TIDMTEL

RNS Number : 4370G

Teliti International Ltd

29 June 2012

29 June 2012

Teliti International Ltd.

("Teliti" or the "Company")

Results for the six months ended 31 March 2012

Teliti International Ltd (AIM: TEL), the datacentre and IT business, announces its interim results for the six months ended 31 March 2012.

Financial Summary*

   --     Revenues were RM38.2m 
   --     Profit before tax was RM2.2m 
   --     Gross profit was RM3.8m 
   --     Total equity and liabilities at 31 March 2012 were RM141.6m 

* As stated in the Company's Admission document, Teliti International Ltd 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. (the "Subsidiaries") upon Teliti being admitted to AIM. Teliti was admitted to AIM, and the Subsidiaries became subsidiaries of the Company, on 3 November 2011. Prior to Teliti being admitted to AIM, the Subsidiaries were subsidiaries of Teliti Computers Sdn. Bhd. The Company was also a subsidiary of Teliti Computers during this period. As a result, the figures shown for the Company for the six months ended 31 March 2012 are consolidated on a pro forma basis.

Operational Summary

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

o Marketing of the Company's state-of-the-art datacentre ("the Datacentre") continued in Malaysia, through Teliti Datacentres' regional marketing office in Singapore

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

o Completed a number of significant projects, such as for the Accountant General of Malaysia and the City Hall of Kuala Lumpur

o Awarded new contracts, including a further two-year project with the Accountant General of Malaysia and a five-month project worth RM7.4m with Integrasi Naluri Sdn Bgd, a Malaysian telecommunications company

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

Post-period Summary

-- Raised GBP1 million (c.RM4.9m) via a subscription for 1,754,386 new ordinary shares, representing approximately 6.93% of the enlarged issued share capital

-- As announced on 19 June 2012, due to a delay in payments by the Company's debt provider to the Company's contractors, the construction of the Datacentre is now scheduled to complete in July 2012, but the initial 45,000 sq ft is not anticipated to be operational until the first quarter of calendar year 2013

Commenting on the results, Haji Mohamed Nasir, Chief Executive Officer of Teliti, said: "This has been a mixed period for the Company. Teliti Solutions and Teliti Services remain profitable and, excluding the funding issues for Teliti Datacentres, the Company is cash generative.

"Looking ahead, Teliti Solutions and Teliti Services have entered the second half of the year with a very strong order book, and are expected to grow over 130% year-on-year. There was continued demand in our co-location services and significant interest in our Datacentre. We are confident that as soon as the Datacentre commences operations, this interest will quickly convert into rental contracts. As a result, we believe that the fundamentals of the business are resilient and that Teliti's prospects remain strong."

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            +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. Teliti's Admission represented 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.

Teliti Datacentres

Teliti Datacentres was established to construct and operate state-of-the-art datacentre facilities. Its first facility, a state-of-the-art 'green' Datacentre that is being constructed on the outskirts of Kuala Lumpur, Malaysia, will have a total net lettable area of 120,000 sq ft, with installation of equipment occurring modularly - beginning with an intial 45,000 sq ft. It will offer full datacentre services, including communications connectivity, uninterruptable power supply, distribution building utilities and environmental services, that are all necessary to ensure a continuous environment for customers' equipment.

In January 2012, the Company announced that the opening of the Datacentre would be delayed until July 2012 due to a delay in the delivery and receipt of key equipment (being the generator sets from Europe and chiller equipment). However, as announced on 19 June 2012, delayed payments by the Company's debt provider to the Company's contractors will mean that the Datacentre will not be operational from July 2012 as previously indicated. The Company still expects the Datacentre superstructure to be completed in July, but the initial 45,000 sq ft is not anticipated to be operational until the first quarter of calendar year 2013. As a result, Teliti Datacentres will not generate any significant revenues in the year to 30 September 2012. The Company has currently drawndown RM75.5m of the RM111m debt and is in discussions regarding the release of the remaining funds, which are required to bring the Datacentre into operation. The Board is confident that the matter will be resolved in the near future.

Marketing of the Datacentre has continued in Malaysia and through Teliti Datacentres' regional marketing office in Singapore (covering Singapore and Hong Kong), and interest in the facility remains strong. As of 28 June 2012, Teliti was in advanced discussions to sign rental agreements for approximately 20,000 sq ft, or c.44% of the initial 45,000 sq ft of net lettable area.

In addition, Teliti signed a Memorandum of Understanding in June 2012 with Computer Recovery Facility Sdn. Bhd. ("CRF") to accommodate its potential clients' requirements for co-location space at CRF's datacentre in Petaling Jaya, Malaysia. Teliti is also in discussions with a datacentre provider based in Singapore to rent space in its facility. This will enable Teliti to service customers ahead of the opening of the Datacentre.

The Company is continuing to progress discussions with its partners for the provision of cloud computing services and expects this offering to be ready for when the Datacentre is opened.

Teliti Services and Teliti Solutions

During the period Teliti Services and Teliti Solutions were active in completing existing projects and winning new contracts. In particular, the Accountant General of Malaysia's Government awarded a two-year extension contract, worth RM22.4m, for the maintenance of Financial Management and Accounting System ("GFMAS") to be carried out by Teliti Solutions and Teliti Services, which followed the successful completion in November 2011 of the previous three-year project.

Other significant projects completed during the six months ended 31 March 2012 included server supply, installation and maintenance for Lembaga Hasil Dalam Negeri, the City Hall of Kuala Lumpur, which had a value of RM41.7m for the three-year contract. In addition, Teliti Services was awarded a contract by Integrasi Naluri Sdn Bhd, a Malaysian telecommunications company, worth RM7.4m for a five-month project for the delivery, installation and server maintenance for the Malaysian National Archives, part of Malaysia's Ministry of Information, Communications and Culture.

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 half-year ended 31 March 2012, the Subsidiaries made a five-month financial contribution to the Company. In addition, Teliti incurred RM0.37m in administrative expenses.

Teliti Solutions

Revenue almost doubled to RM13.3m compared with RM6.7m for the six months ended 31 March 2011. However, gross profit was broadly similar at RM1.8m and profit before tax decreased to RM1.5m (H1 2011: RM2.6m) due to a significant proportion of revenue for the first half of 2012 being derived from a lower margin contract. This trend is expected to reverse in the second half, with some high margin contracts being undertaken, and Teliti Solutions is anticipated to achieve its targets for the full year.

Teliti Services

Revenue increased by 61% to RM24.6m compared with RM15.2m for the same period in the prior year, and profit before tax was RM1.0m as opposed to RM0.6m. This growth was primarily due to an increase in revenue and decrease in administrative expenses compared to the same period in the prior year. However, the growth was lower than expected as a result of a delay in the completion of a number of significant projects resulting in the billing for those contracts being pushed into the second half of 2012. Gross profit declined to RM1.9m compared with RM2.2m for the prior period due to a large proportion of revenue for the first half of 2012 being derived from a lower margin contract. Overall, the picture for the year remains strong with contracted revenues for the second half of over RM40.0m. In addition, Teliti Services has a pipeline of potential projects of over RM100m.

Teliti Datacentres

During the six months ended 31 March 2012, Teliti Datacentres earned RM0.28m 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 RM0.12m and profit before tax was RM0.02m. This is significantly behind market expectations due to the delay in the opening of the Datacentre.

Outlook

The delay in the completion of the Datacentre will have an adverse material impact on the Company's results for the full year 2012. Despite the Company expecting overall growth for the full year 2012, and Teliti Solutions and Teliti Services on track to meet expectations, the pre-tax profits for the Company will be less than half market expectations. This is due to the loss of any significant revenue contribution from Teliti Datacentres for the year, although this is partially offset by the reduced interest charges resulting from the delay in drawing down on the Company's banking facility. The Board is in discussions with the bank regarding the release of the remaining funds, which are required to bring the Datacentre into operation. The Board is confident that the matter will be resolved in the near future, however further delays would result in the Datacentre not being opening until 2013.

Teliti Solutions and Teliti Services remain profitable and, excluding the funding issues for Teliti Datacentres, the Company is cash generative. There continues to be significant interest in the Datacentre and the Board is confident that as soon as the Datacentre commences operations, this demand will quickly convert into rental contracts. Teliti Solutions and Teliti Services have entered the second half of the year with a robust order book, and are expected to grow over 130% year-on-year. Whilst the Board is disappointed by the delay to the Datacentre and the impact on the 2012 financial results, they believe that the fundamentals of the business are resilient and that Teliti's prospects remain strong.

TELITI INTERNATIONAL LTD

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For the 6 months ended 31 March 2012

 
                                       6 months ended    6 months ended 
                               Notes    31 March 2012    31 March 2012* 
                                          (unaudited)       (unaudited) 
                                               RM'000           GBP'000 
 Revenue                         3             38,172             7,799 
 Cost of sales                               (34,325)           (7,013) 
                                      ---------------  ---------------- 
 Gross profit                                   3,847               786 
 Other operating income                            10                 2 
 Administrative expenses         5            (1,697)             (347) 
 Operating profit                               2,160               441 
 Finance costs                                      -                 - 
                                      ---------------  ---------------- 
 Profit before tax                              2,160               441 
 Tax                             6              (636)             (130) 
                                      ---------------  ---------------- 
 Total comprehensive income 
  for the period                                1,524               311 
                                      ===============  ================ 
 
 Earnings per share 
  - Basic and Diluted (sen)      4               6.47              1.32 
 

* The pro forma balances in pounds Sterling are included solely for convenience. The pro forma balances in pounds Sterling are stated, as a matter of arithmetical computation only, on the basis of all current and prior year balances being translated from Malaysian Ringgits into pounds Sterling at the rate prevailing on 31 March 2012 of RM4.8945 : GBP1.00. This translation should not be construed as meaning that the Malaysian Ringgit amounts actually represent, have been, or could be converted into the stated number of pounds Sterling. CONDENSED CONSOLIDATED BALANCE SHEET As at 31 March 2012

 
                                                As at           As at         As at           As at 
                                             31 March         30 Sept      31 March         30 Sept 
                                  Notes          2012            2011          2012            2011 
                                          (unaudited)   (pro forma**)   (unaudited)   (pro forma**) 
                                               RM'000          RM'000       GBP'000         GBP'000 
 
 NON-CURRENT ASSETS 
 Land, property, plant 
  and equipment                     7         106,508          57,535        21,760          11,755 
 Fixed deposit                                    759             500           155             102 
 Development costs                  8           3,874           1,432           792             293 
 
 Total non-current assets                     111,141          59,467        22,707          12,150 
 
 CURRENT ASSETS 
 Trade receivables                                 53              53            11              11 
 Other receivables, deposits 
  & prepayments                     9           9,114           9,224         1,862           1,885 
 Amount due from related 
  parties                          10          21,319          19,129         4,356           3,908 
 Cash and cash equivalents                          4               4             1               1 
 
 Total current assets                          30,490          28,410         6,230           5,805 
 
 Total assets                                 141,631          87,877        28,937          17,955 
                                         ============  ==============  ============  ============== 
 
 EQUITY 
 Share capital                     11           7,130           7,130         1,457           1,457 
 Share premium                                  1,354           1,354           277             277 
 Merger deficit                    12         (3,060)         (3,060)         (625)           (625) 
 Retained earnings                             17,832          16,308         3,643           3,332 
 
 Total shareholders' 
  equity                                       23,256          21,732         4,752           4,441 
                                         ------------  --------------  ------------  -------------- 
 
 NON-CURRENT LIABILITIES 
 Borrowings                        13          70,995          35,218        14,505           7,195 
 Finance lease payables                         1,232           1,232           252             252 
 
 Total non-current liabilities                 72,227          36,450        14,757           7,447 
 
 CURRENT LIABILITIES 
 Other payables and accruals       14          19,563           6,934         3,997           1,417 
 Trade payables                                     -               -             -               - 
 Amount due to directors                            2               2             *               * 
 Taxation                                       2,229           1,925           455             393 
 Amount due to related 
  parties                          10          23,019          19,229         4,703           3,929 
 Borrowings                                        15              15             3               3 
 Finance lease payables                         1,320           1,590           270             325 
 
 Total current liabilities                     46,148          29,695         9,428           6,067 
 
 Total equity and liabilities                 141,631          87,877        28,937          17,955 
                                         ============  ==============  ============  ============== 
 
 

Note:

* Amount less than GBP1,000

** The comparative financial information has been prepared on a pro forma basis, please see Note 1 General Information for further details.

CONDENSED CONSOLIDATED CASH FLOW STATEMENT For the 6 months ended 31 March 2012

 
                                                6 months ended   6 months ended 
                                       Notes     31 March 2012    31 March 2012 
                                                   (unaudited)      (unaudited) 
                                                        RM'000          GBP'000 
 
 CASH FLOWS FROM OPERATING 
  ACTIVITIES 
 Profit before tax                                       2,160                1 
 
 Adjustment for :- 
 Depreciation                                                9                * 
 
 Operating profit before working 
  capital changes                                        2,169                1 
 
 Changes in working capital 
  :- 
 Increase in receivables                               (2,314)              (1) 
 Increase in tax payables                                (649)                * 
 Decrease in net amounts owed 
  to related parties                                     1,600                * 
 Increase in payables                                   12,951                4 
                                               ---------------  --------------- 
 Net cash from operating activities                     13,757                4 
 
 
 CASH FLOWS FROM INVESTING 
  ACTIVITIES 
 Purchase of land, property, 
  plant and equipment                                 (48,974)             (10) 
 Placement of fixed deposit                              (259)                * 
 Capitalisation of development 
  costs                                                (2,442)              (1) 
 Investment in subsidiary                              (6,060)              (1) 
 Net cash used in investing 
  activity                                            (57,735)             (12) 
 
 CASH FLOWS FROM FINANCING 
  ACTIVITIES 
 Issuance of ordinary shares                             7,130                1 
 Issuance of share premium                               1,355                * 
 Interest paid                                            (15)                * 
 Payment of finance lease 
  payables                                               (270)                * 
 Drawdown of term loan                                  35,778                7 
 
 Net cash flow in financing 
  activities                                            43,978                8 
 
 CASH AND CASH EQUIVALENTS 
 Net changes                                                 -                - 
 At beginning of financial 
  period                                                     4                * 
 
 At end of financial period                                  4                * 
                                               ===============  =============== 
 

Note:

* Amount less than GBP1,000

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the 6 months ended 31 March 2012

 
                              Share                                       Retained 
                            capital   Share premium   Merger deficit      earnings         Total 
                        (unaudited)     (unaudited)      (unaudited)   (unaudited)   (unaudited) 
                             RM'000          RM'000           RM'000        RM'000        RM'000 
 Balance as 
  at 1 October 
  2011                        7,130           1,354          (3,060)        16,308        21,732 
 Total comprehensive 
  loss for the 
  period                          -               -                -         1,524         1,524 
                       ------------  --------------  ---------------  ------------  ------------ 
 Balance as 
  at 31 March 
  2012                        7,130           1,354          (3,060)        17,832        23,256 
                       ============  ==============  ===============  ============  ============ 
 
 
                              Share                                       Retained 
                            capital   Share premium   Merger deficit      earnings         Total 
                        (unaudited)     (unaudited)      (unaudited)   (unaudited)   (unaudited) 
                            GBP'000         GBP'000          GBP'000       GBP'000       GBP'000 
 Balance as 
  at 1 October 
  2011                        1,457             277            (625)         3,332         4,441 
 Total comprehensive 
  loss for the 
  period                          -               -                -           311           311 
                       ------------  --------------  ---------------  ------------  ------------ 
 Balance as 
  at 31 March 
  2012                        1,457             277            (625)         3,643         4,752 
                       ============  ==============  ===============  ============  ============ 
 

NOTES TO THE FINANCIAL INFORMATION For the 6 months ended 31 March 2012

   1.       General Information 

TELITI is a company incorporated in the Cayman Islands with its registered office at Cricket Square, Hutchin Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands.

The information relating to the six months ended 31 March 2012 is unaudited and does not constitute statutory accounts.

The comparative financial information as at 30 September 2011, as presented in the Condensed Consolidated Balance Sheet, is presented on a pro forma basis and has not itself been subject to an audit, nor does it constitute the Group's statutory accounts for that period. The comparative financial information was extracted from the audited accounts of the Company and its subsidiaries: Teliti Solutions Sdn. Bhd., Teliti Services Sdn. Bhd. and Teliti Datacentres Sdn. Bhd. for the year ended 30 September 2011. The audited accounts were approved by the Board of Directors on 29 March 2012; the reports of the auditors on those accounts were unqualified and did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report.

These unaudited interim financial results were approved by the Board of Directors on 28 June 2012, are available on the Company's website, www.teliti.com and are being sent to shareholders. Further copies are available from TELITI's registered office, Cricket Square, Hutchin Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands.

   2.       Summary of Significant Accounting Policies 
   2.1     Basis of Presentation 

The accounting policies applied by the Company in these unaudited interim results are based on International Financial Reporting Standards as adopted by the European Union, including IAS 34 'Interim Financial Reporting', and in accordance with the accounting policies which the Company expects to adopt in its next annual accounts for the year ending 30 September 2012 and are the same as those applied by the Company in its financial statements for the year ended 30 September 2011.

NOTES TO THE FINANCIAL INFORMATION For the 6 months ended 31 March 2012

   2.2     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 receivables.

Contract revenue represents revenue earned from information technology related activities which includes providing information technology and computer related services, and supplying of computers and related equipments.

Contract revenue in the consolidated statement of comprehensive income 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 reasonably ascertained that the contract will result in a loss.

   2.3     Basis of Consolidation 

A business combination involving entities under common control is a business combination in which all the combining entities or business are ultimately controlled by the same party or parties both before and after the business combination, and that control is not transitory.

Under the pooling of interests method of accounting, the results of entities of business under common control are accounted for as if the acquisition had occurred at the beginning of the earliest comparative period presented or, if later, at the date that common control was established. The assets and liabilities acquired were recognised at the carrying amounts recognised previously in the Group's controlling shareholder's consolidated financial statements. The difference between the cost of acquisition and the nominal value of the shares acquired together with the share premium are taken to the merger reserve (or adjusted against any suitable reserve in the case of debit differences). The other components of equity of acquired entities are added to same components within Group entity.

In the consolidated financial statements of the merged enterprise, the cost of the merger should be cancelled against the nominal values of the shares/paid-up capital received. The difference between the cost of the merger and nominal values of the shares/paid-up capital received will remain and continue to be classified as part of equity of the Group and will be adjusted against suitable reserve in future, where appropriate. The combination date is the date on which one combining entity effectively obtains control of the other combining entities.

Intra-group balances, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements.

NOTES TO THE FINANCIAL INFORMATION For the 6 months ended 31 March 2012

   2.4     Going Concern 

The directors have prepared financial projections, including cash flows, for a period up to 30 September 2013. Based on these projections and taking into consideration the current financial position of the Group, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the consolidated half-yearly information for the 6 months ended 31 March 2012.

   3.       Segment Reporting 

Management regularly reviews segment information based on the services provided to its customers such as provision of IT software solutions specialising in SAP software ("Solutions"), reselling of IBM products, providing maintenance and support services ("Services") and rental of data centre space ("Data Centre"). Management has determined that all operations are conducted in one geographical segment, namely Malaysia.

The Group's reportable segments under IFRS 8 are therefore as follows:-

 
 6 months ended 31 March 
  2012                             Services          Solutions   Data Centre   Consolidated 
                                (unaudited)        (unaudited)   (unaudited)    (unaudited) 
                                     RM'000             RM'000        RM'000         RM'000 
 Revenue                             24,562             13,326           284         38,172 
 Cost of sales                     (22,665)           (11,500)         (160)       (34,325) 
                           ----------------  -----------------  ------------  ------------- 
 Gross profit                         1,897              1,826           124          3,847 
 Other operating income                   -                  7             3             10 
 Administrative expenses              (879)              (329)         (111)        (1,319) 
                           ----------------  -----------------  ------------  ------------- 
 Segment Result                       1,018              1,504            16          2,538 
 Corporate costs                                                                      (378) 
                                                                              ------------- 
 Profit before tax                                                                    2,160 
 Taxation                                                                             (636) 
                                                                              ------------- 
 Total comprehensive 
  income for the period                                                               1,524 
                                                                              ============= 
 
 

All of the segment revenue reported above is from external customers.

Segment profit represents the profit earned by each segment without allocation of central administration costs, directors' salaries, and finance cost. This is the measure reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance.

NOTES TO THE FINANCIAL INFORMATION For the 6 months ended 31 March 2012

   4.       Earnings Per Share 

The calculation for earnings per share, based on the weighted average number of shares, is shown in the table below:-

 
                                              Six months        Six months 
                                          ended 31 March    ended 31 March 
                                                    2012              2012 
                                             (unaudited)       (unaudited) 
                                                  RM'000           GBP'000 
 Net profit for the financial 
  period after taxation 
  attributable to members (RM'000)                 1,524               311 
                                        ================  ================ 
 
  Weighted average number of ordinary 
  shares for basic 
  earnings per share ('000)                       23,530            23,530 
                                        ================  ================ 
 

No potenital dilutive shares or share options exist and therefore the diluted earnings per share is the same as the basic earnings per share.

   5.       Administrative Expenses 

Included within Administrative expenses are the following balances:-

 
                                     6 months ended   6 months ended 
                                      31 March 2012    31 March 2012 
                                        (unaudited)      (unaudited) 
                                             RM'000          GBP'000 
 
  Directors' fees & allowances                  357               73 
  Staff remuneration & commission               877              179 
  Employee Provident Fund and 
   SOCSO                                        115               23 
 

Breakdown of Directors' fees & allowances:-

 
                                 6 months ended   6 months ended 
                                  31 March 2012    31 March 2012 
                                    (unaudited)      (unaudited) 
                                         RM'000          GBP'000 
 
  Hj. Mohamed Nasir bin Abdul 
   Majid                                    250               50 
  Datuk Ithnin bin Yacob                     33                9 
  Musa bin Mohd Lazim                         6                1 
  Rosmida binti Din                           6                1 
  Maurice Keane                              31                6 
  Brian Rowbotham                            31                6 
                                ---------------  --------------- 
                                            357               73 
                                ===============  =============== 
 
   6.       Taxation 
 
                                     6 months ended   6 months ended 
                                      31 March 2012    31 March 2012 
                                        (unaudited)      (unaudited) 
                                             RM'000          GBP'000 
 Income Tax 
 -Current financial year                        636              130 
 -Under/(Over) provision in prior 
  financial year                                  -                - 
                                    ---------------  --------------- 
                                                636              130 
                                    ===============  =============== 
 

NOTES TO THE FINANCIAL INFORMATION For the 6 months ended 31 March 2012

The provision of taxation is computed based on 25% of profit before tax, the prevailing corporation tax rate in Malaysia.

   7.       Land, Property, Plant and Equipment 
 
                              Computer, equipment     Capital work-in 
                                  and software            progress             Total 
                                RM'000     GBP'000    RM'000   GBP'000    RM'000   GBP'000 
 Cost 
 At 1 October                       90          18    57,450    11,738    57,540    11,756 
 Additions                           -           -    48,982    10,007    48,982    10,007 
                            ----------  ----------  --------  --------  --------  -------- 
 At 31 March 2012                   90          18   106,432    21,745   106,522    21,763 
                            ----------  ----------  --------  --------  --------  -------- 
 
 Accumulated Depreciation 
 At 1 October                        5           1         -         -         5         1 
 Additions                           9           2         -         -         9         2 
                            ----------  ----------  --------  --------  --------  -------- 
 At 31 March 2012                   14           3         -         -        14         3 
                            ----------  ----------  --------  --------  --------  -------- 
 
 Carrying amount 
 At 31 March 2012                   76          15   106,432    21,745   106,508    21,760 
                            ==========  ==========  ========  ========  ========  ======== 
 At 30 September 2011               85          17    57,450    11,738    57,535    11,755 
                            ==========  ==========  ========  ========  ========  ======== 
 

Capital work in progress consists of a building under construction for intended use as a data centre. The amount is stated at cost and no depreciation is to be charged until the data centre is completed. The land and building cost to construct the data centre amounts to approximately RM5.5million and RM228.50million respectively. Based on the architect's progress report, the overall construction of the data centre is approximately 58% complete.

   8.       Development Costs 

Development costs consist of construction costs, staff costs and bank loan interest related to constructing the data centre building.

 
                              As at         As at                  As at         As at 
                           31 March      31 March                30 Sept       30 Sept 
                               2012          2012                   2011          2011 
                        (unaudited)   (unaudited)            (pro forma)   (pro forma) 
                             RM'000       GBP'000                 RM'000       GBP'000 
 
 Development costs 
  Construction costs          1,204           246                    778           159 
  Staff costs                 1,357           278                    654           134 
  Bank interest               1,313           268                      -             - 
                       ------------  ------------  ---------------------  ------------ 
 Total                        3,874           792                  1,432           293 
                       ============  ============  =====================  ============ 
 

NOTES TO THE FINANCIAL INFORMATION For the 6 months ended 31 March 2012

The staff costs were incurred for the construction site supervision relating to the construction progress.

The Group obtained bank loans of approximately RM107 million to finance the construction of the data centre building (representing approximately 80% of total construction cost). The first draw down was on 30 September 2011; the accumulated bank interest incurred amounted to approximately RM1.31 million as at 31 March 2012 and will be amortised immediately upon the data centre building being fully completed.

   9.       Other Receivables 
 
                            As at         As at         As at         As at 
                         31 March      31 March       30 Sept       30 Sept 
                             2012          2012          2011          2011 
                      (unaudited)   (unaudited)   (pro forma)   (pro forma) 
                           RM'000       GBP'000        RM'000       GBP'000 
 
 Rental deposit               245            50           245            50 
 Other receivables          8,869         1,812         8,979         1,835 
 
 Total                      9,114         1,862         9,224         1,885 
                     ============  ============  ============  ============ 
 
 

Other receivables consist of professional fees and other expenses.

   10.     Amount Due From/To Related Parties 

The amount due from/(to) Teliti Computers Sdn Bhd ("TCSB") as at 31 March 2012 is as follows:-

 
                                                    As at         As at         As at         As at 
                                                 31 March      31 March       30 Sept       30 Sept 
                                                     2012          2012          2011          2011 
                                              (unaudited)   (unaudited)   (pro forma)   (pro forma) 
                                                   RM'000       GBP'000        RM'000       GBP'000 
 
 Amount due from TCSB 
 
   *    Teliti Solutions Sdn Bhd ("TSoSB")          8,909         1,820         7,509         1,534 
 
   *    Teliti Services Sdn Bhd ("TSeSB")          12,410         2,536        11,620         2,374 
                                             ------------  ------------  ------------  ------------ 
 Total amount due from                             21,319         4,356        19,129         3,908 
                                             ------------  ------------  ------------  ------------ 
 
 Amount due to TCSB 
 
   *    Teliti Datacentres ("TDcSB")             (16,922)       (3,457)      (13,727)       (2,805) 
 
   *    TELITI                                    (6,097)       (1,246)       (5,502)       (1,124) 
                                             ------------  ------------  ------------  ------------ 
 Total amount due to                             (23,019)       (4,703)      (19,229)       (3,929) 
                                             ------------  ------------  ------------  ------------ 
 
 Net balance due                                  (1,700)         (347)         (100)          (21) 
                                             ============  ============  ============  ============ 
 

TCSB is deemed to be a related party as it owns 85% of the Company and the Group.

NOTES TO THE FINANCIAL INFORMATION For the 6 months ended 31 March 2012

TCSB holds licenses and agency agreements permitting it to bid for opened tenders issued by Malaysian government bodies, agencies and government linked companies or

other private companies. Those licenses and agency agreements are only valid for TCSB.

TCSB allocates a share of its turnover to TSoS and TSeSB (based on the tasks undertaken in respect of each contract) and also charges the related cost of sales to TSoSB and TseSB.

All revenues and other operating income are collected on behalf of TCSB whilst the cost of sales incurred, administrative expenses and payment for income tax to IRB which are paid by TCSB on behalf of TsoSB and TseSB.

   11.     Share Capital 
 
                                     As at         As at         As at         As at 
                                  31 March      31 March       30 Sept       30 Sept 
                                      2012          2012          2011          2011 
                               (unaudited)   (unaudited)   (pro forma)   (pro forma) 
                                    RM'000       US$'000        RM'000       US$'000 
 Authorised 
 50,000,000 Ordinary shares 
  of US$0.10 each                    2,125         5,000         2,125         5,000 
                              ============  ============  ============  ============ 
 Allotted, called up and 
  fully paid 
 23,530,000 Ordinary shares 
  of US$0.10 each                    7,130         2,353         7,130         2,353 
                              ============  ============  ============  ============ 
 

There was no movement in the issued capital of the Company in the current reporting period.

   12.     Merger Deficit 

The merger deficit arose from the acquisition of TELITI and its subsidiary companies, TSeSB, TSoSB and TDcSB during the financial year, as follows:

 
                                  As at         As at         As at         As at 
                               31 March      31 March       30 Sept       30 Sept 
                                   2012          2012          2011          2011 
                            (unaudited)   (unaudited)   (pro forma)   (pro forma) 
                                 RM'000       GBP'000        RM'000       GBP'000 
 
 Cost of merger                   6,060         1,238         6,060         1,238 
 Less: Nominal values of 
  share capital                 (3,000)         (613)       (3,000)         (613) 
                           ------------  ------------  ------------  ------------ 
 Merger deficit                   3,060           625         3,060           625 
                           ============  ============  ============  ============ 
 

NOTES TO THE FINANCIAL INFORMATION For the 6 months ended 31 March 2012

   13.     Borrowing 
 
                               As at         As at         As at         As at 
                            31 March      31 March       30 Sept       30 Sept 
                                2012          2012          2011          2011 
                         (unaudited)   (unaudited)   (pro forma)   (pro forma) 
                              RM'000       GBP'000        RM'000       GBP'000 
 Long Term Borrowing 
 Secured 
 Term loan                    70,995        14,505        35,218         7,195 
                        ============  ============  ============  ============ 
 
 Short Term Borrowing 
 Secured 
 Bank overdraft                   15             3            15             3 
                        ============  ============  ============  ============ 
 

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

0 A legal charge over a piece of vacant land held under Title No HS(D) 173679,PT 29470 and HS(D) 173680, PT29471 in Bandar Baru Enstek, Mukim Labu, Daerah Seremban, Negeri Sembilan;

0 Pledge against a fixed deposit amounting RM500,000 for upfront one (1) month interest;

0 Corporate guarantee for RM111,506,741 is executed by the following corporate shareholders of the Company:-

 
 Corporate Shareholders            Amount 
 Teliti Computers Sdn Bhd   RM111,506,741 
 NTH Technology Sdn Bhd     RM111,506,741 
 
 

0 Joint & Several guarantee for RM111,506,741 is executed by the following person in their personal capacity:-

 
 Director 
 Mohamed Nasir Bin Abdul 
  Majid 
 Ithnin Bin Yacob 
 

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

Detail of repayment terms are as follow:-

 
            Number                       Date of         As at         As at       As at      As at 
           of monthly     Monthly      commencement     31 March      31 March     30 Sept    30 Sept 
           instalment    instalment    of repayment       2012          2012        2011       2011 
                                                                                      (pro       (pro 
                                                      (unaudited)   (unaudited)     forma)     forma) 
                             RM'000                        RM'000       GBP'000     RM'000    GBP'000 
 Term 
  loan                                        1 Feb 
  1        120                   61            2013         4,945             -      4,945          - 
 Term 
  loan                                        1 Feb 
  2        120                  825            2013        66,050             -     30,273          - 
                                                     ------------  ------------  ---------  --------- 
                                                           70,995             -     35,218          - 
                                                     ============  ============  =========  ========= 
 

NOTES TO THE FINANCIAL INFORMATION For the 6 months ended 31 March 2012

   14.     Trade and Other Payables 
 
                         As at         As at         As at         As at 
                      31 March      31 March       30 Sept       30 Sept 
                          2012          2012          2011          2011 
                   (unaudited)   (unaudited)   (pro forma)   (pro forma) 
                        RM'000       GBP'000        RM'000       GBP'000 
 
 Accrual                   417            85           417            86 
 Other payables         19,146         3,912         6,517         1,331 
                  ------------  ------------  ------------  ------------ 
                        19,563         3,997         6,934         1,417 
                  ============  ============  ============  ============ 
 

Other payables mainly consisted of construction costs payable to main contractors for the construction of the data centre building. The significant increase as at 31 March 2012 was due to the delayed payments released by the Company's debt provider to the main contractor. As at 8 May 2012, the Company's debt provider released RM8.5 million to main contractor to settle certain bills.

   15.     Significant Events 

Other than what has been disclosed in this financial information no significant events occurred during the six months financial period under review.

   16.     Post Balance Sheet Events 

The Company raised GBP1 million (c.RM4.9m) via a subscription for 1,754,386 new ordinary shares, representing approximately 6.93% of the enlarged issued share capital.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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