Symphony International Holdings Limited

 

Financial Results for the year ended 31 December 2024

 

 

Symphony International Holdings Limited ("Symphony" or the "Company" or "SIHL") announces results for the year ended 31 December 2024. 

 

Introduction

 

The Company is an investment company initially incorporated as a limited liability company under the laws of the British Virgin Islands on 5 January 2004.  The Company voluntarily re-registered itself as a BVI Business Company on 17 November 2006. The Company's investment objectives are to increase the aggregate net asset value of the Company ("NAV") calculated in accordance with the Company's policies through strategic longer-term investments primarily in Asian businesses, across a variety of sectors including healthcare, hospitality, lifestyle (including branded real estate developments), logistics and education and through investments in special situations and structured transactions, which have the potential to generate attractive returns and to enhance the NAV.

 

The Company was admitted to the Official List of the UK Listing Authority on 3 August 2007 under Chapter 14 of the UK Listing Rules and its securities were admitted to trading on the London Stock Exchange's main market for listed securities on the same date.

 

As at 31 December 2024, the issued share capital of the Company was US$409.70 million (2023: US$409.70 million) consisting of 513,366,198 (2023: 513,366,198) ordinary shares.

 

Symphony's Investment Manager is Symphony Asia Holdings Pte. Ltd. ("SAHPL" or the "Investment Manager").  The Company has an Investment Management Agreement with SAHPL as the Investment Manager.

 

Net Asset Value

 

Symphony's NAV is the sum of its cash and cash equivalents, temporary investments, the fair value of unrealised investments (including investments in subsidiaries, associates and joint ventures) and other assets, less other liabilities. Symphony's NAV may not be comparable to the net asset value in the unaudited financial statements.  The primary measure of SIHL's financial performance and the performance of its subsidiaries will be the change in Symphony's NAV per share resulting from changes in the fair value of investments.

 

The NAV attributable to the ordinary shares on 31 December 2024 was US$0.8533 (2023: US$0.7427) per share.  This represents a 14.90% increase over the NAV per share at 31 December 2023.

 

 

 

Chairmen's Statement

Dear Shareholders,

We are pleased to share our update on Symphony's investments and developments over the past year. Generally, we saw financial markets make a strong recovery in 2024, driven by easing inflation and a more accommodative monetary policy. Central banks in the US and Europe reduced interest rates, while China introduced stimulus measures, benefiting a range of asset classes, including private equity and real estate.

Thematic trends, particularly advancements in artificial intelligence, provided additional momentum for US stocks. The "Magnificent Seven" gained approximately US$4.8 trillion in market capitalization, accounting for almost half of the S&P 500's 24.30% gain in 2024. Meanwhile, Asian markets, excluding Japan, experienced more moderate growth, with the MSCI ex-Japan index increasing by 9.72%.

At the start of 2025, optimism surrounding further interest rate reductions, additional stimulus from China, and a catch-up in valuations of Asian companies have supported further gains in financial markets in this region. However, while we anticipate these trends to further bolster risk assets, we remain cautious due to ongoing geopolitical risks, including trade-related barriers. Nevertheless, Asia continues to provide excellent diversification opportunities as its economies shift towards domestic consumption and intra-regional trade. Rising GDP per capita is accelerating this transition, benefiting Symphony's investments in the logistics, healthcare, hospitality, education, new economy and luxury-branded real estate.

Symphony's NAV increased by 14.90% year-over-year to US$438.07 million in 2024, primarily due to an increase in valuation of our unlisted investments, most notably ASG Hospital Private Limited ("ASG"), Liaigre Hospitality Ventures Pte. Ltd. ("LHV") and Minuet Limited ("Minuet"). Throughout the year, Symphony made follow-on investments of US$12.39 million and partial realizations of US$1.61 million. In line with our policy announced previously, we will continue to support our investee companies, but are actively positioning more mature investments for exit and not making any new investments. In January 2025, we successfully exited our interest in Solar Square Energy Pvt. Ltd., an Indian rooftop solar solutions provider, achieving a net annualized return of 68.96% and a multiple of 5.44 times our cost of investment.

In the healthcare sector, ASG continued to expand its network of eye hospitals and made significant progress in repositioning Vasan Health Care Pvt. Ltd., which was consolidated in 2023. Vasan has returned to growth, with improving margins expected to drive future profitability for the group. ASG completed a rights issue in early 2025, with participation from all shareholders, including Symphony. The new capital will allow ASG to execute on its pipeline of opportunities to grow the business and reach a scale that will support multiple exit opportunities. Our other healthcare investment, Soothe Healthcare Private Limited ("Soothe") that manufactures and distributes fast-moving consumer healthcare products, achieved positive earnings before interest, tax, depreciation and amortisation ("EBITDA") for the year ended December 31, 2024. The result is following a restructuring effort that streamlined its operations. With a more efficient structure in place, Soothe is focused on scaling its business.

LHV is a joint venture with the shareholders of the Liaigre Group ("Liaigre") that is developing a residential and hospitality project in Florence, Italy. With all necessary approvals and permits secured, demolition works commenced in Q3 2023 and the development is expected to be completed in late 2027. Once completed, the development will span over 22,000 square meters and include a 89-key hotel, 11 residences and extensive facilities designed by the renowned Liaigre Design Studio. The development is one of the last hotels approved to be developed in the historical centre of Florence and will be managed by a top-tier hospitality operator.

Our other larger investment in the real estate sector is Minuet Limited, which holds 29.88 hectares of land in Bangkok, Thailand. The value of this investment has increased due to rising land prices and infrastructure improvements in the area. We believe valuations are approaching levels that would support an attractive exit. We are working closely with our joint venture partner to achieve the best outcome.

One of our more recent investments in the real estate sector is Isprava Vesta Private Limited, which specializes in luxury branded villa developments in India. This business has continued to grow sales with new more accessible product categories that are in high demand. There has been strong investor interest in this business and we marked-up our investment to 1.38 times our cost following a secondary transaction in the shares of the company during 2024.

Symphony's two remaining real estate investments include land in Niseko, Japan, and a hotel and residence development in Desaru Coast, Malaysia. We are actively working with our partners to maximize value for these investments and hope to make some exciting announcements in the near future.

Symphony's investment in Indo Trans Logistics Corporation ("ITL"), Vietnam's largest independent logistics company, saw a 40.03% year-over-year growth in EBITDA in 2024, following a sector-wide slowdown in 2022 and 2023. The company's outlook remains positive as Vietnam's domestic economy continues to recover. The pro-business new government is expected to drive economic growth that will benefit ITL.

In the hospitality sector, Minor International Pcl ("MINT") delivered record financial performance in 2024. However, its strong operating results have yet to be fully reflected in its share price. The planned flotation of a real estate investment trust in 2025 is expected to facilitate a debt reduction program that we expect to serve as a catalyst for share price appreciation.

Our lifestyle sector investments faced challenges due to a slowdown in the housing and luxury goods markets, driven in part by a higher inflation and interest rate environment. As a result, Liaigre's retail operations underperformed in Europe and the US. However, Liaigre interior architecture business that focuses on large projects has been strong with the pipeline of projects reaching an all-time high. Liaigre has also seen increasing demand from new markets, including Middle East, Australia, and India. The other investment in this sector is Chanintr Living Limited ("Chanintr"), a luxury lifestyle company in Thailand. Similarly, Chanintr's retail operations remained weak in 2024, but this was partly offset by a pivot to target furniture solution sales to commercial real estate clients.

In the education sector, Wellington College International Bangkok ("WCIB"), our joint venture, has continued to outperform, with student enrolment reaching close to one thousand. There has been third-party investor interest in our stake, but we believe it will be premature to exit at this time given the business is in its ramp-up stage. We continue to monitor the business and will seek an exit where we can maximise value for our shareholders.

As of December 31, 2024, Symphony had nine investments, including Solar Square, in the new economy sector, representing 8.88% of NAV or US$38.89 million. During the year, we funded US$3.69 million in follow-on investments across four of these companies.

Our largest investment in this sector is Meesho, a social e-commerce platform for micro-entrepreneurs, small to medium enterprises and consumers in India. While the company completed a new funding round in 2024 at a valuation slightly below our investment cost, we believe the long-term potential is strong as this business continues to grow its net merchandise value and revenue. Meesho is moving its domicile from the US to India and is expected to list there in late 2025 or 2026.

Symphony's investment in Good Capital Partners ("GCP"), an investment manager focused on seed investments in India, provides exposure to this burgeoning start-up environment. In addition to committing to its two funds managed by GCP, Symphony also owns a minority interest in the Manager. At 31 December 2024, the first and second fund had made investments in 80 and 10 companies and had an overall multiple of investment capital of 2.23 times and 1.08 times, respectively.

Kieraya Furnishing Solutions Pvt. Ltd., provides residential furniture rental services that reached its highest-ever subscriber numbers, surpassing a hundred thousand at the end of 2024.The business is now profitable and continues to scale, which should provide attractive exit opportunities in the future. However, not all investments in this sector have performed as expected. Smarten Spaces, a software-as-a-service company, continues to face challenges due to a shareholder blocking fundraising efforts, which has hampered growth. We are actively working to resolve this issue. Other underperforming investments include August Jewellery Pvt. Ltd. (a fast-fashion jewellery company) and Catbus Infolabs Private Limited (a last-mile logistics provider), both of which values have been written down.

In accordance with our updated strategy announced in 2023, Symphony is actively exploring full and partial exits for multiple investments. We anticipate making further announcements throughout the year. Barring ongoing geopolitical tensions, we are optimistic the market for private investments will continue to improve.

We are grateful to our Shareholders and partners for your continued trust and support.

Sincerely,

Georges Gagnebin

Chairman, Symphony International Holdings Limited

 

Anil Thadani

Chairman, Symphony Asia Holdings Pte. Ltd.

 

28 March 2025

 

 

Investment Manager's Report

This "Investment Manager's Report" should be read in conjunction with the financial statements and related notes of the Company.  The financial statements of the Company were prepared in accordance with the International Financial Reporting Standards ("IFRS") and are presented in U.S. dollars.  The Company reports on each financial year that ends on 31 December.  In addition to the Company's annual reporting, NAV and NAV per share are reported on a quarterly basis being the periods ended 31 March, 30 June, 30 September and 31 December.  The Company's NAV reported quarterly is based on the sum of cash and cash equivalents, temporary investments, the fair value of unrealised investments (including investments in unconsolidated subsidiaries, associates and joint ventures) and any other assets, less any other liabilities.  The financial results presented herein include activity for the period from 1 January 2024 through 31 December 2024, referred to as "the year ended 31 December 2024".

Our Business

Symphony is an investment company incorporated under the laws of the British Virgin Islands.  The Company's shares were listed on the London Stock Exchange on 3 August 2007.  Symphony's investment objective is to create value for shareholders through longer term strategic investments in high growth innovative consumer businesses, primarily in the healthcare, hospitality, lifestyle (including branded real estate developments), logistics, education and new economy related sectors that are expected to be fast growing in Asia, as well as through investments in special situations and structured transactions.

In September 2023, the Company announced it adopted an updated strategy, being the orderly realisation of its investments with a view to maximising return on investment for Symphony's shareholders. 

Symphony's Investment Manager is Symphony Asia Holdings Pte. Ltd. ("SAHPL"). The Company entered into an Investment Management Agreement with SAHPL as the Investment Manager.  Symphony Capital Partners Limited ("SCPL") is a service provider to the Investment Manager.

 

SAHPL's licence for carrying on fund management in Singapore is restricted to serving only accredited investors and/or institutional investors.  Symphony is an accredited investor.

 

Investments

 

At 31 December 2024, the total amount invested by Symphony since admission to the Official List of the London Stock Exchange in August 2007 was US$644.52 million (2023: US$632.13 million). SIHL's total cost of its unrealised investment portfolio after taking into account shareholder loan repayments, redemptions, partial realisations, dividends and interest income was US$43.56 million at 31 December 2024, up from US$33.59 million a year earlier.

 

The change is due to (i) follow-on investments, including related to fund commitments, amounting to US$12.39 million (ii) realisations of US$1.51 million and (iii) net dividends income of US$0.91 million.

 

The fair value of investments, excluding temporary investments, held by Symphony was US$468.18 million at 31 December 2024, which compares to US$390.23 million a year earlier.  This change comprised an increase in the value of listed and unlisted securities by US$67.08 million, new and follow-on investments of US$12.39 million less realisations (including divestments, shareholder loan repayments and return of capital) amounting to US$1.51 million.

Cost and fair value of investments by sector

 

		2024
		Cost1	Fair value	NAV3
		US$'000	US$'000	%
Healthcare		18,693	98,318	22.44%
Hospitality		(245,084)	46,264	10.56%
Lifestyle4		61,523	17,252	3.94%
Education		27,883	18,285	4.17%
Logistics		35,278	69,148	15.78%
Lifestyle / Real Estate4		94,802	180,022	41.09%
New economy		50,468	38,887	8.88%
Subtotal		43,563	468,176	106.86%
Temporary investments2			(30,105)	(6.86%)
Net asset value			438,071	100.00%

 

		2023 (Restated)4
		Cost1	Fair value	NAV3
		US$'000	US$'000	%
Healthcare		17,229	59,166	15.52%
Hospitality		(244,143)	52,545	13.78%
Lifestyle4		63,002	23,680	6.21%
Education		26,793	15,319	4.02%
Logistics		35,278	74,591	19.56%
Lifestyle / Real Estate4		88,660	128,419	33.68%
New economy		46,774	36,507	9.58%
Subtotal		33,593	390,227	102.35%
Temporary investments2			(8,965)	(2.35%)
Net asset value			381,262	100.00%

 

(1)     Cost of investments includes all unrealized investments after deducting shareholder loan repayments, redemptions, partial realisations, dividends and interest income. This adjusted figure more accurately reflects the capital invested after accounting for returns over the life of the investment.

 

(2)     Temporary investments include cash and cash equivalents and is net of accounts receivable and payable.

 

(3)     NAV is based on the sum of our cash and cash equivalents, temporary investments, the fair value of unrealised investments (including investments in subsidiaries and associates) and any other assets, less all liabilities.

 

(4)     In previous reporting LHV was included in Lifestyle sector as part of the Liaigre Group. LHV has been separated from the Liaigre Group and included in the Life/ Real Estate sector for 2023 and 2024 cost and fair value by sector.

 

As at 31 December 2024, we had the following investments:

 

ASG

 

ASG Hospital Private Limited ("ASG") is a full-service eye-healthcare provider with operations in India, Africa, and Nepal. ASG was co-founded in Rajasthan, India in 2005 by Dr. Arun Singhvi and Dr. Shashank Gang. ASG's operations have since grown to 150 clinics, which offer a full range of eye-healthcare services, including outpatient consultation and a full suite of inpatient procedures (cataract, retina surgeries, Lasik, glaucoma, cornea and other complicated eye surgeries). ASG also operates an optical and pharmacy business, which is located within its clinics.

 

Consultation and surgical volumes continue to grow at ASG hospitals and at Vasan Health Care Pvt. Ltd ("Vasan"), which was consolidated in March 2023. The integration and revitalization of Vasan, which added 90 clinics to the group, is on track. ASG raised funds from existing shareholders in early 2025 to facilitate the execution of a pipeline of organic and inorganic opportunities. Improving margins at Vasan is expected to be a key profit driver for the group in the coming years.

 

Symphony's net investment cost in ASG was US$5.11 million at 31 December 2024 (2023: US$3.65 million). The fair value of Symphony's investment on the same date was US$83.63 million (2023: US$40.97 million).  The increase in value is due to growth in EBITDA. Symphony participated with other shareholders at the end of 2024 to purchase secondary shares in the company.

 

Minuet Limited

 

Minuet Ltd ("Minuet") is a joint venture between the Company and an established Thai partner. The Company has a direct 49% interest in the venture and is considering several development and/or sale options for the land owned by Minuet, which is located in close proximity to central Bangkok, Thailand.  As at 31 December 2024 Minuet held approximately 186.75 rai (29.88 hectares) of land in Bangkok, Thailand.

 

The Company initially invested approximately US$78.30 million by way of an equity investment and interest-bearing shareholder loans.  Since the initial investment by the Company, Minuet has received proceeds from rental income and partial land sales. As at 31 December 2024, the Company's investment cost (net of shareholder loan repayments) was approximately US$13.13 million (2023: US$13.13 million). The fair value of the Company's interest in Minuet on the same date was US$83.42 million (2023: US$61.76 million) based on an independent third-party valuation of the land plus the net value of the other assets and liabilities of Minuet. The change in value of Symphony's interest is due to an appreciation in land value driven by higher transacted prices paid for comparable land used in the independent third-party valuation report.

 

Indo Trans Logistics Corporation

 

Indo Trans Logistics Corporation ("ITL") was founded in 2000 as a freight-forwarding company and has since grown to become Vietnam's largest independent integrated logistics company with a network that is spread across Vietnam, Cambodia, Laos, Myanmar, and Thailand. ITL has grown to national champion status in Vietnam.

 

The business continued to recover during 2024 with domestic consumption and trade improving. Revenue and EBITDA grew 22.61% and 40.03% in 2024 year-over-year. Freight volumes are forecast to grow further in 2025 and the Vietnamese economy is expected to benefit from government stimulus policies and strong foreign direct investment. ITL is strategically expanding in areas of the business to benefit from the ongoing recovery. Management have also been successful in improving efficiency that has benefited the groups margins.

Symphony acquired a significant minority interest in Indo Trans Logistics Corporation ("ITL") in June 2019 for US$42.64 million and had a net cost of US$35.28 million at 31 December 2024 (2023: US$35.28 million). The fair value of Symphony's interest in ITL on the same date was US$69.15 million, which compares to US$74.59 million at 31 December 2023. The change in value is due to a decrease in market the median of comparable company multiples used to value the investment by 28.52%, a depreciation in Vietnamese dong by 4.77% and reduced cash on the balance sheet, which was partially offset by an increase in EBITDA.

 

Liaigre Hospitality Ventures Limited

 

Liaigre Hospitality Ventures Limited ("LHV") is a joint venture with the shareholders of the Liaigre Group ("Liaigre") that is developing a residential and hospitality project in Florence, Italy. LHV entered into agreements to acquire a majority interest in a development project in January 2022. After a seven-year planning and approval process, building permits were received in March 2024 that allow for a luxury 89-room hotel with 11 branded residences, which will be sold as part of the project. The property consists of several historical and two new buildings, which interior design is by the renowned Liaigre Design Studio. Construction is underway and the hotel is expected to open in late 2027 under the management of a five-star hotel operator.

 

Symphony's gross investment cost in Liaigre was US$19.21 million at 31 December 2024 (2023: US$13.07 million). The fair value of Symphony's investment at 31 December 2024 was US$53.26 million (2023: US$13.18 million). The investment was fair valued at 31 December 2024 by an independent third party valuer. Symphony invested US$6.14 million in the LHV in 2024 and it expects to fund a further €8-10 million over the next two years for its share of development costs.

 

Minor International Public Company Limited

 

Minor International Public Company Limited ("MINT") is a diversified consumer business and is one of the largest hospitality and restaurant companies in the Asia-Pacific region.  MINT is a company that is incorporated under the laws of Thailand and is listed on the Stock Exchange of Thailand.

 

MINT owns 372 hotels and manages 190 other hotels and serviced suites with 81,344 rooms.  MINT owns and manages hotels in 58 countries predominantly under its own brand names that include Anantara, Oaks, NH Collection, NH Hotels, nhow, Elewana, AVANI, Per AQUUM and Tivoli.

 

As at 31 December 2024, MINT also owned and operated 2,699 restaurants under the brands The Pizza Company, Swensen's, Sizzler, Dairy Queen, Burger King, Beijing Riverside, Thai Express, Bonchon, Benihana and The Coffee Club amongst others. Approximately 77% of these outlets are in Thailand with the remaining number in other Asian countries, the Middle East, Mexico, Canada and Europe.  MINT's operations also include contract manufacturing and an international consumer brand distribution business in Thailand focusing on fashion and lifestyle retail, wholesale and direct marketing channels under brands that include Anello, Bossini, Charles & Keith and Zwilling J.A. Henckels amongst others.

 

MINT reported its highest ever core net profit that was driven by a strong performance of hotel and restaurant operations. Core revenue and EBITDA grew by 8.18% and 4.28%, respectively, in 2024 year-over-year.  Growth in global tourism and a successful pricing strategy increased revenue per available room at hotel properties in Europe and Asia. Performance was further enhanced with new properties that added over three thousand rooms to the groups inventory. Meanwhile, increased customer traffic and transaction volumes at restaurant outlets in Thailand and Singapore contributed to total system sales growth. This was driven by new product launches, marketing campaigns, outlet expansion and successful loyalty programs.

 

Symphony's gross investment cost in MINT was US$82.82 million at 31 December 2024 (2023: US$82.82 million). The net cost on the same date, after deducting partial realisations and dividends received, was (US$244.08 million) (2023: (US$244.14 million)).  The negative net cost is due to the proceeds from partial realisations and dividends being in excess of cost for this investment.  The fair value of Symphony's investment in MINT at 31 December 2024 was US$46.26 million (2023: US$52.55 million).  The change in value is predominantly due to a decrease in share price by 11.97%.  

 

Other Investments

 

In addition to the investments above, Symphony has 16 additional non-material investments at 31 December 2024.  Pending investment in suitable opportunities, Symphony has placed funds in certain temporary investments. 

 

Capitalisation and NAV

 

As at 31 December 2024, the Company had US$409.7 million (2023: US$409.7 million) in issued share capital and its NAV was US$438.07 million (2023: US$381.26 million).  Symphony's NAV is the sum of its cash and cash equivalents, temporary investments, the fair value of unrealised investments (including investments in subsidiaries, associates and joint ventures) and any other assets, less any other liabilities.  The unaudited financial statements contained herein may not account for the fair value of certain unrealised investments.  Accordingly, Symphony's NAV may not be comparable to the net asset value in the unaudited financial statements.  The primary measure of SIHL's financial performance and the performance of its subsidiaries will be the change in Symphony's NAV per share resulting from changes in the fair value of investments.

 

Symphony was admitted to the Official List of the London Stock Exchange ("LSE") on 3 August 2007 under Chapter 14 of the Listing Manual of the LSE.  The proceeds from the IPO amounted to US$190 million before issue expenses pursuant to which 190.0 million new shares were issued in the IPO.  In addition to these 190.0 million shares and 94.9 million shares pre-IPO, a further 53.4 million shares were issued comprising of the subscription of 13.2 million shares by investors and SIHL's investment manager, the issue of 33.1 million bonus shares, and the issue of 7.1 million shares to SIHL's investment manager credited as fully paid raising the total number of issued shares to 338.3 million.

 

The Company issued 4,119,490 shares, 2,059,745 shares, 2,059,745 shares and 2,059,745 shares on 6 August 2010, 21 October 2010, 4 August 2011 and 23 October 2012, respectively, credited as fully paid, to the Investment Manager, Symphony Investment Managers Limited.  The shares were issued as part of the contractual arrangements with the Investment Manager.

 

On 4 October 2012, SIHL announced a fully underwritten 0.481 for 1 rights issue at US$0.60 per new share to raise proceeds of approximately US$100 million (US$93 million net of expenses) through the issue of 166,665,997 million new shares, fully paid, that commenced trading on the London Stock Exchange on 22 October 2012.

 

As part of the contractual arrangements with the Investment Manager in the Investment Management Agreement, as amended, the Investment Manager was granted 82,782,691 and 41,666,500 share options to subscribe for ordinary shares at an exercise price of US$1.00 and US$0.60 on 3 August 2008 and 22 October 2012, respectively.  The share options vest in equal tranches over a five-year period from the date of grant. As at 31 December 2018, 41,666,500 share options with an exercise price of US$0.60 had been exercised and all the 82,782,691 options had lapsed and expired.  There were no share options outstanding at 31 December 2024.

 

During 2017, 43,525,000 shares were bought back and cancelled, as part of a share buyback programme announced on 16 January 2017.  Together with the shares issued to the Investment Manager, the shares issued pursuant to the rights issue, shares issued pursuant to the exercise of options and shares cancelled pursuant to the share buyback programme, the Company's fully paid issued share capital was 513.4 million shares at 31 December 2024 (2023: 513.4 million shares).

 

Revenue and Other Operating Income

 

Management concluded during 2014 that the Company meets the definition of an investment entity and adopted IFRS 10, IFRS 12 and IAS 27 standards where subsidiaries are de-consolidated and their fair value is measured through profit or loss.  As a result, revenue, such as dividend income, from underlying investments in subsidiaries is no longer consolidated.

 

During 2024, Symphony recognised other operating income of US$48.56 million (2023: US$12.28 million) that mainly comprised intercompany dividend transactions and interest income on cash balances.

 

Expenses

 

Other Operating Expenses

 

Other operating expenses include fees for professional services, interest expense, insurance, communication, foreign exchange losses, travel, Directors' fees and other miscellaneous expenses and costs incurred for analysis of proposed deals.  For the year ended 31 December 2024, other operating expenses amounted to US$1.81 million (2023: US$1.44 million), which includes US$0.95 million in unrealised foreign exchange losses. Excluding foreign exchange losses and interest expense, other operating expenses in 2024 and 2023 would be US$0.86 million and US$1.10 million, respectively.

 

Management Fee

 

The management fee amounted to US$8.82 million for the year ended 31 December 2024 (2023: US$9.66 million). The management fee was calculated on the basis of 2.25% of NAV with a cap of US$15 million per annum. A floor on the management fee of US$6 million per annum was removed in September 2023 following the Company's adoption of an updated strategy.

 

Liquidity and Capital Resources

 

At 31 December 2024, Symphony's cash balance was US$0.32 million (2023: US$9.09 million).  Symphony's primary uses of cash are to fund investments, pay expenses and to make distributions to shareholders, as declared by our board of directors.  Symphony can generate additional cash from time-to-time from the sale of listed securities that are liquid and amount to US$46.26 million (2023: US$52.55 million). Taking into account current market conditions, it is expected that Symphony has sufficient liquidity and capital resources for its operations. The primary sources of liquidity are capital contributions received in connection with the initial public offering of shares, related transactions and a rights issue (See description under "Capitalisation and NAV"), in addition to cash from investments that it receives from time to time and bank facilities.

 

This cash from investments is in the form of dividends on equity investments, payments of interest and principal on fixed income investments and cash consideration received in connection with the disposal of investments.  Temporary investments made in connection with Symphony's cash management activities provide a more regular source of cash than less liquid longer-term and opportunistic investments, but generate lower expected returns. 

 

Other than using cash from investments to pay expenses or make distributions to our shareholders, the intention is to not use proceeds for any new investments, other than any follow-on investments associated with existing investments only where consistent with the updated strategy. Symphony may enter into one or more credit facilities and/or utilise other financial instruments from time to time with the objective of increasing the amount of cash that Symphony has available for working capital or for making opportunistic or temporary investments.  At 31 December 2024, the Company had interest-bearing borrowings of US$13.62 million (2023: nil).

 

Principal Risks

 

The Company's and the Company's investment management team's past performance is not necessarily indicative of the Company's future performance and any unrealised values of investments presented in this document may not be realised in the future.

 

The Company is not structured as a typical private equity vehicle (it is structured as a permanent capital vehicle), and thus may not have a comparable investment strategy. The investment opportunities for the Company are more likely to be as a long-term strategic partner in investments, which may be less liquid and which are less likely to increase in value in the short term.

 

The Company's organisational, ownership and investment structure may create certain conflicts of interests (for example in respect of the directorships, shareholdings or interests, including in portfolio companies that some of the Directors and members of the Company's investment management team may have).  In addition, neither the Investment Manager nor any of its affiliates owes the Company's shareholders any fiduciary duties under the Investment Management Agreement between, inter alia, the Company and the Investment Manager.  The Company cannot assume that any of the foregoing will not result in a conflict of interest that will have a material adverse effect on the business, financial condition and results of operations.

 

The Company is highly dependent on the Investment Manager, the Key Persons (as defined in the Investment Management Agreement) and the other members of the Company's investment management team and the Company cannot assure shareholders that it will have continued access to them or their undivided attention, which could affect the Company's ability to achieve its investment objectives.

 

The Investment Manager's remuneration is based on the Company's NAV (subject to a maximum amount and a minimum  amount, which was removed following an announced change in strategy in September 2023) and is payable even if the NAV does not increase, which could create an incentive for the Investment Manager to increase or maintain the NAV in the short term (rather than the long-term) to the potential detriment of Shareholders.

 

The Company's investment policies contain no requirements for investment diversification and its investments could therefore be concentrated in a relatively small number of portfolio companies in the Healthcare, Hospitality, Lifestyle (including branded real estate developments), logistics and education sectors predominantly in Asia.

 

The Company has made, and may continue to make, investments in companies in emerging markets, which exposes it to additional risks (including, but not limited to, the possibility of exchange control regulations, political and social instability, nationalisation or expropriation of assets, the imposition of taxes, higher rates of inflation, difficulty in enforcing contractual obligations, fewer investor protections and greater price volatility) not typically associated with investing in companies that are based in developed markets.

 

Furthermore, the Company has made, and may continue to make, investments in portfolio companies that are susceptible to economic recessions or downturns.  Such economic recessions or downturns may also affect the Company's ability to obtain funding for additional investments.

 

The Company's investments include investments in companies that it does not control and/or made with other co-investors for financial or strategic reasons.  Such investments may involve risks not present in investments where the Company has full control or where a third party is not involved.  For example, there may be a possibility that a co-investor may have financial difficulties or become bankrupt or may at any time have economic or business interests or goals which are inconsistent with those of the Company or may be in a position to take or prevent actions in a manner inconsistent with the Company's objectives.  The Company may also be liable in certain circumstances for the actions of a co-investor with which it is associated.  In addition, the Company holds a non-controlling interest in certain investments, and therefore, may have a limited ability to protect its position in such investments. 

 

A number of the Company's investments are currently, and likely to continue to be, illiquid and/ or may require a long-term commitment of capital.  The Company's investments may also be subject to legal and other restrictions on resale.  The illiquidity of these investments may make it difficult to sell investments if the need arises.

 

The Company's real estate related investments may be subject to the risks inherent in the ownership and operation of real estate businesses and assets.  A downturn in the real estate sector or a materialization of any of the risks inherent in the real estate business and assets could materially adversely affect the Company's real estate investments.  The Company's portfolio companies also anticipate selling a significant proportion of development properties prior to completion.  Any delay in the completion of these projects may result in purchasers terminating off-plan sale agreements and claiming refunds, damages and/or compensation.

 

The Company is exposed to foreign exchange risk when investments and/ or transactions are denominated in currencies other than the U.S. dollar, which could lead to significant changes in the net asset value that the Company reports from one quarter to another.

 

The Company's investment policies and procedures (which incorporate the Company's investment strategy) provide that the Investment Manager should review the Company's investment policies and procedures on a regular basis and, if necessary, propose changes to the Board when it believes that those changes would further assist the Company in achieving its objective of building a strong investment base and creating long term value for its Shareholders.  The decision to make any changes to the Company's investment policy and strategy, material or otherwise, rests with the Board in conjunction with the Investment Manager and Shareholders have no prior right of approval for material changes to the Company's investment policy.

 

Investments in connection with special situations and structured transactions typically have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors' actions and market conditions, as well as general economic downturns.  Investments that fall into this category tend to have relatively short holding periods and entail little or no participation in the board of the company in which such investments may be made.  Special situations and structured transactions in the form of fixed debt investments also carry an additional risk that an increase in interest rates could decrease their value.

 

The Company's current investment policies and procedures provide that it may invest an amount of no more than 30% of its total assets in special situations and structured transactions which, although they are not typical longer-term investments, have the potential to generate attractive returns and enhance the Company's net asset value.  Following the Company's investment, it may be that the proportion of its total assets invested in longer-term investments falls below 70% and the proportion of its total assets invested in special situations and structured transactions exceeds 30% due to changes in the valuations of the assets, over which the Company has no control.

 

Pending the making of investments, the Company's capital will need to be temporarily invested in liquid investments and managed by a third-party investment manager of international repute or held on deposit with commercial banks before they are invested.  The returns that temporary investments are expected to generate and the interest that the Company will earn on deposits with commercial banks will be substantially lower than the returns that it anticipates receiving from its longer-term investments or special situations and structured transactions.

 

In addition, while the Company's temporary investments will be relatively conservative compared to its longer- term investments or special situations and structured transactions, they are nevertheless subject to the risks associated with any investment, which could result in the loss of all or a portion of the capital invested.

 

The Investment Manager has identified but has not yet contracted to make further potential investments.  The Company cannot guarantee shareholders that any or all of these prospective investments will take place in the future.

 

The market price of the Company's shares may fluctuate significantly, and shareholders may not be able to resell their shares at or above the price at which they purchased them.

 

The Company's shares are currently trading, and have in the past traded, and could in the future trade, at a discount to NAV for a variety of reasons, including due to market conditions.  The only way for shareholders to realise their investment is to sell their shares for cash.  Accordingly, in the event that a shareholder requires immediate liquidity, or otherwise seeks to realise the value of his investment through a sale, the amount received by the shareholder upon such sale may be less than the underlying NAV of the shares sold.

 

The Company could be materially adversely affected by the widespread outbreak of infectious disease or other public health crises (or by the fear or imminent threat thereof).  Public health crises such as SARS, H1N1/09 flu, avian flu, Ebola, and the COVID-19 pandemic, together with any related containment or other remedial measures undertaken or imposed, could have a material and adverse effect on the Company including by (i) disrupting or otherwise materially adversely affecting the human capital, business operations or financial resources of the Company, the Company's portfolio companies, the Investment Manager or service providers and (ii) adversely affect the ability, or the willingness, of a party to perform its obligations under its contracts and lead to uncertainty over whether such failure to perform (or delay in performing) might be excused under so-called "material adverse change," force majeure and similar provisions in such contracts that could cause a material impact to the Company, the Company's portfolio companies, the Investment Manager or service providers and (iii) severely disrupting global, national and/or regional economies and financial markets and precipitating an economic downturn or recession that could materially adversely affect the value and performance of the Company's shares.

 

The Company's business could be materially affected by conditions in the global capital markets and the economy generally.  Geopolitical issues, including wars and related international response measures may have a negative impact on regional and global economic conditions, as a result of disruptions in foreign currency markets and increased energy and commodity prices. This could in turn have a spill-over effect on the Company's portfolio companies, such as reducing demand for products or services offered by the portfolio companies and/or cause for example, higher operating and financing costs.

 

 

 

 

 

BOARD OF DIRECTORS

 

Georges Gagnebin

 

Mr. Gagnebin is based in Verbier, Switzerland and was appointed to the Board of the Company on 8 July 2007, and to the position of Chairman of the Company on 27 November 2019. He acted as the Chairman of the Board of Pâris Bertrand (Europe) S.A., Luxembourg between 2016 and 2020. He was also the Chairman of the Board of Banque Pâris Bertrand S.A., Geneva between 2012 and 2020. In 2005, he joined the Julius Baer Group Ltd. where he was a Vice-chairman of Julius Baer Holding Ltd. and Bank Julius Baer & Co Ltd. and, more recently, Chairman of the Board of Directors of Infidar Investment Advisory Ltd., a member company of Julius Baer Group Ltd.

 

Prior to joining the Julius Baer Group in 2005, Mr. Gagnebin held several executive positions at UBS AG, including Head of International Clients Europe, Middle East and Africa, in the private banking division, a member of the Group Managing Board, a member of the Group Executive Board, Chief Executive Officer of Private Banking, Chairman of Wealth Management and Business Banking, and the Vice- chairman of SBC Wealth Management AG. From 1969 to 1998, Mr. Gagnebin held various positions at the Swiss Bank Corporation, including serving as member of the management committee. He was awarded an official diploma as a Swiss certified Banking Expert in 1972.

 

Samer Z. Alsaifi

 

Mr. Alsaifi is currently the Vice-chairman and a Partner of Alcazar Capital Limited, a private equity and advisory platform regulated by the Dubai Financial Services Authority. He brings extensive capital markets experience to the Company's board having previously held roles in corporate finance, private banking, asset management and private equity in the United States. Prior to Alcazar Capital Limited, Mr. Alsaifi was an Executive Director and Advisor at Morgan Stanley Wealth Management in Dubai. Before that, he was the CEO of DIC Asset Management, the wholly-owned subsidiary of Dubai International Capital LLC, the Dubai Sovereign Wealth Fund. He has also held roles at the Arab Bank Plc in Jordan and Singapore and Manufacturers Hanover Trust in New York.

 

Mr. Alsaifi has a BA in Management and Finance from Southeastern Louisiana University, and has completed an Executive Management Program at Harvard University.

 

Oliviero Bottinelli

 

Mr. Bottinelli is based in Singapore and was appointed to the Board of the Company on 27 November, 2019. Mr. Bottinelli currently overseas Imagine Capital Pte Ltd, a private family office which is involved in asset, property and corporate management. He also serves on the Board of Directors of Audemars Piguet and BP de Silva Holdings.

 

His previous positions include Chief Executive Officer of Audemars Piguet for Asia Pacific and Executive at BP de Silva Holdings Pte Ltd. Mr. Bottinelli graduated (magna cum laude) from the Business School of Lausanne in Switzerland with a degree in Business Administration.

 

 

 

 

 

 

Anil Thadani

 

Mr. Thadani is based in Singapore and was appointed to the Board of the Company on 16 February 2004. He is also the Chairman of the Investment Manager. Mr. Thadani has worked in the Asia-Pacific region since 1975 and has been involved in Asian private equity since 1981 when he cofounded one of the first private equity investment companies in Asia. In 1992 he founded Schroder Capital Partners, which became the Asian arm of the Schroder Ventures Group until 2004, when he formed the Symphony group of companies. Before entering private equity in 1981, Mr. Thadani began his career as a research engineer with Chevron Chemical Company in California. Mr. Thadani subsequently worked for Bank of America in the United States, Japan, the Philippines and Hong Kong. He has served on the boards of several private and public companies in Asia, Europe and North America and continues to represent the Company on the boards of its portfolio companies. Mr. Thadani was appointed non- executive Chairman of Alcazar Capital Limited, a private equity firm regulated by the Dubai Financial Services Authority in March 2018. He served as a member of the Board of Trustees of Singapore Management University for some 13 years and as Chairman of its Institute for Innovation & Entrepreneurship. Mr. Thadani has a B Tech in Chemical Engineering from the Indian Institute of Technology, Madras, an MS in Chemical Engineering from the University of Wisconsin, Madison, and an MBA from the University of California at Berkeley.

 

Sunil Chandiramani

 

Mr. Chandiramani is based in Hong Kong and was appointed to the Board of the Company on 16 February 2004. He is Chief Executive Officer of Symphony Capital Partners Limited and a Non-Executive Director of the Investment Manager, Symphony Asia Holdings Limited. Mr. Chandiramani has over 37 years'experience in private equity and related investment experience across multiple industry sectors in Asia and the United States. Mr. Chandiramani's experience in Asian private equity was initially as a partner with Arral & Partners and subsequently with Schroder Capital Partners. Prior to that, he worked on leveraged buy-outs and acquisitions for the Structured Finance Group at Bankers Trust Company in New York. Mr. Chandiramani holds a BCom (Hons) from the Shri Ram College of Commerce, Delhi University, and an MBA from the Wharton School of the University Pennsylvania.

 

DIRECTORS' REPORT

The Directors submit their Report together with the Company's Statement of Financial Position, Statement of Comprehensive Income, Statement of Changes in Equity, Statement of Cash Flows, and the related notes for the year ended 31 December 2024, which have been prepared in accordance with International Financial Reporting Standards ("IFRS") adopted by the International Accounting Standards Board ("IASB") and are in agreement with the accounting records of the Company, which have been properly kept in accordance with the BVI Business Companies Act 2004.

Corporate Governance

The Company is incorporated under the laws of the British Virgin Islands. On 3 August 2007, the Company was admitted to the official list of the London Stock Exchange pursuant to a Secondary Listing under Chapter 14 of the Listing Rules and its securities were admitted for trading on the London Stock Exchange's Main Market. In April 2010, the UK listing regime was restructured into Premium and Standard Listing categories. The Company is in the Standard Listing Category constituent. Details of the share capital of the Company are disclosed in the financial statements.

As the Company is incorporated in the British Virgin Islands, and being a Standard Listing Category constituent, it is not required to comply with the requirements of the UK Combined Code on Corporate Governance published by the Financial Reporting Council (the "Code"). However, the Company is required to prepare a corporate governance statement. There is no published corporate governance regime equivalent to the Code in the British Virgin Islands. However, the Board is committed to ensuring that proper standards of corporate governance and has established governance procedures and policies that it believes and considers appropriate having regard to the nature, size and resources of the Company. The following explains how the relevant principles of governance are applied to the Company.

The Board currently has five members, of which a majority, including the Board Chairman, are independent directors. The Board members will have regard to their obligations to act in the best interests of the Company should potential conflicts of interest arise.

Mr. Georges Gagnebin, joined Symphony as an Independent Director in July 2007 and was appointed to the position of Chairman of the Company on 27 November 2019. Mr. Gagnebin has more than 50 years of experience in banking and private wealth management. He acted as the Chairman of the Board of Pâris Bertrand (Europe) S.A., Luxembourg between 2016 and 2020. He was also the Chairman of the Board of Banque Pâris Bertrand S.A., Geneva between 2012 and 2020. In 2005, he joined the Julius Baer Group Ltd. where he was a Vice-Chairman of Julius Baer Holding Ltd and Bank Julius Baer & Co Ltd and, more recently, Chairman of the board of directors of Infidar Investment Advisory Ltd., a member company of Julius Baer Group Ltd.

The other independent directors are Mr. Samer Z. Alsaifi and Mr. Oliviero Roger Bottinelli. Mr. Alsaifi is Vice-Chairman and a Partner of Alcazar Capital Limited, a private equity and advisory platform regulated by the Dubai Financial Services Authority. Mr. Oliviero Bottinelli oversees Imagine Capital Limited, a private family office which is involved in asset, property and corporate management. He also serves on the Board of Audemars Piguet. The other members of the Board are Mr. Anil Thadani and Mr. Sunil Chandiramani who have over 43 years and 37 years of experience in private equity, respectively.

The Board has extensive experience relevant to the Company and any change in the Board composition can be managed without undue interruption.

The Directors currently do not have a fixed term of office and there are specific provisions regarding the procedures for their appointment. The Directors may be removed and replaced at any time subject to the following procedure:

i.      any proposal for the replacement or removal of one or more Directors shall be considered by the Nominations Committee who shall assess the suitability of the candidates proposed (and any Director who is the subject of the removal proposal shall not participate in such assessment); and

ii.     if the Nominations Committee approves the candidate(s) proposed they shall convene a special meeting of the Board to vote on the removal and replacement of the relevant Director(s).

Further, pursuant to the terms of the Investment Management Agreement and the Articles of Association, if a Director who is also a Key Person is to be replaced, a new Director to replace such Key Person Director shall be nominated by the Investment Manager and the Board may reject such nomination by the Investment Manager only if it would be illegal to accept such nominee of the Investment Manager under any applicable law. The Board is responsible for reviewing the financial performance and internal controls and monitoring the overall strategy of the Company. In addition, the Board is responsible for approving this annual financial report and the quarterly NAV reports during the year.

The Board has two committees:

i.      the Nominations Committee; and

ii.     the Audit Committee.

The Nominations Committee has the duty of assessing the suitability of candidates nominated by our Shareholders as replacement Directors. The Nominations Committee comprises a majority of independent Directors. The Chairman of the Nominations Committee is Mr. Georges Gagnebin. The other Nominations Committee members are Mr. Anil Thadani and Mr. Oliviero Bottinelli. If a member of the Nominations Committee has an interest in a matter being deliberated upon by the Nominations Committee, he shall be required to abstain from participating in the review and approval process of the Nominations Committee in relation to that matter. If more than one member of the Nominations Committee has an interest in a matter being deliberated, then the non-interested Directors who are not members of the Nominations Committee will participate in the review and approval process in relation to that matter. The Nominations Committee met once during the year.

The Audit Committee assists the Board in overseeing the risk management framework by reviewing any matters of significance affecting financial reporting and internal controls of the Company, and has the duty of, among other things:

i.      assisting the Board in its oversight of the integrity of the financial statements, the qualifications, independence and performance of the independent auditors and compliance with relevant legal and regulatory requirements;

ii.     reviewing and approving with the external auditors their audit plan, the evaluation of the internal accounting controls, audit reports and any matters which the external auditors wish to discuss without the presence of board members and ensuring compliance with relevant legal and regulatory requirements;

iii.    reviewing and approving with the internal auditors the scope and results of internal audit procedures and their evaluation of the internal control system;

iv.    making recommendations to the Board on the appointment or reappointment of external auditors, the audit fee and resignation or dismissal of the external auditors; and

v.     pre-approving any non-audit services provided by the external auditors.

The Audit Committee comprises a majority of independent Directors. The Chairman of the Audit Committee is Mr. Samer Alsaifi. The other Audit Committee members are Mr. Georges Gagnebin and Mr. Sunil Chandiramani. If a member of the Audit Committee has an interest in a matter being deliberated upon by the Audit Committee, he shall abstain from participating in the review and approval process of the Audit Committee in relation to that matter. If more than one member of the Audit Committee has an interest in a matter being deliberated, then the non-interested Directors who are not members of the Audit Committee will participate in the review and approval process in relation to that matter. The Audit Committee met four times during the year.

Each Committee and each Director has the authority to seek independent professional advice where necessary to discharge their respective duties in each case at the Company's expense. The Board understands its responsibility for ensuring that there are sufficient, appropriate and effective systems, procedures, policies and processes for internal control of financial operational compliance and risk management matters. The Board meets regularly during the year to receive from the Investment Manager an update on the Company's investment activities and performance, together with reports on markets and other relevant matters. In carrying out their responsibilities, the Directors have put in place a framework of controls to ensure ongoing financial performance is monitored in a timely and corrective manner and risk is identified and mitigated to the extent practicably possible.

The Board periodically meets and had a total of four meetings during the year. The Company has entered into an agreement with the Investment Manager. The key responsibilities of the Investment Manager are to implement the investment objectives of the Company.

Diversity Disclosure for Symphony International Holdings Limited

 

As of 31 December 2024, our board comprised five members. We have not met the target of having at least 40% of the board members as women. Our current board includes members with deep expertise in financial markets, particularly in Asia, which is critical for implementing our updated strategy announced on 23 September 2023. Given this strategy to focus on the orderly realization of investments and returning proceeds to shareholders, altering the board composition at this time would not be prudent.

 

Numerical Diversity Data Disclosure

 

Below is the numerical data on the diversity of our board and executive management.

 

	Number of board members	Percentage of the board	Number of senior positions on the board (CEO, CFO, SID and Chair)	Number in executive management*	Percentage of executive management
Men	5	100%	3	2	20%
Women	0	0%	0	0	0%
Other	0	0%	0	0	0%
White British or other White (including minority-white groups)	2	40%	1	0	0%
Mixed / multiple ethnic groups	0	0%	0	0	0%
Asian / Asian British	2	40%	2	2	20%
Black / African / Caribbean / Black British	0	0%	0	0	0%
Other ethnic group	1	20%	0	0	0%

\* The Company is managed by the Investment Manager, which certain members comprise the executive management team.

Explanation of Data Collection Approach

 

We collected this data through a self-reporting process, where individuals were asked to identify their ethnic background and gender identity or sex using the categories provided in UKLR 22 Annex 1. The questions were designed to ensure clarity and respect for individual preferences

 

Directors' Responsibility Statement

 

We, the directors of Symphony International Holdings Limited, confirm that to the best of our knowledge:

 

(a)    the condensed financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company as required by DTR 4.2.4R; and

 

(b)     the condensed financial results include a fair review of information required by:

 

(i)      DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the financial year and their impact on the financial statements, and a description of the principal risks and uncertainties; and

 

(ii)     DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the current financial year and that have materially affected the financial position or performance of the Company during that period, and any changes in the related party transactions described in the last annual report that could do so.

 

For and on behalf of the Board of Directors

 

GEORGES GAGNEBIN

Chairman, Symphony International Holdings Limited

 

ANIL THADANI

Chairman, Symphony Asia Holdings Pte. Ltd. Director, Symphony International Holdings Limited

 

28 March 2025

 

CORPORATE INFORMATION

 

COMPANY   Symphony International Holdings Limited	CORRESPONDENCE ADDRESS   Care of: Symphony Asia Holdings Pte. Ltd. 200 Newton Road #07-01 Newton 200 Singapore 307983
DIRECTORS     Georges Gagnebin Chairman and Independent Director   Samer Z. Alsaifi Independent Director   Oliviero Bottinelli Independent Director   Anil Thadani Sunil Chandiramani	SHARE REGISTRAR AND SHARE TRANSFER AGENT   MUFG Corporate Markets ( Guernsey) Limited Mont Crevelt House Bulwer Avenue St. Sampson, Guernsey GY2 4LH
REGISTERED OFFICE IN THE BRITISH VIRGIN ISLANDS   Vistra Corporate Services Centre Wickhams Cay II Road Town, Tortola VG1110 British Virgin Islands	INVESTMENT MANAGER     Symphony Asia Holdings Pte. Ltd. 200 Newton Road #07-01 Newton 200 Singapore 307983
REGISTERED AGENT   Vistra (BVI) Limited Vistra Corporate Services Centre Wickhams Cay II Road Town, Tortola VG1110 British Virgin Islands	AUDITORS   KPMG LLP Public Accountants and Chartered Accountants 12 Marina View Asia Square Tower 2 #15-01 Singapore 018961