Investment Manager's Report

This "Investment Manager's Report" should be read in conjunction with the financial statements and related notes of the Company.  The financial statements of the Company were prepared in accordance with the International Financial Reporting Standards ("IFRS") and are presented in U.S. dollars.  The Company reports on each financial year that ends on 31 December.  In addition to the Company's annual reporting, NAV and NAV per share are reported on a quarterly basis being the periods ended 31 March, 30 June, 30 September and 31 December.  The Company's NAV reported quarterly is based on the sum of cash and cash equivalents, temporary investments, the fair value of unrealised investments (including investments in unconsolidated subsidiaries, associates and joint ventures) and any other assets, less any other liabilities.  The financial results presented herein include activity for the period from 1 January 2023 through 31 December 2023, referred to as "the year ended 31 December 2023".

Our Business

Symphony is an investment company incorporated under the laws of the British Virgin Islands.  The Company's shares were listed on the London Stock Exchange on 3 August 2007.  Symphony's investment objective is to create value for shareholders through longer term strategic investments in high growth innovative consumer businesses, primarily in the healthcare, hospitality and lifestyle sectors (including education and branded real estate developments), which are expected to be fast growing sectors in Asia, as well as through investments in special situations and structured transactions.

Symphony's Investment Manager is Symphony Asia Holdings Pte. Ltd. ("SAHPL"). The Company entered into an Investment Management Agreement with SAHPL as the Investment Manager.  Symphony Capital Partners Limited ("SCPL") is a service provider to the Investment Manager.

SAHPL's licence for carrying on fund management in Singapore is restricted to serving only accredited investors and/or institutional investors.  Symphony is an accredited investor.

Investments

At 31 December 2023, the total amount invested by Symphony since admission to the Official List of the London Stock Exchange in August 2007 was US$632.13 million (2022: US$615.32 million). SIHL's total cost of its unrealised investment portfolio after taking into account shareholder loan repayments, redemptions, partial realisations, dividends and interest income was US$33.60 million at 31 December 2023, down from US$38.40 million a year earlier.

The change is due to (i) distributions and the partial realisation of shares and warrants of MINT providing net proceeds of US$9.64 million which cumulatively increased proceeds (including partial realisations and dividend income) in excess of total cost for this investment to US$244.14 million at 31 December 2023,  (ii) the partial realisation of ITL shares providing net proceeds of US$6.86 million, (iii) new and follow-on investments in unlisted investments amounting to US$16.81 million and (iv) other unlisted investment realisations, dividends, interest income and adjustments of US$5.11 million.

The fair value of investments, excluding temporary investments, held by Symphony was US$390.23 million at 31 December 2023, which compares to US$496.80 million a year earlier.  This change comprised a decrease in the value of listed and unlisted securities by US$92.73 million, new and follow-on investments of US$16.81 million less realisations (including divestments, shareholder loan repayments and return of capital) amounting to US$30.65 million.

Cost and fair value of investments by sector

(1)     Cost of investments includes all unrealized investments after deducting shareholder loan repayments, redemptions, partial realisations, dividends and interest income. This adjusted figure more accurately reflects the capital invested after accounting for returns over the life of the investment.

(2)     Temporary investments include cash and cash equivalents and is net of accounts receivable and payable.

(3)     NAV is based on the sum of our cash and cash equivalents, temporary investments, the fair value of unrealised investments (including investments in subsidiaries and associates) and any other assets, less all liabilities.

As at 31 December 2023, we had the following investments:

Indo Trans Logistics Corporation

Indo Trans Logistics Corporation ("ITL") was founded in 2000 as a freight-forwarding company and has since grown to become Vietnam's largest independent integrated logistics company with a network that is spread across Vietnam, Cambodia, Laos, Myanmar, and Thailand. ITL has grown to national champion status in Vietnam.

Headwinds faced by the logistics sector in 2022 continued to gain strength in 2023, which caused further weakness in freight volumes and yields globally that impacted ITL's performance. Management reported that ITL's port operations continue to be stable and a slow recovery in air and sea freight, which began in late 2023, is expected to continue in 2024. Aside from increasing efficiency, ITL is strategically expanding areas of the business to position for an ongoing recovery in the sector. The outlook for the business is encouraging with attractive secular growth trends, including strong domestic economic growth and the diversification of supply chains outside of China.

During 2023, Symphony completed the sale of a small number of shares to a strategic Asian logistics company as part of a larger secondary offering mentioned in earlier updates. The gross and net sale consideration received was 5.5 times and 4.6 times Symphony's cost of shares sold, respectively.

Symphony acquired a significant minority interest in Indo Trans Logistics Corporation ("ITL") in June 2019 for US$42.64 million and had a net cost of US$35.28 million (2022: US$42.14 million) at 31 December 2023.  The fair value of Symphony's interest in ITL at 31 December 2023 was US$74.59 million (2022: US$152.25 million). The change in valuation is primarily due to a decline in trailing EBITDA used to value this business.

Minor International Public Company Limited

Minor International Public Company Limited ("MINT") is a diversified consumer business and is one of the largest hospitality and restaurant companies in the Asia-Pacific region.  MINT is a company that is incorporated under the laws of Thailand and is listed on the Stock Exchange of Thailand.

MINT owns 365 hotels and manages 167 other hotels and serviced suites with 78,253 rooms.  MINT owns and manages hotels in 55 countries predominantly under its own brand names that include Anantara, Oaks, NH Collection, NH Hotels, nhow, Elewana, AVANI, Per AQUUM and Tivoli.

As at 31 December 2023, MINT also owned and operated 2,645 restaurants under the brands The Pizza Company, Swensen's, Sizzler, Dairy Queen, Burger King, Beijing Riverside, Thai Express, Bonchon, Benihana and The Coffee Club amongst others. Approximately 76% of these outlets are in Thailand with the remaining number in other Asian countries, the Middle East, Mexico, Canada and Europe.  MINT's operations also include contract manufacturing and an international consumer brand distribution business in Thailand focusing on fashion and lifestyle retail (286 outlets), wholesale and direct marketing channels under brands that include Anello, Bossini, Charles & Keith and Zwilling J.A. Henckels amongst others.

MINT reported its highest ever core profit that was driven by a strong performance of hotel and restaurant operations. Core revenue and earnings before interest, tax, depreciation and amortisation ("EBITDA") grew by 21.90% and 29.84%, respectively, in 2023 year-over-year.  Growing demand for travel following the pandemic has led to an ongoing recovery in hotel occupancies and more favourable pricing. Also, a revival of dine-in activities has benefited MINT's restaurant platform.   

Symphony's gross investment cost in MINT was US$82.82 million (2022: US$82.82 million) at 31 December 2023. The net cost on the same date, after deducting partial realisations and dividends received, was (US$244.14 million) (2022: (US$234.50 million)).  The negative net cost is due to the proceeds from partial realisations and dividends being in excess of cost for this investment.  The fair value of Symphony's investment in MINT at 31 December 2023 was US$52.55million (2022: US$65.67 million).  The change in value of approximately (US$13.12 million) is due to the sale of 6.30 million and 9.99 million MINT shares and warrants respectively that generated net proceeds of US$8.86 million and a decrease in MINT share price by 9.30% in 2023 that was partially offset by a strengthening of the onshore Thai baht rate by 1.34%.

Minuet Limited

Minuet Ltd ("Minuet") is a joint venture between the Company and an established Thai partner.  The Company has a direct 49% interest in the venture and is considering several development and/or sale options for the land owned by Minuet, which is located in close proximity to central Bangkok, Thailand.  As at 31 December 2023 Minuet held approximately 186.75 rai (29.88 hectares) of land in Bangkok, Thailand.

The Company initially invested approximately US$78.30 million by way of an equity investment and interest-bearing shareholder loans.  Since the initial investment by the Company, Minuet has received proceeds from rental income and partial land sales. As at 31 December 2023, the Company's investment cost (net of shareholder loan repayments) was approximately US$13.13 million (2022: US$13.13 million).  The fair value of the Company's interest in Minuet on the same date was US$61.76 million (2022: US$61.09 million) based on an independent third-party valuation of the land plus the net value of the other assets and liabilities of Minuet. The change in value of Symphony's interest is predominantly due the appreciation of the Thai baht by 1.10% and other minor movements in the assets and liabilities of Minuet.

Liaigre Group

The Liaigre Group ("Liaigre") was founded in 1985 in Paris and is a brand synonymous with discreet luxury, and has become one of the most sought-after luxury furniture brands, renowned for its minimalistic design style.  Liaigre has a strong intellectual property portfolio and provides a range of bespoke furniture, lighting, fabric & leather, and accessories.  In addition to operating a network of 25 showrooms in 11 countries across Europe, the North America and Asia, Liaigre has a design studio that undertakes exclusive interior architecture projects for select yachts, hotels, and restaurants and private residences.

The Luxury furniture market was impacted by a slowdown in the housing sales and discretionary spending in 2023. As a result, Liaigre's sales declined by 4.93% as showroom sales in the US and Europe slowed and certain large orders were delayed. Management expects some recovery in 2024 with a general improvement in global economy. Showrooms in Asia and the interior architecture business continued to perform well in 2023 and are forecast to grow further in the coming year.

Symphony's gross investment cost in Liaigre was US$79.68 million (2022: US$79.68 million) at 31 December 2023. The net cost on the same date, after deducting partial realisations, was US$67.63 million (2022: US$67.63 million).  The fair value of Symphony's investment at 31 December 2023 was US$29.89 million (2022: US$41.86 million).  The change in value is due to a decline in EBITDA and comparable company multiples used in the valuation for this investment as well as a depreciation in the Euro by 3.12%.

Property Joint Venture in Malaysia

The Company has a 49% interest in a property joint venture in Malaysia with an affiliate of Destination Resorts and Hotels Sdn Bhd, a hotel and destination resort investment subsidiary of Khazanah Nasional Berhad, the investment arm of the Government of Malaysia.  The joint venture has developed a beachfront resort with private villas for sale on the south-eastern coast of Malaysia that are branded and managed by One&Only Resorts ("O&O").  The hotel operations were officially launched in September 2020.

The operations of the One&Only Desaru Coast Resort were impacted during 2023 due to the closure of the beach and beach club for several months due to remediation works. The closure affected booking and as a result, average occupancy levels during the year. Management is positive on the outlook for the coming year following an enhancement of offerings at the spa and other initiatives that have been positive in activating weekday stays as well as growing MICE tourism. The property continues to operate at high occupancy levels during weekends.

The shareholders are working with top marketing and brokerage agencies to launch private homes sales later in 2024 in a number of jurisdictions. Preparations required for the launch have taken more time than initially expected.

Symphony invested approximately US$58.78 million (2022: US$58.78 million) in the joint venture at 31 December 2023.  The fair value for this investment on the same date was US$27.11 million, which compares to US$30.50 million at 31 December 2022. The lower value is result of a change in various inputs in the discounted cashflow model used to value this investment, the accrual of interest related to shareholder financing and a depreciation in the Malaysian ringgit by 4.41%.

ASG

ASG Hospital Private Limited ("ASG") is a full-service eye-healthcare provider with operations in India, Africa, and Nepal. ASG was co-founded in Rajasthan, India in 2005 by Dr. Arun Singhvi and Dr. Shashank Gang.  ASG's operations have since grown to 147 clinics, which offer a full range of eye-healthcare services, including outpatient consultation and a full suite of inpatient procedures (cataract, retina surgeries, Lasik, glaucoma, cornea and other complicated eye surgeries).  ASG also operates an optical and pharmacy business, which is located within its clinics.

ASG continued to scale its business in 2023 with the consolidation of Vasan Health Care Pvt. Ltd. in March 2023, which added approximately 90 eye-hospitals to the group. ASG had a total of 147 eye-hospitals across India at the end of 2023. Aside from inorganic growth, same-hospital revenue is positive and the management team have developed an extensive pipeline of greenfield and brownfield opportunities to grow the business in the coming years.  

Symphony's net investment cost in ASG was US$3.65 million (2022: US$3.65 million) at 31 December 2023. The fair value of Symphony's investment at 31 December 2023 was US$40.97 million (2022: US$28.33 million).  The increase in value is predominantly due to growth in EBITDA and comparable company market multiples, which are used in the valuation for this business.  

Soothe

Soothe Healthcare Pvt. Ltd. ("Soothe") was founded in 2012 and operates within the fast-growing consumer healthcare products market segment in India. With growing disposable income, the demand for consumer healthcare products is expected to grow rapidly over the coming decades.  Soothe's core product portfolio includes feminine hygiene and diaper products. Symphony completed its equity investment in Soothe in August 2019 and subsequently made investments through convertible notes and securities from 2020 to 2023.

During 2023, Soothe's management strengthened its focus on achieving profitability. The distribution platform and product mix as a result has been rationalised with channels that have higher margins being prioritised. The profitability of the business has gradually improved during the year and the company reported its first positive EBITDA in January 2024. Management have indicated that Soothe will not require additional equity funding to execute its current business plan.

Symphony's gross and net investment cost in Soothe was US$13.42 million (2022: US$12.75 million) at 31 December 2023. The fair value of Symphony's investment at 31 December 2023 was US$18.20 million (2022: US$23.38 million). The change in value is predominantly due to lower trailing revenue in 2023 used to value this business.

Other Investments

In addition to the investments above, Symphony has 13 additional non-material investments, at 31 December 2023.  Pending investment in suitable opportunities, Symphony has placed funds in certain temporary investments. 

Capitalisation and NAV

As at 31 December 2023, the Company had US$409.7 million (2022: US$409.70 million) in issued share capital and its NAV was US$381.26 million (2022: US$496.69 million).  Symphony's NAV is the sum of its cash and cash equivalents, temporary investments, the fair value of unrealised investments (including investments in subsidiaries, associates and joint ventures) and any other assets, less any other liabilities.  The unaudited financial statements contained herein may not account for the fair value of certain unrealised investments.  Accordingly, Symphony's NAV may not be comparable to the net asset value in the unaudited financial statements.  The primary measure of SIHL's financial performance and the performance of its subsidiaries will be the change in Symphony's NAV per share resulting from changes in the fair value of investments.

Symphony was admitted to the Official List of the London Stock Exchange ("LSE") on 3 August 2007 under Chapter 14 of the Listing Manual of the LSE.  The proceeds from the IPO amounted to US$190 million before issue expenses pursuant to which 190.0 million new shares were issued in the IPO.  In addition to these 190.0 million shares and 94.9 million shares pre-IPO, a further 53.4 million shares were issued comprising of the subscription of 13.2 million shares by investors and SIHL's investment manager, the issue of 33.1 million bonus shares, and the issue of 7.1 million shares to SIHL's investment manager credited as fully paid raising the total number of issued shares to 338.3 million.

The Company issued 4,119,490 shares, 2,059,745 shares, 2,059,745 shares and 2,059,745 shares on 6 August 2010, 21 October 2010, 4 August 2011 and 23 October 2012, respectively, credited as fully paid, to the Investment Manager, Symphony Investment Managers Limited.  The shares were issued as part of the contractual arrangements with the Investment Manager.

On 4 October 2012, SIHL announced a fully underwritten 0.481 for 1 rights issue at US$0.60 per new share to raise proceeds of approximately US$100 million (US$93 million net of expenses) through the issue of 166,665,997 million new shares, fully paid, that commenced trading on the London Stock Exchange on 22 October 2012.

As part of the contractual arrangements with the Investment Manager in the Investment Management Agreement, as amended, the Investment Manager was granted 82,782,691 and 41,666,500 share options to subscribe for ordinary shares at an exercise price of US$1.00 and US$0.60 on 3 August 2008 and 22 October 2012, respectively.  The share options vest in equal tranches over a five-year period from the date of grant. As at 31 December 2018, 41,666,500 share options with an exercise price of US$0.60 had been exercised and all the 82,782,691 options had lapsed and expired.  There were no share options outstanding at 31 December 2023.

During 2017, 43,525,000 shares were bought back and cancelled, as part of a share buyback programme announced on 16 January 2017.  Together with the shares issued to the Investment Manager, the shares issued pursuant to the rights issue, shares issued pursuant to the exercise of options and shares cancelled pursuant to the share buyback programme, the Company's fully paid issued share capital was 513.4 million shares at 31 December 2023 (2022: 513.4 million shares).

Revenue and Other Operating Income

Management concluded during 2014 that the Company meets the definition of an investment entity and adopted IFRS 10, IFRS 12 and IAS 27 standards where subsidiaries are de-consolidated and their fair value is measured through profit or loss.  As a result, revenue, such as dividend income, from underlying investments in subsidiaries is no longer consolidated.

During 2023, Symphony recognised other operating income of US$12.28 million (2022: US$14.75 million) that mainly comprised intercompany dividend transactions and interest income on cash balances.

Expenses

Other Operating Expenses

Other operating expenses include fees for professional services, interest expense, insurance, communication, foreign exchange losses, travel, Directors' fees and other miscellaneous expenses and costs incurred for analysis of proposed deals.  For the year ended 31 December 2023, other operating expenses amounted to US$1.44 million (2022: US$5.40 million), which includes US$0.34 million in unrealised foreign exchange losses.  Excluding foreign exchange losses and interest expense, other operating expenses in 2023 and 2022 would be US$1.10 million and US$1.08 million, respectively.

Management Fee

The management fee amounted to US$9.66 million for the year ended 31 December 2023 (2022: US$10.66 million). The management fee was calculated on the basis of 2.25% of NAV with a cap of US$15 million per annum. A floor on the management fee of US$6 million per annum was removed in September 2023 following the Company's adoption of a new strategy.

Liquidity and Capital Resources

At 31 December 2023, Symphony's cash balance was US$9.09 million (2022: US$18.57 million).  Symphony's primary uses of cash are to fund investments, pay expenses and to make distributions to shareholders, as declared by our board of directors.  Symphony can generate additional cash from time-to-time from the sale of listed securities that are liquid and amount to US$52.55 million (2022: US$65.67 million) and which are held through intermediate holding companies.  Taking into account current market conditions, it is expected that Symphony has sufficient liquidity and capital resources for its operations. The primary sources of liquidity are capital contributions received in connection with the initial public offering of shares, related transactions and a rights issue (See description under "Capitalisation and NAV"), in addition to cash from investments that it receives from time to time and bank facilities.

This cash from investments is in the form of dividends on equity investments, payments of interest and principal on fixed income investments and cash consideration received in connection with the disposal of investments.  Temporary investments made in connection with Symphony's cash management activities provide a more regular source of cash than less liquid longer-term and opportunistic investments, but generate lower expected returns.  Other than amounts that are used to pay expenses, or used to make distributions to our shareholders, any returns generated by investments are reinvested in accordance with Symphony's investment policies and procedures.  Symphony may enter into one or more credit facilities and/or utilise other financial instruments from time to time with the objective of increasing the amount of cash that Symphony has available for working capital or for making opportunistic or temporary investments.  At 31 December 2023 and 31 December 2022, the Company did not have any interest-bearing borrowings.

Principal Risks

The Company's and the Company's investment management team's past performance is not necessarily indicative of the Company's future performance and any unrealised values of investments presented in this document may not be realised in the future.

The Company is not structured as a typical private equity vehicle (it is structured as a permanent capital vehicle), and thus may not have a comparable investment strategy. The investment opportunities for the Company are more likely to be as a long-term strategic partner in investments, which may be less liquid and which are less likely to increase in value in the short term.

The Company's organisational, ownership and investment structure may create certain conflicts of interests (for example in respect of the directorships, shareholdings or interests, including in portfolio companies that some of the Directors and members of the Company's investment management team may have).  In addition, neither the Investment Manager nor any of its affiliates owes the Company's shareholders any fiduciary duties under the Investment Management Agreement between, inter alia, the Company and the Investment Manager.  The Company cannot assume that any of the foregoing will not result in a conflict of interest that will have a material adverse effect on the business, financial condition and results of operations.

The Company is highly dependent on the Investment Manager, the Key Persons (as defined in the Investment Management Agreement) and the other members of the Company's investment management team and the Company cannot assure shareholders that it will have continued access to them or their undivided attention, which could affect the Company's ability to achieve its investment objectives.

The Investment Manager's remuneration is based on the Company's NAV (subject to a maximum amount and a minimum  amount, which was removed following an announced change in strategy in September 2023) and is payable even if the NAV does not increase, which could create an incentive for the Investment Manager to increase or maintain the NAV in the short term (rather than the long-term) to the potential detriment of Shareholders.

The Company's investment policies contain no requirements for investment diversification and its investments could therefore be concentrated in a relatively small number of portfolio companies in the Healthcare, Hospitality, Lifestyle (including branded real estate developments), logistics and education sectors predominantly in Asia.

The Company has made, and may continue to make, investments in companies in emerging markets, which exposes it to additional risks (including, but not limited to, the possibility of exchange control regulations, political and social instability, nationalisation or expropriation of assets, the imposition of taxes, higher rates of inflation, difficulty in enforcing contractual obligations, fewer investor protections and greater price volatility) not typically associated with investing in companies that are based in developed markets.

Furthermore, the Company has made, and may continue to make, investments in portfolio companies that are susceptible to economic recessions or downturns.  Such economic recessions or downturns may also affect the Company's ability to obtain funding for additional investments.

The Company's investments include investments in companies that it does not control and/or made with other co-investors for financial or strategic reasons.  Such investments may involve risks not present in investments where the Company has full control or where a third party is not involved.  For example, there may be a possibility that a co-investor may have financial difficulties or become bankrupt or may at any time have economic or business interests or goals which are inconsistent with those of the Company or may be in a position to take or prevent actions in a manner inconsistent with the Company's objectives.  The Company may also be liable in certain circumstances for the actions of a co-investor with which it is associated.  In addition, the Company holds a non-controlling interest in certain investments, and therefore, may have a limited ability to protect its position in such investments. 

A number of the Company's investments are currently, and likely to continue to be, illiquid and/ or may require a long-term commitment of capital.  The Company's investments may also be subject to legal and other restrictions on resale.  The illiquidity of these investments may make it difficult to sell investments if the need arises.

The Company's real estate related investments may be subject to the risks inherent in the ownership and operation of real estate businesses and assets.  A downturn in the real estate sector or a materialization of any of the risks inherent in the real estate business and assets could materially adversely affect the Company's real estate investments.  The Company's portfolio companies also anticipate selling a significant proportion of development properties prior to completion.  Any delay in the completion of these projects may result in purchasers terminating off-plan sale agreements and claiming refunds, damages and/or compensation.

The Company is exposed to foreign exchange risk when investments and/ or transactions are denominated in currencies other than the U.S. dollar, which could lead to significant changes in the net asset value that the Company reports from one quarter to another.

The Company's investment policies and procedures (which incorporate the Company's investment strategy) provide that the Investment Manager should review the Company's investment policies and procedures on a regular basis and, if necessary, propose changes to the Board when it believes that those changes would further assist the Company in achieving its objective of building a strong investment base and creating long term value for its Shareholders.  The den to make any changes to the Company's investment policy and strategy, material or otherwise, rests with the Board in conjunction with the Investment Manager and Shareholders have no prior right of approval for material changes to the Company's investment policy.

Investments in connection with special situations and structured transactions typically have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors' actions and market conditions, as well as general economic downturns.  Investments that fall into this category tend to have relatively short holding periods and entail little or no participation in the board of the company in which such investments may be made.  Special situations and structured transactions in the form of fixed debt investments also carry an additional risk that an increase in interest rates could decrease their value.

The Company's current investment policies and procedures provide that it may invest an amount of no more than 30% of its total assets in special situations and structured transactions which, although they are not typical longer-term investments, have the potential to generate attractive returns and enhance the Company's net asset value.  Following the Company's investment, it may be that the proportion of its total assets invested in longer-term investments falls below 70% and the proportion of its total assets invested in special situations and structured transactions exceeds 30% due to changes in the valuations of the assets, over which the Company has no control.

Pending the making of investments, the Company's capital will need to be temporarily invested in liquid investments and managed by a third-party investment manager of international repute or held on deposit with commercial banks before they are invested.  The returns that temporary investments are expected to generate and the interest that the Company will earn on deposits with commercial banks will be substantially lower than the returns that it anticipates receiving from its longer-term investments or special situations and structured transactions.

In addition, while the Company's temporary investments will be relatively conservative compared to its longer- term investments or special situations and structured transactions, they are nevertheless subject to the risks associated with any investment, which could result in the loss of all or a portion of the capital invested.

The Investment Manager has identified but has not yet contracted to make further potential investments.  The Company cannot guarantee shareholders that any or all of these prospective investments will take place in the future.

The market price of the Company's shares may fluctuate significantly, and shareholders may not be able to resell their shares at or above the price at which they purchased them.

The Company's shares are currently trading, and have in the past traded, and could in the future trade, at a discount to NAV for a variety of reasons, including due to market conditions.  The only way for shareholders to realise their investment is to sell their shares for cash.  Accordingly, in the event that a shareholder requires immediate liquidity, or otherwise seeks to realise the value of his investment through a sale, the amount received by the shareholder upon such sale may be less than the underlying NAV of the shares sold.

The Company could be materially adversely affected by the widespread outbreak of infectious disease or other public health crises (or by the fear or imminent threat thereof).  Public health crises such as SARS, H1N1/09 flu, avian flu, Ebola, and the COVID-19 pandemic, together with any related containment or other remedial measures undertaken or imposed, could have a material and adverse effect on the Company including by (i) disrupting or otherwise materially adversely affecting the human capital, business operations or financial resources of the Company, the Company's portfolio companies, the Investment Manager or service providers and (ii) adversely affect the ability, or the willingness, of a party to perform its obligations under its contracts and lead to uncertainty over whether such failure to perform (or delay in performing) might be excused under so-called "material adverse change," force majeure and similar provisions in such contracts that could cause a material impact to the Company, the Company's portfolio companies, the Investment Manager or service providers and (iii) severely disrupting global, national and/or regional economies and financial markets and precipitating an economic downturn or recession that could materially adversely affect the value and performance of the Company's shares.

The Company's business could be materially affected by conditions in the global capital markets and the economy generally.  Geopolitical issues, including wars and related international response measures may have a negative impact on regional and global economic conditions, as a result of disruptions in foreign currency markets and increased energy and commodity prices. This could in turn have a spill-over effect on the Company's portfolio companies, such as reducing demand for products or services offered by the portfolio companies and/or cause for example, higher operating and financing costs.

Anil Thadani

Chairman, Symphony Asia Holdings Pte. Ltd.

19 March 2024

Directors' Responsibility Statement

We, the directors of Symphony International Holdings Limited, confirm that to the best of our knowledge:

(a)   the condensed financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company as required by DTR 4.2.4R; and

(b)   the condensed financial results include a fair review of information required by:

(i)    DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the financial year and their impact on the financial statements, and a description of the principal risks and uncertainties; and

(ii)   DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the current financial year and that have materially affected the financial position or performance of the Company during that period, and any changes in the related party transactions described in the last annual report that could do so.

For and on behalf of the Board of Directors

Georges Gagnebin

Chairman, Symphony International Holdings Limited

Anil Thadani

Chairman, Symphony Asia Holdings Pte. Ltd.

Director, Symphony International Holdings Limited