TIDMORNT
RNS Number : 4185L
Orient Telecoms PLC
10 September 2021
ORIENT TELECOMS PLC
("ORIENT" or the "Company")
FINAL RESULTS FOR THE YEARED 31 MARCH 2021
ORIENT is an information technology company that offers managed
services as its core business, which include managed services in
machine to machine networking, solutions for internet of things
(IOT), cyber security, big data solutions as well as full spectrum
of other managed services, announces its results for the year ended
31 March 2021
Highlights for the period:
-- The Group recorded an outstanding performance for the year
ended 31 March 2021, which saw revenue increase by 34.4% to
GBP807,000 (2020: GBP601,000) and the basic and diluted profit /
(loss) per share increase from a loss per share of 0.14p to a
profit per share of 0.84p.
-- Our strategy for the coming year is to continue to develop
customer-led end-to-end hi-tech solutions not only to serve the B2B
sector but also to attend to the government agencies and public
work departments.
-- Cash position remains strong at GBP391,783 (2020: GBP350,692) with no borrowings.
The annual report and accounts is available on the Company's
website at: www.orient-telecoms.com
For more information please contact:
Orient Telecoms plc
mustafa@orient-telecoms.com
Sayed Mustafa Ali
CHAIRMAN'S STATEMENT
On behalf of the Board of Directors, I have great pleasure in
presenting the Annual Report and Audited Financial Statements of
Orient Telecoms Plc (the "Company") and its subsidiary undertaking
(together the "Group") for the financial year ended 31(st) March
2021.
OVERVIEW
Over the last year the Group has seen the movement of the
premise-based Data or Network services to cloud based services
continue at an accelerated pace. Working from home has become
mainly mandatory, due to the Pandemic, and this requires secure,
stable, and constant available connectivity at the servers for an
uninterrupted working environment.
The Group recorded an outstanding performance for the year ended
31 March 2021, which saw revenue increase by 34.4% to GBP807,000
(2020: GBP601,000) and the basic and diluted profit / (loss) per
share increase from a loss per share of 0.14p to a profit per share
of 0.84p.
Cash at the end of the period was GBP391,783 (2020: GBP350,692)
with no borrowings.
The Group has positioned itself as a fully managed overlay
network service provider which makes the company noticeably light
weight and one not requiring to invest heavily in building the
network infrastructure which may later be at risk due to sudden
change in technology.
With the continued introduction and deployment of 5G services
across the region, Orient Telecoms finds itself in a very safe and
secure place by having its approach to provide connectivity riding
on 3rd party infrastructure. As fixed line telecommunication
companies keep on growing their 5G reach, Orient Telecoms will
follow their infrastructure to offer its services/platforms to its
clients regionally.
During the period Orient Telecoms has continued to work with its
in-house research and development team and external partners to
introduce new solutions to the market. During the first quarter of
the year, it has introduced its own in house developed solution
called "Office Mate" a complete SME/SMI business connectivity and
data management solution, which helps entrepreneurs start their
business and bring it online instantaneously.
The technology teams have shown good commitment and
operationally the Group has achieved excellent performance measured
through the feedback from its customers.
Our strategy for the coming year is to continue to develop
customer-led end-to-end hi-tech solutions not only to serve the B2B
sector but also to attend to the government agencies and public
work departments.
COVID-19 has adversely affected almost all industries and
markets. However, the impact on telecommunication business was not
as severe. As a result of this effect, the cycle time to convert an
opportunity into sales has increased significantly. The sales team
is having challenges meeting customers frequently and following up
with the relevant people to ensure the deal is closed. The Group
foresees this effect to continue in the coming year. The Group has
put in place all the necessary tools, processes, and systems to
reduce the cycle time as much as possible.
OUTLOOK
With the introduction and race to deploy 5G services across the
region, Orient Telecoms finds itself in a very safe and secure
place by having its approach to provide connectivity riding on 3rd
party infrastructure. As the fixed line telecommunication companies
keeps on growing their 5G reach, Orient Telecoms will follow their
infrastructure to offer its services/platforms to its clients
regionally.
The Group foresees its near future into AI (Artificial
intelligence) driven network, connectivity, data management and
smart solutions.
The Board views the future with confidence and expects to report
another solid performance as it makes further progress towards its
medium-term strategy of being a leading regional network
telecommunications provider offering connectivity and selling
network services across Southeast Asia.
Sayed Mustafa Ali
Director
09 September, 2021
Strategic Report
Strategy, objective and business model
The Group provides managed telecommunications services using the
network infrastructure owned by other network operators to enable
cost effective and rapid connectivity to large bandwidth consumers
in Malaysia, Thailand and Singapore. Over time the Group aims to be
a leading regional network telecommunications provider offering
connectivity and selling managed network services across Southeast
Asia. The Group's service offering and the construction of its
overlay network requires low capital expenditure and management
believe this will enable it to offer attractive pricing to
customers in the region.
Fair review of business development and performance
The Group's cash resources are sufficient for general corporate
purposes and its operational activities such as the Group's
on-going operating costs and expenses including Directors' fees and
salaries.
Principal risks and uncertainties
The Directors have identified the following as the key risks
facing the business:
- The Telecommunication sectors
The Group operates in a highly competitive and saturated market
as the Group is not involved in building its own network
infrastructure which would require significant capital expenditure.
The Group will be dependent on entering into agreements with
licensed network operators in the territories in which it operates
in respect of their infrastructure in order to provide a managed
service offering to customers and developing its own overlay
network. The ability to establish a strong and diversified set of
agreements with network operators is important to enable the Group
to be able to offer competitive solutions for its customers.
In addition, the Group's operation can be disrupted by a variety
of tasks and hazards which are beyond its control such as
governmental delays, increase in costs and the availability of
equipment or services.
- The Group's relationship with the Executive Director
The Group is dependent on the Executive Director to identify
potential business opportunities and to execute, and the loss of
the services of the Executive Director could materially affect
it.
- The Group's existing customers & suppliers
The Group is currently dependent on the business from several
major customers, as set out in note 16. The company has undertaken
an initiative to resolve this issue by way of sourcing and
negotiating with various new potential customers with the view to
mitigating the risk factor.
The management is also actively looking into engaging more
suppliers, which some of it now in final phase to commence the
works.
-
- Business Strategy
The Group is an entity with around 3 years of operating history.
The probability that the Group may fail to execute its business
plan has been mitigated with experienced management, the
recruitment of a high calibre sales team to secure revenue
contracts and the board's regular review of the Group's business
plan. The Group is also confident that its product has a better
edge to support SMEs and will be able to support the target growth
of the Group.
- COVID-19 Pandemic
The COVID-19 virus led to movement control order in Malaysia
from March 2020 onwards which have had the impact of including (i)
staff being unable to attend their normal place of work and fulfil
their normal duties due to falling ill or being required to
self-isolate: (ii) reducing the efficiency of our operation; (iii)
disrupting the services of the various providers of 3(rd) party
infrastructure who used to supply our services who may be unable to
cope with the increased demands placed upon them.
These are mitigated by: (i) the Group has proven technology to
enable most employees to carry out their duties remotely; (ii) the
Group has a balance sheet with no gearing and be able to access
equity financing (if required) to cover any temporary pressure on
working capital.
The Board seeks to mitigate and manage these risks through
continual review, policy setting and enforcement of contractual
rights and obligations.
Going concern
As described in note 2, these financial statements have been
prepared on a going concern basis. After making due enquiry, the
directors have a reasonable expectation that the Company and the
Group have adequate resources to continue in operational existence
for a period of at least 12 months from the date of approval of
these financial statements. For this reason, they continue to adopt
the going concern basis in preparing the financial statements.
Capital and returns management
The Company expects that any returns for Shareholders would
derive primarily from capital appreciation of the Ordinary Shares
and in the medium-term dividends paid pursuant to the Group's
dividend policy.
Section 172 Report
The revised UK Corporate Governance Code ('2018 Code') was
published in July 2018 and applies to accounting periods beginning
on or after January 1, 2019. The Companies (Miscellaneous
Reporting) Regulations 2018 ('2018 MRR') require Directors to
explain how they considered the interests of key stakeholders and
the broader matters set out in section 172(1) (A) to (F) of the
Companies Act 2006 ('S172') when performing their duty to promote
the success of the Company under S172. This includes considering
the interest of other stakeholders which will have an impact on the
long-term success of the company. The S172 statement, explains how
Directors:
-- have engaged with employees, suppliers, customers and others; and
-- have had regard to employee interests, the need to foster the
company's business relationships with suppliers, customers and
other, and the effect of that regards, including on the principal
decisions taken by the company during the financial year.
The S172 statement focuses on matters of strategic importance to
the Group, and the level of information disclosed is consistent
with the size and the nature of the business.
The Board has a clear framework for determining the matters
within its remit and has approved Terms of Reference for the
matters delegated to its committees. Certain financial and
strategic thresholds have been determined to identify matters
requiring Board consideration and approval. The Manual of Authority
sets out the delegation and approval process across the broader
business. When making decisions, each Director ensures that he/she
acts in the way he/she considers, in good faith, would most likely
promote the Group's success for the benefit of its members as a
whole, and in doing so have regard (among other matters) to:
The likely consequences of any decision in the long term
The Directors understand the business and the evolving
environment in which the Group operates. The strategy set by the
Board is intended to strengthen our position as a leading network
services provider while keeping safety and social responsibility
fundamental to our business approach. In 2020, to help achieve all
strategic ambitions, the Board refreshed our strategy to further
focus on developing the Group's business. However, while investing
for the future, the Board also recognise we must meet today's
connectivity and technology demand.
The interests of the company's employees
The Directors recognise that Orient employees are fundamental
and core to our business and delivery of our strategic ambitions.
The success of our business depends on attracting, retaining and
motivating employees. In ensuring that we remain a responsible
employer, including pay and benefits to our health, safety and
workplace environment, the Directors factor the implications of
decisions on employees and the wider workforce, where relevant and
feasible.
The need to foster the company's business relationships with
suppliers, customers and others
Delivering our strategy requires strong mutually beneficial
relationships with suppliers, customers, and government agencies.
Orient seeks the promotion and application of certain general
principles in such relationships. The ability to promote these
principles effectively is an important factor in the decision to
enter into or remain in such relationships and this alongside other
standards are described in The General Business Principles, which
are reviewed and approved by the Board periodically. The Board also
reviews and approves the Group's approach to suppliers which is set
out in the Supplier Principles. The businesses continuously assess
the priorities related to customers and those with whom we do
business, and the Board engages with the businesses on these
topics, for example, within the context of business strategy
updates and investment proposals.
Moreover, the Directors receive information updates on a variety
of topics that indicate and inform how these stakeholders have been
engaged. These range from information provided from the Projects
& Technology function to information provided by the
businesses.
The impact of the company's operations on the community and the
environment
This aspect is inherent in our strategic ambitions, most notably
on our ambitions to thrive through the Telecommunication and
Technology transition and to sustain a strong societal and business
licence to operate. As such, the Board receives information on
these topics to both provide relevant information for specific
Board decisions (e.g. those related to specific strategic
initiatives) and to provide ongoing overviews at the Orient group
level (e.g., regular Safety & Environment Performance Updates,
reports from the Chief Ethics & Compliance Officer and Chief
Internal Auditor).
The desirability of the company maintaining a reputation for
high standards of business conduct
Orient aims to meet the region's growing need of connectivity
and cloud-based services with high performance solutions in ways
which are economically, technologically, and socially responsible.
The Board periodically reviews and approves clear frameworks, such
as The General Business Principles, Company's Code of Conduct,
specific Ethics & Compliance manuals, and its Modern Slavery
Statements, to ensure that its high standards are maintained both
within Orient Telecoms businesses and the business relationships we
maintain. This, complemented by the ways the Board is informed and
monitors compliance with relevant governance standards help assure
its decisions are taken and that the Group acts in ways that
promote high standards of business conduct.
The need to act fairly as between members of the company
After weighing up all relevant factors, the Directors consider
which course of action best enables delivery of our strategy
through the long-term, taking into consideration the impact on
stakeholders. In doing so, our Directors act fairly as between the
Company's members but are not required to balance the Company's
interest with those of other stakeholders, and this can sometimes
mean that certain stakeholder interests may not be fully
aligned.
Culture
The Board recognises that it has an important role in assessing
and monitoring that our desired culture is embedded in the values,
attitudes, and behaviours we demonstrate, including in our
activities and stakeholder relationships. The Board has established
honesty, integrity, and respect for people as Orient Telecoms' core
values. The General Business Principles, Code of Conduct, and Code
of Ethics help everyone at Orient Telecoms act in line with these
values and comply with relevant laws and regulations. The
Commitment and Policy on Health, Safety, Security, Environment
& Social Performance applies across the Group and is designed
to help protect people and the environment. We relentlessly pursue
Goal Zero, our safety goal to achieve no harm and no leaks across
all our operations. We also strive to maintain a diverse and
inclusive culture.
The Board considers the People Survey to be one of its principal
tools to measure employee engagement, motivation, affiliation, and
commitment to Orient Telecoms. It provides insights into employee
views and has a consistently high response rate. The Board also
utilises this engagement to understand how survey outcomes are
being leveraged to strengthen the Group's culture and values.
Stakeholder engagement (including employee engagement)
The Board recognises the important role Orient Telecoms has to
play in society and is deeply committed to public collaboration and
stakeholder engagement. This commitment is at the heart of the
Company's strategic ambitions. The Board strongly believes that
Orient Telecoms will only succeed by working with customers,
governments, business partners, investors, and other
stakeholders.
We continue to build on our long track record of working with
others, such as partners, industry and trade groups, universities,
government agencies, and in some instances our competitors through
mutually beneficial business dealings. We believe that working
together and sharing knowledge and experience with others offers us
greater insight into our business. We also appreciate our long-term
relationships with our customers, investors and acknowledge the
positive impact of ongoing engagement and dialogue.
To support strengthening the Board's knowledge of the
significant levels of engagement undertaken by the broader
business, guidance on information, proposals or discussion items
provided to the Board was updated in 2021 to further promote and
focus considerations of the views, interests and concerns of our
stakeholders and how these were considered by Management. The Board
also engaged with certain stakeholders directly, to understand
their views.
Sayed Mustafa Ali
Director
09 September, 2021
Directors' report
The Directors present their report together with the audited
financial statements of the Company and its subsidiary undertaking
(together with the "Group") for the year ended 31 March 2021.
An indication of the likely future developments in the business
of the Group are included in the Strategic Report.
Results and dividends
The results for the reporting year are set out in the Statement
of Comprehensive Income on page 21. The Directors do not recommend
the payment of a dividend on the ordinary shares.
Directors
The Directors of the Company during the year were:
Sayed Mustafa Ali
Ross Andrews
Leon Santos
Wong Chee Keong
Directors' interest
None of the Directors held any interest and deemed interest in
the share capital of the Company and its related corporation at the
end of financial period.
No Director currently has any share options and no share options
were granted to or exercised by a Director in the reporting
period.
Share capital, restrictions on transfer of shares, arrangements
affected by change of control and other additional information
The Company has one class of share capital, ordinary shares. All
the shares rank pari passu. The articles of association of the
Company contain provisions governing the transfer of shares, voting
rights, the appointment and replacement of Directors and amendments
to the articles of association. This accords with usual English
company law provisions. There are no special control rights in
relation to the Company's shares. There are no significant
agreements to which the Company is a party which take effect, alter
or terminate in the event of a change of control of the Company.
There are no agreements providing for compensation for Directors or
employees on change of control.
Liability insurance for Company officers
The Company has not obtained any third-party indemnity for its
Directors.
Dividend policy
The Company's current intention is to retain any earnings for
use in its business operations, and the Company does not anticipate
declaring any dividends in the foreseeable future. The Company will
only pay dividends to the extent that to do so is in accordance
with all applicable laws.
Substantial shareholders
The Company has been notified of the following interests of 3
per cent or more in its issued share capital as at 31 March
2021.
Shareholder name Number of ordinary Percentage of
shares share capital
VCB A.G. 1,000,000 10.00%
Nordic Alliance Holding Limited 600,000 6.00%
Eastman Ventures Limited 600,000 6.00%
Belldom Limited 450,000 4.50%
Link Summit Limited 425,000 4.25%
Infinity Mission Limited 400,000 4.00%
Peel Hunts Holdings Limited 300,000 3.00%
Financial risk management and future development
An explanation of the Group's financial risk management
objectives, policies and strategies is set out in note 18.
Events after the reporting date
T here were no subsequent events after the reporting period.
Employee and Greenhouse Gas (GHG) Emissions
The Company is trading with less than 20 employees including
directors, and therefore has minimal carbon emissions. As the
Group's annual energy consumption is below 40,000 kwh no energy and
carbon report is presented.
The Company promotes a policy for the creation of equal and
ethnically diverse employment opportunities including with respect
to gender. The Company promotes and encourages employee involvement
wherever practical as it recognises employees as a valuable asset
and is one of the key contributions to the Company's success.
Corporate governance
The Company adopted corporate governance and follow its policies
and practices that set out in Corporate Governance Statement.
Auditors
The auditors, Crowe U.K. LLP, have expressed their willingness
to continue in office and a resolution to reappoint them will be
proposed at the Annual General Meeting.
Auditors and disclosure of information
The directors confirm that:
-- there is no relevant audit information of which the Company's
statutory auditor is unaware; and
-- each Director has taken all the necessary steps he ought to
have taken as a Director in order to make himself aware of any
relevant audit information and to establish that the Company's
statutory auditor is aware of that information.
This con rmation is given and should be interpreted in
accordance with the provisions of Section 418 of the Companies Act
2006.
This was approved by the Board of Directors on 09 September 2021
and is signed on its behalf by;
Sayed Mustafa Ali
Director
09 September 2021
Corporate governance
The board is committed to maintaining appropriate standards of
corporate governance. The statement below explains how the Group
has observed principles set out in The UK Corporate Governance Code
("the Code") as relevant to the Group and contains the information
required by section 7 of the UK Listing Authority's Disclosure and
Transparency Rules ("DTR").
Although the UK Corporate Governance Code is not compulsory for
companies whose shares are admitted to trading on the Main Market
(Standard Listing), the Board recognises the importance of sound
corporate governance and have developed governance policies
appropriate for the Group, given its current size and resources.
The Group is a small group with modest resources. The Group has a
clear mandate to optimise the allocation of limited resources to
support its expansion and future plans. As such the Group strives
to maintain a balance between conservation of limited resources and
maintaining robust corporate governance practices. As the Group
evolves, the board is committed to enhancing the Group's corporate
governance policies and practices deemed appropriate to the size
and maturity of the organisation.
Board of directors
The board currently consists of one executive director and three
independent non-executive directors. Following its Admission, the
board meets regularly throughout the year to discuss key issues and
to monitor the overall performance of the Group. The board has a
formal schedule of matters reserved for its decision. The board met
three times during the year. The board, led by the independent
non-executive directors, evaluates the annual performance of the
board and the chairman.
The table below sets out the board meetings held by the Company
for the year ended 31 March 2021 and attendance of each
director:
Board meetings
Sayed Mustafa Ali 5 / 5
Ross Andrews 5 / 5
Leon Santos 5 / 5
Wong Chee Keong 5 / 5
Audit committee
The audit committee, which is chaired by Ross Andrews, comprises
independent non-executive directors. The Board is satisfied that
Ross Andrews has recent and relevant financial experience to guide
the committee in its deliberations.
The Audit Committee determines the terms of engagement of the
Group's auditors and will determine, in consultation with the
auditors, the scope of the audit. The Audit Committee receives and
reviews reports from management and the Group's auditors relating
to the interim and annual accounts and the accounting and internal
control systems in use throughout the Group. The ultimate
responsibility for reviewing and approving the Annual Report and
financial statements and the half-yearly reports remains with the
Board.
The Audit Committee is responsible for:
-- monitoring in discussion with the auditors the integrity of
the financial statements of the Company, any formal announcements
relating to the Company's financial performance and reviewing
significant financial reporting judgements contained in them;
-- reviewing the Company's internal financial controls and the
Company's internal control and risk management systems;
-- considering annually whether there is a need for an internal
audit function and make a recommendation to the Board;
-- making recommendations to the Board for it to put to the
shareholders for their approval in the general meeting, in relation
to the appointment, re-appointment and removal of the external
auditor and to approve the remuneration and terms of engagement of
the external auditor;
-- reviewing and monitoring the external auditor's independence
and objectivity and the effectiveness of the audit process, taking
into consideration relevant UK professional and regulatory
requirements;
-- developing and implementing policy on the engagement of the
external auditor to supply non-audit services, taking into account
relevant external guidance regarding the provision of non-audit
services by the external audit firm; and
-- reporting to the Board, identifying any matters in respect of
which it considers that action or improvement is needed and making
recommendations as to the steps to be taken.
For the year under review, there were no non- audit services
rendered to the Group and the Company. The audit committee
considered the nature, scope of engagement and remuneration paid
were such that the independence and objectivity of the auditors
were not impaired. Fees paid for audit are provided in Note 5.
Remuneration committee
The remuneration committee consists of both executive and
non-executive directors and is chaired by Leon Santos. It meets
when required to consider aspects of directors' and staff
remuneration, share options and service contracts.
The Directors' Remuneration Report is presented on page 16 to
17.
Nominations committee
Mr Wong Chee Keong (Chairman) and the Nomination Committee which
consists of both executive director and independent non-executive
directors. The nomination committee meets, when required, to
examine the selection and appointment practises in meeting the
company's need. No such meeting took place during the year.
Internal financial control
Financial controls have been established to provide safeguards
against unauthorised use or disposition of the assets, to maintain
proper accounting records and to provide reliable financial
information for internal use.
Key financial processes include:
-- the maintenance of proper records;
-- a schedule of matters reserved for the approval of the board;
-- evaluation, approval procedures and risk assessment required
close involvement of the chief executive in the day-to-day
operational matters of the company.
The directors consider the size of the company and the close
involvement of executive directors in the day-to-day operations
makes the maintenance of an internal audit function unnecessary.
The directors will continue to monitor this situation.
Relations with shareholders
The Company maintains a corporate website at
http://www.orient-telecoms.com/. This website is updated regularly
and includes information on the Company's share price as well as
other relevant information concerning the Company, which is
available for downloading.
Statement of Directors' Responsibilities
The directors are responsible for preparing the annual report
and the financial statements in accordance with applicable law and
regulations. Company law requires the directors to prepare the
Group and the Company financial statements for each financial year.
Under that law the directors have elected to prepare the Group
financial statements in accordance with International Accounting
Standards in conformity with the requirements of the Companies Act
2006 and International Financial Reporting Standards adopted
pursuant to Regulations (EC) No 1606/2002 as it applies in the
European Union (IFRSs) and elected to prepare the Company financial
statements under United Kingdom Generally Accepted Accounting
Practice (United Kingdom Accounting Standards and applicable laws
including FRS 101 Reduced Disclosure Framework) and applicable
law.
Under company law the directors must not approve the nancial
statements unless they are satis ed that they give a true and fair
view of the state of affairs of the Group and the Company and of
the pro t or loss of the Group for that period. In preparing these
nancial statements, the directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- state whether applicable accounting standards have been
followed, subject to any material departures disclosed and
explained in the financial statements;
- prepare the Strategic Report, Directors' report and Directors'
Remuneration report which comply with the requirements of the
Companies Act 2006;
- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group and the
Company will continue in business.
The directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Group and the
Company's transactions and disclose with reasonable accuracy at any
time, the financial position of the Group and the Company to enable
them to ensure that the financial statements comply with the
requirements of the Companies Act 2006. They are also responsible
for safeguarding the assets of the Group and the Company and hence
for taking reasonable steps for the prevention and detection of
fraud and other irregularities.
Website publication
The directors are responsible for ensuring that the Strategic
Report, Directors' report and other information included in the
annual report and the financial statements are made in accordance
with applicable law in the United Kingdom. The maintenance and
integrity of the Orient Telecoms Plc website is the responsibility
of the Directors.
Legislation in the United Kingdom governing the preparation and
dissemination of the accounts and the other information included in
annual reports may differ from legislation in other
jurisdictions.
The Directors are responsible for preparing the Financial
Statements in accordance with the Disclosure and Transparency Rules
of the United Kingdom's Financial Conduct Authority ("DTR") and
with International Financial Reporting Standards as adopted by the
European Union.
The directors confirm, to the best of their knowledge that:
-- the financial statements, prepared in accordance with the
relevant financial reporting framework, give a true and fair view
of the assets, liabilities, financial position and profit or loss
of the Group and Company;
-- the Strategic and Directors' Report include a fair review of
the development and performance of the business and the financial
position of the Group and the Company, together with a description
of the principal risks and uncertainties that it faces; and
-- the annual report and financial statements, taken as a whole,
are fair, balanced, and understandable and provide the information
necessary for shareholders to assess the group's position,
performance, business model and strategy.
Directors' Remuneration Report
The Directors' Remuneration Report sets out the Group's policy
on the remuneration of Directors together with the details of
Directors' remuneration packages and services contracts for the
period 1 April 2020 to 31 March 2021.
The Board as a whole will review the scale and structure of the
Directors' fees, taking into account the interests of the
shareholders and the performance of the Company and Directors.
The items included in this report are unaudited unless otherwise
stated.
The Company maintains contact with its shareholders about
remuneration in the same way as other matters and, as required by
Section 439 of the Companies Act 2006, this remuneration report
will be put to an advisory vote of the Company's shareholders at
the forthcoming Annual General Meeting.
Statement of Orient Telecoms plc's policy on Directors'
remuneration
As set out in the Company's Prospectus dated 18 October 2017,
each of the Directors may be paid a fee at such rate as may from
time to time be determined by the Board. However, the aggregate of
all fees payable to the Directors must not exceed GBP150,000 a year
or such higher amount as may from time to time be decided by
ordinary resolution of the Company.
In addition, any fees payable to the Directors shall be distinct
from any salary, remuneration or other amounts payable to a
Director under any other provisions and shall accrue from day to
day.
The Board may also make provisions for pension entitlement for
Directors.
There have been no changes to the Directors' remuneration or
remuneration policy since the publication of the Company's
Prospectus dated 18 October 2017.
Terms of employment
Sayed Mustafa Ali has been appointed by the Company to act as an
executive director under a service agreement dated 12 October 2017.
His appointment commenced on 12 October 2017 and is terminable on
six months' written notice on either side. He is entitled to a fee
of GBP15,000 per annum.
Wong Chee Keong has been appointed by the Company to act as a
non-executive director under a service agreement dated 9 April
2020. His appointment commenced on 9 April 2020 and is terminable
on six months' written notice on either side. He is entitled to a
fee of RM120,000 (approximately GBP19,900) per annum.
Ross Andrews has been appointed by the Company to act as a
non-executive director under a service agreement dated 12 October
2017. His appointment commenced on 12 October 2017 and is
terminable on three months' written notice on either side. He is
entitled to a fee of GBP20,000 per annum.
Leon Santos has been appointed by the Company to act as a
non-executive director under a service agreement dated 12 October
2017. His appointment commenced on 12 October 2017 and is
terminable on three months' written notice on either side. He is
entitled to a fee of GBP15,000 per annum.
Policy for new appointments
Base salary levels will take into account market data for the
relevant role, internal relativities, the individual's experience
and their current base salary. Where an individual is recruited
below market norms, they may be re-aligned over time (e.g. two to
three years), subject to performance in the role. Benefits will
generally be in accordance with the approved policy.
Directors' emoluments and compensation
Directors' emoluments for the year ended 31 March 2021 are set
out in note 15.
Statement of Directors' shareholding and share interest
The Directors who served during the year ended 31 March 2021,
and their interests at that date, are disclosed on Page 9. There
were no changes between the reporting date and the date of approval
of this report.
None of the Directors has any potential conflicts of interest
between their duties to the Company and their private interests or
other duties they may also have.
Other Matters
The Company does not currently have any annual or long-term
incentive schemes in place for any of the Directors and as such
there are no disclosures in this respect.
The Company does not have any pension plans for any of the
Directors and does not pay pension amounts in relation to their
remuneration.
The Company has not paid out any excess retirement benefits to
any Directors.
Approved on behalf of the Board of Directors.
Leon Santos
Chairman, Remuneration Committee
09 September 2021
INDEPENT AUDITOR'S REPORT
Opinion
We have audited the financial statements of Orient Telecoms Plc
(the "Company") and its subsidiary (the "Group") for the year ended
31 March 2021, which comprise:
-- the consolidated statement of comprehensive income for the year ended 31 March 2021;
-- the consolidated and the Company statements of financial position as at 31 March 2021;
-- the consolidated statements of cash flows for the year ended 31 March 2021;
-- the consolidated and the Company statements of changes in
equity for the year then ended 31 March 2021; and
-- notes to the financial statements, which include a summary of
significant accounting policies and other explanatory
information.
The financial reporting framework that has been applied in the
preparation of the Group financial statements is applicable law and
International Accounting Standards in conformity with the
requirements of the Companies Act 2006 and International Financial
Reporting Standards adopted pursuant to Regulations (EC) No
1606/2002 as it applies in the European Union (IFRSs). The
financial reporting framework that has been applied in the
preparation of the Company financial statements is applicable law
and United Kingdom Accounting Standards, including Financial
Reporting Standard 101 Reduced Disclosure Framework (United Kingdom
Generally Accepted Accounting Practice).
In our opinion:
-- the financial statements give a true and fair view of the
state of the Group's and the Company's affairs as at 31 March 2021
and of the Group's profit for the year then ended;
-- the Group financial statements have been properly prepared in accordance with IFRSs;
-- the Company financial statements have been properly prepared
in accordance United Kingdom Accounting Standards ; and
-- the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor's responsibilities for the audit of the financial
statements section of our report. We are independent of the Company
and the Group in accordance with the ethical requirements that are
relevant to our audit of the financial statements in the UK,
including the FRC's Ethical Standard, and we have fulfilled our
other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our
opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the
director's use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our
evaluation of the directors' assessment of the ability of the Group
and the Parent Company continue to adopt the going concern basis of
accounting included the following procedures:
We evaluated the Directors' assessment of the Group and the
Parent Company's ability to continue as a going concern, including
tested the integrity of the going concern model, reviewed and
challenged the underlying data and key assumptions used to make the
assessment. Additionally, we reviewed and challenged the results of
management's stress testing, to assess the reasonableness of
economic assumptions in light of the impact of COVID-19 on the
Group's solvency and liquidity position.
Further details of the Directors' assessment of going concern is
provided in Note 2.
Based on the work we have performed, we have not identified any
material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
ability of the Group or the Parent Company's ability to continue as
a going concern for a period of at least twelve months from when
the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report.
Overview of our audit approach
Materiality
In planning and performing our audit we applied the concept of
materiality. An item is considered material if it could reasonably
be expected to change the economic decisions of a user of the
financial statements. We used the concept of materiality to both
focus our testing and to evaluate the impact of misstatements
identified.
Based on our professional judgement, we determined overall
materiality for the Group financial statements as a whole to be
GBP13,000 (2020: GBP12,000), based on 3% of the Group's net assets
at the year end.
We use a different level of materiality ('performance
materiality') to determine the extent of our testing for the audit
of the financial statements. Performance materiality is set based
on the audit materiality as adjusted for the judgements made as to
the entity risk and our evaluation of the specific risk of each
audit area having regard to the internal control environment. We
determined performance materiality to be GBP9,500 (2020:
GBP9,000).
Where considered appropriate performance materiality may be
reduced to a lower level, such as, for related party transactions
and directors' remuneration.
We agreed with the Audit Committee to report to it all
identified errors in excess of GBP400 (2020: GBP360). Errors below
that threshold would also be reported to it if, in our opinion as
auditor, disclosure was required on qualitative grounds.
Overview of the scope of our audit
The Company is accounted for from one central operating location
based in Kuala Lumpur, Malaysia where all the Group's records were
maintained.
In establishing our overall approach to the Group audit, we
determined the type of work that needed to be undertaken at the
significant component by us, as the primary audit engagement team.
For the full scope component in Malaysia, where the work was
performed by a member firm of Crowe Global Network, we determined
the appropriate level of involvement to enable us to determine that
sufficient audit evidence had been obtained as a basis for our
opinion on the Group as a whole.
We engaged with the component auditors at all stages during the
audit process and directed the audit work on the non-UK subsidiary
undertakings. We directed the component auditor regarding the audit
approach at the planning stage, issued instructions that detailed
the significant risks to be addressed through the audit procedures
and indicated the information we required to be reported on. At the
planning stage we determined that the audit team, including the
audit engagement partner, would visit the component auditors and
the principal finance locations of the significant non-UK
components in order to review the component auditors' working
papers, discuss key findings directly with the component audit team
and component auditor reporting partner and conclude on significant
issues. This proved not to be possible because of the impact of the
Covid-19 pandemic in relation to quarantine restrictions. We
therefore determined that regular progress calls and remote audit
file reviews were appropriate in the exceptional circumstances.
This, together with the additional procedures performed at Group
level, gave us appropriate evidence for our opinion on the Group
financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) that we identified. These matters included those which had
the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the
engagement team.
Going concern was identified as a key audit matter and has been
addressed within the "Conclusion relating to going concern" section
of the audit report. We have determined that there are no other key
audit matters to communicate in our report.
Our audit procedures in relation to the matter were designed in
the context of our audit opinion as a whole. They were not designed
to enable us to express an opinion on the matter individually and
we express no such opinion.
Other information
The directors are responsible for the other information. The
other information comprises the information included in the annual
report, other than the financial statements and our auditor's
report thereon. Our opinion on the financial statements does not
cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the
audit or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a
material misstatement in the financial statements or a material
misstatement of the other information. If, based on the work we
have performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act
2006
In our opinion, the part of the directors' remuneration report
to be audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion based on the work undertaken in the course of our
audit:
-- the information given in the strategic report and the
directors' report for the financial year for which the financial
statements are prepared is consistent with the financial
statements; and
-- the strategic report and directors' report have been prepared
in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the Group and the
Company and their environment obtained in the course of the audit,
we have not identified material misstatements in the strategic
report or the directors' report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to
you if, in our opinion:
-- we have not received all the information and explanations we require for our audit; or
-- adequate accounting records have not been kept by the
Company, or returns adequate for our audit have not been received
from branches not visited by us; or
-- certain disclosures of directors' remuneration specified by law are not made; or
-- the Company's financial statements and the part of the
directors' remuneration report to be audited are not in agreement
with the accounting records and returns.
Responsibilities of the directors for the financial
statements
As explained more fully in the directors' responsibilities
statement set out on page 14, the directors are responsible for the
preparation of the financial statements and for being satisfied
that they give a true and fair view, and for such internal control
as the directors determine is necessary to enable the preparation
of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the Group and the Company's ability to
continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the
Group or the Company or to cease operations, or have no realistic
alternative but to do so.
Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance is
a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists.
Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users
taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including
fraud is detailed below:
We obtained an understanding of the legal and regulatory
frameworks within which the Group operates, focusing on those laws
and regulations that have a direct effect on the determination of
material amounts and disclosures in the financial statements. The
laws and regulations we considered in this context were relevant
company law and taxation legislation in the UK and Malaysia
jurisdictions in which the Group operates.
We identified the greatest risk of material impact on the
financial statements from irregularities, including fraud, to be
the override of controls by management. Our audit procedures to
respond to these risks included enquiries of management about their
own identification and assessment of the risks of irregularities,
sample testing on the posting of journals and reviewing accounting
estimates for biases.
Owing to the inherent limitations of an audit, there is an
unavoidable risk that we may not have detected some material
misstatements in the financial statements, even though we have
properly planned and performed our audit in accordance with
auditing standards. We are not responsible for preventing
non-compliance and cannot be expected to detect non-compliance with
all laws and regulations.
These inherent limitations are particularly significant in the
case of misstatement resulting from fraud as this may involve
sophisticated schemes designed to avoid detection, including
deliberate failure to record transactions, collusion or the
provision of intentional misrepresentations.
A further description of our responsibilities for the audit of
the financial statements is located on the Financial Reporting
Council's website at: www.frc.org.uk/auditorsresponsibilities .
This description forms part of our auditor's report.
Other matters which we are required to address
We were appointed by the Board on 10 July 2017 to audit the
financial statements for the year ended 31 March 2017. Our total
uninterrupted period of engagement is 4 years, covering the period
ended 31 March 2017 until the year ended 31 March 2020.
The provision of non-audit services to the company is prohibited
under the FRC's Ethical Standard. We confirm that we have not
provided any non-audit services to the Company during the financial
year ended 31 March 2021 and we remain independent of the Company
in conducting our audit.
Our audit opinion is consistent with the additional report to
the audit committee.
Use of our report
This report is made solely to the company's members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
company's members those matters we are required to state to them in
an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the company and the company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
Leo Malkin
Senior Statutory Auditor
For and on behalf of
Crowe U.K. LLP
Statutory Auditor
London
09 September 2021
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARED 31 MARCH 2021
Year ended Year ended
31 March 31 March
2021 2020
Notes GBP GBP
Revenue 4 807,133 600,596
Direct cost (276,424) (187,403)
GROSS PROFIT 530,709 413,193
Administrative expenses 5 (441,203) (423,392)
----------- -----------
OPERATING PROFIT / (LOSS) 89,506 (10,199)
Other income 2,972 -
Finance income 850 4,879
Finance cost (9,756) (8,595)
PROFIT / (LOSS) BEFORE TAXATION 83,572 (13,915)
Income tax expense 6 - -
----------- -----------
PROFIT / (LOSS) FOR THE YEAR ATTRIBUTABLE
TO EQUITY HOLDERS 83,572 (13,915)
OTHER COMPREHENSIVE INCOME
Items that will or may be reclassified
to profit or loss:
Translation of foreign operation (27,785) 15,793
TOTAL COMPREHENSIVE PROFIT FOR THE
YEAR 55,787 1,878
=========== ===========
Basic and diluted profit/(loss) per
share (pence) 7 0.84 (0.14)
----------- -----------
The notes to the financial statements form an integral part of
these financial statements.
All amounts are derived from continuing operations.
CONSOLIDATED STATEMENT OF FINANCIAL As at As at
POSITION 31 March 31 March
AS AT 31 MARCH 2021 2021 2020
Notes GBP GBP
ASSETS
NON-CURRENT ASSET
Right-of -use asset 8 219,356 70,765
---------- ----------
CURRENT ASSETS
Trade and other receivables 9 306,455 229,092
Bank 10 391,783 350,692
698,238 579784
---------- ----------
TOTAL ASSETS 917,594 650,549
========== ==========
EQUITY AND LIABILITIES
EQUITY ATTRIBUTABLE TO EQUITY HOLDERS
OF THE COMPANY
Share capital 11 1,000,000 1,000,000
Translation reserve (23,713) 4,072
Accumulated loss (521,247) (604,819)
---------- ----------
455,040 399,253
---------- ----------
CURRENT LIABILITIES
Trade and other payables 12 238,828 177,471
Lease liability 13 96,094 73,825
---------- ----------
334,922 251,296
---------- ----------
NON-CURRENT LIABILITIES
Lease liability 13 127,632 -
---------- ----------
127,632 -
---------- ----------
TOTAL EQUITY AND LIABILITIES 917,594 650,549
========== ==========
The notes to the financial statements form an integral part of
these financial statements.
This report was approved by the board and authorised for issue
on 09 September 2021 and signed on its behalf by;
...........................
Sayed Mustafa Ali
Director
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARED 31 MARCH 2021
Year ended Year ended
31 March 31 March
2021 2020
GBP GBP
Cash flow from operating activities
Profit/(loss) before tax 83,572 (13,915)
Adjustment for:
Unrealised exchange loss 5,927 15,793
Depreciation of right-of-use-assets 99,010 94,354
Gain on lease termination (4,174) -
Interest income (850) (4,879)
Interest on lease liabilities 9,756 8,595
----------- -----------
193,241 99,948
Changes in working capital
Trade and other receivables (77,362) 919
Trade and other payables 47,168 (184,785)
----------- -----------
Cash flow from operations 163,046 (83,918)
Interest received 850 4,879
Net cash generated from/(used in)
operating activities 163,896 (79,039)
----------- -----------
Cash flow from financing activities
Interest paid (9,756) (8,595)
Repayment on lease liability (90,885) (92,690)
----------- -----------
Net cash used in financing activities (100,641) (101,285)
Net movement in cash and cash equivalents 63,255 (180,324)
Cash and cash equivalents at beginning
of period 350,692 529,278
Exchange gain on cash and cash equivalents (22,164) 1,738
----------- -----------
Cash and cash equivalents at end
of period 391,783 350,692
=========== ===========
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 31 MARCH 2021
Translation Accumulated
Share capital reserve loss Total
GBP GBP GBP GBP
As at 31 March 2019 1,000,000 (11,721) (590,904) 397,375
Translation of foreign
operation - 15,793 - 15,793
Loss for the year - - (13,915) (13,915)
-------------- ------------ ------------ ---------
Total comprehensive income
for the year - 15,793 (13,915) 1,878
-------------- ------------ ------------ ---------
As at 31 March 2020 1,000,000 4,072 (604,819) 399,253
-------------- ------------ ------------ ---------
Translation of foreign
operation - (27,785) - (27,785)
Profit for the year - - 83,572 83,572
---------- --------- ---------- ---------
Total comprehensive income
for the year - (27,785) 83,572 55,787
---------- --------- ---------- ---------
As at 31 March 2021 1,000,000 (23,713) (521,247) 455,040
---------- --------- ---------- ---------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARED 31 MARCH 2021
1. GENERAL INFORMATION
The Company was incorporated in England and Wales on 26 February
2016, as a public company limited by shares under the UK Companies
Act 2006. The registered office of the Company is at the offices of
London Registrar, Suite A, 6 Honduras St, London EC1Y 0TH United
Kingdom.
The financial statements comprise of financial information of
the Company and its subsidiary (together referred to as the
"Group").
2. ACCOUNTING POLICIES
The Board has reviewed the accounting policies set out below and
considers them to be the most appropriate to the Group's business
activities.
Basis of preparation
The financial statements have been prepared in accordance with
International Accounting Standards in conformity with the
requirements of the Companies Act 2006 and International Financial
Reporting Standards adopted pursuant to Regulation (EC) No
1606/2002 as it applies in the European Union (IFRSs). The
financial statements have been prepared under the historical cost
convention as modified for financial assets carried at fair
value.
The financial information of the Company is presented in British
Pound Sterling ("GBP") which is the functional currency of the
Company.
Going concern
The Group meets its day to day working capital requirements
through existing cash reserves. In undertaking this assessment,
they have considered the principal risks and uncertainties as set
out in the Strategic Report, and have assessed that the Group will
have adequate working capital for the Company and the Group to be
able to meet its liabilities as they fall due.
COVID-19 pandemic has affected the business and economic
environments of the Group. Different measures taken by the
governments and various private corporations to prevent the spread
of the virus such as travel bans, closures of non-essential
services, social distancing and home quarantine requirements may
impact consumers' spending pattern and the Group's operations
directly or indirectly which may affect operating cash flows and
liquidity.
The directors have prepared financial projections and plans for
a period of at least 12 months from the date of approval of these
financial statements. In view of the prolonged Covid-19 global
pandemic, the directors believe the Group has considerable
financial resources together with a diverse corporate customer base
and long-standing relationship with a number of key suppliers. As a
consequence, the Group is well placed to manage its business
risks.
For the year under review, the Group returned to profitability
and was net cash generating from the operating activities. The
Group had a cash balance of approximately GBP392,000 at the
reporting date and the cash balance was approximately GBP350,000 at
30 July 2021, which the Directors believe will be sufficient to pay
its ongoing expenses and to meet its liabilities as they fall due
for a period of at least 12 months from the date of approval of the
financial statements. These financial statements have been prepared
on a going concern basis at the end of reporting period.
After making this enquiry, the directors have a reasonable
expectation that the Company and the Group have adequate resources
to continue in operational existence. For this reason, they
continue to adopt the going concern basis in preparing the
financial statements.
Standards and interpretations issued but not yet applied
The following standards, amendments and interpretations became
effective from 1 January 2020, however none of these new standards
has had an impact on the Group financial statements:
-- IAS 1 Presentation of Financial Statements and IAS 8
Accounting Policies, Changes in Accounting Estimates and Errors
(Amendment - Disclosure Initiative - Definition of Material)
-- IFRS 3 Business Combinations (Amendment - Definition of
Business) Conceptual Framework for Financial Reporting
(Revised)
-- IBOR Reform and its Effects on Financial Reporting
-- COVID-19 Related Rent Concessions - Amendment to IFRS 16
A number of new standards and amendments to standards and
interpretations have been issued by International Accounting
Standards Board but are not yet effective. The Directors do not
expect that the adoption of these standards will have a material
impact on the financial statements of the Group in future
periods.
Basis of consolidation
The consolidated financial statements incorporate the financial
statements of the Company and its subsidiaries drawn up to 31 March
each year. Control is achieved where the Company has the power to
govern the financial and operating policies of an entity so as to
obtain benefits from its activities.
Where necessary, adjustments are made to the financial
statements of subsidiaries to bring their accounting policies into
line with those used by other members of the Group.
All intra-company transaction, balances, income and expenses are
eliminated in full on consolidation.
Revenue recognition
The accounting policies for the group's revenue from contracts
with customers are explained in note 4.
Taxation
The tax currently payable is based on the taxable profit for the
period. Taxable profit differs from net profit as reported in the
income statement because the taxable profits exclude items of
income or expense that are taxable or deductible in other periods
and it further excludes items that are not taxable or deductible.
The Group's liability for corporate tax is calculated using the
income tax rates that have been gazetted for the current reporting
date.
Deferred income tax is provided for using the liability method
on temporary differences at the reporting date between the tax
basis of assets and liabilities and their carrying amounts for
financial reporting purposes. Deferred income tax liabilities are
recognised in full for all temporary differences. Deferred income
tax assets are recognised for all deductible temporary differences
carried forward of unused tax credits and unused tax losses to the
extent that it is probable that taxable profits will be available
against which the deductible temporary differences and
carry-forward of unused tax credits and unused losses can be
utilised.
The carrying amount of deferred income tax assets is assessed at
each reporting date and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow
all or part of the deferred income tax asset to be utilised.
Unrecognised deferred income tax assets are reassessed at each
reporting date and are recognised to the extent that is probable
that future taxable profits will allow the deferred income tax
asset to be recovered.
Foreign currency
The Group's consolidated financial statements are presented in
Sterling. The functional currency of the Group's subsidiary is
Ringgit Malaysia ("MYR"). The Group determines the functional
currency and items included in the financial statements of each
entity are measured using that functional currency.
The assets and liabilities of foreign operations are translated
into sterling at the rate of exchange ruling at the reporting date.
Income and expenses are translated at weighted average exchange
rates for the period. The exchange differences arising on
translation for consolidation are recognised in other comprehensive
income.
Financial instruments
Financial assets and financial liabilities are recognised on the
statement of financial position when the Group becomes a party to
the contractual provisions of the instrument.
Financial assets
Financial assets are classified, at initial recognition, as
subsequently measured at amortised cost, fair value through other
comprehensive income (OCI), and fair value through profit or loss
(FVTPL).
The classification of financial assets at initial recognition
depends on the financial asset's contractual cash flow
characteristics and the Group's business model for managing them.
With the exception of trade receivables that do not contain a
significant financing component or for which the Group has applied
the practical expedient, the Group initially measures a financial
asset at its fair value plus, in the case of a financial asset not
at fair value through profit or loss, transaction costs. Trade
receivables that do not contain a significant financing component
or for which the Group has applied the practical expedient are
measured at the transaction price determined under IFRS 15.
Financial assets at amortised cost are subsequently measured
using the effective interest (EIR) method and are subject to
impairment. Gains and losses are recognised in profit or loss when
the asset is de-recognised, modified or impaired.
The Group's financial assets at amortised cost includes trade
receivables and loan to related parties, are included under other
non-current financial assets. In the periods presented the Group
does not have any financial assets categorised as fair value
through OCI.
Impairment provisions for current and non-current trade
receivables are recognised based on the simplified approach within
IFRS 9 using a historical provision matrix in the determination of
the lifetime expected credit losses except for the key customer
which are separately assessed with its standalone credit risk
profile. During this process the probability of the non-payment of
the trade receivables is assessed. This probability is then
multiplied by the amount of the expected loss arising from default
to determine the lifetime expected credit loss for the trade
receivables. For trade receivables, which are reported net, such
provisions are recorded in a separate provision account with the
loss being recognised within administration expenses in the
consolidated statement of comprehensive income. On confirmation
that the trade receivable will not be collectable, the gross
carrying value of the asset is written off against the associated
provision.
Impairment provisions for receivables from related parties and
loans to related parties are recognised based on a forward-looking
expected credit loss model. The methodology used to determine the
amount of the provision is based on whether there has been a
significant increase in credit risk since initial recognition of
the financial asset. For those for which credit risk has increased
significantly, lifetime expected credit losses are recognised,
unless further information becomes available contrary to the
increased credit risk. For those that are determined to be
permanently credit impaired, lifetime expected credit losses are
recognised.
Trade and other payables
Trade and other payables are initially measured at fair value,
net of transaction costs, and are subsequently measured at
amortised cost, where applicable, using the effective interest
method, with interest expense recognised on an effective yield
basis.
Cash and cash equivalents
The Group considers any cash on short-term deposits and other
short-term investments to be cash equivalents.
Leases
The Group assesses whether a contract is or contains a lease, at
the inception of the contract. The Group recognises a right-of-use
asset and corresponding lease liability with respect to all lease
arrangements in which it is the lessee, except for low-value assets
and short-term leases with 12 months or less. For these leases, the
Group recognises the lease payments as an operating expense on a
straight-line method over the term of the lease unless another
systematic basis is more representative of the time pattern in
which economic benefits from the leased assets are consumed.
The Group recognises a right-of-use asset and a lease liability
at the lease commencement date. The right-of-use assets and the
associated lease liabilities are presented as a separate line item
in the statement of financial position.
The right-of-use asset is initially measured at cost. Cost
includes the initial amount of the corresponding lease liability
adjusted for any lease payments made at or before the commencement
date, plus any initial direct costs incurred, less any incentives
received.
The right-of-use asset is subsequently measured at cost less
accumulated depreciation and any impairment losses, and adjustment
for any remeasurement of the lease liability. The depreciation
starts from the commencement date of the lease. If the lease
transfers ownership of the underlying asset to the Group or the
cost of the right-of-use asset reflects that the Group expects to
exercise a purchase option, the related right-of-use asset is
depreciated over the useful life of the underlying asset.
Otherwise, the Group depreciates the right-of-use asset to the
earlier of the end of the useful life of the right-of-use asset or
the end of the lease term.
The lease liability is initially measured at the present value
of the lease payments that are not paid at the commencement date,
discounted by using the rate implicit in the lease. If this rate
cannot be readily determined, the incremental borrowing rate is
calculated on a lease by lease basis.
The lease liability is subsequently measured at amortised cost
using the effective interest method. It is remeasured when there is
a change in the future lease payments (other than lease
modification that is not accounted for as a separate lease) with
the corresponding adjustment is made to the carrying amount of the
right-of-use asset or is recognised in profit or loss if the
carrying amount has been reduced to zero.
Operating segments
Operating segments are reported in a manner consistent with the
internal reporting provided to the chief operating decision-maker.
The chief operating decision maker has been identified as the
management team including the two main directors and two
non-executive directors.
The Board considers that the Group's activity constitutes one
operating and one reporting segment, as defined under IFRS 8.
Management reviews the performance of the Group by reference to
total results against budget.
The total profit measures are operating profit and profit for
the period, both disclosed on the face of the income statement. No
differences exist between the basis of preparation of the
performance measures used by management and the figures in the
Group's financial information.
3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of financial statements in compliance with IFRSs
requires the use of certain critical accounting estimates or
judgements. The estimates and judgements which have a significant
risk of causing a material adjustment to the carrying amount of
assets and liabilities within the next financial year are discussed
below:
Lease liability discount rate
The lease payments are discounted using the interest rate
implicit in the lease. If that rate cannot be readily determined,
which is generally the case for leases in the Group, the lessee's
incremental borrowing rate is used, being the rate that the
individual lessee would have to pay to borrow the funds necessary
to obtain an asset of similar value to the right-of-use asset in a
similar economic environment with similar terms, security and
conditions.
To determine the incremental borrowing rate, the Group:
-- Where possible, uses recent third-party financing received by
the individual lessee as a starting point, adjusted to reflect
changes in financing conditions since third party financing was
received;
-- Uses a build-up approach that starts with a risk-free
interest rate adjusted for credit risk for leases held by the
company, which does not have recent third-party financing; and
-- Makes adjustments specific to the lease, e.g. term, currency and security.
The Group used incremental borrowing rates at a prevailing rate
of 6.9%.
4. REVENUE
Year ended Year ended
31 March 31 March
2021 2020
GBP GBP
Revenue 807,133 600,596
807,133 600,596
----------- -----------
Revenue is recognised either when the performance obligation in
the contract has been performed (so 'point in time' recognition) or
'over time' as control of the performance obligation is transferred
to the customer. Revenue represents rendered managed
telecommunication services to the customers, the end users, which
is recognised over the period of time when the services is
performed.
Invoicing and payment terms are generally monthly in advance
except for a single customer is granted extended timeframe for
settlement. A contract liability represents the obligation of the
Group to render services to a customer for which consideration has
been received (or the amount is due) from the customer.
In addition, under contract with customer, the customer is also
entitled to claim rebates if the service performance/downtime is
more than the allowed hours in any given month. The Group has
implemented an open source fully customised Network Performance
Monitoring system, which can provide an in-depth view of
performance by customer. Due to the high level of service provided
under each contract with a customer, the Group has no history of
having to provide rebates. On that basis, the variable
consideration was considered as remote.
All revenue derived from Malaysia, Singapore and Thailand.
Revenue excludes value added tax and other sales taxes.
5. MATERIAL PROFIT OR LOSS ITEMS
A number of items which are material due to the significance of
their nature and/or amount is stated as follow:
Year ended Year ended
31 March 31 March
2021 2020
GBP GBP
Consultancy fee 23,128 21,580
Staff costs (include directors) 161,442 192,216
Depreciation of right-of-use assets 99,010 94,354
Advertising and marketing 45,034 0
Interest on lease liability 9,756 8,595
Auditors' remuneration:
Fees payable to the Group's auditor
for the audit of the Group's annual
accounts 22,000 22,000
Fees payable to the Group's subsidiary
auditor for the audit of the subsidiary's
annual accounts 4,587 4,918
6. INCOME TAX EXPENSE
The corporation tax in the UK applied during the year was 19%
(2020: 19%).
The charge for the year can be reconciled to the profit/(loss)
in the Statement of Comprehensive income as follow:
Year ended Year ended
31 March 31 March
2021 2020
GBP GBP
Profit/(loss) before tax on continuing
operations 83,571 (13,915)
----------- -----------
Tax at the UK corporation tax rate 15,879 (2,644)
Tax effect of expenses that are not
deductible in determining taxable profit 3,664 1,850
Difference in oversea tax rate (1,065) (1,203)
Utilised tax loss (19,924) (1,926)
Unutilised tax loss carried forward 1,446 3,922
----------- -----------
Tax charge for the year - -
----------- -----------
The Group has accumulated tax losses of approximately GBP110,000
(2020: GBP182,000) which can be carried forward indefinitely . No
deferred tax asset has been recognised in respect of the losses
carried forward, due to the uncertainty as to whether the Group
will generate sufficient future profits in the foreseeable future
to prudently justify this.
7. PROFIT / (LOSS) PER SHARE
Basic and diluted profit/(loss) per ordinary share is calculated
by dividing the profit/(loss) attributable to equity holders of the
Group by the weighted average number of ordinary shares in issue
during the period. Diluted earnings per share is calculated by
adjusting the weighted average number of ordinary shares
outstanding to assume conversion of all dilutive potential ordinary
shares. There are currently no dilutive potential ordinary
shares.
Profit/(loss) per share attributed to ordinary shareholders
Year ended Year ended
31 March 31 March
2021 2020
Profit/(loss) for the year (GBP) 83,572 (13,915)
Weighted average number of shares (Unit) 10,000,000 10,000,000
Basic and diluted profit/(loss) per
share (Pence) 0.84 (0.14)
8. RIGHT-OF-USE ASSET
Office
Cost GBP
At 1 April 2019 -
Recognition of right-of-use on initial application
of IFRS 16 165,119
---------
Adjusted balance at 1 April 2019 and 31 March
2020 165,119
Addition 292,474
Derecognition due to lease termination (44,098)
Exchange differences (10,775)
---------
At 31 March 2021 402,720
---------
Accumulated depreciation
At 1 April 2019 -
Charge for the year 94,354
---------
At 31 March 2020 94,354
Charge for the year 99,010
Exchange differences (10,000)
At 31 March 2021 183,364
---------
Net Book Value
At 31 March 2021 219,356
=========
At 31 March 2020 70,765
=========
The Group subsidiary entered into a lease agreement for an
office. The lease is for a period of 24 months lease agreement with
an option to renew the lease for a further 12 months.
9. TRADE AND OTHER RECEIVABLES
As at As at
31 March 31 March
2021 2020
GBP GBP
Trade receivables 217,037 210,224
Prepayment and deposit 64,374 -
Other receivables 25,044 18,868
---------- ----------
306,455 229,092
---------- ----------
The Group allows credit terms of 30 days to all customers.
During the pandemic, the Group made an exception to allow certain
customers to settle the debts at the agreed extended timeframe.
Subsequent to the year end, the Group received the payment of the
overdue debts in full before the date of approval these financial
statements. Accordingly, these past due trade receivables are not
impaired and no expected credit loss is recognised in these
financial statements.
10. BANK
Cash and cash equivalents are denominated in the following
currencies:
As at As at
31 March 31 March
2021 2020
GBP GBP
Great Britain Pound 20,102 20,703
Singapore Dollar 18,494 19,514
United States Dollar 25,370 26,667
Malaysia Ringgit 327,817 283,808
---------- ----------
391,783 350,692
---------- ----------
11. SHARE CAPITAL
Ordinary shares of GBP0.10 each
Number of Amount
shares GBP
Issued and paid up
At 31 March 2020 and 31 March 2021 10,000,000 1,000,000
At 31 March 2021, the total issued ordinary share of the Group
were 10,000,000.
12. TRADE AND OTHER PAYABLES
As at As at
31 March 31 March
2021 2020
GBP GBP
Amount due to related company - 89,674
Amount due to directors 3,004 4,166
Trade creditors 134,551 35,847
Accruals 40,703 33,800
Contract liability 10,418 -
Other payables 50,152 13,984
---------- ----------
238,828 177,471
---------- ----------
13. LEASE LIABILITY
As at As at
31 March 2021 31 March 2020
GBP GBP
At 1 April 73,825 -
Addition 292,474 166,515
Changes due to lease modification (48,272) -
Repayment of principal (90,885) (92,690)
Exchange differences (3,416) -
--------------- ---------------
At 31 March 223,726 73,825
--------------- ---------------
Lease liabilities are payable
as follow:
Current liability 96,094 73,825
Non-current liability 127,632 -
-------- -------
223,726 73,825
-------- -------
14. SUBSIDIARY UNDERTAKING
The details of the subsidiary in the Group are as follows:
Name of subsidiary Country Effective Principal activities
of incorporation holding
Orient BB Sdn. Bhd. Malaysia 100% IT managed services
Below is the registered address of the subsidiary
undertakings.
Orient BB Sdn. Bhd. 28, 3(rd) Floor, Lorong Medan
Tuanku Satu,
50300, Kuala Lumpur, Malaysia
15. EMPLOYEES AND DIRECTORS' EMOLUMENTS
Year ended Year ended
31 March 31 March
2021 2020
GBP GBP
Staff costs (include directors) 161,442 192,216
----------- -----------
Directors' fee during the year
Year ended Year ended
31 March 31 March
2021 2020
GBP GBP
Wong Chee Keong 19,856 8,750
Sayed Mustafa Ali 15,000 15,000
Ross Andrews 20,000 19,992
Leon Santos 15,000 15,000
----------- -----------
69,856 58,742
----------- -----------
The Directors' fees are payable to the third-party companies in
respect of their services as the directors of the Group.
The average monthly number of employees, including directors,
during the year were 12 (2020: 11).
16. SEGMENTAL ANALYSIS
The chief operating decision maker has determined that in the
year end 31 March 2021, the Group had a single operating segment,
the provision of managed telecommunications services.
Apart from holding Group activities in the UK the Group's
operations where predominantly revenue derived from Malaysia,
represents 52% (2020: 62%) of total revenue, and the remaining
revenue derived from the countries within South East Asian region
during the reporting year.
There are 2 customers (2020:3 customers) with revenue greater
than 10% during the reporting year as follow:
Year ended Year ended
31 March 31 March
2021 2020
GBP GBP
Customer A 390,270 226,416
Customer B - 134,312
Customer C - 75,963
Customer D 88,073 -
----------- -----------
545,179 436,691
17. FINANCIAL INSTRUMENTS
The Group's principal financial instruments comprise trade &
other receivables and other payables. The Group's accounting
policies and method adopted, including the criteria for
recognition, the basis on which income and expenses are recognised
in respect of each class of financial assets, financial liability
and equity instrument are set out in Note 2. The Group does not use
financial instruments for speculative purposes.
The principal financial instruments used by the Group, from
which financial instrument risk arises, are as follows:
As at As at
31 March 31 March
2021 2020
GBP GBP
Financial assets
Loans and receivables
Cash and cash equivalent 391,783 350,692
Trade and other receivable 242,081 229,092
Total financial assets 633,864 579,784
========== ==========
Financial liabilities at amortised
cost
Amount due to related company - 89,674
Amount due to directors 3,004 4,166
Trade and other payables 225,406 83,631
Total financial liabilities 228,410 177,471
========== ==========
The Group uses a limited number of financial instruments,
comprising cash, short-term deposits and various items such as
trade receivables and payables, which arise directly from
operations. The Group does not trade in financial instruments and
it has no external borrowing.
18. FINANCIAL RISK MANAGEMENT
Financial risk factors
The Group's activities expose it to a variety of financial
risks: currency risk, credit risk, liquidity risk and cash ow
interest rate risk. The Group's overall risk management programme
focuses on the unpredictability of financial markets and seeks to
minimise potential adverse effects on the Group's financial
performance.
a) Currency risk
The Group has transactional currency exposures arising from
sales, and expenses that are denominated in a currency other than
in Pounds Sterling. The foreign currency in which these
transactions are denominated in Ringgit Malaysia ("MYR"). The Group
also holds cash and cash equivalents denominated in foreign
currencies, predominantly in MYR, for working capital purposes.
At the reporting date, the following Group's financial
instruments are denominated in MYR:
At At
31 March 31 March
2021 2020
GBP GBP
Financial assets
Loans and receivables
Cash and cash equivalent 327,817 283,808
Trade and other receivable 122,872 60,412
---------- ----------
Total financial assets 450,689 344,220
---------- ----------
Financial liabilities at amortised
cost
Trade and other payables 50,555 20,534
Total financial liabilities 50,555 20,534
---------- ----------
Net financial asset 400,134 323,686
========== ==========
If the GBP strengthened by 5% against the MYR, with all other
variables in each case remaining constant, then the impact on the
group's post-tax profit for the year would be loss of approximately
GBP19,000 (2020: loss of GBP12,000) or vice versa.
b) Credit risk
The Group's exposure to credit risk or the risk of
counterparties defaulting, is primarily attributable to trade
receivables. The Group manages its exposure to credit risk by the
application of credit approvals, credit limits and monitoring
procedures on an ongoing basis. For other financial assets
(including cash and bank balances), the Group minimises credit risk
by (i) customer is compulsory to place security deposit (ii)
1-month payment in advance for monthly recurring invoice (iii) no
credit risk for past 12 month
(i) Credit Risk Concentration Profile
The Group's major concentration of credit risk relates to
amounts owing by one (1) customer which constitute 55% (2020: 80%)
of its trade receivables as at the end of the reporting period.
(ii) Exposure to credit risk
At the end of the financial year, the maximum exposure to credit
risk is represented by the carrying amount of each class of the
financial assets recognised in the statement of financial position
of the company after deducting any allowance for impairment losses
(where applicable)
(iii) Assessment of Impairment Losses
At each reporting date, the Group assesses whether any of the
financial assets at amortised cost are credit impaired
The gross carrying amounts of those financial assets are written
off when there is no reasonable expectation of recovery (i.e. the
debtor does not have assets or sources of income to generate
sufficient cash flows to repay the debt). However, those assets are
still subject to enforcement activities.
Trade Receivables
The Group applies the simplified approach to measure expected
credit losses which uses a lifetime expected loss allowance for all
trade receivables.
To measure the expected credit losses, trade receivable has been
grouped based on shared credit risk characteristic and the days
past due.
The Group considers any receivables having financial difficulty
or with significant balances outstanding for more than one year, as
credit impaired. However, due to the pandemic, exceptions have been
granted to specified trade receivables, which is valued on
case-by-case basis and subject to approval.
The expected loss rates are based on the payment profiles of
sales over a period of 12 months from the measurement date and the
corresponding historical credit losses experienced within this
period. The historical loss rates are adjusted to reflect current
and forward-looking information on macroeconomic factors affecting
the ability of the customers to settle their debts.
The information about the exposure to credit risk and the loss
allowances calculated under IFRS 9 for trade receivables is
summarised below: -
Gross ECL Carrying
Amount provision Amount
GBP GBP GBP
2021
Current (not past due) 79,412 - 79,412
1 to 30 days past due 61,052 - 61,052
31 to 60 days past due 11,349 - 11,349
61 to 90 days past due 8,721 - 8,721
more than 90 days 56,503 - 56,503
--------------- --------------- ---------------
217,037 - 217,037
--------------- --------------- ---------------
Gross ECL Carrying
Amount Provision Amount
GBP GBP GBP
2020
Current (not past due) 56,812 - 56,812
1 to 30 days past due 48,914 - 48,914
31 to 60 days past due 47,026 - 47,026
61 to 90 days past due 39,736 - 39,736
more than 90 days 17,736 - 17,736
--------------- --------------- ---------------
210,224 - 210,224
--------------- --------------- ---------------
Deposit with a Licensed Bank and Bank Balances
The company considers the banks and financial institutions have
low credit risks. Therefore, the Company is of the view that the
loss allowance is immaterial and hence, it is not provided for.
Other receivables
The company applies the 3-stage general approach to measuring
expected credit losses for other receivables. No expected credit
loss is recognised on these balances as it is negligible.
c) Liquidity risk
Liquidity risk arises from general funding and business
activities. The Group practices prudent risk management by
maintaining sufficient cash balances and adequate working capital
to meet its obligations as and when they fall due The Group ensures
it has adequate resource to discharge all its liabilities. The
directors have considered the liquidity risk as part of their going
concern assessment. (See note 2)
c) Maturity Analysis
The following table sets out the maturity profile of the
financial liabilities at the end of the reporting period based on
contractual undiscounted cash flows (including interest payments
computed using contractual rates or if floating based on the rates
at the end of the reporting period). The Group ensures it has
adequate resource to discharge all its liabilities. The directors
have considered the liquidity risk as part of their going concern
assessment.
Carrying Contractual Within 1 More than
Amount Undiscounted year 1 year
cash flow
GBP GBP GBP GBP
2021
Trade and other
payables 225,406 225,406 225,406 -
Amount due to
directors 3,004 3,004 3,004 -
Lease liabilities 223,726 238,095 105,820 132,275
452,136 466,505 334,230 132,275
------------- -------------- --------- -------------
2020
Trade and other
payables 83,631 83,631 83,631 -
Amount due to
directors 4,166 4,166 4,166 -
Amount due to
related company 89,674 89,674 89,674 -
Lease liabilities 73,825 75,963 75,963 -
-------------- --------- -------------
251,296 253,434 253,434 -
------------- -------------- --------- -------------
Fair values
Management assessed that the fair values of cash and short-term
deposits, trade receivables, trade payables and other current
liabilities approximate their carrying amounts largely due to the
short-term maturities of these instruments.
19. CAPITAL RISK MANAGEMENT POLICY
The Group defines capital as the total equity and debt of the
Group. The objective of the Group's capital management is to
safeguard and maintain the Group's ability to continue as a going
concern in order to provide returns to and benefits for all
stakeholders and to maintain an optimal capital structure to reduce
the cost of capital and towards ensuring availability of funds in
order to support its businesses and related shareholders value. To
achieve this objective, the Group may make adjustments to the
capital structure in view of changes in economic conditions such as
adjusting the amount of dividend payments or issuing new shares.
The capital structure of the Group consists of the equity
attributable to equity holders of the Group which comprises of
issued share capital and reserves.
The Group monitors and maintains a prudent level of total debt
to total equity ratio to optimise shareholders value and to ensure
compliance with debt covenants and regulatory,
There was no change in the Group's approach to capital
management during the financial year.
20. NET DEBT RECONCILIATION
The below table sets out an analysis of net debt and the
movement in net debt for the years presented:
31 March 31 March
2021 2020
GBP GBP
Cash and cash equivalent 391,783 350,692
Lease liabilities (223,726) (73,825)
---------- ---------
168,057 276,867
---------- ---------
Cash and Lease liabilities
cash equivalent Total
GBP GBP GBP
Net debt as at 1 April 2019 529,278 - 529,278
Cash flow (180,324) 92,690 (87,634)
New lease - (166,515) (166,515)
Effect of foreign exchange 1,738 - 1,738
----------------- ------------------ ----------
Net debt as at 31 March 2020 350,692 (73,825) 276,867
Cash flow 63,255 90,885 154,140
New lease - (292,474) (292,474)
Other changes - 51,688 51,688
Effect of foreign exchange (22,164) - (22,164)
----------------- ------------------ ----------
Net debt as at 31 March 2021 391,783 (223,726) 168,057
----------------- ------------------ ----------
21. RELATED PARTY TRANSACTIONS
Key management are considered to be the directors and the key
management personnel compensation has been disclosed in note
15.
In 2017, Orient Managed Services Limited entered into an
agreement with a third party which provides consultancy services in
relation to the listing exercise of the Group. Orient Managed
Services Limited is partly owned by Sayed Mustafa Ali, a director
of the Group.
31 March 31 March
2021 2020
GBP GBP
Amount due to related party
* Orient Managed Services Limited - 44,391
* Orient Telecoms Sdn Bhd - 45,283
Amount due to directors
* Sayed Mustafa Ali 1,250 1,250
1,754 -
* Wong Chee Keong
* Ross Andrews - 1,666
* Leon Santos - 1,250
--------- ---------
3,004 4,166
--------- ---------
The amount due to the related parties are interest-free and is
payable on demand.
Sayed Mustafa Ali is a director in both, the Group and Orient
Telecoms Sdn Bhd.
22. CONTROL
The directors consider there is no ultimate controlling
party.
23. SUBSEQUENT EVENTS
There were no subsequent events after the reporting period.
As at As at
31 March 31 March
2021 2020
Notes GBP GBP
ASSETS
NON-CURRENT ASSETS
Investment in subsidiary 4 517,574 366,696
---------- ----------
CURRENT ASSETS
Bank 63,967 66,884
Trade and other receivables 5 119,207 168,680
---------- ----------
183,174 235,564
---------- ----------
TOTAL ASSETS 700,748 602,260
========== ==========
EQUITY AND LIABILITIES
EQUITY ATTRIBUTABLE TO EQUITY HOLDERS
OF THE COMPANY
Share capital 1,000,000 1,000,000
Accumulated loss (477,106) (554,677)
---------- ----------
TOTAL EQUITY 522,894 445,323
---------- ----------
CURRENT LIABILITIES
Amount due to directors 3,004 -
Trade and other payables 6 174,850 156,937
---------- ----------
177,854 156,937
---------- ----------
TOTAL EQUITY AND LIABILITIES 700,748 602,260
========== ==========
COMPANY STATEMENT OF FINANCIAL POSITION
AT 31 MARCH 2021
The profit for the Company for the year ended 31 March 2021 was
GBP77,571 (2020: GBP10,090) .
The notes to the financial statements form an integral part of
these financial statements.
This report was approved and authorised for issue by the Board
of Directors on 09 September, 2021 and signed on behalf by:
Sayed Mustafa Ali
Director
Registered number: 10028222
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 31 MARCH 2021
Accumulated
Share capital loss Total
GBP GBP GBP
( 564,767
As at 1 April 2019 1,000,000 ) 435,233
-------------- ------------ --------
Profit for the year 10,090 10,090
-------------- ------------ --------
Total comprehensive income for
the year 10,090 10,090
-------------- ------------ --------
As at 31 March 2020 1,000,000 (554,677) 445,323
-------------- ------------ --------
Profit for the year 77,571 77,571
---------- ---------- --------
Total comprehensive income for
the year 77,571 77,571
---------- ---------- --------
As at 31 March 2021 1,000,000 (477,106) 522,894
---------- ---------- --------
Share capital comprises the ordinary issued share capital of the
Company.
Accumulated loss represents the aggregate retained earnings of
the Company.
The notes to the financial statements form an integral part of
these financial statements.
NOTES TO THE COMPANY FINANCIAL STATEMENT
For the year ended 31 MARCH 2021
1. General information
The Company was incorporated in England and Wales on 26 February
2016, as a public company limited by shares under the Act. The
principal legislation under which the Company operates is the Act.
The registered office of the Group is at the offices of London
Registrar, Suite A, 6 Honduras St, London EC1Y 0TH United
Kingdom.
2. Accounting policies
Basis of preparation
The financial statements have been prepared in accordance with
the historical cost convention. The financial statements have been
prepared in accordance with FRS 101 - The Financial Reporting
Standard applicable in the UK and Republic of Ireland and the
Companies Act 2006. The principal accounting policies are described
below.
The Company meets the definition of a qualifying entity under
FRS 101 and has therefore taken advantage of the disclosure
exemptions available to it in respect of its separate financial
statements, which are presented alongside the consolidated
financial statements. Exemptions have been taken in relation to
financial instruments, presentation of a cash flow statement and
remuneration of key management personnel.
The Company has taken advantage of section 408 of the Companies
Act 2006 and, consequently, a profit and loss account for the
Company alone has not been presented.
Investment
Investments in subsidiaries are stated at cost less provision
for impairment. Intercompany receivables are regarded as net
investment which is subject to the impairment assessment whenever
events or changes in circumstances indicate that the carrying value
of these investment and intercompany receivables may not be
recoverable.
Cash and cash equivalents
Cash in the statement of financial position is cash held on call
with banks.
Financial assets
The directors classify the Company's loan and receivable as
financial assets held at amortised cost less provisions for
impairment.
The directors determine the classification of its financial
assets at initial recognition.
Financial liabilities
Financial liabilities are classified as financial liabilities
measured at amortised cost.
Creditors
Short term creditors are measured at the transaction price.
Other financial liabilities, including bank loans, are measured
initially at fair value, net of transaction costs, and are measured
subsequently at amortised cost using the effective interest
method.
Taxation
Tax is recognised in the Statement of comprehensive income,
except that a charge attributable to an item of income and expense
recognised as other comprehensive income or to an item recognised
directly in equity is also recognised in other comprehensive income
or directly in equity respectively.
The current income tax charge is calculated on the basis of tax
rates and laws that have been enacted or substantively enacted by
the reporting date in the countries where the Company operates and
generates income.
Deferred tax balances are recognised in respect of all temporary
differences that have originated but not reversed by the Statement
of financial position date, except that:
-- The recognition of deferred tax assets is limited to the
extent that it is probable that they will be recovered against the
reversal of deferred tax liabilities or other future taxable
profits; and
-- Any deferred tax balances are reversed if and when all
conditions for retaining associated tax allowances have been
met.
3. Staff costs
The directors are regarded as the key management and their
remunerations are disclosed in note 15 to the consolidated
financial statements.
4. Investment in subsidiary
Cost of Loan to
investment group undertaking Total
GBP GBP GBP
Addition 93,800 - 93,800
Advance loan to group undertaking - 406,200 406,200
------------ ------------------- ----------
Balance as at 1 April 2019 93,800 406,200 500,000
Repayment of intercompany
loan - (133,304) (133,304)
------------ ------------------- ----------
Balance as at 1 April 2020 93,800 272,896 366,696
Advance loan to group undertaking - 150,878 150,878
------------ ------------------- ----------
Balance as at 31 Mar 2021 93,800 423,774 517,574
------------ ------------------- ----------
The loan was advanced to the subsidiary to support and fund
certain operational costs required in the business and there is no
contractual obligation on the subsidiary to repay these loans.
Judgment has been applied and classified the loan to group
undertaking as part of the cost of investment in the
subsidiary.
The company is required to assess the carrying value of the
investment in subsidiary and loans to group undertaking for
impairment. Recoverable value of these balances is dependent upon
the subsidiary producing sufficient cash surplus such that the
subsidiary achieves a positive net asset position.
The details of the subsidiary are set out in the note 14 to the
consolidated financial statements.
5. Trade and other receivables
As at As at
31 March 31 March
2021 2020
GBP GBP
Trade receivables 119,207 168,680
---------- ----------
119,207 168,680
---------- ----------
6. Trade and other payables
As at As at
31 March 31 March
2021 2020
GBP GBP
Amount due to related company - 89,674
Amount due to directors 3,004 4,166
Trade creditors 134,551 35,847
Accruals 14,482 27,250
Other payables 25,817 -
---------- ----------
177,854 156,937
---------- ----------
The detail of the related company is set out in the note 20 to
the consolidated financial statements.
7. Share capital
The details are set out in the note 11 to the consolidated
financial statements.
At 31 March 2021, the total number of issued ordinary shares of
the Company was 10,000,000.
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END
FR KBLBFFKLXBBE
(END) Dow Jones Newswires
September 10, 2021 05:39 ET (09:39 GMT)
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