TIDMTEL

RNS Number : 1962B

Teliti International Ltd

28 March 2013

28 March 2013

Teliti International Ltd.

("Teliti" or "the Group")

Results for the year ended 30 September 2012

Teliti International Ltd (AIM: TEL), the datacentre and IT business, announces its full year results for the twelve months ended 30 September 2012.

Financial Summary*

   --     Revenues were RM54.4m (2011: RM55.2m) 

-- Loss before tax was RM1.7m (2011: RM1.5m profit), which includes exceptional costs of RM3.9m in AIM listing expenses and RM0.46m in share-based payment charges

-- Excluding exceptionals, profit before tax increased by 78% to RM2.6m and net profit after tax by 50% to RM1.6m (2011: RM1.08m)

   --     Gross profit was RM6.1m (2011: RM6.7m) 

-- Raised GBP1m (c.RM4.9m) via a subscription for 1,754,386 new ordinary shares, representing approximately 6.93% of the enlarged issued share capital

   --     Total equity and liabilities at 30 September 2012 were RM267.6m (2011: RM75m) 

* As stated in the Group'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 Group, on 3 November 2011. Prior to Teliti being admitted to AIM, the Subsidiaries were subsidiaries of Teliti Computers Sdn. Bhd. ("Teliti Computers"). The Group was also a subsidiary of Teliti Computers during this period. As a result, the figures shown for the Group for the years ended 30 September 2011 and 2012 are consolidated on a pro forma basis.

Operational Summary

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

o Construction of Teliti's state-of-the-art datacentre ("the Datacentre") continued, with the superstructure now being substantially complete

o Financial arrangements being made to enable installation of key equipment in the M&E block

o Specification of the Datacentre has been upgraded to accommodate current technological advancements and to enable two rooms to be certified as Tier 4 capable

o Post period-end, the Group secured new funding from SME Bank for Teliti Datacentres of RM18.5m and a government facilitation fund of RM47m

-- 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 Tenaga Nasional Berhad, Malaysia's largest electric utility company

o Awarded new contracts, including a further two-year project extension with the Accountant General of Malaysia and Pertubuhan Keselamatan Sosial (PERKESO), the Malaysian government's department of social security

Commenting on the results, Haji Mohamed Nasir, Chief Executive Officer of Teliti, said: "Teliti Solutions and Teliti Services continued to win new projects, and progress was made on the Datacentre, with the superstructure being substantially complete.

"Looking ahead, Teliti Solutions and Teliti Services entered the new financial year with a strong order book. We arecurrently in negotiations with various parties, which are still ongoing, to secure the most favourable financing solutions and the Board is confident that the Group will be able to raise sufficient funding in the second quarter of calendar year 2013 to secure the completion of the Datacentre. 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 Group being admitted to AIM on 3 November 2011. Teliti's Admission represented an important step in the Group'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

During the year, work continued on the construction of the Datacentre superstructure, which is now substantially complete. As announced previously, the Group experienced delays in the construction of the Datacentre superstructure, which were primarily caused by delays in the release of funding from Teliti's financing facility. During this delay,the Group drew up a new commissioning plan to enhance the original specification.

Under this new commissioning plan, the first phase will now include a room dedicated to the provision of cloud computing services, which attract a higher margin than the basic co-location services. Teliti is also upgrading two rooms in the Datacentre with the intention that these will be certified as Tier 4 capable. Tier 4 services provide a higher level of security and protection and, as such, also carry a higher margin. In addition, Teliti upgraded the specification of the Datacentre to accommodate current technological advancements and utilise the most up-to-date hardware. Once completed, the Datacentre will be one of the largest of its kind in Malaysia with Tier 3 datacentre classification. The additional time required in the delivery of some of this equipment was heavily outweighed by the benefits that the Datacentre will receive in these enhanced specifications, but this did increase the delays and incur extra costs.

With the Datacentre superstructure now substantially complete, the Group is working on the final stages of development, which include:

   --     the installation of the M&E equipment to enable power generation; 
   --     testing and commissioning of the M&E equipment; 
   --     receipt of Certificate of Completion from the local authority; and 
   --     fit-out of co-location and cloud computing equipment. 

Teliti is currently in negotiations with various parties, which are still ongoing, to secure the most favourable financing solutions and the Board is confident that the Group will be able to raise sufficient funding in the second quarter of calendar year 2013 to secure the completion of the Datacentre. (This is covered further in note 1.2 of the Notes to the Financial Statements.) The Board remains confident of commencing operations and generating revenues by the end of this calendar year.

The Group continues to receive demand for, and significant interest in, the Datacentre. As a result, the Board remains confident that, as soon as the Datacentre commences operations, this interest will quickly convert into rental contracts.

Teliti Services and Teliti Solutions

Teliti Services and Teliti Solutions receive revenue via Teliti Computers, which, as the parent company, invoices the contracted customer for the work performed. Teliti Services and Teliti Solutions, through Teliti Computers, remained active in completing existing projects and winning new contracts during the year.

Teliti Services' largest customer in financial year 2012 in revenue, earned through Teliti Computers, was Pertubuhan Keselamatan Sosial (PERKESO), the Malaysian government's department of social security, which awarded a three-year contract, with a total value of RM13.0m, to supply server units and maintenance for disaster recovery facilities. In 2012, Teliti Services received RM9.2m revenue under this contract, representing 22% of the subsidiary's total revenues. The Accountant General of Malaysia's Government continued to be a significant customer (via Teliti Computers), awarding a two-year extension contract for the maintenance of its Financial Management and Accounting System ("GFMAS") following the successful completion in November 2011 of the previous three-year project.

Teliti Solutions also worked on the GFMAS project and was awarded part of the two-year contract extension through Teliti Computers (Teliti Solutions will receive c.25% of the total contract value, with the remainder being allocated to Teliti Services). However, Teliti Solutions' largest customer (through Teliti Computers) in 2012 was Tenaga Nasional Berhad, Malaysia's largest electric utility company, for which the Group was appointed for the design, supply, installation and commissioning of a supply chain management (SCM) system. Tenaga Nasional Berhad contributed RM8.9m to Teliti Solutions' revenues in 2012, representing 73%.

Financial Review

The Group

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 Group's admission to AIM. Teliti commenced trading on AIM on 3 November 2011. Prior to the Group 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 2012, the Subsidiaries made an 11-month financial contribution to the Group.

In financial year 2012, the Group's reported loss attributable to shareholders amounted to RM2.9m (2011: RM1.09m profit). However, this includes exceptional costs of RM3.9m in AIM listing expenses and RM0.46m in share-based charges. Excluding these exceptional costs, the Group achieved a profit before tax of RM2.6m and net profit after tax of RM1.4m, an increase of 73% and 30% respectively over the prior year.

During the year, the Group raised GBP1m (c.RM4.9m) via a subscription by RBC Trustees (CI) Limited as Trustee of The Karvandi Family Trust ("RBC"), an existing shareholder, for 1,754,386 new ordinary shares, representing approximately 6.93% of the enlarged issued share capital (resulting in RBC having a total holding of 2,424,448 ordinary shares, equating to 9.59% of the Group's total issued share capital). The proceeds of the subscription were used for general working capital and for expanding the Group's international marketing activities.

Teliti Services

Revenue increased by 26% to RM41.5m compared with RM33.0m for the prior year, and profit before tax was RM2.4m as opposed to RM1.1m. This growth was primarily due to an increase in revenue and decrease in administrative expenses compared to the prior year. However, gross profit remained largely flat at RM4.38m compared with RM4.45m for the prior year due to a large proportion of revenue for the first half of 2012 being derived from a lower margin contract. Overall, the Group remains positive on the outlook for Teliti Services for financial year 2013.

Teliti Solutions

Revenue for Teliti Solutions was RM12.3m compared with RM21.8m for the year ended 30 September 2011. Gross profit was RM1.6m and profit before tax was RM0.9m (2011: RM2.2m and RM0.4m respectively). The decline in gross profit was due to a decrease in revenue and as a result of a significant proportion of revenue being derived from a lower margin contract. However, there was an increase in profit before tax due to a significant decrease in administrative, selling and distribution expenses compared with the prior year.

Teliti Datacentres

During the year ended 30 September 2012, Teliti Datacentres earned RM0.57m 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 RM0.11m. This is significantly behind market expectations due to the delay in the opening of the Datacentre. The term loan obtained for funding of the Datacentre building has been fully drawn down, which equated to RM52.7m in 2012 compared with RM35.2m in 2011.

Outlook

Teliti Services and Teliti Solutions continue to progress and, having started financial year 2013 with a confirmed order book of RM25.2m, are on track to meet market expectations of approximately 10% growth for financial year 2013. Whilst the Datacentre is not expected to generate any revenue in financial year 2013, it is anticipated that the Datacentre will become fully operational and commence generating incremental revenue in the fourth quarter of calendar year 2013, with meaningful revenues occurring from the first quarter of calendar year 2014. As a result, the Board remains confident in Teliti's prospects for delivering growth and value to shareholders.

STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 SEPTEMBER 2012

 
                                           Group                      Company 
                            Notes       2012       2011      2012                    2011 
                                      RM'000     RM'000    RM'000                  RM'000 
                                   ---------  ---------  --------  ---------------------- 
 
 Revenue                      4       54,383     55,177         -                       - 
 Cost of sales                      (48,240)   (48,485)         -                       - 
 
 Gross profit                          6,143      6,692         -                       - 
 
 Other income                             33        168         -                       - 
 Listing expenses             5      (3,869)          -   (3,869)                       - 
 Share-based payment 
  charge                     17        (467)          -     (467)                       - 
 Administration expenses             (3,537)    (5,369)     (839)                    (36) 
                                   ---------  ---------  --------  ---------------------- 
 Operating (loss)/profit      5      (1,697)      1,491   (5,175)                    (36) 
 
 Finance costs - net          6          (9)       (15)         -                       - 
                                   ---------  ---------  --------  ---------------------- 
 
 (Loss)/profit before 
  taxation                           (1,706)      1,476   (5,175)                    (36) 
 Taxation                     7        (999)      (400)         -                       - 
                                   ---------  ---------  --------  ---------------------- 
 (Loss)/profit for 
  year                               (2,705)      1,076   (5,175)                    (36) 
                                   ---------  ---------  --------  ---------------------- 
 
 Other comprehensive 
  income                                   -          -         -                       - 
 
 Total comprehensive 
  (loss)/income for 
  year                               (2,705)      1,076   (5,175)                    (36) 
                                   =========  =========  ========  ====================== 
 
 (Loss)/profit and 
  total comprehensive 
  income attributable 
  to: 
  Equity holders of 
  the company                        (2,705)      1,076   (5,175)                    (36) 
                                     (2,705)      1,076   (5,175)                    (36) 
                                   =========  =========  ========  ====================== 
 
 (Loss)/earnings per 
  share (Sen):                8 
  Basic and Diluted                  (12.06)       5.38 
                                   =========  ========= 
 

The results shown above relate entirely to continuing operations.

STATEMENTS OF FINANCIAL POSITION

AS AT 30 SEPTEMBER 2012

 
                                              Group              Company 
                                Notes       2012      2011      2012     2011 
                                          RM'000    RM'000    RM'000   RM'000 
                                       ---------  --------  --------  ------- 
 Non-current assets 
 Property, plant and 
  equipment                      11      245,477    57,535         -        - 
 Intangible assets               12        3,423     1,432         -        - 
 Investment in subsidiaries      13            -         -     7,760        - 
 Deferred tax assets             14          297         -         - 
 Fixed deposits                              509       500         -        - 
                                       ---------  --------  --------  ------- 
 Total non-current 
  assets                                 249,706    59,467     7,760        - 
                                       ---------  --------  --------  ------- 
 
 Current assets 
 Trade and other receivables     15          371     1,298         -    1,000 
 Amounts due from 
  parent company                  24      17,440    13,915       991       53 
 Cash and cash equivalents                   107         4        71        - 
 Total current assets                     17,918    15,217     1,062    1,053 
                                       ---------  --------  --------  ------- 
 
 Total Assets                            267,624    74,684     8,822    1,053 
                                       =========  ========  ========  ======= 
 
 Equity and Reserves 
 Share capital                   16        7,691     6,060     7,691        - 
 Share premium                             5,208         -     5,208        - 
 Share-based payments 
  reserve                        17          467         -       467        - 
 Other reserve                   18      (3,060)   (3,060)         -        - 
 Retained earnings/(losses)                8,317    11,022   (5,211)     (36) 
                                       ---------  --------  --------  ------- 
 Shareholders' Equity                     18,623    14,022     8,155     (36) 
 
 Non-current liabilities 
 Borrowings                      19       82,045    36,450         -        - 
 Total non-current 
  liabilities                             82,045    36,450         -        - 
                                       ---------  --------  --------  ------- 
 
 Current liabilities 
 Trade and other payables        20      134,442     6,941       667    1,089 
 Income tax payable                        2,568     1,939         -        - 
 Amounts due to parent 
  company                         24      22,100    13,727         -        - 
 Borrowings                      19        7,846     1,605         -        - 
 Total current liabilities               166,956    24,212       667    1,089 
                                       ---------  --------  --------  ------- 
 
 Total Liabilities                       249,001    60,662       667    1,089 
                                       ---------  --------  --------  ------- 
 
 Total Equity and 
  Liabilities                            267,624    74,684     8,822    1,053 
                                       =========  ========  ========  ======= 
 

The financial statements were approved by Board of Directors on 28 March 2013 and signed on its behalf by:

   Datuk Ithnin bin Yacob                                Hj. Mohamed Nasir bin Abdul Majid 
   Chairman                                                      Chief Executive Officer 

STATEMENTS OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 SEPTEMBER 2012

Group Statement of Changes in Equity

 
                                                                             Share- 
                                                                              based 
                                     Share                          Share   payment    Merger                         Retained     Total 
                                   capital                        premium   reserve   reserve                         earnings    equity 
                                    RM'000                         RM'000    RM'000    RM'000                           RM'000    RM'000 
                 -------------------------  -----------------------------  --------  --------  -------------------------------  -------- 
 Balance at 
  30 September 
  2011                               6,060                              -         -   (3,060)                           11,022    14,022 
 Share-based 
  payment 
  charge                                 -                              -       467         -                                -       467 
 Issue of share 
  capital                            1,631                          5,708                   -                                -     7,339 
 Share issue 
  costs                                  -                          (500)         -         -                                -     (500) 
 Total 
  comprehensive 
  income for 
  year                                   -                              -                   -                          (2,705)   (2,705) 
                 -------------------------  -----------------------------  --------  --------  -------------------------------  -------- 
 Balance at 
  30 September 
  2012                               7,691                          5,208       467   (3,060)                            8,317    18,623 
                 =========================  =============================  ========  ========  ===============================  ======== 
 

Company Statement of Changes in Equity

 
 
                                                       Share- 
                                                        based 
                                  Share      Share    payment   Retained 
                                capital    premium    reserve     losses      Total 
                                 RM'000     RM'000     RM'000     RM'000     RM'000 
                              ---------  ---------  ---------  ---------  --------- 
 
 At date of incorporation             -          -          -          -          - 
 Total comprehensive income 
  for 2011                            -          -          -       (36)       (36) 
                              ---------  ---------  ---------  ---------  --------- 
 Balance at 30 September 
  2011                                -          -          -       (36)       (36) 
 Share-based payment charge           -          -        467          -        467 
 Issue of share capital           7,691      5,708          -          -     13,399 
 Share issue costs                    -      (500)          -          -      (500) 
 Total comprehensive income 
  for 2012                            -          -          -    (5,175)    (5,175) 
                              ---------  ---------  ---------  ---------  --------- 
 Balance at 30 September 
  2012                            7,691      5,208        467    (5,211)      8,155 
                              =========  =========  =========  =========  ========= 
 

STATEMENTS OF CASH FLOWS

FOR THE YEAR ENDED 30 SEPTEMBER 2012

 
                                                   Group                   Company 
                                  Notes          2012         2011      2012        2011 
                                               RM'000       RM'000    RM'000      RM'000 
                                         ------------  -----------  --------  ---------- 
 Cash flows from operating 
  activities 
 Operating (loss)/profit                      (1,697)        1,491   (5,175)        (36) 
 
 Adjustments for items 
  not requiring an outlay 
  of funds: 
 Depreciation                      11              18            4         -           - 
 Share-based payments 
  charge                           17             467            -       467           - 
                                         ------------  -----------  --------  ---------- 
 Operating cash flow 
  before changes in working 
  capital                                     (1,212)        1,495   (4,708)        (36) 
 Decrease/(increase) 
  in trade and other 
  receivables                                     927      (1,298)     1,000     (1,000) 
 Decrease/(increase) 
  in net amounts due 
  from or to parent company                     4,848        8,826   (2,638)        (53) 
 Increase/(decrease) 
  in trade and other 
  payables                                    127,501        6,550     (422)       1,089 
                                         ------------  -----------  --------  ---------- 
 Cash from/(used in) 
  operations                                  132,064       15,573   (6,768)           - 
 Interest paid                                   (18)         (15)         -           - 
 Income tax paid                                (667)         (34)         -           - 
 Interest income                                    9            -         -           - 
                                         ------------  -----------  --------  ---------- 
 Net cash from/(used                                                  (6,768 
  in) operating activities                    131,388       15,524         )           - 
                                         ------------  -----------  --------  ---------- 
 
 Investing activities 
 Purchase of property, 
  plant and equipment              11       (187,960)     (51,825)         -           - 
 Placement of fixed 
  deposits                                        (9)        (500)         -           - 
 Payments for development 
  costs                            12         (1,991)      (1,432)         -           - 
 Net cash used in investing 
  activities                                (189,960)     (53,757)         -           - 
                                         ------------  -----------  --------  ---------- 
 
 Financing activities 
 Issue of shares (net 
  of costs)                        16           6,839            -     6,839           - 
 Issue of shares in 
  subsidiary prior to                               -        2,999                     - 
  group reorganisation                                                     - 
 Finance lease payments                         (888)            -         -           - 
 Drawdown of term loan                         52,739       35,218         -           - 
 Net cash from financing 
  activities                                   58,690       38,217     6,839           - 
                                         ------------  -----------  --------  ---------- 
 
 Increase/(decrease) 
  in cash and cash equivalents                    118         (16)        71           - 
 Cash and cash equivalents 
  at beginning of year                           (11)            5         -           - 
 
 Cash and cash equivalents 
  at end of year                                  107         (11)        71           - 
                                         ============  ===========  ========  ========== 
 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2012

   1.       Accounting policies 

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated below.

   1.1     Basis of  preparation 

The financial statements are prepared under the historical cost convention and on a going concern basis.

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards, as adopted by the European Union ("IFRS") and in accordance with applicable company law. The parent company's financial statements have also been prepared in accordance with IFRS.

The financial statements are presented in Malaysian Ringgits which is the functional currency of the group. All values are rounded to the nearest thousand Ringgits (RM'000) except when otherwise indicated. The exchange rate of Malaysian Ringgits to Pounds Sterling at 30 September 2012 was GBP1 : RM 4.9391 (RM1 : GBP0.2025).

   1.2     Going concern 

During the year ended 30 September 2012 the group made a loss of RM2.7 million which includes expenses of the AIM listing of RM3.9 million and a charge of RM0.467 million in respect of share-based payments. At 30 September 2012 the group had cash and cash equivalents of RM107,000 and pledged fixed deposits of RM509,000. The operations of the group are currently being financed by funds raised from equity and debt fund raisings.

During the year, work continued on the construction of the datacentre superstructure, which is now substantially complete (95% completion). The term loan obtained for funding of the datacentre building has been fully drawn down.

At the date of approval of these financial statements, the group has RM112.5 million of existing payables due and future capital commitments to complete the datacentre and purchase equipment of RM41.5 million. Current funding available for these payables and commitments will come from SME Bank's facility of RM18.5 million and a government facilitation fund of RM47 million, both of which were secured subsequent to the year end. As per the Admission Document of 3 November 2011, the group still has at its disposal the Cisco Capital leases and credit facilities, pursuant to the Master Lease Agreement. However, the group is seeking more cost effective alternatives and the group is currently in negotiations with various parties, which are still ongoing, to secure the most favorable financing solutions for the group.

With Teliti's potential and historic track record of raising finance the directors are confident that the group will be able to raise sufficient funding in the second quarter of calendar year 2013 to secure the handover of the datacentre to enable the datacentre to start to generate incremental revenue for the group in financial year ending 30 September 2014.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2012

   1.2     Going concern (continued) 

There is no guarantee that the remaining funds required of RM88.5 million will become available and consequently a material uncertainty exists that may cast significant doubt on the group's ability to meet its commitments in relation to the completion of the datacentre. The directors are however confident that funding will be available and that the group will have sufficient cash to fund its datacentre development to completion and to continue its operations for the foreseeable future, and at least for one year from the date of approval of these financial statements. The financial statements have, therefore, been prepared on the going concern basis and do not include the adjustments that would result if the group was unable to continue in operation.

   1.3     Segmental reporting 

The activities of the group are divided into operating segments in accordance with the requirements of IFRS 8 'Operating Segments'. Operating segments are identified on the same basis that is used internally to manage and report on performance and takes account of the organisational structure of the group based on the various services of the reportable segments. The activities of the group are broken down into three operating segments: Services, Solutions and Datacentre.

Internal management and reporting segment information is prepared in conformity with the accounting policies adopted for preparing and presenting the group financial statements.

There was no change in accounting policies compared to previous periods. Inter-segment receivables and payables, provisions, income, expenses and profits are eliminated in the column "Eliminations".

Operating segments are reported in a manner consistent with the internal reporting provided to the 'chief operating decision-maker' who is responsible for allocating resources and assessing performance of the operating segments and which has been identified as the Board of Directors that make strategic decisions. In order to assist the decision making process, various measures of segment result and of segment assets have been set for the different operating segments. The Services and Solutions segments are managed on the basis of the profit after taxation. Capital expenditure on non-current assets is the corresponding measure of segment assets used to determine how to allocate resources. Further details on the group's operating segments are shown in note 4 below.

   1.4     Basis of consolidation and comparative information presented 

The consolidated financial statements incorporate the financial statements of the company and its subsidiary undertakings. The financial information of the subsidiaries is prepared for the same reporting period as the parent company using consistent accounting policies. Intra-group sales, transactions and results are eliminated on consolidation.

Business combinations involving entities under common control

The company was incorporated on 13 November 2009 and separate financial statements of the company have been prepared for the financial period from 13 November 2009 (date of incorporation) to 30 September 2011. The company acquired Teliti Services, Teliti Solutions, Teliti Datacentres and Teliti International (M) Sdn Bhd (together "the Teliti Group") by means of a share-for-share exchange as part of a reorganisation on its admission to AIM; this, under IFRS3 'Business Combinations', has resulted in a business combination involving entities under common control, where no acquirer is identified.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2012

   1.4     Basis of consolidation and comparative information presented (continued) 

As the company acquired other companies, by means of such a share-for-share exchange, resulting in a business combination involving entities under common control and where no acquirer is identified, the "pooling of interests" method of consolidation has been used. Therefore, the difference between the purchase consideration and the carrying value of the share capital acquired is adjusted to equity and the comparative consolidated figures are stated on a combined basis.

As these are the group's first annual financial statements, there are no group corresponding amounts. However, in order to provide meaningful comparative information for the group as the companies existed under common control before the combination, corresponding amounts have been prepared as if the group had been in existence prior to the date of combination on the admission to AIM. The results shown in the consolidated income statement and the cash flows shown in the consolidated cash flow statement for the year ended 30 September 2011 therefore consists of the results and cash flows of the Teliti Group for that year. The assets, liabilities and equity shown in the consolidated statement of financial position as at 30 September 2011 therefore consists of the assets, liabilities and equity of the Teliti Group as at that date as if they had been part of the Teliti International group as at that date.

   1.5     Property, plant and equipment 

Property, plant and equipment are stated at cost less depreciation. Depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset over its expected useful life, as follows:

   Computer, equipment and software                                               Straight line at 20% 

Property, plant and equipment are reviewed for impairment losses whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the carrying amount of the asset exceeds its recoverable amount which is the higher of an asset's net selling price and value in use.

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 the expected pattern of consumption of the future economic benefits are expected in the items of property, plant and equipment.

Property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Gains or losses arising on the disposal of property, plant and equipment are determined as the difference between the disposal proceeds and the carrying amount of the assets and are recognised in profit or loss in the financial year in which the asset is derecognised.

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

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2012

   1.6     Intangible assets 

Development expenditures represent group staff and consultancy costs relating to the development of the datacentre infrastructure and operations and is recognised as an intangible asset when the group can demonstrate:

-- The technical feasibility of completing the intangible asset so that it will be available for use or sale;

   --     Its intention to complete and its ability to use or sell the asset; 
   --     How the asset will generate future economic benefits; 
   --     The availability of resources to complete the asset; 
   --     The ability to measure reliably the expenditure during development. 

Following initial recognition of the development expenditure as an asset, the cost model is applied requiring the asset to be carried at cost less any accumulated amortisation and accumulated impairment losses. Amortisation of the development asset will commence when development is complete and the datacentre is available for use. The development asset will be amortised over the period of expected future economic benefit to the group. Amortisation will be included in the income statement. During the period of development, the asset is tested for impairment annually.

   1.7     Investments 

Investments in subsidiary companies are included in the parent company's statement of financial position at cost less provision for impairment in value.

   1.8     Impairment of assets 

The group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the group makes an estimate of the asset's recoverable amount. An asset's recoverable amount is the higher of an asset's or cash-generating unit's fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value of money and the risks specific to the asset. Impairment losses of continuing operations are recognised in the income statement in those expense categories consistent with the function of the impaired asset.

   1.9     Cash and cash equivalents 

Cash and cash equivalents are carried in the statement of financial position at cost and comprise cash in hand, cash at bank, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less. Bank overdrafts are included within borrowings in current liabilities on the statement of financial position. For the purposes of the cash flow statement, cash and cash equivalents also include the bank overdrafts but does not include cash at bank that has been pledged as security for bank facilities.

   1.10   Trade receivables 

Trade receivables are carried at original invoice amount less provision made for impairment of these receivables. A provision for impairment of trade receivables is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables. The amount of the provisions for impairment of receivables are included in the income statement.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2012

   1.11   Leasing 

Leasing where a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases (e.g. property leases). Payments made under operating leases are charged to the income statement on a straight-line basis over the period of the lease.

   1.12   Deferred taxation 

Deferred income taxes are provided in full, using the liability method, for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred income taxes are determined using tax rates that have been enacted or substantially enacted and are expected to apply when the related deferred income tax asset is realised or the related deferred income tax liability is settled. The principal temporary differences arise from depreciation on property, plant and equipment and tax losses carried forward.

Deferred tax assets relating to the carry forward of unused tax losses are recognised to the extent that it is probable that future taxable profit will be available against which the unused tax losses can be utilised.

   1.13   Equity instruments 

Ordinary shares are classed as equity. Proceeds received from the issue of ordinary shares above the nominal value is classified as share premium. Costs directly attributable to the issue of new shares or share options are shown in equity as a deduction form the proceeds.

   1.14   Financial instruments 

Financial assets and financial liabilities are recognised when the company or group becomes a party to the contractual provisions of the financial instrument. Financial assets and financial liabilities are measured initially at fair value plus transactions costs, except for financial assets and financial liabilities carried at fair value through profit or loss, which are measured initially at fair value. Financial assets and financial liabilities are measured subsequently as described below.

For the purpose of subsequent measurement, financial assets other than those designated and effective as hedging instruments are classified into the following categories upon initial recognition:

   1.       Loans and receivables; 
   2.       Financial assets as fair value through profit or loss; 
   3.       Held to maturity investments; and 
   4.       Available-for-sale financial assets. 

All financial assets except for those at fair value through profit or loss are subject to a review for impairment at least at each reporting date. Financial assets are impaired when there is any objective evidence that a financial asset or a group of financial assets is impaired.

A financial asset is derecognised where the contractual right to receive cash flows from the asset has expired or when the financial assets and all substantial risks and rewards are transferred.

At the reporting date, the company carried only loans and receivables on its statements of financial position.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2012

   1.14   Financial instruments (continued) 

Loans and receivables

Loan and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial recognition these are measured at amortised cost using the effective interest method, less provision for impairment. Discounting is omitted where the effect of discounting is immaterial. Gains or losses are recognised in profit or loss when the loans and receivables are derecognised or impaired, and through the amortisation process. The company's cash and cash equivalents, trade and most other receivables fall into the category of financial instruments.

Loans and receivables are classified as current assets, except for those having maturity dates later than 12 months after the reporting date which are classified as non-current.

Financial liabilities

After the initial recognition, a financial liability is classified as a financial liability at fair value through profit and loss or other financial liabilities measured at amortised cost using the effective interest method. A financial liability is derecognised when the obligation under the liability is extinguished, discharged, cancelled or expired, or amortised. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amount is recognised in profit or loss.

Other liabilities measured at amortised cost

The company's financial liabilities comprise borrowings and other payables.

Borrowings are recognised initially at the proceeds received, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost using the effective yield method; any difference between proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings. Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least 12 months after the year end date.

   1.15   Revenue recognition 

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

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 equipment.

All of the revenue of Teliti Solutions and Teliti Services is allocated to them from Teliti Computers who invoices the contract customer for the work performed.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2012

   1.15   Revenue recognition (continued) 

The group's parent company, Teliti Computers, holds licenses and agency agreements permitting it to bid for open tenders issued by Malaysian government bodies, agencies and government linked companies or other private companies. Those licenses and agency agreements are only valid for Teliti Computers. The contracts are allocated to Teliti Services and Teliti Solutions on a normal commercial basis and any loss or cost overrun on each contract is recognised in the company that has carried out the work. The work is invoiced to the contract customer by Teliti Computers in accordance with the licence agreement. All amounts due to/from contract customers are recognised in the balance sheet of Teliti Computers and collected by Teliti Computers.

Contract revenue in the consolidated statement of comprehensive income is recognised upon delivery of goods and services rendered to the contract customers of Teliti Computers. 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.

The contract revenue is recognised by reference to the stage of completion of the transaction at the end of the reporting period. The outcome of a transaction is estimated reliably and all the following conditions are satisfied:

   a)       the amount of revenue can be measured reliably; 
   b)       the economic benefits associated with the transaction flow to the company; 

c) The costs incurred for the transaction and the costs to complete the transaction can be measured reliably.

   1.16   Financial and borrowing expenses 

Financial expenses comprise interest payable on bank loans, finance lease charges and other financial costs and charges. Interest payable is recognised on an accrual basis.

Interest costs on borrowings to finance the construction of property, plant and equipment are capitalised as part of the cost of those assets during the period of time that is required to complete and prepare the assets for their intended use.

All other borrowing costs are expensed in the year in which they are incurred.

   1.17   Foreign currency translation 

Functional and presentation currency

Items included in the financial statements of each of the group's entities are measured using the currency of the primary economic environment in which the entity operates ("the functional currency"). The consolidated financial statements are presented in Malaysian Ringgit ("RM"), which is the group's presentation currency.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2012

   2.       New IFRS Standards and Interpretations not yet adopted 

At the date of approval of the financial information, a number of new IFRS standards, amendments and interpretations were not yet effective for the year ended 30 September 2012, and have not been applied in preparing the consolidated financial information. None of these are expected to have a material effect on the consolidated financial information of the group in future years. These new standards, amendments and interpretations are effective for accounting periods beginning on or after the dates shown below:

 
 Standard     Description                                          Effective 
                                                                        date 
 IFRS 10      Consolidated Financial Statements - a               1 Jan 2013 
               single consolidation model that identifies 
               control as the basis for consolidation 
               and applies to all types of entities 
 IFRS 11      Joint Arrangements -defines the accounting          1 Jan 2013 
               for joint ventures and joint operations 
 IFRS 12      Disclosure of Interests in Other Entities           1 Jan 2013 
               - combines disclosure requirements for 
               interests in subsidiaries, associates 
               and joint arrangements 
 IFRS 13      Fair Value Measurement - defines how fair           1 Jan 2013 
               value should be measured and disclosed 
               where required by other IFRS 
 IFRS 9       Financial Instruments -deals with classification    1 Jan 2015 
               and measurement of financial assets 
 IAS19        Employee Benefits - revisions to recognition,       1 Jan 2013 
               measurement, disclosure 
  (amended) 
 IFRS7/IAS    Offsetting Financial Assets and Financial          1 Jan 2013/ 
  32           Liabilities - new disclosure requirements 
  (amended)                                                       1 Jan 2014 
 
   3.       Significant accounting judgements and estimates 

The preparation of financial statements in conformity with IFRSs requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Judgements and estimates are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The resulting accounting estimates may differ from the actual results. The estimates and assumptions that have a risk of causing material adjustment to the carrying amounts of assets and liabilities within the future financial years are as follows:

Impairment of intangible assets

Determining whether intangible assets are impaired requires an estimation of the recoverable amounts of estimated future cash flows expected to arise from the assets.

Deferred tax

The group estimates future profitability in arriving at the fair value of the deferred tax assets and liabilities.

Revenue recognition

The group uses the stage of completion method in accounting for its contracts to deliver services. Use of the stage of completion method requires the group to estimate the services performed to date as a proportion of the total services to be performed.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2012

   3.       Significant accounting judgements and estimates (continued) 

Depreciation, useful lives and residual values of property, plant and equipment

The directors estimate the useful lives and residual values of property, plant and equipment in order to calculate the depreciation charges. Changes in these estimates could result in changes being required to the annual depreciation charges in the income statements and the carrying values of the property, plant and equipment in the balance sheet.

Judgements

In the process of applying the group's accounting policies, management has made the following significant judgments, apart from those involving estimations, which may have a significant effect on amounts recognised in the financial statements: impairment of assets (including receivables and property, plant and equipment).

   4.       Segment reporting 

For the purposes of presenting segment information, the activities of the group are divided into operating segments in accordance with IFRS 8 'Operating Segments'. Operating segments are identified on the same basis that is used internally to manage and report on performance and takes account of the organisational structure of the group based on the various services of the reportable segments. Management regularly review 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"). All operations are conducted in one geographical segment, being Malaysia.

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

 
 For year ended 
  30 September                                             Consolidated   Consolidated 
  2012                Services   Solutions   Data Centre           2012           2011 
                        RM'000      RM'000        RM'000         RM'000         RM'000 
                     ---------  ----------  ------------  -------------  ------------- 
 Revenue                41,483      12,335           565         54,383         55,177 
 Cost of sales        (37,103)    (10,710)         (427)       (48,240)       (48,485) 
                     ---------  ----------  ------------  -------------  ------------- 
 Gross profit            4,380       1,625           138          6,143          6,692 
 Other operating 
  income                     -           8            25             33            168 
 Administrative 
  expenses             (1,955)       (694)          (49)        (2,698)        (5,333) 
 Finance costs 
  (net)                      -           -           (9)            (9)           (15) 
                     ---------  ----------  ------------ 
 Segment Result          2,425         939           105          3,469          1,512 
                     ---------  ----------  ------------ 
 Corporate 
  costs                                                           (839)           (36) 
 Listing expenses                                               (3,869)              - 
 Share-based 
  payment expenses                                                (467)              - 
                                                          -------------  ------------- 
 (Loss)/profit 
  before tax                                                    (1,706)          1,476 
 Taxation                                                         (999)          (400) 
                                                          -------------  ------------- 
 (Loss)/profit 
  for year                                                      (2,705)          1,076 
                                                          =============  ============= 
 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2012

   4.       Segment reporting (continued) 
 
 For year ended                                                  Consolidated 
  30 September 2011         Services   Solutions   Data Centre           2011 
                              RM'000      RM'000        RM'000         RM'000 
                           ---------  ----------  ------------  ------------- 
 Revenue                      33,011      21,791           375         55,177 
 Cost of sales              (28,567)    (19,637)         (281)       (48,485) 
                           ---------  ----------  ------------  ------------- 
 Gross profit                  4,444       2,154            94          6,692 
 Other operating income            -          21           147            168 
 Administrative expenses     (3,305)     (1,813)         (210)        (5,328) 
 Finance costs (net)               -           -          (15)           (15) 
                           ---------  ----------  ------------ 
 Segment Result                1,139         362            16          1,517 
                           ---------  ----------  ------------ 
 Corporate costs                                                         (41) 
 Profit before tax                                                      1,476 
 Taxation                                                               (400) 
                                                                ------------- 
 Profit for year                                                        1,076 
                                                                ============= 
 

Major customers

All of the revenue of Teliti Solutions and Teliti Services is allocated from Teliti Computers who invoices the contract customer for the work performed. Of the contracts allocated to the Services and Solutions segments, two contract customers represented more than 10% of total group revenues during the 2012 financial period. The Services segment had one customer that represented 22% of that segment's total revenues. One customer represented 72% of the revenue of the Solutions segment and 11% of the Services segment.

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

The segment assets and liabilities at 30 September 2012 and capital expenditure for the year ended are as follows:

 
 
 At 30 September                                        Data     Central   Consolidated 
  2012                         Services   Solution    Centre      assets           2012 
                                 RM'000     RM'000    RM'000      RM'000         RM'000 
                              ---------  ---------  --------  ----------  ------------- 
 Assets and liabilities: 
 Segment assets                  13,697      2,757   250,108       1,062        267,624 
 
 Total assets                    13,697      2,757   250,108       1,062        267,624 
                              ---------  ---------  --------  ----------  ------------- 
 
 Segment liabilities              2,163        677   245,486         675        249,001 
 
 Total liabilities                2,163        677   245,486         675        249,001 
                              ---------  ---------  --------  ----------  ------------- 
 
 Other segment information: 
 Amount due from 
  Teliti Computers               13,695      2,754         -         991         17,440 
                              ---------  ---------  --------  ----------  ------------- 
 Amount due to Teliti 
  Computers                           -          -    22,097           3         22,100 
                              ---------  ---------  --------  ----------  ------------- 
 Depreciation                         -          -        18           -             18 
 Capital expenditure                  -          -   187,960           -        187,960 
                              ---------  ---------  --------  ----------  ------------- 
 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2012

   4.       Segment reporting (continued) 
 
 At 30 September                                                                      Consolidated 
  2011                         Services   Solution   Data Centre     Central assets           2011 
                                 RM'000     RM'000        RM'000             RM'000         RM'000 
                              ---------  ---------  ------------  -----------------  ------------- 
 Assets and liabilities: 
 Segment assets                  11,534      2,332        59,765              1,053         74,684 
 
 Total assets                    11,534      2,331        59,765              1,053         74,684 
                              ---------  ---------  ------------  -----------------  ------------- 
 
 
 Segment liabilities              1,762        560        57,247              1,093         60,662 
 
 Total liabilities                1,762        560        57,247              1,093         60,662 
                              ---------  ---------  ------------  -----------------  ------------- 
 
 Other segment information: 
 Amount due from 
  Teliti Computers               11,532      2,330             -                 53         13,915 
                              ---------  ---------  ------------  -----------------  ------------- 
 Amount due to Teliti 
  Computers                           -          -        13,727                  -         13,727 
                              ---------  ---------  ------------  -----------------  ------------- 
 Depreciation                         -          -             4                  -              4 
 Capital expenditure                  -          -        54,647                  -         54,647 
                              ---------  ---------  ------------  -----------------  ------------- 
 
   5.       Operating (loss)/profit 
 
                                      Group             Company 
                                    2012     2011     2012     2011 
                                  RM'000   RM'000   RM'000   RM'000 
                                --------  -------  -------  ------- 
 The operating profit/(loss) 
  is stated 
  after charging/(crediting): 
 Audit fee: 
 - statutory audit                   160        7       11        - 
 Depreciation (note 11)               18        4        -        - 
 Listing expenses                  3,869        -    3,869        - 
 Share-based payment (note 
  17)                                467        -      467        - 
 Employment costs (note 
  9)                               4,326    3,149        -        - 
 Directors' remuneration 
  (note 10)                          782        -      788        - 
  Loss/(gain) on exchange             10     (23)       10        - 
 Rental of equipment                 235        -        -        - 
                                ========  =======  =======  ======= 
 

Listing expenses of RM3.869 million represents costs of the AIM admission in November 2011.

   6.       Finance costs - net 
 
                            Group            Company 
                         2012     2011     2012     2011 
                       RM'000   RM'000   RM'000   RM'000 
 Overdraft interest        18       15        -        - 
 Finance income           (9)        -        -        - 
                      -------  -------  -------  ------- 
                            9       15        -        - 
                      =======  =======  =======  ======= 
 

Interest of RM5,938,268 has been capitalised and included within the capital work-in-progress (note 11) and is not included in finance costs in the income statement.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2012

   7.       Taxation 

The tax charge is made up as follows:

 
                                                     Group                  Company 
                                                  2012       2011       2012           2011 
                                                RM'000     RM'000     RM'000         RM'000 
                                              --------   --------   --------      --------- 
 Current tax: 
  Current year                                     925        395          -              - 
  Prior year                                       371          5          -              - 
 
  Deferred tax: current 
   year credit                                   (297)          -          -              - 
                                                   999        400          -              - 
                                              ========   ========   ========      ========= 
 
 The group's effective tax rate differs from the standard rate 
  of corporation tax in Malaysia of 25% (2011: 25%) as follows: 
 (Loss)/profit before 
  taxation                                     (1,706)      1,476    (5,175)           (36) 
                                              ========   ========   ========      ========= 
 
 Income tax on rate 25%                          (426)        369    (1,294)            (9) 
 
 Tax effects of: 
 Non-allowance expenses                             88         36          -              - 
 Unrecognised tax losses                         1,177          -      1,177              9 
 Share based payment charge                        117          -        117              - 
 Deferred tax asset recognised                   (297)          3          -              - 
 Utilisation of deferred 
  tax assets                                      (31)       (13)          -              - 
 
 
 Current year tax 
  expenses                                         628        395          -              - 
 Under provision in prior 
  year                                             371          5          -              - 
 Total tax charge                                  999        400          -              - 
                                              ========   ========   ========      ========= 
 
 

The key factors that may affect future tax charges include the ability to claim capital allowances in excess of depreciation, utilisation of unrelieved tax losses and changes in tax legislation. The group expects to be able to claim capital allowances in excess of depreciation in future years based on its capital investment plans.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2012

   8.       (Loss)/earnings per share 

The calculation for (loss)/earnings per share is shown below:

 
                                                       2012     2011 
 
   (Loss)/profit after taxation attributable 
   to shareholders (RM'000)                         (2,705)    1,076 
                                                ===========  ======= 
 
   Weighted average number of ordinary shares 
   ('000)                                            22,429   20,000 
                                                ===========  ======= 
 
   Basic (loss)/earnings per share (Sen)            (12.06)     5.38 
                                                ===========  ======= 
 
   Diluted (loss)/earnings per share (Sen)          (12.06)     5.38 
                                                ===========  ======= 
 

The weighted average number of ordinary shares for 2012 and 2011 has been calculated on a "pooling of interests" accounting basis using the number of shares in issue by the company at the date of the share-for-share exchange of 20 million for 2011 and with the number of shares issued by the company after the share-for-share exchange for 2012.

The diluted weighted average number of shares in issue and to be issued for 2012 is 22,607,428. The diluted loss per share for 2012 is the same as the basic loss per share because the conversion of share warrants decreases the basic loss per share and is thus anti-dilutive.

   9.       Employees' information 

The employee costs of the group, including directors' remuneration, was as follows:

 
                               Group 
                            2012     2011 
                          RM'000   RM'000 
                         -------  ------- 
 Salaries and 
  wages                    3,571    2,643 
 Social securities 
  contributions              123       48 
 Defined contribution 
  plan                       224      201 
 Other benefits              408      257 
                           4,326    3,149 
                         =======  ======= 
 
 Number of staff at 
  year end                    84       88 
                         =======  ======= 
 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2012

   9.       Employees' information (continued) 

The employee costs for Teliti Datacentres included in the employee costs above, have been capitalised in Intangible Assets (note 12). The costs will be amortised throughout the useful life of the datacentre. The employee costs of Teliti Datacentres was as follows:

 
                                        2012      2011 
                                      RM'000    RM'000 
                                    --------  -------- 
 Salaries and 
  wages                                1,022     1,009 
 Social securities contributions         108        34 
 Defined contribution plan                 6         - 
 Other benefits                          309       166 
                                       1,445     1,209 
                                    ========  ======== 
 
 Number of staff                          15        15 
                                    ========  ======== 
 
   10.     Directors' emoluments 
 
                                      Group 
                                   2012      2011 
                                 RM'000    RM'000 
                               --------  -------- 
 Directors' remuneration 
 Fees, salaries and benefits        788         - 
                               ========  ======== 
 

The directors' remuneration is made up as follow:

 
 
                                 Directors'    Directors'    Holiday 
                                       fees    allowances    benefit 
                                     RM'000        RM'000     RM'000 
                                -----------  ------------  --------- 
  Hj. Mohamed Nasir bin Abdul 
   Majid                                250           250         50 
  Datuk Ithnin bin Yacob                 76             -          - 
  Musa bin Mohd Lazim                    13             -          - 
  Rosmida binti Din                      13             -          - 
  Maurice Keane                          68             -          - 
  Brian Rowbotham                        68             -          - 
                                -----------  ------------  --------- 
                                        488           250         50 
                                ===========  ============  ========= 
 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2012

   11.     Property, plant and equipment 
 
 Group                        Computers, 
                              equipment     Capital      Total 
                                  and        work-in 
                               software     progress 
                                RM'000       RM'000     RM'000 
                            ------------  ----------  --------- 
 Cost 
 At 1 October 2010                     -       2,892      2,892 
 Additions                            89      54,558     54,647 
                            ------------  ----------  --------- 
 At 30 September 2011                 89      57,450     57,539 
 Additions                             -     187,960    187,960 
                            ------------  ----------  --------- 
 At 30 September 2012                 89     245,410    245,499 
                            ------------  ----------  --------- 
 
 Accumulated depreciation 
 At 1 October 2010                     -           -          - 
 Charge for year                       4           -          4 
                            ------------  ----------  --------- 
 At 30 September 2011                  4           -          4 
 Charge for year                      18           -         18 
                            ------------  ----------  --------- 
 At 30 September 2012                 22           -         22 
                            ------------  ----------  --------- 
 
 Net book value 
 At 30 September 2012                 67     245,410    245,477 
                            ============  ==========  ========= 
 
   At 30 September 2011               85      57,450     57,535 
                            ============  ==========  ========= 
 

The capital work-in-progress is the cost for construction of the datacentre building. Included in capital work-in-progress is land with a carrying amount of RM5,494,441 (2011: RM5,494,441) which has been charged to a licensed bank as security for banking facility granted to Teliti Datacentres.

The capital commitment at 30 September 2012 required to complete the construction of the datacentre is RM41,541,824.

The group started the construction of a datacentre in January 2010. This project is expected to be completed in the fourth quarter of 2013. The carrying amount of the datacentre at 30 September 2012 was RM245,410,000 (2011: RM57,450,000).

The amount of borrowing costs capitalised during the year ended 30 September 2012 was RM5,938,000 (2011: RM Nil). The rate used to determine the amount of borrowing costs eligible for capitalisation was 1.75% to 2.0% per annum plus BLR, which is the effective interest rate of the specific borrowing.

The above amounts are the group's property, plant & equipment. The company had no property, plant & equipment.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2012

   12.     Intangible assets - Development costs 

Development costs consists of group staff costs and consultancy costs relating to the development of the datacentre infrastructure and operations. Investment will continue until the datacentre is ready to commence operations. The costs capitalised to date are as follows:

 
                                Group               Company 
                              2012      2011      2012      2011 
                           RM '000    RM'000    RM'000    RM'000 
                         ---------  --------  --------  -------- 
 Consultancy                    45         -         -         - 
 Rental of office and 
  equipment                    722       223 
 Staffs costs (note 
  9)                         2,656     1,209         -         - 
 
  At 30 September            3,423     1,432         -         - 
                         =========  ========  ========  ======== 
 

Following initial recognition of the development expenditure as an asset, the cost model is applied requiring the asset to be carried at cost less any accumulated amortisation and accumulated impairment losses. The datacentre is expected to commence operations in the fourth quarter of financial year 2013 at which time amortisation of the intangible asset will commence. The development costs will be amortised throughout the datacentre's economic useful life to the group, estimated to be 30 years.

The asset is assessed for impairment annually by considering the technical feasibility of completing the asset, the intention to complete and ability to use the asset as intended, how the asset will generate future economic benefits and the availability of resources to complete the asset. The directors are of the opinion that no impairment is currently considered necessary.

   13.     Investments in subsidiaries 
 
 Company                               2012 
                                     RM'000 
                                   -------- 
 Cost of shares acquired: 
 At 1 October 2011                        - 
 Acquisition of subsidiaries 
  on a share-for-share exchange: 
  Teliti Services Sdn Bhd             1,818 
  Teliti Solutions Sdn Bhd            2,121 
  Teliti Datacentres Sdn Bhd          2,121 
                                   -------- 
                                      6,060 
 Additional investment in Teliti 
  Datacentres                         1,700 
 
 At 30 September 2012                 7,760 
                                   ======== 
 

At 30 September 2012, the company had the following subsidiaries:

                         Subsidiary companies          Nature of business                  Country of Share capital 
                  incorporation                        held 

Teliti Services Sdn Bhd Hardware reseller Malaysia 100%

Teliti Solutions Sdn Bhd Software reseller Malaysia 100%

Teliti Datacentres Sdn Bhd Datacentres Malaysia 100%

Teliti International (M) Sdn Bhd Dormant Malaysia 100%

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2012

   13.     Investments in subsidiaries (continued) 

The company's costs of investment of RM6,060,442 shown above consists of the cost of acquiring Teliti Services Sdn Bhd, Teliti Solutions Sdn Bhd and Teliti Datacentres Sdn Bhd in November 2011 by means of a share-for-share exchange. For this purpose 19,999,999 ordinary shares of US$0.10 each (RM0.303 using the exchange rate at the date of share-for-share) were issued to Teliti Computers Sdn Bhd (note 16). The directors have assessed the carrying value of the investments in subsidiaries and in their opinion no impairment is currently necessary.

   14.     Deferred tax assets 
 
                                       2012      2011 
                                     RM'000    RM'000 
                                   --------  -------- 
 At 1 October                             -         - 
 Income statement - credit (note        297         - 
  7) 
                                   --------  -------- 
 At 30 September                        297         - 
                                   ========  ======== 
 
 The deferred tax asset (net) 
  represents: 
  Deferred tax asset                  (300)         - 
 Deferred tax liabilities                 3         - 
                                   --------  -------- 
                                        297 
                                   ========  ======== 
 

The deferred tax assets and liabilities are provided for under the liability method at the current tax rate in respect of all temporary differences at the reporting date between the carrying amount of an asset or liability in the statement of financial position and its tax base including unabsorbed tax losses and unutilised capital allowances. Deferred tax assets are recognised for all deductible temporary differences, unutilised tax losses, unabsorbed capital allowances and unused tax credits to the extent that it is probable that taxable profit will be available against which all the deductible temporary differences, unutilised tax losses and unabsorbed capital allowances can be utilised.

   15.     Trade and other receivables 
 
                            Group              Company 
                         2012      2011      2012      2011 
                       RM'000    RM'000    RM'000    RM'000 
                     --------  --------  --------  -------- 
 Trade receivables         51        53         -         - 
 Other receivables        178     1,104         -     1,000 
 Deposits                 142       141         -         - 
                          371     1,298         -     1,000 
                     ========  ========  ========  ======== 
 

The company's normal trade credit term is 30 days. Other credit terms are assessed and approved on a case-by-case basis. The ageing analysis of these trade receivables are as follows:

 
                          Gross    Impaired     Net 
                          RM'000    RM'000    RM'000 
                        --------  ---------  ------- 
 2012 - Not past due          51          -       51 
 2011 - Not past due          53          -       53 
 

The net carrying amount of trade receivables is considered a reasonable approximation of fair value.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2012

   16.     Share capital 
 
                                                2012     2011 
                                              RM'000   RM'000 
                                             -------  ------- 
 Allotted, called up and fully paid 
 25,284,386 Ordinary shares of US$0.10 each    7,691        - 
                                             =======  ======= 
 

The movements in issued share capital of the company from the date of incorporation to 30 September 2012 and the related share premium arising was as follows:

 
                                                                               Ordinary       Share       Share 
                                                                                 shares 
                                                                                     of     capital     premium 
                                                                                US$0.10     Nominal 
                                                                                              value 
                                                                                 Number      RM'000      RM'000 
                                                                            -----------   ---------   --------- 
 Shares issued on incorporation 
  and at 1 October 2011                                                               1           -           - 
 
   *    Shares issued on acquisition of subsidiaries                         19,999,999       6,060           - 
 
   *    Shares issued on conversion of loan stock                             3,530,000       1,070       1,354 
 - Shares issued for cash                                                     1,754,386         561       4,354 
 Costs of share issues                                                                -           -       (500) 
 At 30 September 
  2012                                                                       25,284,386       7,691       5,208 
                                                                            ===========   =========   ========= 
 
 

Teliti International 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 company had an authorised share capital of US$500,000 comprising 50,000,000 ordinary shares of US$0.10 each on incorporation. One ordinary share was issued fully paid at par value of US$0.10 at incorporation.

On 10 October 2011, the company issued US$800,000 loan notes ("Loan Notes"). The Loan Notes automatically converted into 3,530,000 ordinary shares of US$0.10 of the company on the date of admission to the Alternative Investment Market (AIM) of the London Stock Exchange.

On 26 October 2011, the authorised share capital of the company increased from US$500,000 to US$5,000,000 by the creation of an additional 49,500,000 ordinary shares of US$0.10 each.

On 26 October 2011, the company entered into a Share Purchase Agreement with the Teliti Computers Sdn Bhd to acquire the entire issued share capital of Teliti 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 US$0.10 each of the company with a total nominal value of RM6.060 million (note 13).

On 3 November 2011, the company was successfully admitted to AIM, as a result the Loan Notes converted into 3,530,000 ordinary shares of US$0.10 each of the company.

On 14 June 2012, the company issued an additional 1,754,386 ordinary shares of US$0.10 each to raise GBP1 million (c.RM4.9 million). This represented approximately 6.93% of the enlarged issued share capital at that date.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2012

   17.     Share warrants 

On 27 October 2011 the company entered into a deed of warrant with Daniel Stewart, conditional upon admission to AIM, to subscribe for 2% of the aggregate value of the shares of the company at the exercise date. The shares are exercisable at any time up to five years from the date of admission at the Placing price of GBP0.58. These shares were granted for services rendered relating to the AIM Admission. The warrant has not yet been exercised. The number of shares expected to be issued at the year end is 505,688 (2% of the issued share capital).

   Date of grant           Number granted              Fair Value                      Expiry date 

27 October 2011 505,688 18p 27 October 2016

Using the Black Scholes method, the fair value of these warrants was calculated to be RM466,667 and the charge was shown as an expense in the income statement.

 
  Share price at grant date             GBP0.58 
  Exercise price                        GBP0.58 
  Expected volatility, per cent         29.8% 
  Warrant life, years                   5 
  Expected dividends, per cent          0 
  Risk free interest rate, per cent     3% 
 

Expected volatility is estimated by considering the company's share price since admission to AIM.

Pursuant to a warrant deed dated 27 October 2011 (the "Warrant Deed") the company has created

and issued warrants to Teliti Computers for it to subscribe for such number of Ordinary Shares at the Admission Price (as defined in the Warrant Deed) as shall equate to up to 25 per cent of the fully diluted issued share capital of the company as at Admission. The Teliti Computer warrants shall vest and become exercisable in two instalments, the first being for 10 per cent of the fully diluted share capital of the company as at Admission, subject to the share price of the company (based on a five day average price) increasing by not less than 50 per cent more than the Admission Price at any time during the 18 month period following Admission. The second instalment of the Teliti Computer warrants, shall be for an additional 15 per cent of the fully diluted share capital of the company as at Admission if the share price of the company (based on a five day average price) increases by not less than 100 per cent more than Admission Price at any time during the 30 month period following Admission. If, in respect of the first instalment, the share price increase is not attained during the 18 month period and therefore the respective instalment has not vested at that time, such instalment shall vest at the same time as the second instalment if the share price increase required is attained at any time during the relevant 30 month period. As these warrants were not granted in respect of the supply of goods or services, there is no income statement effect in the group accounts.

Pursuant to a warrant deed dated 30 August 2012 (the "Karvandi Warrant Deed") the company has created and issued warrants to RBC Trustees (C1) Limited as trustee of the Karvandi Family Trust to subscribe for 3,070,175 Ordinary Shares at 12.5p. The warrants are exercisable within 5 years of the date of the Karvandi Warrant Deed. As these warrants were not granted in respect of the supply of goods or services, there is no income statement effect in the group accounts.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2012

   18.     Other reserve 

The other reserve arose from the acquisition of Teliti Services, Teliti Solutions, and Teliti Datacentres during the financial year by a share-for-share exchange, as follows:

 
                                                     2012      2011 
 Pooling of interests reserve                      RM'000    RM'000 
                                                 --------  -------- 
 
 Nominal value of shares issued by the company 
  (note 16)                                         6,060     6,060 
 Less: nominal values of share capital of 
  subsidiaries acquired                           (3,000)   (3,000) 
                                                 --------  -------- 
                                                    3,060     3,060 
                                                 ========  ======== 
 

As the company acquired its subsidiary companies, by means of a share-for-share exchange, resulting in a business combination involving entities under common control and where no acquirer is identified, the "pooling of interests" method of consolidation has been used. Therefore, the difference between the purchase consideration and the carrying value of the share capital and any share premium acquired is adjusted to equity and the comparative consolidated figures are stated on a combined basis.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2012

   19.     Borrowings 
 
                                   Group            Company 
                                2012     2011     2012     2011 
                              RM'000   RM'000   RM'000   RM'000 
                             -------  -------  -------  ------- 
 Long term borrowings 
 Secured 
 Term loan                    81,098   35,218        -        - 
 Finance lease liabilities       947    1,232        -        - 
                             -------  -------  -------  ------- 
                              82,045   36,450        -        - 
                             -------  -------  -------  ------- 
 
 Short term borrowings 
 Secured 
 Term loan                     6,859        -        -        - 
 Finance lease liabilities       987    1,590        -        - 
 Bank overdraft                    -       15        -        - 
                             -------  -------  -------  ------- 
                               7,846    1,605        -        - 
                             -------  -------  -------  ------- 
 
   Total borrowings           89,891   38,055        -        - 
                             =======  =======  =======  ======= 
 

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

Ø 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;

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

Ø Corporate guarantee for RM111,506,741 has been executed by the following corporate shareholders of the company:

 
 Corporate Shareholders                       Amount 
 Teliti Computers Sdn Bhd              RM111,506,741 
 NTH Technology Sdn Bhd (shareholder   RM111,506,741 
  of Teliti Computers) 
 

Ø Joint & Several guarantee for RM111,506,741 is executed by the following persons in their personal capacity:

 
 Director 
 Mohamed Nasir Bin Abdul 
  Majid 
 Ithnin Bin Yacob 
 

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

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2012

   19.     Borrowings (continued) 

Details of the terms of repayment on the term loan are as follow:-

 
                   Number of 
                     monthly       Monthly   Date of commencement 
                 instalments    instalment           of repayment         2012         2011 
                                    RM'000                              RM'000       RM'000 
 
   Term loan 
   1                     120            61             1 Feb 2013        4,945        4,945 
 
   Term loan 
   2                     120           825             1 Feb 2013       67,000       30,273 
 
   Term loan 
   3                     120           456                    TBC       16,012            - 
 

Finance lease liabilities

 
                                  Group          Company 
                               2012    2011    2012    2011 
                                 RM      RM      RM      RM 
                             ------  ------  ------  ------ 
 Payables within 1 year       1,167   1,793       -       - 
 Payables after 1 year 
  but no later than 5 
  years                       1,000   1,280 
                              2,165   3,073       -       - 
 Less: interest charge        (231)   (251)       -       - 
                                             ------  ------ 
                              1,934   2,822       -       - 
                             ======  ======  ======  ====== 
 Present value of finance 
  lease payables: 
 - within 1 year                987   1,590       - 
 - within 1 year but 
  not later than 5 
   years                        947   1,232       - 
                              1,934   2,822       - 
                             ======  ======  ======  ====== 
 

The finance lease liabilities are secured on the assets leased.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2012

   20.     Trade and other payables 
 
                        Group             Company 
                      2012     2011     2012     2011 
                    RM'000   RM'000   RM'000   RM'000 
                  --------  -------  -------  ------- 
 
 Accruals              715       38      667    1,089 
 Other payables    133,727    6,903        -        - 
                  --------  -------  -------  ------- 
                   134,442    6,941      667    1,089 
                  ========  =======  =======  ======= 
 

Other payables mainly consisted of construction costs payable to main contractors for the construction of the datacentre building. The significant increase as at 30 September 2012 was due to the delayed payments by the group's debt provider to the main contractor. After the year end date, the debt provider released RM21 million to the main contractor to settle certain bills.

The directors consider that the carrying value of trade and other payables approximates to their fair value.

   21.     Financial instruments 

The table below provides an analysis of financial instruments categories as follows:

(a) Loan and receivables (L&R) and

(b) Other financial liabilities measured at amortised cost (AC)

 
                                 Carrying 
                                   amount     L & R        AC 
 2012                              RM'000    RM'000    RM'000 
                                ---------  --------  -------- 
 
 Financial assets 
 Trade receivables                     51        51         - 
 Other receivables                    319       319         - 
 Cash and bank balances               107       107         - 
 Amount owing from Teliti 
  Computers                        19,140   191,140 
 Fixed deposits with licensed 
  banks                               509       509         - 
                                ---------  --------  -------- 
                                   20,126    20,126         - 
                                ---------  --------  -------- 
 Financial liabilities 
 Other payables and accrued 
  expenses                        134,442         -   134,442 
 Amount owing to Teliti 
  Computers                        22,100         -    22,100 
 Finance lease payables             1,934         -     1,934 
 Bank overdraft                         -         -         - 
 Bank borrowings                   87,957         -    87,957 
                                ---------  --------  -------- 
                                  246,433         -   246,433 
                                ---------  --------  -------- 
 
 

The group has fixed deposits of RM509,000 pledged as security for bank facilities. As these are pledged accounts they are not included in the cash and cash equivalents in the consolidated statement of cash flows and are shown separately on the consolidated statement of financial position.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2012

   21.     Financial instruments (continued) 
 
                                   Carrying 
                                     amount     L & R       AC 
 2011                                RM'000    RM'000   RM'000 
                                  ---------  --------  ------- 
 
 Financial assets 
 Trade receivables                       53        53        - 
 Other receivables                    1,245     1,245        - 
 Cash and bank balances                   4         4        - 
 Amount due from Teliti 
  Computers                          13,915    13,915        - 
 Fixed deposits with licensed 
  banks                                 500       500        - 
                                  ---------  --------  ------- 
                                     15,717    15,717        - 
                                  ---------  --------  ------- 
 Financial liabilities 
 Other payables and accrued 
  expenses                            6,941         -    6,941 
 Amount due to Teliti Computers      13,727         -   13,727 
 Finance lease payables               2,822         -    2,822 
 Bank overdraft                          15         -       15 
 Bank borrowings                     35,218         -   35,218 
                                  ---------  --------  ------- 
                                     58,723         -   58,723 
                                  ---------  --------  ------- 
 

Financial risk management objectives and policies

Financial risks

The group is exposed to financial risks arising from its operations and the use of financial instruments. Financial risk management policy is established to ensure that adequate resources are available for the development of the group's business whilst managing its credit risk, liquidity risk and interest rate risk. The group operates within clearly defined policies and procedures that are approved by the board of directors to ensure the effectiveness of the risk management process.

The main areas of financial risks faced by the group and the policy in respect of the major areas of treasury activity are set out as follows:

   (a)        Credit risk 

Credit risk is the risk of a financial loss to the group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. It is the group's policy to enter into financial instrument with a diversity of creditworthy counterparties. The group does not expect to incur material credit losses of its financial assets or other financial instruments. It is the group's policy that all customers who wish to trade on credit terms are subject to credit verification procedures.

Concentration of credit risk exists when changes in economic, industry and geographical factors similarly affect the group of counterparties whose aggregate credit exposure is significant in relation to the group's total credit exposure.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2012

   21.     Financial instruments (continued) 
   (b)        Liquidity risk 

Liquidity risk is the risk that the group will not be able to meet their financial obligations as they fall due to shortage of funds. In managing its exposures to liquidity risk arises principally from its various payables, the group maintains a level of cash and cash equivalents and bank facilities deemed adequate by the management to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they fall due.

The group aims at maintaining a balance of sufficient cash and deposits and flexibility in funding by keeping diverse sources of committed and uncommitted credit facilities from various banks.

The following are areas of the group's exposure to liquidity risk:

 
                              Total   Within 1   2 to 5 years 
                                          year 
 2012                        RM'000     RM'000         RM'000 
                          ---------  ---------  ------------- 
 Unsecured 
 Other payables             134,442    134,442              - 
 Amount owing to parent 
  company                    22,100     22,100              - 
 Finance lease payables       1,934        987            947 
                          ---------  ---------  ------------- 
                            158,476    157,529            947 
 Secured 
 Bank borrowings             87,957      6,859         81,098 
                            246,433    164,388         82,045 
                          =========  =========  ============= 
 
 2011 
 Unsecured 
 Other payables               6,941      6,941              - 
 Amount owing to parent 
  company                    13,727     13,727              - 
 Finance lease payables       2,822      1,590          1,232 
                          ---------  ---------  ------------- 
                             23,490     22,258          1,232 
 Secured 
 Bank borrowings             35,218          -         35,218 
 Bank overdraft                  15         15              - 
                          ---------  ---------  ------------- 
                             58,723     22,273         36,450 
                          =========  =========  ============= 
 

Fair value of financial instruments

The carrying amounts of short term receivables and payables and cash and cash equivalents approximate their fair value due to the relatively short term nature of these financial instruments and insignificant impact of discounting.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2012

   21.     Financial instruments (continued) 
             (c)          Interest rate risk 

Interest rate risk is the risk that the fair value or future cash flows of the group's financial instruments will fluctuate because of changes in market interest rates.

The group's variable rate borrowings are exposed to a risk of change in cash flows due to changes in interest rates. Short term receivables and payables are not significantly exposed to interest rate risk.

The group's interest rate management objective is to manage the interest expenses consistent with maintaining an acceptable level of exposure to interest rate fluctuation. In order to achieve this objective, the group targets a mix of fixed and floating debt based on assessment of its existing exposure and desired interest rate profile.

The interest rate profile of the group's significant interest-bearing financial instruments, based on carrying amount as at end of the reporting year were as follows:

 
                                         2012 
                                       RM'000 
                                      ------- 
 Floating rate instrument 
 Financial assets 
 Fixed deposits with licensed banks       509 
                                      ======= 
 
 Financial liabilities 
 Borrowings                            87,957 
 
 Fixed rate instrument 
 Financial liabilities 
 Finance lease payables                 1,934 
                                      ======= 
 

The group does not account for any fixed rate financial assets and liabilities through profit or loss, and the group does not designate derivatives as hedging instruments under a fair value hedge accounting model. Therefore, a change in interest rate at the reporting date would not affect profit and loss.

The following table illustrates the sensitivity of profit and equity to a reasonable possible change in interest rates of +/- 50 basis point ("bp"). These changes are considered to be reasonably possible based on observation of current market conditions. The calculations are based on a change in the average market interest rate for each period, and the financial instruments held at each reporting date that are sensitive to changes in interest rates. All other variables are held constant.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2012

   21.     Financial instruments (continued) 
 
                                Profit 
                               for the 
                                  year     Equity 
                                    RM         RM 
                                +50 bp     +50 bp 
                             ---------  --------- 
 Floating rate instruments 
 30 September 2012            +437,243   +437,243 
                             =========  ========= 
 

Fair value of financial instruments

The fair value of other financial assets and liabilities, together with the carrying amounts shown in the statement of financial position are as follows:

 
               Carrying 
                amount    Fair value 
                RM'000      RM'000 
              ---------  ----------- 
 
 Borrowings      87,957       72,360 
              =========  =========== 
 

Fair value, which is determined for disclosure purposes is calculated based on the present value of future principal and interest cash flows, discounted at the market rate of interest at the end of the reporting period.

Capital management

The group's objectives when managing capital is to maintain a strong capital base and safeguard the group's ability to continue as a going concern, so as to maintain investor, creditor and market confidence and to sustain future development of the business.

The group sets the amount of capital in proportion to its overall financing structure, i.e. equity and financial liabilities. The group manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debts.

Total capital managed in the group is the shareholders' funds as shown in the statement of financial position.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2012

   22.     Capital commitments 
 
 Group                                           2012        2011 
                                               RM'000      RM'000 
                                            ---------  ---------- 
 
 Capital expenditure for the construction 
  on the datacentre: 
  - Approved and contracted for 
   property, plant and equipment               41,541     212,202 
                                            =========  ========== 
 

The company had no capital commitments at 30 September 2012.

   23.     Financial commitments 

At the year end date the group had the following outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due:

 
                           Land and buildings      Plant and machinery 
                            2012        2011        2012        2011 
                           RM'000      RM'000      RM'000      RM'000 
 Group 
 Within one year                  -           -         930       1,590 
 In two to five years             -           -         947       1,232 
                        -----------  ----------  ----------  ---------- 
           -                                  -       1,877       2,822 
 ===========  =================================  ==========  ========== 
 
   24.     Amounts due from/(due to) ultimate parent company 

The amount due from/(due to) the ultimate parent company of the group, Teliti Computers Sdn Bhd ("Teliti Computers"), as at 30 September 2012 is as follows:

 
                                               Group              Company 
                                            2012       2011     2012     2011 
                                          RM'000     RM'000   RM'000   RM'000 
                                       ---------  ---------  -------  ------- 
 Amount due from Teliti 
  Computers: 
 
   *    Teliti International                 991         53      991       53 
 
   *    Teliti Solutions                   2,755      2,330        -        - 
 
   *    Teliti Services                   13,694     11,532        -        - 
                                       ---------  ---------  -------  ------- 
 Total amount due from 
  Teliti Computers                        17,440     13,915      991       53 
                                       ---------  ---------  -------  ------- 
 
   Amount due to Teliti 
   Computers 
 
   *    Teliti Datacentres              (22,097)   (13,727)        -        - 
 
   *    Teliti International (M) S.B         (3)          -        -        - 
                                       ---------  ---------  -------  ------- 
 Total amount due to 
  Teliti Computers                      (22,100)   (13,727)        -        - 
                                       ---------  ---------  -------  ------- 
 
 Net balance (due to)/due 
  from Teliti Computers                  (4,660)        188      991       53 
                                       =========  =========  =======  ======= 
 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2012

   24.     Amount due from/(due to) ultimate parent company (continued) 

Teliti Computers is the ultimate parent company of the group as it owns 79% of Teliti International.

Teliti Computers 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 Teliti Computers.

All of the revenue of Teliti Solutions and Teliti Services is allocated to them from Teliti Computers which invoices the contract customer for the work performed.

The contracts are allocated to Teliti Services and Teliti Solutions on a normal commercial basis and any loss or cost overrun on each contract is recognised in the company that has carried out the work. The work is invoiced to the contract customer by Teliti Computers in accordance with the licence agreement. All amounts due to/from contract customers are recognised in the balance sheet of Teliti Computers and collected by them.

All other operating income is collected by Teliti Computers whilst the cost of sales incurred, administrative expenses and payment for income tax to the Malaysian Inland Revenue are paid by Teliti Computers on behalf of Teliti Solutions and Teliti Services.

Amounts due from Teliti Computers to the group are unsecured, bears no interest and are repayable on demand.

Compensation of key management personnel of the Group

Key management personnel of the group are defined as those persons having authority and responsibility for the planning, directing and controlling the activities of the group, directly or indirectly. Key management of the group are therefore considered to be the directors of the company. There were no transactions with the key management, other than their emoluments. The remuneration of key management is set out below in aggregate for the categories specified in IAS 24 "Related party disclosures".

The following table summarises remuneration paid to key management personnel:

 
                                       Group 
                                    2012     2011 
                                  RM'000   RM'000 
 
 Short-term employment benefits      782        - 
                                 =======  ======= 
 

Further information about the remuneration of directors is shown in note 10 above and in the corporate governance report.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2012

   25.     Control 

The company and group is controlled by Teliti Computers Sdn Bhd, which owns 79% of the issued share capital of the company.

   26.     Subsequent events 

Subsequent to 30 September 2012, the following events took place:

On 22 October 2012, Teliti Computers won the Centralize Backup And Disaster Recovery tender for Kuala Lumpur City Hall for the value of RM3.75 million. All the revenue for this project will be allocated to Teliti Services Sdn Bhd.

On 2 November 2012, Teliti Datacentres signed the UKAS's facilitation fund agreement between Government of Malaysia and Bank Pembangunan Malaysia for the value of RM47 million.

On 11 December 2012, Teliti Computers won the tender for IBM AS400 Power 7 Model 750 machine for Agro Bank for the value of RM3.68 million. All the revenue for this project will be allocated to Teliti Services Sdn Bhd.

On 13 March 2013, the group secured new funding from SME Bank for Teliti Datacentres for the value of RM18.5 million.

This information is provided by RNS

The company news service from the London Stock Exchange

END

FR PGUBAWUPWGAR

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