TIDMTEL

RNS Number : 4120A

Teliti International Ltd

30 March 2012

30 March 2012

Teliti International Ltd.

("Teliti" or the "Company")

Results for the twelve months ended 30 September 2011

Teliti International Ltd (AIM: TEL), the datacentre and IT business, announces its full year results for the twelve months ended 30 September 2011.

Financial Summary

 
 (RM million)                    Teliti*                 Teliti Solutions     Teliti Services     Teliti Datacentres 
                                                            Sdn. Bhd.**         Sdn. Bhd.**           Sdn. Bhd.** 
------------------  ---------------------------------  -------------------  ------------------  --------------------- 
                                                 2011       2011      2010      2011      2010     2011          2010 
------------------  ---------------------------------  ---------  --------  --------  --------  -------  ------------ 
 Revenues                                           -       12.2      10.8      29.7      33.9     0.37             - 
------------------  ---------------------------------  ---------  --------  --------  --------  -------  ------------ 
 PBT                                           (0.04)        0.8       2.5       0.6       3.8     0.02         (0.5) 
------------------  ---------------------------------  ---------  --------  --------  --------  -------  ------------ 
 Gross profit                                       -        2.6       4.3       4.0       6.8     0.09             - 
------------------  ---------------------------------  ---------  --------  --------  --------  -------  ------------ 
 Gross margin 
  (%)                                              -       21.3%     39.8%     13.5%     20.1%    24.9%             - 
------------------  ---------------------------------  ---------  --------  --------  --------  -------  ------------ 
 Total equity 
  and liabilities                                 6.6        7.5       6.7      11.6      11.0     59.8           2.9 
------------------  ---------------------------------  ---------  --------  --------  --------  -------  ------------ 
 

* As stated in the Company's Admission document, the Company was incorporated on 13 November 2009 as a Cayman Islands company to act as the holding company of Teliti Solutions Sdn. Bhd., Teliti Services Sdn. Bhd. and Teliti Datacentres Sdn. Bhd. upon Teliti being admitted to AIM. Teliti was admitted to AIM and Teliti Solutions, Teliti Services and Teliti Datacentres became subsidiaries of the Company on 3 November 2011. The information shown here represents the period from incorporation to 30 September 2011.

** During the year ended 30 September 2011, Teliti Solutions Sdn. Bhd, Teliti Services Sdn. Bhd. and Teliti Datacentres Sdn. Bhd. were subsidiaries of Teliti Computers Sdn. Bhd. During the financial year ended 30 September 2011 Teliti was also a subsidiary of Teliti Computers Sdn. Bhd., hence these figues are not consolidated under Teliti.

Operational Summary

   --     Teliti Datacentres Sdn. Bhd. ("Teliti Datacentres"): 

o Earthworks and substructure of Teliti Datacentres' flagship datacentre ("the Datacentre") completed as planned, and superstructure commenced

o Signed-up first customer for 286 sq ft of co-location space on two-year term

o Teliti Datacentres accorded recognition under the Malaysian Government's Economic Transformation Programme

o Marketing of the Datacentre continued in Malaysia, through Teliti Datacentres' regional marketing office in Singapore and in partnership with Hitachi Data Systems

-- Teliti Solutions Sdn. Bhd. ("Teliti Solutions ") and Teliti Services Sdn. Bhd. ("Teliti Services"):

o Awarded a number of significant contracts across several sectors, including one-year and three-year contracts with Tenaga Nasional Bhd, Malaysia's largest electricity provider, and a two-year contract with Suruhanjaya Syarikat Malaysia, the Companies Commission of Malaysia, for a range of services including maintenance of the Commission's datacentre and server rooms

o Established new sales teams focusing on the commercial and government sectors

Post-period Highlights

-- Teliti was admitted to AIM with dealings in the Company's ordinary shares commencing 3 November 2011

   --     Substantial progress made on the Datacentre: 

o Construction nearing completion and equipment installation progressing well; initial 45,000 sq ft expected to be operational from July 2012

o In advanced discussions to sign rental agreements for 30,000 sq ft, including tenancies commencing upon the Datacentre opening

o Conversion of Teliti's Customer Experience Centre ("CEC") to offer cloud computing services, which is progressing ahead of management's expectations

Commenting on the results, Haji Mohamed Nasir, Chief Executive Officer of Teliti, said: "We are pleased to be announcing our maiden results after our listing on AIM in November 2011. During the year, our primary focus was the construction of the Datacentre, which is scheduled to be open for business in July 2012. With our subsidiaries Teliti Services and Teliti Solutions winning new clients, increased interest in our cloud computing offering and the anticipated opening of our Datacentre, we remain very excited about Teliti's growth prospects and look to the future with confidence."

Enquiries

 
 Teliti International Ltd 
---------------------------------------  -------------------- 
 Hj Mohamed Nasir Abdul Majid, Chief 
  Executive Officer 
  Rosmida Din, Chief Financial Officer    +603 7873 7733 
---------------------------------------  -------------------- 
 
 Daniel Stewart and Company plc 
---------------------------------------  -------------------- 
 Antony Legge, James Felix                +44 (0)20 7776 6550 
---------------------------------------  -------------------- 
 
 Luther Pendragon 
---------------------------------------  -------------------- 
 Harry Chathli, Claire Norbury, Alexis 
  Gore                                    +44 (0)20 7618 9100 
---------------------------------------  -------------------- 
 

Operational Review

Teliti International Ltd was incorporated on 13 November 2009 to act as the holding company of Teliti Solutions Sdn. Bhd., Teliti Services Sdn. Bhd. and Teliti Datacentres Sdn. Bhd., which came into force upon the Company being admitted to AIM on 3 November 2011. The results of Teliti International, announced today, represent the period from incorporation to 30 September 2011; during which time, Teliti Solutions, Teliti Services and Teliti Datacentres were subsidiaries of Teliti Computers Sdn. Bhd., the parent company of Teliti International. Hence the results and operations of the subsidiaries for the year ended 30 September 2011 were not consolidated under Teliti International and, as such, there is not an operational review for Teliti International for this period. However, we have provided this for the activities of Teliti Solutions, Teliti Services and Teliti Datacentres respectively.

Teliti Solutions provides IT software solutions, specialising in SAP software, and Teliti Services is a products and services reseller, with a particular focus on IBM. Teliti Datacentres was established to construct and operate state-of-the-art datacentre facilities.

During the twelve months ended 30 September 2011, the Teliti Datacentres' primary focus was the construction of the Datacentre whilst Teliti Solutions and Teliti Services remained active in winning new contracts, implementing existing projects and expanding operations.

Teliti Datacentres

Teliti Datacentres is currently constructing a state-of-the-art 'green' Datacentre on the outskirts of Kuala Lumpur, Malaysia. At 120,000 sq ft of net lettable area, it will be one of the largest facilities of its kind in Asia, and will offer full datacentre services that include communications connectivity, uninterruptable power supply, distribution building utilities and environmental services that are all necessary to ensure a continuous environment for customers' equipment. Teliti Datacentres has entered into partnership agreements with Cisco for collaboration in the implementation and promotion of the Datacentre, and has received support from the government of Malaysia.

During the year, significant progress was made on the construction of the Datacentre. The earthworks and substructure were finished during the first half of the year as planned, and work on the superstructure commenced.

Teliti Datacentres signed up its first customer for its Customer Experience Centre ("CEC"), which was established to provide proof of concept to potential customers by showcasing the equipment and the Company's models for future datacentres. The agreement, signed in January 2011, was for 286 sq ft of co-location space on a two-year term at the CEC, which the Company expects to transfer to the Datacentre when it becomes fully operational.

Marketing of the Datacentre continued in Malaysia and through Teliti Datacentres' regional marketing office in Singapore (covering Singapore and Hong Kong), and in partnership with Hitachi Data Systems in the ASEAN countries. Expansion to other regions is intended at a later stage, such as the states of the Organisation of Islamic Conference, of which Malaysia is a member, and the Middle East. The initial targets are the current business partners and customers of Teliti Solutions and Teliti Services that require datacentre facilities in Malaysia as well as new partners that have been developed through an existing relationship that Teliti Datacentres has with Cisco.

In January 2011, the Malaysian government announced further plans under the Economic Transformation Programme to transform Malaysia into a high income nation by 2020. Such transformation will be underpinned by various government initiatives referred to as Entry Point Projects - one of which is the government's aspirations to grow datacentre space from 0.5 million to 5 million sq ft by 2020. As a testament to Teliti Datacentres' commitment and expected expertise in datacentres, the government recognised Teliti Datacentres as one of three providers of datacentres that will help drive Malaysia to becoming a preferred regional location for datacentre services.

Teliti Solutions

Teliti Solutions provides the complete implementation of, and consultancy services for, SAP-based applications; being a certified services partner for SAP software and a supporting consultant to SAP Germany. It undertakes a range of activities including project management and project team consultancy for new projects and maintenance; individual consultancy projects where the SAP consultant is assigned to the customer's project team; offshore development whereby overseas development projects are brought into Malaysia; outsourcing SAP systems for customers; providing ERP Solutions processes training; and the sale of SAP licences.

During the year, Teliti Solutions won a number of substantial contracts, such as a one-year contract with Tenaga Nasional Bhd, Malaysia's largest electricity provider, for the design, supply, installation and commissioning of Tenaga Nasional Bhd's supply chain management system. Other significant awards included a two-year contract with Jabatan Perdana Menteri, the Prime Minister's Department, for the application of project montitoring systems at the Implemenation and Coordinuation Unit of the Prime Minister's Department, and a one-year contract with Kementerian Dalam Negeri, Ministry of Internal Affairs, for the maintenance of system software of the Government and Financial Accounting System.

Teliti Services

Teliti Services is a reseller of IBM products and services. It specialises in IBM Mainframe and became one of the first few Bumiputera Status Mainframe System Integrators in Malaysia. Subsequently, Teliti Services diversified its product portfolio to include maintenance of servers and third party storage through business partnerships with major IT groups such as Hewlett Packard and Hitachi Data Systems. Its customers in Malaysia are mainly in the oil and gas sector, government-linked companies and agencies, banking and private sectors.

Significant projects won in 2011 included:

-- Three-year contract with Tenaga Nasional Bhd for a governance, risk and compliance (Access Control Module) project

-- Two-year contract with Suruhanjaya Syarikat Malaysia, the Companies Commission of Malaysia, for a range of services including maintenance of the Commission's datacentre and server rooms

-- Two contracts with the Malaysian External Trade and Development Corporation (MATRADE): a two-year project for server maintenance and support, and a 15-month project for the supply of new licenses of, and support services for, an identity management system

-- An ongoing project with PETRONAS for the installation of a wireless network at the PETRONAS Twin Towers in Kuala Lumpur

-- Two contracts with Dewan Bandaraya Kuala Lumpur, the Kuala Lumpur City Hall: a one-year project for the maintenance and support of the City Hall's existing application servers, and an eight-month contract for an end-to-end project - from supply through to commissioning and support services - for consolidation servers

Financial Review

The Company

Teliti was incorporated on 13 November 2009 as a Cayman Islands company to act as the holding company of Teliti Solutions, Teliti Services and Teliti Datacentres upon the Company's admission to AIM. Teliti listed on AIM on 3 November 2011. Prior to the Company being admitted to AIM, Teliti Solutions, Teliti Services and Teliti Datacentres were subsidiaries of Teliti Computers, the parent company of Teliti. As a result, for the year ended 30 September 2011, the financial results for Teliti are not the consolidated figures of the subsidiaries, but do contain certain administrative expenses.

Teliti Solutions

Revenue increased by 13% to RM12.2m (2010: RM10.8m). However, gross profit was RM2.6m compared with RM4.3m for the prior year due to a change in product mix: in 2011, there was an increase in the hardware content of projects, which is a lower margin business, and growth in expenses resulting from the planned expansion of the sales team. Profit before tax decreased to RM0.8m compared with RM2.5m for the earlier period. In 2011, Teliti Solutions secured contracts worth RM15.3m to be delivered in the 2012 financial year.

Teliti Services

Revenue was RM29.7m compared with RM33.9m for the prior year. This decrease was primarily due to completion of certain projects and new projects only just beginning to ramp. Gross profit was RM4.0m as opposed to RM6.8m, and profit before tax was RM0.6m compared with RM3.8m. This decline is due to an increase in expenses resulting from the planned establishment of two new sales teams focusing on government and commercial sectors. In addition, the projects during the period had a greater IBM hardware component compared with those in 2010, which is a lower margin business than service provision.

As of the time of admission to AIM, Teliti Services had secured contracts of over RM13m to be delivered in the current financial year as well as receiving Letters of Award (which are expected to be converted to contracts) for several largescale projects. As a result, the Company is confident that Teliti Services will achieve revenue growth for the full financial year 2012.

Teliti Datacentres

During the twelve months ended 30 September 2011, Teliti Datacentres earned RM0.37m from the rental income from its first customer at the Customer Experience Centre, which is contracted for 386 sq ft on a two-year term. The gross profit for the period was 24.92%. Profit before tax was RM0.02m compared with a loss before tax of RM0.5m for the prior year, with the increase primarily due to the commencement of rental income from the CEC.

Admission to AIM

Teliti was admitted to AIM and dealings in its ordinary shares commenced on 3 November 2011.

The Directors of the Company consider admission to AIM to be an important step in Teliti's development and one that will enhance its credibility and stature in the industry, both in Malaysia and internationally, thus enabling the Company to implement its strategy of further market penetration in Malaysia and subsequently across Asia and the Middle East.

The reasons for admission are:

   --     to provide the Company with a flexible financial structure for future growth; 
   --     to maintain a high level of transparency and corporate governance within the Company; 
   --     to assist in recruiting, retaining and incentivising skilled employees; and 
   --     to enable the Company to access a wide range of investors. 

On admission, the Company had 23,530,000 ordinary shares in issue at a price of 55p giving it an implied market capitalisation of GBP12.9 million.

Post period-end and operational update

On 3 November 2011, Teliti was admitted to AIM, representing an important step in the Company's development and one that will facilitate its strategy of further market penetration in Malaysia and subsequently across Asia and the Middle East.

On admission to AIM, Teliti Solutions, Teliti Services and Teliti Datacentres became subsidiaries of the Company.

Teliti Datacentres

The superstructure of the Datacentre is nearing completion, with work on the fascade - the final stage of the process - having commenced earlier this month, and the installation of equipment began in January 2012. However, there was a delay in the delivery and receipt of certain key equipment (namely, generator sets from Europe and chiller equipment). As a result, it is anticipated that the initial 45,000 sq ft of net lettable area will be operational from July 2012, representing a delay from the original expectation that operations would commence in April 2012.

During marketing, Teliti has encountered particular - and increasing - demand for cloud computing services. As a result, Teliti has shifted some of its focus onto cloud computing rather than co-location. Teliti is in the process of equipping the CEC to be able to offer these services to its customers, which will also be incorporated into the Datacentre. As such, the cloud computing offering is progressing ahead of management's expectations. In addition, to help compensate for the delay in the Datacentre and to begin to satisfy the demand for the Datacentre and cloud computing services, Teliti has converted the CEC to a fully-operational centre. The Company believes that the CEC will generate additional revenue once the cloud computing offering commences, and expects to secure the first customer for these services in April 2012.

As of 29 March 2012, Teliti was in advanced discussions to sign rental agreements for approximately 30,000 sq ft, or c.67% of the initial 45,000 sq ft of net lettable area, exceeding the Company's 40% target of area to be pre-let prior to the Datacentre opening.

Teliti Solutions and Teliti Services

Teliti Solutions and Teliti Services have remained active in winning new contracts and implementing existing projects. In October 2011, Teliti Services was awarded a three-year contract by Pertubuhan Keselamatan Sosial (PERKESO), the Malaysian government's department of social security, to supply server units and maintenance for disaster recovery facilities. As previously stated, the requirement for disaster recovery facilities has been identified by the Company as a key growth driver. In December 2011, Teliti Services was awarded a contract by Integrasi Naluri Sdn Bhd, a Malaysian telecommunications company, to provide a two-year project for the conservation and digitalisation of archives for the Malaysian National Archives, part of Malaysia's Ministry of Information, Communications and Culture.

In addition, the Accountant General of Malaysia's Government has awarded a two-year extension contract for the maintenance of Financial Management and Accounting System ("GFMAS") to be carried out by Teliti Solutions and Teliti Services. The GFMAS is an application solution that enables the Accountant General to interact with its stakeholders with a standardised workflow, single point of entry and integrated database - and, as such, provides a common view of the entire government accounting operations. The scope of the contract includes software renewal maintenance and application support, consultancy services to maintain the GFMAS in several application areas and preventive and remedial maintenance of hardware.

Outlook

The underlying fundamentals of the business remain strong, with the datacentre market and requirement for such services growing exponentially, particularly in South East Asia. In recent months, the Company has seen greater than expected demand from potential customers wishing to rent space in the Datacentre as well as from the acceleration of the cloud computing offering. Teliti Solutions and Teliti Services have won a number of significant contracts post period-end, and the Company is confident of achieving growth in these divisions. As a result, the Company expects to meet market expectations for the full year ending 30 September 2012.

 
 TELITI INTERNATIONAL LIMITED 
 INCOME STATEMENT FOR THE FINANCIAL PERIOD FROM 13 NOVEMBER 2009 
  (DATE OF INCORPORATION) TO 30 SEPTEMBER 2011 
                                                     Period to 
                                                   30 Sept 2011 
                                                             RM 
 
   Revenue                                                    - 
 
   Administration expenses                             (35,651) 
 
   Loss before tax                                     (35,651) 
 
   Tax expense                                                - 
                                       ------------------------ 
 
   Net loss for the financial period                   (35,651) 
                                       ======================== 
 
 
 TELITI INTERNATIONAL LIMITED 
 BALANCE SHEET AS AT 30 SEPTEMBER 2011 
 
 
                                                      2011 
                                                        RM 
 
 ASSETS 
 Current asset 
 Other receivables                               6,554,467 
 Cash and bank balances                                  1 
 
 Total current asset                             6,554,468 
                                  ======================== 
 
 EQUITY AND LIABILITIES 
 EQUITY 
 Share capital                                           1 
 Accumulated losses                               (35,651) 
 
 Total equity                                     (35,650) 
                                  ------------------------ 
 
 LIABILITIES 
 Current liabilities 
  Other payables                                 1,088,377 
  Amount due to holding company                  5,501,741 
                                  ------------------------ 
 
 Total current liabilities                       6,590,118 
                                  ------------------------ 
 
 Total equity and liabilities                    6,554,468 
                                  ======================== 
 
 
 TELITI INTERNATIONAL LIMITED 
 CASH FLOW STATEMENT FOR THE FINANCIAL PERIOD FROM 13 NOVEMBER 2009 
  (DATE OF INCORPORATION) TO 30 SEPTEMBER 2011 
 
 
                                                       Period to 
                                                    30 Sept 2011 
                                                              RM 
 
 CASH FLOWS FROM OPERATING ACTIVITIES 
  Loss before tax                                       (35,651) 
 
 Change in working capital :- 
  Receivables                                        (6,554,467) 
  Payable                                              1,088,377 
  Holding company                                      5,501,741 
                                        ------------------------ 
 
  Net cash from operating activities                           - 
                                        ------------------------ 
 
 CASH FLOWS FROM INVESTING ACTIVITY 
  Issuance of share capital                                    1 
                                        ------------------------ 
 
  Net cash used in investing activity                          1 
                                        ------------------------ 
 
 CASH AND CASH EQUIVALENTS 
  Net changes                                                  1 
  At the date of incorporation                                 - 
                                        ------------------------ 
 
  At end of financial period                                   1 
                                        ======================== 
 
 
 TELITI INTERNATIONAL LIMITED 
 STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL PERIOD FROM 
  13 NOVEMBER 2009 (DATE OF INCORPORATION) TO 30 SEPTEMBER 2011 
 
 
                                                                  Accumulated 
                                             Share capital             losses                      Total 
                                                        RM                 RM                         RM 
 
 At the date of incorporation                            1                  -                          1 
 
 Net loss for the financial 
  period                                                 -           (35,651)                   (35,651) 
 
 Balance as at 30 September 
  2011                                                   1           (35,651)                   (35,650) 
                                ==========================  =================  ========================= 
 

INDEPENDENT AUDITORS' REPORT TO THE DIRECTORS OF

TELITI INTERNATIONAL LTD.

(Incorporated in Cayman Island)

Company No: CT-233360

Report on the Financial Statements

We have audited the financial statements of Teliti International Ltd., which comprise the balance sheet as at 30 September 2011, and the income statement, statement of changes in equity and cash flow statement for the financial period from 13 November 2009 (date of incorporation) to 30 September 2011, and a summary of significant accounting policies and other explanatory notes, as set out on pages 6 to 13.

Directors' Responsibility for the Financial Statements

The Directors of the Company are responsible for the preparation of financial statements that give a true and fair view in accordance with Private Entity Reporting Standards in Malaysia, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgement, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company's preparation of financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Report on the Financial Statements (cont'd)

Opinion

In our opinion, the financial statements have been properly drawn up in accordance with Private Entity Reporting Standards in Malaysia so as to give a true and fair view of the financial position of the Company as of 30 September 2011 and of its financial performance and cash flows for the financial period from 13 November 2009 (date of incorporation) to 30 September 2011.

Other Matters

This report is made solely to the Directors of the Company and for no other purpose. We do not assume responsibility to any other person for the content of this report.

 
 SJ GRANT THORNTON       DATO' N. K. JASANI 
 (NO. AF: 0737)          CHARTERED ACCOUNTANT 
 CHARTERED ACCOUNTANTS   (NO: 708/03/12(J/PH)) 
                         PARTNER 
 Kuala Lumpur 
 
 

TELITI INTERNATIONAL LTD.

(Incorporated in Cayman Island)

NOTES TO THE FINANCIAL STATEMENTS - 30 SEPTEMBER 2011

   1.         BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS 

The financial statements of the Company have been prepared in accordance with Private Entity Reporting Standards issued by the Malaysian Accounting Standards Board ("MASB")in Malaysia.

   2.         GOING CONCERN 

As at 30 September 2011, the Company has a capital deficiency of RM35,650 and its total current liabilities exceeded its total current asset by the same amount.

The financial statements of the Company have been prepared on a going concern basis, the validity of which depends on the continuing financial support from the holding company and/or attaining future profitable operations. The holding company has agreed to provide continuing financial support for the Company to meet its liabilities as and when they fall due.

   3.         SIGNIFICANT ACCOUNTING POLICIES 
   (a)        Accounting convention 

The financial statements of the Company have been prepared under the historical cost convention, unless otherwise indicated in the summary of significant accounting policies.

                   (b)        Functional and Presentation Currency 

The financial statements are presented in Ringgit Malaysia (RM) which is the Company's functional currency and all values are rounded to the nearest RM except when otherwise stated.

                   (c)        Payables 

Payables are stated at cost which is the fair value of the consideration to be paid in the future for goods and service received.

   (d)        Cash and cash equivalents 

Cash and cash equivalents consist of highly liquid investments which are subject to an insignificant risk of changes in value.

   3.         SIGNIFICANT ACCOUNTING POLICIES (CONT'D) 
   (e)        Income tax 

Income tax on the profit or loss for the financial period comprises current and deferred tax. Current tax is the expected amount of income taxes payable in respect of the taxable profit for the period and is measured using the tax rates that have been enacted at the balance sheet date.

Deferred tax is provided for, using the liability method, on temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts in the financial statements. In principle, deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that the taxable profit will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised. Deferred tax is not recognised if the temporary differences arise from goodwill or negative goodwill or from the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit.

Deferred tax is measured at the tax rates that are expected to apply in the period when the asset is realised or the liability is settled, based on tax rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax is recognised in the income statement, except when it arises from a transaction which is recognised directly in equity, in which case the deferred tax is also charged or credited directly in equity, or when it arises from a business combination that is an acquisition, in which case the deferred tax is included in the resulting goodwill or negative goodwill.

   4.         PRINCIPAL ACTIVITIES AND GENERAL INFORMATION 

The Company has yet to commence its business operations since the date of incorporation.

The Company is a private limited liability company, incorporated in Cayman Island. The registered office of the Company is located at Codan Trust Company (Cayman) Limited Cricket Square, Hutchins Drive, P. O. Box 2681, Grand Cayman, KY1-1111, Cayman Island.

   5.         OTHER RECEIVABLES 
 
               30.9.2011 
               RM 
 
 Prepayment    6,554,467 
              ========== 
 

The prepayment represents expenses incurred for Initial Public Offerings Exercise in Alternative Investment Market in London Stock Exchange.

   6.         SHARE CAPITAL 
 
                            30.9.2011   30.9.2011 
                            USD         RM 
 
 Authorised:- 
 500,000 ordinary shares 
  of USD0.10 each              50,000     171,000 
                           ==========  ========== 
 
 Issued and fully paid:- 
 1ordinary shares of 
  USD0.10 each                   0.10           1 
                           ==========  ========== 
 
   7.         OTHER PAYABLES 
 
                   30.9.2011 
                   RM 
 
 Other payables    1,088,377 
                  ========== 
 
   8.         AMOUNT DUE TO HOLDING COMPANY 

The holding Company is Teliti Computers Sdn. Bhd., a company incorporated in Malaysia.

Amount due to holding company is unsecured, interest free and repayable on demand.

   9.         REVENUE 

The Company has not generated any revenue during the financial period.

   10.       LOSS BEFORE TAX 

Loss before tax has been determined after charging, amongst others, the following item:-

 
              13.11.2011 
               to 
               30.9.2011 
              RM 
 
 Audit fee        10,000 
             =========== 
 
   11.       TAX EXPENSE 

There is no provision for tax expense for current financial period as the Company has no chargeable income.

   12.       EMPLOYEES INFORMATION 

The Company has not employed any staff since the date of incorporation.

   13.       COMPARATIVE FIGURES 

There are no comparative figures as this is the first set of financial statements being prepared.

   14.       EVENTS AFTER THE REPROTING PERIOD 

(a) On 18 October 2011, the Company issued USD800,000 loan notes (Loan Notes). The Loan Notes will automatically converted into 3,530,000 Ordinary Shares of USD0.10 of the Company on the date of Admission to Alternative Investment Market (AIM), London.

(b) On 26 October 2011, the authorized share capital of the Company increased from USD500,000 to USD5,000,000 by creation of an additional 49,500,000 ordinary shares of USD0.10 each.

On the same day, the Company entered into Shares Purchase Agreement with the holding company to acquire the entire issued share capital of Teleiti Services Sdn Bhd, Teliti Solutions Sdn Bhd and Teliti Datacentres Sdn Bhd, Companies incorporated in Malaysia for a total consideration by way of issue of 19,999,999 ordinary shares of USD0.10 each of the Company.

(c) On 31 October 2011, the Loan Notes have been converted into 3,530,000 ordinary shares of USD0.10 each of the Company.

   (d)     On 3 November 2011, the Company was successfully admitted to AIM on 3 November 2011. 

TELITI SOLUTIONS SDN. BHD.

(Incorporated in Malaysia)

INCOME STATEMENT FOR THE FINANCIAL YEARS ENDED 30 SEPTEMBER 2011

AND 2010

 
                                                2011          2010 
                                                  RM            RM 
 
 Revenue                                  12,223,406    10,796,517 
 
 Cost of sales                           (9,592,914)   (6,527,864) 
 
 Gross profit                              2,630,492     4,268,653 
 
 Other income                                 20,927         3,151 
 
 Selling and distribution expenses         (118,165)     (187,667) 
 
 Administration expenses                 (1,695,101)   (1,589,886) 
 
 Other expense                                     -             - 
                                     ---------------  ------------ 
 
 Profit before tax                           838,153     2,494,251 
 
 Tax expense                               (223,320)     (612,618) 
                                     ---------------  ------------ 
 
 Net profit for the financial year           614,833     1,881,633 
                                     ===============  ============ 
 

TELITI SOLUTIONS SDN. BHD.

(Incorporated in Malaysia)

BALANCE SHEET AS AT 30 SEPTEMBER 2011 AND 2010

 
                                                              2011                 2010 
                                                                RM                   RM 
 ASSETS 
 Current assets 
  Amount due from contract customers                             -                    - 
  Amount due from immediate holding company              7,508,926            6,711,026 
  Cash and bank balances                                     1,915                1,915 
                                              --------------------  ------------------- 
 
 Total current assets                                    7,510,841            6,712,941 
                                              --------------------  ------------------- 
 
 Total assets                                            7,510,841            6,712,941 
                                              ====================  =================== 
 
 EQUITY AND LIABILITIES 
 EQUITY 
 Share capital                                                   2                    2 
 Retained profits                                        6,831,806            6,216,973 
                                              --------------------  ------------------- 
 
 Total equity                                            6,831,808            6,216,975 
                                              --------------------  ------------------- 
 
 Current liabilities 
  Other payables                                           102,288              108,788 
  Amount due to a director                                   2,200                2,200 
  Tax payable                                              574,545              384,978 
                                              --------------------  ------------------- 
 
 Total current liabilities                                 679,033              495,966 
                                              --------------------  ------------------- 
 
 Total equity and liabilities                            7,510,841            6,712,941 
                                              ====================  =================== 
 

TELITI SOLUTIONS SDN. BHD.

(Incorporated in Malaysia)

CASH FLOW STATEMENT FOR THE FINANCIAL YEARS ENDED 30 SEPTEMBER 2011

AND 2010

 
                                                       2011               2010 
                                                         RM                 RM 
 
 CASH FLOWS FROM OPERATING ACTIVITIES 
  Profit before tax                                 838,153          2,494,251 
 
 Changes in working capital:- 
  Payables                                          (6,500)              7,500 
  Immediate holding company                       (797,900)        (2,054,971) 
                                          -----------------  ----------------- 
 
  Cash generated from operations                     33,753            446,780 
 
  Tax paid                                         (33,753)          (446,780) 
                                          -----------------  ----------------- 
 
  Net cash used in operating activities                   -                  - 
                                          -----------------  ----------------- 
 
 CASH AND CASH EQUIVALENTS* 
  Net changes                                             -                  - 
  At beginning of financial year                      1,915              1,915 
                                          -----------------  ----------------- 
 
  At end of financial year                            1,915              1,915 
                                          =================  ================= 
 

*Cash and cash equivalents represent cash and bank balances

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF

TELITI SOLUTIONS SDN. BHD.

(Incorporated in Malaysia)

Company No: 452103 K

Report on the Financial Statements

We have audited the financial statements of Teliti Solutions Sdn. Bhd., which comprise the balance sheet as at 30 September 2011, and the income statement, statement of changes in equity and cash flow statement for the financial year then ended, and a summary of significant accounting policies and other explanatory notes, as set out on pages 10 to 19.

Directors' Responsibility for the Financial Statements

The Directors of the Company are responsible for the preparation of financial statements that give a true and fair view in accordance with Private Entity Reporting Standards and the Companies Act, 1965 in Malaysia, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgement, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company's preparation of financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Company No: 452103 K

Report on the Financial Statements (cont'd)

Opinion

In our opinion, the financial statements have been properly drawn up in accordance with the Private Entity Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Company as at 30 September 2011 and of its financial performance and cash flows for the financial year then ended.

Report on Other Legal and Regulatory Requirements

In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report that in our opinion the accounting and other records and the registers required by the Act to be kept by the Company have been properly kept in accordance with the provisions of the Act.

Other Matters

This report is made solely to the members of the Company, as a body in accordance with Section 174 of the Companies Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.

 
   SJ GRANT THORNTON      DATO' N. K. JASANI 
    (NO. AF: 0737)       CHARTERED ACCOUNTANT 
 CHARTERED ACCOUNTANTS   (NO: 708/03/12(J/PH)) 
                                PARTNER 
 Kuala Lumpur 
 
 

TELITI SOLUTIONS SDN. BHD.

(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS - 30 SEPTEMBER 2011

   1.         BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS 

The financial statements of the Company have been prepared in accordance with Private Entity Reporting Standards issued by the Malaysian Accounting Standards Board ("MASB") and Companies Act, 1965 in Malaysia.

   2.         SIGNIFICANT ACCOUNTING POLICIES 
   (a)        Accounting convention 

The financial statements of the Company have been prepared under the historical cost convention, unless otherwise indicated in the summary of significant accounting policies.

   (b)        Receivables 

Receivables are carried at anticipated realisable value. All known bad debts are written off and specific allowance is made for debts which are considered doubtful of collection.

               (c)        Amount due from contract customers 

The amount due from contract customers is stated at cost plus profits attributable to contract in progress less progress billings and provision for foreseeable losses, if any. Cost includes direct materials, labour and applicable overheads.

   (d)        Payables 

Payables are stated at cost which is the fair value of the consideration to be paid in the future for goods and service received.

   (e)        Provision for liabilities 

Provision for liabilities are recognised when the Company has a present obligation as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligations and a reliable estimate of the amount can be made. Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. Where the effect of the time value of money is material, the amount of provisions is the present value of the expenditure expected to be required to settle the obligation.

   2.         SIGNIFICANT ACCOUNTING POLICIES (CONT'D) 
   (f)         Cash and cash equivalents 

Cash and cash equivalents consist of cash in hand, balances and deposits with banks and highly liquid investments which have an insignificant risk of changes in value.

   (g)        Income tax 

Current tax

Current tax expense is the expected amount of income taxes payable in respect of the taxable profit for the financial year and is measured using the tax rates that have been enacted by the reporting date. Current tax for current and prior periods is recognised as liability (or asset) to the extent that it is unpaid (or refundable).

Deferred tax

Deferred tax liabilities and assets are provided for under liability method in respect of all temporary differences at the reporting date between carrying amount of an asset or liability in the statement of financial position and its tax base including unused tax losses and capital allowances.

Deferred tax assets are recognised only to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilised. The carrying amount of a deferred tax asset is reviewed at each reporting date. If it is no longer probable that sufficient taxable profit will be available to allow the benefit of part or that entire deferred tax asset to be utilised, the carrying amount of the deferred tax asset will be reduced accordingly. When it becomes probable that sufficient taxable profit will be available, such reductions will be reversed to the extent of the taxable profit.

Current and deferred tax is recognised as an expense or income in the profit or loss, except when it relates to items credited or debited directly to equity, in which case the deferred tax is also recognised directly in equity.

Deferred tax is measured at the tax rates that are expected to apply in the period when the asset is realised or the liability is settled, based on tax rates that have been enacted or substantively enacted by the reporting date.

   (h)        Revenue 

Revenue is recognised to the extent that it is probable that economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured at the fair value of consideration received and receivable.

   2.         SIGNIFICANT ACCOUNTING POLICIES (CONT'D) 
   (h)        Revenue (cont'd) 

Contract revenue

Contract revenue represents revenue earned from information technology related activities which inclusive of providing information technology and computer related services, and supplying of computers and related equipments. Contract revenue is recognised upon delivery of goods and services rendered to the contract customers. Foreseeable losses, if any, are provided for in full as and when it can be reasonable as curtained that the contract will result in a loss.

   (i)         Employee benefits 
                           (i)         Short term benefits 

Wages, salaries, bonuses and social security contributions are recognised as an expense in the financial year in which the associated services are rendered by employees of the Company. Short term accumulating compensated absences such as paid annual leave are recognised when services are rendered by employees that increase their entitlement to future compensated absences, and short term non-accumulating compensated absences such as sick leave are recognised when the absences occur.

                           (ii)        Defined contribution plans 

The Company make contributions to the statutory pension schemes as provided by the laws in which it has operations.

The contributions are recognised as a liability after deducting any contribution already paid and as an expense in the period in which the employees render their services.

   3.         PRINCIPAL ACTIVITIES AND GENERAL INFORMATION 

The principal activities of the Company consist of providing computer related services on application software, development, project coordination and management, operational consultations and contract personnel.

There have been no significant changes in the nature of these activities during the financial year.

   3.         PRINCIPAL ACTIVITIES AND GENERAL INFORMATION (CONT'D) 

The Company is a private limited liability company, incorporated and domiciled in Malaysia. The registered office of the Company is located at 17-4-1, Jalan Semarak Api 2, Diamond Square, Off Jalan Gombak, 53000 Kuala Lumpur. The principal place of business of the Company is located at Suite 703, 7(th) Floor, Block A4, Leisure Commerce Square, Pusat Dagang Setia Jaya, No 9, Jalan 8/9, 46150 Petaling Jaya, Selangor Darul Ehsan.

The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the Directors on O/S.

   4.         AMOUNT DUE FROM CONTRACT CUSTOMERS 
 
                                           2011            2010 
                                            RM              RM 
 
 Cost incurred on contract to date        83,637,171     74,044,257 
 Attributable profits                     19,646,918     17,016,426 
                                      --------------  ------------- 
 
                                         103,284,089     91,060,683 
 Progress Billings                     (103,284,089)   (91,060,683) 
                                      --------------  ------------- 
 
 Amount due from contract customers                -              - 
                                      ==============  ============= 
 
   5.         AMOUNT DUE FROM IMMEDIATE HOLDING COMPANY 
 
                        2011           2010 
                         RM             RM 
 
 Amount due from 
  - trade             21,942,876     19,312,384 
  - non-trade       (14,433,950)   (12,601,358) 
                   -------------  ------------- 
 
                       7,508,926      6,711,026 
                   =============  ============= 
 

The amount due from immediate holding company is unsecured, interest-free and repayable on demand.

   6.         SHARE CAPITAL 
 
                                     2011      2010 
                                      RM        RM 
 
 Authorised:- 
  100,000 ordinary shares of RM1 
   each                             100,000   100,000 
                                   ========  ======== 
 
 Issued and fully paid:- 
  2 ordinary shares of RM1 each           2         2 
                                   ========  ======== 
 
   7.         RETAINED PROFITS 

Subject to agreement by the Inland Revenue Board, the Company has sufficient tax credit under Section 108 of the Income Tax Act, 1967 to frank the payment of dividends out of its entire retained profits as at 30 September 2011.

The Malaysian Budget 2008 introduced a single tier company income tax system with effect from year of assessment 2008. As such, the section 108 tax credit as at 30 September 2011 will be available to the Company until such time the credit is fully utilised or upon expiry of the six year transitional period on 31 December 2013, whichever is earlier.

As at 30 September 2011, the Company did not elect for the single tier tax system.

   8.         AMOUNT DUE TO A DIRECTOR 

The amount due to a director is unsecured, interest-free and repayable on demand.

   9.         REVENUE 

Revenue of the Company represents the contract revenue earned from contract activities inclusive of providing information technology and supplying related goods and services to the contract customers.

   10.       PROFIT BEFORE TAX 

Profit before tax has been determined after charging, amongst others, the following items:-

 
                                   2011    2010 
                                    RM      RM 
 
 
 Audit fee                         5,000   5,000 
 Realised foreign exchange loss        -   2,151 
 Rental of equipment                   -   3,900 
                                  ======  ====== 
 
   11.       TAX EXPENSE 
 
                                        2011       2010 
                                         RM         RM 
 Income tax 
 - current financial year              223,320    625,500 
 - overprovision in prior financial 
  year                                       -   (12,882) 
                                      --------  --------- 
 
                                       223,320    612,618 
                                      ========  ========= 
 
   11.       TAX EXPENSE (CONT'D) 

A reconciliation of income tax expense on profit before tax with the applicable statutory income tax rate is as follows:-

 
                                       2011       2010 
                                        RM         RM 
 
 Profit before tax                    838,153   2,494,251 
                                    =========  ========== 
 
 Income tax at rate of 25%            209,538     623,563 
 
 Tax effects in respect of: 
  Non-allowable expenses               13,782       1,937 
 
 Tax expense for the financial 
  year                                223,320     625,500 
 Overprovision in prior financial 
  year                                      -    (12,882) 
                                    ---------  ---------- 
 
                                      223,320     612,618 
                                    =========  ========== 
 
   12.       EMPLOYEES INFORMATION 
 
                 2011      2010 
                  RM        RM 
 
 Staff costs    503,831   539,086 
               ========  ======== 
 

The number of employees of the Company at the end of the financial year was 39 (2010: 42). Included in the staff costs is defined contribution plan of RM53,222 (2010:RM52,000).

   13.       SIGNIFICANT INTER COMPANY TRANSACTIONS 

Significant inter company transactions during the financial year were as follows:-

 
                                           2011          2010 
                                            RM            RM 
 
 Progress billing charged to holding 
  immediate company                      12,223,406    10,796,517 
 Corporate expenses charged by 
  immediate holding company               1,096,890       948,836 
 Management fee charged by immediate 
  holding company                                 -        54,000 
                                       ============  ============ 
 

TELITI SERVICES SDN. BHD.

(Incorporated in Malaysia)

INCOME STATEMENT FOR THE FINANCIAL YEARS ENDED 30 SEPTEMBER 2011

AND 2010

 
                                                    2011                   2010 
                                                      RM                     RM 
 
 Revenue                                      29,697,441             33,882,626 
 
 Cost of sales                              (25,782,377)           (27,308,162) 
 
 Gross profit                                  3,915,064              6,574,464 
 
 Other income                                          -                  8,354 
 
 Selling and distribution expenses             (170,317)              (215,722) 
 
 Administration expenses                     (3,135,459)            (2,610,806) 
                                     -------------------  --------------------- 
 
 Profit before tax                               609,288              3,756,290 
 
 Tax expense                                   (162,941)              (936,515) 
                                     -------------------  --------------------- 
 
 Net profit for the financial 
  year                                           446,347              2,819,775 
                                     ===================  ===================== 
 

TELITI SERVICES SDN. BHD.

(Incorporated in Malaysia)

BALANCE SHEET AS AT 30 SEPTEMBER 2011 AND 2010

 
                                                                  2011                      2010 
                                                                    RM                        RM 
 
 ASSETS 
 Current assets 
  Amount due from contract customers                                 -                         - 
  Amount due from immediate holding company                 11,619,915                10,993,155 
  Cash and bank balances                                         1,875                     1,875 
                                              ------------------------  ------------------------ 
 
  Total current assets                                      11,621,790                10,995,030 
                                              ------------------------  ------------------------ 
 
 Total assets                                               11,621,790                10,995,030 
                                              ========================  ======================== 
 
 EQUITY AND LIABILITIES 
 EQUITY 
  Share capital                                                      2                         2 
  Retained profits                                           9,992,893                 9,546,546 
                                              ------------------------  ------------------------ 
 
  Total equity                                               9,992,895                 9,546,548 
                                              ------------------------  ------------------------ 
 
 Current liabilities 
  Other payables                                               278,211                   278,211 
  Tax payable                                                1,350,684                 1,170,271 
                                              ------------------------  ------------------------ 
 
 Total current liabilities                                   1,628,895                 1,448,482 
                                              ------------------------  ------------------------ 
 
 Total equity and liabilities                               11,621,790                10,995,030 
                                              ========================  ======================== 
 

TELITI SERVICES SDN. BHD.

(Incorporated in Malaysia)

CASH FLOW STATEMENT FOR THE FINANCIAL YEARS ENDED 30 SEPTEMBER 2011

AND 2010

 
                                                           2011                   2010 
                                                             RM                     RM 
 
 CASH FLOWS FROM OPERATING ACTIVITIES 
  Profit before tax                                     609,288              3,756,290 
 
 Changes in working capital :- 
  Immediate holding company                           (609,288)            (3,137,588) 
  Payables                                                    -                  1,991 
                                          ---------------------  --------------------- 
 
  Cash generated from operations                              -                620,693 
 
  Tax paid                                                    -              (620,693) 
                                          ---------------------  --------------------- 
 
  Net cash used in operating activities                       -                      - 
                                          ---------------------  --------------------- 
 
 
 CASH AND CASH EQUIVALENTS* 
  Net changes                                                 -                      - 
  At beginning of financial year                          1,875                  1,875 
                                          ---------------------  --------------------- 
 
  At end of financial year                                1,875                  1,875 
                                          =====================  ===================== 
 

*Cash and cash equivalents represent cash and bank balances

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TELITI SERVICES SDN. BHD.

(Incorporated in Malaysia)

Company No: 662974 W

Report on the Financial Statements

We have audited the financial statements of Teliti Services Sdn. Bhd., which comprise the balance sheet as at 30 September 2011, and the income statement, statement of changes in equity and cash flow statement for the financial year then ended, and a summary of significant accounting policies and other explanatory notes, as set out on pages 10 to 20.

Directors' Responsibility for the Financial Statements

The Directors of the Company are responsible for the preparation of financial statements that give a true and fair view in accordance with Private Entity Reporting Standards and the Companies Act, 1965 in Malaysia, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgement, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company's preparation of financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Company No: 662974 W

Report on the Financial Statements (cont'd)

Opinion

In our opinion, the financial statements have properly drawn up in accordance with Private Entity Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Company as of 30 September 2011 and of its financial performance and cash flows for the financial year then ended.

Report on Other Legal and Regulatory Requirements

In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report that in our opinion the accounting and other records and the registers required by the Act to be kept by the Company have been properly kept in accordance with the provisions of the Act.

Other Matters

This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.

 
   SJ GRANT THORNTON      DATO' N. K. JASANI 
    (NO. AF: 0737)       CHARTERED ACCOUNTANT 
 CHARTERED ACCOUNTANTS   (NO: 708/03/12(J/PH)) 
                                PARTNER 
 Kuala Lumpur 
 
 

TELITI SERVICES SDN. BHD.

(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS - 30 SEPTEMBER 2011

   1.         BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS 

The financial statements of the Company have been prepared in accordance with Private Entity Reporting Standards issued by the Malaysian Accounting Standards Board ("MASB") and Companies Act, 1965 in Malaysia.

   2.         SIGNIFICANT ACCOUNTING POLICIES 
   (a)        Accounting convention 

The financial statements of the Company have been prepared under the historical cost convention, unless otherwise indicated in the other significant accounting policies.

   (b)        Receivables 

Receivables are carried at anticipated realisable value. All known bad debts are written off and specific allowance is made for debts which are considered doubtful of collection.

               (c)        Amount due from contract customers 

The amount owing from contract customers is stated at cost plus profits attributable to contract in progress less progress billings and provision for foreseeable losses, if any. Cost includes direct materials, labour and applicable overheads.

   (d)        Payables 

Payables are stated at cost which is the fair value of the consideration to be paid in the future for goods and service received.

   (e)        Provision for liabilities 

Provision for liabilities are recognised when the Company has a present obligation as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligations and a reliable estimate of the amount can be made. Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. Where the effect of the time value of money is material, the amount of provisions is the present value of the expenditure expected to be required to settle the obligation.

   2.         SIGNIFICANT ACCOUNTING POLICIES (CONT'D) 
   (f)         Cash and cash equivalents 

Cash and cash equivalents consist of cash in hand, balances and deposits with banks and highly liquid investments which have an insignificant risk of changes in value.

               (g)        Income tax 

Income tax in the profit or loss for the financial year comprises current and deferred tax. Current tax is the expected amount of income taxes payable in respect of the taxable profit for the financial year and is measured using the tax rates that have been enacted at the balance sheet date.

Deferred tax is provided for, using the liability method, on temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts in the financial statements. In principle, deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that the taxable profit will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised. Deferred tax is not recognised if the temporary differences arise from goodwill or negative goodwill or from the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit.

Deferred tax is measured at the tax rates that are expected to apply in the period when the asset is realised or the liability is settled, based on tax rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax is recognised in the income statement, except when it arises from a transaction which is recognised directly in equity, in which case the deferred tax is also charged or credited directly in equity, or when it arises from a business combination that is an acquisition, in which case the deferred tax is included in the resulting goodwill or negative goodwill.

Deferred tax assets and deferred tax liabilities are off set, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and same taxation authority.

   (h)        Revenue 

Revenue is recognised to the extent that it is probable that economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured at the fair value of consideration received and receivable.

   2.         SIGNIFICANT ACCOUNTING POLICIES (CONT'D) 
   (h)        Revenue (cont'd) 

Contract revenue

Contract revenue represents revenue earned from information technology related activities which inclusive of providing information technology and computer related services, and supplying of computers and related equipments. Contract revenue is recognised upon delivery of goods and services rendered to the contract customers. Foreseeable losses, if any, are provided for in full as and when it can be reasonable as curtained that the contract will result in a loss.

    (i)        Employee benefits 
                           (i)         Short term benefits 

Wages, salaries, bonuses and social security contributions are recognised as an expense in the financial year in which the associated services are rendered by employees of the Company. Short term accumulating compensated absences such as paid annual leave are recognised when services are rendered by employees that increase their entitlement to future compensated absences, and short term non-accumulating compensated absences such as sick leave are recognised when the absences occur.

                           (ii)        Defined contribution plans 

The Company make contributions to the statutory pension schemes as provided by the laws in which it has operations.

The contributions are recognised as a liability after deducting any contribution already paid and as an expense in the period in which the employees render their services.

   (j)         Equity instruments 

Ordinary shares are recognised at the nominal value and classified as equity instrument.

   3.         PRINCIPAL ACTIVITIES AND GENERAL INFORMATION 

The Company is a private limited liability company, incorporated and domiciled in Malaysia.

The registered office of the Company is located at 17-4-1, Jalan Semarak Api 2, Diamond, Off Jalan Gombak, 53000 Kuala Lumpur. The principal place of business of the Company is located at Suite 703, 7(th) Floor, Block A4, Leisure Commerce Square, Pusat Dagang Setia Jaya, No.9, Jalan 8/9, 46150 Petaling Jaya, Selangor Darul Ehsan.

The principal activities of the Company consist of providing information technology and computer related services and supplying of computer and related equipment.

There have been no significant changes in the nature of these activities during the year.

The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the Directors on O/S.

   4.         AMOUNT DUE FROM CONTRACT CUSTOMERS 
 
                                          2011            2010 
                                           RM              RM 
 
 Costs incurred on contract to 
  date                                  114,745,138      88,967,792 
 Attributable profits                    17,302,342      13,382,246 
                                     --------------  -------------- 
 
                                        132,047,480     102,350,038 
 Progress billings                    (132,047,480)   (102,350,038) 
                                     --------------  -------------- 
 
 Amount due from contract customer                -               - 
                                     ==============  ============== 
 
   5.         AMOUNT DUE FROM IMMEDIATE HOLDING COMPANY 
 
                             2011          2010 
                              RM            RM 
 Amount due from/(to) 
 - trade                   24,109,616    20,194,552 
 - non-trade             (12,489,701)   (9,201,397) 
                        -------------  ------------ 
 
                           11,619,915    10,993,155 
                        =============  ============ 
 

All balances are unsecured, interest-free and repayable on demand.

   6.         SHARE CAPITAL 
 
                                     2011      2010 
                                      RM        RM 
 
 Authorised:- 
  100,000 ordinary shares of RM1 
   each                             100,000   100,000 
                                   ========  ======== 
 
 Issued and fully paid:- 
  2 ordinary shares of RM1 each           2         2 
                                   ========  ======== 
 
   7.         RETAINED PROFITS 

Subject to agreement by the Inland Revenue Board, the Company has sufficient tax credit under Section 108 of the Income Tax Act, 1967 to frank the payment of dividends out of its entire retained profits as at 30 September 2011.

The Malaysian Budget 2008 introduced a single tier company income tax system with effect from year of assessment 2008. As such, the section 108 tax credit as at 30 September 2011 will be available to the Company until such time the credit is fully utilised or upon expiry of the six year transitional period on 31 December 2013, whichever is earlier.

As at 30 September 2011, the Company did not elect for the single tier tax system.

   8.         REVENUE 

Revenue of the Company represents the contract revenue earned from contract activities inclusive of providing information technology and supplying related goods and services to the contract customers.

   9.         PROFIT BEFORE TAX 

Profit before tax has been determined after charging amongst others, the following item:-

 
                           2011    2010 
                            RM      RM 
 
 Auditors' remuneration    5,000   5,000 
                          ======  ====== 
 
 10.       TAX EXPENSE 
 
                                      2011      2010 
                                       RM        RM 
 
 Income tax 
 - Current financial year            157,840   941,992 
 - Under/(Over)provision in prior 
  financial year                       5,101   (5,477) 
 
                                     162,941   936,515 
                                    ========  ======== 
 

A reconciliation of income tax expense on profit before tax with the applicable statutory income tax rate is as follows:-

 
                                      2011       2010 
                                       RM         RM 
 
 Profit before tax                   609,288   3,756,290 
                                   =========  ========== 
 
 Income tax at rate of 25%           152,322     939,072 
 
 Tax effects in respect of: 
  Non-allowable expenses               5,518       2,920 
 
 Tax expense for the financial 
  year                               157,840     941,992 
 Under/(Over) provision in prior 
  financial year                       5,101     (5,477) 
                                   ---------  ---------- 
 
                                     162,941     936,515 
                                   =========  ========== 
 
   11.       EMPLOYEES INFORMATION 
 
                  2011        2010 
                   RM          RM 
 
 Staff costs    1,435,793   1,190,689 
               ==========  ========== 
 

The number of employees of the Company at the end of the financial year was 22 (2010: 12) persons. Included in the staff costs is defined contribution plan of RM159,977 (2010:RM128,843).

   12.       SIGNIFICANT INTER COMPANY TRANSACTIONS 

Significant inter company transactions during the financial year were as follows:-

 
                                              2011          2010 
                                               RM            RM 
 
 Progress billings charged to immediate 
  holding company                           29,697,441    33,882,626 
 Corporate expenses charged by 
  immediate holding company                  1,632,545     1,385,278 
 Management fee charged by immediate 
  holding company                                    -        54,000 
                                          ============  ============ 
 

The Directors are of the opinion that the Company has entered into the above transaction on a negotiated basis.

 
 
  TELITI DATACENTRES SDN. BHD. 
 (Incorporated in Malaysia) 
 
 INCOME STATEMENT FOR THE FINANCIAL YEARS ENDED 30 SEPTEMBER 
 2011 AND 2010 
 
 
                                                        2011                  2010 
                                                          RM                    RM 
 
 Revenue                                             374,864                     - 
 
 Cost of sales                                     (281,437)                     - 
                                       ---------------------  -------------------- 
 
 Gross profit                                         93,427                     - 
 
 Other operating income                              146,708                     - 
 
 Administration expenses                           (160,555)             (454,862) 
 
 Selling and distribution costs                     (44,732)              (25,582) 
 
 Other operating expenses                            (4,474)                     - 
 
 Finance cost                                       (14,563)                     - 
                                       ---------------------  -------------------- 
 
 Profit/(Loss) before tax                             15,811             (480,444) 
 
 Tax expense                                               -                     - 
                                       ---------------------  -------------------- 
 
 Net profit/(loss) for the financial 
  year                                                15,811             (480,444) 
                                       =====================  ==================== 
 
 
 TELITI DATACENTRES SDN. BHD. 
 (Incorporated in Malaysia) 
 
 BALANCE SHEET AS AT 30 SEPTEMBER 2011 AND 2010 
 
                                                             2011                         2010 
                                                               RM                           RM 
 
 ASSETS 
 Non-current assets 
  Property, plant and equipment                        57,534,742                    2,892,149 
  Fixed deposits with licensed banks                      500,000                            - 
  Development cost                                      1,432,351                            - 
                                             --------------------   -------------------------- 
 
 Total non-current assets                              59,467,093                    2,892,149 
                                             --------------------   -------------------------- 
 
 Current assets 
  Trade receivable                                         52,820                            - 
  Other receivables                                       245,488                            - 
                                             --------------------   -------------------------- 
 
 Total current assets                                     298,308                            - 
                                             --------------------   -------------------------- 
 
 Total assets                                          59,765,401                    2,892,149 
                                             ====================   ========================== 
 
 EQUITY AND LIABILITIES 
 EQUITY 
  Share capital                                         3,000,000                            2 
  Accumulates loss                                      (481,166)                    (496,977) 
                                             --------------------   -------------------------- 
 
 Total equity                                           2,518,834                    (496,975) 
                                             --------------------   -------------------------- 
 
 LIABILITIES 
 Non-current liabilities 
  Borrowings                                           35,217,705                            - 
  Finance lease payables                                1,232,270                            - 
                                             --------------------   -------------------------- 
 
  Total non-current liabilities                        36,449,975                            - 
                                             --------------------   -------------------------- 
 
 Current liabilities 
  Other payables                                        5,464,627                        1,000 
  Amount due to immediate holding 
   company                                             13,727,253                    3,388,124 
  Borrowings                                               14,563                            - 
  Finance lease payables                                1,590,149                            - 
                                             --------------------   -------------------------- 
 
 Total current liabilities                             20,796,592                    3,389,124 
                                             --------------------   -------------------------- 
 
 Total equity and liabilities                          59,765,401                    2,892,149 
                                             ====================   ========================== 
 
 
 
 TELITI DATACENTRES SDN. BHD. 
 (Incorporated in Malaysia) 
 
 CASH FLOW STATEMENT FOR THE FINANCIAL YEARS ENDED 30 SEPTEMBER 
  2011 AND 2010 
                                                                           2011                 2010 
                                                                             RM                   RM 
 
 CASH FLOWS FROM OPERATING ACTIVITIES 
  Profit/(Loss) before tax                                               15,811            (480,444) 
 
 Adjustment for:- 
  Depreciation                                                            4,474                    - 
  Interest expenses                                                      14,563                    - 
                                                          ---------------------   ------------------ 
 
 Operating profit/(loss) before working 
  capital changes                                                        34,848            (480,444) 
 
 Change in working capital :- 
  Immediate holding company                                          10,339,129            3,372,593 
  Receivables                                                         (298,308)                    - 
  Payables                                                            5,463,627                    - 
                                                          ---------------------   ------------------ 
 
  Net cash from operating activities                                 15,539,296            2,892,149 
                                                          ---------------------   ------------------ 
 
 CASH FLOWS FROM INVESTING ACTIVITIES 
  Purchase of property, plant and equipment                        (51,824,648)          (2,892,149) 
  Placement of fixed deposit                                          (500,000)                    - 
  Purchase of development cost                                      (1,432,351)                    - 
                                                          ---------------------   ------------------ 
 
  Net cash used in investing activity                              (53,756,999)          (2,892,149) 
                                                          ---------------------   ------------------ 
 
 CASH FLOWS FROM FINANCING ACTIVITIES 
  Issuance of ordinary shares                                         2,999,998                    - 
  Interest paid                                                        (14,563)                    - 
  Drawdown of term loan                                              35,217,705                    - 
                                                          ---------------------   ------------------ 
 
  Net cash flow financing activities                                 38,203,140                    - 
                                                          ---------------------   ------------------ 
 
 CASH AND CASH EQUIVALENTS 
  Net changes                                                          (14,563)                    - 
  At beginning of financial year                                              -                    - 
                                                          ---------------------   ------------------ 
 
  At end of financial year                                             (14,563)                    - 
                                                          =====================   ================== 
 
 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF

TELITI DATACENTRES SDN. BHD.

(Incorporated in Malaysia)

Company No: 631859 A

Report on the Financial Statements

We have audited the financial statements of Teliti Datacentres Sdn. Bhd., which comprise the balance sheet as at 30 September 2011 of the Company, and the income statement, statement of changes in equity and cash flow statement of the Company for the financial year then ended, and a summary of significant accounting policies and other explanatory notes, as set out on pages 10 to 23.

Directors' Responsibility for the Financial Statements

The Directors of the Company are responsible for the preparation of financial statements that give a true and fair view in accordance with Private Entity Reporting Standards and the Companies Act, 1965 in Malaysia, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgement, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company's preparation of financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Company No: 631859 A

Report on the Financial Statements (cont'd)

Opinion

In our opinion, the financial statements have been properly drawn up in accordance with Private Entity Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Company as at 30 September 2011 and of its financial performance and cash flows for the financial year then ended.

Report on Other Legal and Regulatory Requirements

In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report that in our opinion the accounting and other records and the registers required by the Act to be kept by the Company have been properly kept in accordance with the provisions of the Act.

Other Matters

This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.

 
   SJ GRANT THORNTON      DATO' N. K. JASANI 
    (NO. AF: 0737)       CHARTERED ACCOUNTANT 
 CHARTERED ACCOUNTANTS   (NO: 708/03/12(J/PH)) 
                                PARTNER 
 Kuala Lumpur 
 
 

TELITI DATACENTRES SDN. BHD.

(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS - 30 SEPTEMBER 2011

   1.         BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS 

The financial statements of the Company have been prepared in accordance with Private Entity Reporting Standards issued by the Malaysian Accounting Standards Board ("MASB") and the Companies Act, 1965 in Malaysia.

   2.         SIGNIFICANT ACCOUNTING POLICIES 
   (a)        Accounting convention 

The financial statements of the Company have been prepared under the historical cost convention, unless otherwise indicated in the summary of significant accounting policies.

               (b)        Receivables 

Trade and other receivables are carried at anticipated realisable value. Bad debts are written off in the period in which they are identified. An allowance is made for doubtful debts based on a review of all outstanding amounts at the period end.

                   (c)        Payables 

Payables are stated at cost which is the fair value of the consideration to be paid in the future for goods and service received.

   (d)        Property, plant and equipment 

Property, plant and equipment are stated at cost less accumulated depreciation and impairment loss. The policy for the recognition and measurement of impairment loss is in accordance with Note 2(h). Depreciation is calculated to write off the cost of property, plant and equipment on a straight line basis over the estimated useful lives of the property, plant and equipment concerned.

The principal depreciation annual rates used is as follow:-

Computers 20%

The residual values, useful life and depreciation method are reviewed at each financial year end to ensure that the amount, method and period of depreciation are consistent with previous estimates and expected pattern of consumption of future economic benefits embodied in the items of property, plant and equipment.

   2.         SIGNIFICANT ACCOUNTING POLICIES (CONT'D) 
               (d)        Property, plant and equipment (cont'd) 

Any items of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. The difference between the net disposal proceeds, if any and the net carrying amount is recognised in profit or loss.

Capital work-in-progress consists of buildings under construction for intended use as office building. The amount is stated at cost and no depreciation is charged until the office building is completed.

   (e)        Employee benefits 
                           (i)         Short term benefits 

Wages, salaries, bonuses and social security contributions are recognised as an expense in the financial year in which the associated services are rendered by employees of the Company. Short term accumulating compensated absences such as paid annual leave are recognised when services are rendered by employees that increase their entitlement to future compensated absences, and short term non-accumulating compensated absences such as sick leave are recognised when the absences occur.

                           (ii)        Defined contribution plans 

The Company make contributions to the countries' statutory pension schemes as provided by the laws of the countries in which it has operations. In particular, the Malaysian incorporated companies contribute to the Employee Provident Fund ("EPF"), a defined contribution plan regulated and managed by the Government of Malaysia, which applies to the majority of the employees.

The contributions are recognised as a liability after deducting any contribution already paid and as an expense in the period in which the employees render their services.

   (f)         Cash and cash equivalents 

Cash and cash equivalents consist of highly liquid investments which are subject to an insignificant risk of changes in value.

   (g)        Revenue recognition 

Revenue is recognised to the extent that it is probable that economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured at the fair value of consideration received and receivable.

   2.         SIGNIFICANT ACCOUNTING POLICIES (CONT'D) 
   (h)        Income tax 

Income tax on the profit or loss for the financial year comprises current and deferred tax. Current tax is the expected amount of income taxes payable in respect of the taxable profit for the year and is measured using the tax rates that have been enacted at the balance sheet date.

Deferred tax is provided for, using the liability method, on temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts in the financial statements. In principle, deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that the taxable profit will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised. Deferred tax is not recognised if the temporary differences arise from goodwill or negative goodwill or from the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit.

Deferred tax is measured at the tax rates that are expected to apply in the period when the asset is realised or the liability is settled, based on tax rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax is recognised in the income statement, except when it arises from a transaction which is recognised directly in equity, in which case the deferred tax is also charged or credited directly in equity, or when it arises from a business combination that is an acquisition, in which case the deferred tax is included in the resulting goodwill or negative goodwill.

   (i)         Impairment of assets 

The carrying amount of the Company's assets are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the asset's recoverable amount is estimated. An impairment loss is recognised whenever the carrying amount of an asset or the cash-generating unit to which it belongs exceeds its recoverable amount. Impairment losses are recognised in the income statement.

The recoverable amount is the greater of the asset's net selling price and its value in use. In assessing value in use, 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 largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have determined, net of depreciation or amortisation, if no impairment loss has been recognised.

   2.         SIGNIFICANT ACCOUNTING POLICIES (CONT'D) 
   (j)         Borrowing costs 

Borrowing costs directly attributable to the construction of a qualifying asset are capitalised during the period of time that is necessary to complete and prepare the asset for its intended use or sale. Capitalisation of borrowings costs commences when the activities to prepare the asset for its intended use or sale are in progress and the expenditures and borrowings costs are incurred. Borrowing costs are capitalised until the assets are substantially completed for their intended use or sale.

Other borrowings costs are expensed in the period in which they are incurred. Borrowing costs consist of interest and other costs that the Company incurred in connection with the borrowing of funds.

   (k)        Development cost 

Development cost are expensed in the period in which they are incurred except when the cost on development project are recognised as development assets when the Company can demonstrate the feasibility of completing the development assets so that it will be available to use on sell, its intention to complete and its ability to use or sell the assets, how the assets will generate future economic benefits, the availability of resources to complete and ability to measure reliability the expenditure during development.

Capitalised developments cost, considered to have finite useful life is authorised over the estimated life span of the developed assets. Impairment and the amortisation period and method are also reviewed at least at each balance sheet date.

(l) Property, plant and equipment acquired under finance lease and hire purchase arrangements

The cost of property, plant and equipment acquired under finance lease or hire purchase arrangements are capitalised. The depreciation policy on these assets is similar to that of the Group's property, plant and equipment depreciation policy. Outstanding obligations due under the finance lease or hire purchase agreements after deducting finance expenses are included as liabilities in the financial statements under finance lease payables. Finance charges on finance lease or hire purchase agreements are allocated to income statement over the period of the respective agreements using the "sum-of-digits" method.

   3.         PRINCIPAL ACTIVITIES AND GENERAL INFORMATION (CONT'D) 

The Company is principally engaged in providing datacenter services and other related computers services.

The Company is a private limited liability company, incorporated and domiciled in Malaysia. The registered office of the Company is located at 17-4-1, Jalan Semarak Api 2, Diamond Square, Off Jalan Gombak, 53000 Kuala Lumpur.

The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the Directors on 29 March 2012.

   4.         PROPERTY, PLANT AND EQUIPMENT 
 
                              Computers, 
                               equipment       Capital        Total         Total 
                              and software     work-in-        2011         2010 
                                               progress 
                                  RM             RM            RM            RM 
 Cost 
 
 At 1 October                            -     2,892,149     2,892,149            - 
 Additions                          89,652    54,557,415    54,647,067    2,892,149 
                            --------------  ------------  ------------  ----------- 
 
  At 30 September                   89,652    57,449,564    57,539,216    2,892,149 
                            --------------  ------------  ------------  ----------- 
 
 Accumulated depreciation 
 
 At 1 October                            -             -             -            - 
 Charge for financial 
  year                               4,474             -         4,474            - 
                            --------------  ------------  ------------  ----------- 
 
  At 30 September                    4,474             -         4,474            - 
                            --------------  ------------  ------------  ----------- 
 
 Carrying amount 
 At 30 September 2011               85,178    57,449,564    57,534,742            - 
                            ==============  ============  ============  =========== 
 
 At 30 September 2010                    -             -             -    2,892,149 
                            ==============  ============  ============  =========== 
 
 

The capital work-in-progress is the prepayment of expenses for construction of datacentre building.

   5.         FIXED DEPOSTS WITH LICENSED BANKS 

The Company's fixed deposits are pledged to banks as security for banking facilities granted to the Company by the banks.

   6.         DEVELOPMENT COSTS 
 
                               2011      2010 
                                RM        RM 
 
 Cost 
 Addition during the year    1,432,351      - 
 
  At 30 September            1,432,351      - 
                           ===========  ===== 
 
   7.         TRADE RECEIVABLE 

The Company's normal trade credit term is 30 days. Other credit terms are assessed and approved on a case-by-case basis.

   8.         OTHER RECEIVABLES 
 
                       2011     2010 
                        RM       RM 
 
 Other receivables    104,211      - 
 Deposits             141,277      - 
 
                      245,488      - 
                    =========  ===== 
 
   9.         SHARE CAPITAL 
 
                                      Number of ordinary 
                                      shares of RM1 each                Amount 
                                     2011         2010             2011         2010 
                                                                    RM           RM 
 
 Authorised:- 
  At 1 October                       100,000     100,000           100,000     100,000 
  Created during the financial 
   year                            4,900,000           -         4,900,000           - 
                                 -----------   ---------       -----------   --------- 
 
  At 30 September                  5,000,000     100,000         5,000,000     100,000 
                                 ===========   =========       ===========   ========= 
 
 
 Issued and fully paid:- 
  At 1 October                             2           2                 2           2 
  Issued during the financial 
   year                            2,999,998           -         2,999,998           - 
                                 -----------   ---------       -----------   --------- 
 
  At 30 September                  3,000,000           2         3,000,000           2 
                                 ===========   =========       ===========   ========= 
 
 
   10.       BORROWINGS 
 
                           2011      2010 
                            RM        RM 
 
 Long term borrowing 
 Secured 
  Term loan             35,217,705      - 
                       ===========  ===== 
 
 Short term borrowing 
 Secured 
  Bank overdraft            14,563      - 
                       ===========  ===== 
 
 
   10.       BORROWINGS (CONT'D) 

The term loan and bank overdraft are secured by the followings:-

   (a)        A legal charge over the land of the Company; 
   (b)        Pledged of fixed deposits amounting RM500,000.00 
   (c)        Corporate guarantee by corporate shareholders of the Company; and 
   (d)        Personal guarantee of the Directors of the Company. 

The borrowings bears interest rate ranging from 1.75% to 2.0% per annum plus BLR.

Details of repayment terms are as follows:-

 
               Number of                     Date of 
                monthly        Monthly     commencement    Amount outstanding 
              installments   installment   of repayment       2011        2010 
                                 RM                            RM          RM 
 
 Term loan                                  1 February 
  1               120             60,915       2013           4,944,996      - 
 Term loan                                  1 February 
  2               120            825,339       2013          30,272,709      - 
                                                         --------------  ----- 
 
                                                             35,217,705      - 
                                                         ==============  ===== 
 
   11.       FINANCE LEASES PAYABLES 
 
                                                              2011      2010 
                                                               RM        RM 
 
 Payables within 1 financial year                           1,792,694      - 
 Payables after 1 financial year 
  but not later than 5 financial                            1,280,495      - 
  year 
                                                          -----------  ----- 
                                                            3,073,189      - 
 
 Less: Interest in suspense                                 (250,770)      - 
                                                          -----------  ----- 
 
                                                            2,822,419      - 
                                                          ===========  ===== 
 
 Present value of finance lease 
  payables 
  - within 1 financial year                                 1,590,149      - 
 
   *    after 1 financial year but not later 5 financial    1,232,270      - 
        years 
                                                          -----------  ----- 
 
                                                            2,822,419      - 
                                                          ===========  ===== 
 
   12.       OTHER PAYABLES 
 
                        2011      2010 
                         RM        RM 
 
 Other payables       5,427,165      - 
 Accruals expenses       37,462      - 
 
                      5,464,627      - 
                    ===========  ===== 
 
   13.       AMOUNT DUE TO IMMEDIATE HOLDING COMPANY 

Amount due to immediate holding company is unsecured, bears no interest and repayable on demand.

   14.       REVENUE 

Revenue represents revenue earned from rental of equipment activities which inclusive of providing computer equipment and other related services.

   15.       PROFIT/(LOSS) BEFORE TAX 

Loss before tax has been determined after charging, amongst others, the following items:-

 
                                       2011     2010 
                                        RM       RM 
 
 Audit fee 
  - statutory audit                     7,000   1,000 
  - special audit                       7,000       - 
 Depreciation                           4,474       - 
 Interest expenses                     14,563       - 
 Gain on realised foreign exchange    (2,245)       - 
                                     ========  ====== 
 
   16.       TAX EXPENSE 

There is no provision for taxation for current financial period as the Company has no chargeable income.

A reconciliation of income tax expense on loss before tax with the applicable statutory income tax rate is as follows:-

 
                                            2011            2010 
                                             RM              RM 
 
 Profit/(Loss) before tax                    15,811       (480,444) 
                                         ==========      ========== 
 
 Income tax at rate of 25%                    3,953       (120,111) 
 
 Tax effect in respect of: 
  Non-allowable expenses                      6,412         120,111 
    Utilisation of deferred tax assets     (13,448)               - 
    Deferred tax assets not recognised        3,083               - 
 
                                                  -               - 
                                         ==========      ========== 
 
   16.       TAX EXPENSE (CONT'D) 

The Company has unutilised tax losses and unabsorbed capital allowances amounting to approximately RM7,859 (2010: Nil) and RM53,791 (2010: Nil) respectively. The unutilised tax losses and unabsorbed capital allowances could be carried forward for offsetting against future taxable income.

However, the above amounts are subject to the approval of Inland Revenue Board of Malaysia.

As at balance sheet date, no deferred tax asset is recognised in the financial statements of the Company on the following deductible temporary differences:-

 
                                         2011      2010 
                                          RM        RM 
 
 Deferred tax assets:- 
  Difference between depreciation 
   and capital                          (49,317)      - 
   allowance 
 Unabsorbed tax losses                     7,859      - 
 Unutilised capital allowances            53,791      - 
                                      ----------  ----- 
 
  Deferred tax assets not recognised 
  in the                                  12,333      - 
  financial statements 
                                      ==========  ===== 
 
 
   17.       CAPITAL COMMITMENTS 
 
                                        2011           2010 
                                         RM             RM 
 
 Capital expenditure 
  - Approved and contracted for 
   property, plant and equipment     212,202,858    225,607,851 
                                   =============  ============= 
 
   18.       EMPLOYEE INFORMATION 
 
                 2011      2010 
                  RM        RM 
 
 Staff costs    451,670   448,862 
               ========  ======== 
 

The number of employees of the end of the financial year was 12 (2010: 6) persons. Included in the staff cost is defined contribution plan of RM33,897 (2010: RM33,053).

This information is provided by RNS

The company news service from the London Stock Exchange

END

FR PGUGAWUPPGMB

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