BTS Public : Management Discussion and Analysis Yearly Ending 31 Mar 2022 (Revised)

BTS GROUP HOLDINGS PCL

MANAGEMENT DISCUSSION & ANALYSIS FY 2021/22	30 May 2022
(Year Ended 31 March 2022)

FY 2021/22 HIGHLIGHTS

TOTAL REVENUE	RECURRING EBITDA	NET PROFIT	O&M REVENUE
THB 31,195mn	THB 8,116mn	THB 3,826mn	THB 6,304mn
26% YoY			
	8% YoY	16% YoY	18% YoY

FY 2021/22 SIGNIFICANT EVENTS

SUSTAINABILITY AT BTS GROUP

26 May 2021: BTS Group Holdings PCL (BTS Group or the Company) is certified as carbon neutral by the Thai Government's Thailand Greenhouse Gas Management Organisation (TGO). In doing so, BTS Group remains the first and only certified carbon-neutralrail transportation company in the world. Further, as part of our long-termclimate strategy to remain carbon neutral, in this fiscal year, we implemented a policy to sourcing at least 10% of our electricity energy consumption from renewable energy sources.

October 2021

• BTS Group was included in the Thailand Sustainability Investment (THSI) list in 2021 for the 3rd consecutive year. The THSI is a performance assessment questionnaire prepared by the Stock Exchange of Thailand (SET) for listed companies with outstanding performance on Environmental, Social, Economic and Governance aspects.

November 2021

• Bangkok Mass Transit System PCL (BTSC) issued Green Bonds valued at THB 10,200mn (rated A, negative outlook by TRIS Rating Co., Ltd. TRIS) to institutional and high net worth investors. The Green Bonds consisted of 4 tranches due in 2024, 2026, 2028 and 2031 with an average coupon rate of 3.06%. The proceeds will be used for the refinance of the Northern and Southern Green Line extensions.
• BTS Group has been included in the Dow Jones Sustainability Index (DJSI) family in the Emerging Markets for the 4th year running and is ranked number 1 globally in the DJSI Transportation and Transportation Infrastructure
  Sector for two consecutive years.

6 May 2022: BTS Group successfully issued senior unsecured Sustainability-linked Bonds (SLB) to institutional and high- net-worth investors valued at THB 11,000mn (rated A, negative outlook by TRIS). The Bonds received warm responses with more than 1.67 times oversubscription on BTSG's initial target issue size of THB 8,000mn. Therefore, BTS Group decided to exercise a greenshoe option of THB 3,000mn. The SLB consists of 4 tranches due in 2025, 2027, 2029 and 2032 with an average coupon rate of 3.99%. The proceeds will be used for debt refinancing.

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BTS GROUP HOLDINGS PCL

MANAGEMENT DISCUSSION & ANALYSIS FY 2021/22	30 May 2022
(Year Ended 31 March 2022)

26 May 2022: BTS Group was officially announced and awarded as one of Asia-Pacific Climate Leaders of 2022, by Nikkei Asia and the Financial Times.

BTS GROUP

29 June 2021: Our subsidiary Kingkaew Assets Co., Ltd, has disposed all its investment in Future Domain Co., Ltd. (FTD), a company engaging in property holding business and owns land located near a community and shopping mall area for THB 2,299mn.

6 July 2021: The Company issued senior unsecured bonds of THB 13,000mn (rated A, negative outlook by TRIS) to institutional and high net worth investors. The bond was issued in 3 tranches due in 2024, 2026 and 2031 with an average coupon rate of 3.21%. The proceeds were used for debt refinancing.

19 July 2021: The 2021 AGM approved the final dividend payment for FY 2020/21 at THB 0.16 per share. The actual

dividend of THB 2,106.0mn was paid on 11 August 2021, bringing the total annual dividend paid to THB 4,080.1mn (or THB 0.31 per share), or equivalent to an annual dividend yield of 3.3%. The issuance of new warrants were also approved, at no cost to existing shareholders as follows; (1) BTS-W6Warrants at the exercise ratio of 1:1, with an exercise price of THB 9.90; (2) BTS-W7Warrants at the exercise ratio of 1:1, with an exercise price of THB 11.90; and (3) BTS-W8Warrants at the exercise ratio of 1:1, with an exercise price of THB 14.90.

7 December 2021: BTS Group acquired 25% shareholding in TBN Software Company Limited (TBN), a Thai company engaged in digital transformation consulting and software development - through low-code development platform.

26 May 2022: TRIS reaffirmed the credit rating of BTSG at "A" with negative outlook. The negative outlook reflects their view of "a significant rise in the Company's financial leverage" in the case the Company is successful in securing a new mass transit concession (Green Line) by BTSC, which remains subject to the cabinet approval.

MOVE business

11 June 2021: U-Tapao International Aviation Co., Ltd. (BTS Group shareholding of 35%), submitted the masterplan of the U-TapaoInternational Airport to the Eastern Economic Corridor Office of Thailand and construction is expected to proceed in 2022.

29 September 2021: BGSR Joint Venture (BTS Group holds 40%) entered into public private partnership (PPP) agreements

under a 30-year gross cost scheme with the Department of Highways for 2 Intercity Motorways; M6 (Bang Pa-In- Nakhon Ratchasima) and M81 ( Bang Yai - Kanchanaburi). Subsequently, in January 2022, BGSR kicked-offconstruction for the toll gates as well as installation of toll collection system, traffic management and control system for the projects. The commercial operations are expected to start in 2025.

1 November 2021: Following the termination of monthly pass card promotion on the BTS SkyTrain Core Network, BTSC has launched its new promotion - "Ride - Earn Points - Get Free Trips". Passengers are able to collect Rabbit Points, redeem free trips on the BTS SkyTrain and enjoy special discounts and deals from many leading brands via the Rabbit Rewards loyalty programme. This new promotion will be effective for 1 year from 1 November 2021 - 31 October 2022.

1 December 2021: Mr. Keeree Kanjanapas, Chairman of the BTS Group, together with the members of the board of directors and executives attended the trial run of the Yellow Line Monorail Project at the depot on Srinakarin Road.

MIX business

1 April 2021: Rabbit Cash Company Limited (RCash) was established as a joint venture between BSS Holdings Company Limited (BSSH) (77%), AEON Thana Sinsap (Thailand) PCL (18%) and Humanica PCL (Humanica) (5%). RCash aims to launch a welfare loan for interested employees under Humanica management for over 700,000 people and expects to develop other financial products within 2022.

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BTS GROUP HOLDINGS PCL

MANAGEMENT DISCUSSION & ANALYSIS FY 2021/22	30 May 2022
(Year Ended 31 March 2022)

2 August 2021: VGI PCL (VGI) successfully acquired 51.0% in Fanslink Communication Company Limited (Fanslink), an omni-Channele-Commerce service provider and the leading brand management for Chinese brands. This partnership will be a major opportunity for both companies to broaden their business capabilities.

27 October 2021: RCash entered a collaboration with Kerry Express Public Company Limited (Kerry) and Humanica, to launch a 100% digital lending service platform under the concept "Money Rabbolution". RCash plans to officially launch its lending services in 1Q 2022/23 after successfully obtaining the lending business licenses from the Bank of Thailand.

December 2021: VGI successfully invested 15.0% in Jaymart Public Company Limited (Jaymart) with a total investment of THB 6,257mn. Therefore, making Jaymart as VGI's associate company and will record Jaymart's performances under the equity method, starting from December 2021 onwards.

25 January 2022: VGI's Board of Directors approved the issuance and offering of 2,583mn newly issued ordinary shares through the Rights Offering (RO) at an offering price of THB 5.00 per share to existing shareholders. Subsequently, on 8 April 2022, the offering was fully subscribed with VGI receiving proceeds of THB 12.9bn.

2 March 2022: VGI's Board of Directors approved to spin off the lease rights to the commercial spaces on 31 BTS stations through an investment of 60.0% in Nation International Edutainment Public Company Limited (NINE). This transaction is an important piece in cementing VGI's O2O Marketing Solutions jigsaw, and their business platform has shifted to 'Advertising, Payment and Distribution'.

MATCH business

April 2021: Turtle 23 Group, our subsidiary, invested 25.0% in F&B business with Chef Ton, a one Michelin Star chef. Currently, there are 6 restaurants, including baan, NUSARA, Mayrai, Lahnyai, ThepNakorn and ThepSamut.

25 May 2021: Following the issuance and offering of preferred shares to existing shareholders, during 12 - 21 May 2021, U City PCL (U City) recorded net proceeds from the capital increase of THB 15,725mn. The purpose of the capital increase is for debt repayment, working capital as well as future investments.

15 November 2021: VGI's associate Company, Master Ad PCL (MACO), signed a joint venture with BTS Group Match partner YGGDrazil Group Co., Ltd. (YGG) to establish a new JV Company to source and distribute mobile games for the Thai and ASEAN markets. The JV is expected to leverage off BTS Group's 3M strategy, in particular through enhanced reach to gamers as well as utilising Rabbit for payment top ups.

October - December 2021:

Following U City's business restructuring, U City revisited its strategy and is refocusing its capital and resources into the financial services industry. U City has initially invested

• In 75.0% of Advance Life Assurance Public Company Limited (A LIFE) - life insurance business for retail customers.
  A LIFE has become U City's subsidiary and U City began to recognise revenue from A LIFE from October 2021 onwards.
• THB 7.2bn or equivalent to 24.9% in Singer Thailand PCL (Singer) and THB 4.1bn or equivalent to 9.9% in Jaymart in December 2021.

The purpose of these investments are to reposition U City amidst the COVID-19 pandemic to exit the hospitality and real estate business, to becoming the financial services and investment arm for BTS Group.

In December 2021, U City, Vienna House Capital GmbH and Lombard Estate Holding Limited have entered into a Sale and Purchase Agreement to dispose of ordinary shares in Vienna House Group hotel business as well as the liabilities under shareholder loan for a total purchase price of approximately EUR 137.6mn (or equivalent to THB 5.23bn). The completion of the sale of the Vienna House Hotel Group business is expected in 2Q 2022.

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BTS GROUP HOLDINGS PCL

MANAGEMENT DISCUSSION & ANALYSIS FY 2021/22	30 May 2022
(Year Ended 31 March 2022)

BUSINESS TARGETS ASSESSMENT IN FY 2021/22

MOVE (Rail Business)

FY 2021/22

Results

Targets

Construction revenue for Pink and Yellow Lines

Despite the continued COVID-19 pandemic, the Company continued to

THB 14.0bn

THB 13.9bn

recognise THB 13.9bn construction revenue for the Pink and Yellow Lines in FY

Slightly below target

2021/22.

Revenue from E&M provision and train procurement for Green Line extensions

Revenue from provision of Electrical and Mechanical (E&M) works and train

THB 1.0bn

THB 0.7bn

procurement service for Green Line extensions this year, was below the target

Below Target

at THB 0.7bn.

Mass transit related interest income

Mass Transit related interested income of THB 3.4bn was recognised in FY

THB 3.3bn

THB 3.4bn

2021/22, exceeding its target.

Target exceeded

Train O&M revenue

Operating and Maintenance (O&M) revenue increased 18% YoY or THB 0.97bn

THB 6.3bn

THB 6.3bn

to THB 6.3bn, successfully met the target this year, attributed by (i) full-year

Target met

recognition of the full operation of the Northern Green Line extension and (ii)

the contractually agreed increase in the operating fee of the existing Green Line

extensions and the Southern Green Line extension.

FY 2021/22 PERFORMANCE

(THB mn)

FY 2021/22

FY 2020/21

% YoY

Reported Revenue

31,195

42,250

(26)%

Operating Revenue

25,823

34,938

(26)%

Recurring EBITDA1

8,116

8,800

(8)%

Recurring Net Profit

2,782

3,738

(26)%

Reported Net Profit

3,826

4,576

(16)%

1 Recurring EBITDA calculated from the operational performance of 3 BUs, interest income, dividend income, other income, net share of recurring profit /(loss) from associates/ JV, yet, excludes other non-recurring items.

The Group posted total reported (consolidated) revenue of THB 31,195mn in FY 2021/22, decreasing by 26.2% YoY or THB 11,055mn from previous year. The reduction in total reported revenue was majorly attributed to lower revenues from (i) contracting works of THB 11,713mn (owing to a decrease in construction revenue for the Pink and Yellow Lines as well as a reduction in services income for the provision of E&M works and the train procurement service for the Green Line extensions as we entered tail-end of development) and (ii) gains on sale of land of THB 1,497mn. Nonetheless, the decrease in the reported revenue was partly offset by (iii) increasing in service and sales income of THB 2,744mn chiefly from consolidation of Fanslink by VGI starting from August 2021 and (iv) higher interest income of THB 522mn.

Total consolidated expense was at THB 22,748mn in FY 2021/22, decreasing by 26.1% YoY or THB 8,041mn largely from lower recognition of cost related to the construction revenue for the Pink and Yellow Lines and the provision of E&M works and the train procurement service for the abovementioned Green Line Extensions. This was partially offset with higher costs of services and sales, following the consolidation of Fanslink aforementioned.

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BTS GROUP HOLDINGS PCL

MANAGEMENT DISCUSSION & ANALYSIS FY 2021/22	30 May 2022
(Year Ended 31 March 2022)

Share of loss from investments in associates/JVs was THB 131mn (compared to reported share of loss of THB 1,664mn in FY 2020/21). A narrower share of loss of THB 1,533mn was driven by (i) a turnaround from share of loss to share of profit from our investment in U City, which resulted from an improved operational performance, an unrealised gain from U City's recognition of its investment in Jaymart in December 2021, as well as a lower impairment of U City's assets and

1. lower share of loss from investment in MACO. However, this was partially offset by (iii) the downturn to share of loss from investment in Kerry (versus share of profit in the prior year) as a result of Kerry's aggressive pricing strategy to maintain its market leadership and no repeat recognition of the extraordinary gain from Kerry's IPO by VGI of THB 513mn in the previous year and (iv) a record of share of loss from investment in BTSGIF (versus the share of profit in the previous year) due to the impact from the Delta variant to BTSGIF's performance.

Recurring EBITDA was THB 8,116mn, decreasing by 7.8% YoY or THB 684mn. The Group recorded recurring net profit (after minority interests) of THB 2,782mn, dropping by 25.6% YoY or THB 956mn. This was mainly from (i) higher finance costs which rose THB 710mn or 28.3% YoY to THB 3,220mn mainly from bonds issuance of THB 13,000mn in July 2021 and the drawdown of syndicated loans in relation to the Pink & Yellow Lines , (ii) softer operating performances of MIX and MATCH businesses. This was partially offset by a narrower share of loss from investment in associates/ JVs compared to FY 2020/21.

The Company reported net profit attributable to the equity holders of the Company of THB 3,826mn, declining by 16.4% YoY or THB 751mn mainly from lower recurring net profit and a lower gain from sale of land compared to previous year.

The net profit margin attributable to the equity holders of the Company in FY 2021/22 was 12.3% (compared to 10.8% in FY 2020/21).

FY 2021/22 OPERATIONAL PERFORMANCE
	Operating						% of				% of		%		FY 2021/22			FY 2020/21
	Revenue			FY 2021/22				FY 2020/21			Change
					Total			Total			GP margin (%)			GP margin (%)
	(THB mn)										(YoY)
	MOVE		20,873		81%		31,401	90%	(34)%	23.1%		17.0%
	MIX		4,298		17%		2,614	7%	64%	24.0%		42.3%
	MATCH		652		2%		923	3%	(29)%		N.A.		N.A.
	Total		25,823		100%		34,938	100%	(26)%	22.2%		18.1%

Total operating revenue in FY 2021/22 was THB 25,823mn, decreasing by 26.1% YoY or THB 9,115mn. Revenues from the MOVE, MIX and MATCH businesses accounted for 81%, 17% and 3% of total operating revenue, respectively. The decline in operating revenue of THB 10,527mn or 33.5% YoY to THB 20,873mn was predominantly due to lower MOVE revenue, chiefly from reduced recognition of services revenue for the provision of E&M works and the train procurement service for the Northern Green Line extension (as we entered the tail-end of development) as well as a lower construction revenue for the Pink and Yellow Lines. Nonetheless, the decline in operating revenue was partly offset by higher MIX revenue and increased O&M revenue.

Total operating costs dropped in line with the decrease in total operating revenue, dropping by THB 8,524mn or 29.8% YoY to THB 20,083mn. The decrease was primarily from lower recognition of construction costs of the Pink and Yellow Lines, and the services cost for the provision of E&M works and the train procurement service for the aforementioned Green Line extensions.

Operating Gross Profit was THB 5,740mn, decreasing by THB 591mn or 9.3% YoY. The operating gross profit margin in FY 2021/22 was 22.2%, increasing from 18.1% in FY 2020/21 due to higher operating gross profit margin from MOVE business.

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