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8I HOLDINGS LTD Annual Report 2021

Jun 20, 2021

64264_rns_2021-06-20_314cd066-ae1c-4a33-bbe4-cbf8d53521e1.pdf

Annual Report

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8I Holdings Limited FY2021 Annual Report

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SYNERGIES FOR A SMARTER FUTURE

Our Mission

Core Values

We Empower People to Create Sustainable Wealth

We do what we think & say We enjoy what we do

We take care of one another like family We uphold the trust of our stakeholders

We work towards mastery without invalidation of self & others

We are value-concious (for the price paid) We keep our hearts & minds open We make it simple

Contents

Prelude 1
About 8I Holdings Limited 2
8I Ecosystem 3
Chairman’s Message 4 – 6
Operating and Financial Review 7 – 12
Corporate Structure 13
Board of Directors 14 – 15
Key Management 16
Engaging Our Team Members 17
Playing Our Part For Communities 18
Corporate Governance Statement 19 - 28
Remuneration Report 29 - 31
Directors’ Statement 32 - 35
Independent Auditors’ Report 36 - 40
Consolidated Statement of Comprehensive Income 41
Consolidated Statement of Financial Position 42
Statement of Financial Position - Company 43
Consolidated Statement of Changes in Equity 44 - 45
Consolidated Statement of Cash Flows 46 - 47
Notes to the Financial Statements 48 - 88
Additional Information 89 - 90

PRELUDE

1

ABOUT 8I HOLDINGS LIMITED

8I Holdings Limited (“the Group”) is an Australian-listed investment holding company engaged in the businesses of Financial Education Technology (“FinEduTech”) and Financial Asset Management.

Through 8VI Holdings Limited (“8VI”), the Group operates under the VI brand within the FinTech and Financial Education space. With offices in Singapore, Malaysia, Taiwan and Shanghai, VI is the region’s leading FinEduTech provider supporting a community of value investors from 29 cities globally. The VI App is a smart stock analysis and screening tool infused with a social networking element to enable users to invest smarter, faster and easier.

Through Hidden Champions Capital Management Pte Ltd (“HCCM”), the Group operates a registered fund management business in Singapore, investing in public listed equities in the United States and Asia-Pacific region. HCCM’s focused strategy involves investing in valueadding, nimble and scalable growing Hidden Champions that are typically at the forefront of their markets to achieve long term investment returns.

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2

8I ECOSYSTEM

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At 8I, we continue to strengthen our business ecosystem on a single platform – leveraging the power of AI, big data and machine learning that sharpens our competitive edge, sharing value investing knowledge and empowering our growing community to make smart investment decisions by applying the principles of value investing.

3

CHAIRMAN’S MESSAGE

“ We remain true to our mission of empowering more people to create sustainable wealth in the long run through smarter investing. Our dual engines of growth are engineered to propel us further ahead in the coming years and we intend to keep up the momentum that we have garnered.”

Ken Chee Executive Chairman 8I Holdings Limited

Dear Valued Partners,

In the last twelve months, our twin engines of business – FinEduTech and Financial Asset Management – continued to generate positive results.

FY2021 has been a landmark year for our Group as both our businesses performed strongly following the completion of our transformation efforts to maximise the value of our strategic investments. Founded on the unique ecosystem model that we have built with education, FinTech and community as core, the Group has enjoyed solid synergies that signal a brighter future ahead.

In our FinEduTech segment, 8VI’s business continues to make healthy headway through our proprietary stock analysis tool, VI App. Buoyed by the digital framework we have put in place, 8VI set new records across operations and earnings alike.

With regulatory clearance granted by the Monetary Authority of Singapore as an approved Licensed Financial Adviser, our FinTech unit is now licensed to provide financial advice on securities and units in collective investment schemes through research analyses and research reports via VI App. The license is significant, as it enables us to demonstrate more conviction on our research and development and put forward detailed recommendations based on VI Analysis, our proprietary analysis and rating system.

At the same time, 8VI has broadened and deepened its acquisition, retention and technology development strategies that it set out in the last few years. Bolstered by new and improved features, a wider variety of VI College programmes and deeper levels of localised engagement with the VI Community members in Singapore, Malaysia and Taiwan, 8VI’s financial performance improved exponentially this year and saw record-high levels of profitability. For more details on our strategic growth plans, shareholders can refer to our 8VI Holdings Annual Report.

4

CHAIRMAN’S MESSAGE (Cont’d)

On the Financial Asset Management front, we have evolved our strategies for our fund management arm, Hidden Champions Capital Management (“HCCM”), in FY2021 given the volatility of global markets. In the face of ‘lower-for-longer’ interest rates and the market’s quest for higher yield, we demonstrated our agility and have since channelled our efforts towards the development, refinement, and testing of different stock picking and portfolio management strategies.

In terms of net asset value, we have outperformed the market this year although the correction in the equities market in March 2021 tapered our returns. Our Financial Asset Management division registered S$6.4 million in investment gains in FY2021, from an investment loss of S$2.5 million in the previous financial year.

“ While the pandemic situation continues to evolve globally, we are deeply appreciative of the unrelentless efforts of our team during these challenging times to transform their own mindsets and approaches to an entirely new way of working. ”

As our financial resources available for investment are parked into multiple portfolios, the segment has performed well as a whole. However, the outlook will continue to be challenging and our returns will be dependent on overall market performance – particularly key equity stocks in our Technology and Consumer portfolio, as global economies are expected to see uneven re-openings amidst renewed concerns on rising inflation and a resulting hike in interest rates.

Meanwhile, we will continue to look for ways to create value for HCCM through the launch of new funds, and by increasing upside alpha and reducing downside beta for our investors, with an eye towards outperforming the index benchmarks.

In light of the abovementioned, the Group recorded a revenue of S$32.6 million as compared to S$11.9 million in the same period a year ago. Our profit before tax stood at S$10.0 million compared to a total comprehensive loss attributable to owners of the Company of S$3.6 million in FY2020.

the Group and team, ensuring that we are on the front foot and ready to face any challenges at any given time.

Playing our part for communities

With our origins in financial education since 2008, we have singled out education as a material, guiding pillar for our social impact initiatives; as well as fintech, since we believe technology is an important part of our future. Our aim is to empower and encourage financial literacy amongst young adults in particular.

With that in mind, we have established the “VI Club for Youth” in Malaysia – a financial education platform that is freely accessible for students. We have also set up the VI College NTU Bursary Fund for the School of Computer Science and Engineering in conjunction with Nanyang Technological University of Singapore, and participated in the Singapore FinTech Association’s fundraising efforts to assist lower-income families.

Looking ahead to a brighter future

Thriving in a digitalised environment

With the fast-tracked digitalisation of our segments since late 2019, our digital transformation is complete. Our Group now thrives in our new digitalised environment and having converted majority of our offerings to a digital online platform and by incorporating automation in our operational processes and application of data analytics, we have significantly improved on our business results as well.

With work-from-home (“WFH”) practices here to stay, we have equipped our employees with the right infrastructure, hardware and software setups to ensure we are ready to tackle hybrid working arrangements. In the coming year, we will be looking to invest in a new space for our talents to come together to build a stronger brand and culture for

We remain true to our mission of empowering more people to create sustainable wealth in the long run through smarter investing. Our dual engines of growth are engineered to propel us further ahead in the coming years and we intend to keep up the momentum that we have garnered.

8VI’s strategy towards a smarter future will see us investing heavily in digitalisation and talent, expanding our total addressable market, and positioning ourselves to offer new products in the regulated space in the coming years.

More of our programmes and how we operate in terms of process workflows will be digitalised going forward, while also ensuring we have the right infrastructure in place to work effectively in a digital environment.

5

CHAIRMAN’S MESSAGE (Cont’d)

As we look at the total addressable market (“TAM”) for asset and wealth management in the coming years, there is immense potential to be tapped, particularly in the ‘Do It With Me’ segment. Essentially, these savvy individuals are keen to learn about investing and will use a paid service to assist them in making the right investment decisions.

At the same time, we will work to attract more potential VI App users who are avid, mass-market investors. We will also look at ways to expand VI College’s business model laterally with new offerings to extend the value chain for our existing and new customer base.

With the license at 8BIT Global, we also have plans to integrate other potential regulated, complementary financial services on our VI App platform where we see synergies. To achieve our goals, we will also be investing a significant amount of our resources and costs into finding and building the right talent and skill sets to further our exciting growth journey.

Moving forward, we also intend to look at ways to diversify our Board composition as part of our effort to continue to upkeep the highest levels of corporate governance. This move will also help ensure that our Group maintains the latest pulse on industry best practices and standards.

While the pandemic situation continues to evolve globally, we are deeply appreciative of the unrelentless efforts of our team during these challenging times to transform their own mindsets and approaches to an entirely new way of working. By rooting ourselves in a strong foundation, we believe that we will weather future storms successfully with our passion for our craft and our resilient team spirit. In addition, the steady and consistent leadership of our Executive Director, Mr Clive Tan, continues to be our guiding force at 8I Holdings. We are grateful for our shareholders’ belief and support in our long-term strategy and we look forward to seeing you again soon at our upcoming Annual General Meeting.

HCCM’s growth path, on the other hand, will come from channelling our expertise to 3 pillar funds to grow our business: the HCF Asia fund, the new HCF U.S. fund, as well as our proprietary VIQuant U.S. Growth Fund which is founded on our quant-based methodology used in VI App.

The HCF Asia fund has shown promising results since we restructured it in October 2018, and we will be actively seeking to scale this business by raising funds to increase our assets under management (“AUM”).

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Ken Chee Executive Chairman 8I Holdings Limited

We have achieved above average results for our stock selection with the HCF U.S. Fund with companies that are mostly mid-large cap with stronger business fundamentals and better corporate governance, and we will continue to build this portfolio over the coming months.

While the portfolio under our VIQuant U.S. Growth Fund has shown promising results and it has shown itself to be resilient, we will be further testing the processes and rules more rigorously going forward. In all, we intend to take a “quantamental” approach to investing by combining quantitative and fundamental investing, where we will leverage AI, big data, and machine learning with a human touch.

As our FinEduTech and Financial Asset Management segments work seamlessly together to focus on value creation, we are confident that by bringing these two complementary business units together, the Group can benefit from the mutual synergies created from our unique ecosystem.

6

OPERATING AND FINANCIAL REVIEW

“ We have made conscious efforts to restructure and refine our business operations through a number of initiatives, including cost management and a digitalisation strategy – resulting in our recovery to a position of profitability in FY2021.”

Clive Tan Executive Director 8I Holdings Limited

FY2021 started with significant headwinds and brought about a challenging operating landscape amidst the global pandemic, a slide in the global economy, and uncertainty in the macro-economic and geopolitical environment around the world.

Since the previous financial year, the Group has made conscious efforts to restructure and refine our business operations through a number of initiatives, including a digitalisation strategy which was further expedited with the COVID-19 pandemic and sound financial management. As a result, 8I Holdings has recovered to a position of profitability in FY2021.

Overview

In FY2021, the Group recorded a revenue and investment gain of S$32.5 million, representing a growth of 246.1% as compared to S$9.4 million in FY2020. Net profit for the same period was recorded at S$7.9 million, a significant reversal to the net loss of S$3.7 million in the previous corresponding period.

The improvement in our revenue and investment gain is mainly attributable to the strong growth of our FinEduTech division while contending with the various lockdowns and movement restrictions that arose due to the COVID-19 pandemic, as well as the improved performance of the restructured Hidden Champions Fund and portfolios.

Our FinEduTech division registered a 139.1% increase in revenue from S$10.9 million in the previous financial year to S$26.0 million in the current financial period while the Financial Asset Management division registered S$6.4 million in investment gains in FY2021, from an investment loss of S$2.5 million in the previous year.

Financial Position

Apart from a return to profitability in FY2021, we maintained a healthy financial position. As of 31 March 2021, we improved our cash position with cash and cash equivalents of S$26.8 million, up from S$18.4 million last year. We also improved our cash flows from operating activities, recording net cash inflow provided by operating activities of S$10.2 million, as compared to the net cash inflow by operating activities of S$5.7 million last year.

Key corporate developments in FY2021

In the last year, the Group has also witnessed several key corporate developments.

7

OPERATING AND FINANCIAL REVIEW (Cont’d)

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Revenue (S$’m) Net Profit After Tax Attributable to Earning Per Share (Singapore cents)
Equity Holders of the Company (S$’m)
40 32.5 10 7.9 3 2.21
30 25.3 5 2
FY2019 FY2020 1
20 0 FY2019 FY2020
FY2021 0
10 11.9 -5 -3.7 -1 FY2021
-1.02
-10 -2
0 -10.2
FY2019 FY2020 FY2021 -15 -3 -2.80
Cash and Cash Equivalents (S$’m) Operating Cash Flow (S$’m) Free Cash Flow (S$’m)
30 26.8 15 10.2 10 8.9
10 5.1
20 18.4 5.7 5
12.4 5 FY2019 0 FY2019
10 0 FY2020 FY2021
FY2020 FY2021
-5
-5
0 -6.3 -6.9
FY2019 FY2020 FY2021 -10 -10
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In March and April 2020, we had to accelerate the move of our Singapore and Malaysia operations online due to Malaysia’s “Movement Control Order” and Singapore’s “Circuit Breaker” periods amidst the first wave of the COVID-19 pandemic. Undaunted, we set up four portfolio funds in March 2020 – the HCF U.S. Stocks Active Fund, the VIQuant U.S. Growth Fund, the Crisis Opportunities Equity Fund, as well as an Option Fund.

In November 2020, we made a significant breakthrough with VI App, developed through 8BIT Global Pte Ltd (“8BIT Global”), by garnering regulatory clearance as a Licensed Financial Adviser approved by the Monetary Authority of Singapore. This means that we can provide financial advice on securities and units in collective investment schemes through research analyses and research reports via VI App. The license enables us to demonstrate more conviction on our research and development and put forward detailed recommendations based on VI Analysis, our proprietary analysis and rating system, which we believe will ultimately aid overall investor confidence in making smarter, faster and easier investment decisions.

We held our 10th VI Summit in January 2021 (“VIS2021”) on a fully virtual platform for the first time, and managed to draw a record number of more than 3,500 attendees from the investing community across the Asia-Pacific region. Held under the theme of “Gearing Up for Exponential Growth”, key speakers at VIS2021 included renowned

investors, fund managers and key VI Community leaders and trainers.

In the same month, we also continued with our efforts to engage and reward our team members, with the issue of shares to 8VI Holdings employees under our Employee Securities Incentive Plan (“ESIP”). Our ESIP is designed to assist in the reward, retention and motivation of our employees, and allow our employees to receive equity interest in the Group in the form of securities, and we intend to continue with our ESIP initiatives going forward as well.

During the year, the Group also incorporated an 8IH Variable Capital Company (“VCC”) under the VCC framework – a new corporate structure for investment funds which is designed to offer greater operational flexibility and better corporate governance. After March 2021, we have also set up 2 sub-funds under the 8IH VCC, namely the VIQuant U.S. Sub-Fund and the VI U.S. Sub-Fund.

BUSINESS SEGMENT REPORT FinEduTech – 8VI Holdings Limited

Over the past year, 8VI Holdings Limited (“8VI”) has performed strongly as a result of our digital transformation and our robust acquisition, retention and technology development strategies, as well as the unwavering efforts of the entire team.

8

OPERATING AND FINANCIAL REVIEW (Cont’d)

As part of the Group’s business model refinement, the original financial technology and financial education businesses have been enhanced and incorporated under the VI brand in January 2020, representing our strategic shift into FinEduTech. Following shareholders’ approval at the Annual General Meeting in July 2020, we have also changed our name to “8VI Holdings Limited” to reflect the alignment of our brand and position with effect from 27 July 2020.

The strong building blocks that 8VI has been working relentlessly to put in place last year by devoting 100% of our effort and energy into our digital transformation strategy, are now firmly in place. 8VI started operations in FY2021 with a rapid shift and expansion of its operations and services online amidst the rise and spread of COVID-19. This successful transition was executed speedily as part of our long-term business plan and strategy.

With the seamless integration of acquisition, retention and technology capabilities on the VI platform, the Group continued with the sale and subscription of our proprietary smart investing analysis tool, VI App, and our range of VI College financial educational programmes and activities online. As such, we were able to efficiently deliver our products and services beyond geographical boundaries, despite the global pandemic, and generate high-quality revenue, positive cashflow and healthy cash receipts as a result.

Continuing with strategies outlined by 8VI in our FY2020 annual report; Acquisition, Retention and Technology Development remain the core focus while broadening and deepening these pillars with meaningful, localised content, programmes and features was our key focus this year.

By expanding the range of financial education programmes and training as well as integrating the community support fully within VI App to reach a wider audience and meet evolving consumer habits through digitalisation, we intend to continue to grow our customer base as VI Community members tap into our platform and products for life-long, repeat learning opportunities.

We have plans to invest heavily in digitalisation and talent – both in terms of our programmes, and acquiring the right skill sets – while also putting in place the right infrastructure, hardware and software to handle hybrid working requirements.

The total addressable market (“TAM”) for asset and wealth management in coming years offers immense potential, and we are targeting the ‘Do It With Me’ segment in particular, where savvy investing individuals are willing to use a paid service to make the right investment decisions.

We will also work to attract more mass-market VI App users, as well as ways to expand VI College’s business model laterally with new offerings for our existing and new customer base.

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9

OPERATING AND FINANCIAL REVIEW (Cont’d)

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HCF Class 1 Index Chart
Revenue
60%
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140 50%
130
40%
120
30%
110
100 20%
90
10%
80
70 0%
Cash % HCF Asia MSCI Asia Pac STI KLCI Hang Seng
Index
Oct-18 Nov-18 Dec-18 Jan-19 Feb-19 Mar-19 Apr-19 May-19 Jun-19 Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20 Jul-20 Aug-20 Sep-20 Oct-20 Nov-20 Dec-20 Jan-21 Feb-21 Mar-21
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At the same time, given our license at 8BIT Global, we have plans to integrate other potential regulated, complementary financial services on our VI App platform where we see synergies.

To ensure we achieve our goals, we will also be investing heavily in human resources; in finding and investing in the right talent to join our team. With the right people, we can take our exciting growth journey to even greater heights.

For more details on the FinEduTech segment, please refer to the Annual Report for 8VI Holdings Limited.

Financial Asset Management – Hidden Champions Capital Management Pte Ltd

Our Financial Asset Management division, Hidden Champions Capital Management (“HCCM”), registered S$6.4 million in investment gains in FY2021, from an investment loss of S$2.5 million in the previous financial year. We will share more below on the progress made for Hidden Champions Fund (Asia) (“HCF Asia”) and also highlight the next engine of growth for HCCM leveraging on VIQuant Fund.

It has been an eventful two years since we started with ground zero to restructure HCF Asia. While we made many mistakes along the way, we also took a hard look at what went wrong and analysed how we could have done better. After each learning experience, we found ourselves to be more mindful of our selection in the next round. As it was intentional that we did not deploy all the funds but to

hold more cash in the first year, the results were flattish in FY2020.

The second year saw us going against all odds when COVID-19 hit unexpectedly, yet it was also the time that we finally reaped the fruits of our labour. With the pandemic outbreak and crash of the global equities in late March 2020, we jumped at the opportunity to invest in the companies already shortlisted, at a discount. These companies went through a vigorous selection process prior and most turned out to be COVID-19 resilient.

As a result, they were not only able to withstand the impact of COVID-19 but also thrive during the crisis. For FY2021, we are pleased to announce that the listed securities under HCF Asia registered an unrealised fair value profit of S$2.6 million, representing a yearly return of about 30% in FY2021.

Where we have performed well

  • Of the 15 companies in our portfolio, 6 out of the 7 companies that announced their September quarter results performed well with strong revenue and earnings growth. For the one that experienced negative growth, we assessed the reasons and opined it temporary rather than a long-term outcome. In fact, we took the chance to average in our position on that particular investment and will continue to monitor the situation closely. Furthermore, we have adopted an increasingly defensive stance and reduced our positions in the market to hold more cash. This will allow us to deploy it at an opportune time should global equities continue to worsen.

10

OPERATING AND FINANCIAL REVIEW (Cont’d)

  • Areas to improve on moving forward From June to September 2020, the portfolio’s returns have hovered at around 30% since its inception in October 2018. The team’s analysis attributed the stagnant results to the underperformance of our top two holdings. As the top 2 positions were built in the early stages of our fund, we would have approached that investment in a different manner based on the current situation. We will be looking to make some adjustments to our allocation of these two holdings to reposition the portfolio and optimise it for growth.

The returns from our investments will tend to be lumpy in nature which is typical in our business, since our performance depends on our stock picks, portfolio allocation, the overall market conditions and macroeconomic business landscape.

  • Forging HCCM’s future growth path Moving forward, we will focus on channelling our expertise to 3 pillar funds to grow our business. Firstly, with the HCF Asia fund showing promising results, we will be actively seeking to scale this business by raising funds to increase our assets under management (“AUM”). This fund has shown itself to be resilient and positive in its returns since we restructured it in October 2018, and we believe that it has a solid foundation to build its future returns on.

The second pillar of growth would be our new HCF U.S. fund which is currently under research, development and testing. Since April 2020, we started replicating the processes from our Asia portfolio and applied similar investment methodologies to our U.S. portfolio, which we are currently seeding. The transition from Asia to U.S. has been more manageable than we thought, thanks to the nature of the companies that are mostly mid-large cap with stronger business fundamentals and better corporate governance. So far, we have achieved above average results for our stock selection and will be looking to build this portfolio over the coming months.

The third pillar of growth is built on the foundation that we have built VI App upon. Based on our R&D efforts, we are currently testing our Quant-based methodology with our proprietary funds, currently known as VIQuant U.S. Growth Fund. This portfolio has shown promising results and we are looking to launch this to Accredited Investors very soon. As this portfolio fund is rulebased with only human interventions for refinement, it has taken care of a major issue of investing: that of removing human psychology. We look forward to further testing the processes and rules rigorously so that we can ensure this fund will be positioned to provide long-term positive returns to our investors.

  • VIQuant U.S. Growth Fund

  • The VIQuant U.S. Growth Fund was started during the COVID-19 correction in March 2020. At that point, many believed that this could be the catalyst to trigger the next 10-year market downcycle since the 2008 global financial crisis and attempted to time the market by holding cash. What happened over the next few months thereafter was one of the largest tech sector rallies which left many traditional investors who shored up cash crying foul from the quantitative easing.

The VIQuant U.S. Growth Fund is a quantamental fund that started with the sole aim of removing investing behavioural biases while automating the time-tested fundamental investing process, and sharpening factorbased financials with alternative data.

Over the same period that the S&P500 managed to pull off a 1-year return of 62% starting from 1 April 2020, the VIQuant U.S. Growth Fund managed a 124% return by systematically and emotionlessly eliminating companies with weakening fundamentals while adding and holding on to fundamentally strong companies which withstood these very trying times.

From a quantitative finance business operations viewpoint, we have fully automated the stock selection and ranking process, along with an in-house direct brokerage execution module where the trade instructions go straight to the brokers. What remains are the portfolio monitoring tools that we are currently developing over the next few months, the ongoing alpha research, and rigorous strategy back-testing.

Giving back to our communities through social initiatives

Our roots are in the financial education sector. As the origin from which we have built our business since 2008, we therefore identified education as a material, guiding pillar where we want to contribute and share our knowledge on finance and investing within the communities where we operate. We also see FinTech as an important pillar for social initiatives since technology represents the way forward for our Group and this drives us to do our part for advancing technology for the future.

With an aim to empower and encourage financial literacy among young adults, we established the “VI Club for Youth” in Malaysia - a financial education platform that is freely accessible for students between 16-24 years old. Designed to ultimately equip young adults across the globe with proper financial knowledge, our current initiatives in the Malaysian pipeline include a series of talks, both online and offline engagement activities and partnerships with local universities, amongst others.

11

OPERATING AND FINANCIAL REVIEW (Cont’d)

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VIQuant U.S. Growth SF
performance since Mar 2020 CAGR growth rate
+129% +106%
versus S&P500 +61% versus S&P500 +52%
Cumulative NAV
Taken on 15 Apr 2021
250 229
Portfolio
220
S&P500
190
161
160
130
100
Monthly Performance
40%
29%
30%
20%10% 13% 16% 5% 6%2% 8% 6% 7%7% 16%11% 12% 4% 3% 1% 3% 4% 8% 5%
0%
-10% -2%-4%-1%-3% -1%
-12%
-20%
The chart above shows the performance of the VIQuant U.S. Growth SF as compared to the S&P500 from
1 April 2020 to 15 April 2021.
Apr’20 May’20 Jun’20 Jul’20 Aug’20 Sep’20 Oct’20 Nov’20 Dec’20 Jan’20 Feb’20 Mar’20 Apr’20
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In partnership with Nanyang Technological University (“NTU”) of Singapore, we have also established the VI College NTU Bursary Fund for the School of Computer Science and Engineering, in support of NTU’s vision of ensuring that every deserving student has access to quality education while also remaining true to our aim of advancing technology by supporting education.

In December 2020, we contributed to the Singapore FinTech Association’s efforts to raise S$100,000 for the NTUC-U Care Fund under the “FinTech for Good initiative” to provide financial assistance to lower-income union members and families.

Acknowledgement

It has been a couple of challenging years and we want to acknowledge the resilience and hard work of every team member whose individual contribution has been critical for the small wins we celebrate collectively today.

At the same time, we wish to express our heartfelt appreciation to all our shareholders for their unceasing trust, patience and support towards the team during these challenging times. In the year ahead, we are committed to stay focused in executing our growth strategies with the aim of realising even greater synergies towards a smarter future, and one where we can bring even greater value to our shareholders.

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Clive Tan Executive Director 8I Holdings Limited

12

CORPORATE STRUCTURE

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----- Start of picture text -----

8I Holdings Limited
Corporate
8 Investment
Pte. Ltd.
(100%)
FinEduTech Financial Asset Management
8VI Holdings Limited
(79%)
Financial Financial Registered Fund Investment
Education Technology Management Company Fund
(51%) (42%)
8VI Global 8BIT Global Hidden Champions 8IH Global
Pte. Ltd. Pte. Ltd. Capital Management Limited
(100%) (93%) Pte. Ltd. (100%)
(100%)
Hidden
8VI Malaysia 8VI Taiwan 8VI China
Champions Fund
Sdn. Bhd. Co. Ltd. Pte. Ltd.
(100%)
(100%) (70%) (65%)
8VIC JooY 8VI China
Media Sdn. Bhd. (Shanghai)
(100%) Co. Ltd.
(100%)
----- End of picture text -----

13

BOARD OF DIRECTORS

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KEN CHEE Executive Chairman

Ken Chee is the co-founder and Executive Chairman of 8I Holdings Limited and is based in Singapore. Appointed to the board in May 2014, Ken advises on strategic planning and partnerships development, and is involved in driving the all-round growth of the Group’s FinEduTech businesses and smart investing technology platform, VI.

Ken has more than 20 years of professional experience across business development, operations, strategy and marketing from his past roles, including Quicken (Singapore) and Telekurs Financial.

Ken was awarded the Spirit of Enterprise, Honoree Award in 2005 by the President of Singapore for outstanding business results. He sits on the board of 8VI Holdings Limited and is also a Young Presidents’ Organisation member under the Singapore Chapter.

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CLIVE TAN Executive Director

Clive Tan is the co-founder and Executive Director of 8I Holdings Limited and is based in Singapore.

Within the Group, Clive is responsible for the strategic planning, business development, corporate policies and risk management of its businesses, and leads the asset management activities under Hidden Champions Capital Management. Clive also chairs the board of Australianlisted 8VI Holdings Limited. He began his professional career in the public education sector in Singapore.

Clive holds a Post-Graduate Diploma in Education from the National Institute of Education and an Honours Degree in Mechanical and Production Engineering from the Nanyang Technological University. He also attended the University of Technology, Sydney on an academic exchange programme.

Ken graduated from the Singapore Polytechnic with a Diploma in Banking and Financial Services, and the University of Queensland with a Bachelors’ Degree in Business Administration. He also attended Columbia Business School in New York for its Executive Program in Value Investing.

14

BOARD OF DIRECTORS (Cont’d)

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CHAY YIOWMIN Non-Executive Director

Chay Yiowmin is currently the chief executive officer of Chay Corporate Advisory Pte Ltd, a boutique corporate advisory house. He is also the lead independent and non-executive director of UMS Holdings Limited and Metech International Limited, both listed on the Singapore Exchange, and non-executive director of 8I Holdings Limited listed on the Australia Stock Exchange. Between 2013 and 2015, he was the lead independent and non-executive director of Advance SCT Limited.

Since graduating in 1998, Yiowmin has accumulated many years of public accounting experience in Singapore and the United Kingdom with a number of reputable international accounting firms, including PricewaterhouseCoopers LLP, Deloitte and Touche LLP, Moore Stephens LLP and BDO LLP.

Yiowmin currently sits on the Singapore steering committee of the Professional Risk Managers’ International Association (PRMIA), and the Standards and Technical Committee of IVAS, the latter of which Yiowmin is also a programme instructor. Yiowmin is also an associate lecturer with the Singapore University of Social Sciences (SUSS) teaching financial statements analysis and valuation.

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CHARLES MAC Non-Executive Director

Charles Mac was appointed Non-Executive Director in April 2016. Charles has more than 18 years of IT corporate experience, of which 15 years was spent in the SAP Industry dealing with multinational companies across the Asia-Pacific region. He has held various leadership roles for large, global multinational companies with extensive experience across Asia-Pacific in Team Management, Quality Management, Audits, Business Development and Contract Deliveries.

Charles currently serves on the Board of ASX-listed companies, 8I Holdings Limited and 8VI Holdings Limited as Non-Executive Director. Charles is an Australian citizen and holds a Bachelor of Computing (Information System) from Monash University.

Yiowmin is an active Grassroots Leader, serving as the treasurer of the Fernvale Citizens Consultative Committee, the assistant treasurer of the Kebun Baru Citizens Consultative Committees, and the Chairman of the Fernvale Community Development and Welfare Fund. He is also a member of the Kebun Baru Inter-Racial and Religious Confidence Circles. He was awarded the Pingat Bakti Masyarakat (Public Service Medal) (PBM) by the President of the Republic of Singapore in 2016.

Yiowmin holds a Bachelor of Accountancy and a Master of Business from the Nanyang Technological University, and a Master of Business Administration from the University of Birmingham. Yiowmin is also a Fellow Chartered Accountant (FCA Singapore) of the Institute of Singapore Chartered Accountants (ISCA), an Associate Chartered Accountant (ACA) of the Institute of Chartered Accountants in England and Wales (ICAEW) and a Chartered Valuer and Appraiser (CVA) of the Institute of Valuers and Appraisers of Singapore (IVAS).

15

KEY MANAGEMENT

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LOUIS CHUA

Chief Financial Officer

Louis Chua joined 8I Holdings in April 2015 as the Company’s Chief Financial Officer and is based in Singapore. Within the 8I Group, Louis is responsible for risk management, corporate secretarial, controllership and treasury duties, as well as economic strategy and financial forecasting for the Company.

Louis is based in Singapore and has more than 20 years of assurance, financial and commercial experience including infrastructure development, treasury and controllership operations, group restructuring and consolidation, tax planning and mergers and acquisitions. Before he joined 8I Holdings, he had 9 years of experience within the offshore marine industry in Farstad Shipping, with its holding company listed in the Oslo Stock Exchange. He started his career in the Audit Division with Arthur Andersen (later Ernst & Young).

Louis graduated from University of Queensland with a Bachelor of Commerce (Finance). He is a fellow member (FCCA) of The Association of Chartered Certified Accountants, a fellow member (FCA Singapore) of the Institute of Singapore Chartered Accountants and a member (CPA) of CPA Australia.

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LOW MING LI

Chief Operating Officer

Low Ming Li is the Chief Operating Officer at 8I Holdings. She has been with the Company since September 2015 and is based in Singapore.

Within the Company, she manages the preparation and implementation of strategic activities and advises on several corporate functions including investor relations, strategic partnerships and growth initiatives. Ming Li also oversees the investment deals for the Company and is also deeply involved in the development of corporate policies and management of the Group’s Human Capital.

She was previously with PricewaterhouseCoopers Singapore for over 13 years, where she held the position of Associate Director (Assurance) and was in charge of strategising and rolling out new business development initiatives, coordinating audit assignments as well as training and development. Her past clients include Singapore Exchange Limited, the Government Investment Corporation of Singapore and Singapore Press Holdings.

Ming Li graduated with a Bachelor in Accountancy and a minor in Banking and Finance (Second Class Upper) from Nanyang Technological University. She is also a Chartered Financial Analyst (CFA) Charterholder, and a member of the Institute of Singapore Chartered Accountants (ISCA).

16

ENGAGING OUR TEAM MEMBERS

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We have put in place several initiatives to continuously engage with our team members, particularly in this ‘new normal’ age.

brand and culture for the Group and team, ensuring that we are on the front foot and ready to face any challenges at any given time.

As work-from-home (“WFH”) becomes a cultural mainstay in our everyday lives, our employees are equipped with the right infrastructure, hardware and software setups to ensure they are ready to tackle hybrid working arrangements.

In addition to expanding our training and development budget so that our team members can benefit from continuous learning and upgrading of their skill sets, we will be looking to invest in a new space for our talented team of individuals to come together to build a stronger

Apart from just focusing on their operational efficacies and core competencies, the Group also places great emphasis on cultivating a strong team bond amongst our supportive team members and establishing a supportive, conducive and collaborative working environment for our team members to grow alongside the organisation.

We do so through virtual events such as birthday and life milestone celebrations for our team, regional anniversary events, as well as festive occasions.

17

PLAYING OUR PART FOR COMMUNITIES

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With FinTech and financial education in our DNA, we look to contribute and share our knowledge on finance and investing within the communities where we operate and in turn, give back to our communities through meaningful social initiatives in these sectors.

Education will be a material, guiding pillar as we embark on corporate citizenry, and as the origin from which we built our business since 2008. FinTech will also be a key area since we view technology as the way forward and an important part of our future which drives us to stay vested and do our part for advancing technology.

This year, we established the “VI Club for Youth” in Malaysia - a financial education platform that is freely accessible for students between 16-24 years old. With an aim to empower and encourage financial literacy among young adults, we wanted to equip young adults across the globe with proper financial knowledge, and our initiatives in the pipeline include a series of talks, both online and offline engagement activities and partnerships with universities, amongst others.

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In December 2020, we also contributed to the Singapore FinTech Association’s efforts to raise S$100,000 for the NTUC-U Care Fund under the “FinTech for Good initiative” to provide financial assistance to lower-income union members and families.

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We are heartened that our vision of empowering growth and transforming lives through VI College and VI App now extends across our community efforts, and will endeavour to give back in more meaningful ways going forward.

In partnership with Nanyang Technological University (“NTU”) of Singapore, we have also established the VI College NTU Bursary Fund for the School of Computer Science and Engineering, in support of NTU’s vision of ensuring that every deserving student has access to quality education while also remaining true to our aim of advancing technology by supporting education.

18

CORPORATE GOVERNANCE STATEMENT

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March 31, 2021

Introduction

8I Holdings Limited (the “Company”) and its Board has adopted comprehensive systems of control and accountability as the basis for the administration of corporate governance, which are in effect as of the June 30, 2020. The Board is committed to administering the Company’s policies and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with the Company’s needs.

To the extent applicable, the Company has adopted the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (Recommendations).

In light of the Company’s size and nature, the Board considers that the current Board is a cost effective and practical method of directing and managing the Company. As the Company’s activities develop in size, nature and scope, the size of the Board and the implementation of additional corporate governance policies and structures will be reviewed.

The Company’s main corporate governance policies and practices as at the date of this report are detailed below. The Company’s full Corporate Governance Plan is available in a dedicated corporate governance information section of the Company’s website at www.8iholdings.com.

Principle 1: Lay solid foundations for management and oversight

Recommendation 1.1

A listed entity should disclose:

  • (a) the respective roles and responsibilities of its board and management; and

  • (b) those matters expressly reserved to the board and those delegated to management.

The Company has adopted a Board Charter. The Board Charter sets out the specific responsibilities of the Board, requirements as to the Boards composition, the roles and responsibilities of the Chairman and Company Secretary, the establishment, operation and management of Board Committees, Directors access to company records and information, details of the Board’s relationship with management, details of the Board’s performance review and details of the Board’s disclosure policy. A copy of the Company’s Board Charter is available on the Company’s website

The Board is responsible for the corporate governance of the Company. The Board develops strategies for the Company, reviews strategic objectives and monitors performance against those objectives. Clearly articulating the division of responsibilities between the Board and management will help manage expectations and avoid misunderstandings about their respective roles and accountabilities.

In general, the Board assumes (amongst others) the following responsibilities:

  • (i) providing leadership and setting the strategic objectives of the Company;

  • (ii) appointing and when necessary replacing the Executive Directors;

  • (iii) approving the appointment and when necessary replacement, of other senior executives;

  • (iv) undertaking appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director;

  • (v) overseeing management’s implementation of the Company’s strategic objectives and its performance generally;

  • (vi) approving operating budgets and major capital expenditure and investment;

  • (vii) overseeing the integrity of the company’s accounting and corporate reporting systems including the external audit;

  • (viii) overseeing the company’s process for making timely and balanced disclosure of all material information concerning the Company that a reasonable person would expect to have a material effect on the price or value of the Company’s securities;

  • (ix) ensuring that the Company has in place an appropriate risk management framework and setting the risk appetite within which the board expects management to operate; and

  • (x) monitoring the effectiveness of the Company’s governance practices.

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CORPORATE GOVERNANCE STATEMENT

March 31 2021

Principle 1: Lay solid foundations for

management and oversight (continued)

The Company is committed to ensuring that appropriate checks are undertaken before the appointment of a Director and has in place written agreements with each Director which detail the terms of their appointment.

Recommendation 1.2

A listed entity should:

  • (a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director; and

  • (b) provide security holders with all material information relevant to a decision on whether or not to elect or re-elect a director.

Election of Board members is substantially the province of the Shareholders in general meeting. The Board currently consists of the two Executive Directors (each of whom is a significant Shareholder) and two Non-Executive Directors (each of whom is independent). As the Company’s activities develop in size, nature and scope, the composition of the Board and the implementation of additional corporate governance policies and structures will be reviewed.

Nominations of new Directors are considered by the full Board. If any vacancies arise on the Board, all directors are involved in the search and recruitment of a replacement.

The Board has taken a view that the full Board will hold special meetings or sessions as required. The Board is confident that this process for selection, including undertaking appropriate checks before appointing a person, or putting forward to security holders a candidate for election, and review is stringent and full details of all Directors will be provided to Shareholders in the annual report and on the Company’s website.

All material information relevant to a decision on whether or not to elect or re-elect a Director will be provided to security holders in Section 3 of the Prospectus or a Notice of Meeting pursuant to which the resolution to elect or re-elect a Director will be voted on.

Recommendation 1.3

A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.

The Company has entered into Executive Service Agreements with executive directors and Letters of Appointment with each Non-Executive Director.

The Board Charter outlines the roles, responsibility and accountability of the Company Secretary. The Company Secretary is accountable directly to the board, through the chair, on all matters to do with the proper functioning of the Board.

Recommendation 1.5

A listed entity should:

  • (a) have and disclose a diversity policy;

  • (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and

  • (c) disclose in relation to each reporting period:

  • (1) the measurable objectives set for that period to achieve gender diversity;

  • (2) the entity’s progress towards achieving those objectives; and

  • (3) either:

    • (A) the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or

    • (B) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act.

The Company has adopted a Diversity Policy. The Board values diversity and recognises the benefits it can bring to the organisation’s ability to achieve its goals. Accordingly, the Company has set in place a diversity policy. This policy outlines the Company’s diversity objectives in relation to gender, age, cultural background and ethnicity. It includes requirements for the Board to establish measurable objectives for achieving diversity, and for the Board to assess annually both the objectives, and the Company’s progress in achieving them.

The Diversity Policy provides a framework for the Company to achieve a list of measurable objectives that encompass gender equality. The Diversity Policy provides for the monitoring and evaluation of the scope and currency of the Diversity Policy. The company is responsible for implementing, monitoring and reporting on the measurable objectives. The Diversity Policy is available on the Corporate Governance Plan on the Company’s website.

The Company does not discriminate on the basis of gender. The Company is not of a relevant size to consider setting measurable objectives for achieving gender diversity. As such the board has not set any measurable objectives for achieving gender diversity.

Recommendation 1.4

The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.

Category
Board of Directors
Senior Management
Company wide
31 March 2021
Male
Female
4
-
1
1
60
52

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CORPORATE GOVERNANCE STATEMENT

March 31, 2021

Principle 1: Lay solid foundations for

Principle 2: Structure the board to add value

management and oversight (continued)

Recommendation 2.1

The Senior Management refer to those persons having authority and responsibility for planning, directing, controlling the activities of the consolidated entity, directly or indirectly, of the consolidated entity.

Recommendation 1.6

The board of a listed entity should:

  • (a) have a nomination committee which:

  • (i) has at least three members, a majority of whom are independent directors; and

  • (ii) is chaired by an independent director,

and disclose:

A listed entity should:

  • (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and

  • (b) disclose in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.

The Company is not of a relevant size to consider formation of a Nomination Committee. The responsibilities of the Nomination Committee are currently carried out by the board and evaluating the performance of the Board, any committees and individual directors on an annual basis. The Board may do so with the aid of an independent advisor. The process for this can be found in Schedule 5 of the Company’s Corporate Governance Plan.

The Company has established the Nomination Committee Charter, which requires disclosure as to whether or not performance evaluations were conducted during the relevant reporting period.

During the year a performance evaluation of the Executive Chairman and Executive Director was undertake by the nonexecutive directors. The performance of the board, its committees and the individual directors is assessed on an ongoing basis by the Chairman of the Board.

Recommendation 1.7

  • (iii) the charter of the committee;

  • (iv) the members of the committee; and

  • (v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

  • (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, experience, independence and knowledge of the entity to enable it to discharge its duties and responsibilities effectively.

The Company does not comply with Principle 2.1. The Company is not of a relevant size to consider formation of a nomination committee to deal with the selection and appointment of new Directors and as such a nomination committee has not been formed.

Nominations of new Directors are considered by the full Board. If any vacancies arise on the Board, all directors are involved in the search and recruitment of a replacement. The Board has taken a view that the full Board will hold special meetings or sessions as required. The Board is confident that this process for selection, including undertaking appropriate checks before appointing a person, or putting forward to security holders a candidate for election, and review is stringent and full details of all Directors will be provided to Shareholders in the annual report and on the Company’s website.

A listed entity should:

  • (a) have and disclose a process for periodically evaluating the performance of its senior executives at least once every reporting period; and

  • (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.

The responsibilities of the Nomination Committee are currently carried out by the board, which includes periodically evaluating the performance of senior executives. The process is disclosed in Schedule 6 of the Corporate Governance Plan.

During March 2021, over a series of informal discussions, the executive directors reviewed each senior executive. All senior executives’ performances met performance criteria.

Recommendation 2.2

A listed entity should have and disclose a board skill matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership.

The Company identifies the following as the main areas of skills required by the board to successfully service the Company. The directors have been measured to these areas in the skills matrix:

Number of
Directors that
meet the skill
Executive and Non-Executive experience 4
Industry experience and knowledge 4
Leadership 4
Corporate governance & Risk Management 4
Strategic thinking 4
Desired behavioural competencies 4

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CORPORATE GOVERNANCE STATEMENT

March 31 2021

Principle 2: Structure the board to add value

(continued)

ntinued)
Number of
Directors that
meet the skill
Geographic experience 4
Capital Markets experience 3
Subject matter expertise
- accounting 3
- capital management 3
- corporate financing 3
- industry taxation 1
- risk management 4
- legal 3
- IT expertise 1

The Board Charter requires the disclosure of each board member’s qualifications and expertise as set out in the Company’s Board skills matrix. Full details as to each director and senior executive’s relevant skills and experience are available in the Annual Report and the Company’s Website.

Recommendation 2.3

A listed entity should disclose:

  • (a) the names of the directors considered by the board to be independent directors;

  • (b) if a director has an interest, position, association or relationship of the type described in Box 2.3 of the ASX Corporate Governance Principles and Recommendation (3rd Edition), but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and

  • (c) the length of service of each director

The Board Charter provides for the disclosure of the names of Directors considered by the board to be independent. Currently two members of the Board are considered independent being Mr Yiowmin Chay and Mr Charles Mac;

The Board Charter requires Directors to disclose their interest, positions, associations and relationships and requires that the independence of Directors is regularly assessed by the board in light of the interests disclosed by Directors. Details of the Directors interests, positions associations and relationships are provided in the Annual Report; and

The Board Charter provides for the determination of the Directors’ terms and requires the length of service of each Director to be disclosed. The length of service of each Director is as follows:

  • Mr Ken Chee appointed on 17 May 2014

  • Mr Clive Tan appointed on 17 May 2014

  • • Mr Yiowmin Chay appointed on 22 Sep 2014

  • Mr Charles Mac appointed on 26 Apr 2016

Recommendation 2.4

A majority of the board of a listed entity should be independent directors.

The Board considers that only two out of the four Directors are independent directors in accordance with the ASX Corporate Governance Council’s definition of independence:

  • Mr. Chay Yiowmin (Independent Non-Executive Director)

  • Mr. Charles Mac (Independent Non-Executive Director)

The Board considers that the Company is not currently of a size, nor are its affairs of such complexity to justify the expense of the appointment of additional independent non-executive Directors.

The Board believes that the individuals on the Board can make, and do make, quality and independent judgements in the best interests of the Company on all relevant issues. Directors having a conflict of interest in relation to a particular item of business must absent themselves from the Board meeting before commencement of discussion on the topic.

Recommendation 2.5

The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.

Mr. Chee currently holds the position of Executive Chairman which does not comply with the ASX Corporate Governance Council’s recommendations.

While the Board considers the importance of a division of responsibility and independence at the head of the Company, the existing structure is considered appropriate and provides a unified leadership structure. Mr. Chee has been the major force behind the establishment of the 8I Group and its current growth and direction. The Board considers that, at this stage of the Company’s development, he is able to bring quality and independent judgement to all relevant issues, and the Company benefits from his long standing experience of its operations and business relationships.

Recommendation 2.6

A listed entity should have a program for inducting new directors and providing appropriate professional development opportunities for continuing directors to develop and maintain the skills and knowledge needed to perform their role as a director effectively.

The Board Charter states that a specific responsibility of the Board is to procure appropriate professional development opportunities for Directors. The Remuneration Committee is responsible for the approval and review of induction and continuing professional development programs and procedures for Directors to ensure that they can effectively discharge their responsibilities.

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CORPORATE GOVERNANCE STATEMENT

March 31, 2021

Principle 3: Act ethically and responsibly

Principle 4: Safeguard integrity in financial reporting

Recommendation 3.1

Recommendation 4.1

A listed entity should articulate and disclose its values

The board of a listed entity should:

The Company has statement of values which can be viewed on its website.

Recommendation 3.2

A listed entity should:

  • (a) have and disclose a code of conduct for its directors, senior executives and employees; and

  • (b) ensure that the board or a committee of the board is informed of any material breaches of that code

The Board is committed to the establishment and maintenance of appropriate ethical standards.

The Corporate Code of Conduct applies to the Company’s directors, senior executives and employees. The Company’s Corporate Code of Conduct is available in the Corporate Governance plan which is on the Company’s website.

  • (a) have an audit committee which:

  • (i) has at least three members, all of whom are nonexecutive directors and a majority of whom are independent directors; and

  • (ii) is chaired by an independent director, who is not the chair of the board,

and disclose:

  • (iii) the charter of the committee;

  • (iv) the relevant qualifications and experience of the members of the committee; and

  • (v) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

  • (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its financial reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.

Recommendation 3.3

A listed entity should:

  • (a) have and disclose a whistleblower policy; and

  • (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy.

The Company has implemented a whistleblower policy which can be viewed on its website and the Board is informed when any material incidents are reported under the policy.

The Company has established an Audit and Risk Committee comprised of three members and chaired by an independent director. The Board considers that the Company is not currently of a size, nor are its affairs of such complexity to justify the expense of the appointment of additional non-executive Director to satisfy Recommendation 4.1 in full. The Company has adopted the Audit and Risk Committee Charter and the Board believes that the individuals on the Audit and Risk Committee can make, and do make, quality and informed judgements in the best interests of the Company on all relevant issues.

Recommendation 3.4

Audit and Risk Committee members

A listed entity should:

  • (a) have and disclose an anti-bribery and corruption policy; and

  • (b) ensure that the board or a committee of the board is informed of any material breaches of that policy

The Company has implemented an anti-bribery and corruption policy which can be viewed on its website and the Board is informed when any material incidents are reported under the policy.

Details of attendance at meetings up to 31 March 2021 are set out below.

Director Name Held Attended
Chay Yiowmin (Chair) 2 2
Clive Tan Che Koon 2 2
Charles Mac 2 2

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CORPORATE GOVERNANCE STATEMENT

March 31 2021

Principle 4: Safeguard integrity in financial

Principle 5: Make timely and balanced disclosure

reporting (continued)

Recommendation 5.1

Recommendation 4.2

The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.

The Audit and Risk Committee Charter states that a duty and responsibility of the Committee is to ensure that before the Board approves the entity’s financial statements for a financial period, the Executive Chairman and CFO have declared that in their opinion the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.

A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1.

The Board Charter provides details of the Company’s disclosure policy. In addition, Schedule 7 of the Corporate Governance Plan is entitled ‘Disclosure-Continuous Disclosure’ and details the Company’s disclosure requirements as required by the ASX Listing Rules and other relevant legislation.

The Board Charter and Schedule 7 of the Corporate Governance Plan which is available at the Company’s website.

Recommendation 5.2

A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.

All material market announcements are circulated to the board via email.

Recommendation 4.3

Recommendation 5.3

A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor.

Any periodic corporate reports are prepared by the accountant, reviewed by the CFO and presented to the Board for sign off prior to release to the market.

A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation.

Results, presentations and transcripts of the Chairman’s address at annual general meetings are released on the ASX Market Announcements Platform as soon as practically possible after the conclusion of the general meeting. Other presentations to new or substantive shareholders or investor analysts are released on the ASX Market Announcements Platform prior to the presentation.

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CORPORATE GOVERNANCE STATEMENT

March 31, 2021

Principle 6: Respect the rights of security holders

Recommendation 6.1

A listed entity should provide information about itself and its governance to investors via its website.

The Company has a comprehensive website found at www.8iholdings.com, where there are links to directors, corporate governance, plans and policies. Also included are links to all financial reports, announcements, notice of meetings and presentations and any external media commentary made on the Company

Recommendation 6.2

A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors.

The Company has adopted a Shareholder Communications Strategy which aims to promote and facilitate effective two-way communication with investors. The Strategy outlines a range of ways in which information is communicated to shareholders. The Shareholder Communications Strategy can be found in the Corporate Governance plan under schedule 11 which is available at the Company’s website.

Recommendation 6.3

A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders.

The Shareholder Communication Strategy, which can be found in schedule 11 of the Corporate Governance Plan which is available on the Company’s website.

Recommendation 6.4

A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands.

The company decides all resolutions at a meeting of security holders by a poll.

Recommendation 6.5

A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.

Security holders can register with the Company to receive email notifications when an announcement is made by the Company to the ASX. Shareholders queries should be referred to the Company Secretary at first instance.

Principle 7: Recognise and manage risk

Recommendation 7.1

The board of a listed entity should:

  • (a) have a committee or committees to oversee risk, each of which:

  • (i) has at least three members, a majority of whom are independent directors; and

  • (ii) is chaired by an independent director,

  • and disclose:

  • (iii) the charter of the committee;

  • (iv) the members of the committee; and

  • (v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

  • (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the process it employs for overseeing the entity’s risk management framework.

The Board has established an Audit and Risk Committee that has assumed the role of a separate Risk Management Committee and which operates under the Audit and Risk Committee Charter approved by the Board. The Board is ultimately responsible for risk oversight and risk management. Discussions on the recognition and management of risks were also considered by the Board. Further details of the committee’s activities are provided in the Company’s Annual Report.

Recommendation 7.2

The board or a committee of the board should:

  • (a) review the entity’s risk management framework with management at least annually to satisfy itself that it continues to be sound, to determine whether there have been any changes in the material business risks the entity faces and to ensure that they remain within the risk appetite set by the board; and

  • (b) disclose in relation to each reporting period, whether such a review has taken place.

The Company process for risk management and internal compliance includes a requirement to identify and measure risk, monitor the environment for emerging factors and trends that affect these risks, formulate risk management strategies and monitor the performance of risk management systems. Schedule 8 of the Corporate Governance Plan, which can be found on the Company’s website, is entitled ‘Disclosure - Risk Management’ and details the Company’s disclosure requirements with respect to the risk management review procedure and internal compliance and controls.

The Board Charter requires in relation to the reporting period relevant to that Committee, to disclose the number of times that Committee met throughout the period, and the individual attendances of the members at those Committee meetings. Details of the Committee meetings are provided in the Company’s Annual Report.

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CORPORATE GOVERNANCE STATEMENT

March 31 2021

Principle 7: Recognise and manage risk

Principle 8: Remunerate fairly and responsibly

(continued)

Recommendation 8.1

Recommendation 7.3

The board of a listed entity should:

A listed entity should disclose:

  • (a) if it has an internal audit function, how the function is structured and what role it performs; or

  • (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes.

The Company does not currently have an internal audit function. Given the size of the Company, no internal audit function is currently considered necessary. The Company’s Management periodically undertakes an internal review of financial systems and processes and where systems are considered to require improvement these systems are developed. The Board also considers external reviews of specific areas and monitors the implementation of system improvements.

Recommendation 7.4

A listed entity should disclose whether, it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.

The Audit and Risk Committee Charter details the Company’s risk management systems which assist in identifying and managing potential or apparent business, economic, environmental and social sustainability risks (if appropriate). Review of the Company’s risk management framework is conducted at least annually and reports are continually created by management on the efficiency and effectiveness of the Company’s risk management framework and associated internal compliance and control procedures.

  • (a) have a remuneration committee which:

  • (i) has at least three members, a majority of whom are independent directors; and

  • (ii) is chaired by an independent director,

  • and disclose:

  • (iii) the charter of the committee;

  • (iv) the members of the committee; and

  • (v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

  • (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.

The Company has a Remuneration Committee which is made up by Mr Charles Mac as Chairman, Mr Yiowmin Chay and Mr Clive Tan. The committee is made up of a majority of independent directors and is chaired by one of the independent directors and is therefore compliant with recommendation 8.1 (a)(i) and(ii).

The Company has adopted The Remuneration Committee Charter. The Remuneration Committee Charter outlines the roles and responsibilities of the Remuneration Committee and provides that:

  • (i) The Remuneration Committee comprises of at least three Directors, the majority of whom are independent nonexecutive Directors;

  • (ii) The Remuneration Committee must be chaired by an independent Director who is appointed by the Board.

  • (iii) The Remuneration Committee Charter is available in the Corporate Governance Plan which is available on the Company’s website;

  • (iv) The Board Charter requires disclosure of the members of the Committee. Details of the current members are provided in the Annual Report; and

  • (v) The Board Charter requires each Committee in relation to the reporting period relevant to that Committee, to disclose the number of times that Committee met throughout the period, and the individual attendances of the members at those Committee meetings. Details of the Committee meetings will be provided in the Company’s Annual Report.

Remuneration Committee members

Details of attendance at meetings up to 31 March 2021 are set out below.

Director Name Held Attended
Charles Mac (Chair) 1 1
Clive Tan Che Koon 1 1
Chay Yiowmin 1 1

26

March 31, 2021

CORPORATE GOVERNANCE STATEMENT

Principle 8: Remunerate fairly and responsibly

(continued)

Recommendation 8.2

A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.

The Remuneration Committee Charter outlines the Company’s policies and practices regarding the remuneration of nonexecutive, executive and other senior directors.

The remuneration of any Executive Director will be decided by the Board following the recommendation of the Remuneration Committee, without the affected Executive Director participating in that decision-making process.

The Constitutions provide that the Non-Executive Directors will be paid by way of remuneration for their services as Directors a sum not exceeding such fixed sum per annum pursuant to a resolution passed at a general meeting of the Company. Until a different amount is determined, the amount of the remuneration is S$200,000 per annum.

Recommendation 8.3

A listed entity which has an equity-based remuneration scheme should:

(a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and

  • (b) disclose that policy or a summary of it.

The Company had obtained its shareholders’ approval on the creation of an equity-based remuneration scheme. The Company’s full Employee Share Plan is available in the Company’s website at www.8iholdings.com

The Board has adopted a policy that sets out the guidelines on the sale and purchase of securities in the Company by its key management personnel (i.e. Directors and, if applicable, any employees reporting directly to the Executive Directors). The policy generally provides that the written acknowledgement of the Executive Chairman (or the Board in the case of the Executive Chairman) must be obtained prior to trading.

In addition, subject to any necessary Shareholder approval, a Director may be paid fees or other amounts as the Directors determine where a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director (e.g. non-cash performance incentives such as options).

Directors are also entitled to be paid reasonable travel and other expenses incurred by them in the course of the performance of their duties as Directors.

The Remuneration Committee reviews and approves the Company’s remuneration policy in order to ensure that the Company is able to attract and retain executives and Directors who will create value for Shareholders, having regard to the amount considered to be commensurate for an entity of the Company’s size and level of activity as well as the relevant Directors’ time, commitment and responsibility.

The Board is also responsible for reviewing any employee incentive and equity-based plans including the appropriateness of performance hurdles and total payments proposed.

27

CORPORATE GOVERNANCE STATEMENT

March 31 2021

Principle 9: Additional Recommendations that apply only in certain cases

Recommendation 9.1

A listed entity with a director who does not speak the language in which board or security holder meetings are held or key corporate documents are written should disclose the processes it has in place to ensure the director understands and can contribute to the discussions at those meetings and understands and can discharge their obligations in relation to those documents.

Not Applicable

Recommendation 9.2

A listed entity established outside Australia should ensure that meetings of security holders are held at a reasonable place and time.

Meetings of security holders are held at the Company’s head office in Singapore. In addition, where possible the Company provide security holders with the option to attend the meeting via electronic/online facilities.

Recommendation 9.3

A listed entity established outside Australia, and an externally managed listed entity that has an AGM, should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.

The Company ensures that its auditor attends each AGM and is available to answer questions from security holders relevant to the audit.

28

REMUNERATION REPORT

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For the financial year ended 31 March 2021

This remuneration report set out information about the remuneration of 8I Holdings Limited’s key management personnel for the financial year ended 31 March 2021. The term ‘key management personnel’ refer to those persons having authority and responsibility for planning, directing, controlling the activities of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the consolidated entity.

Remuneration Policy

The remuneration policy of 8I Holdings Limited has been designed to align director and executive objectives with shareholder and business objectives. The board of the Company believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best executives and directors to run and manage the Company and Consolidated Group, as well as create goal congruence between directors, executives and shareholders.

All remuneration paid to directors and executives is valued at the cost to the Consolidated Group and expensed.

The names and positions of key management personnel of the Company and of the Consolidated Entity who have held office during the financial year are:

Chee Kuan Tat, Ken Executive Chairman
Clive Tan Che Koon Executive Director
Chay Yiowmin Non-Executive Director
Charles Mac Non-Executive Director
Low Ming Li Head of Corporate Affairs
Louis Chua Chun Woei Chief Financial Officer;
Chief Risk Officer;
and Company Secretary
(Australia)

Non-Executive Directors’ remuneration

The Constitution and the ASX Listing Rules specify that the aggregate remuneration of Non-Executive Directors shall be determined from time to time by shareholders in general meeting. Total remuneration for all Non-Executive Directors, last voted upon by shareholders in 2020, is not to exceed $200,000 per annum. Directors’ fees cover all main board activities and membership of committees if applicable.

Non-Executive Directors do not receive any retirement benefits.

Executive remuneration

Remuneration for executives is set out in employment agreements. Details of the employment agreement with Executive Directors are provided below.

Executive Directors may receive performance-related compensation but do not receive any retirement benefits, other than statutory Central Provident Fund (CPF) contribution.

Assessing performance

The Board is responsible for assessing performance against Key Performance Indicators (KPIs) and determining the Short-term Incentives (STI) and Long-term Incentive (LTI) to be paid. To assist in this assessment, the Board may request detailed reports on performance from management and market share.

The Group does not have any formal bonus scheme in place. The Group does not have any ongoing commitment to pay bonuses.

Long-term incentive

Long-term Incentives (LTI) may be provided to key management personnel in the form of Share Plans over ordinary shares of the Company. LTI are considered to promote continuity of employment and provide additional incentive to recipients to increase shareholder wealth. Share Plans may only be issued to Directors subject to approval by shareholders in general meeting.

Service Agreements

Remuneration and other terms of employment for the Executive Directors and other Key Management Personnel are formalized in a service agreement. For Non-Executive Directors, these terms are set out in a Letter of Appointment. The major provisions of the agreements relating to Directors’ remuneration as at date of this report are set out below.

Name Base Salary(1) Fees
Chee Kuan Tat, Ken S$168,000 p.a. S$nil
S$192,000 p.a.(2)
Clive Tan Che Koon S$252,000 p.a. S$43,200 p.a.(3)
Chay Yiowmin S$nil S$48,000 p.a.
Charles Mac S$nil S$48,000 p.a.
S$42,000 p.a.(3)
  • There are no fixed term nor notice period in the Directors’ service agreements

(1) Excluding employer’s Central Provident Fund (CPF) contribution

(2) Executive director remuneration of a subsidiary

(3) Non-executive director fee of a subsidiary

29

REMUNERATION REPORT

For the financial year ended 31 March 2021

Details of Remuneration

A breakdown showing the level and mix of each Director’s and Key Management Personnel’s remuneration for the financial year ended 31 March 2021 is set out below:

Name of Directors
Salary
S$’000
Executive Directors
Short-term
Bonus/
Profit-
sharing
S$’000
Directors’
Fee
S$’000
Post-
employment
Share-based
Payments
CPF
Contribution
S$’000
Share Plan
S$’000
Total
S$’000
Post-
employment
Share-based
Payments
CPF
Contribution
S$’000
Share Plan
S$’000
Total
S$’000
Chee Kuan Tat, Ken
Remuneration of Company
168
Remuneration of a subsidiary
192
Clive Tan Che Koon
Remuneration of Company
252
Remuneration of a subsidiary
-
Non-executive Directors
14
-
369
-
37
-
-
43
15
17
16
-
-
197
307
885
-
305
153
196
Chay Yiowmin
Remuneration of Company
-
Charles Mac
Remuneration of Company
-
Remuneration of a subsidiary
-
Name of Key
Management Personnel
Designation
S$100,000 to below S$250,000
-
42
-
42
-
21
Short-term
Salary
%
Bonus
%
-
-
42
-
-
42
-
37
58
Post-
employment
Share-based
Payments
CPF
Contribution
%
Share Plan
%
Total
%
Low Ming Li
Chief Operating Officer
Louis Chua Chun Woei
Chief Financial Officer;
Chief Risk Officer; and
Company Secretary
(Australia)
80
12
81
12
8
7
-
100
-
100

The total remuneration of each Key Management Personnel has not been disclosed in dollar terms given the sensitivity of remuneration matters and to maintain the confidentiality of the remuneration packages of these Key Management Personnel.

The total remuneration of the top five key executives (who are not directors of the Company) is S$1,273,798 for the financial year ended 31 March 2021 (2020: S$855,016).

There were no terminations, retirement or post-employment benefits granted to Directors and Key Management Personnel other than the standard contractual notice period termination payment in lieu of service for the financial year ended 31 March 2021.

No employee whose remuneration exceeded S$50,000 during the financial year is an immediate family member of any of the members of the Board. The Company did not provide any equity compensation to Directors or executives during the financial year ended 31 March 2021.

The Company also reimburses validly incurred business expenses of Directors and Key Management Personnel.

Share-based remuneration

No options over ordinary shares in the Company were granted as compensation to each key management person during the reporting period.

30

REMUNERATION REPORT

For the financial year ended 31 March 2021

Other Information

There were no loans made to any Key Management Personnel during the financial year or outstanding at financial year ended.

Environmental Issues

The Company’s operations comply with all relevant environmental laws and regulations, and have not been subject to any actions by environmental regulators.

Apart from disclosed elsewhere in this report, there were no transactions with Key Management Personnel during the financial year. During the financial year, the Remuneration Committee reviewed and approved the Company’s remuneration policy.

Directors Meetings

Since the beginning of the financial year, four meetings of directors were held. Attendances by each director during the period were as follows:

DIRECTORS' MEETINGS
DIRECTORS ELIGIBLE TO ATTEND ATTENDED
Chee Kuan Tat, Ken
4
4
Clive Tan Che Koon 4 4
Chay Yiowmin 4 4
Charles Mac 4 4

31

DIRECTORS’ STATEMENT

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For the financial year ended 31 March 2021

The directors present their statement to the members together with the audited financial statements of the Group for the financial year ended 31 March 2021 and the statement of financial position of the Company as at 31 March 2021.

In the opinion of the directors,

  • (a) the statement of financial position of the Company and the consolidated financial statements of the Group are drawn up so as to give a true and fair view of the financial position of the Company and of the Group as at 31 March 2021 and the financial performance, changes in equity and cash flows of the Group for the financial year covered by the consolidated financial statements; and

  • (b) at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due.

Holdings registered in name of director or nominee

At 31.3.2021 At 1.4.2020

8VI Holdings Limited
(No. of ordinary shares)
Mr Chee Kuan Tat, Ken 400,000 -
Mr Clive Tan Che Koon 200,000 -
  • (b) According to the register of directors’ shareholdings, certain directors holding office at the end of the financial year had interests in performance rights and options to subscribe for ordinary shares of a Company’s subsidiary, 8VI Holdings Limited (“8VI”), granted pursuant to the 8VI’s Employee Securities Incentive Plan as set out below and under “Subsidiary’s Rights and Share Options” below:

No. of unissued ordinary shares under performance rights and options

Directors

The directors of the Company in office at the date of this statement are as follows:

Mr Chee Kuan Tat, Ken Mr Clive Tan Che Koon Mr Charles Mac Mr Chay Yiowmin

Arrangements to enable directors to acquire shares and debentures

Neither at the end of nor at any time during the financial year was the Company a party to any arrangement whose object was to enable the directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate, other than as disclosed under “Subsidiary’s Rights and Share Options” in this statement.

Directors’ interests in shares or debentures

  • (a) According to the register of directors’ shareholdings, none of the directors holding office at the end of the financial year had any interest in the shares or debentures of the Company or its related corporations, except as follows:
8VI Holdings Limited
Mr Chee Kuan Tat, Ken
Class C Performance Rights
Class D Performance Rights
Class C Performance Rights
Class D Performance Rights
Options
Mr Clive Tan Che Koon
Class C Performance Rights
Class D Performance Rights
Class C Performance Rights
Class D Performance Rights
Options
At 31.3.2021
200,000
200,000
250,000
250,000
1,000,000
100,000
100,000
125,000
125,000
500,000
At 1.4.2020
-
-
-
-
-
-
-
-
-
-
  • (c) Mr Chee Kuan Tat, Ken, who by virtue of his interest of not less than 20% of the issued capital of the Company, is deemed to have an interest in the share capital of the Company’s subsidiaries.

  • (d) The directors’ interests in the ordinary shares and convertible securities of the Company as at 21 April 2021 were the same as those as at 31 March 2021.

Subsidiary’s rights and share options

  • (a) 8VI Employee Securities Incentive Plan
Holdings registered in name of Holdings registered in name of
director or nominee
At 31.3.2021 At 1.4.2020
8I Holdings Limited
(No. of ordinary shares)
Mr Chee Kuan Tat, Ken 86,885,009 86,684,792
Mr Clive Tan Che Koon 65,140,000 65,140,000

The 8VI’s Employee Securities Incentive Plan (“Share Plan”) for key directors and employees of the Group was approved by members of 8VI at its annual general meeting on 23 July 2020. The Share Plan provides a means to attract, motivate and retain key directors and employees and provide them with the opportunity to participate in the future growth of 8VI.

32

DIRECTORS’ STATEMENT

For the financial year ended 31 March 2021

Subsidiary’s rights and share options (continued)

(a) 8VI Employee Securities Incentive Plan (continued)

Under the Share Plan, the 8VI’s board of directors may from time to time determine that a director of the companies of the Group, subject to its members’ approval, or an employee may participate in the Share Plan to apply for securities on such terms and conditions as the 8VI’s board of directors decides.

The persons to whom the rights and options have been issued have no right to participate by virtue of the options in any share issue of any other companies of the Group. The Group has no legal or constructive obligation to repurchase or settle the securities in cash.

During the financial year, pursuant to 8VI members’ approval at its annual general meeting on 23 July 2020, 8VI granted its directors options to subscribe for 2,000,000 ordinary shares of 8VI at exercise price of AUD 0.45 per share (“Options”) and performance rights to be converted into 2,600,000 ordinary shares of 8VI upon meeting the vesting conditions (“Performance Rights”).

The Options are exercisable from 21 August 2020 and expire on 30 June 2025. The vesting condition for the Options is that the holder being a director of 8VI when the Options are exercised. The total fair value of the Options granted was estimated to be AUD 955,600 using the Hoadleys Employee Stock Option Model. Details of the Options granted to directors of the Company are as follows:

No. of unissued ordinary shares of 8VI under Options

Name of director
Mr Chee Kuan Tat, Ken
Mr Clive Tan Che Koon
Granted in
financial year
ended 31.03.2021
Aggregated
granted since
commencement of
scheme to
31.3.2021
Aggregate
exercised since
commencement of
scheme to
31.3.2021
Aggregate
outstanding as at
31.03.2021
1,000,000
1,000,000
-
1,000,000
500,000
500,000
-
500,000

The Performance Rights will not have consideration on satisfaction of the vesting conditions. The vesting conditions for the Performance Rights are:

  • The holder being a director of 8VI as at the relevant vesting determination dates specified in the table below; and

  • The relevant volume weighted average price (VWAP) of 8VI’s shares traded on ASX over any 20-day period exceeds the prices specified in the table below.

Class A Performance Rights
Class B Performance Rights
Class C Performance Rights
Class D Performance Rights
Class E Performance Rights
Class F Performance Rights
Performance Rights granted
Vesting conditions
Number
Effective
grant date
Fair value per
right at
effective grant
date (AUD)
Earliest vesting
determination
date
VWAP Share
Price condition
(AUD)
400,000
23.07.2020
0.4675
21.08.2020
0.45
400,000
23.07.2020
0.3813
21.08.2020
0.60
400,000
23.07.2020
0.4037
01.04.2021
0.70
400,000
23.07.2020
0.2016
01.04.2021
2.00
500,000
23.07.2020
0.2570
01.04.2022
2.30
500,000
23.07.2020
0.1389
01.04.2022
5.00
Expiry date

30.04.2021
30.04.2021
30.04.2022
30.04.2022
30.04.2023
30.04.2023

33

DIRECTORS’ STATEMENT

For the financial year ended 31 March 2021

Subsidiary’s rights and share options (continued)

(a) 8VI Employee Securities Incentive Plan (continued)

The total fair value of the Performance Rights granted was estimated to be AUD 779,590 using the Hoadleys Hybrid ESO Model (a Monte Carlo simulation model). Details of the Performance Rights granted to directors of the Company are as follows:

Name of director
Mr Chee Kuan Tat, Ken
Mr Clive Tan Che Koon
No. of unissued ordinary shares of 8VI under Performance Rights
Granted in
financial year
ended 31.3.2021
Aggregated
granted since
commencement of
scheme to
31.3.2021
Aggregate
exercised since
commencement of
scheme to
31.3.2021
Aggregate
outstanding as at
31.03.2021
1,300,000
1,300,000
400,000
900,000
650,000
650,000
200,000
450,000

During the financial year, the vesting conditions of the Class A Performance Rights and Class B Performance Rights were satisfied and both classes of Performance Rights were converted into 8VI ordinary shares. Mr Chee and Mr Tan received 400,000 ordinary shares and 200,000 ordinary shares respectively from the exercising of their Class A Performance Rights and Class B Performance Rights.

(b) Performance Rights and Options of 8VI outstanding

The number of unissued shares of 8VI under Performance Rights and Options in relation to the Share Plan outstanding at the end of the financial year was as follows:

Class C Performance Rights
Class D Performance Rights
Class E Performance Rights
Class F Performance Rights
Options
No of unissued ordinary shares of 8VI
under the rights and options at 31.3.2021
400,000
400,000
500,000
500,000
2,000,000
Exercise price
Exercise period
-
1.04.2021 to 30.04.2022
-
1.04.2021 to 30.04.2022
-
1.04.2022 to 30.04.2023
-
1.04.2022 to 30.04.2023
AUD 0.45
21.08.2020 to 30.06.2025

Audit Committee

The members of the Audit Committee at the end of the financial year were as follows:

Mr Chay Yiowmin Mr Clive Tan Che Koon Mr Charles Mac

All members of the Audit Committee were non-executive directors, except for Mr Clive Tan Che Koon.

The Audit Committee carried out its functions in accordance with Section 201B(5) of the Singapore Companies Act. In performing those functions, the Committee reviewed:

  • the audit plan of the Company’s independent auditor and any recommendations on internal accounting controls arising from the statutory audit;

  • the assistance given by the Company’s management to the independent auditor; and

  • the statement of financial position of the Company and the consolidated financial statements of the Group for the financial year ended 31 March 2021 before their submission to the Board of Directors.

The Audit Committee has recommended to the Board that the independent auditor, KLP LLP, be nominated for re-appointment at the forthcoming Annual General Meeting of the Company.

34

DIRECTORS’ STATEMENT

For the financial year ended 31 March 2021

Independent Auditor

The independent auditor, KLP LLP, has expressed its willingness to accept re-appointment.

On behalf of the directors

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Chee Kuan Tat, Ken Director

==> picture [105 x 45] intentionally omitted <==

Clive Tan Che Koon Director

29 May 2021

35

KLP LLP 13A MacKenzie Road Singapore 228676 Tel: (65) 6227 4180 [email protected] www.klp.com.sg

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INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF 8I HOLDINGS LIMITED

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of 8I Holdings Limited (the “Company”) and its subsidiaries (the “Group”), which comprise the consolidated statement of financial position of the Group and the statement of financial position of the Company as at 31 March 2021, and the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows of the Group for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements of the Group and the statement of financial position of the Company are properly drawn up in accordance with the provisions of the Companies Act, Chapter 50 (the “Act”) and Financial Reporting Standards in Singapore (FRSs) so as to give a true and fair view of the consolidated financial position of the Group and the financial position of the Company as at 31 March 2021 and of the consolidated financial performance, consolidated changes in equity and consolidated cash flows of the Group for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with Singapore Standards on Auditing (SSAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Group in accordance with the Accounting and Corporate Regulatory Authority (ACRA) Code of Professional Conduct and Ethics for Public Accountants and Accounting Entities (ACRA Code) together with the ethical requirements that are relevant to our audit of the financial statements in Singapore, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ACRA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the financial year ended 31 March 2021. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For the matters below, our description of how our audit addressed the matter is provided in that context.

We have fulfilled our responsibilities described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying financial statements.

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36

KLP LLP 13A MacKenzie Road Singapore 228676 Tel: (65) 6227 4180 [email protected] www.klp.com.sg

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INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF 8I HOLDINGS LIMITED (continued)

Key Audit Matters (continued)

Key Audit Matter How our audit addressed the Key Audit Matter
Valuation and impairment of investment in subsidiaries
(Refer to Note 14 to the financial statements)
The Company carries its investment in subsidiaries at cost adjusted for
impairment losses. As at 31 March 2021, the carrying amount of
investment in subsidiaries amounted to S$22,351,126. During the
financial year, the Company recognised net write back of impairment
losses of S$4,744,171 in investment in subsidiaries.
We consider the valuation and impairment of investment in subsidiaries
to be a significant key audit matter as the amount is significant to the
Company. Moreover, the identification of impairment indicators or
events, the estimation of recoverable amount and the determination of
impairment loss requires the use of significant judgements and
assumptions by management.
We assessed the appropriateness of management’s process
by which indicators of impairment were identified.
Where impairment had been identified, for samples of
investment in subsidiaries, our work included:

considering the latest developments in relation to the
subsidiaries’
financial
position
and
financial
performance, especially the impact from COVID-19
pandemic;

examining the recoverable amounts determined by
management, including the appropriateness of the
method and key assumptions used;

challenging management’s assumptions;

testing the adequacy of impairment loss; and

considered the adequacy of disclosures in the financial
statements in respect to the impairment.
Based on procedures performed, we have assessed that the
aggregate provision for impairment loss is appropriate.
Valuation of financial instruments held at fair value
(Refer to Note 3,11,16 and 24 to the financial statements)
Financial instruments held by the Group at fair value include equity
securities designated at fair value.
The Group’s financial instruments are predominantly valued using
quoted market prices (‘Level 1’). The valuations of ‘Level 3’ financial
instruments rely on significant unobservable inputs.
We considered the overall valuation of financial instruments (Level 1 and
3) to be a key audit matter given the financial significance to the Group,
the nature of the underlying financial instruments and the estimation
involved to determine fair value.
1.
Obtain quoted market prices of listed equity securities
from
independent
source
to
determine
an
independent estimate of fair value for samples of the
Group's Level 1 financial instruments. We compared
these to the Group’s calculations of fair value to assess
individual material valuation differences or systemic
bias;
2.
assessed the reasonableness of the methodologies
used and the assumptions made for samples of
financial instruments valuations with significant
unobservable valuation inputs (Level 3 financial
instruments); and
3.
performed tests of inputs and assessed the
methodology over fair value adjustments, in light of
available market data and industry trends.
Overall, we considered that the valuation of financial
instruments held at fair value was within a reasonable
range of outcomes. We also found the fair value disclosures
in the financial statements to be adequate.

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37

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KLP LLP 13A MacKenzie Road Singapore 228676 Tel: (65) 6227 4180 [email protected] www.klp.com.sg

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF 8I HOLDINGS LIMITED (continued)

Key Audit Matters (continued)

Key Audit Matter How our audit addressed the Key Audit Matter
Intangible assets recognition and measurement
(Refer to Note 2.7, 3 and 15 to the financial statements)
As at 31 March 2021, the Group’s intangible assets includes development
of software with carrying amount of S$790,401.
During the year, the Group conducted a continuous update on the mobile
application for VI App. Management applied judgement in identifying
which functions need updates and expenditure attributable to the
updates that met the criteria for capitalisation under the requirements of
accounting standards. Factors considered by management included the
Group’s intention, availability of technical, financial and other resources
and technical ability to complete the updates, the likelihood of
generating sufficient future economic benefits to the Group and its ability
to measure the expenditure incurred.
We considered such to be a key audit matter because of the significance
of the costs capitalised and the judgement involved in assessing whether
the capitalisation criteria have been met.
Our procedures in relation to the Group’s recognition and
measurement of development of software, we:
1.
Obtained an understanding and assessing the design
of the controls in relation to how management
determined and measured costs that are directly
attributable to the development activities;
2.
Evaluate the nature of the development costs incurred
that are capitalised into intangible assets;
3.
Assessing the reasonableness of the capitalisation
based on our knowledge of the business and industry;
4.
Evaluating the appropriateness of expenses capitalised
on a sample basis by agreeing the costs to internal
timesheet and payroll records.
Based on the procedure performed above, we consider the
costs capitalised to be supportable by available evidence.

Other Information

Management is responsible for other information. The other information comprises the information included in the annual report, but does not include the financial statements and our auditor’s report thereon. The annual report is expected to be made available to us after the date of this auditor’s report.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materiality inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

When we read the annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take appropriate actions in accordance with SSAs.

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38

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KLP LLP 13A MacKenzie Road Singapore 228676 Tel: (65) 6227 4180 [email protected] www.klp.com.sg

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF 8I HOLDINGS LIMITED (continued)

Responsibilities of Management and Directors for the Financial Statements

Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the provisions of the Act and FRSs, and for devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair financial statements and to maintain accountability of assets.

In preparing the financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

The directors’ responsibilities include overseeing the Group’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SSAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SSAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  • Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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39

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KLP LLP 13A MacKenzie Road Singapore 228676 Tel: (65) 6227 4180 [email protected] www.klp.com.sg

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF 8I HOLDINGS LIMITED (continued)

Auditor’s Responsibilities for the Audit of the Financial Statements (continued)

We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

In our opinion, the accounting and other records required by the Act to be kept by the Company and by those subsidiary corporations incorporated in Singapore, of which we are the auditors, have been properly kept in accordance with the provisions of the Act.

The engagement partner on the audit resulting in this independent auditor’s report is Lim Yeong Seng.

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KLP LLP

Public Accountants and Chartered Accountants

Singapore, 29 May 2021

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40

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

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For the financial year ended 31 March 2021

Note
Revenue
4
Investment gains/(losses)
4
Cost of sales and services
6
Gross profit
Other gains
5
Other income
5
Expenses
- Administrative expenses
6
- Marketing and other operating expenses
6
- Finance costs
Share of (profit)/loss attributable to the unit holders of redeemable participating
shares
20
Share of loss of an associated company
Profit/(loss) before income tax
Income tax expense
8
Profit/(loss) for the year
Other comprehensive (loss)/income:
Items that may be reclassified subsequently to profit or loss:
- Currency translation differences arising from consolidation
Items that will not be reclassified subsequently to profit or loss:
- Fair value gains/(losses) - financial assets, at FVOCI
16
Other comprehensive (loss)/income, net of tax
Total comprehensive income/(loss) for the year
Profit/(loss) attributable to:
- Owners of the Company
- Non-controlling interests
Total comprehensive income/(loss) attributable to:
- Owners of the Company
- Non-controlling interests
Profit/(loss) per share attributable to equity holders of the Company (S$ cent per share)
- Basic earnings
9
- Diluted earnings
9
2021
2020
S$
S$ 25,965,015
11,864,905
6,565,281
(2,466,598)
(6,147,303)
(3,381,525)
26,382,993
6,016,782
107,486
73,980
1,208,000
503,151
(8,877,473)
(7,044,851)
(7,645,974)
(3,993,417)
(33,770)
(81,577)
(1,062,173)
719,846
-
(29,652)
10,079,089
(3,835,738)
(1,037,177)
(151,190)
9,041,912
(3,986,928)
(653,526)
478,393
795
(317,570)
(652,731)
160,823
8,389,181
(3,826,105)
7,946,616
(3,679,184)
1,095,296
(307,744)
9,041,912
(3,986,928)
7,328,073
(3,639,021)
1,061,108
(187,084)
8,389,181
(3,826,105)
2.21
(1.02)
2.21
(1.02)

The accompanying notes form an integral part of these financial statements.

41

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

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As at 31 March 2021

Note
ASSETS
Current assets
Cash and cash equivalents
10
Financial assets, at FVPL
11
Trade and other receivables
12
Current income tax asset
8
Non-current assets
Other receivables
12
Property, plant and equipment
13
Development of software
15
Financial assets, at FVOCI
16
Deferred income tax assets
21
Total assets
LIABILITIES
Current liabilities
Trade and other payables
17
Lease liabilities
18
Current income tax liabilities
8
Unearned revenue
19
Redeemable participating shares
20
Non-current liabilities
Lease liabilities
18
Unearned revenue
19
Deferred income tax liabilities
21
Total liabilities
NET ASSETS
EQUITY
Capital and reserves attributable to owners of the Company
Share capital
22
Other reserves
23
Retained profits
Non-controlling interests
Total equity
31 March
2021
2020
S$
S$ 26,819,650
18,442,385
24,868,213
14,358,481
2,153,261
2,527,868
-
129,122
53,841,124
35,457,856
351,900
1,242,921
1,450,709
1,597,993
790,401
430,439
1,275,182
1,266,261
296,355
264,331
4,164,547
4,801,945
58,005,671
40,259,801
3,852,696
1,767,983
798,089
1,146,938
465,036
-
9,521,393
3,969,752
5,359,489
3,927,686
19,996,703
10,812,359
73,625
67,574
233,789
-
4,000
4,000
311,414
71,574
20,308,117
10,883,933
37,697,554
29,375,868
33,972,254
34,455,641
(14,122,248)
(13,753,947)
15,562,255
7,615,639
35,412,261
28,317,333
2,285,293
1,058,535
37,697,554
29,375,868

The accompanying notes form an integral part of these financial statements.

42

STATEMENT OF FINANCIAL POSITION - COMPANY

As at 31 March 2021

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Note
ASSETS
Current assets
Cash and cash equivalents
10
Financial assets, at FVPL
11
Trade and other receivables
12
Non-current assets
Other receivables
12
Investments in subsidiaries
14
Financial assets, at FVOCI
16
Total assets
LIABILITIES
Current liabilities
Trade and other payables
17
Unearned revenue
19
Total liabilities
NET ASSETS
EQUITY
Capital and reserves attributable to owners of the Company
Share capital
22
Other reserves
23
Accumulated profits/(losses)
Total equity
31 March
2021
2020
S$
S$ 1,364,463
8,100,084
9,494,024
32,041
169,529
4,905,819
11,028,016
13,037,944
351,900
1,242,921
22,351,126
15,678,762
1,267,761
1,077,479
23,970,787
17,999,162
34,998,803
31,037,106
316,457
137,455
-
24,150
316,457
161,605
34,682,346
30,875,501
33,972,254
34,455,641
(2,087,255)
(2,062,917)
2,797,347
(1,517,223)
34,682,346
30,875,501

The accompanying notes form an integral part of these financial statements.

43

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

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For the financial year ended 31 March 2021

2021
Beginning of financial year
Profit for the year
Other comprehensive income/(loss) for the year
Total comprehensive income/(loss) for the year
Shares buy-back (Note 22)
Value of employee services
Performance rights exercised
Dilution of subsidiaries without change in control
Total transactions with owners of the Company, recognised
directly in equity
End of financial year
Share
capital
Attributable to owners of the Company
Fair value
reserve
Currency
translation
reserve
Capital
reserve
Employee
share plan
reserve
Retained
profits
Total
Non-
controlling
interests
Total
equity
S$
34,455,641
S$
S$
S$
S$
S$
S$
S$
S$
(11,395,788)
(47,644)
(2,310,515)
-
7,615,639
28,317,333
1,058,535
29,375,868
-
-
-
-
-
-
7,946,616
7,946,616
1,095,296
9,041,912
795
(619,338)
-
-
-
(618,543)
(34,188)
(652,731)
- 795
(619,338)
-
-
7,946,616
7,328,073
1,061,108
8,389,181
(483,387)
-
-
-
-
-
-
-
-
(483,387)
-
(483,387)
-
-
-
613,958
-
613,958
-
613,958
-
-
201,702
(335,208)
-
(133,506)
133,506
-
-
-
(230,210)
-
-
(230,210)
32,144
(198,066)
(483,387) -
-
(28,508)
278,750
-
(233,145)
165,650
(67,495)
33,972,254 (11,394,993)
(666,982)
(2,339,023)
278,750
15,562,255
35,412,261
2,285,293
37,697,554

The accompanying notes form an integral part of these financial statements.

44

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (continued)

For the financial year ended 31 March 2021

2020
Beginning of financial year
Loss for the year
Other comprehensive income/(loss) for the year
Total comprehensive income/(loss) for the year
Shares buy-back (Note 22)
Disposal of a subsidiary
Dilution of subsidiary without change in control
Total transactions with owners of the Company, recognised directly in equity
End of financial year
Attributable to owners of the Company
Share
capital
Fair value
reserve
Currency
translation
reserve
Capital
reserve
Retained
profits
Total
Non-
controlling
interests
Total
equity
S$
S$
S$
S$
S$
S$
S$
S$
34,491,447
(11,078,218)
(405,377)
(2,309,547)
10,874,431
31,572,736
756,702
32,329,438
-
-
-
-
(3,679,184)
(3,679,184)
(307,744)
(3,986,928)
-
(317,570)
357,733
-
-
40,163
120,660
160,823
-
(317,570)
357,733
-
(3,679,184)
(3,639,021)
(187,084)
(3,826,105)
(35,806)
-
-
-
-
(35,806)
-
(35,806)
-
-
-
(420,392)
420,392
-
(123,293)
(123,293)
-
-
-
419,424
-
419,424
612,210
1,031,634
(35,806)
-
-
(968)
420,392
383,618
488,917
872,535
34,455,641
(11,395,788)
(47,644)
(2,310,515)
7,615,639
28,317,333
1,058,535
29,375,868

The accompanying notes form an integral part of these financial statements.

45

CONSOLIDATED STATEMENT OF CASH FLOWS

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For the financial year ended 31 March 2021

Note
Cash flows from operating activities
Profit/(loss) before income tax
Adjustments for:
- Net gain on disposal of subsidiaries
4
- Net gain on disposal of an associated company
4
- Net fair value (gain)/loss of investment securities held at fair value through profit or
loss
4
- Net gain on disposal of investment securities held at fair value through profit or loss
4
- Dividend income
4
- Interest income
5
- Gain on disposal of property, plant and equipment
5
- Rent concessions
5
- Depreciation of property, plant and equipment
6
- Amortisation of development of software
6
- Property, plant and equipment written off
6
- Bad debt written off
6
- Credit loss allowance
6
- Finance costs
- Employee share plan expense
7
- Share of loss of an associated company
- Share of profit/(loss) attributable to the unit holders of redeemable participating
shares
20
- Exchange differences
Change in working capital, net of effects from disposal of subsidiaries:
- Trade and other receivables
- Financial assets, at FVPL
- Trade and other payables
- Unearned revenue
Cash generated from operations
Interest received
Dividend received
Income tax paid
8(b)
Net cash provided by operating activities
Cash flows from investing activities
Acquisition of non-controlling interest without a change in control
Proceeds from sale of property, plant and equipment
Proceeds from sale of non-controlling interest without a change in control
Proceeds from sale of subsidiary, net of cash disposed
Proceeds from sale of an associated company
Net proceeds from loan to non-related parties
Additions to property, plant and equipment
13
Additions to development of software
15
(Additions)/disposal of financial assets through other comprehensive income
16
Net cash (used in)/provided by investing activities
2021
2020
S$
S$ 10,079,089
(3,835,738)
-
(51,977)
-
(5,320)
(1,548,546)
3,334,810
(4,591,388)
(162,778)
(425,347)
(648,137)
(70,631)
(207,524)
(1,710)
-
(65,191)
-
1,659,719
1,737,126
313,134
158,481
36,789
-
198,749
2,265
136,263
112,783
33,770
81,577
665,840
-
-
29,652
1,062,173
(719,846)
(658,242)
396,648
6,824,471
222,022
(145,385)
(69,072)
(4,369,799)
2,844,643
2,084,713
239,596
5,785,430
1,846,482
10,179,430
5,083,671
70,631
207,524
425,347
648,137
(480,791)
(249,843)
10,194,617
5,689,489
(368,474)
(68,079)
5,995
-
-
1,138,147
-
(38,486)
-
200,000
1,076,000
2,046,978
(587,434)
(198,630)
(673,096)
(405,782)
(8,126)
115,049
(555,135)
2,789,197

The accompanying notes form an integral part of these financial statements.

46

CONSOLIDATED STATEMENT OF CASH FLOWS (continued)

For the financial year ended 31 March 2021

Note
Cash flows from financing activities
Shares buy-back
22
Payment of principal portion of lease liabilities
Finance cost paid
Net proceed from/(payment to) fund’s non-controlling unit holders
20
Net cash used in financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents
Beginning of financial year
Effects of currency translation on cash and cash equivalents
End of financial year
2021
2020
S$
S$ (483,387)
(35,806)
(1,219,403)
(1,392,434)
(33,730)
(81,574)
638,419
(1,180,311)
(1,098,101)
(2,690,125)
8,541,381
5,788,561
18,442,385
12,382,781
(164,116)
271,043
26,819,650
18,442,385

The accompanying notes form an integral part of these financial statements.

47

NOTES TO THE FINANCIAL STATEMENTS

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For the financial year ended 31 March 2021

These notes form an integral part of and should be read in conjunction with the accompanying financial statements.

1. General information

8I HOLDINGS LIMITED (the “Company”) is listed on the Australian Securities Exchange and incorporated and domiciled in Singapore. The address of its registered office and principal place of business is Goldbell Towers, 47 Scotts Road, #03-03/04, Singapore 228233.

The principal activity of the Company is management consultancy services. The principal activities of its subsidiaries are disclosed in Note 14 to the financial statements.

2. Significant accounting policies

2.1 Basis of preparation

These financial statements have been prepared in accordance with Financial Reporting Standards in Singapore (“FRSs”) under the historical cost basis, except as disclosed in the accounting policies below.

The preparation of Group consolidation financial statements in conformity with FRSs requires management to exercise its judgement in the process of applying the Group’s accounting policies. It also requires the use of certain critical accounting estimates and assumptions. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 3.

Interpretations and amendments to published standards effective in 2020

On 1 April 2020, the Group has adopted the new or amended FRSs and Interpretations of FRSs (“INT FRSs”) that are mandatory for application for the financial year. Changes to the Group’s accounting policies have been made as required, in accordance with the transitional provisions in the respective FRSs and INT FRSs.

The adoption of these new or amended FRSs and INT FRSs did not result in substantial changes to the Group’s accounting policies and had no material effect on the amounts reported for the current or prior financial years except for the early adoption of amendment to FRS 116 Leases: Covid-19-Related Rent Concessions:

Early adoption of amendment to FRS 116 Leases: Covid-19Related Rent Concessions

The Group has elected to early adopt the amendment to FRS 116 which introduced a practical expedient for a lessee to elect not to assess whether a rent concession is a lease modification, if all the following conditions are met:

(a) the change in lease payments results in revised consideration for the lease that is substantially the same as, or less than, the consideration for the lease immediately preceding the change;

(b) any reduction in lease payments affects only payments originally due on or before 30 June 2021; and

(c) there is no substantive change to other terms and conditions of the lease.

The Group has elected to apply this practical expedient to all property leases. As a result of applying the practical expedient, rent concessions of S$65,191 (Note 5) was included in “Government grants” presented under “Other income” in the profit or loss during the year.

48

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 March 2021

2. Significant accounting policies (continued)

2.2 Revenue recognition

Revenue is measured based on the consideration to which the Group expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties.

Revenue is recognised when the Group satisfies a performance obligation by transferring a promised good or service to the customer, which is when the customer obtains control of the good or service. A performance obligation may be satisfied at a point in time or over time. The amount of revenue recognised is the amount allocated to the satisfied performance obligation.

(a) Programme fees

The Group provides financial education and training services. Revenue is recognised when the participants attended first day of training. The Company will record contractual liabilities for advance payment made for the training.

(b) Subscription income

Subscription income is recognised over the subscription period.

(c) Commission income

Commission income is recognised when the corresponding service is provided.

(d) Rendering of services

The Group provide digital production and advertising income. Revenue is recognised when the services have been performed and rendered.

(e) Dividend income

Dividend income is recognised when the right to receive payment is established. It is probable that the economic benefits associated with the dividend will flow to the Group, and the amount of the dividend can be reliably measured.

(f) Interest income

Interest income is recognised using the effective interest method.

(g) Rental income Rental income from events site is accounted for on a straight-line basis over the period of the rent.

2.4 Borrowing costs

All borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss in the period in which they are incurred.

2.5 Group accounting

(a) Subsidiaries

(i) Consolidation

Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date on that control ceases.

In preparing the consolidated financial statements, inter-companies transactions and balances and unrealised gains on transactions between group entities are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment indicator of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

Non-controlling interests comprise the portion of a subsidiary’s net results of operations and its net assets, which is attributable to the interests that are not owned directly or indirectly by the equity holders of the Company. They are shown separately in the consolidated statement of comprehensive income, statement of changes in equity, and consolidated statement of financial position. Total comprehensive income is attributed to the non-controlling interests based on their respective interests in a subsidiary, even if this results in the non-controlling interests having a deficit balance.

(ii) Acquisitions

2.3 Government grants

Grants from the government are recognised as a receivable at their fair value when there is reasonable assurance that the grant will be received and the Group will comply with all the attached conditions.

Government grants received are recognised as income over the periods necessary to match them with the related costs which they are intended to compensate, on a systematic basis. Government grants relating to expenses are shown separately as other income.

The acquisition method of accounting is used to account for business combinations entered into by the Group.

The consideration transferred for the acquisition of a subsidiary or business comprises the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred also includes any contingent consideration arrangement and any pre-existing equity interest in the subsidiary measured at their fair values at the acquisition date.

49

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 March 2021

2. Significant accounting policies (continued)

2.5 Group accounting (continued)

(a) Subsidiaries (continued)

(ii) Acquisitions (continued)

(c) Associated companies

Associated companies are entities over which the Group has significant influence, but not control, generally accompanied by a shareholding giving rise to voting rights of 20% and above but not exceeding 50%.

Acquisition-related costs are expensed as incurred.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date.

On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree at the date of acquisition either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets.

The excess of (a) the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the (b) fair value of the identifiable net assets acquired is recorded as goodwill.

Investments in associated companies is accounted for in the consolidated financial statements using the equity method of accounting less impairment losses, if any.

(i) Acquisitions

Investments in associated companies is initially recognised at cost. The cost of an acquisition is measured at the fair value of the assets given, equity instruments issued or liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Goodwill on associated companies represents the excess of the cost of acquisition of the associated company over the Group’s share of the fair value of the identifiable net assets of the associated company and is included in the carrying amount of the investments.

(ii) Equity method of accounting

(iii) Disposals

When a change in the Group’s ownership interest in a subsidiary results in a loss of control over the subsidiary, the assets and liabilities of the subsidiary including any goodwill are derecognised. Amounts previously recognised in other comprehensive income in respect of that entity are also reclassified to profit or loss or transferred directly to retained earnings if required by a specific Standard.

Any retained equity interest in the entity is remeasured at fair value. The difference between the carrying amount of the retained interest at the date when control is lost and its fair value is recognised in profit or loss.

Please refer to the paragraph “Investments in subsidiaries and associated companies” for the accounting policy on investments in subsidiaries in the separate financial statements of the Company.

(b) Transactions with non-controlling interests

Changes in the Group’s ownership interest in a subsidiary that do not result in a loss of control over the subsidiary are accounted for as transactions with equity owners of the Company. Any difference between the change in the carrying amounts of the non-controlling interest and the fair value of the consideration paid or received is recognised within equity attributable to the equity holders of the Company.

Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise Group’s share of its associated companies’ post-acquisition profits or losses of the investee in profit or loss and its share of movements in other comprehensive income of the investee’s other comprehensive income. Dividends received or receivable from the associated companies are recognised as a reduction of the carrying amount of the investments. When the Group’s share of losses in an associated company equals to or exceeds its interest in the associated company, the Group does not recognise further losses, unless it has legal or constructive obligations to make, or has made, payments on behalf of the associated company. If the associated company subsequently reports profits, the Group resumes recognising its share of those profits only after its share of the profits equals the share of losses not recognised.

Unrealised gains on transactions between the Group and its associated companies are eliminated to the extent of the Group's interest in the associated companies. Unrealised losses are also eliminated unless the transactions provide evidence of impairment of the assets transferred. The accounting policies of associated companies is changed where necessary to ensure consistency with the accounting policies adopted by the Group.

50

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 March 2021

2. Significant accounting policies (continued)

2.5 Group accounting (continued)

(c) Associated companies (continued)

(iii) Disposals

Investments in associated companies is derecognised when the Group loses significant influence. If the retained equity interest in the former associated company is a financial asset, the retained equity interest is measured at fair value. The difference between the carrying amount of the retained interest at the date when significant influence is lost, and its fair value and any proceeds on partial disposal, is recognised in profit or loss.

Please refer to the paragraph “Investments in subsidiaries and associated companies” for the accounting policy on investments in associated companies in the separate financial statements of the Company .

2.6 Property, plant and equipment

(a) Measurement

(i) Property, plant and equipment

Property, plant and equipment are initially recognised at cost and subsequently carried at cost less accumulated depreciation and accumulated impairment losses.

(c) Subsequent expenditure

Subsequent expenditure relating to property, plant and equipment that has already been recognised is added to the carrying amount of the asset only when it is probable that future economic benefits associated with the item will flow to the entity and the cost of the item can be measured reliably. All other repair and maintenance expenses are recognised in profit or loss when incurred.

(d) Disposal

On disposal of an item of property, plant and equipment, the difference between the disposal proceeds and its carrying amount is recognised in profit or loss within “other gains”.

2.7 Intangible assets

Development of software

Research costs are recognised as an expense when incurred. Costs directly attributable to the development of VI App and CRM system are capitalised as intangible assets only when technical feasibility of the project is demonstrated, the Group has an intention and ability to complete and use the software and the costs can be measured reliably. Such costs include purchases of materials and services and payroll-related costs of employees directly involved in the project and are amortised over their estimated useful lives of 2 years.

2.8 Investments in subsidiaries and associated companies

(ii) Components of costs

The cost of an item of property, plant and equipment initially recognised includes its purchase price and any cost that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

(b) Depreciation

Depreciation of property, plant and equipment is calculated using the straight-line method to allocate their depreciable amounts over their estimated useful lives as follows:

Office premises
Office equipment
Furniture and fittings
Motor vehicles
Useful lives
1 to 3 years
1 to 3 years
3 years
5 years

Investments in subsidiaries and associated companies are carried at cost less accumulated impairment losses in the Company’s statement of financial position. On disposal of such investments, the difference between disposal proceeds and the carrying amounts of the investments are recognised in profit or loss.

2.9 Impairment of non-financial assets

Intangible assets – Development of software Property, plant and equipment Right-of-use assets Investments in subsidiaries and associated companies

Intangible assets, property, plant and equipment, right-of-use assets and investments in subsidiaries and associated companies are tested for impairment whenever there is any objective evidence or indication that these assets may be impaired.

The residual values, estimated useful lives and depreciation method of property, plant and equipment are reviewed, and adjusted as appropriate, at each reporting date. The effects of any revision are recognised in profit or loss when the changes arise.

51

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 March 2021

2. Significant accounting policies (continued)

2.9 Impairment of non-financial assets (continued)

For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-inuse) is determined on an individual asset basis unless the asset does not generate cash inflows that are largely independent of those from other assets. If this is the case, the recoverable amount is determined for the CGU to which the asset belongs.

If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount.

The difference between the carrying amount and recoverable amount is recognised as an impairment loss in profit or loss.

An impairment loss for an asset other than goodwill is reversed only if, there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. The carrying amount of this asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated amortisation or depreciation) had no impairment loss been recognised for the asset in prior years.

A reversal of impairment loss for an asset other than goodwill is recognised in profit or loss, unless the asset is carried at revalued amount, in which case, such reversal is treated as a revaluation increase. However, to the extent that an impairment loss on the same revalued asset was previously recognised as an expense, a reversal of that impairment is also recognised in profit or loss.

2.10 Financial assets

(a) Classification and measurement

The Group classifies its financial assets in the following measurement categories:

  • Amortised cost;

  • Fair value through other comprehensive income (FVOCI); and

  • Fair value through profit or loss (FVPL).

The classification depends on the Group’s business model for managing the financial assets as well as the contractual terms of the cash flows of the financial asset.

The Group reclassifies debt investments when and only when its business model for managing those assets changes.

At initial recognition

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.

At subsequent measurement

(i) Debt instruments

Debt instruments mainly comprise of cash and cash equivalents and trade and other receivables.

There are three subsequent measurement categories, depending on the Group’s business model for managing the asset and the contractual cash flow characteristics of the asset:

  • Amortised cost: Debt instruments that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. A gain or loss on a debt investment that is subsequently measured at amortised cost and is not part of a hedging relationship is recognised in profit or loss when the asset is derecognised or impaired. Interest income from these financial assets is included in other income and presented as interest income, using the effective interest rate method.

  • FVOCI: Debt instruments that are held for collection of contractual cash flows and for sale, and where the assets’ cash flows represent solely payments of principal and interest, are classified as FVOCI. Movements in fair values are recognised in Other Comprehensive Income (OCI) and accumulated in fair value reserve, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses, which are recognised in profit and loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and presented in “other gains and(losses)”. Interest income from these financial assets is recognised using the effective interest rate method and presented in “interest income”.

  • FVPL: Debt instruments that are held for trading as well as those that do not meet the criteria for classification as amortised cost or FVOCI are classified as FVPL. Movement in fair values and interest income that is not part of a hedging relationship is recognised in profit or loss in the period in which it arises and presented in “other gains and(losses)”.

52

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 March 2021

2. Significant accounting policies (continued)

2.10 Financial assets (continued)

(a) Classification and measurement (continued)

At subsequent measurement (continued)

(ii) Equity instruments

The Group subsequently measures all its equity investments at their fair values. Equity instruments are classified as FVPL with movements in their fair values recognised in profit or loss in the period in which the changes arise and presented in “other gains and losses)”, except where the Group has elected to classify the investments as FVOCI.

Movements in fair values of investments classified as FVOCI are presented as “fair value gains and losses” in Other Comprehensive Income. Dividends from equity investments are recognised in profit or loss as “dividend income”.

(b) Expected credit losses

The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at FVPL. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is recognised for credit losses expected over the remaining life of the exposure, irrespective of timing of the default (a lifetime ECL).

For trade receivables, the Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forwardlooking factors specific to the debtors and the economic environment which could affect debtors’ ability to pay.

For debt instruments at FVOCI, the Group applies the low credit risk simplification. At every reporting date, the Group evaluates whether the debt instrument is considered to

have low credit risk using all reasonable and supportable information that is available without undue cost or effort. In making that evaluation, the Company reassesses the internal credit rating of the debt instrument. In addition, the Company considers that there has been a significant increase in credit risk when the contractual payments are more than 30 days past due.

The Group considers a financial asset in default when contractual payments are 60-365 days past due. However, in certain cases, the Group may also consider a financial asset to be default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.

(c) Impairment

The Group assesses on a forward looking basis the expected credit losses associated with its debt financial assets carried at amortised cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

For trade receivables, the Group applies the simplified approach permitted by the FRS 109, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

(d) Recognition and derecognition

Regular way purchases and sales of financial assets are recognised on trade date – the date on which the Group commits to purchase or sell the asset.

Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership.

On disposal of a debt instrument, the difference between the carrying amount and the sale proceeds is recognised in profit or loss. Any amount previously recognised in other comprehensive income relating to that asset is reclassified to profit or loss.

On disposal of an equity investment, the difference between the carrying amount and sales proceed is recognised in profit or loss if there was no election made to recognise fair value changes in other comprehensive income. If there was an election made, any difference between the carrying amount and sales proceed amount would be recognised in other comprehensive income and transferred to retained profits along with the amount previously recognised in other comprehensive income relating to that asset.

53

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 March 2021

2. Significant accounting policies (continued)

2.11 Offsetting of financial instruments

Financial assets and liabilities are offset and the net amount reported in the consolidated statement of financial position when there is a legally enforceable right to offset and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.

2.12 Trade and other payables

Trade and other payables represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. They are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). Otherwise, they are presented as non-current liabilities.

Trade and other payables are initially recognised at fair value, and subsequently carried at amortised cost using the effective interest method.

2.13 Fair value estimation of financial assets and liabilities

The fair values of financial instruments traded in active markets (such as exchange-traded and over-the-counter securities and derivatives) are based on quoted market prices at the reporting date. The quoted market prices used for financial assets are the current bid prices; the appropriate quoted market prices used for financial liabilities are the current asking prices.

The fair values of financial instruments that are not traded in an active market are determined by using valuation techniques. The Group uses a variety of methods and makes assumptions based on market conditions that are existing at each reporting date. Where appropriate, quoted market prices or dealer quotes for similar instruments are used. Valuation techniques, such as discounted cash flow analysis, are also used to determine the fair values of the financial instruments.

2.14 Leases

liabilities adjusted for any lease payments made at or before the commencement date and lease incentive received. Any initial direct costs that would not have been incurred if the lease had not been obtained are added to the carrying amount of the right-of-use assets.

These right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term.

Right-of-use assets (except for those which meets the definition of an investment property) are presented within “Property, plant and equipment”.

Lease liabilities

The initial measurement of lease liability is measured at the present value of the lease payments discounted using the implicit rate in the lease, if the rate can be readily determined. If that rate cannot be readily determined, the Group shall use its incremental borrowing rate.

Lease payments include the following:

  • Fixed payment (including in-substance fixed payments), less any lease incentives receivables;

  • Variable lease payment that are based on an index or rate, initially measured using the index or rate as at the commencement date;

  • Amount expected to be payable under residual value guarantees ;

  • The exercise price of a purchase option if is reasonably certain to exercise the option; and

  • Payment of penalties for terminating the lease, if the lease term reflects the Group exercising that option.

  • (a) When the Group is the lessee:

At the inception of the contract, the Group assesses if the contract contains a lease. A contract contains a lease if the contract convey the right to control the use of an identified asset for a period of time in exchange for consideration. Reassessment is only required when the terms and conditions of the contract are changed.

Right-of-use assets

The Group recognised a right-of-use asset and lease liability at the date which the underlying asset is available for use. Right-of-use assets are measured at cost which comprises the initial measurement of lease

For contract that contain both lease and non-lease components, the Group allocates the consideration to each lease component on the basis of the relative standalone price of the lease and non-lease component. The Group has elected to not separate lease and non lease component for property leases and account these as one single lease component.

Lease liability is measured at amortised cost using the effective interest method. Lease liability shall be remeasured when:

  • There is a change in future lease payments arising from changes in an index or rate;

54

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 March 2021

2. Significant accounting policies (continued)

2.14 Leases (continued)

(a) When the Group is the lessee: (continued)

asset derecognised and the net investment in sublease is recognised in profit or loss. Lease liability relating to the head lease is retains in the balance sheet, which represents the lease payments owed to the head lessor.

Lease liabilities (continued)

  • There is a changes in the Group’s assessment of whether it will exercise an extension option; or

  • There are modification in the scope or the consideration of the lease that was not part of the original term.

Lease liability is remeasured with a corresponding adjustment to the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

Short term and low value leases

The Group has elected to not recognised right-of-use assets and lease liabilities for short-term leases that have lease terms of 12 months or less and leases of low value leases, except for sublease arrangements. Lease payments relating to these leases are expensed to profit or loss on a straight-line basis over the lease term.

Early adoption of amendment to FRS 116 Leases: Covid-19-Related Rent Concessions

The Group has applied the amendment to FRS 116 Leases: Covid-19-Related Rent Concessions. The Group applies the practical expedient allowing it not to assess whether a rent concession related to COVID-19 is a lease modification. The Group applies the practical expedient consistently to contracts with similar characteristics and in similar circumstances. For rent concessions in leases to which the Group chooses not to apply the practical expedient, or that do not qualify for the practical expedient, the Group assesses whether there is a lease modification.

(b) When the Group is the lessor:

The accounting policy applicable to the Group as a lessor in the comparative period were the same under FRS 16 except when the Group is an intermediate lessor.

In classifying a sublease, the Group as an intermediate lessor classifies the sublease as a finance or an operating lease with reference to the right of-use asset arising from the head lease, rather than the underlying asset.

When the sublease is assessed as a finance lease, the Group derecognises the right-of-use asset relating to the head lease that it transfers to the sublessee and recognised the net investment in the sublease within “Trade and other receivables”. Any differences between the right-of-use

When the sublease is assessed as an operating lease, the Group recognise lease income from sublease in profit or loss within “Other income”. The right-of-use asset relating to the head lease is not derecognised.

For contract which contains lease and non-lease components, the Group allocates the consideration based on a relative stand-alone selling price basis.

2.15 Income taxes

Current income tax for current and prior periods is recognised at the amount expected to be paid to or recovered from the tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted at the end of reporting period. Management periodically evaluates positions taken in tax returns with respect to stiuations in which applicable tax regulation is subject to interpretation. It establishes provisions, where appropriate, on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is recognised for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction.

A deferred income tax liability is recognised on temporary differences arising on investments in subsidiaries and associated companies, except where the Group is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

A deferred income tax asset is recognised to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilised.

Deferred income tax is measured:

  • (i) at the tax rates that are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period; and

  • (ii) based on the tax consequence that will follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amounts of its assets and liabilities.

55

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 March 2021

2. Significant accounting policies (continued)

2.15 Income taxes (continued)

Current and deferred income taxes are recognised as income or expense in profit or loss, except to the extent that the tax arises from a business combination or a transaction which is recognised directly in equity. Deferred tax arising from a business combination is adjusted against goodwill on acquisition.

The Group accounts for investment tax credits (for example, productivity and innovative credit) similar to accounting for other tax credits where deferred tax asset is recognised for unused tax credits to the extent that it is probable that future taxable profit will be available against which the unused tax credit can be utilised.

2.16 Provisions

Provisions are measured at the present value of the expenditure expected to be required to settle the obligation using a pre-tax discount rate that reflects the current market assessment of the time value of money and the risks specific to the obligation. The increase in the provision due to the passage of time is recognised in the statement of comprehensive income as finance cost.

Changes in the estimated timing or amount of the expenditure or discount rate are recognised in profit or loss when the changes arise.

2.17 Employee compensation

Employee benefits are recognised as an expense, unless the cost qualifies to be capitalised as an asset.

Defined contribution plans

Defined contribution plans are post-employment benefit plans under which the Group pays fixed contributions into separate entities such as the Central Provident Fund on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid.

Short-term compensated absences

Employee entitlements to annual leave are recognised when they accrue to employees. A provision is made for the estimated liability for annual leave as a result of services rendered by employees up to the reporting date.

Employee share plan

The Group operates an equity-settled, share-based compensation plan. The value of the employee services received in exchange for the grant of options is recognised as an expense with a corresponding increase in the employee share plan reserve over the vesting period. The total amount to be recognised over the vesting period is determined by reference to the fair value of the options granted on grant date. Non-market vesting conditions are

included in the estimation of the number of shares under options that are expected to become exercisable on the vesting date.

At each balance sheet date, the Group revises its estimates of the number of shares under options that are expected to become exercisable on the vesting date and recognises the impact of the revision of the estimates in profit or loss, with a corresponding adjustment to the employee share plan reserve over the remaining vesting period.

When the options are exercised, the proceeds received (net of transaction costs) and the related balance previously recognised in the employee share plan reserve are credited to the share capital account, when new ordinary shares are issued, or to the “treasury shares” account, when treasury shares are re-issued to the employees.

2.18 Currency translation

(a) Functional and presentation currency

Items included in the financial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The financial statements are presented in Singapore Dollars, which is the functional currency of the Company.

(b) Transactions and balances

Transactions in a currency other than the functional currency (“foreign currency”) are translated into the functional currency using the exchange rates at the dates of the transactions. Currency exchange differences resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the closing rates at the reporting date are recognised in profit or loss.

(c) Translation of Group entities’ financial statements

The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

  • (i) assets and liabilities are translated at the closing exchange rates at the reporting date;

  • (ii) income and expenses are translated at average exchange rates (unless the average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated using the exchange rates at the dates of the transactions); and

56

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 March 2021

2. Significant accounting policies (continued)

3. Critical accounting estimates, assumptions and judgements

2.18 Currency translation (continued)

(c) Translation of Group entities’ financial statements (continued)

  • (iii) all resulting currency translation differences are recognised in other comprehensive income and accumulated in the currency translation reserve. These currency translation differences are reclassified to profit or loss on disposal or partial disposal of the entity giving rise to such reserve.

Goodwill and fair value adjustments arising on the acquisition of foreign operations are treated as assets and liabilities of the foreign operations and translated at the closing rates at the reporting date.

2.19 Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the executive committee whose members are responsible for allocating resources and assessing performance of the operating segments.

2.20 Cash and cash equivalents

For the purpose of presentation in the consolidated statement of cash flows, cash and cash equivalents include cash on hand, deposits with financial institutions which are subject to an insignificant risk of change in value. For cash subjected to restriction, assessment is made on the economic substance of the restriction and whether they meet the definition of cash and cash equivalents.

2.21 Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary shares are deducted against the share capital account.

2.22 Redeemable participating shares

Redeemable participating shares are redeemable at the option of the unit holders and providing the investors with the right to require redemption for cash at the value proportionate to the investor’s share in the fund’s net assets. Profit/(losses) attributable to the holders of redeemable participating shares were recorded as part of the liabilities of redeemable participating shares.

Estimates, assumptions and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Critical judgements in applying the entity’s accounting policies

  • a. Determination of lease term of contracts with extension options

As at 31 March 2021, the Group’s lease liabilities, which are measured with reference to an estimate of the lease term, amounted to S$871,714, of which none arose from extension options. Extension option is included in the lease term if the lease is reasonably certain to be extended. In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise the extension option.

For leases of office premises, the following factors are considered to be most relevant:

  • If any leasehold improvements are expected to have a significant remaining value, the Group typically includes the extension option in lease liabilities;

  • Otherwise, the Group considers other factors including its costs required to obtain replacement assets, and business disruptions.

As at 31 March 2021, the Group did not include the extension option in the lease term for leases of office premises as it is not certain that the extension options will be exercised.

  • b. Leases – estimating the incremental borrowing rate

The Group cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowing rate to measure lease liabilities. The incremental borrowing rate is the rate of interest that the Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The incremental borrowing rate therefore reflects what the Group ‘would have to pay’, which requires estimation when no observable rates are available or when they need to be adjusted to reflect the terms and conditions of the lease. The Group estimates the incremental borrowing rate using observable inputs (such as market interest rates) when available and is required to make certain entity-specific estimates.

57

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 March 2021

3. Critical accounting estimates, assumptions and judgements (continued)

c. Fair value of financial instruments

The majority of the Group’s financial instruments reported at fair value are based on quoted and observable market prices or valuation techniques that are based on independently sourced or verified market parameters.

The fair value of financial instruments without an observable market price in an active market may be determined using valuation techniques. The choice of valuation techniques and assumptions that are based on market conditions requires significant judgement for investment in unquoted equities.

Please refer to Note 24(e) for further details on fair valuation and fair value hierarchy of the Group’s financial instruments measured at fair value.

d. Income taxes

The Group has exposure to income taxes in numerous jurisdictions. Significant judgement is involved in determining the Group’s provision for income taxes. The Group recognises liabilities for expected tax issues based on reasonable estimates of whether additional taxes will be due. Where uncertainty exists around the Group’s tax position including resolution of any related appeals or litigation processes, appropriate provisions are provided based on technical merits of the positions with the same tax authority. Note 21 provides details of the Group’s deferred tax assets/liabilities. In general, determination of the value of assets/liabilities relating to carry forward tax losses requires judgement.

4. Revenue and investment gains/(losses)

Revenue
Type of good or service
- Financial education program sales
- Subscription income
- Commission income
- Rendering of services
- Dividend income
- Others
Total revenue
Timing of transfer of good or service
At a point in time
Over time
Investment gains/(losses) from
public markets
Fair value gain/(loss) on investment
securities
Gain on sale of investment securities
Dividend income
Investment gains from private
markets
Net gain on disposal of subsidiaries
Net gain on disposal of an associated
company
Total investment gains/(losses)
Group
2021
2020
S$
S$ 20,385,945
10,087,758
5,212,642
1,464,798
277,138
128,088
84,957
149,952
1,453
1,235
2,880
33,074
25,965,015
11,864,905
20,745,148
10,909,106
5,219,867
955,799
25,965,015
11,864,905
1,548,546
(3,334,810)
4,591,388
162,778
425,347
648,137
6,565,281
(2,523,895)
-
51,977

-
5,320
6,565,281
(2,466,598)

e. Development of software

The Group estimates the useful lives to amortise the development of software based on the future performance of the assets acquired and management’s judgement of the period over which economic benefits will be derived from the assets. The estimated useful lives of the development of software are reviewed periodically, taking into consideration factors such as changes in technology. The amount and timing of recorded expenses for any period would be affected by changes in the estimates. A reduction in the estimated useful lives of the development of software would increase the recorded expenses and decrease the non-current assets.

The cost of development of software is amortised on a straight-line basis over the asset’s useful lives. The management estimates the useful lives of these intangible assets to be 2 years .

58

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 March 2021

5. Other gains and other income

Other gains
Gain on foreign exchange - net
Gain on disposal of property, plant
and equipment
Other income
Interest income
Government grants
Rental income
Others
Group
2021
2020
S$
S$ 105,776
73,980
1,710
-
107,486
73,980
70,631
207,524
1,031,053
75,299
58,125
154,783
48,191
65,545
1,208,000
503,151

Included within Government grants are COVID-19 related rent concessions received from lessors of S$65,191 to which the Group applied the practical expedient as disclosed in Note 2.1.

6. Expenses by nature

6. Expensesby nature
Audit fees paid to:
- Auditors of the Company
- Other auditors
Non-audit fees paid to:
- Auditors of the Company
- Other auditors
Depreciation of property, plant and
equipment (Note 13)
Employee compensation (Note 7)
Rental expense on operating leases
Travelling expense
Professional fees
Commission
Marketing expenses
Credit card charges
Trainer fees
Event expenses
Food catering expense
Book and printing expenses
Other program costs
Investment related expense
Corporate expenses
Training costs
AGM and listing expenses
Office expenses
Amortisation of development of
software (Note 15)
Information technology cost
Property, plant and equipment
written off
Bad debt written off
Credit loss allowance (Note 24(b))
- Trade receivables
- Other receivables
Donation
Witholding tax expense
Other expenses
Total cost of sales and services,
administrative expenses,
marketing and other operating
expenses
Group
2021
2020
S$
S$ 97,169
111,067
41,864
36,981
18,190
14,558
-
-
1,659,719
1,737,126
9,390,901
5,181,746
22,077
87,757
347,551
420,762
461,245
279,333
137,949
210,956
5,258,604
2,715,998
1,120,270
543,391
1,038,894
206,435
12,253
172,179
27,784
204,782
207,153
274,025
75,730
158,152
236,368
189,140
-
174,822
83,427
63,140
157,782
117,556
174,665
206,458
313,134
158,481
808,139
472,637
36,789
-
198,749
2,265
(32,887)
62,635
169,150
50,148
47,264
112
195,707
148,198
365,110
418,953
22,670,750
14,419,793

59

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 March 2021

7. Employee compensation

Wages and salaries
Employer’s contribution to defined
contribution plans
Other short-term benefits
Employee share plan
Group
2021
2020
S$
S$ 7,440,398
4,354,538
739,855
531,612
544,808
295,596
665,840
-
9,390,901
5,181,746

==> picture [243 x 40] intentionally omitted <==

8. Income taxes

  • (a) Income tax expense
Tax expense attributable to profit is
made up of:
- Profit/loss for the financial year:
Current income tax
- Singapore
- Foreign
Deferred income tax (Note 21)
- Under/(over) provision in prior
financial years:
Current income tax
Deferred income tax (Note 21)
Group
2021
2020
S$
S$ 2,148
-
1,044,058
233,019
1,046,206
233,019
(37,772)
(86,058)
1,008,434
146,961
28,743
(5,358)
-
9,587
1,037,177
151,190

The tax on the Group’s profit/(loss) before income tax differs from the theoretical amount that would arise using the Singapore standard rate of income tax as follows:

Group Group
2021 2020
S$ S$
Profit/(loss) before income tax 10,079,089 (3,835,738)
Share of loss of an associated
company, net of tax - 63,836
Profit/(loss) before income tax and
share of loss of an associated
company 10,079,089 (3,771,902)
Tax calculated at tax rate of 17%
(2020: 17%) 1,713,445 (641,223)
Effects of:
- different tax rates in other
countries 682,383 157,370
- income not subject to tax (860,153) -
- expenses not deductible for tax 116,738 376,918
purposes
- deferred tax assets not recognised - 186,124
- utilisation of previously
unrecognised tax losses (643,979) -
- others - 67,772
- Under provision of tax in prior
financial years 28,743 4,229
Tax charge 1,037,177 151,190

60

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 March 2021

8. Income taxes (continued)

(b) Movement in current income tax (liabilities)/assets:

Beginning of financial year
Income tax paid
Tax expense
(Under)/over provision in prior
financial years
End of financial year
Current income tax asset
Current income tax liabilities
Group
2021
2020
S$
S$ 129,122
106,940
480,791
249,843
(1,046,206)
(233,019)
(28,743)
5,358
(465,036)
129,122
Group
2021
2020
S$
S$ -
129,122
(465,036)
-
(465,036)
129,122

9. Earnings per share

Net profit/(loss) attributable to
equity holders of the Company (S$)
Weighted average number of
ordinary shares outstanding for
basic earnings per share
Basic earnings per share (S$ cent per
share)
2021
2020

7,946,616
(3,679,184)
360,221,027 361,898,001

2.21
(1.02)
Beginning of financial year
Under provision in prior financial
years
End of financial year
Company
2021
2020
S$
S$ -
3,959
-
(3,959)
-
-

61

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 March 2021

10. Cash and cash equivalents

11. Financial assets, at FVPL

Cash at bank and on hand
Short-term bank deposits
Cash at bank and on hand
Group
2021
2020
S$
S$ 22,798,937
15,432,385
4,020,713
3,010,000
26,819,650
18,442,385
Company
2021
2020
S$
S$ 1,364,463
8,100,084
Fair value through profit or loss:
Listed securities
- Equity securities - Australia
- Equity securities - India
- Equity securities - China
- Equity securities - Hong Kong
- Equity securities - America
- Equity securities - Malaysia
- Equity securities - Singapore
- Equity securities - Canada
- Equity securities - Taiwan
- Equity securities - Japan
Fair value through profit or loss:
Listed securities
- Equity securities - America
- Equity securities - Canada
- Equity securities - Japan
- Equity securities - Hong Kong
Group
2021
2020
S$
S$ 1,681,473
528,468
1,881,376
1,012,069
3,901,156
1,408,367
3,145,684
4,457,406
12,656,028
214,609
248,480
187,696
1,265,965
604,344
88,051
-
-
5,395,630
-
549,892
24,868,213
14,358,481
Company
2021
2020
S$
S$ 9,405,973
-
88,051
-
-
26,751
-
5,290
9,494,024
32,041

62

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 March 2021

12. Trade and other receivables

Current
Trade receivables
- Non-related parties (a)
Other receivables
- Non-related parties (b)
- Others
Deposits
Prepayments
Credit loss allowance (Note 24(b))
Non-current
Other receivables (c)
Credit loss allowance (Note 24(b))
Current
Other receivables
- Non-related parties (b)
- Subsidiaries (d)
- Others
Prepayments
Credit loss allowance (Note 24(b))
Non-current
Other receivables (c)
Credit loss allowance (Note 24(b))
Group
2021
2020
S$
S$ 387,505
455,836
281,187
618,237
399,575
708,564
657,054
736,981
589,002
202,199
(161,062)
(193,949)
2,153,261
2,527,868
521,050
1,242,921
(169,150)
-
351,900
1,242,921
Company
2021
2020
S$
S$ 56,412
618,237
1,215,532
4,274,318
4,140
24,150
51,665
45,526
(1,158,220)
(56,412)
169,529
4,905,819
521,050
1,242,921
(169,150)
-
351,900
1,242,921
  • (a) Trade receivables are non-interest bearing and are generally on 30 to 60 days’ (2020: 30 to 60 days’) terms. There is no other class of financial assets that is past due and/or impaired except for trade receivables.

Receivables that were past due but not impaired

The Group has trade receivables amounting to S$4,334 as at 31 March 2021 and S$25,816 as at 1 April 2020 that are past due but not impaired. These receivables are unsecured and the analysis of their aging at the end of the reporting period is as follows:

Group
2021 2020
S$ S$
Trade receivables past due but
not impaired:
Lesser than 30 days 4,049 12,977
31-60 days 285 12,839
4,334 25,816

Receivable that were past due and impaired

There were no receivable that were past due and impaired.

Expected credit losses

The movement in allowance for expected credit losses of trade receivables computed based on lifetime ECL are as follows:

Group
2021 2020
S$ S$
Movement in allowance
accounts:
At 1 April 137,537 74,902
(Write back)/charge for the year (32,887) 62,635
At 31 March 104,650 137,537
  • (b) Included in the current other receivable in prior year is a loan made to a non-related developer amounting to S$561,825. The loan is secured by guarantee, bears interest at 6% per annum. The loan has been partially repaid and reclassed to non-current other receivables in current year.

  • (c) Non-current other receivables fair value approximates carrying amount. Included in the non-current other receivables are loans to third parties of S$351,900 (2020: S$1,242,921). The loans bear interest at 4.5% to 6% per annum.

  • (d) Transactions with subsidiaries were made on normal commercial terms and conditions.

63

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 March 2021

13. Property, plant and equipment

Group
2021
Cost
Beginning of financial year
Currency translation differences
Additions
Disposal
Written off
End of financial year
Accumulated depreciation
Beginning of financial year
Currency translation differences
Depreciation charge (Note 6)
Disposal
Written off
End of financial year
Net book value
End of financial year
2020
Cost
Beginning of financial year
Adoption of FRS 116
Currency translation differences
Disposal of subsidiaries
Additions
End of financial year
Accumulated depreciation
Beginning of financial year
Adoption of FRS 116
Currency translation differences
Disposal of subsidiaries
Depreciation charge (Note 6)
End of financial year
Net book value
End of financial year
Office
premises
S$ 2,576,778
(7,424)
969,403
-
(2,189,602)
Office
equipment
S$ Furniture and
fittings
S$ 592,597
1,320,682
(3,514)
(2,280)
438,731
148,703
(4,527)
(1,471)
(12,152)
(215,585)
Motor
vehicles
S$ Total
S$ 103,783
4,593,840
(2,257)
(15,475)
-
1,556,837
-
(5,998)
-
(2,417,339)
1,349,155 1,011,135
1,250,049
101,526
3,711,865
1,387,447
(4,399)
1,263,914
-
(2,165,814)
492,008
1,028,176
(4,916)
(774)
153,403
227,034
(1,509)
(204)
(11,198)
(203,538)
88,216
2,995,847
(2,058)
(12,147)
15,368
1,659,719
-
(1,713)
-
(2,380,550)
481,148 627,788
1,050,694
101,526
2,261,156
868,007 383,347
199,355
-
1,450,709
-
2,497,157
563,158
1,282,626
-
-
104,128
1,949,912
-
2,497,157
2,497,157
8,693
-
70,928
563,158
1,282,626
(1,829)
484
(64,397)
(65,393)
95,665
102,965
104,128
4,447,069
(345)
7,003
-
(129,790)
-
269,558
2,576,778 592,597
1,320,682
103,783
4,593,840
-
-
454,278
802,026
-
-
67,683
1,323,987
-
-
-
6,256
-
1,381,191
454,278
802,026
(1,239)
(1,274)
(38,663)
(30,230)
77,632
257,654
67,683
1,323,987
(116)
3,627
-
(68,893)
20,649
1,737,126
1,387,447 492,008
1,028,176
88,216
2,995,847
1,189,331 100,589
292,506
15,567
1,597,993

Right-of-use of assets acquired under leasing arrangements are presented together with the owned assets of the same class. Details of such leased assets are disclosed in Note 18(a).

64

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 March 2021

14. Investments in subsidiaries

Equity investments
Cost
Beginning of financial year
Increase in investment
End of financial year
Provision for impairment
Beginning of financial year
(Write back)/charge for the year
End of financial year
Net carrying value
End of financial year
Company
2021
2020
S$
S$ 32,975,149
32,774,496
1,928,193
200,653
34,903,342
32,975,149
17,296,387
14,648,699
(4,744,171)
2,647,688
12,552,216
17,296,387
22,351,126
15,678,762

During the year, the Company wrote back net provision for impairment in the investment in subsidiaries of S$4,744,171 representing the increase in the carrying value of the subsidiaries due to the recovery of the recoverable amount of the subsidiaries.

In prior year, the Company had provided an impairment loss of S$2,647,688 representing the write-down of the carrying value of the subsidiaries to the recoverable amount as the investment no longer represented by the Company’s interest in net assets of the investees.

The Group has the following subsidiaries as at 31 March 2021 and 2020:

Name
Held by the Company:
8 Investment Pte. Ltd.
Hidden Champions Capital
Management Pte. Ltd.
8IH Global Limited
8VI Holdings Limited (formerly
known as 8VIC Holdings Limited)
8Bit Global Pte. Ltd.
8 Business Pte. Ltd.
Held through 8VI Holdings Limited
8VI Global Pte. Ltd.
Held through 8VI Global Pte. Ltd
8VI Malaysia Sdn. Bhd. (formerly
known as 8VIC Malaysia Sdn.
Bhd.)
8VI Taiwan Co., Ltd (formerly
known as 8VIC Taiwan Co., Ltd)
8VIC (Thailand) Company Limited
8VI China Pte. Ltd.
8VIC (Australia) Pty Ltd
Principal activities
Country of
business/
incorporation
Proportion
of ordinary
shares
directly held
by parent
2021
2020
%
%
Business management consultancy Singapore
100
100
Registered fund management
company
Singapore
100
100
Investment trading
Mauritius
100
100
Investment holding and
management consultancy services
Singapore
79.5
79.9
Computer programming and data
processing and hosting
Singapore
42.0
42.0
Business management consultancy Singapore
100
100
Seminar and programs organiser
Singapore
-
-
Seminar and programs organiser
Malaysia
-
-
Seminar and programs organiser
Taiwan
-
-
Dormant
Thailand
-
-
Business management consultancy Singapore
-
-
Struck off
Australia
-
-
Proportion
of ordinary
shares held
by the Group
Proportion
of ordinary
shares held
by non-
controlling
interests
2021
2020
2021
2020
%
%
%
%
100
100
-
-
100
100
-
-
100
100
-
-
79.5
79.9
20.5
20.1
82.6
82.8
17.4
17.2
100
100
-
-
79.5
79.9
20.5
20.1
79.5
79.9
20.5
20.1
55.7
55.9
44.3
44.1
72.1
72.3
28.0
27.7
51.7
52.0
48.3
48.0
-
79.9
-
20.1

65

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 March 2021

14. Investments in subsidiaries (continued)

The Group has the following subsidiaries as at 31 March 2021 and 2020: (continued)

Name
Principal activities
Country of
business/
incorporation
Proportion
of ordinary
shares
directly held
by parent
2021
2020
%
%
8VIC Singapore Pte. Ltd.
Dormant
Singapore
-
-
Value Investing College Pte. Ltd.
Dormant
Singapore
-
-
Held through 8VI Malaysia Sdn. Bhd.
8VIC JooY Media Sdn. Bhd.
Agency and media
Malaysia
-
-
Held through 8VI China Pte. Ltd.
8VI China (Shanghai) Co. Ltd
信益安(上海)实业有限公司
Business and management
consultancy services
People’s
Republic of
China
-
-
Held through 8VI China (Shanghai) Co. Ltd.
Shanghai Ba Tou Culture Media
Co. Ltd
上海巴投文化传媒有限公司工
Seminar and programs organiser
People’s
Republic of
China
-
-
Held through 8 Investment Pte. Ltd.
Vue at Red Hill Pte. Ltd.
Dormant
Singapore
-
-
Held through 8IH Global Limited
Hidden Champions Fund
Investment trading
Mauritius
-
-
Proportion
of ordinary
shares held
by the Group
Proportion
of ordinary
shares held
by non-
controlling
interests
2021
2020
2021
2020
%
%
%
%
79.5
79.9
20.5
20.1
79.5
79.9
20.5
20.1
79.5
55.9
20.5
44.1
51.7
52.0
48.3
48.0
51.7
-
48.3
-
100
100
-
-
100
100
-
-

Significant restrictions

Summarised statement of financial position

Cash and short-term deposits of S$297,811 (2020: S$130,608) are held in the People’s Republic of China and are subject to local exchange control regulations. These local exchange control regulations provide for restrictions on exporting capital from the country, other than through normal dividends.

2021 2020
S$ S$
Carrying value of non-controlling
interests
8VI Holdings Limited and its
subsidiaries 2,285,293 1,058,535

Summarised financial information of subsidiaries with material non-controlling interests

Set out below are the summarised financial information for each subsidiary that has non-controlling interests that are material to the Group. These are presented before inter-company eliminations.

Current
Assets
Liabilities
Total current net assets
Non-current
Assets
Liabilities
Total non-current net assets
Net assets
Non-controlling interests
8VI Holdings
Limited
and its
subsidiaries
31 March
2021
S$
24,413,161
(14,357,950)
8VI Holdings
Limited
and its
subsidiaries
31 March
2020
S$ 9,691,674
(6,757,125)
10,055,211 2,934,549
2,544,350
(311,414)
2,284,393
(71,574)
2,232,936 2,212,819
12,288,147 5,147,368
876,848 243,255

66

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 March 2021

14. Investments in subsidiaries (continued)

Summarised statement of comprehensive income

Revenue
Profit before tax
Income tax expense
Profit for the year
Total comprehensive income/(loss)
allocated to non-controlling
interests
8VI Holdings
Limited
and its
subsidiaries
For year
ended
31 March
2021
S$
25,960,661
7,532,774
(1,037,169)
8VI Holdings
Limited
and its
subsidiaries
For year
ended 31
March
2020
S$ 10,859,351
868,751
(89,330)
6,495,605 779,421
645,735 (256,760)

Summarised statement of cash flows

15. Development of software

Cost
Beginning of financial year
Additions
End of financial year
Accumulated amortisation
Beginning of financial year
Amortisation charge
End of financial year
Net book value
Group
2021
2020
S$
S$ 649,965
244,183
673,096
405,782
1,323,061
649,965
219,526
61,045
313,134
158,481
532,660
219,526
790,401
430,439

Amortisation expense included in the statement of comprehensive income is analysed as follows:

Group
2021 2020
S$ S$
Administrative expenses 313,134 158,481
Cash flows from operating activities
Cash provided by operations
Interest income received
Dividend received
Income tax paid
Net cash provided by operating
activities
Net cash (used in)/provided by
investing activities
Net cash used in financing activities
Net increase in cash and cash
equivalents
Cash and cash equivalents at
beginning of year
Effect of currency translation on cash
and cash equivalents
Cash and cash equivalents at end of
year
8VI Holdings
Limited and
its
subsidiaries
31 March
2021
S$
17,285,587
37,504
9,581
(579,129)
8VI Holdings
Limited and
its
subsidiaries
31 March
2020
S$ 4,101,416
12,704
6,511
(191,061)
16,753,543 3,929,570
(4,227,311) 274,307
(1,253,096) (1,474,008)
11,273,136
7,433,590
(77,497)
2,729,869
4,702,031
1,690
18,629,229 7,433,590

67

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 March 2021

16. Financial assets, at FVOCI

Financial assets, at FVOCI comprise of equity securities which are not held for trading, and for which the Group has made an irrevocable election at initial recognition to recognise changes in fair value through OCI rather than profit or loss as these are strategic investments and the Group considered this to be more relevant.

Group
2021 2020
S$ S$
Beginning of financial year 1,266,261 1,698,880
Additions 8,126 -
Disposal - (115,049)
Fair value gains/(losses) recognised in
other comprehensive income
(Note 23(i)) 795 (317,570)
End of financial year 1,275,182 1,266,261
Beginning of financial year
Additions
Fair value losses recognised in other
comprehensive income (Note 23)
End of financial year
Company
2021
2020
S$
S$ 1,077,479
1,033,529
214,620
43,950
(24,338)
-
1,267,761
1,077,479

17. Trade and other payables

Current
Trade payables – non-related parties
Accruals for operating expenses
GST payable
Other payables
Total trade and other payables
Group
2021
2020
S$
S$ 732,735
297,310
2,694,221
915,422
83,973
130,684
341,767
424,567
3,852,696
1,767,983
Current
Trade payables – non-related parties
Accruals for operating expenses
Amount due to a subsidiary
Other payables
Total trade and other payables
Company
2021
2020
S$
S$ 41,660
7,019
184,931
57,121
16,800
-
73,066
73,315
316,457
137,455

Trade payables are non-interest bearing and are normally settled on 30-day (2020: 30 day) terms.

Financial assets at FVOCI are analysed as follows:

Listed securities
Unlisted securities
Total
Group
2021
2020
S$
S$ 222,041
174,903
1,053,141
1,091,358
1,275,182
1,266,261
Listed securities
Unlisted securities
Total
Company
2021
2020
S$
S$ 214,620
-
1,053,141
1,077,479
1,267,761
1,077,479

The Group has elected to measure these equity securities at FVOCI due to the Group’s intention to hold these equity instruments for long term appreciation.

68

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 March 2021

18. Leases

The Group as a lessee

The Group as a lessee
Current
Non-current
Total
Group
2021
2020
S$
S$ 798,089
1,146,938
73,625
67,574
871,714
1,214,512

Nature of the Group’s leasing activities

The Group leases office premises for the purpose of running financial education programmes and back office operations.

  • (a) Carrying amounts

ROU assets classified within Property, plant and equipment

31 March 1 April
2021 2020
S$ S$
Office premises 868,007 1,189,331
  • (i) Reconciliation of lease liabilities arising from financing activities
Group Group
2021 2020
S$ S$
Beginning of financial year 1,214,512 36,423
Principal and interest payments (1,253,096) (1,474,008)
Non-cash changes
- Adoption of FRS 116 - 2,497,157
- Addition during the year 969,403 70,928
- Rent concessions (65,191) -
- Interest expense 33,693 81,574
- Written off (23,788) -
- Foreign exchange movement (3,819) 2,438
End of financial year 871,714 1,214,512

The Group as an intermediate lessor

Nature of the Group’s leasing activities

Subleases – classified as operating leases

  • (b) Depreciation charged during the year
Office premises
(c)
Interest expense
Interest expense on lease
liabilities
2021
2020
S$
S$ 1,263,914
1,381,191
33,693
80,429
  • (d) Lease expense not capitalised in lease liabilities

Lease expense – low-value leases 22,077 87,757

  • (e) Total income for subleasing ROU assets in the financial year 2021 was S$58,125 (2020:S$154,783).

The Group acts as an intermediate lessor under arrangement in which it subleases out office premises to a third party for monthly lease payments. The sublease periods do not form a major part of the remaining lease terms under the head leases and accordingly, the sub-leases are classified as operating leases.

Income from subleasing the office premises recognised during the financial year 2021 was S$58,125 (2020: S$154,783). The Group is no longer lessor as at balance sheet date.

Maturity analysis of lease payments

The table below discloses the undiscounted lease payments to be received by the Group for its leases and sub-leases after the reporting date as follows:

2021
S$
Less than one year
Group
2020
S$ -
58,125
  • (f) Total cash outflow for all the leases in the financial year 2021 was S$1,253,096 (2020:S$1,474,008).

  • (g) Addition of ROU assets during the financial year 2021 was S$969,403 (2020:S$70,928).

  • (h) There are no future cash outflow which are not capitalised in lease liabilities.

69

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 March 2021

19. Unearned revenue

Current
Advances from customer
Deferred grant income
Non-current
Advances from customer
Deferred grant income
Group
2021
2020
S$
S$ 9,521,393
3,696,702
-
273,050
9,521,393
3,969,752
233,789
-
9,755,182
3,969,752
Company
2021
2020
S$
S$ -
24,150

Advances from customer represent revenue received from customers but not yet recognised to the profit or loss as service has yet to be rendered as at reporting date.

20. Redeemable participating shares

As at beginning of year
Proceeds received from fund’s non-
controlling unit holders
Payment to fund’s non-controlling
unit holders
Share of profit/(loss) attributable to
the unit holders of redeemable
participating shares
Currency translation differences
As at end of year
Group
2021
2020
S$
S$ 3,927,686
5,582,278
1,755,829
-
(1,117,410)
(1,180,311)
1,062,173
(719,846)
(268,789)
245,565
5,359,489
3,927,686

Hidden Champions Fund is an investment fund with redeemable participating shares. These shares relate to amounts payable to non-controlling unit holders of the redeemable participating shares in Hidden Champions Fund. The unit holders are entitled to redeem their shares in cash at the option of the holders at the value proportionate to the investors share in the fund’s net assets at the redemption price.

70

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 March 2021

21. Deferred income tax assets/(liabilities)

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current income tax assets against current income tax liabilities and when the deferred income taxes relate to the same fiscal authority. The amounts, determined after appropriate offsetting, are shown on the consolidated statement of financial position as follows:

The movement in deferred income tax assets/(liabilities) (prior to offsetting of balances within the same tax jurisdiction) is as follows:

Group

Deferred income tax liabilities

Deferred income tax assets
- To be settled within one year
Deferred income tax liabilities
- To be settled within one year
Group
2021
2020
S$
S$ 296,355
264,331
(4,000)
(4,000)

Movement in deferred income tax account is as follows:

Beginning of financial year
Currency translation differences
Tax credited to
- profit or loss (Note 8(a))
End of financial year
Group
2021
2020
S$
S$ 260,331
174,865
(5,748)
8,995
37,772
76,471
292,355
260,331

Deferred income tax assets are recognised for tax losses and capital allowances carried forward to the extent that realisation of the related tax benefits through future taxable profits is probable.

The Group has unrecognised tax losses of S$5,651,888 (2020: S$9,440,000) at the reporting date which can be carried forward and used to offset against future taxable income subject to meeting certain statutory requirements by those companies with unrecognised tax losses and capital allowances in their respective countries of incorporation.

2021
Beginning and end of
financial year
2020
Beginning and end of
financial year
Deferred income tax assets
2021
Beginning of financial year
Currency translation
differences
Credited/(charged) to
profit or loss
End of financial year
2020
Beginning of financial year
Currency translation
differences
Credited/(charged) to
profit or loss
End of financial year
Accelerated
tax
depreciation
S$ (4,000)
Fair value
gains-net
Total
S$ S$ -
(4,000)
(4,000) -
(4,000)

Accelerated
tax
depreciation
S$
2,373
(52)
-
Unearned
Revenue
Total
S$ S$ 261,958
264,331
(5,696)
(5,748)
37,772
37,772
2,321 294,034
296,355

5,528
278
(3,433)
173,337
178,865
8,717
8,995
79,904
76,471
2,373 261,958
264,331

71

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 March 2021

22. Share capital

Group and Company
2021
Beginning of financial year
Shares buy-back
End of financial year
2020
Beginning of financial year
Shares buy-back
End of financial year
Number of
shares
361,759,095
(2,766,650)
Amount
S$ 34,455,641
(483,387)
358,992,445 33,972,254
362,388,157
(629,062)
34,491,447
(35,806)
361,759,095 34,455,641

All issued ordinary shares are fully paid. There is no par value for these ordinary shares. Fully paid ordinary shares carry one vote per share and carry a right to dividends as and when declared by the Company.

The Company acquired 2,766,650 (2020: 629,062) shares in the Company in the open market during the financial year. The total amount paid to acquire the shares was S$483,387 (2020: S$35,806).

23. Other reserves

Composition:
Fair value reserve
Currency translation reserve
Capital reserve
Employee share plan reserve
Movements:
(i) Fair value reserve
Beginning of financial year
Financial assets through other
comprehensive income
- Fair value gains/(losses)
from financial assets at
FVOCI (Note 16)
End of financial year
(ii) Currency translation reserve
Beginning of financial year
Net currency translation
differences of financial
statements of foreign
subsidiaries and associated
companies
End of financial year
(iii) Capital reserve
Beginning of financial year
Disposal of subsidiaries
Movement in equity attributable
to non-controlling interest
End of financial year
(iv) Employee share plan reserve
Beginning of financial year
Value of employee services (Note
7)
Performance rights exercised
End of financial year
Composition:
Fair value reserve
Capital reserve
Group
2021
2020
S$
S$ (11,394,993) (11,395,788)
(666,982)
(47,644)
(2,339,023)
(2,310,515)
278,750
-
(14,122,248) (13,753,947)
(11,395,788) (11,078,218)
795
(317,570)
(11,394,993) (11,395,788)
(47,644)
(405,377)
(619,338)
357,733
(666,982)
(47,644)
(2,310,515)
(2,309,547)
-
(420,392)
(28,508)
419,424
(2,339,023)
(2,310,515)
-
-

613,958
-
(335,208)
-
278,750
-
Company
2021
2020
S$
S$ (448,409)
(424,071)
(1,638,846)
(1,638,846)
(2,087,255)
(2,062,917)

72

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 March 2021

23. Other reserves (continued)

Movements:
Fair value reserve
Beginning of financial year
Financial assets through other
comprehensive income
- Fair value losses from
financial assets at FVOCI
(Note 16)
End of financial year
Company
2021
2020
S$
S$ (424,071)
(424,071)
(24,338)
-
(448,409)
(424,071)

Employee share plan

Performance rights and share options of a subsidiary, 8VI Holdings Limited (“8VI”), were granted to key management personnel pursuant to 8VI’s Employee Securities Incentive Plan (“Share Plan”) approved by members of 8VI at its annual general meeting on 23 July 2020. The Share Plan provides a means to attract, motivate and retain key directors and employees and provide them with the opportunity to participate in the future growth of 8VI.

Under the Share Plan, the 8VI’s board of directors may from time to time determine that a director of the companies of the Group, subject to its members’ approval, or an employee may participate in the Share Plan to apply for securities on such terms and conditions as the 8VI’s board of directors decides.

The persons to whom the rights and options have been issued have no right to participate by virtue of the options in any share issue of any other companies of the Group. The Group has no legal or constructive obligation to repurchase or settle the securities in cash.

During the financial year, pursuant to 8VI members’ approval at its annual general meeting on 23 July 2020, 8VI granted its directors options to subscribe for 2,000,000 ordinary shares of 8VI at exercise price of AUD 0.45 per share (“Options”) and performance rights to be converted into 2,600,000 ordinary shares of 8VI upon meeting the vesting conditions (“Performance Rights”).

The Options are exercisable from 21 August 2020 and expire on 30 June 2025. The vesting condition for the Options is that the holder being a director of 8VI when the Options are exercised. The total fair value of the Options granted was estimated to be AUD 955,600 using the Hoadleys Employee Stock Option Model.

The Performance Rights will not have consideration on satisfaction of the vesting conditions. The vesting conditions for the Performance Rights are:

  • The holder being a director of 8VI as at the relevant vesting determination dates specified in the table below; and

  • The relevant volume weighted average price (VWAP) of 8VI’s shares traded on ASX over any 20-day period exceeds the prices specified in the table below.

Class A Performance Rights
Class B Performance Rights
Class C Performance Rights
Class D Performance Rights
Class E Performance Rights
Class F Performance Rights
Performance Rights granted
Vesting conditions
Number
Effective
grant date
Fair value per
right at
effective grant
date (AUD)
Earliest vesting
determination
date
VWAP Share
Price condition
(AUD)
400,000
23.07.2020
0.4675
21.08.2020
0.45
400,000
23.07.2020
0.3813
21.08.2020
0.60
400,000
23.07.2020
0.4037
01.04.2021
0.70
400,000
23.07.2020
0.2016
01.04.2021
2.00
500,000
23.07.2020
0.2570
01.04.2022
2.30
500,000
23.07.2020
0.1389
01.04.2022
5.00
Expiry date

30.04.2021
30.04.2021
30.04.2022
30.04.2022
30.04.2023
30.04.2023

The total fair value of the Performance Rights granted was estimated to be AUD 779,590 using the Hoadleys Hybrid ESO Model (a Monte Carlo simulation model).

73

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 March 2021

23. Other reserves (continued)

Employee share plan (continued)

Movements in the number of unissued ordinary shares of 8VI under the Share Plan and their exercise prices are as follows:

8VI Holdings Limited
2021
Class A Performance Rights
Class B Performance Rights
Class C Performance Rights
Class D Performance Rights
Class E Performance Rights
Class F Performance Rights
Options
No. of unissued ordinary shares of 8VI under
Beginning of
financial year
Granted
during
financial year
Exercised
during
financial year
-
400,000
(400,000)
-
400,000
(400,000)
-
400,000
-
-
400,000
-
-
500,000
-
-
500,000
-
-
2,000,000
-
No. of unissued ordinary shares of 8VI under No. of unissued ordinary shares of 8VI under No. of unissued ordinary shares of 8VI under Share Plan
End of
financial year
-
-
400,000
400,000
500,000
500,000
2,000,000
Exercise price
-
-
-
-
-
-
AUD 0.45
Exercise period

Granted
during
financial year
400,000
400,000
400,000
400,000
500,000
500,000
2,000,000

Exercised
during
financial year
(400,000)
(400,000)
-
-
-
-
-

21.08.2020 to
30.04.2021
21.08.2020 to
30.04.2021
1.04.2021 to
30.04.2022
1.04.2021 to
30.04.2022
1.04.2022 to
30.04.2023
1.04.2022 to
30.04.2023
21.08.2020 to
30.06.2025
- 4,600,000 (800,000) 3,800,000

There were no unissued ordinary shares of 8VI under Share Plan in financial year 2020.

During the financial year, the vesting conditions of the Class A Performance Rights and Class B Performance Rights were satisfied and both classes of Performance Rights were exercised. 800,000 ordinary shares of 8VI were issued to the holders of Class A Performance Rights and Class B Performance Rights.

74

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 March 2021

24. Financial risk management

Financial risk factors

The Group’s activities expose it to market risk (including currency risk, interest rate risk and price risk), credit risk and liquidity risk. The Group’s overall risk management strategy seeks to minimise any adverse effects from the unpredictability of financial markets on the group’s financial performance.

The Board of Directors reviews and agrees policies and procedures for the management of these risks, which are executed by the Chief Financial Officer. The audit committee provides independent oversight to the effectiveness of the risk management process.

(a) Market risk

  • (i) Currency risk

The Group operates in Asia with dominant operations in Singapore, Malaysia and China. Entities in the Group regularly transact in currencies other than their respective functional currencies (“foreign currencies”).

Currency risk arises within entities in the Group when transactions are denominated in foreign currencies primarily Singapore Dollar (“SGD”), Malaysian Ringgit (“MYR”), Australian Dollar (“AUD”), United States Dollar (“USD”), Chinese Renminbi (“RMB”), Hong Kong Dollar (“HKD”), Japanese Yen (“JPY”), New Taiwan Dollar (“NTD”), Indian Rupee (“INR”) and Canadian Dollar (“CAN”).

In addition, the Group is exposed to currency translation risk on the net assets in foreign operations. Currency exposure to the net assets of the Group’s foreign operations in Malaysia and China are managed primarily through transactions denominated in the relevant foreign currencies.

The Group’s currency exposure based on the information provided to key management is as follows:

MYR
AUD
USD
RMB
HKD
JPY
NTD
INR
CAN
S$ S$ S$ S$ S$ S$ S$ S$ S$ At 31 March 2021
Financial assets
Cash and cash equivalents,
financial assets, at FVPL
and financial assets, at
FVOCI
6,883,660 1,951,779 19,625,872 4,198,967
3,145,684
-
310,161
1,881,376
88,051
Trade and other
receivables
454,391
-
35,870
40,828
-
-
706,292
-
-
7,338,051 1,951,779 19,661,742 4,239,795
3,145,684
-
1,016,453
1,881,376
88,051
Financial liabilities
Trade and other payables
(869,163)
(10,919)
(55,157)
(4,799)
-
-
-
-
-
Lease liabilities
(97,946)
-
-
-
-
-
(199,161)
-
-
Redeemable participating
shares
-
-(5,359,489)
-
-
-
-
-
-
(967,109)
(10,919) (5,414,646)
(4,799)
-
-
(199,161)
-
-
Net financial assets
6,370,942 1,940,860 14,247,096 4,234,996
3,145,684
-
817,292
1,881,376
88,051
Currency exposure of
financial assets net of
those denominated in
the respective entities’
functional currencies
61,012 1,940,860 13,748,995 3,896,993
3,145,684
-
-
1,881,376
88,051
MYR
AUD
USD
RMB
HKD
JPY
NTD
INR
CAN
S$ S$ S$ S$ S$ S$ S$ S$ S$ At 31 March 2021
Financial assets
Cash and cash equivalents,
financial assets, at FVPL
and financial assets, at
FVOCI
6,883,660 1,951,779 19,625,872 4,198,967
3,145,684
-
310,161
1,881,376
88,051
Trade and other
receivables
454,391
-
35,870
40,828
-
-
706,292
-
-
7,338,051 1,951,779 19,661,742 4,239,795
3,145,684
-
1,016,453
1,881,376
88,051
Financial liabilities
Trade and other payables
(869,163)
(10,919)
(55,157)
(4,799)
-
-
-
-
-
Lease liabilities
(97,946)
-
-
-
-
-
(199,161)
-
-
Redeemable participating
shares
-
-(5,359,489)
-
-
-
-
-
-
(967,109)
(10,919) (5,414,646)
(4,799)
-
-
(199,161)
-
-
Net financial assets
6,370,942 1,940,860 14,247,096 4,234,996
3,145,684
-
817,292
1,881,376
88,051
Currency exposure of
financial assets net of
those denominated in
the respective entities’
functional currencies
61,012 1,940,860 13,748,995 3,896,993
3,145,684
-
-
1,881,376
88,051
MYR
AUD
USD
RMB
HKD
JPY
NTD
INR
CAN
S$ S$ S$ S$ S$ S$ S$ S$ S$ At 31 March 2021
Financial assets
Cash and cash equivalents,
financial assets, at FVPL
and financial assets, at
FVOCI
6,883,660 1,951,779 19,625,872 4,198,967
3,145,684
-
310,161
1,881,376
88,051
Trade and other
receivables
454,391
-
35,870
40,828
-
-
706,292
-
-
7,338,051 1,951,779 19,661,742 4,239,795
3,145,684
-
1,016,453
1,881,376
88,051
Financial liabilities
Trade and other payables
(869,163)
(10,919)
(55,157)
(4,799)
-
-
-
-
-
Lease liabilities
(97,946)
-
-
-
-
-
(199,161)
-
-
Redeemable participating
shares
-
-(5,359,489)
-
-
-
-
-
-
(967,109)
(10,919) (5,414,646)
(4,799)
-
-
(199,161)
-
-
Net financial assets
6,370,942 1,940,860 14,247,096 4,234,996
3,145,684
-
817,292
1,881,376
88,051
Currency exposure of
financial assets net of
those denominated in
the respective entities’
functional currencies
61,012 1,940,860 13,748,995 3,896,993
3,145,684
-
-
1,881,376
88,051
7,338,051 1,951,779 19,661,742 4,239,795
3,145,684
-
1,016,453
1,881,376
88,051
(869,163)
(10,919)
(55,157)
(4,799)
-
-
-
-
-
(97,946)
-
-
-
-
-
(199,161)
-
-
-
-(5,359,489)
-
-
-
-
-
-
(967,109)
(10,919) (5,414,646)
(4,799)
-
-
(199,161)
-
-
6,370,942 1,940,860 14,247,096 4,234,996
3,145,684
-
817,292
1,881,376
88,051
61,012 1,940,860 13,748,995 3,896,993
3,145,684
-
-
1,881,376
88,051

75

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 March 2021

24. Financial risk management (continued)

(a) Market risk (continued)

  • (i) Currency risk (continued)
MYR
AUD
USD
RMB
HKD
JPY
S$ S$ S$ S$ S$ S$ At 31 March 2020
Financial assets
Cash and cash equivalents,
financial assets, at FVPL
and financial assets, at
FVOCI
1,332,540
794,410 5,767,737 1,665,727
4,457,406
549,892
Trade and other
receivables
170,435
-
17,186
66,164
-
-
1,502,975
794,410 5,784,923 1,731,891
4,457,406
549,892
Financial liabilities
Trade and other payables
(245,076)
(12,177)
(97,908)
(15,700)
-
-
Lease liabilities
(222,140)
-
-
-
-
-
Redeemable participating
shares
-
-(3,927,686)
-
-
-
(467,216)
(12,177) (4,025,594)
(15,700)
-
-
Net financial assets
1,035,759
782,233 1,759,329 1,716,191
4,457,406
549,892
Currency exposure of
financial assets net of
those denominated in
the respective entities’
functional currencies
- 5,304,063
292,401 1,231,687
2,000,761 2,000,761
MYR
AUD
USD
RMB
HKD
JPY
S$ S$ S$ S$ S$ S$ At 31 March 2020
Financial assets
Cash and cash equivalents,
financial assets, at FVPL
and financial assets, at
FVOCI
1,332,540
794,410 5,767,737 1,665,727
4,457,406
549,892
Trade and other
receivables
170,435
-
17,186
66,164
-
-
1,502,975
794,410 5,784,923 1,731,891
4,457,406
549,892
Financial liabilities
Trade and other payables
(245,076)
(12,177)
(97,908)
(15,700)
-
-
Lease liabilities
(222,140)
-
-
-
-
-
Redeemable participating
shares
-
-(3,927,686)
-
-
-
(467,216)
(12,177) (4,025,594)
(15,700)
-
-
Net financial assets
1,035,759
782,233 1,759,329 1,716,191
4,457,406
549,892
Currency exposure of
financial assets net of
those denominated in
the respective entities’
functional currencies
- 5,304,063
292,401 1,231,687
2,000,761 2,000,761
NTD
INR
S$ S$ 5,474,437
1,012,069
335,268
-
1,502,975
794,410 5,784,923 1,731,891
4,457,406
549,892
5,809,705
1,012,069
(245,076)
(12,177)
(97,908)
(15,700)
-
-
(222,140)
-
-
-
-
-
-
-(3,927,686)
-
-
-
-
-
(107,918)
-
-
-
(467,216)
(12,177) (4,025,594)
(15,700)
-
-
(107,918)
-
1,035,759
782,233 1,759,329 1,716,191
4,457,406
549,892
5,701,787
1,012,069
- 5,304,063
292,401 1,231,687
2,000,761 2,000,761
6,626,372
3,004,605

The Company’s currency exposure based on the information provided to key management is as follows:

At 31 March 2021
Financial Assets
Cash and cash equivalents, financial assets, at FVPL and financial assets, at
FVOCI
Financial Liabilities
Trade and other payables
Net financial assets
Currency exposure of financial assets net of those denominated in the
respective entities’ functional currencies
AUD
USD
CAN
S$ S$ S$ 256,945
10,280,132
88,051
(6,230)
-
-
250,715
10,280,132
88,051
250,715
10,280,132
-

76

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 March 2021

24. Financial risk management (continued)

(a) Market risk (continued)

(i) Currency risk (continued)

The Company’s currency exposure based on the information provided to key management is as follows (continued):

At 31 March 2020
Financial Assets
Cash and cash equivalents, financial assets, at FVPL and financial assets, at
FVOCI
Financial Liabilities
Trade and other payables
Net financial assets
Currency exposure of financial assets net of those denominated in the
respective entities’ functional currencies
AUD
USD
CAN
S$ S$ S$ 9,055
2,855,617
-
(5,654)
(5,654)
-
3,401
2,849,963
-
3,401
2,849,963
-

If the MYR, AUD, USD, RMB, HKD, JPY, NTD, INR and CAN change against the SGD by 2% (2020: 2%), 17% (2020: 8%), 5% (2020: 5%), 2% (2020: 3%), 6% (2020: 6%), 7% (2020: 7%), 1% (2020: 7%), 3% (2020: 1%) and 6% (2020: Nil) respectively with all other variables including tax rate being held constant, the effects arising from the net financial asset that are exposed to currency risk will be as follows:

Group
MYR against SGD
- Strengthened
- Weakened
AUD against SGD
- Strengthened
- Weakened
USD against SGD
- Strengthened
- Weakened
RMB against SGD
- Strengthened
- Weakened
HKD against SGD
- Strengthened
- Weakened
JPY against SGD
- Strengthened
- Weakened
Increase/(Decrease)
2021
2020
Profit
after tax
Other
comprehensive
loss
Loss
after tax
Other
comprehensive
income
S$
S$
S$ S$ 1,220
-
-
-
(1,220)
-
-
-
293,461
36,485
47,996
26,285
(293,461)
(36,485)
(47,996)
(26,285)
687,450
-
161,592
-
(687,450)
-
(161,592)
-
77,940
-
42,125
-
(77,940)
-
(42,125)
-
188,741
-
267,444
-
(188,741)
-
(267,444)
-
-
-
38,492
-
-
-
(38,492)
-

77

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 March 2021

24. Financial risk management (continued)

(a) Market risk (continued)

  • (i) Currency risk (continued)


NTD against SGD
- Strengthened
- Weakened
INR against SGD
- Strengthened
- Weakened
CAN against SGD
- Strengthened
- Weakened
Company
AUD against SGD
- Strengthened
- Weakened
USD against SGD
- Strengthened
- Weakened
CAN against SGD
- Strengthened
- Weakened

Increase/(Decreased)
2021
2020
Profit
after tax
Other
comprehensive
loss
Loss
after tax
Other
comprehensive
income
S$
S$
S$ S$ -
-
377,694
-
-
-
(377,694)
-
56,441
-
10,121
-
(56,441)
-
(10,121)
-
5,283
-
-
-
(5,283)
-
-
-
Increase/(Decreased)
2021
2020
Profit
after tax
Other
comprehensive
loss
Loss
after tax
Other
comprehensive
income
S$
S$
S$ S$ -
-
377,694
-
-
-
(377,694)
-
56,441
-
10,121
-
(56,441)
-
(10,121)
-
5,283
-
-
-
(5,283)
-
-
-
Increase/(Decreased)
2021
2020
Profit
after tax
Other
comprehensive
loss
Loss
after tax
Other
comprehensive
income
S$
S$
S$ S$ -
-
377,694
-
-
-
(377,694)
-
56,441
-
10,121
-
(56,441)
-
(10,121)
-
5,283
-
-
-
(5,283)
-
-
-
Increase/(Decreased)
2021
2020
Profit
after tax
Other
comprehensive
loss
Loss
after tax
Other
comprehensive
income
S$
S$
S$ S$ -
-
377,694
-
-
-
(377,694)
-
56,441
-
10,121
-
(56,441)
-
(10,121)
-
5,283
-
-
-
(5,283)
-
-
-
6,136
-
(6,136)
-
514,007
-
(514,007)
-
5,283
-
(5,283)
-
309
(309)
142,781
(142,781)
-
-
-
-
-
-
-
-

78

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 March 2021

24. Financial risk management (continued)

(a) Market risk (continued)

  • (ii) Price risk

The Group is exposed to equity securities price risk arising from the investments held by the Group which are classified on the consolidated statement of financial position at fair value through profit or loss. These securities are listed in Australia, Japan, India, Taiwan, China, Hong Kong, America, Malaysia and Singapore. To manage its price risk arising from investments in equity securities, the Group diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Group.

If prices for equity securities listed in Australia, Japan, India, Taiwan, China, Hong Kong, America, Canada, Malaysia and Singapore had changed by 49% (2020: 17%), 49% (2020: 17%), 49% (2020: 17%), 49% (2020: 17%), 49% (2020: 17%), 49% (2020: 17%), 68% (2020: 17%), 68% (2020: 17%), 49% (2020: 17%) and 49% (2020: 17%) respectively with all other variables including tax rate being held constant, the effects on profit after tax and other comprehensive income would have been:

Group
Listed in Australia
- increased by
- decreased by
Listed in Japan
- increased by
- decreased by
Listed in India
- increased by
- decreased by
Listed in Taiwan
- increased by
- decreased by
Listed in China
- increased by
- decreased by
Listed in Hong Kong
- increased by
- decreased by
Listed in America
- increased by
- decreased by
Listed in Canada
- increased by
- decreased by
Increase/(Decrease)
2021
2020
Profit
after tax
Other
comprehensive
loss
Loss
after tax
Other
comprehensive
income
S$
S$
S$ S$ 409,585
105,164
89,840
30,827
(409,585)
(105,164)
(89,840)
(30,827)
-
-
93,482
-
-
-
(93,482)
-
921,874
-
172,052
-
(921,874)
-
(172,052)
-
-
-
917,257
-
-
-
(917,257)
-
934,458
-
239,422
-
(934,458)
-
(239,422)
-
765,804
-
757,759
-
(765,804)
-
(757,759)
-
8,606,099
-
36,483
-
(8,606,099)
-
(36,483)
-
59,875
-
-
-
(59,875)
-
-
-

79

For the financial year ended 31 March 2021

NOTES TO THE FINANCIAL STATEMENTS

24. Financial risk management (continued)

(a) Market risk (continued)

(ii) Price risk (continued)

Group
Listed in the Malaysia
- increased by
- decreased by
Listed in the Singapore
- increased by
- decreased by
Company
Listed in Japan
- increased by
- decreased by
Listed in Hong Kong
- increased by
- decreased by
Listed in America
- increased by
- decreased by
Listed in Canada
- increased by
- decreased by
Increase/(Decrease)
2021
2020
Profit
after tax
Other
comprehensive
loss
Loss
after tax
Other
comprehensive
income
S$
S$
S$ S$ 106,493
3,636
31,908
-
(106,493)
(3,636)
(31,908)
-
325,032
-
102,739
-
(325,032)
-
(102,739)
-
Increase/(Decrease)
2021
2020
Profit
after tax
Other
comprehensive
loss
Loss
after tax
Other
comprehensive
income
S$
S$
S$ S$ 106,493
3,636
31,908
-
(106,493)
(3,636)
(31,908)
-
325,032
-
102,739
-
(325,032)
-
(102,739)
-
Increase/(Decrease)
2021
2020
Profit
after tax
Other
comprehensive
loss
Loss
after tax
Other
comprehensive
income
S$
S$
S$ S$ 106,493
3,636
31,908
-
(106,493)
(3,636)
(31,908)
-
325,032
-
102,739
-
(325,032)
-
(102,739)
-
Increase/(Decrease)
2021
2020
Profit
after tax
Other
comprehensive
loss
Loss
after tax
Other
comprehensive
income
S$
S$
S$ S$ 106,493
3,636
31,908
-
(106,493)
(3,636)
(31,908)
-
325,032
-
102,739
-
(325,032)
-
(102,739)
-
-
-
-
-
-
-
-
-
6,396,062
-
(6,396,062)
-
59,875
-
(59,875)
-
4,548
(4,548)
899
(899)
-
-
-
-
-
-
-
-
-
-
-
-
  • (b) Credit risk

Credit exposure to an individual counterparty is restricted by credit limits that are approved by the Board of Directors based on ongoing credit evaluations. The counterparty’s payment pattern and credit exposure are continuously monitored at the entity level by the respective management and at the Group level by the Executive Management.

Financial assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the Group. The Group categorises a loan or receivable for write off when a debtor fails to make contractual payments greater than a year past due based on historical collection trend. Where loans or receivables have been written off, the company continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognised in profit or loss.

The Group applies the simplified approach to providing for expected credit losses prescribed by FRS 109, which permits the use of the lifetime credit loss provision for all trade receivables.

To measure the expected credit losses, trade receivables, have been grouped based on shared credit risk characteristics and days past due. In calculating the expected credit loss rates, the Group considers historical loss rates for each category of customers, and adjusts for forward-looking macroeconomic data.

The Group and Company uses four categories of internal credit risk rating for its financial assets at amortised costs. These four categories reflect the respective credit risk and how the loan loss provision is determined for each of those categories.

80

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 March 2021

24. Financial risk management (continued)

(b) Credit risk (continued)

A summary of assumptions underpinning the Group’s expected credit loss model is as follow:

Group and Company’s
category of internal
credit rating
Group and Company’s definition
of category
Basis for recognition of
expected credit loss provision
Performing Customers have a low risk of default and a strong capacity to meet
contractual cash flows.
12-month expected credit
losses
Underperforming Loans for which there is a significant increase in credit risk. As
significant increase in credit risk is presumed if interest and/or
principal repayments are 30 dayspast due.
Lifetime expected credit
losses
Non-performing Interest and/or principal repayments are 60-365 days past due. Lifetime expected credit
losses
Write-off Interest and/or principal repayments are 365 days past due and
there is no reasonable expectation of recovery.
Asset is written off

Movements in credit loss allowance for financial assets are set out as follows:

Group
2021
Balance at 1 April 2020
Changes in credit loss recognised in profit or loss:
- Increase/(decrease) due to credit risk
Balance at 31 March 2021
2020
Balance at 1 April 2019
Changes in credit loss recognised in profit or loss:
- Increase due to credit risk
Balance at 31 March 2020
Trade
receivables
Other financial
assets at
amortised costs
Stage 1
Total
S$
S$
S$
137,537
56,412
193,949
(32,887)
169,150
136,263
104,650
225,562
330,212
74,902
6,264
81,166
62,635
50,148
112,783
137,537
56,412
193,949
Company
2021
Balance at 1 April 2020
Changes in credit loss recognised in profit or loss:
- Increase due to credit risk
Balance at 31 March 2021
2020
Balance at 1 April 2019
Changes in credit loss recognised in profit or loss:
- Increase due to credit risk
Balance at 31 March 2020
Other financial
assets at
amortised costs
Stage 1
S$
56,412
1,270,958
1,327,370
6,264
50,148
56,412

81

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 March 2021

24. Financial risk management (continued)

(b) Credit risk (continued)

The Group’s credit risk exposure in relation to trade receivables, under FRS 109 as at 31 March 2021 are set out in the provision matrix as follows:

==> picture [481 x 78] intentionally omitted <==

----- Start of picture text -----

||||||||
|---|---|---|---|---|---|---|
|Past due|
|Current|Within 30|30 to 60|61-90|More than|Total|
|Group|days|days|days|90 days|
|Expected loss rate|0%|0%|5%|10%|100%|
|Gross carrying amount (S$)|278,522|4,049|300|-|104,634|387,505|
|Credit loss allowance (S$)|-|-|(16)|-|(104,634)|(104,650)|

----- End of picture text -----

The Group’s credit risk exposure in relation to trade receivables, under FRS 109 as at 31 March 2020 are set out in the provision matrix as follows:

==> picture [481 x 78] intentionally omitted <==

----- Start of picture text -----

||||||||
|---|---|---|---|---|---|---|
|Past due|
|Current|Within 30|30 to 60|61-90|More than|Total|
|Group|days|days|days|90 days|
|Expected loss rate|0%|0%|5%|10%|100%|
|Gross carrying amount (S$)|255,975|26,222|12,977|26,488|134,174|455,836|
|Credit loss allowance (S$)|-|-|(714)|(2,649)|(134,174)|(137,537)|

----- End of picture text -----

Trade receivables

The impairment of financial assets was assessed based on the incurred loss impairment model. Individual receivables which were known to be uncollectible were written off by reducing the carrying amount directly. The other receivables were assessed collectively, to determine whether there was objective evidence that an impairment had been incurred but not yet identified.

The Group considered that there was evidence if any of the following indicators were present:

  • Significant financial difficulties of the debtor;

  • Probability that the debtor will enter bankruptcy or financial reorganisation; and

  • Default or delinquency in payments (more than 90 days overdue).

Financial assets that are neither past due nor impaired

Financial assets that are neither past due nor impaired are mainly deposits with banks with high credit-ratings assigned by international credit-rating agencies. Receivables that are neither past due nor impaired are substantially companies with a good collection track record with the Group and Company.

82

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 March 2021

24. Financial risk management (continued)

(c) Liquidity risk

Prudent liquidity risk management includes maintaining sufficient cash and cash equivalents and the ability to close out market positions at a short notice. At the reporting date, assets held by the Group and the Company for managing liquidity risk included cash and short term deposits as disclosed in Note 10.

The table below analyses non-derivative financial liabilities of the Group and the Company into relevant maturity groupings based on the remaining period from the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying amounts as the impact of discounting is not significant.

Group
At 31 March 2021
Trade and other payables
Lease liabilities
Redeemable participating shares
At 31 March 2020
Trade and other payables
Lease liabilities
Redeemable participating shares
Company
At 31 March 2021
Trade and other payables
At 31 March 2020
Trade and other payables
Less than
1 year
Between
1 and
5 years
S$ S$ 3,852,696
-
816,163
67,686
5,359,489
-
Less than
1 year
Between
1 and
5 years
S$ S$ 3,852,696
-
816,163
67,686
5,359,489
-
1,767,983
1,176,581
3,927,686
-
68,630
-
316,457 -
137,455 -

(d) Capital risk

Management controls the capital of the Group in order to maintain a good debt to equity ratio, provide the shareholders with adequate returns and to ensure that the Group can fund its operations and continue as a going concern.

The Group’s debt and capital includes ordinary share capital and financial liabilities, supported by financial assets.

There are no externally imposed capital requirements.

Management effectively manages the Group’s capital by assessing the Group’s financial risks and adjusting its capital structure in response to changes in these risks and in the market. These responses include the management of debt levels, distributions to shareholders and share issues.

  • (e) Fair value measurements

The table below presents assets and liabilities measured and carried at fair value and classified by level of the following fair value measurement hierarchy:

  • (i) quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);

  • (ii) inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices) (Level 2); and

  • (iii) inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3).

83

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 March 2021

24. Financial risk management (continued)

(e) Fair value measurements (continued)

Group
2021
Assets
Financial assets, at FVPL
Financial assets, at FVOCI
Total assets
2020
Assets
Financial assets, at FVPL
Financial assets, at FVOCI
Total assets
Company
2021
Assets
Financial assets, at FVPL
Financial assets, at FVOCI
Total assets
2020
Assets
Financial assets, at FVPL
Financial assets, at FVOCI
Total assets
Level 1
S$ 24,868,213
222,041
Level 2
S$ -
-
Level 3
Total
S$ S$ -
24,868,213
1,053,141
1,275,182
25,090,254 - 1,053,141
26,143,395
14,358,481
174,903
-
-
-
14,358,481
1,091,358
1,266,261
14,533,384 - 1,091,358
15,624,742
9,494,024
214,620
-
-

-
9,494,024
1,053,141
1,267,761
9,708,644 - 1,053,141
10,761,785
32,041
-
-
-
-
32,041
1,077,479
1,077,479
32,041 - 1,077,479
1,109,520

There were no transfers between levels 1 and 2 during the year.

The fair value of financial instruments traded in active markets (such as fair value through profit and loss and financial assets through other comprehensive income) is based on quoted market prices at the reporting date. The quoted market price used for financial assets held by the Group is the current bid price. These instruments are included in Level 1.

The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at each balance sheet date. Where a valuation technique for these instruments is based on significant unobservable inputs, such instruments are classified as Level 3. Level 3 instruments include unquoted equity securities which are measured based on recent transacted prices and net asset value of the investments.

The carrying amount less impairment provision of trade receivables and payables are assumed to approximate their fair values.

(f) Financial instruments by category

Financial assets, at FVPL
Financial assets, at FVOCI
Financial assets at amortised cost
Financial liabilities at amortised cost
Group
Company
2021
2020
2021
2020
S$
S$ S$
S$ 24,868,213
14,358,481
9,494,024
32,041
1,275,182
1,266,261
1,267,761
1,077,479
28,735,809
22,010,975
1,834,22714,203,299
(10,083,899)
(6,910,181)
(316,457)
(137,455)

84

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 March 2021

25. Related party transactions

In addition to the information disclosed elsewhere in the financial statements, the following transactions took place between the Group and related parties at terms agreed between the parties.

Directors and key management personnel compensation

Directors and key management personnel compensation is as follows:

Wages, salaries and fees
Employer’s contribution to defined
contribution plans, including
Central Provident Fund
Employee share plan
Group
2021
2020
S$
S$ 1,564,177
1,003,833
77,482
73,440
460,469
-
2,102,128
1,077,273

26. Segment information

The Group is organised into geographic business units based on management reporting structure and organisational set-up, in line with the main business divisions driving the growth of the Group. Geographically, management manages and monitors the business in two primary geographic areas namely Singapore and Malaysia, where the Company and certain subsidiaries operate. Based on the management reporting structure, management reviews the business segments’ performance and to make strategic decisions.

The segments under the reporting model are as follows:

  • Financial Education : involved in providing financial education in the discipline of value investing and supporting a community of value investors from 29 cities globally under the “VI” brand.

  • Financial Investment: involved in investment in listed equities in the Asia-Pacific through a focused strategy of investing in value-adding, nimble and scalable business to achieve long-term investment returns. It also involved in strategic investment in private businesses.

  • All other segments : included fintech business and subsidiaries that provided financial education and training in China, Taiwan and Thailand.

Management monitors the operating results of its business units separately for making decisions about resource allocation and performance assessment. Segment performance is evaluated based on operating profit or loss which in certain respects, as explained in the table below, is measured differently from operating profit or loss in the consolidated financial statements.

85

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 March 2021

26. Segment information (continued)

The segment information provided to the key management for the reportable segments are as follows:

2021
Revenue and investment gains
Total segment revenue and investment gains
Inter-segment revenue and investment gains
Revenue and investment gains to external parties
Profit/(loss) after tax
Depreciation
Amortisation
Segment assets
Segment assets includes additions to:
- property, plant and equipment
- Development of software
Segment liabilities
Singapore
Financial
Education
Financial
Investment
S$ S$ 12,779,314
6,536,142
(2,122,412)
(180,000)
Singapore
Financial
Education
Financial
Investment
S$ S$ 12,779,314
6,536,142
(2,122,412)
(180,000)
Malaysia
Financial
Education
Financial
Investment
S$ S$ 10,699,785
-
(393,915)
-
Malaysia
Financial
Education
Financial
Investment
S$ S$ 10,699,785
-
(393,915)
-
All other
segments
S$ 5,211,382
-
Corporate
TOTAL
S$ S$ 679,653
35,906,276
(679,653)
(3,375,980)
10,656,902 6,356,142 10,305,870 - 5,211,382 -
32,530,296
3,972,866 4,266,795 1,561,815 - 1,974,178 (2,733,742)
9,041,912
(1,173,897)
-
12,669,879
-
-
18,471,694
(292,520)
-
7,454,423
-
-
-
(164,873)
(28,429)
(1,659,719)
(313,134)
-
(313,134)
6,757,323
12,652,352
58,005,671
457,322
-
(5,663,857)
-
-
(5,542,563)
63,208
-
(4,029,543)
-
53,753
13,151
587,434
-
673,096
-
673,096
-
(4,507,167)
(564,987)
(20,308,117)

86

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 March 2021

26. Segment information (continued)

2020
Revenue and investment gains
Total segment revenue and investment gains
Inter-segment revenue and investment gains
Revenue and investment gains to external parties
Profit/(loss) after tax
Depreciation
Amortisation
Share of loss of an associated company
Net gain on disposal of subsidiaries
Net gain from sale of an associated company
Segment assets
Segment assets includes additions to:
- property, plant and equipment
- Development of software
Segment liabilities
Singapore
Financial
Education
Financial
Investment
S$ S$ 7,199,356
(2,523,894)
(314,704)
-
Singapore
Financial
Education
Financial
Investment
S$ S$ 7,199,356
(2,523,894)
(314,704)
-
Malaysia
Financial
Education
Financial
Investment
S$ S$ 3,311,366
5,320
(48,897)
-
Malaysia
Financial
Education
Financial
Investment
S$ S$ 3,311,366
5,320
(48,897)
-
All other
segments
S$ 1,769,760
-
Corporate
TOTAL
S$ S$ 1,060,476
10,822,384
(1,060,476)
(1,424,077)
6,884,652 (2,523,894) 3,262,469 5,320 1,769,760 -
9,398,307
1,059,598 (2,858,194) 196,893 (24,332) (867,399) (1,493,494)
(3,986,928)
(1,210,355)
-
-
-
-
7,354,225
-
-
-
-
-
16,923,184
(286,248)
-
-
-
-
1,864,120
-
-
(29,652)
-
5,320
-
(219,442)
(21,081)
(1,737,126)
(158,481)
-
(158,481)
-
-
(29,652)
51,977
-
51,977
-
-
5,320
2,946,811
11,171,461
40,259,801
25,797
-
(3,341,104)
-
-
(4,096,384)
138,742
-
(1,353,464)
-
84,625
20,394
269,558
-
405,782
-
405,782
-
(1,430,457)
(662,524)
(10,883,933)

87

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 March 2021

26. Segment information (continued)

The management assesses the performance of the operating segments based on profit after tax.

  • (a) Revenue from major products and services

Revenues from external customers are derived mainly from financial education and training providers, investment gains from public and private markets and digital & marketing. Breakdown of the revenue and investment gains is as follows:

Revenue and investment gains
Financial Education
Financial Investment
Others
2021
2020
S$
S$ 20,962,772
10,147,121
6,356,142
(2,518,574)
5,211,382
1,769,760
32,530,296
9,398,307

(b) Geographical information

The Group’s business segments operate in two main geographical areas:

  • Singapore - the Company is headquartered and has operations in Singapore. The operations in this area are principally the financial education and training providers, and investment in public and private markets;

  • Malaysia - the operations in this area are principally the financial education and training providers, and private markets investee;

Revenue and investment gains
Singapore
Malaysia
Others
Non-current assets
Singapore
Malaysia
Others
2021
2020
S$
S$
21,217,826
5,314,180
10,305,870
3,267,789
1,006,600
816,338
32,530,296
9,398,307
3,409,430
4,131,045
473,116
546,861
282,001
124,039
4,164,547
4,801,945

27. New or revised accounting standards and interpretations

Below are the mandatory standards, amendments and interpretations to existing standards that have been published, and are relevant for the Group’s accounting periods beginning on or after 1 April 2021 and which the Group has not early adopted.

Amendments to FRS 1 Presentation of Financial Statements : Classification of Liabilities as Current or Non-current (effective for annual periods beginning on or after 1 January 2023)

The narrow-scope amendments to FRS 1 Presentation of Financial Statements clarify that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period. Classification is unaffected by the expectations of the entity or events after the reporting date (e.g. the receipt of a waver or a breach of covenant). The amendments also clarify what FRS 1 means when it refers to the ‘settlement’ of a liability. The amendments could affect the classification of liabilities, particularly for entities that previously considered management’s intentions to determine classification and for some liabilities that can be converted into equity. The Group does not expect any significant impact arising from applying these amendments.

Amendments to FRS 16 Property, Plant and Equipment : Proceeds before Intended Use (effective for annual periods beginning on or after 1 January 2022)

The amendment to FRS 16 Property, Plant and Equipment (PP&E) prohibits an entity from deducting from the cost of an item of PP&E any proceeds received from selling items produced while the entity is preparing the asset for its intended use. It also clarifies that an entity is ‘testing whether the asset is functioning properly’ when it assesses the technical and physical performance of the asset. The financial performance of the asset is not relevant to this assessment.

Entities must disclose separately the amounts of proceeds and costs relating to items produced that are not an output of the entity’s ordinary activities. The Group does not expect any significant impact arising from applying these amendments.

28. Authorisation of financial statements

These financial statements were authorised for issue in accordance with a resolution of the Board of Directors of 8I Holdings Limited on 29 May 2021.

88

ADDITIONAL INFORMATION

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Shareholders Information as at 16 June 2020

8I Holdings Limited – Ordinary Shares

The Company has ordinary shares on issue. These are listed on the Australian Securities Exchange under ASX code: 8IH. Details of trading activity are published daily by electronic information vendors. All ordinary shares carry one vote per share without restriction.

Analysis of Shareholders and CDI Holders*

Number of Number of % of issued
Category (size of holding) holders shares capital
1 – 1,000 28 11,158 0.00%
1,001 – 5,000 92 347,562 0.10%
5,001 – 10,000 61 549,005 0.15%
10,001 – 100,000 453 20,639,873 5.75%
100,001 – and over 248 337,444,847 94.00%
882 358,992,445 100.00%

The number of investors holding less than a marketable parcel of 1,667 8IH shares (based on a share price of A$0.30) was 33. They hold 17,036 8IH shares in total.

Twenty Largest Shareholders and CDI Holders*

Number of % of issued
Registered Holder Shares capital
1. Chee Kuan Tat, Ken 86,885,009 24.20%
2. Clive Tan Che Koon 65,140,000 18.15%
3. BNP Paribas Noms Pty Ltd 43,468,714 12.11%
4. Citicorp Nominees Pty Limited 29,292,444 8.16%
5. HSBC Custody Nominees (Australia) Limited 23,692,731 6.60%
6. Pauline Teo Puay Lin 8,859,103 2.47%
7. Clarence Wee Kim Leng 2,063,400 0.57%
8. Hue Kuan Yew 2,053,914 0.57%
9. Lim Wei Lin 2,000,000 0.56%
10. Hor Chook Lam 1,546,000 0.43%
11. Alex Chia Che Keng 1,398,140 0.39%
12. Neo Choon Seng 1,172,992 0.33%
13. Fance Chua Meon Keng 1,118,000 0.31%
14. Loo Tian Guan 1,107,203 0.31%
15. Rodney Tay 1,065,336 0.30%
16. Kang Tien Hock Edwin 1,055,664 0.29%
17. Yap Pei Koon 1,020,872 0.28%
18. Tan Chong Yan 870,020 0.24%
19. Lau Eng Seng 776,243 0.22%
20. Lim Pik King 733,312 0.20%
ALL OTHER SHAREHOLDERS 83,673,348 23.31%
Total 358,992,445 100.00%

Notes

  • CDI Holders are holder of CHESS Depository Interests issued by CHESS Depository Nominees Pty Limited, where each CDI represents a beneficial interest in one ordinary share.

89

ADDITIONAL INFORMATION

Shareholders Information as at 16 June 2020 (continued)

Substantial Shareholders and CDI Holders**

Direct Interest % of voting Deemed % of voting
Name Shares power Interest Shares power
Chee Kuan Tat, Ken 86,885,009
24.20%
- -
Clive Tan Che Koon 65,140,000
18.15%
- -

Notes

** This table is compiled on the basis that each holding of CDIs is a separate holding and accordingly, the holding of shares by CHESS Depository Nominees Pty Limited is ignored.

ASX Listing Rule 4.10.18

Current On-Market Buy-Back

There is a current on-market buy-back arrangement for the Company as announced on 28 July 2020.

ASX Listing Rule 4.10.20

Investment

The Group had a total of 791 transactions in securities during the financial year ended 31 March 2021 and has paid or accrued brokerage and management fees totalling S$120,126 and S$Nil respectively. As at 31 March 2021, the Group held investment in Autowealth Private Limited, Dealt Limited, Emmbi Industries Ltd, Alarm.com Holdings, Alibaba Group Holding Limited, Alteryx, Amazon.com, Arco Platform Limited, Atlassian Corporation Plc, Axon Enterprise, BioLife Solutions, BlackLine, CareDx, Celsius Holdings, CrowdStrike Holdings, DocuSign, Elastic N.V., Emergent BioSolutions, Etsy, Facebook, Fortinet, Globant S.A., HealthEquity, HubSpot, II-VI Incorporated, Insulet Corporation, MercadoLibre, Mimecast Limited, Mitek Systems, MongoDB, Neurocrine Biosciences, NovoCure Limited, Okta, OptimizeRx Corporation, Palo Alto Networks, PayPal Holdings, Peloton Interactive, Pinterest, Pluralsight, Proofpoint, Purple Innovation, Q2 Holdings, Rapid7, Repligen Corporation, SailPoint Technologies Holdings, salesforce.com, ServiceNow, Shopify, Smartsheet, Square, Teladoc Health, Twilio, Veeva Systems, Vertex Pharmaceuticals Incorporated, Wix.com Ltd., Workday, Workiva, Yandex N.V., Yext, Zendesk, Zoom Video Communications, Zynex, Advanced Micro Devices, Afya Limited, Alarm.com Holdings, Arco Platform Limited, Aspen Group, Aterian, Betterware de Mexico, BRP Group, Chegg, Digital Turbine, Exact Sciences Corporation, Farfetch Limited, Fiverr International Ltd., Futu Holdings Limited, GrowGeneration Corp., II-VI Incorporated, InMode Ltd., Inphi Corporation, LifeMD, LivePerson, NV5 Global, Pinduoduo, Purple Innovation, RADA Electronic Industries Ltd., Retractable Technologies, salesforce.com, Skillz, Square, The Boston Beer Company, The Lovesac Company, The Scotts Miracle-Gro Company, UP Fintech Holding Limited, Upland Software, Wayfair, Youdao, Zynga, Afterpay Ltd, Audinate Group Ltd, Fineos Corp Ltd, Xero Ltd, China International Travel Service Corp Ltd, Hangzhou Hikvision Digital Technology Co Ltd, Kweichow Moutai Co Ltd,

Wuliangye Yibin Co Ltd, AK Medical Holdings Ltd, Alibaba Health Information Technology Ltd, Ausnutria Dairy Corp Ltd, Beijing Chunlizhengda Medical Instruments Co Ltd, China Feihe Ltd, JD Health International Inc, Sunny Optical Technology Group Co Ltd, Hartalega Holdings Bhd, Riverstone Holdings Ltd, Maxscend Microelectronics Co Ltd, Quectel Wireless Solutions Co Ltd, Shenzhen Mindray Bio-Medical Electronics Co Ltd, Thunder Software Technology Co Ltd, Digital Turbine, Inc., CrowdStrike Holdings, Inc., Datadog, Inc., DocuSign, Inc., Zoom Video Communications, Inc., Cloudflare, Inc., Docebo Inc., GrowGeneration Corp., Inari Medical, Inc., NovoCure Limited, Square, Inc., Amazon.com, Inc., DexCom, Inc., Masimo Corporation, Wix.com Ltd., Fiverr International Ltd., The Boston Beer Company, Inc., Veeva Systems Inc., Logitech International S.A.,

Corporate Information

Company registration 201414213R number

ARBN 601 582 129
Registered office Goldbell Towers, 47 Scotts Road, #03-
(Singapore) 03/04, Singapore 228233
Tel:
+65 6801 4500
Registered office C/- SmallCap Corporate Pty Ltd, Suite 6,
(Australia) 295 Rokeby Road, Subiaco WA, Australia,
6008
Tel:
+61 (8) 6555 2950
Fax:
+61 (8) 6166 0261
Share registrar Boardroom Pty Limited
Level 7, 207 Kent Street, Sydney, NSW,
Australia 2000
Tel:
+61 (2) 9290 9600
Fax:
+61 (2) 9279 0664
Stock exchange 8I Holdings Limited shares are listed on
listing the Australian Securities Exchange (ASX
code: 8IH)

90

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8I Holdings Limited

(Incorporated in the Republic of Singapore) Company Registration Number: 201414213R ARBN 601 582 129

www.8iholdings.com

Offices

Singapore Australia Goldbell Towers, C/- SmallCap Corporate Pty Ltd, 47 Scotts Road, Suite 6, 295 Rokeby Road, #03-03/04, Subiaco WA, Australia, 6008 Singapore 228233 T: +61 8 6555 2950 T: +65 6801 4500 F: +61 8 6166 0261

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