Executive Summary

Established in 1968 to operate in the property business, the Company
(formerly, Tanayong Public Company Limited) has operated and completed
several landmark projects such as Thana City, The Royal Place 1 and 2
and The Grand. After the termination of its rehabilitation process in
2006, in addition to continuing to operate its existing projects, the
Company has initiated several new projects, including Baan Aur-Arthorn,
the development of a hotel chain under the brand “U Hotel & Resorts”,
and the development of the “Four Points by Sheraton” project situated on
Sathorn Road, connected to Surasak BTS station.

The Company has continuously expanded its business both in the property
business and, recently, into the mass transit business through the 94.6%
acquisition of shares in BTSC. Upon such change of business, the Company
changed its name to BTS Group Holdings Public Company Limited, changed
its trading symbol to “BTS” and moved to trade under the sector
“Transportation and Logistics” under the Services industry.

The Company acquired 15,022,335,992 BTSC shares at the price of Baht
2.665 per share using 28,166,879,984 of the Company’s newly issued
shares at the price of Baht 0.688 per share and cash of Baht 20,655.7
million. The Company took out a loan from Bangkok Bank Public Company
Limited to pay for the cash portion. The acquisition was completed on 4
May 2010.

As a result of the acquisition of BTSC shares, the Company now has 4
core businesses as follows:

-   Mass Transit: BTSC currently is the operator of the SkyTrain System
    and the BRT. The current 23.5 km network of the BTS SkyTrain System
    runs across the center of Bangkok, connecting the business district
    to major department stores, hotels and other destinations. BTSC also
    manages the 2.2 km Silom Line Extension owned by BMA.

-   Property: The Group operates property projects both along the mass
    transit route and in other locations, but with emphasis on projects
    along the mass transit route to leverage the strength to connect
    such properties to the existing mass transit system. Projects being
    developed include the Four Points by Sheraton hotel adjacent to
    Surasak BTS station, and two condominium projects under the
    “Abstracts” brand, which is the Group’s newly established brand.

-   Media: The business is operated by VGI Group, a subsidiary of BTSC,
    providing media services on the SkyTrain System, trains and in
    modern trade such as Tesco-Lotus and Carrefour, etc.

-   Services: Through various subsidiaries, the Group has established
    service businesses to support its other 3 main businesses. These
    businesses include the smart card service to provide a common
    ticketing and e-money system, hotel management services to manage
    and provide advice to hotels both in and outside the Group, and
    construction services through a joint venture with Hip Hing Overseas
    Limited.

After the acquisition of BTSC shares, the Company made a rights offering
to its shareholders with the remaining shares offered to a group of
financial institutional investors and to a group of clients of
securities companies who are the Company’s underwriter in a private
placement. The transaction raised approximately Baht 11,990.2 million,
which was used to repay the outstanding debt drawn down in relation to
the BTSC acquisition. As a consequence of this repayment, the loan the
Company has from the BTSC acquisition is reduced to approximately Baht
8,656.7 million. In addition, the Company will issue warrants free of
charge to investors who are allocated the shares through the Rights
Offering and the private placement, at the ratio of 1 warrant to 4
allocated shares. The Company also has a plan to acquire the remaining
shares in BTSC that the Company does not already own.

As the Company acquired BTSC shares in May 2010, the financial
statements discussed herein have not yet reflected the impact of such
acquisition. The Management Discussion and Analysis of Business
Performance in Section 11 is only focused on the Company and its
subsidiaries for the Fiscal Year 2010 (ended 31 March 2010). More
information regarding the acquisition of BTSC and BTSC’s Management
Discussion and Analysis is in Section 12 “Other Information”. However,
the description of the Company and its business in other Sections, to
the extent possible, reflects the most recent structure of the Group’s
business after the acquisition of the mass transit business.

In Fiscal Year 2010, the Company’s net income increased due to the
completion and delivery of Baan Aur-Arthon, the construction and design
services for Four Points by Sheraton hotel and the advisory services for
Abstracts Phahonyothin Park condominium project. The Company had a gain
related to debt restructuring of Baht 142.7 million. As at 31 March
2010, the Company had an outstanding loan of Baht 2,312.7 million, Baht
1,752.5 million of which is debt under the rehabilitation plan for which
the Company has significantly provided cash and assets. The
abovementioned amount does not include the new debt incurred for the
acquisition of BTSC.

With regard to BTSC, the revenue increase from Baht 4,835.9 million, in
Fiscal Year 2009, to Baht 4,913.8 million in Fiscal Year 2010, was
driven mainly by the mass transit business whose revenue grew due to the
increase in ridership from the opening of the Silom Line Extension and
the management fee from BMA for the operation of the Silom Line
Extension. Out of Baht 4,835.9 million in revenue for Fiscal Year 2010,
approximately Baht 1,100.2 million comes from the managing of
advertising and commercial space on BTS SkyTrains and BTS stations as
well as hypermarkets via the VGI Group. In Fiscal Year 2010, BTSC’s
EBITDA increased to Baht 2,580.7 million from Baht 2,222.2 million in
Fiscal Year 2009 due mainly to increased revenue from farebox and
management of advertising and commercial space. The net income for
Fiscal Year 2010 amounted to Baht 5,510.3 million, out of which Baht
4,528.0 million comes from a gain on debt restructuring under the
rehabilitation process .