is responsible for the preparation of financial statements that give a true and fair
view in accordance with IFRS, and for devising and maintaining a system of internal accounting
controls sufficient to provide a reasonable assurance that assets are safeguarded against loss from
unauthorised use or disposition; and transactions are properly authorised and that they are
recorded as necessary to permit the preparation of true and fair financial statements and to
maintain accountability of assets.
In preparing the financial statements, management is responsible for assessing the Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless management either intends to liquidate
the Company or to cease operations, or has no realistic alternative but to do so.
The directors’ responsibilities include overseeing the Company’s financial reporting process.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with ISAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain
professional scepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the financial statements, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal controls.
•
Obtain an understanding of internal controls relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Company’s internal controls.
25
•
Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.
•
Conclude on the appropriateness of management’s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditors’ report to the related disclosures in the financial
statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions
are based on the audit evidence obtained up to the date of our auditors’ report. However,
future events or conditions may cause the Company to cease to continue as a going concern.
•
Evaluate the overall presentation, structure and content of the financial statements, including
the disclosures, and whether the financial statements represent the underlying transactions
and events in a manner that achieves fair presentation.
We communicate with the directors regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal
controls that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.
From the matters communicated with the directors, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key
audit matters. We describe these matters in our auditors’ report unless the law or regulations
preclude public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits
of such communication.
The engagement partner on the audit resulting in this independent auditors’ report is Shelley Chan
Hoi Yi.
KPMG LLP
Public Accountants and
Chartered Accountants
Singapore
28 March 2025
Symphony International Holdings Limited
Financial statements
Year ended 31 December 2024
FS1
The accompanying notes form an integral part of these financial statements.
Statement of financial position
As at 31 December 2024
Note
2024
2023
US$’000
US$’000
Non-current assets
Financial assets at fair value through profit or loss
4
452,736
372,655
Prepayment
*
*
452,736
372,655
Current assets
Other receivables and prepayments
5
61
70
Cash and cash equivalents
6
316
9,093
377
9,163
Total assets
453,113
381,818
Equity attributable to equity holders
of the Company
Share capital
7
409,704
409,704
Retained earnings/(Accumulated losses)
28,487
(28,311)
Total equity carried forward
438,191
381,393
Current liabilities
Interest-bearing borrowings
8
13,621
–
Other payables
9
1,301
425
Total liabilities
14,922
425
Total equity and liabilities
453,113
381,818
* Less than US$1,000
The financial statements were approved by the Board of Directors on 28 March 2025.
Anil Thadani
Sunil Chandiramani
Director
Director
Symphony International Holdings Limited
Financial statements
Year ended 31 December 2024
FS2
The accompanying notes form an integral part of these financial statements.
Statement of comprehensive income
Year ended 31 December 2024
Note
2024
2023
US$’000
US$’000
Other operating income
48,564
12,280
Other operating expenses
(1,811)
(1,441)
Management fees
(8,822)
(9,664)
Profit before investment results and income tax
37,931
1,175
Fair value changes in financial assets at fair value
through profit or loss
18,856
(103,410)
Profit/(Loss) before income tax
10
56,787
(102,235)
Income tax expense
11
–
–
Profit/(Loss) for the year
56,787
(102,235)
Other comprehensive income for the year, net of tax
–
–
Total comprehensive income for the year
56,787
(102,235)
Earnings per share:
US Cents
US Cents
Basic
12
11.06
(19.91)
Diluted
12
11.06
(19.91)
Symphony International Holdings Limited
Financial statements
Year ended 31 December 2024
FS3
The accompanying notes form an integral part of these financial statements.
Statement of changes in equity
Year ended 31 December 2024
Share
capital
Retained
earnings/
(Accumulated
losses)
Total
equity
US$’000
US$’000
US$’000
At 1 January 2023
409,704
86,758
496,462
Total comprehensive income for the year
–
(102,235)
(102,235)
Transaction with owners, recognised
directly in equity
Contributions by and distributions to
owners
Dividends declared and paid of US$0.025 per
share
–
(12,834)
(12,834)
Total transactions with owners
–
(12,834)
(12,834)
At 31 December 2023
409,704
(28,311)
381,393
At 1 January 2024
409,704
(28,311)
381,393
Total comprehensive income for the year
–
56,787
56,787
Transaction with owners, recognised
directly in equity
Contributions by and distributions to
owners
Forfeiture of dividend paid in prior years
–
11
11
Total transactions with owners
–
11
11
At 31 December 2024
409,704
28,487
438,191
Symphony International Holdings Limited
Financial statements
Year ended 31 December 2024
FS4
Statement of cash flows
Year ended 31 December 2024
Note
2024
2023
US$’000
US$’000
Cash flows from operating activities
Profit/(Loss) before income tax
56,787
(102,235)
Adjustments for:
Dividend income
(48,471)
(11,864)
Exchange loss, net
951
337
Interest income
(93)
(416)
Interest expenses
155
–
Fair value changes in financial assets at fair value
through profit or loss
(18,856)
103,410
(9,527)
(10,768)
Changes in:
- Other receivables and prepayments
4
10
- Other payables
858
4
(8,665)
(10,754)
Dividend received from unconsolidated subsidiaries
250
–
Interest received
98
418
Net cash used in operating activities
(8,317)
(10,336)
Cash flows from investing activities
Net proceeds (provided to)/received from unconsolidated
subsidiaries
(13,958)
13,691
Net cash (used in)/from investing activities
(13,958)
13,691
Cash flows from financing activities
Interest paid
(130)
–
Dividend paid
–
(12,834)
Receipt from forfeiture of dividends paid in prior years
11
–
Proceeds from borrowings
13,621
–
Net cash from/(used in) financing activities
13,502
(12,834)
Net decrease in cash and cash equivalents
(8,773)
(9,479)
Cash and cash equivalents at 1 January
9,093
18,573
Effect of exchange rate fluctuations
(4)
(1)
Cash and cash equivalents at 31 December
6
316
9,093
Significant non-cash transactions
During the financial year ended 31 December 2024, the Company received dividends of
US$48,471,000 (2023: US$11,864,000) from its unconsolidated subsidiaries of which
US$897,000 (2023: US$11,864,000) was set off against the non-trade amounts due to the
unconsolidated subsidiaries and US$47,324,000 (2023: US$Nil) was distribution of shares in
specie.
FS5
Notes to the financial statements
These notes form an integral part of the financial statements.
The financial statements were authorised for issue by the Board of Directors on 28 March 2025.
1
Domicile and activities
Symphony International Holdings Limited (‘the Company’) was incorporated in the British
Virgin Islands (‘BVI’) on 5 January 2004 as a limited liability company under the International
Business Companies Ordinance. The address of the Company’s registered office is Vistra
Corporate Services Centre, Wickhams Cay II, Road Town, Tortola VG1110 British Virgin Islands
effective 13 February 2017. The Company does not have a principal place of business as the
Company carries out its principal activities under the advice of its Investment Manager.
The principal activities of the Company are those relating to an investment holding company
while those of its unconsolidated subsidiaries consist primarily of making strategic investments
with the objective of increasing the net asset value through strategic long-term investments in
consumer-related businesses, primarily in the healthcare, hospitality, lifestyle (including branded
real estate developments), logistics, education and new economy sectors predominantly in Asia
and through investments in special situations and structured transactions, which have the potential
of generating attractive returns.
2
Basis of preparation
2.1
Going concern
As at 31 December 2024, the Company’s current liabilities exceeded its current assets by
US$14,545,000. The Company holds listed securities amounting to US$46,264,000 as at 31
December 2024 which was transferred from its wholly owned subsidiaries during the year. These
listed securities are liquid and can therefore be sold from time-to-time to generate additional cash
to settle any existing and ongoing liabilities of the Company. The Directors are therefore
confident that the use of the going concern assumption for the year ended 31 December 2024
remains appropriate.
2.2
Statement of compliance
The financial statements have been prepared in accordance with IFRS Accounting Standards
(‘IFRS’).
2.3
Basis of measurement
The financial statements have been prepared on a fair value basis, except for certain items which
are measured on a historical cost basis.
FS6
2.4
Functional and presentation currency
The financial statements are presented in United States dollars (US$’000), which is the
Company’s functional currency. All financial information presented in United States dollars have
been rounded to the nearest thousand, unless otherwise stated.
2.5
Use of estimates and judgements
The preparation of the financial statements in conformity with IFRS requires management to
make judgements, estimates and assumptions about the future, including climate-related risks and
opportunities, that affect the application of accounting policies and the reported amounts of assets,
liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis and are consistent with
the Company’s risk management and climate-related commitments where appropriate. Revisions
to accounting estimates are recognised prospectively.
Information about assumptions and estimation uncertainties at the reporting date that have a
significant risk of resulting in a material adjustment to the carrying amounts of assets within the
next financial year are included in the following note:
• Note 16 – Fair value of investments
Except as disclosed above, there are no other significant areas of estimation uncertainty or critical
judgements in the application of accounting policies that have a significant effect on the amount
recognised in the financial statements.
Uncertain economic environment
The uncertain economic environment has increased the estimation uncertainty in developing
significant accounting estimates, predominantly related to financial assets at fair value through
profit or loss (‘FVTPL’).
The estimation uncertainty is associated with:
•
the macroeconomic risks that may affect economies such as inflation and interest rates. These
factors may result in increasing unemployment, declines in consumer spending and forecasts
for key economic factors;
•
geopolitical risks that may affect economic instability as a result of conflict and trade disputes,
including tariffs and other trade barriers; and
•
the effectiveness of government and central bank measures to support growth of businesses
and consumption.
The Company has developed accounting estimates based on forecasts of economic conditions
which reflect expectations and assumptions as at 31 December 2024 about future events that
management believes are reasonable in the circumstances.
There is a considerable degree of judgement involved in preparing forecasts. The underlying
assumptions are also subject to uncertainties which are often outside the control of the Company.
Accordingly, actual economic conditions are likely to be different from those forecast since
anticipated events frequently do not occur as expected, and the effect of those differences may
significantly impact accounting estimates included in these condensed financial statements.
FS7
The impact of the uncertain economic environment on financial assets at FVTPL is discussed
further in Note 16.
2.6
Changes in material accounting policies
New accounting standards and amendments
The Company has applied the following IFRSs, amendments to and interpretations of IFRS for
the first time for the annual period beginning on 1 January 2024:
•
Amendments to IAS 1 Classification of Liabilities as Current or Non-current and
Amendments to IAS 1 Non-current Liabilities with Covenants
•
Amendments to IFRS 16 Lease Liability in a Sale and Leaseback
•
Amendments to IAS 7 and IFRS 7 Supplier Finance Arrangements
The application of these amendments to accounting standards and interpretations does not have a
material effect on the financial statements.
3
Material accounting policies
The accounting policies set out below have been applied consistently to all period presented in
these financial statements, except as explained in Note 2.6, which address changes in accounting
policies.
3.1
Subsidiaries
Subsidiaries are investees controlled by the Company. The Company controls an investee if it is
exposed to, or has rights to, variable returns from its involvement with the investee and has the
ability to affect those returns through its power over the investee.
The Company is an investment entity and does not consolidate its subsidiaries and measures them
at fair value through profit or loss. In determining whether the Company meets the definition of
an investment entity, management considered the structure of the Company and its subsidiaries
as a whole in making its assessment.
3.2
Functional currency
Items included in the financial statements of the Company are measured using the currency that
best reflects the economic substance of the underlying events and circumstances relevant to the
Company (the functional currency).
For the purposes of determining the functional currency of the Company, management has
considered the activities of the Company, which are those relating to an investment holding
company. Funding is obtained in US dollars through the issuance of ordinary shares.
FS8
3.3
Foreign currency
Foreign currency transactions
Transactions in foreign currencies are translated to the functional currency of the Company at
exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in
foreign currencies at the reporting date are translated to the functional currency at the exchange
rate at that date. The foreign currency gain or loss on monetary items is the difference between
amortised cost in the functional currency at the beginning of the year, adjusted for effective
interest and payments during the year, and the amortised cost in foreign currency translated at the
exchange rate at the end of the year.
Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair
value are translated to the functional currency at the exchange rate at the date that the fair value
was determined. Non-monetary items in a foreign currency that are measured in terms of
historical cost are translated using the exchange rate at the date of the transaction.
Foreign currency differences arising on translation are generally recognised in profit or loss.
3.4
Financial instruments
(i)
Recognition and initial measurement
Non-derivative financial assets and financial liabilities
Trade receivables and debt investments issued are initially recognised when they are originated.
All other financial assets and financial liabilities are initially recognised when the Company
becomes a party to the contractual provisions of the instrument.
A financial asset (unless it is a trade receivable without a significant financing component) or
financial liability is initially measured at fair value plus or minus, for an item not at FVTPL,
transaction costs that are directly attributable to its acquisition or issue. A trade receivable without
a significant financing component is initially measured at the transaction price.
(ii)
Classification and subsequent measurement
Non-derivative financial assets: Classification
On initial recognition, a financial asset is classified as measured at: amortised cost; or FVTPL.
Financial assets are not reclassified subsequent to their initial recognition unless the Company
changes its business model for managing financial assets, in which case all affected financial
assets are reclassified on the first day of the first reporting period following the change in the
business model.
FS9
Financial assets at amortised cost
A financial asset is measured at amortised cost if it meets both of the following conditions and is
not designated as at FVTPL:
•
it is held within a business model whose objective is to hold assets to collect contractual cash
flows; and
•
its contractual terms give rise on specified dates to cash flows that are solely payments of
principal and interest on the principal amount outstanding.
Financial assets at FVTPL
All financial assets not classified as measured at amortised cost as described above are measured
at FVTPL. On initial recognition, the Company may irrevocably designate a financial asset that
otherwise meets the requirements to be measured at amortised cost as at FVTPL if doing so
eliminates or significantly reduces an accounting mismatch that would otherwise arise.
Financial assets: Business model assessment
The Company makes an assessment of the objective of the business model in which a financial
asset is held at a portfolio level because this best reflects the way the business is managed and
information is provided to management.
The information considered includes:
•
the stated policies and objectives for the portfolio and the operation of those policies in
practice. These include whether management’s strategy focuses on earning contractual
interest income, maintaining a particular interest rate profile, matching the duration of the
financial assets to the duration of any related liabilities or expected cash outflows or realising
cash flows through the sale of the assets;
•
how the performance of the portfolio is evaluated and reported to the Company’s
management;
•
the risks that affect the performance of the business model (and the financial assets held within
that business model) and how those risks are managed;
•
how managers of the business are compensated – e.g. whether compensation is based on the
fair value of the assets managed or the contractual cash flows collected; and
•
the frequency, volume and timing of sales of financial assets in prior periods, the reasons for
such sales and expectations about future sales activity.
Transfers of financial assets to third parties in transactions that do not qualify for derecognition
are not considered sales for this purpose, consistent with the Company’s continuing recognition
of the assets.
Financial assets that are held-for-trading or are managed and whose performance is evaluated on
a fair value basis are measured at FVTPL.
FS10
Non-derivative financial assets: Assessment whether contractual cash flows are solely
payments of principal and interest
For the purposes of this assessment, ‘principal’ is defined as the fair value of the financial asset
on initial recognition. ‘Interest’ is defined as consideration for the time value of money and for
the credit risk associated with the principal amount outstanding during a particular period of time
and for other basic lending risks and costs (e.g. liquidity risk and administrative costs), as well as
a profit margin.
In assessing whether the contractual cash flows are solely payments of principal and interest, the
Company considers the contractual terms of the instrument. This includes assessing whether the
financial asset contains a contractual term that could change the timing or amount of contractual
cash flows such that it would not meet this condition. In making this assessment, the Company
considers:
•
contingent events that would change the amount or timing of cash flows;
•
terms that may adjust the contractual coupon rate, including variable rate features;
•
prepayment and extension features; and
•
terms that limit the Company’s claim to cash flows from specified assets (e.g. non-recourse
features).
A prepayment feature is consistent with the solely payments of principal and interest criterion if
the prepayment amount substantially represents unpaid amounts of principal and interest on the
principal amount outstanding, which may include reasonable compensation for early termination
of the contract. Additionally, for a financial asset acquired at a significant discount or premium
to its contractual par amount, a feature that permits or requires prepayment at an amount that
substantially represents the contractual par amount plus accrued (but unpaid) contractual interest
(which may also include reasonable compensation for early termination) is treated as consistent
with this criterion if the fair value of the prepayment feature is insignificant at initial recognition.
Non-derivative financial assets: Subsequent measurement and gains and losses
Financial assets at amortised cost
These assets are subsequently measured at amortised cost using the effective interest method. The
gross carrying amount is reduced by impairment losses. Interest income, foreign exchange gains
and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is
recognised in profit or loss.
Financial assets at FVTPL
These assets are subsequently measured at fair value. Net gains and losses, including any interest
or dividend income, are recognised in profit or loss.
Non-derivative financial liabilities: Classification, subsequent measurement and gains and
losses
Financial liabilities are classified as measured at amortised cost. Financial liabilities are initially
measured at fair value less directly attributable transaction costs. They are subsequently measured
at amortised cost using the effective interest method. Interest expense and foreign exchange gains
and losses are recognised in profit or loss.
FS11
(iii)
Derecognition
Financial assets
The Company derecognises a financial asset when:
•
the contractual rights to the cash flows from the financial asset expire; or
•
it transfers the rights to receive the contractual cash flows in a transaction in which either:
-
substantially all of the risks and rewards of ownership of the financial asset are
transferred; or
-
the Company neither transfers nor retains substantially all of the risks and rewards of
ownership and it does not retain control of the financial asset.
Transferred assets are not derecognised when the Company enters into transactions whereby it
transfers assets recognised in its statement of financial position, but retains either all or
substantially all of the risks and rewards of the transferred assets.
Financial liabilities
The Company derecognises a financial liability when its contractual obligations are discharged
or cancelled, or expire. The Company also derecognises a financial liability when its terms are
modified and the cash flows of the modified liability are substantially different, in which case a
new financial liability based on the modified terms is recognised at fair value.
On derecognition of a financial liability, the difference between the carrying amount extinguished
and the consideration paid (including any non-cash assets transferred or liabilities assumed) is
recognised in profit or loss.
(iv)
Offsetting
Financial assets and financial liabilities are offset and the net amount presented in the statement of
financial position when, and only when, the Company currently has a legally enforceable right to set
off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the
liability simultaneously.
(v)
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and short-term deposits with maturities of three
months or less from the date of acquisition that are subject to an insignificant risk of changes in
their fair value, and are used by the Company in the management of its short-term commitments.
(vi)
Share capital
Ordinary shares
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of
ordinary shares are recognised as a deduction from equity. Income tax relating to transaction costs of
an equity transaction is accounted for in accordance with IAS 12.
FS12
3.5
Impairment
(i)
Non-derivative financial assets
The Company recognises loss allowances for expected credit losses (‘ECLs’) on financial assets
measured at amortised cost.
Loss allowances of the Company are measured on either of the following bases:
-
12-month ECLs: these are ECLs that result from default events that are possible within the
12 months after the reporting date (or for a shorter period if the expected life of the instrument
is less than 12 months); or
-
Lifetime ECLs: these are ECLs that result from all possible default events over the expected
life of a financial instrument.
General approach
The Company applies the general approach to provide for ECLs on all financial instruments.
Under the general approach, the loss allowance is measured at an amount equal to 12-month ECLs
at initial recognition.
At each reporting date, the Company assesses whether the credit risk of a financial instrument has
increased significantly since initial recognition. When credit risk has increased significantly since
initial recognition, loss allowance is measured at an amount equal to lifetime ECLs.
When determining whether the credit risk of a financial asset has increased significantly since
initial recognition and when estimating ECLs, the Company considers reasonable and supportable
information that is relevant and available without undue cost or effort. This includes both
quantitative and qualitative information and analysis, based on the Company’s historical
experience and informed credit assessment and includes forward-looking information.
If credit risk has not increased significantly since initial recognition or if the credit quality of the
financial instruments improves such that there is no longer a significant increase in credit risk
since initial recognition, loss allowance is measured at an amount equal to 12-month ECLs.
The Company considers a financial asset to be in default when:
-
the debtor is unlikely to pay its credit obligations to the Company in full, without recourse by
the Company to actions such as realising security (if any is held); or
-
the financial asset is more than 90 days past due.
The maximum period considered when estimating ECLs is the maximum contractual period over
which the Company is exposed to credit risk.
Measurement of ECLs
ECLs are probability-weighted estimates of credit losses. Credit losses are measured at the present
value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in
accordance with the contract and the cash flows that the Company expects to receive). ECLs are
discounted at the effective interest rate of the financial asset.
FS13
Credit-impaired financial assets
At each reporting date, the Company assesses whether financial assets carried at amortised cost
are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a
detrimental impact on the estimated future cash flows of the financial asset have occurred.
Evidence that a financial asset is credit-impaired includes the following observable data:
-
significant financial difficulty of the debtor;
-
a breach of contract such as a default or being more than 90 days past due;
-
the restructuring of a loan or advance by the Company on terms that the Company would not
consider otherwise;
-
it is probable that the debtor will enter bankruptcy or other financial reorganisation; or
-
the disappearance of an active market for a security because of financial difficulties.
Presentation of allowance for ECLs in the statement of financial position
Loss allowances for financial assets measured at amortised cost are deducted from the gross
carrying amount of these assets.
Write-off
The gross carrying amount of a financial asset is written off (either partially or in full) to the
extent that there is no realistic prospect of recovery. This is generally the case when the Company
determines that the debtor does not have assets or sources of income that could generate sufficient
cash flows to repay the amounts subject to the write-off. However, financial assets that are written
off could still be subject to enforcement activities in order to comply with the Company’s
procedures for recovery of amounts due.
3.6
Dividend income
Dividend income is recognised in profit or loss on the date on which the Company’s right to
receive payment is established. For quoted equity securities, this is usually the ex-dividend date.
For unquoted equity securities, this is usually the date on which the shareholders approve the
payment of a dividend.
3.7
Finance income and finance costs
The Company’s finance income and finance costs includes interest income and foreign currency
gain or loss on financial assets and financial liabilities.
Interest income is recognised using the effective interest method. The ‘effective interest rate’ is
the rate that exactly discounts estimated future cash receipts through the expected life of the
financial instrument to the gross carrying amount of the financial asset.
In calculating interest income, the effective interest rate is applied to the gross carrying amount
of the asset (when the asset is not credit-impaired). However, for financial assets that have
become credit-impaired subsequent to initial recognition, interest income is calculated by
applying the effective interest rate to the amortised cost of the financial asset. If the asset is no
longer credit-impaired, then the calculation of interest income reverts to the gross basis.
FS14
3.8
Earnings per share
The Company presents basic and diluted earnings per share data for its ordinary shares. Basic
earnings per share is calculated by dividing the profit or loss attributable to ordinary shareholders
of the Company by the weighted-average number of ordinary shares outstanding during the year,
adjusted for own shares held. Diluted earnings per share is determined by adjusting the profit or
loss attributable to ordinary shareholders and the weighted-average number of ordinary shares
outstanding, adjusted for own shares held, for the effects of all dilutive potential ordinary shares,
which comprise share options granted to the Investment Manager.
3.9
Segment reporting
An operating segment is a component of the Company that engages in business activities from
which it may earn revenues and incur expenses, including revenues and expenses that relate to
transactions with any of the Company's other components. Operating segments are reported in a
manner consistent with the internal reporting provided to the chief operating decision-maker. The
chief operating decision maker has been identified as the Board of Directors of the Investment
Manager that makes strategic investment decisions.
Segment results that are reported to the chief operating decision maker include items directly
attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated
items comprise mainly corporate expenses and other assets and payables.
3.10
New accounting standards and interpretations not adopted
A number of new accounting standards and amendments to standards are effective for annual
periods beginning after 1 January 2024 and earlier application is permitted. However, the
Company has not early adopted the new or amended accounting standards in preparing these
financial statements.
IFRS 18 Presentation and Disclosure in Financial Statements
IFRS 18 will replace IAS 1 Presentation of Financial Statements and applies for annual reporting
periods beginning on or after 1 January 2027. The new standard introduces the following key
new requirements.
•
Entities are required to classify all income and expenses into five categories in the statement
of profit or loss, namely the operating, investing, financing, discontinued operations and
income tax categories. Entities are also required to present a newly-defined operating profit
subtotal. Entities’ net profit will not change.
•
Management-defined performance measures (MPMs) are disclosed in a single note in the
financial statements.
•
Enhanced guidance is provided on how to company information in the financial statements.
In addition, all entities are required to use the operating profit subtotal as the starting point for the
statement of cash flows when presenting operating cash flows under the indirect method. The
Company is still in the process of assessing the impact of the new standard, particularly with
respect to the structure of the Company’s statement of profit or loss, the statement of cash flows
and the additional disclosures required for MPMs. The Company is also assessing the impact on
how information is grouped in the financial statements, including for items currently labelled as
other.
FS15
Other accounting standards
The following amendments to IFRSs are not expected to have a significant impact on the
Company’s statement of financial position.
•
Amendments to IAS 21: Lack of Exchangeability
•
Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS
7)
•
Annual Improvements to IFRSs - Volume 11
•
IFRS 19: Subsidiaries without Public Accountability: Disclosures
•
Sale or Contribution of Assets between an Investor and its Associate or Joint Venture
(Amendments to IFRS 110 and IAS 28)
•
Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7)
4
Financial assets at fair value through profit or loss
Note
2024
2023
US$’000
US$’000
Investments
18
452,736
372,655
5
Other receivables and prepayments
2024
2023
US$’000
US$’000
Other prepayments
61
65
Interest and other receivables
*
5
61
70
* Less than US$1,000
6
Cash and cash equivalents
2024
2023
US$’000
US$’000
Fixed deposits with financial institutions and placements in
money market funds
8
8,257
Cash at bank
308
836
316
9,093
The effective interest rate on fixed deposits with financial institutions as at 31 December 2024
ranged from 1.68% to 5.15% (2023: 2.40% to 5.18%) per annum. Interest rates reprice at intervals
of seven days to one month.
FS16
7
Share capital
2024
2023
Number of
shares
Number of
shares
Fully paid ordinary shares, with no par value:
At 1 January and 31 December
513,366,198
513,366,198
Share capital in the statement of financial position represents subscription proceeds received
from, and the amount of liabilities capitalised through, the issuance of ordinary shares of no par
value in the Company, less transaction costs directly attributable to equity transactions.
The Company does not have an authorised share capital and is authorised to issue an unlimited
number of no par value shares.
The holders of ordinary shares are entitled to receive dividends as declared from time to time and
are entitled to one vote per share at shareholder meetings of the Company. All shares rank equally
with regard to the Company’s residual assets.
8
Interest-bearing borrowings
The interest-bearing borrowings comprise of a term loan from a bank amounting to
US$13,621,000 (2023: US$Nil) denominated in United States Dollar. Interest is charged at 5.86%
to 6.93% per annum and reprices on maturity. The loan principal is repayable on maturity unless
the loan is rolled-over. The interest-bearing term loan is secured by the listed securities held by
the Company.
9
Other payables
2024
2023
US$’000
US$’000
Accrued operating expenses
337
395
Amount due to a director
30
30
Amount due to investment manager
909
–
Interest payable
25
–
1,301
425
FS17
10
Profit/(Loss) before income tax
Profit/(Loss) before income tax includes the following:
2024
2023
US$’000
US$’000
Other operating income
Dividend income
48,471
11,864
Interest income from fixed deposits and placements in
money market fund
93
416
48,564
12,280
Other operating expenses
Audit fees paid to auditors of the Company and other
firms affiliated with KPMG International Limited
317
351
Non-audit fees paid to auditors of the Company and
other firms affiliated with KPMG International
Limited
15
4
Exchange loss, net
951
337
Non-executive director remuneration
113
330
11
Income tax expense
The Company is incorporated in a tax-free jurisdiction, thus, it is not subject to income tax.
12
Earnings per share
2024
2023
US$’000
US$’000
Basic and diluted earnings per share are based on:
Profit/(Loss) for the year attributable to ordinary
shareholders
56,787
(102,235)
Basic and diluted earnings per share
Number of
shares
Number of
shares
2024
2023
Issued ordinary shares at 1 January and 31 December
513,366,198
513,366,198
Weighted average number of shares (basic and diluted)
513,366,198
513,366,198
At 31 December 2024 and 31 December 2023, there were no outstanding share options to
subscribe for ordinary shares of no par value.
FS18
13
Significant related party transactions
Dividend income
During the financial year ended 31 December 2024, the Company recognised dividend income
from its unconsolidated subsidiaries amounting to US$48,471,000 (2023: US$11,864,000).
Key management personnel compensation
Key management personnel of the Company are those persons having the authority and
responsibility for planning, directing and controlling the activities of the Company.
During the financial year, directors’ fees amounting to US$113,000 (2023: US$330,000) were
declared as payable to three directors (2023: four directors) of the Company. The remaining two
directors of the Company are also directors of the Investment Manager who provides management
and administrative services to the Company on an exclusive and discretionary basis. No
remuneration has been paid to these directors as the cost of their services form part of the
Investment Manager’s remuneration.
Other related party transactions
On 10 July 2007, the Company entered into an Investment Management and Advisory Agreement
with Symphony Investment Managers Limited (‘SIMgL’) pursuant to which SIMgL would
provide investment management and advisory services exclusively to the Company. On 15
October 2015, SIMgL was replaced by Symphony Asia Holdings Pte. Ltd. (‘SAHPL’)
(with SAHPL and SIMgL, as the case may be, hereinafter referred to as the “Investment
Manager”). The Company entered into an Investment Management Agreement with SAHPL,
which replaced the Investment Management and Advisory Agreement (as the case may be,
hereinafter referred to as the “Investment Management Agreement”). The key persons of the
management team of the Investment Manager comprise certain key management personnel
engaged by the Investment Manager pursuant to arrangements agreed between the parties. They
will (subject to certain existing commitments) devote substantially all of their business time as
employees, and on behalf of the Investment Management Group, to assist the Investment Manager
in its fulfilment of the investment objectives of the Company and be involved in the management
of the business activities of the Investment Management Group. Pursuant to the Investment
Management Agreement, the Investment Manager is entitled to the following forms of
remuneration for the investment management and advisory services rendered.
a.
Management fees
Management fees of 2.25% per annum of the net asset value, payable quarterly in advance
on the first day of each quarter, based on the net asset value of the previous quarter end. The
management fees payable will be subject to a maximum amount of US$15,000,000 (2023:
US$15,000,000) per annum. There is no minimum amount of management fee payable per
annum.
In 2024, Management fees amounting to US$8,822,000 (2023: US$9,664,000) have been
paid to the Investment Manager and recognised in the financial statements.
FS19
b.
Management shares
The Company did not issue any management shares during the year. At the reporting date,
an aggregate of 10,298,725 (2023: 10,298,725) management shares had been issued,
credited as fully paid to the Investment Manager.
c.
Share options
There were no share options outstanding as at 31 December 2024 and at 31 December 2023.
The share options granted on 3 August 2008 expired on 3 August 2018. The share options
granted on 22 October 2012 have been fully exercised. These share options cannot be
reissued to the Investment Manager.
Other than as disclosed elsewhere in the financial statements, there were no other significant
related party transactions during the financial year.
14
Commitments
The Company has a remaining commitment to subscribe to Good Capital Fund I for an amount
less than 1% of the net asset value as at 31 December 2024. Approximately 94.16% of this
commitment had been funded as at 31 December 2024 with 5.84% of the commitment subject to
be called.
The Company has a remaining commitment to Good Capital Fund II for an amount less than 1%
of the net asset value as at 31 December 2024. Approximately 48.69% of this commitment had
been funded as at 31 December 2024 with 51.31% of the commitment subject to be called.
The Company committed to incremental funding in Mavi Holding Pte. Ltd. that is subject to
certain milestones being achieved. The total remaining contingent commitment amounts
aggregate to less than 1% of the net asset value as at 31 December 2023. There was no outstanding
commitment at 31 December 2024.
In the general interests of the Company and its unconsolidated subsidiaries, it is the Company’s
current policy to provide such financial and other support to its group of companies to enable
them to continue to trade and to meet liabilities as they fall due.
15
Operating segments
The Company has investment segments, as described below. Investment segments are reported
to the Board of Directors of Symphony Asia Holdings Pte. Ltd., the Investment Manager, who
review this information on a regular basis.
Segment results, assets and liabilities include items directly attributable to a segment as well as
those that can be allocated on a reasonable basis.
Business activities which do not meet the definition of an operating segment have been reported
in the reconciliations of total reportable segment amounts to the financial statements.
FS20
The following summary describes the investments in each of the Company’s reportable segments.
Healthcare
Includes investments in ASG Hospital Private Limited (ASG)
and Soothe Healthcare Private Limited (Soothe)
Hospitality
Minor International Public Company Limited (MINT)
Education
Includes investments in WCIB International Co. Ltd. (WCIB)
Lifestyle
Includes investments in Chanintr Living Ltd. (Chanintr) and
Liaigre Group (Liaigre)
Lifestyle/Real estate
Includes investments in Minuet Ltd, a property joint venture in
Niseko, Hokkaido, Japan, Desaru Peace Holdings Sdn Bhd,
Isprava Vesta Private Limited (Isprava) and Liaigre Hospitality
Ventures Pte. Ltd. (LHV)
Logistics
Indo Trans Logistics Corporation (ITL)
New economy
Includes Smarten Spaces Pte. Ltd. (Smarten), Good Capital
Partners, Good Capital Fund I and Good Capital Fund II
(collectively, Good Capital), August Jewellery Private Limited
(Melorra), House of Kieraya Limited (Furlenco), Catbus Infolabs
Private Limited (Blowhorn), Meesho Inc. (Meesho), SolarSquare
Energy Private Limited (Solar Square), Mavi Holding Pte. Ltd.
(Mavi) and Epic Games, Inc.
Cash and temporary
investments
Includes government securities or other investment grade
securities, liquid investments which are managed by third party
investment managers of international repute, and deposits placed
with commercial banks
F21
Information regarding the results of each reportable segment is included below:
Healthcare
Hospitality
Education
Lifestyle
Lifestyle/
Real estate
Logistics
Cash and
temporary
investments
New Economy
Total
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
31 December 2024
Investment income
- Dividend income
–
48,471
–
–
–
–
–
–
48,471
- Interest income
–
–
–
–
–
–
93
–
93
–
48,471
–
–
–
–
93
–
48,564
Fair value changes of financial assets at fair value
through profit or loss
37,130
(53,893)
1,658
(8,313)
49,210
(5,471)
(36)
(1,429)
18,856
37,130
(53,893)
1,658
(8,313)
49,210
(5,471)
(36)
(1,429)
18,856
Exchange loss, net
(4)
–
(4)
(2,763)
1,842
(3)
*
(19)
(951)
(4)
–
(4)
(2,763)
1,842
(3)
*
(19)
(951)
Net investment results
37,126
(5,422)
1,654
(11,076)
51,052
(5,474)
57
(1,448)
66,469
31 December 2023
Investment income
- Dividend income
–
9,640
2,224
–
–
–
–
–
11,864
- Interest income
–
–
–
–
–
–
416
–
416
–
9,640
2,224
–
–
–
416
–
12,280
Fair value changes of financial assets at fair value
through profit or loss
6,747
(13,187)
1,947
(10,740)
(3,452)
(70,833)
–
(13,892)
(103,410)
Exchange loss, net
2
*
(1)
1,231
(1,573)
1
(4)
7
(337)
6,749
(13,187)
1,946
(9,509)
(5,025)
(70,832)
(4)
(13,885)
(103,747)
Net investment results
6,749
(3,547)
4,170
(9,509)
(5,025)
(70,832)
412
(13,885)
(91,467)
31 December 2024
Segment assets
102,758
46,380
17,643
17,228
160,448
69,152
308
39,135
453,052
Segment liabilities
–
–
–
–
–
–
(13,621)
–
(13,621)
31 December 2023
Segment assets
59,561
52,948
14,806
36,838
97,148
74,595
9,093
36,759
381,748
Segment liabilities
–
–
–
–
–
–
–
–
–
* Less than US$1,000
F22
The reportable operating segments derive their revenue primarily by achieving returns, consisting
of dividend income, interest income and appreciation of fair value. The Company does not
monitor the performance of these investments by measure of profit or loss.
Reconciliations of reportable segment profit or loss and assets
2024
2023
US$’000
US$’000
Profit or loss
Net investments results
66,469
(91,467)
Unallocated amounts:
- Management fees
(8,822)
(9,664)
- Non-executive director remuneration
(113)
(330)
- General operating expenses
(747)
(774)
Profit/(Loss) for the year
56,787
(102,235)
Assets
Total assets for reportable segments
453,052
381,748
Other assets
61
70
Total assets
453,113
381,818
Liabilities
Total liabilities for reportable segments
13,621
–
Other payables
1,301
425
Total liabilities
14,922
425
Geographical information
In presenting information on the basis of geographical information, investment income,
comprising dividend income from investments, and fair value changes of financial assets at
FVTPL are based on the geographical location of the underlying investment. Assets are based on
the principal geographical location of the assets or the operations of the underlying investments.
None of the underlying investments which generate revenue or assets are located in the
Company’s country of incorporation, BVI.
F23
Singapore
Malaysia
Thailand
Japan
Mauritius
Vietnam
India
Italy
Others
Total
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
2024
Investment income:
- Dividend income
–
–
–
–
48,471
–
–
–
–
48,471
- Interest income
93
–
–
–
–
–
–
–
*
93
93
–
–
–
48,471
–
–
–
*
48,564
Fair value changes of
financial assets at fair
value through profit or loss
(117)
(13,311)
(33,351)
(2,223)
–
(5,471)
39,299
40,072
(6,042)
18,856
(117)
(13,311)
(33,351)
(2,223)
–
(5,471)
39,299
40,072
(6,042)
18,856
Exchange loss, net
(55)
–
–
–
*
–
–
–
(896)
(951)
(55)
–
–
–
*
–
–
–
(896)
(951)
Net investment results
(79)
(13,311)
(33,351)
(2,223)
48,471
(5,471)
39,299
40,072
(6,938)
66,469
* Less than US$1,000.
F24
Singapore
Malaysia
Thailand
Japan
Mauritius
Vietnam
India
Italy
Others
Total
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
2023
Investment income:
- Dividend income
–
–
–
–
9,640
–
–
–
2,224
11,864
- Interest income
416
–
–
–
–
–
–
–
*
416
416
–
–
–
9,640
–
–
–
2,224
12,280
Fair value changes of
financial assets at fair
value through profit or
loss
4
(1,384)
(9,206)
(1,533)
–
(70,833)
(7,566)
–
(12,892)
(103,410)
Exchange loss, net
21
–
–
–
*
–
–
–
(358)
(337)
25
(1,384)
(9,206)
(1,533)
*
(70,833)
(7,566)
–
(13,250)
(103,747)
Net investment results
441
(1,384)
(9,206)
(1,533)
9,640
(70,833)
(7,566)
–
(11,026)
(91,467)
2024
Segment assets
9,305
15,092
132,320
14,966
237
69,162
145,564
53,255
13,151
453,052
Segment liabilities
(13,621)
–
–
–
–
–
–
–
–
(13,621)
2023
Segment assets
13,354
27,110
116,665
16,584
562
74,605
102,549
–
30,319
381,748
Segment liabilities
–
–
–
–
–
–
–
–
–
–
* Less than US$1,000
F25
16
Financial risk management
The Company’s financial assets comprise mainly financial assets at fair value through profit or
loss, other receivables, and cash and cash equivalents. The Company’s financial liabilities
comprise interest-bearing borrowings and other payables. Exposure to credit, price, interest rate,
foreign currency and liquidity risks arises in the normal course of the Company’s business.
The Company’s Board of Directors has overall responsibility for the establishment and oversight
of the Company’s risk management framework. The Company’s risk management policies are
established to identify and analyse the risks faced by the Company and to set appropriate controls.
Risk management policies and systems are reviewed regularly to reflect changes in market
conditions and the Company’s activities.
Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial
instrument fails to meet its contractual obligations.
Investments in the form of advances are made to investee companies which are of acceptable
credit risk. Credit risk exposure on the investment portfolio is managed on an asset-specific basis
by the Investment Manager.
The Company held cash and cash equivalents of US$316,000 as at 31 December 2024 (2023:
US$9,093,000). The cash and cash equivalents are held with bank and financial institution
counterparties, which are rated Aa1 to A1, based on Moody’s/TRIS/Standard & Poor’s ratings.
Loss allowance on cash and cash equivalents has been measured on the 12-month expected loss
basis and reflects the short maturities of the exposures. The Company considers that its cash and
cash equivalents have low credit risk based on external credit ratings of the counterparties. The
expected credit loss on cash and cash equivalents was negligible, and no loss allowance was
recognised on cash and cash equivalents.
At the reporting date, there was no significant concentration of credit risk. The maximum
exposure to credit risk is represented by the carrying amount of each financial asset in the
statement of financial position.
Market risk
Market risk is the risk that changes in market prices, such as interest rates, foreign exchange rates
and equity prices will affect the Company’s income or the value of its holdings of financial
instruments. The objective of market risk management is to manage and control market risk
exposures within acceptable parameters, while optimising the return on risk.
Interest rate risk
The Company’s exposure to changes in interest rates relates primarily to its interest-earning fixed
deposits placed with financial institutions and interest-bearing borrowings. The Company’s fixed
rate financial assets and liabilities are exposed to a risk of change in their fair value due to changes
in interest rates while the variable-rate financial assets and liabilities are exposed to a risk of
change in cash flows due to changes in interest rates. The Company does not enter into derivative
financial instruments to hedge against its exposure to interest rate risk.
F26
Sensitivity analysis
A 100 basis point (‘bp’) move in interest rate against the following financial assets and financial
liabilities at the reporting date would increase/(decrease) profit or loss by the amounts shown
below. The analysis assumes that all other variables, in particular foreign currency exchange
rates, remain constant.
Impact on
Profit or loss
Impact on
Profit or loss
100 bp
increase
100 bp
decrease
100 bp
increase
100 bp
decrease
2024
2024
2023
2023
US$’000
US$’000
US$’000
US$’000
Deposits with financial
institutions
*
*
83
(83)
Interest-bearing borrowings
(136)
136
–
–
(136)
136
83
(83)
* Less than US$1,000
Foreign exchange risk
The Company is exposed to transactional foreign exchange risk when transactions are
denominated in currencies other than the functional currency of the operation. The Company does
not enter into derivative financial instruments to hedge its exposure to any foreign currencies as
the currency position in these currencies is considered to be long-term in nature and foreign
exchange risk is an integral part of the Company’s investment decision and returns.
The Company’s exposure, in US dollar equivalent, to foreign currency risk on other financial
instruments was as follows:
Euro
Japanese
Yen
Thai
Baht
Singapore
Dollar
Indian
Rupee
Others
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
2024
Financial assets at fair value
through profit or loss
65,918
14,966
81,479
81,134
21,200
–
Other receivables
–
–
–
*
–
–
Cash and cash equivalents
–
–
–
30
–
19
Accrued operating expenses
–
–
–
(322)
–
(15)
Net exposure
65,918
14,966
81,479
80,842
21,200
4
2023
Financial assets at fair value
through profit or loss
29,893
16,585
58,462
42,907
17,822
1
Other receivables
–
–
–
*
–
–
Cash and cash equivalents
–
–
–
37
–
13
Accrued operating expenses
–
–
–
(384)
–
(11)
Net exposure
29,893
16,585
58,462
42,560
17,822
3
F27
Sensitivity analysis
A 10% strengthening of the US dollar against the following currencies at the reporting date would
have (decreased)/increased profit or loss by the amounts shown below. This analysis is based on
foreign currency exchange rate variances that the Company considered to be reasonably possible
at the end of the reporting period. The analysis assumes that all other variables, in particular
interest rates, remain constant.
Profit or loss
2024
2023
US$’000
US$’000
Euro
(6,592)
(2,989)
Japanese Yen
(1,497)
(1,659)
Thai Baht
(8,148)
(5,846)
Singapore Dollar
(8,084)
(4,256)
Indian Rupee
(2,120)
(1,782)
Others
*
*
A 10% weakening of the US dollar against the above currencies would have had the equal but
opposite effect on the above currencies to the amounts shown above, on the basis that all other
variables remain constant.
* Less than US$1,000
Price risk
The valuation of the Company’s investment portfolio is dependent on prevailing market
conditions and the performance of the underlying assets. The Company does not hedge the market
risk inherent in the portfolio but manages asset performance risk on an asset-specific basis.
The Company’s investment policies provide that the Company invests a majority of capital in
longer-term strategic investments and a portion in special situations and structured transactions.
Investment decisions are made by management on the advice of the Investment Manager.
Sensitivity analysis
All of the Company’s underlying investments that are quoted equity investments are listed on The
Stock Exchange of Thailand. A 10% increase in the price of the equity securities at the reporting
date would increase profit or loss after tax by the amounts shown below. This analysis assumes
that all other variables remain constant.
Profit or loss
2024
2023
US$’000
US$’000
Underlying investments in quoted equity securities at
fair value through profit or loss
4,626
5,255
A 10% decrease in the price of the equity securities would have had the equal but opposite effect
on the above quoted equity investments to the amounts shown above, on the basis that all other
variables remain constant.
F28
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations
associated with its financial liabilities that are settled by delivering cash or another financial asset.
The Company’s objective when managing liquidity is to ensure, as far as possible, that it will
have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed
conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.
The Company monitors its liquidity risk and maintains a level of cash and cash equivalents
deemed adequate by the Investment Manager to finance the Company’s operations and to mitigate
the effects of fluctuations in cash flows. Funds not invested in longer-term strategic investments
or investments in special situations and structured transactions are temporarily invested in liquid
investments and managed by a third-party manager of international repute, or held on deposit with
commercial banks. The Company also holds listed securities amounting to US$46,264,000 as at
31 December 2024 which was transferred from its wholly owned subsidiaries during the year. As
at 31 December 2023, the Company through its wholly owned subsidiaries, held listed securities
amounting to US$52,545,000. These listed securities are liquid and can therefore be sold
from time-to-time to generate additional cash to settle any existing and ongoing liabilities of the
Company.
The following are the remaining contractual maturities of financial liabilities. The amounts are
gross and undiscounted, and include contractual interest payments and exclude the impact of
netting agreements:
Cash flows
Carrying
amount
Contractual
cash flows
Within
1 year
US$’000
US$’000
US$’000
2024
Non-derivative financial liabilities
Interest-bearing borrowings
13,621
(13,621)
(13,621)
Other payables
1,301
(1,301)
(1,301)
14,922
(14,922)
(14,922)
2023
Non-derivative financial liabilities
Other payables
425
(425)
(425)
Capital management
The Company’s policy is to maintain a strong capital base so as to maintain investor, creditor and
market confidence and to sustain future development of the business. Capital consists of total
equity. The Company seeks to maintain a balance between higher returns that might be possible
with higher levels of borrowings and the advantages and security afforded by a sound capital
position.
The Company is not subject to externally imposed capital requirements. There were no changes
in the Company’s approach to capital management during the year.
F29
Accounting classification and fair values
The carrying amounts and fair values of financial assets and financial liabilities are as follows. It
does not include fair value information for financial assets and financial liabilities not measured
at fair value if the carrying amount is a reasonable approximation of fair value.
Carrying amount
Note
Fair value
through
profit or
loss
Amortised
cost
Other
financial
liabilities
Total
Fair value
US$’000
US$’000
US$’000
US$’000
US$’000
2024
Financial assets measured
at fair value
Financial assets at fair value
through profit or loss
4
452,736
–
–
452,736
452,736
Financial assets not measured
at fair value
Other receivables1
5
–
*
–
*
Cash and cash equivalents
6
–
316
–
316
452,736
316
–
453,052
Financial liabilities not
measured at fair value
Interest-bearing borrowings
8
–
–
(13,621)
(13,621)
Other payables
9
–
–
(1,301)
(1,301)
–
–
(14,922)
(14,922)
2023
Financial assets measured at fair
value
Financial assets at fair value
through profit or loss
4
372,655
–
–
372,655
372,655
Financial assets not measured at
fair value
Other receivables1
5
–
5
–
5
Cash and cash equivalents
6
–
9,093
–
9,093
372,655
9,098
–
381,753
Financial liabilities not
measured at fair value
Other payables
9
–
–
(425)
(425)
1 Excludes prepayments
F30
Fair value
The financial assets at fair value through profit or loss are measured using the adjusted net asset
value method, which is based on the fair value of the underlying investments. The fair values of
the underlying investments are determined based on the following methods:
i)
for quoted equity investments, based on quoted market bid prices at the financial reporting
date without any deduction for transaction costs;
ii)
for unquoted investments, with reference to the enterprise value at which the portfolio
company could be sold in an orderly disposition over a reasonable period of time between
willing parties other than in a forced or liquidation sale, and is determined by using valuation
techniques such as (a) market multiple approach that uses a specific financial or operational
measure that is believed to be customary in the relevant industry, (b) price of recent
investment, or offers for investment, for the portfolio company’s securities, (c) current value
of publicly traded comparable companies, (d) comparable recent arms’ length transactions
between knowledgeable parties, and (e) discounted cash flows analysis; and
iii) for financial assets and liabilities with a maturity of less than one year or which reprice
frequently (including other receivables, cash and cash equivalents, interest-bearing
borrowings and other payables) the notional amounts are assumed to approximate their fair
values because of the short period to maturity/repricing.
The objective of valuation techniques is to arrive at a fair value measurement that reflects the
price that would be received to sell the asset or paid to transfer the liability in an orderly
transaction between market participants at the measurement date.
Fair value hierarchy for financial instruments
The table below analyses financial instruments carried at fair value, by valuation method. The
different levels have been defined as follows:
•
Level 1:
Inputs that are quoted market prices (unadjusted) in active markets for identical
instruments.
•
Level 2:
Inputs other than quoted prices included within Level 1 that are observable, either
directly (i.e. as prices) or indirectly (i.e. derived from prices). This category
includes instruments valued using: quoted market prices in active markets for
similar instruments; quoted prices for identical or similar instruments in markets
that are not considered active; or other valuation techniques in which all
significant inputs are directly or indirectly observable from market data.
•
Level 3:
Inputs that are unobservable. This category includes all instruments for which
the valuation technique includes inputs not based on observable data and the
unobservable inputs have a significant effect on the instruments’ valuation. This
category includes instruments that are valued based on quoted prices for similar
instruments but for which significant unobservable adjustments or assumptions
are required to reflect differences between the instruments.
F31
Level 1
Level 2
Level 3
Total
US$’000
US$’000
US$’000
US$’000
2024
Financial assets at fair value
through profit or loss
46,264
–
406,472
452,736
2023
Financial assets at fair value
through profit or loss
–
–
372,655
372,655
As explained in Note 3.1, the Company qualifies as an investment entity and therefore does not
consolidate its subsidiaries. Accordingly, the fair value levelling reflects the fair value of the
unconsolidated subsidiaries and the underlying equity investments. There were transfers from
Level 3 to Level 1 during the year ended 31 December 2024. There were no transfers from Level
1 to Level 2 or Level 3 and vice versa during the year ended 31 December 2023.
The fair value hierarchy table excludes financial assets and financial liabilities such as cash and
cash equivalents, other receivables, interest-bearing borrowings and other payables because their
carrying amounts approximate their fair values due to their short-term period to
maturity/repricing.
Level 1 valuations
The following table shows a reconciliation from the beginning balances to the ending balances
for fair value measurements in Level 1 of the fair value hierarchy.
2024
2023
Financial assets at fair value
through profit or loss
US$’000
US$’000
Balance at 1 January
–
–
Fair value changes in profit or loss
(1,060)
–
Net additions
47,324
–
Balance at 31 December
46,264
–
Level 3 valuations
The following table shows a reconciliation from the beginning balances to the ending balances
for fair value measurements in Level 3 of the fair value hierarchy.
2024
2023
Financial assets at fair value
through profit or loss
US$’000
US$’000
Balance at 1 January
372,655
478,226
Fair value changes in profit or loss
19,916
(103,410)
Net payment to/(repayment from) unconsolidated subsidiaries
13,901
(2,161)
Balance at 31 December
406,472
372,655
F32
Significant unobservable inputs used in measuring fair value
The table below sets out information about significant unobservable inputs used at 31 December
2024 in measuring the underlying investments of the financial assets categorised as Level 3 in the
fair value hierarchy excluding investments purchased during the year that are valued at transaction
prices as they are reasonable approximation of fair values and ultimate investments in listed
entities.
Description
Fair value
at 31
December
2024
US$’000
Fair value
at 31
December
2023
US$’000
Valuation
technique
Unobservable
input
Range
(Weighted
average)
Sensitivity
to changes in significant
unobservable inputs
Land related
investments
132,052
58,938 Comparable
valuation
method
Price per square
meter for
comparable land
US$546 –
US$5,719 per
square meter
(2023: US$427 –
US$7,516 per
square meter)
The estimated fair value
would increase if the price
per square meter was
higher.
Discounted
cashflow
method
Revenue growth
Expense ratio
WACC
2.0% –20.9%
(2023: NA)
61.8% – 79.6%
(2023: NA)
8.53%
(2023: NA)
The estimated fair value
would increase if the
revenue growth increases,
expenses ratio decreases,
and WACC was lower.
Operating
business
219,276
187,031 Enterprise
value using
comparable
traded
multiples
EBITDA
multiple (times)
5.1x – 64.4x,
median 12.1x
(2023: 3.6x –
35.2x, median
9.3x)
The estimated fair value
would increase if the
EBITDA multiple was
higher.
F33
Description
Fair value
at 31
December
2024
US$’000
Fair value
at 31
December
2023
US$’000
Valuation
technique
Unobservable
input
Range
(Weighted
average)
Sensitivity
to changes in significant
unobservable inputs
Operating
business
Revenue multiple
(times)
0.3x – 13.4x,
median 2.7x
(2023: 0.3x –
10.5x, median
3.4x)
The estimated fair value
would increase if the
revenue multiple was
higher.
Discount for
lack of
marketability
(‘DLOM’)
25%
(2023: 25%)
The estimated fair value
would increase if the
discount for lack of
marketability was lower.
Option
pricing
model*
Volatility
32.1% – 56.1%
(2023: 29.8% –
65.5%)
The estimated fair value
would increase or
decrease if the volatility
was higher depending on
factors specific to the
investment.
Risk-free rate
4.0% –6.4%
(2023: 3.7% –
6.8%)
The estimated fair value
would increase or decrease if
risk-free rate was lower
depending on factors specific
to the investment.
Greenfield
business held
for more than
12-months
32,737
41,916 Discounted
cashflow
method
Revenue growth
Expense ratio
WACC
1.0% – 106.1%
(2023: 2.8% –
96.5%)
62.2% –112.6%
(2023: 59.0% –
84.9%)
11.9% –16.4%
(2023: 11.3% –
15.5%)
The estimated fair value
would increase if the
revenue growth increases,
expenses ratio decreases,
and WACC was lower.
Comparable
valuation
method
Price per square
meter
US$229 –
US$864.6 per
square meter
(2023: US$260 –
US$498 per
square meter)
The estimated fair value
would increase if the price
per square meter was
higher.
* The option pricing model is used as a secondary valuation technique for certain investments to allocate equity value where the
capital structure of the investment consists of instruments with significantly different rights/terms.
The discounted cashflow method involves the discounting of forecast net cashflows related to a
property development. The free cashflow is discounted at the WACC to derive the market value
of the property development. WACC is derived after adopting independent market quotes or
reputable published research-based inputs for the risk-free rate, market risk premium, small cap
premium and cost of debt. Management adopted a valuation report produced by an independent
valuer that determines the discount based on the independent valuer’s judgement after considering
current market rates.
F34
The comparable recent sales represent the recent sales prices of properties that are similar to the
investee companies’ properties, which are in the same area. Management adopt a valuation report
produced by an independent valuer to determine the value per square meter based on the average
recent sales prices.
The EBITDA multiple represents the amount that market participants would use when pricing
investments. The EBITDA multiple is selected from comparable public companies with similar
business as the underlying investment. Management obtains the median EBITDA multiple from
the comparable companies and applies the multiple to the EBITDA of the underlying investment.
In some instances, Management obtains the lower or upper quartile multiple from comparable
companies and applies the multiple to the EBITDA of the underlying investment to reflect more
accurately the value of the underlying investment in the circumstances. The amount is further
discounted for considerations such as lack of marketability.
The revenue multiple represents the amount that market participants would use when pricing
investments. The revenue multiple is selected from comparable public companies with similar
business as the underlying investment. Management obtains the median revenue multiple from
the comparable companies and applies the multiple to the revenue of the underlying investment.
The amount is further discounted for considerations such as lack of marketability.
The discount for lack of marketability represents the discount applied to the comparable market
multiples to reflect the illiquidity of the investee relative to the comparable peer group.
Management determines the discount for lack of marketability based on its judgement after
considering market liquidity conditions and company-specific factors.
During the period ended 31 December 2024, one investment that was previously valued using the
EBITDA multiple technique was valued using the revenue multiple technique which reflects more
accurately the value of the underlying investment.
During the period ended 31 December 2024, one investment that was valued using the revenue
multiple technique was valued using the price of recent investment for the investee company’s
securities in the current period as there were recent transactions in the secondary market.
During the period ended 31 December 2024, one investment that was valued using the price of
recent investment for the investee company’s securities was valued at nil as the business may not
be able to operate as a going concern.
The option pricing model uses distribution allocation for each equity instrument at different
valuation breakpoints, taking into consideration the different rights / terms of each instrument. An
option pricing computation is done using a Black Scholes Model at different valuation breakpoints
(strikes) using market volatility and risk-free rate parameters. Where a recent transaction price for
an identical or similar instrument is available, it is used as the basis for fair value.
F35
The revenue growth represents the growth in sales of the underlying business and is based on the
operating management team’s judgement on the change of various revenue drivers related to the
business from year-to-year. The expense ratio is based on the judgement of the operating
management team after evaluating the expense ratio of comparable businesses and is a key
component in deriving EBITDA and free cash flow for the greenfield business. The free cashflow
is discounted at the WACC to derive the enterprise value of the greenfield business. Net debt is
then deducted to arrive at an equity value for the business. WACC is derived after adopting
independent market quotes or reputable published research-based inputs for the risk-free rate,
market risk premium, small cap premium and cost of debt.
The investment entity approach requires the presentation and fair value measurement of
immediate investments; the shares of intermediate holding companies are not listed. However,
ultimate investments in listed entities amounting to US$46,264,000 are held by the Company for
the year ended 31 December 2024 and it was held through intermediate holding companies for
the year ended 31 December 2023 amounting to US$52,545,000; the value of these companies
are mainly determined by the fair values of the ultimate investments.
Sensitivity analysis
Although the Company believes that its estimates of fair value are appropriate, the use of different
methodologies or assumptions could lead to different measurements of fair value. For fair value
measurements in Level 3 assets, changing one or more of the assumptions used to reasonably
possible alternative assumptions would have effects on the profit or loss by the amounts shown
below. The effect of the uncertain economic environment has meant that the range of reasonably
possible changes is wider than in periods of stability.
‹------------- 2024 ------------›
‹------------- 2023 -------------›
Effect on profit or loss
Effect on profit or loss
Favourable
(Unfavourable)
Favourable
(Unfavourable)
US$’000
US$’000
US$’000
US$’000
Level 3 assets
146,146
(104,906)
98,293
(67,782)
The favourable and unfavourable effects of using reasonably possible alternative assumptions
have been calculated by recalibrating the valuation model using a range of different values.
For land related investments which are valued on comparable transaction basis by third party
valuation consultants, the fair value of the land is increased by 20% (2023: 20%) in the favourable
scenario and reduced by 20% (2023: 20%) in the unfavourable scenario.
For land related investments which are valued using a discounted cashflow, the revenue growth
rate is increased by 2%, the expense ratio rate is decreased by 10% and the WACC is reduced by
2% in the favourable scenario. Conversely, in the unfavourable scenario, the revenue growth rate
is reduced by 2%, the expense ratio rate is increased by 10% and the WACC is increased by 2%.
For operating businesses (except those where a last transacted price exists within the past 12-
months that provides the basis for fair value) that are valued on a trading comparable basis using
enterprise value to EBITDA or revenue, EBITDA or revenue is increased by 20% (2023: 20%)
and decreased by 20% (2023: 20%), and DLOM is decreased by 5% (2023: 5%) and increased by
5% (2023: 5%) in the favourable and unfavourable scenarios respectively.
F36
In the option pricing model sensitivity analysis, the change in risk-free rate and volatility results
in different outcomes for each investment. An increase in risk-free rate and volatility may have a
favourable or unfavourable impact and vice versa. This is a result of multiple factors including
cumulative impact of two variables (risk-free rate, volatility) being changed simultaneously after
taking into account variations in investment specific input variables, such as time to expiry, capital
structure and the liquidation preference related to securities. The volatility is adjusted by 10%
(2023: 10%) and the risk-free rate is adjusted by 2% (2023: 2%) to arrive at the favourable and
unfavourable scenario depending on factors specific to each investment.
For greenfield businesses (except those where a last transacted price exists within the past 12-
months) that are valued using a discounted cashflow, the revenue growth rate is increased by 2%
(2023: 2%), the expense ratio rate is decreased by 10% (2023: 10%) and the WACC is reduced
by 2% (2023: 2%) in the favourable scenario. Conversely, in the unfavourable scenario, the
revenue growth rate is reduced by 2% (2023: 2%), the expense ratio rate is increased by 10%
(2023: 10%) and the WACC is increased by 2% (2023: 2%).
17
Unconsolidated subsidiaries
Details of the unconsolidated subsidiaries of the Company are as follows:
Place of
incorporation
Equity interest
Name of subsidiary
Principal activities
and business
2024
2023
%
%
Symphony (Mint) Investment
Limited
Investment holding
Mauritius
100
100
Lennon Holdings Limited
and its subsidiary:
Investment holding
Mauritius
100
100
Britten Holdings Pte. Ltd.
Investment holding
Singapore
100
100
Gabrieli Holdings Limited
and its subsidiaries:
Investment holding
British Virgin Islands
100
100
Ravel Holdings Pte. Ltd.
and its subsidiaries:
Investment holding
Singapore
100
100
Schubert Holdings Pte.
Ltd.
Investment holding
Singapore
100
100
Haydn Holdings Pte. Ltd. Investment holding
Singapore
100
100
Thai Education Holdings
Pte. Ltd.
Investment holding
Singapore
100
100
F37
Place of
incorporation
Equity interest
Name of subsidiary
Principal activities
and business
2024
2023
%
%
Maurizio Holdings Limited
and its subsidiary:
Investment holding
British Virgin Islands
100
100
Groupe CL Pte. Ltd.
Investment holding
Singapore
100
100
Anshil Limited
Investment holding
British Virgin Islands
100
100
Buble Holdings Limited
Investment holding
British Virgin Islands
100
100
O’Sullivan Holdings Limited
and its subsidiary:
Investment holding
British Virgin Islands
100
100
Bacharach Holdings
Limited
Investment holding
British Virgin Islands
100
100
Schumann Holdings Limited
Investment holding
British Virgin Islands
100
100
Dynamic Idea Investments
Limited
Investment holding
British Virgin Islands
100
100
Symphony Logistics Pte. Ltd. Investment holding
Singapore
100
100
Eagles Holdings Pte. Ltd.
Investment holding
Singapore
83.33
83.33
Stravinsky Holdings Pte. Ltd. Investment holding
Singapore
100
100
Alhambra Holdings Limited
Investment holding
United Arab Emirates
100
100
Shadows Holdings Pte. Ltd.
Investment holding
Singapore
66.65
66.65
Symphonic Spaces Pte. Ltd.
Investment holding
Singapore
100
100
Wynton Holdings Pte. Ltd.
Investment holding
Singapore
100
100
Shomee Holdings Pte. Ltd.
Investment holding
Singapore
100
100
Symphony Luxre Holdings
Pte. Ltd.
Investment holding
Singapore
100
100
Symphony Assure Pte. Ltd.
Investment holding
Singapore
100
100
F38
18
Underlying investments
Details of the underlying investments in unquoted equities of the Company are as follows:
Place of
Ordinary
shares
Preference
shares
Principal
incorporation Equity interest Equity interest
Name
activities
and business
2024
2023
2024
2023
%
%
%
%
La Finta Limited1
Property development
Thailand
49
49
–
–
Minuet Limited1
Property development
and land holding
Thailand
49.98
49.98
–
–
Chanintr Living
Limited2
Distribution of
furniture
Thailand
49.90
49.90
–
–
Chanintr Living
(Thailand) Limited
Distribution and retail
of furniture and home
decorations
Thailand
24.45
24.45
–
–
Chanintr Living Pte Ltd
Distribution and retail
of furniture and home
decorations
Singapore
49.90
49.90
–
–
Well Round Holdings
Limited2
Property development
Hong Kong
37.50
37.50
–
–
Allied Hill Corporation
Limited2
Luxury property
development
Hong Kong
37.50
37.50
–
–
Silver Prance Limited2
Property development
and land holding
Hong Kong
37.50
37.50
–
–
Desaru Peace Holdings
Sdn Bhd2
Branded luxury
development
Malaysia
49
49
49
49
1 Joint venture
2 Associate
F39
Place of
Ordinary
shares
Preference
shares
Principal
incorporation Equity interest Equity interest
Name
activities
and business 2024
2023
2024
2023
%
%
%
%
Oak SPV Limited3
Wine retail and F&B
operations
Cayman
Islands
62.11
62.11
–
–
Macassar Holdings SARL Luxury interior
architecture and
furniture retail group
Luxembourg 33.33
33.33
33.33
33.33
Liaigre Hospitality
Ventures Pte. Ltd.
Branded luxury
development
Singapore
33.33
33.33
–
–
WCIB International
Company Limited1
K12 education
institution
Thailand
39.15
39.15
–
–
ASG Hospital Private
Limited
Healthcare
India
0.88
0.37
8.15
8.14
Mavi Holding Pte. Ltd.
Insurance
Singapore
–
–
32.30
32.30
Good Capital Partners
Venture Capital
Mauritius
10
10
–
–
In Do Trans Logistics
Corporation2
Logistics Group
Vietnam
27.39
27.39
–
–
Smarten Spaces Pte. Ltd. Software company for
space management
Singapore
8.96
8.96
8.96
8.96
Soothe Healthcare Pvt.
Ltd2
Consumer healthcare
products
India
<0.01
<0.01
25.12
25.12
Catbus Infolabs Pvt. Ltd. Logistics services
India
<0.01
0.01
7.53
9.10
SolarSquare Energy Pvt.
Ltd.
Solar power solutions
provider
India
–
–
3.40
3.65
Kieraya Furnishing
Solutions Pvt. Ltd.
Online furniture rental
and sales
India
–
–
1.85
2.09
1 Joint venture
2 Associate
3 Following the sale of WCG, the Company continued to hold an interest in a related investment holding entity
that will eventually be subject to dissolution.
F40
Place of
Ordinary shares
Preference
shares
Principal
incorporation Equity interest Equity interest
Name
activities
and business 2024
2023
2024
2023
%
%
%
%
August Jewellery Private
Ltd.
Online and retail
jewellery
India
–
–
7.70
6.74
Meesho Inc.
E-commerce
marketplace platform
India
–
–
0.19
0.20
Isprava Vesta Private Ltd. Branded luxury
development
India
–
–
7.12
5.15
Epic Games, Inc.
Video game and
software developer
United States <0.01
<0.01
–
–
1 Joint venture
2 Associate
19
Subsequent events
Subsequent to 31 December 2024,
•
the Company sold all the interests in SolarSquare Energy Private Limited for a total net
consideration amounting to approximately 1% of the Company’s net asset value;
•
the Company completed a follow-on investment in Macassar Holdings S.A.R.L.. The
investment amounted less than 1% of the Company’s net asset value;
•
the Company completed a follow-on investment in Mavi Holding Pte. Ltd. The investment
amounted less than 1% of the Company’s net asset value; and
•
the Company subscribed to primary shares in ASG Hospital Private Limited for a
consideration of approximately 1% of Company’s net asset value.
SYMPHONY INTERNATIONAL HOLDINGS LIMITED
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING of the Company
will be held at 200 Newton Road, #07-01 Newton 200, Singapore 307983 (Tel +65
6536 6177) on Wednesday, 30 April 2025 at 4.30 p.m. (BST+7) for the purpose of
the following matters:
Ordinary Business
To receive the annual report which includes the financial statements for the year ended 31
December 2024.
Ordinary Resolution
To consider and, if thought fit, passing the following ordinary resolution:
THAT the Company be and is hereby generally and unconditionally authorised in accordance with
section 59 of the BVI Business Companies Act 2004 (as amended) to make market purchases of
its own Shares at the discretion of the Directors and on such terms and in such manner as the
Directors may from time to time determine provided that:
(a)
the maximum number of Shares hereby authorised to be purchased shall be 14.99 per
cent. of the Shares in issue at the date of this notice;
(b)
the maximum price which may be paid for any such Share shall not exceed the higher of:
(i) 5 per cent. above the average market value of the Company's Shares for the five
business days prior to the day the purchase is made; and
(ii)
the higher of the price of the last independent trade and the highest current
independent bid at the time of the purchase on the trading venues where the
purchase is carried out; and
(c) the authority hereby confirmed shall expire at the conclusion of the Company’s next
annual general meeting.
By order of the Board,
Anil Thadani
Director
Dated this 4th day of April, 2025
NOTICE OF ANNUAL GENERAL MEETING
1. A shareholder entitled to attend and vote at the Annual General Meeting may appoint a proxy (who need
not be a member of the Company) to attend and to vote in his place. The instrument appointing a proxy
should be deposited at MUFG Corporate Markets, PXS 1, Central Square, 29 Wellington Street, Leeds,
LS1 4DL, United Kingdom no later than 48 hours before the Annual General Meeting (excluding non-
business days). If the appointee is a corporation, this form must be executed under its seal or under the
hand of an officer, attorney or other person authorised to sign the same.
2. In order to qualify for attending the above Meeting, all instruments of transfers must be lodged with MUFG
Corporate Markets, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom not
less than 48 hours before the time appointed for holding the Meeting or the adjourned Meeting (as the
case may be) (excluding non-business days).
3. Unless otherwise indicated on the Form of Proxy the proxy will vote as they think fit or, at their discretion,
withhold from voting.
4. In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by
proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose
seniority shall be determined by the order in which the names stand in the Register of Members in respect
of the joint holding.
5. The ordinary resolution of the Annual General Meeting will be passed by a simple majority of the votes
validly cast, whatever be the number of shareholders present or represented at the Annual General
Meeting. Each share is entitled to one vote.
6. Holders of Depository Interests should complete the Form of Direction enclosed with their Notice of
Annual General Meeting.
7. Holders of Depository Interests can instruct MUFG Corporate Markets Trustees (UK) Limited, the
Depository, or amend an instruction to a previously submitted direction, via the CREST system. The
CREST message must be received by the issuer’s agent RA10 by 4.30 p.m. (BST+7) on Friday, 25 April
2025. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp
applied to the message by the CREST Applications Host) from which the issuer’s agent is able to retrieve
the message. CREST Personal Members or other CREST sponsored members, and those CREST
Members who have appointed voting service provider(s) should contact their CREST sponsor or voting
service provider(s) for assistance with instructing MUFG Corporate Markets Trustees (UK) Limited via
CREST. For further information on CREST procedures, limitations and system timings please refer to
the CREST Manual. We may treat as invalid a direction appointment sent by CREST in the circumstances
set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. In any case your Form
of Direction must be received by the Company’s Registrars no later than 4.30 p.m. (BST+7) on Friday,
25 April 2025.
8. Depository Interest holders wishing to attend the Meeting should contact the Depository at MUFG
Corporate Markets Trustees (UK) Limited, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United
Kingdom or by email to Nominee.Enquiries@cm.mpms.mufg.com in order to request a Letter of
Representation by no later than 4.30 p.m. (BST+7) on Friday, 25 April 2025.
SYMPHONY INTERNATIONAL HOLDINGS LIMITED
(Incorporated in the British Virgin Islands)
Form of Direction for completion by holders of Depository Interests representing shares,
on a 1 for 1 basis, in the share capital of Symphony International Holdings Limited (the
“Company”) in respect the Annual General Meeting to be held at 200 Newton Road, #07-01
Newton 200, Singapore 307983, Tel +65 6536 6177 on Wednesday, 30 April 2025 at 4.30
p.m. (BST+7)
Annual General Meeting
Form of Direction
I/We
__________________________________________________________
(Depository
Interests
holder’s name) being a holder of Depository Interests representing shares in the share capital of the
Company hereby appoint MUFG Corporate Markets Trustees (UK) Limited (the “Depository”) as my/our
proxy to vote for me/us and on my/our behalf at the Annual General Meeting (the “Meeting”) of the Company
to be held on the above date (and at any adjournment thereof) as directed by an X in the spaces below. The
complete wording of the resolution may be found in the notice convening the Annual General Meeting.
ORDINARY RESOLUTION
FOR
AGAINST
VOTE
WITHHELD
To authorise the Company to make market purchases
of its own Shares.
Dated this ___________ day of _________________________ 2025
Address
_______________________________________________________________________________
_______________________________________________________________________________
Signature ____________________________________
Notes to Form of Direction
1.
To be effective, this Form of Direction and the power of attorney or other authority (if any) under which
it is signed, or a notarially or otherwise certified copy of such power or authority, must be deposited at
MUFG Corporate Markets, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United
Kingdom no later than 4.30 p.m. (BST+7) on Friday, 25 April 2025.
2.
Any alteration made to this Form of Direction must be initialled by the person who signs it.
3.
If the appointee is a corporation, this form must be given under its common seal or under the hand of
an officer or attorney duly authorised in writing.
4.
In the case of joint holders of Depository Interests, the person whose name appears first in the Register
of Depository Interests has the right to attend and vote at the Meeting to the exclusion of all others.
5.
The ‘Vote Withheld’ option is provided to enable you to abstain from voting on the resolution. However,
it should be noted that a ‘Vote Withheld’ is not a vote in law and will not be counted in the calculation of
the proportion of the votes ‘For’ and ‘Against’ the resolution.
6.
The Depository will appoint the Chairman of the meeting as its proxy to cast your votes. The Chairman
may also vote or abstain from voting as he or she thinks fit on any other resolution (including
amendments to resolutions) which may properly come before the meeting.
7.
To be entitled to attend and vote at the Annual General Meeting (and for the purpose of the
determination by the Company of the votes they may cast), shareholders must be registered in the
register of the Company at close of business on 25 April 2025. Changes to the Company’s register after
the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at
the Annual General Meeting.
8.
Please indicate how you wish your votes to be cast by placing an “X” in the box provided. On receipt of
this form duly signed, you will be deemed to have authorised the Depository to vote, or to abstain from
voting, as per your instructions on your behalf. If no voting instruction is indicated, the Depository
will abstain from voting on the specified resolution.
9.
Depository Interests may be voted through the CREST Proxy Voting Service in accordance with the
procedures set out in the CREST manual.
10. Depository Interest holders wishing to attend the Meeting should contact the Depository at MUFG
Corporate Markets Trustees (UK) Limited, Central Square, 29 Wellington Street, Leeds, LS1 4DL,
United Kingdom or by email to Nominee.Enquiries@cm.mpms.mufg.com in order to request a Letter of
Representation by no later than 4.30 p.m. (BST+7) on Friday, 25 April 2025.
SYMPHONY INTERNATIONAL HOLDINGS LIMITED
(Incorporated in the British Virgin Islands)
Form of Proxy for use at the Annual General Meeting
to be held at 200 Newton Road, #07-01 Newton 200, Singapore 307983
Tel +65 6536 6177 on Wednesday, 30 April, 2025 at 4.30 p.m. (BST+7)
I/We1
______________________
of __________________________________________________________________________________
being the registered holder(s) of __________________________________________________________
____________________________________________________________________________________
Ordinary shares2 in the share capital of Symphony International Holdings Limited (the “Company”), HEREBY
APPOINT THE CHAIRMAN OF THE MEETING3 or ___________________________________________
of__________________________________________________________________________________
as my/our proxy to attend and act for me/us and on my/our behalf at the Annual General Meeting (the
“Meeting”) of the Company to be held at 200 Newton Road, #07-01 Newton 200, Singapore 307983, on
Wednesday, 30 April 2025 at 4.30 p.m. (BST+7) for the purpose of receiving the annual report, which
includes the financial statements, for the year ended 31 December 2024, and considering and, if thought fit,
passing the ordinary resolution as set out in the notice convening the Meeting and at the Meeting (and at
any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolution as indicated
below. The complete wording of the resolution may be found in the notice convening the Annual General
Meeting.
as my/our proxy to attend and act for me/us and on my/our behalf at the Annual General Meeting (the
“Meeting”) of the Company to be held at 200 Newton Road, #07-01 Newton 200, Singapore 307983, on
Wednesday, 30 April 2025 at 4.30 p.m. (BST+7) for the purpose of receiving the annual report, which
includes the financial statements, for the year ended 31 December 2024, and considering and, if thought fit,
passing the ordinary resolution as set out in the notice convening the Meeting and at the Meeting (and at
any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolution as indicated
below. The complete wording of the resolution may be found in the notice convening the Annual General
Meeting.
ORDINARY RESOLUTION
FOR4
AGAINST4
VOTE
WITHHELD4
To authorise the Company to make market
purchases of its own Shares.
Dated this
day of
2025
Signed6:
___________________________
Notes to Form of Proxy
1.
Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of all joint registered
holders should be stated.
2.
Please insert the number of shares registered in your name(s) to which this proxy relates. If no number
is inserted, this Form of Proxy will be deemed to relate to all the shares of the Company registered in
your name(s).
3.
If any proxy other than the Chairman of the Meeting is preferred, strike out “THE CHAIRMAN OF THE
MEETING” and insert the name and address of the proxy desired in the space provided. If no name is
inserted, THE CHAIRMAN OF THE MEETING will act as proxy. Any alteration made to this Form of
Proxy must be initialled by the person who signs it.
4.
IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, PLACE AN ‘X’ IN THE BOX
MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLACE AN ‘X’ IN THE
BOX MARKED “AGAINST”. IF YOU WISH TO WITHHOLD YOUR VOTE ON THE RESOLUTION,
PLACE AN ‘X’ IN THE BOX MARKED “VOTE WITHHELD”. If no direction is given, your proxy may
vote or abstain as he/she thinks fit. Your proxy will also be entitled to vote at his/her discretion on any
resolution properly put to the Meeting other than those referred to in the Notice convening the Meeting.
The ‘Vote Withheld’ option is provided to enable you to abstain from voting on the resolution. However,
it should be noted that a ‘Vote Withheld’ is not a vote in law and will not be counted in the calculation
of the proportion of the votes ‘For’ and ‘Against’ the resolution.
5.
This Form of Proxy must be signed by you or your attorney duly authorized in writing or, in the case of
a corporation, must be either executed under its common seal or under the hand of an officer or
attorney duly authorised to sign the same.
6.
In the case of joint registered holders of any shares, any one of such persons may vote at the Meeting,
either personally or by proxy, in respect of such shares as if he/she was solely entitled thereto; but if
more than one of such joint registered holders be present at the Meeting, either personally or by proxy,
that one of the said persons so present whose name stands first on the Register of Members in respect
of such shares shall alone be entitled to vote in respect thereof to the exclusion of the votes of the
other joint registered holders.
7.
To be entitled to attend and vote at the Annual General Meeting (and for the purpose of the
determination by the Company of the votes they may cast), shareholders must be registered in the
register of the Company at close of business on 25 April 2025. Changes to the Company’s register
after the relevant deadline shall be disregarded in determining the rights of any person to attend and
vote at the Annual General Meeting.
8.
In order to be valid, this Form of Proxy together with the power of attorney (if any) or other authority (if
any) under which it is signed or a notarially certified copy thereof, must be deposited at MUFG
Corporate Markets, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom
no later than 4.30 p.m. (BST+7) on Monday, 28 April 2025.
9.
The proxy need not be a member of the Company but must attend the Meeting in person to represent
you.
10. Completion and delivery of the Form of Proxy will not preclude you from attending and voting at the
Meeting if you so wish. If you attend and vote at the Meeting, the authority of your proxy will be revoked.
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