BTS Group Holdings Public Company Limited and its ...bts.listedcompany.com/misc/FS/20200814-bts-fs-1q20202021...2020/08/14 · BTS Group Holdings Public Company Limited and its subsidiaries

BTS Group Holdings Public Company Limited

and its subsidiaries

Review report and interim financial information

For the three-month period ended 30 June 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 June 2020, and the related

consolidated statements of comprehensive income, changes in shareholders’ equity, and cash

flows for the three-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 period (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.

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 period ended 30 June 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: 13 August 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 June 2020 31 March 2020 30 June 2020 31 March 2020

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

reviewed) reviewed)

Assets

Current assets

Cash and cash equivalents 3,837,753 3,225,821 1,383,254 1,252,240

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

Investments in derivative instruments - 113,049 - -

Bank account for advances from cardholders 554,495 556,054 - -

Trade and other receivables 4 1,029,465 6,650,136 297,907 5,587,970

Receivable under agreements with government authority 5.1 1,275,647 1,984,825 - -

Receivables due in the future under agreements

with government authorities 5.2 675,657 606,481 - -

Receivable under purchase and installation of

operating system agreement 6 173,098 98,377 - -

Accrued income 186,638 212,872 7,939 5,337

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

Current portion of long-term loans to related parties 3 2,558 5,031,825 - 5,024,000

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

Advances to contractors 15,824 30,613 - -

Prepaid expenses 161,067 148,366 18,297 12,588

Other current financial assets 7 2,508,508 - 2,001,908 -

Other current assets 336,893 293,968 73,820 16,810

Total current assets 11,359,155 22,398,277 4,384,677 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 3,947 3,947 - -

Loans to related parties - net of current portion 3 5,261,210 122,550 9,193,300 4,165,300

Investments in subsidiaries 8 - - 58,334,716 58,605,708

Investments in joint ventures 9 2,165,877 1,001,981 1,678,565 497,315

Investments in associates 10 30,968,181 31,948,302 35,336,404 35,587,174

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

Elevated train project costs 11 33,087,500 30,268,891 - -

Project costs - media 1,858,594 1,870,236 - -

Reusable spare parts 220,320 212,987 - -

Land and projects awaiting development 135,841 135,924 - -

Investment properties 12 5,100,624 5,083,616 948,877 931,870

Property, plant and equipment 13 4,678,272 4,624,276 3,306,086 3,330,040

Right-of-use assets 14 998,248 - 279,203 -

Intangible assets 15 583,402 577,605 12,699 13,036

Advances to contractors and for acquisitions of assets 35.4.1 b), 35.4.2 3,419,399 4,073,154 312,384 312,779

Receivable under agreements with government authority 5.1 4,331,664 3,421,679 - -

Receivables due in the future under agreements

with government authorities 5.2 35,406,811 32,095,078 - -

Receivable under purchase and installation

of operating system agreement 6 16,029,182 13,887,177 - -

Goodwill 236,287 236,287 - -

Prepaid expenses 651,728 655,375 - -

Withholding tax deducted at source 305,632 267,579 145,510 152,026

Deferred tax assets 292,238 1,142,573 136,295 553,164

Other non-current financial assets 16 17,505,008 - 9,436,742 -

Other non-current assets 1,217,753 1,194,935 34,847 20,254

Total non-current assets 164,457,718 150,702,204 119,155,628 116,116,592

Total assets 175,816,873 173,100,481 123,540,305 130,861,798









reviewed) reviewed)

Liabilities and shareholders' equity

Current liabilities

Short-term loans from financial institutions 17 560,000 4,450,000 - 4,000,000

Bills of exchange payables 18 10,175,777 12,760,567 10,175,777 12,760,567

Trade and other payables 19 7,700,965 7,848,423 1,251,106 1,510,620

Advances received from cardholders 507,665 515,240 - -

Advances received from employers and unearned revenues 281,162 207,685 - -

Fare box revenues awaiting transfer 55,606 57,854 - -

Income tax payable 1,306,584 1,079,526 409,246 409,119

Short-term loans from related parties 3 374,000 10,061 6,274,711 6,345,996

Current portion of long-term loans 20 219,850 239,000 - -

Current portion of long-term debentures 21 6,048,742 5,048,579 6,048,742 5,048,579

Current portion of long-term lease liabilities 22 182,994 - 48,458 -

Short-term provisions 24 68,734 95,464 - -

Other current financial liabilities 25 486,828 - 14,174 -

Other current liabilities 401,940 602,361 32,134 29,352

Total current liabilities 28,370,847 32,914,760 24,254,348 30,104,233

Non-current liabilities

Unearned revenues 551,097 548,554 - -

Long-term loans - net of current portion 20 30,108,051 25,135,380 - -

Long-term debentures - net of current portion 21 39,917,545 40,915,290 23,427,080 24,425,363

Long-term lease liabilities - net of current portion 22 878,809 - 264,091 -

Retention payable 426,382 318,009 18,799 18,019

Provision for long-term employee benefits 23 1,589,658 1,583,668 126,369 126,096

Long-term provisions 24 1,319,785 1,274,675 - -

Deferred tax liabilities 2,252,310 2,235,381 454,172 454,172

Other non-current financial liabilities 25 6,492,335 - - -

Other non-current liabilities 875,595 929,175 2,947 39,137

Total non-current liabilities 84,411,567 72,940,132 24,293,458 25,062,787

Total liabilities 112,782,414 105,854,892 48,547,806 55,167,020









reviewed) reviewed)

Shareholders' equity

Share capital 26

Registered

15,654,597,298 ordinary shares of Baht 4 each 62,618,389 62,618,389 62,618,389 62,618,389

Issued and fully paid

13,154,636,121 ordinary shares of Baht 4 each

(31 March 2020: 13,154,296,081 ordinary shares of Baht 4 each) 52,618,544 52,617,184 52,618,544 52,617,184

Share premium 26 10,326,664 10,324,413 10,326,664 10,324,413

Share subscriptions received in advance 58,901 2,449 58,901 2,449

Equity from exercise of warrants 372 742 372 742

Deficit on business combination under common control (3,371,978) (3,371,978) (3,464,897) (3,467,312)

Surplus from the changes in the ownership interests

in subsidiaries 2,939,977 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 1,472,738 3,747,336 9,293,359 11,697,988

Deferred gain from sales of assets to subsidiary and

associates - net (13,166,788) (13,242,030) - -

Other components of shareholders' equity (2,664,288) (794,704) 3,092,392 1,452,150

Equity attributable to owners of the Company 51,281,306 54,923,011 74,992,499 75,694,778

Non-controlling interest of the subsidiaries 11,753,153 12,322,578 - -

Total shareholders' equity 63,034,459 67,245,589 74,992,499 75,694,778

Total liabilities and shareholders' equity 175,816,873 173,100,481 123,540,305 130,861,798

- - - -


Directors


(Unaudited but reviewed)


Statement of comprehensive income


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


Note 2020 2019 2020 2019

(Restated)

Profit or loss:

Continued operation

Revenues

Service income and sales 28 1,606,046 1,695,593 31,534 74,628

Revenues from contracting works 28 8,047,590 6,135,787 - -

Rental income 109,711 133,111 3,189 4,396

Dividend income 178,641 57,823 163,913 37,927

Interest income 29 689,598 662,303 119,483 139,546

Other income

Gain on sales and changes in value of investments - - 27,253 1,322,341

Others 138,571 76,408 114,132 99,910

Total revenues 10,770,157 8,761,025 459,504 1,678,748

Expenses

Cost of services and sales 932,571 827,148 75,452 82,348

Revenues from contracting works 7,432,325 5,918,348 - -

Selling expenses 93,290 57,388 225 428

Administrative expenses 519,517 559,855 233,085 245,958

Total expenses 8,977,703 7,362,739 308,762 328,734

Profit from operating activities 1,792,454 1,398,286 150,742 1,350,014

Share of loss from investments in joint ventures (18,311) (56,484) - -

Share of profit (loss) from investments in associates (460,729) 461,491 - -

Finance cost (572,871) (558,939) (353,871) (399,909)

Profit (loss) before income tax 740,543 1,244,354 (203,129) 950,105

Income tax 30 (271,489) (187,047) 12,824 (204,775)

Profit (loss) from continued operation for the period 469,054 1,057,307 (190,305) 745,330

Discontinued operation

Loss from discontinued operation for the period 10.3 - (6,778) - -

Profit (loss) for the period 469,054 1,050,529 (190,305) 745,330




Statement of comprehensive income (continued)




Note 2020 2019 2020 2019

(Restated)

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 - (14,595) - -

Exchange differences on translation of financial statements

in foreign currencies of associates (89,153) (100,656) - -

Gain (loss) on cash flow hedges - net of income tax (186,378) 28,054 - -

Gain on change in value of available for sale investments

- net of income tax - 1,091,331 - 258,191

Share of loss on change in value of available for sale investments of associate - (1,436) - -

Gain on investments in debt instruments at fair value

through other comprehensive income - net of income tax 81,325 - - -

Other comprehensive income to be reclassified to profit or loss

in subsequent periods - net of income tax (194,206) 1,002,698 - 258,191

Other comprehensive income not to be reclassified

to profit or loss in subsequent periods:

Gain on investments in equity instruments designated at fair value

through other comprehensive income - net of income tax 3,005,524 - 1,092,531 -

Share of loss on investments in equity instruments designated at fair value

through other comprehensive income of associate (77) - - -

Share of actuarial loss from investments in associates (1,955) - - -

Actuarial loss - net of income tax - (59,858) - (3,642)

Other comprehensive income not to be reclassified

to profit or loss in subsequent periods - net of income tax 3,003,492 (59,858) 1,092,531 (3,642)

Other comprehensive income for the period 2,809,286 942,840 1,092,531 254,549

Total comprehensive income for the period 3,278,340 1,993,369 902,226 999,879




Statement of comprehensive income (continued)




Note 2020 2019 2020 2019

(Restated)

Profit (loss) attributable to:

Equity holders of the Company

Profit (loss) from continued operation 443,412 898,745 (190,305) 745,330

Loss from discontinued operation - (4,885) - -

443,412 893,860 (190,305) 745,330

Non-controlling interests of the subsidiaries

Profit from continued operation 25,642 158,562

Loss from discontinued operation - (1,893)

25,642 156,669

469,054 1,050,529

Total comprehensive income attributable to:

Equity holders of the Company

Profit from continued operation 2,630,786 1,375,164 902,226 999,879

Loss from discontinued operation - (7,015) - -

2,630,786 1,368,149 902,226 999,879

Non-controlling interests of the subsidiaries

Profit from continued operation 647,554 641,050

Loss from discontinued operation - (15,830)

647,554 625,220

3,278,340 1,993,369

Earnings per share 31

Basic earnings per share

Profit (loss) attributable to equity holders of the Company 0.034 0.075 (0.014) 0.063

Diluted earnings per share

Profit attributable to equity holders of the Company 0.034 0.074 0.062

Earnings per share from continued operation


Profit (loss) attributable to equity holders of the Company 0.034 0.075 (0.014) 0.063


Profit attributable to equity holders of the Company 0.034 0.075 0.062




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 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 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 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) (8,593) 1,827,975 (943,559) (370,785) (137,156) 1,356,597 28,935 1,753,414 38,745,096 13,455,333 52,200,429

Profit for the period - - - - - - - 893,860 - - - - - - - - 893,860 156,669 1,050,529

Other comprehensive income for the period - - - - - - - (59,858) (4) - 15,230 621,013 (102,092) - - 534,147 474,289 468,551 942,840

Total comprehensive income for the period - - - - - - - 834,002 (4) - 15,230 621,013 (102,092) - - 534,147 1,368,149 625,220 1,993,369

Exercised warrants 195,533 317,954 69,381 6,370,380 - - - - - - - - - - (276) (276) 6,952,972 - 6,952,972

Purchases of investment in subsidiary - - - - - (828,693) - - - - - - - - - - (828,693) (192,491) (1,021,184)

Sales of investments in subsidiaries - - - - - 4,204,274 - - - - - - - - - - 4,204,274 1,068,908 5,273,182

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

Dividend paid by subsidiaries to non-controlling interests

of the subsidiaries - - - - - - - - - - - - - - - - - (50,709) (50,709)

Share-based payment transaction - - - - - - - - - - - - - - 3,055 3,055 3,055 - 3,055

Balance as at 30 June 2019 47,577,011 2,194,451 71,477 6,881,496 (3,371,978) 1,731,907 2,808,198 (9,713,298) (8,597) 1,827,975 (928,329) 250,228 (239,248) 1,356,597 31,714 2,290,340 50,469,604 14,924,033 65,393,637

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 - - - - - - - 443,412 - - - - - - - - 443,412 25,642 469,054

Other comprehensive income for the period - - - - - - - (319,028) - - (148,488) 2,737,287 (82,397) - - 2,506,402 2,187,374 621,912 2,809,286

Total comprehensive income for the period - - - - - - - 124,384 - - (148,488) 2,737,287 (82,397) - - 2,506,402 2,630,786 647,554 3,278,340

Exercised warrants (Note 26) 1,360 2,251 56,452 (370) - - - - - - - - - - (421) (421) 59,272 - 59,272

Sales of investment in subsidiary (Note 8.3) - - - - - 292,008 - - - - - - - - - - 292,008 79,105 371,113

Increase in preferred shares of subsidisry (Note 8.4) - - - - - 75,534 - - - - - - - - - - 75,534 290,432 365,966

Dividend payment (Note 32) - - - - - - - (1,973,139) - - - - - - - - (1,973,139) - (1,973,139)

Share-based payment transaction - - - - - - - - - - - - - - 5,135 5,135 5,135 - 5,135

Balance as at 30 June 2020 52,618,544 10,326,664 58,901 372 (3,371,978) 2,939,977 3,067,164 (11,694,050) (2,408) 1,816,688 (5,191,426) (383,101) (294,760) 1,356,597 34,122 (2,664,288) 51,281,306 11,753,153 63,034,459

-


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 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 - - - - - - 745,330 - - - - - 745,330

Other comprehensive income for the period - - - - - - (3,642) - 258,191 - - 258,191 254,549

Total comprehensive income for the period - - - - - - 741,688 - 258,191 - - 258,191 999,879

Exercised warrants 195,533 317,954 69,381 6,370,380 - - - - - - (276) (276) 6,952,972

Sales of shares and warrants in subsidiary

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

Share-based payment transaction - - - - - - - - - - 3,055 3,055 3,055

Balance as at 30 June 2019 47,577,011 2,194,451 71,477 6,881,496 (3,467,565) 2,808,198 13,037,996 1,816,688 (39,362) 1,356,597 31,715 3,165,638 72,268,702

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

Loss for the period - - - - - - (190,305) - - - - - (190,305)

Other comprehensive income for the period - - - - - - (319,028) - 1,411,559 - - 1,411,559 1,092,531

Total comprehensive income for the period - - - - - - (509,333) - 1,411,559 - - 1,411,559 902,226

Exercised warrants (Note 26) 1,360 2,251 56,452 (370) - - - - - - (421) (421) 59,272

Sales of shares and warrants in subsidiary

without loss of control - - - - 2,415 - - - - - - - 2,415

Dividend payment (Note 32) - - - - - - (1,973,139) - - - - - (1,973,139)

Share-based payment transaction - - - - - - - - - - 5,135 5,135 5,135

Balance as at 30 June 2020 52,618,544 10,326,664 58,901 372 (3,464,897) 3,067,164 9,293,359 1,816,688 (115,015) 1,356,597 34,122 3,092,392 74,992,499

-


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 (loss) before tax from continued operation 740,543 1,244,354 (203,129) 950,105

Profit before tax from discontinued operation - 13,577 - -

Profit (loss) before tax 740,543 1,257,931 (203,129) 950,105

Adjustments to reconcile profit (loss) before tax to net cash

provided by (paid from) operating activities:

Depreciation and amortisation 193,335 253,299 39,955 27,542

Unrealised loss (gain) on exchange (107,117) 118,726 (141,044) (68,157)

Loss on provisions 13,619 12,919 - -

Share of loss from investments in joint ventures 18,311 56,484 - -

Share of loss (profit) from investments in associates 460,729 (430,657) - -

Allowance for impairment loss of assets (reversal) 10,229 (4,228) - -

Reversal of loss allowance of financial assets (20,037) (3,539) (15) (547)

Provision for long-term employee benefits 36,407 159,611 3,662 6,692

Loss (gain) on sales of assets/write-off of assets 3,813 (474) 3,800 -

Dividend income (178,641) (57,823) (163,913) (37,927)

Share-based payment 5,135 3,055 1,578 835

Loss (gain) on sales and changes in value of investments - 5,057 (27,253) (1,322,341)

Revenue from investment in foreign party - (31,880) - (31,880)

Recognition of unearned revenue (9,196) (9,196) - -

Interest income (689,598) (662,303) (119,483) (139,546)

Interest expenses 572,871 561,643 353,871 399,909

Profit (loss) from operating activities before changes in

operating assets and liabilities 1,050,403 1,228,625 (251,971) (215,315)




Cash flow statement (continued)




2020 2019 2020 2019

Decrease (increase) in operating assets

Bank account for advances from cardholders 1,559 (13,528) - -

Trade and other receivables 274,541 (717,846) 34,737 (30,330)

Receivable under agreements with government authority/

Receivable due in the future under agreements

with government authorities (3,179,648) (1,813,787) - -

Receivable under purchase and installation of

operating system agreement (2,052,013) (753,716) - -

Accrued income 26,234 (278,869) (2,602) -

Advances to contracts and for acquisitions of assets 407,057 466,814 - -

Other current assets (74,458) (281,293) (63,260) (960)

Other non-current assets (5,489) (131,629) (24,107) 77

Increase (decrease) in operating liabilities

Trade and other payables 588,755 (352,351) 81,404 (7,987)

Advances received from cardholders (7,575) 7,631 - -

Advances received from employers (22,162) (59,725) - -

Retention payable 108,373 36,223 779 (4,522)

Unearned revenues 107,378 (36,478) - -

Fare box revenues awaiting transfer (14,227) (4,566) - -

Provision for long-term employee benefits (33,397) (2,794) (3,389) -

Provisions (4,033) (5,052) - -

Other current liabilities 357,025 136,274 5,739 16,368

Cash used in operating activities (2,471,677) (2,576,067) (222,670) (242,669)

Cash paid for interest expenses (966,832) (551,397) (396,258) (128,476)

Cash received for interest income 30,440 31,365 - -

Cash paid for corporate income tax (28,100) (75,047) (370) (1,379)

Cash received for corporate income tax 6,594 3,143 6,594 -

Net cash used in operating activities (3,429,575) (3,168,003) (612,704) (372,524)








2020 2019 2020 2019

Cash flows from investing activities

Decrease in restricted deposits - 1,377 - -

Increase in short-term loans to related parties - (43,203) - -

Increase in long-term loans to related parties - (1,504) (4,000) (41,554)

Interest income 27,125 167,077 17,455 88,021

Dividend received 285,103 165,385 177,491 52,140

Cash paid acquisitions of financial assets (3,525,819) (6,573,028) (1,837,099) (4,523,467)

Cash received from sales of financial assets 8,110,632 3,785,544 6,292,386 1,182,130

Cash received from return of capital of associate 250,770 326,001 250,770 326,001

Net cash paid for purchases of investments in subsidiaries - - (70,000) (1,000,642)

Cash paid to settle payables from acquisition of investments

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

Net cash received from sales of investments in subsidiaries - 361,927 5,327,767

Cash paid for purchases of investments in joint ventures (1,194,350) (10,800) (1,181,250) -

Cash received from settle received from sale 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 - (62,609) - (5,133)

Cash received from sales of investments in associates - 3,405 - 3,405

Cash received from investment in foreign party - 20,823 - 20,823

Decrease in advance paid for asset acquisitions 261,487 571,925 - 170,182

Cash paid for purchases of property, plant and equipment (169,341) (189,417) (1,796) (33,517)

Cash received from sales of property, plant and equipment - 956 - -

Increase in elevated train project costs (2,903,040) (4,057,072) - -

Cash paid for purchases of investment properties (21,595) (38,809) (20,824) (47,526)

Cash paid for purchases of intangible assets (32,189) (30,501) - (1,156)

Net cash from (used in) investing activities 6,477,887 (3,654,834) 9,374,164 3,053,099








2020 2019 2020 2019

Cash flows from financing activities

Increase in short-term loans from financial institutions 4,560,000 4,073,110 4,000,000 800,000

Cash paid for short-term loans from financial institutions (8,450,000) (6,085,580) (8,000,000) (3,600,000)

Increase in bills of exchange payables 10,142,492 17,169,125 10,142,492 17,169,125

Cash paid for bills of exchange payables (12,775,000) (19,100,000) (12,775,000) (19,100,000)

Increase in long-term loans from financial institutions 5,026,000 4,525,000 - -

Cash paid for long-term loans from financial institutions (13,500) (12,000) - -

Increase in short-term loans from related parties 374,000 - 374,000 -

Cash paid for short-term loans from related parties (10,068) - (445,285) -

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

Cash paid for debenture issuing costs - (15,858) - (15,858)

Cash paid for expenses relating to borrowing (25,185) (35,941) - -

Cash paid for lease liabilities (44,996) - (13,005) -

Cash paid for purchases of investments in subsidiaries - (1,000,642) - -

Cash paid to payable of purchases of investments in subsidiaries - (793,991) - -

Cash received from sale of investment in subsidiary 337,380 5,168,491 - -

Cash received from sale of warrants of subsidiary 43,524 447,769 - -

Dividend paid (1,973,191) (172) (1,973,191) (172)

Dividend paid by subsidiaries to non-controlling interests of subsidiaries - (50,517) - -

Cash received from exercised warrants 59,643 582,593 59,643 582,593

Cash received from non-controlling interests of subsidiary

from issuance of ordinary shares of subsidiary 365,967 - - -

Net cash from (used in) financing activities (2,382,934) 17,871,387 (8,630,346) 8,835,688

Translation adjustment - 14,317 - -

Net increase in cash and cash equivalents 665,378 11,062,867 131,114 11,516,263

Effect of exchange rate for cash and cash equivalents (53,446) (17,146) (100) (309)

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 3,837,753 15,066,442 1,383,254 12,089,137

- -

Supplemental cash flow information

Non-cash transactions

Payable of acquisition of equipment 86,506 18,658 - -

Payable of acquisition of intangible 25,993 10,420 - -

Payable of acquisition of investments 31,414 66,282 31,414 46,420

Receivable of sales of investments 133,727 280,479 133,727 257,133

Payable of acquisition of elevated train project costs 1,310,672 1,739,077 - -



1


Notes to interim consolidated financial statements


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 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 21 July 2020, 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, with a special-purpose

vehicle currently being established to sign contracts with the government agency that own

the projects.


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 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 certain derivatives.

- Hedge accounting - the Group considers that cash flow hedge in some transactions does

not meet criteria for hedge accounting. Therefore, the Group adjusts effects from cash

flow hedge previously recognised in other comprehensive income to retained earnings.

The Group adopted these financial reporting standards which the cumulative effect is

recognised as an adjustment to the retained earnings as at 1 April 2020, and the comparative

information was not restated.

The cumulative effect of the change is described in Note 2 to the interim financial statements.

TFRS 16 Leases

TFRS 16 supersedes TAS 17 Leases together with related Interpretations. The standard

sets out the principles for the recognition, measurement, presentation and disclosure of

leases, and requires a lessee to recognise assets and liabilities for all leases with a term of

more than 12 months, unless the underlying asset is low value.

Accounting by lessors under TFRS 16 is substantially unchanged from TAS 17. Lessors will

continue to classify leases as either operating or finance leases.

The Group adopted these financial reporting standards using the modified retrospective

method of initial adoption of which the cumulative effect is recognised as an adjustment to

the retained earnings as at 1 April 2020, and the comparative information was not restated.

The cumulative effect of the change is described in Note 2 to the interim financial statements.


6

Accounting Guidance on Temporary Relief Measures for Accounting Alternatives in

Response to the Impact of the COVID-19 Pandemic

The Federation of Accounting Professions announced Accounting Guidance on Temporary

Relief Measures for Accounting Alternatives in Response to the Impact of the COVID-19

Pandemic. Its objectives are to alleviate some of the impact of applying certain financial

reporting standards, and to provide clarification about accounting treatments during the

period of uncertainty relating to this situation.

On 22 April 2020, the Accounting Treatment Guidance was announced in the Royal Gazette

and it is effective for the financial statements prepared for reporting periods ending between

1 January 2020 and 31 December 2020.

The Group has elected to apply the following temporary relief measures on accounting

alternatives:

- Not to take into account forward-looking information when determining expected credit

losses, in cases where the Group uses a simplified approach to determine expected

credit losses

- To measure the fair value of investments in unquoted equity instruments using the fair

value as at 1 January 2020.

- To lightly weight information relating to the COVID-19 situation in applying the valuation

technique to measure the fair value of financial assets in the form of debt instruments

using Level 2 or Level 3 inputs.

- Not to use information relating to the COVID-19 situation in determining whether

sufficient taxable profits will be available in future periods against which deferred tax

assets can be utilised.

- Not to consider the COVID-19 situation as an indication that an asset may be impaired

in accordance with TAS 36, Impairment of Assets.

- Not to use information relating to the COVID-19 situation that may affect the cash flow

forecasts used in testing goodwill or an intangible asset with an indefinite useful life or

an intangible asset not yet available for use for impairment.

1.6 Significant accounting policies

The interim financial statements are prepared using the same accounting policies and methods

of computation as were used for the financial statements for the year ended 31 March 2020,

except the changes in accounting policies related to financial instruments and leases.


7

1.6.1 Financial instruments

Classification and measurement

Financial assets that are debt instruments are measured at fair value through profit or loss,

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.

Financial assets that are equity instruments are measured at fair value through profit or loss.

In certain cases, the Group makes an election to measure them at fair value through other

comprehensive income, with no subsequent recycling to profit or loss.

Financial liabilities are classified and measured at amortised cost.

Derivatives are classified and measured at fair value through profit or loss unless hedge

accounting is applied to the derivative contracts.

Impairment of financial assets

The Group recognises an allowance for expected credit losses on its financial assets

measured at amortised cost and financial assets that are debt instruments and measured at

fair value through other comprehensive income, without requiring a credit-impaired event to

have occurred prior to the recognition. The Group accounts for changes in expected credit

losses in stages, with differing methods of determining allowance for credit losses and the

effective interest rate applied at each stage. An exception from this approach is that for trade

receivables that do not contain a significant financing component, the Group applies a

simplified approach to determine the lifetime expected credit losses.

Hedge Accounting

If hedge accounting criteria are met, recognition is as follows:

For fair value hedges, a change in fair value of the hedging instruments and a change in fair

value of the hedged items attributable to the risk being hedged are both recognised in profit

or loss.

For cash flow hedges, a change in fair value of the effective portion of the hedging instrument

is recognised in other comprehensive income, while a change in fair value of the ineffective

portion of the hedging instruments is recognised in profit or loss.


8

1.6.2 Leases

Right-of-use assets

The Group recognises right-of-use assets at the commencement date of the lease. Right-of-

use assets are measured at cost, less any accumulated depreciation and impairment losses,

and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets

includes the amount of lease liabilities recognised through initial measurement, initial direct

costs incurred, and lease payments made at or before the commencement date, less any

lease incentives received.

Unless the Group is reasonably certain that it will obtain ownership of the leased asset at the

end of the lease term, the recognised right-of-use assets are depreciated on a straight-line

basis from the commencement date of the lease to the earlier of the end of the useful life of

the right-of-use asset or the end of the lease term.

Lease liabilities

At the commencement date of the lease, the Group recognises lease liabilities measured at

the present value of the lease payments to be made over the lease term, discounted by the

interest rate implicit in the lease or the Group’s incremental borrowing rate. After the

commencement date, the amount of lease liabilities is increased to reflect the accretion of

interest and reduced for the lease payments made. In addition, the carrying amount of lease

liabilities is remeasured if there is a modification or reassessment.

Short-term leases and Leases of low-value assets

Payments under leases that, have a lease term of 12 months or less at the commencement

date, or are leases of low-value assets, are recognised as expenses on a straight-line basis

over the lease term.

2. Cumulative effects of changes in accounting policies due to the adoption of new

financial reporting standards

As described in Note 1.5 to the interim financial statements, during the current period, the

Group has adopted financial reporting standards related to financial instruments and TFRS 16.

The cumulative effect of initially applying these standards is recognised as an adjustment to

retained earnings (deficit) as at 1 April 2020. Therefore, the comparative information was not

restated.


9

The impacts on retained earnings (deficit) as at 1 April 2020 from changes in accounting

policies due to the adoption of these standards are presented as follows:



The impacts of

31 March 2020

Financial reporting

standards related

to financial

instruments TFRS 16 1 April 2020


Assets

Current assets

Current investments 2,710,977 (2,710,977) - -

Investments in derivative instruments 113,049 (113,049) - -

Trade and other receivables 6,650,136 (11,698) - 6,638,438

Other current financial assets - 2,822,569 - 2,822,569

Other current assets 293,968 - (6,809) 287,159

Non-current assets

Investments in associates 31,948,302 (7,063) (113,698) 31,827,541

Other long-term investments 17,878,052 (17,878,052) - -

Property, plant and equipment 4,624,276 - (13,255) 4,611,021

Right-of-use assets - - 1,040,789 1,040,789

Deferred tax assets 1,142,573 (67,156) 4,045 1,079,462

Other non-current financial assets - 17,992,356 - 17,992,356

Other non-current assets 1,194,935 - (4,758) 1,190,177

Liabilities

Current liabilities

Trade and other payables 7,848,423 (555,624) (27,400) 7,265,399

Current portion of long-term loans

from financial institutions 239,000 (1,070) - 237,930

Current portion of lease liabilities - - 204,322 204,322

Other current financial liabilities - 554,907 - 554,907

Other current liabilities 602,361 - (4,496) 597,865


10



The impacts of

31 March 2020

Financial reporting

standards related

to financial



Long-term loans from financial

institutions - net of current portion 25,135,380 (6,423) - 25,128,957

Lease liabilities - net of current portion - - 897,568 897,568

Deferred tax liabilities 2,235,381 (54,932) - 2,180,449

Other non-current financial liabilities - 6,353,304 - 6,353,304

Other non-current liabilities 929,175 (64,811) (44,284) 820,080


Deficit (9,494,694) (240,582) (110,019) (9,845,295)

Other components of shareholders' equity (794,704) (4,380,700) - (5,175,404)

Non-controlling interest of the subsidiaries 12,322,578 (1,577,139) (9,377) 10,736,062


11



The impacts of

31 March 2020

Financial reporting

standards related

to financial



Assets

Current assets

Current investments 2,244,709 (2,244,709) - -

Trade and other receivables 5,587,970 (3,789) - 5,584,181

Other current financial assets - 2,244,709 - 2,244,709

Non-current assets

Other long-term investments 11,947,926 (11,947,926) - -

Right-of-use assets - - 289,667 289,667

Deferred tax assets 553,164 (76,804) - 476,360

Other non-current financial assets - 12,330,331 - 12,330,331

Other non-current assets 20,254 - (4,758) 15,496

Liabilities

Current liabilities

Trade and other payable 12,760,567 (125,194) (1,499) 12,633,874

Current portion of lease liabilities - - 50,005 50,005

Other current financial liabilities - 125,194 - 125,194


Lease liabilities - net of current portion - - 272,560 272,560

Other non-current liabilities 39,137 - (36,157) 2,980


Retained earnings - unappropriated 11,697,988 77,843 - 11,775,831

Other components of shareholders’ equity 1,452,150 223,969 - 1,676,119


12

2.1 Financial instruments

a) Details of the impact on retained earnings (deficit) as at 1 April 2020 due to the adoption of

financial reporting standards related to financial instruments are presented as follows:


Consolidated

financial statements

Separate


Classification of debt instruments at fair value through

profit or loss 17,506 80,874

Recognition of derivative instruments at fair value through

profit or loss (1,382) -

Recognition of an allowance for expected credit losses on

financial assets (142,039) (3,031)

Adjustment of cash flow hedge (114,667) -

Impacts on retained earnings (deficit) due to the adoption

of financial reporting standards related to financial

instruments (240,582) 77,843


13

b) The classifications, measurement basis and carrying values of financial assets in accordance with TFRS 9 as at 1 April 2020, and with the

carrying amounts under the former basis, are as follows:



Classification and measurement in accordance with TFRS 9

Carrying amounts

under the former basis

Fair value through

profit or loss

Fair value through

other comprehensive

income Amortised cost Total

Financial assets as at 1 April 2020

Cash and cash equivalents 3,225,821 - - 3,225,821 3,225,821

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

Trade and other receivables 6,650,136 - - 6,638,438 6,638,438

Receivable under agreements with government authority 5,406,504 - - 5,406,504 5,406,504

Receivables due in the future under agreements with

government authorities - train procurement 32,701,559 - - 32,701,559 32,701,559

Receivable under purchase and installation of operating

system agreements 13,985,554 - - 13,985,554 13,985,554

Accrued income 212,872 - - 212,872 212,872

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

Current portion of long-term loans to related parties 5,031,825 - - 5,031,825 5,031,825

Other current financial assets 2,824,026 296,441 358,760 2,167,368 2,822,569

Long term loans to related parties - net of current portion 122,550 - - 122,550 122,550

Other non-current financial assets 17,878,052 4,863,184 11,606,090 1,523,082 17,992,356


14



Classification and measurement in accordance with TFRS 9

Carrying amounts

under the former basis

Fair value through

profit or loss

Fair value through

other comprehensive

income Amortised cost Total

Financial assets as at 1 April 2020

Cash and cash equivalents 1,252,240 - - 1,252,240 1,252,240

Trade and other receivables 5,587,970 - - 5,584,181 5,584,181

Current portion of long-term loans to

related parties 5,024,000 - - 5,024,000 5,024,000

Other current financial assets 2,244,709 87,018 203,353 1,954,338 2,244,709

Other non-current financial assets 11,947,926 4,489,975 6,317,274 1,523,082 12,330,331

Long-term loans to related parties - net of

current portion

4,165,300 - - 4,165,300 4,165,300

As at 1 April 2020, the Group has not designated any financial liabilities at fair value except derivative liabilities amounting to Baht 6,907 million

(fair value through profit or loss amounting to Baht 223 million and fair value through other comprehensive income amounting to Baht 6,684

million) ((Separate financial statements: Baht 125 million) (fair value through profit or loss)).


15

2.2 Leases

Upon initial application of TFRS 16 the Group recognised lease liabilities previously classified

as operating leases at the present value of the remaining lease payments, discounted using

the Group’s incremental borrowing rate at 1 April 2020. For leases previously classified as

finance leases, the Group recognised the carrying amount of the right-of-use assets and

lease liabilities based on the carrying amounts of the lease assets and lease liabilities

immediately before the date of initial application of TFRS 16.


Consolidated

financial

statements

Separate

financial

statements

Lease commitments as at 31 March 2020 451,645 279,332

Other commitments assessed as lease agreements

as at 31 March 2020 538,250 613

Add: Option to extend lease term 222,611 43,852

Add: Contracts reassessed as lease agreements 58,719 1,772

Less: Short-term leases and leases of low-value

assets (12,182) (5,643)

Less: Contracts reassessed as service agreements (13,634) (1,456)

Less: Deferred interest expenses (193,798) (33,561)

Increase in lease liabilities due to TFRS 16 adoption 1,051,611 284,909

Liabilities under finance lease agreements as at

31 March 2020 50,279 37,656

Lease liabilities as at 1 April 2020 1,101,890 322,565

Comprise of:

Current lease liabilities 204,322 50,005

Non-current lease liabilities 897,568 272,560

1,101,890 322,565


16

The adjustments of right-of-use assets due to TFRS 16 adoption as at 1 April 2020 are

summarised below:


Consolidated


Separate


Commercial area 444,145 -

Land 342,587 202,375

Buildings 164,535 64,406

Furniture, fixtures and office equipment 516 516

Motor vehicles 89,006 22,370

Total right-of-use assets 1,040,789 289,667

3. Related party transactions

During the period, the Group had significant business transactions with related parties. Such

transactions, which are summarised below, arose in the ordinary course of business and

were concluded on commercial terms and bases agreed upon between the Group and those

related parties.

(Unit: Million Baht)

For the three-month periods ended 30 June

Consolidated


Separate

financial statements Pricing policy

2020 2019 2020 2019

Transactions with subsidiaries

(Eliminated from the consolidated financial

statements)

Interest income - - 36 5 At cost of funds plus margin

Revenue from guarantee - - 11 11 Contract price

Purchases of fixed assets and investment

properties - - 21 42 Contract price

Interest expenses - - 49 112 At cost of funds plus margin

Other expenses - - - 17 Mutual agreement


17



Consolidated


Separate

financial statements Pricing policy

2020 2019 2020 2019

Transactions with jointly controlled entities

and associates

Interest income 68 117 55 99 At cost of funds plus margin

Service income 24 90 1 5 Contract price

Revenue from contracting works 148 87 - - Contract price

Rental income 11 2 1 2 Contract price

Costs of services 32 - - - Contract rate

Acquisition of equipment and computer

software 123 - - - Contract rate

Management fee 52 41 52 40 Contract price

Special business tax paid 1 3 - - Contract price

Rental expenses 6 13 4 4 Contract price

Other expenses 12 4 - - Contract price

Net fare box revenues transferred 155 1,202 - - Contract price

Transactions with related parties

Interest income - - 9 10 At cost of funds plus margin

Service income - 20 - - Contract price

Purchases of fixed assets and

investment properties 3 3 - - Contract price

Cost of contracting works 3,571 2,099 - - Contract price

Other expenses 8 13 - - Mutual agreement


18

As at 30 June 2020 and 31 March 2020, the balances of the accounts between the Company

and those related parties are as follows:


Consolidated


Separate


30 June

2020

31 March

2020

30 June

2020

31 March

2020

(Audited) (Audited)

Trade and other receivables - related parties (Note 4)

Subsidiary companies - - 48,996 30,789

Jointly controlled entities and associated companies 202,410 209,421 45,248 14,547

Related companies (shareholders of subsidiary/

joint controlled entity of subsidiary) 14,000 14,000 277 384

Total 216,410 223,421 94,521 45,720

Accrued income - related parties


Related companies (shareholders of subsidiary) 2,144 1,000 - -

Total 14,703 14,598 4,622 3,907

Prepaid expenses - related parties

Associated companies 8,099 9,571 - -

Related companies (shareholder of subsidiary) - 16 - -

Total 8,099 9,587 - -

Investments in debt securities - related party

Jointly controlled entity 1,473,082 1,473,082 1,473,082 1,473,082

Total 1,473,082 1,473,082 1,473,082 1,473,082

Retention receivable - related parties

Jointly controlled entities 74,580 60,482 - -

Related company (shareholder of subsidiary) 3,789 3,789 - -

Total 78,369 64,271 - -

Advances to contractors and for asset acquisitions -

related parties

Subsidiary company - - - 394

Related company (shareholder of subsidiaries) 2,308,854 2,719,879 - -

Total 2,308,854 2,719,879 - 394


19


Consolidated


Separate


30 June

2020

31 March

2020

30 June

2020

31 March

2020

(Audited) (Audited)

Other non-current assets - related parties

Associated companies 237,361 212,818 19,949 -

Total 237,361 212,818 19,949 -

Trade and other payables - related parties (Note 19)

Subsidiary companies - - 747,492 836,713


Related companies (shareholder of subsidiary) 2,330,811 2,590,904 - 37

Total 2,511,382 2,732,440 801,840 848,275

Advance received from employees and

unearned revenues - related parties

Jointly controlled entities and associated companies 430,290 455,208 - -

Related companies (shareholder of subsidiary) 506 920 - -

Total 430,796 456,128 - -

Retention payable - related parties

Subsidiary company - - 16,147 15,615

Associated companies 6,654 7,022 - -

Total 6,654 7,022 16,147 15,615

Lease liabilities - related party

Associated company 99,491 - 60,763 -

Total 99,491 - 60,763 -

Total provision - related party (Note 24)

Associated company 1,043,625 1,036,566 - -

Total 1,043,625 1,036,566 - -


20

Loans to related parties and loans from related parties

As at 30 June 2020 and 31 March 2020, the balances of loans between the Company and

those related parties and the movements are as follows:



Balance as at Increase Decrease Balance as at

Short-term loans to related parties Related by 31 March 2020 during the period during the period 30 June 2020

(Audited)

Aero Media Group Co., Ltd. Associated company 21,000 21,000

EGV Co., Ltd. Related company 4,018 - - 4,018

25,018 - - 25,018

Less: Loss allowance (25,018) - - (25,018)

Net - - - -




Short-term loan to related party Related by 31 March 2020 during the period during the period 30 June 2020

(Audited)

EGV Co., Ltd. Related company 4,018 - - 4,018

Less: Loss allowance (4,018) - - (4,018)

Net - - - -




Long-term loans to related parties Related by 31 March 2020 during the period during the period 30 June 2020

(Audited)

U City Plc. (1) Associated company 5,024,000 - - 5,024,000

VGI Global Media (Malaysia) Sdn Bhd(3) Associated company 133,361(2) 4,187 (28,155) 109,393

Demo Power (Thailand) Co., Ltd. Associated company 46,301 - - 46,301

ATS Rabbit Special Purpose Vehicle

Co., Ltd.

Jointly controlled

entity 84,074 - - 84,074

5,287,736 4,187 (28,155) 5,263,768

Less: Current portion (5,031,825) (2,558)

Net 255,911 5,261,210

(1) On 16 March 2018, the Company entered into an agreement with U City Plc. to provide a loan carrying interest at the Minimum Loan Rate (MLR)

minus a certain spread specified in the agreement, which is repayable within three years. Subsequently, on 13 August 2020, the Company’s Board

of Directors passed a resolution approving to extend loan repayment period of U City to two years until 16 March 2023. (2) As at 31 March 2020, this was presented as a short-term loan.

(3) On 31 July 2020, a meeting of the Executive Committee of the subsidiary resolved that loans are investments in substance, since the subsidiary has

no plan to call the loans.


21




Long-term loans to related parties Related by 31 March 2020 during the period during the period 30 June 2020

(Audited)

RB Services Co., Ltd. Subsidiary company 97,500 - - 97,500

Kingkaew Assets Co., Ltd. Subsidiary company 4,067,800 4,000 - 4,071,800

U City Plc. (1) Associated company 5,024,000 - - 5,024,000

9,189,300 4,000 - 9,193,300

Less: Current portion (5,024,000) -

Net 4,165,300 9,193,300

(1) On 16 March 2018, the Company entered into an agreement with U City Plc. to provide a loan carrying interest at the Minimum Loan Rate (MLR)

minus a certain spread specified in the agreement, which is repayable within three years. Subsequently, on 13 August 2020, the Company’s Board

of Directors passed a resolution approving to extend loan repayment period of U City to two years until 16 March 2023.




Short-term loans from related parties Related by 31 March 2020 during the period during the period 30 June 2020

(Audited)

U-Tapao International Aviation Co., Ltd. Jointly controlled entity - 374,000 - 374,000

Theory Co., Ltd. Related company 10,061 - (10,061) -

Total 10,061 374,000 (10,061) 374,000




Short-term loans from related parties Related by 31 March 2020 during the period during the period 30 June 2020

(Audited)

Bangkok Mass Transit System Plc. Subsidiary company 6,326,371 - (445,285) 5,881,086

Dnal Co., Ltd.. Subsidiary company 19,625 - - 19,625

U-Tapao International Aviation Co., Ltd. Jointly controlled entity - 374,000 - 374,000

Total 6,345,996 374,000 (445,285) 6,274,711


22

Directors and managements’ benefits

During the three-month periods ended 30 June 2020 and 2019, the Group had employee

benefit expenses to their directors and managements as below.



Consolidated


Separate


2020 2019 2020 2019

Short-term employee benefits 76 121 22 28

Post-employment benefits 13 7 2 3

Share-based payment 7 3 4 1

Total 96 131 28 32

Guarantee obligations with related parties

The Group has outstanding guarantee obligations with its related parties, as described in

Note 35.5 b), c), d) and e) to the interim financial statements.

4. Trade and other receivables


Consolidated


Separate


30 June 2020 31 March 2020 30 June 2020 31 March 2020

(Audited) (Audited)

Trade receivables - related parties

Not yet due 61,449 53,184 692 2,073

Past due

Up to 3 months 2,897 64,578 1,062 6,271

3 - 6 months 25,837 11,695 5,198 5,337

6 - 12 months 15,029 14,363 2,209 -

Over 12 months 42,827 37,288 - -

Total 148,039 181,108 9,161 13,681

Less: Loss allowance (58,154) (59,195) - -

Total trade receivables - related parties - net 89,885 121,913 9,161 13,681


23


Consolidated


Separate


30 June 2020 31 March 2020 30 June 2020 31 March 2020

(Audited) (Audited)

Trade receivables - unrelated parties

Not yet due 259,465 573,799 399 118

Past due

Up to 3 months 135,127 198,352 9,926 456

3 - 6 months 173,784 38,166 237 5,025

6 - 12 months 30,577 49,417 2,778 943

Over 12 months 108,332 70,824 10,136 9,553

Total 707,285 930,558 23,476 16,095

Less: Loss allowance (179,414) (160,292) (10,771) (6,981)

Net 527,871 770,266 12,705 9,114

Cheques awaiting deposit 1,772 544 - -

Total trade receivables - unrelated parties - net 529,643 770,810 12,705 9,114

Total trade receivables - net 619,528 892,723 21,866 22,795

Other receivables

Interest receivables - related parties 38,346 5,565 72,326 1,535

Interest receivables 64,005 55,495 45,270 34,600

Dividend receivables - related parties 38,200 37,894 - -

Dividend receivables 7 14,583 7 13,586

Other receivables - related parties 49,979 58,049 13,034 30,504

Other receivables 94,609 116,266 17,435 17,969

Receivables from sales of investments 133,727 5,472,739 133,727 5,472,739

Total 418,873 5,760,591 281,799 5,570,933

Less: Loss allowance (8,936) (3,178) (5,758) (5,758)

Other receivables - net 409,937 5,757,413 276,041 5,565,175

Total trade and other receivables - net 1,029,465 6,650,136 297,907 5,587,970


24

5. Receivable under agreements with government authority / Receivables due in future

under agreements with government authorities

5.1 Receivable under agreements with government authority



30 June 2020 31 March 2020

(Audited)

Receivable under the operation and maintenance agreements

Not yet due 184,748 198,389

Past due

Up to 3 months 369,496 540,112

3 - 6 months 296,603 533,047

6 - 12 months 244,570 533,047

Over 12 months 54,812 -

Total receivable under the operation and maintenance agreements 1,150,229 1,804,595

Accrued income 4,245,044 3,444,963

Interest receivable 212,038 156,946

Total receivable under agreements with government authority 5,607,311 5,406,504

Current 1,275,647 1,984,825

Non-current 4,331,664 3,421,679

The subsidiary provided operation, maintenance and train procurement services and

recognised the revenue from these services and interest income from the extension of the

payment due date for the government authority under the Operating and Maintenance

Agreement and related agreements. However, the subsidiary is negotiating with the

government authority in order to revisit the consideration for the operating, maintenance and

train procurement services. The subsidiary has the balances of accrued income and interest

receivable relating to these services amounting to Baht 1,998 million and Baht 99 million,

respectively which are awaiting conclusion from the negotiation. The management believes

that the recognition of service revenue and interest income is appropriate and the

consideration will not be significant difference from the final conclusion from the negotiation.


25

5.2 Receivables due in the future under agreements with government authorities



30 June 2020 31 March 2020

(Audited)

Due in

Less than 1 year 675,657 606,481

1 - 5 years 10,931,184 10,657,192

Over 5 years 24,475,627 21,437,886

Total 36,082,468 32,701,559

Current 675,657 606,481

Non-current 35,406,811 32,095,078

6. Receivable under purchase and installation of operating system agreement



30 June 2020 31 March 2020

(Audited)

Receivable 13,171,230 12,229,290

Accrued income 4,032,402 2,923,275

Interest receivable 1,171,545 1,005,886

Less: Advances per agreement (2,172,897) (2,172,897)

Net 16,202,280 13,985,554

Current 173,098 98,377

Non-current 16,029,182 13,887,177


26

7. Other current financial assets


30 June 2020

Consolidated


Separate


Debt instruments at amortised cost

Fixed deposits with maturity date due more than 3 months 213,235 -

Domestic private debt securities 1,654,957 1,654,957

1,868,192 1,654,957

Debt instruments measured at fair value through

other comprehensive income

Foreign government and government agency bonds (1) 145,635 -

Allowance for change in value 3,501 -

149,136 -

Debt instruments measured at fair value through profit or loss

Domestic unit trust in mutual funds 91,214 21,286

Allowance for change in value (248) (1,185)

90,966 20,101

Equity instruments designated at fair value through


Domestic quoted equity securities 287,873 287,873

Allowance for change in value 8,853 8,853

296,726 296,726

Derivative instruments measured at fair value through profit and loss

Derivative warrants 204,936 -

Allowance for change in value (131,572) -

73,364 -

Forward exchange agreements 30,124 30,124

103,488 30,124

Total 2,508,508 2,001,908

(1) Issued by foreign governments, government agencies or corporates owned by foreign governments and government agencies.


27

The Group had sale and purchase transactions of listed securities. The details were as follows:



Consolidated


Separate


2020 2019 2020 2019

Purchases of investments 2,315 1,213 1,075 743

Sales of investments 2,340 1,048 1,075 774

8. Investments in subsidiaries

Details of investments in subsidiaries as presented in separate financial statements were as

follows:


Paid-up capital

Percentage owned

by the Company Cost

30 June 31 March 30 June 31 March 30 June 31 March

Company’s name 2020 2020 2020 2020 2020 2020

(Audited) (Audited) (Audited)

Bangkok Mass Transit System Plc. 4,016,783 4,016,783 97.48 97.48 29,944,372 29,944,372

VGI Plc.

(44.76% held by BTSC (31 March 2020: 44.76%)) 861,117 856,117 21.48 22.03 12,698,725 13,042,132

Northern Bangkok Monorail Co., Ltd. 11,800,000 11,800,000 75.00 75.00 8,850,000 8,850,000

Eastern Bangkok Monorail Co., Ltd. 12,000,000 12,000,000 75.00 75.00 9,000,000 9,000,000

RB Services Co., Ltd. 295,000 295,000 100.00 100.00 295,000 295,000

DNAL Co., Ltd. 3,125 3,125 100.00 100.00 32,225 32,225

Yongsu Co., Ltd. 139,100 139,100 100.00 100.00 87,500 87,500

Kingkaew Assets Co., Ltd. 189,000 189,000 100.00 100.00 189,000 189,000

The Community One Co., Ltd. 135,000 135,000 100.00 100.00 135,000 135,000

The Community Two Co., Ltd. 206,000 206,000 100.00 100.00 206,000 206,000

HHT Construction Co., Ltd. 25,000 25,000 51.00 51.00 51,000 51,000

BTS Infrastructure Development Co., Ltd. 250 250 100.00 100.00 250 250

Turtle 23 Co., Ltd. 318,500 248,500 100.00 100.00 318,500 248,500

Total 61,807,572 62,080,979

Less: Deficit on business combination under common control (3,464,896) (3,467,311)

58,342,676 58,613,668

Less: Provision for loss on diminution in value (7,960) (7,960)

Net 58,334,716 58,605,708


28

8.1 Bangkok Mass Transit System Public Company Limited (“BTSC”)

The 15,659,384,750 ordinary shares of BTSC, representing 97.46% of all issued shares of

BTSC, (excluding the ordinary shares of VGI Public Company Limited held by BTSC, and

benefits and rights which are not related to the net revenue of the Core BTS Sky Train

System) have been pledged with BTS Rail Mass Transit Growth Infrastructure Fund to

secure its obligations under the Sponsor Support and Guarantee Agreement.

8.2 Northern Bangkok Monorail Company Limited (“NBM”) and Eastern Bangkok Monorail

Company Limited (“EBM”)

The Company pledged share certificates of NBM and EBM, as collateral against credit

facilities granted by financial institutions.

8.3 VGI Public Company Limited (“VGI”)

Sale transactions of investment in the subsidiary

The Company sold 48 million ordinary shares of VGI at prices of Baht 6.20 - 8.15 per share

and the Company and BTSC sold 54 million warrants of VGI at prices of Baht 0.7000 - 0.9557

The accounting records are detailed below.


Consolidated


Separate


Cash received from sales of ordinary shares and warrants 380,904 361,927

Less: Cost of investments in subsidiary - (343,406)

380,904 18,521

Less: Related tax (9,786) -

371,118 18,521

Less: Non-controlling interests of subsidiary (79,105) -

Surplus from the changes in the ownership interests in

subsidiary / Gain on sales of investment in subsidiary 292,013 18,521

BTSC pledged all ordinary shares of VGI with the Company, in accordance with an agreement

related to the Net Revenue Purchase and Transfer Agreement.


29

8.4 Rabbit Internet Company Limited (“RI”) (held by BSS Holdings Company Limited

(“BSSH”))

On 7 May 2020, the Extraordinary General Meeting of RI’s shareholders passed a resolution

to approve the increase in its registered share capital by issuing 2,334 additional preferred

shares at a price of USD 6,428.60 per share, or for a total of Baht 481 million. BSSH acquired

555 additional preferred shares, totaling Baht 115 million, and as a result, its shareholding in

the RI is decreased from 60.00% to 50.94% of all of the total paid-up shares. The accounting

records are detailed below.


Consolidated


Cash received from the newly issued preferred shares of subsidiary 481,334

Less: Cash paid of BSSH for preferred shares of subsidiary (115,368)

365,966

Less: Non-controlling interests of subsidiary adjusted (290,432)

Surplus from the changes in the ownership interests in subsidiary 75,534

9. Investments in joint ventures

Details of investments in joint ventures were as follows:


Consolidated


Separate


Equity method Cost method

Company’s name

30 June

2020

31 March

2020

30 June

2020

31 March

2020

(Audited) (Audited)

Man Food Holdings Co., Ltd. 179,397 186,334 103,565 103,565

U-Tapao International Aviation Co., Ltd. 1,574,619 393,750 1,575,000 393,750

ATS Rabbit Special Purpose Vehicle Co., Ltd. 22 22 - -

Rabbit-LINE Pay Co., Ltd. 385,409 399,952 - -

The ICON VGI Co., Ltd. 208 211 - -

Titanium Compass Sdn Bhd - - - -

Supremo Media Co., Ltd. 2,085 6,037 - -

BV Media Ads Ltd. 7,934 6,327 - -

VGI AnyMind Technology Co., Ltd. 4,655 4,745 - -

V-Click Technology Co., Ltd. 8,100 - - -

SLV Retail Co., Ltd. 3,448 4,603 - -

Total 2,165,877 1,001,981 1,678,565 497,315


30

Dividend received from the joint ventures was as follows:




Company’s name 2020 2019

ATS Rabbit Special Purpose Vehicle Co., Ltd. 7,261 11,218

Supremo Media Co., Ltd. 4,500 7,000

Total 11,761 18,218

9.1 U-Tapao International Aviation Company Limited (U-Tapao)

On 16 June 2020, U-Tapao called for the remaining 75% of its share capital, totaling Baht

1,181 million. The Company had already paid for these shares.

10. Investments in associates

Details of investments in associates were as follows:


Consolidated


Separate



Company’s name 30 June 2020 31 March 2020 30 June 2020 31 March 2020

(Audited) (Audited)

BTS Rail Mass Transit Growth Infrastructure Fund 9,975,483 10,250,239 19,195,479 19,446,249

U City Plc. 10,955,874 11,506,619 14,417,121 14,417,121

Chao Phraya Express Boat Co., Ltd. 192,956 199,089 200,000 200,000

Kerry Express (Thailand) Limited 6,155,271 6,173,407 - -

Ads Chao Phraya Co., Ltd. 97,353 90,126 - -

Aero Media Group Co., Ltd. 115,799 115,799 - -

Demo Power (Thailand) Co., Ltd. 426,227 444,907 - -

Groupwork Co., Ltd. 2,635 1,592 - -

Master Ad Plc. 3,162,382 3,269,267 1,523,804 1,523,804

VGI Global Media (Malaysia) Sdn Bhd - 13,056 - -

VGI MACO (Singapore) Private Limited - - - -

Total 31,083,980 32,064,101 35,336,404 35,587,174

Less: Allowance for impairment (115,799) (115,799) - -

Net 30,968,181 31,948,302 35,336,404 35,587,174


31

Dividend received from the associate was as follows:



For the three-month period ended 30 June


Kerry Express (Thailand) Limited 82,800 77,280

Total 82,800 77,280

Return of capital from the associate was as follows:


Consolidated and separate financial statements

For the three-month period ended 30 June


BTS Rail Mass Transit Growth Infrastructure Fund 250,770 326,001

Total 250,770 326,001

10.1 BTS Rail Mass Transit Growth Infrastructure Fund (“BTSGIF”)

Investment in BTSGIF under equity/cost method was detailed below.


Consolidated


Separate



30 June

2020

31 March

2020

30 June

2020

31 March

2020

(Audited) (Audited)

Cost 20,833,200 20,833,200 20,833,200 20,833,200

Add (less): Gain on sale of future net fare box

revenues in proportion to the

Company’s investment (6,748,791) (6,748,791) - -

Accumulated share of profit 9,791,970 9,750,888 - -

Adjustment under equity method (3,887,457) (3,822,389) - -

Accumulated dividend income (8,375,718) (8,375,718) - -

Accumulated return of capital (1,637,721) (1,386,951) (1,637,721) (1,386,951)

Net 9,975,483 10,250,239 19,195,479 19,446,249


32

10.2 U City Public Company Limited (“U City”)

Investment in U City under equity/cost method was detailed below.


Consolidated


Separate



30 June

2020

31 March

2020

30 June

2020

31 March

2020

(Audited) (Audited)

Cost 14,417,121 14,417,121 14,417,121 14,417,121

Add (less): Deferred gain on swap of investments

in proportion to the Company’s

investment (1,814,947) (1,814,947) - -

Deferred gain on the entire business

transfer of subsidiary (1,170,821) (1,170,821) - -

Accumulated share of loss (913,737) (454,178) - -

Adjustment due to TFRS 16 adoption (82,823) - - -

Accumulated share of other

comprehensive income

- Exchange differences on

translation of financial

statements in foreign currencies (262,348) (193,706) - -

- Loss on changes in value of

investments (19,244) (19,167) - -

- Actuarial gain 5,515 5,515 - -

Adjustment under equity method 797,158 736,802 - -

Net 10,955,874 11,506,619 14,417,121 14,417,121


33

10.3 Master Ad Public Company Limited (“MACO”)

As described in Note 15.8.2 to the financial statements for the year ended 31 March 2020,

the Group has changed the classification of its investment in MACO from the investment in

a subsidiary to an associate since 30 January 2020. The Group is in the process of the

measurement of the fair values of the identifiable assets acquired and liabilities assumed of

the associates. The carrying value of the identifiable assets acquired and liabilities assumed

of MACO were summarised as below.


Carrying value

MACO VGIM

Cash and cash equivalents 702,241 3,890

Current investments 20,000 -

Trade and other receivables 965,501 313,170

Advance payments to contractors 79,303 -

Other current assets 308,482 2,920

Restricted bank deposits 38,676 -

Investments in associates 186,229 183,117

Investment properties 92,198 -

Plant and equipment 931,285 98,373

Intangible assets 806,625 150,335

Goodwill 893,136 53,833

Deferred tax assets 24,348 -

Other non-current assets 99,613 5,897

Short-term loans from financial institutions (345,000) -

Trade and other payables (238,589) (144,348)

Short-term loans from related parties (121,486) (485,944)

Accrued expenses (691,762) (40,338)

Income tax payable (27,471) -

Other current liabilities (273,250) -

Long-term loans from financial institutions (113,385) -

Provision for long-term employee benefits (53,308) -

Deferred tax liabilities (178,468) (36,056)

Other non-current liabilities (30,170) (2,100)

Non-controlling interests of the subsidiaries (300,023) 12,423

Net assets of the associates 2,774,725 115,172


34

The operating results of MACO were separately presented under the heading of “Loss from

discontinued operations for the period” in the statement of comprehensive income. The details

of loss from discontinued operation for the three-month period ended 30 June 2019 are as

follows:


Revenues

Service income 251,046

Revenue from system installation services 233,754

Sales 5,188

Other income 17,678

Total revenues 507,666

Expenses

Cost of services 91,636

Cost of system installation services 145,705

Cost of sales 4,711

Servicing and selling expenses 80,298

Administrative expenses 138,202

Total expenses 460,552

Profit from operating activities 47,114

Share of loss from investments in associates (30,834)

Finance cost (2,703)

Profit before income tax expenses 13,577

Income tax expenses (20,355)

Loss for the period from discontinued operation (6,778)

Cash flow information from the discontinued operations for the three-month period ended

30 June 2019 are as follows:


Cash flows used in operating activities (136,351)

Cash flows used in investing activities (83,130)

Cash flows from financing activities 248,231


35

11. Elevated train project costs

Movements of the elevated train project cost account during the three-month period ended

30 June 2020 are summarised below.


Consolidated


Net book value as at 1 April 2020 30,268,891

Increase during the period 2,598,472

Capitalised borrowing costs 220,137

Net book value as at 30 June 2020 33,087,500

Capitalisation rate (% per annum) 4.69

12. Investment properties

Movements of the investment property account during the three-month period ended



Consolidated


Separate


Net book value as at 1 April 2020 5,083,616 931,870

Additions during the period - at cost 21,595 20,824

Depreciation for the period (4,587) (3,817)

Net book value as at 30 June 2020 5,100,624 948,877


36

13. Property, plant and equipment

Movements of the property, plant and equipment account during the three-month period

ended 30 June 2020 are summarised below.


Consolidated


Separate


Net book value as at 31 March 2020 4,624,276 3,330,040

Adjustment of right-of-use assets due to TFRS 16

adoption (13,255) -

Net book value as at 1 April 2020 4,611,021 3,330,040

Additions during the period - at cost 181,476 2,194

Disposal / write-off during the period - net book value

as of disposal / write-off date (3,813) (3,800)

Transfer out (7) -


Reversal of allowance for impairment (10,229) -

Net book value as at 30 June 2020 4,678,272 3,306,086

The Company has mortgaged land and construction thereon with net book value in

consolidated financial statements as at 30 June 2020 of Baht 2,985 million (31 March 2020:

Baht 2,998 million) as collateral for guarantee facilities from a financial institution.

14. Right-of-use assets

Movements of the right-of-use assets account during the three-month period ended



Consolidated


Separate


Net book value as at 31 March 2020 - -

Adjustments of right-of-use assets due to TFRS 16

adoption 1,040,789 289,667

Net book value as at 1 April 2020 (Note 2) 1,040,789 289,667

Additions during the period 8,714 2,989


Decrease due to discount on lease (2,103) -

Net book value as at 30 June 2020 998,248 279,203


37

15. Intangible assets

Movements of the intangible asset account during the three-month period ended 30 June 2020

are summarised below.


Consolidated


Separate


Net book value as at 1 April 2020 577,605 13,036

Additions during the period - at cost 32,407 -

Disposal during the period - net book value as of

disposal date (217) -

Transfer in 7 -

Amortisation for the period (26,400) (337)

Net book value as at 30 June 2020 583,402 12,699

16. Other non-current financial assets


30 June 2020

Consolidated


Separate


Debt instruments at amortised cost

Domestic private debt securities 1,523,082 1,523,082

1,523,082 1,523,082

Debt instruments measured at fair value through


Foreign government and government agency bonds (1) 969,323 -

Allowance for change in value (147,615) -

821,708 -

Debt instruments measured at fair value through profit or loss

Domestic unit trust in mutual funds 5,000 5,000

Foreign unit trust in mutual funds 1,773,053 1,773,053

Foreign quoted equity securities 454,466 -

Foreign non-quoted debt securities 3,494,694 3,494,694

5,727,213 5,272,747

Allowance for change in value (769,225) (773,527)

4,957,988 4,499,220


38


30 June 2020

Consolidated


Separate


Equity instruments designated at fair value through


Domestic quoted equity securities 8,286,087 3,385,583

Foreign quoted equity securities 2,169,245 73,781

Domestic non-quoted equity securities 120,575 120,575

Foreign non-quoted equity security 155,724 -

10,731,631 3,579,939

Allowance for change in value (529,401) (165,499)

10,202,230 3,414,440

Total 17,505,008 9,436,742

(1) Issued by foreign governments, government agencies or corporates owned by foreign governments and government agencies.

The Group had sale and purchase transactions of listed securities. The details were as follows:



Consolidated


Separate


2020 2019 2020 2019

Purchases of investments 619 1,023 619 1,005

Sales of investments 5,264 551 5,264 519

17. Short-term loans from financial institutions

Movements of the short-term loan from financial institution account during the three-month

period ended 30 June 2020 are summarised below.


Consolidated


Separate


Balance as at 1 April 2020 4,450,000 4,000,000

Add: Issuance of promissory notes 4,560,000 4,000,000

Less: Repayment (8,450,000) (8,000,000)

Balance as at 30 June 2020 560,000 -

The promissory notes are subject to interest rate at stipulated in the agreements, not

collateralised. These loans are due within 3 months and at call.


39

The loan agreements contain several covenants which, among other things, require the

subsidiary to maintain debt service coverage ratio at the rate prescribed in the agreements.

18. Bills of exchange payables


Consolidated and separate


Balance as at 1 April 2020 12,760,567

Add: Increase 10,190,000

Less: Repayment (12,775,000)

Add: Amortisation of prepaid interest expenses 47,718

Less: Prepaid interest expenses (47,508)

Balance as at 30 June 2020 10,175,777

Bills of exchange are subject to interest rate at rate tied to the market rate, not collateralised

and mature during July to August 2020.

19. Trade and other payables


Consolidated


Separate


30 June

2020

31 March

2020

30 June

2020

31 March

2020

(Audited) (Audited)

Trade payables - related parties 2,336,248 2,608,860 - -

Trade payables 1,431,267 1,964,528 3,686 8,438

Other payables - related parties 109,053 72,136 38,438 47,612

Other payables 339,851 367,820 7,740 6,603

Payables under forward exchange agreements - 457,072 - 125,194

Payables from acquisitions of investments 31,436 68,459 31,414 34,323

Accrued interest expenses - related parties 999 254 710,641 716,155

Accrued interest expenses 239,373 474,293 151,294 237,791

Accrued expenses - related parties 65,082 51,190 52,761 84,508

Accrued expenses 973,188 1,085,922 111,662 106,474

Accrued cost 1,815,427 339,045 - -

Dividend payable 359,041 358,844 143,470 143,522

Total trade and other payables 7,700,965 7,848,423 1,251,106 1,510,620


40

20. Long-term loans from financial institutions



30 June 2020 31 March 2020

(Audited)

Long-term loans 30,915,448 25,942,500

Less: Deferred expenses relating to borrowings (587,547) (568,120)

Net 30,327,901 25,374,380

Less: Current portion (219,850) (239,000)

Long-term loans - net of current portion 30,108,051 25,135,380

Movements of the long-term loan account during the three-month period ended 30 June 2020



Balance as at 1 April 2020 25,942,500

Add: Additional borrowings 5,026,000

Less: Repayment (13,500)

Unrealised gain on exchange rate (39,552)

Balance as at 30 June 2020 30,915,448

As at 30 June 2020, the loans are secured by the pledge of share certificates of the

subsidiaries held by the Company and other shareholders amounting to Baht 29,530 million

(31 March 2020: Baht 24,503 million). In addition, the subsidiaries have pledged bank accounts

with balances as at 30 June 2020 amounting to Baht 47 million (31 March 2020: Baht 121

million) and transferred to the bank the rights to debit or withdraw cash from the accounts to

make loan repayments and related financial fee payments.

The loan agreements contain several covenants which, among other things, require

the subsidiaries to maintain a certain interest bearing debt-to-equity ratio and debt service

coverage ratio at the rate prescribed in the agreements, and maintain incurrence of additional

indebtedness, the major shareholder structure and management structure, and shareholding

in companies as stipulated in the agreements.

In order to hedge the foreign exchange rate and interest rate risks associated with

the long-term loans, the subsidiaries entered into the interest rate swap agreements and a

cross currency and interest rate swap agreement.


41

The details of the interest rate swap agreements as at 30 June 2020 were as follows:

Contractual

Contract date maturity date Notional amount Interest to pay Interest to receive

21 March 2017 28 February 2022 Baht 700 million Fixed rate

specified in

the agreement

6M THBFIX plus a certain

margin specified in the

agreement

27 February 2018 to

20 July 2018

31 December 2032 to

31 December 2034

Baht 40,500 million Fixed rate

specified in

the agreements

6M THBFIX plus a certain

margin specified in the

agreements

The details of the cross currency and interest rate swap agreement as at 30 June 2020 were below.

Amount to pay Amount to receive

Contract date

Contractual

maturity date

Notional

amount Interest rate Notional amount Interest rate

21 March 2017 23 March 2022 Baht 700

million

Fixed rate

specified in the

agreement

Amount in

foreign currency

stipulated in

the agreement

ZTIBOR plus

a certain margin

specified in

the agreement

21. Long-term debentures



30 June

2020

31 March

2020

30 June

2020

31 March

2020

(Audited) (Audited)

Debentures No. 1/2019#1 1,000,000 1,000,000 1,000,000 1,000,000

Debentures No. 1/2019#2 1,300,000 1,300,000 1,300,000 1,300,000

Debentures No. 1/2019#3 3,000,000 3,000,000 3,000,000 3,000,000

Debentures No. 1/2019#4 2,700,000 2,700,000 2,700,000 2,700,000

Debentures No. 1/2019#5 5,000,000 5,000,000 5,000,000 5,000,000

Debentures No. 1/2018#1 3,550,000 3,550,000 3,550,000 3,550,000

Debentures No. 1/2018#2 1,290,000 1,290,000 1,290,000 1,290,000

Debentures No. 1/2018#3 4,660,000 4,660,000 4,660,000 4,660,000

Debentures No. 1/2017#1 1,500,000 1,500,000 1,500,000 1,500,000

Debentures No. 1/2017#2 1,500,000 1,500,000 1,500,000 1,500,000

Debentures No. 1/2017#3 2,000,000 2,000,000 2,000,000 2,000,000

Debentures No. 1/2017#4 2,000,000 2,000,000 2,000,000 2,000,000

Debentures No. 1/2016#2 2,200,000 2,200,000 - -

Debentures No. 1/2016#3 4,100,000 4,100,000 - -

Debentures No. 1/2016#4 10,200,000 10,200,000 - -

Total 46,000,000 46,000,000 29,500,000 29,500,000

Less: Issuing costs (33,713) (36,131) (24,178) (26,058)

Long-term debentures 45,966,287 45,963,869 29,475,822 29,473,942

Less: Current portion (6,048,742) (5,048,579) (6,048,742) (5,048,579)

Long-term debentures - net of

current portion 39,917,545 40,915,290 23,427,080 24,425,363


42

Movements in the debenture account during the three-month period ended 30 June 2020

were summarised below.


Consolidated


Separate


Balance as at 1 April 2020 45,963,869 29,473,942

Add: Amortisation of deferred debentures issuing costs 2,418 1,880

Balance as at 30 June 2020 45,966,287 29,475,822

22. Lease liabilities

Movements in the lease liability accounts during the three-month period ended 30 June 2020



Consolidated


Separate


Balance as at 31 March 2020 - -

Adjustments of lease liabilities due to TFRS 16

adoption 1,051,611 284,909

Liabilities under lease agreement as at 31 March 2020 50,279 37,656

Balance as at 1 April 2020 (Note 2) 1,101,890 322,565

Additions 7,076 2,989

Accretion of interest 7,232 1,508

Payments (52,312) (14,513)

Decrease (2,083) -

Balance as at 30 June 2020 1,061,803 312,549

Less: Current portion (182,994) (48,458)

Lease liabilities - net of current portion 878,809 264,091


43

23. Provision for long-term employee benefits

Movements in the provision for long-term employee benefit account during the three-month

period ended 30 June 2020 are summarised below.


Consolidated


Separate


Balance as at 1 April 2020 1,583,668 126,096

Current service cost 31,199 3,097

Interest cost 8,188 565

Benefits paid during the period (33,397) (3,389)

Balance as at 30 June 2020 1,589,658 126,369

24. Provisions

Movements in provision account during the three-month period ended 30 June 2020 are

summarised below.



Special

business tax

Major maintenance or

restoration of

elevated trains under

service concession Total

Balance as at 1 April 2020 1,036,566 333,573 1,370,139

Increase during the period 8,795 13,619 22,414

Decrease during the period (1,736) (2,298) (4,034)

Balance as at 30 June 2020 1,043,625 344,894 1,388,519

As at 30 June 2020

Current 68,734 - 68,734

Non-current 974,891 344,894 1,319,785

1,043,625 344,894 1,388,519


44

25. Other financial liabilities


30 June 2020

Consolidated


Separate


Other current financial liabilities

Financial liabilities measured at fair value through

profit or loss

Forward exchange agreements 50,437 14,174

Equity derivatives 111,096 -

161,533 14,174



Forward exchange agreements 325,295 -

325,295 -

Total 486,828 14,174

Other non-current financial liabilities


profit or loss


22,890 -




Interest rate swap agreements 6,335,130 -

Cross currency and interest rate swap agreement 72,312 -

6,469,445 -

Total 6,492,335 -

26. Share capital / Share premium

Number of shares Paid up capital Share premium

(Shares) (Baht) (Baht)

Issued and paid-up ordinary shares

As at 1 April 2020 13,154,296,081 52,617,184,324 10,324,412,868

Increase due to exercise of warrants BTS-W5 (Note 27) 52,980 211,920 529,800

Increase due to exercise of warrants BTS-WD (Note 27) 287,060 1,148,240 1,721,413

As at 30 June 2020 13,154,636,121 52,618,544,484 10,326,664,081


45

27. Warrants

Details of warrants movement during the three-month periods ended 30 June 2020 are as

follows:

BTS-W5

Units

BTS-WC

Units

BTS-WD

Units

BTS-WE

Units

As at 1 April 2020 1,319,516,471 7,219,976 15,712,940 18,000,000

Exercised during the period (26,550) (2,975,171) (3,351,050) -

As at 30 June 2020 1,319,489,921 4,244,805 12,361,890 18,000,000

Details of the exercise of warrants during the period are as follows.

Quantity of

exercised

Ordinary shares

issued for exercised Exercise

Date of registration

with the Ministry of

Date of exercise warrants warrants price Commerce

(Units) (Shares) (Baht)

BTS-W5

31 March 2020 52,980 52,980 14.00 3 April 2020

30 June 2020 26,550(1) 26,550 14.00 3 July 2020

Total 79,530 79,530

BTS-WC

30 June 2020 2,975,171(2) 2,975,171 10.19 3 July 2020

Total 2,975,171 2,975,171

BTS-WD

31 March 2020 287,060 287,060 8.53 3 April 2020

30 June 2020 3,351,050(2) 3,351,050 8.53 3 July 2020

Total 3,638,110 3,638,110

(1) The Company received the cash of Baht 371,700 from the exercise of BTS-W5 in July 2020. The Company therefore

presented the receivable of cash from the exercise of the warrants under “Trade and other receivables” and recorded equity

under “Equity from exercise of warrants” in the statements of financial position as of 30 June 2020.

(2) The Company received the cash of Baht 58,901,449 from the exercise of BTS-WC and BTS-WD in June 2020. The Company

therefore recorded equity under “Share subscriptions received in advance” in the statements of financial position as of

30 June 2020.


46

28. Revenue from contracts with customers

Details of revenues are as follows:



Consolidated


Separate


2020 2019 2020 2019

Revenues from provision of operating services 1,162,043 839,104 - -

Advertising income 224,141 536,597 - -

Revenues from provision of golf course 17,036 58,603 17,036 58,603

Other service income 171,691 235,180 14,498 16,025

Sales 31,135 26,109 - -

Total service income and sales 1,606,046 1,695,593 31,534 74,628

Revenues from installation, construction and

train procurement services 8,014,949 6,078,779 - -

Revenues from system installation and

integration services 32,641 57,008 - -

Total revenues from contracting works 8,047,590 6,135,787 - -

29. Interest income

Details of interest income are as follows:



Consolidated


Separate


2020 2019 2020 2019

Interest income under concession agreements 432,508 334,063 - -

Interest income under purchase and

installation of operating system agreement 165,658 104,864 - -

Interest income from financial institutions 13,505 104,583 9,494 23,851

Interest income from related parties 68,197 117,067 100,259 113,969

Interest income from unrelated party 9,730 1,726 9,730 1,726

Total 689,598 662,303 119,483 139,546


47

30. Income tax

Interim corporate income tax was calculated on profit before income tax for the period, using

the estimated effective tax rate for the year.

Income tax expenses for the three-month periods ended 30 June 2020 and 2019 are made

up as follows:


Consolidated


Separate


2020 2019 2020 2019

Current income tax:

Current income tax charge 234,221 255,928 - 181,892

Deferred tax:

Relating to origination and reversal of

temporary differences 37,268 (48,526) (12,824) 22,883

Income tax expenses (benefits) reported

profit or loss 271,489 207,402(1) (12,824) 204,775

(1) Baht 187 million presented under “Continued operation” and Baht 20 million presented under “Discontinued

operation”

The amounts of income tax relating to each component of other comprehensive income for

the three-month periods ended 30 June 2020 and 2019 are as follows:


Consolidated


Separate


2020 2019 2020 2019

Deferred tax relating to gain from

measurement of debt instruments 20,331 - - -

Deferred tax relating to gain from

measurement of equity instruments 827,034 272,833 352,890 64,548

Deferred tax relating to actuarial loss - (14,878) - (910)

Income tax/Deferred tax relating to effect of

cash flow hedges (11,678) (6,462) - -

Total 835,687 251,493 352,890 63,638


48

31. Earnings per share

Basic earnings per share is calculated by dividing profit (loss) for the period attributable to

equity holders of the Company (excluding other comprehensive income) by the weighted

average number of ordinary shares in issue during the period.

Diluted earnings per share is calculated by dividing profit for the period attributable to equity

holders of the Company (excluding other comprehensive income) by the weighted average

number of ordinary shares in issue during the period plus the weighted average number of

ordinary shares which would need to be issued to convert all dilutive potential ordinary shares

into ordinary shares. The calculation assumes that such conversion took place either at

the beginning of the period or on the date the potential ordinary shares were issued.

Details of calculation of earnings per share for the three-month period ended 30 June 2020

and 2019 are as below.



Weighted average number

Profit of ordinary shares Earnings per share

2020 2019 2020 2019 2020 2019

Thousand

Baht

Thousand

Baht

Thousand

shares

Thousand

shares

Baht Baht


Profit attributable to equity holders of the Company 443,412 893,860 13,154,706 11,916,090 0.034 0.075

Effect of dilutive potential ordinary shares

Warrants (BTS-W4) - - - 117,169

Warrants (BTS-WC) - - 657 2,176

Warrants (BTS-WD) - - 3,311 3,179


Profit of ordinary shareholders assuming the

conversion of dilutive potential ordinary shares 443,412 893,860 13,158,674 12,038,614 0.034 0.074


49




Profit (loss) of ordinary shares Earnings per share

2020 2019 2020 2019 2020 2019

Thousand

Baht

Thousand

Baht

Thousand

shares

Thousand

shares

Baht Baht


Profit (loss) attributable to equity holders of the

Company (190,305) 745,330 13,154,706 11,916,090 (0.014) 0.063


Warrants (BTS-W4) - 117,169

Warrants (BTS-WC) - 2,176

Warrants (BTS-WD) - 3,179



conversion of dilutive potential ordinary shares 745,330 12,038,614 0.062

Details of calculation of earnings per share from continued operation for the periods ended

30 June 2020 and 2019 are as below.



Profit


of ordinary shares Earnings per share

2020 2019 2020 2019 2020 2019

Thousand

Baht

Thousand

Baht

Thousand

shares

Thousand

shares

Baht

Baht


Profit attributable to equity holders of the Company 443,412 898,745 13,154,706 11,916,090 0.034 0.075


Warrants (BTS-W4) - - - 117,169

Warrants (BTS-WC) - - 657 2,176

Warrants (BTS-WD) - - 3,311 3,179



conversion of dilutive potential ordinary shares 443,412 898,745 13,158,674 12,038,614 0.034 0.075


50



Profit (loss)


of ordinary shares Earnings per share

2020 2019 2020 2019 2020 2019

Thousand

Baht

Thousand

Baht

Thousand

shares

Thousand

shares

Baht

Baht


Profit (loss) attributable to equity holders of the

Company

(190,305)

745,330

13,154,706

11,916,090 (0.014) 0.063


Warrants (BTS-W4) - 117,169

Warrants (BTS-WC) - 2,176

Warrants (BTS-WD) - 3,179



conversion of dilutive potential ordinary shares 745,330 12,038,614 0.062

32. Dividends

Dividends Approved by Total dividends

Dividend

per share

(Million Baht) (Baht)

Interim dividends for

2019/2020

Board of Directors’ meeting on

8 April 2020 1,973 0.15

Total dividends for the three-month period ended 30 June 2020 1,973


51

33. Segment information

The following table presents revenue and profit information regarding the Group’ s operating segments for the three-month periods ended 30 June

2020 and 2019.


Mass Transit segment Media segment Service segment Elimination

Consolidated

Financial statements

2020 2019 2020 2019 2020 2019 2020 2019 2020 2019

Revenues from external customers 9,575 6,793 196 645 589 964 - - 10,360 8,402

Inter-segment revenues 49 92 7 116 96 232 (152) (440) - -

Total revenues 9,624 6,885 203 761 685 1,196 (152) (440) 10,360 8,402

Segment profit (including net interest income under

agreement with government authorities) 1,770 867 33 559 61 156 - - 1,864 1,582

Unallocated revenues and expenses:

Dividend income 179 58

Interest income 94 225

Other income 138 76

Selling expenses (93) (57)

Administrative expenses (520) (560)

Share of loss from investments in joint ventures (18) (56)

Share of profit (loss) from investments in associates (461) 461

Finance cost (443) (484)

Income tax (271) (187)

Loss from discontinued operation for the period - (7)

Profit for the period 469 1,051

Non-controlling interests of the subsidiaries (26) (157)

Profit attributable to equity holders of the Company 443 894


52

34. Foreign assets/liabilities denominated in foreign currencies

As at 30 June 2020 and 31 March 2020, the Group had financial assets and liabilities in

foreign currencies as follows:


30 June 2020 31 March 2020

Average exchange rate

as at 30 June 2020

Foreign

currency

Financial

assets

Financial

liabilities

Financial

assets

Financial

liabilities

(Million) (Million)

(Audited)

(Million)

(Audited)

(Million)

(Baht per 1 Foreign currency unit)

USD 204 1 174 1 30.8905

EUR 78 4 83 11 34.7015

JPY - 2,273 - 2,273 0.2868

RMB 4 2 3 3 4.3677


30 June 2020 31 March 2020

Average exchange rate

as at 30 June 2020

Foreign

currency

Financial

assets

Financial

liabilities

Financial

assets

Financial

liabilities

(Million) (Million)

(Audited)

(Million)

(Audited)

(Million)

(Baht per 1 Foreign currency unit)

USD 146 - 129 - 30.8905

The Group’s exposure to foreign currency risk arises mainly from cash at banks,

investments, the purchase transactions of spare parts and equipment. The Group seek to

reduce this risk by entering into forward exchange agreements.

As at 30 June 2020, the Group have entered into forward exchange agreements with forward

rates as stipulated in the agreements. These are as follows:

Amount Maturity date

Forward contracts to “Buy”

The subsidiaries

EUR/THB EUR 100 million July 2020 - July 2021

Forward contracts to “Sell”

The Company

USD/THB USD 54 million September 2020 - May 2021

The subsidiary

USD/EUR USD 29 million July 2020

USD/THB USD 41 million September 2023 - July 2024


53

In addition, the subsidiaries’ exposure to foreign exchange rate risks associated with the

long-term loans that are denominated in foreign currencies. The subsidiaries seek to manage

this risk by entering into cross currency and interest rate swap agreements as discussed in

Note 20 to the interim financial statements.

35. Commitments and contingent liabilities

As at the date of the statements of financial position, the Group had commitments and contingent

liabilities as follows:

35.1 Capital commitments

a) The Group had outstanding commitments of approximately Baht 108 million and HKD 2

million (31 March 2020: Baht 112 million and HKD 3 million) (Separate financial statement:

Baht 14 million (31 March 2020: Baht 14 million)) in respect of agreements of consultation,

design and construction projects.

b) The Company had outstanding commitments with a subsidiary (HHT Construction

Company Limited) approximately Baht 13 million (31 March 2020: Baht 33 million) in

respect of renovation and development of golf course.

c) The Company had outstanding commitments of USD 1 million (31 March 2020: USD 1

million) in respect of overseas investments.

d) The subsidiaries had capital commitments of Baht 174 million (31 March 2020: Baht 368

million), relating to the construction, acquisition of equipment and computer software,

ticketing systems and information management system installation, website development

and acquisition of advertising media.

35.2 Lease commitments

The Group has entered into several lease agreements in respect of office building space, motor

vehicles and equipment. The commitments were as follows:


Consolidated


Separate


30 June

2020

31 March

2020

30 June

2020

31 March

2020

(Audited) (Audited)

Payable:

Up to 1 year 16 110 3 60

Over 1 and up to 5 years 6 231 2 133

Over 5 years - 96 - 87


54

Certain obligations will be allocated for collection from BTS Rail Mass Transit Growth

Infrastructure Fund in accordance with bases and assumptions determined by BTSC’s

management. BTSC’s management believes that these bases and assumptions are

appropriate under the current circumstances.

35.3 Service contract commitments

a) The Company entered into a service agreement with related parties which is to furnish

the Company with golf course service business management-related services, furnish the

Company with systems management service. The Company is to pay service fees at a

rate as stipulated in the agreement.

b) A subsidiary had commitments of approximately Baht 168 million (31 March 2020: Baht

172 million) relating to its operations under the agreements of the Bus Rapid Transit (BRT)

project - Chong Nonsi to Sa-pan Krung Thep Line (Chong Nonsi - Ratchaphruek).

c) A subsidiary entered into a Secondment Agreement with a company, whereby the

counterparty agrees to send its employees to the subsidiary to provide support in respect

of project management. The agreement shall be effective from 22 December 2017 until

31 December 2021. The subsidiary is to pay service fees at a rate as stipulated in the

agreement.

d) Subsidiaries had outstanding commitments to pay fees as stipulated in the agreements

as follows:



30 June 2020 31 March 2020

(Audited)

Fees payable:

Up to 1 year 1 57

Over 1 and up to 5 years 5 163

Over 5 years 5 189

These amounts will be adjusted in accordance with actual performance, based on certain

rates stipulated in the agreements.

e) The Group had committed to pay fees totaling Baht 780 million in the future (31 March

2020: Baht 789 million) (Separate financial statements: Baht 112 million (31 March 2020:

Baht 20 million)) relating to service agreements.


55

Certain obligations as described in e) will be allocated for collection from BTS Rail Mass

Transit Growth Infrastructure Fund in accordance with bases and assumptions determined by

BTSC’s management. BTSC’s management believes that these bases and assumptions are

appropriate under the current circumstances.

35.4 Commitments under mass transit operations and related business

35.4.1 Bangkok Mass Transit System Public Company Limited (“BTSC”)

a) Commitments totaling Baht 130 million (31 March 2020: Baht 138 million) in respect of

improvements of BTS Sky Train System.

b) Commitments totaling EUR 8 million and Baht 92 million (31 March 2020: EUR 23 million,

and Baht 237 million) in respect of the acquisitions of 46 4-car trains and related equipment,

and spare parts for 22 4-car trains, for which agreements have already been concluded

(under the agreements concerning the purchases of the trains and related equipment,

BTSC paid advances to contractors (As at 30 June 2020, BTSC presented an outstanding

balance of advances for acquisitions of assets of Baht 138 million (31 March 2020: Baht

306 million), which was the balance net of the amounts recognised as installation costs and

the amounts allocated to be charged to BTS Rail Mass Transit Growth Infrastructure Fund)).

In addition, under the operation and maintenance contract for a mass transit system in

Bangkok, dated 3 May 2012, BTSC also has future commitments in respect of acquisitions

of elevated trains, totaling 70 cars. The trains must be in operation by 2030.

c) Commitments amounting to Baht 187 million (31 March 2020: Baht 224 million) in respect

of 3 2-car trains for the Gold Line Monorail Mass Rapid Transit System project.

d) Commitments under a maintenance contract over a period of 15 years of mass transit

system project, BTSC had commitments in respect of the cost of maintenance and spares

supply service fees in relation to the project over a period of 15 years and the annual

maintenance fees to be paid for the first year, while in future years, the amount to be paid

will be adjusted upwards with reference to the consumer price index.

e) Commitments under a maintenance contract for 22 of the 46 4-car trains, BTSC had

commitments in respect of the cost of maintenance and spares supply service fees in

relation to the project over a period of 16 years as from the year 2019 to the year 2035 and

the annual maintenance fees of Baht 73 million and EUR 1 million, while in future years,

the amount to be paid will be adjusted upwards with reference to the consumer price index.


56

f) Commitments under a station maintenance over a period of 16 years 7 months as from the

year 2018 to the year 2035 which the total contract amount is approximately Baht 1,764

million and EUR 3 million. BTSC had committed to pay service fees of Baht 1,579 million

and EUR 3 million (31 March 2020: 1,600 million and EUR 3 million).

g) Commitments under agreements with contractors relating to the procurement and

installation of electronic and mechanical systems for the mass transit system - Green Line

(Mochit-Sapanmai-Kukot and Bearing-Samutprakan) and Gold Line Monorail. As at

30 June 2020, the subsidiary had committed to pay based on the agreements of Baht 3,676

million (31 March 2020: Baht 4,300 million).

h) Commitments amounting to approximately Baht 266 million (31 March 2020: Baht 299

million) under service agreements with a contractor for the design and construction of

Suksawittaya Station (S4), relating to a memorandum of agreement for the construction of

S4 station between BTSC, BTSGIF and another company dated 10 August 2016. BTSC is

responsible for procurement and the counterparty with the contractor, while BTSGIF and

the other company are responsible for construction costs totaling not more than Baht 650

million.

i) Commitments under an agreement granting rights to operate the Bus Rapid Transit (BRT)

project, whereby the subsidiary is to pay fees to Krungthep Thanakom Company Limited

under conditions stipulated in the agreement.

The obligations as described in a), b), d), e) and h) will be allocated for collection from BTS

Rail Mass Transit Growth Infrastructure Fund in accordance with bases and assumptions

determined by BTSC’s management. BTSC’s management believes that these bases and

assumptions are appropriate under the current circumstances.

35.4.2 Northern Bangkok Monorail Company Limited and Eastern Bangkok Monorail

Company Limited

Commitments totaling EUR 90 million and Baht 24,363 million (31 March 2020: EUR 105

million and Baht 26,986 million) in respect of the design and construction of civil works, the

procurement of electronic and mechanical systems and related equipment and the other

related services for the MRT Pink Line Project and the MRT Yellow Line Project (Under

these agreements, the subsidiaries paid advances amounting to EUR 8 million, equivalent

to Baht 319 million, and Baht 2,603 million (31 March 2020: EUR 10 million, equivalent to

Baht 374 million, and Baht 3,049 million)).


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35.5 Guarantees

a) The Group had outstanding bank guarantees issued by a bank amounting to Baht 210

million (Separate financial statement: Baht 49 million) (31 March 2020: Baht 210 million

(Separate financial statement: Baht 49 million)) to guarantee contractual performance,

electricity use, in respect of certain performance bonds as required in the normal course

of business and Baht 105 million (31 March 2020: Baht 105 million) to guarantee

compliance with the Purchase and Installation of Operating System (Electric and

Mechanic) Agreement.

BTS Rail Mass Transit Growth Infrastructure Fund will be responsible for the bank

guarantees amounting to Baht 38 million (31 March 2020: Baht 38 million) issued by a

bank on behalf of the Company to the Metropolitan Electricity Authority to guarantee

electricity use.

b) The Company received an approval of credit facility of letter of guarantee from a

commercial bank amounting to Baht 1,575 million. The Company used the credit facility

to issue letter of guarantee for the joint venture (U-Tapao International Aviation

Company Limited) to guarantee compliance with the joint venture contract for the

U-Tapao International Airport and Eastern Aviation City Development Project. In

addition, the Company also provided the guarantee of not exceeding Baht 10,306 million

to Eastern Economic Corridor for the damages exceeding the amount of bank guarantee

above.

c) The subsidiaries had outstanding bank guarantees that were issued by the bank on

behalf of the subsidiaries, amounting to Baht 5,000 million (31 March 2020: Baht 5,000

million) to guarantee compliance with the concession contracts for the MRT Pink and

Yellow Line Projects. The Company provided guarantees for the bank guarantee in

proportion to its shareholdings in the subsidiaries.

d) The Company provided a guarantee on BTSC’s compliance to BTS Rail Mass Transit

Growth Infrastructure Fund as described in Sponsor Support and Guarantee Agreement.

e) The Company entered into the Sponsor Support Agreement two subsidiaries. The

Company agreed to provide financial support in the form of shareholders’ loans or the

provision of shareholders guarantee in proportion of investment.


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35.6 Other commitments

a) To prevent conflicts of interest in the property development business between the

Company and U City, the Company agrees to grant U City the three rights under the terms

and conditions as stipulated in the agreement i.e. (1) right of first refusal to purchase or to

take on lease of land and/or buildings used in the property business of the Group and to

purchase shares in the subsidiaries holding land and/or buildings used in the property

business, at the price not less favorable than those offered to the third party (2) call option

to purchase or to take on lease of land and/or buildings and right to purchase shares in

any subsidiary holding land and/or buildings at a fair value, and (3) right to be appointed

as a property manager under a property management agreement and right to be

appointed as a real estate agent under a real estate agency agreement based on terms

and conditions in the normal course of business.

b) The Company had commitments amounting to Baht 4,112 million (31 March 2020: Baht

4,112 million) for payments of subsidiaries’ registered share capital which has not been

called-up.

35.7 Litigations

During the period, there was no significant progress of the litigation for the year ended

31 March 2020, except the following:

35.7.1 Dispute between Midas Global Media Co., Ltd. (“Midas”) (as a claimant) and VGI (as a

respondent) on the ground of a breach of contract in relation to the default of

Shareholders Agreement

On 25 June 2018, Midas, a former joint venture company between VGI and Deelight

Multimedia Co., Ltd. (“Deelight”), submitted a dispute to the Thai Arbitration, Black Dispute

No. 37/2561, claiming that VGI was in breach of Midas’ Shareholders Agreement dated

5 February 2014 (the “Shareholders Agreement”) made between VGI and Deelight, and

requiring for damages in the amount of Baht 1,004 million with an interest at the rate of 7.5%

per annum.

On 7 February 2020, VGI was notified of the arbitration award dated 5 February 2020,

rendered by a majority vote of the Tribunal (2:1), decided that VGI was in breach of contract

and that VGI must pay damages to Midas in the amount of Baht 579 million with an interest

at the rate of 7.5% per annum from the date of the dispute submission (i.e. 25 June 2018)

until completion of payment. On 2 April 2020, Midas filed a motion to the Civil Court to render

the judgment enforcing VGI to abide by the arbitration award. Currently, the motion is under

the consideration of the Civil Court.

In this regard, VGI and the legal consultant of VGI had a different opinion from such

arbitration award and are of the view that the said arbitration award may be both factually

and legally deviated. As such, on 5 May 2020, VGI filed the motion to the Civil Court to

abrogate the said arbitration award. Currently, the motion is under the consideration of the

Civil Court.


59

As the said dispute has not been final and binding and the executive of VGI is certain that

VGI duly complied with its contractual obligations according to the Shareholders Agreement,

the provisions from the said dispute thus was not recorded in the financial statements for the

period.

35.7.2 Civil case between Midas (as a plaintiff) and VGI and MACO (as defendants) accusing

of wrongful act

On 14 February 2018, Midas filed a civil lawsuit against VGI and MACO accusing VGI and

MACO of wrongful act, claiming damages in the amount of Baht 24 million with an interest

at the rate of 7.5% per annum, on grounds of the Airtime on 4 LED Billboards Agreement

dated 31 January 2017 between Midas and MACO. On 12 September 2019, the Civil Court

dismissed the case as the facts which Midas presented to the court did not accountably

proved that VGI and MACO jointly committed fraud against Midas which might have caused

trading damage. Therefore, they did not constitute a wrongful act against Midas. On

9 January 2020, Midas submitted a motion to appeal and on 1 July 2020, VGI submitted its

pleadings. Currently, this case is under the consideration of the Appeal Court. The executive

of VGI is certain that they did no action that would constitute a wrongful act against Midas.

Therefore, there is no reason to be liable to Midas for any damages.

36. Fair value hierarchy

As of 30 June 2020, the Group had the assets and liabilities that were measured at fair value

using different levels of inputs as follows:



Level 1 Level 2 Level 3 Total

Assets measured at fair value

Equity instruments 8,606 1,621 272 10,499

Debt instruments - 2,490 3,530 6,020

Derivative warrants - 73 - 73

Forward exchange agreements - 30 - 30

Land - 2,326 - 2,326

Liabilities measured at fair value

Equity derivatives - 111 - 111


Cross current and interest rate swap

agreement - 72 - 72

Interest rate swap agreements - 6,335 - 6,335


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Level 1 Level 2 Level 3 Total

Assets measured at fair value

Equity instruments 3,528 64 119 3,711

Debt instruments - 989 3,530 4,519


Land - 2,326 - 2,326

Liabilities measured at fair value


Fair value valuation techniques and inputs for Level 3 valuation

The fair values of investments in close - end funds were determined based on the net asset

value and translated using the closing exchange rate for financial assets in foreign

currencies.

The fair values of investments in debt instruments were determined based on discounted

future cash flow and valuation model techniques, using an appropriate risk-adjusted discount

rate.

The fair values of investments in equity instruments for non-listed companies were

determined based on the latest round funding of entities or cost or adjusted net asset value,

depending on which value is more appropriate.

37. Events after the reporting period

37.1 On 16 July 2020, a meeting of the VGI’s Board of Directors approved for the payment of a

final dividend for 2020 of Baht 0.061 per share, or a total of not more than Baht 525 million.

VGI paid interim dividend of Baht 0.045 per share, totaling Baht 387 million. The outstanding

dividend of Baht 0.016 per share, or a total of not more than Baht 138 million will be paid to

the shareholders. This dividend will be recorded in the second quarter of the current year.

37.2 On 17 July 2020, a meeting of the BTSC’s Annual General Meeting approved for the payment

of a final dividend for the accounting period ended 31 March 2020 of Baht 0.16 per share, or

a total of not more than Baht 2,571 million. BTSC paid interim dividend of Baht 0.07 per

share, totaling Baht 1,125 million. The outstanding dividend of Baht 0.09 per share, or a total

of not more than Baht 1,446 million will be paid to the shareholders. This dividend will be

recorded in the second quarter of the current year.


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37.3 On 20 July 2020, the Annual General Meeting of shareholders of the Company passed the

following significant resolutions:

a) Approval for the dividend payment of Baht 6,315 million for the fiscal year ended 31 March

2020. The Company paid the interim dividend of approximately Baht 4,341 million. The

outstanding dividend of Baht 1,974 million (at a rate of Baht 0.15 per share) is to be paid

to the shareholders. This dividend will be recorded in the second quarter of the current

year.

b) Approval for the plan to increase the Company’s registered capital of not exceeding Baht

4,400 million under a general mandate by issuing up to 1,100 million new ordinary shares

with a par value of Baht 4 each to private placement offerings.

c) Approval for the decrease in the Company’s registered share capital from Baht

62,618,389,192 to Baht 58,043,608,144 by canceling 1,143,695,262 unissued ordinary

shares with a par value of Baht 4 each, which were (1) the shares offered to private

placement offerings pursuant to the plan to increase the Company’s registered capital

under the general mandate, as approved by the 2019 Annual General Meeting of

Shareholders held on 22 July 2019, (2) the shares reserved to accommodate the

exercise of BTS-W4 Warrants which expired, and (3) the outstanding shares reserved to

accommodate exercise of BTS-W5 Warrants.

d) Approval for the increase the Company’s registered share capital from Baht

58,043,608,144 to Baht 62,533,050,788 by issuing 1,122,360,661 ordinary shares with

a par value of Baht 4 each, to accommodate (1) the adjustment of rights for the BTS-W5

Warrants in the amount of not exceeding 22,360,661 shares, and (2) the offer of shares

to private placement offerings pursuant to the plan to increase of the Company’s

registered capital of not exceeding 1,100 million shares under the general mandate.

e) Approval for the allocation of additional ordinary shares as described in d).

f) Approval for the issuance and offering of debentures of the Company for an amount, not

exceeding Baht 60,000 million (which is considered as an increase in the amount of Baht

30,000 million, which has been approved by the Annual General Meeting of shareholders

of the Company for the year 2016).


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37.4 On 4 August 2020, the Company, Gulf Energy Development Public Company Limited

(“GULF”), Sino-Thai Engineering & Construction Public Company Limited (“STEC”) and

RATCH Group Public Company Limited (“RATCH”) established joint ventures under the

names of “BGSR 6 Company Limited” and “BGSR 81 Company Limited” to jointly invest with

government agencies in the design, construction and maintenance of civil works and

collection system of Intercity Motorway Projects, with registered share capital of Baht 1,000

million and Baht 850 million, respectively, in which those companies’ respective interests

are 40%, 40%, 10% and 10%, respectively.

38. Approval of interim financial statements

These interim financial statements were authorised for issue by the Company’s Board of

Directors on 13 August 2020.

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