vgi global media public company limited and its...

VGI Global Media Public Company Limited and its subsidiaries

Report and interim consolidated financial statements

For the three-month period ended 30 June 2017

Independent Auditor’s Report on Review of Interim Financial Information

To the Shareholders of VGI Global Media Public Company Limited

I have reviewed the accompanying consolidated statement of financial position of

VGI Global Media Public Company Limited and its subsidiaries as at 30 June 2017, 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 financial statements, and have also reviewed the separate financial information

of VGI Global Media Public Company Limited 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.

2

Emphasis of Matters

I draw attention to the notes to the interim consolidated financial statements, in respect of

the following matters:

Notes 5 and 7 The acquisitions of investments in a subsidiary (Co-Mass Company Limited)

and an associate (Demo Power (Thailand) Company Limited). The Company

and a subsidiary (Eye On Ads Company Limited) (acquirers) are currently in

processes of measuring the fair value at

the acquisition dates of the identifiable assets acquired, liabilities assumed and

goodwill, and have not yet completed the measurement.

Note 6 The measurement of the fair value at the acquisition date of the identifiable

assets acquired and liabilities assumed of a jointly controlled entity (Rabbit-

LINE Pay Company Limited), and goodwill, which has been completed during

the current quarter.

My conclusion is not qualified in respect of these matters.

Supachai Phanyawattano

Certified Public Accountant (Thailand) No. 3930

EY Office Limited

Bangkok: 2 August 2017


Statement of financial position

As at 30 June 2017

(Unit: Thousand Baht)

Note 30 June 2017 31 March 2017 30 June 2017 31 March 2017

(Unaudited (Audited) (Unaudited (Audited)

but reviewed) but reviewed)

Assets

Current assets

Cash and cash equivalents 625,202 798,809 56,802 47,738

Current investments 268,904 411,490 98,965 99,591

Bank account for advances received from cardholders 384,372 375,229 - -

Trade and other receivables 4 815,123 763,110 464,794 459,522

Short-term loans to a subsidiary 3 - - 35,000 40,500

Current portion of long-term loans to related parties 3 9,819 91,402 - 80,494

Prepaid expenses 109,862 91,211 15,363 12,065

Other current assets 79,028 81,559 11,439 9,801

2,292,310 2,612,810 682,363 749,711

Assets held for sale 8 102,603 - 102,603 -

Total current assets 2,394,913 2,612,810 784,966 749,711

Non-current assets

Restricted bank deposits 19.4 4,603 4,303 - -

Long-term loans to related parties - net of current portion 3 60,001 60,847 - -

Investments in subsidiaries 5 - - 2,412,791 2,404,921

Investments in joint ventures 6 690,031 709,604 2,038 2,038

Investments in associates 7 650,325 641,423 596,476 596,476

Other long-term investment 8 - 22,109 - 22,109

Estimated amount by which costs of the acquisition of investment

in a subsidiary exceed identifiable net assets of the acquiree 5 278,081 - - -

Goodwill 1,486,844 1,486,844 - -

Investment properties 64,920 64,920 - -

Advance payments for purchases of assets 36,767 - 36,767 -

Plant and equipment 9 1,670,812 1,502,732 1,011,493 1,060,089

Intangible assets 10 662,901 684,144 34,011 36,991

Deferred tax assets 37,450 32,692 21,123 14,746

Other non-current assets 175,799 162,556 58,031 58,015

Total non-current assets 5,818,534 5,372,174 4,172,730 4,195,385

Total assets 8,213,447 7,984,984 4,957,696 4,945,096

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

Separate financial statementsConsolidated financial statements


Statement of financial position (continued)

As at 30 June 2017





Liabilities and shareholders' equity

Current liabilities

Short-term loans from financial institutions 733,000 778,000 498,000 778,000

Trade and other payables 11 582,543 536,301 129,791 100,655

Accrued expenses 400,508 399,772 282,583 286,864

Advances received from cardholders 377,642 374,921 - -

Short-term loans from a subsidiary 3 - - - 10,000

Current portion of long-term loans from financial institutions 12 243,841 245,893 200,000 200,000

Income tax payable 105,200 74,824 87,329 50,227

Current portion of unearned revenues 65,062 54,222 44,284 29,612

Deposits from cardholders 117,815 118,232 - -

Deposits received from renting spaces 78,329 75,318 79,113 77,206

Provisions 3 - - 56,936 29,209

Other current liabilities 137,219 150,043 51,519 41,838

Total current liabilities 2,841,159 2,807,526 1,429,555 1,603,611

Non-current liabilities

Unearned revenues - net of current portion 5,775 5,902 5,775 5,902

Long-term loans from financial institutions - net of

current portion 12 1,922,500 1,933,000 1,800,000 1,800,000

Provision for long-term employee benefits 13 59,586 48,355 21,264 21,037

Deferred tax liabilities 70,956 73,870 - -

Other non-current liabilities 18,373 11,020 - -

Total non-current liabilities 2,077,190 2,072,147 1,827,039 1,826,939

Total liabilities 4,918,349 4,879,673 3,256,594 3,430,550




Statement of financial position (continued)

As at 30 June 2017





Shareholders' equity

Share capital 14

Registered

8,919,905,230 ordinary shares of Baht 0.1 each 891,991 891,991 891,991 891,991

Issued and fully paid-up

6,864,332,902 ordinary shares of Baht 0.1 each 686,433 686,433 686,433 686,433

Share premium 865,389 865,389 865,389 865,389

Retained earnings

Appropriated - statutory reserve 89,199 89,199 89,199 89,199

Unappropriated 941,209 767,539 723,753 537,197

Differences on business combination

under common control (663,672) (663,672) (663,672) (663,672)

Surplus from changes in the ownership interests

in a subsidiary 110,914 110,914 - -

Other components of shareholders' equity 266 320 - -

Equity attributable to owners of the Company 2,029,738 1,856,122 1,701,102 1,514,546

Non-controlling interests of the subsidiaries 1,265,360 1,249,189 - -

Total shareholders' equity 3,295,098 3,105,311 1,701,102 1,514,546

Total liabilities and shareholders' equity 8,213,447 7,984,984 4,957,696 4,945,096

- - - -


Directors


(Unaudited but reviewed)


Statement of comprehensive income


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

Note 2017 2016 2017 2016

(Restated)

Profit or loss:

Revenues

Service income 15 845,571 621,827 541,913 478,414

Sales 6,024 2,046 - -

Dividend income 3, 5 - - 12,386 22,529

Gain on change in status of investment - 207,438 - -

Other income 21,064 18,212 7,103 4,694

Total revenues 872,659 849,523 561,402 505,637

Expenses

Costs of services 354,195 255,073 186,622 161,200

Cost of sales 1,900 726 - -

Servicing and selling expenses 90,339 56,008 27,393 25,652

Administrative expenses 165,012 129,745 67,452 65,654

Loss on impairment of other long-term investment - 7,891 - 17,891

Loss on provision for revenues being lower than

the minimum guaranteed amounts 3 - 28,230 27,726 33,876

Other expenses 1,712 3,095 2,077 1,167

Total expenses 613,158 480,768 311,270 305,440

Profit before share of profit (loss) from investments in

joint ventures and associates, finance cost and

income tax expenses 259,501 368,755 250,132 200,197

Share of profit (loss) from investments in joint ventures

and associates (8,367) 2,449 - -

Profit before finance cost and income tax expenses 251,134 371,204 250,132 200,197

Finance cost (23,006) (4,583) (20,364) (1,979)

Profit before income tax expenses 228,128 366,621 229,768 198,218

Income tax expenses 16 (54,591) (72,977) (43,212) (62,909)

Profit for the year 173,537 293,644 186,556 135,309

Other comprehensive income:

Other comprehensive income to be reclassified to

profit or loss in subsequent periods:

Exchange differences on translation of financial

statements in foreign currency - net of income tax (73) 577 - -

Gain on changes in value of available-for-sale

investments - net of income tax (255) - - -

Other comprehensive income to be reclassified to

profit or loss in subsequent periods - net of income tax (328) 577 - -

Other comprehensive income not to be reclassified to

profit or loss in subsequent periods:

Actuarial loss - net of income tax (3,795) - - -

Other comprehensive income not to be reclassified to

profit or loss in subsequent periods - net of income tax (3,795) - - -

Other comprehensive income for the year (4,123) 577 - -

Total comprehensive income for the year 169,414 294,221 186,556 135,309


Consolidated financial statements Separate financial statements



Statement of comprehensive income (continued)


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

Note 2017 2016 2017 2016

(Restated)

Profit attributable to:

Equity holders of the Company 174,949 313,266 186,556 135,309

Non-controlling interests of the subsidiaries (1,412) 3,977

Shareholders of subsidiaries before business combination

under common control - (23,599)

173,537 293,644

Total comprehensive income attributable to:

Equity holders of the Company 173,616 313,482 186,556 135,309

Non-controlling interests of the subsidiaries (4,202) 4,338

Shareholders of subsidiaries before business combination

under common control - (23,599)

169,414 294,221

Earnings per share 27

Basic earnings per share

Profit attributable to equity holders of the Company 0.03 0.05 0.03 0.02





Cash flow statement



2017 2016 2017 2016

(Restated)

Cash flows from operating activities

Profit before tax 228,128 366,621 229,768 198,218

Adjustments to reconcile profit before tax to net cash provided by

(paid from) operating activities:

Depreciation 73,908 54,759 50,847 43,417

Amortisation 27,231 16,553 3,353 2,755

Allowance for doubtful accounts (reversal) (1,173) 1,187 2,051 -

Allowance for impairment of other long-term investment - 7,891 - 17,891

(Gain) loss on sales / write-off of assets 273 307 (8) 307

Loss on provision for revenues being lower than

the minimum guaranteed amounts - 28,230 27,726 33,876

Provision for long-term employee benefits 6,167 2,071 1,133 1,066

Dividend income - - (12,386) (22,529)

Gain on change in status of investment - (207,438) - -

Gain on sales of current investments (1,205) (1) (1,492) (1)

Unrealised loss on changes in value of current investments

in trading securities 1,480 1,167 1,480 1,167

Share of (profit) loss from investments in joint ventures and associates 8,367 (2,449) - -

Interest income (7,873) (10,002) (2,054) (3,689)

Interest expenses 22,324 3,993 20,298 1,728

Profit from operating activities before changes in

operating assets and liabilities 357,627 262,889 320,716 274,206

Operating assets (increase) decrease

Bank account for advances received from cardholders (9,143) (19,618) - -

Trade and other receivables (31,346) 67,783 (7,323) 3,090

Other current assets 4,545 (66,925) (4,939) (207)

Other non-current assets (2,630) (30,589) (16) (23,317)

Operating liabilities increase (decrease)

Trade and other payables (60,522) (5,305) 26,457 (16,826)

Accrued expenses (8,782) (19,057) (4,280) (3,810)

Advances received from cardholders 2,721 19,094 - -

Unearned revenues 10,714 6,712 14,546 (178)

Deposits from cardholders (417) (526) - -

Deposits received from renting spaces 3,012 1,362 1,907 1,362

Other current liabilities 3,082 (5,008) 9,681 1,347

Provision for long-term employee benefits (2,154) (5,915) (906) (5,915)

Other non-current liabilities (565) (198) - -

Cash flows from operating activities 266,142 204,699 355,843 229,752

Cash paid for interest expenses (20,314) (3,947) (19,039) (1,728)

Cash paid for corporate income tax (37,883) (14,841) (12,487) (10,895)

Net cash flows from operating activities 207,945 185,911 324,317 217,129





Cash flow statement (continued)



2017 2016 2017 2016

(Restated)

Cash flows from investing activities

Increase in restricted bank deposits (300) (9) - -

Purchase of current investments (322,240) (299,876) (192,411) (29,876)

Proceeds from sales of current investments 464,550 26,976 193,050 26,976

(Increase) decrease in short-term loans to related parties - (31,500) 5,500 (5,000)

Increase in long-term loan to a related party (1,989) (5,421) - -

Decrease in long-term loans to related parties 3,926 - - -

Net cash paid for purchases of investments in subsidiaries (Note 5) (224,815) (294,509) (7,870) (424,502)

Cash paid for purchases of investments in joint ventures (250) - (250) -

Cash paid for purchases of investments in associates - (749,999) - -

Advances paid for purchases of assets (36,767) - (36,767) -

Acquisition of equipment (186,013) (27,177) (956) (24,683)

Acquisition of intangible assets (3,627) (17,135) - (545)

Dividend income 1,496 24,264 12,386 22,529

Interest income 6,425 8,937 2,055 2,591

Proceeds from sales of equipment 319 17 10 17

Net cash flows used in investing activities (299,285) (1,365,432) (25,253) (432,493)

Cash flows from financing activities

Increase (decrease) in short-term loans from financial institutions (45,000) 200,300 (280,000) 200,000

Decrease in short-term loans from related parties - (574) (10,000) -

Repayment of long-term loans from financial institutions (12,552) (9,368) - -

Proceeds from exercises of warrants - 77 - 77

Dividend paid by a subsidiary to non-controlling interests

of the subsidiary (24,387) - - -

Net cash flows from (used in) financing activities (81,939) 190,435 (290,000) 200,077

Increase (decrease) in translation adjustments (328) 420 - -

Net increase (decrease) in cash and cash equivalents (173,607) (988,666) 9,064 (15,287)

Cash and cash equivalents at beginning of period 798,809 1,309,434 47,738 83,227

Cash and cash equivalents at end of period 625,202 320,768 56,802 67,940

- -

Supplemental disclosures of cash flow information

Non-cash transactions

Payable of acquisition of equipment 5,933 11,925 1,546 11,734

Payable of acquisition of intangible assets 2,250 - 123 -

Transfer equipment to intangible assets 112 2,111 250 -

Change in status of investment from investment in an associate

to investment in a subsidiary - 617,354 - 626,733

Transfer liability under the loan agreement of non-controlling

interests of a subsidiary to non-controlling interests of

the subsidiaries when loans were provided to the subsidiary 20,366 - - -





Statement of changes in shareholders' equity



Equity attributable

Differences Surplus from Exchange Surplus on to shareholders

Share on business changes in differences on changes in Total other Total equity of subsidiaries

Issued and subscriptions combination the ownership translation of value of components of attributable to Non-controlling before business Total

paid-up Share received under common interests in financial statements available-for-sale shareholders' owners of interests of combination under shareholders'

share capital premium in advance Appropriated Unappropriated control a subsidiary in foreign currency investments equity the Company the subsidiaries common control equity

Balance as at 1 April 2016 686,432 865,313 - 85,799 596,646 7,989 - - - - 2,242,179 301,857 1,291,219 3,835,255

Profit for the period (restated) - - - - 313,266 - - - - - 313,266 3,977 (23,599) 293,644

Other comprehensive income for the period (restated) - - - - - - - 216 - 216 216 361 - 577

Total comprehensive income for the period (restated) - - - - 313,266 - - 216 - 216 313,482 4,338 (23,599) 294,221

Exercised warrants - - 77 - - - - - - - 77 - - 77

Increase in non-controlling interests of the subsidiaries

from change in status of investment - - - - - - - - - - - 611,999 - 611,999

Balance as at 30 June 2016 - as restated 686,432 865,313 77 85,799 909,912 7,989 - 216 - 216 2,555,738 918,194 1,267,620 4,741,552

Balance as at 1 April 2017 686,433 865,389 - 89,199 767,539 (663,672) 110,914 234 86 320 1,856,122 1,249,189 - 3,105,311

Profit for the period - - - - 174,949 - - - - - 174,949 (1,412) - 173,537

Other comprehensive income for the period - - - - (1,279) - - 32 (86) (54) (1,333) (2,790) - (4,123)

Total comprehensive income for the period - - - - 173,670 - - 32 (86) (54) 173,616 (4,202) - 169,414

Dividend paid by a subsidiary to

non-controling interests of the subsidiary - - - - - - - - - - - (24,387) - (24,387)


from acquisition of investments in subsidiaries of

a subsidiary (Note 5) - - - - - - - - - - - 24,394 - 24,394


from adjustment to liability under the loan agreement

of a subsidiary - - - - - - - - - - - 20,366 - 20,366

Balance as at 30 June 2017 686,433 865,389 - 89,199 941,209 (663,672) 110,914 266 - 266 2,029,738 1,265,360 - 3,295,098

-


Consolidated financial statements

Retained earnings

Other components of shareholders' equity

Other comprehensive income

Equity attributable to owners of the Company



Statement of changes in shareholders' equity (continued)



Share Differences

Issued and subscriptions on business Total

paid-up received combination under shareholders'

share capital Share premium in advance Appropriated Unappropriated common control equity

Balance as at 1 April 2016 686,432 865,313 - 85,799 531,034 7,989 2,176,567

Total comprehensive income for the period - profit for the period - - - - 135,309 - 135,309

Exercised warrants 77 - - - 77

Balance as at 30 June 2016 686,432 865,313 77 85,799 666,343 7,989 2,311,953

Balance as at 1 April 2017 686,433 865,389 - 89,199 537,197 (663,672) 1,514,546

Total comprehensive income for the period - profit for the period - - - - 186,556 - 186,556

Balance as at 30 June 2017 686,433 865,389 - 89,199 723,753 (663,672) 1,701,102

-


Separate financial statements

Retained earnings


1


Notes to interim consolidated financial statements


1. General information

1.1 Basis of preparation of interim financial statements

These interim financial statements are prepared in accordance with Thai Accounting

Standard No. 34 (revised 2016) Interim Financial Reporting, with the Company choosing to

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

the statements of financial position, comprehensive income, changes in shareholders'

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

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

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

events and circumstances so as not to duplicate information previously reported.

These interim financial statements should therefore be read in conjunction with the latest

annual financial statements.

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

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

been translated from the Thai language interim financial statements.

1.2 Basis of consolidation

These interim consolidated financial statements include the financial statements of

VGI Global Media Public Company Limited (“the Company”) and its subsidiary companies

(“the subsidiaries”) (together “the Group”) and have been prepared on the same basis as

that applied for the consolidated financial statements for the year ended 31 March 2017.

There was a change in the composition of the Group during the period whereby, as

discussed in Note 5 to the interim consolidated financial statements, on 30 June 2017,

a subsidiary indirectly owned by the Company (Eye On Ads Company Limited) acquired

70 percent of all issued ordinary shares of Co-Mass Company Limited (“Co-Mass”).

Co-Mass has therefore been fully consolidated since that date, when the Company and

its subsidiaries obtained control.


2

In addition, the acquisition of investments in BSS Holdings Company Limited and

Bangkok Smartcard System Company Limited on 21 March 2017 was considered to be

an acquisition of investments in subsidiaries under common control. Thus, the presentation

of the interim consolidated financial statements is prepared to reflect the operating results

and cash flows on the basis of the economic substance of the Group under common control.

The Group has also presented consolidated financial statements for the three-month period

ended 30 June 2016 for comparative purposes.

The amounts of the adjustments affecting the consolidated statements of comprehensive

income are summarised below.


For

the three-month

period ended

30 June 2016

Increase (decrease) in consolidated statement of comprehensive income

Profit or loss:

Service income and sales 73,299

Other income 11,638

Costs of services and sales 43,715

Selling and administrative expenses 61,404

Share of profit from investments in joint ventures (1,210)

Finance cost 2,549

Income tax expenses (342)

Profit for the period (23,599)

1.3 New financial reporting standards

During the period, the Company and its subsidiaries adopted the revised financial reporting

standards and interpretations (revised 2016) and new accounting treatment guidance which

are effective for fiscal years beginning on or after 1 January 2017. 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 did not have any significant impact on

the financial statements of the Company and its subsidiaries. However, one standard

involves changes to key principles, which are summarised below.


3

TAS 27 (revised 2016) Separate Financial Statements

This revised standard stipulates an additional option to account for investments in

subsidiaries, joint ventures and associates in separate financial statements under the equity

method, as described in TAS 28 (revised 2016) Investments in Associates and

Joint Ventures. However, the entity is to apply the same accounting treatment for

each category of investment. If an entity elects to account for such investments using

the equity method in the separate financial statements, it has to adjust the transaction

retrospectively.

This standard did not have any significant impact on the financial statements of the Company

and its subsidiaries because the management decided to continue accounting for

such investments under the cost method in the separate financial statements.

2. Significant accounting policies

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

methods of computation as were used for the financial statements for the year ended

31 March 2017.

3. Related party transactions

During the periods, the Company and its subsidiaries 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 Company, its subsidiaries and those related parties.

(Unit: Million Baht)

For the three-month periods ended 30 June

Consolidated

financial statements

Separate

financial statements Transfer pricing policy

2017 2016 2017 2016

(Restated) (Restated)

Transactions with subsidiaries

(eliminated from the consolidated financial statements)

Service income - - 39 9 Contract rate

Dividend income - - 12 - Announced rate

Other income - - 2 - Contract rate

Costs of services - - 9 - Contract rate

Loss on provision for revenues

being lower than the minimum

guaranteed amounts - - 28 6 Contract rate


4



Consolidated


Separate


2017 2016 2017 2016


Transactions with the ultimate parent company

Service income - 1 - - Contract rate

Other income - 5 - - Contract rate

Investor relation expenses 1 1 1 1 Contract rate

Transactions with the parent company

Service income 16 15 2 2 Contract rate

Concession fees and other costs

of services 67 61 62 50 Contract rate

Marketing and sales promotion

expenses 2 - - - Contract rate

Transactions with jointly controlled entities

Service income 10 - - - Contract rate

Dividend income 2 13 - - Announced rate

Interest income 1 1 - - Contract rate

Other income 1 1 - - Contract rate

Transactions with associates

Service income 4 - 4 - Contract rate

Dividend income - - - 23 Announced rate

Interest income 1 - - - Contract rate

Other income - 1 - 1 Contract rate

Rental and service expenses 2 1 - - Contract rate

Loss on provision for revenues

being lower than the minimum

guaranteed amounts - 28 - 28 Contract rate


5



Consolidated


Separate


2017 2016 2017 2016


Transactions with related companies

Service income 11 8 - - Contract rate

Interest income 1 2 1 1 Contract rate

Other income 2 1 - - Contract rate

Costs of services 4 5 - 1 Contract rate

Marketing and sales promotion

expenses 5 3 - - Contract rate

Rental and service expenses 6 6 4 4 Contract rate

Other selling and administrative

expenses 2 3 2 - Agreed-upon price

The balances of the accounts between the Company, its subsidiaries and those related

individuals or companies were as follows:



30 June 2017 31 March 2017 30 June 2017 31 March 2017

(Audited) (Audited)

Trade and other receivables - related parties (Note 4)

Ultimate parent company - 2,706 - -

Parent company 13,624 21,245 1,498 1,498

Subsidiaries - - 21,911 20,335

Jointly controlled entities 29,356 16,151 - -

Associates 3,240 6,237 2,946 5,536

Related companies (related by

common shareholders and/or

directors, being shareholders of

subsidiaries, or related as

the Company is a shareholder) 47,446 32,947 3,080 2,177

Total trade and other receivables -

related parties 93,626 79,286 29,435 29,546


6




(Audited) (Audited)

Short-term loans to a subsidiary

Subsidiary - - 35,000 40,500

Prepaid expenses - related parties

Ultimate parent company 465 557 - -

Parent company 10,174 12,057 10,174 12,057


common shareholders and

directors, or being shareholders

of subsidiaries) 5,326 6,031 - -

Total prepaid expenses -

related parties 15,965 18,645 10,174 12,057

Advance payments to the parent company

Parent company 31 20 - -

Retentions receivable - related party

Related company (related by


directors) 210 210 - -

Long-term loans to related parties

Jointly controlled entities 47,252 45,263 - -

Associate 22,567 26,493 - -

Related company (related as


Total 150,313 152,250 80,494 80,494

Assets held for sale (Note 8) (80,494) - (80,494) -

Total long-term loans to

related parties - net 69,819 152,250 - 80,494

Deposits - related parties

Parent company 526 531 526 531



directors) 4,867 4,979 2,992 2,992

Total deposits - related parties 5,393 5,510 3,518 3,523


7




(Audited) (Audited)

Trade and other payables - related parties (Note 11)

Ultimate parent company 375 - 375 -

Parent company 99,724 58,363 87,185 48,454

Subsidiaries - - 5,712 4,113

Associates 381 66 - -



directors, being shareholders of

subsidiaries, or related as


Related individuals (being

directors or shareholders of

subsidiaries) 39,000 60,023 - -

Total trade and other payables -

related parties 156,332 134,059 98,139 55,283

Accrued expenses - related parties

Parent company 729 525 - -



directors, or being shareholders

of subsidiaries) 7,172 5,176 - -

Total accrued expenses -

related parties 7,901 5,701 - -

Short-term loan from a subsidiary

Subsidiary - - - 10,000

Unearned revenues - related parties

Parent company 8,058 8,184 6,281 6,407

Subsidiary - - 14 -

Related company (related by


directors) 100 567 - -

Total unearned revenues -

related parties 8,158 8,751 6,295 6,407


8




(Audited) (Audited)

Deposits received from renting spaces - subsidiary

Subsidiary - - 784 1,888

Provision for revenues being lower than the minimum guaranteed amounts - subsidiary

Subsidiary - - 56,936 29,209

Other current liabilities - related party

Related company (being

a shareholder of a subsidiary) 1,112 1,112 - -

Long-term loan from a related party

Related individual (being

a shareholder of a subsidiary) - 400 - -

Short-term loans to a subsidiary

The balances of short-term loans between the Company and its subsidiaries and

the movements were as follows:



Balance as at Balance as at

31 March Increase Decrease 30 June

Short-term loans 2017 during the period during the period 2017

(Audited)

Subsidiary

888 Media Company Limited 40,500 - (5,500) 35,000


9

Long-term loans to related parties

The balances of long-term loans between the Company and those related companies and

the movements were as follows:





Long-term loans 2017 during the period during the period 2017

(Audited)

Jointly controlled entity

ATS Rabbit Special Purpose

Vehicle Company Limited 45,263 1,989 - 47,252

Associate

Eyeballs Channel Sdn Bhd 26,493 - (3,926) 22,567

Related company

Midas Global Media Company

Limited (related as the

Company is a shareholder) 80,494 - - 80,494

Total 152,250 1,989 (3,926) 150,313

Assets held for sale (Note 8) - (80,494)


related parties - net 152,250 69,819





Long-term loan 2017 during the period during the period 2017

(Audited)

Related company

Midas Global Media Company

Limited (related as the

Company is a shareholder) 80,494 - - 80,494

Assets held for sale (Note 8) - (80,494)


related parties - net 80,494 -


10

Short-term loan from a subsidiary

The balance of short-term loan between the Company and its subsidiaries and the movement

were as follows.





Short-term loan 2017 during the period during the period 2017

(Audited)

Subsidiary

VGI Advertising Media

Company Limited 10,000 - (10,000) -

Long-term loan from a related party

The balance of long-term loan between a subsidiary and that related individual and

the movement was as follows.





Long-term loan 2017 during the period during the period 2017

(Audited)

Related individual

Shareholder of a subsidiary 9 400 - (400) -


11

Directors and management’s benefits

During the periods, the Company and its subsidiaries had employee benefit expenses

payable to their directors and management as detailed below.



Consolidated


Separate


2017 2016 2017 2016

(Restated)

Short-term employee benefits 36 28 17 15

Post-employment benefits 3 1 1 1

Total 39 29 18 16

4. Trade and other receivables


Consolidated


Separate


30 June

2017

31 March

2017

30 June

2017

31 March

2017

(Audited) (Audited)

Trade receivables - related parties

Aged on the basis of due dates

Not yet due 19,195 21,767 19,853 21,158

Past due

Up to 3 months 12,081 4,076 2,264 -

6 - 12 months - 9,836 - -

Over 12 months 8,560 - - -

Total trade receivables - related parties 39,836 35,679 22,117 21,158


12


Consolidated


Separate


30 June

2017

31 March

2017

30 June

2017

31 March

2017

(Audited) (Audited)

Trade receivables - unrelated parties

Aged on the basis of due dates

Not yet due 468,351 555,397 318,340 365,116

Past due

Up to 3 months 154,837 73,939 69,633 36,736

3 - 6 months 28,345 15,408 24,736 7,788

6 - 12 months 9,802 2,133 4,431 -

Over 12 months 25,243 26,790 9,473 9,473

Total 686,578 673,667 426,613 419,113

Less: Allowance for doubtful debts (23,474) (24,647) (11,523) (9,473)

663,104 649,020 415,090 409,640

Cheques awaiting deposit 2,654 712 - -

Total trade receivables - unrelated parties - net 665,758 649,732 415,090 409,640

Total trade receivables - net 705,594 685,411 437,207 430,798

Other receivables

Other receivables - related parties 13,128 7,511 2,960 5,555

Other receivables - unrelated parties 45,677 32,874 20,080 19,269

Dividend receivable - related party 16,143 15,335 - -

Interest receivable from financial institutions 2,539 3,647 189 1,067

Interest receivable from related parties 3,732 3,231 3,041 2,164

Accrued income - related parties 20,787 17,530 1,317 669

Accrued income - unrelated parties 16,784 6,832 - -

Total 118,790 86,960 27,587 28,724

Less: Allowance for doubtful debts (9,261) (9,261) - -

Total other receivables - net 109,529 77,699 27,587 28,724

Total trade and other receivables - net 815,123 763,110 464,794 459,522


13

5. Investments in subsidiaries

Master Ad Public Company Limited (“MACO”)

On 24 April 2017, the Annual General Meeting of MACO’s shareholders passed

a resolution to pay to the shareholders a cash dividend for 2016 of Baht 0.011 per share, or

a total of Baht 37 million. The Company received dividends of Baht 12 million from MACO

on 12 May 2017, and recognised the dividend income in the separate financial statements.

Eye On Ads Company Limited (“Eye On Ads”)

On 30 June 2017 (the acquisition date), Eye On Ads (a subsidiary owned by MACO)

acquired 39,375 ordinary shares with a par value of Baht 100 each of Co-Mass Company

Limited (“Co-Mass”), from an existing shareholder (“the Seller”), which is an unrelated

company, at the acquisition price of Baht 335 million, in accordance with resolutions passed

by the Company’s Board of Directors meeting No. 4/2017 and MACO’s Board of Directors

meeting No. 3/2017 on 16 May 2017. Co-Mass is a limited company incorporated and

domiciled in Thailand and principally engaged in the provision of out of home advertising

media. The investment represents 70 percent of all issued shares of Co-Mass, and

the acquisition price is that agreed between MACO and the Seller, in accordance with

the terms and conditions stipulated in the share purchase and sale agreement dated

23 May 2017 between Eye On Ads and the Seller. On 23 January 2017, 29 June 2017 and

the acquisition date, Eye On Ads made payments totaling Baht 245 million to the Seller.

The remaining balance of the acquisition price, amounting to Baht 90 million, was paid on

31 July 2017 and was presented as other payable from purchase of investment in

a subsidiary, under the caption of “Trade and other payables” in the consolidated statement

of financial position.


14

Eye On Ads is currently in the process of measuring the fair value at the acquisition date of

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

the identifiable assets acquired and liabilities assumed of Co-Mass at the acquisition date

were summarised below.


Cash and cash equivalents 20,185

Trade and other receivables 17,237

Other current assets 16,790

Plant and equipment 48,777

Other non-current assets 6,565

Trade and other payables (16,362)

Other current liabilities (3,913)

Other non-current liabilities (7,966)

Net assets of the subsidiary 81,313

Less: Non-controlling interests’ proportionate share of identifiable

net assets of the acquiree (24,394)

Eye On Ads’ proportionate share of identifiable net assets of

the acquiree 56,919

Costs of the acquisition of investment in a subsidiary * 335,000

Less: Eye On Ads’ proportionate share of identifiable net assets of

the acquiree (56,919)

Estimated amount by which costs of the acquisition of investment

in a subsidiary exceed identifiable net assets of the acquiree 278,081

* Cash paid for purchase of investment in a subsidiary 245,000

Liabilities from purchase of investment in a subsidiary under

the share purchase and sale agreement 90,000

Costs of the acquisition of investment in a subsidiary 335,000

Cash paid for purchase of investment in a subsidiary 245,000

Less: Cash and cash equivalents of the subsidiary (20,185)

Net cash paid for purchase of investment in a subsidiary 224,815


15

Green Ad Company Limited (“Green Ad”)

On 7 June 2017, MACO paid the additional Baht 0.4444 per share, or a total of Bath 44

million, called up in respect of 99 million ordinary shares of Green Ad (a subsidiary owned

by MACO) with a par value of Baht 5 each, which had been issued in accordance with

a resolution passed by the Extraordinary General Meeting of Green Ad’s shareholders on

28 September 2016. As a result, as of 30 June 2017, the uncalled portion of these shares

amounted to approximately Baht 231 million (31 March 2017: Baht 275 million).

VGI Global Media (Malaysia) Sdn Bhd (“VGI Malaysia”)

On 14 March 2017, the Company received the transfer of 2 ordinary shares of VGI Malaysia,

which registered its incorporation in Malaysia on 26 January 2017, at a price of MYR 1

per share, for a total of MYR 2, from the Company’s representative, who had established

the company with a registered share capital of MYR 1 million (1 million ordinary shares with

a par value of MYR 1 each), in accordance with a resolution passed by the Company’s

Executive Committee Meeting No. 15/2016 on 19 December 2016.

Subsequently, on 28 April 2017, VGI Malaysia issued the remaining 999,998 shares to

the Company, at a price of MYR 1 per share, or for a total of MYR 999,998. The Company

paid a total of MYR 1 million, or equivalent to Baht 8 million, for the shares, on 5 April 2017.

In addition, on 20 July 2017, the Company paid a further MYR 1 million, or equivalent to

Baht 8 million, for additional ordinary shares of VGI Malaysia, which is in the process of

registering the increase in its share capital.

6. Investments in joint ventures



Joint ventures

Carrying amounts

based on equity method

Carrying amounts

based on cost method


(Audited) (Audited)

Titanium Compass Sdn Bhd - - 1,788 1,788

The ICON VGI Company Limited 245 250 250 250

ATS Rabbit Special Purpose Vehicle

Company Limited 22 22 - -

Rabbit-LINE Pay Company Limited 689,764 709,332 - -

Total 690,031 709,604 2,038 2,038


16

The ICON VGI Company Limited

On 28 April 2017, the Company made payment of Baht 250,000 for the shares, and this

was presented as other payable from purchase of investment in a joint venture, under

the caption of “Trade and other payables” in the statement of financial position as at

31 March 2017.

Rabbit-LINE Pay Company Limited (“RLP”)

During the current quarter, a subsidiary indirectly owned by the Company (RabbitPay

System Company Limited) completed its process of measuring the fair value as at 25 April

2017 (the acquisition date) of the assets and liabilities of RLP. The values of the assets and

liabilities of RLP at the acquisition date were summarised below.


Fair value

Carrying

value

Cash and cash equivalents 900,448 900,448

Trade and other receivables 2,419 2,419

Other current assets 2,190 2,190

Equipment 8,022 8,022

Intangible assets 55,766 -

Other non-current assets 877 877

Trade and other payables (91,234) (91,234)

Other current liabilities (14,126) (14,126)

Deferred tax liabilities (11,153) -

Other non-current liabilities (1,327) (1,327)

Net assets 851,882 807,269

Shareholding percentage (percent) 50

Share of net assets 425,941

Goodwill 324,058

Cash paid for purchase of investment in a joint venture 749,999


17

7. Investments in associates



Company’s name Cost

Carrying amounts

based on cost method

31 March 2017 31 March 2016 31 March 2017 31 March 2016

Aero Media Group Company Limited 184,519 183,417 180,386 180,386

Demo Power (Thailand) Company Limited 426,657 420,476 416,090 416,090

Landy Development Company Limited 37,137 36,327 - -

Eyeballs Channel Sdn Bhd 2,012 1,203 - -

Total 650,325 641,423 596,476 596,476

Aero Media Group Company Limited (“AERO”)

On 4 April 2017, the Extraordinary General Meeting of AERO’s shareholders No. 2/2017

passed a resolution to decrease its registered share capital from Baht 91.78 million (91,780

ordinary shares of Baht 1,000 each) to Baht 85.7 million (85,700 ordinary shares of

Baht 1,000 each), through the cancellation of 6,080 ordinary shares held by another

shareholder with a par value of Baht 1,000 each. AERO registered the corresponding

decrease in its share capital with the Ministry of Commerce on 5 April 2017. As a result,

the shareholding of the Company increased from 28 percent to 30 percent of all issued

shares of AERO.

Demo Power (Thailand) Company Limited (“DPT”)

The Company’s management is currently in the process of measuring the fair value at

the acquisition date of the assets and liabilities of DPT. Details were disclosed in Note 12 to

the consolidated financial statements of the 2017 annual financial statements.


18

8. Other long-term investment


Consolidated


Separate


30 June

2017

31 March

2017

30 June

2017

31 March

2017

(Audited) (Audited)

Investment in Midas Global Media Company

Limited 30,000 30,000 40,000 40,000

Less: Allowance for impairment of investment (7,891) (7,891) (17,891) (17,891)

22,109 22,109 22,109 22,109

Assets held for sale (22,109) - (22,109) -

Other long-term investment - net - 22,109 - 22,109

On 30 June 2017, the Company entered into a share purchase and sale agreement with

an unrelated individual (“the Buyer”), for the sale of all investment in Midas Global Media

Company Limited (“Midas”), at a price of Baht 22 million. On the contract date, the Company

received an advance of Baht 10 million. The Company will transfer the shares and receive

the balance of Baht 12 million by 2 September 2017, or as mutually agreed. In addition,

under the conditions of the agreement, the Company will enter into a loan assignment

agreement with the Buyer, to assign its long-term loan to Midas described in Note 3 to

the interim consolidated financial statements to the Buyer, at a price of Baht 80 million.

Payment is to be made in three annual installments, with the first two installments of

Baht 27 million each and the final installment of Baht 26 million, and payment is to be

completed by 30 June 2020. As at 30 June 2017, the long-term loan to Midas, amounting to

Baht 80 million, and the investment in Midas, amounting to Baht 22 million, were therefore

classified as assets held for sale, and presented separately under current assets in

the statement of financial position.


19

9. Plant and equipment


Consolidated


Separate


Net book value as at 1 April 2017 1,502,732 1,060,089

Acquisitions during the period - at cost 195,896 2,502

Disposals / write-off during the period

- net book value at disposal / write-off date (34) (1)

Acquisition of a subsidiary during the period

- fair value at acquisition date (Note 5) 48,777 -

Transfer out (2,651) (250)

Depreciation for the period (73,908) (50,847)

Net book value as at 30 June 2017 1,670,812 1,011,493

10. Intangible assets


Consolidated


Separate


Net book value as at 1 April 2017 684,144 36,991

Acquisitions during the period - at cost 5,876 123

Transfer in from plant and equipment 112 250

Amortisation for the period (27,231) (3,353)

Net book value as at 30 June 2017 662,901 34,011


20

11. Trade and other payables


Consolidated


Separate


30 June

2017

31 March

2017

30 June

2017

31 March

2017

(Audited) (Audited)

Trade payables - related parties 112,337 69,614 98,139 55,282

Trade payables - unrelated parties 85,170 143,640 15,162 23,722

Accrued interest expenses to

financial institutions 2,982 1,731 2,982 1,723

Accrued interest expenses to related parties - 23 - 1

Other payables for purchases of assets 14,706 25,759 11,120 17,975

Other payables from purchases of

investments in subsidiaries (Note 5) 307,900 217,167 - -

Other payable from purchase of investment

in a joint venture (Note 6) - 250 - 250

Dividend payable 39,000 60,000 - -

Other payables - related parties 4,995 4,422 - -

Other payables - unrelated parties 15,453 13,695 2,388 1,702

Total trade and other payables 582,543 536,301 129,791 100,655

12. Long-term loans from financial institutions


Consolidated


Separate


Balance as at 1 April 2017 2,178,893 2,000,000

Repayment during the period (12,552) -

Balance as at 30 June 2017 2,166,341 2,000,000

Less: Current portion (243,841) (200,000)

Long-term loans from financial institutions

- net of current portion 1,922,500 1,800,000


21

A subsidiary’s loan is guaranteed by another subsidiary.

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

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

and debt service coverage ratio at the rate prescribed in the agreements, and maintain

incurrence of additional indebtedness, the major shareholder structure and management

structure, and the combined direct and indirect shareholdings in the Company and

its subsidiaries of the ultimate parent company, the parent company and individuals

stipulated in the agreements.

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

the long-term loans, the Company entered into an interest rate swap agreement with

a local commercial bank and a cross currency and interest rate swap agreement with

another commercial bank.

The details of the interest rate swap agreement outstanding as at 30 June 2017 were

as follows:

Contractual Interest to

Counterparty Effective date maturity date Notional amount Interest to pay receive

The Company 21 March

2017

28 February

2022

Baht 700 million Fixed rate

specified in

the agreement

6M THBFIX plus

a certain margin

specified in

the agreement

As at 30 June 2017, the outstanding cross currency and interest rate swap agreement were

below.

Contractual Amount to pay Amount to receive

Counterparty Effective date maturity date Notional amount Interest rate Notional amount Interest rate

The

Company

21 March

2017

23 March

2022

Baht

700 million

Fixed rate

specified in

the agreement

Amount in

foreign currency

stipulated in

the agreement

ZTIBOR plus

a certain

margin

specified in

the agreement


22

13. Provision for long-term employee benefits


Consolidated


Separate


Balance as at 1 April 2017 48,355 21,037

Add: Recognition during the period 6,167 1,133

Less: Benefits paid during the period (2,153) (906)

Actuarial loss 4,788 -

Acquisition of a subsidiary during the period 2,429 -

Balance as at 30 June 2017 59,586 21,264

14. Share Capital

On 6 July 2017, the 2017 Annual General Meeting of the Company’s shareholders passed

the following significant resolutions.

a) Approved resolutions (a) to cancel the increase in the Company’s registered share

capital under a general mandate and the allocation of not more than 340 million

additional ordinary shares with a par value of Baht 0.1 each issued under the general

mandate to be offered through private placements, in accordance with a resolution of

the Extraordinary General Meeting of the Company’s shareholders No. 2/2016 on

7 November 2016, and (b) to decrease the Company’s registered share capital by

Baht 34 million, from Baht 891,990,523 (8,919,905,230 ordinary shares of Baht 0.1

each) to Baht 857,990,523 (8,579,905,230 ordinary shares of Baht 0.1 each), through

the cancellation of 340 million unissued ordinary shares with a par value of Baht 0.1

each.

The Company registered the corresponding decrease in its registered share capital

with the Ministry of Commerce on 13 July 2017.


23

b) Approved a resolution to increase the Company’s registered share capital by

Baht 34 million, from Baht 857,990,523 (8,579,905,230 ordinary shares of Baht 0.1

each) to Baht 891,990,523 (8,919,905,230 ordinary shares of Baht 0.1 each), through

the issue of 340 million additional ordinary shares with a par value of Baht 0.1 each

under a general mandate.

The Company registered the corresponding increase in its registered share capital

with the Ministry of Commerce on 14 July 2017.

c) Approved a resolution to allocate not more than 340 million additional ordinary shares

with a par value of Baht 0.1 each issued under the general mandate to be offered

through private placements. The investors are not to be related parties.

15. Service income



Consolidated


Separate


2017 2016 2017 2016

(Restated)

Advertising income 599,212 422,626 431,947 383,963

Income from renting spaces 93,034 81,572 93,932 84,135

Service income 90,921 78,639 - -

Others 62,404 38,990 16,034 10,316

Total 845,571 621,827 541,913 478,414


24

16. Income tax

Interim corporate income tax was calculated on profit before income tax for the period,

using the estimated effective tax rate for the year.

Income tax expenses for the periods are made up as follows:



Consolidated


Separate


2017 2016 2017 2016

(Restated)

Current income tax:

Current income tax charge 60,751 49,707 49,589 46,276

Deferred tax:

Relating to origination and reversal of

temporary differences (6,160) 23,270 (6,377) 16,633

Income tax expenses reported in

the statement of comprehensive

income 54,591 72,977 43,212 62,909

The amounts of income tax relating to each component of other comprehensive income for

the periods are as follows:



Consolidated


Separate


2017 2016 2017 2016

(Restated)

Deferred tax on actuarial loss (993) - - -

Deferred tax on gain from changes

in value of available-for-sale

investments (64) - - -

Total (1,057) - - -


25

17. Earnings per share

Basic earnings per share is calculated by dividing profit for the period attributable to equity

holders of the Company (excluding other comprehensive income) by the weighted average

number of ordinary shares in issue during the period.

Diluted earnings per share is calculated by dividing profit for the period attributable to equity

holders of the Company (excluding other comprehensive income) by the weighted average

number of ordinary shares in issue during the period plus the weighted average number of

ordinary shares which would need to be issued to convert all dilutive potential ordinary

shares into ordinary shares. The calculation assumes that the conversion took place either

at the beginning of the period or on the date the potential ordinary shares were issued.

The following table sets forth the computation of basic earnings per share:

For the periods ended 30 June

Consolidated


Separate


2017 2016 2017 2016

(Restated)

Profit for the period attributable to

equity holders of the Company

(thousand Baht) 174,949 313,266 186,556 135,309

Weighted average number of

ordinary shares (thousand shares) 6,864,333 6,864,322 6,864,333 6,864,322

Earnings per share (Baht) 0.03 0.05 0.03 0.02

The exercise price of the warrants (VGI-W1) was higher than the average market price of

the Company’s ordinary shares for the three-month periods ended 30 June 2017 and 2016.

Therefore, the Company did not assumed conversion of the warrants in the calculation of

diluted earnings per share in the consolidated and separate financial statements.


26

18. Segment information

The following table presents revenues and profit information regarding the Company’s and

its subsidiaries’ operating segments for the periods, which is provided to Chief Executive

Officer, who is the Company’s and its subsidiaries’ chief operating decision maker.



BTS Outdoor Service Other

segment segment segment segment Consolidated

2017 2016 2017 2016 2017 2016 2017 2016 2017 2016

(Restated)

Revenues

Revenues from external customers 519 422 170 55 97 81 66 66 852 624

Inter-segment revenues 40 9 30 6 1 - 11 - 82 15

Total revenues 559 431 200 61 98 81 77 66 934 639

Adjustments and eliminations (40) (9) (30) (6) (1) - (11) - (82) (15)

Total revenues - net 519 422 170 55 97 81 66 66 852 624

Results

Segment profit 351 290 113 31 33 34 26 24 523 379

Adjustments and eliminations 3 (8) (28) (5) - 4 (2) - (27) (9)

Segment profit - net 354 282 85 26 33 38 24 24 496 370

Unallocated income and expenses:

Gain on change in status of investment - 207

Other income 21 18

Servicing, selling and administrative expenses (255) (186)

Other expenses (2) (39)

Share of profit (loss) from investments in joint ventures and associates (8) 2

Finance cost (23) (5)

Income tax expenses (55) (73)

Profit for the period 174 294

(Profit) loss attributable to non-controlling interests of the subsidiaries 1 (4)

Loss attributable to shareholders of subsidiaries before business combination under common control - 23

Profit attributable to equity holders of the Company 175 313


27

19. Commitments and contingent liabilities

19.1 Capital commitments

As at 30 June 2017, the Company and its subsidiaries had capital commitments of

Baht 186 million (31 March 2017: Baht 108 million) (the Company only: Baht 163 million

(31 March 2017: Baht 2 million)), relating to the acquisitions of equipment and computer

software, the installation of ticketing systems and information management system,

the development of website, the acquisitions of leasehold rights and billboards.

19.2 Operating lease commitments

Future minimum lease payments required under these non-cancellable operating lease

contracts were as follows:


Consolidated


Separate


30 June

2017

31 March

2017

30 June

2017

31 March

2017

(Audited) (Audited)

Payable:

In up to 1 year 132 103 21 19

In over 1 and up to 5 years 167 105 13 15

In over 5 years 31 20 - -

19.3 Long-term commitments

a) The Company and its subsidiaries had outstanding commitments with respect to

minimum guarantees under concession agreements. Fees are payable as follows.


Consolidated


Separate


30 June

2017

31 March

2017

30 June

2017

31 March

2017

(Audited) (Audited)

Fees payable:

In up to 1 year 115 87 96 70

In over 1 and up to 5 years 228 226 172 168

In over 5 years 283 292 283 292


28

These amounts will be adjusted in accordance with actual performance, based on

certain rates stipulated in the agreements.

In addition, the Company entered into an agreement with an associate (Demo Power

(Thailand) Company Limited), transferring to the associate the exclusive rights to use

space at BTS stations for carrying on marketing activities. Under the conditions of

the agreement, the Company is to receive compensation on the basis of the actual

revenue generated, at rates stipulated in the agreement.

b) As at 30 June 2017, the Company and its subsidiaries had outstanding commitments

which future payments are required in respect of service agreements amounting to

Baht 245 million (31 March 2017: Baht 193 million) (the Company only: Baht 179

million (31 March 2017: Baht 135 million)).

19.4 Guarantees

As at 30 June 2017, there were outstanding bank guarantees of approximately Baht 31

million (31 March 2017: Baht 24 million) (the Company only: Baht 10 million (31 March

2017: Baht 10 million)) issued by banks on behalf of the Company and its subsidiaries to

guarantee contractual performance, electricity use, among others in respect of certain

performance bonds as required in the normal course of business.

20. Event after the reporting period

On 6 July 2017, the 2017 Annual General Meeting of the Company’s shareholders passed

a resolution to declare a dividend for 2017 of Baht 0.025 per share, or a total of

Baht 171.61 million, in respect of the profit for the year ended 31 March 2017, in addition to

the interim dividend payment. The remaining dividends were to be paid on 31 July 2017

and recorded in the second quarter of the year ended 31 March 2018. Subsequently,

the Company paid the remaining portion of the dividends on 31 July 2017.

21. Approval of interim financial statements

These interim financial statements were authorised for issue by the Company’s Board of

Directors on 2 August 2017.

vgi global media public company limited and its...

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