BTS Group Holdings Public Company Limited and its subsidiaries … · 2020. 11. 17. · in Master Ad Public Company Limited (“MACO”) from a subsidiary to an associate company

BTS Group Holdings Public Company Limited

and its subsidiaries

Review report and interim financial information

For the three-month and six-month periods ended

30 September 2020

Independent Auditor’s Report on Review of Interim Financial Information

To the Shareholders of BTS Group Holdings Public Company Limited

I have reviewed the accompanying consolidated statement of financial position of BTS

Group Holdings Public Company Limited and its subsidiaries as at 30 September 2020, and the

related consolidated statements of comprehensive income for the three-month and six-month

periods then ended, and the related consolidated statements of changes in shareholders’ equity

and cash flows for the six-month period then ended, as well as the condensed notes to the

interim consolidated financial statements. I have also reviewed the separate financial information

of BTS Group Holdings Public Company Limited for the same periods (collectively “interim

financial information”). Management is responsible for the preparation and presentation of this

interim financial information in accordance with Thai Accounting Standard 34 Interim Financial

Reporting. My responsibility is to express a conclusion on this interim financial information based

on my review.

Scope of review

I conducted my review in accordance with Thai Standard on Review Engagements 2410, Review

of Interim Financial Information Performed by the Independent Auditor of the Entity. A review of

interim financial information consists of making inquiries, primarily of persons responsible for

financial and accounting matters, and applying analytical and other review procedures. A review

is substantially less in scope than an audit conducted in accordance with Thai Standards on

Auditing and consequently does not enable me to obtain assurance that I would become aware

of all significant matters that might be identified in an audit. Accordingly, I do not express an audit

opinion.

2

Conclusion

Based on my review, nothing has come to my attention that causes me to believe that the

accompanying interim financial information is not prepared, in all material respects, in accordance

with Thai Accounting Standard 34 Interim Financial Reporting.

Emphasis of matters

I draw attention to the following matters:

a) Note 1.1.1 to the interim financial statements regarding the operation of the Green Line and

related matters.

b) Note 1.2 to the interim financial statements, the COVID-19 pandemic is continuing to evolve,

resulting in an economic slowdown and adversely impacting most businesses and industries

in terms of supply chains, consumer spending, limited or suspended production, operational

delays, and more.

This situation significantly affects the Group’s business activities and this may be significantly

impacting the Group’s financial position, operating results, and cash flows at present, and is

expected to do so in the future. However, the impact cannot be reasonably estimated at this

stage.

The Group’s management has continuously monitored the ongoing developments and assessed the financial impact in respect of the valuation of assets, provisions and contingent

liabilities, and will record the impact when it is possible to do so.

c) Note 1.5 to the interim financial statements regarding the adoptions of financial reporting

standards and accounting guidance, as follows:

1) The change in accounting policies due to the adoption of new financial reporting standards.

2) Due to the impact of the COVID-19 outbreak, in preparing the interim financial information

for the three-month and six-month periods ended 30 September 2020, the Group has

adopted the Accounting Guidance on Temporary Relief Measures for Accounting

Alternatives in Response to the Impact of the COVID-19 Pandemic issued by the

Federation of Accounting Professions.

3

d) Note 10.3 to the interim financial statements regarding the change in status of the investment

in Master Ad Public Company Limited (“MACO”) from a subsidiary to an associate company

during the year ended 31 March 2020. The Group is in the process of measuring the fair

value of the identifiable assets acquired and liabilities assumed of MACO.

e) Note 35.7 to the interim financial statements regarding the litigations of the subsidiary.

My conclusion is not modified in respect of these matters.

Pornanan Kitjanawanchai

Certified Public Accountant (Thailand) No. 7792

EY Office Limited

Bangkok: 16 November 2020

BTS Group Holdings Public Company Limited and its subsidiaries

Statement of financial position

(Unit: Thousand Baht)

As at As at As at As at

Note 30 September 2020 31 March 2020 30 September 2020 31 March 2020

(Unaudited but (Audited) (Unaudited but (Audited)

reviewed) reviewed)

Assets

Current assets

Cash and cash equivalents 4,364,636 3,225,821 2,085,969 1,252,240

Current investments - 2,710,977 - 2,244,709

Investments in derivative instruments - 113,049 - -

Bank account for advances from cardholders 557,711 556,054 - -

Trade and other receivables 4 881,271 6,650,136 256,652 5,587,970

Receivable under agreements with government authority 5.1 1,670,209 1,984,825 - -

Receivables due in the future under agreements

with government authorities 5.2 567,504 606,481 - -

Receivable under purchase and installation of

operating system agreement 6 164,941 98,377 - -

Accrued income 221,092 212,872 5,336 5,337

Short-term loans to related parties 3 - 133,361 - -

Current portion of long-term loans to related parties 3 5,117 5,031,825 2,487,520 5,024,000

Real estate development costs 601,552 601,552 601,552 601,552

Prepaid expenses 150,792 148,366 17,927 12,588

Other current financial assets 7 2,557,247 - 1,860,179 -

Other current assets 375,748 324,581 58,738 16,810

Total current assets 12,117,820 22,398,277 7,373,873 14,745,206

The accompanying notes are an integral part of the interim financial statements.

Consolidated financial statements Separate financial statements


Statement of financial position (continued)





reviewed) reviewed)

Non-current assets

Restricted deposits 3,932 3,947 - -

Loans to related parties - net of current portion 3 5,221,755 122,550 6,712,230 4,165,300

Investments in subsidiaries 8 - - 58,416,636 58,605,708

Investments in joint ventures 9 2,883,572 1,001,981 2,418,565 497,315

Investments in associates 10 30,847,177 31,948,302 35,336,404 35,587,174

Other long-term investments - 17,878,052 - 11,947,926

Elevated train project costs 11 36,573,061 30,268,891 - -

Project costs - media 1,834,280 1,870,236 - -

Reusable spare parts 343,486 212,987 - -

Land and projects awaiting development 135,757 135,924 - -

Investment properties 12 5,123,563 5,083,616 962,010 931,870

Property, plant and equipment 13 4,662,203 4,624,276 3,284,617 3,330,040

Right-of-use assets 14 985,597 - 265,063 -

Intangible assets 15 640,698 577,605 12,397 13,036

Advances to contractors and for acquisitions of assets 35.4.1 b), 35.4.2 2,758,966 4,073,154 312,384 312,779

Receivable under agreements with government authority 5.1 5,717,335 3,421,679 - -

Receivables due in the future under agreements

with government authorities 5.2 38,250,049 32,095,078 - -

Receivable under purchase and installation

of operating system agreement 6 16,990,148 13,887,177 - -

Goodwill 236,287 236,287 - -

Prepaid expenses 647,454 655,375 - -

Withholding tax deducted at source 305,796 267,579 145,510 152,026

Deferred tax assets 274,651 1,142,573 128,700 553,164

Other non-current financial assets 16 18,027,765 - 10,177,315 -

Other non-current assets 1,324,431 1,194,935 70,604 20,254

Total non-current assets 173,787,963 150,702,204 118,242,435 116,116,592

Total assets 185,905,783 173,100,481 125,616,308 130,861,798









reviewed) reviewed)

Liabilities and shareholders' equity

Current liabilities

Short-term loans from financial institutions 17 6,500,000 4,450,000 6,000,000 4,000,000

Bills of exchange payables 18 13,177,883 12,760,567 13,177,883 12,760,567

Trade and other payables 19 7,398,203 7,848,423 1,039,240 1,510,620

Advances received from cardholders 500,841 515,240 - -

Advances received from employers and unearned revenues 267,029 207,685 - -

Income tax payable 524,076 1,079,526 - 409,119

Short-term loans from related parties 3 974,000 10,061 3,987,388 6,345,996

Current portion of long-term loans 20 210,603 239,000 - -

Current portion of long-term debentures 21 2,499,464 5,048,579 2,499,464 5,048,579

Current portion of long-term lease liabilities 22 188,274 - 48,797 -

Short-term provisions 24 72,009 95,464 - -

Other current financial liabilities 25 234,874 - 10,757 -

Other current liabilities 445,968 660,215 24,193 29,352

Total current liabilities 32,993,224 32,914,760 26,787,722 30,104,233

Non-current liabilities

Unearned revenues 528,789 548,554 - -

Long-term loans - net of current portion 20 35,700,514 25,135,380 - -

Long-term debentures - net of current portion 21 39,919,125 40,915,290 23,428,121 24,425,363

Long-term lease liabilities - net of current portion 22 868,710 - 252,167 -

Retention payable 360,333 318,009 19,665 18,019

Provision for long-term employee benefits 23 1,625,105 1,583,668 130,943 126,096

Long-term provisions 24 1,332,053 1,274,675 - -

Deferred tax liabilities 2,355,303 2,235,381 454,172 454,172

Other non-current financial liabilities 25 6,098,660 - - -

Other non-current liabilities 1,211,847 929,175 3,248 39,137

Total non-current liabilities 90,000,439 72,940,132 24,288,316 25,062,787

Total liabilities 122,993,663 105,854,892 51,076,038 55,167,020









reviewed) reviewed)

Shareholders' equity

Share capital 26

Registered

15,633,262,697 ordinary shares of Baht 4 each

(31 March 2020: 15,654,597,298 shares of Baht 4 each) 62,533,051 62,618,389 62,533,051 62,618,389

Issued and fully paid

13,160,988,892 ordinary shares of Baht 4 each

(31 March 2020: 13,154,296,081 ordinary shares of Baht 4 each) 52,643,955 52,617,184 52,643,955 52,617,184

Share premium 26 10,369,428 10,324,413 10,369,428 10,324,413

Share subscriptions received in advance - 2,449 - 2,449

Equity from exercise of warrants - 742 - 742

Deficit on business combination under common control (3,371,978) (3,371,978) (3,464,772) (3,467,312)

Surplus from the changes in the ownership interests

in subsidiaries 2,942,110 2,572,435 - -

Retained earnings

Appropriated - statutory reserve 3,067,164 3,067,164 3,067,164 3,067,164

Unappropriated (deficit)

Retained earnings before elimination of deferred gains

from sales of assets to subsidiary and associates - net 314,061 3,747,336 8,737,525 11,697,988

Deferred gain from sales of assets to subsidiaries and

associates - net (13,089,215) (13,242,030) - -

Other components of shareholders' equity (1,808,710) (794,704) 3,186,970 1,452,150

Equity attributable to owners of the Company 51,066,815 54,923,011 74,540,270 75,694,778

Non-controlling interest of the subsidiaries 11,845,305 12,322,578 - -

Total shareholders' equity 62,912,120 67,245,589 74,540,270 75,694,778

Total liabilities and shareholders' equity 185,905,783 173,100,481 125,616,308 130,861,798

- - - -


Directors


(Unaudited but reviewed)


Statement of comprehensive income

For the three-month period ended 30 September 2020

(Unit: Thousand Baht, except earnings per share expressed in Baht)

Note 2020 2019 2020 2019

Profit or loss:

Revenues

Service and sales income 28 2,032,277 1,860,803 39,877 95,139

Revenues from contracting works 28 6,824,052 8,162,346 - -

Rental income 110,239 134,121 4,418 4,816

Dividend income 76,448 307,020 1,507,316 1,799,890

Interest income 29 770,471 554,994 115,916 139,980

Other income

Gain on sales and changes in value of financial instruments 203,146 182,911 312,550 136,002

Others 38,139 35,780 19,998 41,105

Total revenues 10,054,772 11,237,975 2,000,075 2,216,932

Expenses

Cost of services and sales 958,710 1,107,003 71,221 97,729

Cost of contracting works 6,487,702 7,630,951 - -

Selling expenses 90,945 94,894 352 944

Administrative expenses 451,448 402,708 245,216 267,115

Total expenses 7,988,805 9,235,556 316,789 365,788

Profit from operation 2,065,967 2,002,419 1,683,286 1,851,144

Share of loss from investments in joint ventures (15,913) (20,638) - -

Share of profit (loss) from investments in associates (226,488) 310,246 - -

Finance cost (608,510) (580,230) (327,545) (407,652)

Profit before income tax 1,215,056 1,711,797 1,355,741 1,443,492

Income tax 30 (394,193) (257,762) (36,650) 63,049

Profit for the period from continuing operations 820,863 1,454,035 1,319,091 1,506,541

Discontinued operations

Profit for the period from discontinued operations 10.3 - 41,478 - -

Profitfor the period 820,863 1,495,513 1,319,091 1,506,541





Statement of comprehensive income (continued)



2020 2019 2020 2019

Other comprehensive income:

Other comprehensive income to be reclassified to profit or loss

in subsequent periods:

Exchange differences on translation of financial statements in foreign currencies - (3,563) - -

Exchange differences on translation of financial statements in foreign currencies

of associate 146,470 (112,899) - -

Gain (loss) on cash flow hedges - net of income tax 704,192 (260,065) - -

Loss on cash flow hedges of associate - net of income tax (1,361) - - -

Loss on hedges of a net investment in a foreign operation - net of income tax (351) - - -

Net change in costs of hedging - net of income tax (16,637) - - -

Gain on measurements of available-for-sale investments - net of income tax - 523,422 - 109,699

Share of loss on measurements of available-for-sale investments of associate - (2,114) - -

Gain on debt instruments measured at fair value through other comprehensive

income - net of income tax 19,813 - - -


in subsequent periods - net of income tax 852,126 144,781 - 109,699

Other comprehensive income not to be reclassified

to profit or loss in subsequent periods

Gain on equity instruments designated at fair value through other comprehensive

income - net of income tax 293,607 - 197,752 -

Share of loss on equity instruments designated at fair value through

income of associate (716) - - -

Actuarial gain - net of income tax - 1,184 - -


to profit or loss in subsequent periods - net of income tax 292,891 1,184 197,752 -

Other comprehensive income for the period 1,145,017 145,965 197,752 109,699

Total comprehensive income for the period 1,965,880 1,641,478 1,516,843 1,616,240








Note 2020 2019 2020 2019

Profit (loss) attributable to:

Equity holders of the Company

Profit from continuing operations 764,820 1,272,622 1,319,091 1,506,541

Profit from discontinued operations - 4,902 - -

764,820 1,277,524 1,319,091 1,506,541

Non-controlling interests of the subsidiaries

Profit from continuing operations 56,043 181,413

Profit from discontinued operations - 36,576

56,043 217,989

820,863 1,495,513

Total comprehensive income attributable to:


Profit from continuing operations 1,740,341 1,228,847 1,516,843 1,616,240

Profit from discontinued operations - 3,911 - -

1,740,341 1,232,758 1,516,843 1,616,240




225,539 408,720

1,965,880 1,641,478

Earnings per share 31

Basic earnings per share

Profit attributable to equity holders of the Company 0.058 0.102 0.100 0.120

Diluted earnings per share


Earnings per share from continuing operations









Statement of comprehensive income

For the six-month period ended 30 September 2020


Note 2020 2019 2020 2019

Profit or loss:

Revenues

Service and sales income 28 3,638,323 3,556,416 71,411 169,767

Revenues from contracting works 28 14,871,642 14,298,133 - -

Rental income 219,950 267,232 7,607 9,212

Dividend income 255,089 364,843 1,671,229 1,837,817

Interest income 29 1,460,069 1,212,354 235,399 279,526

Other income

Gain on sales and changes in value of financial instruments 204,324 182,911 339,803 1,458,343

Others 137,356 117,109 95,954 141,015

Total revenues 20,786,753 19,998,998 2,421,403 3,895,680

Expenses

Cost of services and sales 1,891,281 1,934,151 146,673 180,077

Cost of contracting works 13,920,027 13,549,299 - -

Selling expenses 184,234 152,282 577 1,372

Administrative expenses 932,790 962,561 440,125 513,073

Total expenses 16,928,332 16,598,293 587,375 694,522

Profit from operation 3,858,421 3,400,705 1,834,028 3,201,158

Share of loss from investments in joint ventures (34,224) (77,122) - -

Share of profit (loss) from investments in associates (687,217) 771,737 - -

Finance cost (1,181,381) (1,139,169) (681,416) (807,561)

Profit before income tax 1,955,599 2,956,151 1,152,612 2,393,597

Income tax 30 (665,682) (444,809) (23,826) (141,725)

Profit for the period from continuing operations 1,289,917 2,511,342 1,128,786 2,251,872

Discontinued operations

Profit for the period from discontinued operations 10.3 - 34,700 - -

Profit for the period 1,289,917 2,546,042 1,128,786 2,251,872








Note 2020 2019 2020 2019

Other comprehensive income:


in subsequent periods:

Exchange differences on translation of financial statements in foreign currencies - (18,158) - -

Exchange differences on translation of financial statements in foreign currencies

of associate 57,317 (213,555) - -

Gain (loss) on cash flow hedges - net of income tax 517,814 (232,011) - -

Loss on cash flow hedges of associate - net of income tax (1,361) - - -

Loss on hedges of a net investment in a foreign operation - net of income tax (351) - - -

Net change in costs of hedging - net of income tax (16,637) - - -

Gain on measurements of available-for-sale investments - net of income tax - 1,614,753 - 367,890

Share of loss on measurements of available-for-sale investments of associate - (3,550) - -

Gain on debt instruments measured at fair value through other comprehensive

income - net of income tax 101,138 - - -


in subsequent periods - net of income tax 657,920 1,147,479 - 367,890


to profit or loss in subsequent periods

Gain on equity instruments designated at fair value through other comprehensive

income - net of income tax 3,299,131 - 1,290,283 -

Share of loss on equity instruments designated at fair value through

other comprehensive income of associate (793) - - -

Share of actuarial loss of associate (1,955) - - -

Actuarial loss - net of income tax - (58,674) - (3,642)


to profit or loss in subsequent periods - net of income tax 3,296,383 (58,674) 1,290,283 (3,642)

Other comprehensive income for the period 3,954,303 1,088,805 1,290,283 364,248

Total comprehensive income for the period 5,244,220 3,634,847 2,419,069 2,616,120








Note 2020 2019 2020 2019

Profit (loss) attributable to:



Profit from discontinued operations - 17 - -

1,208,232 2,171,384 1,128,786 2,251,872




81,685 374,658

1,289,917 2,546,042

Total comprehensive income attributable to:



Loss from discontinued operations - (3,104) - -

4,383,359 2,600,907 2,419,069 2,616,120


Profit from continuing operations 860,861 1,017,819


860,861 1,033,940

5,244,220 3,634,847

Earnings per share 31





Earnings per share from continuing operations









Statement of changes in shareholders' equity



Deficit on Surplus (deficit) from Capital reserve for Total other Total equity Equity attributable

Issued and Share subscriptions Equity business the change in the Translation adjustment Revaluation Effect of hedges Surplus (deficit) on Share of other Surplus on share-based components of attributable to to non-controlling Total

paid-up Share received from exercise combination under ownership interests Appropriated of financial statements surplus Effect of of a net investment Cost of changes in comprehensive income debenture payment shareholders' owners of interests of shareholders'

share capital premium in advance of warrants common control in subsidiaries Statutory reserve Deficit in foreign currencies on assets cash flow hedges in a foreign operation hedging reserve value of investments from associates conversion transaction equity the Company the subsidiaries equity

Balance as at 1 April 2019 47,381,478 1,876,497 2,096 511,116 (3,371,978) (1,668,425) 2,808,198 (10,547,300) (9,127) 1,827,975 (943,559) - - (370,785) (137,156) 1,356,597 28,935 1,752,880 38,744,562 13,450,882 52,195,444

Profit for the period - - - - - - - 2,171,384 - - - - - - - - - - 2,171,384 374,658 2,546,042

Other comprehensive income for the period - - - - - - - (58,674) (2,444) - (190,170) - - 897,917 (217,106) - - 488,197 429,523 659,282 1,088,805

Total comprehensive income for the period - - - - - - - 2,112,710 (2,444) - (190,170) - - 897,917 (217,106) - - 488,197 2,600,907 1,033,940 3,634,847

Exercised warrants 2,845,113 4,630,746 13,610 1,534,196 - - - - - - - - - - - - (9,675) (9,675) 9,013,990 - 9,013,990

Purchases of investment in subsidiary - - - - - (880,785) - - - - - - - - - - - - (880,785) (300,399) (1,181,184)

Sales of investments in subsidiaries - - - - - 4,270,802 - - - - - - - - - - - - 4,270,802 1,077,520 5,348,322

Exercised warrants to purchase newly issued ordinary shares

of subsidiary - - - - - (141,367) - - - - - - - - - - - - (141,367) 141,367 -

Increase in share capital of subsidisry - - - - - 24,751 - - - - - - - - - - - - 24,751 17,772 42,523

Dividend payment (Note 32) - - - - - - - (3,139,090) - - - - - - - - - - (3,139,090) - (3,139,090)

Dividend paid by subsidiaries to non-controlling interests

of the subsidiaries - - - - - - - - - - - - - - - - - - - (330,466) (330,466)

Decrease in non-controlling interests of a subsidiary from

acquisition of a subsidiary - - - - - - - - - - - - - - - - - - - (5,958) (5,958)

Share-based payment transaction - - - - - - - - - - - - - - - - 5,564 5,564 5,564 - 5,564

Balance as at 30 September 2019 50,226,591 6,507,243 15,706 2,045,312 (3,371,978) 1,604,976 2,808,198 (11,573,680) (11,571) 1,827,975 (1,133,729) - - 527,132 (354,262) 1,356,597 24,824 2,236,966 50,499,334 15,084,658 65,583,992

Balance as at 1 April 2020 52,617,184 10,324,413 2,449 742 (3,371,978) 2,572,435 3,067,164 (9,494,694) (2,408) 1,816,688 (458,230) - - (3,324,396) (212,363) 1,356,597 29,408 (794,704) 54,923,011 12,322,578 67,245,589

Cumulative effect of change in

accounting policies (Note 2) - - - - - - - (350,601) - - (4,584,708) - - 204,008 - - - (4,380,700) (4,731,301) (1,586,516) (6,317,817)

Balance as at 1 April 2020 - as restated 52,617,184 10,324,413 2,449 742 (3,371,978) 2,572,435 3,067,164 (9,845,295) (2,408) 1,816,688 (5,042,938) - - (3,120,388) (212,363) 1,356,597 29,408 (5,175,404) 50,191,710 10,736,062 60,927,772

Profit for the period - - - - - - - 1,208,232 - - - - - - - - - - 1,208,232 81,685 1,289,917

Other comprehensive income for the period - - - - - - - (190,860) 2,408 - 395,418 (233) (15,339) 2,925,588 58,145 - - 3,365,987 3,175,127 779,176 3,954,303

Total comprehensive income for the period - - - - - - - 1,017,372 2,408 - 395,418 (233) (15,339) 2,925,588 58,145 - - 3,365,987 4,383,359 860,861 5,244,220

Exercised warrants 26,771 45,015 (2,449) (742) - - - - - - - - - - - - (9,323) (9,323) 59,272 - 59,272

Purchase of investment in subsidiary (Note 8.3) - - - - - (20,146) - - - - - - - - - - - - (20,146) (9,429) (29,575)

Sales of investment in subsidiary (Note 8.3) - - - - - 314,287 - - - - - - - - - - - - 314,287 83,472 397,759

Issuance of in preferred shares of subsidisry (Note 8.4) - - - - - 75,534 - - - - - - - - - - - - 75,534 290,932 366,466

Dividend payment (Note 32) - - - - - - - (3,947,231) - - - - - - - - - - (3,947,231) - (3,947,231)

Dividend paid by subsidiaries to non-controlling interests

of the subsidiaries - - - - - - - - - - - - - - - - - - - (116,593) (116,593)

Share-based payment transaction - - - - - - - - - - - - - - - - 10,030 10,030 10,030 - 10,030

Balance as at 30 September 2020 52,643,955 10,369,428 - - (3,371,978) 2,942,110 3,067,164 (12,775,154) - 1,816,688 (4,647,520) (233) (15,339) (194,800) (154,218) 1,356,597 30,115 (1,808,710) 51,066,815 11,845,305 62,912,120

-


Consolidated financial statements

Equity attributable to owners of the Company

Other components of equity

Other comprehensive income

Retained earnings



Statement of changes in shareholders' equity (continued)



Deficit on Capital reserve for Total other

Share subscriptions Equity business Revaluation Surplus (deficit) on Surplus on share-based components of Total

Issued and paid-up Share received from exercise combination under Appropriated surplus on changes in debenture payment shareholders' shareholders'

share capital premium in advance of warrants common control Statutory reserve Unappropriated assets value of investments conversion transaction equity equity

Balance as at 1 April 2019 47,381,478 1,876,497 2,096 511,116 (3,497,915) 2,808,198 12,296,308 1,816,688 (297,553) 1,356,597 28,936 2,904,668 64,282,446

Profit for the period - - - - - - 2,251,872 - - - - - 2,251,872

Other comprehensive income for the period - - - - - - (3,642) - 367,890 - - 367,890 364,248

Total comprehensive income for the period - - - - - - 2,248,230 - 367,890 - - 367,890 2,616,120

Exercised warrants 2,845,113 4,630,746 13,610 1,534,196 - - - - - - (9,675) (9,675) 9,013,990

Sales of shares and warrants in subsidiary

without loss of control - - - - 30,350 - - - - - - - 30,350

Dividend payment (Note 32) - - - - - - (3,139,090) - - - - - (3,139,090)

Share-based payment transaction - - - - - - - - - - 5,564 5,564 5,564

Balance as at 30 September 2019 50,226,591 6,507,243 15,706 2,045,312 (3,467,565) 2,808,198 11,405,448 1,816,688 70,337 1,356,597 24,825 3,268,447 72,809,380

Balance as at 1 April 2020 52,617,184 10,324,413 2,449 742 (3,467,312) 3,067,164 11,697,988 1,816,688 (1,750,543) 1,356,597 29,408 1,452,150 75,694,778

Cumulative effect of change in

accounting policies (Note 2) - - - - - - 77,843 - 223,969 - - 223,969 301,812

Balance as at 1 April 2020 - as restated 52,617,184 10,324,413 2,449 742 (3,467,312) 3,067,164 11,775,831 1,816,688 (1,526,574) 1,356,597 29,408 1,676,119 75,996,590

Profit for the period - - - - - - 1,128,786 - - - - - 1,128,786

Other comprehensive income for the period - - - - - - (219,861) - 1,510,144 - - 1,510,144 1,290,283

Total comprehensive income for the period - - - - - - 908,925 - 1,510,144 - - 1,510,144 2,419,069

Exercised warrants 26,771 45,015 (2,449) (742) - - - - - - (9,323) (9,323) 59,272

Sales of shares and warrants in subsidiary

without loss of control - - - - 2,540 - - - - - - - 2,540

Dividend payment (Note 32) - - - - - - (3,947,231) - - - - - (3,947,231)

Share-based payment transaction - - - - - - - - - - 10,030 10,030 10,030

Balance as at 30 September 2020 52,643,955 10,369,428 - - (3,464,772) 3,067,164 8,737,525 1,816,688 (16,430) 1,356,597 30,115 3,186,970 74,540,270

-


Separate financial statements

Other comprehensive income

Other components of equity

Retained earnings



Cash flow statement




2020 2019 2020 2019

Cash flows from operating activities

Profit before tax from continued operation 1,955,599 2,956,151 1,152,612 2,393,597

Profit before tax from discontinued operation - 57,651 - -

Profit before tax 1,955,599 3,013,802 1,152,612 2,393,597

Adjustments to reconcile profit before tax to net cash provided

by (paid from) operating activities:

Depreciation and amortisation 408,078 511,830 82,098 55,413

Unrealised gain on exchange (48,838) (159,881) (122,396) (50,413)

Loss on provision 27,238 25,839 - -

Share of loss from investments in joint ventures 34,224 77,122 - -

Share of loss (profit) from investments in associates 687,217 (735,629) - -

Allowance for impairment loss of assets (reversal) 10,229 (3,993) - 235

Provision for long-term employee benefits 72,703 194,046 7,211 9,972

Loss (gain) on sales of assets / write-off of assets 3,813 (123) 3,800 (1)

Dividend income (255,089) (364,843) (1,671,229) (1,837,817)

Share-based payment transaction 10,030 5,564 3,104 1,584

Gain on sales and changes in value of financial instruments (204,324) (182,911) (339,803) (1,458,343)

Reversal of allowance for loss of financial assets (165,524) (6,624) (230) (5,862)

Revenue from investment in foreign party - (48,607) - (48,607)

Recognition of unearned revenue (18,492) (18,492) - -

Interest income (1,460,069) (1,217,875) (235,399) (279,526)

Interest expenses 1,181,381 1,145,976 681,416 807,561

Profit (loss) from operating activities before changes in

operating assets and liabilities 2,238,176 2,235,201 (438,816) (412,207)




Cash flow statement (continued)




2020 2019 2020 2019

Decrease (increase) in operating assets

Bank account for advance from cardholders (1,657) (26,906) - -

Trade and other receivables 373,732 223,722 67,830 160,822

Receivable under agreements with government authority /

Receivables due in future under agreements with government authorities (7,238,887) (5,353,763) - -

Receivable under purchase and installation

of operating system agreement -2,830,701 -3,007,405 - -

Accrued income (8,219) (100,935) - (7,712)

Other current assets (133,116) (734,826) (45,912) 12,986

Advances to contractors and for acquisitions of assets 742,357 1,662,187 - -

Other non-current assets (181,395) 139,789 (55,106) 23

Increase (decrease) in operating liabilities

Trade and other payables 307,369 (551,921) 50,234 66,009

Advance from cardholders (14,399) 14,984 - -

Advances received from construction service (40,975) (128,525) - -

Retention payable 42,325 58,149 1,645 (2,704)

Unearned revenues 97,492 (20,211) - -

Provision for long-term employee benefits (38,252) (2,795) (3,389) -

Provisions (10,837) (18,129) - -

Other current liabilities 417,123 211,692 (4,890) 7,093

Cash used in operating activities (6,279,864) (5,399,692) (428,404) (175,690)

Cash paid for interest expenses (1,534,813) (959,046) (925,586) (435,565)

Cash received for interest income 60,644 62,503 - -

Cash paid for corporate income tax (1,133,081) (753,388) (409,694) (14,962)

Cash return from corporate income tax 6,594 3,157 6,594 -

Net cash used in operating activities (8,880,520) (7,046,466) (1,757,090) (626,217)








2020 2019 2020 2019

Cash flows from investing activities

Decrease in restricted deposits 15 2,330 - -

Increase in short-term loans to related parties - (43,285) - -

Increase in long-term loans to related parties - (1,504) (10,450) (3,886,464)

Cash received from long-term loans to related parties - 1,956 - -

Interest income 67,676 373,035 35,686 202,874

Dividend received 516,277 268,910 274,998 1,635,092

Cash paid for purchases of investments in financial assets (6,085,588) (17,266,832) (3,936,816) (12,882,687)

Cash received from sales of investments in financial assets 10,992,564 19,071,158 8,408,431 9,869,789

Cash received from return of capital of associate 250,770 719,517 250,770 719,517

Net cash paid for purchases of investments in subsidiaries - (46,750) (175,275) (1,521,184)

Cash paid to settle payables for acquisitions of investments

in subsidiaries and associates - - - (773,991)

Cash received from sales of investments in subsidiaries - - 391,486 5,409,188

Cash paid for purchases of investments in joint ventures (1,934,350) (16,800) (1,921,250) -

Cash received to settle payables from acquisitions of investments

in joint ventures 5,389,104 - 5,389,104 -

Advance received from sale of investment - 2,309,616 - 2,309,616

Cash paid for purchases of investments in associates (70,735) (137,141) - (79,665)

Cash received from investments in associates - 4,800 - 4,800

Cash received from investments in foreign parties - 71,945 - 71,945

Decrease in advances for purchases of assets 596,755 882,824 - 179,216

Cash paid for purchases of property, plant and equipment (291,940) (342,938) (4,205) (61,322)

Cash received form sales of property, plant and equipment - 2,102 - 2

Increase in elveated train project costs (6,249,264) (6,642,673) - -

Cash paid for purchases of investment properties (49,137) (3,928,684) (37,784) (76,791)

Cash paid for purchases of intangible assets (115,267) (54,181) - (1,841)

Net cash from (used in) investing activities 3,016,880 (4,772,595) 8,664,695 1,118,094








2020 2019 2020 2019

Cash flows from financing activities

Increase in short-term loans from financial institutions 10,810,000 7,638,710 10,000,000 1,900,000

Cash paid for short-term loans from financial institutions (8,760,000) (9,977,900) (8,000,000) (4,100,000)

Increase in bills of exchange payables 23,295,316 22,220,548 23,295,316 22,220,548

Cash paid for bills of exchange payables (22,965,103) (36,306,000) (22,965,103) (36,306,000)

Increase in long-term loans from financial institutions 10,604,000 7,986,000 - -

Cash paid for long-term loans from financial institutions (27,000) (24,000) - -

Increase in short-term loans from related parties 974,000 - 974,000 -

Cash paid for short-term loans from related parties (10,061) - (1,922,943) (1,362,914)

Increase in long-term debentures - 13,000,000 - 13,000,000

Cash paid for debentures transaction cost - (15,858) - (15,858)

Cash paid for repayment long-term debentures (3,550,000) - (3,550,000) -

Cash paid for expenses relating to borrowing (40,875) (74,207) - -

Cash repayment of lease liabilities (91,192) - (24,590)

Cash paid for purchases of investments in subsidiaries - (1,151,804) - -

Cash paid to payable of purchases of investments in subsidiaries (29,575) (811,991) - -

Cash received from sales of investment in subsidiaries 356,759 5,163,972 - -

Cash received from sale of warrants of subsidiary 53,698 516,771 - -

Dividend paid (3,940,999) (3,133,381) (3,940,999) (3,133,381)

Dividend paid by subsidiaries to non-controlling interests of subsidiaries (119,555) (317,840) - -

Cash received from exercised warrants 60,015 7,479,795 60,015 7,479,795

Cash received from non-controlling interests of subsidiaries for issuance

of ordinary shares of subsidiaries 366,466 - - -

Net cash from (used in) financing activities 6,985,894 12,192,815 (6,074,304) (317,810)

Translation adjustment - 4,904 - -

Net increase in cash and cash equivalents 1,122,254 378,658 833,301 174,067

Effect of exchange rate for cash and cash equivalents 16,561 316,923 428 1,986

Cash to be received from clearing house - share subscription of subsidiary - (500,000) - -

Cash and cash equivalents at beginning of the period 3,225,821 4,020,721 1,252,240 573,183

Cash and cash equivalents at end of the period 4,364,636 4,216,302 2,085,969 749,236

- -

Supplemental cash flow information

Non-cash transactions

Payable of acquisition of equipment 53,252 16,509 - 203

Payable of acquisition of investment properties - 123,187 - 10,197

Payable of acquisition of intangible assets 3,860 21,153 - -

Payable of acquisition of investments 124,646 193,080 90,533 163,700

Receivable from sales of investments 26,911 38,325 26,911 38,325

Payable of investment in elevated train project costs 1,147,960 1,882,721 - -

Settle dividend income with short-term loans from related party and accrued interest expenses - - 1,409,665 -



1


Notes to interim consolidated financial statements

For the three-month and six-month period ended 30 September 2020

1. General information

1.1 The Company’s general information

BTS Group Holdings Public Company Limited (“the Company”) is a public company

incorporated and domiciled in Thailand. Its major shareholder is the group of Keeree

Kanjanapas. The Group is principally engaged in the mass transit business, property business,

media business and service business. The registered office of the Company is at 21 Soi Choei

Phuang, Viphavadi-Rangsit Road, Jompol, Jatujak, Bangkok.

1.1.1 The Operation of Green Line

On 11 April 2019, the National Council for Peace and Order issued order No. 3/2019

regarding the operation of the Green Line. Currently, the management of mass transit system

for Mochit-Bearing, Bang Wah-National Stadium, Bearing-Samut Prakan and Mo Chit-

Saphan Mai-Ku Kot sections (“Green Line and its extensions”) still lacks integration in

management and unity of relating contracts. A plan is therefore required to resolve these

issues, to ensure that all sections are operating in a systematic manner (Through Operation),

that public transit services are convenient, and that fares are appropriately and fairly

determined, in order to avoid creating a financial burden for the public. The aim is to improve

mass transit services in terms of accessibility and equality, as this will help to enhance public

wellbeing and the efficiency of the country’s transportation and economic systems. The order

requires the Ministry of Interior to set up a committee to establish criteria for sharing train-

fare benefits and other criteria for a combination of the Green Line and its extensions. The

committee is to negotiate the criteria with the subsidiary within the period stipulated in the

order. Currently, the negotiation have now been concluded and approval is being sought

from the Cabinet in accordance with the procedures set out in the order. Details of the Green

Line and its extensions are described in Note 5 and 6 to the interim financial statements.


2

1.1.2 The U-Tapao International Airport and Eastern Aviation City Development Project

On 21 March 2019, the Company, Bangkok Airways Public Company Limited (“BA”) and

Sino-Thai Engineering & Construction Public Company Limited (“STEC”) jointly submitted

the proposals under the name of “BBS Joint Venture” (in which they have interests of 35%,

45% and 20% respectively) to Royal Thai Navy in order to invest in U-Tapao International

Airport and Eastern Aviation City Development Project. This project is a public private

partnership. On 31 January 2020, selection committees have informed the result of the price

proposal consideration, which BBS Joint Venture offers the best returns to the state.

Subsequently, a meeting of the selection committee passed a resolution approving the joint

venture contract and other contracts related to the project. On 19 June 2020, U-Tapao

International Aviation Company Limited (as a joint venture company of BBS Joint Venture)

signed the joint venture contract for the U-Tapao International Airport and Eastern Aviation

City Development Project to Eastern Economic Corridor.

1.1.3 Bang Pa-In - Nakhon Ratchasima (M6) and Bang Yai - Kanchanaburi (M81) Intercity

Motorway Projects

On 27 June 2019, the Company, Gulf Energy Development Public Company Limited, Sino-

Thai Engineering & Construction Public Company Limited and RATCH Group Public

Company Limited jointly submitted the proposals under the name of “BGSR Joint Venture”

(in which they have interests of 40%, 40%, 10% and 10%, respectively) to Department of

Highways in order to invest in the operation and maintenance of civil work and collection

system of Bang Pa-In - Nakhon Ratchasima (M6) and Bang Yai - Kanchanaburi (M81)

Intercity Motorway Projects. These projects are public private partnership. On 29 August

2019, the selection committee established in accordance with Section 35 of the Private

Investment in State Undertakings Act B.E. 2013 announced that BGSR Joint Venture was

the bidder with the highest assessment score for both lines. On 2 1 July 2 0 2 0 , a cabinet

resolution approved the result of the selection of private companies and draft joint venture

agreements for the portion of the Intercity Motorway Projects appointing a private company

to private jointly invest in carrying out Operation and Maintenance (O&M) for two projects.

Currently, it is in the process of extending the term of the proposals and the collateral of

the BGSR Joint Venture to be 3 0 November 2 0 2 0 in order to prepare for the signing of

the agreement with the government agency that is the owner of the project.


3

1.2 Coronavirus disease 2019 pandemic

The Coronavirus disease 2019 pandemic is continuing to evolve, resulting in an economic

slowdown and adversely impacting most businesses and industries in terms of supply

chains, consumer spending, limited or suspended production, operational delays, and more.

This situation significantly affects the Group’s business activities, and this may be

significantly impacting the Group’s financial position, operating results, and cash flows at

present, and is expected to do so in the future. However, the impact cannot be reasonably

estimated at this stage. The Group’s management has continuously monitored ongoing

developments and assessed the financial impact in respect of the valuation of assets,

provisions and contingent liabilities, and will record the impact when it is possible to do so.

1.3 Basis for preparation of interim financial statements

These interim financial statements are prepared in accordance with Thai Accounting

Standard No. 34 Interim Financial Reporting, with the Company choosing to present

condensed interim financial statements. However, the Company has presented the

statements of financial position, comprehensive income, changes in shareholders' equity and

cash flows in the same format as that used for the annual financial statements.

The interim financial statements are intended to provide information additional to that included

in the latest annual financial statements. Accordingly, they focus on new activities, events and

circumstances so as not to duplicate information previously reported. These interim financial

statements should therefore be read in conjunction with the latest annual financial statements.

The interim financial statements in Thai language are the official statutory financial

statements of the Company. The interim financial statements in English language have been

translated from the Thai language financial statements.

1.4 Basis of consolidation

These interim consolidated financial statements include the financial statements of BTS Group

Holdings Public Company Limited and its subsidiaries (“the Group”) and have been prepared

on the same basis as that applied for the consolidated financial statements for the year ended

31 March 2020, there were not changes in the composition of the Group during the period.


4

1.5 New financial reporting standards

a) Financial reporting standards that became effective in the current period

During the period, the Group has adopted the revised (revised 2019) and new financial

reporting standards and interpretations which are effective for fiscal years beginning on

or after 1 January 2020. These financial reporting standards were aimed at alignment with

the corresponding International Financial Reporting Standards with most of the changes

directed towards clarifying accounting treatment and providing accounting guidance for

users of the standards. The new standards involve changes to key principles, which are

summarised below:

Financial reporting standards related to financial instruments

A set of TFRSs related to financial instruments consists of five accounting standards and

interpretations, as follows:

Financial reporting standards:

TFRS 7 Financial Instruments: Disclosures

TFRS 9 Financial Instruments

Accounting standard:

TAS 32 Financial Instruments: Presentation

Financial Reporting Standard Interpretations:

TFRIC 16 Hedges of a Net Investment in a Foreign Operation

TFRIC 19 Extinguishing Financial Liabilities with Equity

Instruments

These TFRSs related to financial instruments make stipulations relating to the

classification of financial instruments and their measurement at fair value or amortised

cost (taking into account the type of instrument, the characteristics of the contractual cash

flows and the Company’s business model), calculation of impairment using the expected

credit loss method, and hedge accounting. These include stipulations regarding the

presentation and disclosure of financial instruments.

The impact of the adoption of these standards on the Group’s financial statements is as

follows.

- Classification and measurement of investments in equity instruments of non-listed

companies - The Group is to measure investments in equity instruments of non-listed

companies at fair value and to classify the investments as financial assets at fair value,

through either profit or loss or through other comprehensive income.


5

- Classification and measurement of investments in debt instruments - The Group measures

investments in debt instruments at fair value and classifies the investments as financial

assets at fair value through profit or loss, or fair value through other comprehensive

income, or amortised cost. Classification is driven by the Group’s business model for

managing the financial assets and the contractual cash flows characteristics of the

financial assets.

- Recognition of credit losses - The Group recognises an allowance for expected credit

losses on its financial assets, and it is no longer necessary for a credit-impaired event

to have occurred. The Group applies the simplified approach to consider impairment

of trade receivables.

- Recognition of derivatives - The Group initially recognises derivatives at their fair value

on the contract date and subsequently measure them at fair value at the end of each

reporting period. Changes in the fair value of derivatives are recognised in profit or

loss. However, the Group applies hedge accounting for

Documents

BTS Group Holdings Public Company Limited and its subsidiaries … · 2020. 11. 17. · in Master Ad Public Company Limited (“MACO”) from a subsidiary to an associate company