Don Muang Tollway Public Company Limited

Don Muang Tollway Public Company Limited

Financial statements for the year ended 31 December 2020

and Independent Auditor’s Report

Don Muang Tollway Public Company LimitedStatement of financial position

31 December

Assets Note 2020 2019

Current assets

Cash and cash equivalents 7 417,195,335 392,852,734

Current investments 21 70,000,000 245,000,000

Prepaid expenses 9,950,557 11,064,950

Advance payment for maintenance of toll road 38,375,723 13,545,938

Other current assets 2,940,953 2,649,783

Total current assets 538,462,568 665,113,405

Non-current assets

Long-term investments 21 148,500,000 170,000,000

Building improvements and equipment 8 52,461,272 53,312,288

Right-of-use assets 3 19,508,642 -

Intangible assets 4,526,138 4,773,139

Toll road concession 9 9,608,107,529 9,924,716,229

Deferred tax assets 18 287,483,669 272,892,836

Other non-current assets 1,707,506 3,726,785

Total non-current assets 10,122,294,756 10,429,421,277

Total assets 10,660,757,324 11,094,534,682

(in Baht)

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

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Don Muang Tollway Public Company LimitedStatement of financial position

31 December

Liabilities and equity Note 2020 2019

Current liabilities

Other payables 5,939,109 8,982,688

Short-term loans from financial institutions 10 558,340,000 1,599,605,556

Current portion of long-term loans from financial institutions 10 798,462,260 -

Current portion of debentures 10 - 1,639,289,981

Current portion of lease liabilities 3, 10 8,536,231 -

Current provisions for maintenance of toll road 12 378,689,280 348,983,950

Current income tax payable 122,735,053 172,169,519

Value added tax payable 11,430,111 14,778,520

Other current liabilities 74,491,855 126,348,192

Total current liabilities 1,958,623,899 3,910,158,406

Non-current liabilities

Retention payables 14,565,697 8,274,300

Long-term loans from financial institutions 10 798,335,000 -

Lease liabilities 3, 10 11,256,587 -

Non-current provisions for employee benefits 11 107,964,262 88,586,378

Non-current provisions for maintenance of toll road 12 162,235,479 104,844,673

Total non-current liabilities 1,094,357,025 201,705,351

Total liabilities 3,052,980,924 4,111,863,757

Equity

Share capital: 13

Authorised share capital 6,142,410,560 6,142,410,560

Issued and paid-up share capital 5,414,410,560 5,414,410,560

Retained earnings

Appropriated for legal reserve 14 563,198,361 523,626,688

Unappropriated 1,630,903,927 1,044,633,677

Other components of equity 14 (736,448) -

Total equity 7,607,776,400 6,982,670,925

Total liabilities and equity 10,660,757,324 11,094,534,682

(in Baht)


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Don Muang Tollway Public Company LimitedStatement of comprehensive income

Year ended 31 December

Note 2020 2019

Toll revenue 2,046,896,018 2,816,150,959

Cost of toll road operations 6 (768,042,005) (1,006,553,921)

Gross profit 1,278,854,013 1,809,597,038

Investment income 6 12,536,261 30,304,666

Other income 3,794,625 12,908,432

Distribution costs (24,091,366) (24,951,576)

Administrative expenses 6 (174,935,815) (212,674,101)

Profit from operating activities 1,096,157,718 1,615,184,459

Finance costs (106,865,206) (166,095,408)

Profit before income tax expense 989,292,512 1,449,089,051

Tax expense 18 (197,859,059) (290,491,079)

Profit for the year 791,433,453 1,158,597,972

Other comprehensive income

Items that will be reclassified subsequently to profit or loss

Change in fair value of available-for-sale investments

transferred to profit or loss - (7,115,729)

Income tax relating to items that will be reclassified

subsequently to profit or loss - 1,423,145

Total items that will be reclassified subsequently to

profit or loss - (5,692,584)

Items that will not be reclassified to profit or loss

Loss on investment in equity instrument designated at FVOCI (920,560) -

Losses on remeasurements of defined benefit plans (11,758,263) -

Income tax relating to items that will not be reclassified to

profit or loss 2,535,765 -

Total items that will not be reclassified to profit or loss (10,143,058) -

Other comprehensive income for the year, net of tax (10,143,058) (5,692,584)

Total comprehensive income for the year 781,290,395 1,152,905,388

Basic earnings per share 19 0.76 1.11

(in Baht)


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Don Muang Tollway Public Company LimitedStatement of changes in equity

Other components

of shareholder's equity

Issued and Total

paid-up Legal Fair value shareholders'

Note share capital reserve Unappropriated reserve equity

Year ended 31 December 2019

Balance at 1 January 2019 5,414,410,560 465,696,789 360,458,724 5,692,584 6,246,258,657

Transaction with owners, recorded directly in equity

Dividends to owners of the Company 20 - - (416,493,120) - (416,493,120)

Comprehensive income for the year

Profit - - 1,158,597,972 - 1,158,597,972

Other comprehensive income - - - (5,692,584) (5,692,584)

Total comprehensive income for the year - - 1,158,597,972 (5,692,584) 1,152,905,388

Transfer to legal reserve 14 - 57,929,899 (57,929,899) - -

Balance at 31 December 2019 5,414,410,560 523,626,688 1,044,633,677 - 6,982,670,925

Retained earnings

(in Baht)


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Don Muang Tollway Public Company LimitedStatement of changes in equity

Other components

of shareholder's equity

Issued and Total

paid-up Legal Fair value shareholders'

Note share capital reserve Unappropriated reserve equity

Year ended 31 December 2020

Balance at 1 January 2020 5,414,410,560 523,626,688 1,044,633,677 - 6,982,670,925

Transaction with owners, recorded directly in equity

Dividends to owners of the Company 20 - - (156,184,920) - (156,184,920)

Comprehensive income for the year

Profit - - 791,433,453 - 791,433,453

Other comprehensive income - - (9,406,610) (736,448) (10,143,058)

Total comprehensive income for the year - - 782,026,843 (736,448) 781,290,395

Transfer to legal reserve 14 - 39,571,673 (39,571,673) - -

Balance at 31 December 2020 5,414,410,560 563,198,361 1,630,903,927 (736,448) 7,607,776,400

(in Baht)

Retained earnings


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Don Muang Tollway Public Company LimitedStatement of cash flows

Year ended 31 December2020 2019

Cash flows from operating activities

Profit for the year 791,433,453 1,158,597,972

Adjustments to reconcile profit to cash receipts

Tax expense 197,859,059 290,491,079

Finance costs 106,865,206 166,095,408

Depreciation and amortisation 25,781,035 16,782,341

Amortisation of toll road concession 315,790,450 474,067,680

Maintenance expenses of toll road 194,092,177 197,420,774

Investment income (12,536,261) (30,304,666)

Loss on disposal of assets under concession agreement 2,244,000 -

Gain on disposal of equipment (1,527,167) (3,347,703)

1,620,001,952 2,269,802,885

Changes in operating assets and liabilities

Prepaid expenses 1,114,393 165,895

Advance payment for maintenance of toll road (24,829,785) 5,042,847

Other current assets (609,172) 531,922

Other non-current assets 2,019,279 (13,299)

Other payables (3,043,579) (2,978,746)

Value added tax payable (3,348,409) (899,955)

Other current liabilities (50,203,282) (14,274,682)

Retention payables 6,291,397 2,965,275

Non-current provisions for employee benefits 7,619,621 26,079,004

Provision for maintenance of toll road paid (106,996,041) (87,049,891)

Net cash generated from operating 1,448,016,374 2,199,371,255

Taxes paid (259,348,593) (407,716,115)

Net cash from operating activities 1,188,667,781 1,791,655,140

(in Baht)


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Don Muang Tollway Public Company LimitedStatement of cash flows

Year ended 31 December

2020 2019

Cash flows from investing activities

Proceeds from current investments 545,000,000 443,000,000

Acquisition of current investments (300,000,000) (600,000,000)

Proceeds from sale of long-term investments - 354,697,444

Acquisition of long-term investments (49,420,560) -

Acquisition of equipment and intangible assets (16,078,872) (14,870,227)

Proceeds from sale of equipment 1,541,214 3,536,003

Acquisition of assets under concession agreement (1,425,750) (818,250)

Interest received 12,854,263 22,030,417

Net cash from investing activites 192,470,295 207,575,387

Cash flows from financing activites

Proceeds from short-term loans from financial institutions 2,370,000,000 1,599,500,000

Repayment of short-term loans from financial institutions (3,411,660,000) (1,822,157,400)

Proceeds from long-term loans from financial institutions 1,596,750,000 -

Repayment of debentures (1,640,000,000) (1,100,000,000)

Payment of lease liabilities (8,334,017) -

Dividends paid to owners of the Company (156,184,920) (412,382,100)

Interest paid (107,366,538) (169,404,477)

Net cash used in financing activities (1,356,795,475) (1,904,443,977)

Net increase in cash and cash equivalents 24,342,601 94,786,550

Cash and cash equivalents at 1 January 392,852,734 298,066,184

Cash and cash equivalents at 31 December 417,195,335 392,852,734

(in Baht)


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Don Muang Tollway Public Company Limited Notes to the financial statements For the year ended 31 December 2020

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Note Contents 1 General information 2 Basis of preparation of the financial statements 3 Changes in accounting policies 4 Significant accounting policies 5 Impact of Covid-19 Outbreak 6 Related parties 7 Cash and cash equivalents 8 Building improvements and equipment 9 Toll road concession 10 Interest-bearing liabilities 11 Non-current provisions for employee benefits 12 Provision for maintenance of toll road 13 Share capital 14 Reserves 15 Segment information and disaggregation of revenue 16 Employee benefit expenses 17 Expenses by nature 18 Income tax 19 Basic earnings per share 20 Dividends 21 Financial instruments 22 Capital management 23 Commitments with non-related parties 24 Lawsuits


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These notes form an integral part of the financial statements. The financial statements issued for Thai statutory and regulatory reporting purposes are prepared in the Thai language. These English language financial statements have been prepared from the Thai language statutory financial statements, and were approved and authorised for issue by the Board of Directors on 18 February 2020.

1 General information Don Muang Tollway Public Company Limited, the “Company”, is incorporated in Thailand. The Company’s registered office at 40/40, Viphavadi-Rangsit Road, Sanambin sub-district, Don Muang district, Bangkok. The Company’s major shareholders during the financial year were Phanichewa Group (37.06% shareholding), AIF Toll Roads Holding (Thailand) Limited (29.45% shareholding), which was incorporated in Thailand, and the Ministry of Finance (25.10% shareholding). The principal business of the Company is providing the elevated toll road service from Din Daeng to National Memorial Monument under the tollway concession agreement in respect of the highway no. 31 Viphavadi-Rangsit Road, which was granted by the Department of Highways, Ministry of Transport. The concession period lasts until 11 September 2034. The Company, as the concessionaire, is the investor in the design, construction, and maintenance of concession highways, including equipment, structures, and various facilities. The Company has the right to collect toll revenue throughout the concession period at the rate specified in the concession agreement. From 12 September 2007 onwards, the Company has collected toll revenue in accordance with the Memorandum of Amendment to the Highway Concession Agreement on National Highway No. 31, Vibhavadi Rangsit Road, Din Daeng-Don Mueang Road, No. 3/2550, dated 12 September 2007. At the end of the concession period, the Company must return the concession including delivery of the concession area, the concession tollway, all buildings and constructions within the concession area in its status quo to the Department of Highways without any charge. The Company must also deliver device operation manual, all technical documentation and equipment for operation and maintenance involved to the Department of Highway.

2 Basis of preparation of the financial statements

(a) Statement of compliance The financial statements are prepared in accordance with Thai Financial Reporting Standards (“TFRS”) and guidelines promulgated by the Federation of Accounting Professions. New and revised TFRS are effective for annual accounting periods beginning on or after 1 January 2020. The initial application of these new and revised TFRS has resulted in changes in certain of the Company’s accounting policies. The Company has initially applied TFRS - Financial instruments standards which comprise TFRS 9 Financial Instruments and relevant standards and interpretations and TFRS 16 Leases and disclosed impact from changes to significant accounting policies in note 3. In addition, the Company has not early adopted a number of new and revised TFRS, which are not yet effective for the current period in preparing these financial statements. The Company has assessed the potential initial impact on the financial statements of these new and revised TFRS and expects that there will be no material impact on the financial statements in the period of initial application.


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(b) Functional and presentation currency The financial statements are presented in Thai Baht, which is the Company’s functional currency.

(c) Use of judgements and estimates The preparation of financial statements in conformity with TFRS requires management to make judgements, estimates and assumptions that affect the application of the Company’s accounting policies. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised prospectively.

Assumptions and estimation uncertainties Information about assumption and estimation uncertainties at 31 December 2020 that have a significant risk of resulting in a material adjustments to the carrying amounts of assets and liabilities in the next financial year is included in the following notes: Notes 4(g) and 9 Amortisation of toll road concession Note 4(h) Determining the incremental borrowing rate to measure lease liabilities Note 5 Impact of Covid-19 Note 11 Measurement of defined benefit obligations: key actuarial assumptions Note 12 Measurement of provision for maintenance of toll road Note 18 Recognition of deferred tax assets: availability of future taxable profit against

which deductible temporary differences and tax losses carried forward can be utilised.

Note 21 Determining the fair value of financial instruments on the basis of significant unobservable inputs.

3 Changes in accounting policies

From 1 January 2020, the Company has initially applied TFRS 9 Financial Instruments and relevant standards and interpretations and TFRS 16 Leases. A. TFRS - Financial instruments standards

These TFRS - Financial instruments standards establish requirements related to definition, recognition, measurement, impairment and derecognition of financial assets and financial liabilities, including accounting for derivatives and hedge accounting. The details of accounting policies are disclosed in note 4(b) and 4(i). The impact from adoption of TFRS - Financial instruments standards are as follows: Classification and measurement of financial assets and financial liabilities TFRS 9 contains three principal classification categories for financial assets: measured at amortised cost, fair value through other comprehensive income (FVOCI) and fair value through profit or loss (FVTPL). The classification is based on the cash flow characteristics of the financial asset and the business model in which they are managed. However, the Company may, at initial recognition, irrevocably designate a financial asset as measured at FVTPL. TFRS 9 eliminates the previous classification of held-to-maturity debt securities, available-for-sale securities, trading securities and general investment as specified by TAS 105. Under TFRS 9, interest income and interest expenses recognised from all financial assets and financial liabilities measured at amortised cost shall be calculated using effective interest rate method. Previously, the Company recognised interest income and interest expenses at the rate specified in the contract.


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The following table shows classification and measurement categories under TAS 105 and TFRS 9.

Classification under TAS 105 at 31 December 2019

Classification under TFRS 9 at

1 January 2020 Carrying

amounts

Amortised cost - net (in thousand Baht) Current investments - Bill of exchange held-to-maturity 200,000 200,000 - Debentures held-to-maturity 45,000 45,000 Long-term investment - Debentures held-to-maturity 170,000 170,000 Total 415,000 415,000 Short-term loans from financial institutions (1,599,606) (1,599,606) Current portion of debentures (1,639,290) (1,639,290) Total (3,238,896) (3,238,896)

B. TFRS 16 Leases

From 1 January 2020, the Company has initially adopted TFRS 16 on contracts previously identified as leases according to TAS 17 Leases and TFRIC 4 Determining whether an arrangement contains a lease using the modified retrospective approach.

Previously, the Company, as a lessee, recognised payments made under operating leases in profit or loss on a straight-line basis over the term of the lease. Under TFRS 16, the Company assesses whether a contract is, or contains, a lease. If a contract contains lease and non-lease components, the Company allocates the consideration in the contract based on stand-alone selling price (transaction price). As at 1 January 2020, the Company recognised right-of-use assets and lease liabilities, as a result, the nature of expenses related to those leases was changed because the Company recognised depreciation of right-of-use assets and interest expense on lease liabilities. On transition, the Company also elected to not recognise right-of-use assets and lease liabilities for leases with less than 12 months of lease term. Impact from the adoption of TFRS 16 (in thousand Baht) At 1 January 2020 Increase in right-of-use assets 21,280 Increase in lease liabilities 21,280

Measurement of lease liability (in thousand Baht) Operating lease commitment as disclosed at 31 December 2019 24,433 Recognition exemption for short-term leases (1,800) 22,633 Present value of remaining lease payments, discounted using the incremental borrowing rate at 1 January 2020

21,280

Lease liabilities recognised at 1 January 2020 21,280 Weighted-average incremental borrowing rate (% per annum) 3.52


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4 Significant accounting policies The accounting policies set out below have been applied consistently to all periods presented in these financial statements except as explained in Note 3.

(a) Foreign currency transactions Transactions in foreign currencies are translated to the functional currency at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated to the functional currency at the exchange rate at the reporting date. Foreign exchange differences are generally recognised in profit or loss.

(b) Financial instruments

Accounting policies applicable from 1 January 2020

(b.1) Recognition and initial measurement Debt securities issued are initially recognised when they are originated. All other financial assets and financial liabilities are initially recognised when the Company becomes a party to the contractual provisions of the instrument. A financial asset and financial liability is initially measured at fair value plus transaction costs that are directly attributable to its acquisition or issue. A financial asset and a financial liability measured at FVTPL are initially recognised at fair value.

(b.2) Classification and subsequent measurement

Financial assets - classification

On initial recognition, a financial asset is classified as measured at: amortised cost; fair value to other comphehensive income (FVOCI); or fair value to profit or loss (FVTPL). Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for managing financial assets, in which case all affected financial assets are reclassified prospectively from the reclassification date. A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL: - it is held within a business model whose objective is to hold assets to collect contractual

cashflows; and - its contractual terms give rise on specified dates to cash flows that are solely payments of

principal and interest on the principal amount outstanding. A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL: - it is held within a business model whose objective is achieved by both collecting contractual

cash flows and selling financial assets; and - its contractual terms give rise on specified dates to cash flows that are solely payments of

principal and interest on the principal amount outstanding.


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On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment’s fair value in OCI. This election is made on an investment-by-investment basis. All financial assets not classified as measured at amortised cost or FVOCI as described above are measured at FVTPL. This includes all derivative financial assets. On initial recognition, the Company may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortised cost or at FVOCI as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

Financial assets – business model assessment

The Company makes an assessment of the objective of a business model in which a financial asset is held at a portfolio level because this best reflects the way the business is managed and information is provided to management. The information considered includes: - the stated policies and objectives for the portfolio and the operation of those policies in practice.

These include whether management’s strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realising cash flows through the sale of the assets;

- how the performance of the portfolio is evaluated and reported to the Company’s management; - the risks that affect the performance of the business model (and the financial assets held within

that business model) and how those risks are managed; - how managers of the business are compensated - e.g. whether compensation is based on the fair

value of the assets managed or the contractual cash flows collected; and - the frequency, volume and timing of sales of financial assets in prior periods, the reasons for

such sales and expectations about future sales activity. Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose, consistent with the Company’s continuing recognition of the assets. Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL.

Financial assets – assessment whether contractual cash flows are solely payments of principal and interest

For the purposes of this assessment, ‘principal’ is defined as the fair value of the financial asset on initial recognition. ‘Interest’ is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and administrative costs), as well as a profit margin. In assessing whether the contractual cash flows are solely payments of principal and interest, the Company considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Company considers: - contingent events that would change the amount or timing of cash flows; - terms that may adjust the contractual coupon rate, including variable-rate features; and - terms that limit the Company’s claim to cash flows from specified assets (e.g. non-recourse

features).


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Financial assets – subsequent measurement and gains and losses

Financial assets at FVTPL

These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognised in profit or loss.

Financial assets at amortised cost

These assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss.

Debt investments at FVOCI

These assets are subsequently measured at fair value. Interest income, calculated using the effective interest method, foreign exchange gains and losses and impairment are recognised in profit or loss. Other net gains and losses are recognised in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss.

Equity investments at FVOCI

These assets are subsequently measured at fair value. Dividends are recognised as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognised in OCI and are never reclassified to profit or loss.

Financial liabilities – classification, subsequent measurement and gains and losses

Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in profit or loss. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss. See note 4(d.6) for financial liabilities designated as hedging instruments.

(b.3) Derecognition

Financial assets

The Company derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset. The Company enters into transactions whereby it transfers assets recognised in its statement of financial position, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognised. Financial liabilities

The Company derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire. The Company also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value.


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On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in profit or loss.

(b.4) Offsetting Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.

Accounting policies applicable before 1 January 2020 Investments in debt and equity securities Debt securities and marketable equity securities held for trading are classified as current assets and are stated at fair value, with any resultant gain or loss recognised in profit or loss. Debt securities that the Company has the positive intent and ability to hold to maturity are classified as held-to-maturity investments. Held-to-maturity investments are stated at amortised cost, less any impairment losses. The difference between the acquisition cost and redemption value of such debt securities is amortised using the effective interest rate method over the period to maturity.

Debt securities and marketable equity securities, other than those securities held for trading or intended to be held to maturity, are classified as available-for-sale investments. Available-for-sale investments are, subsequent to initial recognition, stated at fair value, and changes therein, other than impairment losses and foreign currency differences on available-for-sale monetary items, are recognised directly in equity. Impairment losses and foreign exchange differences are recognised in profit or loss. When these investments are derecognised, the cumulative gain or loss previously recognised directly in equity is recognised in profit or loss. Where these investments are interest-bearing, interest calculated using the effective interest method is recognised in profit or loss. Equity securities which are not marketable are stated at cost less any impairment losses. The fair value of financial instruments classified as held-for-trading and available-for-sale is determined as the quoted bid price at the reporting date. Disposal of investments On disposal of an investment, the difference between net disposal proceeds and the carrying amount together with the associated cumulative gain or loss that was reported in equity is recognised in profit or loss. If the Company disposes of part of its holding of a particular investment, the deemed cost of the part sold is determined using the weighted average method applied to the carrying value of the total holding of the investment.

(c) Cash and cash equivalents Cash and cash equivalents in the statements of cash flows comprise cash balances, call deposits and highly liquid short-term investments.


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(d) Other accounts receivable A receivable is recognised when the Company has an unconditional right to receive consideration. A receivable is measured at transaction price less allowance for expected credit loss (2019: allowance for doubtful accounts) which is determined based on an analysis of payment histories and future expectations of customer payments. Bad debts are written off when incurred.

(e) Building improvements and equipment Recognition and measurement Owned assets Building improvements and equipment are measured at cost less accumulated depreciation and impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the assets to a working condition for their intended use, the costs of dismantling and removing the items and restoring the site on which they are located, and capitalised borrowing costs. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment. When parts of an item of building improvements and equipment have different useful lives, they are accounted for as separate items (major components) of building improvements and equipment. Any gains and losses on disposal of an item of building improvements and equipment are determined by comparing the proceeds from disposal with the carrying amount of building improvements and equipment, and are recognised in profit or loss. Subsequent costs The cost of replacing a part of an item of building improvements and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Company, and its cost can be measured reliably. The carrying amount of the replaced part is derecognised. The costs of the day-to-day servicing of building improvements and equipment are recognised in profit or loss as incurred. Depreciation Depreciation is calculated based on the depreciable amount, which is the cost of an asset, or other amount substituted for cost, less its residual value. Depreciation is charged to profit or loss on a straight-line basis over the estimated useful lives of each component of an item of building improvements and equipment. The estimated useful lives are as follows: Building improvements 20 years Furniture, fixtures and office equipment 5 years Operating equipment 5 years Vehicles 5 years IT equipment and system 4 years


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No depreciation is provided on assets under construction. Depreciation methods, useful lives and residual value are reviewed at each financial year-end and adjusted if appropriate.

(f) Intangible assets

Intangible assets that are acquired by the Company and has finite useful life is measured at cost less accumulated amortisation and impairment losses. Subsequent expenditure Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is recognised in profit or loss as incurred. Amortisation Amortisation is based on the cost of the asset, or other amount substituted for cost, less its residual value. Amortisation is recognised in profit or loss on a straight-line basis over the estimated useful life of intangible asset from the date that it is available for use, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset. The current and comparative estimated useful life for software licenses is 4 - 5 years.

No amortisation is provided on software licenses under installation. Amortisation method, useful life and residual value are reviewed at each financial year-end and adjusted if appropriate.

(g) Toll road concession

Recognition and measurement Toll road concession is measured at cost less accumulated amortisation and impairment losses. Cost includes all costs and expenditures relating to the cost of toll road concessions, including management fees, advisory fees, design fees, construction financing and other related direct costs. Subsequent expenditure Subsequent expenditure is capitalised for original and northern extension sections only when it increases the future economic benefits embodied in the specific asset to which it relates. Repair and maintenance costs are recognised as expense in profit or loss as incurred. Amortisation Amortisation is calculated based on the cost of assets, or other amount substituted for cost, less its residual value.


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Amortisation of toll road concession is charged to profit or loss based on unit-of-production base method over the estimated useful lives of the assets from the date that they are available for use. Amortisation methods and useful lives are reviewed at each financial year-end and adjusted if appropriate. The amortisation is calculated as follows: Amortisation for the year = Net toll road concession x Percentage of the number of traffic volume for

the year

Percentage of the number of traffic volume for the year =

Current year’s number of actual traffic volume (Current year’s number of actual traffic volume + Estimated traffic volume after current year to the

remaining years of the concession agreement) Net toll road concession = Toll road concession – Accumulated amortisation Estimated traffic volume to the remaining years of the concession agreement is calculated from the best estimates relating to the use of assumptions as described in Note 9. The estimated useful life of the assets in a toll road concession arrangement is the period from when the Company is able to collect toll fee from tollway users until the end of the toll road concession period. No amortisation is provided on assets under construction under concession agreement.

(h) Leases

Accounting policies applicable from 1 January 2020 At inception of a contract, the Company assesses whether a contract is, or contains, a lease. To assess whether a contract conveys the right to control the use of an identified asset, the Company uses the definition of a lease in TFRS 16. As a lessee

At commencement or on modification of a contract that contains a lease component, the Company allocates the consideration in the contract to each lease component on the basis of its relative stand-alone prices. However, for the leases of property the Company has elected not to separate non-lease components and account for the lease and non-lease components as a single lease component.

The Company recognises a right-of-use asset and a lease liability at the lease commencement date, except for leases of low-value assets and short-term leases which is recognised as an expense on a straight-line basis over the lease term. Right-of-use asset is measured at cost, less any accumulated depreciation and impairment loss, and adjusted for any remeasurements of lease liability. The cost of right-of-use asset includes the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of restoration costs, less any lease incentives received. Depreciation is charged to profit or loss on a straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Company by the end of the lease term or the cost of the right-of-use asset reflects that the Company will exercise a purchase option. In that case the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property and equipment.


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The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. The lease payments included fixed payments less any lease incentive receivable, variable lease payments that depend on an index or a rate, and amounts expected to be payable under a residual value guarantee. The lease payments also include amount under purchase, extension or termination option if the Company is reasonably certain to exercise option. Variable lease payments that do not depend on index or a rate are reconised as expenses in the accounting period in which they are incurred. The Company determines its incremental borrowing rate by obtaining interest rates from various external financing sources and makes certain adjustments to reflect the terms of the lease and type of the asset leased. The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in lease term, change in lease payments, change in the estimate of the amount expected to be payable under a residual value guarantee, or a change in the assessment of purchase, extension or termination options. When the lease liability is remeasured, a corresponding adjustment is made to the carrying amount of 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.

Accounting policies applicable before 1 January 2020 As a lessee, leases in terms of which the Company substantially assumes all the risk and rewards of ownership are classified as finance leases. Building improvements and equipment acquired by way of finance leases is capitalised at the lower of its fair value and the present value of the minimum lease payments at the inception of the lease, less accumulated depreciation and impairment losses. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly to the profit or loss. Assets held under other leases were classified as operating leases and lease payments are recognised in profit or loss on a straight-line basis over the term of the lease. Contingent lease payments are accounted for by revising the minimum lease payments over the remaining term of the lease when the lease adjustment is confirmed.

(i) Impairment of financial assets

Accounting policies applicable from 1 January 2020 The Company recognises allowances for expected credit losses (ECLs) on financial assets measured at amortised cost (including cash and cash equivalents and other receivables), and debt investments measured at FVOCI. Measurement of ECLs ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Company expects to receive). ECLs are discounted at the effective interest rate of the financial asset.


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ECLs are measured on either of the following bases: - 12-month ECLs: these are losses that are expected to result from possible default events within the 12

months after the reporting date; or - lifetime ECLs: these are losses that are expected to result from all possible default events over the

expected lives of a financial instrument. Loss allowances for all other financial instruments, the Company recognises ECLs equal to 12-month ECLs unless there has been a significant increase in credit risk of the financial instrument since initial recognition or credit-impaired financial assets, in which case the loss allowance is measured at an amount equal to lifetime ECLs. The maximum period considered when estimating ECLs is the maximum contractual period over which the Company is exposed to credit risk. The Company considers a financial asset to have low credit risk when its credit rating is equivalent to the globally understood definition of ‘investment grade’. The Company considers this to be BBB+ or higher. The Company assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due, significant deterioration in financial instruments’s credit rating, significant deterioration in the operating results of the debtor and existing or forecast changes in the technological, market, economic or legal environment that have a significant adverse effect on the debtor’s ability to meet its obligation to the Company. The Company considers a financial asset to be in default when: - the debtor is unlikely to pay its credit obligations to the Company in full, without recourse by the

Company to actions such as realising security (if any is held); or - the financial asset is more than 90 days past due. Depending on the nature of the financial instruments, the assessment of a significant increase in credit risk is performed on either an individual basis or a collective basis. When the assessment is performed on a collective basis, the financial instruments are grouped based on shared credit risk characteristics, such as past due status and credit risk ratings. ECLs are remeasured at each reporting date to reflect changes in the financial instrument’s credit risk since initial recognition. Increased in loss allowance is recognised as an impairment loss in profit or loss. Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets. For debt securities at FVOCI, the Company recognises an impairment loss in profit or loss with the corresponding entry in other comprehensive income. Credit-impaired financial assets At each reporting date, the Company assesses whether financial assets carried at amortised cost and debt securities at FVOCI are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence of credit-impairment includes significant financial difficulty, a breach of contract such as more than 90 days past due, probable the debtor will enter bankruptcy. Write-off The gross carrying amount of a financial asset is written off when the Company has no reasonable expectations of recovering. Subsequent recoveries of an asset that was previously written off, are recognised as a reversal of impairment in profit or loss in the period in which the recovery occurs.


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Accounting policies applicable before 1 January 2020 The carrying amounts of the Company’s assets are reviewed at each reporting date to determine whether there is any indication of impairment. An impairment loss is recognised if the carrying amount of an asset exceeds its recoverable amount. The impairment loss is recognised in profit or loss. When a decline in the fair value of an available-for-sale financial asset has been recognised directly in equity and there is objective evidence that the value of the asset is impaired, the cumulative loss that had been recognised directly in equity is recognised in profit or loss even though the financial asset has not been derecognised. The amount of the cumulative loss that is recognised in profit or loss is the difference between the acquisition cost and current fair value, less any impairment loss on that financial asset previously recognised in profit or loss. Calculation of recoverable amount The recoverable amount of held-to-maturity securities carried at amortised cost is calculated as the present value of the estimated future cash flows discounted at the original effective interest rate. The recoverable amount of available-for-sale financial assets is calculated by reference to the fair value. Reversals of impairment An impairment loss in respect of a financial asset is reversed if the subsequent increase in recoverable amount can be related objectively to an event occurring after the impairment loss was recognised in profit or loss. For financial assets carried at amortised cost and available-for-sale financial assets that are debt securities, the reversal is recognised in profit or loss. For available-for-sale financial assets that are equity securities, the reversal is recognised in other comprehensive income.

(j) Impairment of non-financial assets

The carrying amounts of the Company’s assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the assets’ recoverable amounts are estimated. An impairment loss is recognised if the carrying amount of an asset exceeds its recoverable amount. The impairment loss is recognised in profit or loss. Calculation of recoverable amount The recoverable amount of a non-financial asset is the greater of the asset’s value in use and fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs.


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Reversal of impairment Impairment losses recognised in prior periods in respect of non-financial assets are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

(k) Employee benefits

Defined contribution plan

Obligations for contributions to defined contribution plans are expensed as the related service is provided. Defined benefit plans The Company’s net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount. The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Company, the recognised asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any application minimum funding requirements. Remeasurements of the net defined benefit liability, actuarial gain or loss are recognised immediately in other comprehensive income. The Company determines the interest expense on the net defined benefit liability for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period, taking into account any changes in the net defined benefit liability during the period as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss. When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognised immediately in profit or loss. The Company recognises gains and losses on the settlement of a defined benefit plan when the settlement occurs. Other long-term employee benefits The Company’s net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value. Remeasurements are recognized in profit or loss in the period in which they arise. Termination benefits Termination benefits are expensed at the earlier of when the Company can no longer withdraw the offer of those benefits and when the Company recognises costs for a restructuring. If benefits are not expected to be settled wholly within 12 months of the end of the reporting period, then they are discounted.


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Short-term employee benefits Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

(l) Provisions

A provision is recognised if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as a finance cost.

(m) Fair value measurement

‘Fair value’ is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or, in its absence, the most advantageous market to which the Company has access at that date. The fair value of a liability reflects its non-performance risk. A number of the Company’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities. When one is available, the Company measures the fair value of an instrument using the quoted price in an active market for that instrument. A market is regarded as ‘active’ if transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. If there is no quoted price in an active market, then the Company uses valuation techniques that maximise the use of relevant observable inputs and minimise the use of unobservable inputs. The chosen valuation technique incorporates all of the factors that market participants would take into account in pricing a transaction. If an asset or a liability measured at fair value has a bid price and an ask price, then the Company measures assets and long positions at a bid price and liabilities and short positions at an ask price. The best evidence of the fair value of a financial instrument on initial recognition is normally the transaction price – i.e. the fair value of the consideration given or received. If the Company determines that the fair value on initial recognition differs from the transaction price and the fair value is evidenced neither by a quoted price in an active market for an identical asset or liability nor based on a valuation technique for which any unobservable inputs are judged to be insignificant in relation to the measurement, then the financial instrument is initially measured at fair value, adjusted to defer the difference between the fair value on initial recognition and the transaction price. Subsequently, that difference is recognised in profit or loss on an appropriate basis over the life of the instrument but no later than when the valuation is wholly supported by observable market data or the transaction is closed out.


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Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows: - Level 1: quoted prices in active markets for identical assets or liabilities. - Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or

liability, either directly or indirectly. - Level 3: inputs for the asset or liability that are based on unobservable input. If the inputs used to measure the fair value of an asset or liability might be categorised in different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement. The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

(n) Revenue

Revenue is recognised when a customer obtains control of the services in an amount that reflects the consideration to which the Company expects to be entitled, excluding those amounts collected on behalf of third parties, value added tax and is after deduction of any trade discounts and volume rebates.

Rendering of services Service income is recognised as services are provided. The related costs are recognised in profit or loss when they are incurred.

(o) Other income

Other income comprises dividend, interest income and others. Dividend income is recognised in profit or loss on the date on which the Company’s right to receive payment is established.

(p) Interest

Accounting policies applicable from 1 January 2020 Effective Interest Rate (EIR) Interest income or expense is recognised using the effective interest method. The EIR is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to: - the gross carrying amount of the financial asset; or - the amortised cost of the financial liability.

In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-impaired) or to the amortised cost of the liability. However, for financial assets that have become credit-impaired subsequent to initial recognition, interest income is calculated by applying the effective interest rate to the amortised cost of the financial asset. If the asset is no longer credit-impaired, then the calculation of interest income reverts to the gross basis.

Accounting policies applicable before 1 January 2020 Interest income is recognised in profit or loss at the rate specified in the contract.


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Interest expenses and similar costs are charged to profit or loss for the period in which they are incurred, except to the extent that they are capitalised as being directly attributable to the acquisition, construction or production of an asset which necessarily takes a substantial periods of time to be prepared for its intended use or sale.

(q) Income tax

Income tax expense for the year comprises current and deferred tax. Current and deferred tax are recognised in profit or loss except to the extent that they relate to items recognised directly in equity or in other comprehensive income. Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The measurement of deferred tax reflects the tax consequences that would follow the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date. In determining the amount of current and deferred tax, the Company takes into account the impact of uncertain tax positions and whether additional taxes and interest may be due. The Company believes that its accruals for tax liabilities are adequate for all open tax years based on its assessment of many factors, including interpretations of tax law and prior experience. This assessment relies on estimates and assumptions and may involve a series of judgements about future events. New information may become available that causes the Company to change its judgement regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact tax expense in the period that such a determination is made.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously. A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised. Future taxable profits are determined based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary differences is insufficient to recognise a deferred tax asset in full, then future taxable profits, adjusted for reversals of existing temporary differences, are considered, based on the business plans for the Company. Deferred tax assets are reviewed at each reporting date and reduced to the extent that it is no longer probable that the related tax benefit will be realised.

(r) Earnings per share The Company presents basic earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period.


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(s) Related parties A related party is a person or entity that has direct or indirect control or joint control, or has significant influence over the financial and managerial decision-making of the Company; a person or entity that are under common control or under the same significant influence as the Company; or the Company has direct or indirect control or joint control or has significant influence over the financial and managerial decision-making of a person or entity.

(t) Segment reporting

Segment results that are reported to the Company’s CEO (the chief operating decision maker) include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

5 Impact of Covid-19 Outbreak

Due to the Covid-19 outbreak at the beginning of 2020, Thailand and many other countries have enacted several protective measures against the pandemic, e.g. the order to temporarily shut down operating facilities or reduce operating hours, social distancing, etc. The Company’s business was affected, resulting in a significant gradual decline in toll revenue up to reporting date. The management is continuously taking corrective actions to address this situation in order to lessen the impact on the Company’s assets and operations by adjusting the operating process, cutting expenditures, and to seek additional sources of fund to support the repayment of debts when due. This does not affect the service provided on the elevated toll road. At 31 December 2020, the situation of Covid-19 outbreak is still ongoing, resulting in estimation uncertainty on the potential impact, therefore, the Company elected to apply accounting guidance on temporary accounting relief measures for additional accounting options in response to impact from the situation of Covid-19 outbreak on the following:

(a) Impairment of assets

The Company elected to exclude the Covid-19 situation as impairment indicator for building improvements and equipment and toll road concession.

(b) Deferred income tax

The Company elected to exclude the factor of Covid-19 situation in considering sufficiency of future taxable profits to review the amount of deferred tax assets at 31 December 2020.

6 Related parties

Related parties that the Company had significant transactions with during the year were as follows:

Name of entities Country of

incorporation

Nature of relationships FWD General Insurance Public Company Limited (Formerly: Siam City Insurance Public Company Limited)

Thailand A common director

Kiatnakin Phatra Securities Public Company Limited (Formerly: Phatra Securities Public Company Limited)

Thailand A common director

Advance Finance Public Company Limited Thailand A common director Loxley Public Company Limited Thailand A common director MCOT Public Company Limited Thailand A common director


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The pricing policies for transactions with related parties are explained further below: Transactions Pricing policies Interest income At the rate of 1.75 - 3.75% per annum Purchase of goods and services Contractual price

Significant transactions for the years ended 31 December with related parties were as follows: Year ended 31 December 2020 2019 (in thousand Baht) Key management personnel Legal advisory fee 1,056 1,056 Key management personnel compensation

Short-term employee benefits 33,107 37,350 Post-employment benefits 1,782 4,977 Other long-term benefits 9 5 Total key management personnel compensation 34,898 42,332

Other related parties Interest income - 644 Purchase of goods and services 8,268 12,435

Balances as at 31 December with related parties were as follows: 2020 2019 (in thousand Baht) Other related parties Other current assets 1 - Other payables - 19

Significant agreement with related party Legal advisory fee The Company had entered into a legal advisory agreement with a related party. The agreement has effective period for one year ended 31 January 2020. Subsequently on 28 January 2020, the Company extended the effective date of the said agreement to be 31 January 2021. In this regards, the Company must pay a monthly advisory fee as specified in the agreement.

7 Cash and cash equivalents

2020 2019 (in thousand Baht) Cash on hand 9,030 11,094 Cash at banks - current accounts 54,590 4,605 Cash at banks - savings accounts 346,335 317,275 Highly liquid short-term investments - 50,000 Others 7,240 9,879 Total 417,195 392,853


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8 Building improvements and equipment

Furniture, fixtures and IT equipment Assets Building office Operating and under improvements equipment equipment Vehicles system construction Total (in thousand Baht) Cost At 1 January 2019 44,090 17,930 64,622 88,654 13,200 4,672 233,168 Additions - 1,531 1,037 87 - 11,434 14,089 Transfers - - 70 16,036 - (16,106) - Disposals - (330) (6,552) (12,400) - - (19,282) At 31 December 2019 and 1 January 2020 44,090 19,131 59,177 92,377 13,200 - 227,975 Additions - 1,723 381 - - - 2,104 Transfers - 8,850 - 3,460 - - 12,310 Disposals - (839) (1,891) (8,872) (13,200) - (24,802) At 31 December 2020 44,090 28,865 57,667 86,965 - - 217,587 Depreciation At 1 January 2019 22,342 12,658 55,284 75,412 13,200 - 178,896 Depreciation charge for the year 2,072 2,275 3,471 7,043 - - 14,861 Disposals - (325) (6,374) (12,395) - - (19,094) At 31 December 2019 and 1 January 2020 24,414 14,608 52,381 70,060 13,200 - 174,663 Depreciation charge for the year 1,978 2,720 3,197 7,356 - - 15,251 Disposals - (839) (1,877) (8,872) (13,200) - (24,788) At 31 December 2020 26,392 16,489 53,701 68,544 - - 165,126


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Furniture, fixtures and IT equipment Assets Building office Operating and under improvements equipment equipment Vehicles system construction Total (in thousand Baht) Net book value At 31 December 2019 19,676 4,523 6,796 22,317 - - 53,312 At 31 December 2020 17,698 12,376 3,966 18,421 - - 52,461

The gross amount of the Company’s fully depreciated building improvements and equipment that was still in use as at 31 December 2020 amounted to Baht 128.61 million (2019: Baht 137.15 million).


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9 Toll road concession Toll road Assets under concession construction Total (in thousand Baht) Cost At 1 January 2019 15,058,337 - 15,058,337 Additions - 818 818 At 31 December 2019 and 1 January 2020 15,058,337 818 15,059,155 Additions - 1,426 1,426 Disposals - (2,244) (2,244) At 31 December 2020 15,058,337 - 15,058,337 Amortisation At 1 January 2019 4,660,371 - 4,660,371 Amortisation for the year 474,068 - 474,068 At 31 December 2019 and 1 January 2020 5,134,439 - 5,134,439 Amortisation for the year 315,790 - 315,790 At 31 December 2020 5,450,229 - 5,450,229 Net book value At 31 December 2019 9,923,898 818 9,924,716 At 31 December 2020 9,608,108 - 9,608,108 Assumptions to estimate throughout the concession period

The Company had estimated traffic volume after the current year to the remaining years of the concession agreement by independent experts to calculate the amortisation expenses based on Unit-of-production method. The main assumptions for the estimation consist of;

• Socio-Economic Assumptions included Inflation, Gross Domestic Product, Perceived Value of

Time, Vehicle Operating Cost • Land use Assumptions i.e. the Bangkok Metropolitan Region land use, expanded area land use

forecasts • The highway network assumption and future road assumption • Future toll rates for various highways in Bangkok Metropolitan Region • Mass rapid transit development and implementation assumption • Airport Traffic Assumptions and the growth assumptions of cargo


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10 Interest-bearing liabilities

2020 2019 (in thousand Baht) Unsecured Short-term loans from financial institutions 558,340 1,599,606 Debentures - 1,639,290 Long-term loans from financial institutions 1,596,797 - Lease liabilities 19,793 - Total interest-bearing liabilities 2,174,930 3,238,896

Short-term loans from financial institutions

As at 31 December 2020, the Company had short-term loans with local financial institutions in the form of, (a) 3 month promissory note amount of Baht 58.34 million which bears interest rate at 2.40% per

annum, interest is monthly payable.

(b) 3 month promissory note amount of Baht 50 million which bears interest at 2.15% per annum. Interest is monthly payable.

(c) 3 month promissory note amount of Baht 300 million which bears interest rate at 2.08% per annum, interest is payable in full at maturity date.

(d) On 17 June 2020 and 6 August 2020, the Company entered into credit facility agreements for

promissory note with local financial institutions of Baht 100 million and Baht 150 million, respectively. On 25 December 2020 and 30 December 2020, the Company had drawn down the new credit facilities for 3 month promissory notes of Baht 50 million and Baht 100 million, respectively, with interest at 2.50% per annum and 2.63% per annum, respectively. Interest is monthly payable.

Long-term loans from financial institutions On 6 August 2020, the Company entered into a long-term loan agreement with local financial institutions to obtain credit facilities amount of Baht 1,100 million. The Company has drawdown the loan on 25 December 2020, which bears interest rate at 3 month BIBOR+2.25% per annum, interest is monthly payable. The loan is repayable in monthly installments of Baht 45.83 million from drawdown date. On 20 August 2020, the Company entered into a long-term loan agreement with local financial institutions to obtain credit facilities amount of Baht 500 million. The Company has drawdown the loan on 25 November 2020, which bears interest rate at MLR-3.875% per annum, interest is monthly payable. The loan is repayable in quarterly installments of Baht 62.5 million from drawdown date. Under the loan agreements, the Company has to comply with certain covenants and restrictions e.g. financial ratio. As at 31 December 2020, the Company had unutilised credit facilities totalling Baht 350 million (2019: Baht 550 million).


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Changes in liabilities arising from financing activities

Short-term loans from financial

institutions

Long-term loans from financial

institutions

Lease liabilities

Debentures

Total 2020 (in thousand Baht) At 1 January 1,599,606 1,639,290 - 21,280 3,260,176 Changes from financing cash flows

(1,041,660)

(1,640,000)

1,596,750

(8,334)

(1,093,244)

Amortisation of front-end fee 394 710 47 - 1,151 New leases - - - 6,847 6,847 At 31 December 558,340 - 1,596,797 19,793 2,174,930

2019 At 1 January 1,822,157 2,738,206 - - 4,560,363 Changes from financing cash flows

(222,657)

(1,100,000)

-

-

(1,322,657)

Amortisation of front-end fee 106 1,084 - - 1,190 At 31 December 1,599,606 1,639,290 - - 3,238,896

11 Non-current provisions for employee benefits 2020 2019 (in thousand Baht) Defined benefit plan 99,345 83,316 Other long-term employee benefits 8,619 5,270 Total 107,964 88,586

Compensation plan based on Thai Labor law The Company operates a defined benefit plan based on the requirement of Thai Labour Protection Act B.E 2541 (1998) to provide retirement benefits to employees based on pensionable remuneration and length of service. The defined benefit plans expose the Company to actuarial risks, such as longevity risk, interest rate risk and market (investment) risk.

Present value of the defined benefit obligations 2020 2019

(in thousand Baht) At 1 January 83,316 57,776 Include in profit or loss: Current service cost 9,426 6,762 Past service cost - 17,864 Interest on obligation 1,415 2,004 10,841 26,630 Included in other comprehensive income Actuarial loss 8,570 - Other Benefit paid (3,382) (1,090) At 31 December 99,345 83,316


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Other long-term employee benefits Present value of the other long-term employee benefits 2020 2019

(in thousand Baht) At 1 January 5,270 4,731 Include in profit or loss: Current service cost 955 586 Interest on obligation 130 133 1,085 719 Included in other comprehensive income Actuarial loss 3,189 - Other Benefit paid (925) (180) At 31 December 8,619 5,270 Principal actuarial assumptions 2020 2019 (%) Discount rate 1.54 2.8 Future salary growth 5.0 5.0 Employee turnover 3.0 - 23.0 2.0 - 22.0 Assumptions regarding future mortality have been based on published statistics and mortality tables. At 31 December 2020, the weighted-average duration of the defined benefit obligation was 17.57 years (2019: 17.45 years).

Sensitivity analysis

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown below.

Effect to the defined benefit obligation 1% Increase in assumption 1% Decrease in assumption At 31 December 2020 2019 2020 2019 (in thousand Baht) Discount rate (9,508) (7,941) 11,030 9,188 Future salary growth 10,450 9,705 (9,226) (8,519) Employee turnover (9,874) (8,327) 3,226 2,674 Future mortality (535) (453) 531 456

Effect to the other long-term employee benefits 1% Increase in assumption 1% Decrease in assumption At 31 December 2020 2019 2020 2019 (in thousand Baht) Discount rate (520) (348) 581 384 Employee turnover (510) (342) 372 228


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12 Provision for maintenance of toll road

2020 2019 (in thousand Baht)

At 1 January 453,829 343,458 Provisions made 194,092 197,421 Provisions used (106,996) (87,050) At 31 December 540,925 453,829 At 31 December Current 378,689 348,984 Non-current 162,236 104,845 Total 540,925 453,829 Provisions for maintenance of tollway road is in line with the terms of the concession agreement relating to the maintenance of toll road. Assumptions of provision for maintenance of toll road The following were the principal assumptions at the reporting date. 2020 2019 (%) Discount rate 0.47 - 2.92 1.36 - 3.22

13 Share capital

2020 2019

Par value per share Number Baht Number Baht

(in Baht) (million shares / million Baht) Authorised At 1 January - ordinary shares 5.2 1,181 6,142 1,041 5,414 Increase of new shares 5.2 - - 140 728 At 31 December - ordinary shares 5.2 1,181 6,142 1,181 6,142 Issued and paid-up At 1 January - ordinary shares 5.2 1,041 5,414 1,041 5,414 At 31 December - ordinary shares 5.2 1,041 5,414 1,041 5,414

Increase of authorised share capital

At the extraordinary meeting of the shareholders of the Company held on 18 January 2019, the shareholders approved a resolution of authorised share capital increase of Baht 728 million from authorised share capital of Baht 5,414 million (1,041,232,800 shares with a Baht 5.2 par value) to Baht 6,142 million (1,181,232,800 shares with a Baht 5.2 par value). The Company registered the increase in authorised share capital with the Ministry of Commerce on 30 January 2019.


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14 Reserves Reserves comprise: Appropriations of profit and/or retained earnings Legal reserve Section 116 of the Public Companies Act B.E. 2535 requires that a public company shall allocate not less than 5% of its annual net profit, less any accumulated losses brought forward (if any), to a reserve account (“Legal reserve”), until this account reaches an amount not less than 10% of the registered authorised capital. The legal reserve is not available for dividend distribution. Other components of equity Fair value reserve of 2020 The fair value reserve comprise the cumulative net change in the fair value of equity securities designated at FVOCI. Fair value reserve of 2019 The fair value changes in available-for-sale investments comprises the cumulative net change in the fair value of available-for-sale investments until the investments are derecognised or impaired.

15 Segment information and disaggregation of revenue

The Company operates in a single line of business as providing the elevated toll road service from Din Daeng to National Memorial Monument, therefore, management considers that the Company has only one reportable segment and the timing of revenue recognition is at a point in time.

16 Employee benefit expenses 2020 2019 (in thousand Baht) Wages and salaries 230,016 258,839 Defined benefits plans 10,841 26,630 Defined contribution plans 6,835 6,763 Others 27,301 32,773 Total 274,993 325,005 Defined contribution plans The defined contribution plans comprise provident funds established by the Company for its employees. Membership to the funds is on a voluntary basis. Contributions are made monthly by the employees at rates of 2% to 15% of their basic salaries and by the Company at rate of 5.5% of the employees’ basic salaries. The provident funds are registered with the Ministry of Finance as juristic entities and are managed by a licensed Fund Manager.


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17 Expenses by nature

Note 2020 2019 (in thousand Baht) Amortisation of toll road concession 9 315,790 474,068 Employee benefit expenses 16 274,993 325,005 Repair and maintenance expenses 215,145 221,631 Professional fee 46,217 63,471 Depreciation and amortisation 25,781 16,782 Utility expenses 21,977 21,846 Security expenses 21,245 22,096 Marketing expenses 17,090 17,860 Property tax and other tax expenses 5,515 18,407 Lease-related expenses (2019: Lease payment) 2,816 10,751 Others 20,500 52,263 Total cost of toll road operations, distribution costs and administrative expenses

967,069

1,244,180

18 Income tax

Income tax recognised in profit or loss 2020 2019 (in thousand Baht) Current tax expenses Current year 209,890 359,037 Under provided in prior years 24 455 209,914 359,492 Deferred tax expense Movements in temporary differences (12,055) (69,001) Total income tax expense 197,859 290,491

2020 2019 Income tax recognised in other comprehensive Before Tax Net of Before Tax Net of income tax benefit tax tax benefit tax (in thousand Baht) Net change in financial assets at FVOCI (2019: net change in fair value of available-for-sale investments)

(921)

185

(736) (7,116) 1,423 (5,693) Defined benefit plan actuarial losses

(11,758)

2,351

(9,407) - - -

Total (12,679) 2,536 (10,143) (7,116) 1,423 (5,693)

Reconciliation of effective tax rate 2020 2019 Rate (in thousand Rate (in thousand (%) Baht) (%) Baht) Profit before income tax expense 989,293 1,449,089 Income tax using the Thai corporation tax rate

20.00

197,859

20.00

289,818

Expenses not deductible for tax purposes 942 1,061 Additional expenses for tax purposes (966) (843) Under provided in prior years 24 455 Total 20.00 197,859 20.05 290,491


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Deferred tax at 31 December 2020 2019 (in thousand Baht) Deferred tax assets 287,484 273,035 Deferred tax liabilities - (142) Net deferred tax assets 287,484 272,893 (Charged) / credited to: At Other At 1 January comprehensive 31 December Deferred tax 2020 Profit or loss income 2020 (in thousand Baht) Deferred tax assets Fair value changes in financial assets measured at FVOCI

-

-

185

185

Provisions 90,766 6,910 - 97,676 Employee benefit obligations 17,718 1,523 2,351 21,592 Toll road concession 163,995 3,812 - 167,807 Others 556 (332) - 224 Total 273,035 11,913 2,536 287,484 Deferred tax liabilities Others (142) 142 - - Total (142) 142 - - Net 272,893 12,055 2,536 287,484

(Charged) / credited to: At Other At 1 January comprehensive 31 December Deferred tax 2019 Profit or loss income 2019 (in thousand Baht) Deferred tax assets Provisions 68,692 22,074 - 90,766 Employee benefit obligations 12,502 5,216 - 17,718 Toll road concession 122,169 41,826 - 163,995 Others 888 (332) - 556 Total 204,251 68,784 - 273,035 Deferred tax liabilities Fair value changes in available-for-

sale investments

(1,423)

-

1,423

- Others (359) 217 - (142) Total (1,782) 217 1,423 (142) Net 202,469 69,001 1,423 272,893


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19 Basic earnings per share 2020 2019

(in thousand Baht / thousand shares) Profit attributable to ordinary shareholders of the Company (basic) 791,433 1,158,598 Number of ordinary shares outstanding 1,041,233 1,041,233 Earnings per share (basic) (in Baht) 0.76 1.11

20 Dividends

At the annual general meeting of the shareholders for 2020 held on 26 August 2020, the shareholders approved the appropriation of the dividend from the operational result of 2019 of Baht 0.30 per share, amounting to Baht 312.37 million. As the Company had already made dividend payment from its operational result of 2019 in December 2019 and January 2020 of Baht 0.15 per share, totaling Baht 156.19 million. The Company paid the remaining dividend for its operational result of 2019 to the shareholders of Baht 0.15 per share, amounting to Baht 156.18 million, on 22 September 2020. At the board of directors meeting held on 12 November 2019, the board of directors approved the interim dividend payment from its operational results for the year 2019 of Baht 0.15 per share, amounting to Baht 156.19 million. The Company paid the dividend to the shareholders in amount of Baht 152.08 million and Baht 4.11 million in December 2019 and January 2020, respectively. At the annual general meeting of the shareholders for 2019 held on 25 April 2019, the shareholders approved the appropriation of the dividend from the operational result of 2018 of Baht 1.24 per share, amounting to Baht 1,293.53 million. As the Company had made the interim dividend payment from its operational result for the first nine months of 2018 in September and December 2018 of Baht 0.25 per share and Baht 0.74 per share, amounting to Baht 260.30 million and Baht 772.91 million, respectively. The Company paid the remaining dividend to the shareholders of Baht 0.25 per share, amounting to Baht 260.30 million in May 2019.

21 Financial instruments

(a) Carrying amounts and fair values The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities measured at amortised cost if the carrying amount is a reasonable approximation of fair value.

Carrying amount Fair value

At 31 December 2020

Financial instruments measured at

FVOCI


amortised cost Level 1 Level 2 Level 3 Total (in thousand Baht) Financial assets Current investments

- Debentures - 70,000 - 70,225 - 70,225 Long-term investment

- Debentures 48,500 - - 48,500 - 48,500 - Equity securities - 100,000 - 102,620 - 102,620


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Carrying amount Fair value

At 31 December 2020


FVOCI


amortised cost Level 1 Level 2 Level 3 Total (in thousand Baht) Financial liabilities Short-term loans from financial institutions

- (558,340) - (557,612) - (557,612)

Long-term loans from financial institutions

- (1,596,797) - (1,594,142) - (1,594,142)

Carrying amount

Fair value

Level 1 Level 2 Level 3 Total (in thousand Baht) 31 December 2019 Financial assets and financial

liabilities not measured at fair value

Bills of exchange held-to-maturity mature within one year 200,000 - 199,961 - 199,961

Debentures held-to-maturity mature within one year

45,000 -

45,000 -

45,000

Debentures held-to-maturity 170,000 - 174,171 - 174,171 Short-term loans from financial institutions (1,599,606) - (1,597,314) - (1,597,314) Current portion of debentures (1,639,290) - (1,672,972) - (1,672,972)

Financial instruments measured at fair value Type Valuation technique Investments in marketable unit trusts classified as financial assets measured at FVOCI

The net asset value as of the reporting date.

Financial instruments not measured at fair value Type Valuation technique Bills of exchange Discounted cash flows Debentures the Debt securities Yield Curve for the same period is

used, adjusted by an appropriate risk premium. Short-term loans from financial institutions Discounted cash flows Long-term loans from financial institutions Discounted cash flows


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(b) Movement of marketable equity and debt securities Marketable equity and debt securities

At 1 January Purchase Disposal

Fair value adjustment Transfer

At 31 December

(in thousand Baht) 2020 Current investments Bills of exchange measured at amortised cost

200,000

300,000 (500,000) - - -

Debentures measured at amortised cost

45,000

- (45,000) - 70,000 70,000

Total 245,000 300,000 (545,000) - 70,000 70,000 Long-term investments Equity securities measured at FVOCI

-

49,421 - (921) - 48,500

Debentures measured at amortised cost

170,000

- - - (70,000) 100,000

Total 170,000 49,421 - (921) (70,000) 148,500 2019 Current investments Bills of exchange held-to- maturity mature within one year

30,000

600,000

(430,000)

-

-

200,000 Debentures held-to- maturity mature within one year

13,000

-

(13,000)

-

45,000

45,000 Total 43,000 600,000 (443,000) - 45,000 245,000 Long-term investments Equity securities available- for-sale

353,357

-

(353,357)

-

-

-

Debentures held-to- maturity

215,000

-

-

-

(45,000)

170,000

Total 568,357 - (353,357) - (45,000) 170,000

(c) Financial risk management policies Risk management framework The Company’s board of directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The board of directors has established the risk management committee, which is responsible for developing and monitoring the Company’s risk management policies. The committee reports regularly to the board of directors on its activities. The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.


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The Company audit committee oversees how management monitors compliance with the Company’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The Company audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee. (c.1) Credit risk Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers and investments in debt securities. (c.1.1) Investment in debt securities

The Company limits its exposure to credit risk by investing only in liquid debt securities and only with counterparties that have a credit rating of at least BBB+ from globally accepted rating agencies. The Company monitors changes in credit risk by tracking published external credit ratings. To determine whether published ratings remain up to date and to assess whether there has been a significant increase in credit risk at the reporting date that has not been reflected in published ratings, the Company supplements this by reviewing changes in bond yields and regulatory information about debtors.

(c.1.2) Cash and cash equivalent and derivatives

The Company’s exposure to credit risk arising from cash and cash equivalents is limited because the counterparties are banks and financial institutions for which the Company considers to have low credit risk.

(c.2) Liquidity risk

The Company monitors its liquidity risk and maintains a level of cash and cash equivalents deemed adequate by management to finance the Company’s operations and to mitigate the effects of fluctuations in cash flows. The following table are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted and include contractual interest payments and exclude the impact of netting agreements. Contractual cash flows

At 31 December 2020 Carrying amount

1 year or less

More than 1 year but less than 2 years

More than 2 years but less than 5 years Total

(in thousand Baht) Non-derivative financial liabilities

Short-term loans from financial institutions

558,340

560,651

-

-

560,651

Long-term loans from financial institutions

1,596,797

844,535

795,725

-

1,640,260

Lease liabilities 19,793 9,187 4,889 7,065 21,141 Total 2,174,930 1,414,373 800,614 7,065 2,222,052


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Maturity period

At 31 December

Effective interest

rate Within 1

year

After 1 year but within 5

years Total (% per annum) (in thousand Baht) 2019 Financial assets Bills of exchange held-to-maturity mature within one year 1.38 - 1.43 200,000 - 200,000 Debentures held-to-maturity mature within one year 4.51 45,000 - 45,000 Debentures held-to-maturity 1.64 - 2.90 - 170,000 170,000 Total 245,000 170,000 415,000 Financial liabilities Short-term loans from financial institutions 2.37 - 2.91 1,599,606 - 1,599,606 Current portion of debentures 2.67 - 2.70 1,639,290 - 1,639,290 Total 3,238,896 - 3,238,896 (c.3) Market risk The Company is exposed to normal business risks from changes in market interest rates and currency exchange rates and from non-performance of contractual obligations by counterparties. The Company does not hold or issue derivatives for speculative or trading purposes.

Interest rate risk Interest rate risk is the risk that future movements in market interest rates will affect the results of the Company’s operations and its cash flows because loan interest rates are mainly fixed. The Company is primarily exposed to interest rate risk from long-term loans (see note 10). The Company mitigates this risk by ensuring that the majority of its borrowings are at fixed interest rates. Exposure to interest rate risk at 31 December 2020 2019 (in thousand Baht) Financial instruments with fixed interest rates Current investments - debentures 70,000 45,000 Long-term investments - debentures 100,000 170,000 Short-term loans from financial institutions (558,340) (1,599,606) (388,340) (1,384,606) Financial instruments with variable interest rates Long-term loans from financial institutions (1,596,797) - (1,596,797) -

22 Capital management

The Board of Directors’ policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Board monitors the return on capital, which the Company defines as result from operating activities divided by total shareholders’ equity and also monitors the level of dividends to ordinary shareholders.


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23 Commitments with non-related parties

2020 2019 (in thousand Baht) Other commitments Short-term lease commitments 2,475 - Bank guarantee 1,040 1,040 Hire of construction and traffic control systems agreement 86,014 182,628 Hire of toll collection systems improvement 290,700 323,000 Others 47,160 58,428 Total 427,389 565,096 Short-term lease commitments

As at 31 December 2020, the Company had a car parking space rental agreement for a period of 1 year, expiring in November 2021.

Hire of construction and traffic control systems agreement

On 15 December 2016, the Company entered into hire of construction and traffic control systems agreement with consortiums for a period of two years expiring in December 2018. Subsequently, the Company has entered into an amendment agreement to increase the scope of work and extend the agreement expiry date to September 2020. As at 31 December 2020, the construction has been completed and is currently in the inspection and handover phase to the Company.

Hire of toll collection systems improvement On 27 December 2019, the Company entered into hire of toll collection systems improvement agreement with consortiums for a period of 16 months expiring in April 2021.

24 Lawsuits On 18 November 2009, a Plaintiff filed a lawsuit against the Company and three other Defendants with the Supreme Administrative Court. The Plaintiff claimed that the Company’s notification for toll rate adjustment with effect from 22 December 2009 to 21 December 2014 did not strictly adjust the toll rate in accordance with the Tollway Concession Agreement, and that the Cabinet's resolutions dated 11 April 2006 and 10 April 2007, which approved the draft Memorandum of Agreement Amending the Tollway Concession Agreement on Highway No. 31 Vibhavadi Rangsit Road, Din Daeng - Don Muang Section No. 3/2550 (the Tollway Concession Agreement), were unlawful because they created unreasonable burden on the Plaintiff and the general public using the Don Muang Tollway. The Supreme Administrative Court considered such case to be under the competent jurisdiction of the Administrative Court of First Instance (the Central Administrative Court) and, as such, forwarded the case to the Central Administrative Court for trial.


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The Central Administrative Court determined the Plaintiff's complaint and only accepted the matter regarding the claim for a revocation of the Cabinet’s resolutions dated 11 April 2006 and 10 April 2007. The Central Administrative Court later issued an order of joinder, directing this case to be tried together with another administrative case, in which there are 21 other Plaintiffs claiming against four other Defendants, excluding the Company. On 18 August 2015, the Central Administrative Court gave a judgment permitting the revocation of the Cabinet’s resolutions dated 11 April 2006 and 10 April 2007 and dismissed the claim against the Company and certain other Defendants. On 17 September 2015, the Company submitted the appeal to the Supreme Administrative Court against the Central Administrative Court’s judgement to revoke the Cabinet’s resolutions. Each Defendant also submitted its appeal to the Supreme Administrative Court. Subsequently, the Supreme Administrative Court accepted the appeals. At present, the cases are pending consideration of the Supreme Administrative Court. On 20 December 2019, the 21 Plaintiffs submitted a petition to the Supreme Administrative requesting the court to issue an order to the Company to temporarily cease the adjustment and collection of new toll rates with effect from 22 December 2019 to 21 December 2024, in accordance to the Memorandum of Agreement Amending the Tollway Concession Agreement No. 3/2550 until the case is final. The Supreme Administrative court ruled on 27 December 2019 that elevated Don Muang Tollway is only one of several options for road users. Therefore, there were insufficient reasons for the court to order the Company to cease the adjustment and collection of new toll rates. The Supreme Administrative Court dismissed the petition of the 21 Plaintiffs. The management believes that this case will have no impact on the Company because the Company believes that the Cabinet resolutions were lawful and the toll adjustment was in accordance with the Memorandum of Agreement Amending the Tollway Concession Agreement No. 3/2550. The Supreme Administrative Court once adjudged a lawsuit against the Company in relation to the toll adjustment announcement effective from 22 December 2007 to 21 December 2009 under the Memorandum of Agreement Amending the Tollway Concession Agreement No. 3/2550 that the memorandum was lawful and in accordance with the agreement. In addition, the Supreme Administrative Court adjudged in another case concerning an adjustment of the toll fee effective from 22 December 2009 to 21 December 2014 under the Memorandum of Agreement Amending the Tollway Concession Agreement No. 3/2550 that the memorandum was lawful in accordance with the agreement. The Company has recorded any entries in the financial statements and the outcome of the said case is uncertain.

Don Muang Tollway Public Company Limited

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