Informasi Keuangan Pro Forma Tidak Diaudit 31 Desember 2021 Dan 30 November 2022

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following tables present the unaudited pro forma condensed combined statements of profit or loss for the PT Merdeka Battery
Materials (the "Company" or "Issuer"), PT Merdeka Industri Mineral ("MIN"), PT Bukit Smelter Indonesia ("BSI"), PT Cahaya
Smelter Indonesia ("CSI") and PT Zhao Hui Nickel ("ZHN") (the “Relevant Entities”) based on the standalone financial
statements of the Issuer, adjusted to give pro forma effect to the Significant Acquisitions, as if they occurred as of January 1,
2021, for the purpose of the unaudited pro forma condensed combined statements of profit or loss of the Relevant Entities for the
year ended December 31, 2021 and the eleven-month period ended November 30, 2022. The unaudited pro forma condensed
combined financial information does not reflect the impact of the Offering,
This unaudited pro forma condensed combined financial information should be read in conjunction with the MBM Audited
Consolidated Financial Statements, MIN Audited Consolidated Financial Statements, BSI Audited Standalone Financial
Statements, CSI Audited Standalone Financial Statements and ZHN Audited Standalone Financial Statements and the notes
thereto as attached in the relevant Registration Document and/or Prospectus and/or Offering Circular. The unaudited pro forma
condensed combined statement of profit or loss of the Relevant Entities for the year ended December 31, 2021 and the eleven-
month period ended November 30, 2022 was derived from the audited standalone financial statements of the Issuer, the MIN
Consolidated Financial Statements, the BSI Standalone Financial Statements, the CSI Standalone Financial Statements and the
ZHN Standalone Financial Statements, each prepared in compliance with IFAS.
The unaudited pro forma condensed combined statements of profit or loss have not been prepared in accordance with the
requirements of Article 11 of Regulation S-X under the U.S. Exchange Act.
The pro forma adjustments are based upon available information and certain assumptions that MBM believes are reasonable
under the circumstances. The unaudited pro forma condensed combined financial information does not purport to represent what
the results of operations and financial position of the Relevant Entities would actually have been had the Significant Acquisitions,
in fact occurred as of January 1, 2021, and they do not purport to project the results of operations of the Relevant Entities for any
future period or date.
Unaudited Pro Forma Condensed Combined Statement of Profit or Loss

For the year ended December 31, 2021

(Expressed in US Dollars, unless otherwise stated)


Other pro
forma
adjustments
of MIN, BSI Pro forma
and CSI Pro forma combined –
acquisitions combined – Issuer, MIN,
Pro forma (Notes 5b, 5c Issuer, MIN, BSI, CSI,
Historical combined – Historical and 5d) BSI and CSI Historical and ZHN
Issuer and
Issuer MIN MIN BSI CSI ZHN
Revenue ............................................. - - - 308,905,267 318,804,010 - 627,709,277 - 627,709,277
Cost of revenue.................................. - - - (215,748,856) (218,622,952) - (434,371,808) - (434,371,808)
Gross profit........................................ - - - 93,156,411 100,181,058 - 193,337,469 - 193,337,469
Operating expenses:
Selling and marketing expenses ........ - - - (108,950) (105,791) - (214,741) - (214,741)
General and administrative expenses. (5,383) (1,679,946) (1,685,329) (1,008,503) (1,049,793) - (3,743,625_ (30,968) (3,774,593)
Operating profit/(loss) ...................... (5,383) (1,679,946) (1,685,329) 92,038,958 99,025,474 - 189,379,103 (30,968) 189,348,135
Finance income ................................. 149 4,691 4,840 27,767 46,204 - 78,811 1,005 79,816
Finance costs ..................................... - (1,092,692) (1,092,692) (185) (139) - (1,093,016) - (1,093,016)
Share in net profit of associates ......... - 73,864,309 73,864,309 - - (73,864,309) - - -
Other income/(expenses) - net ........... 21,308 (58,195) (36,887) (1,740,862) (678,976) 19,328,989 16,872,264 74,377 16,946,641
Profit before income tax .................... 16,074 71,038,167 71,054,241 90,325,678 98,392,563 (54,535,320) 205,237,162 44,414 205,281,576
Income tax (expense)/benefit............. - - - (5,402) 2,030 - (3,372) (9,571) (12,943)
Profit for the period/year ................ 16,074 205,268,633
Profit for the period/year
attributable to:
Owners of the parent entity ............... 16,074 111,532,874
Non-controlling interests ................... - 93,735,759
Total.................................................. 16,074 205,268,633

Earnings per share attributable to


owners of the parent entity:
(Note 6)
- Basic/Diluted................................... 0.0006 0.0022
Unaudited Pro Forma Condensed Combined Statement of Profit or Loss

For the eleven-month period ended November 30, 2022

(Expressed in US Dollars, unless otherwise stated)

Profit or loss of
BSI and CSI
Profit or loss of from Other pro forma Profit or loss of
MIN from January 1, 2022 adjustments of ZHN from Pro forma
January 1, 2022 to acquisition MIN, BSI and Pro forma January 1, 2022 combined –
to acquisition Pro forma date CSI acquisitions combined – to acquisition Issuer, MIN,
date combined - (Note 5.a.2 and (Notes 5.b, 5.c Issuer, MIN, BSI date BSI, CSI and
Historical Issuer (Note 5.a.1) Issuer and MIN 5.a.3) and 5.d) and CSI (Note 5.a.4) ZHN
Revenue ................................................... 394,132,171 - 394,132,171 198,277,615 - 592,409,786 - 592,409,786
Cost of revenue ....................................... (352,031,584) - (352,031,584) (143,787,450) - (495,819,034) - (495,819,034)
Gross profit ............................................. 42,100,587 - 42,100,587 54,490,165 - 96,590,752 - 96,590,752
Operating expenses:
Selling and marketing expenses ............... (114,153) - (114,153) (38,294) - (152,447) - (152,447)
General and administrative expenses ....... (12,992,752) (931,959) (13,924,711) (177,652) - (14,102,363) (24,952) (14,127,315)
Operating profit/(loss) ............................. 28,993,682 (931,959) 28,061,723 54,274,219 - 82,335,942 (24,952) 82,310,990
Finance income ........................................ 181,376 5,078 186,454 22,424 - 208,878 3,051 211,929
Finance costs............................................ 15,554,075 (244,482) (15,798,557) (6,907,204) - (22,705,761) - (22,705,761)
Share in net profit/(loss) of associates ..... 853,698 15,908,815 16,762,513 - (16,766,191) (3,678) - (3,678)
Other income/(expenses) - net ................. 22,192,777 (130,706) 22,062,071 (3,552,491) (19,328,989) (819,409) 42,428 (776,981)
Profit/(loss) before income tax................. 36,667,458 14,606,746 51,274,204 43,836,948 (36,095,180) 59,015,972 20,527 59,036,499
Income tax expense.................................. 105,285 - 105,285 - - 105,285 - 105,285
Profit/(loss) for the period ..................... 36,772,743 14,606,746 51,379,489 43,836,948 (36,095,180) 59,121,257 20,527 59,141,784
Profit for the period/year attributable
to:
Owners of the parent entity ...................... 22,967,153 23,869,395
Non-controlling interests ......................... 13,805,590 35,272,389
Total ........................................................ 36,772,743 59,141,784

Earnings per share attributable to


owners of the parent entity: (Note 6)
- Basic/Diluted ......................................... 0.0005 0.0005
NOTES TO PT MERDEKA BATTERY MATERIALS UNAUDITED PRO FORMA CONDENSED COMBINED
STATEMENT OF PROFIT OR LOSS

(Expressed in US Dollars, unless otherwise stated)

Note 1: Basis of Presentation

The following unaudited pro forma condensed combined statement of profit or loss gives effect to the acquisition of the following
entities by PT Merdeka Battery Materials Tbk (the “Company” or “Issuer”):
1. PT Merdeka Industri Mineral (formerly PT J&P Indonesia) and subsidiaries (“MIN”);
2. PT Bukit Smelter Indonesia (“BSI”);
3. PT Cahaya Smelter Indonesia (“CSI”); and
4. PT Zhao Hui Nickel (“ZHN”). Collectively, they are referred to as “Acquired Entities”.

The unaudited pro forma condensed combined statement of profit or loss for the year ended December 31, 2021 gives pro forma
effect to the acquisition of Acquired Entities by the Company as if the transactions were consummated on January 1, 2021. The
information included in the unaudited pro forma condensed combined statement of profit or loss for the year ended December 31,
2021 includes the condensed consolidated statements of profit or loss of the Company and MIN for the year ended December 31,
2021, which were derived from their respective audited consolidated statements of profit or loss for the year ended December 31,
2021. The information included in the unaudited pro forma condensed combined statement of profit or loss for the year ended
December 31, 2021 includes the condensed statements of profit or loss of BSI, CSI and ZHN for the year ended December 31, 2021,
which were derived from their respective audited statements of profit or loss for the year ended December 31, 2021.
The unaudited pro forma condensed combined statement of profit or loss for the eleven-month period ended November 30, 2022
gives pro forma effect to the acquisition of Acquired Entities by the Company as if the transactions were consummated on January
1, 2021. The information included in the unaudited pro forma condensed combined statement of profit or loss for the eleven-month
period ended November 30, 2022 includes the consolidated statements of profit or loss of the Company for the eleven-month period
ended November 30, 2022, which were derived from the unaudited consolidated statements of profit or loss for the eleven-month
period ended November 30, 2022.
The business combinations were accounted for under the acquisition method of accounting in accordance with Statement of
Financial Accounting Standards (“SFAS”) 22, Business Combinations. The Issuer has therefore estimated the fair values of the
Acquired Entities’ assets acquired and liabilities assumed.
Note 2: MIN acquisition
Based on Conditional Shares Sale and Purchase Agreement between PT Jcorp Cahaya Semesta (“JCS”) (the seller), PT Sumber
Anugerah Internasional (“SAI”) (the seller), Teguh Boentoro (the seller), PT Prima Cahaya Bersama (the buyer), PT Merdeka
Energi Industri (formerly PT JCorps Industri Mineral) (“MED”) and MIN dated December 28, 2021 which has been amended and
novated with Amendment and Novation Agreement between the parties and the Company (the buyer) dated March 17, 2022, the
Company acquired: i) 95.30% interests in MIN, which at that time owned 28.40% interests in BSI and 49% interests in CSI; and ii)
100% interests in MED with total transaction value totalling to Rp.9,562,787.9 million (equivalent to US$667.9 million). The
transaction price is partially paid through cash amounting to Rp.8,880,378.2 million (equivalent to US$620.2 million) and the
remaining of Rp.682,409.8 million (equivalent to US$47.6 million) is retention amount, less 50% of the amounts of all non-disputed
claims under the indemnity as at March 24, 2023 is due to JCS and SAI on May 31, 2023. Based on Notarial Deeds No. 61 and 62
of Humberg Lie, S.H., S.E., M.Kn., Notary in North Jakarta, dated March 24, 2022, the acquisitions have been accepted by Minister
of Law and Human Rights of the Republic of Indonesia in Notification Receipt of Amendment of Company Data No. AHU-
AH.01.03-0200140 and No. AHU-AH.01.03-0200160, both dated March 24, 2022. Thus, the Company effectively controlled MIN
and MED and consolidated MIN and MED in the Company’s consolidated financial statements since that date.
Based on Shares Sales and Purchase Agreements dated June 29, 2022 between the Company with MEN and the Company with PT
Integra Prime Energy, former shareholder of MIN, the Company further purchased 67,431,664 shares of MIN, representing 4.70%
interest in MIN, with total transaction price of Rp.499,227.8 million (equivalent to US$33.6 million). These sales and purchase
agreements have been notarised by Notarial Deeds No. 92 and 93 of Darmawan Tjoa, S.H., S.E., Notary in Jakarta, dated June 30,
2022. The Statement of Circular Decision of Shareholders in lieu of the Extraordinary General Meeting of Shareholders has been
notarised by Notarial Deed No. 91 of Darmawan Tjoa, S.H., S.E., Notary in Jakarta, dated June 29, 2022, which has been notified
to and accepted by Minister of Law and Human Rights of the Republic of Indonesia in Notification Receipt of Amendment of
Company Data No. AHU-AH.01.09-0027657 dated June 30, 2022. Thus, the Company effectively owned 100% interest in MIN.
MED is not considered as a significant subsidiary and therefore the Group does not present the pro forma statement of profit or
loss for MED as if the acquisition of MED was consummated on January 1, 2021. The statement of profit or loss of MED from the
date of acquisition until November 30, 2022 has been included in the condensed consolidated statement of profit or loss of the
Company for the eleven-month period ended November 30, 2022.
NOTES TO PT MERDEKA BATTERY MATERIALS UNAUDITED PRO FORMA CONDENSED COMBINED
STATEMENT OF PROFIT OR LOSS

(Expressed in US Dollars, unless otherwise stated)

Note 3: BSI and CSI acquisition


Based on Notarial Deeds No. 95 and No. 96 of Humberg Lie, S.H., S.E., M.Kn., Notary in North Jakarta, dated April 28, 2022, BSI
and CSI increased its authorised, issued and paid-up capital each 10,872 shares with a total amount of US$10.9 million and each
551 shares with a total amount of US$0.6 million, respectively. All new shares have been fully paid by MIN in cash with the
transaction value of US$41.3 million and US$2.1 million, resulting in the increase of the MIN’s ownership in each of BSI and CSI
to 50.10%, and MIN obtain controls over BSI and CSI. Thus, since that date, BSI and CSI were consolidated into the Company’s
consolidated financial statements.
On that date, the investments in BSI and CSI are amounting to US$103.4 million and US$86.5 million, respectively.
Note 4: ZHN acquisition
Effective on May 18, 2022, the Company acquired ZHN with total transaction price of US$200.7 million comprising of: i)
subscription for 50.10% of new issued shares of ZHN in consideration of US$101.0 million; and ii) advance of investments of
US$99.6 million.
ZHN is currently in the process construction of the Rotary Kiln Electric Furnace (“RKEF”) Plant.
Note 5: Unaudited pro forma adjustments
The unaudited pro forma adjustments are necessary to adjust the profit or loss of the Acquired Entities that have been included in
the condensed consolidated statement of profit or loss of the Company for the eleven-month period ended November 30, 2022, to
adjust the share of net profit or loss from associates based on equity accounting and to adjust the material non-recurring charges or
credits which result directly from the transaction.
There were no inter-company balances or transactions between the Company and the Acquired Entities, and among the Acquired
Entities prior to the date of the acquisition.
The pro forma combined income taxes do not reflect the amounts that would have resulted had the Company and the Acquired
Entities filed consolidated income tax returns during the periods presented.
There were no amortization or depreciation from identified assets acquired through business combinations. The identified assets
acquired through business combinations includes mining properties acquired from the Company’s acquisition of MIN. The
amortisation of mining properties is recognized as part of the inventories costs since the mining company has not started the
commercial operation yet.
The unaudited pro forma adjustments included in the unaudited pro forma condensed combined statement of profit or loss are as
follows:
5.a Adjustment to include the profit or loss of the Acquired Entities that have not been included in the consolidated statement
of profit or loss of the Company. This adjustment added the profit or loss of the subsidiaries in the consolidated statement
of profit or loss of the Company that was not recognized up to the date of acquisition. Therefore, the unaudited pro forma
condensed combined statement of profit or loss for the eleven-month period ended November 30, 2022 will be equivalent
to the unaudited combined statement of profit or loss of the stand-alone profit or loss of the Company for the eleven-
month period ended November 30, 2022, the condensed consolidated statements of profit or loss of MIN for the eleven-
month period ended November 30, 2022 and the condensed statement of profit or loss for BSI, CSI and ZHN for the
eleven-month period ended November 30, 2022, shown as follows:
5.a.1 MIN
Profit or loss from
acquisition date of Profit or loss of MIN
September 30, 2022 MIN to September 30, from January 1, 2022
Line item Historical MIN 2022 to acquisition date

Revenue 289,446,714 (289,446,714) -


Cost of revenue (258,140,347) 258,140,347 -
Gross profit 31,306,367 (31,306,367) -
Operating expenses:
Selling and marketing expenses (89,527) 89,527 -
General and administrative expenses (6,684,103) 5,752,144 (931,959)
Operating profit 24,532,737 (25,464,696) (931,959)

Finance income 102,990 (97,912) 5,078


Finance costs (2,177,542) 1,933,060 (244,482)
NOTES TO PT MERDEKA BATTERY MATERIALS UNAUDITED PRO FORMA CONDENSED COMBINED
STATEMENT OF PROFIT OR LOSS

(Expressed in US Dollars, unless otherwise stated)

Share in net profit of associates 16,765,207 (856,392) 15,908,815


Other income/(expenses) – net 15,642,350 (15,773,056) (130,706)

Profit before income tax 54,865,742 (40,258,996) 14,606,746

Income tax benefit 105,285 105,285 -

Profit for the period 54,971,027 40,364,281 14,606,746

5.a.2 BSI
Profit or loss from Profit or loss of BSI
September 30, 2022 acquisition date of BSI from January 1, 2022
Line item Historical BSI to September 30, 2022 to acquisition date

Revenue 236,138,258 (134,005,873) 102,132,385


Cost of revenue (193,507,266) 119,261,873 (74,245,393)
Gross profit 42,630,992 (14,744,000) 27,886,992
Operating expenses:
Selling and marketing expenses (63,885) 42,236 (21,649)
General and administrative expenses (375,127) 268,533 (106,594)

Operating profit 42,191,980 (14,433,231) 27,758,749

Finance income 21,277 (14,683) 6,594


Finance costs (3,681,497) 641 (3,680,856)
Other expenses – net (3,650,370) 2,448,954 (1,201,416)
Profit before income tax 34,881,390 (11,998,319) 22,883,071
Income tax benefit 27,408 (27,408) -
Profit for the period 34,908,798 (12,025,727) 22,883,071

5.a.3 CSI
Profit or loss from Profit or loss of CSI
September 30, 2022 acquisition date of CSI from January 1, 2022
Line item Historical CSI to September 30, 2022 to acquisition date

Revenue 251,586,071 (155,440,841) 96,145,230


Cost of revenue (207,479,987) 137,937,930 (69,542,057)
Gross profit 44,106,084 (17,502,911) 26,603,173
Operating expenses:
Selling and marketing expenses (63,936) 47,291 (16,645)
General and administrative expenses (484,408) 413,350 (71,058)
Operating profit 43,557,740 (17,042,270) 26,515,470
Finance income 31,132 (15,302) 15,830
Finance costs (3,226,829) 481 (3,226,348)
Other expenses – net (5,779,928) 3,428,853 (2,351,075)

Profit before income tax 34,582,115 (13,628,238) 20,953,877

Income tax benefit 32,891 (32,891) -

Profit for the period 34,615,006 (13,661,129) 20,953,877

5.a.4 ZHN
Profit or loss from
acquisition date of Profit or loss of ZHN
September 30, 2022 ZHN to September 30, from January 1, 2022
Line item Historical ZHN 2022 to acquisition date

Operating expenses:
General and administrative expenses (1,009,597) 984,645 (24,952)
Operating loss (1,009,597) 984,645 (24,952)
Finance income 6,281 (3,230) 3,051
NOTES TO PT MERDEKA BATTERY MATERIALS UNAUDITED PRO FORMA CONDENSED COMBINED
STATEMENT OF PROFIT OR LOSS

(Expressed in US Dollars, unless otherwise stated)

Other (expenses)/income – net (186,860) 229,288 42,428

(Loss)/profit before income tax (1,190,176) 1,210,703 20,527

Income tax expense - - -

(Loss)/profit for the period (1,190,176) 1,210,703 20,527

The unaudited pro forma condensed combined statement of profit or loss for the year ended December 31, 2021 will be
equivalent to the unaudited combined statement of profit or loss of the stand-alone profit or loss of the Company for the
year ended December 31, 2021, the condensed consolidated statements of profit or loss of MIN for the year ended
December 31, 2021 and the condensed statement of profit or loss for BSI, CSI and ZHN for the year ended December 31,
2021.

5.b Adjustment to eliminate the share of net profit recognized by MIN from its investments in BSI and CSI before MIN obtains
control and consolidates BSI and CSI in MIN consolidated financial statements. For the year ended December 31, 2021,
MIN recognised share in net profit of BSI and CSI totalling to US$73.9 million. For the eleven-month period ended
November 30, 2022, MIN recognised share in net profit of BSI, CSI and other associates (which controlled by MED, the
Company’s subsidiary) totalling US$16.8 million.

5.c Adjustment to eliminate gain on the remeasurement of fair value of MIN’s previously held investments in BSI and CSI in
the eleven-month period ended November 30, 2022 and recognise the gain on this fair value change in 2021 as if the
acquisition transactions were consummated on January 1, 2021. MIN initially accounted for its investments in BSI and CSI
using the equity accounting method. In April 2022, MIN increased its ownership in BSI and CSI by means of acquiring
new shares and credited US$19.0 million that resulted from the remeasurement of MIN’s previously held investments in
BSI and CSI and presented as part of “Other income/(expenses) – net”.

5.d Adjustment to eliminate the gain on acquisition of BSI and CSI in the eleven-month period ended November 30, 2022 and
recognise this gain on acquisition in 2021 as if the acquisition transactions were consummated on January 1, 2021. The
Group has recognised a gain on acquisition of BSI and CSI amounting to US$0.4 million and presented as part of “Other
income/(expenses) – net”.
Note 6: Earnings/(loss) per share
The unaudited pro forma adjustments included in the unaudited pro forma condensed combined statement of profit or loss are
affecting the calculation of earnings per share with the following calculations:
November 30, 2022 December 31, 2021

Historical consolidated profit for the period/year


attributable to owners of the parent entity 22,967,153 16,074

Weighted average number of ordinary shares outstanding –


agree to notes to the audited consolidated financial
statements 50,342,283,788 25,000,000

Historical basic and diluted earnings per share


attributable to owners of the parent entity 0.0005 0.0000

November 30, 2022 December 31, 2021

Pro forma consolidated profit for the period/year


attributable to owners of the parent entity 23,869,395 111,532,874

Weighted average number of ordinary shares outstanding –


agree to notes to the audited consolidated financial
statements 50,342,283,788 50,342,283,788

Pro forma basic and diluted earnings per share


attributable to owners of the parent entity 0.0005 0.0022
Unaudited Pro Forma Supplementary Financial Data

The following table is the summary of our historical and pro forma profit/(loss) for the period/year, historical and pro forma
EBITDA and historical and pro forma Adjusted EBITDA for the year ended December 31, 2021 and for the eleven-month period
ended November 30, 2022:

Historical Pro forma


Eleven-month Eleven-month
period ended Year ended period ended Year ended
November 30, December 31, November 30, December 31,
2022 2021 2022 2021

Profit/(loss) for the period/year………………… 36,772,743 16,074 59,141,784 205,268,633


EBITDA (unaudited)(1)…………………………… 65,714,472 15,925 103,111,894 228,991,379
Adjusted EBITDA (unaudited) (1) 46,385,483 15,925 103,111,894 209,662,390

(1) EBITDA is calculated as profit/(loss) for the period/year minus income tax benefit, finance income, plus income tax expense, finance costs and depreciation
expense for the periods/years presented. Adjusted EBITDA is calculated as EBITDA adjusted for certain non-cash items such as gain on fair value changes
on equity interest and gain on acquisition of subsidiaries. The adjustments from EBITDA to Adjusted EBITDA take account of the impact of such certain
non-cash items that we do not consider in our evaluation of ongoing operating performance.

The following table is a reconciliation between our historical and pro forma profit/(loss) for the period/year to our historical and
pro forma EBITDA and historical and pro forma Adjusted EBITDA for the year ended December 31, 2021 and for the eleven-
month period ended November 30, 2022:

Historical Pro forma


Eleven-month
period ended Year ended Eleven-month Year ended
November 30, December 31, period ended December 31,
2022 2021 November 30, 2022 2021

Profit/(loss) for the period/year ………………… 36,772,743 16,074 59,141,784 205,268,633

Income tax (benefit)/expense……………………… (105,285) - (105,285) 12,943


Depreciation expense……………………………… 13,674,315 - 21,581,563 22,696,603
Finance income…………………………………… (181,376) (149) (211,929) (79,816)
Finance costs……………………………………… 15,554,075 - 22,705,761 1,093,016
EBITDA (unaudited)(1)…………………………… 65,714,472 15,925 103,111,894 228,991,379
Gain on fair value changes on equity interest……. (18,978,777) - - (18,978,777)
Gain on acquisition of subsidiaries………………. (350,212) - - (350,212)

Adjusted EBITDA (unaudited) (1) 46,385,483 15,925 103,111,894 209,662,390

(1) EBITDA is calculated as profit/(loss) for the period/year minus income tax benefit, finance income, plus income tax expense, finance costs and depreciation
expense for the periods/years presented. Adjusted EBITDA is calculated as EBITDA adjusted for certain non-cash items such as gain on fair value changes on
equity interest and gain on acquisition of subsidiaries. The adjustments from EBITDA to Adjusted EBITDA take into account the impact of such certain non-
cash and items that we do not consider in our evaluation of ongoing operating performance. Because there are various EBITDA calculation methods, our
presentation of EBITDA and/or Adjusted EBITDA may not be comparable to similarly titled measures by other companies.

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