Thoresen Thai Agencies : Financial Statements 1Q/2024

Thoresen Thai Agencies Public

Company Limited and its Subsidiaries

Condensed interim financial statements

for the three-month period ended

31 March 2024

and

Independent auditor's review report

Independent Auditor's Report on Review of Interim Financial Information

To the Board of Directors of Thoresen Thai Agencies Public Company Limited

I have reviewed the accompanying consolidated and separate statements of financial position of Thoresen Thai Agencies Public Company Limited and its subsidiaries ("the Group"), and of Thoresen Thai Agencies Public Company Limited ("the Company"), respectively, as at 31 March 2024; the consolidated and separate statements of income and comprehensive income, changes in equity and cash flows for the three-month period ended 31 March 2024; and condensed notes ("interim financial information"). Management is responsible for the preparation and presentation of this interim financial information in accordance with Thai Accounting Standard 34, "Interim Financial Reporting". My responsibility is to express a conclusion on this interim financial information based on my review.

Scope of Review

I conducted my review in accordance with the 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".

(Veerachai Ratanajaratkul)

Certified Public Accountant

Registration No. 4323

KPMG Phoomchai Audit Ltd.

Bangkok

15 May 2024

Thoresen Thai Agencies Public Company Limited and its Subsidiaries

Statement of financial position

		Consolidated financial	Separate financial
		statements	statements
		31 March	31 December	31 March	31 December
Assets	Note	2024	2023	2024	2023
		(Unaudited)		(Unaudited)
			(in thousand Baht)
Current assets
Cash and cash equivalents		9,626,626	7,067,974	4,690,770	2,713,310
Other current financial assets	3	1,274,653	1,176,567	1,044,767	964,029
Trade receivables	2,4	5,642,904	4,829,663	-	-
Other current receivables		952,508	528,365	31,714	3,165
Receivables from related parties	2	375,656	374,656	924,804	787,648
Current portion of lease receivables		9,679	6,147	-	-
Short-term loans to related parties	2	1,728,470	1,378,123	8,168,488	7,339,988
Current portion of long-term loans to related parties	2	-	-	101,000	356,443
Short-term loan to other company	3	-	8,118	-	-
Inventories		1,006,788	821,915	-	-
Vessel supplies and spare parts		376,148	505,533	-	-
Prepayments		266,696	120,288	13,204	5,744
Other current assets	2	420,219	418,025	17,194	16,192
Total current assets		21,680,347	17,235,374	14,991,941	12,186,519
Non-current assets
Other non-current financial assets	3,14	2,300,563	1,318,755	1,973,930	978,133
Investments in subsidiaries	5	-	-	23,806,918	23,805,918
Investments in associates	5	1,637,853	1,531,888	61,200	61,200
Investments in joint ventures	5	944,530	932,117	467,296	467,296
Lease receivables		163,544	114,182	-	-
Long-term loan to related parties	2	-	-	3,263,520	2,342,681
Investment properties		161,313	163,454	-	-
Property, plant, and equipment	6	16,635,720	15,819,820	152,924	145,571
Right-of-use assets	6	1,059,579	1,101,155	16,506	21,613
Goodwill		6,931	6,931	-	-
Intangible assets other than goodwill		244,424	244,837	37,329	43,434
Digital assets	7	3,048,139	2,767,795	-	-
Deferred tax assets		105,117	405,670	-	175,972
Other non-current assets	8	995,051	1,331,020	32,400	25,020
Total non-current assets		27,302,764	25,737,624	29,812,023	28,066,838
Total assets		48,983,111	42,972,998	44,803,964	40,253,357

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

2

Thoresen Thai Agencies Public Company Limited and its Subsidiaries

Statement of financial position

		Consolidated financial	Separate financial
		statements	statements
		31 March	31 December	31 March	31 December
Liabilities and equity	Note	2024	2023	2024	2023
		(Unaudited)		(Unaudited)
			(in thousand Baht)
Current liabilities
Bank overdrafts and short-term borrowings
from financial institutions	9	410,010	548,719	-	-
Trade payables	2	2,105,572	1,839,019	-	-
Other current payables		408,059	438,677	4,616	5,946
Payables to related parties	2	27,632	43,634	992	-
Advances from customers		54,562	88,160	420	587
Short-term borrowings from related parties	2,9	-	-	362,349	340,196
Current portion of long-term borrowings	9	1,015,326	1,353,566	-	-
Current portion of debentures	9	797,361	-	797,361	-
Current portion of lease liabilities	9	478,514	463,220	10,062	9,076
Corporate income tax payable		54,764	91,944	-	-
Accrued expenses		1,860,467	1,716,240	91,899	134,562
Other current financial liabilities		232	24,786	-	-
Other current liabilities		266,675	281,468	4,188	3,552
Total current liabilities		7,479,174	6,889,433	1,271,887	493,919
Non-current liabilities
Long-term borrowings	9	1,112,652	1,011,892	-	-
Debentures	9	8,403,385	5,731,511	8,403,385	5,731,511
Lease liabilities	9	621,729	695,548	7,501	13,571
Deferred tax liabilities		119,518	45,639	71,522	-
Non-current provisions for employee benefits		279,112	263,629	37,626	36,348
Other non-current liabilities		48,498	45,468	-	-
Total non-current liabilities		10,584,894	7,793,687	8,520,034	5,781,430
Total liabilities		18,064,068	14,683,120	9,791,921	6,275,349

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

3

Thoresen Thai Agencies Public Company Limited and its Subsidiaries

Statement of financial position

	Consolidated financial	Separate financial
	statements	statements
	31 March	31 December	31 March	31 December
Liabilities and equity	2024	2023	2024	2023
	(Unaudited)		(Unaudited)
		(in thousand Baht)
Equity
Share capital
Authorized share capital
(1,998,446,888 ordinary shares, par value at Baht 1 per share)	1,998,447	1,998,447	1,998,447	1,998,447
Issued and paid-up share capital
(1,822,464,564 ordinary shares, par value at Baht 1 per share)	1,822,465	1,822,465	1,822,465	1,822,465
Share premium on ordinary shares	16,060,017	16,060,017	16,060,017	16,060,017
Retained earnings
Appropriated - legal reserve	199,845	199,845	199,845	199,845
Unappropriated	6,695,360	5,579,372	16,388,337	15,975,533
Other components of equity	2,653,261	1,345,682	541,379	(79,852)
Equity attributable to owners of the parent	27,430,948	25,007,381	35,012,043	33,978,008
Non-controlling interests	3,488,095	3,282,497	-	-
Total equity	30,919,043	28,289,878	35,012,043	33,978,008
Total liabilities and equity	48,983,111	42,972,998	44,803,964	40,253,357

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

4

Thoresen Thai Agencies Public Company Limited and its Subsidiaries

Statement of income (Unaudited)

		Consolidated	Separate
		financial statements	financial statements
		three-month period ended	three-month period ended
		31 March		31 March
	Note	2024	2023	2024	2023
			(in thousand Baht)
Revenues
Revenues from services
Freight charges		1,690,411	2,077,297	-	-
Offshore service income		3,139,032	1,478,981	-	-
Service and commission income		320,817	248,248	-	-
Revenues from sales		1,372,848	961,236	-	-
Total revenues	10	6,523,108	4,765,762	-	-
Costs
Cost of providing services
Vessel operating expenses		981,284	1,575,674	-	-
Offshore service expenses		2,831,817	1,469,906	-	-
Service and commission expenses		251,508	186,264	-	-
Cost of sales		1,123,261	803,872	-	-
Total costs		5,187,870	4,035,716	-	-
Gross profit		1,335,238	730,046	-	-
Other income	11	813,911	128,616	744,683	2,229,197
Profit before expenses		2,149,149	858,662	744,683	2,229,197
Selling expenses		175,627	170,505	-	-
Administrative expenses		527,808	409,893	136,541	210,237
Total expenses		703,435	580,398	136,541	210,237
Profit from operating activities		1,445,714	278,264	608,142	2,018,960
Share of loss of associates and joint ventures
accounted for using equity method	5	(18,051)	(19,188)	-	-
Profit before finance costs and income tax expenses		1,427,663	259,076	608,142	2,018,960
Finance costs		185,135	180,315	103,152	90,005
Profit before income tax expenses		1,242,528	78,761	504,990	1,928,955
Tax expense (income)		117,643	(41,955)	92,186	(34,762)
Profit for the period		1,124,885	120,716	412,804	1,963,717
Profit (loss) attributable to:
Owners of parent	13	1,115,988	214,962	412,804	1,963,717
Non-controlling interests		8,897	(94,246)	-	-
		1,124,885	120,716	412,804	1,963,717
Basic earnings per share (in Baht)
Basic earnings per share	13	0.61	0.12	0.23	1.08

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

5

Thoresen Thai Agencies Public Company Limited and its Subsidiaries

Statement of comprehensive income (Unaudited)

	Consolidated		Separate
	financial statements	financial statements
	three-month period ended	three-month period ended
	31 March		31 March
	2024	2023	2024	2023
		(in thousand Baht)
Profit for the period	1,124,885	120,716	412,804	1,963,717
Other comprehensive income (expense)
Items that will be reclassified subsequently to
profit or loss
Exchange differences on translating financial statements	1,123,063	(174,243)	-	-
Gain on measurement of financial assets	5,875	1,992	5,875	1,992
Income tax relating to items that will be reclassified
subsequently to profit or loss	(1,175)	(398)	(1,175)	(398)
Total items that will be reclassified subsequently
to profit or loss	1,127,763	(172,649)	4,700	1,594
Items that will not be reclassified subsequently to
profit or loss
Gain (loss) on investment in equity instruments
designated at FVOCI	663,455	(88,421)	770,664	-
Income tax relating to items that will not be reclassified
subsequently to profit or loss	(286,938)	(2,568)	(154,133)	-
Total items that will not be reclassified subsequently
to profit or loss	376,517	(90,989)	616,531	-
Other comprehensive income (expense)
for the period, net of tax	1,504,280	(263,638)	621,231	1,594
Total comprehensive income (expense)
for the period	2,629,165	(142,922)	1,034,035	1,965,311
Total comprehensive income (expense) attributable to:
Owners of parent	2,423,567	(13,372)	1,034,035	1,965,311
Non-controlling interests	205,598	(129,550)	-	-
	2,629,165	(142,922)	1,034,035	1,965,311

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

6

Thoresen Thai Agencies Public Company Limited and its Subsidiaries

Statement of changes in equity (Unaudited)

							Consolidated financial statements
			Retained earnings			Other components of equity
							Share of other	Capital
							comprehensive	reserves -	Change in
		Share					expenses	adjustment	parent's	Share-	Total other	Equity
	Issued and	premium					of joint venture	arising from	ownership	based	components	attributable to	Non-
	paid-up share	on ordinary	Legal		Translation	Fair value	accounted for using	business	interests in	payment	of	owners of	controlling	Total
	capital	shares	reserve	Unappropriated	reserve	reserve	equity method	restructuring	subsidiaries	reserves	equity	the parent	interests	equity
							(in thousand Baht)
Three-month period ended 31 March 2023
Balance at 1 January 2023	1,822,465	16,060,017	199,845	4,969,468	(311,614)	(786,853)	(1,584)	(50,030)	2,631,654	874	1,482,447	24,534,242	3,191,811	27,726,053
Transactions with owners, recorded directly in equity
Contributions by owner of subsidiary
Contribution from non-controlling shareholders of a subsidiary	-	-	-	-	-	-	-	-	-	-	-	-	7,836	7,836
Total contributions by owners of subsidiary	-	-	-	-	-	-	-	-	-	-	-	-	7,836	7,836
Changes in ownership interests in subsidiary
Acquisition of non-controlling interests without a change in control	-	-	-	-	-	-	-	-	(2,483)	-	(2,483)	(2,483)	2,483	-
Total changes in ownership interests in subsidiary	-	-	-	-	-	-	-	-	(2,483)	-	(2,483)	(2,483)	2,483	-
Total transactions with owners, recorded directly in equity	-	-	-	-	-	-	-	-	(2,483)	-	(2,483)	(2,483)	10,319	7,836
Comprehensive expense for the period
Profit	-	-	-	214,962	-	-	-	-	-	-	-	214,962	(94,246)	120,716
Other comprehensive expense	-	-	-	-	(138,939)	(89,395)	-	-	-	-	(228,334)	(228,334)	(35,304)	(263,638)
Total comprehensive expense for the period	-	-	-	214,962	(138,939)	(89,395)	-	-	-	-	(228,334)	(13,372)	(129,550)	(142,922)
Balance at 31 March 2023	1,822,465	16,060,017	199,845	5,184,430	(450,553)	(876,248)	(1,584)	(50,030)	2,629,171	874	1,251,630	24,518,387	3,072,580	27,590,967
Three-month period ended 31 March 2024
Balance at 1 January 2024	1,822,465	16,060,017	199,845	5,579,372	(374,736)	(846,786)	-	(50,030)	2,616,360	874	1,345,682	25,007,381	3,282,497	28,289,878
Comprehensive income for the period
Profit	-	-	-	1,115,988	-	-	-	-	-	-	-	1,115,988	8,897	1,124,885
Other comprehensive income	-	-	-	-	926,362	381,217	-	-	-	-	1,307,579	1,307,579	196,701	1,504,280
Total comprehensive income for the period	-	-	-	1,115,988	926,362	381,217	-	-	-	-	1,307,579	2,423,567	205,598	2,629,165
Balance at 31 March 2024	1,822,465	16,060,017	199,845	6,695,360	551,626	(465,569)	-	(50,030)	2,616,360	874	2,653,261	27,430,948	3,488,095	30,919,043

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

7

Thoresen Thai Agencies Public Company Limited and its Subsidiaries

Statement of changes in equity (Unaudited)

			Separate financial statements
			Retained earnings	Other components of equity
		Share
	Issued and	premium				Total other
	paid-up share	on ordinary	Legal		Fair value	components of	Total
	capital	shares	reserve	Unappropriated	reserve	equity	equity
				(in thousand Baht)
Three-month period ended 31 March 2023
Balance at 1 January 2023	1,822,465	16,060,017	199,845	13,867,753	21,084	21,084	31,971,164
Comprehensive income for the period
Profit	-	-	-	1,963,717	-	-	1,963,717
Other comprehensive income	-	-	-	-	1,594	1,594	1,594
Total comprehensive income for the period	-	-	-	1,963,717	1,594	1,594	1,965,311
Balance at 31 March 2023	1,822,465	16,060,017	199,845	15,831,470	22,678	22,678	33,936,475
Three-month period ended 31 March 2024
Balance at 1 January 2024	1,822,465	16,060,017	199,845	15,975,533	(79,852)	(79,852)	33,978,008
Comprehensive income for the period
Profit	-	-	-	412,804	-	-	412,804
Other comprehensive income	-	-	-	-	621,231	621,231	621,231
Total comprehensive income for the period	-	-	-	412,804	621,231	621,231	1,034,035
Balance at 31 March 2024	1,822,465	16,060,017	199,845	16,388,337	541,379	541,379	35,012,043

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

8

Thoresen Thai Agencies Public Company Limited and its Subsidiaries

Statement of cash flows (Unaudited)

		Consolidated	Separate
		financial statements	financial statements
		three-month period ended	three-month period ended
		31 March		31 March
	Note	2024	2023	2024	2023
			(in thousand Baht)
Cash flows from operating activities
Profits for the period		1,124,885	120,716	412,804	1,963,717
Adjustments to reconcile profit to cash receipts (payments)
Depreciation and amortisation of property, plant, and equipment,
right-of-use asset, intangible assets and investment properties		582,985	508,597	12,136	8,984
Reversal of expected credit loss		(394)	(8,659)	-	-
Loss from write-offnon-refundable withholding tax		4,943	29,454	-	-
Loss on inventories devaluation		813	856	-	-
Write-off on property, plant and equipment, right-of-use asset and intangible assets		9,044	5,058	-	-
Revenue from digital assets mining		(10,211)	(5,659)	-	-
Net gain on disposal of digital assets	11	(17,816)	-	-	-
Reversal of impairment loss		-	(204,036)	-	-
Provision for employee benefits		9,297	11,505	1,279	1,166
Finance costs		185,135	180,315	103,152	90,005
Tax expense (income)		117,643	(41,955)	92,186	(34,762)
Net (gain) loss on disposals of property, plant, and equipment, and intangible assets		(346)	330	-	-
Dividend income from other investments	11	(1,755)	(2,387)	(1,751)	(1,822)
Dividend income from subsidiaries	2,11	-	-	-	(2,094,954)
Net loss on disposals of other current financial assets		1,163	3,206	1,163	11,980
Net unrealised gain on financial instrument designed as at FVTPL		(102,280)	(15,818)	(36,173)	-
Share of loss of associates and joint ventures accounted for using the equity method, net of tax	5	18,051	19,188	-	-
Unrealised (gain) loss on exchange rates		(825)	30,596	(519,313)	(1,084)
Realised (gain) loss on exchange rates		(4,400)	2,989	-	5,114
Interest income	11	(66,396)	(71,358)	(168,367)	(103,094)
		1,849,536	562,938	(102,884)	(154,750)
Changes in operating assets and liabilities
Trade receivables		(561,645)	269,767	-	-
Other current receivables		(389,181)	25,587	(28,549)	(26,664)
Receivables from related parties		(1,000)	(2,996)	5,021	16,264
Inventories		(209,506)	133,770	-	-
Vessel supplies and spare parts		213,718	116,015	-	-
Prepayments		(138,554)	(133,962)	(7,462)	(5,266)
Other current assets		(15,369)	37,834	3,672	4,598
Lease receivables		(4,867)	714	-	-
Other non-current assets		(16,951)	(63,022)	(7,380)	(355,344)
Trade payables		161,183	(195,117)	-	-
Other current payables		(81,376)	20,788	(2,330)	1,336
Payables to related parties		(16,569)	(53,590)	992	(2,565)
Advances from customers		(38,237)	(67,420)	896	31
Accrued expenses		29,159	(80,696)	(70,342)	(57,512)
Other current liabilities		(27,110)	13,010	(427)	(878)
Other non-current liabilities		3,031	(2,274)	-	-
Net cash generated from (used in) operations		756,262	581,346	(208,793)	(580,750)
Provision for employee benefits paid		(1,725)	(2,290)	-	-
Taxes paid		(59,798)	(61,168)	(342)	(404)
Net cash from (used in) operating activities		694,739	517,888	(209,135)	(581,154)

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

9