) Information Memorandum of BTS

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132.2 400.0 500.0 Trade accounts payable Related party 0.0 0.0 0.0 0.0 Unrelated parties 8.3 18.5 17.5 6.0 Accrued costs of construction 0.0 85.8 35.7 11.1 Short-term loans and advances from related 11.4 11.4 26.9 12.9 parties Deposit payable 0.0 0.0 0.0 80.0 Current portion of creditors per rehabilitation plan 4,021.0 1,888.6 1,971.8 1,681.6 Loan from financial institution 0.0 0.0 65.0 62.0 Advances received from employers 68.7 48.9 59.1 310.4 Retention payable 6.0 72.1 70.7 27.5 Unearned income from related party 0.0 0.0 0.0 43.6 Other current liabilities 108.0 139.0 167.0 145.4 Total current liabilities 4,223.4 2,396.5 2,813.6 2,880.4 Non-current liabilities Creditors per rehabilitation plan - net of current portion 746.6 580.3 256.6 70.9 Loans from directors 1.5 1.4 1.4 0.5 Loans from related parties 9.6 9.5 9.2 2.6 Unearned income from related party 0.0 0.0 0.0 43.6 Other non-current liabilities 10.2 13.7 11.5 14.4 Total non-current liabilities 767.8 604.9 278.8 132.1 Total liabilities 4,991.2 3,001.5 3,092.4 3,012.5 37 BTS Group Holdings Public Company Limited and its subsidiaries Balance Sheet (Continued) Liabilities and Shareholders' Equity Consolidated Financial Statement Fiscal Year Ended Nine Months Ended March 31, March 31, March 31, December 31, (Million Baht) 2007 2008 2009 2009 Shareholders' equity Share capital Registered 7,704,149,999 ordinary shares of Baht 1 each (31 March 2552: 8,056,923,076 common shares of Baht 1 each) 5,333.3 8,056.9 8,056.9 7,704.2 Issued and fully paid 7,614,391,803 ordinary shares of Baht 1 each (31 March 2552: 5,813,333,333 common 5,333.3 5,813.3 5,813.3 7,614.4 shares of Baht 1 each) Share premium (discount) 0.0 134.4 134.4 (735.1) Unrealized gain (loss) Revaluation surplus on assets 2,021.3 2,019.7 2,019.7 2,038.8 Revaluation deficit on changes in value of 0.6 (0.3) (0.7) (0.4) investments Company's shares held by subsidiaries (15.9) (15.9) (15.9) (15.9) Capital reserve on consolidation 2.7 2.7 2.7 2.7 Translation adjustment (134.2) (134.1) (134.1) (134.0) Deficit (5,264.2) (4,174.8) (4,154.5) (4,198.2) Equity attributable to the Company's 1,943.7 3,645.1 3,664.9 4,572.3 shareholders Minority interest - equity attributable to minority 0.0 11.9 11.2 12.9 shareholders of subsidiary Total shareholders' equity 1,943.7 3,656.9 3,676.1 4,585.2 Total liabilities and shareholders' equity 6,934.9 6,658.4 6,768.5 7,597.7 38 BTS Group Holdings Public Company Limited Balance sheet Assets Company Only Financial Statement Fiscal Year Ended Nine Months Ended March 31, March 31, March 31, December 31, 2007 2008 2009 2009 (Million Baht) Current assets Cash and cash equivalent 80.2 110.8 31.6 187.6 Short-term investment 0.0 0.0 0.0 0.0 Trade accounts receivable - net 0.0 0.0 44.4 68.6 Unbilled receivables 0.0 146.8 79.9 45.5 Account receivable from sale of rights of claim 0.0 0.0 257.6 129.7 Short-term loans and advances to related parties 0.0 0.0 1.1 0.4 - net Real estate development costs - net 1,078.5 1,082.7 1,028.4 994.5 Land procurement cost of low-cost residential 0.5 0.0 0.0 0.0 housing project Construction in progress - net 169.2 39.1 12.8 4.6 Assets awaiting transfer under rehabilitation plan 1,154.9 72.7 71.6 70.7 - net Investments in subsidiaries awaiting transfer 195.9 195.9 195.9 197.4 under rehabilitation plan - net Other current assets 111.8 75.7 136.7 293.2 Total current assets 2,790.9 1,723.7 1,860.1 1,992.1 Non-current assets Restricted deposits 1.5 1.5 1.5 121.5 Cash deposited as collateral for debt settlement 361.0 312.8 312.8 295.6 Advances for purchases of land 0.0 0.0 0.0 0.0 Loans to related parties - net 347.2 348.7 325.5 361.5 Investments in subsidiaries - net 64.0 52.8 52.8 1,341.3 Investments in associates - net 0.0 640.2 644.2 4.0 Other long-term investments - net 111.8 112.8 125.5 115.9 Land held for future development - net 571.1 753.8 761.4 712.1 Property, plant and equipment - net 2,255.6 2,247.2 2,231.2 2,217.7 Leasehold rights - net 11.6 10.9 4.4 4.1 Condominiums and fixtures for lease - net 204.0 206.4 195.7 186.0 Retention receivables 0.0 0.0 0.0 0.0 Other non-current assets 2.8 3.3 3.3 3.1 Total non-current assets 3,930.7 4,690.4 4,658.1 5,379.7 Total assets 6,721.67 6,414.03 6,518.20 7,371.75 39 BTS Group Holdings Public Company Limited Balance Sheet (Continued) Liabilities and Shareholders' Equity Company Only Financial Statement Fiscal Year Ended Nine Months Ended March 31, March 31, March 31, December 31, (Million Baht) 2007 2008 2009 2009 Liabilities Short-term loan from financial institution 0.0 132.2 400.0 500.0 Trade accounts payable 0.0 12.9 53.1 66.0 Accrued costs of construction 0.0 85.8 43.4 30.1 Short-term loans and advances from related 0.0 0.0 15.5 1.4 parties Deposit payable 0.0 0.0 0.0 80.0 Current portion of creditors per rehabilitation 4,021.2 1,889.1 1,972.6 1,681.8 plan Loan from financial institution 0.0 0.0 0.0 0.0 Advances received from employers 68.7 48.9 59.1 310.4 Retention payable 0.0 0.0 67.7 25.2 Unearned income from related party 0.0 0.0 0.0 43.6 Other current liabilities 62.4 147.3 102.8 82.6 Total current liabilities 4,152.4 2,316.2 2,714.2 2,821.2 Non-current liabilities Creditors per rehabilitation plan - net of current 747.4 580.8 256.9 70.9 portion Loans from directors 0.0 0.0 0.0 0.0 Loans from related parties 0.0 0.0 0.0 0.0 Unearned income from related party 0.0 0.0 0.0 43.6 Other non-current liabilities 0.0 0.0 0.0 0.0 Total non-current liabilities 747.4 580.8 256.9 114.5 Total liabilities 4,899.7 2,897.0 2,971.1 2,935.8 40 BTS Group Holdings Public Company Limited and its subsidiaries Balance Sheet (Continued) Liabilities and Shareholders' Equity Company Only Financial Statement Fiscal Year Ended Nine Months Ended March 31, March 31, March 31, December 31, (Million Baht) 2007 2008 2009 2009 Shareholders' equity Share capital Registered 7,704,149,999 ordinary shares of Baht 1 each (31 March 2552: 8,056,923,076 common 5,333.3 8,056.9 8,056.9 7,704.2 shares of Baht 1 each) Issued and fully paid 7,614,391,803 ordinary shares of Baht 1 each (31 March 2552: 5,813,333,333 common 5,333.3 5,813.3 5,813.3 7,614.4 shares of Baht 1 each) Share premium (discount) 0.0 134.4 134.4 -735.1 Unrealized gain (loss) Revaluation surplus on assets 2,021.3 2,019.7 2,019.7 2,019.7 Revaluation deficit on changes in value of -0.3 -0.3 -0.7 -0.4 investments Company's shares held by subsidiaries 0.0 0.0 0.0 0.0 Capital reserve on consolidation 0.0 0.0 0.0 0.0 Translation adjustment 0.0 0.0 0.0 0.0 Deficit -5,532.4 -4,450.1 -4,419.6 -4,462.6 Equity attributable to the Company's 1,821.9 3,517.1 3,547.1 4,436.0 shareholders Minority interest - equity attributable to minority 0.0 0.0 0.0 0.0 shareholders of subsidiary Total shareholders' equity 1,821.9 3,517.1 3,547.1 4,436.0 Total liabilities and shareholders' equity 6,721.7 6,414.0 6,518.2 7,371.8 41 BTS Group Holdings Public Company Limited and its subsidiaries Income Statement Consolidated Financial Statement Fiscal Year Ended Nine Months Ended March 31, March 31, March 31, December 31, (Million Baht) 2007 2008 2009 2009 Revenues Revenues from sales of real estate 29.8 10.2 48.8 81.7 Revenues from land procurement of low-cost 502.1 144.3 0.0 0.0 residential housing projects Revenues from construction services 0.0 831.7 547.4 574.0 Rental and service income 74.5 138.2 167.9 118.6 Revenues from hotel operations 35.2 37.4 36.8 28.2 Other income Reversal of liabilities in excess of amounts per 1,597.4 0.0 0.0 0.0 comptroller's orders Gain on cancellation of guarantees 0.0 0.0 195.1 0.0 Gain on debt restructuring 24,442.9 12.2 0.0 0.0 Gain on debt settlement 1,049.6 1,149.2 0.0 142.7 Revenue from expense settlement from land 0.0 0.0 16.1 0.0 auction Reversal of allowance for doubtful debts 6.5 114.4 11.8 6.9 Gain on sales of investment in associate 25.6 0.0 0.0 0.0 Dividend income 0.0 0.0 0.0 0.0 Interest income 5.5 5.5 1.2 1.2 Others 93.6 47.9 45.7 31.4 Total revenues 27,862.8 2,491.0 1,070.7 984.6 Expenses Costs of sales of real estate 11.7 6.9 53.1 89.8 Costs of land procurement of low-cost residential 449.0 144.8 0.0 0.0 housing projects Cost of construction services 0.0 845.0 536.5 572.9 Cost of rentals and services 57.0 92.9 105.1 74.8 Cost of hotel operations 21.6 21.6 23.4 12.2 Selling, servicing and administrative expenses 342.5 241.7 233.4 188.9 Doubtful debts 16.0 0.0 0.0 25.4 Management benefit expenses 0.0 23.5 37.8 32.9 Loss on provision for impairment of low-cost residential housing projects 92.6 0.0 0.0 0.0 Loss on provision for impairment of advance for purchase of land paid to prior shareholders before acquisition of subsidiary 100.0 0.0 0.0 0.0 Loss on provision for impairment of property, plant and equipment 464.6 0.0 0.0 0.0 Loss on provision for impairment of assets 73.2 19.8 10.6 0.0 Loss on provision for loss on diminution in value of projects 0.0 0.0 13.1 0.0 Loss on provision for loss on diminution in value of investments 17.5 0.0 0.0 0.0 Total expenses 1,645.7 1,396.4 1,012.9 996.9 Income before share of income (loss) from investments in associates, finance cost and corporate income tax 26,217.1 1,094.7 57.9 (12.3) Share of income (loss) from investments in 0.0 (4.3) (6.4) associates (0.0) Income before finance cost and corporate income tax 26,217.1 1,090.4 51.5 (12.3) Finance cost (2.2) (1.4) (23.4) (22.5) Income before corporate income tax 26,214.9 1,089.1 28.1 (34.8) Corporate income tax 0.0 0.0 (8.5) (7.1) Net income for the period 26,214.9 1,089.1 19.5 (41.9) Net income (loss) attributable to: Equity holders of the parent 26,214.9 1,089.4 20.3 (43.7) Minority interest of the subsidiary 0.0 (0.4) (0.7) 1.8 42 BTS Group Holdings Public Company Limited and its subsidiaries Income Statement Company Only Financial Statement Fiscal Year Ended Nine Months Ended March 31, March 31, March 31, December 31, (Million Baht) 2007 2008 2009 2009 Revenues Revenues from sales of real estate 29.8 10.2 48.8 81.7 Revenues from land procurement of low-cost 502.1 144.3 0.0 0.0 residential housing projects Revenues from construction services 0.0 831.7 547.4 574.0 Rental and service income 0.0 68.0 72.5 47.1 Revenues from hotel operations 0.0 0.0 0.0 0.0 Other income 0.0 0.0 0.0 0.0 Reversal of liabilities in excess of amounts per 0.0 0.0 0.0 0.0 comptroller's orders 1,597.4 0.0 0.0 0.0 Gain on cancellation of guarantees 0.0 0.0 195.1 0.0 Gain on debt restructuring 25,072.9 12.2 0.0 0.0 Gain on debt settlement 1,049.6 1,149.2 0.0 142.7 Revenue from expense settlement from land 0.0 0.0 16.1 0.0 auction Reversal of allowance for doubtful debts 22.1 138.6 3.7 4.2 Gain on sales of investment in associate 25.6 0.0 0.0 0.0 Dividend income 44.0 26.0 0.0 0.0 Interest income 4.7 4.5 15.6 13.5 Others 70.6 18.5 34.9 30.9 Total revenues 28,418.9 2,403.1 934.0 894.2 Expenses Costs of sales of real estate 11.7 6.9 53.1 89.8 Costs of land procurement of low-cost residential 449.0 144.8 - - housing projects Cost of construction services 0.0 845.0 541.3 579.5 Cost of rentals and services 0.0 63.2 73.9 45.9 Cost of hotel operations 0.0 0.0 0.0 0.0 Selling, servicing and administrative expenses 284.7 187.8 153.7 140.2 Doubtful debts 16.1 0.0 0.0 29.0 Management benefit expenses 0.0 23.3 37.2 32.5 Loss on provision for impairment of low-cost 92.6 0.0 0.0 0.0 residential housing projects Loss on provision for impairment of advance for 0.0 0.0 0.0 0.0 purchase of land paid to prior shareholders before acquisition of subsidiary 0.0 0.0 0.0 0.0 Loss on provision for impairment of property, 464.6 0.0 0.0 0.0 plant and equipment Loss on provision for impairment of assets 73.2 19.8 10.6 0.0 Loss on provision for loss on diminution in value 0.0 0.0 13.1 0.0 of projects (more)