U City Public Company Limited and its subsidiaries Report and consolidated interim financial statements For the three-month period ended 31 March

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1 U City Public Company Limited and its subsidiaries Report and consolidated interim For the three-month period ended

2 Independent Auditor s Report on Review of Interim Financial Information To the Shareholders of U City Public Company Limited I have reviewed the accompanying consolidated statement of financial position of U City Public Company Limited ( the Company ) and its subsidiaries as at, 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 consolidated. I have also reviewed the separate financial information of the Company for the same period. 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. 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.

3 Emphasis of matter I draw attention to the following matters: a) As discussed in Note to the interim regarding the acquisition of investment in a subsidiary, of which the fair value measurement of the identifiable assets acquired and the liabilities assumed at the acquisition date, and the measurement of goodwill has not yet been completed. b) As discussed in Note 28.2 c) to the interim, in connection with the problem with government agency s delivery to the subsidiary of the construction site on royal land under the Rong Pasee Roi Chak Sam Royal Land Development Project. The subsidiary has continually requested the government agency to deliver the construction site, and to approve extensions of the project management period and rental period, and in December 2015, filed a lawsuit against the government agency with the Central Administrative Court. Currently, the case is in the process of being considered by the Central Administrative Court. My conclusion is not qualified in respect of these matters. Siraporn Ouaanunkun Certified Public Accountant (Thailand) No.3844 EY Office Limited Bangkok: 12 May 2

4 U City Public Company Limited and its subsidiaries Statement of financial position As at Separate As at As at As at As at Note (Unaudited but (Audited) (Unaudited but (Audited) reviewed) reviewed) Assets Current assets Cash and cash equivalents 925, , , ,589 Current investments 4 30, , ,681 Trade and other receivables 5 61, ,909 7,169 1,524 Current portion of receivable from sales of investments in subsidiaries 6 268, ,006 - Inventories 13,049 12, Real estate projects under development 7 3,141,703 3,938, , ,397 Other current assets 55,735 60,497 18,712 17,913 Total current assets 4,496,106 4,784,746 1,542,997 1,098,104 Non-current assets Restricted deposits 8 55,615 55, Long-term loans to related parties and interest receivables 3 50,831 50,419 5,867,708 5,539,071 Investments in subsidiaries ,617,372 15,589,985 Investment in associate 10 52,654 54,863 50,000 50,000 Other long-term investments , , , ,937 Receivable from sales of investments in subsidiaries - net of current portion 6 804, ,150 - Land and project awaiting development 12 2,047,641 2,657, , ,499 Investment properties 13 7,338,438 7,216, ,999 - Property, plant and equipment 14 6,826,214 6,864,961 20,409 20,924 Leasehold rights 15 1,772,277 1,816, Intangible assets 16 13,856 14,327 8,154 8,171 Goodwill 1,158,193 1,158, Other non-current assets 9,308 9,636 3,424 3,520 Total non-current assets 20,622,522 20,400,368 21,958,388 22,650,435 Total assets 25,118,628 25,185,114 23,501,385 23,748,539 The accompanying notes are an integral part of the interim.

5 U City Public Company Limited and its subsidiaries Statement of financial position (continued) As at Separate As at As at As at As at Note (Unaudited but (Audited) (Unaudited but (Audited) reviewed) reviewed) Liabilities and shareholders' equity Current liabilities Short-term loan from financial institution and interest payables 17 3,537,736 3,537,736 3,537,736 3,537,736 Short-term loan from related party and interest payables ,484 - Trade and other payables , ,374 45,928 75,692 Current portion of liabilities under debt restructuring agreements 19 24,064 18, Current portion of liabilities under finance lease agreements Deposits and advances received 72,310 72,877 6,670 6,670 Estimated amount of interest in the net assets value over purchase cost 29,869 29, Other current liabilities 54,695 68,926 1,039 3,659 Total current liabilities 3,930,162 3,942,936 3,894,021 3,623,982 Non-current liabilities Liabilities under debt restructuring agreements - net of current portion 19 1,160,201 1,167, Provision for long-term employee benefits 20 32,550 30,948 17,265 16,556 Income tax payable 29,595 4, Deferred tax liabilities 852, , Long-term provisions , , Other non-current liabilities 4,153 4, Total non-current liabilities 2,384,325 2,379,739 17,265 16,556 Total liabilities 6,314,487 6,322,675 3,911,286 3,640,538 The accompanying notes are an integral part of the interim.

6 U City Public Company Limited and its subsidiaries Statement of financial position (continued) As at Separate As at As at As at As at (Unaudited but (Audited) (Unaudited but (Audited) reviewed) reviewed) Shareholders' equity Share capital Registered 861,413,132,646 ordinary shares of Baht 1 each 861,413, ,413, ,413, ,413,133 Issued and fully paid-up 561,362,298,976 ordinary shares of Baht 1 each 561,362, ,362, ,362, ,362,299 Share discount (533,401,379) (533,401,379) (533,401,379) (533,401,379) Deficit (8,809,350) (8,841,271) (8,272,923) (7,763,613) Other components of shareholders' equity (347,798) (257,593) (97,898) (89,306) Equity attributable to owners of the Company 18,803,772 18,862,056 19,590,099 20,108,001 Non-controlling interests of the subsidiaries Total shareholders' equity 18,804,141 18,862,439 19,590,099 20,108,001 Total liabilities and shareholders' equity 25,118,628 25,185,114 23,501,385 23,748, The accompanying notes are an integral part of the interim. Director

7 U City Public Company Limited and its subsidiaries Statement of comprehensive income For the three-month period ended (Unit: Thousand Baht, except earnings per share expressed in Baht) Separate Note Continued operation Profit or loss: Revenues Revenue from hotel operation 295, , Rental income 39, Other income Dividend income 5,818 19,124 5,818 19,124 Interest income 1,034 1,255 36,426 38,772 Gain on sales of investments in subsidiaries 9 114, Others 3,774 8, ,901 Total revenues 459, ,426 42,818 63,797 Expenses Cost of hotel operation 98,067 94, Cost of rental 7, Selling and servicing expenses 34,655 33, Administrative expenses 138, ,040 59,350 38,435 Depreciation and amortisation 54,470 49, ,113 Loss on sales of investments in subsidiaries ,199 - Total expenses 333, , ,389 39,548 Profit (loss) before share of loss from investments in associate, finance cost and income tax expenses 125,951 21,521 (469,571) 24,249 Share of loss from investment in associate (2,209) (222) - - Profit (loss) before finance cost and income tax expenses 123,742 21,299 (469,571) 24,249 Finance cost (58,711) (19,467) (39,739) (45) Profit (loss) before income tax expenses 65,031 1,832 (509,310) 24,204 Income tax expenses 23 (26,316) (8,835) - - Profit (loss) from continued operation for the period 38,715 (7,003) (509,310) 24,204 Discontinued operation Loss from discontinued operation for the period 9 (6,808) (1,186) - - Profit (loss) for the period 31,907 (8,189) (509,310) 24,204 Other comprehensive income: Other comprehensive income to be reclassified to profit or loss in subsequent periods Exchange differences on translation of in foreign currency (81,431) Gain (loss) on changes in value of available-for-sale investments, net of income tax (8,774) 28,125 (8,592) 27,735 Other comprehensive income to be reclassified to profit or loss in subsequent periods (90,205) 28,125 (8,592) 27,735 Other comprehensive income for the period (90,205) 28,125 (8,592) 27,735 Total comprehensive income for the period (58,298) 19,936 (517,902) 51,939 The accompanying notes are an integral part of the interim.

8 U City Public Company Limited and its subsidiaries Statement of comprehensive income (continued) For the three-month period ended (Unit: Thousand Baht, except earnings per share expressed in Baht) Separate Note Profit attributable to Equity holders of the Company Profit (loss) from continued operation 38,729 (6,987) (509,310) 24,204 Loss from discontinued operation (6,808) (1,186) ,921 (8,173) (509,310) 24,204 Non-controlling interests of the subsidiaries Loss from continued operation (14) (16) Loss from discontinued operation - - (14) (16) 31,907 (8,189) Total comprehensive income attributable to Equity holders of the Company Total comprehensive income from continued operation (51,476) 21,138 (517,902) 51,939 Total comprehensive income from discontinued operation (6,808) (1,186) - - (58,284) 19,952 (517,902) 51,939 Non-controlling interests of the subsidiaries Total comprehensive income from continued operation (14) (16) Total comprehensive income from discontinued operation - - (14) (16) (58,298) 19,936 Earnings per share 24 Basic earnings per share Profit (loss) attributable to equity holders of the Company ( ) ( ) Earnings per share from continued operation 24 Basic earnings per share Profit (loss) attributable to equity holders of the Company ( ) ( ) The accompanying notes are an integral part of the interim.

9 U City Public Company Limited and its subsidiaries Cash flow statement For the three-month period ended Separate Cash flows from operating activities Profit (loss) before tax 65,031 1,832 (509,310) 24,204 Plus loss before tax from discontinued operation (6,808) (1,186) - - Profit (loss) before tax 58, (509,310) 24,204 Adjustments to reconcile profit before tax to net cash provided by (paid from) operating activities: Share of loss from investment in associate 2, Depreciation and amortisation 54,480 49, ,113 Allowance for doubtful account Unrealised loss (gain) on exchange rate (179) - 7,641 - Provision for long-term employee benefits 1,602 2, Long-term provisions - 14, Gain on sales of assets - (17) - (32) Loss on write-off of assets Loss (gain) on sales of current investments 865 (1,635) - (5,793) Gain on sales of long-term investments - (4,158) - - Loss (gain) on sales of investments in subsidiaries (114,374) - 452,199 - Dividend income (5,818) (19,124) (5,818) (19,124) Interest income (1,034) (1,255) (36,426) (38,772) Interest expenses 58,711 19,467 39, Profit (loss) from operating activities before changes in operating assets and liabilities 54,901 60,814 (50,426) (37,446) Decrease (increase) in operating assets Trade and other receivables 97,112 7, ,088 Inventories (100) Real estate projects under development (8,172) (25,283) (346) (13,146) Deposits for purchase of land and constructions - (3,500) - - Other current assets (145,500) 18,057 (800) 4,010 Other non-current assets 239 (761) 97 (1,029) Decrease in operating liabilities Trade and other payables (1,251) (4,972) (37,404) (2,676) Deposits and advances received (567) (7,273) - (191) Other current liabilities (13,981) (2,889) (2,620) (239) Long-term provisions (15,515) Cash from (used in) operating activities (32,834) 42,255 (91,320) (49,629) Cash paid for interest expenses (58,074) (19,512) (39,256) (45) Cash paid for income tax (192) (60) - (7) Cash received from withholding tax refund - 2,945-2,945 Net cash from (used in) operating activities (91,100) 25,628 (130,576) (46,736) The accompanying notes are an integral part of the interim.

10 U City Public Company Limited and its subsidiaries Cash flow statement (continued) For the three-month period ended Separate Cash flows from investing activities Decrease (increase) in current investments 277,741 (93,365) 13,471 1,606 Increase in restricted deposits (123) Increase in long-term loans to related parties - - (292,767) (1,098,500) Cash received from interest 613 1, Cash paid for purchases of investments in subsidiary (25,000) Cash received from sales of investments in subsidiaries 448, ,500 - Cash received from sales of other long-term investments - 27,687-27,687 Cash paid for purchases of land and project awaiting development - (1,167,835) - - Cash paid for purchases of investment properties (8,371) (1,884) (156,999) - Cash paid for purchases of property, plant and equipment (3,878) (8,100) (214) (158) Cash received from sales of property, plant and equipment Cash paid for purchases of intangible assets (162) (795) (95) (198) Net cash from (used in) investing activities 714,320 (1,242,691) 12,206 (1,094,221) Cash flows from financing activities Increase in short-term loan from related party ,000 - Repayment of liabilities under debt restructuring agreements (2,645) (2,479) - - Repayment of liabilities under finance lease agreements (62) (926) (62) (562) Net cash from (used in) financing activities (2,707) (3,405) 301,938 (562) Decrease in translation adjustments (5,256) Net increase (decrease) in cash and cash equivalents 615,257 (1,220,468) 183,568 (1,141,519) Cash and cash equivalents at beginning of the year 310,467 2,082, ,589 1,842,476 Cash and cash equivalents of subsidiaries at selling date (473) Cash and cash equivalents at end of the period 925, , , , Supplemental disclosures of cash flows information: Non-cash item Transfer current investments to other long-term investments - 619, ,633 Transfer real estate projects under development to investment properties 157, Transfer deposits for purchase of land and construction to land and project awaiting development - 12, Transfer property, plant and equipment to intangible assets Increase in investment properties from assumption adjustment of long-term provision - 32, Receivable from sales of investments in subsidiaries 1,071,914-1,071,914 - The accompanying notes are an integral part of the interim.

11 U City Public Company Limited and its subsidiaries (Unaudited but reviewed) Statement of changes in shareholders' equity For the three-month period ended Equity attributable to owners of the Company Other components of equity Other comprehensive income Exchange differences on translation of Total equity Equity attributable Issued and financial Surplus (deficit) on Total attributable to to non-controlling Total fully paid-up Share statements in changes in value other components owners of interests of shareholders' share capital discount Deficit foreign currency of investments of shareholders' equity the Company the subsidiaries equity Balance as at 1 January 561,362,299 (533,401,379) (8,526,511) - 2,511 2,511 19,436, ,437,360 Loss for the period - - (8,173) (8,173) (16) (8,189) Other comprehensive income for the period ,125 28,125 28,125-28,125 Total comprehensive income for the period - - (8,173) - 28,125 28,125 19,952 (16) 19,936 Balance as at 561,362,299 (533,401,379) (8,534,684) - 30,636 30,636 19,456, ,457,296. Balance as at 1 January 561,362,299 (533,401,379) (8,841,271) (168,484) (89,109) (257,593) 18,862, ,862,439 Gain for the period , ,921 (14) 31,907 Other comprehensive income for the period (81,431) (8,774) (90,205) (90,205) - (90,205) Total comprehensive income for the period ,921 (81,431) (8,774) (90,205) (58,284) (14) (58,298) Balance as at 561,362,299 (533,401,379) (8,809,350) (249,915) (97,883) (347,798) 18,803, ,804,141 - The accompanying notes are an integral part of the interim.

12 U City Public Company Limited and its subsidiaries (Unaudited but reviewed) Statement of changes in shareholders' equity (continued) For the three-month period ended Separate Other components of equity Other comprehensive income Issued and Surplus (deficit) on Total Total fully paid-up Share changes in value other components shareholders' share capital discount Deficit of investments of shareholders' equity equity Balance as at 1 January 561,362,299 (533,401,379) (7,550,710) 2,168 2,168 20,412,378 Gain for the period , ,204 Other comprehensive income for the period ,735 27,735 27,735 Total comprehensive income for the period ,204 27,735 27,735 51,939 Balance as at 561,362,299 (533,401,379) (7,526,506) 29,903 29,903 20,464,317 Balance as at 1 January 561,362,299 (533,401,379) (7,763,613) (89,306) (89,306) 20,108,001 Loss for the period - - (509,310) - - (509,310) Other comprehensive income for the period (8,592) (8,592) (8,592) Total comprehensive income for the period - - (509,310) (8,592) (8,592) (517,902) Balance as at 561,362,299 (533,401,379) (8,272,923) (97,898) (97,898) 19,590,099 - The accompanying notes are an integral part of the interim.

13 U City Public Company Limited and its subsidiaries Notes to consolidated interim For the three-month period ended 1. General information 1.1 The Company s general information U City Public Company Limited ( the Company ) is a public company incorporated and domiciled in Thailand. The Company is principally engaged in real estate development business. The registered office of the Company is at 21, TST Tower, Soi Choei Phuang, Vibhavadi-Rangsit Road, Chomphon, Chatuchak, Bangkok. 1.2 Basis for preparation of interim These interim are prepared in accordance with Thai Accounting Standard No. 34 (revised ) Interim Financial Reporting, with the Company choosing to present condensed interim. However, the Company has presented the statement of financial position, comprehensive income, changes in shareholders' equity and cash flow statement in the same format as that used for the annual financial statements. The interim are intended to provide information additional to that included in the latest annual. Accordingly, they focus on new activities, events and circumstances so as not to duplicate information previously reported. These interim should therefore be read in conjunction with the latest annual. The interim in Thai language are the official statutory financial statements of the Company. The interim in English language have been translated from the Thai language. 1

14 1.3 Basis of consolidation The consolidated interim include the of the Company and its subsidiaries ( the Group ) and have been prepared on the same basis as that applied for the consolidated for the year ended. However, during the period, there were changes in the composition of the Group, as follows: a) As discussed in Note to the interim, on 10 May, the meeting of the Board of Directors of the Company passed a resolution to approve the sale of all ordinary shares of Natural Project Chao Phraya Company Limited ( NPC ) and National Hotel Chao Phraya Company Limited ( NHC ) to an unrelated party. Subsequently, on 29 March, the Company transferred all of the ordinary shares held in NPC and NHC to the buyer. The Company has excluded the financial statements of these subsidiaries from the consolidated since 29 March. b) As discussed in Note to the interim, on 7 February, the Board of Directors passed a resolution to approve Lombard Estate Holdings Limited ( LEH ) s acquisition of all ordinary shares of Vienna House Capital GmbH ( VHC ), a company incorporated in Austria, from an unrelated party for an aggregate amount of EUR 35,000, to engage in investment in asset. Subsequently, LEH completed the acquisition of 35,000 shares of VHC with a par value of EUR 1 each on 10 February, received all shares and paid EUR 35,000 to the seller. As a result, the Company has control over VHC from 10 February onwards. The Company s management assessed that the assets and liabilities of VHC as at 1 January and 10 February are not materially different. The Company has therefore assumed that the date of the share acquisition was 1 January and included VHC s operating results in the consolidated as from 1 January. 1.4 New financial reporting standards During the period, the Group has adopted the revised financial reporting standards and interpretations (revised ) and new accounting treatment guidance which are effective for fiscal years beginning on or after 1 January. These financial reporting standards were aimed at alignment with the corresponding International Financial Reporting Standards with most of the changes directed towards revision of wording and terminology, and provision of interpretations and accounting guidance to users of standards. The adoption of these financial reporting standards does not have any significant impact on the Group s. 2

15 2. Significant accounting policies The interim are prepared using the same accounting policies and methods of computation as were used for the for the year ended. 3. Related party transactions During the periods, 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 Separate Pricing policy Transactions with subsidiaries (Eliminated from the consolidated ) Interest income to 7.00 percent per annum Transactions with associate Interest income to 5.50 percent per annum Cost of hotel operation Contract price Transactions with related parties Revenue from hotel operation Market price and contract price Other income Contract price Cost of hotel operation Market price Rental and service expenses Contract price Management fee Contract price 3

16 As at and, the balances of the accounts between the Group and related parties are as follows: Separate (Audited) (Audited) Trade and other receivables - related parties (Note 5) Associate 1, Related companies 4,605 8, Total trade and other receivables - related parties 6,543 8, Trade and other payables - related parties (Note 18) Subsidiaries Associate 5, Related companies 6,064 11, Total trade and other payables - related parties 11,600 11, Loans to related parties and interest receivables and loan from related party and interest payables As at and, the balances of loans to and interest receivables and loan from and interest payables between the Group and those related parties and the movement are as follows: Balance as at Increase Decrease Balance as at Long-term loan to related party during during and interest receivables Related by the period the period (Audited) MHG NPark Development Company Limited Associate 50, (206) 50,831 Total 50, (206) 50,831 4

17 Separate Balance as at Increase Decrease Balance as at Long-term loans to related parties during during and interest receivables Related by the period the period (Audited) Park Opera Company Limited Subsidiary 232, ,703 Natural Real Estate Company Limited Subsidiary 3, ,249 Natural Park Ville Company Limited Subsidiary 79, ,000 Richee Property Management Company Limited Subsidiary 15, ,815 Natural Hotel Chao Phraya Company Limited Subsidiary (404) - Park Gourmet Company Limited Subsidiary Khon Kaen Buri Company Limited Subsidiary 1,506,538 8,686-1,515,224 The Joint Venture of U City Public Company Limited, Amanresorts Services Limited and Silverlink Holdings Limited Subsidiary 583,188 6, ,390 Boonbaramee Metta Property Company Limited Subsidiary 7, ,555 N Park Global Holding Company Limited Subsidiary 720,198 4, ,372 Kamkoong Property Company Limited Subsidiary 84,886 7,014-91,900 Project Green Company Limited Subsidiary 1,038,625 6,210-1,044,835 Prime Area 38 Company Limited Subsidiary 1,547,305 17,070-1,564,375 Lombard Estate Holdings Limited Subsidiary - 286,965 (7,764) 279,201 MHG NPark Development Company Limited Associate 50, (206) 50,831 5,870, ,011 (8,374) 6,199,447 Less: Allowance for doubtful debts (331,739) - - (331,739) Total 5,539, ,011 (8,374) 5,867,708 Separate Balance as at Increase Decrease Balance as at Short-term loan from related party and during during interest payables Related by the period the period (Audited) BTS Asset Company Limited Subsidiary - 302, ,484 Total - 302, ,484 5

18 Directors and managements benefits During the three-month periods ended and, the Group had employee benefit expenses payable to their directors and managements as below. and separate Short-term employee benefits 8,860 6,005 Post-employment benefits Total 9,335 6, Current investments Separate (Audited) (Audited) Fixed deposits Fixed deposits with maturity date due more than 3 months , , , ,681 Investments in available-for-sale securities Mutual fund - cost 30, , Changes in net assets value Fair value 30, , Total current investments 30, , ,681 As at, fixed deposits carried interests between 0.90 and 1.45 percent per annum ( : 0.90 to 1.45 percent per annum) (The Company only: 0.90 to 1.35 percent per annum and : 0.90 to 1.35 percent per annum). 6

19 5. Trade and other receivables Separate (Audited) (Audited) Trade receivables - related parties (Note 3) Past due Up to 3 months 1,409 1, Over 12 months 73,008 73,008 73,008 73,008 Total 74,417 74,454 73,008 73,008 Less: Allowance for doubtful debts (72,880) (72,880) (72,880) (72,880) Total trade receivables - related parties, net 1,537 1, Trade receivables - unrelated parties Past due Up to 3 months 39,956 49, months Over 12 months 25,669 25,669 19,894 19,894 Total 65,751 75,121 19,894 19,894 Less: Allowance for doubtful debts (22,893) (22,893) (19,518) (19,518) Total trade receivables - unrelated parties, net 42,858 52, Total trade receivables - net 44,395 53, Other receivables Other receivables - related parties (Note 3) 5,006 6, Other receivables - unrelated parties 5,934 92, Advances Interest receivables Dividend receivables 5,818-5,818 - Total other receivables 16,988 99,107 6,665 1,020 Total trade and other receivables - net 61, ,909 7,169 1,524 7

20 6. Receivable from sales of investments in subsidiaries As discussed in Note the interim, receivable from sales of investments in subsidiaries and the present value of receivable as at are as follows: and separate Receivable from sales of investments in subsidiaries Present value of receivable Due within one year 280, ,006 Due in one up to three years 895, ,150 Total 1,175,000 1,072,156 Less: Financial income awaiting recognition (102,844) Present value of receivable 1,072,156 Receivable from sales of investments in subsidiaries are secured by the pledge of all ordinary shares and the mortgage of all land of Natural Project Chao Phraya Company Limited and Natural Hotel Chao Phraya Company Limited. 7. Real estate projects under development Separate (Audited) (Audited) Land 2,776,313 3,526, , ,016 Less: Allowance for impairment of land (5,987) (5,987) (5,987) (5,987) 2,770,326 3,520, , ,029 Land development cost 1,199 1,199 1,199 1,199 Construction cost 359, , , ,670 Others 10,498 10,498 10,499 10,499 Real estate projects under development - net 3,141,703 3,938, , , Restricted deposits The Group has pledged some of deposits at financial institutions as collateral against bank guarantees as discussed in Note 28.3 to the interim. 8

21 9. Investments in subsidiaries Details of investments in subsidiaries as presented in separate are as follows: Company s name Paid-up capital Shareholding percentage Cost method (Audited) (Audited) (Audited) (Percent) (Percent) Park Opera Company Limited 22,555 22, ,555 22,555 Natural Real Estate Company Limited 33,000 33, ,000 33,000 Natural Park Ville Company Limited 43,000 43, , ,340 Richee Property Management Company Limited 1,000 1, Natural Project Chao Phraya Company Limited - (*) 1,256, ,255,999 Natural Hotel Sukhumvit Company Limited 41,353 41, ,841 26,841 Park Gourmet Company Limited 25,000 25, ,000 25,000 Natural Hotel Panwa Company Limited 143, , , ,000 Natural Hotel Chao Phraya Company Limited - (*) 737, ,999 Khon Kaen Buri Company Limited 800, , , ,000 The Joint Venture of U City Public Company Limited, Amanresorts Services Limited and Silverlink Holdings Limited N Park Global Holding Company Limited 1,000 1, ,000 1,000 Boonbaramee Metta Property Company Limited 700, , , ,000 BTS Asset Company Limited 2,955,000 2,955, ,762,997 6,762,997 Kamkoong Property Company Limited 1,100,000 1,100, ,705,848 2,705,848 Project Green Company Limited 100, , , ,000 Prime Area 38 Company Limited 10,000 10, ,000 10,000 Lombard Estate Holdings Limited (GBP 77 million paid-up capital) 3,537,300 3,537, ,537,300 3,537,300 Total 14,701,880 16,694,878 Less: Provision for loss on diminution in value (1,084,508) (1,104,893) Net 13,617,372 15,589,985 (*) Disposed investments in subsidiaries during the period 9

22 9.1 Subsidiaries directly owned by the Company Natural Project Chao Phraya Company Limited ( NPC ) and Natural Hotel Chao Phraya Company Limited ( NHC ) On 10 May, the meeting of the Board of Directors of the Company passed a resolution to approve the sale of all ordinary shares of NPC and NHC to an unrelated party. Subsequently, on 29 March, the Company transferred all of the ordinary shares held in NPC and NHC to the buyer for a total consideration of Baht 1,623.5 million, with a cash payment of Baht million paid on the agreement and share transfer date and the remainder of price to be paid in installments within 29 March 2020, in accordance with the conditions stipulated in the share purchase and sale agreement. The balance amount is shown, net of financial income awaiting recognition, under the caption of Receivable from sales of investments in subsidiaries in the statement of financial position. The buyer has mortgaged land and pledged all ordinary shares of NPC and NHC as security for this debt, as described in Note 6 to the interim. The Company has excluded the of these subsidiaries from the consolidated since 29 March. The operating results of NPC and NHC were separately presented under Loss from discontinued operation for the period in statement of comprehensive income for the three-month periods ended and presented for comparative purposes. Details of the book values of assets and liabilities of NPC and NHC as at 29 March are as follows: NPC NHC Total Assets Cash and cash equivalents Real estate projects under development 647, ,207 Other current assets 150, ,265 Land and project awaiting development - 610, ,189 Property plant and equipment Other non-current assets Total assets 797, ,355 1,408,347 Liabilities Trade and other payables 1, ,057 Other current liabilities Total liabilities 1, ,307 Net assets 796, ,895 1,406,040 10

23 Details of sales of investments in subsidiaries as at 29 March are as follows: Separate financial statement financial statement Cash received from sales of investments in subsidiaries 448, ,500 Present value of receivable 1,071,914 1,071,914 Less: Net assets/net investments cost of NPC and NHC (1,406,040) (1,972,613) Gain (loss) on sales of investments in subsidiaries 114,374 (452,199) 9.2 Subsidiaries indirectly owned by the Company LH Unit Trust ( LHUT ) (held by Lombard Estate Holdings Limited ( LEH )) On 8 September, Thirty Three Gracechurch 1 Limited and Thirty Three Gracechurch 2 Limited, subsidiaries of LEH, invested a total of GBP 74,298,593 in units of LHUT and the Company has included the of LHUT in the consolidated financial statements since 8 September. Based on assessment of the above transaction, the management of the subsidiaries believes that the investment in LHUT is a business combination because the assets acquired and liabilities assumed constitute a business, and the subsidiaries have control over LHUT, in accordance with the definition specified in TFRS 3 (revised ) Business Combinations. Details of the acquisition are as follows: (Unit: Thousand GBP) Acquisition cost 74,299 Estimated carrying amount of net assets acquired (74,977) Estimated amount of interest in the net assets value over purchase cost (678) The estimated carrying amounts of net assets acquired of LHUT as at 8 September are as follows: (Unit: Thousand GBP) Estimated carrying amounts of net assets acquired Assets Other current assets 23 Investment properties 35,500 Leasehold rights 39,600 Total assets 75,123 Liabilities Trade and other payables 146 Total liabilities 146 Net asset value 74,977 11

24 As at, the subsidiaries were still in the process of determining the fair value of the business, and therefore assigned an independent appraiser to assess the fair value. In this regard, the fair values of assets acquired and liabilities assumed as at the date of acquisition were the estimated values, which might be adjusted in accordance with TFRS 3 (revised ) Business Combinations. According to the standard, the subsidiaries management is required to make a preliminary assessment of the fair values of businesses acquired as at the acquisition date. During the measurement period, which must not exceed one year from the acquisition date, the subsidiaries are to retrospectively adjust the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date. In addition, the fair values of the businesses acquired during the period are dependent on the result of the purchase price allocation exercise and this process is currently not completed. Such discrepancy of GBP 0.7 million, approximately Baht 30 million, is therefore recorded as current liabilities under Estimated amount of interest in the net asset value over purchase cost in the consolidated statement of financial position Vienna House Capital GmbH ( VHC ) (held by LEH) On 7 February, the meeting of the Board of Directors of the Company passed the key resolutions as follows: a) To approve LEH s acquisition of all ordinary shares of VHC, a company incorporated in Austria, from an unrelated party for an aggregate amount of EUR 35,000, to engage in investment in asset. Subsequently, LEH completed the acquisition of 35,000 shares of VHC with a par value of Euro 1 each on 10 February, received all shares and paid EUR 35,000 to the seller. As a result, the Company has control over VHC from 10 February onwards. The Company s management assessed that the assets and liabilities of VHC as at 1 January and 10 February are not materially different. The Company has therefore assumed that the date of the share acquisition was 1 January and included VHC s operating results in the consolidated financial statements as from 1 January. Based on the analysis, the management of LEH considers that the business acquisition of VHC was an asset acquisition because, applying the definition in TFRS 3 (revised ) Business Combinations, the assets acquired do not constitute a business. 12

25 The net assets acquired from the asset acquisition are as follows: (Unit: EUR) The net assets acquired Assets Cash and cash equivalents 11,331 Total assets 11,331 Liabilities Trade and other payables 6,555 Total liabilities 6,555 Net asset value 4,776 b) To approve VHC s acquisition of hotel business in Europe from unrelated parties for total initial consideration of EUR 170 million, which comprises initial share price of EUR 130 million and initial loan acquisition costs of EUR 40 million. The management of the Company believe that related transaction will be completed within July. 10. Investment in associate Investment in associate is as follows: Separate Shareholding percentage Equity method Cost method Nature of Country of Company s name business incorporation (Audited) (Audited) (Audited) (percent) (percent) MHG NPark Development Company Limited Property development Thailand ,654 54,863 50,000 50,000 Total 52,654 54,863 50,000 50, Other long-term investments and separate (Audited) Investments in available-for-sale securities Marketable equity securities - cost Marketable equity securities - fair value as at the reclassification date 591, ,180 Deficit on changes in value of investments (97,899) (89,307) Fair value 493, ,937 13

26 12. Land and project awaiting development Movements of the land and project awaiting development account during the three-month period ended are summarised below. Separate Net book value as at 1 January 2,657, ,499 Decrease from sales of investments in subsidiaries (Note 9.1.1) (610,189) - Net book value as at 2,047, , Investment properties Movements of the investment properties account during the three-month period ended are summarised below. Separate Net book value as at 1 January 7,216,208 - Additions during the period 8, ,999 Transfer in 157,372 - Amortisation (7,614) - Translation adjustment (35,899) - Net book value as at 7,338, ,999 A subsidiary has mortgaged land and constructions thereon amounting to Baht 2,667 million ( : Baht 2,667 million) as collateral against short-term loan from financial institution as discussed in Note 17 to the interim. 14

27 14. Property, plant and equipment Movements of the property, plant and equipment account during the three-month period ended are summarised below. Separate Net book value as at 1 January 6,864,961 20,924 Additions during the period 3, Depreciation for the period (42,285) (729) Write-off, net book value (216) - Decrease from sales of investments in subsidiaries (Note 9.1.1) (124) - Net book value as at 6,826,214 20,409 Subsidiaries have mortgaged land and constructions thereon amounting to Baht 5,022 million ( : Baht 5,072 million) as collateral against short-term loan from financial institution and liabilities under debt restructuring agreements as discussed in Note 17 and 19 to the interim. 15. Leasehold rights Movements of the leasehold rights account during the three-month period ended are summarised below. Net book value as at 1 January 1,816,502 Amortisation for the period (3,948) Translation adjustment (40,277) Net book value as at 1,772,277 15

28 16. Intangible assets Movements of the intangible assets account during the three-month period ended are summarised below. Separate Net book value as at 1 January 14,327 8,171 Additions during the period Amortisation for the period (633) (112) Net book value as at 13,856 8, Short-term loan from financial institution and interest payables and separate (Audited) Short-term loan from financial institution and interest payables 3,537,736 3,537,736 Total 3,537,736 3,537,736 A short-term loan from a financial institution is loan in the form of promissory notes carrying the interest at the fixed rate specified on the promissory notes. The loan is secured by the mortgage of subsidiaries land and structures thereon as discussed in Note 13 and 14 to the interim. 18. Trade and other payables Separate (Audited) (Audited) Trade payables - related parties (Note 3) Trade payables - unrelated parties 80,207 68,124 9,863 12,048 Other payables - related parties (Note 3) 10,755 10, Other payables - unrelated parties 11,139 12,906 5,150 5,016 Accrued expenses 108, ,023 30,689 58,431 Total trade and other payables 211, ,374 45,928 75,692 16

29 19. Liabilities under debt restructuring agreements (Audited) Liabilities under debt restructuring agreements 1,184,265 1,186,910 Less: Current portion (24,064) (18,929) Liabilities under debt restructuring agreements - net of current portion 1,160,201 1,167,981 Movements in liabilities under debt restructuring agreements account during the three-month period ended are summarised below. Balance as at 1 January 1,186,910 Less: Repayment (2,645) Balance as at 1,184,265 In 2014, a subsidiary entered into debt restructuring agreements with a financial institution. Under the conditions of such agreements, creditor has extended the repayment schedule for the subsidiary as follows: 1. The principal amounting to Baht 1,200 million is repayable in monthly installments commencing on 31 August 2014 and to be completed within a period of 12 years (due on 31 July 2026). 2. The interest rate applicable from the first to the second year is 4 percent per annum, and in the third year is 5 percent per annum. Subsequently, the interest is calculated at the rate of SPRL (Standard profit rate for prime corporate customer with long term financing) per annum. 3. Outstanding interest of Baht 90 million out of Baht 142 million is to be payable within September As for the remainder amounting to Baht 52 million, the financial institution agreed to forgive when the subsidiary complies with the conditions of the agreements. 17

30 Liabilities under debt restructuring agreements are guaranteed by the pledge of three subsidiaries ordinary shares in proportion of each the company of not less than 76 percent of the total shares, the mortgage of land and constructions thereon of subsidiaries, as described in Note 14 to the interim, and two subsidiaries, as the co-debtors to the financial institution. The debt restructuring agreements contain covenants pertaining, among other things, prohibit of share capital reduction, merger with other entity and dividend payment. 20. Provision for long-term employee benefits Movements in the provision for long-term employee benefits account during the three-month period ended are summarised below. Separate Balance as at 1 January 30,948 16,556 Current service cost 1, Interest cost Balance as at 32,550 17, Long-term provision Construction cost of car park building and skywalk Balance as at 1 January 320,505 Increase from revision of provision 200 Decrease from actual payment (15,515) Balance as at 305,190 A subsidiary, BTS Asset Company Limited, recorded provision for its contractual obligations with a bank to construct car park building and skywalk. The subsidiary s management believes that the assumptions are appropriate under the current circumstance. 18

31 22. Warrants On 6 November 2014, a meeting of the Board of Directors of the Company approved date of issuance of the warrants to purchase the ordinary shares of the Company No.1 ( the Warrants U-W1 ) issued to the Company s existing shareholders in a ratio of 1 warrant for every 1 existing ordinary share, without specifying the offer price. Details are as follows: Issue date 7 November 2014 Number of warrants 180,637,710,882 units Contractual lifes 5 years from the issue date Exercise price 1 unit of the warrant can purchase 1 ordinary share at the exercise price of Baht 0.06 On 30 March 2015, a meeting of the Board of Directors of the Company approved date of issuance of the warrants to purchase the ordinary shares of the Company No.2 ( the Warrants U-W2 ) issued to BTS Group Holdings Public Company Limited ( BTSG ) without specifying the offer price, in order to conform with the transactions of acquiring ordinary shares of two subsidiaries from BTSG. Details are as follows: Issue date 20 April 2015 Number of warrants 100,043,438,606 units Contractual lifes The maturity date of the warrant will be the same date with the Warrants U-W1 which is 6 November 2019 Exercise price 1 unit of the warrant can purchase 1 ordinary share at the exercise price of Baht

32 23. Income tax Interim income tax expense 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 and are made up as follows: Separate Current income tax: Current income tax charge 25,239 7, Deferred tax: Relating to origination of temporary differences and reversal of temporary differences 1,077 1, Income tax expense reported in the statement of comprehensive income 26,316 8, The amounts of income tax relating to each component of other comprehensive income for the three-month periods ended and are as follows: Separate Deferred tax on gain (loss) from the change in value of available-for-sale investments (46) 7,031-6,934 (46) 7,031-6, 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 (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 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 the conversion took place either at the beginning of the period or on the date of the potential ordinary shares were issued. 20

33 Details of calculation of earnings per share for the three-month periods ended and are as below. Weighted average number Profit (loss) of ordinary shares Profit (loss) per share (Thousand (Thousand (Thousand (Thousand (Baht) (Baht) Baht) Baht) shares) shares) Earnings per share Basic earnings per share Profit (loss) attributable to equity holders of the Company 31,921 (8,173) 561,362, ,362, ( ) Earnings per share from continued operation Basic earnings per share Profit (loss) attributable to equity holders of the Company 38,729 (6,987) 561,362, ,362, ( ) Separate Weighted average number Profit (loss) of ordinary shares Profit (loss) per share (Thousand (Thousand (Thousand (Thousand (Baht) (Baht) Baht) Baht) shares) shares) Earnings per share Basic earnings per share Profit (loss) attributable to equity holders of the Company (509,310) 24, ,362, ,362,299 ( ) An exercise price of the Warrants U-W1 and the Warrants U-W2 were higher than the average market price of the Company s shares for the three-month periods ended and. Therefore, the Company has not assumed conversion of these warrants in the calculation of diluted earnings per share. 21

34 25. Foreign currency assets and liabilities As at and, the Group had foreign currency liabilities as follows: Foreign currency Financial liabilities Exchange rate (Audited) (Thousand) (Thousand) (Baht per 1 foreign currency unit) US dollar Euro SG dollar Fair value hierarchy As at, the Group had the assets that were measured at fair value using different levels of inputs as follows: Level 1 Level 2 Level 3 Total Financial assets measured at fair value Investments in available-for-sale securities 493,345 30, ,114 Assets for which fair value are disclosed Investment properties Land - - 6,352,061 6,352,061 Office building (included leasehold rights) (GBP 75.1 million) - - 3,230,460 3,230,460 Separate Level 1 Level 2 Level 3 Total Financial assets measured at fair value Investments in available-for-sale securities 493, ,345 Assets for which fair value are disclosed Investment properties Land , ,896 22

35 27. Segment information The Group is organised into business units based on its products and services. The following table presents revenue and profit information regarding the Group s operating segments for the three-month periods ended and. (Unit: Million Baht) Rental financial Hotel business business Elimination statements Revenues from external customers Total revenues Segment profit Unallocated revenues and expenses: Dividend income 6 19 Interest income 1 1 Gain on sales of investments in subsidiaries Other income 4 8 Selling and servicing expenses (35) (34) Administrative expenses (139) (120) Depreciation and amortisation (54) (49) Share of loss from investment in associate (2) - Finance cost (59) (19) Income tax expenses (26) (9) Loss from discontinued operation (7) (1) Profit (loss) for the period / profit (loss) attributable to equity holders of the Company 32 (8) 23